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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Coeur d'Alene Mines Corporation
(Name of Issuer)
Common Stock
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(Title of Class of Securities)
192108108
(CUSIP Number)
Carolyn S. Reiser, Esq.
Shartsis Friese & Ginsburg
One Maritime Plaza, 18th Floor
San Francisco, CA 94111
(415) 421-6500
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
November 2, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check
the following box / /.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Section
240.13d-7(b) for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
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SCHEDULE 13D
CUSIP No. 192108108 Page 2 of 9 Pages
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1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Brookhaven Capital Management, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /XX/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF and WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(E) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY ---------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 946,800
REPORTING ---------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
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10 SHARED DISPOSITIVE POWER
946,800
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
946,800
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.3%
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14 TYPE OF REPORTING PERSON*
OO and IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
CUSIP No. 192108108 Page 3 of 9 Pages
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1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Vincent A. Carrino
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /XX/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(E) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES 70,400
BENEFICIALLY ---------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 946,800
REPORTING ---------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 70,400
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10 SHARED DISPOSITIVE POWER
946,800
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,017,200
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
CUSIP No. 192108108 Page 4 of 9 Pages
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of Common Stock (the "Stock") of Coeur
d'Alene Mines Corporation ("CDE"). The principal executive office of
CDE is located at 505 Front Avenue, Coeur d'Alene, Idaho, 83814.
ITEM 2. IDENTITY AND BACKGROUND.
The persons filing this statement and the persons enumerated in
Instruction C of Schedule 13D and, where applicable, their respective
places of organization, general partners, directors, executive officers
and controlling persons, and the information regarding them, are as
follows:
(a) Brookhaven Capital Management, LLC, a California limited
liability company ("LLC"); Vincent A. Carrino ("Carrino"); and Daniel
R. Coleman ("Coleman").
(b) The business address of LLC and Carrino is 3000 Sandhill
Road, Building 3, Suite 105, Menlo Park, California 94025. The
business address of Coleman is 1370 116th Avenue, NE, Suite 210,
Bellevue, Washington 98004.
(c) LLC is an investment adviser to various accounts, including
investment limited partnerships of which it is also a general partner.
Carrino is the sole Manager and the majority member of LLC. Coleman is
the Executive Vice President and a minority member of LLC.
(d) During the last five years, none of such persons has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the last five years, none of such persons was a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
(f) Carrino and Coleman are citizens of the United States of
America.
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SCHEDULE 13D
CUSIP No. 192108108 Page 5 of 9 Pages
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and amount of funds used in purchasing the Stock were as
follows:
Purchaser Source of Funds Amount
LLC Funds Under Management $5,519,604
Carrino Funds Under Management $ 635,855
ITEM 4. PURPOSE OF TRANSACTION.
The principal purpose of the acquisitions of Stock reported herein is
investment. Except as described below, the persons named in Item 2 of
this statement have no plans or proposals that relate to or would
result in:
(a) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving CDE or any of its
subsidiaries;
(b) A sale or transfer of a material amount of assets of CDE or of any
of its subsidiaries;
(c) Any change in the present board of directors or management of CDE,
including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(d) Any material change in the present capitalization or dividend
policy of CDE;
(e) Any other material change in CDE's business or corporate
structure;
(f) Changes in CDE's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of
CDE by any person;
(g) Causing a class of securities of CDE to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities
association;
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SCHEDULE 13D
CUSIP No. 192108108 Page 6 of 9 Pages
(h) A class of equity securities of CDE becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended; or
(i) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The beneficial ownership of the Stock of the persons named in Item 2 of
this statement is as follows at the date hereof:
Aggregate
Beneficially
Owned Voting Power Dispositive Power
Name Number Percent Sole Shared Sole Shared
LLC 946,800 4.3% 0 946,800 0 946,800
Carrino 1,107,200 4.7% 70,400 946,800 70,400 946,800
The persons filing this statement effected the following transactions
in the Stock on the dates indicated, and such transactions are the only
transactions by the persons filing this statement in the Stock since
September 3, 1998.
Purchase Number Price
Name or Sale Date of Shares Per Share
LLC S 9/4/98 15,000 $5.89
LLC S 9/4/98 97,300 6.00
LLC S 9/4/98 25,000 6.38
LLC P 9/8/98 4,000 5.67
LLC P 9/9/98 4,900 5.38
LLC P 9/17/98 3,500 5.38
LLC P 9/18/98 25,000 5.33
LLC P 9/21/98 3,000 5.10
P 9/21/98 9,000 5.08
Carrino S 9/24/98 9,300 6.41
LLC S 9/24/98 50,000 6.48
Carrino S 9/25/98 6,700 6.42
LLC S 9/25/98 10,300 6.66
LLC P 9/28/98 4,600 7.00
LLC P 9/28/98 10,000 2.38 (option)
LLC S 9/29/98 2,000 7.38
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SCHEDULE 13D
CUSIP No. 192108108 Page 7 of 9 Pages
Purchase Number Price
Name or Sale Date of Shares Per Share
LLC P 9/29/98 900 $7.06
LLC P 9/29/98 1,000 6.88
LLC P 9/30/98 3,000 6.63
LLC P 10/9/98 1,000 6.00
LLC S 10/16/98 6,700 5.96
LLC S 10/19/98 1,000 5.94
LLC S 10/27/98 15,000 5.56
LLC S 10/28/98 22,800 5.80
LLC S 10/28/98 24,000 5.76
LLC S 10/29/98 27,100 5.96
LLC S 10/30/98 31,700 5.75
LLC S 10/30/98 12,000 5.63
LLC S 11/2/98 13,000 5.70
LLC S 11/3/98 20,500 5.50
LLC S 11/4/98 17,000 5.43
LLC S 11/5/98 60,200 5.79
LLC S 11/5/98 45,000 5.76
LLC S 11/5/98 10,000 5.71
LLC S 11/6/98 5,000 5.75
LLC S 11/10/98 10,000 5.47
LLC S 11/12/98 20,000 5.60
LLC S 11/12/98 10,000 5.74
LLC S 11/12/98 47,200 5.73
LLC S 11/13/98 400 5.94
LLC S 11/17/98 40,000 5.49
LLC S 11/18/98 36,600 5.71
LLC P 11/20/98 40,000 2.69 (Option Exercise)
LLC P 11/20/98 22,000 0.77 (Option Exercise)
LLC P 11/20/98 106,500 1.53 (Option Exercise)
LLC P 11/20/98 20,000 2.78 (Option Exercise)
LLC P 11/20/98 40,000 1.56 (Option Exercise)
LLC P 11/20/98 34,600 1.50 (Option Exercise)
LLC S 11/24/98 15,000 5.38
LLC S 11/25/98 2,000 5.38
LLC S 11/25/98 27,200 5.25
LLC S 12/10/98 10,000 4.79
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SCHEDULE 13D
CUSIP No. 192108108 Page 8 of 9 Pages
Purchase Number Price
Name or Sale Date of Shares Per Share
LLC S 12/11/98 4,000 $4.69
LLC S 12/14/98 8,000 4.63
LLC P 12/15/98 317,600 4.69
LLC S 12/15/98 13,600 4.63
LLC S 12/16/98 30,000 4.78
LLC S 12/16/98 45,000 4.70
LLC P 12/24/98 133,700 4.35
LLC P 12/24/98 71,200 4.31
LLC S 12/24/98 103,700 4.38
Carrino S 12/24/98 71,200 4.23
LLC P 12/29/98 15,000 4.44
LLC P 12/29/98 7,300 4.38
LLC P 12/30/98 25,000 4.50
LLC P 12/31/98 3,000 4.63
LLC P 12/31/98 11,200 4.54
LLC P 1/6/99 5,000 5.00
LLC S 1/6/99 45,800 4.81
LLC P 1/29/99 4,000 5.00
LLC P 2/1/99 50,000 5.00
LLC P 2/2/99 10,900 5.19
LLC S 2/4/99 50,000 6.01
LLC P 2/10/99 15,000 5.50
LLC S 2/18/99 32,300 5.13
LLC S 2/19/99 121,300 5.14
LLC S 2/22/99 29,500 5.25
All transactions were executed through the New York Stock Exchange.
On February 19, 1999, the beneficial ownership of the Stock by the
persons filing this statement fell below 5%.
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SCHEDULE 13D
CUSIP No. 192108108 Page 9 of 9 Pages
ITEM. 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
LLC, a registered investment adviser, is a general partner of limited
partnerships pursuant to limited partnership agreements providing to
LLC the authority, among other things, to invest the funds of the
partnerships in Stock, to vote and dispose of Stock and to file this
statement on behalf of the partnerships. Pursuant to such limited
partnership agreements, LLC is entitled to allocations based on assets
under management and realized and unrealized gains. Pursuant to
investment management agreements, LLC is authorized, among other
things, to invest funds of its various investment advisory clients, and
to vote and dispose of those securities. Such investment management
agreements may be terminated by either party on notice as provided in
such agreements and provide for fees payable to LLC based on assets
under management and realized and unrealized gains. No single client
of LLC holds more than 5% of the Stock. Carrino is authorized by
various individuals and entities to invest funds of those individuals
and entities and to vote and dispose of those securities. Carrino does
not receive any fees for such activities.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
SIGNATURES
After reasonable inquiry and to the best of my knowledge, I
certify that the information set forth in this statement is true,
complete and correct.
DATED: February 26, 1999
BROOKHAVEN CAPITAL MANAGEMENT, LCC
By: /s/ Vincent A. Carrino
Vincent A. Carrino, Manager
/s/ Vincent A. Carrino
Vincent A. Carrino
CSR\4193\015\1031827.01
