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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding
Company Act of 1935
or Section 30(h) of the Investment Company Act of
1940
| o | Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
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| 1. | Name and Address of
Reporting Person* (Last, First, Middle) |
2. | Issuer Name and Ticker
or Trading Symbol |
3. | I.R.S. Identification
Number of Reporting Person, if an entity (Voluntary) | |||||||
| Morley, John, C.
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Cleveland-Cliffs Inc (CLF)
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| 31095 Chagrin Blvd.
Suite 210N
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4. | Statement for Month/Day/Year | 5. | If Amendment, Date of Original (Month/Day/Year) | ||||||||
| 03/10/2003
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| (Street) | 6. | Relationship of Reporting Person(s) to Issuer (Check All Applicable) |
7. | Individual or Joint/Group
Filing (Check Applicable Line) | ||||||||
| Pepper Pike, OH 44124
(City) (State) (Zip) |
x | Director | o | 10% Owner | x | Form filed by One Reporting Person | ||||||
| o | Officer (give title below) | o | Form filed by More than One Reporting Person | |||||||||
| o | Other (specify below) | |||||||||||
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| Reminder: | Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| * | If the form is filed by more than one reporting person, see instruction 4(b)(v). | |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||||||||||||||||
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| 1. | Title of Security (Instr. 3) |
2. | Transaction
Date (Month/Day/Year) |
2a. | Deemed Execution Date, if any. (Month/Day/Year) |
3. | Transaction Code (Instr. 8) |
4. | Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) |
5. | Amount of Securities Beneficially Owned Following Reported Transactions(s) (Instr. 3 and 4) |
6. | Ownership Form: Direct (D) or Indirect (I) (Instr. 4) |
7. | Nature
of Indirect Beneficial Ownership (Instr. 4) | |||||||||
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| Code | V | Amount | (A) or (D) |
Price | ||||||||||||||||||||
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Page 2
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| Table II - Derivative
Securities Acquired, Disposed of, or Beneficially
Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||||||
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| 1. | Title of
Derivative Security (Instr. 3) |
2. | Conversion or Exercise Price of Derivative Security |
3. | Transaction Date (Month/Day/Year) |
3a. | Deemed Execution Date, if any (Month/Day/Year) |
4. | Transaction Code (Instr. 8) |
5. | Number of Derivative
Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | |||||||
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| Code | V | (A) | (D) | |||||||||||||||
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| Stock Units | 1-for-1 | 03/10/2003 | A(1) | 50.3778 | ||||||||||||||
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| Stock Units | 1-for-1 | 03/11/2003 | A(1) | 75.5668 | ||||||||||||||
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Page 3
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| Table II - Derivative
Securities Acquired, Disposed of, or Beneficially Owned -
Continued (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||||
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| 6. | Date Exercisable and Expiration Date (Month/Day/Year) |
7. | Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. | Price of
Derivative Security (Instr. 5) |
9. | Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. | Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. | Nature
of Indirect Beneficial Ownership (Instr. 4) | ||||||
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| Date Exercisable |
Expiration Date |
Title | Amount or Number of Shares |
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| (1) | (1) | Common Shares | 50.3778 | $19.85 | (D) | ||||||||||||
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| (1) | (1) | Common Shares | 75.5668 | $19.85 | 20,496.1023 | (D) | |||||||||||
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Explanation of Responses:
(1) Reflects number of Common Shares underlying deferred compensation credited to the account of the Reporting Person in payment of 100% of the Reporting Person’s Meeting Fees under the Cleveland-Cliffs Inc Nonemployee Directors Compensation Plan. Each Stock Unit is generally distributable following termination of service as a Director.
| /s/ John E. Lenhard; Attorney-in-fact for John C. Morley | 3/11/2003 | |
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**Signature of Reporting Person Attorney-in-Fact |
Date |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | |
Page 4
POWER OF ATTORNEY
KNOW ALL MEN
BY THESE PRESENTS, that the undersigned hereby constitutes and appoints
John E. Lenhard, Franklin L. Hartman, Emery Smith, and R. Todd Johnson,
and each of them, as the true and lawful attorney or attorneys-in-fact,
with full power of substitution and revocation, for the undersigned and in
the name, place and stead of the undersigned, in any and all capacities,
to execute, on behalf of the undersigned, any and all statements or
reports under Section 16 of the Securities Act of 1934, as amended, with
respect to the beneficial ownership of shares of Common Stock, par value
$1.00 per share, of Cleveland-Cliffs Inc (the “Company”), including,
without limitation, all initial statements of beneficial ownership on Form
3, all statements of changes of beneficial ownership on Form 4, all annual
statements of beneficial ownership on Form 5, any and all other documents
that may be required, from time to time, to be filed with the Securities
and Exchange Commission, to execute any and all amendments or supplements
to any such statements or forms, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities
and Exchange Commission, granting to said attorney or attorneys-in-fact,
and each of them, full power and authority to do so and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said attorney
or attorneys-in-fact or any of them or their substitutes, may lawfully do
or cause to be done by virtue hereof.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3,4, 5 with respect to the undersigned’s holdings and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the forgoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the 11th day of July, 1995.
/S/ John C. Morley
John C. Morley
Director