EXHIBIT 4.2
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STEELCASE INC.
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LOCK-UP AGREEMENT
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Steelcase Inc.
X.X. Xxx 0000
Xxxxx Xxxxxx, XX 00000-0000
The several U.S. Underwriters The several International
Underwriters
Ladies and Gentlemen:
The undersigned (the "Shareholder") understands that Steelcase Inc., a
Michigan corporation (the "Company"), intends to file a Registration Statement
on Form S-1 under the Securities Act of 1933, as amended, in connection with an
initial public offering of its common stock (the "IPO"). The Shareholder has
previously received from the Company a Notice to Shareholders of Opportunity to
Sell Shares in an Initial Public Offering dated October 28, 1997 (the "Notice"),
offering the Shareholder, as a shareholder of the Company, the opportunity to
sell certain shares of common stock of the Company in the IPO. The Shareholder
has also received the Proxy Statement dated October 28, 1997 (the "Proxy
Statement") and understands that, if the Recapitalization (as defined in the
Proxy Statement) is consummated, the existing equity securities of the Company
(the "Old Stock") will be exchanged for Class B Common Stock of the Company (the
"Class B Common Stock"), which Class B Common Stock will be convertible into
Class A Common Stock of the Company (the "Class A Common Stock" and, together
with the Class B Common Stock, the "New Common Stock") on a share-for-share
basis. Any Class B Common Stock to be sold in the IPO will automatically convert
into Class A Common Stock in connection with such sale.
In consideration for the Company undertaking the IPO and giving the
Shareholder the opportunity to sell New Common Stock in the IPO, the Shareholder
hereby irrevocably confirms, covenants and agrees for the benefit of the Company
and the underwriters in the IPO (the "Underwriters") that:
(a) During the period beginning on the date hereof and continuing to
and including the date 180 days after the date of the final prospectuses used in
connection with the proposed IPO, the Shareholder will not, directly or
indirectly, (i) offer, pledge, sell, contract to sell, sell or grant any option,
right or warrant to purchase, lend or otherwise transfer or otherwise dispose
of, any Old Stock or shares of New Common Stock (collectively, the "Applicable
Securities") or any securities of the Company that are substantially similar to
the Applicable Securities, including but not limited to any securities that are
convertible into or exchangeable for, or that represent the right to receive,
any Applicable Securities or any such substantially similar securities, or (ii)
enter into any swap or other arrangement that transfers to another, in whole or
in part, any of the economic
consequences of ownership of any Applicable Securities, whether any such
transaction described in (i) or (ii) above is to be settled by delivery of any
Applicable Security or any other security, in cash or otherwise.
Notwithstanding the foregoing, the restrictions contained in this paragraph
shall not apply to (a) the conversion or exchange of convertible or exchangeable
securities outstanding as of the date of this Agreement or to be issued in the
Recapitalization, (b) the New Common Stock to be sold in the IPO, (c) any New
Common Stock sold to the Company, (d) a transfer by gift or sale so long as the
transferee of the Applicable Security enters into and delivers to the Company a
Lock-up Agreement on the same terms and conditions as this Agreement, or (e) any
other transactions approved in writing by the Company and the Underwriters
through their lead representative;
(b) The undersigned has not taken and will not take, directly or
indirectly, any action which is designed to or which has constituted or which
might reasonably be expected to cause or result in stabilization or manipulation
of the price of any security of the Company to facilitate the sale or resale of
the Applicable Securities, or which has otherwise constituted or will constitute
any prohibited bid for or purchase of the Applicable Securities or any related
securities; and
(c) The undersigned acknowledges and agrees that the covenants and
agreements set forth herein supersede, to the extent of the subject matter
thereof, the provisions of any agreements or instruments defining the rights of
the undersigned with respect to the Applicable Securities.
In the event that the IPO is not consummated on or prior to May 31,
1998, this Agreement shall automatically terminate and become null and void.
This Agreement shall be governed by and construed in accordance with the laws of
the State of New York.
Very truly yours,
NAME OF INDIVIDUAL OR ENTITY OWNER:
Dated: ______________, 1997 ________________________________________
(Insert Name as it Appears on Proxy)
SIGNED: ________________________________
(Sign exactly as name(s)
appear(s) above or as authorized
representative of entity)
NOTE: THIS LOCK-UP AGREEMENT IS EFFECTIVE AS OF THE DATE IT IS SIGNED UNTIL AND
INCLUDING THE DATE 180 DAYS AFTER THE DATE OF THE FINAL PROSPECTUSES USED IN
CONNECTION WITH THE IPO.
