SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 CLEVELAND-CLIFFS INC - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) OHIO 34-1464672 - --------------------------------------- -------------------------------- (State of incorporation or organization) (IRS Employer Identification No.) 1100 Superior Avenue, Cleveland, Ohio 44114 - --------------------------------------- -------------------------------- (Address of principal executive offices) (Zip Code) If this form relates to the If this form relates to the registration of a class of registration of a class of securities pursuant to securities pursuant to Section 12(b) of the Section 12(g) of the Exchange Act and is Exchange Act and is effective pursuant to effective pursuant to General Instruction A.(c), General Instruction A.(d), please check the following please check the following box. [X] box. [ ] Securities Act registration file number to which this form relates, (if applicable): ________________________ Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered ------------------- ------------------------------ Rights to Purchase Common Shares New York Stock Exchange, - -------------------------------- ------------------------------ Chicago Stock Exchange ------------------------------ Securities to be registered pursuant to Section 12(g) of the Act: None - -------------------------------------------------------------------------------- Title of class ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED. On September 9, 1997, the Directors of Cleveland-Cliffs Inc (the "Company") declared a dividend distribution of one right (a "Right") for each Common Share, par value $1.00 per share (the "Common Shares"), of the Company outstanding at the close of business on September 19, 1997 (the "Record Date"), pursuant to the terms of a Rights Agreement, dated as of September 19, 1997 (the "Rights Agreement"), between the Company and First Chicago Trust Company of New York, as Rights Agent. The Rights Agreement also provides, subject to specified exceptions and limitations, that Common Shares issued or delivered from the Company's treasury after the Record Date will be entitled to and accompanied by Rights. The Rights are in all respects subject to and governed by the provisions of the Rights Agreement, a copy of which (including all exhibits thereto) is filed as Exhibit 4.1 hereto and incorporated herein by this reference. A summary description of the Rights is set forth in Exhibit B to the Rights Agreement. ITEM 2. EXHIBITS. Exhibit Number Exhibit ------ ------- 4.1 Rights Agreement (including a Form of Right Certificate as Exhibit A thereto and a Summary of Rights to Purchase Common Shares as Exhibit B thereto) 99.1 Form of letter to shareholders, dated September 19, 1997 99.2 Press release, dated September 9, 1997 2 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. CLEVELAND-CLIFFS INC By: /s/ J. S. Brinzo ------------------------------ Name: J.S. Brinzo Title: Executive Vice President Finance and Planning Dated: September 19, 1997 3 INDEX TO EXHIBITS Exhibit Number Exhibit ------ ------- 4.1 Rights Agreement (including a Form of Right Certificate as Exhibit A thereto and a Summary of Rights to Purchase Common Shares as Exhibit B thereto) 99.1 Form of letter to shareholders, dated September 19, 1997 99.2 Press release, dated September 9, 1997 4