-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Fd/139+CLicjbHacWXFc4bgReMU38/MonwUyGfWCxyDLwLqBwaVCqA7LM4doLaUJ sLUKNsqbmEufCn64ui+aRg== 0000950152-97-004610.txt : 19970620 0000950152-97-004610.hdr.sgml : 19970620 ACCESSION NUMBER: 0000950152-97-004610 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970619 EFFECTIVENESS DATE: 19970619 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLEVELAND CLIFFS INC CENTRAL INDEX KEY: 0000764065 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 341464672 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 033-56661 FILM NUMBER: 97626402 BUSINESS ADDRESS: STREET 1: 1100 SUPERIOR AVE 18TH FLR CITY: CLEVELAND STATE: OH ZIP: 44114 BUSINESS PHONE: 2166945700 MAIL ADDRESS: STREET 2: 1100 SUPERIOR AVE 18TH FLOOR CITY: CLEVELAND STATE: OH ZIP: 44114 S-8 POS 1 CLEVELAND CLIFFS FORM S-8/POST-EFFECTIVE AMEND.#1 1 As filed with the Securities and Exchange Commission on June 19, 1997 Registration No. 033-56661 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- POST-EFFECTIVE AMENDMENT NO. 1 TO 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 (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) NORTHSHORE MINING COMPANY AND SILVER BAY POWER COMPANY RETIREMENT SAVINGS PLAN (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) ================================================================================ This Post-Effective Amendment No. 1 is being filed to add new Exhibits 4(f) and 23 to the Registration Statement. This Post-Effective Amendment shall become effective upon filing with the Securities and Exchange Commission pursuant to Rule 464 under the Securities Act of 1933. ================================================================================ Exhibit Index Appears on Page 5 Page 1 of 5 Pages 2 Part II Part II of the Registration Statement is hereby amended by adding new Exhibits 4(f) and 23: Item 8. Exhibits -------- 4(f) First Amendment, dated as of June 1, 1997, to the Northshore Mining Company and Silver Bay Power Company Retirement Savings Plan, dated October 3, 1994. 23 Consent of Independent Auditors. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Cleveland-Cliffs Inc 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 Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on June 19, 1997. CLEVELAND-CLIFFS INC By: /s/ John S. Brinzo ------------------------------------- John S. Brinzo, Executive Vice President - Finance Page 2 of 5 Pages 3 Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the 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 19, 1997 - ------------------------------------------ Executive Officer and Director M. T. Moore (Principal Executive Officer) * Executive Vice President-Finance June 19, 1997 - ------------------------------------------ (Principal Financial Officer) J. S. Brinzo * Vice President and Controller June 19, 1997 - ------------------------------------------ (Principal Accounting Officer) R. Emmet Director June 19, 1997 - ------------------------------------------ R. C. Cambre * Director June 19, 1997 - ------------------------------------------ R. S. Colman * Director June 19, 1997 - ------------------------------------------ J. D. Ireland, III * Director June 19, 1997 - ------------------------------------------ G. F. Joklik * Director June 19, 1997 - ------------------------------------------ L. L. Kanuk Director June 19, 1997 - ------------------------------------------ F. R. McAllister Director June 19, 1997 - ------------------------------------------ J. C. Morley * Director June 19, 1997 - ------------------------------------------ S. B. Oresman * Director June 19, 1997 - ------------------------------------------ A. Schwartz * Director June 19, 1997 - ------------------------------------------ A. W. Whitehouse
* John E. Lenhard, the undersigned attorney-in-fact, by signing his name hereto, does hereby sign and execute this Post-Effective Amendment No. 1 on behalf of the above indicated officers and directors thereof (constituting a majority of the directors) pursuant to a power of attorney previously filed with the Securities and Exchange Commission as Exhibit 24 to the Registration Statement. June 19, 1997 By: /s/ John E. Lenhard --------------------- John E. Lenhard, Attorney-in-Fact Page 3 of 5 Pages 4 THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the Plan has duly caused this Post- Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized, in the City of Cleveland, State of Ohio, on this 19th day of June, 1997. NORTHSHORE MINING COMPANY AND SILVER BAY POWER COMPANY RETIREMENT SAVINGS PLAN By: Savings Plan Committee, Plan Administrator By: /s/ Louis B. Mineweaser ----------------------------------- Louis B. Mineweaser, Committee Member Page 4 of 5 Pages 5 EXHIBIT INDEX ------------- 4(f) First Amendment, dated as of June 1, 1997, to the Northshore Mining Company and Silver Bay Power Company Retirement Savings Plan, dated October 3, 1994. 23 Consent of Independent Auditors. Page 5 of 5 Pages EX-4.F 2 EXHIBIT 4(F) 1 Exhibit 4(f) FIRST AMENDMENT TO THE NORTHSHORE MINING COMPANY AND SILVER BAY POWER COMPANY RETIREMENT SAVINGS PLAN WHEREAS, Northshore Mining Company established the Northshore Mining Company and Silver Bay Power Company Retirement Savings Plan (the "Plan") effective as of the day following the "Closing Date" of the transactions contemplated by the Stock Purchase Agreement by and between Cleveland-Cliffs Inc and Cliffs Minnesota Minerals Company and Cyprus Amax Minerals Company, as amended (the "Stock Purchase Agreement"), as "Closing Date' is defined in such Stock Purchase Agreement; and WHEREAS, Section 11.3 of the Plan provides that the Plan may be amended at any time; and WHEREAS, Northshore Mining Company desires to amend the Plan; NOW, THEREFORE, BE IT RESOLVED that the Plan is hereby amended, such Amendment to be effective as of June 1, 1997, as follows: 1. The second and third sentences of Section 3.1 of the Plan are hereby restated in their entirety, such sentences to read as follows: "Any other Employee may elect to participate in the Plan as of the first day of the first pay period during which the Employee commences or recommences employment with the Company; provided, however, that such Employee has completed the appropriate enrollment form(s) and timely filed such form(s) with the Plan Administrator. Any Employee who does not become a Participant when first eligible to do so may elect to participate in the Plan as of the first day of any subsequent payroll period; provided, however, such Employee has completed the appropriate enrollment form(s) and timely filed such form(s) with the Plan Administrator." 2. The first sentence of the first paragraph of subsection [c] of Section 4.1 of the Plan is deleted therefrom and the following two sentences are substituted in lieu thereof: "A participant may change the rate of Participant Contributions prospectively but not retroactively by completing and timely filing, as prescribed by the Plan Administrator, the appropriate form(s) with the Plan Administrator (on the form(s) prescribed by the Plan Administrator for such purpose). Such change in the rate of Participant Contributions shall be processed and effective as soon as administratively possible following the Plan Administrator's receipt of the appropriate completed form(s)." 2 3. Subsection [d] of Section 4.1 of the Plan is hereby restated in its entirety, such subsection [d] to read as follows: "[d] Suspension of Participant Contributions: A Participant may suspend or resume After-Tax Contributions or Pre-Tax Contributions by completing and timely filing, as prescribed by the Plan Administrator, the appropriate form(s) with the Plan Administrator. After-Tax Contributions or Pre-Tax Contributions, as applicable, shall be suspended or resumed as soon as administratively possible following the Plan Administrator's receipt of the appropriate completed form(s)." 4. Section 6.1 of the Plan is amended by designating the provisions currently set forth therein as subsection [a] thereof and by redesignating subsections [a], [b], [c], [d], [e], [f], [g], [h] and [i], respectively, as clauses [1], [2], [3], [4], [5], [6], [7], [8] and [9], respectively. 5. Section 6.1 is further amended by the addition of the following subsection [b] thereto, such subsection [b] to immediately follow subsection [a] thereof and to read as follows: "[b] Effective June 1, 1997, the following investment categories will be offered: [1] T. Rowe Price Prime Reserve Fund; [2] T. Rowe Price Stable Value Fund; [3] T. Rowe Price Spectrum Income Fund: [4] T. Rowe Price Equity Income Fund; [5] T. Rowe Price Equity Index Fund; [6] T. Rowe Price Capital Appreciation Fund; [7] T. Rowe Price International Stock Fund; [8] T. Rowe Price Mid-Cap Growth Fund; [9] T. Rowe Price New America Growth Fund; and [10] Cliffs Stock Fund." 6. Effective July 1, 1997, clause [2] of of subsection [g] of Section 7.9 of the Plan is hereby amended by the deletion of the second sentence therefrom. -2- 3 7. Subsection [h] of Section 7.9 of the Plan is hereby restated in its entirety, such subsection [h] to read as follows: "[h] Terminated Employees: Effective for loans made on or after July 1, 1997, such loan shall be immediately due and payable upon a Participant's Termination of Employment with the Company and all Related Corporations." 8. The second sentence of subsection [i] of Section 7.9 of the Plan is hereby restated in its entirety, such subsection [i] to read as follows: "Effective for loans made on or after July 1, 1997, any such loan that becomes immediately due and payable because of the circumstances described in subsection [h] of this Section 7.9 shall be in default if not paid in full within 90 days of the Participant's Termination of Employment with the Company and all Related Corporations." * * * EXECUTED in Cleveland, Ohio and effective as of June 1, 1997. NORTHSHORE MINING COMPANY By /s/ J. W. Sanders ------------------------------------ Title: PRESIDENT And /s/ J. E. Lenhard ------------------------------------ Title: SECRETARY SILVER BAY POWER COMPANY By /s/ J. W. Sanders ------------------------------------ Title: PRESIDENT And /s/ J. E. Lenhard ------------------------------------ Title: SECRETARY EX-23 3 EXHIBIT 23 1 Exhibit 23 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Post-effective Amendment No. 1 to Form S-8 No. 033-56661) pertaining to the Northshore Mining Company and Silver Bay Power Company Retirement Savings Plan of our reports (a) dated February 13, 1997, with respect to the consolidated financial statements and schedule of Cleveland-Cliffs Inc and consolidated subsidiaries included in its Annual Report (Form 10-K) for the year ended December 31, 1996, and (b) dated June 20, 1996 with respect to the financial statements and schedules of the Northshore Mining Company and Silver Bay Power Company Retirement Savings Plan included in the Plan's Annual Report (Form 11-K) for the year ended December 31, 1995, both filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Cleveland, Ohio June 17, 1997 -----END PRIVACY-ENHANCED MESSAGE-----