-----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, RA73G8x5RVlV8grHiRiVnrrN8I3Xf1Dqqa++1bzVM3Mo1DHiWh7Ye0peadnqhn4K BosvKeLS60byi2x9/IPu+Q== 0000950152-99-006435.txt : 19990805 0000950152-99-006435.hdr.sgml : 19990805 ACCESSION NUMBER: 0000950152-99-006435 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990804 EFFECTIVENESS DATE: 19990804 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: SEC FILE NUMBER: 333-84479 FILM NUMBER: 99677643 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. 1 As filed with the Securities and Exchange Commission on August 4, 1999 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) AS AMENDED AS OF MAY 11, 1999 (Full Title of the Plan) John E. Lenhard, Esq. Secretary and Associate 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(3) 550,000 $31.88 $17,534,000 $4,874.45 ==================================================================================================================
(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) As Amended as of May 11, 1999 ("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 July 30, 1999, within five business days prior to filing. (3) One common share purchase right (a "Right") will also be issued with respect to each Common Share. The terms of the Rights are described in the Form 8-A filed by the Registrant on September 19, 1997. 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 ("SEC") on June 4, 1992, which was also incorporated by reference in Registration Statement No. 333-30391 as filed with the SEC on June 30, 1997, is 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) Amendment to the Cleveland-Cliffs Inc 1992 Incentive Equity Plan (As Amended and Restated as of May 13, 1997), effective as of May 11, 1999 (filed as Appendix A to the Registrant's Proxy Statement dated March 22, 1999 and incorporated herein by reference). 4(e) The Registrant's Form 8-A with respect to the Rights (filed on September 19, 1997 and incorporated herein by reference). 4(f) Rights Agreement, dated September 19, 1997 between the Registrant and First Chicago Trust Company of New York (filed as Exhibit 4.1 to the Registrant's Form 8-K filed on September 19, 1997 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 August 4, 1999. CLEVELAND-CLIFFS INC By: /s/ John S. Brinzo ----------------------------------------------------- John S. Brinzo, President and Chief Executive Officer 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 --------- ----- ---- * President and Chief Executive Officer August 4, 1999 - ---------------------- and Director (Principal Executive J. S. Brinzo Officer) * Senior Vice President-Finance August 4, 1999 - ---------------------- (Principal Financial Officer) C. B. Bezik * Controller (Principal Accounting August 4, 1999 - ---------------------- Officer) R. J. Leroux * Director August 4, 1999 - ---------------------- R. C. Cambre * Director August 4, 1999 - ---------------------- R. S. Colman * Director August 4, 1999 - ---------------------- J. D. Ireland, III * Director August 4, 1999 - ---------------------- G. F. Joklik * Director August 4, 1999 - ---------------------- L. L. Kanuk * Director August 4, 1999 - ---------------------- F. R. McAllister * Director August 4, 1999 - ---------------------- J. C. Morley * Director August 4, 1999 - ---------------------- S. B. Oresman * Director August 4, 1999 - ---------------------- A. Schwartz
* 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. August 4, 1999 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 the Registrant's Proxy Statement dated March 24, 1997 and incorporated herein by reference). 4(d) Amendment to the Cleveland-Cliffs Inc 1992 Incentive Equity Plan (As Amended and Restated as of May 13, 1997), effective as of May 11, 1999 (filed as Appendix A to the Registrant's Proxy Statement dated March 22, 1999 and incorporated herein by reference). 4(e) The Registrant's Form 8-A with respect to the Rights (filed on September 19, 1997 and incorporated herein by reference). 4(f) Rights Agreement, dated September 19, 1997 between the Registrant and First Chicago Trust Company of New York (filed as Exhibit 4.1 to the Registrant's Form 8-K filed on September 19, 1997 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 August 3, 1999 Cleveland-Cliffs Inc 1100 Superior Avenue Cleveland, Ohio 44114-2589 Re: 1992 Incentive Equity Plan (As Amended and Restated as of May 13, 1997) As Amended as of May 11, 1999 ----------------------------------------------------------------------- Ladies and Gentlemen: We have acted as counsel for Cleveland-Cliffs Inc, an Ohio corporation (the "Registrant"), in connection with the Cleveland-Cliffs Inc 1992 Incentive Equity Plan (As Amended and Restated as of May 13, 1997) As Amended as of May 11, 1999 (the "Plan"). We have examined such documents, records and matters of law as we have deemed necessary for purposes of this opinion, and based thereupon, we are of the opinion that: 1. The Registrant's Common Shares, par value $1.00 per share ("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. 2. When issued in accordance with the Rights Agreement dated September 19, 1997 between Registrant and First Chicago Trust Company of New York (the "Rights Agreement"), the common share purchase rights ("Rights") will be validly issued. The opinion set forth in paragraph 2 is limited to the valid issuance of the Rights under the corporation laws of the State of Ohio. We do not express any opinion herein with respect to any other aspect of the Rights, the effect of equitable principles or fiduciary considerations relating to the adoption of the Rights Agreement or the issuance of the Rights or the enforceability of any particular provisions of the Rights Agreement. In rendering the opinion set forth in subparagraph 2 above, moreover, we note that our research indicates that there are no reported decisions applying Ohio law concerning the authorization or issuance of securities substantially similar to the Rights. In the absence of directly applicable judicial authority, we have considered the pertinent provisions of Ohio corporation law and the decisions of courts applying the laws of other jurisdictions to analogous factual situations. Although such decisions may be persuasive to Ohio courts, they have no binding precedential effect. 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, /s/ Jones, Day, Reavis & Pogue Jones, Day, Reavis & Pogue Page 5 of 7 Pages EX-23 3 EXHIBIT 23 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) As Amended as of May 11, 1999 of our report dated January 29, 1999, 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, 1998, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP Cleveland, Ohio July 30, 1999 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, Cynthia B. Bezik, Joseph H. Ballway, Jr. 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) As Amended as of May 11, 1999, 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 1st day of July, 1999. /s/ J. S. Brinzo /s/ G. F. Joklik - ------------------------------ --------------------------- J. S. Brinzo G. F. Joklik President and Chief Executive Officer Director and Director (Principal Executive Officer) /s/ C. B. Bezik /s/ L. L. Kanuk - ------------------------------ --------------------------- C. B. Bezik L. L. Kanuk Senior Vice President-Finance Director (Principal Financial Officer) /s/ R. J. Leroux /s/ F. R. McAllister - ------------------------------ --------------------------- R. J. Leroux F. R. McAllister Controller (Principal Accounting Officer) Director /s/ R. C. Cambre /s/ J. C. Morley - ------------------------------ --------------------------- R. C. Cambre J. C. Morley Director Director /s/ R. S. Colman /s/ S. B. Oresman - ------------------------------ --------------------------- R. S. Colman S. B. Oresman Director Director /s/ J. D. Ireland, III /s/ A. Schwartz - ------------------------------ --------------------------- J. D. Ireland, III A. Schwartz Director Director Page 7 of 7 Pages -----END PRIVACY-ENHANCED MESSAGE-----