皇冠体育官网证券交易委员会,华盛顿特区20549
形式公布
目前的报告
根据1934年证券交易法第13或15(d)条
报告日期(最早报告事件的日期): | 6月14日 |
Cleveland-Cliffs公司 __________________________________________ ( 注册人的确切名称作为其宪章中指定)
俄亥俄州 | 1 - 8944 | 34 - 1464672 |
_____________________ (州或其他司法管辖区 |
_____________ (委员会 |
______________ (国税局雇主 |
合并) | 文件数量) | 识别号) |
俄亥俄州皇冠体育市苏必利尔大道1100号 | 44114 - 2589 | |
_________________________________ (主要行政办事处地址) |
___________ (邮政编码) |
注册人的电话号码,包括地区号码: | 216-694-5700 |
不适用 ______________________________________________ 前名或前地址,如果改变了自去年报告
如果8-K表格的提交是为了同时满足注册人在以下任何规定下的提交义务,请勾选以下适当的方框:
[]根据《证券法》(17 CFR 230.425)第425条进行的书面沟通
[]根据《交易法》(17 CFR 240.14a-12)第14a-12条征求材料
[]根据《交易法》第14d-2(b)条(17 CFR 240.14d-2(b)条)进行的开工前通信
[]根据《交易法》第13e-4(c)条(17 CFR 240.13e-4(c)条)进行的开工前通信
项目8.01其他事项。
Cleveland-Cliffs Inc published a news release as follows:
Cleveland-Cliffs Announces Acquisition of PinnOak Resources,
Major Metallurgical Coal Producer
Cleveland, OH—June 14, 2007—Cleveland-Cliffs Inc ("Cliffs") (NYSE: CLF) today announced that it has agreed to acquire PinnOak Resources, LLC, and its subsidiary operating companies, for $450 million in cash plus approximately $150 million in debt. PinnOak is a privately owned domestic producer of high-quality, low-volatile metallurgical coal. Payment of 25 percent of the cash portion will be deferred until December 31, 2009. The transaction is expected to close within 60 days and is subject to regulatory clearances.
"This acquisition represents an attractive expansion opportunity for our Company. When combined with our Australian coking and thermal coal operation, the Sonoma Project, the Company will control a 10 million ton position, with the majority being for export," commented Joseph A. Carrabba, Cleveland-Cliffs chairman, president and chief executive officer. "It marks yet another step in the execution of our strategy to deepen Cliffs’ exposure to faster growing international markets and further diversify its mineral sales."
The transaction is expected to increase Cliffs’ 2008 revenues by approximately $400 million and add approximately $100 million in EBITDA. Due to customer transition issues, full-year 2007 revenues are expected to be approximately $300 million. The transaction will have minimal earnings impact to Cliffs in 2007 as it covers acquisition and integration costs.
PinnOak’s operations include two complexes comprising three underground mines—the Pinnacle and Green Ridge mines in southern West Virginia, and the Oak Grove mine near Birmingham, Alabama. Combined, the mines have the capacity to produce in excess of seven million tons of premium-quality metallurgical coal annually.
The Pinnacle complex, located in Pineville, West Virginia, comprises the Pinnacle and Green Ridge properties. In operation since 1969, Pinnacle produces a high-quality, low-volatile metallurgical coal and boasts the only longwall plow system in the United States. The Green Ridge mine, opened in 2004, also produces a premium-quality product. Coal from both mines is processed by the Pinnacle Preparation Plant and then shipped to the customer via the Norfolk Southern rail line and exports from the port of Norfolk, Virginia.
Located in Adger, Alabama, the Oak Grove mine has been in operation since 1975 producing high-quality, low-volatile, very low-sulfur product, which is in high demand due to its excellent coking characteristics. Processing from this mine is done at the Concord Preparation Plant and product is transported domestically by rail, barge or truck. International shipments initiate from the port of Mobile, Alabama.
Approximately 80 percent of PinnOak’s total 2007 production is slated for the international steel market, with the balance committed to integrated steelmakers in the United States. The company produced approximately 3.9 million tons of coal in 2006 and has current estimated reserves of 140 million tons.
"We are excited to welcome the PinnOak team to the Cliffs organization as they provide a depth of experience and an additional growth platform consistent with the Company’s strategic objectives," Carrabba added.
To be added to Cleveland-Cliffs’ e-mail distribution list, please click on the link below:
http://www.cpg-llc.com/clearsite/clf/emailoptin.html
Cleveland-Cliffs Inc, headquartered in Cleveland, Ohio, is the largest producer of iron ore pellets in North America and sells the majority of its pellets to integrated steel companies in the United States and Canada. Cleveland-Cliffs Inc operates a total of six iron ore mines located in Michigan, Minnesota and Eastern Canada. The Company owns 80 percent of Portman Limited, a large iron ore mining company in Australia, serving the Asian iron ore markets with direct-shipping fines and lump ore. It also has a 30 percent interest in the Amapá Project, a Brazilian iron ore project, and a 45 percent economic interest in the Sonoma Project, an Australian coking and thermal coal project.
News releases and other information on the Company are available on the Internet at:
http://www.cleveland-cliffs.com
This news release contains predictive statements that are intended to be made as "forward-looking" within the safe harbor protections of the Private Securities Litigation Reform Act of 1995. Although the Company believes that its forward-looking statements are based on reasonable assumptions, such statements are subject to risk and uncertainties. There can be no assurance that the transactions contemplated in connection with the acquisition of PinnOak will be consummated.
Actual results may differ materially from such statements for a variety of reasons, including: market forces that negatively impact the domestic and international low-volatile metallurgical coal markets; changes in global demand for low-volatile metallurgical coal by integrated steel producers due to changes in steel utilization rates; operational factors; availability of capital equipment and component parts; availability of float capacity and other transportation issues; changes in the financial condition of the Company's partners and/or customers; rejection of major contracts and/or venture agreements by customers and/or participants under provisions of the U.S. Bankruptcy Code or similar statutes in other countries; inability to achieve expected production levels; failure to receive or maintain required environmental permits; problems with productivity, labor disputes, weather conditions, fluctuations in coal grade, tons mined, changes in cost factors including energy costs, transportation and employee benefit costs; and the effect of these various risks on the Company's future cash flows, debt levels, liquidity and financial position.
Reference is also made to the detailed explanation of the many factors and risks that may cause such predictive statements to turn out differently, set forth in the Company's Annual Report and Reports on Form 10-K and previous news releases filed with the Securities and Exchange Commission, which are publicly available on Cleveland-Cliffs' website. The information contained in this document speaks as of the date of this news release and may be superseded by subsequent events.
SOURCE: Cleveland-Cliffs Inc
CONTACT: Media: 1-216-694-4870
Financial Community: 1-800-214-0739, or 1-216-694-5459
签名
根据1934年《证券交易法》的要求,注册人已正式授权以下签字人代表其签署本报告。
Cleveland-Cliffs公司 | ||||
二零零七年六月十五日 | 由: | Traci L. Forrester |
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姓名:Traci L. Forrester | ||||
职务:助理秘书 |