<PAGE> 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
<PAGE> 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
<PAGE> 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* 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
</TABLE>
* 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
<PAGE> 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
<PAGE> 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
<PAGE> 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)."
<PAGE> 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-
<PAGE> 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
<PAGE> 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
