<PAGE> 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)
<TABLE>
<CAPTION>
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
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, par value
$1.00 per share(3) 550,000 $31.88 $17,534,000 $4,874.45
==================================================================================================================
</TABLE>
(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
<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 ("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
<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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* 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
</TABLE>
* 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
<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 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
<PAGE> 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
<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) 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
<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, 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
