SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) and (d) AND AMENDMENTS THERETO FILED PURSUANT
TO
RULE 13d-2(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)1
STEELCASE INC.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
858155203
(CUSIP Number)
December 31, 2002
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
? Rule 13d-1(b)
? Rule 13d-1(c)
X ? Rule 13d-1(d)
1 The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act.
Page 1 of 4 pages
[1]CUSIP No. 858155-20-3
Schedule 13G
Page 2 of 4 Pages
(1) Names of Reporting Persons
I.R.S. Identification No. of Above Persons (Entities Only)
JAMES C. WELCH
(2) Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [ ]
(3) SEC Use Only
(4) Citizenship or Place of Organization
MICHIGAN
Number of Shares Beneficially Owned by Each Reporting Person With
(5) Sole Voting Power 3,696,713 shares
(6) Shared Voting Power 1,230,005 shares
(7) Sole Dispositive Power 0 shares
(8) Shared Dispositive Power 4,926,718 shares
(9) Aggregate Amount Beneficially Owned by Each Reporting
Person
4,926,718 shares
(10) Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares* [ ]
(11) Percent of Class Represented by Amount in Row 9
10.87% (includes convertible
Class B stock)
(12) Type of Reporting Person*
IN
CUSIP No. 858155-20-3
Schedule 13G
Page 3 of 4 Pages
[2]Item 1(a). Name of Issuer:
Steelcase Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
901 44th Street
Grand Rapids, Michigan 49508
Item 2(a). Name of Person Filing:
James C. Welch
Item 2(b). Address of Principal Business Office or, if None,
Residence:
2740 Darby S.E.
Grand Rapids, Michigan 49506
Item 2(c). Citizenship:
Michigan
Item 2(d). Title of Class of Securities:
Class A Common Stock
Item 2(e). CUSIP Number:
858155-20-3
Item 3. If this statement is filed pursuant to Rule
13d-1(b), or 13d-2(b) or (c), check whether the person filing is
a:
(a) ? Broker or dealer registered under Section
15 of the Act;
(b) ? Bank as defined in Section 3(a)(6) of the
Act;
(c) ? Insurance company as defined in Section
3(a)(19) of the Act;
(d) ? Investment company registered under
Section 8 of the Investment Company Act;
(e) ? Investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
(f) ? Employee benefit plan or endowment fund
in accordance with Rule 13d-1(b)(1)(ii)(F);
(g) ? Parent holding company or control person
in accordance with Rule 13d-1(b)(1)(ii)(G);
(h) ? Savings association as defined in Section
3(b) of the Federal Deposit Insurance Act;
(i) ? Church plan that is excluded from the
definition of an investment company under Section 3(c)(14) of the
Investment Company Act;
(j) ? Group, in accordance with Rule 13d-
1(b)(1)(ii)(J).
[3]Securities and Exchange Commission
Schedule 13G
Page 4 of 4 pages
Item 4. Ownership.
(a) Amount Beneficially Owned: 4,926,718 shares
(b) Percent of Class: 10.87%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
3,696,713 shares
(ii) Shared power to vote or to direct the
vote 1,230,005 shares
(iii) Sole power to dispose or to direct the
disposition of 0 shares
(iv) Shared power to dispose or to direct the
disposition of 4,926,718 shares
The number of shares reported above includes 4,794,178 shares of
Class B Common Stock of the Issuer which are immediately
convertible into an equal number of shares of Class A Common
Stock at the option of the holder. In addition, if shares of
Class B Common Stock are transferred to any persons other than a
"Permitted Transferee" (as defined in the Issuer's Second
Restated Articles of Incorporation), such shares are
automatically converted on a share-for-share basis into shares of
Class A Common Stock. Shares of Class B Common Stock of the
Issuer have the same attributes as shares of Class A Common Stock
of the Issuer except that each share of Class B Common Stock
entitles the holder thereof to ten votes on all matters upon
which Shareholders have a right to vote and each share of Class A
Common Stock entitles the holder thereof to one vote on such
matters. If all the outstanding shares of Class B Common Stock
of the Issuer were converted into shares of Class A Common Stock,
Mr. Welch would be deemed to be the beneficial owner of 3.3% of
the Class A Common Stock.
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf
of Another Person.
Not Applicable
Item 7. Identification and Classification of the
Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company.
Not Applicable
Item 8. Identification and Classification of Members of
the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certifications.
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
February 12, 2003 /s/ JAMES
C. WELCH
James C.
Welch, by Scott E. Petersen
under
Limited Power of Attorney
LIMITED POWER OF ATTORNEY
The undersigned does hereby appoint SCOTT E. PETERSEN, PAUL
J. RYAN and M. GAYLE ROBINSON, or any one or more of them, her
true and lawful attorneys and agents to execute and file any and
all instruments that such attorneys and agents, or any of them,
may consider necessary or advisable to enable the undersigned (in
her individual capacity or in a fiduciary or other capacity) to
comply with the Securities Act of 1933, as amended (the "1933
Act"), the Securities Exchange Act of 1934, as amended (the "1934
Act"), and any requirements of the Securities and Exchange
Commission with respect to the 1933 Act or the 1934 Act, in
connection with the preparation, execution and filing of any
report or statement of beneficial ownership or changes in
beneficial ownership of securities of Steelcase Inc. that the
undersigned (in her individual capacity or in a fiduciary or
other capacity) may be required to file pursuant to Rule 144
issued under the 1933 Act or pursuant to Sections 13 or 16 of the
1934 Act including, without limitation, full power and authority
to sign the undersigned's name, in her individual capacity or in
a fiduciary or other capacity, to any report, application or
statement on Form ID, Form 144, Forms 3, 4, or 5, Schedules 13D
or 13G, or to any amendments or successor forms thereto, or to
any form or forms adopted by the Securities Exchange Commission
in lieu thereof or in addition thereto, hereby ratifying and
confirming all that such attorneys and agents, or any of them,
shall do or cause to be done by virtue of this Limited Power of
Attorney.
The undersigned agrees that the attorneys-in-fact named herein
may rely entirely on information furnished orally or in writing
by the undersigned to such attorneys-in-fact. The undersigned
also agrees to indemnify and hold harmless the attorneys-in-fact
against any losses, claims, damages or liabilities (or actions in
respect thereof) that arise out of or are based upon any untrue
statement or omission of necessary fact in the information
provided by the undersigned to the attorneys-in-fact for purposes
of executing, acknowledging, delivering or filing any such forms,
or any amendments or any successor forms thereto, or any form or
forms adopted by the Securities and Exchange Commission in lieu
thereof or in addition thereto.
This authorization shall remain in effect until the undersigned
executes a written revocation and delivers a copy of the written
revocation to one or more of the attorneys-in-fact.
Date: June 17, 2002 /s/ James C.
Welch
James C. Welch
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