| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13D/A | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. 5)* | |
|
Cliffs Natural Resources Inc. | |
| (Name of Issuer) | |
|
Common Shares, par value $0.125 per share | |
| (Title of Class of Securities) | |
|
18683K101 | |
| (CUSIP Number) | |
|
Casablanca Capital LP 450 Park Avenue, Suite 1403 New York, NY 10022 Attn: Douglas Taylor (212) 759-5626
David E. Rosewater, Esq. Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 | |
| (Name, Address and Telephone Number of Person | |
| Authorized to Receive Notices and Communications) | |
|
July 29, 2014 | |
| (Date of Event Which Requires Filing of This Statement) | |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]
(Page 1 of 9 Pages)
______________________________
* 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 disclosures provided in a prior cover page.
The information required on 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 (however, see the Notes).
| CUSIP No. 18683K101 | SCHEDULE 13D/A | Page 2 of 9 Pages |
| 1 |
NAME OF REPORTING PERSONS Casablanca Capital LP | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS OO, AF (See Item 3) | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 | ||
| 8 |
SHARED VOTING POWER 7,906,520 | |||
| 9 |
SOLE DISPOSITIVE POWER 0 | |||
| 10 |
SHARED DISPOSITIVE POWER 7,906,520 | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 7,906,520 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 5.2% | |||
| 14 |
TYPE OF REPORTING PERSON IA; PN | |||
| CUSIP No. 18683K101 | SCHEDULE 13D/A | Page 3 of 9 Pages |
| 1 |
NAME OF REPORTING PERSONS Donald G. Drapkin | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS OO; AF; PF (See Item 3) | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 1,000 | ||
| 8 |
SHARED VOTING POWER 7,906,520 | |||
| 9 |
SOLE DISPOSITIVE POWER 1,000 | |||
| 10 |
SHARED DISPOSITIVE POWER 7,906,520 | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 7,907,520 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 5.2% | |||
| 14 |
TYPE OF REPORTING PERSON IN | |||
| CUSIP No. 18683K101 | SCHEDULE 13D/A | Page 4 of 9 Pages |
| 1 |
NAME OF REPORTING PERSONS Douglas Taylor | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS OO; AF (See Item 3) | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 | ||
| 8 |
SHARED VOTING POWER 7,906,520 | |||
| 9 |
SOLE DISPOSITIVE POWER 0 | |||
| 10 |
SHARED DISPOSITIVE POWER 7,906,520 | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 7,906,520 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 5.2% | |||
| 14 |
TYPE OF REPORTING PERSON IN | |||
| CUSIP No. 18683K101 | SCHEDULE 13D/A | Page 5 of 9 Pages |
This Amendment No. 5 ("Amendment No. 5") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on January 28, 2014 (the "Original Schedule 13D"), Amendment No. 1 to the Original Schedule 13D, filed with the SEC on February 12, 2014 ("Amendment No. 1"), Amendment No. 2 to the Original Schedule 13D, filed with the SEC on March 7, 2014 ("Amendment No. 2"), Amendment No. 3 to the Original Schedule 13D, filed with the SEC on April 21, 2014 ("Amendment No. 3") and Amendment No. 4 to the Original Schedule 13D, filed with the SEC on May 30, 2014 ("Amendment No. 4" and together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3 and this Amendment No. 5, the "Schedule 13D") with respect to the shares of common stock, par value $0.125 per share (the "Common Stock"), of Cliffs Natural Resources Inc., an Ohio corporation (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No. 5 have the meanings set forth in the Schedule 13D. This Amendment No. 5 amends Items 2, 3, 4, 5, 6 and 7 as set forth below.
As a result of the conclusion of the annual meeting of stockholders of the Issuer (the "Annual Meeting"), the Reporting Persons (as defined below), Mr. Goncalves, Mr. Rutkowski, and Ms. Merrin are no longer deemed to be a "group" for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 13d-5(b)(1) promulgated thereunder. The Reporting Persons, Mr. Goncalves, Mr. Rutkowski, and Ms. Merrin have terminated the Joint Filing Agreement, dated May 30, 2014. The security ownership reported in this Amendment No. 5 does not include the security ownership by Mr. Goncalves, Mr. Rutkowski, and Ms. Merrin. This Amendment No. 5 only reports information on the Reporting Persons identified in the cover pages hereto, and not Mr. Goncalves, Mr. Rutkowski, and Ms. Merrin.
| Item 2. | IDENTITY AND BACKGROUND |
| Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows: | |
(a) This statement is filed by (i) Casablanca Capital LP, a Delaware limited partnership ("Casablanca"); (ii) Donald G. Drapkin ("Mr. Drapkin"); and (iii) Douglas Taylor ("Mr. Taylor" and together with Casablanca and Mr. Drapkin, the "Reporting Persons"). Each of Messrs. Drapkin and Taylor, as the co-managing members of Casablanca's general partner, Casablanca Capital GP, LLC, a Delaware limited liability company ("Casablanca GP"), are in a position to indirectly determine the voting and investment decisions regarding the Issuer's securities held by Casablanca's investment advisory clients, including the Accounts (as defined in Item 5).
(b) The principal business address of each of the Reporting Persons and Casablanca GP is 450 Park Avenue, Suite 1403, New York, New York 10022.
(c) The principal business of Casablanca is to serve as an investment advisor, exempt from registration with the SEC under the Investment Advisers Act of 1940, as amended, on behalf of various clients, including individuals and institutions. The principal occupation of Mr. Drapkin is serving as a co-managing member of Casablanca GP and as a member of the management committee and the Chairman of Casablanca. The principal occupation of Mr. Taylor is serving as a co-managing member of Casablanca GP and as a member of the management committee and the Chief Executive Officer of Casablanca. The principal business of Casablanca GP is serving as the general partner to Casablanca.
| CUSIP No. 18683K101 | SCHEDULE 13D/A | Page 6 of 9 Pages |
(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Mr. Drapkin and Mr. Taylor are each United States citizens.
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
| Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows: | |
The Reporting Persons used a total of approximately $200,805,000 (including brokerage commissions) in the aggregate to acquire the shares of Common Stock reported in this Schedule 13D.
Casablanca used a total of approximately $200,784,000 (including brokerage commissions) in the aggregate to acquire the shares of Common Stock reported herein as beneficially owned by Casablanca. The source of funding for the purchase of the Common Stock reported herein as beneficially owned by Casablanca is cash on hand and working capital of the Accounts. The shares of Common Stock reported herein as beneficially owned by Casablanca are or may be held from time to time in margin accounts established by the Accounts with their respective brokers or banks and a portion of the purchase price for the Common Stock may be obtained through margin borrowing. Securities positions which may be held in the margin accounts, including the Common Stock, may be pledged as collateral security for the repayment of debit balances in the margin accounts.
Mr. Drapkin used a total of approximately $21,000 (including brokerage commissions) in the aggregate to acquire the shares of Common Stock reported herein for which Mr. Drapkin has sole voting power and sole dispositive power. The source of the funds used to acquire the Common Stock for which Mr. Drapkin has sole voting power and sole dispositive power is the personal funds of Mr. Drapkin and none of the funds used to purchase such Common Stock were provided through borrowings of any nature.
| Item 4. | PURPOSE OF TRANSACTION |
| Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following: | |
On July 29, 2014, Casablanca issued a press release (the "July 29 Press Release") announcing that, according to preliminary estimates by Casablanca's proxy solicitor, all six of Casablanca's nominees were elected to the Issuer's board of directors (the "Board") at the Annual Meeting. The foregoing summary of the July 29 Press Release is qualified in its entirety by reference to the full text of the July 29 Press Release, a copy of which is attached hereto as Exhibit 14 and is incorporated by reference herein.
| CUSIP No. 18683K101 | SCHEDULE 13D/A | Page 7 of 9 Pages |
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER. |
| Paragraphs (a) – (c) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows: | |
(a) The aggregate number and percentage of shares of Common Stock to which this Schedule 13D relates is 7,907,520 shares of Common Stock, constituting approximately 5.2% of the Issuer's currently outstanding Common Stock. The aggregate number and percentage of shares of Common Stock reported herein are based upon the 153,182,488 shares of Common Stock outstanding as of July 21, 2014, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014, filed with the SEC on July 24, 2014.
| (i) | Casablanca: | ||
| (a) | As of the date hereof, Casablanca may be deemed the beneficial owner of | ||
| 7,906,520 shares of Common Stock. | |||
| Percentage: Approximately 5.2% as of the date hereof. | |||
| (b) | 1. | Sole power to vote or direct vote: 0 | |
| 2. | Shared power to vote or direct vote: 7,906,520 shares of Common Stock | ||
| 3. | Sole power to dispose or direct the disposition: 0 | ||
| 4. | Shared power to dispose or direct the disposition: 7,906,520 shares of Common Stock | ||
| (ii) | Mr. Drapkin: | ||
| (a) | As of the date hereof, Mr. Drapkin may be deemed the beneficial owner of | ||
| 7,907,520 shares of Common Stock. | |||
| Percentage: Approximately 5.2% as of the date hereof. | |||
| (b) | 1. | Sole power to vote or direct vote: 1,000 shares of Common Stock | |
| 2. | Shared power to vote or direct vote: 7,906,520 shares of Common Stock | ||
| 3. | Sole power to dispose or direct the disposition: 1,000 shares of Common Stock | ||
| 4. | Shared power to dispose or direct the disposition: 7,906,520 shares of Common Stock | ||
| (iii) | Mr. Taylor: | ||
| (a) | As of the date hereof, Mr. Taylor may be deemed the beneficial owner of | ||
| 7,906,520 shares of Common Stock. | |||
| Percentage: Approximately 5.2% as of the date hereof. | |||
| (b) | 1. | Sole power to vote or direct vote: 0 | |
| 2. | Shared power to vote or direct vote: 7,906,520 shares of Common Stock | ||
| 3. | Sole power to dispose or direct the disposition: 0 | ||
| 4. | Shared power to dispose or direct the disposition: 7,906,520 shares of Common Stock | ||
| CUSIP No. 18683K101 | SCHEDULE 13D/A | Page 8 of 9 Pages |
(b) Casablanca serves as investment advisor to certain investment funds or managed accounts (collectively, the "Accounts"), and may be deemed to have beneficial ownership over the shares of Common Stock held for such Accounts. Each of Messrs. Drapkin and Taylor, as co-managing members of Casablanca GP, are in a position to indirectly determine the voting and investment decisions regarding the Issuer's securities held by the Accounts. Mr. Drapkin has sole voting power and sole dispositive power over the 1,000 shares of Common Stock owned by him in record name.
The Reporting Persons may be deemed to be a "group" pursuant to Rule 13d-5(b)(1) promulgated under the Exchange Act. Collectively, the Reporting Persons may be deemed to beneficially own 7,907,520 shares of Common Stock, representing approximately 5.2% of the outstanding shares of Common Stock. The Reporting Persons (other than Mr. Drapkin) disclaim beneficial ownership of any shares of Common Stock for which Mr. Drapkin has sole voting power and sole dispositive power.
(c) No transactions in the Common Stock have been effected by the Reporting Persons during the past 60 days.
| Item 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
| Item 6 of the Schedule 13D is hereby amended and supplemented by the addition of the following: | |
The Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D and any amendments thereto. A copy of such agreement is attached as Exhibit 15 hereto and is incorporated by reference herein.
Other than as previously disclosed in the Schedule 13D and the joint filing agreement, the Reporting Persons have no contracts, arrangements, understandings or relationships with any persons with respect to securities of the Issuer.
| Item 7. | EXHIBITS |
| Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following: | |
| Exhibit | Description |
| 14 | Press Release, dated July 29, 2014. |
| 15 | Joint Filing Agreement, dated July 30, 2014. |
| CUSIP No. 18683K101 | SCHEDULE 13D/A | Page 9 of 9 Pages |
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: July 30, 2014
| CASABLANCA CAPITAL LP | ||
| By: | /s/ Douglas Taylor | |
| Name: | Douglas Taylor | |
| Title: | Chief Executive Officer | |
| /s/ Donald G. Drapkin | ||
| Donald G. Drapkin | ||
| /s/ Douglas Taylor | ||
| Douglas Taylor | ||
EXHIBIT 14
Casablanca Receives Overwhelming Shareholder Support for Change at Cliffs Natural Resources
All Six Nominees on Casablanca's Majority Slate Elected to Cliffs Board of Directors According to Preliminary Voting Results
Press Release
29 July 2014
NEW YORK--(BUSINESS WIRE)--Casablanca Capital LP, ("Casablanca") the beneficial owner of approximately 5.2% of Cliffs Natural Resources ("Cliffs") shares, announced today that all six of Casablanca's nominees have been elected to the Cliffs Board of Directors according to preliminary estimates by its proxy solicitor of the voting results at today's Annual Meeting of Shareholders.
Donald Drapkin, Chairman of Casablanca, said, "We are grateful to our fellow Cliffs shareholders for their careful consideration of the issues and gratified that they have sent a resounding message of support for our efforts to drive meaningful change at Cliffs, bring true accountability to the Company's leadership, and restore shareholder value."
Lourenco Goncalves, one of the Casablanca nominees who was elected, said on behalf of all the newly-elected Casablanca nominees, "The conclusion of this proxy contest marks not an end but a beginning. We look forward to working collaboratively with the continuing members of Cliffs' Board and the Company's hardworking, dedicated and talented employees to set Cliffs on a course to improve performance and restore shareholder value. Cliffs has tremendous inherent value and we are confident there is much we can and will do to refocus Cliffs and steer it in a new strategic direction."
In addition to Goncalves, the other Casablanca nominees newly-elected to the Board are Robert P. Fisher, Jr., Joseph Rutkowski, James Sawyer, Gabriel Stoliar, and Douglas Taylor. Subject to certification of the final results by the independent inspector of elections, the newly elected directors begin their terms immediately and will serve through the Company's 2015 Annual Meeting of shareholders.
About Casablanca Capital LP
Casablanca Capital is an Event Driven and Activist investment manager based in New York, founded in 2010 by Donald G. Drapkin and Douglas Taylor. Casablanca invests in high quality but underperforming public companies that have multiple levers to unlock shareholder value. The firm seeks to engage with the management, Boards, and shareholders of those companies in a constructive dialogue in order to enhance shareholder value through improved operational efficiencies, strategic divestitures, capital structure optimization and increased corporate focus. In 2011, Casablanca successfully initiated a campaign at Mentor Graphics Corporation to improve profitability and enhance value at the company, working with shareholders to elect three nominees to Mentor's Board.
Cautionary Statement Regarding Opinions and Forward-Looking Statements
Certain information contained herein constitutes "forward-looking statements" with respect to Cliffs Natural Resources Inc. ("Cliffs"), which can be identified by the use of forward-looking terminology such as "may," "will," "seek," "should," "could," "expect," "anticipate," "project," "estimate," "intend," "continue" or "believe" or the negatives thereof or other variations thereon or comparable terminology. Such statements are not guarantees of future performance or activities. Due to various risks, uncertainties and assumptions, actual events or results or actual performance may differ materially from those reflected or contemplated in such forward-looking statements. The opinions of Casablanca Capital LP ("Casablanca") are for general informational purposes only and do not have regard to the specific investment objective, financial situation, suitability or particular need of any specific person, and should not be taken as advice on the merits of any investment decision. This material does not recommend the purchase or sale of any security. Casablanca reserves the right to change any of its opinions expressed herein at any time as it deems appropriate. Casablanca disclaims any obligation to update the information contained herein. Casablanca and/or one or more of the investment funds it manages may purchase additional Cliffs shares or sell all or a portion of their shares or trade in securities relating to such shares.
EXHIBIT 15
Joint Filing Agreement, dated July 30, 2014
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows that such information is inaccurate.
Dated: July 30, 2014
| CASABLANCA CAPITAL LP | ||
| By: | /s/ Douglas Taylor | |
| Name: | Douglas Taylor | |
| Title: | Chief Executive Officer | |
| /s/ Donald G. Drapkin | ||
| Donald G. Drapkin | ||
| /s/ Douglas Taylor | ||
| Douglas Taylor | ||