UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT _____)(1)
CLEVELAND-CLIFFS INC
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
185896107
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(CUSIP Number)
DECEMBER 1, 2003
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(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
399,750
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON
8 SHARED DISPOSITIVE POWER
WITH
399,750
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
399,750
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.9%
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
350,250
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON
8 SHARED DISPOSITIVE POWER
WITH
350,250
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
350,250
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.4%
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
750,000
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON
8 SHARED DISPOSITIVE POWER
WITH
750,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.3%
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
750,000
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON
8 SHARED DISPOSITIVE POWER
WITH
750,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.3%
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
750,000
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON
8 SHARED DISPOSITIVE POWER
WITH
750,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.3%
12 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13G
CUSIP NO. 185896107 PAGE 7 OF 11 PAGES
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
SCHEDULE 13G
CUSIP NO. 185896107 PAGE 8 OF 11 PAGES
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 10,318,352 shares of Common Stock outstanding as of
October 24, 2003 as disclosed in Cleveland-Cliffs Inc.'s
Form 10-Q filed on October 30, 2003 for the quarterly period
ended September 30, 2003.
SCHEDULE 13G
CUSIP NO. 185896107 PAGE 9 OF 11 PAGES
AILP
----
(a) AMOUNT BENEFICIALLY OWNED: 399,750
(b) PERCENT OF CLASS: 3.9%
(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: 399,750
(iii) sole power to dispose or to direct the disposition of: -0-
(iv) shared power to dispose or to direct the disposition of:
399,750
Palomino
--------
(a) AMOUNT BENEFICIALLY OWNED: 350,250
(b) PERCENT OF CLASS: 3.4%
(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: 350,250
(iii) sole power to dispose or to direct the disposition of: -0-
(iv) shared power to dispose or to direct the disposition of:
350,250
AMLP
----
(a) AMOUNT BENEFICIALLY OWNED: 750,000
(b) PERCENT OF CLASS: 7.3%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) sole power to vote or to direct the vote: -0-
SCHEDULE 13G
CUSIP NO. 185896107 PAGE 10 OF 11 PAGES
(ii) shared power to vote or to direct the vote: 750,000
(iii) sole power to dispose or to direct the disposition of: -0-
(iv) shared power to dispose or to direct the disposition of:
750,000
API
---
(a) AMOUNT BENEFICIALLY OWNED: 750,000
(b) PERCENT OF CLASS: 7.3%
(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: 750,000
(iii) sole power to dispose or to direct the disposition of: -0-
(iv) shared power to dispose or to direct the disposition of:
750,000
David A. Tepper
---------------
(a) AMOUNT BENEFICIALLY OWNED: 750,000
(b) PERCENT OF CLASS: 7.3%
(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: 750,000
(iii) sole power to dispose or to direct the disposition of: -0-
(iv) shared power to dispose or to direct the disposition of:
750,000
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
SCHEDULE 13G
CUSIP NO. 185896107 PAGE 11 OF 11 PAGES
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: |_|
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: December 4, 2003
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
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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: December 4, 2003
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