<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
COEUR D'ALENE MINES CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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<PAGE> 2
COEUR D'ALENE MINES CORPORATION
400 COEUR D'ALENE MINES BUILDING
POST OFFICE BOX I
505 FRONT AVENUE
COEUR D'ALENE, IDAHO 83814
April 1, 1997
Dear Shareholder:
We are pleased to invite you to attend our Annual Meeting. This year it
will be held the morning of Tuesday, May 13, 1997, at 9:30 A.M., local time, at
The Coeur d'Alene Resort and Conference Center, Second Street and Front Avenue,
Coeur d'Alene, Idaho. The primary business of the meeting will be to elect
directors and ratify the selection of independent accountants.
A Notice of the Annual Meeting and the Proxy Statement follow. You will
also find enclosed a proxy card. We invite you to attend the meeting in person,
but if this is not feasible, we think it wise for you to be represented by
proxy. Therefore, if you cannot attend the meeting, we urge you to sign the
enclosed proxy card and mail it promptly in the return-addressed, permit-stamped
envelope which we have provided for your convenience.
Sincerely,
/s/ DENNIS E. WHEELER
Dennis E. Wheeler
Chairman of the Board,
President and Chief Executive
Officer
<PAGE> 3
COEUR D'ALENE MINES CORPORATION
400 COEUR D'ALENE MINES BUILDING
505 FRONT AVENUE
POST OFFICE BOX I
COEUR D'ALENE, IDAHO 83814
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Dear Shareholder:
Notice is hereby given that the Annual Meeting of Shareholders of Coeur
d'Alene Mines Corporation (the "Company"), an Idaho corporation, will be held at
The Coeur d'Alene Resort and Conference Center, Second Street and Front Avenue,
Coeur d'Alene, Idaho, on Tuesday, May 13, 1997, at 9:30 A.M., local time, for
the following purposes:
1. To elect a Board of Directors of the Company consisting of eight
persons to serve for the ensuing year or until their respective successors
are duly elected and qualified;
2. To ratify the selection of Ernst & Young as public accountants for
the Company for the current fiscal year; and
3. To transact such other business as properly may come before the
meeting.
Nominees for directors are set forth in the enclosed Proxy Statement.
Only shareholders of record at the close of business on March 25, 1997, the
record date fixed by the Board of Directors, are entitled to notice of, and to
vote at, the Annual Meeting.
By order of the Board of Directors,
/s/ WILLIAM F. BOYD
Coeur d'Alene, Idaho William F. Boyd
April 1, 1997 Secretary
YOUR VOTE IS IMPORTANT
Please date, sign and promptly return the enclosed proxy so that your
shares may be voted in accordance with your wishes.
Mail the proxy in the enclosed envelope, which requires no postage if
mailed in the United States.
The giving of the proxy does not affect your right to vote in person should
you attend the meeting.
<PAGE> 4
PROXY STATEMENT
GENERAL
This Proxy Statement is furnished in connection with the solicitation, by
the Board of Directors of Coeur d'Alene Mines Corporation (the "Company"), of
proxies of shareholders to be voted at the Annual Meeting of Shareholders to be
held on May 13, 1997, and any and all adjournments thereof.
Any shareholder executing a proxy retains the right to revoke it at any
time prior to its being exercised by giving notice to the Secretary of the
Company.
This Proxy Statement and the accompanying proxy are being mailed or given
on or about April 1, 1997, to shareholders of the Company.
VOTING SECURITIES
All shareholders of record as of the close of business on March 25, 1997,
are entitled to vote at the Annual Meeting or any adjournment thereof upon the
matters listed in the Notice of Annual Meeting. Each shareholder is entitled to
one vote for each share held of record on that date, except that shareholders
have cumulative voting rights in the election of directors. As of the close of
business on March 25, 1997, a total of 21,890,971 shares of common stock, $1 par
value per share (the "Common Stock"), and 7,077,833 shares of Mandatory
Adjustable Redeemable Convertible Securities, $1 par value per share (the
"MARCS"), were issued and outstanding.
Under cumulative voting for directors, the number of votes a shareholder
may cast is the number of shares held, multiplied by the number of directors
being elected. Those votes may be cast however desired. For example, if you own
100 shares and eight directors are being elected, you have 800 votes which you
may either cast for one candidate or distribute among the candidates, as you
desire.
Shares represented by a proxy will be voted according to the instructions,
if any, given in the proxy. Unless otherwise instructed, the person or persons
named in the proxy will vote (1) FOR the election of the eight nominees for
directors listed herein (or their substitutes in the event any of the nominees
is unavailable for election) or, in their discretion, they may vote cumulatively
for all or a lesser number of such nominees in order to elect the maximum number
of Management's nominees; (2) FOR the ratification of the selection of Ernst &
Young as the Company's independent public accountants; and (3) in their
discretion with respect to such other business as properly may come before the
meeting.
Votes cast by proxy or in person at the Annual Meeting will be tabulated by
the inspectors of election appointed by the Company for the meeting. The number
of shares represented at the meeting in person or by proxy will determine
whether or not a quorum is present. The inspectors of election will treat
abstentions as shares that are present and entitled to vote for purposes of
determining the presence of a quorum but as unvoted for purposes of determining
the approval of any matter submitted to the shareholders for a vote. If a broker
indicates on the proxy that it does not have discretionary authority as to
certain shares to vote on a particular matter, those shares will not be
considered as present and entitled to vote by the inspectors of election with
respect to that matter.
1
<PAGE> 5
The cost of soliciting proxies will be borne by the Company. Proxies may be
solicited by directors, officers or regular employees of the Company in person
or by telephone or telegram. The Company has retained Morrow & Company, Inc.,
New York, New York, to assist it in the solicitation of proxies. That firm's
charge to the Company will be $7,500 plus out-of-pocket expenses.
ELECTION OF DIRECTORS
Eight directors are to be elected at the Annual Meeting, each to serve for
one year or until his successor is elected and qualified. All of the nominees
currently are members of the Board. Proxies will be voted at the Annual Meeting,
unless authority is withheld, FOR the election of the eight persons named below,
or in the sole discretion of the persons named in the accompanying proxy, for a
lesser number of such nominees in order to elect the maximum number of
Management's nominees. The Company does not contemplate that any of the persons
named below will be unable, or will decline, to serve; however, if any such
nominee is unable or declines to serve, the persons named in the accompanying
proxy will vote for a substitute, or substitutes, in their discretion.
<TABLE>
<CAPTION>
DIRECTOR
NOMINEE AGE SINCE
- ----------------------------------------------------------------------------- --- --------
<S> <C> <C>
Dennis E. Wheeler............................................................ 54 1978
Chairman of the Board of the Company since May 1992; President since
December 1980; Chief Executive Officer since December 1986; Chief
Administrative Officer from December 1980 to December 1986; Secretary from
January 1980 to December 1980; Senior Vice President and General Counsel
from 1978 to 1980. Director of Sierra Pacific Resources (a public utility
holding company).
Joseph C. Bennett............................................................ 64 1981
Mining Consultant. Director of Equity Oil Company.
Duane B. Hagadone............................................................ 64 1987
Chairman of the Board of The Hagadone Corporation, a company engaged in the
newspaper and communications businesses, since 1966; Chairman of the Board
of Hagadone Hospitality Co., which is engaged in the hotel and restaurant
businesses, since 1983. Director of Washington Water Power Company.
James J. Curran.............................................................. 57 1989
Former Chairman of the Board and Chief Executive Officer, First Interstate
Bank, Northwest Region (Alaska, Idaho, Montana, Oregon and Washington) from
October 1991 to April 30, 1996; Chairman of the Board and Chief Executive
Officer, First Interstate Bank of Oregon, N.A. from February 1991 to
October 1991; Chairman, President and Chief Executive Officer of First
Interstate Bank of Denver, N.A., from April 1990 to January 1991; Chairman,
President and Chief Executive Officer of First Interstate Bank of Idaho,
N.A., from July 1984 to March 1990. Director of Fred Meyer, Inc. (regional
general merchandise retailer).
James A. Sabala.............................................................. 42 1989
Senior Vice President and Chief Financial Officer of the Company since June
1989; Vice President -- Finance from 1987 to June 1989; Treasurer since
1982; and Secretary from 1986 to March 1990. Certified Public Accountant.
</TABLE>
2
<PAGE> 6
<TABLE>
<CAPTION>
DIRECTOR
NOMINEE AGE SINCE
- ----------------------------------------------------------------------------- --- --------
<S> <C> <C>
James A. McClure............................................................. 72 1991
Attorney with the Boise, Idaho law firm of Givens, Pursley & Huntley;
Consultant with the Washington, D.C. consulting firm of McClure, Gerard &
Neuenschwander, Inc. (President 1990-1996); United States Senator from
Idaho from 1972 to 1990; former Chairman of the Senate Energy and Natural
Resources Committee. Director of Boise Cascade Corporation (natural
resources company) and The Williams Companies (petroleum and
telecommunications company).
Jeffery T. Grade............................................................. 54 1993
Chairman of the Board and Chief Executive Officer of Harnischfeger
Industries, Inc., which is engaged in the manufacture of mining and
material handling equipment and paper-making machinery and in computerized
information systems and engineering services, since 1993; previously served
as President and Chief Executive Officer of that corporation from 1992 to
1993 and President and Chief Operating Officer of that corporation from
1986 to 1992. Director of Harnischfeger Industries, Inc., Case Corporation
(a manufacturer of farming and construction equipment), and Measurex
Corporation (a manufacturer of central systems).
Cecil D. Andrus.............................................................. 65 1995
Governor of Idaho (1971-1977); Secretary of the Department of the Interior
(1977-1981); Governor of Idaho (1987-1995). Director of Albertson's Inc. (a
nation-wide grocery retail chain) and Key Corp. (commercial banking).
Chairman of the Andrus Center for Public Policy at Boise State University;
member "of counsel" of the Gallatin Group (a policy consulting firm).
</TABLE>
MANAGEMENT RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE ABOVE NOMINEES AS
DIRECTORS OF THE COMPANY.
The Board of Directors of the Company met eight times during 1996. The
Company has an Audit Committee, consisting of Messrs. Curran, Grade and McClure,
which met three times during 1996. The Board also has a Compensation Committee,
comprised solely of outside directors and consisting of Messrs. Andrus, Bennett,
Grade and Hagadone, which met three times during 1996. Each director attended
all of the meetings of the Board of Directors and committees on which he served
except Messrs. Andrus and Grade who were each absent from one meeting of the
Board of Directors. The Company also has an Executive Committee of its Board on
which Messrs. Bennett, Curran, Hagadone and Wheeler currently serve and which is
authorized to act in the place of the Board of Directors on limited matters
which require action between Board meetings. The Board of Directors does not
have a nominating committee.
3
<PAGE> 7
SHARE OWNERSHIP
The following table sets forth information, as of March 25, 1997,
concerning the beneficial ownership of the Company's Common Stock by
shareholders known by the Company to be the beneficial owner of more than 5% of
the Company's outstanding shares of Common Stock or MARCS, by each of the
nominees for election as directors, and by all directors/nominees and executive
officers of the Company as a group:
<TABLE>
<CAPTION>
COMMON STOCK MARCS
--------------------------------- ------------------------- PERCENT OF
SHARES SHARES TOTAL
BENEFICIALLY PERCENT OF BENEFICIALLY PERCENT OF VOTING
OWNED OUTSTANDING OWNED OUTSTANDING POWER
----------- ----------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Franklin Resources, Inc.(1)....... 1,944,248 8.9% 1,085,000 15.3% 6.7%
Federated Investors(2)............ 3,500 * 1,176,500 16.6 4.1
R.B. Haave Associates, Inc.(3).... 1,043,200 5.1 -- -- 3.6
Dennis E. Wheeler................. 132,585(4)(5)(6) .60 -- -- *
Joseph C. Bennett................. 4,103(4)(6) .02 -- -- *
James A. Sabala................... 38,008(4)(5)(6) .17 -- -- *
Duane B. Hagadone................. 11,125(6) .05 -- -- *
James J. Curran................... 8,157(4)(6) .04 -- -- *
James A. McClure.................. 1,453(4)(6) * -- -- *
Jeffrey T. Grade.................. 1,203(4)(6) * -- -- *
Cecil D. Andrus................... 1,206(6) * -- -- *
All officers and nominees
for director as a
group (16 persons).............. 284,796(5)(6) 1.3 -- -- *
</TABLE>
- ---------------
(*) Holding constitutes less than .0l% of the outstanding shares.
(1) Franklin Resources, Inc. is an investment advisory firm that serves as
investment advisor to several investment companies that own the
above-reported shares. Its address is 777 Mariners Island Blvd., P.O. Box
7777, San Mateo, CA 94403-7777. Of the above shares of Common Stock, 896,210
shares may be acquired upon the conversion of the MARCS and 1,048,038 shares
may be acquired upon the conversion of the Company's 6 3/8% Convertible
Subordinated Debentures Due 2004.
(2) Federated Investors is an investment advisory firm that serves as investment
advisor to several investment companies that own the above-reported shares.
Its address is 1001 Lebery Avenue, Pittsburgh, PA 15222-3779.
(3) R.B. Haave Associates, Inc. is an investment advisory firm that serves as
investment advisor to several investment companies that own the
above-reported shares. Its address is 36 Grove Street, New Canaan, CT 06840.
(4) Individual shares investment and voting powers over certain of his shares
with his wife. The other directors have sole investment and voting power
over their shares.
(5) Holding includes 4,178 shares held in the Coeur d'Alene Mines Corporation
Profit Sharing Retirement Trust of which the officer is a Trustee.
(6) Holding includes the following shares which may be acquired upon the
exercise of exercisable options outstanding under the Company's 1989
Long-Term Incentive Plan or its 1995 Non-Employee Directors'
4
<PAGE> 8
Stock Option Plan: Dennis E. Wheeler -- 83,388 shares; Joseph C.
Bennett -- 1,103 shares; James A. Sabala -- 24,882 shares; Duane B.
Hagadone -- 11,025 shares; James J. Curran -- 8,057 shares; James A.
McClure -- 1,103 shares; Jeffery T. Grade -- 1,103 shares; Cecil D.
Andrus -- 1,106 shares; and all officers and directors as a group -- 206,774
shares.
COMPENSATION AND RELATED MATTERS
HISTORY AND OBJECTIVES OF THE COMPANY'S EXECUTIVE COMPENSATION PROGRAM
The Company's Executive Compensation Program (the "Program") was approved
by the shareholders in 1989. Hewitt Associates, a leading, independent executive
compensation consulting firm has rendered advice since the original plan was
approved by the shareholders on the structure of an executive compensation
program which provides incentives to executive officers to meet short-term and
long-term objectives and attract, retain and motivate key executives that
significantly affect Company performance. During 1995, the Program was reviewed
by Towers Perrins, an independent executive compensation consulting firm, and
Hewitt Associates. As a result, the Compensation Committee revised the Program
to remain competitive with mining industry peer companies and to align even
further the financial incentives of management with the shareholders' interests,
the Program was revised. The Company believes the Program is structured to
motivate key executives to best serve the shareholders by conducting business in
a manner that enhances shareholder value.
COMPENSATION COMMITTEE
The Company has a Compensation Committee composed entirely of outside
directors. The Committee worked with the independent consultants and with the
Chief Executive Officer to assure that the Program met the objectives set forth
above, and is consistent with the plans of other companies in the mining
industry. In addition, the Compensation Committee meets annually to set
executive compensation for the year, review recommendations of the independent
consultant and recommend compensation to the Board of Directors. The selection
of officers receiving grants of stock options and awards of Common Stock under
the Program, and decisions concerning the timing, pricing and amount of such
grants and awards, are made by the Compensation Committee. The Board makes the
final decision regarding all other elements of executive compensation.
ELEMENTS OF THE PROGRAM
The Program consists of three basic elements: 1) base salary, 2) annual
incentive compensation, and 3) long-term incentive compensation. The Program is
performance based. For the year 1996, 75% of each executive's annual incentive
compensation was determined by the Company's overall performance relative to
predetermined goals established by the Board of Directors, and the remaining 25%
was determined by the executive's performance relative to his predetermined
goals. Previously, 50% was determined by each executive's performance relative
to his predetermined individual goals, and the remaining 50% was determined by
the Company's overall performance relative to predetermined financial goals
established by the Board of Directors. Goals of the Chief Executive Officer are
set by, and reviewed by, the Compensation Committee which makes recommendations
to the Board of Directors. Goals of other executives are set by the Chief
Executive Officer, reviewed by the Compensation Committee and approved by the
Board of Directors. Fifty
5
<PAGE> 9
percent of each executive's long-term incentive compensation is based upon the
Company's total return to shareholders compared to a mining industry peer group
and the remaining 50% consists of stock options which align the executive's
compensation with shareholder interests.
COMPENSATION PROGRAM SUMMARY
Under the Program, base salary and annual incentives are targeted at
approximately the 50th percentile of that reported for other companies in the
industry on a size-adjusted basis. The total compensation opportunity (including
long-term incentives) is targeted at the 75th percentile, based on stated
performance objectives. During 1996, the Company retained Hewitt Associates to
determine if the executive compensation was in fact established at the targeted
levels. The compensation of the Company's executive officers is also linked to
the Company's financial performance as well as the individual officer's
performance. As more fully discussed below under "Compensation Committee
Report," annual incentive compensation awards under the Annual Incentive Plan
(the "AIP") are based upon target award levels expressed as a percentage of base
salaries, established at the beginning of each year for participating executives
and vary depending upon the individual's level of responsibility and impact on
overall Company performance. The Program's Long-Term Incentive Plan (the "LTIP")
is based upon a four-year performance period. The long-term incentives include
options granted under the LTIP and performance shares (payable in shares of
Common Stock and cash after a four-year performance period) granted under the
Company's Long-Term Performance Share Plan (the "LTPSP"). The long-term
compensation opportunities associated with options that vest at a rate of 25% a
year and shares of Common Stock that are issued after a four-year period are
directly related to the market value of the Company's Common Stock. Long-term
incentive awards paid under the LTPSP reward long-term shareholder value
enhancement relative to industry competitors over a four-year performance
period. In 1996, 75% of the annual incentive payments under the AIP and all
long-term incentive awards under the LTIP and LTPSP directly related to Company
performance. Previously, 50% of the annual incentive payments under the AIP and
all long-term incentive awards under the LTIP and the LTPSP were directly
related to Company performance.
Since 1989, a total of 857,000 shares of Common Stock have been authorized
for possible issuance under the Program. As of March 25, 1997, a balance of
351,358 shares remained available to underlie awards that may be granted in the
future under the Program. Options for a total of 96,338 shares were granted to
all participants in the Program in 1996.
---------------------------------------------------
6
<PAGE> 10
In 1996, the total annual incentive awards paid to the Company's Chief
Executive Officer and the other four highest paid executive officers of the
Company declined from $587,637 in 1995 to $329,769 in 1996 and the total annual
compensation declined from $1,626,656 to $1,426,148.
The following Summary Compensation Table sets forth the annual salary,
annual bonus (including cash and stock) and long-term compensation (including
stock awards, options granted and long-term incentive cash payments) earned by
the Company's Chief Executive Officer and the other four highest paid executive
officers of the Company for services rendered during each of the last three
years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-----------------------------------
AWARDS
ANNUAL COMPENSATION ------------------------- PAYOUTS
------------------------------------------ SHARES -------
OTHER ANNUAL COMMON STOCK UNDERLYING LTIP ALL OTHER
NAME AND PRINCIPAL SALARY BONUS COMPENSATION AWARD(S) OPTIONS PAYOUTS COMPENSATION
POSITION YEAR ($) ($)(1)(2) ($) ($)(3) (#)(4) ($)(5) ($)(6)
- ------------------------ ---- -------- --------- ------------ ------------ ---------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Dennis E. Wheeler....... 1996 $378,710 $145,304 -- $-- 32,068 $64,391 $ 39,739
Chairman, President & 1995 356,824 244,969 -- -- 43,880 83,016 35,670
Chief Executive
Officer 1994 326,607 215,963 -- -- 15,600 54,141 32,786
Michael L. Clark........ 1996 229,359 58,163 -- -- 12,766 28,530 21,071
Senior
Vice-President -- 1995 226,024 106,425 -- -- 17,586 -- 21,063
Chief Operating
Officer 1994 214,773 103,860 -- -- 8,640 -- 15,999
Michael C. Tippett...... 1996 169,658 42,316 -- -- 9,288 15,454 12,749
Senior Vice
President --........ 1995 140,020 65,179 -- -- 16,718 22,641 10,062
Business Development & 1994 114,231 54,782 -- -- 3,744 13,584 9,472
Exploration
James A. Sabala......... 1996 166,488 46,778 -- -- 9,362 25,360 19,132
Senior Vice President
-- 1995 165,238 94,545 -- -- 11,069 33,086 18,087
Finance & Chief 1994 162,738 82,764 -- -- 6,336 21,578 13,644
Financial Officer
William F. Boyd......... 1996 152,163 37,209 -- -- 6,383 17,237 17,067
Vice President, 1995 150,913 76,519 -- -- 9,142 24,814 15,651
Secretary and
Corporate 1994 148,413 60,585 -- -- 4,320 10,041 10,278
Counsel
</TABLE>
- ---------------
(1) Annual incentive payments under the AIP are based upon target award levels
established by the Compensation Committee of the Company's Board of
Directors (the "Committee") at the beginning of each annual performance
period and vary depending upon each participant's responsibilities and base
salary. Awards under the AIP are paid after the annual performance period
and vary from 0% to 200% of the targets based on actual performance.
Commencing in 1996, 75% of the award value is based on overall Company
financial performance and 25% is based on the participant's individual
performance. Prior to 1996, 50% of the annual award was based on Company
performance and 50% was based on individual performance. Company financial
objectives underlying the measurement of Company performance include both
total asset growth and cash flow return on total assets. The amounts
reported above for 1994, 1995 and 1996 were paid in March of 1995, 1996 and
1997, respectively.
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<PAGE> 11
(2) Does not report perquisites amounting to less than the lesser of $50,000 or
10% of total salary and bonus. In 1995, 1996 and 1997, the AIP amount was
paid fully in cash. In 1994, one-half of the AIP award was paid in cash and
one-half was paid in shares of Common Stock which was valued at the market
value, based on the closing price of the shares on the New York Stock
Exchange on the date of grant.
(3) No shares of Common Stock were awarded under the LTPSP in 1996. Shares of
Common Stock awarded under the LTPSP are issued upon completion of a
four-year performance period after the date of grant. Prior to 1993, the
Program provided for annual awards of restricted stock that vested over a
four-year period. Commencing in 1993, awards are paid in shares of Common
Stock and cash in amounts that are not determinable until completion of a
four-year award cycle. The aggregate number and market value (based on the
$15.125 per share closing price of the shares on the New York Stock Exchange
on December 31, 1996) of the restricted shares of Common Stock granted
pursuant to the LTPSP prior to 1993 and held by the above executive officers
at December 31, 1996, were as follows: Dennis E. Wheeler -- 15,445 shares
($233,606), James A. Sabala -- 6,435 shares ($97,329), Michael L. Clark --
1,615 shares ($24,427), Michael L. Tippett -- 2,875 shares ($43,484) and
William F. Boyd -- 2,076 shares ($31,400). Dividends on restricted shares
are remitted to each executive as paid by the Company.
(4) Reports the number of shares underlying nonqualified options and incentive
stock options granted under the LTIP during each of the respective years.
(5) Reports cash payouts (not awards) under the LTIP. Payments are made under
the LTIP following the end of the four-year performance period after award.
The above reported payments relate to awards made in 1993 and are based on
the performance period ending December 31, 1996. See note 2 to the Long-Term
Incentive Plan Awards Table below for additional information regarding the
LTIP.
(6) Includes the Company's contributions to its Defined Contribution and 401K
Retirement Plan (the "Retirement Plan") and amounts credited to the
Company's Supplemental Retirement Plan (the "Supplemental Retirement Plan").
All full-time employees who have been employed for over one year and are at
least 21 years old participate in the Retirement Plan. The amount of the
Company's annual contribution is determined annually by the Board of
Directors and may not exceed 15% of the participants' aggregate
compensation; however, for the years 1994, 1995 and 1996 the contribution
was 5%. In addition, the Retirement Plan provides for an Employee Savings
Plan which allows each employee to contribute up to 6% of compensation,
subject to a maximum contribution of $9,000. The Company contributes an
amount equal to 50% of any such contributed amount. Accrued benefits under
the Retirement Plan begin vesting after one year of employment and are fully
vested after five years of employment. Retirement benefits under the
Retirement Plan are based on a participant's investment fund account upon
retirement, the participant's age and the form of benefit payment elected by
the participant. The Company maintains the Supplemental Retirement Plan for
its executive officers. Under the Supplemental Retirement Plan, an amount is
accrued that equals the portion of the contribution to the Company's
Retirement Plan that is restricted due to restrictions under ERISA. In 1996,
Messrs. Wheeler, Clark, Sabala and Boyd were each credited with a
contribution of $12,000 under the Retirement Plan and Mr. Tippett was
credited with a contribution of $7,500. In 1996, Messrs. Wheeler, Clark,
Sabala, Tippett and Boyd were credited with $27,739, $9,071, $7,132, $5,249
and $5,067, respectively, pursuant to the Supplemental Retirement Plan.
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<PAGE> 12
The following Option Grants Table sets forth, for each of the named
executive officers, information regarding individual grants of options granted
in March 1997 under the LTIP for services rendered in 1996, and their potential
realizable values. Information regarding individual option grants includes the
number of options granted, the percentage of total grants to employees
represented by each grant, the per-share exercise price and the expiration date.
The potential realizable value of the options are based on assumed annual 0%, 5%
and 10% rates of stock price appreciation over the term of the option. Also set
forth is the amount of the increases in the value of all of the Company's
outstanding shares of Common Stock that would be realized in the event of such
annual rates of stock price appreciation.
OPTION GRANTS TABLE
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM(4)
- ----------------------------------------------------------------------------------- ------------------------------------------
NUMBER OF % OF TOTAL
SHARES OPTIONS GRANTED
UNDERLYING TO EMPLOYEES
OPTIONS GRANTED IN FISCAL EXERCISE EXPIRATION
NAME (#)(1) YEAR(2) PRICE ($/SH)(3) DATE 0% 5% ($) 10% ($)
- ----------------- --------------- --------------- --------------- ---------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Dennis E.
Wheeler......... 32,068 33.29% 17.50 03/11/07 $ 0 353,069 894,377
Michael L.
Clark.......... 12,766 13.25% 17.50 03/11/07 0 140,554 356,044
James A.
Sabala......... 9,362 9.71% 17.50 03/11/07 0 103,076 261,106
Michael C.
Tippett........ 9,288 9.64% 17.50 03/11/07 0 102,261 259,042
William F.
Boyd........... 6,383 6.63% 17.50 03/11/07 0 70,274 178,022
All Shareholders
(5)............ 0 241,019,591 610,539,181
Named Executive
Officers' Gains
as a % of All
Shareholder
Gains.......... .32% .32%
</TABLE>
- ---------------
(1) The options include nonqualified and incentive stock options that become
exercisable cumulatively as to 25%, 50%, 75% and 100% after the first,
second, third and fourth anniversaries, respectively, after the date of
grant.
(2) Based on options for a total of 96,338 shares granted to all employees.
(3) The exercise price is equal to the fair market value on the date of grant of
the option.
(4) The potential realizable values shown in the columns are net of the option
exercise price. These amounts assume annual compounded rates of stock price
appreciation of 0%, 5%, and 10% from the date of grant to the option
expiration date, a term of ten years. These rates have been set by the U.S.
Securities and Exchange Commission and are not intended to forecast future
appreciation, if any, of the Company's Common Stock. Actual gains, if any,
on stock option exercises are dependent on several factors including the
future performance of the Company's Common Stock, overall stock market
conditions, and the optionee's continued employment through the vesting
period. The amounts reflected in this table may not actually be realized.
(5) Total dollar gains based on assumed annual rates of appreciation shown and
the 21,890,971 shares of Common Stock outstanding on March 25, 1997.
9
<PAGE> 13
The following Aggregate Option Exercises and Year-End Option Value Table
sets forth, for each of the named executive officers, information regarding the
number and value of unexercised options at December 31, 1996. No options were
exercised during 1996 by such persons.
AGGREGATE OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUE TABLE
<TABLE>
<CAPTION>
NUMBER OF SHARES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
SHARES ACQUIRED VALUE OPTIONS AT FY-END (#) OPTIONS AT FY-END ($)(1)
NAME ON EXERCISE (#) REALIZED ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- --------------------------- --------------- ------------ ------------------------- -------------------------
<S> <C> <C> <C> <C>
Dennis E. Wheeler.......... -- -- 67,961/58,561 $13,750/0
Michael L. Clark........... -- -- 11,136/25,610 0/0
James A. Sabala............ -- -- 19,320/17,986 0/0
Michael C. Tippett......... -- -- 14,881/18,979 0/0
William F. Boyd............ -- -- 10,467/13,451 0/0
</TABLE>
- ---------------
(1) Market value of underlying securities at exercise or year-end, minus the
exercise price.
The following Long-Term Incentive Plan Awards Table sets forth, for each of
the named executive officers, long-term incentive plan awards (not payouts) made
in March 1997 for services rendered in 1996 under the LTPSP. (Payouts for the
completed four-year performance periods ending in 1994, 1995 and 1996 are
reported above under the Long-Term Compensation Payouts column of the Summary
Compensation Table.)
LONG-TERM INCENTIVE PLAN AWARDS TABLE
<TABLE>
<CAPTION>
ESTIMATED FUTURE-PAYOUTS UNDER
PERFORMANCE OR NON-STOCK PRICE BASED PLANS(2)
NUMBER OF OTHER PERIOD ------------------------------
SHARES, UNITS OR UNTIL MATURATION THRESHOLD TARGET MAXIMUM
NAME OTHER RIGHTS(#)(1) OR PAYOUT (#) (#) (#)
- ------------------------ ------------------ ---------------- --------- ------ -------
<S> <C> <C> <C> <C> <C>
Dennis E. Wheeler....... 9,209 12/31/2000 4,605 9,209 13,814
Michael L. Clark........ 3,666 12/31/2000 1,833 3,666 5,499
James A. Sabala......... 2,688 12/31/2000 1,344 2,688 4,032
Michael C. Tippett...... 2,667 12/31/2000 1,334 2,667 4,001
William F. Boyd......... 1,833 12/31/2000 917 1,833 2,750
</TABLE>
- ---------------
(1) Performance share awards under the LTPSP are based upon target award levels
established by the Committee at the beginning of each four-year performance
period and vary depending upon the participant's responsibilities and base
salary. Awards under the LTPSP are paid after the end of a four-year
performance period and may vary from 0% to 150% of the targets based on
actual Company financial performance. Commencing with LTPSP awards made in
1993, 60% is paid in shares of Common Stock and 40% is paid in cash upon
completion of the four-year performance period.
(2) Company financial performance for LTPSP award determination purposes is
based on the Company's total shareholder return ("TSR") relative to a group
of other companies in the precious metals mining
10
<PAGE> 14
industry (the "Comparable Group"). TSR equals the market price of the
Company's Common Stock at the end of the four-year period plus dividends
paid during the period, divided by the market price of the Common Stock at
the beginning of the period. Actual award levels are based on the relative
performance of the Company's TSR relative to the TSRs of the Comparable
Group companies. The threshold performance level (i.e., the minimum amount
payable) is reached if the Company's TSR is at the 30th percentile, in which
case the percent of the target award is 50%. The target performance level is
reached if the Company's TSR is at the 50th percentile, in which case the
percent of the target award is 100%. The maximum performance level is
achieved if the Company's TSR is at or above the 75th percentile, in which
case the percent of the target award is 150%.
COMPENSATION COMMITTEE REPORT
The following description of the Company's executive compensation practices
and policies is presented on behalf of the Compensation Committee of outside
members of the Company's Board of Directors (the "Committee"). The present
members of the Committee are Cecil D. Andrus, Joseph C. Bennett, Jeffery T.
Grade and Duane B. Hagadone. The fundamental philosophy of the Company's
Executive Compensation Program is to offer competitive compensation
opportunities based on the Company's performance and to a lesser extent
individual performance. The Company and the Committee at least annually receive
the services of Hewitt Associates, a leading, independent executive compensation
consulting firm in connection with the implementation of the Company's Executive
Compensation Program. In addition, the Committee also receives information from
other mining company compensation studies. Compensation of the Company's
executive officers is reviewed annually by the Committee and is directly linked
to the Company's financial performance comparisons with other companies in the
industry and shareholder interests. Total compensation opportunities are
competitive with those offered by other employers in the precious metals mining
industry on a size-adjusted basis. Annual base salaries are targeted at
approximately the 50th percentile of such companies on a size-adjusted basis.
Annual incentive compensation awards under AIP declined significantly in
1996 from 1995 award levels. Such awards are based on target award levels,
expressed as a percentage of base salaries, established at the beginning of each
annual performance period for participating executives and vary (from 50% for
the Company's Chairman/President/CEO to lower amounts for other executives)
depending upon the individual's level of responsibility and impact on overall
Company performance. Specific individual and group objectives, reflecting the
executive's responsibilities, are developed for each participating executive
prior to the beginning of the year. Objectives for participants other than the
Chairman/President/CEO are established for each participant by the CEO, and
reviewed by the Compensation Committee. Individual objectives for the
Chairman/President/CEO are established by the Committee and for 1996 included
objectives relating to the operation, management and growth of the Company.
Accordingly, the Compensation Committee reviews the executive's performance
relative to the predetermined goals and reports to the Board of Directors.
Actual awards paid after the end of each annual performance period vary from the
target awards based on the actual versus targeted performance objectives.
Beginning with 1996, amendments to the program became effective as a result of
which 75% of the target award value is based on financial performance of the
Company measured by cash flow return as total assets and asset growth and 25%
was based on the individual performance of the participant. Awards vary from
zero percent to 200 percent of the target awards. In 1996, the total annual
11
<PAGE> 15
incentive awards paid to the Company's Chief Executive Officer and the other
four highest paid executive officers declined from $587,637 in 1995 to $329,769
in 1996.
Long-term incentive awards under the Plan consist of stock options granted
under the LTIP and performance shares awarded under the LTPSP. Of each long-term
incentive awarded, 50% is allocated to stock options granted under the LTIP and
50% is allocated to performance shares awarded under the LTPSP.
Awards of stock options are based on established percentages of base salary
and vest cumulatively at a rate of 25% per year. The options expire ten years
after the date of grant. Option exercise prices are equal to the fair market
value of the Common Stock on the date of grant. As of March 25, 1997,
nonqualified stock options and incentive stock options to purchase a total of
399,778 shares of Common Stock at an average exercise price of $16.71 per share
were outstanding.
Performance shares awarded under the LTPSP are designed to award key
executives for overall Company performance over a four-year time period and to
align the interests of such executives with those of shareholders by rewarding
increases in shareholder value. Before each four-year performance period begins,
target awards, expressed as a percentage of base salaries, are established for
each executive, with a target award level (varying from 60% for the Company's
Chairman/President/CEO to lower amounts for other executives) for each
participant depending upon the individual's level of responsibility and impact
on overall total return to shareholders. Actual awards paid at the end of the
four-year performance period vary from the initial award target based on the
actual total shareholder return ("TSR") of the Company relative to the TSRs of a
group of other companies in the precious metals mining industry (the "Comparable
Group"). The companies in the Comparable Group are AMAX Gold, Inc., ASARCO,
Inc., Barrick Gold Corp., Battle Mountain Gold Co., Echo Bay Mines, Ltd.,
Meridian Gold, Inc., Hecla Mining Co., Homestake Mining Co., Newmont Gold
Company, Pegasus Gold, Inc. and Placer Dome, Inc. TSR is the price of the Common
Stock at the end of the year plus dividends during the year, divided by the
market value of the Common Stock at the beginning of the year. Actual award
payments may vary from zero percent to 150% of the target awards. Final awards
under the LTPSP, which are not determinable until completion of the four-year
performance period, are paid 60% in shares of Common Stock and 40% in cash.
In September 1995, following a review by Hewitt Associates of the annual
base salaries paid by companies in the Comparable Group of other precious metals
mining companies, the Committee recommended and the Board of Directors approved
an increase in the annual salary of Dennis E. Wheeler, the Company's
Chairman/President/CEO, in order for his salary to be approximately equal to the
50th percentile of the salaries paid to persons occupying comparable positions
in the Comparable Group companies on a size-adjusted basis. Mr. Wheeler's salary
was not increased in 1996 and has not been increased to date in 1997.
Payments made in March 1997 under the AIP based on 1996 performance
significantly declined from payments based on 1995 performance. As stated above,
75% of an AIP award is based on the prior year's growth of the Company's total
assets and cash flow return on investment and 25% is based on individual
performance measured against predetermined individual or group objectives. With
respect to the individual performance portion of the March 1997 AIP award to the
Company's Chairman/President/CEO, the award was based on 1996 performance and
reflected the following Company performance accomplishments in 1996: (i) the
increase in the Company's total revenues from $98.7 million in 1995 to $105.9
million in 1996; (ii) the increase in the Company's total gold and silver
production from approximately 168,000 and 7.2 million ounces,
12
<PAGE> 16
respectively, in 1995 to record levels of approximately 214 and 9.5 million
ounces, respectively, in 1996; (iii) the underwritten public sale in March 1996
of $150 million of MARCS, which contributed to the Company's ability to have
approximately $168 million of cash and equivalents at the end of 1996 available
for use in connection with the Company's growth; (iv) the Company's acquisition
in September 1996 of the remaining 49% interest in the El Bronce Mine in Chile;
(v) the Company's acquisition in May 1996 of approximately 35% of the
outstanding capital stock of Gasgoyne Gold Mines NL, an Australian gold mining
company that has a 50% interest in the operating Yilgarn Star Mine in Western
Australia; and (vi) although the Company was required in 1996 to recognize a $53
write-down of its investment in the Golden Cross Mine in New Zealand as a result
of deep-seated land movement under the mine's tailings dam, the Company's
remedial measures, and acquisition of governmental approval to raise the crest
of the tailings dam, enabled the Company to continue mining operations there
through at least the end of 1997.
Compensation Committee of the Board of Directors
Joseph C. Bennett, Chairman
Cecil D. Andrus
Jeffery T. Grade
Duane B. Hagadone
13
<PAGE> 17
SUPPLEMENTAL RETIREMENT DEFERRED COMPENSATION PLAN
Pursuant to the Company's Supplemental Retirement Deferred Compensation
Plan, officers may defer up to 50% of their salary as well as 100% of the cash
portion of awards under the AIP and LTPSP. Amounts deferred accrue interest at a
prime lending rate not to exceed 10% and payout may be effected by a lump sum or
an annuity.
DIRECTORS' FEES
Pursuant to the Coeur d'Alene Mines Corporation Non-Employee Directors'
Stock Option Plan, outside directors of the Company must receive at least $5,000
of their director fees in the form of stock options in lieu of $5,000 of cash
compensation and are able to elect to receive stock options in lieu of cash fees
for up to the $45,000 balance of their annual director fees. The Company is one
of very few, if any, companies in the mining industry that require its directors
to receive a portion of their directors' fees in stock options in lieu of cash
compensation. Information relating to options granted to outside directors on
January 3, 1996, was set forth in last year's proxy statement relating to the
1996 Annual Meeting of Shareholders. The following table sets forth information
regarding options that were granted under the Plan to non-employee directors on
January 2, 1997:
<TABLE>
<CAPTION>
AMOUNT OF FOREGONE NUMBER OF SHARES OPTION EXERCISE
NAME OF OUTSIDE DIRECTOR DIRECTOR'S FEES SUBJECT TO OPTION(1) PRICE PER SHARE(2)
- --------------------------------------- ------------------ --------------------- ------------------
<S> <C> <C> <C>
Cecil D. Andrus........................ $ 5,000 692 $15.1875
Joseph C. Bennett...................... 5,000 692 15.1875
James J. Curran........................ 50,000 6,916 15.1875
Jeffrey T. Grade....................... 5,000 692 15.1875
Duane B. Hagadone...................... 50,000 6,916 15.1875
James A. McClure....................... 5,000 692 15.1875
-------- ------
Total............................. $120,000 27,352
======== ======
</TABLE>
- ---------------
(1) The number of shares is determined by dividing each outside director's
foregone directors' fees by the per-share value of an option using the
Black-Scholes option valuation method.
(2) The option exercise price is equal to the average of the high and low prices
of the Common Stock reported by the New York Stock Exchange on January 2,
1997, which was the date of grant.
Committee members receive no compensation for their services.
DIRECTORS' RETIREMENT PLAN
Pursuant to the Directors' Retirement Plan of the Company, outside
directors who have a minimum of five years of service are entitled to one year
of retirement benefit for each year of service up to a maximum of ten years of
retirement benefits. Each year's retirement benefit is equal to 40% of the
outside director's annual compensation as a director of the Company at the time
of retirement.
14
<PAGE> 18
CHANGE IN CONTROL PROVISIONS
In the event of a change in control of the Company, as defined below (a
"Change in Control"), all awards under the Program fully vest as follows: (i)
all unvested stock options become fully exercisable; (ii) any unvested shares of
restricted stock become fully vested so that the restrictions on the sale of
such stock lapse on the Change in Control date; and (iii) cash or Common Stock
payments of performance awards made under the Program must be fully paid within
30 days following the date of the Change in Control. A Change in Control of the
Company for purposes of the Program is deemed to occur in the event of (i) an
organization, group or person acquires beneficial ownership of securities of the
Company representing 35% or more of the combined voting power of the Company's
then outstanding securities; (ii) a majority of the members of the Company's
Board of Directors during any two-year period is replaced by directors who are
not nominated and approved by the Board; (iii) a majority of the Board members
is represented by, appointed by or affiliated with any organization, group or
person whom the Board has determined is seeking to affect a Change in Control of
the Company; or (iv) the Company is combined with or acquired by another company
and the Board determines, either before or after such event, that a Change in
Control will or has occurred.
EMPLOYMENT AGREEMENTS
The Company has an employment agreement with Dennis E. Wheeler, Chairman of
the Board, President and Chief Executive Officer, which provides for a
three-year term of employment through June 1, 1999, and which is automatically
extended for one year on June 1 of each year unless terminated or modified by
the Company by written notice. Mr. Wheeler's employment agreement includes the
same Change in Control provisions as those included in the Executive Severance
Agreements described below, and in the event of his death, his employment
agreement provides for the lump sum payment to his estate of an amount equal to
his annual base salary at the time of such death.
On June 28, 1994, the Company extended through December 31, 1996, and
continuing from year-to-year thereafter unless terminated by the Company by
written notice, the Executive Severance Agreements with nine executive officers
and one key managerial employee of the Company ("Executives") pursuant to which
certain benefits will be payable to the Executives in the event of a Change in
Control of the Company and the termination of the Executive's employment within
two years after such Change in Control for any reason other than for cause,
disability, death, normal retirement or early retirement. (The term "Change in
Control" for purposes of the Executive Severance Agreements has the same meaning
as that discussed above under "Change in Control Provisions.")
The benefits payable to an Executive in the event of a Change in Control
and such termination of employment are (i) the continued payment of the
Executive's full base salary at the rate in effect immediately prior to his or
her termination of employment, as well as the short-term and long-term bonuses
at 100% of the target levels provided under the AIP and LTPSP for the two years
following such termination of employment; (ii) the continued payment by the
Company during that period of all medical, dental and long-term disability
benefits under programs in which the Executive was entitled to participate
immediately prior to termination of employment; (iii) acceleration of the
exercisability and vesting of all outstanding stock options, restricted stock,
performance plan awards and performance shares granted by the Company to the
Executive under the Program; and (iv) the granting to the Executive of continued
credit through the two-year period following termination of employment for
purposes of determining the Executive's retirement benefits under the
15
<PAGE> 19
Company's Retirement Plan. Each Executive Severance Agreement provides that if
the severance payments provided thereunder would constitute a "parachute
payment," as defined in Section 280G of the Internal Revenue Code, the payment
will be reduced to the largest amount that would result in no portion being
subject to the excise tax imposed by, or the disallowance of a deduction under,
certain provisions of the Code. Accordingly, the present value of such payment
will generally be required to be less than three times the Executive's average
annual taxable compensation during the five-year period preceding the Change in
Control.
PROPOSAL NO. 2
INDEPENDENT ACCOUNTANTS
The Company's Board of Directors has appointed Ernst & Young to serve as
the Company's independent public accountants for the current fiscal year. Ernst
& Young has served since 1981 in that capacity. A resolution will be presented
at the Annual Meeting to ratify the appointment by the Company's Board of
Directors of Ernst & Young to serve as the Company's independent public
accountants for the current fiscal year. A majority vote is required for
ratification. A representative of Ernst & Young will be present at the Annual
Meeting to answer any questions concerning the Company's financial statements
and to make a statement if he desires to do so.
16
<PAGE> 20
STOCK PERFORMANCE CHART
The following chart compares the Company's cumulative total shareholder
return with the S&P 500 Index, which is a performance indicator of the overall
stock market, and a Company-determined peer group.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG COEUR D'ALENE MINES CORPORATION, S&P 500 INDEX
& PEER GROUP INDEX**
[GRAPH]
<TABLE>
<CAPTION>
COEUR D
ALENE MINES
MEASUREMENT PERIOD CORPORATION S&P 500 PEER GROUP
(FISCAL YEAR COVERED) COMMON STOCK INDEX INDEX**
<S> <C> <C> <C>
DEC. 1991 100 100 100
DEC. 1992 82.42 107.61 92.39
DEC. 1993 153.87 118.41 159.49
DEC. 1994 117.97 120.01 131.86
DEC. 1995 124.43 164.95 147.54
DEC. 1996*** 110.79 202.73 141.85
</TABLE>
Assumes $100 invested on January 1, 1991, in the Company's Common Stock, S&P 500
Index and a peer group index.
- ---------------
* Total return assumes reinvestment of dividends.
** The issuers of common stock included in the peer group index are Amax Gold,
Inc., ASARCO Incorporated, Barrick Gold Corp., Battle Mountain Gold Co.,
Echo Bay Mines, Ltd., Meridian Gold, Inc., Hecla Mining Company, Homestake
Mining Company, Newmont Gold Company, Pegasus Gold, Inc. and Placer Dome,
Inc.
*** Fiscal year ending December 31.
17
<PAGE> 21
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's officers and directors, and persons who own more than 10% of a
registered class of the Company's equity securities, to file reports of
securities ownership and changes in such ownership with the Securities and
Exchange Commission. Initial Statements of Beneficial Ownership of Securities on
Form 3 are required to be filed within ten days after the date on which the
person became a reporting person. Statements of Changes of Beneficial Ownership
of Securities on Form 4 are required to be filed by the tenth day of the month
following the month during which the change in beneficial ownership of
securities occurred. The Company believes that all reports of securities
ownership and changes in such ownership required to be filed during 1996 were
timely filed except that the Form 3 of Robert Martinez reporting his appointment
on September 10, 1996, as Vice President-Engineering and Operational Services of
the Company, which should have been filed on September 20, 1996, was filed on
September 24, 1996.
1998 SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the 1998 Annual
Meeting must be received by the Secretary of the Company, 400 Coeur d'Alene
Mines Building, Post Office Box I, Coeur d'Alene, Idaho 83814 no later than
December 2, 1997, in order for them to be considered for inclusion in the 1998
Proxy Statement.
OTHER MATTERS
Management is not aware of any other matters to be considered at the
meeting. If any other matters properly come before the meeting, the persons
named in the enclosed Proxy will vote said Proxy in accordance with their
discretion.
This Proxy Statement is accompanied by the 1996 Annual Report of the
Company which includes financial statements for the year ended December 31,
1996. The Annual Report is not to be regarded as part of the proxy solicitation
materials.
By order of the Board of Directors,
COEUR D'ALENE MINES CORPORATION
/s/ WILLIAM F. BOYD
William F. Boyd
Secretary
Coeur d'Alene, Idaho
April 1, 1997
18
<PAGE> 22
COEUR D'ALENE MINES CORPORATION
400 COEUR D'ALENE MINES BUILDING, 505 FRONT AVENUE, P.O. BOX 1
COEUR D'ALENE, IDAHO 83814
COMMON STOCK PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING OF SHAREHOLDERS ON MAY 13, 1997, 9:30 A.M., LOCAL TIME
The undersigned appoints Dennis E. Wheeler or, in his absence, William F. Boyd,
proxy of the undersigned, with full power of substitution, to vote all shares of
Coeur d'Alene Mines Corporation common stock the undersigned is entitled to vote
at the Annual Meeting of Shareholders to be held May 13, 1997, or at any
adjournment thereof, with all powers the undersigned would have if personally
present.
(Continued on reverse side)
<PAGE> 23
<TABLE>
<CAPTION>
THE SHARES WILL BE VOTED AS DIRECTED, AND WITH RESPECT TO OTHER MATTERS OF [X] Please mark
BUSINESS PROPERLY BEFORE THE MEETING AS THE PROXIES SHALL DECIDE. IF NO your votes like
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FORPROPOSALS 1 AND 2. this in blue or
black ink
THE BOARD OF DIRECTORS RECOMMENDS VOTING FOR THE FOLLOWING PROPOSALS:
<S> <C> <C> <C>
FOR all eight WITHHOLD FOR AGAINST ABSTAIN
1. TO ELECT DIRECTORS nominees (except AUTHORITY 2. TO RATIFY THE SELECTION [ ] [ ] [ ]
C.D. ANDRUS, J.C. BENNETT, as marked to the to vote for all OF ERNST & YOUNG AS THE
J.J. CURRAN, J.T. GRADE, contrary below) Nominees listed at left. COMPANY'S INDEPENDENT PUBLIC
D.B. HAGADONE, J.A. McCLURE, [ ] [ ] ACCOUNTANTS FOR 1997.
J.A. SABALA and D.E. WHEELER
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO
VOTE UPON SUCH OTHER BUSINESS AS MAY COME BEFORE THE
MEETING.
(INSTRUCTION: TO WITHHOLD AUTHORITY for any individual nominee, write that
nominee's name in the space provided below.)
================================================================
Dated: , 1997
---------------------------------------
------------------------------------------------
Signature of Stockholder
------------------------------------------------
Signature of Stockholder
Sign exactly as your name appears hereon. When
signing in a representative or fiduciary capacity,
indicate the title. If shares are held jointly, each
holder should sign.
</TABLE>
PLEASE COMPLETE, SIGN, DATE AND MAIL THIS PROXY PROMPTLY IN
THE ENCLOSED POSTAGE-PAID ENVELOPE.
<PAGE> 24
COEUR D'ALENE MINES CORPORATION
400 COEUR D'ALENE MINES BUILDING, 505 FRONT AVENUE, P.O. BOX 1
COEUR D'ALENE, IDAHO 83814
MANDATORY ADJUSTABLE REDEEMABLE CONVERTABLE
SECURITIES PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING OF SHAREHOLDERS ON MAY 13, 1997, 9:30 A.M., LOCAL TIME
The undersigned appoints Dennis E. Wheeler or, in his absence, William F. Boyd,
proxy of the undersigned, with full power of substitution, to vote all shares of
Coeur d'Alene Mines Corporation Mandatory Adjustable Redeemable Convertible
Securities the undersigned is entitled to vote at the Annual Meeting of
Shareholders to be held May 13, 1997, or at any adjournment thereof, with all
powers the undersigned would have if personally present.
(Continued on reverse side)
<PAGE> 25
<TABLE>
<CAPTION>
THE SHARES WILL BE VOTED AS DIRECTED, AND WITH RESPECT TO OTHER MATTERS OF [X] Please mark
BUSINESS PROPERLY BEFORE THE MEETING AS THE PROXIES SHALL DECIDE. IF NO your votes like
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FORPROPOSALS 1 AND 2. this in blue or
black ink
THE BOARD OF DIRECTORS RECOMMENDS VOTING FOR THE FOLLOWING PROPOSALS:
<S> <C> <C> <C>
FOR all eight WITHHOLD FOR AGAINST ABSTAIN
1. TO ELECT DIRECTORS nominees (except AUTHORITY 2. TO RATIFY THE SELECTION [ ] [ ] [ ]
C.D. ANDRUS, J.C. BENNETT, as marked to the to vote for all OF ERNST & YOUNG AS THE
J.J. CURRAN, J.T. GRADE, contrary below) Nominees listed at left. COMPANY'S INDEPENDENT PUBLIC
D.B. HAGADONE, J.A. McCLURE, [ ] [ ] ACCOUNTANTS FOR 1997.
J.A. SABALA and D.E. WHEELER
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO
VOTE UPON SUCH OTHER BUSINESS AS MAY COME BEFORE THE
MEETING.
(INSTRUCTION: TO WITHHOLD AUTHORITY for any individual nominee, write that
nominee's name in the space provided below.)
================================================================
Dated: , 1997
---------------------------------------
------------------------------------------------
Signature of Stockholder
------------------------------------------------
Signature of Stockholder
Sign exactly as your name appears hereon. When
signing in a representative or fiduciary capacity,
indicate the title. If shares are held jointly, each
holder should sign.
</TABLE>
PLEASE COMPLETE, SIGN, DATE AND MAIL THIS PROXY PROMPTLY IN
THE ENCLOSED POSTAGE-PAID ENVELOPE.
