<PAGE> 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
<TABLE>
<CAPTION>
==============================================================================================================================
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
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, par
value $1.00 per share 555,000 $40.44 $22,444,200.00 $6,801.27
==============================================================================================================================
<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
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.
</TABLE>
Exhibit Index Appears on Page 4
Page 1 of 7 Pages
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<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 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
