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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
CLEVELAND - CLIFFS, INC.
-----------------------------------------
(Name of Issuer)
COMMON STOCK
-----------------------------------------
(Title of Class of Securities)
185896107
-----------------------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ].
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
no amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
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CUSIP NO. 185896107 13G
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SCHAFER CAPITAL MANAGEMENT, INC. 13-3258094
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
NOT APPLICABLE (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE CORPORATION
5 SOLE VOTING POWER
616,200
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 616,200
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
616,200
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.4%
12 TYPE OF REPORTING PERSON*
IA
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CUSIP NO. 185896107 13G
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DAVID K. SCHAFER ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
NOT APPLICABLE (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
5 SOLE VOTING POWER
616,200
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 37,120
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 616,200
8 SHARED DISPOSITIVE POWER
37,120
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
653,320
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.7%
12 TYPE OF REPORTING PERSON*
IN
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CUSIP NO. 185896107 13G
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SCHAFER CULLEN CAPITAL MANAGEMENT, INC. 13-3089070
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
NOT APPLICABLE (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK CORPORATION
5 SOLE VOTING POWER
37,120
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 37,120
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,120
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.3%
12 TYPE OF REPORTING PERSON*
IA
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ITEM 1 (a) NAME OF ISSUER: CLEVELAND-CLIFFS, INC
ITEM 1 (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1100 Superior Ave.
Cleveland, OH 44114
ITEM 2 (a) NAME OF PERSONS FILING:
(1) Schafer Capital Management, Inc.
(2) David K. Schafer
(3) Schafer Cullen Capital Management, Inc.
Attached as Exhibit 1 is a copy of an agreement between the
persons filing (as specified above) that this Schedule 13G is
being filed on behalf of each of them.
ITEM 2 (b) ADDRESS OF PRINCIPAL BUSINESS OF EACH OF THE PERSONS SPECIFIED
IN 2(a) ABOVE:
(1) Schafer Capital Management, Inc.
101 Carnegie Center
Princeton, NJ 08540
(2) David K. Schafer
101 Carnegie Center
Princeton, NJ 08540
(3) Schafer Cullen Capital Management, Inc.
645 Fifth Avenue
New York, NY 10022
ITEM 2 (c) CITIZENSHIP OR PLACE OF ORGANIZATION:
(1) Schafer Capital Management, Inc.
Delaware Corporation
(2) David K. Schafer
U.S.A.
(3) Schafer Cullen Capital Management, Inc.
New York Corporation
ITEM 2 (d) TITLE OF CLASS OF SECURITIES
Common Stock
ITEM 2 (e) CUSIP NUMBER: 185896107
ITEM 3 THE PERSONS FILING THIS SCHEDULE 13G ARE:
Schafer Capital Management, Inc. - Investment Advisor
registered under Section 203 of the Investment Advisors Act of
1940.
David K. Schafer - President and sole shareholder of Schafer
Capital Management, Inc., and Chairman of the Board and
shareholder of Schafer Cullen Capital Management, Inc. (Mr.
Schafer is joining in this filing on Schedule 13G pursuant to
positions taken by the
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Staff of the SEC authorizing certain individuals in similar
situations to join in a filing with a controlled entity
eligible to file on 13G.)
Schafer Cullen Capital Management, Inc. - Investment Advisor
registered under Section 203 of the Investment Advisors Act of
1940. (Schafer Cullen Capital Management, Inc. is joining in
this filing on Schedule 13G as a result of the positions and
ownership held by Mr. Schafer.)
ITEM 4 OWNERSHIP
Reference is made to Items 5-11 on the cover sheets of this
Schedule 13G.
Schafer Capital Management, Inc. has been granted
discretionary voting and dispositive power over its clients'
securities.
Schafer Cullen Capital Management, Inc. has also been granted
discretionary voting and dispositive power over its clients'
securities. Schafer Cullen Capital Management, Inc. is
joining in this filing on Schedule 13G as a result of the
positions and ownership held by Mr. Schafer.
Mr. Schafer is joining in this schedule 13G and reporting sole
and dispositive power over the same shares beneficially owned
by Schafer Capital Management, Inc. as a result of his
position with and ownership of Schafer Capital Management,
Inc. Mr. Schafer is also reporting shared voting and
dispositive power over the same shares beneficially owned by
Schafer Cullen Capital Management, Inc. as a result of his
position with and ownership of Schafer Cullen Capital
Management, Inc. The aggregate sole and shared security
positions are being reported as beneficially owned by Mr.
Schafer.
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON
The ultimate power to direct the receipt of dividends paid
with respect to, and the proceeds from the sale of, such
securities, is vested in the individual and institutional
clients for which Schafer Capital Management, Inc. and Schafer
Cullen Capital Management, Inc., serves as investment advisor.
Of the 616,200 shares beneficially owned by Schafer Capital
Management, Inc., Strong Schafer Value Fund, Inc., a
registered investment company advised by Schafer Capital
Management, Inc., beneficially owns 577,600 shares or 5.1% of
the outstanding shares of the issuer.
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
Not Applicable.
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Schafer Capital Management, Inc., a Delaware Corporation, is
an investment advisor registered under Section 203 of the
Investment Advisors Act of 1940.
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Mr. Schafer is President and sole shareholder of Schafer
Capital Management, Inc. Mr. Schafer is joining in this
schedule 13G and reporting beneficial ownership of the same
securities beneficially owned by Schafer Capital Management,
Inc., as a result of his position with and ownership of
Schafer Capital Management, Inc.
Mr. Schafer is also Chairman of the Board and a shareholder of
Schafer Cullen Capital Management, Inc. Schafer Cullen
Capital Management, Inc. could be deemed to have shared voting
or investment power with Mr. Schafer as a result of Mr.
Schafer's position and ownership. Neither the filing of this
Schedule 13G nor any information contained herein shall be
construed as an admission by Mr. Schafer of his control or
power to influence control of Schafer Cullen Capital
Management, Inc.
ITEM 9 NOTICE OF DISSOLUTION OF GROUP
Not Applicable.
ITEM 10 CERTIFICATION
By signing below, the undersigned hereby certifies that to the
best of his knowledge and belief, the securities referred to
above were acquired in the ordinary course of business and
were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the issuer of
such securities and were not acquired in connection with or as
a participant in any transaction having such purpose or
effect.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete, and
correct.
Schafer Capital Management, Inc.
/s/ BRENDAN J. SPILLANE
By: Brendan J. Spillane
Secretary and Treasurer
February 13, 1998
Schafer Cullen Capital Management, Inc.
/s/ BRENDAN J. SPILLANE
By: Brendan J. Spillane
Secretary and Treasurer
February 13, 1998
David K. Schafer
/s/ BRENDAN J. SPILLANE
By: Brendan J. Spillane
Attorney-in-Fact
February 13, 1998
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EXHIBIT 1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(f)(1) of the Securities Exchange Act of 1934, each of
the parties to this Joint Filing Agreement (the "Agreement") agrees that the
statement on Schedule 13G with respect to the Common Shares issues by
Cleveland-Cliffs, Inc. to which this Agreement is attached as an Exhibit, is
filed on behalf of each such party and that any amendments to the attached
Schedule 13G will likewise be filed on behalf of each such party.
Schafer Capital Management, Inc.
/s/ BRENDAN J. SPILLANE
By: Brendan J. Spillane
Secretary and Treasurer
Schafer Cullen Capital Management, Inc.
/s/ BRENDAN J. SPILLANE
By: Brendan J. Spillane
Secretary and Treasurer
David K. Schafer
/s/ BRENDAN J. SPILLANE
By: Brendan J. Spillane
Attorney-in-Fact
