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As filed with the Securities and Exchange Commission on March 8, 1996
Registration No. 333-
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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)
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<S> <C>
Idaho 82-0109423
(State or other jurisdiction of incorporation (I.R.S. Employer Identification No.)
or organization)
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400 Coeur d'Alene Mines Building
505 Front Avenue
Coeur d'Alene, Idaho 83814
208-667-3511
(Address, including zip code and telephone number, including area
code, of registrant's principal executive offices)
DENNIS E. WHEELER
Chairman of the Board,
President and Chief Executive Officer
Coeur d'Alene Mines Corporation
400 Coeur d'Alene Mines Building
505 Front Avenue
Coeur d'Alene, Idaho 83814
208-667-3511
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Please send copies of communications to:
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Arthur H. Bill, 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
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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. /__/
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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. / X / 333-01305
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
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Proposed Proposed
Title of each maximum maximum
class of offering aggregate Amount of
securities to Amount to be price offering registration
be registered Registered per share(1) price(1) fee
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Mandatory Adjustable
Redeemable Convertible
Securities, $1.00 par
value per share
(MARCS)............... 735,294 $21.25 $15,624,997 (2) $5,387.93
Common Stock, $1.00 par
value per share....... (3) N/A N/A N/A
Series A Junior Preferred
Stock Purchase Rights. (3)(4) N/A N/A N/A
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(1) Includes 29,412 shares of Mandatory Adjustable Redeemable Convertible
Securities, par value $1.00 per share, (MARCS) subject to the
Underwriters' over-allotment option.
(2) Assumes exercise of the Underwriters' over-allotment option.
(3) An indeterminate number of shares of Common Stock, and related Series
A Junior Preferred Stock Purchase Rights (the "Rights"), issuable
upon, or in connection with, the conversion or redemption of the
shares of MARCS, including shares of Common Stock and related Rights
that may become issuable as a consequence of adjustments to the Common
Equivalent Rate and Optional Conversion Rate (the respective rates at
which a share of MARCS is mandatorily or voluntarily convertible into
shares of Common Stock).
(4) Rights will be issued for no additional consideration in a number
equal to the number of shares of Common Stock to be issued upon or in
connection with the conversion or redemption of the shares of MARCS
and, therefore, no additional registration fee is required. Prior to
the occurrence of certain events, the Rights will not be exercisable
or evidenced separately from the Common Stock.
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STATEMENT PURSUANT TO RULE 462(b)
THE CONTENTS OF THE REGISTRANT STATEMENT ON FORM S-3 (FILE NO.
333-01305) ARE INCORPORATED BY REFERENCE INTO, AND SHALL BE PART OF, THIS
REGISTRATION STATEMENT.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information in the Registration Statement on Form S-3
filed by Coeur d'Alene Mines Corporation with the Securities and Exchange
Commission (Registration No. 333-01305) pursuant to the Securities Act of 1933
is incorporated by reference into this Registration Statement.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
All exhibits filed with or incorporated by reference in Form S-3
Registration Statement No. 333-01305 are incorporated by reference into, and
shall be deemed part of, this Registration Statement, except the following
which are filed herewith or incorporated by reference herein:
23.1 - Consent of Ernst & Young LLP (filed herewith)
24.1 - Power of Attorney (incorporated herein by reference to the
power of attorney included on the signature page (page II-3) of
Form S-3 Registration Statement No. 333-01305)
II-1
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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 7th day
of March, 1996.
COEUR D'ALENE MINES CORPORATION
(Registrant)
By: DENNIS E. WHEELER
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Dennis E. Wheeler
(Chairman of the Board,
President and Chief
Executive Officer)
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 date indicated:
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Signature Title Date
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DENNIS E. WHEELER Chairman of the Board March 7, 1996
- ----------------------- of Directors, President,
Dennis E. Wheeler Chief Executive Officer
and Director (Principal
Executive Officer)
* Senior Vice President, March 7, 1996
- ----------------------- Chief Financial Officer,
James A. Sabala Treasurer and Director
(Principal Financial
and Accounting Officer)
* Director March 7, 1996
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Cecil D. Andrus
* Director March 7, 1996
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Joseph C. Bennett
* Director March 7, 1996
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James J. Curran
* Director March 7, 1996
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Jeffery T. Grade
* Director March 7, 1996
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Duane B. Hagadone
* Director March 7, 1996
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James A. McClure
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*By: DENNIS E. WHEELER
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Dennis E. Wheeler March 7, 1996
Attorney-in-fact
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(The power of attorney, dated February 28, 1996, was included in the
signature page (page II-3) contained in the Registration Statement on
Form S-3 (File No. 333-01305), as filed on February 29, 1996.)
II-2
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EXHIBIT INDEX
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Number Page
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23.1 - Consent of Ernst & Young LLP (filed herewith)
24.1 - Power of Attorney (incorporated herein by reference to
the power of attorney included on the signature page
(page II-3) of Form S-3 Registration Statement
No. 333-01305)
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Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-3 filed pursuant to Rule 462(b) related to the filing on Form S-3 (No.
333-01305) filed on February 28, 1996, and in the related prospectus of Coeur
d'Alene Mines Corporation for the registration of Mandatory Adjustable
Redeemable Convertible Securities of our report dated February 2, 1996 with
respect to the consolidated financial statements of Coeur d'Alene Mines
Corporation included in its Annual Report on Form 10-K for the year ended
December 31, 1995, filed with the Securities and Exchange Commission.
Ernst & Young LLP
Seattle, Washington
March 8, 1996
