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| CLF > SEC Filings for CLF > Form 8-K on 10-Oct-2008 | All Recent SEC Filings |
10-Oct-2008
Other Events
Cleveland-Cliffs Inc published a news release dated October 10, 2008 as follows:
Cleveland-Cliffs Announces Results for Special Meeting Held on Oct. 3
Company Also Sets Record Date for Proposal to Merge with Alpha Natural Resources
CLEVELAND - Oct. 10, 2008 - Cleveland-Cliffs Inc (NYSE: CLF), which will be renamed Cliffs Natural Resources in mid-October, today announced results for the special meeting of shareholders held on Oct. 3, 2008. The Company said that, based on the results provided by the independent Inspector of Elections, IVS Associates, Inc., its shareholders rejected Harbinger Capital Partners' control share acquisition proposal. The proposal asked Cleveland-Cliffs shareholders to allow Harbinger to acquire more than one-fifth but less than one-third of Cleveland-Cliffs shares outstanding.
According to the report provided by the Inspector, more than 78.9 million shares were represented in person or by proxy at the meeting, reflecting a total turnout of nearly 74% of all outstanding shares. With respect to the required First Majority Approval, 51.3 million, or 65% of the votes represented at the meeting, voted AGAINST adopting Harbinger's proposal. With respect to the required Second Majority Approval, or shares voted by holders other than Harbinger Capital Partners, its equity-swap counter parties and other "interested" shareholders, 46.3 million, or 82% of the eligible votes represented, voted AGAINST adopting the Harbinger proposal.
Joseph A. Carrabba, Cliffs chairman, president and chief executive officer, said, "While pleased our shareholders voted to reject Harbinger's proposal, Cliffs recognizes it will face an uphill battle winning the two-thirds majority of shares outstanding required to complete its proposed transaction with Alpha Natural Resources. We continue to believe that, over the long-term, the transaction is in the best interest of shareholders and are hopeful the number required to approve the deal are convinced of the merits."
Record Date Set for Alpha Natural Resources Transaction Vote Cliffs set the record date for the shareholder meeting to vote on the proposed transaction with Alpha as of Oct. 6, 2008. The shareholder meeting will take place in mid-November, with a specific date to be determined.
ABOUT CLEVELAND-CLIFFS INC
Cleveland-Cliffs Inc, headquartered in Cleveland, Ohio, is an international
mining company, the largest producer of iron ore pellets in North America and a
major supplier of metallurgical coal to the global steelmaking industry. The
Company operates six iron ore mines in Michigan, Minnesota and Eastern Canada,
and three coking coal mines in West Virginia and Alabama. Cliffs also owns 85%
of Portman Limited, a large iron ore mining company in Australia, serving the
Asian iron ore markets with direct-shipping fines and lump ore. In addition, the
Company has a 30% interest in the Amapá Project, a Brazilian iron ore project,
and a 45% economic interest in the Sonoma Project, an Australian coking and
thermal coal project.
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
News releases and other information on the Company are available on the Internet
at:
http://www.cleveland-cliffs.com or
www.cleveland-cliffs.com/Investors/Pages/default.aspx?b=1041&1=1
"Safe Harbor" Statement Under the Private Securities Litigation Reform Act of
1995
A number of the matters discussed in this document are not historical or current
facts and deal with potential future circumstances and developments. The
discussion of such matters is qualified by the inherent risks and uncertainties
surrounding future expectations generally and also may materially differ from
actual future experience involving any one or more of such matters. Such risks
and uncertainties include: the risk that the businesses will not be integrated
successfully; the risk that the cost savings and any other synergies from the
transaction may not be fully realized or may take longer to realize than
expected; disruption from the transaction making it more difficult to maintain
relationships with customers, employees or suppliers; the failure to obtain
governmental approvals of the transaction on the proposed terms and schedule,
and any conditions imposed on the new company in connection with consummation of
the merger; the failure to obtain approval of the merger by the stockholders of
Cleveland-Cliffs and Alpha and the failure to satisfy various other conditions
to the closing of the merger contemplated by the merger agreement; and the risks
that are described from time to time in Cleveland-Cliffs' and Alpha's respective
reports filed with the SEC, including the preliminary joint proxy
statement/prospectus, as amended, filed with the SEC on August 12, 2008, and
each company's annual report on Form 10-K for the year ended December 31, 2007.
This document speaks only as of its date, and Cleveland-Cliffs disclaims any
duty to update the information herein.
Additional Information and Where to Find It In connection with the proposed transaction with Alpha, a preliminary registration statement on Form S-4 has been filed with the SEC. CLEVELAND-CLIFFS AND ALPHA SHAREHOLDERS ARE ENCOURAGED TO READ THE PRELIMINARY REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS THAT IS PART OF THE DEFINITIVE REGISTRATION STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The final joint proxy statement/prospectus will be mailed to shareholders of Cleveland-Cliffs and stockholders of Alpha. In connection with the proposed control share acquisition, Cleveland-Cliffs has filed a definitive proxy statement with the SEC. SHAREHOLDERS OF CLEVELAND-CLIFFS ARE ENCOURAGED TO READ THE PRELIMINARY PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT THE PROPOSED CONTROL SHARE ACQUISITION.
Investors and security holders will be able to obtain the documents free of charge at the SEC's website, www.sec.gov, from Cleveland-Cliffs Inc, Investor Relations, 1100 Superior Avenue, Cleveland, Ohio 44114-2544, or call (216) 694-5700, or from Alpha Natural Resources, Inc., One Alpha Place, P.O. Box 2345, Abingdon, Virginia 24212, Attention: Investor Relations, or call (276) 619-4410.
Participants in Solicitation
Cleveland-Cliffs and Alpha and their respective directors and executive officers
and other members of management and employees may be deemed to be participants
in the solicitation of proxies in respect of the proposed merger. Information
concerning Cleveland-Cliffs' participants is set forth in the proxy statement
dated March 26, 2008, for Cleveland-Cliffs' 2008 annual meeting of shareholders
as filed with the SEC on Schedule 14A. Information concerning Alpha's
participants is set forth in the proxy statement, dated April 2, 2008, for
Alpha's 2008 annual meeting of stockholders as filed with the SEC on Schedule
14A. Additional information regarding the interests of participants of
Cleveland-Cliffs and Alpha in the solicitation of proxies in respect of the
proposed merger and the control share acquisition are included in the
preliminary registration statement and joint proxy statement/prospectus, the
definitive proxy statement and other relevant materials to be filed with the SEC
when they become available.
SOURCE: Cleveland-Cliffs Inc
CONTACT:
Steve Baisden
Director, Investor Relations and Corporate Communications
(216) 694-5280
srbaisden@cleveland-cliffs.com
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