1
As filed with the Securities and Exchange Commission on June 30, 1997
Registration No. ________________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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CLEVELAND-CLIFFS INC
(Exact Name of Registrant as Specified in Its Charter)
OHIO 34-1464672
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
18th Floor, Diamond Building
1100 Superior Avenue, Cleveland, Ohio 44114-2589
(Address of Principal Executive Offices Including Zip Code)
CLEVELAND-CLIFFS INC 1992 INCENTIVE EQUITY PLAN
(AS AMENDED AND RESTATED AS OF MAY 13, 1997)
(Full Title of the Plan)
John E. Lenhard, Esq.
Secretary and Assistant General Counsel
Cleveland-Cliffs Inc
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
==============================================================================================================================
Title of Amount to be Proposed Maxi- Proposed Maxi- Amount of
Securities to Registered (1) mum Offering mum Aggregate Registration
be Registered Price Per Share (2) Offering Price (2) Fee
- ------------------------------------------------------------------------------------------------------------------------------
Common Shares, par
value $1.00 per share 555,000 $40.44 $22,444,200.00 $6,801.27
==============================================================================================================================
<FN>
(1) Pursuant to Rule 416 of the Securities Act of 1933 ("Securities Act"),
this Registration Statement also covers such additional Common Shares,
par value $1.00 per share ("Common Shares"), as may become issuable
pursuant to the anti-dilution provisions of the Cleveland-Cliffs Inc
1992 Incentive Equity Plan (As Amended and Restated as of May 13, 1997)
("Plan").
(2) Estimated solely for calculating the amount of the registration fee,
pursuant to paragraphs (c) and (h) of Rule 457 of the General Rules and
Regulations under the Securities Act, on the basis of the average of
the high and low sale prices of such securities on the New York Stock
Exchange on June 25, 1997, within five business days prior to filing.
Exhibit Index Appears on Page 4
Page 1 of 7 Pages
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Part II
Pursuant to General Instruction E to Form S-8, the contents of
Registration Statement No. 33-48357 on Form S-8 as filed by Cleveland-Cliffs
Inc (the "Registrant") with the Securities and Exchange Commission on June 4,
1992 are incorporated herein by reference.
Item 8. Exhibits
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4(a) Articles of Incorporation, as amended, of the Registrant
(filed as Exhibit 3(a) to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1995 and
incorporated herein by reference).
4(b) Regulations of the Registrant (filed as Exhibit 3(b) to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995 and incorporated herein by reference).
4(c) Cleveland-Cliffs Inc 1992 Incentive Equity Plan (As Amended
and Restated as of May 13, 1997) (filed as Appendix A to the
Registrant's Proxy Statement dated March 24, 1997 and
incorporated herein by reference).
4(d) Rights Agreement, dated September 8, 1987, as amended and
restated as of November 19, 1991, by and between the
Registrant and KeyBank National Association (successor to
Ameritrust Company National Association) (filed as Exhibit
4(l) to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1995 and incorporated herein by
reference).
5 Opinion of Counsel.
23(a) Consent of Independent Auditors.
23(b) Consent of Counsel (included in Exhibit 5).
24 Power of Attorney.
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 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 June 30, 1997.
CLEVELAND-CLIFFS INC
By: /s/ John S. Brinzo
--------------------------------------------------
John S. Brinzo, Executive Vice President - Finance
Page 2 of 7 Pages
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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.
Signature Title Date
--------- ----- ----
* Chairman, President and Chief June 30, 1997
- ---------------------- Executive Officer and Director
M. T. Moore (Principal Executive Officer)
* Executive Vice President-Finance June 30, 1997
- ---------------------- (Principal Financial Officer)
J. S. Brinzo
* Vice President and Controller June 30, 1997
- ---------------------- (Principal Accounting Officer)
R. Emmet
* Director June 30, 1997
- ----------------------
R. C. Cambre
* Director June 30, 1997
- ----------------------
R. S. Colman
* Director June 30, 1997
- ----------------------
J. D. Ireland, III
* Director June 30, 1997
- ----------------------
G. F. Joklik
* Director June 30, 1997
- ----------------------
L. L. Kanuk
* Director June 30, 1997
- ----------------------
F. R. McAllister
* Director June 30, 1997
- ----------------------
J. C. Morley
* Director June 30, 1997
- ----------------------
S. B. Oresman
* Director June 30, 1997
- ----------------------
A. Schwartz
* Director June 30, 1997
- ----------------------
A. W. Whitehouse
* John E. Lenhard, the undersigned attorney-in-fact, by signing his
name hereto, does hereby sign and execute this Registration Statement on behalf
of the above indicated officers and directors thereof (constituting a majority
of the directors) pursuant to a power of attorney filed with the Securities and
Exchange Commission.
June 30, 1997 By: /s/ John E. Lenhard
-------------------------------------
John E. Lenhard, Attorney-in-Fact
Page 3 of 7 Pages
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EXHIBIT INDEX
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4(a) Articles of Incorporation, as Amended, of the Registrant
(filed as Exhibit 3(a) to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1995 and
incorporated herein by reference).
4(b) Regulations of the Registrant (filed as Exhibit 3(b) to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995 and incorporated herein by reference).
4(c) Cleveland-Cliffs Inc 1992 Incentive Equity Plan (As Amended
and Restated as of May 13, 1997) (filed as Appendix A to
Registrant's Proxy Statement dated March 24, 1997 and
incorporated herein by reference).
4(d) Rights Agreement, dated September 8, 1987, as amended and
restated as of November 19, 1991, by and between the
Registrant and KeyBank National Association (successor to
Ameritrust Company National Association) (filed as Exhibit
4(l) to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1995 and incorporated herein by
reference).
5 Opinion of Counsel
23(a) Consent of Independent Auditors.
23(b) Consent of Counsel (Included in Exhibit 5).
24 Power of Attorney.
Page 4 of 7 Pages