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 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 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.
Signature Title Date --------- ----- ---- * 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
* 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 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 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