SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 4, 1996
COEUR D'ALENE MINES CORPORATION
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(Exact name of registrant as specified in its charter)
Idaho 1-8641 82-0109423
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification
Number)
505 Front Avenue
Coeur d'Alene, Idaho 83814
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(Address of principal Executive Offices) (Zip Code)
(208) 667-3511
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Registrant's telephone number, including area code:
Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On September 4, 1996, Coeur d'Alene Mines Corporation ("Coeur" or the
"Company") purchased from Compania Minera El Bronce, a Chilean Corporation
("CMEB") the remaining 49% of the shares of Compania Minera CDE El Bronce, a
Chilean Corporation ("CDE El Bronce"), as a result of which the Company
increased its ownership interest of CDE El Bronce to 100%. Pursuant to the
Agreement For The Purchase and Sale Of Shares dated August 30, 1996, (the
"Agreement"), Coeur's purchase of the additional interest required the payment
of $10,500,000 cash, prepayment of the remainder of the exercise price of the
option described below in the approximate amount of $3,800,000, and net
smelter return royalty of 3% to be paid quarterly, commencing on January 1,
1997. Coeur used cash on hand to fund the cash payments required to effect the
acquisition, which was accounted for as a purchase. A copy of the Agreement is
filed as an exhibit hereto.
As previously reported by the Company, it entered into an agreement with
CMEB pursuant to which Coeur acquired operating control and 51% interest in
any operating profits and an option exercisable through July 1997 to also
purchase from CMEB a 51% equity interest in the producing El Bronce Mine. The
El Bronce Mine is an underground, gold-silver mine located on approximately
34,000 acres in the Andean foothills about 90 miles north of Santiago, Chile.
A copy of the Option Agreement, dated October 24, 1994, between CMEB and CDE
Chilean Mining Corporation, a subsidiary of the Company, was filed as Exhibit
10(qq) to the Company's Annual Report on Form 10-K for the year ended December
31, 1994. Pursuant to that agreement, the Company made option payments
totaling $27.5 million to CMEB and expended $5.2 million through August 1996
for exploration and mine development activities.
Since October 1994, when the Company assumed operating control of the El
Bronce Mine, the Company has effected mining and production improvements to
the mine which have resulted in an increase in the annual production level
from approximately 33,000 ounces to approximately 60,000 ounces per year. The
Company plans to maintain the 500 to 600 tons per day milling rate at the
mine, improve the mining method to increase ore reserves and to restructure
the work force. In addition, the Company is conducting exploratory activities
at three main exploration sites surrounding the mine and is currently
conducting a feasibility study which is analyzing the ability of the mine to
produce in excess of 60,000 ounces annually.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. The financial
statements of CDE El Bronce required to be filed for the periods
specified in Rule 3-05(b) of the Regulation S-X will be filed by an
amendment to the Form 8-K filed on or before November 18, 1996.
(i.e.. within 60 days after September 19, 1996.)
(b) PRO FORMA FINANCIAL INFORMATION. The pro forma financial information
relating to the transaction reported under Item 2 of this Form 8-K
that would be required pursuant to Item 11 of Regulation S-X will be
filed by an amendment to this Form 8-K filed on or before November
18, 1996 (i.e. within 60 days after September 19, 1996.)
(c) EXHIBITS. The following exhibits are filed herewith:
10(a) Agreement for the Purchase and Sale of Shares, dated
August 30, 1996, by Compania Minera El Bronce to CDE
Chilean Mining Corporation and Coeur d'Alene Mines
Corporation.
10(b) Amendment, dated August 30, 1996, to Purchase and Sale,
Cancellation and Receipt of Payment of Purchase Sale
Installments and Release of Mortgage, Chattel Mortgages
and Prohibitions between Compania Minera El Bronce and
Compania Minera CDE El Bronce.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
COEUR D'ALENE MINES CORPORATION
(Registrant)
Dated: November 1, 1996 By:/s/JAMES A. SABALA
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James A. Sabala
Senior Vice President and
Chief Financial Officer
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EXHIBIT 10(a)
AGREEMENT FOR THE PURCHASE SALE OF SHARES
COMPANIA MINERA EL BRONCE
TO
CDE CHILEAN MINING CORPORATION
AND
COEUR D'ALENE MINES CORPORATION
IN SANTIAGO, CHILE, on August 30, 1996, before me, MARIA GLORIA ACHARAN
TOLEDO, Chilean, lawyer, national identification card No. 5,575,365-2, Notary
Public of the Forty Second Notary of this Municipality, with office at No. 257
Teatinos St., there appear: MR. MAXIMILIANO CALLEJAS, Chilean, married, mining
execution engineer, national identification card No. 3,172,853; Mrs. EDDA
CALLEJAS MIRANDA, Chilean, unmarried, agronomist, national identification card
No. 4,317,082-1 and Mrs. VERONICA ROJAS CALLEJAS, Chilean, married mining
industrialist, national identification card No. 6,062,614-6, as directors and
on behalf, as will be evidenced, of COMPANIA MINERA EL BRONCE, mining
contractual company engaged in the business indicated in its name, Taxpayer
number 80,482,100-0, all domiciled in this city, at No. 240 Carmencita St.,
Las Condes, for the one part; and for the other ALFREDO CRUZAT OSSA, married,
geologist, identification card No. 4,184,190-7, on behalf, as will be
evidenced, of CDE CHILEAN MINING CORPORATION AGDNOIA CHILE, hereinafter "CDE",
Agency in Chile, foreign stock corporation and COEUR D'ALENE MINES
CORPORATION, hereinafter "COEUR", foreign stock corporation constituted under
the laws
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of the State of Idaho, United States of America, both of the mining,
industrial and commercial business, all domiciled for these purposes at No.
133 La Gloria St., Las Condes, Santiago, the appearing parties of legal age,
who evidenced their identity with the respective cards and state:
FIRST Compania Minera CDE El Bronce is a contractual mining company, organized
by public deed delivered on October 11, 1994 before the Notary of Santiago
Mrs. Maria Gloria Acharan Toleda, registered on folio 205 No. 59 of the
Register of Mining Property of 1994 and on folio 9, 119 folio No. 20 of the
Register of Mine Shareholders of 1994, both of the Custodian of Mines of
Santiago, The corporate interest of CDE El Bronce is divided into one hundred
share, divided into two series, A and B, of which 99 shares of the A series
belong to Compania Minera El Bronce, while the remaining share called Series B
or preferred share, belongs to CDE, as is evidenced by the registration
referred to on folio 9,119, No. 9 of the Shareholders' Register of the
Custodian of Mines of Santiago of the year 1994.
SECOND Compania Minera El Bronce sells, assigns and transfers to CDE, for who
Mr. Alfredo Cruzat Ossa buys and accepts, ninety eight ordinary shares called
Series A of Compania Minera CDE El Bronce. Also Compania Minera El Bronce
hereby sells, assigns and transfers to COEUR, for whom Mr. Alfredo Cruzat Ossa
buys and accept one ordinary share called Series A of Compania Minera CDE El
Bronce. As a consequence of this purchase sale, the corporate interest of
Compania Minera CDE El Bronce will be divided into one hundred shares of which
98 ordinary shares called Series A and one preferred share of Series B belong
to CDE, while the remaining share which is ordinary of the Series A belongs to
COEUR.
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THIRD The price of the purchase sale amounts to the sum of US $2,558,361,
currency of the United States of America, which is paid in this act, in
national currency, according to the equivalence of the exchange rate
corresponding to the observed dollar of the business day immediately preceding
that of actual payment, which is 411,91 pesos per dollar, so that the price
expressed in national currency that is paid at this time amounts to
1,053,814.480 pesos. This price is distributed as follows US $25,998.58 per
share, CDE paying a total of US $2,547,860.84 dollars of the United States of
America for the ninety eight ordinary shares of Series A, that it acquires
hereby, and COEUR paying US $10,500.12 dollars of the United States of America
for the remaining ordinary share of the Series A that it acquires in this same
act. The seller receives such sums in cash and to its full satisfaction.
FOURTH CDE and COEUR, as only shareholders and on behalf of Compania Minera
CDE El Bronce, binds themselves, since January 1, 1997, to pay to Compania
Minera El Bronce a royalty equivalent to three per cent of the "Net Smelter
Return", also called indistinctly "NRS" from the produce of the sale of gold
concentrate, methalic gold, minerals or any other product or subproduct or net
income arising from smelting, refining or sale of mineral product coming from
the mining concessions identified in the first clause of the purchase sale of
mining concessions and other assets entered into between Compania Minera El
Bronce and Compania Minera CDE El Bronce, by public deed of October 24, 1994
before the attesting Notary. This payment shall be made quarterly no later
that the 30 days following the expire of each calendar quarter, this being
calculated on the basis of the total production of the corresponding quarter.
If there are no final liquidations with respect of the total of production the
royalty should be
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calculated and paid on the basis of the amount indicated in the provisory
liquidations, being the balance due within ten business days following the
final liquidation. Net income will be understood to be that which results from
deducting from the gross income the following charges: smelting and refining
expenses, fines, assay costs, arbitration, freight and handling of mineral
products from the mine to the smelter, refining plant or other type of
establishment of the buyer of the products, including insurance customs costs
and taxes applied to such product. In the case the smelting and/or refining is
made in installations owned or controlled by Compania Minera CDE El Bronce,
CDE, COEUR or its assignees, the charges penalties, and costs of said
operations shall be the same as those that would have been incurred if said
operation where made in installations of third parties, doing similar
processes for comparable products, in accordance to usual market terms. For
these purposes the gross price of the gold minerals shall be the price of gold
according to the international pricing indicated in the Metals Week - and
indicates minerals that are not gold, the price indicated in Metals Week for
said minerals-which average for the corresponding quarter, multiplied by the
total number of ounces of fine gold - or amount of fine or other minerals, if
applicable - certify or acknowledge by the smelter refiner or other purchaser
reliable of these minerals during the corresponding quarter. Compania Minera
El Bronce shall have the right to request and review the NRS liquidations, and
shall have access to the documentation on production, sales and accounting
which is necessary to verify the calculation of the amount referred to in this
clause. If Compania Minera El Bronce does not agree with the calculations, or
if deems so necessary by whatever reasons, it may request at any time, and in
its own expense, if auditing by independent auditors,
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and any adjustment derived from the determination of said auditors shall be
included in the liquidation corresponding to the next payment period, without
prejudice to the right of the parties to request arbitration. If this value is
not paid in a timely manner, Compania Minera El Bronce will be entitled to
demand its payment before the arbitrator but will not give it the right to
demand the resolution of this purchase-sale of shares. In cases of delay, the
owed amount shall accrue the maximum interest applicable to non-indexated
operations, between the dates said amounts where due and the date of effective
payment. In the event Compania Minera CDE El Bronce transfer the mining
concession specified hereinabove, it shall transfer the obligation to pay this
royalty together to said concession, and the purchasers or assignees shall be
bound to Compania Minera El Bronce in the same terms and conditions
established before. In all cases, the obligation to pay the royalty shall be
non divisible. CDE and COEUR, or their successors or assignees in the
ownership of their shares in Compania Minera CDE El Bronce, may not adopt any
resolution, either it means or not the transfer of said concessions, which may
affect or prejudice the right of Compania Minera CDE El Bronce with respect
the royalty.
FIFTH Compania Minera El Bronce states that the share subject of this
agreement, that represent ninety nine per cent of the corporate interest of
Compania Minera CDE El Bronce, as well as the claims and mining rights,
superficial lands and water rights owned by Compania Minera CDE El Bronce, are
not liable to chattel mortgages, mortgages, prohibitions, lawsuits, or
embargoes, nor are there rights of third parties disposal. The seller will
respond for the clearance of title and redhibitory defects according to the
law.
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SIXTH The parties state that this purchase sale agreement on all the shares
owned by Compania Minera El Bronce in Compania Minera CDE El Bronce, covers
the shares included in the irrevocable option agreement entered into between
Compania Minera El Bronce an CDE, the latter as beneficiary of the option, by
public deed delivered before the attesting Notary on October 24, 1994.
Consequently, both parties agree to resolve or leave completely without
effect, by mutual agreement, such irrevocable option agreement, giving each
other full, total reciprocal and final release of the rights and obligations
of that agreement, both parties stating that they owe nothing to each other
nor do they have any claim to make or action to exercise in this connection.
SEVENTH Minutes of Shareholders Meeting of Compania Minera CDE El Bronce.
Attached to this public deed.
EIGHT Any difficulty, discrepancy or conflict that may arise between the
parties as a result of the application, interpretation, performance,
nonperformance, validity, efficacy, nullity or any other reason in relation to
this agreement, will be solved between the parties directly, within the
briefest time possible, and in the event this does not occur within thirty
days since the date on which either of the parties gives notice in writing to
the other of its intention to settle the difficulties that have arisen in a
friendly manner, the discrepancies will be subject to the cognizance and
resolution of an arbitrator ex aequo et bono, for which purpose the parties
hereby appoint Mr. Sergio Urrejola Monokeberg, against whose resolutions and
award there will be no appeal, including annulment and complaint, which the
parties waive in anticipation, and also waive all the casuals of implication
or recusation, present or future, whether or
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not the parties knew could be brought against the arbitrators. In the event
the arbitrator appointed cannot or does not with to perform the office, this
will be exercised by Mr. Pedro Doren Swett, with these same authorities,
qualities and making extensive in this respect the waiver of reasons of
implication or recusation and remedies against his resolutions. If the
arbitrators appointed cannot or do not wish to perform the office, the
arbitrator will be appointed by Ordinary Justice and will act as arbitrator at
law.
NINTH For all purposes derived from this agreement, the parties set up
conventional domicile in the city and commune of Santiago and extend
competence before their Tribunals.
TENTH All the expenses, taxes notarial dues and other charges that may arise
as a result of the delivery of this agreement, and all those that are required
for the registration hereof, will be for account of the buyer.
ELEVENTH The bearer of a certified coy of this public deed is authorized to
request and sign all the registrations, subregistratons and marginal
annotations that may be pertinent in the respective registers of the competent
Custodians.
Powers of Attorney are inserted
Signatures of appearing parties followed at the end of the public deed.
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EXHIBIT 10(b)
AMENDMENT TO PURCHASE AND SALE, CANCELLATION AND RECEIPT
OF PAYMENT OF PURCHASE SALE INSTALLMENTS
AND RELEASE OF MORTGAGE, CHATTEL MORTGAGES
AND PROHIBITIONS
COMPANIA MINERA EL BRONCE
IN SANTIAGO, CHILE, on August 30, 1996, before me, MARIA GLORIA ACHARAN
TOLEDO, Chilean, lawyer, national identification card No. 5,575,365-2, Notary
Public of the forty second Notary of this Municipality, with office at No.
259, Teatinos St., there appear Mr. HOMERO CALLEJAS MOLINA, Chilean, maried,
mining industrial, identification card No. 3,172,848-7, and Mr. MAXIMILIANO
CALLEJAS CALLEJAS, Chilean, married, mining industrial, identification card
No. 3,172,853-3, and Mr. PAULINO NOEMI CALLEJAS< Chilean, maried, commercil
engineer, identification card No. 3,173,026-0, all on behalf of COMPANIA
MINERA EL BRONCE, all domiciled at No. 240 Carmencita St. of this city, the
appearing parties of legal age; and Mr. HECTOR ARAYA MUNOZ, Chilean, married,
civil engineer, identification card No. 4,060,514-2, on behalf of COMPANIA
MINERA CDE EL BRONCE, both domiciled at No. 133, La Gloria of this city, the
appearing parties of legal age, who have evidenced their identity with the
aforementioned cards and state:
FIRST: By public deed delivered in this Notary on October 24, 1994, Compania
Minera El Bronce and Compania Minera CDE El Bronce entered into a Purchase
Sale Agreement for Mining claims, concessions, manifestations, petitions and
mining shares, and of property, installations, machinery,
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equipment and assets that form part of the Mine-Plant Complex El Bronce, of
Petorca. According to the fourth clause of such deed, Compania Minera CDE El
Bronce must pay to Compania Minera El Bronce the price stipulated in the
purchase sale agreement in five installments, indicated in letters a), b), c)
d) and e).
SECOND: Mr. Hector Araya Munoz, on behalf of Compania Minera CDE El Bronce,
and the representatives of Compania Minera El Bronce identified hereinabove in
this public deed, state that on this same date and before the same Notary they
have executed a purchase and sale contract by means of which Compania Minera
El Bronce has sold and transferred all its shares in Compania Minera CDE El
Bronce to CDE Chilean Mining Corporation and to Coeur d'Alene Mines
Corporation, and in such same instrument they have stated that they deem as
fulfilled the contract of irrevocable option to purchase shares executed
between Compania Minera El Bronce and CDE Chilean Mining Corporation by means
of public deed of October 24, 1994 before this same Notary Public. As a
consequence of the above, the parties agree to modify clause four of the
purchase and sale contract identified in clause first of this instrument,
amending the form of payment of the fifth installment of payment of price
established in paragraph 3) of said clause four as its payment was to be made
in the form established in the irrevocable option contract, which form the
parties agree to leave without effect, and, instead the parties hereby agree
that the payment of the fifth installment shall be made in this act, in cash.
Consequently, the parties agree to replace the entire text of said paragraph
3) of clause four by the following: "e)
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With the amount of US$6,991,639, which shall be paid no later than July 25,
1997"
THIRD: Compania Mineral El Bronce states that on this date it has received to
its full satisfaction from the attesting Notary, who in turn has received it
from Compania Minera CDE El Bronce, the full and actual payment of the fourth
and fifth installments of price indicated under letters d) and e) in the
fourth clause of the purchase-sale agreement identified in the preceding
clause, installment which amounts to the equivalent in national currency of
three million eight hundred and sixty six thousand seven hundred dollars of
the United States of America, and the equivalent in national currency of
US$6,991,639 through the delivery of a sight bank draft. This sum corresponds
to the equivalent in legal national currency of the aforementioned amount
according to the "observed dollar" exchange rate established by the Central
Bank of Chile in effect on the business day prior to the date of payment.
FOURTH: Compania Minera El Bronce, states that prior to this date it has
received, to his full satisfaction the first three installments of the price
of the purchase-sale identified in the first clause above, that it is to say,
the installments corresponding to letters a,b and c of the fourth clause of
the aforementioned purchase sale deed.
FIFTH: Compania Minera El Bronce, states that having received the payment of
the five installments of the price of the purchase sale identified in the
first clause hereof, the null price of such purchase sale is considered paid,
stating that nothing is owed to Compania Minera El Bronce
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and that the latter has no claim to make or action to take with respect to the
same purchase sale or any other reason.
SIXTH: Compania Minera El Bronce, having received the payment referred to in
this instrument, hereby releases the mortgage, chattel mortgages, without
conveyance and prohibitions set up to Compania Minera CDE El Bronce in favor
of Compania Minera El Bronce to guarantee to the latter of the payment of all
and each one of the installments of the balance of the price of the purchase
sale and of the rest of the obligations contracted in the purchase sale
agreement to which reference is made in the first clause hereof, mortgage
chattel mortgages without conveyance and prohibitions that were set up by
public deed delivered on October 24, 1994 before the attesting Notary and
where the assets given in this act. (Identification of released assets follows
in the Spanish version of this clause).
SEVENTH: The bearer of a certified copy of this deed is authorized to request
the publications and registrations, subregistrations and annotations in the
registers and publications that my be pertinent. In witness whereof and after
reading, the appearing parties sign. Copy is given. Attest.
COMPANIA MINERA EL BRONCE
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HOMERO CALLEJAS MOLINA
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MAXIMILIANO CALLEJAS CALLEJAS
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PAULINO NOEMI CALLEJAS
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COMPANIA MINERA CE EL BRONCE
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Hector Araya Munoz
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