-----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, UCd7rY3H9mfaphJFHSCJU8M07+YimmhcKIwDpEhvZrUl3s9s1VLmF7F+KXXlwaWQ vHhYn7BFWO8syK/s7t2FtQ== 0000950152-97-004933.txt : 19970701 0000950152-97-004933.hdr.sgml : 19970701 ACCESSION NUMBER: 0000950152-97-004933 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970630 EFFECTIVENESS DATE: 19970630 SROS: NONE 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 SEC ACT: 1933 Act SEC FILE NUMBER: 333-30391 FILM NUMBER: 97633221 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 1 CLEVELAND-CLIFFS INC. S-8 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 ---------------- 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 ============================================================================================================================== (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 2 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 -------- 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 3 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 4 EXHIBIT INDEX ------------- 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 EX-5 2 EXHIBIT 5 1 Exhibit 5 June 30, 1997 Cleveland-Cliffs Inc 1100 Superior Avenue Cleveland, Ohio 44114-2589 Re: 1992 Incentive Equity Plan (as Amended and Restated as of May 13, 1997) ----------------------------------------------------------------------- Ladies and Gentlemen: We have acted as counsel for Cleveland-Cliffs Inc, an Ohio corporation (the "Registrant"), in connection with Cleveland-Cliffs Inc 1992 Incentive Equity Plan (as Amended and Restated as of May 13, 1997) (the "Plan"). We have examined such documents, records and matters of law as we have deemed necessary for purposes of this opinion, and based thereon, we are of the opinion that the Registrant's Common Shares, par value $1.00 per share (the "Common Shares"), that may be issued or transferred and sold pursuant to the Plan and the authorized forms of agreement thereunder (the "Agreements") will be, when issued or transferred and sold in accordance with the Plan and such Agreements, duly authorized, validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement on Form S-8 filed by the Registrant to effect registration of the Common Shares to be issued and sold pursuant to the Plan under the Securities Act of 1933. Very truly yours, Jones, Day, Reavis & Pogue Page 5 of 7 Pages EX-23.A 3 EXHIBIT 23.A 1 Exhibit 23(a) CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Cleveland-Cliffs Inc 1992 Incentive Equity Plan (As Amended and Restated as of May 13, 1997) of our report 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, filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Cleveland, Ohio June 27, 1997 Page 6 of 7 Pages EX-24 4 EXHIBIT 24 1 Exhibit 24 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of Cleveland-Cliffs Inc, an Ohio corporation ("the Company"), hereby constitutes and appoints John S. Brinzo, Franklin L. Hartman and John E. Lenhard, and each of them, as true and lawful attorney or attorneys-in-fact for the undersigned, with full power of substitution and revocation, for him or her and in his or her name, place and stead, to sign on his or her behalf as an officer or director of the Company a Registration Statement or Registration Statements on Form S-8 pursuant to the Securities Act of 1933 concerning certain Common Shares of the Company to be offered in connection with the Company's 1992 Incentive Equity Plan (As Amended and Restated as of May 13, 1997), and to sign any and all amendments or post-effective amendments to such Registration Statement(s), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission or any state regulatory authority, granting unto said attorney or attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original with respect to the person executing it. IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the 30th day of June, 1997. /s/ M. T. Moore /s/ L. L. Kanuk - ---------------------------------------------- --------------------- M. T. Moore L. L. Kanuk Chairman, President and Chief Executive Officer Director and Director (Principal Executive Officer) /s/ J. S. Brinzo /s/ F. R. McAllister - ---------------------------------------------- --------------------- J. S. Brinzo F. R. McAllister Executive Vice President-Finance Director (Principal Financial Officer) /s/ R. Emmet /s/ J. C. Morley - ---------------------------------------------- --------------------- R. Emmet J. C. Morley Vice President and Controller Director (Principal Accounting Officer) /s/ R. C. Cambre /s/ S. B. Oresman - ---------------------------------------------- --------------------- R. C. Cambre S. B. Oresman Director Director /s/ R. S. Colman /s/ A. Schwartz - ---------------------------------------------- --------------------- R. S. Colman A. Schwartz Director Director /s/ J. D. Ireland, III /s/ A. W. Whitehouse - ---------------------------------------------- --------------------- J. D. Ireland, III A. W. Whitehouse Director Director /s/ G. F. Joklik - ---------------------------------------------- G. F. Joklik Director Page 7 of 7 Pages -----END PRIVACY-ENHANCED MESSAGE-----