COEUR D ALENE MINES CORP
S-3, 1995-11-15
SILVER ORES
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<PAGE>   1
 
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 15, 1995
                                                       REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                                    FORM S-3
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------
 
                        COEUR D'ALENE MINES CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
<TABLE>
<S>                                                         <C>
                           IDAHO                                                     82-0109423
      (STATE OR OTHER JURISDICTION OF INCORPORATION OR                  (I.R.S. EMPLOYER IDENTIFICATION NO.)
                        ORGANIZATION)
              400 COEUR D'ALENE MINES BUILDING                                   DENNIS E. WHEELER
                      505 FRONT AVENUE                                         CHAIRMAN OF THE BOARD,
                 COEUR D'ALENE, IDAHO 83814                            PRESIDENT AND CHIEF EXECUTIVE OFFICER
                        208-667-3511                                      COEUR D'ALENE MINES CORPORATION
                (ADDRESS, INCLUDING ZIP CODE                              400 COEUR D'ALENE MINES BUILDING
              AND TELEPHONE NUMBER, INCLUDING                                     505 FRONT AVENUE
                 AREA CODE, OF REGISTRANT'S                                  COEUR D'ALENE, IDAHO 83814
                PRINCIPAL EXECUTIVE OFFICES)                                        208-667-3511
                                                             (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                                                                     INCLUDING AREA CODE, OF AGENT FOR SERVICE)
</TABLE>
 
                            ------------------------
 
                    PLEASE SEND COPIES OF COMMUNICATIONS TO:
 
<TABLE>
<S>                                                         <C>
                   WALTER FREEDMAN, ESQ.                                       DAVID G. ORMSBY, ESQ.
              FREEDMAN, LEVY, KROLL & SIMONDS                                 CRAVATH, SWAINE & MOORE
               1050 CONNECTICUT AVENUE, N.W.                                      WORLDWIDE PLAZA
                   WASHINGTON, D.C. 20036                                        825 EIGHTH AVENUE
                                                                                NEW YORK, N.Y. 10019
</TABLE>
 
    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:  From time to
time after the effective date of this Registration Statement.
 
    If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
 
    If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
 
    If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
 
    If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
 
    If the delivery of this prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
 
                        CALCULATION OF REGISTRATION FEE
 

<TABLE>
<CAPTION>
====================================================================================================================================
                                                                                     PROPOSED         PROPOSED
                                                                                      MAXIMUM          MAXIMUM
                                                                                     OFFERING         AGGREGATE       AMOUNT OF
                TITLE OF EACH CLASS OF                        AMOUNT TO BE             PRICE          OFFERING       REGISTRATION
             SECURITIES TO BE REGISTERED                       REGISTERED          PER SHARE(1)       PRICE(1)           FEE
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>                      <C>               <C>             <C>
Common Stock, par value $1.00 per share...............     4,864,179 shares(2)        $ 18.75        $91,203,356       $ 31,449
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock Purchase Rights..........................             (3)                                                  None
====================================================================================================================================
</TABLE>
 
(1) Estimated solely for the purpose of determining the registration fee
    pursuant to Rule 457(c), based on the average of the high and low sales
    prices of the Common Stock on the New York Stock Exchange on November 9,
    1995.
(2) Maximum number of shares issuable upon conversion of $74,957,000 principal
    amount of the Registrant's 7% Convertible Subordinated Debentures Due 2002
    outstanding at the close of business on November 15, 1995.
(3) Common Stock Purchase Rights will be issued in a number equal to the number
    of shares of Common Stock to be issued for no additional consideration and,
    therefore, no registration fee is required. Prior to the occurrence of
    certain events, the Common Stock Purchase Rights will not be exercisable or
    evidenced separately from the Common Stock.
                            ------------------------
 
    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>   2
 
PROSPECTUS
 
                                4,864,179 SHARES

                    [COEUR D'ALENE MINES CORPORATION LOGO]

[LOGO]                            COMMON STOCK

                            ------------------------
 
    This Prospectus covers the issuance of a maximum of 4,864,179 shares of
common stock, par value $1.00 per share (the "Common Stock"), of Coeur d'Alene
Mines Corporation (the "Company") under the standby arrangements described
herein under "Standby Arrangements" and the reoffering of any Common Stock
issued upon conversion of the Company's outstanding 7% Convertible Subordinated
Debentures Due 2002 (the "Debentures") into Common Stock by UBS Securities Inc.
(the "Purchaser") or pursuant to such standby arrangements.
 
    On November 15, 1995, the Company called for redemption on December 15, 1995
(the "Redemption Date") the $74,957,000 principal amount of outstanding
Debentures at a redemption price of 107% of the principal amount of Debentures
(the "Redemption Price"). Debentureholders of record at the close of business on
November 30, 1995 also will be entitled to the $35 semi-annual interest payment
payable on the Redemption Date for each $1,000 principal amount of Debentures.
The Debentures (or any portion thereof which is $1,000 or an integral multiple
thereof) may be converted into the Common Stock of the Company at a conversion
price of $15.41 of principal amount of Debentures per share of Common Stock or
approximately 64.9 shares of Common Stock for each $1,000 principal amount of
Debentures at any time prior to 5:00 p.m. Eastern Standard Time on December 14,
1995 (the "Expiration Time"). Cash will be paid in lieu of any fractional shares
of Common Stock issuable upon conversion of the Debentures.
 
    Reference is made to "Risk Factors" on pages 4-6 hereof for a discussion of
risk factors that should be considered by prospective investors.
 
    The Company has made arrangements with the Purchaser pursuant to which the
Purchaser has agreed to purchase from the Company the number of shares (the
"Redemption Shares") of Common Stock that would have been issuable upon
conversion of the Debentures that are not surrendered for conversion on or prior
to the Expiration Time. The Redemption Shares will be purchased from the Company
by the Purchaser at a price per share of $16.49 (i.e., $1,070 / 64.9). The
Purchaser has agreed to remit to the Company 50% of the amount, if any, by which
the aggregate net proceeds received by the Purchaser from sales of the
Redemption Shares exceeds the aggregate purchase price of the Redemption Shares.
The Purchaser may also purchase Debentures in the open market or otherwise prior
to the Expiration Time. See "Standby Arrangements" for a description of the
Purchaser's compensation and indemnification arrangements with the Company.
 
    On November 14, 1995, the closing sale price of the Common Stock as reported
on the New York Stock Exchange Composite Tape was $18.50 per share. So long as
the market price of the Common Stock is greater than $16.49 per share at the
time of conversion, a holder of Debentures who exercises such holder's
conversion rights after November 30, 1995, will receive Common Stock, accrued
interest and cash in lieu of any fractional share with a total market value
greater than the amount of cash the holder would otherwise be entitled to
receive upon the redemption of the Debentures, before deducting any applicable
sales costs or transfer taxes, if any.
 
    Prior to, on or after the Redemption Date, the Purchaser may offer shares of
Common Stock pursuant to this Prospectus directly to the public, at prices set
from time to time by it, including shares acquired through conversion of
Debentures acquired by the Purchaser. In effecting such transactions, the
Purchaser may realize profits or losses independent of the compensation referred
to under "Standby Arrangements." The Purchaser may also make sales to dealers at
prices which represent concessions from the prices at which such shares are then
being offered to the public. The amount of such concessions will be determined
from time to time by the Purchaser. Any Common Stock so offered is offered
subject to prior sale, when, as and if received by the Purchaser, and subject to
its right to reject orders in whole or in part. This Prospectus does not
constitute an offer to sell any securities other than the Common Stock offered
by the Purchaser.
 
    The outstanding shares of Common Stock and the shares offered hereby are
listed on the New York Stock Exchange.
                            ------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
 EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
  AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
    ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
     CONTRARY IS A CRIMINAL OFFENSE.
                            ------------------------
 
                              UBS SECURITIES INC.
 
November 15, 1995.
 
<PAGE>   3
 
     IN CONNECTION WITH THIS OFFERING, THE PURCHASER MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE DEBENTURES OR
THE COMMON STOCK AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, IN THE
OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.
 
                             AVAILABLE INFORMATION
 
     Coeur d'Alene Mines Corporation (together with its consolidated
subsidiaries, the "Company") is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed with the Commission can be inspected and
copied at the Commission's public reference facilities at 450 Fifth Street,
N.W., Washington, D.C. 20549 and at the Commission's regional offices at
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511 and 7 World Trade Center, New York, New York 10048. Copies
of such material can be obtained by mail from the Commission's Public Reference
Section at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates.
Such reports, proxy statements and other information also can be inspected at
the offices of the New York Stock Exchange, Inc. ("NYSE"), 20 Broad Street, New
York, New York 10005.
 
     The Company has filed a registration statement on Form S-3 (herein,
together with all amendments and exhibits, referred to as the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the securities offered hereby. This Prospectus does not contain
all of the information set forth in the Registration Statement, certain parts of
which are omitted in accordance with the rules and regulations of the
Commission. For further information, reference is made to the Registration
Statement and the exhibits filed as part thereof. Statements contained herein
concerning any document filed as an exhibit are not necessarily complete and, in
each instance, reference is made to the copy of such document filed as an
exhibit to the Registration Statement. Each such statement is qualified in its
entirety by such references.
 
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
     The following documents filed by the Company with the Commission are hereby
incorporated by reference in this Prospectus:
 
     1. Annual Report on Form 10-K for the fiscal year ended December 31, 1994,
        as amended.
 
     2. Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995,
        June 30, 1995 (and amended on October 16, 1995) and September 30, 1995.
 
     3. Reports on Form 8-K dated January 1, 1995, May 2, 1995 (and amended on
        June 2, 1995) and July 7, 1995.
 
     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the shares of Common Stock hereby shall be deemed
to be incorporated herein by reference and to be a part hereof from the
respective dates of filing of such documents.
 
     Any statement contained in a document incorporated or deemed incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus and the Registration Statement of which it is a part to the
extent that a statement contained herein or in any other subsequently filed
document which is also incorporated or deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus or such Registration Statement.
 
     The Company will provide without charge to each person, including a
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of any such person, a copy of any or all of the
documents which are incorporated herein by reference, other than exhibits to
such documents (unless such exhibits are specifically incorporated by reference
into such documents). Requests should be directed to William F. Boyd, Esq.,
Secretary, Coeur d'Alene Mines Corporation, 400 Coeur d'Alene Mines Building,
505 Front Avenue, Coeur d'Alene, Idaho 83814, telephone number (208) 667-3511.
 
                                        2
<PAGE>   4
 
                                  THE COMPANY
 
     COEUR D'ALENE MINES CORPORATION ("Coeur" or the "Company") is an
international producer of precious metals and is principally engaged in the
exploration, development, operation and/or ownership of gold and silver mining
properties located within the United States in Nevada, Idaho and Alaska and
abroad in New Zealand and Chile. The Company's most significant properties are:
(i) the ROCHESTER MINE, a silver and gold surface mining operation located in
northwestern Nevada, which is owned and operated by Coeur and which is believed
to be one of the largest and lowest cost of production primary silver mines in
the United States and is a significant gold producer as well; (ii) the GOLDEN
CROSS MINE, an underground and surface gold mining operation located near Waihi,
New Zealand, which is operated by Coeur and in which it has an 80% operating
interest acquired on April 30, 1993; (iii) ownership of 50% of the capital stock
of SILVER VALLEY RESOURCES CORPORATION, which owns the GALENA and COEUR
underground silver mines in northern Idaho at which mining operations were
suspended in July 1992 and April 1991, respectively, and has under development a
program designed to reopen these historic mining properties; (iv) 100% of the
KENSINGTON PROPERTY, located north of Juneau, Alaska, which is being developed
as an underground gold mine by Coeur; (v) the FACHINAL PROPERTY, located in
southern Chile, South America which Coeur acquired in 1990, at which
construction of an open pit and underground gold and silver mine and processing
plant was completed and initial production commenced in late October 1995; and
(vi) the EL BRONCE MINE, a Chilean gold mine of which the Company acquired
operating control in October 1994 and in which the Company has an option to
acquire a 51% equity interest by investing approximately $25 million (of which
$8.9 million remains to be invested) prior to July 1997. In addition, in
September 1994, the Company entered into an agreement under which it has the
right to acquire up to a 51% operating interest in another Chilean gold mine,
the FARIDE MINE, which has not been operational since 1988, by investing
approximately $7.5 million (of which $5.8 million remains to be invested) prior
to January 1998.
 
     No assurance can be given as to whether or when mining operations will
resume at the Galena or Coeur Mines or a decision to construct the proposed
Kensington Mine will be made. Coeur also has interests in other properties which
are the subject of silver or gold exploration activities and on which no
commercially minable ore bodies have been identified.
 
     The Rochester Mine, Golden Cross Mine and El Bronce Mine contributed 56.8%,
29.8% and 1.0%, respectively, of the Company's total income from continuing
operations in 1994 and 55.1%, 33.5% and .5%, respectively, of the Company's
total income from continuing operations in the nine months ended September 30,
1995.
 
     The Company is an Idaho corporation organized in 1928. Its executive
offices are located at 400 Coeur d'Alene Mines Building, 505 Front Avenue, Coeur
d'Alene, Idaho 83814. The telephone number is (208) 667-3511.
 
     Reference is made to the discussion under "Risk Factors" below for
additional information relating to the Company and its business.
 
                                        3
<PAGE>   5
 
                                  RISK FACTORS
 
     Investors should carefully review the considerations set forth below as
well as the other information included in this Prospectus and the documents
incorporated by reference herein.
 
DEPENDENCE UPON GOLD AND SILVER PRICES
 
     The results of the Company's operations and the market price of the
Company's Common Stock are significantly affected by the market prices of gold
and silver. Those prices may fluctuate widely and are affected by many factors
beyond the Company's control, including interest rates, expectations regarding
inflation, currency values, global and regional political and economic
conditions and other factors. The depressed price of silver led to the
suspension of mining activity at the Galena Mine (in July 1992, during which
month the average price of silver was $3.95 per ounce) and at the Coeur Mine (in
April 1991, during which month the average price of silver was $3.97 per ounce).
Any resumption of mining at those mines, which the Company does not believe will
be considered unless the market price of silver exceeds at least $6.00 per
ounce, will require the affirmative decision of Silver Valley Resources
Corporation (in which the Company has a 50% ownership interest) which now owns
those mines. The Company's Rochester Mine, which it wholly owns and operates,
the Golden Cross Mine, which the Company operates and in which it has an 80%
operating interest, the El Bronce Mine, in which the Company has a 51% interest
in operating profits, and the Fachinal Property, which the Company wholly owns
and at which it commenced initial production in late October 1995, are the
Company's currently operating mining properties. A production decision by the
Company relating to the Kensington Property is subject to a market price of gold
of at least $400 per ounce, update of the final feasibility study and the
receipt of certain required permits. The average market prices of gold (based on
the London final quotation) and silver (based on the Handy and Harman base price
quotation) in 1992 were $343.73 and $3.94 per ounce, respectively, and rose to
$359.77 and $4.30 per ounce, respectively, in 1993, and $384.01 and $5.28 per
ounce, respectively, in 1994. The market prices of gold and silver on November
14, 1995 were $385.85 and $5.31 per ounce, respectively. No assurance can be
given with respect to such market prices in the future.
 
CONTINUING OPERATING LOSSES
 
     Giving retroactive effect to the Company's acquisition of Callahan Mining
Corporation ("Callahan") on December 31, 1991, which was accounted for on a
pooling of interests basis, the Company recorded losses of approximately $4.2
million in 1990, $14.4 million in 1991 and $759,000 in 1992. Those losses
largely reflect the significant non-recurring write-offs relating to the closure
of the Ropes and Thunder Mountain Mines and expenses incurred in connection with
the acquisition of Callahan, as well as interest expenses and the low silver and
gold prices prevailing during these periods. The mine closure write-offs
amounted to approximately $5.6 million in 1990 and $5.7 million in 1991, and the
expenses incurred in connection with Coeur's acquisition by merger of Callahan
in 1991 approximated $5.2 million. Furthermore, a loss of approximately $13.3
million before the cumulative effect of a change in accounting was recorded in
the year ended December 31, 1993, which primarily resulted from approximately
$9.4 million of non-recurring write-offs relating to the settlement of
litigation, resolution of an environmental matter and the write-off of
uncollectible notes receivable. A loss of approximately $3.9 million was
recorded in the year ended December 31, 1994, on which date the Company's
accumulated deficit amounted to approximately $17 million. Net income of $2.3
million, which included a $3.2 million gain relating to the delivery of gold and
silver purchased in the open market to satisfy fixed price forward delivery
contracts and $2.4 million of income from discontinued operations (including the
$2.2 million after-tax gain from the sale of related non-mining assets), was
recorded in the nine-month period ended September 30, 1995. The Company's
accumulated deficit as of that date declined to approximately $14.8 million. The
attainment of net income from continuing operations in the future will primarily
depend upon future silver and gold prices and planned production levels at the
Company's operating properties.
 
                                        4
<PAGE>   6
 
RISKS ASSOCIATED WITH POSSIBLE ACQUISITIONS
 
     The Company periodically considers the acquisition of precious metals
mines, properties and businesses. As consideration for any acquisition, in
addition to the payment of cash, the Company may incur indebtedness or issue
debt or equity securities. Accordingly, any acquisition may result in
substantial dilution of the percentage ownership of existing stockholders. The
Company intends to seek stockholder approval for any such acquisitions only to
the extent required by applicable law, regulations or stock exchange rules. The
Company currently is not a party to any agreements relating to any material
acquisitions.
 
RISKS ASSOCIATED WITH THE COMPANY'S EXPLORATION AND DEVELOPMENT ACTIVITIES
 
     Mineral exploration, particularly for gold and silver, involves many risks
and frequently is nonproductive. Once mineralization is discovered, it may take
a number of years from the initial phases until production is possible, during
which time the economic feasibility of production may change. Substantial
developmental expenditures are required to establish ore reserves, to determine
metallurgical processes to extract the metals from the ore and, in the case of
new properties, to construct mining and processing facilities.
 
     The Company expended approximately $23.0 million and $49.7 million
(excluding capitalized interest) in the year ended December 31, 1994 and the
nine-month period ended September 30, 1995, respectively, in connection with the
exploration and development of its mining properties. The Company currently
estimates that its exploration and development expenditures on existing mining
properties during the last quarter of 1995 and the year ended December 31, 1996
will approximate $10.9 million and $113.0 million, respectively.
 
RISKS ASSOCIATED WITH THE COMPANY'S MINING ACTIVITIES
 
     Following the commencement of production, the mining business continues to
be subject to risks and hazards, including quantity of production, environmental
hazards, industrial accidents, encountering unusual or unexpected formations,
cave-ins, flooding and periodic interruptions due to inclement or hazardous
weather conditions. Such risks could result in damage to, or destruction of,
mineral properties or producing facilities, personal injury, environmental
damage, reduced production and delays in mining, monetary losses and possible
legal liability. Insurance fully covering certain environmental risks (including
potential liability for pollution or other hazards as a result of disposal of
waste products occurring from exploration and production) is not generally
available to the Company or to other companies within the industry. The Company
has been recognized for its commitment to environmental responsibility and knows
of no material environmental liabilities to which it currently is subject.
 
GOVERNMENT REGULATION
 
     General.  The Company's mining activities are subject to extensive federal,
state and local laws governing the protection of the environment, prospecting,
development, production, taxes, labor standards, occupational health, mine
safety, toxic substances and other matters. The costs associated with compliance
with such regulatory requirements are substantial and possible future
legislation and regulations could cause additional expense, capital
expenditures, restrictions and delays in the development of the Company's
properties, the extent of which cannot be predicted. In the context of
environmental permitting, including the approval of reclamation plans, the
Company must comply with known standards and regulations which may entail
significant costs and delays. Although Coeur has been recognized for its
commitment to environmental responsibility and it believes it is in substantial
compliance with applicable laws and regulations, amendments to current laws and
regulations, the more stringent implementation thereof through judicial review
or administrative action or the adoption of new laws, could have a materially
adverse effect upon the Company. The Company expended approximately $3.0 million
and $2.1 million in connection with routine compliance activities at its
operating properties in 1994 and the first nine months of 1995, respectively,
and expects to expend approximately $981,000 and $2.8 million for that purpose
in the fourth quarter of 1995 and the year ended December 31, 1996,
respectively. The Company has expended a total of approximately $5.2 million on
environmental and permitting activities at the Kensington Property through
September 30, 1995, and expects
 
                                        5
<PAGE>   7
 
to expend approximately $710,000 and $2.4 million for that purpose in the fourth
quarter of 1995 and the year ended December 31, 1996, respectively.
 
     EPA Regulations.  Mining wastes are currently exempt to a limited extent
from the extensive set of Environmental Protection Agency ("EPA") regulations
governing hazardous waste. The EPA is proceeding with development of a program
to regulate mining waste pursuant to its solid waste management authority under
the Resource Conservation and Recovery Act ("RCRA"). Certain processing and
other wastes, as well as high volume extraction and bonification wastes, are
expected to eventually be regulated by the EPA under RCRA. In this connection,
legislative re-authorization of RCRA is currently pending and the EPA is
studying regulations concerning how mine wastes should be managed and regulated.
If the Company's mine wastes were treated as hazardous waste or such wastes
resulted in operations being designated as a "Superfund" site under the
Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"
or "Superfund") for cleanup, material expenditures would be required for the
construction of additional waste disposal facilities or for other remediation
expenditures. Under CERCLA, any owner or operator of the land since the time of
its contamination may be held liable and may be forced to undertake remedial
cleanup action or to pay for the government's cleanup efforts. Additional
regulations or requirements may also be imposed upon the Company's tailings and
waste disposal operations under the Nevada Water Pollution Control Law.
 
     Natural Resources Laws.  The Company is subject to federal and state laws
designed to protect natural resources. The Company and Callahan were advised by
the U.S. Department of Interior in July 1995 that they were identified as
potentially responsible parties for damages resulting from alleged injury to
federal natural resources with respect to the Bunker Hill Superfund Site. The
Company presently cannot state whether or estimate the extent to which, if any,
it will be liable for any such damages. However, the Company does not believe
its liability, if any, relating to the matter will be material in amount.
 
     Proposed Mining Legislation.  Legislation is presently being considered in
the U.S. Congress to change the Mining Law of 1872 (the "Mining Act") under
which the Company holds mining claims on public lands. It is considered probable
that the Mining Act will be amended or be replaced by stricter legislation in
1995 or 1996. The legislation under consideration contains new environmental
standards and conditions, additional reclamation requirements and extensive new
procedural steps which would likely result in delays in permitting. Among the
bills under consideration are bills calling for an 8% gross royalty, a 2.5% net
smelter return royalty or a 3.5% net proceeds royalty on the value of minerals
mined on public lands, payable to the U.S. Government. A significant portion of
the Company's U.S. mining properties are on public lands. Whether or when
changes will be enacted or the extent of any changes is not presently known and
the potential impact on the Company's United States activities is difficult to
predict.
 
FOREIGN ACTIVITIES
 
     Although the governments and economies of New Zealand and Chile, the only
foreign countries in which the Company currently owns or operates mining
properties, have been relatively stable in recent years, the ownership of
property in a foreign country generally is subject to the possible risk of
expropriation or nationalization with inadequate compensation. The Company does
not believe its property interests in New Zealand or Chile currently expose it
to those risks. Any foreign operation or investment may also be adversely
affected by exchange controls, currency fluctuations, taxation and laws or
policies of particular countries as well as laws and policies of the United
States affecting foreign trade, investment and taxation.
 
DIVIDENDS AND DISTRIBUTIONS
 
     As reported below under "Price Range of Common Stock and Dividends," the
Company has paid per share cash distributions or dividends on its Common Stock
in recent years. No assurance can be given that cash distributions or dividends
will be declared in the future. See "Price Range of Common Stock and Dividends."
 
                                        6
<PAGE>   8
 
                                USE OF PROCEEDS
 
     The net proceeds from the sale of the Common Stock to the Purchaser
pursuant to the arrangements described herein under "Standby Arrangements" will
be used to redeem any Debentures not surrendered for conversion.
 
                   PRICE RANGE OF COMMON STOCK AND DIVIDENDS
 
     The Company's Common Stock is listed on the NYSE and the Pacific Stock
Exchange. The following table sets forth, for the periods indicated, the high
and low closing sales prices of the Common Stock as reported on the NYSE
Composite Tape:
 
<TABLE>
<CAPTION>
                                                                                 HIGH       LOW
                                                                               --------   --------
<S>      <C>                                                                   <C>        <C>
1993:    First Quarter......................................................    $16.000    $10.000
         Second Quarter.....................................................     20.875     15.375
         Third Quarter......................................................     23.750     15.750
         Fourth Quarter.....................................................     22.000     17.500
1994:    First Quarter......................................................     23.500     18.250
         Second Quarter.....................................................     22.625     16.500
         Third Quarter......................................................     22.125     17.125
         Fourth Quarter.....................................................     21.500     14.375
1995:    First Quarter......................................................     18.500     14.750
         Second Quarter.....................................................     21.500     17.500
         Third Quarter......................................................     20.875     17.250
         Fourth Quarter (through November 14, 1995).........................     20.875     17.000
</TABLE>
 
     The Company paid per share cash distributions or dividends of $.15 on its
Common Stock on each of April 21, 1995, April 15, 1994, April 16, 1993 and April
15, 1992; $.12 on April 12, 1991; and $.11 on each of April 20, 1990 and April
21, 1989. Future distributions or dividends on the Common Stock, if any, will be
determined by the Company's Board of Directors and will depend primarily upon
the Company's results of operations, financial condition and capital
requirements.
 
     At November 13, 1995, there were 8,611 record holders of the Company's
outstanding Common Stock.
 
                                        7
<PAGE>   9
 
                                 CAPITALIZATION
 
     The following table sets forth the consolidated capitalization of the
Company at September 30, 1995 and as adjusted to reflect the assumed conversion
of all the Debentures into 4,866,125 shares of Common Stock. (The table does not
reflect the conversion on October 4, 1995 of $30,000 principal amount of
Debentures into 1,946 shares of Common Stock.)
 
<TABLE>
<CAPTION>
                                                                       ACTUAL       AS ADJUSTED
                                                                    ------------    ------------
<S>                                                                 <C>             <C>
Long-term debt, including current portion:
     6 3/8% Convertible Subordinated Debentures Due 2004(a)......   $100,000,000    $100,000,000
     7% Convertible Subordinated Debentures Due 2002(b)..........     74,987,000              --
     6% Convertible Subordinated Debentures Due 2002(c)..........     50,000,000      50,000,000
     Limited Recourse Project Loan...............................     23,585,552      23,585,552
     Obligations under capital leases (including $2,115,592
       current portion)..........................................      2,907,971       2,907,971
                                                                    ------------    ------------
     Total long-term debt, including current portion.............    251,480,523     176,493,523
Stockholders' equity:
     Preferred Stock, $1.00 par value per share; authorized
       10,000,000 shares; none outstanding
     Common Stock, $1.00 par value per share; authorized
       60,000,000 shares; issued -- 16,657,995 shares; as
       adjusted -- 21,524,120 shares (including 1,059,211 shares
       held as treasury stock)(d)................................     16,657,995      21,524,120
     Capital surplus(e)..........................................    180,937,624     248,384,244
     Accumulated deficit.........................................    (14,772,272)    (14,772,272)
     Repurchased and nonvested shares............................    (13,284,542)    (13,284,542)
     Unrealized losses on short-term investment securities.......     (1,214,395)     (1,214,395)
                                                                    ------------    ------------
     Total stockholders' equity..................................    168,324,410     240,637,155
                                                                    ------------    ------------
Total capitalization.............................................   $419,804,933    $417,130,678
                                                                     ===========     ===========
</TABLE>
 
- ---------------
 
(a) The 6 3/8% Convertible Debentures Due 2004 are convertible into Common Stock
    at $25.77 per share, subject to adjustment, and are redeemable at specified
    redemption prices after January 31, 1997.
 
(b) The 7% Convertible Subordinated Debentures Due 2002 are convertible into
    Common Stock at $15.41 per share, subject to adjustment, and have been
    called for redemption on December 15, 1995.
 
(c) The 6% Convertible Subordinated Debentures Due 2002 are convertible into
    Common Stock at $25.57 per share, subject to adjustment, and are redeemable
    at 100% of the principal amount.
 
(d) Does not include 3,880,481 shares reserved for issuance upon the conversion
    of the 6 3/8% Convertible Subordinated Debentures Due 2004, 1,955,416 shares
    reserved for issuance upon the conversion of the 6% Convertible Subordinated
    Debentures Due 2002, 566,908 shares reserved for issuance under the
    Company's Executive Compensation Program or 200,000 shares reserved for
    issuance under the Company's Non-Employee Directors Stock Option Plan.
 
(e) The as adjusted capital surplus account includes capitalization of the
    carrying value of the Debentures of $74,987,000, less the par value of the
    common shares issued of $4,866,125 and prepaid offering costs of $2,674,255.
 
                                        8
<PAGE>   10
 
                      SELECTED CONSOLIDATED FINANCIAL DATA
 
    The following table summarizes certain selected consolidated financial data
with respect to the Company and its subsidiaries and was derived from the
Company's Annual Report on Form 10-K for the year ended December 31, 1994 and
Quarterly Report on Form 10-Q for the nine months ended September 30, 1995,
which are incorporated into this Prospectus. In the opinion of management of the
Company, the unaudited information for the nine-month periods ended September
30, 1994 and September 30, 1995 has been prepared on a basis consistent with the
audited information and includes all adjustments, which consist only of normal
recurring accruals, necessary for a fair presentation of the results for these
periods. The results of operations for the nine months ended September 30, 1995
are not necessarily indicative of results for the complete year or any other
year.

INCOME STATEMENT DATA:
(Thousands Except Per Share Information)
<TABLE>
<CAPTION>
                                                                                           YEAR ENDED DECEMBER 31,
                                                                           -------------------------------------------------------
                                                                              1990           1991           1992           1993
                                                                           ----------     ----------     ----------     ----------
                                                                           (RESTATED)
<S>                                                                        <C>            <C>            <C>            <C>
Income:                                                                  
   Sale of concentrates and dore.........................................   $ 53,125       $  49,035      $  41,414      $  67,990
   Less cost of mine operations..........................................     45,375          44,072         37,829         59,804
                                                                           ----------     ----------     ----------     ----------
   Gross profits.........................................................      7,750           4,963          3,585          8,186
   Other income..........................................................      8,939           7,714          4,812          5,388
                                                                           ----------     ----------     ----------     ----------
   Total income..........................................................     16,689          12,677          8,397         13,574
Expenses.................................................................     23,118          29,178         14,118         31,548
                                                                           ----------     ----------     ----------     ----------
Income (loss) from continuing operations before income taxes.............     (6,429)        (16,501)        (5,721)       (17,974)
Provision (benefit) for income taxes.....................................     (1,528)         (1,198)        (4,233)        (3,932)
                                                                           ----------     ----------     ----------     ----------
Loss from continuing operations..........................................     (4,901)        (15,303)        (1,488)       (14,042)
   Income from discontinued operations (net of taxes)(1).................        711             904            729            752
                                                                           ----------     ----------     ----------     ----------
Income (loss) before cumulative effect of change in accounting method....     (4,190)        (14,399)          (759)       (13,290)
Cumulative effect of change in accounting method(2)......................                                                    5,181
                                                                           ----------     ----------     ----------     ----------
Net income (loss)........................................................   $ (4,190)      $ (14,399)     $    (759)     $  (8,109)
                                                                           ===========     =========      =========      =========
Per Share Data:(3)                                                       
Earnings per share data:                                                 
   Loss from continuing operations.......................................   $  (0.35)      $   (1.00)     $   (0.10)     $   (0.92)
   Income from discontinued operations (net of taxes)....................       0.05            0.06           0.05           0.05
                                                                           ----------     ----------     ----------     ----------
   Income (loss) before cumulative change in accounting method...........      (0.30)          (0.94)         (0.05)         (0.87)
   Cumulative effect of change in accounting method......................                                                      .34
                                                                           ----------     ----------     ----------     ----------
Net income (loss)........................................................   $  (0.30)      $   (0.94)     $   (0.05)     $    (.53)
                                                                           ===========     =========      =========      =========
       Cash dividends per share..........................................   $   0.11       $    0.12      $    0.15      $     .15
                                                                           ===========     =========      =========      =========
Weighted average number of shares of Common Stock and equivalents used in
 calculation.............................................................     13,792          15,308         15,317         15,328
                                                                           ===========     =========      =========      =========
 
<CAPTION>
 
                                                                           ----------------------------------------
                                                                              1994           1994         1995(4)
                                                                           ----------     ----------     ----------
 
<S>                                                                          <C>          <C>            <C>
Income:
   Sale of concentrates and dore.........................................   $  79,606      $  60,340      $  66,314
   Less cost of mine operations..........................................      67,802         50,235         53,123
                                                                           ----------     ----------     ----------
   Gross profits.........................................................      11,804         10,105         13,191
   Other income..........................................................      12,689          9,207          8,665
                                                                           ----------     ----------     ----------
   Total income..........................................................      24,493         19,312         21,856
Expenses.................................................................      29,493         22,394         21,508
                                                                           ----------     ----------     ----------
Income (loss) from continuing operations before income taxes.............      (5,000)        (3,082)           348
Provision (benefit) for income taxes.....................................        (264)          (227)           437
                                                                           ----------     ----------     ----------
Loss from continuing operations..........................................      (4,736)        (2,855)           (89)
   Income from discontinued operations (net of taxes)(1).................         793            566          2,360
                                                                           ----------     ----------     ----------
Income (loss) before cumulative effect of change in accounting method....      (3,943)        (2,289)         2,271
Cumulative effect of change in accounting method(2)......................
                                                                           ----------     ----------     ----------
Net income (loss)........................................................   $  (3,943)     $  (2,289)     $   2,271
                                                                            =========      =========      =========
Per Share Data:(3)
Earnings per share data:
   Loss from continuing operations.......................................   $   (0.31)     $   (0.19)     $    0.00
   Income from discontinued operations (net of taxes)....................        0.05           0.04           0.15
                                                                           ----------     ----------     ----------
   Income (loss) before cumulative change in accounting method...........       (0.26)         (0.15)          0.15
   Cumulative effect of change in accounting method......................
                                                                           ----------     ----------     ----------
Net income (loss)........................................................   $    (.26)     $   (0.15)     $    0.15
                                                                            =========      =========      =========
       Cash dividends per share..........................................   $     .15      $    0.15      $    0.15
                                                                            =========      =========      =========
Weighted average number of shares of Common Stock and equivalents used in
 calculation.............................................................      15,388         15,366         15,602
                                                                            =========      =========      =========
</TABLE>
 
BALANCE SHEET DATA:
<TABLE>
<S>                                                                          <C>            <C>            <C>            <C>
   Total assets..........................................................     $275,806       $ 261,034      $ 324,878      $ 325,249
   Working capital.......................................................      151,385         129,883        179,370        104,883
   Long-term debt........................................................       59,548          57,902        131,134        129,234
   Shareholders' equity..................................................      200,040         183,938        180,991        170,849
 
<CAPTION>
<S>                                                                          <C>          <C>            <C>
   Total assets..........................................................   $ 412,361      $ 415,856      $ 447,652
   Working capital.......................................................     166,607        182,035        112,636
   Long-term debt........................................................     227,193        227,717        252,049
   Shareholders' equity..................................................     160,292        161,284        168,324
</TABLE>
 
- ---------------
 
(1) On May 2, 1995, the Company sold the assets of its flexible hose and tubing
   division, The Flexaust Company, and shares of a related subsidiary for
   approximately $10.0 million payable in cash, of which approximately $4
   million was paid at the time of closing and the balance is payable over the
   next five years. The results of operations and the gain on sale of Flexaust
   manufacturing segment are presented as "Discontinued Operations." The Company
   recorded a pre-tax gain on the sale of approximately $3.9 million ($2.2
   million net of income taxes) during the second quarter of 1995.
 
(2) Effective January 1, 1993, the Company changed its method of accounting for
   income taxes by adopting Statement of Financial Accounting Standards (FAS)
   109, "Accounting for Income Taxes." FAS 109 requires an asset and liability
   approach to accounting for income taxes and establishes criteria for
   recognizing deferred tax assets. Accordingly, the Company adjusted its
   existing deferred income tax assets and liabilities to reflect current
   statutory income tax rates and previously unrecognized tax benefits related
   to federal and certain state net operating loss carryforwards. FAS 109 also
   contains new requirements regarding balance sheet classification and prior
   business combinations. Hence, the Company adjusted the carrying values of an
   incremental interest in the Rochester Property acquired in 1988 and CDE
   Chilean Mining Corp. acquired in 1990 to reflect the gross purchase value
   previously reported net-of-tax. The cumulative effect of the accounting
   change on prior years at January 1, 1993 is a nonrecurring gain of
   $5,181,188, or $.34 per share, and is included in the Consolidated Statement
   of Operations for the year ended December 31, 1993. Other than the cumulative
   effect, the accounting change had no material effect on the results of
   operations for the year ended December 31, 1993.
 
   As of January 1, 1993, after giving effect to the implementation of FAS 109,
   the significant components of the Company's net deferred tax liability were
   as follows:
<TABLE>
<CAPTION>
                                                                                          DEFERRED INCOME TAXES
                                                                                      ------------------------------
                                                                                         ASSETS          LIABILITIES
                                                                                      -----------        -----------
<S>                                                                                   <C>                <C>        
Property, plant and equipment AMT credit carryforwards............................... $   938,672        $16,756,918
Business credit carryforwards........................................................     628,933                   
Net operating loss carryforwards.....................................................  17,721,115                   
                                                                                      -----------        -----------
      Total..........................................................................  19,288,720         16,756,918
Less -- valuation allowance..........................................................  (7,927,904)                  
                                                                                      -----------        -----------
      Net............................................................................ $11,360,816        $16,756,918
                                                                                      ===========        ===========
</TABLE>
 
   As permitted by FAS 109, prior year financial statements have not been
   restated to reflect the change in accounting method.
 
(3) Earnings per share are calculated based on the weighted average number of
   common shares outstanding and those Common Stock equivalents that are deemed
   to be dilutive. The 6% Convertible Subordinated Debentures Due 2002 are
   considered to be Common Stock equivalents. Accordingly, such debentures are
   assumed to be converted, and interest expense on such debentures, net of tax
   expense, has been considered in the computation of earnings per share, except
   in those instances where the effects of conversion would be antidilutive.
 
(4) Included in the results of operations for the nine months ended September
   30, 1995 are (i) a gain of $3.2 million (included in other income) from the
   sale of gold and silver purchased in the open market which was in turn
   delivered pursuant to fixed price forward contracts during the quarter ended
   September 30, 1995; and (ii) $2.4 million of net income from discontinued
   operations (including the $2.2 million after-tax gain from the related sale
   of certain non-mining assets in May 1995) during the nine-month period.
 
                                        9
<PAGE>   11
 
                          DESCRIPTION OF CAPITAL STOCK
 
COMMON STOCK
 
     The Company is authorized to issue up to 60,000,000 shares of Common Stock,
of which, at November 15, 1995, 15,600,730 shares were outstanding and 1,059,211
shares were held as treasury stock, 4,864,179 shares were reserved for issuance
upon conversion of the $74,957,000 principal amount of the outstanding
Debentures, 3,880,481 shares were reserved for possible issuance upon the
conversion of the Company's $100 million principal amount of outstanding 6 3/8%
Convertible Subordinated Debentures Due 2004, 1,955,416 shares were reserved for
issuance upon conversion of the Company's $50 million principal amount of
outstanding 6% Convertible Subordinated Debentures Due 2002, 566,908 shares were
reserved for issuance under the Company's Executive Compensation Program and
200,000 shares were reserved for issuance under the Company's Non-Employee
Directors Stock Option Plan.
 
     The holders of Common Stock are entitled to one vote for each share held of
record on each matter submitted to a vote of stockholders, and upon giving
notice required by law, may cumulate their votes in elections of directors.
Subject to preferences that may be applicable to any shares of Preferred Stock
of the Company outstanding at the time, holders of Common Stock are entitled to
receive ratably such dividends as may be declared by the Board of Directors out
of funds legally available therefor and, in the event of the liquidation,
dissolution or winding up of the Company, are entitled to share ratably in all
assets remaining after payment of liabilities. Holders of Common Stock have no
preemptive rights and have no rights to convert their Common Stock into any
other security. The outstanding Common Stock is fully-paid and non-assessable.
 
     The Company's Articles of Incorporation include a "fair price" provision
applicable to certain business combination transactions in which the Company may
be involved. The provision requires that an Interested Stockholder (the holder
of 10% or more of the Company's outstanding shares of Common Stock) not engage
in certain specified transactions (e.g., mergers, sales of assets, dissolution
and liquidation) unless one of three conditions is met: (i) a majority of the
directors who are unaffiliated with the Interested Stockholder and were
directors before the Interested Stockholder became an Interested Stockholder
approve the transaction; (ii) holders of 80% or more of the outstanding shares
of Common Stock approve the transaction; or (iii) the stockholders are all paid
a "fair price," i.e., generally the higher of the fair market value of the
shares or the same price as the price paid to stockholders in the transaction in
which the Interested Stockholder acquired its block. By discouraging certain
types of hostile takeover bids, the fair price provision may tend to insulate
current management against the possibility of removal. The Company is not aware
of any person or entity proposing or contemplating such a transaction.
 
     The transfer agent and registrar for the Company's Common Stock is First
Interstate Bank of Oregon, N.A., Portland, Oregon.
 
PREFERRED STOCK
 
     The Company is authorized to issue up to 10,000,000 shares of Preferred
Stock, none of which have been issued. The Board of Directors has the authority
to determine the dividend rights, dividend rates, conversion rights, voting
rights, rights and terms of redemption and liquidation preferences, redemption
prices, sinking fund terms on any series of Preferred Stock, the number of
shares constituting any such series and the designation thereof. Holders of
Preferred Stock have no preemptive rights and have no rights to convert their
Preferred Stock into any other securities. While series may be designated and
Preferred Stock may be issued from time to time in the future, except upon
exercise of the Rights (as described below), the Company has no present plans to
issue any such shares.
 
     On May 24, 1989, the Board of Directors of the Company declared a dividend
distribution of one Right for each outstanding share of the Company's Common
Stock to stockholders of record at the close of business on June 16, 1989. Each
Right entitles the registered holder to purchase from the Company one
one-hundredth of a share of Series A Preferred Stock at a purchase price of $100
in cash ("Purchase Price"), subject to adjustment. The description and terms of
the Rights are set forth in a Rights Agreement, dated as of May 24, 1989 (the
"Rights Agreement"), between the Company and First Interstate Bank of Oregon,
N.A., as Rights
 
                                       10
<PAGE>   12
 
Agent. The Rights are not exercisable or detachable from the Common Stock until
ten days after any person or group acquires 20% or more (or commences a tender
offer for 30% or more) of the Company's Common Stock. If any person or group
acquires 30% or more of the Company's Common Stock or acquires the Company in a
merger or other business combination, each Right (other than those held by the
acquiring person) will entitle the holder to purchase Preferred Stock of the
Company or common stock of the acquiring company having a market value of
approximately two times the $100 exercise price. The Rights expire on May 24,
1999, and can be redeemed by the Company at any time prior to their becoming
exercisable. Shares of Common Stock issued prior to the expiration date of the
Rights upon conversion of the Debentures will be accompanied by Rights.
 
                              STANDBY ARRANGEMENTS
 
     Under the terms and subject to the conditions of a Standby Agreement (the
"Standby Agreement"), UBS Securities Inc. (the "Purchaser") has agreed on the
Redemption Date to purchase from the Company the number of shares (the
"Redemption Shares") of Common Stock that would have been issuable upon
conversion of the Debentures that are not surrendered for conversion on or prior
to the Expiration Time. The Redemption Shares will be purchased by the Purchaser
from the Company at a price per share of $16.49 (i.e., $1,070 / 64.9). The
Purchaser may purchase Debentures in the open market or otherwise prior to the
Expiration Time.
 
     The Company has been advised that the Purchaser proposes to offer any
Common Stock purchased from the Company or acquired on conversion by the
Purchaser of Debentures for resale as set forth on the cover page of this
Prospectus. The Purchaser may also make sales to certain securities dealers at
prices which may reflect concessions from the prices at which the shares are
then being offered to the public. The amount of such concessions will be
determined from time to time by the Purchaser. The sales of Common Stock so
offered are offered by the Purchaser subject to prior sale, when, as, and if
received by the Purchaser, and subject to its right to reject orders in whole or
in part. The Purchaser has agreed to remit to the Company 50% of the amount, if
any, by which the aggregate net proceeds received by the Purchaser from sales of
the Redemption Shares exceeds the aggregate purchase price of the Redemption
Shares.
 
     Pursuant to the Standby Agreement, the Company has agreed to pay a standby
fee to the Purchaser for the commitments undertaken by it under the Standby
Agreement. The standby fee ranges from .25% to 1.00% of the aggregate redemption
price of 107% of the principal amount of the outstanding Debentures depending on
the difference between the market value per share of the Common Stock at the
time the Debentures are called for redemption and $16.49. In addition, a take-up
fee will also be paid to the Purchaser in an amount ranging from 2.25% to 6.00%
of $16.49 multiplied by the number of Redemption Shares depending upon the
number of such shares purchased and the difference between the Common Stock
price at the time the Debentures are called for redemption and $16.49. In
addition, the Purchaser has agreed to advance to the Company monies, if any,
required for deposit with the Trustee pursuant to the terms of the Indenture
with the Company reimbursing the Purchaser for the cost of any such deposit. The
Company has agreed to reimburse the Purchaser for its reasonable out-of-pocket
expenses, including the fees and disbursements of its counsel.
 
     During the period beginning from the date of this Prospectus and continuing
to and including the Redemption Date, and, if the Purchaser purchases any
Redemption Shares, further continuing and including the date ending 90 days
after the Redemption Date, the Company has agreed not to offer, sell, contract
to sell or otherwise dispose of any shares of Common Stock of the Company or any
securities convertible into or exchangeable for shares of Common Stock (except
for any securities issued, offered, sold or disposed of by the Company in
connection with a business combination transaction approved by the Company's
shareholders or pursuant to its stock option and other benefit plans maintained
for its officers, directors and employees or Common Stock issued or distributed
in connection with the conversion of any security of the Company outstanding on
the date of this Prospectus) without the Purchaser's prior written consent.
 
     The Company has agreed to indemnify the Purchaser against certain
liabilities, including liabilities under the Securities Act.
 
                                       11
<PAGE>   13
 
     The Purchaser may assist in the solicitation of conversions by holders of
Debentures but will receive no commission therefor.
 
     In the ordinary course of their regular business the Purchaser and certain
affiliates of the Purchaser may provide investment banking and commercial
banking services to the Company.
 
                                 LEGAL MATTERS
 
     The legality of the Common Stock offered hereby will be passed upon for the
Company by Freedman, Levy, Kroll & Simonds, Washington, D.C. and for the
Purchaser by Cravath, Swaine & Moore, New York, New York.
 
                              INDEPENDENT AUDITORS
 
     The consolidated financial statements of the Company appearing in the
Company's Annual Report on Form 10-K for the year ended December 31, 1994 have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
 
                                       12
<PAGE>   14
 
   No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus, and, if given or
made, such information or representations must not be relied upon as having been
authorized. This Prospectus does not constitute an offer to sell or solicitation
of an offer to buy any securities other than the securities to which it relates
or an offer to sell or the solicitation of an offer to buy such securities in
any circumstances in which such offer or solicitation is unlawful. Neither the
delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof or that the information contained
herein is correct as of any time subsequent to its date.
 
                            ------------------------
                               Table of Contents
 
<TABLE>
<CAPTION>
                                             Page
                                             -----
<S>                                          <C>
Available Information........................     2
Incorporation of Certain Documents by
  Reference..................................     2
The Company..................................     3
Risk Factors.................................     4
Use of Proceeds..............................     7
Price Range of Common Stock and Dividends....     7
Capitalization...............................     8
Selected Consolidated Financial Data.........     9
Description of Capital Stock.................    10
Standby Arrangements.........................    11
Legal Matters................................    12
Independent Auditors.........................    12
</TABLE>
 
                                4,864,179 SHARES
 
                                     [LOGO]
 
                                
                                  COMMON STOCK
                            ------------------------
                                   Prospectus
                               November 15, 1995
                            ------------------------
 
                              UBS SECURITIES INC.
<PAGE>   15
 
                                    PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
 
     The estimated expenses to be paid by the Registrant in connection with the
securities being registered are as follows:
 
<TABLE>
    <S>                                                                          <C>
    SEC registration fee......................................................   $ 31,449
    Printing and engraving expenses...........................................      7,500
    Legal fees and expenses...................................................    150,000
    Accounting fees and expenses..............................................     45,000
    Blue Sky fees and expenses (including legal fees).........................      6,500
    Miscellaneous.............................................................      4,551
                                                                                 --------
              Total...........................................................   $245,000
                                                                                 ========
</TABLE>
 
ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
     Under Title 30, Section 30-1-5 of the Idaho Code and Article VI(b) of the
Registrant's By-Laws, the Registrant's directors and officers may be indemnified
against certain liabilities which they may incur in their capacities as such.
The material terms of the indemnification provisions are indemnification (i)
with respect to civil, criminal, administrative or investigative proceedings
brought because the defendant is or was serving as an officer, director,
employee or agent of the Company; (ii) for judgments, fines and amounts paid in
settlement reasonably incurred; (iii) if the defendant acted in good faith and
in a manner he believed to be in the best interest of the Company; and (iv) if,
with respect to a criminal proceeding, he had no reasonable cause to believe his
conduct was unlawful. Attorney's fees are included in such indemnification to
the extent the indemnified party is successful on the merits in defense of the
proceeding. If the foregoing criteria are met, indemnification also applies to a
suit threatened or pending by the Company against the officer, director,
employee or agent with respect to attorney's fees unless there is negligence on
the part of the indemnified party. Indemnification is made only upon a
determination by the Company that it is proper under the circumstances because
the applicable standard is met. The determination shall be made by a majority
vote of (i) a quorum of the board of directors consisting of those persons who
are not parties to the proceeding; (ii) if such a quorum is not available, by
independent legal counsel in writing; or (iii) by the shareholders. Expenses for
defense may be paid in advance of final disposition of the proceeding if the
indemnified party provides an undertaking to repay such amounts if it is
determined that the applicable standard has not been met. The Registrant also
has an officers' and directors' liability insurance policy. This insurance
policy contains a limit of liability of $10 million with a retention to the
Company of $500,000, on a claims made basis. The policy covers claims against
officers and directors for "wrongful acts" and also reimburses the Company to
the extent the Company indemnifies officers and directors in accordance with
applicable law and its by-laws. "Wrongful act" is defined to mean any breach of
duty, neglect, error, misstatement, misleading statement, omission or act by the
directors or officers of the Company in their respective capacities as such, or
any matter claimed against them solely by reason of their status as directors or
officers of the Company. The policy contains numerous exclusions of liability
which are exceptions to coverage.
 
ITEM 16.  EXHIBITS.
 
<TABLE>
<S>     <C> <C>
 1        -- Form of Standby Agreement
 5        -- Legal opinion, dated November 15, 1995, of Freedman, Levy, Kroll & Simonds
            regarding legality of securities offered
23.1      -- Consent of Ernst & Young LLP. (See page II-5.)
23.2      -- Consent of Freedman, Levy, Kroll & Simonds (included in Exhibit 5).
</TABLE>
 
                                      II-1
<PAGE>   16
 
ITEM 17.  UNDERTAKINGS
 
     The undersigned Registrant hereby undertakes:
 
          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:
 
             (i) To include any prospectus required by Section 10(a)(3) of the
        Securities Act of 1933;
 
             (ii) To reflect in the prospectus any facts or events arising after
        the effective date of the registration statement (or the most recent
        post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in this registration statement. Notwithstanding the foregoing, any
        increase or decrease in volume of securities offered (if the total
        dollar value of securities offered would not exceed that which was
        registered) and any deviation from the low or high and of the estimated
        maximum offering range may be reflected in the form of prospectus filed
        with the Commission pursuant to Rule 424(b) if, in the aggregate, the
        changes in volume and price represent no more than 20 percent change in
        the maximum aggregate offering price set forth in the "Calculation of
        Registration Fee" table in the effective registration statement;
 
             (iii) To include any material information with respect to the plan
        of distribution not previously disclosed in this registration statement
        or any material change to such information in this registration
        statement.
 
          Provided, however, that the undertakings set forth in paragraphs (i)
     and (ii) above do not apply if the information required to be included in a
     post-effective amendment by those paragraphs is contained in periodic
     reports filed with the Commission by the Registrant pursuant to Section 13
     or Section 15(d) of the Securities Exchange Act of 1934 that are
     incorporated by reference in this registration statement.
 
          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.
 
          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.
 
          (4) That, for purposes of determining liability under the Securities
     Act of 1933, each filing of the Registrant's annual report pursuant to
     Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that
     is incorporated by reference in the registration statement shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.
 
     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
 
                                      II-2
<PAGE>   17
 
                                   SIGNATURES
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT OR AMENDMENT THERETO TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN COEUR D'ALENE, IDAHO, ON THE 14TH DAY OF NOVEMBER,
1995.
 
                                          COEUR D'ALENE MINES CORPORATION
                                                       (Registrant)
 
                                          By:        DENNIS E. WHEELER
                                             ---------------------------------
                                                     DENNIS E. WHEELER
                                             (CHAIRMAN OF THE BOARD, PRESIDENT
                                                AND CHIEF EXECUTIVE OFFICER)
 
     KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE APPEARS
BELOW CONSTITUTES AND APPOINTS DENNIS E. WHEELER, JAMES A. SABALA AND WILLIAM F.
BOYD HIS TRUE AND LAWFUL ATTORNEYS-IN-FACT AND AGENTS, EACH ACTING ALONE, WITH
FULL POWERS OF SUBSTITUTION, FOR HIM AND IN HIS NAME, PLACE AND STEAD, IN ANY
AND ALL CAPACITIES, TO SIGN ANY OR ALL AMENDMENTS (INCLUDING POST-EFFECTIVE
AMENDMENTS) TO THIS REGISTRATION STATEMENT, AND TO FILE THE SAME, WITH EXHIBITS
THERETO, AND OTHER DOCUMENTS IN CONNECTION THEREWITH, WITH THE SECURITIES AND
EXCHANGE COMMISSION, GRANTING UNTO SAID ATTORNEYS-IN-FACT AND AGENTS, EACH
ACTING ALONE, FULL POWER AND AUTHORITY TO DO AND PERFORM FOR ALL INTENTS AND
PURPOSES AS HE MIGHT OR COULD DO IN PERSON, HEREBY RATIFYING AND CONFIRMING ALL
THAT SAID ATTORNEYS-IN-FACT AND AGENTS, EACH ACTING ALONE, OR HIS SUBSTITUTE OR
SUBSTITUTES, MAY LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE THEREOF.
 
                                      II-3
<PAGE>   18
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT OR AMENDMENT THERETO HAS BEEN SIGNED BELOW BY THE
FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED:
 
<TABLE>
<CAPTION>
                   SIGNATURE                                TITLE                    DATE
- -----------------------------------------------   -------------------------   ------------------
<S>                                               <C>                         <C>
                                                  Chairman of the Board of
                                                    Directors, President,
                                                   Chief Executive Officer
                                                   and Director (Principal
               DENNIS E. WHEELER                     Executive Officer)       November 14, 1995
- -----------------------------------------------
               DENNIS E. WHEELER

                                                  Senior Vice President --
                                                   Finance and Treasurer,
                                                  (Principal Financial and
                                                   Accounting Officer) and
                JAMES A. SABALA                           Director            November 14, 1995
- -----------------------------------------------
                JAMES A. SABALA

                CECIL D. ANDRUS                           Director            November 14, 1995
- -----------------------------------------------
                CECIL D. ANDRUS

               JOSEPH C. BENNETT                          Director            November 14, 1995
- -----------------------------------------------
               JOSEPH C. BENNETT

                JAMES J. CURRAN                           Director            November 14, 1995
- -----------------------------------------------
                JAMES J. CURRAN

               JEFFREY T. GRADE                           Director            November 14, 1995
- -----------------------------------------------
               JEFFERY T. GRADE

               DUANE B. HAGADONE                          Director            November 14, 1995
- -----------------------------------------------
               DUANE B. HAGADONE

               JAMES A. MCCLURE                           Director            November 14, 1995
- -----------------------------------------------
               JAMES A. MCCLURE
</TABLE>
 
                                      II-4
<PAGE>   19
 
                                                                    EXHIBIT 23.1
 
                       CONSENT OF INDEPENDENT ACCOUNTANTS
 
     We consent to the reference to our firm under the caption "Independent
Auditors" in this Registration Statement on Form S-3 and related prospectus of
Coeur d'Alene Mines Corporation and to the incorporation by reference therein of
our report dated February 10, 1995 with respect to the consolidated financial
statements and schedules of Coeur d'Alene Mines Corporation included in its
Annual Report on Form 10-K for the year ended December 31, 1994, filed with the
Securities and Exchange Commission.
 
                                          ERNST & YOUNG LLP
 
Seattle, Washington
November 13, 1995
 
                                      II-5
<PAGE>   20
 
                                                                    EXHIBIT 23.2
 
                               ATTORNEYS' CONSENT
 
     The consent of Freedman, Levy, Kroll & Simonds to the use of Exhibit 5
hereto, and to the references to their name under the heading "Legal Matters" in
the Prospectus constituting a part of this Registration Statement, is included
in that Exhibit.
 
                                      II-6

<PAGE>   1






                        COEUR D'ALENE MINES CORPORATION

                7% Convertible Subordinated Debentures Due 2002


                               STANDBY AGREEMENT


                                                               November 15, 1995


UBS Securities Inc.
299 Park Avenue
New York, N.Y. 10171-0026

Dear Sirs:

                 Coeur d'Alene Mines Corporation (the "Company") proposes to
redeem on December 15, 1995 (the "Redemption Date"), all of its outstanding 7%
Convertible Subordinated Debentures Due 2002 (the "Debentures") at a redemption
price of $1,070.00 for each $1,000 principal amount, plus accrued and unpaid
interest from June 15, 1995, to the Redemption Date of $35.00 per $1,000
principal amount, for a total redemption price of $1,105.00 (the "Redemption
Price").  The Debentures are convertible into shares of the Company's Common
Stock, par value $1.00 per share (the "Common Stock").  The right to convert
the Debentures into Common Stock will terminate at the close of business on
December 14, 1995 (the "Final Conversion Date").

                 In order to assure the availability of funds to redeem the
Debentures not converted on or prior to the Final Conversion Date, the Company
desires to make arrangements pursuant to which the shares of its Common Stock
issuable on the Redemption Date on conversion of Debentures not surrendered for
conversion by the close of business on the Final Conversion Date will be
purchased on the Redemption Date from the Company by you (the "Purchaser").

                 1.  Representations and Warranties.  The Company represents
and warrants to, and agrees with, the Purchaser as set forth below in this
Section 1.  Certain terms used in this Section 1 are defined in paragraph (g)
hereof.

                 (a)  The Company meets the requirements for use of Form S-3
         under the Securities Act of 1933 (the "Act")
<PAGE>   2
                                                                               2


         and has filed with the Securities and Exchange Commission (the
         "Commission") a registration statement on such Form for the
         registration under the Act of the sale by the Purchaser of any shares
         of Common Stock that may be acquired by it upon conversion of
         Debentures or purchased pursuant to Section 2(a) of this Agreement.
         The Company proposes to file with the Commission a final prospectus in
         accordance with Rules 430A and 424(b)(1) or (4).  The Company has
         included in such registration statement, as amended at the Effective
         Date, all information (other than Rule 430A information) required by
         the Act and the rules thereunder to be included in the Prospectus with
         respect to the Common Stock registered pursuant to the Registration
         Statement and the offering thereof.  As filed, such final prospectus
         shall contain all Rule 430A information, together with all other such
         required information, with respect to the Common Stock registered
         pursuant to the Registration Statement and the offering thereof and,
         except to the extent the Purchaser shall agree in writing to a
         modification, shall be in all substantive respects in the form
         furnished to you prior to the Execution Time or, to the extent not
         completed at the Execution Time, shall contain only such specific
         additional information and other changes (beyond those contained in
         the latest Preliminary Prospectus) as the Company has advised you,
         prior to the Execution Time, will be included or made therein.

                 (b)  On the Effective Date, the Registration Statement did,
         and, when the Prospectus is first filed (if required) in accordance
         with Rule 424(b), on the Final Conversion Date, on the Redemption Date
         and on the Closing Date, the Prospectus (and any supplements thereto)
         will, comply in all material respects with the applicable requirements
         of the Act and the Securities Exchange Act of 1934 (the "Exchange
         Act") and the respective rules thereunder; on the Effective Date, the
         Registration Statement did not or will not contain any untrue
         statement of a material fact or omit to state any material fact
         required to be stated therein or necessary in order to make the
         statements therein not misleading; and, on the Effective Date, the
         Prospectus, if not filed pursuant to Rule 424(b), did not or will not,
         and on the date of any filing pursuant to Rule 424(b), on the Final
         Conversion Date, on the
<PAGE>   3
                                                                               3

         Redemption Date and on the Closing Date, the Prospectus (together with
         any supplement thereto) will not, include any untrue statement of a
         material fact or omit to state a material fact necessary in order to
         make the statements therein, in the light of the circumstances under
         which they were made, not misleading; provided, however, that the
         Company makes no representations or warranties as to the information
         contained in or omitted from the Registration Statement or the
         Prospectus (or any supplement thereto) in reliance upon and in
         conformity with information furnished in writing to the Company by or
         on behalf of the Purchaser through the Purchaser specifically for
         inclusion in the Registration Statement or the Prospectus (or any
         supplement thereto).

                 (c)  The Debentures are convertible into Common Stock at a
         conversion price of $15.41 of principal amount of Debentures per share
         of Common Stock or approximately 64.9 shares of Common Stock for each
         $1,000 principal amount of Debentures.  At the Execution Time, there
         were $74,957,000 principal amount of Debentures outstanding; the
         redemption of all the outstanding Debentures had been duly authorized
         by the Company; by the close of business on the date of execution
         hereof, all the Debentures shall have been duly called for redemption
         in accordance with the Indenture between the Company and Bankers Trust
         Company (the "Paying Agent") dated as of December 1, 1992 (the
         "Indenture"), and the right to convert the Debentures into shares of
         Common Stock will, as a result of such call, expire at 5:00 p.m.,
         Eastern Standard Time, on the Final Conversion Date.  A copy of the
         form of notice of redemption and the related letter of transmittal
         (collectively, the "Notice of Redemption") has been heretofore
         delivered to the Purchaser.  The Debentures have been duly and validly
         authorized and issued and are fully enforceable in accordance with
         their terms.

                 (d)  The Company has neither taken nor will take, directly or
         indirectly, any action designed to cause or result in, or that has
         constituted or that might reasonably be expected to cause or result
         in, stabilization or manipulation of the price of any security of the
         Company to facilitate the conversion of the Debentures.
<PAGE>   4
                                                                               4


                 (e)  The Company has neither paid nor given, nor will pay or
         give, directly or indirectly, any commission or other remuneration for
         soliciting the conversion of any Debentures into Common Stock and
         cash.

                 (f)  Neither the issue and sale of the Standby Shares, nor the
         consummation of any other of the transactions herein contemplated, nor
         fulfillment of the terms hereof will conflict with, result in a breach
         or violation of, or constitute a default under, any law or the charter
         or bylaws of the Company or the terms of any indenture or other
         material agreement or instrument to which the Company or any of its
         subsidiaries is a party or is bound or any judgment, order or decree
         applicable to the Company or any of its subsidiaries of any court,
         regulatory body, administrative agency, governmental body or
         arbitrator having jurisdiction over the Company or any of its
         subsidiaries.

                 (g)  The terms which follow, when used in this Agreement,
         shall have the meanings indicated.  The term "Effective Date" shall
         mean each date that the Registration Statement and any post-effective
         amendment or amendments thereto became or become effective and each
         date after the date hereof on which a document incorporated by
         reference in the Registration Statement is filed.  "Execution Time"
         shall mean the date and time that this Agreement is executed and
         delivered by the parties hereto.  "Preliminary Prospectus" shall mean
         any preliminary prospectus referred to in paragraph (a) above and any
         preliminary prospectus included in the Registration Statement at the
         Effective Date that omits Rule 430A information.  "Prospectus" shall
         mean the prospectus relating to the Securities that is first filed
         pursuant to Rule 424(b) after the Execution Time or, if no filing
         pursuant to Rule 424(b) is required, shall mean the form of final
         prospectus relating to the Securities included in the Registration
         Statement at the Effective Date.  "Registration Statement" shall mean
         the registration statement referred to in paragraph (a) above,
         including incorporated documents, exhibits and financial statements,
         as amended at the Execution Time (or, if not effective at the
         Execution Time, in the form in which it shall become effective), and,
         in the event any post-effective amendment thereto becomes effective
<PAGE>   5
                                                                               5

         prior to the Closing Date (as hereinafter defined), shall also mean
         such registration statement as so amended.  Such term shall include
         any Rule 430A Information deemed to be included therein at the
         Effective Date as provided in Rule 430A.  "Rule 415", "Rule 424",
         "Rule 430A" and "Regulation S-K" refer to such rules or regulation
         under the Act.  "Rule 430A Information" means information with respect
         to the Securities and the offering thereof permitted to be omitted
         from the Registration Statement when it becomes effective pursuant to
         Rule 430A.  Any reference herein to the Registration Statement, a
         Preliminary Prospectus or the Prospectus shall be deemed to refer to
         and include the documents incorporated by reference therein pursuant
         to Item 12 of Form S-3 which were filed under the Exchange Act on or
         before the Effective Date of the Registration Statement or the issue
         date of such Preliminary Prospectus or the Prospectus, as the case may
         be; and any reference herein to the terms "amend", "amendment" or
         "supplement" with respect to the Registration Statement, any
         Preliminary Prospectus or the Prospectus shall be deemed to refer to
         and include the filing of any document under the Exchange Act after
         the Effective Date of the Registration Statement, or the issue date of
         the Preliminary Prospectus or the Prospectus, as the case may be,
         deemed to be incorporated therein by reference.  "Standby Shares"
         shall mean the shares of Common Stock to be purchased from the Company
         pursuant to Section 2(a) hereof.

                 2.  Purchase of Standby Shares.  Subject to the terms and
conditions and in reliance upon the representations and warranties herein set
forth:

                 (a)  In the event that less than all the outstanding
         Debentures are surrendered for conversion at or prior to 5:00 p.m.,
         Eastern Standard Time, on the Final Conversion Date, the Company
         agrees to sell to the Purchaser, and the Purchaser agrees to purchase
         from the Company, at a purchase price of $16.49 per share, such whole
         number of additional shares of Common Stock as would have been
         issuable upon the conversion of such of the Debentures which shall not
         have been surrendered for conversion prior to the Redemption Date.
         The Company shall notify the Purchaser of such number of shares as
         soon as practicable after the expiration of convertibility of the
         Debentures on the
<PAGE>   6
                                                                               6

         Final Conversion Date and in no event later than 9:00 a.m., Eastern
         Standard Time, on the business day following the Final Conversion
         Date.

                 (b)  It is understood that the Purchaser intends to resell the
         Standby Shares from time to time at prices prevailing in the open
         market.  With respect to any Standby Shares, the Purchaser, on or
         prior to January 15, 1996, shall remit to the Company 50% of the
         excess, if any, of the aggregate proceeds received by the Purchaser
         from the sale of such Standby Shares (net of selling concessions,
         transfer taxes and other expenses of sale) over an amount equal to $
         16.49 multiplied by the number of such Standby Shares sold by such
         Purchaser.  Upon completion of the sale of the Standby Shares, the
         Purchaser shall furnish to the Company a statement setting forth the
         aggregate proceeds received on the sale thereof and the applicable
         selling concessions, transfer taxes and other expenses of sale.  For
         purposes of the foregoing determination, any Standby Shares not sold
         by or for the account of the Purchaser prior to the close of business
         on January 10, 1996, shall be deemed to have been sold on such day for
         an amount equal to the last reported sale price of the Common Stock on
         the New York Stock Exchange on such day.  Nothing contained herein
         shall limit the right of the Purchaser, in its discretion, to
         determine the price or prices at which, or the time or times when, any
         Standby Shares shall be sold, whether or not prior to the Redemption
         Date and whether or not for long or short account.

                 (c)  Delivery of any payment for the Standby Shares shall be
         made at 10:00 a.m., Eastern Standard Time, on December 19, 1995 (two
         business days after the Redemption Date), or such other date as the
         Purchaser and the Company may agree (such date and time of delivery
         and payment for the Standby Shares being herein called the "Closing
         Date").  Delivery of the Standby Shares shall be made to the Purchaser
         against payment by the Purchaser of the purchase price thereof to or
         upon the order of the Company by wire transfer of immediately
         available funds.  Delivery of the Standby Shares shall be made at such
         location as the Purchaser shall reasonably designate at least one
         business day in advance of the Closing Date and payment for the
         Standby Shares shall be made at the offices of Cravath,
<PAGE>   7
                                                                               7

         Swaine & Moore, Worldwide Plaza, 825 Eighth Avenue, New York, N.Y.
         10019.  Certificates for the Standby Shares shall be registered in
         such names and in such denominations as the Purchaser may request.

                 The Company agrees to have the Standby Shares available for
         inspection, checking and packaging by the Purchaser in New York, New
         York, prior to the Closing Date.

                 Unless the Company waives its right to receive immediately
         available funds at the Closing Date and agrees to accept next-day
         funds in lieu thereof, the Company shall pay to the Purchaser promptly
         following the Closing Date an amount equal to the Purchaser's
         overnight cost of funds on the purchase price payable by the Purchaser
         at the Closing Date.

                 3.  Compensation.  As compensation for the commitment of the
Purchaser hereunder, the Company will pay to the Purchaser an amount equal to
the sum of (i) the Standby Fee (as defined in paragraph (a) of this Section 3)
plus (ii) the Take-up Fee (as defined in paragraph (b) of this Section 3).

                 (a)  The "Standby Fee" shall be equal to:

                          (i) 1.00% of the Standby Commitment if the Cushion is
                 less than .1500;

                          (ii) 0.75% of the Standby Commitment if the Cushion
                 is equal to or greater than .1500 but less than .2000;

                          (iii) 0.50% of the Standby Commitment if the Cushion
                 is equal to or greater than .2000 but less than .2500; or

                          (iv) 0.25% of the Standby Commitment if the Cushion
                 is equal to or greater than .2500.

                 The "Standby Commitment" shall be equal to $80,203,990.00.

                 The "Cushion" shall be the fraction (expressed as a decimal)
having the difference of the Common Stock Price
<PAGE>   8
                                                                               8

minus the Breakeven Price as its numerator and the Common Stock Price as its
denominator.

                 The "Common Stock Price" shall be an amount equal to the last
reported sale price on the New York Stock Exchange of the Common Stock on the
day immediately preceding the day of the Company's redemption announcement,
provided that such announcement is made before 5:00 p.m. New York City time.
If the Company's redemption announcement is made later than 5:00 p.m. New York
City time, then the Common Stock Price shall be equal to the last reported sale
price on the New York Stock Exchange of the Common Stock on the day of such
announcement.

                 The "Breakeven Price" shall be equal to $16.489.

                 (b)  The "Take-up Fee" shall be an amount equal to the 
         Take-up Percentage multiplied by the Breakeven Price multiplied
         by the number of Standby Shares.

                          (i) if the Cushion is greater than or equal to .1500,
                 then the "Take-up Percentage" shall be equal to:

                                  (A) .0225 if the number of Standby Shares is
                          less than 486,418;

                                  (B) .0300 if the number of Standby Shares is
                          equal to or greater than 486,418 but less than
                          1,459,254;

                                  (C) .0375 if the number of Standby Shares is
                          equal to or greater than 1,459,254 but less than
                          2,432,090; or

                                  (D) .0500 if the number of Standby Shares is
                          equal to or greater than 2,432,090.

                          (ii) if the Cushion is less than .1500, then the
                 Take-up Percentage shall be equal to:

                                  (A) .0275 if the number of Standby Shares is
                          less than 486,418;
<PAGE>   9
                                                                               9

                                  (B) .0375 if the number of Standby Shares is
                          equal to or greater than 486,418 but less than
                          1,459,254;

                                  (C) .0475 if the number of Standby Shares is
                          equal to or greater than 1,459,254 but less than
                          2,432,090; or

                                  (D) .0600 if the number of Standby Shares is
                          equal to or greater than 2,432,090.

                 Such compensation shall be paid to the Purchaser by wire
transfer of immediately available funds on (i) if the Purchaser is required to
purchase any Standby Shares, the Closing Date, or (ii) otherwise, as soon as
practicable after the Final Conversion Date (but in no event later than two
business days thereafter).

                 4.  Additional Purchases.  On or after the date hereof, the
Purchaser may (but will not be obligated to) purchase Debentures, in the open
market or otherwise, in such amounts and at such prices as the Purchaser may
deem advisable.  Any Common Stock acquired by the Purchaser upon conversion of
any Debentures acquired pursuant to this Section 4 may be sold at any time or 
from time to time by the Purchaser.  It is understood that, for the purpose of
stabilizing the price of the Common Stock or otherwise, the Purchaser may (but
will not be obligated to) make purchases and sales of Common Stock or 
Debentures, in the open market or otherwise, for long or short account, on 
such terms as it may deem advisable and it may overallot in arranging sales.

                 5.  Agreements.  Each of the parties agrees with the other
that:

                 (a)  The Company will use its best efforts to cause the
         Registration Statement, if not effective at the Execution Time, and
         any amendment thereof, to become effective.  Prior to the termination
         of the offering of the Securities, the Company will not file any
         amendment of the Registration Statement or supplement to the
         Prospectus unless the Company has furnished the Purchaser with a copy
         for its review prior to filing and will not file any such proposed
<PAGE>   10
                                                                              10

         amendment or supplement to which the Purchaser may reasonably object.
         Subject to the foregoing sentence, if the Registration Statement has
         become or becomes effective pursuant to Rule 430A, or filing of the
         Prospectus is otherwise required under Rule 424(b), the Company will
         cause the Prospectus, properly completed, and any supplement thereto
         to be filed with the Commission pursuant to the applicable paragraph
         of Rule 424(b) within the time period prescribed and will provide
         evidence satisfactory to the Purchaser of such timely filing.  The
         Company will promptly advise the Purchaser (i) when the Registration
         Statement, if not effective at the Execution Time, and any amendment
         thereto, shall have become effective, (ii) when the Prospectus, and
         any supplement thereto, shall have been filed (if required) with the
         Commission pursuant to Rule 424(b), (iii) when, prior to termination
         of the offering of the Securities, any amendment to the Registration
         Statement shall have been filed or becomes effective, (iv) of any
         request by the Commission for any amendment of the Registration
         Statement or supplement to the Prospectus or for any additional
         information, (v) of the issuance by the Commission of any stop order
         suspending the effectiveness of the Registration Statement or the
         institution or threatening of any proceeding for that purpose and (vi)
         of the receipt by the Company of any notification with respect to the
         suspension of the qualification of the Securities for sale in any
         jurisdiction or the initiation or threatening of any proceeding for
         such purpose.  The Company will use its best efforts to prevent the
         issuance of any such stop order and, if issued, to obtain as soon as
         possible the withdrawal thereof.

                 (b)  If, at any time when a prospectus relating to the Standby
         Shares is required to be delivered under the Act, any event occurs as
         a result of which the Prospectus, as then amended or supplemented,
         would include any untrue statement of a material fact or omit to state
         any material fact necessary to make the statements therein, in light
         of the circumstances under which they were made, not misleading, or if
         it shall be necessary to amend the Registration Statement or
         supplement the Prospectus to comply with the Act or the Exchange Act
         or the respective rules thereunder, the Company promptly will (i)
         prepare and file with the
<PAGE>   11
                                                                              11

         Commission, subject to the second sentence of paragraph (a) of this
         Section 5, an amendment or supplement which will correct such
         statement or omission or effect such compliance and (ii) supply any
         supplemented Prospectus to you in such quantities as you may
         reasonably request.

                 (c)  As soon as practicable, the Company will make generally
         available to its security holders and to the Purchaser an earnings
         statement or statements of the Company and its subsidiaries which will
         satisfy the provisions of Section 11(a) of the Act and Rule 158 under
         the Act.

                 (d)  The Company will furnish to the Purchaser and counsel for
         the Purchaser, without charge, signed copies of the Registration
         Statement (including exhibits thereto) and, so long as delivery of a
         prospectus by a Purchaser or dealer may be required by the Act, as
         many copies of each Preliminary Prospectus and the Prospectus and any
         supplement thereto as the Purchaser may reasonably request.  The
         Company will pay the expenses of printing or other production of all
         documents relating to the transactions contemplated hereby.  The
         Company will also pay all reasonable out-of-pocket expenses of the
         Purchaser, including the fees and disbursements of Purchaser's
         counsel, and the fees and disbursements of the Paying Agent.

                 (e)  The Company will arrange for the qualification of the
         Standby Shares for sale under the laws of such jurisdictions as the
         Purchaser may designate and will maintain such qualifications in
         effect so long as required for the distribution of the Standby Shares;
         provided, however, that the Company will not be required to do so in
         any jurisdiction where such qualification would require the Company to
         register to do business as a foreign corporation, would subject the
         Company to taxation as doing business or would require the Company to
         file a consent to general service of process therein, in any case
         where it would not otherwise be so required or subject.

                 (f)  The Company will mail or cause to be mailed on the date
         of execution hereof the Notice of Redemption by first-class mail to
         the registered
<PAGE>   12
                                                                              12

         holders of the Debentures, which mailing will conform to the
         requirements of the Indenture.

                 (g)  The Company will direct the Paying Agent to advise the
         Purchaser daily of the amount of Debentures surrendered on the
         previous day for redemption or for conversion.

                 (h)  The Company will not take any action the effect of which
         would be to require an adjustment in the conversion price of the
         Debentures.

                 (i)  The Company will not, prior to the Final Conversion Date
         and for a period of 90 days following the Final Conversion Date,
         without the prior written consent of the Purchaser, offer, sell or
         contract to sell, or otherwise dispose of, directly or indirectly, or
         announce, or file for the registration of, the offering of, any other
         shares of Common Stock or any securities convertible into, or
         exchangeable for, shares of Common Stock; provided, however, that the
         Company may issue and sell or register Common Stock (a) in connection
         with a business combination transaction approved by the Company's
         shareholders, (b) pursuant to any employee stock option or other
         benefit plan of the Company maintained for its officers, directors and
         employees and in effect at the Execution Time and (c) upon the
         conversion of securities outstanding at the Execution Time; and
         provided further that the Company will no longer be bound by this
         provision if the Purchaser does not acquire any Standby Shares
         pursuant to Section 2(a) hereof.

                 (j)  The Company confirms as of the date hereof that it is in
         compliance with all provisions of Section 1 of Laws of Florida,
         Chapter 92-198, An Act Relating to Disclosure of Doing Business With
         Cuba, and the Company further agrees that, if it commences engaging in
         business with the government of Cuba or with any person or affiliate
         located in Cuba after the date the Registration Statement becomes or
         has become effective with the Securities and Exchange Commission or
         with the Florida Department of Banking and Finance (the "Department"),
         whichever date is later, or if the information reported in the
         Prospectus, if any, concerning the Company's business with Cuba or
         with any
<PAGE>   13
                                                                              13

         person or affiliate located in Cuba changes in any material way, the
         Company will provide the Department notice of such business or change,
         as appropriate, in a form acceptable to the Department.

                 (k)  The Purchaser agrees that in the event the Trustee should
         require from the Company any deposit of funds pursuant to Section 1106
         of the Indenture, the Purchaser shall advance such funds to the
         Company and deposit such funds with the Trustee on behalf of the
         Company (such advance and deposit a "Trustee Deposit").  The Company
         agrees to repay or to cause the Trustee to repay to the Purchaser any
         such Trustee Deposit as soon as the Trustee no longer requires such
         funds to be deposited with it pursuant to Section 1106 of the
         Indenture.  The Company agrees further to reimburse the Purchaser on
         the Closing Date in an amount equal to the Purchaser's cost of funds
         on any such Trustee Deposit from the date of such deposit through the
         Closing Date.

                 (l)  The Company will waive any defect or irregularity with
         respect to the transmittal of any Debenture submitted for conversion
         into Common Stock, so long as any such waiver will not have adverse
         financial consequences for the Company.

                 6.  Conditions to the Obligations of the Purchaser.  The
obligations of the Purchaser hereunder to purchase any Standby Shares shall be
subject to the accuracy of the representations and warranties on the part of
the Company contained herein as of the Execution Time, each Effective Date
occurring after the Execution Time, the Final Conversion Date, the Redemption
Date and the Closing Date, to the accuracy of the statements of the Company
made in any certificates pursuant to the provisions hereof, to the performance
by the Company of its obligations hereunder and to the following additional
conditions:

                 (a)  Unless the Purchaser agrees in writing to a later time,
         the Registration Statement shall become effective not later than 5:00
         p.m., Eastern Standard Time, on the date of this Agreement; if filing
         of the Prospectus, or any supplement thereto, is required pursuant to
         Rule 424(b), the Prospectus, and any such supplement, shall be filed
         in the manner and within the time period required by Rule 424(b); and
         no stop order suspending the effectiveness of the Registration
<PAGE>   14
                                                                              14

         Statement shall have been issued and no proceedings for that purpose
         shall have been instituted or threatened.

                 (b)  On the date of this Agreement and on the Closing Date,
         the Company shall have furnished to the Purchaser the opinion of
         Freedman, Levy, Kroll & Simonds, counsel for the Company, dated as of
         the date of this Agreement and as of the Closing Date, respectively,
         to the effect that:

                          (i) each of the Company, Coeur Alaska, Inc., Coeur
                 Rochester, Inc., CDE Chilean Mining Corporation, Callahan
                 Mining Corporation, Coeur New Zealand, Inc. and Silver Valley
                 Resources Corporation (individually a "Material Subsidiary"
                 and collectively the "Material Subsidiaries") has been duly
                 incorporated or organized and is validly existing as a
                 corporation in good standing under the laws of the
                 jurisdiction in which it is chartered or organized, with full
                 corporate power and authority to own its properties and
                 conduct its business as described or incorporated in the
                 Prospectus, and is duly qualified to do business as a foreign
                 corporation in and is in good standing under the laws of each
                 jurisdiction listed on an exhibit to such opinion;

                          (ii) all the outstanding shares of capital stock of
                 each Material Subsidiary have been duly and validly authorized
                 and issued and are fully paid and nonassessable, and, except
                 as otherwise set forth or incorporated in the Prospectus, all
                 outstanding shares of capital stock of the Material
                 Subsidiaries other than directors' qualifying shares are owned
                 of record, and, to such counsel's knowledge, beneficially, by
                 the Company either directly or through wholly owned
                 subsidiaries free and clear of any perfected security interest
                 and, to the knowledge of such counsel, after due inquiry, any
                 other security interests, claims, liens or encumbrances;

                          (iii) the Company's authorized equity capitalization
                 is as set forth or incorporated in the Prospectus; the capital
                 stock of the Company conforms in all material respects to the
                 description thereof contained or incorporated in
<PAGE>   15
                                                                              15

                 the Prospectus; the outstanding shares of Common Stock have
                 been duly and validly authorized and issued and are fully paid
                 and nonassessable; the Standby Shares have been duly and
                 validly authorized and, when issued and delivered to and paid
                 for by the Purchaser pursuant to this Agreement, will be fully
                 paid and nonassessable; the shares of Common Stock issuable
                 upon the conversion of the Debentures have been duly and
                 validly authorized and, when issued and delivered upon
                 conversion of the Debentures, will be fully paid and
                 nonassessable; the shares of Common Stock issuable upon the
                 conversion of the Debentures and the Standby Shares have been
                 duly authorized for trading, subject to official notice of
                 issuance, on the New York Stock Exchange; the form of the
                 certificate for the Common Stock is in valid and sufficient
                 form; and the holders of outstanding shares of capital stock
                 of the Company are not entitled to preemptive or other rights
                 to subscribe for the Standby Shares or for the shares of
                 Common Stock issuable upon conversion of the Debentures;

                          (iv) to the best knowledge of such counsel, there is
                 no pending or threatened action, suit or proceeding before any
                 court or governmental agency, authority or body or any
                 arbitrator involving the Company or any of its subsidiaries of
                 a character required to be disclosed in the Registration
                 Statement which is not adequately disclosed or incorporated in
                 the Prospectus, and there is no franchise, contract or other
                 document of a character required to be described in the
                 Registration Statement or Prospectus, or to be filed as an
                 exhibit, which is not described or incorporated or filed as
                 required;

                          (v) the Registration Statement has become effective
                 under the Act; any required filing of the Prospectus, and any
                 supplements thereto, pursuant to Rule 424(b) has been made in
                 the manner and within the time period required by Rule 424(b);
                 to the best knowledge of such counsel, no stop order
                 suspending the effectiveness of the Registration Statement has
                 been issued, no proceedings for that purpose have been
<PAGE>   16
                                                                              16

                 instituted or threatened; and the Registration Statement and
                 the Prospectus (other than the financial statements and
                 related notes, the financial statement schedules and other
                 financial and statistical information contained or
                 incorporated by reference therein as to which such counsel
                 need express no opinion) comply as to form in all material
                 respects with the applicable requirements of the Act and the
                 Exchange Act and the respective rules thereunder;

                          (vi) this Agreement has been duly authorized,
                 executed and delivered by the Company;

                          (vii) no consent, approval, authorization or order of
                 any court or governmental agency or body is required for the
                 consummation by the Company of the transactions contemplated
                 herein, except such as have been obtained under the Act and
                 such as may be required under the blue sky laws of any
                 jurisdiction in connection with the purchase and distribution
                 of the Standby Shares by the Purchaser and such other
                 approvals (specified in such opinion) as have been obtained;

                          (viii) the Debentures have been duly and validly
                 called for redemption on December 15, 1995; neither the call
                 of the Debentures for redemption, the conversion or redemption
                 thereof, the issue and sale of the Standby Shares, nor the
                 consummation of any other of the transactions herein
                 contemplated nor the fulfillment of the terms hereof will
                 conflict with, result in a breach of, or constitute a default
                 under the charter or bylaws of the Company or the terms of any
                 indenture or other agreement or instrument known to such
                 counsel and to which the Company or any of the Material
                 Subsidiaries is a party or by which it is bound, or any
                 judgment, order or decree known to such counsel to be
                 applicable to the Company or any of the subsidiaries of the
                 Company of any court, regulatory body, administrative agency,
                 governmental body or arbitrator having jurisdiction over the
                 Company or any of the Material Subsidiaries;
<PAGE>   17
                                                                              17

                          (ix) neither the call of the Debentures for
                 redemption, the conversion or redemption thereof, the issue
                 and sale of the Standby Shares by the Company nor the
                 consummation of any of the transactions herein contemplated
                 nor the fulfillment of the terms hereof will conflict with,
                 result in a breach of, or constitute a default under any
                 United States statute;

                          (x) upon the Company taking the specific actions
                 enumerated in such counsel's opinion, notice of redemption of
                 the Debentures will have been duly and lawfully given, all the
                 outstanding Debentures will have been duly called for
                 redemption on the Redemption Date and the right to convert the
                 Debentures will expire on the Final Conversion Date; and

                          (xi) no holders of securities of the Company have
                 rights to the registration of such securities under the
                 Registration Statement which have not heretofore been waived
                 in writing.

         In addition, such counsel shall state that they have participated in
         conferences with directors, officers and other representatives of the
         Company, representatives of the independent public accountants for the
         Company, representatives of the Purchaser and counsel for the
         Purchaser, at which conferences the contents of the Registration
         Statement and the Prospectus and related matters were discussed, and,
         although such counsel have not independently verified and are not
         passing upon and assume no responsibility for the accuracy,
         completeness or fairness of the statements contained in the
         Registration Statement and the Prospectus (except to the extent
         specified elsewhere in such opinion or with reference to such
         counsel), no facts have come to such counsel's attention that lead
         such counsel to believe that, at the Effective Date, the Registration
         Statement included any untrue statement of a material fact or omitted
         to state any material fact necessary to make the statements therein,
         in the light of the circumstances under which they were made, not
         misleading or that the Prospectus includes any untrue statement of a
         material fact or omits to state any material fact necessary to make
         the statements therein, in light of the
<PAGE>   18
                                                                              18

         circumstances under which they were made, not misleading (it being
         understood that such counsel express no view with respect to the
         financial statements and related notes, the financial statement
         schedules or other financial, statistical and accounting information
         contained or incorporated by reference in the Registration Statement
         or Prospectus).

                 In rendering such opinion, such counsel may rely (A) as to
         matters involving the application of laws of any jurisdiction other
         than the State of Idaho or the United States, to the extent they deem
         proper and specified in such opinion, upon the opinion of other
         counsel of good standing whom they believe to be reliable and who are
         satisfactory to counsel for the Purchaser and (B) as to matters of
         fact, to the extent they deem proper, on certificates of responsible
         officers of the Company or its subsidiaries and public officials.
         References to the Prospectus in this paragraph (b) include any
         supplements thereto at the Closing Date.

                 (c)  On the date of this Agreement and on the Closing Date,
         the Purchaser shall have received from Cravath, Swaine & Moore,
         counsel for the Purchaser, such opinion or opinions, dated the date of
         this Agreement and the Closing Date, respectively, with respect to the
         issuance and sale of the Standby Shares, the Registration Statement,
         the Prospectus (together with any supplement thereto) and other
         related matters as the Purchaser may reasonably require, and the
         Company shall have furnished to such counsel such documents as they
         request for the purpose of enabling them to pass upon such matters.

                 (d)  On the date of this Agreement, and on each Effective Date
         occurring after the Execution Time and on the Closing Date, the
         Company shall have furnished to the Purchaser a certificate of the
         Company, signed by the Chairman of the Board and the principal
         financial or accounting officer of the Company, dated the date of
         delivery, to the effect that the signers of such certificate have
         carefully examined the Registration Statement, the Prospectus, any
         supplement to the Prospectus and this Agreement and that:
<PAGE>   19
                                                                              19

                          (i) the representations and warranties of the Company
                 in this Agreement are true and correct in all material
                 respects on and as of the date of such certificate as if made
                 on the date of such certificate and the Company has complied
                 with all the agreements and satisfied all the conditions on
                 its part to be performed or satisfied at or prior to the date
                 of such certificate;

                          (ii) no stop order suspending the effectiveness of
                 the Registration Statement has been issued and no proceedings
                 for that purpose have been instituted or, to the Company's
                 knowledge, have been threatened; and

                          (iii) since the date of the most recent financial
                 statements included in the Prospectus (exclusive of any
                 supplement thereto), there has been no material adverse change
                 in the condition (financial or other), earnings, business or
                 properties of the Company and its subsidiaries, whether or not
                 arising from transactions in the ordinary course of business,
                 except as set forth or contemplated in the Prospectus
                 (exclusive of any supplement thereto).

                 (e)  At the Execution Time, and on each Effective Date
         occurring after the Execution Time on which financial information is
         included or incorporated in the Registration Statement or the
         Prospectus and on the Closing Date, Ernst & Young shall have delivered
         to the Purchaser a letter or letters, dated as of the date of
         delivery, in form and substance satisfactory to the Purchaser,
         confirming that they are independent public accountants with respect
         to the Company within the meaning of the Act and the Exchange Act and
         the respective applicable published rules and regulations thereunder,
         and stating in effect that:

                          (i) in their opinion, the audited financial
                 statements of the Company for the year ended December 31, 1994
                 included or incorporated in the Registration Statement and the
                 Prospectus and reported on by them comply in form in all
                 material respects with the applicable accounting requirements
                 of the Act and the Exchange Act and the related published
                 rules and regulations;
<PAGE>   20
                                                                              20


                          (ii) on the basis of a reading of the latest
                 unaudited financial statements made available by the Company
                 and its subsidiaries; carrying out certain specified
                 procedures (but not an examination in accordance with
                 generally accepted auditing standards) which would not
                 necessarily reveal matters of significance with respect to the
                 comments set forth in such letter; a reading of the minutes of
                 the meetings of the stockholders and directors of the Company
                 and their Material Subsidiaries; and inquiries of certain
                 officials of the Company who have responsibility for financial
                 and accounting matters of the Company and its subsidiaries as
                 to transactions and events subsequent to December 31, 1994,
                 nothing came to their attention which caused them to believe
                 that:

                                  (1) the unaudited financial statements of the
                          Company included or incorporated in the Registration
                          Statement and the Prospectus do not comply in form in
                          all material respects with applicable accounting
                          requirements and with the published rules and
                          regulations of the Commission with respect to
                          financial statements included or incorporated in
                          quarterly reports on Form 10-Q under the Exchange
                          Act; and said unaudited financial statements are not
                          in conformity with generally accepted accounting
                          principles applied on a basis substantially
                          consistent with that of the audited financial
                          statements included or incorporated in the
                          Registration Statement and the Prospectus; or

                                  (2) with respect to the period subsequent to
                          September 30, 1995, there were any changes, at a
                          specified date not more than five business days prior
                          to the date of the letter, in the capital stock,
                          short-term debt or long-term debt of the Company or
                          decreases in the net current assets or shareholders'
                          equity of the Company as compared with the amounts
                          shown on the most recent consolidated balance sheet
                          included or incorporated in the Registration
                          Statement and the Prospectus, or for the period from
                          September 30, 1995, to such specified date
<PAGE>   21
                                                                              21

                          there were any decreases, as compared with the
                          corresponding period in the preceding year in
                          consolidated net sales, except in all instances for
                          changes or decreases set forth in such letter, in
                          which case the letter shall be accompanied by an
                          explanation by the Company as to the significance
                          thereof unless said explanation is not deemed
                          necessary by the Purchaser;

                          (iii) they have performed certain other specified
                 procedures as a result of which they determined that certain
                 information of an accounting, financial or statistical nature
                 (which is limited to accounting, financial or statistical
                 information derived from the general accounting records of the
                 Company and its subsidiaries) set forth in the Registration
                 Statement and the Prospectus, including the information for
                 the year ended December 31, 1994 included in Items 1, 2, 6, 7
                 and 11 of the Company's Annual Report on Form 10-K,
                 incorporated in the Registration Statement and the Prospectus,
                 and the information included in the "Management's Discussion
                 and Analysis of Financial Condition and Results of Operations"
                 included or incorporated in any of the Company's Quarterly
                 Reports on Form 10-Q or any Current Reports on Form 8-K
                 incorporated in the Registration Statement and the Prospectus,
                 agrees with the accounting records of the Company and its
                 subsidiaries, excluding any questions of legal interpretation;
                 and

                          (iv) on the basis of a reading of any unaudited pro
                 forma financial statements included or incorporated in the
                 Registration Statement and the Prospectus (the "pro forma
                 financial statements"), carrying out certain specified
                 procedures, inquiries of certain officials of the Company who
                 have responsibility for financial and accounting matters, and
                 proving the arithmetic accuracy of the application of the pro
                 forma adjustments to the historical amounts in the pro forma
                 financial statements, nothing came to their attention which
                 caused them to believe that the pro forma financial statements
                 do not comply in form in all material respects with the
<PAGE>   22
                                                                              22

                 applicable accounting requirements of Rule 11-02 of Regulation
                 S-X or that the pro forma adjustments have not been properly
                 applied to the historical amounts in the compilation of such
                 statements.

         References to the Prospectus in this paragraph (e) include any
         supplement thereto at the date of the letter.

                 (f)  Subsequent to the Execution Time or, if earlier, the
         dates as of which information is given in the Registration Statement
         (exclusive of any amendment thereof) and the Prospectus (exclusive of
         any supplement thereto), there shall not have been (i) any change or
         decrease specified in the letter or letters referred to in paragraph
         (e) of this Section 6 or (ii) any change, or any development involving
         a prospectus change, in or affecting the business or properties of the
         Company and its subsidiaries the effect of which, in any case referred
         to in clause (i) or (ii) above, is, in the judgment of the Purchaser,
         so material and adverse as to make it impractical or inadvisable to
         proceed with the offering or delivery of the Standby Shares as
         contemplated by the Registration Statement (exclusive of any amendment
         thereof) and the Prospectus (exclusive of any supplement thereto).

                 (g)  The Company shall have furnished to the Purchaser such
         further information, certificates and documents as the Purchaser may
         reasonably request.

                 If any of the conditions specified in this Section 6 shall not
have been fulfilled in all material respects when and as provided in this
Agreement, or if any of the opinions and certificates mentioned above or
elsewhere in this Agreement shall not be in all material respects reasonably
satisfactory in form and substance to the Purchaser and its counsel, this
Agreement and all obligations of the Purchaser hereunder may be cancelled at,
or at any time prior to, the Closing Date by the Purchaser.  Notice of such
cancellation shall be given to the Company in writing or by telephone or
telegraph confirmed in writing.
<PAGE>   23
                                                                              23

                 The documents required to be delivered by this Section 6 shall
be delivered to the offices of Cravath, Swaine & Moore, Worldwide Plaza, 825
Eighth Avenue, New York, NY 10019-7475, on the date of this Agreement or on the
Closing Date, as applicable.

                 7.  Reimbursement of Purchaser's Expenses.  If the sale of the
Standby Shares provided for herein is not consummated because any condition to
the obligations of the Purchaser set forth in Section 6 hereof is not
satisfied, because of any termination pursuant to Section 10 hereof or because
of any refusal, inability or failure on the part of the Company to perform any
agreement herein or comply with any provision hereof other than by reason of a
default by the Purchaser, the Company will reimburse the Purchaser upon demand
for all out-of-pocket expenses (including reasonable fees and disbursements of
counsel) that shall have been incurred by them in connection with the proposed
purchase and sale of the Standby Shares.

                 8.  Indemnification and Contribution.

                 (a)  The Company agrees to indemnify and hold harmless the
Purchaser and each person, if any, who controls the Purchaser within the
meaning of either Section 15 of the Act or Section 20 of the Exchange Act, from
and against any and all losses, claims, damages and liabilities (or actions in
respect thereof) (including, without limiting the foregoing, the reasonable
legal and other expenses incurred in connection with investigating or defending
or preparing to defend or appearing as a third party witness in connection with
any such loss, claim, damage, liability or action, as such expenses are
incurred) arising out of or based on any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement or the
Prospectus or any Preliminary Prospectus, or caused by any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, except insofar as such
losses, claims, damages, liabilities or expenses are caused by any such untrue
statement or omission or alleged untrue statement or omission based upon the
following information furnished to the Company by you in (i) the third
paragraph of text on the cover page of the Prospectus concerning the terms of
the standby arrangements with the Purchaser and (ii) the first three paragraphs
of text under the caption "Standby Arrangements" in the Prospectus (all of the
<PAGE>   24
                                                                              24

foregoing the "Purchaser's Information").  This indemnity agreement will be in
addition to any liability which the Company may otherwise have to the persons
referred to above in this Section 8(a).

                 (b)  The Purchaser agrees to indemnify and hold harmless the
Company, the directors of the Company, the officers of the Company who sign the
Registration Statement and each person, if any, who controls the Company within
the meaning of either Section 15 of the Act or Section 20 of the Exchange Act
from and against any and all losses, claims, damages and liabilities (or
actions in respect thereof) caused by any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement or the
Prospectus or any Preliminary Prospectus, or caused by any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, but only with
reference to the Purchaser's Information.  This indemnity agreement will be in
addition to any liability which the Purchaser may otherwise have to the persons
referred to above in this Section 8(b).

                 (c)  In case any action or proceeding (including any
governmental or regulatory investigation or proceeding) shall be instituted
involving any person in respect of which indemnity may be sought pursuant to
either of the two preceding paragraphs, such person (hereinafter called the
indemnified party) shall promptly notify the person against whom such indemnity
may be sought (hereinafter called the indemnifying party) in writing; however,
the omission to so notify the indemnifying party shall relieve the indemnifying
party from liability under the two preceding paragraphs only to the extent
prejudiced thereby.  The indemnifying party, upon request of the indemnified
party, shall assume the defense thereof, including the employment of counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others that the indemnifying party may designate and shall pay
the fees and disbursements of such counsel related to such proceeding.  In any
such action or proceeding any indemnified party shall have the right to retain
its own counsel, but the fees and expenses of such counsel shall be at the
expense of such indemnified party unless (i) the indemnifying party and the
indemnified party shall have mutually agreed to the retention of such counsel
or (ii) the named parties to any such proceeding (including any impleaded
parties) include
<PAGE>   25
                                                                              25

both the indemnifying party and the indemnified party and representation of
both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them.  It is understood that the
indemnifying party shall not, in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for (a) the reasonable fees and
expenses of more than one separate firm (in addition to any local counsel) for
the Purchaser and all persons, if any, who control the Purchaser within the
meaning of either Section 15 of the Act or Section 20 of the Exchange Act; and
(b) the reasonable fees and expenses of more than one separate firm (in
addition to any local counsel) for the Company, its directors, its officers who
sign the Registration Statement and each person, if any, who controls the
Company within the meaning of either such Section, and that all such fees and
expenses shall be reimbursed as they are incurred.  In the case of any such
separate firm for the Purchaser and such control persons of the Purchaser, such
firm shall be designated in writing by the Purchaser.

                 (d)  If the indemnification provided for in this Section 8 is
insufficient or unavailable to an indemnified party in respect of any losses,
claims, damages or liabilities (or actions in respect thereof) referred to
therein, then each indemnifying party, in lieu of indemnifying such indemnified
party, shall contribute to the amount paid or payable by such indemnified party
as a result of such losses, claims, damages, liabilities and expenses (i) in
such proportion as is appropriate to reflect the relative benefits received by
the Company on the one hand and the Purchaser on the other from the offering of
the Standby Shares or (ii) if the allocation provided by clause (i) above is
not permitted by applicable law or if the indemnified party shall have failed
to the prejudice of the indemnifying party to give the notice required by
Section 8(c), in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault
of the Company on the one hand and the Purchaser on the other in connection
with the statements or omissions which resulted in such losses, claims,
damages, liabilities or expenses, as well as any other relevant equitable
considerations.  The relative benefits received by the Company on the one hand
shall be deemed to be equal to the sum of the net amount paid by the Purchaser
to the Company on the Closing Date and the relevant benefits received by the
Purchaser on the other
<PAGE>   26
                                                                              26

hand shall be deemed to be equal to the total fees payable by the Company to
the Purchaser pursuant to Section 3 hereof.  The relative fault of the Company
on the one hand and the Purchaser on the other shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or by the Purchaser and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.

                 (e)  The Company and the Purchaser agree that it would not be
just and equitable if contribution pursuant to Section 8(d) were determined by
pro rata allocation or by any other method of allocation which does not take
account of the equitable considerations referred to in the immediately
preceding paragraph.  The amount paid or payable by an indemnified party as a
result of the losses, claims, damages or liabilities (or actions in respect
thereof) referred to in the immediately preceding paragraph shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of Section 8(d), in no event shall the Purchaser
be required to contribute any amount in excess of the amount by which the total
price at which the Standby Shares distributed to the public were offered to the
public exceeds the amount of any damages which the Purchaser has otherwise been
required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission.  No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.

                 9.  Soliciting Conversions.  The Purchaser may assist the
Company in soliciting conversion of the Debentures by the holders thereof but
shall not be entitled to compensation by the Company for any such assistance.

                 10.  Termination.  This Agreement shall be subject to
termination in the absolute discretion of the Purchaser, by notice given to the
Company at any time prior to the Closing Date, if prior to such time (i) there
has been, since the respective dates as of which information is given in the
Registration Statement and the Prospectus, any
<PAGE>   27
                                                                              27

material adverse change in the condition, financial or otherwise, earnings,
business or prospects of the Company and its subsidiaries considered as a
whole, whether or not arising in the ordinary course of business or (ii) a
banking moratorium shall have been declared either by Federal or New York State
authorities or (iii) there has occurred any outbreak or escalation of
hostilities or other calamity or crisis or material change in existing national
or international financial, political, economic or securities market
conditions, the effect of which is such as to make it, in the judgment of the
Purchaser, impracticable or inadvisable to market the Standby Shares in the
manner contemplated in the Prospectus or enforce contracts for the sale of the
Standby Shares or (iv) trading in the Common Stock of the Company has been
suspended by the Commission or the New York Stock Exchange, or trading
generally on either the American Stock Exchange or the New York Stock Exchange
has been suspended, or minimum or maximum prices for trading have been fixed,
or maximum ranges for prices for securities have been required, by either of
said exchanges or by order of the Commission or any other governmental
authority.

                 11.  Representations and Indemnities to Survive.  The
respective agreements, representations, warranties, indemnities and other
statements of the Company or its officers and of the Purchaser set forth in or
made pursuant to this Agreement will remain in full force and effect,
regardless of any investigation made by or on behalf of the Purchaser or the
Company or any of the officers, directors or controlling persons referred to in
Section 8 hereof, and will survive the conversion of any Debentures and the
delivery of and payment for any Standby Shares.  The provisions of Sections 7
and 8 hereof shall survive the termination or cancellation of this Agreement.

                 12.  Notices.  All communications hereunder will be in writing
and effective only on receipt, and, if sent to the Purchaser, will be mailed,
delivered or telegraphed and confirmed to it at 299 Park Avenue, 5th floor, New
York, NY 10171-0026, Attention:  Richard M. Messina, with a copy separately
delivered to Cravath, Swaine & Moore, 825 Eighth Avenue, New York, New York
10019, attention of:  David G. Ormsby, Esq.; or, if sent to the Company, will
be mailed, delivered or telegraphed and confirmed to it at 505 Front Avenue,
P.O. Box I, Coeur d'Alene, ID 83814, with a copy separately delivered to
Freedman, Levy, Kroll & Simonds,
<PAGE>   28
                                                                              28

1050 Connecticut Avenue, N.W., Suite 825, Washington, DC 20036-5366, Attention:
Walter Freedman, Esq.

                 13.  Successors.  This Agreement will inure to the benefit of
and be binding upon the parties hereto and their respective successors and the
officers and directors and controlling persons referred to in Section 8 hereof,
and no other person will have any right or obligation hereunder.

                 14.  Counterparts.  This Agreement may be executed in two or
more counterparts, each of which when taken together shall constitute but one
contract.

                 15.  Applicable Law.  This Agreement will be governed by and
construed in accordance with the laws of the State of New York.

                 If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
between the Company and the Purchaser.



                                               Very truly yours,
                                               
                                               COEUR D'ALENE MINES CORPORATION
                                               
                                               
                                               By:                         
                                                    ---------------------------
                                                    Name:  Dennis E. Wheeler
                                                    Title: Chairman
                                               

The foregoing Agreement is
hereby confirmed and accepted
as of the date first above
written.


UBS SECURITIES INC.


By:                                        
     --------------------------------------
     Name:  Brooks J. Klimley
     Title: Managing Director

<PAGE>   1
                 [FREEDMAN, LEVY, KROLL & SIMONDS LETTERHEAD]

                                                                       EXHIBIT 5



                              November 15, 1995


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

                      Re: Coeur d'Alene Mines Corporation
                          Registration Statement on Form S-3


Gentlemen:

     We are counsel to Coeur d'Alene Mines Corporation (the "Company") and have
represented the Company in connection with the Registration Statement on Form
S-3 filed with the Commission today (together with all exhibits thereto, the
"Registration Statement"). The Registration Statement relates to the
underwritten public offering of up to 4,864,179 shares of the Company's common
stock, par value of $1.00 per share (the "Shares"), issuable to UBS Securities
Inc. (the "Purchaser") pursuant to the terms of a Standby Agreement (the
"Standby Agreement") between the Company and the Purchaser as described in the
Prospectus forming a part of the Registration Statement. The Standby Agreement
is being entered into in connection with the Company's call for redemption on
December 15, 1995 (the "Redemption Date") of all of its outstanding 7%
Convertible Subordinated Debentures Due 2002, and provides that the Purchaser
will purchase from the Company all Shares which would have been delivered upon
conversion of those Debentures that are not surrendered for conversion on or
before December 14, 1995.

     This opinion is being delivered to the Commission as Exhibit 5 to the
Registration Statement.

     We have examined (1) the Articles of Incorporation, and all amendments
thereto, as certified by the Secretary of State of the State of Idaho, (2) the
By-Laws of the Company, as certified by the Secretary of the Company as being
those currently in effect, (3) the Registration Statement and (4) such other
corporate records, certificates, documents and other instruments as in our
opinion are necessary or appropriate in connection with expressing the opinions
set forth below.

     Based upon the foregoing, it is our opinion that:

     1.  The Company is a corporation duly organized and existing under the
         laws of the State of Idaho.

     2.  When the following events shall have occurred:

              (a)  the Registration Statement, as amended, shall have been 
                   ordered effective by the Commission in accordance with the
                   Securities Act of 1933, as amended, and

              (b)  the Shares shall have been paid for and issued in accordance
                   with the terms of the Standby Agreement and as provided in
                   the Registration Statement,

the Shares thus sold will be legally issued, fully paid and non-assessable.

     This firm hereby consents to the reference to it under the heading "Legal
Matters" appearing in the Prospectus which is a part of the Registration
Statement.

                                  Sincerely,

                                  Freedman, Levy, Kroll & Simonds



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