<PAGE> 1
As filed with the Securities and Exchange Commission on June 14, 1996
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)
1100 Superior Avenue, Cleveland, Ohio 44114-2589
(Address of Principal Executive Offices Including Zip Code)
CLEVELAND-CLIFFS INC NONEMPLOYEE DIRECTORS' COMPENSATION PLAN
(Full Title of the Plan)
John E. Lenhard, Esq.
Secretary and Assistant General Counsel
Cleveland-Cliffs Inc
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
<TABLE>
<CAPTION>
=================================================================================================================================
Title of Proposed Maxi- Proposed Maxi- Amount of
Securities to Amount to be mum Offering mum Aggregate Registration
be Registered Registered (1) Price Per Share (2) Offering Price (2) Fee
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, $1.00 50,000 $40.00 $2,000,000 $690
par value per share
=================================================================================================================================
<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
Nonemployee Directors' Compensation Plan ("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 10, 1996, within five business days prior to filing.
</TABLE>
Exhibit Index Appears on Page 6
Page 1 of 6 Pages
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Part II
Item 3. Incorporation of Documents by Reference
---------------------------------------
The following documents previously filed by Cleveland-Cliffs Inc
("Registrant") with the Securities and Exchange Commission ("Commission")
are incorporated herein by reference: (1) the Annual Report on Form 10-K for
the fiscal year ended December 31, 1995; (2) the Quarterly Report on Form 10-Q
for the fiscal quarter ended March 31, 1996; and (3) the description of the
Common Shares contained in the Registration Statement filed with the Commission
pursuant to Section 12 of the Securities Exchange Act of 1934 ("Exchange Act")
for purposes of registering such securities thereunder, and any amendments and
reports filed for the purpose of updating that description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold shall be deemed
to be incorporated herein by reference and to be part hereof from the date of
filing of such documents.
Item 4. Description of Securities
-------------------------
Not Applicable. (Class of securities to be offered is registered under
Section 12 of the Exchange Act.)
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
Section 1701.13(E) of the Ohio Revised Code sets forth conditions and
limitations concerning indemnification of officers, directors and other persons.
Article IV of the Registrant's Regulations, incorporated herein by reference,
allows indemnification of officers and directors to the fullest extent permitted
for a corporation organized under the laws of Ohio.
The indemnification provided by the Regulations shall not be deemed
exclusive of any other rights to which any person indemnified may be entitled as
a matter of law or otherwise both as to action in his or her official capacity
and as to action in another capacity while holding such office and shall
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of heirs, executors and administrators of
such a person.
The directors and officers of the Registrant are covered by insurance
policies issued by Continental Casualty Company and Federal Insurance Company,
which insure the directors and officers of the Registrant against certain
liabilities (excluding fines and penalties imposed by law) that might be
incurred by them in such capacities and insure the Registrant for amounts that
may be paid by the Registrant to indemnify its directors covered by the policies
(up to the limits of such policies).
The Registrant has entered into indemnification agreements with its
directors that would require the Registrant, subject to any limitations on the
maximum permissible indemnification that may exist at law, to indemnify a
director for claims that arise from his or her capacity as a director.
Item 7. Exemption from Registration Claims
----------------------------------
Not Applicable.
Page 2 of 6 Pages
<PAGE> 3
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 Nonemployee Directors' Compensation Plan
(filed as Appendix A to the Registrant's Proxy Statement dated
March 25, 1996 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 Society National Bank (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).
23 Consent of Independent Auditors.
24 Power of Attorney.
Item 9. Undertakings
------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the Registration Statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the Registration
Statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the Registration
Statement or any material change to such
information in the Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated
by reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein,
and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit
Page 3 of 6 Pages
<PAGE> 4
plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be in the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by
a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
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 14, 1996.
CLEVELAND-CLIFFS INC
By: /s/ John S. Brinzo
--------------------------------------------------
John S. Brinzo, Executive Vice President - Finance
Page 4 of 6 Pages
<PAGE> 5
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 date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chairman, President and Chief June 14, 1996
- ------------------------------------------ Executive Officer and Director
M. T. Moore (Principal Executive Officer)
* Executive Vice President-Finance June 14, 1996
- ------------------------------------------ (Principal Financial Officer)
J. S. Brinzo
* Vice President and Controller June 14, 1996
- ------------------------------------------ (Principal Accounting Officer)
R. Emmet
* Director June 14, 1996
- ------------------------------------------
R. C. Cambre
* Director June 14, 1996
- ------------------------------------------
R. S. Colman
* Director June 14, 1996
- ------------------------------------------
J. D. Ireland, III
* Director June 14, 1996
- ------------------------------------------
G. F. Joklik
* Director June 14, 1996
- ------------------------------------------
E. B. Jones
* Director June 14, 1996
- ------------------------------------------
L. L. Kanuk
* Director June 14, 1996
- ------------------------------------------
F. R. McAllister
* Director June 14, 1996
- ------------------------------------------
J. C. Morley
* Director June 14, 1996
- ------------------------------------------
S. B. Oresman
* Director June 14, 1996
- ------------------------------------------
A. Schwartz
* Director June 14, 1996
- ------------------------------------------
J. H. Wade
* Director June 14, 1996
- ------------------------------------------
A. W. Whitehouse
<FN>
* 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.
</TABLE>
June 14, 1996 By: /s/ John E. Lenhard
-------------------
John E. Lenhard
Secretary and Assistant General Counsel
Page 5 of 6 Pages
<PAGE> 6
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 Nonemployee Directors' Compensation Plan
(filed as Appendix A to the Registrant's Proxy Statement dated
March 25, 1996 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 Society National Bank (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).
23 Consent of Independent Auditors.
24 Power of Attorney.
Page 6 of 6 Pages
<PAGE> 1
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Cleveland-Cliffs Inc Nonemployee Directors' Compensation
Plan of our report dated February 13, 1996, 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, 1995, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Cleveland, Ohio
June 12, 1996
<PAGE> 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
Nonemployee Directors' Compensation Plan, 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 14th day of June, 1996.
<TABLE>
<S> <C>
/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/ J. H. Wade
- ------------------------------------------------------- ---------------------------------------------------------------
J. D. Ireland, III J. H. Wade
Director Director
/s/ G. F. Joklik /s/ A. W. Whitehouse
- ------------------------------------------------------- ---------------------------------------------------------------
G. F. Joklik A. W. Whitehouse
Director Director
/s/ E. B. Jones
- -------------------------------------------------------
E. B. Jones
Director
</TABLE>
