SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): May 13, 1999
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 (Commission (IRS Employer
of incorporation) File Number) Identification
Number)
400 Coeur d'Alene Mines Bldg.
505 Front Avenue
Coeur d'Alene, Idaho 83814
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (208) 667-3511
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Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On May 13, 1999, Coeur d'Alene Mines Corporation ("Coeur") and ASARCO
Incorporated ("ASARCO") entered into an agreement providing for Coeur's
acquisition of most of ASARCO's silver mining assets in exchange for the
issuance of 7.125 million shares of Coeur's Common Stock. Consummation of the
transaction is subject to Coeur shareholder approval and certain other
conditions. A copy of Coeur's press release, dated May 13, 1999, announcing
the proposed acquisition is filed as an exhibit to this report.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(c) EXHIBITS The following exhibit is filed herewith:
Exhibit
Number Description
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99(a) Press Release of Coeur d'Alene
Mines Corporation, dated May 13, 1999
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SIGNATURES
Pursuant to the requirements of the Securities 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: May 13, 1999
By: /s/GEOFFREY A. BURNS
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Geoffrey A. Burns
Vice President and
Chief Financial Officer
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EXHIBIT 99(a)
COEUR D'ALENE MINES CORPORATION AND ASARCO INCORPORATED
COMBINE SILVER INTERESTS
COEUR D'ALENE, IDAHO, MAY 13, 1999 - ASARCO Incorporated (NYSE:AR) and
Coeur d'Alene Mines Corporation (NYSE:CDE) announced today that they have
agreed to a transaction in which Asarco will acquire a fully diluted 19.3%
common stock interest in Coeur d'Alene Mines in exchange for most of Asarco's
silver mining assets. Asarco will also nominate two directors to Coeur d'Alene
Mines' Board of Directors. Asarco and Coeur d'Alene Mines have had a 52-year
relationship principally involving the operation of the Coeur and Galena
silver mines in Idaho.
Asarco will acquire 7.125 million newly issued common shares of Coeur
d'Alene Mines. In exchange for this interest, Asarco will contribute its 50%
interest in Silver Valley Resources Corporation, which operates the Coeur and
Galena silver mines; Asarco's wholly-owned subsidiary, Empress Minera Manquiri
S.R.L., which owns an advanced Bolivian silver exploration project; 1.5
million shares and warrants, representing an approximate 5% interest in Pan
American Silver Corporation (NASDAQ: PAAS US) of Vancouver, British Columbia;
and a 20% net profits interest in the Quiruvilca silver mine in Peru operated
by Pan American Silver.
The transaction represents the latest restructuring of Asarco and Coeur
d'Alene Mines' joint mining interests in Idaho. The Galena mine, near Wallace,
Idaho, was developed by Asarco under terms of a lease from Coeur d'Alene Mines
and its predecessor companies originally executed in 1947. The Coeur mine,
also near Wallace, was developed by Asarco under a joint agreement with Coeur
d'Alene Mines entered into in 1964.
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In October 1994, Asarco and Coeur d'Alene Mines agreed to form the
jointly owned Silver Valley Resources Corporation, which now owns and operates
both the Galena and Coeur mines. After this transaction, Coeur d'Alene Mines
will own 100% of Silver Valley Resources.
Commenting on the transaction, Francis R. McAllister, Chairman and Chief
Executive Officer of Asarco, said: "Coeur d'Alene Mines has been a
constructive and valued partner in our Idaho mining ventures. The new
structure created by this transaction offers both companies the opportunity to
pursue our long-standing interests in silver mining in Idaho and elsewhere in
a cooperative and cost-effective way."
"For Asarco, the transaction deepens our historic interest in Idaho,
giving us significant representation on the Board of Directors of one of
Idaho's leading mining companies with a broad portfolio of precious metal
mining opportunities."
Commenting on the proposed transaction, Dennis E. Wheeler, Chairman and
Chief Executive Officer of Coeur d'Alene Mines said: "The acquisition of these
fine silver assets from Asarco represents Coeur's first major step in its
strategy to focus on expanding its leading position as the country's largest
primary silver producer. This transaction allows Coeur to bring additional
synergies to the development of Silver Valley Resources because of the
proximity of our corporate headquarters to the Silver Valley. This transaction
also gives Coeur a major advanced-stage silver project in Bolivia with a
resource base the size of our leading Rochester mine and an interest in a
Canadian silver mining company in a geographic area where we have no presence.
We are very pleased that Asarco has chosen to express its confidence by
becoming a major shareholder in Coeur d'Alene Mines, further extending a
relationship which began so many years ago."
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The proposed transaction is subject to approval by Coeur d'Alene Mines'
shareholders and any necessary clearance under the Hart-Scott-Rodino
Anti-Trust Improvements Act.
ASARCO Incorporated is one of the world's leading integrated producers
of copper, as well as a producer of specialty chemicals, aggregates and other
metals.
Coeur d'Alene Mines Corporation is one of North America's leading silver
producers and an international gold producer.
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