Steelcase Inc.
Notes to Consolidated Financial Statements

Note 2

Initial Public Offering

On September 17, 1997, the Board of Directors of the Company (the “Board”) authorized management to begin the process necessary for registration of the Company’s Common Stock under the Securities Act of 1933, as amended, in order to permit the Company’s shareholders to make a U.S. and international public offering (the “Offerings”) of a portion of their shares (the “Selling Shareholders”). On October 27, 1997, the Board (i) declared a special dividend in the aggregate amount of $150.9 million, which was paid on January 9, 1998 to Common Stock holders of record as of December 2, 1997 (the “Special Dividend”) and (ii) approved a proposal which was presented to the shareholders by proxy and subsequently approved on December 2, 1997 at a special meeting. In general, the approved proposal (a) effected a recapitalization of the Company’s capital stock (the “Recapitalization”), (b) made certain other changes to the Restated Articles of Incorporation and By-laws which are typical of public companies and (c) provided for the adoption of equity-based incentive and investment plans for employees of the Company (collectively, the “Stock Incentive Plans”).

While the Stock Incentive Plans became effective upon approval by the Company’s shareholders on December 2, 1997, the Recapitalization and other changes to the Restated Articles of Incorporation and By-laws became effective upon their filing with the State of Michigan which occurred on February 20, 1998. The Offerings, which occurred on February 18, 1998 and closed on February 25, 1998, included 13,972,500 shares of Class A Common Stock at an initial public offering price per share of $28.00. In addition, the Company purchased 1,650,000 shares of Class B Common Stock from the Selling Shareholders at the same price at which the shares of Class A Common Stock were sold to the Underwriters in the Offerings to fulfill the Employee Stock Grant and the Employee Discount Option Grant (the “Stock Repurchase”) discussed in Note 10. This Stock Repurchase aggregated $43.5 million.