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Registration No. ________
____________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
____________________
CLEVELAND-CLIFFS INC
(Exact name of registrant as specified in its charter)
Ohio 34-1464672
(State or other jurisdiction of (I.R.S. Employer)
incorporation or organization) Identification No.)
1100 Superior Avenue
Cleveland, Ohio 44114-2589
(Address of principal executive offices including zip code)
NORTHSHORE MINING COMPANY AND SILVER BAY POWER COMPANY
RETIREMENT SAVINGS PLAN
(Full title of the plan)
JOHN E. LENHARD, ESQ.
Secretary & Assistant General Counsel
18th Floor, Diamond Building
1100 Superior Avenue
Cleveland, Ohio 44114-2589
(Name and address of agent for service)
(216) 694-5700
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
=========================================================================================
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered(1) registered share price fee
- -----------------------------------------------------------------------------------------
Common Shares
par value $1.00
per share 200,000 $35.0625(2) $7,012,500.00(2) $2,418.11
=========================================================================================
<FN>
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of
interests to be offered pursuant to the Northshore Mining Company and
Silver Bay Power Company Retirement Savings Plan.
(2) Pursuant to Rule 457(h) under the Securities Act of 1933, this
estimate is made solely for the purpose of calculating the amount of
the registration fee and is based on the average of the high and low
prices of the Common Shares on the New York Stock Exchange on
November 25, 1994.
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PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by
Cleveland-Cliffs Inc (the "Company") and the Northshore Mining
Company and Silver Bay Power Company Retirement Savings Plan
(the "Plan") with the Securities and Exchange Commission are
incorporated herein by reference:
(1) Annual Report of the Company on Form
10-K for the fiscal year ended
December 31, 1993;
(2) Quarterly Reports of the Company on
Form 10-Q for the fiscal quarters
ended March 31, 1994, June 30, 1994,
and September 30, 1994;
(3) Current Report of the Company on
Form 8-K, dated October 13, 1994;
(4) The description of the Company's
Common Stock, par value $1.00 per
share, contained in the Company's
Registration Statement filed
pursuant to Section 12 of the
Securities Exchange Act of 1934 and
any amendments and reports filed for
the purpose of updating that
description; and
(5) Rights Agreement dated September 8,
1987, and amended and restated as of
November 19, 1991, between the
Company and Society National Bank
(successor to Ameritrust Company
National Association) (filed as
Exhibit 4.2 to the Company's Current
Report on Form 8-K on November 20,
1991).
All documents that shall be filed by the
Company and the Plan pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 subsequent to the
filing of this registration statement and prior to the filing
of a post-effective amendment indicating that all securities
offered under the Plan have been sold or deregistering all
securities then remaining unsold thereunder shall be deemed to
be incorporated herein by reference and shall be deemed to be
a part hereof from the date of filing thereof.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article IV of the Regulations of the Company
(the "Regulations") provides as follows:
Section 1. INDEMNIFICATION. The
Company shall indemnify, to the full extent
then permitted by law, any person who was or
is a party or is threatened to be made a
party to any threatened, pending or completed
action, suit or proceeding, whether civil,
criminal, administrative or investigative, by
reason of the fact that he is or was a
director, officer, employee or agent of the
Company, or is or was serving at the request
of
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the Company as a director, trustee, officer, employee
or agent of another corporation, domestic or foreign,
nonprofit or for profit, partnership, joint venture,
trust or other enterprise; provided, however, that
the Company shall indemnify any such agent (as
opposed to any director, officer or employee) of the
Company to an extent greater than that required by
law only if and to the extent that the Directors may,
in their discretion, so determine. The
indemnification provided hereby shall not be deemed
exclusive of any other rights to which those seeking
indemnification may be entitled under any law, the
Articles of Incorporation or any agreement, vote of
shareholders or of disinterested Directors or
otherwise, both as to action in official capacities
and as to action in another capacity while he is a
Director, officer, employee or agent, and shall
continue as to a person who has ceased to be a
Director, trustee, officer, employee or agent, and
shall inure to the benefit of heirs, executors and
administrators of such a person.
Section 2. INSURANCE. The Company may,
to the full extent then permitted by law and
authorized by the Directors, purchase and
maintain insurance on behalf of any persons
described in Section 1 of this Article IV
against any liability asserted against and
incurred by any such person in any such
capacity, or arising out of his status as
such, whether or not the Company would have
the power to indemnify such person against
such liability.
The indemnification provided by the Regulations
shall not be deemed exclusive of any other rights to which
any person indemnified may be entitled as a matter of law or
otherwise both as to action in his or her official capacity
and as to action in another capacity while holding such office
and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a
person.
Section 1701.13(E) of the General Corporation
Law of the State of Ohio also permits indemnification of
directors and officers of an Ohio corporation.
The directors and officers of the Company are
covered by insurance policies issued by Continental Casualty
Company and Federal Insurance Company, which insure the
directors and officers of the Company against certain
liabilities (excluding fines and penalties imposed by law)
that might be incurred by them in such capacities and insure
the Company for amounts that may be paid by the Company to
indemnify its directors covered by the policies (up to the
limits of such policies).
The Company has entered into indemnification
agreements with its directors that would require the Company,
subject to any limitations on the
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maximum permissible indemnification that may exist at law, to
indemnify a director for claims that arise from his or her
capacity as a director.
ITEM 8. EXHIBITS.
4(a) Amended Articles of Incorporation of
the Company (filed as Exhibit 3(a)
to the Company's Annual Report on
Form 10-K for the fiscal year ended
December 31, 1990, and incorporated
herein by reference)
(b) Regulations of the Company (filed as
Exhibit 3(b) to the Company's Annual
Report on Form 10-K for the fiscal
year ended December 31, 1990, and
incorporated herein by reference)
(c) Rights Agreement dated September 8,
1987, and amended and restated as of
November 19, 1991, between the
Company and Society National Bank
(successor to Ameritrust Company
National Association) (filed as
Exhibit 4.2 to the Company's Current
Report on Form 8-K on November 20,
1991, and incorporated herein by
reference)
(d) Northshore Mining Company and Silver
Bay Power Company Retirement Savings
Plan, dated October 3, 1994
(e) T. Rowe Price Trust Company Trust
Agreement, dated October 10, 1994
23 Consent of Independent Auditors
24 Powers of Attorney
UNDERTAKING:
The undersigned registrant will submit
the Plan and any amendments thereto to the
Internal Revenue Service and will make all
changes required by the Internal Revenue
Service in order to qualify the Plan.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby
undertakes:
(1) To file, during any period in
which offers or sales are being made, a post-effective
amendment to this registration statement: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act
of 1933; (ii) to reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement; (iii) to include any material
information with respect to the plan of distribution not
previously disclosed in the registration statement or any
material change to such information in the registration
statement; PROVIDED,
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HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3 or Form S-8, and
the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of
determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by
means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby
undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing this registration statement on Form
S-8 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cleveland, State of Ohio, on this
30th day of November, 1994.
CLEVELAND-CLIFFS INC
By: /s/ John S. Brinzo
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John S. Brinzo
Senior Executive-Finance
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Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the
following persons in the capacities and on the dates
indicated.
Signatures Title Date
---------- ----- ----
*M. T. Moore Chairman, President, and November 30, 1994
-------------------------- Chief Executive Officer
M. T. Moore and Director
(Principal Executive Officer)
*J. S. Brinzo Senior Executive-Finance November 30, 1994
-------------------------- (Principal Financial Officer)
J. S. Brinzo
*R. Emmet Vice President and Controller November 30, 1994
-------------------------- (Principal Accounting Officer)
R. Emmet
*R. S. Colman Director November 30, 1994
--------------------------
R. S. Colman
*J. D. Ireland III Director November 30, 1994
--------------------------
J. D. Ireland III
*G. F. Joklik Director November 30, 1994
--------------------------
G. F. Joklik
*E. B. Jones Director November 30, 1994
--------------------------
E. B. Jones
*L. L. Kanuk Director November 30, 1994
--------------------------
L. L. Kanuk
*S. B. Oresman Director November 30, 1994
--------------------------
S. B. Oresman
*A. Schwartz Director November 30, 1994
--------------------------
A. Schwartz
*S. K. Scovil Director November 30, 1994
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S. K. Scovil
*J. H. Wade Director November 30, 1994
--------------------------
J. H. Wade
*A. W. Whitehouse Director November 30, 1994
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A. W. Whitehouse
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* This registration statement has been signed on behalf
of the above-named directors and officers of the
Company by John E. Lenhard, Secretary of the Company,
as attorney-in-fact pursuant to powers of attorney
filed with the Securities and Exchange Commission as
Exhibit 24 to this registration statement.
DATED: November 30, 1994 By: /s/ John E. Lenhard
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John E. Lenhard,
Attorney-in-Fact
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THE PLAN. Pursuant to the requirements of the
Securities Act of 1933, the Plan has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Cleveland, State of Ohio, on this 30th day of November, 1994.
NORTHSHORE MINING COMPANY and
SILVER BAY POWER COMPANY
RETIREMENT SAVINGS PLAN
By Northshore Mining Company,
Plan Administrator
By: /s/ Cynthia B. Bezik
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Cynthia B. Bezik
Treasurer
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EXHIBIT INDEX
Page Number
Exhibit in Sequentially
Number Exhibit Description Numbered Copy
------- ------------------- ---------------
4(a) Amended Articles of Incorporation of the
Company (filed as Exhibit 3(a) to the
Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1990,
and incorporated herein by reference) Not Applicable
4(b) Regulations of the Company (filed as
Exhibit 3(b) to the Company's Annual
Report on Form 10-K for the fiscal year
ended December 31, 1990, and incorporated
herein by reference) Not Applicable
4(c) Rights Agreement dated September 8, 1987,
and amended and restated as of November 19,
1991, between the Company and Society National
Bank (successor to Ameritrust Company National
Association) (filed as Exhibit 4.2 to the
Company's Current Report on Form 8-K on
November 20, 1991, and incorporated herein
by reference) Not Applicable
4(d) Northshore Mining Company and Silver Bay
Power Company Retirement Savings Plan, dated
October 3, 1994 11
4(e) T. Rowe Price Trust Company Trust Agreement,
dated October 10, 1994 57
23 Consent of independent auditors 70
24 Power of Attorney 71
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