UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 16, 2008
CLEVELAND-CLIFFS INC
(Exact Name of Registrant as Specified in Its Charter)
| OHIO | 1-8944 | 34-1464672 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 1100 Superior Avenue, Cleveland, Ohio | 44114-2544 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (216-694-5700)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| x | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| ITEM 8.01. | Other Events. |
Cleveland-Cliffs Inc and Alpha Natural Resources, Inc. announced in a news release dated July 16, 2008 that each company’s Board of Directors approved a definitive merger agreement. The combined company will become Cliffs Natural Resources. The news release regarding the merger is contained in Item 9.01 as Exhibit 99(a) and is incorporated in this Item 8.01 by reference.
| ITEM 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit |
Exhibit |
|||
| 99(a) | Cleveland-Cliffs Inc published a News Release on July 16, 2008 captioned, “Cleveland-Cliffs and Alpha Natural Resources to Merge, Creating Cliffs Natural Resources, a Leading Diversified Mining and Natural Resources Company” | Filed Herewith |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| CLEVELAND-CLIFFS INC | ||
| By: | /s/ George W. Hawk, Jr. | |
| Name: | George W. Hawk, Jr. | |
| Title: | General Counsel and Secretary | |
Dated: July 16, 2008
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INDEX TO EXHIBITS
| Exhibit |
Exhibit |
|||
| 99(a) | Cleveland-Cliffs Inc published a News Release on July 16, 2008 captioned, “Cleveland-Cliffs and Alpha Natural Resources to Merge, Creating Cliffs Natural Resources, a Leading Diversified Mining and Natural Resources Company” | Filed Herewith |
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