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): September 9, 1999
COEUR D'ALENE MINES CORPORATION
-----------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Idaho 1-8641 82-0109423
---------------------------- ------------ --------------
(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
---------------------------------------- ----------
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (208) 667-3511
--------------
Not Applicable
-----------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS
On September 9, 1999, Coeur d'Alene Mines Corporation ("Coeur")
consummated its acquisition of certain silver mining assets of ASARCO
Incorporated ("Asarco") in exchange for the issuance of 7.125 million shares
of Coeur's Common Stock. The acquisition was effected pursuant to an Amended
and Restated Transaction Agreement between Coeur and Asarco, dated as of May
13, 1999 and amended and restated as of June 22, 1999 (the "Transaction
Agreement"), a copy of which is included as an exhibit hereto. The acquired
silver mining assets do not constitute a "significant amount" of assets within
the meaning of Item 2 of Form 8-K and Instruction 4 thereto. The transaction
was approved by Coeur's shareholders at Coeur's Annual Meeting of Shareholders
held on September 8, 1999. At the closing of the transaction on September 9,
1999, Coeur and Asarco entered into a Shareholder Agreement, a form of which
is an exhibit to the Transaction Agreement. A copy of Coeur's press release,
dated September 9, 1999, announcing consummation of the 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
------- -----------
2(a) Amended and Restated Transaction Agreement by and between
Asarco Incorporated and Coeur d'Alene Mines Corporation,
dated May 13, 1999 and amended and restated as of June 22,
1999. (Incorporated herein by reference to Exhibit A to the
Registrant's Proxy Statement, dated July 28, 1999, used in
connection with the Registrant's Annual Meeting of
Shareholders held on September 8, 1999.)
10(a) Shareholder Agreement (dated as of September 9, 1999), by
and between Asarco Incorporated and Coeur d'Alene Mines
Corporation. (Incorporated herein by reference to Exhibit B
to the Registrant's Proxy Statement, dated July 28, 1999,
used in connection with the Registrant's Annual Meeting of
Shareholders held on September 8, 1999.)
99(a) Press Release of Coeur d'Alene Mines Corporation, dated
September 9, 1999.
2
<PAGE>
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: September 9, 1999
By: /s/GEOFFREY A. BURNS
--------------------
Geoffrey A. Burns
Vice President and
Chief Financial Officer
EXHIBIT 99(A)
PRESS RELEASE
COEUR D'ALENE MINES CORPORATION CONSUMMATES PURCHASE
OF SILVER MINING ASSETS FROM ASARCO INCORPORATED.
Coeur d'Alene, Idaho, September 9, 1999. Coeur d'Alene Mines Corporation
(NYSE:CDE) announced today that it has consummated its acquisition of certain
silver properties and assets from ASARCO Incorporated (NYSE:AR) in exchange
for 7.125 million shares of Coeur Common Stock. The properties and assets
acquired include:
* the 50% interest in Silver Valley Resources Corporation not
already owned by Coeur;
* a 100% interest in the San Bartolome silver project in Bolivia;
* 1.5 million common shares and 500,000 common share purchase
warrants in Pan American Silver Corp. (TSE:PAA); and
* a 20% net profit royalty in Pan American Silver Corp's Quiruvilca
Mine in Peru.
Based on the closing price of Coeur's common stock on May 13, 1999,
which was the date of the transaction agreement between Coeur and ASARCO, the
purchase price for the silver properties and assets purchased is approximately
$33.4 million. The transaction, which was approved by Coeur's shareholders at
its Annual Meeting of Shareholders held on September 8, 1999, gives ASARCO a
19.3% interest in Coeur after giving effect to the conversion of Coeur's
outstanding MARCS into common stock on March 15, 2000. As part of the
transaction, ASARCO has nominated two members to Coeur's Board of Directors.
Dennis E. Wheeler, Chairman of the Board, President and Chief Executive
Officer of Coeur, stated: "the silver properties and assets acquired from
ASARCO increase Coeur's near-term production profile, add substantial silver
<PAGE>
reserve and resource ounces and provide exciting future growth prospects.
After adjusting for the value of the Pan American shares, Coeur acquired
approximately 132 million ounces of silver resources at a purchase price of
less than $.20 per ounce. This transaction solidifies and establishes Coeur's
position as the leader in two of the world's most productive silver regions."
Coeur expects to enjoy the following benefits as a result of purchasing
the 50% of Silver Valley Resources that it does not already own:
* immediate increase of 1.8 million ounces in Coeur's estimated
annual silver production;
* addition of 16.2 million ounces of silver to Coeur's proven and
probable reserves and 6.0 million ounces to Coeur's silver
resources;
* excellent potential to further increase reserves and resources
through systematic exploration;
* potential to increase production at the Galena Mine and thereby
reduce cash costs; and
* consolidation of Coeur's ownership position and control of Idaho's
Silver Valley.
Coeur plans to embark on extensive optimization and exploration at the
Silver Valley Resources properties in an effort to add reserves and
potentially increase production.
The San Bartolome silver project is located on the flanks of the Cerro
Rico Mountain near Potosi, Bolivia. Based on an independent geological
evaluation, San Bartolome has a silver resource of approximately 110.0 million
silver ounces contained in gravel-like deposits (35 million tons grading 3.1
ounces per ton). ASARCO, which controlled the San Bartolome project for
several years, previously completed extensive exploration, assaying and
resource delineation and development, including a pre- feasibility study.
Dennis Wheeler stated that "The San Bartolome property is a superb
silver asset with exceptional upside potential. Only four of the project's
seven known deposits have been explored to date and further exploration could
<PAGE>
result in a significant growth of silver resources. It is expected that the
deposits will be receptive to surface mining methods and preliminary
metallurgical testing indicates the silver is amenable to conventional heap
leach solution processing."
The 1.5 million common shares and 500,000 warrants of Pan American
Silver Corp. represent approximately 5% fully diluted ownership of Pan
American. The closing price of Pan American Silver Corp. common stock on the
Toronto Stock Exchange on September 7, 1999, was CDN $7.80 per share. The
warrants have an exercise price of CDN $7.50 per share and expire on December
31, 1999.
THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS RELATING TO THE
COMPANY'S SILVER MINING BUSINESS. THE UNITED STATES PRIVATE SECURITY
LITIGATION REFORM ACT OF 1995 PROVIDES A "SAFE HARBOR" FOR CERTAIN
FORWARD-LOOKING STATEMENTS. SILVER RESERVE AND RESOURCE DATA, AND OTHER
STATEMENTS RELATING TO EXPECTATIONS IN THIS DOCUMENT, ARE BASED ON INFORMATION
THE COMPANY BELIEVES REASONABLE, BUT INVOLVE SIGNIFICANT UNCERTAINTIES AS TO
FUTURE GOLD AND SILVER PRICES, COSTS, ORE GRADES, ESTIMATION OF SILVER
RESERVES AND RESOURCES, MINING AND PROCESSING CONDITIONS, CHANGES THAT COULD
RESULT FROM THE COMPANY'S FUTURE ACQUISITION OF NEW MINING PROPERTIES OR
BUSINESSES, THE RISKS AND HAZARDS INHERENT IN THE MINING BUSINESS (INCLUDING
ENVIRONMENTAL HAZARDS, INDUSTRIAL ACCIDENTS, WEATHER OR GEOLOGICALLY RELATED
CONDITIONS), REGULATORY AND PERMITTING MATTERS, AND RISKS INHERENT IN THE
OWNERSHIP AND OPERATION OF, OR INVESTMENT IN, MINING PROPERTIES OR BUSINESSES
IN FOREIGN COUNTRIES. ACTUAL RESULTS COULD VERY SIGNIFICANTLY FROM THE
ESTIMATES PRESENTED. READERS ARE CAUTIONED NOT TO PUT UNDUE RELIANCE ON
FORWARD-LOOKING STATEMENTS. THE COMPANY DISCLAIMS ANY INTENT OR OBLIGATION TO
UPDATE PUBLICLY THE FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW
INFORMATION, FUTURE EVENTS OR OTHERWISE.
