As
filed with the Securities and Exchange Commission on February 1, 2006.
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| Registration No. 333-113252 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
on
FORM S-1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Cleveland-Cliffs Inc
(Exact Name of Registrant as Specified in Its Charter)
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| Ohio
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1000
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34-1464672 |
| (State or Other Jurisdiction of
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(Primary Standard Industrial
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(I.R.S. Employer |
| Incorporation or Organization)
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Classification Code Number)
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Identification Number) |
1100 Superior Avenue
Cleveland, Ohio 44114
(216) 694-5700
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant’s Principal Executive Offices)
George W. Hawk, Esq.
General Counsel and Secretary
Cleveland-Cliffs Inc
1100 Superior Avenue
Cleveland, Ohio 44114
(216) 694-5700
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
Copies to:
David P. Porter, Esq.
Jones Day
901 Lakeside Avenue
Cleveland, Ohio 44114
(216) 586-3939
Approximate date of commencement of proposed sale to the public: From time to time after
the effective date of this registration statement, as the selling securityholders determine.
If any of the securities being registered on this form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or reinvestment plans, please check the following box.
þ
If this form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same offering. o
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities
Act, check the following box and list the Securities Act registration number of the earlier
effective registration statement of the same offering. o
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities
Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. o
The registrant hereby amends this registration statement on such date or dates as may be
necessary to delay its effective date until the registrant shall file a further amendment which
specifically states that this registration statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement
shall become effective on such date as the Securities and Exchange Commission, acting pursuant to
said Section 8(a), may determine.
TABLE OF CONTENTS
INTRODUCTORY NOTE
This Registration Statement registered resales of 172,500 shares of 3.25% redeemable
cumulative convertible perpetual preferred stock (the “Preferred Stock”) of Cleveland Cliffs Inc
(the “Company”), $172,500,000 principal aggregate amount of 3.25% convertible subordinated
debentures issuable upon exchange for the Preferred Stock (the “Debentures”) and 5,564,506 common
shares (taking into account the Company’s two-for-one stock split effective as of December 31,
2004) issuable upon conversion of the Preferred Stock and the Debentures (the “Common Shares”).
The Company was contractually obligated to register resales of the Preferred Stock, Debentures and
Common Shares and to maintain this Registration Statement’s effectiveness for a period of two years
from the original issuance of the Preferred Stock. The Preferred Stock was originally issued on
January 21, 2004, and therefore the Company is no longer contractually obligated to maintain the
effectiveness of the Registration Statement due to the expiration of such period. Accordingly,
this Post-Effective Amendment No. 1 is being filed in order to deregister 92,655 shares of
Preferred Stock, $172,500,000 in aggregate principal amount of Debentures and 5,564,506 Common
Shares that have not been resold hereunder.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant 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 January 31, 2006.
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CLEVELAND-CLIFFS INC
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By: |
/s/ Donald J. Gallagher
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Name: |
Donald J. Gallagher |
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Title: |
Executive Vice President, Chief Financial
Officer and Treasurer |
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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.
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/s/ J. S. Brinzo |
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J. S. Brinzo
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Chairman, Chief Executive
Officer and Director
(Principal Executive Officer)
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January 31, 2006 |
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/s/ D. J. Gallagher |
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D. J. Gallagher
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Executive Vice President,
Chief Financial Officer and
Treasurer
(Principal Financial Officer)
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January 31, 2006 |
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/s/ R. J. Leroux |
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R. J. Leroux
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Vice President and Controller
(Principal Accounting Officer)
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January 31, 2006 |
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R. C. Cambre
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Director
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January 31, 2006 |
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R. Cucuz
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Director
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January 31, 2006 |
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S. M. Cunningham
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Director
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January 31, 2006 |
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B. J. Eldridge
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Director
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January 31, 2006 |
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D. H. Gunning
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Vice Chairman and Director
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January 31, 2006 |
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