-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WYtOCeObsboT5ZFPeQWG7C4jIXpYcxhOPoFZGOAzCKZOVTniv8ElnaknEiitxi6e zRCVPM3nuGv7yX7BnHWr1g== 0000895345-05-000158.txt : 20050211 0000895345-05-000158.hdr.sgml : 20050211 20050211163407 ACCESSION NUMBER: 0000895345-05-000158 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050211 DATE AS OF CHANGE: 20050211 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CLEVELAND CLIFFS INC CENTRAL INDEX KEY: 0000764065 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 341464672 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36514 FILM NUMBER: 05599210 BUSINESS ADDRESS: STREET 1: 1100 SUPERIOR AVE 18TH FLR CITY: CLEVELAND STATE: OH ZIP: 44114 BUSINESS PHONE: 2166945700 MAIL ADDRESS: STREET 1: 100 SUPERIOR AVE STREET 2: 18TH FLOOR CITY: CLEVELAND STATE: OH ZIP: 44114 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: APPALOOSA MANAGEMENT LP CENTRAL INDEX KEY: 0001006438 IRS NUMBER: 223220835 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 26 MAIN ST STREET 2: 1ST FLOOR CITY: CHATHAM STATE: NJ ZIP: 07928 BUSINESS PHONE: 9737017000 MAIL ADDRESS: STREET 1: 26 MAIN ST STREET 2: 1ST FLOOR CITY: CHATAM STATE: NJ ZIP: 07928 SC 13G/A 1 rs13ga-cliffs.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)[1] CLEVELAND-CLIFFS INC - ------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - ------------------------------------------------------------------------------- (Title of Class of Securities) 185896107 ---------------------------------------- (CUSIP Number) DECEMBER 31, 2004 ---------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |_| Rule 13d-1(b) |X| Rule 13d-1(c) |_| Rule 13d-1(d) [1] The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13G CUSIP NO. 185896107 PAGE 2 OF 11 PAGES 1 NAME OF REPORTING PERSON /I.R.S. IDENTIFICATION NO. OF ABOVE PERSON APPALOOSA INVESTMENT LIMITED PARTNERSHIP I 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE 5 SOLE VOTING POWER NUMBER OF -0- SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY 127,912 EACH 7 SOLE DISPOSITIVE POWER REPORTING -0- PERSON 8 SHARED DISPOSITIVE POWER WITH 127,912 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 127,912 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.2% 12 TYPE OF REPORTING PERSON* PN SCHEDULE 13G CUSIP NO. 185896107 PAGE 3 OF 11 PAGES 1 NAME OF REPORTING PERSON /I.R.S. IDENTIFICATION NO. OF ABOVE PERSON PALOMINO FUND LTD. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION BRITISH VIRGIN ISLANDS 5 SOLE VOTING POWER NUMBER OF -0- SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY 20,488 EACH 7 SOLE DISPOSITIVE POWER REPORTING -0- PERSON 8 SHARED DISPOSITIVE POWER WITH 20,488 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,488 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.2% 12 TYPE OF REPORTING PERSON* CO SCHEDULE 13G CUSIP NO. 185896107 PAGE 4 OF 11 PAGES 1 NAME OF REPORTING PERSON /I.R.S. IDENTIFICATION NO. OF ABOVE PERSON APPALOOSA MANAGEMENT L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE 5 SOLE VOTING POWER NUMBER OF -0- SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY 148,400 EACH 7 SOLE DISPOSITIVE POWER REPORTING -0- PERSON 8 SHARED DISPOSITIVE POWER WITH 148,400 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 148,400 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.4% 12 TYPE OF REPORTING PERSON* PN SCHEDULE 13G CUSIP NO. 185896107 PAGE 5 OF 11 PAGES 1 NAME OF REPORTING PERSON /I.R.S. IDENTIFICATION NO. OF ABOVE PERSON APPALOOSA PARTNERS INC. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE 5 SOLE VOTING POWER NUMBER OF -0- SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY 148,400 EACH 7 SOLE DISPOSITIVE POWER REPORTING -0- PERSON 8 SHARED DISPOSITIVE POWER WITH 148,400 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 148,400 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.4% 12 TYPE OF REPORTING PERSON* CO SCHEDULE 13G CUSIP NO. 185896107 PAGE 6 OF 11 PAGES 1 NAME OF REPORTING PERSON /I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DAVID A. TEPPER 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES 5 SOLE VOTING POWER NUMBER OF -0- SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY 148,400 EACH 7 SOLE DISPOSITIVE POWER REPORTING -0- PERSON 8 SHARED DISPOSITIVE POWER WITH 148,400 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 148,400 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.4% 12 TYPE OF REPORTING PERSON* IN This Amendment No. 1 to the statement on Schedule 13G filed by and on behalf of Appaloosa Investment Limited Partnership I ("AILP"), Palomino Fund Ltd. ("Palomino"), Appaloosa Management L.P. ("AMLP"), Appaloosa Partners Inc. ("API") and David A. Tepper ("Mr. Tepper" and, together with AILP, Palomino, AMLP and API, the "Reporting Persons") filed on December 5, 2003 (the "Schedule 13G") relates to the common stock of Cleveland-Cliffs Inc. As of December 31, 2004, the Reporting Persons' ownership position fell below 5%. As of the date of this filing, the Reporting Persons' ownership continues to remain below 5% and, therefore, the Reporting Persons are filing this Amendment to reflect that, pursuant to Rule 13d-2(b) under the Securities Exchange Act of 1934, as amended, the Reporting Persons no longer have an obligation to make additional 13G filings. Item 1. (a) NAME OF ISSUER: Cleveland-Cliffs Inc. (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 1100 Superior Avenue Cleveland, Ohio 44114-2589 Item 2. (a) NAME OF PERSON FILING: This Statement is being filed by and on behalf of Appaloosa Investment Limited Partnership I ("AILP"), Palomino Fund Ltd. ("Palomino"), Appaloosa Management L.P. ("AMLP"), Appaloosa Partners Inc. ("API") and David A. Tepper ("Mr. Tepper" and, together with AILP, Palomino, AMLP and API, the "Reporting Persons"). Mr. Tepper is the sole stockholder and the President of API. API is the general partner of, and Mr. Tepper owns a majority of the limited partnership interests in, AMLP. AMLP is the general partner of AILP and acts as investment adviser to Palomino. (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE: The business address of each of the Reporting Persons is c/o Appaloosa Management L.P., 26 Main Street, Chatham, NJ 07928. (c) CITIZENSHIP: AILP is a Delaware limited partnership. Palomino is a British Virgin Islands corporation. AMLP is a Delaware limited partnership. API is a Delaware corporation. Mr. Tepper is a citizen of the United States. (d) TITLE OF CLASS OF SECURITIES: Common Stock, par value $1.00 per share. (e) CUSIP NUMBER: 185896107 Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13-2(b), CHECK WHETHER THE PERSON FILING IS A: (a) [ ] Broker or Dealer registered under Section 15 of the Act (15 U.S.C. 78o); (b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); (d) [ ] Investment Company registered under Section 8 of the Investment Company Act (15 U.S.C. 80a-8); (e) [ ] An investment advisor in accordance with Section 240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person, in accordance with Section 240.13d-1(b)(1)(ii)(G); (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(H) If this statement is filed pursuant to ss. 240.13d-1(c), check this box. |X| Item 4. OWNERSHIP: The percentages set forth in this Item 4 are based on there being 10,794,495 shares of Common Stock outstanding as of October 21, 2004 as disclosed in Cleveland-Cliffs Inc.'s Form 10-Q filed on October 28, 2004 for the quarterly period ended September 30, 2004. AILP ---- (a) AMOUNT BENEFICIALLY OWNED: 127,912 (b) PERCENT OF CLASS: 1.2% (c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: (i) sole power to vote or to direct the vote: -0- (ii) shared power to vote or to direct the vote: 127,912 (iii) sole power to dispose or to direct the disposition of: -0- (iv) shared power to dispose or to direct the disposition of: 127,912 Palomino -------- (a) AMOUNT BENEFICIALLY OWNED: 20,488 (b) PERCENT OF CLASS: 0.2% (c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: (i) sole power to vote or to direct the vote: -0- (ii) shared power to vote or to direct the vote: 20,488 (iii) sole power to dispose or to direct the disposition of: -0- (iv) shared power to dispose or to direct the disposition of: 20,488 AMLP ---- (a) AMOUNT BENEFICIALLY OWNED: 148,400 (b) PERCENT OF CLASS: 1.4% (c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: (i) sole power to vote or to direct the vote: -0- (ii) shared power to vote or to direct the vote: 148,400 (iii) sole power to dispose or to direct the disposition of: -0- (iv) shared power to dispose or to direct the disposition of: 148,400 API --- (a) AMOUNT BENEFICIALLY OWNED: 148,400 (b) PERCENT OF CLASS: 1.4% (c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: (i) sole power to vote or to direct the vote: -0- (ii) shared power to vote or to direct the vote: 148,400 (iii) sole power to dispose or to direct the disposition of: -0- (iv) shared power to dispose or to direct the disposition of: 148,400 David A. Tepper --------------- (a) AMOUNT BENEFICIALLY OWNED: 148,400 (b) PERCENT OF CLASS: 1.4% (c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: (i) sole power to vote or to direct the vote: -0- (ii) shared power to vote or to direct the vote: 148,400 (iii) sole power to dispose or to direct the disposition of: -0- (iv) shared power to dispose or to direct the disposition of: 148,400 Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: |X| Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: Not applicable. Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: Not applicable. Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: Not applicable. Item 9. NOTICES OF DISSOLUTION OF GROUP: Not applicable. Item 10. CERTIFICATION: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE PAGE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 11, 2005 APPALOOSA INVESTMENT LIMITED PARTNERSHIP I By: APPALOOSA MANAGEMENT L.P., Its General Partner By: APPALOOSA PARTNERS INC., Its General Partner By: /s/ David A. Tepper -------------------------------- Name: David A. Tepper Title: President PALOMINO FUND LTD. By: APPALOOSA MANAGEMENT L.P., Its Investment Adviser By: APPALOOSA PARTNERS INC., Its General Partner By: /s/ David A. Tepper -------------------------------- Name: David A. Tepper Title: President APPALOOSA MANAGEMENT L.P. By: APPALOOSA PARTNERS INC., Its General Partner By: /s/ David A. Tepper -------------------------------- Name: David A. Tepper Title: President APPALOOSA PARTNERS INC. By: /s/ David A. Tepper -------------------------------- Name: David A. Tepper Title: President /s/ David A. Tepper -------------------------------- David A. Tepper EXHIBIT A --------- JOINT FILING AGREEMENT ---------------------- The undersigned agree that the foregoing Statement on Schedule 13G (including any and all amendments thereto) is being filed with the Securities and Exchange Commission on behalf of each of the undersigned pursuant to Rule 13d-1(k) under the Act and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. Dated: February 11, 2005 APPALOOSA INVESTMENT LIMITED PARTNERSHIP I By: APPALOOSA MANAGEMENT L.P., Its General Partner By: APPALOOSA PARTNERS INC., Its General Partner By: /s/ David A. Tepper -------------------------------- Name: David A. Tepper Title: President PALOMINO FUND LTD. By: APPALOOSA MANAGEMENT L.P., Its Investment Adviser By: APPALOOSA PARTNERS INC., Its General Partner By: /s/ David A. Tepper -------------------------------- Name: David A. Tepper Title: President APPALOOSA MANAGEMENT L.P. By: APPALOOSA PARTNERS INC., Its General Partner By: /s/ David A. Tepper -------------------------------- Name: David A. Tepper Title: President APPALOOSA PARTNERS INC. By: /s/ David A. Tepper -------------------------------- Name: David A. Tepper Title: President /s/ David A. Tepper -------------------------------- David A. Tepper -----END PRIVACY-ENHANCED MESSAGE-----