<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
Coeur d'Alene Mines Corporation
(Name of Subject Company (issuer) and Filing Person (offeror))
6% Convertible Subordinated Debentures due 2002
(Title of Class of Securities)
192108AB4
(CUSIP Number of Class of Securities)
Dennis E. Wheeler, Esq.
Chairman of the Board, President
and Chief Executive Officer
Coeur d'Alene Mines Corporation
505 Front Avenue, P.O. Box "I"
Coeur d'Alene, Idaho 83814
(208) 667-3511
--------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Filing Person(s))
COPY TO:
Walter Freedman, Esq.
Freedman, Levy, Kroll & Simonds
1050 Connecticut Avenue, N.W. (Suite 825)
Washington, D.C. 20036
(202) 457-5101
CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee
$20,016,000 $4,003.20
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* For the purpose of calculating the filing fee only, this amount is
based on the purchase of $27,800,000 principal amount of 6%
Convertible Subordinated Debentures due 2002 at the maximum tender
offer price of $720 per $1,000 principal amount of such Debentures.
{_} Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
Amount Previously Paid: Not applicable. Filing party: Not applicable.
Form or Registration No.: Not applicable. Date Filed: Not applicable.
{_} Check box if filing relates solely to preliminary communications made
before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
{_} third-party tender offer {_} going private transaction
subject to Rule 14d-1 subject to Rule 13e-3
{X} issuer tender offer {_} amendment to Schedule 13D
subject to Rule 13e-4 under Rule 13d-2
Check the following box if the filing is a final amendment reporting the
results of the tender offer {_}
This Tender Offer Statement on Schedule TO relates to the offer by
Coeur d'Alene Mines Corporation, an Idaho corporation, (the "Company") to
purchase up to $27,800,000 principal amount of its 6% Convertible Subordinated
Debentures due 2002 (the "Debentures"), or such lesser amount of Debentures as
are properly tendered and not properly withdrawn, at a price not greater than
$720 nor less than $640 per $1,000 principal amount of Debentures, plus accrued
and unpaid interest from June 10, 1999 up to, but not including, the date of
payment. The Company's offer is being made upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated May 9, 2000, and in the
applicable Letter of Transmittal, which, as amended or supplemented from time
to time, together constitute the "Offer." The Company is not obligated to
purchase any Debentures if less than a minimum of $10,000,000 principal amount
of Debentures are tendered. However, it reserves the right to purchase less
than the $10,000,000 minimum principal amount if it chooses to do so. This
Tender Offer Statement on Schedule TO is intended to satisfy the filing
requirements of Rule 13e-4c(2) under the Securities Exchange Act of 1934, as
amended.
The information in the Offer to Purchase and the related Letters of
Transmittal, copies of which are filed with this Schedule TO as
Exhibits(a)(1)(i) and Exhibits (a)(1)(ii)(A) and (a)(1)(ii)(B) hereto,
respectively, is incorporated herein by reference in answer to Items 1 through
11 in this Tender Offer Statement on Schedule TO.
<PAGE> 3
ITEM 12. EXHIBITS.
(a)(1)(i) Offer to Purchase.
(a)(1)(ii)(A) Letter of Transmittal for Registered Debentures.
(a)(1)(ii)(B) Letter of Transmittal for Bearer Debentures.
(a)(1)(iii) Notice of Guaranteed Delivery.
(a)(1)(iv) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(2) Not applicable.
(a)(3) Not applicable.
(a)(4) Not applicable.
(a)(5)(i) Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a)(5)(ii) Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
(a)(5)(iii) Summary Advertisement dated May 9, 2000.
(a)(5)(iv) Press Release dated May 9, 2000.
(a)(5)(v) Letter to Debenture holders from Dennis E. Wheeler,
Chairman, President and Chief Executive Officer of
the Company, dated May 9, 2000.
(b) Not applicable.
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: May 9, 2000 COEUR D'ALENE MINES CORPORATION
By: Dennis E. Wheeler
--------------------------------------
Name: Dennis E. Wheeler
Title: Chairman of the Board,
President and Chief Executive Officer
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
(a)(1)(i) Offer to Purchase.
(a)(1)(ii)(A) Letter of Transmittal for Registered Debentures.
(a)(1)(ii)(B) Letter of Transmittal for Bearer Debentures.
(a)(1)(iii) Notice of Guaranteed Delivery.
(a)(1)(iv) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(2) Not applicable.
(a)(3) Not applicable.
(a)(4) Not applicable.
(a)(5)(i) Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a)(5)(ii) Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
(a)(5)(iii) Summary Advertisement dated May 9, 2000.
(a)(5)(iv) Press Release dated May 9, 2000.
<PAGE> 5
(a)(5)(v) Letter to shareholders from Dennis E. Wheeler,
Chairman and Chief Executive Officer of the Company,
dated May 9, 2000.
(b) Not applicable.
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.
<PAGE> 1
OFFER TO PURCHASE FOR CASH
BY
COEUR D'ALENE MINES CORPORATION
OF
UP TO $27,800,000 PRINCIPAL AMOUNT OF
6% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2002
AT A PURCHASE PRICE NOT GREATER THAN $720 NOR LESS THAN $640 PER $1,000
PRINCIPAL AMOUNT OF DEBENTURES
COEUR IS NOT OBLIGATED TO PURCHASE ANY DEBENTURES IF LESS THAN A MINIMUM OF
$10,000,000 PRINCIPAL AMOUNT OF DEBENTURES ARE TENDERED. IT RESERVES THE RIGHT,
HOWEVER, TO PURCHASE LESS THAN THE $10,000,000 MINIMUM PRINCIPAL AMOUNT IF IT
CHOOSES TO DO SO.
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12 NOON,
NEW YORK CITY TIME, AND 5:00 P.M., LONDON TIME, ON THURSDAY, JUNE 8, 2000,
UNLESS THE OFFER IS EXTENDED.
Coeur d'Alene Mines Corporation, an Idaho corporation, ("Coeur" or
"Company") invites the holders of its 6% Convertible Subordinated Debentures due
2002 ("Debentures") to tender up to $27,800,000 principal amount of Debentures
for purchase by the Company at a price not greater than $720 nor less than $640
per $1,000 principal amount of Debentures, plus accrued and unpaid interest from
June 10, 1999 up to, but not including, the date of payment. This Offer to
Purchase, together with the accompanying Letters of Transmittal, constitute the
"Offer" which is made upon the terms and conditions set forth herein. See
Section 3.
The Company will select the lowest purchase price that will allow it to buy
$27,800,000 principal amount of Debentures or such lesser principal amount of
Debentures as are properly tendered, and not withdrawn. All Debentures acquired
in the Offer will be acquired at the same purchase price.
Only Debentures properly tendered at prices at or below the purchase price
selected by us, and not properly withdrawn, will be purchased. However, because
of the proration provisions described in this Offer to Purchase, all of the
Debentures tendered at or below the purchase price may not be purchased if more
than the $27,800,000 principal amount of Debentures we seek are properly
tendered. Debentures not purchased in the Offer will be returned as promptly as
practicable following the Expiration Date. See Section 3.
We reserve the right, in our sole discretion, to purchase more than
$27,800,000 principal amount of the Debentures pursuant to the Offer. See
Section 1.
The Debentures are traded in the U.S. in the inter-dealer market. On May 8,
2000, the last full trading day before announcement of the Offer, the last bid
price in the inter-dealer market for the Debentures, as a percent of par was 60
($600 per $1,000 principal amount of the Debentures). Debenture holders are
urged to obtain current market quotations for the Debentures. The Debentures are
listed, but not regularly traded, on the Luxembourg Stock Exchange, which posts
a price for the Debentures not more frequently than monthly. On March 31, 2000,
the date of the last posting, the price for the Debentures, as a percent of par,
was 58. See Section 7 for further information about the market for the
Debentures.
The Debentures are convertible into shares of our common stock at a current
conversion price of $25.57 per share. The common stock is listed and traded on
the New York Stock Exchange under the symbol "CDE." On May 8, 2000, the last
reported sale price of the common stock on the New York Stock Exchange was
$3.875 per share. See Section 7.
The terms "we", "us" and "our" as used in this Offer to Purchase refer to
Coeur, the Company. Unless otherwise noted, all "Section" references are to the
numbered sections under "The Offer."
OUR BOARD OF DIRECTORS HAS APPROVED THIS OFFER. HOWEVER, NEITHER WE NOR OUR
BOARD OF DIRECTORS NOR THE DEALER MANAGER MAKES ANY RECOMMENDATION TO YOU AS TO
WHETHER TO TENDER OR REFRAIN FROM TENDERING YOUR DEBENTURES OR AS TO THE
PURCHASE PRICE AT WHICH YOU MAY CHOOSE TO TENDER YOUR DEBENTURES. YOU MUST MAKE
YOUR OWN DECISION AS TO WHETHER TO TENDER YOUR DEBENTURES AND, IF SO, WHAT
PRINCIPAL AMOUNT TO TENDER AND THE PRICE OR PRICES AT WHICH YOU WILL TENDER
THEM.
------------------------
THE DEALER MANAGER FOR THE OFFER IS:
ABN AMRO INCORPORATED
------------------------
OFFER TO PURCHASE DATED MAY 9, 2000
<PAGE> 2
THE DEBENTURES WERE ISSUED IN BEARER FORM, WITH INTEREST COUPONS ATTACHED
("BEARER DEBENTURES"), AND IN REGISTERED FORM, WITHOUT COUPONS ("REGISTERED
DEBENTURES"). OF THE TOTAL PRINCIPAL AMOUNT OF DEBENTURES OUTSTANDING AS OF MAY
9, 2000, APPROXIMATELY $34 MILLION PRINCIPAL AMOUNT WERE BEARER DEBENTURES AND
APPROXIMATELY $2 MILLION WERE REGISTERED DEBENTURES. THE OFFER IS BEING MADE FOR
THE PURCHASE OF THE REGISTERED DEBENTURES AND BEARER DEBENTURES ON THE SAME
TERMS AND CONDITIONS AND AT THE SAME PURCHASE PRICE. THE PROCEDURES FOR
TENDERING REGISTERED DEBENTURES, HOWEVER, ARE DIFFERENT IN CERTAIN RESPECTS FROM
THOSE APPLICABLE TO THE TENDER OF BEARER DEBENTURES. THERE ARE SEPARATE FORMS OF
LETTERS OF TRANSMITTAL FOR TENDERING REGISTERED DEBENTURES AND BEARER
DEBENTURES. YOU SHOULD CONTACT THE INFORMATION AGENT OR THE DEALER MANAGER FOR
THIS OFFER IF YOU HAVE ANY QUESTIONS REGARDING PROCEDURES FOR THE TENDER OF YOUR
DEBENTURES. SEE THE BACK PAGE OF THIS DOCUMENT FOR CONTACT INFORMATION.
IMPORTANT
If you wish to tender all or any part of the Debentures you hold, you must:
- Follow the instructions described in Section 3 carefully, including
completing the applicable Letter of Transmittal in accordance with the
instructions and delivering it, along with your Debenture certificates and
any other required items, to The Bank of New York, the Depositary.
- If you hold Registered Debentures that are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee, contact
the nominee if you desire to tender your Debentures and request that the
nominee tender them for you.
- If you hold Bearer Debentures, you must tender them through a direct
accountholder in Euroclear or Clearstream, or physically deliver them to
the Depositary.
Any Debenture holder who desires to tender Registered Debentures and whose
certificates for the Debentures are not immediately available or cannot be
delivered to the Depositary or who cannot comply with the procedure for
book-entry transfer or whose other required documents cannot be delivered to the
Depositary prior to expiration of the offer must tender the Debentures pursuant
to the guaranteed delivery procedure set forth in Section 3.
TO PROPERLY TENDER DEBENTURES, YOU MUST PROPERLY COMPLETE THE APPLICABLE
LETTER OF TRANSMITTAL, INCLUDING THE SECTION RELATING TO THE PRICE AT WHICH YOU
ARE TENDERING DEBENTURES.
If you wish to maximize the chance that your Debentures will be purchased at
the purchase price determined by us, you should check the box in the section in
the Letter of Transmittal captioned "Debentures Tendered at Price Determined
Pursuant to the Offer." Note that this election could result in your Debentures
being purchased at the minimum price of $640 per $1,000 principal amount of
Debentures.
If you have questions, need assistance or require additional copies of this
Offer to Purchase, the related Letter of Transmittal or the Notice of Guaranteed
Delivery, you should contact D.F. King & Co., Inc., or D.F. King (Europe), each,
the Information Agent, or ABN AMRO Incorporated, the Dealer Manager for the
offer, at their respective addresses and telephone numbers set forth on the back
cover of this Offer to Purchase.
WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON OUR BEHALF
AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR DEBENTURES OR AS
TO THE PURCHASE PRICE AT WHICH YOU MAY CHOOSE TO TENDER YOUR DEBENTURES IN THIS
OFFER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO
WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFER OTHER
THAN AS CONTAINED IN THIS OFFER TO PURCHASE OR IN THE APPLICABLE LETTER OF
TRANSMITTAL. IF ANYONE MAKES ANY RECOMMENDATION OR GIVES ANY INFORMATION OR
REPRESENTATION, YOU MUST NOT RELY UPON THAT RECOMMENDATION, INFORMATION OR
REPRESENTATION AS HAVING BEEN AUTHORIZED BY US OR THE DEALER MANAGER.
THIS OFFER TO PURCHASE AND THE APPLICABLE LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION WHICH SHOULD BE READ BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE OFFER.
NEITHER COEUR, THE DEALER MANAGER, THE INFORMATION AGENT, THE DEPOSITARY,
NOR ANY OF THEIR AFFILIATES MAKE ANY REPRESENTATIONS TO ANY HOLDER AS TO WHETHER
OR NOT TO TENDER DEBENTURES.
2
<PAGE> 3
SUMMARY OF TERMS
We are providing this summary of terms for your convenience. It highlights
material information in this document, but you should realize that it does not
describe all of the details of the Offer to the same extent described later in
this document. We urge you to read the entire document and the related Letter of
Transmittal because they contain the full details of the Offer. Where helpful,
we have included references to the sections of this document where you will find
a more complete discussion.
WHO IS OFFERING TO PURCHASE YOUR DEBENTURES?
We are Coeur d'Alene Mines Corporation. We are offering to purchase up to
$27,800,000 principal amount of our 6% Convertible Subordinated Debentures Due
2002. The Debentures, by their terms, mature in June 2002.
WHAT WILL THE PURCHASE PRICE FOR THE DEBENTURES BE AND WHAT WILL BE THE FORM OF
PAYMENT?
We are conducting the Offer through a procedure commonly called a modified
"Dutch Auction." This procedure allows you to select the price, within a price
range specified by us, at which you are willing to sell your Debentures. The
price range for this offer is $640 to $720 per $1,000 principal amount of
Debentures. We will select the lowest purchase price that will allow us to buy
$27,800,000 principal amount of Debentures or such lesser number of Debentures
as are properly tendered and not withdrawn. All Debentures we purchase will be
purchased at the same price, even if you have selected a lower price, but we
will not purchase any Debentures above the purchase price we determine. If you
wish to maximize the chance that your Debentures will be purchased, you should
check the box in the selection on the related Letter of Transmittal indicating
that you will accept the purchase price we determine. You should understand that
this election could result in your Debentures being purchased at the minimum
price of $640 per $1,000 principal amount of Debentures. If your Debentures are
purchased in the offer, you will be paid the purchase price, in cash, plus
accrued and unpaid interest from June 10, 1999 up to, but not including, the
date of payment, as soon as practicable after the expiration of the offer
period. See Section 1.
HOW MANY DEBENTURES WILL COEUR PURCHASE?
We will purchase $27,800,000 principal amount of Debentures in the Offer or
such lesser principal amount of Debentures as are properly tendered and not
withdrawn. If more than $27,800,000 principal amount of Debentures are tendered,
all Debentures tendered at or below the purchase price will be purchased on a
pro rata basis. We also expressly reserve the right to purchase additional
Debentures. We shall not be obligated to purchase any Debentures if less than a
minimum of $10,000,000 principal amount of Debentures is tendered. However, we
reserve the right to purchase less than the $10,000,000 minimum principal amount
if we choose to do so. See Section 1.
WHAT IS THE RECENT MARKET PRICE OF YOUR DEBENTURES?
On May 8, 2000, the last full trading day before the announcement of the
Offer, the last bid price of the Debentures in the U.S. inter-dealer market as a
percent of par was 60 ($600 per $1,000 principal amount of the Debentures). The
last posted price for the Debentures on the Luxembourg Stock Exchange on March
31, 2000, as a percent of par was 58. You are urged to obtain current market
quotations for your Debentures.
WHAT IS THE RECENT MARKET PRICE OF THE COMMON STOCK INTO WHICH THE DEBENTURES
ARE CONVERTIBLE?
The Debentures are convertible into Coeur Common Stock at a conversion
price of $25.57 per share. On May 8, 2000, the last reported sale price of
Coeur's common stock on the New York Stock Exchange was $3.875 per share.
i
<PAGE> 4
HOW WILL COEUR PAY FOR THE DEBENTURES?
We will need a maximum of $20,016,000 to purchase $27,800,000 principal
amount of Debentures, assuming the price paid per $1,000 principal amount of
Debentures is $720. At March 31, 2000, we had approximately $80.9 million of
cash and cash equivalents. See Section 8.
HOW LONG DO YOU HAVE TO TENDER YOUR DEBENTURES?
You may tender your Debentures until the Offer expires. The Offer will
expire on Thursday, June 8, 2000, at 12 noon, New York City time, and 5 p.m.,
London time, unless we extend the Offer. We may choose to extend the Offer at
any time. We cannot assure you, however, that the Offer will be extended, or, if
extended, for how long. See Sections 1 and 14.
HOW WILL YOU BE NOTIFIED IF COEUR EXTENDS THE OFFER?
If the Offer is extended, we will make a public announcement of the
extension no later than 12 noon, New York City time, and 5 p.m., London time, on
the first business day after the previously scheduled expiration of the Offer
period. See Section 14.
ARE THERE ANY CONDITIONS TO THE OFFER?
Yes. Our obligation to accept and pay for your tendered Debentures depends
upon a number of conditions, including:
- A minimum of $10,000,000 principal amount of Debentures shall have been
tendered in response to the Offer. However, we reserve the right to
accept less than the $10,000,000 minimum principal amount if we choose to
do so.
- No legal action shall have been threatened, pending or taken, that might
adversely affect the Offer.
- No one shall have proposed, announced or made a tender or exchange offer
(other than this Offer), merger, business combination or other similar
transaction involving us.
- No material change in our business, condition (financial or otherwise),
assets, income, operations, prospects or stock ownership shall have
occurred during the Offer.
For more information on conditions to the Offer, see Section 6.
HOW DO YOU TENDER YOUR DEBENTURES?
To tender your Debentures, prior to 12 noon, New York City time, 5 p.m.,
London time, on Thursday, June 8, 2000, unless the Offer is extended:
FOR REGISTERED DEBENTURES
- you must deliver your Debenture certificate(s) and a properly completed
and duly executed Letter of Transmittal to the Depositary at its New York
City address; or
- the Depositary must receive a confirmation of receipt of your Debentures
by book-entry transfer and a properly completed and duly executed Letter
of Transmittal or the other documents described in this Offer to
Purchase; or
- you must comply with the guaranteed delivery procedure outlined in
Section 3.
FOR BEARER DEBENTURES
- the Letter of Transmittal together with the Debentures must be properly
completed, executed and sent to the Depositary at its London address; or
ii
<PAGE> 5
- In the case of Debentures held through Euroclear or Clearstream, transmit
an electronic instruction to Euroclear or Clearstream in accordance with
their normal procedures instructing either Euroclear or Clearstream, as
the case may be, to tender Debentures on their behalf; or
- The direct accountholder in Euroclear or Clearsteam must deliver a Letter
of Transmittal to the Depositary and transmit instructions to Euroclear
or Clearstream, as the case may be, to block the tendered Debentures,
debit the accountholder's account in respect of Debentures accepted for
purchase as notified by the Depositary, and credit payment of the
purchase price, among other matters. See Section 3.
You may also contact the Information Agent in New York or London, the
Dealer Manager or your broker for assistance. Contact information for the
Information Agent and Dealer Manager is set forth on the back cover page of this
document. See Section 3 and the instructions to the related Letter of
Transmittal.
ONCE YOU HAVE TENDERED DEBENTURES IN THE OFFER, CAN YOU WITHDRAW YOUR TENDERED
DEBENTURES?
Yes. You, or, in the case of Bearer Debentures, the direct accountholder on
your behalf may withdraw your tendered Debentures at any time before, 12 noon,
New York City time, 5 p. m., London time, on Thursday, June 8, 2000, unless we
extend the Offer, in which case you can withdraw your Debentures until the
expiration of the Offer as extended. If we have not accepted for payment the
Debentures you have tendered to us, you may also withdraw your Debentures at any
time after 12 noon, New York City time, 5 p.m., London time, on July 5, 2000.
See Section 4.
HOW DO YOU WITHDRAW DEBENTURES YOU PREVIOUSLY TENDERED?
You must deliver on a timely basis a written, telegraphic or facsimile
notice of your withdrawal to the Depositary at the appropriate address appearing
on the back cover page of this document. Your notice of withdrawal must specify
your name, or the name of the direct accountholder in Euroclear or Clearstream
acting on your behalf, the principal amount of Debentures to be withdrawn and
the name of the registered holder of any Registered Debentures. Some additional
requirements apply if the certificates for Debentures to be withdrawn have been
delivered to the Depositary or if Debentures have been tendered under the
procedure for book-entry transfer set forth in Section 3. See Section 4.
IN WHAT ORDER WILL TENDERED DEBENTURES BE PURCHASED?
We will purchase Debentures from all holders who properly tender Debentures
at or below the purchase price selected by us, on a pro rata basis. Therefore,
all of the Debentures that you tender in the offer may not be purchased even if
they are tendered at or below the purchase price. See Section 1.
WHAT DO COEUR AND ITS BOARD OF DIRECTORS THINK OF THE OFFER?
Our Board of Directors has approved this Offer. However, neither we nor our
Board of Directors nor the Dealer Manager is making any recommendation whether
you should tender or refrain from tendering your Debentures or at what purchase
price you should choose to tender your Debentures. You must decide whether to
tender your Debentures and, if so, what amount of Debentures to tender and the
price or prices at which you will tender them. You should discuss whether to
tender your Debentures with your broker or other financial advisor. See Section
2.
WHEN WILL COEUR PAY YOU FOR THE DEBENTURES YOU TENDER?
We will pay the purchase price, in cash, plus accrued and unpaid interest
from June 10, 1999 up to, but not including, the date of payment, for the
Debentures we purchase as promptly as practicable after the expiration of the
Offer and the acceptance of the Debentures for payment. See Sections 1 and 5.
iii
<PAGE> 6
WILL YOU HAVE TO PAY BROKERAGE COMMISSIONS IF YOU TENDER YOUR DEBENTURES?
If you hold Registered Debentures and you tender your Debentures directly
to the Depositary, you will not incur any brokerage commission. If you hold your
Registered Debentures through a broker or bank, we urge you to consult your
broker or bank to determine whether transaction costs are applicable. Holders of
Bearer Debentures will not incur any brokerage commission when they tender
Debentures to the Depositary, but may incur transaction costs charged by direct
accountholders in Euroclear or Clearstream. See the Introduction and Section 3.
WHAT ARE THE UNITED STATES FEDERAL INCOME TAX CONSEQUENCES IF YOU TENDER YOUR
DEBENTURES?
Generally, you will be subject to United States federal income taxation
when you receive cash from us in exchange for the Debentures you tender. In
addition, the receipt of cash for your tendered Debentures will be treated
either as (1) a sale or exchange eligible for capital gains treatment or (2)
interest income subject to ordinary income tax rates. See Section 13.
WILL YOU HAVE TO PAY A TRANSFER TAX IF YOU TENDER YOUR DEBENTURES?
If you instruct the Depositary in the related Letter of Transmittal to make
the payment for the Registered Debentures to the registered holder, you will not
incur any transfer tax. You will not incur any transfer tax when tendering
Bearer Debentures. See Section 5.
WHOM DO YOU CONTACT IF YOU HAVE QUESTIONS ABOUT THE OFFER?
The Information Agent or Dealer Manager can help answer your questions. The
Information Agent is D.F. King & Co., Inc. in the U.S., and D.F. King (Europe)
in Europe, and the Dealer Manager is ABN AMRO Incorporated. Their contact
information is set forth on the back cover page of this Offer to Purchase.
iv
<PAGE> 7
TABLE OF CONTENTS
<TABLE>
<C> <S> <C>
FORWARD LOOKING STATEMENTS....................................... 1
INTRODUCTION..................................................... 2
THE OFFER........................................................ 3
1. Principal Amount of Debentures.............................. 3
2. Purpose of the Offer........................................ 5
3. Procedures for Tendering Debentures......................... 6
4. Withdrawal Rights........................................... 11
5. Purchase of Debentures and Payment of Purchase Price........ 12
6. Conditions of the Offer..................................... 13
7. Price Range of the Debentures and the Common Stock;
Information Regarding the Debentures........................ 15
8. Source and Amount of Funds.................................. 16
9. Certain Information Concerning Us........................... 16
10. Interests of Directors and Executive Officers; Transactions
and Arrangements Concerning the Debentures.................. 18
11. Effects of the Offer on the Market for Debentures........... 18
12. Certain Legal Matters; Regulatory Approvals................. 18
13. Certain United States Federal Income Tax Consequences....... 19
14. Extension of the Offer; Termination; Amendment.............. 20
15. Fees and Expenses........................................... 21
16. Miscellaneous............................................... 21
</TABLE>
FORWARD LOOKING STATEMENTS
This Offer to Purchase, the Introduction, Sections 2, 9 and 13 and
documents incorporated by reference contain statements that are not historical
facts and constitute projections, forecasts or forward-looking statements. These
statements may be identified by the use of forward-looking words or phrases such
as "believes," "expects," "anticipates," "intends," "plans," "estimates," "may"
and "should". These statements are not guarantees of performance. They are
inherently subject to known and unknown risks, uncertainties and assumptions
that could cause future results to differ materially from those expressed in
these statements. Our actual actions or results may differ materially from those
expected or anticipated in the forward-looking statements. Specific factors that
might cause such a difference, include, but are not limited to:
- the risks and hazards inherent in the mining business (including
environmental hazards, industrial accidents, weather or geologically
related conditions);
- changes in the market prices of gold and silver;
- the uncertainties inherent in our production, exploratory and
developmental activities, including risks relating to permitting and
regulatory delays;
- the uncertainties inherent in the estimation of gold and silver ore
reserves;
- changes that could result from our future acquisition of new mining
properties or businesses;
- the effects of environmental and other governmental regulations; and
- the risks inherent in the ownership or operation of investment in mining
properties or businesses in foreign countries.
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<PAGE> 8
We undertake no obligation to make any revision to the forward-looking
statements contained in this document or to update them to reflect events or
circumstances occurring after the date of this document.
TO THE HOLDERS OF OUR 6% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2002:
INTRODUCTION
Coeur d'Alene Mines Corporation, an Idaho corporation, invites the holders
of its 6% Convertible Subordinated Debentures due 2002 to tender their
Debentures for purchase by the Company. We are offering to purchase up to
$27,800,000 principal amount of the Debentures at a price not greater then $720
nor less than $640 per $1,000 principal amount of Debentures, plus accrued and
unpaid interest from June 10 ,1999 up to, but not including, the date of
payment.
We will select the lowest purchase price that will allow us to buy
approximately $27,800,000 principal amount of Debentures or such lesser amount
of Debentures as are properly tendered and not withdrawn. All Debentures
acquired in the Offer will be acquired at the same purchase price.
The Offer is being made upon the terms and subject to the conditions set
forth in this Offer to Purchase and in the related Letter of Transmittal which,
as they may be amended or supplemented from time to time, together constitute
the Offer.
Only Debentures properly tendered at prices at or below the purchase price
we select and not properly withdrawn will be purchased. However, because of the
proration provisions described in this Offer to Purchase, all of the Debentures
tendered at or below the purchase price will not be purchased if more than
$27,800,000 principal amount of Debentures are tendered. We will return
Debentures tendered at prices in excess of the purchase price that we determine
and Debentures we do not purchase because of proration as promptly as
practicable following the Expiration Date. See Section 3.
We reserve the right, in our sole discretion, to purchase more than
$27,800,000 principal amount of Debentures pursuant to the Offer, subject to
certain limitations and legal requirements. See Sections 1 and 14.
We shall not be obligated to purchase any Debentures if less than a minimum
of $10,000,000 principal amount of Debentures are tendered. However, we reserve
the right to purchase less than the $10,000,000 principal amount if we choose to
do so. The Offer is also subject to other conditions. See Section 6.
Our Board of Directors has approved this Offer. However, neither we nor our
Board of Directors nor the Dealer Manager is making any recommendation whether
you should tender or refrain from tendering your Debentures or at what purchase
price you should choose to tender your Debentures. You must make your own
decision whether to tender your Debentures and, if so, what amount of Debentures
to tender and the price or prices at which you will tender them. In deciding
whether to tender and at what purchase price, you should consider our reasons
for making this offer and other available information about us. See Section 2.
If at the expiration of the Offer, more than $27,800,000 principal amount
of Debentures (or such greater principal amount of Debentures as we may elect to
purchase) are properly tendered at or below the purchase price and not properly
withdrawn, we will buy Debentures on a pro rata basis from all holders of
Debentures who properly tender Debentures at or below the purchase price. See
Section 1.
The purchase price will be paid net to the tendering Debenture holder in
cash, plus accrued and unpaid interest from June 10, 1999 up to, but not
including the date of payment, for all Debentures purchased. Tendering Debenture
holders who hold Debentures registered in their own name and who tender their
Debentures directly to the Depositary will not be obligated to pay brokerage
commissions, solicitation fees or, subject to Instruction 7 of the Letter of
Transmittal (Registered Debentures), transfer taxes on our purchase of
Debentures in the offer. Owners of Registered Debentures holding their
Debentures through brokers or banks are urged to consult the brokers or banks to
determine whether transaction costs may apply if holders tender their Debentures
through the brokers or banks and not directly to the Depositary. Owners of
Bearer Debentures who tender through direct accountholders in Euroclear or
Clearstream should consult with such accountholders as to transaction costs.
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<PAGE> 9
Also, any tendering Debenture holder or other payee who fails to complete,
sign and return to the Depositary the Substitute Form W-9 that is included as
part of the Letter of Transmittal or Substitute Form W-8 (Non-United States
Holder) obtained from the Depositary may be subject to required United States
federal income tax backup withholding equal to 31% and 30%, respectively, of the
gross proceeds payable to the tendering Debenture holder or other payee pursuant
to the Offer. See Section 3.
We will pay the fees and expenses incurred in connection with the Offer by
ABN AMRO Incorporated, the Dealer Manager for this offer, The Bank of New York,
the Depositary for this offer, and D.F. King & Co., Inc., and D.F. King
(Europe), each the Information Agent for this Offer. See Section 15.
As of May 8, 2000, we had $35,334,000 principal amount of 6% Convertible
Subordinated Debentures due 2002 that were issued and outstanding. The
$27,800,000 principal amount of Debentures that we are offering to purchase
pursuant to the Offer represents approximately 79% of the outstanding 6%
Convertible Subordinated Debentures due 2002. The Debentures are traded in the
U.S. inter-dealer market. On May 8, 2000, the last full trading day before the
announcement of the offer, the last bid price of the Debentures in the
inter-dealer market, as a percent of par was 60 ($600 per $1,000 principal
amount of Debentures). The Debentures also are listed, but not regularly traded,
on the Luxembourg Stock Exchange, which posts a price for the Debentures not
more frequently than monthly. On March 31, 2000, the date of the last posting,
the price for the Debentures, as a percent of par was 58.
The Debentures are convertible into shares of our common stock, par value
$1.00 per share, at a conversion price of $25.57 per share. The shares of common
stock into which the $27,800,000 principal amount of Debentures that we are
offering to purchase pursuant to the offer represent approximately 3% of our
issued and outstanding common stock. The common stock is listed and traded on
the New York Stock Exchange under the symbol "CDE." On May 8, 2000, the last
full trading day before the announcement of the offer, the last reported sale
price of the common stock as reported on the New York Stock Exchange was
$ per share. Holders of Debentures are urged to obtain current market
quotations for the Debentures and the common stock. See Section 7.
THE OFFER
1. PRINCIPAL AMOUNT OF DEBENTURES.
Upon the terms and subject to the conditions of the Offer, we will purchase
$27,800,000 principal amount of our 6% Convertible Subordinated Debentures due
2002, or the lesser amount of Debentures that are properly tendered and not
properly withdrawn in accordance with Section 4 before the Expiration Date, as
defined below, at prices not greater than $720 nor less than $640 per $1,000
principal amount of Debentures, plus accrued and unpaid interest from June 10,
1999 up to, but not including the date of payment. Among other conditions, Coeur
is not obligated to purchase any Debentures if less than a minimum of
$10,000,000 principal amount of Debentures are tendered; provided, however, that
Coeur reserves the right to purchase less than the $10,000,000 minimum principal
amount if it chooses to do so.
The term "Expiration Date" means 12 noon, New York City time, and 5 p.m.,
London time, on Thursday, June 8, 2000. We may, in our sole discretion, extend
the period of time during which the offer will remain open. In the event of an
extension, the term "Expiration Date" will refer to the latest time and date at
which the Offer, as extended by us, will expire. See Section 14 for a
description of our right to extend, delay, terminate or amend the offer.
In accordance with the Letters of Transmittal, holders of Debentures
desiring to tender Debentures must either (1) specify that they are willing to
sell their Debentures to us at the price determined in the Offer, not less than
$640 nor more than $720 per $1,000 principal amount, or (2) specify the price,
not more than $720 nor less than $640 per $1,000 principal amount of Debentures,
at which they are willing to sell their Debentures to us in the Offer. As
promptly as practicable following the Expiration Date, we will, upon the terms
and subject to the conditions of the Offer, determine a single purchase price
per $1,000 principal amount of Debentures that we will pay for Debentures
properly tendered and not properly withdrawn pursuant
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<PAGE> 10
to the Offer, taking into account the amount of Debentures tendered and the
prices specified by tendering holders. We will select the lowest purchase price
that will allow us to buy $27,800,000 principal amount of Debentures or such
lesser amount of Debentures as are properly tendered and not withdrawn. All
Debentures purchased in the Offer will be purchased at the same purchase price.
Only Debentures properly tendered at prices at or below the purchase price
we determine and not properly withdrawn will be purchased. However, because of
the proration provisions, all of the Debentures tendered at or below the
purchase price may not be purchased if more than $27,800,000 principal amount of
Debentures is properly tendered. All Debentures tendered and not purchased
pursuant to the Offer, including Debentures tendered at prices in excess of the
purchase price we determine and Debentures not purchased because of proration,
will be returned to the tendering holders at our expense as promptly as
practicable following the Expiration Date.
We reserve the right to purchase more than $27,800,000 principal amount of
Debentures pursuant to the Offer. See Section 14.
In the event of an oversubscription of the Offer, Debentures tendered at or
below the purchase price before the Expiration Date will be subject to
proration. The proration period also expires on the Expiration Date.
If we (1) increase the price that may be paid for Debentures above $720 per
$1,000 principal amount of Debentures or decrease the price that may be paid for
Debentures below $640 per $1,000 principal amount of Debentures, (2) materially
increase the Dealer Manager's fee, (3) increase the amount of Debentures that we
may purchase in the offer by more than 2% of the outstanding Debentures, or (4)
decrease the minimum amount of Debentures that we may purchase in the Offer,
then the Offer must remain open for at least ten business days following the
date that notice of the increase or decrease is first published, sent or given
in the manner specified in Section 14.
We shall not be obligated to purchase any Debentures if less than a
$10,000,000 minimum principal amount of Debentures is tendered. However, we
reserve the right to purchase less than the $10,000,000 principal amount if we
choose to do so. The Offer also is subject to other conditions. See Section 6.
PRIORITY OF PURCHASES. If more than $27,800,000 principal amount (or a
greater principal amount of Debentures as we may elect to purchase) have been
properly tendered at prices at or below the purchase price selected by us and
not properly withdrawn before the Expiration Date, we will purchase properly
tendered Debentures on a pro rata basis. Therefore, all of the Debentures that a
Debenture holder tenders in the Offer may not be purchased even if they are
tendered at prices at or below the purchase price.
PRORATION. If proration of tendered Debentures is required, we will
determine the proration factor as promptly as practicable following the
Expiration Date. Proration for each holder tendering Debentures, will be based
on the ratio of the amount of Debentures tendered by the holder to the total
amount of Debentures tendered by all Debenture holders at or below the purchase
price we select. Because of the effort required to determine the amount of
Debentures properly tendered and not properly withdrawn, we do not expect that
we will be able to announce the final proration factor or commence payment for
any Debentures purchased pursuant to the offer until approximately seven
business days after the Expiration Date. The preliminary results of any
proration will be announced by press release as promptly as practicable after
the Expiration Date. After the Expiration Date, Debenture holders may obtain
preliminary proration information from the Information Agent and also may be
able to obtain the information from their brokers. The Letter of Transmittal
affords each tendering holder the opportunity to designate the order of priority
in which Debentures tendered are to be purchased in the event of proration.
OFFER TO PURCHASE AND LETTER OF TRANSMITTAL. This Offer to Purchase and
the relevant Letter of Transmittal will be mailed to record holders of the
Registered Debentures and will be furnished to brokers, banks and similar
persons whose names, or the names of whose nominees, appear on our Registered
Debenture holder list or, if applicable, who are listed as participants in a
clearing agency's security position listing for subsequent transmittal to
beneficial owners of Debentures.
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<PAGE> 11
Notices of the Offer will be given to holders of the Debentures by
publication in a leading daily newspaper of general circulation in New York City
and in London and, a daily newspaper of general circulation in Luxembourg or, if
publication in either London or Luxembourg is not practical, in Europe. We
expect to publish notices in The Wall Street Journal (Eastern Edition), the
Financial Times and the Luxemburger Wort. The Notices will include a summary of
the Offer and information necessary to obtain copies of this Offer of Purchase
and the Letters of Transmittal for Bearer Debentures, as well as Registered
Debentures.
2. PURPOSE OF THE OFFER.
The reasons that we are conducting our offer to purchase Debentures are to:
- reduce the Company's interest expense; and
- take advantage of Coeur's current liquidity and improve the capital
structure of our balance sheet by reducing our outstanding debt.
Our Board has approved the Offer. However, neither we nor our Board of
Directors nor the Dealer Manager makes any recommendation to Debenture holders
as to whether to tender or refrain from tendering their Debentures or as to the
purchase price at which holders should tender their Debentures, and none of them
have authorized any person to make any recommendation. Debenture holders are
urged to evaluate carefully all information in the Offer, consult with their own
investment and tax advisors and make their own decision whether to tender and,
if so, what amount of Debentures to tender and the price or prices at which to
tender them.
We currently have no plans, proposals or negotiations underway that relate
to or would result in:
- any extraordinary transaction, such as a merger, reorganization or
liquidation, involving us or any of our subsidiaries;
- any purchase, sale or transfer of an amount of our assets or any of our
subsidiaries' assets which is material to us and our subsidiaries, taken
as a whole;
- any material change in our present Board of Directors or management or
any plans or proposals to change the number of directors or to change any
material term of the employment contract of any executive officer;
- any material change in our present dividend policy of not paying cash
dividends on our common stock, our capitalization, corporate structure or
business;
- our common stock being delisted by the New York Stock Exchange;
- the acquisition or disposition by any person of our securities; or
- any changes in our charter, bylaws or other governing instruments or
other actions that could impede the acquisition of control of us.
Although we have no current plans to acquire additional Debentures other
than through the Offer, we may, in the future, purchase additional Debentures in
the open market, in private transactions, through tender offers or otherwise,
subject to the approval of our Board. Future purchases may be on the same terms
as this Offer or on terms that are more or less favorable to holders than the
terms of this Offer. However, Rule 13e-4 under the Exchange Act prohibits us and
our affiliates from purchasing any Debentures, other than pursuant to the Offer,
until at least ten business days after the Expiration Date. Any future purchases
by us will depend on many factors, including:
- the market price of the Debentures at that time;
- the results of this Offer;
- our business and financial position; and
- general economic and market conditions.
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<PAGE> 12
3. PROCEDURES FOR TENDERING DEBENTURES.
PROPER TENDER OF REGISTERED DEBENTURES.
For Registered Debentures to be tendered properly pursuant to the Offer:
(1) the certificates for the Debentures, or confirmation of receipt of the
Debentures pursuant to the procedure for book-entry transfer set forth
below, together with (a) a properly completed and duly executed Letter
of Transmittal (or a manually signed facsimile of the Letter of
Transmittal), including any required signature guarantees, (b) an
Agent's Message (as defined below) in the case of a book-entry transfer
or (c) the specific acknowledgement in the case of a tender through the
Automated Tender Offer Program (as described below) of the Book-Entry
Transfer Facility (as defined below), and any other documents required
by the Letter of Transmittal, must be received before 12 noon, New York
City time, 5 p.m., London time on the Expiration Date by the Depositary
at one of its addresses set forth on the back cover of this Offer to
Purchase; or
(2) the tendering Debenture holder must comply with the guaranteed delivery
procedure set forth below.
Debenture holders who hold Debentures through brokers or banks are urged to
consult the brokers or banks to determine whether transaction costs may apply if
their Debentures are tendered through the brokers or banks and not directly to
the Depositary.
SIGNATURE GUARANTEES AND METHOD OF DELIVERY. No signature guarantee is
required if:
(1) the Letter of Transmittal is signed by the registered holder of the
Registered Debentures (which term, for purposes of this Section 3, will
include any participant in The Depository Trust Company (the
"Book-Entry Transfer Facility") whose name appears on a security
position listing as the owner of the Debentures) tendered and the
holder has not completed either the box entitled "Special Delivery
Instructions" or the box entitled "Special Payment Instructions" on the
Letter of Transmittal; or
(2) Debentures are tendered for the account of a bank, broker, dealer,
credit union, savings association or other entity that is a member in
good standing of the Securities Transfer Agents Medallion Program or a
bank, broker, dealer, credit union, savings association or other entity
that is an "eligible guarantor institution," as the term is defined in
Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended
(each of the foregoing constitutes an "Eligible Institution"). See
Instruction 1 of the Letter of Transmittal.
If a certificate for a Debenture is registered in the name of a person
other than the person executing a Letter of Transmittal, or if payment is to be
made, or Debentures not purchased or tendered are to be issued, to a person
other than the registered holder, then the certificate must be endorsed or
accompanied by an appropriate power, in either case, signed exactly as the name
of the registered holder appears on the certificate, with the signature
guaranteed by an Eligible Institution.
In all cases, payment for Debentures tendered and accepted for payment
pursuant to the Offer will be made only after timely receipt by the Depositary
of certificates for the Debentures (or a timely confirmation of the book-entry
transfer of the Registered Debentures into the Depositary's account at the
Book-Entry Transfer Facility as described above), a properly completed and duly
executed Letter of Transmittal (or a manually signed facsimile of the Letter of
Transmittal), an Agent's Message in the case of a book-entry transfer or the
specific acknowledgment in the case of a tender through the Automated Tender
Offer Program of the Book-Entry Transfer Facility, and any other documents
required by the Letter of Transmittal.
The method of delivery of all documents, including certificates for
Debentures, the Letter of Transmittal and any other required documents, is at
the election and risk of the tendering holder. If delivery is by mail, we
recommend that holders use certified or registered mail with return receipt
requested, properly insured.
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<PAGE> 13
BOOK-ENTRY DELIVERY OF REGISTERED DEBENTURES. The Depositary will
establish an account with respect to the Debentures for purposes of the Offer at
the Book-Entry Transfer Facility within two business days after the date of this
Offer to Purchase, and any financial institution that is a participant in the
Book-Entry Transfer Facility's system may make book-entry delivery of the
Debentures by causing the Book-Entry Transfer Facility to transfer Debentures
into the Depositary's account in accordance with the Book-Entry Transfer
Facility's procedures for transfer. Although delivery of Debentures may be
effected through a book-entry transfer into the Depositary's account at the
Book-Entry Transfer Facility, either (1) a properly completed and duly executed
Letter of Transmittal (or a manually signed facsimile of the Letter of
Transmittal), with any required signature guarantees, an Agent's Message in the
case of a book-entry transfer or the specific acknowledgement in the case of a
tender through the Automated Tender Offer Program of the Book-Entry Transfer
Facility, and any other required documents must be transmitted to and received
by the Depositary at one of its addresses set forth on the back cover of this
Offer to Purchase before the Expiration Date, or (2) the guaranteed delivery
procedure described below must be followed. Delivery of the Letter of
Transmittal and any other required documents to the Book-Entry Transfer Facility
does not constitute delivery to the Depositary.
The term "Agent's Message" means a message transmitted by the Book-Entry
Transfer Facility to, and received by, the Depositary and forming a part of a
Book-Entry Confirmation, which states that the Book-Entry Transfer Facility has
received an express acknowledgement from the participant in the Book-Entry
Transfer Facility tendering Debentures that such participant has received and
agrees to be bound by the terms of the Letter of Transmittal and that we may
enforce such agreement against the participant.
Participants in the Book-Entry Transfer Facility may tender their
Debentures in accordance with the Automated Tender Offer Program to the extent
it is available to them for the Debentures they wish to tender. A holder
tendering through the Automated Tender Offer Program must expressly acknowledge
that the holder has received and agreed to be bound by the Letter of Transmittal
and that the Letter of Transmittal may be enforced against them.
GUARANTEED DELIVERY. If a holder desires to tender Registered Debentures
pursuant to the Offer and the holder's Debenture certificates are not
immediately available or cannot be delivered to the Depositary before the
Expiration Date (or the procedure for book-entry transfer of Registered
Debentures cannot be completed on a timely basis), or if time will not permit
all required documents to reach the Depositary before the Expiration Date, the
Debentures still may be tendered, if all of the following conditions are
satisfied:
(1) the tender is made by or through an Eligible Institution;
(2) the Depositary receives by hand, mail, overnight courier, telegram or
facsimile transmission, on or before the Expiration Date, a properly
completed and duly executed Notice of Guaranteed Delivery substantially
in the form we have provided with this Offer to Purchase, including
(where required) a signature guarantee by an Eligible Institution in
the form set forth in the Notice of Guaranteed Delivery; and
(3) the certificates for all tendered Debentures, in proper form for
transfer (or confirmation of book-entry transfer into the Depositary's
account at the Book-Entry Transfer Facility), together with a properly
completed and duly executed Letter of Transmittal (or a manually signed
facsimile of the Letter of Transmittal), including any required
signature guarantees, an Agent's Message in the case of a book-entry
transfer or the specific acknowledgement in the case of a tender
through the Automated Tender Offer Program of the Book-Entry Transfer
Facility, and any other documents required by the Letter of
Transmittal, are received by the Depositary within three business days
after the date of receipt by the Depositary of the Notice of Guaranteed
Delivery.
RETURN OF UNPURCHASED DEBENTURES. If any tendered Registered Debentures
are not purchased, or if less than all Debentures evidenced by a holder's
certificates are tendered, certificates for unpurchased Debentures will be
returned as promptly as practicable after the expiration or termination of the
Offer or, in the case of Debentures tendered by book-entry transfer at the
Book-Entry Transfer Facility, the Debentures
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<PAGE> 14
will be credited to the appropriate account maintained by the tendering holder
at the Book-Entry Transfer Facility, in each case without expense to the holder.
PROPER TENDER OF BEARER DEBENTURES
A holder of Bearer Debentures wishing to tender Debentures in the Offer,
must, at or before 5 p.m., London time, on the Expiration Date, comply with one
of the following procedures:
a) Deliver a duly completed Letter of Transmittal together with the
Debentures to the Depositary, at its London address set forth on the back cover
of this Offer to Purchase. Debentures purchased by Coeur in the Offer must
include all unmatured coupons.
b) In the case of Debentures held through Euroclear or Clearstream, a
holder wishing to tender Debentures must first arrange for an electronic
instruction to be sent Euroclear or Clearstream in accordance with their normal
procedures instructing either Euroclear or Clearstream, as the case may be, to
tender Debentures on their behalf.
c) Alternatively (in the case of Debentures held through Euroclear or
Clearstream) the direct accountholder in either Euroclear or Clearstream may
submit a Letter of Transmittal to the Depositary and simultaneously irrevocably
instruct Euroclear or Clearstream, as the case may be to:
1. block any attempt to transfer the tendered Debentures on or prior to the
payment date for the Debentures accepted for purchase by Coeur;
2. debit its account on the payment date in respect of all Debentures
tendered (or in respect of such lesser portion of such Debentures as
shall be accepted for purchase by Coeur), upon receipt of an instruction
by the Depositary to have such Debentures, including all unmatured
coupons, delivered to Citibank, N.A., the Trustee for the Debentures,
for cancellation (but subject to the automatic withdrawal of the
relevant portion of such irrevocable instructions in the event that the
Letter of Transmittal is withdrawn or revised by the direct
accountholder prior to 5 p.m., London time (12 noon, New York City
time), on the Expiration Date, in each case as notified to Euroclear or
Clearstream, as the case may be, by the Depositary on or before the
payment);
3. authorize Euroclear or Clearstream to disclose the name of the direct
accountholder and information about the foregoing instructions to the
Depositary; and
4. confirm that the direct accountholder is concurrently delivering a
Letter of Transmittal to the Depositary tendering Debentures for
purchase in the offer.
Any holder of Debentures tendering Debentures via this procedure must
ensure that the instructions transmitted through the Euroclear or
Clearstream accountholder can be allocated to the Offer to Purchase.
Holders must submit a separate set of instructions for each Letter of
Transmittal submitted, and the instructions so transmitted must cover
the entire aggregate principal amount of Debentures tendered pursuant to
such Letter of Transmittal, notwithstanding any reduction in the
aggregate principal amount of Debentures accepted as a result of
proration. To the extent that instructions cannot be reconciled with the
Offer to Purchase, the tender may be deemed not to have been properly
submitted.
Any Letter of Transmittal for a tender of the Debentures must be
completed by a direct accountholder in Euroclear or Clearstream through
which the Debentures are held. In the case of Debentures not held
through an account with Euroclear or Clearstream, a Debenture holder
wishing to tender Debentures in the Offer must first arrange to have the
Debentures held through this type of account, either in the name of the
Debenture holder or in the name of a bank or financial institution
acting on behalf of the Debenture holder. In addition, the direct
accountholder in Euroclear or Clearstream completing the Letter of
Transmittal must deliver to Euroclear or Clearstream, as the case may
be, by tested telex or according to their normal procedures,
(a) irrevocable instructions to (i) block any attempt to transfer the
Debentures on or prior to the payment date for the Debentures and
(ii) debit its account on the payment date in respect of all the
Debentures (or in respect of such lesser portion of
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<PAGE> 15
the Debentures as shall be accepted for exchange or purchase by Coeur),
upon receipt of an instruction by the Depositary (but subject to the
automatic withdrawal of the relevant portion of such irrevocable
instruction in the event that the Offer is terminated by Coeur or the
Letter of Transmittal is withdrawn or revised by the direct accountholder
prior to 5 p.m. London time, on the Expiration Date, in each case as
notified to Euroclear or Clearstream, as the case may be, by the
Depositary on or before the payment date), (b) an irrevocable
authorization to disclose the name of the direct accountholder and
information about the foregoing instructions and (c) a confirmation that
the direct accountholder is concurrently delivering a Letter of
Transmittal tendering the Debenture to the Depositary (all of the
foregoing being collectively referred to herein as "Debenture
Instructions"). Any Debenture holder tendering Debentures must ensure
that the Debenture Instructions transmitted through the Euroclear or
Clearstream accountholder can be allocated to its tender in the Offer. To
the extent that Debenture Instructions cannot be reconciled with the
tender, the tender will be deemed not to have been properly submitted.
Neither Coeur, the Dealer Manager, the Depositary nor the Information Agent
will be responsible for the communication of tenders by Debentures holders to
the direct accountholders in Euroclear or Clearstream through which they hold
Debentures or by such accountholders to the Depositary, Euroclear or
Clearstream.
Debenture holders will not be responsible for the payment of any fees or
commission to the Depositary, or the Dealer Manager. Debenture holders should,
however, consult with the direct accountholders in Euroclear or Clearstream as
to any transaction fees.
In no event should a Debenture holder tendering Debentures send a Letter of
Transmittal or Debentures to Coeur, the Dealer Manager or the Information Agent.
BOTH FORMS OF DEBENTURES.
SELECTION OF PURCHASE PRICE. In accordance with the Letters of
Transmittal, each Debenture holder desiring to tender Debentures pursuant to the
Offer must either (1) check the box in the section of the Letter of Transmittal
captioned "Debentures Tendered at Price Determined Pursuant to the Offer" or (2)
check one of the boxes in the section of the Letter of Transmittal captioned
"Debentures Tendered at Price Determined by Debenture Holder" indicating the
price at which Debentures are being tendered. A tender of Debentures will be
proper if and only if, one of these boxes is checked on the Letter of
Transmittal.
If tendering Debenture holders wish to maximize the chance that their
Debentures will be purchased, they should check the box in the section on the
Letter of Transmittal captioned "Debentures Tendered at Price Determined
Pursuant to the Offer." Note that this election could result in the tendered
Debentures being purchased at the minimum price of $640 per $1,000 principal
amount of Debentures.
If tendering Debenture holders wish to indicate a specific price at which
their Debentures are being tendered, they must check a box under the section
captioned "Price per $1,000 principal amount of Debentures at Which Debentures
Are Being Tendered." Tendering Debenture holders should be aware that this
election could mean that none of their Debentures will be purchased if they
check a box other than the box representing the lowest price. A Debenture holder
who wishes to tender Debentures at more than one price must complete separate
Letters of Transmittal for each price at which Debentures are being tendered.
The same Debentures cannot be tendered (unless previously properly withdrawn in
accordance with the terms of the offer) at more than one price.
DETERMINATION OF VALIDITY; REJECTION OF DEBENTURES; WAIVER OF DEFECTS; NO
OBLIGATION TO GIVE NOTICE OF DEFECTS. All questions as to the principal amount
of Debentures to be accepted, the purchase price to be paid for Debentures to be
accepted and the validity, form, eligibility (including time of receipt) and
acceptance for payment of any tender of Debentures will be determined by us, in
our sole discretion, and our determination will be final and binding on all
parties. We reserve the absolute right to reject any or all tenders of any
Debentures that we determine are not in proper form or the acceptance for
payment of or payment for which may, in the opinion of our counsel, be unlawful.
We also reserve the absolute right to waive any of the conditions of the Offer
or any defect or irregularity in any tender with respect to any particular
Debentures or
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<PAGE> 16
any particular holder, and our interpretation of the terms of the Offer will be
final and binding on all parties. No tender of Debentures will be deemed to have
been properly made until all defects or irregularities have been cured by the
tendering holder or waived by us. We will not, and none of the Dealer Manager,
the Depositary, the Information Agent or any other person, will be obligated to
give notice of any defects or irregularities in tenders, nor will any of them
incur any liability for failure to give any notice.
TENDERING DEBENTURE HOLDER'S REPRESENTATION AND WARRANTY; OUR ACCEPTANCE
CONSTITUTES AN AGREEMENT. A tender of Debentures pursuant to any of the
procedures described above will constitute the tendering holder's acceptance of
the terms and conditions of the Offer, as well as the tendering holder's
representation and warranty to us that (1) the holder has a "net long position,"
within the meaning of Rule 14e-4 promulgated by the SEC under the Exchange Act,
in the Debentures at least equal to the amount of Debentures being tendered, and
(2) the tender of Debentures complies with Rule 14e-4. It is a violation of Rule
14e-4 for a person, directly or indirectly, to tender Debentures for that
person's own account unless, at the time of tender and at the end of the
proration period or period during which Debentures are accepted by lot
(including any extensions thereof), the person so tendering (1) has a net long
position equal to or greater than the amount of Debentures tendered and (2) will
deliver or cause to be delivered the Debentures in accordance with the terms of
the Offer. Rule 14e-4 provides a similar restriction applicable to the tender or
guarantee of a tender on behalf of another person. Our acceptance for payment of
Debentures tendered pursuant to the Offer will constitute a binding agreement
between the tendering holder and us on the terms and conditions of the Offer.
UNITED STATES FEDERAL INCOME TAX BACKUP WITHHOLDING. Under the United
States federal income tax backup withholding rules, unless an exemption applies
under the applicable law and regulations, 31% of the gross proceeds payable to a
Debenture holder or other payee pursuant to the offer must be withheld and
remitted to the United States Internal Revenue Service ("IRS"), unless the
holder or other payee provides his or her taxpayer identification number
(employer identification number or social security number) to the Depositary (as
payor) and certifies under penalties of perjury that the number is correct.
Therefore, each tendering holder should complete and sign the Substitute Form
W-9 included as part of the Letter of Transmittal so as to provide the
information and certification necessary to avoid backup withholding unless the
holder otherwise establishes to the satisfaction of the Depositary that the
holder is not subject to backup withholding. If the United States Holder does
not provide the Depositary with the correct taxpayer identification number, the
United States Holder (as defined in Section 13) may be subject to penalties
imposed by the IRS. If withholding results in an overpayment of taxes, a refund
may be obtained from the IRS in accordance with its refund procedures. Certain
"exempt recipients" (including, among others, all corporations and certain
Non-United States Holders (as defined in Section 13)) are not subject to these
backup withholding and information reporting requirements.
In order for a Non-United States Holder to qualify as an exempt recipient,
that holder must submit an IRS Form W-8 or a Substitute Form W-8, signed under
penalties of perjury, attesting to that holder's exempt status. These statements
can be obtained from the Depositary. See Instruction 13 of the Letter of
Transmittal.
To prevent United States federal income tax backup withholding equal to 31%
of the gross payments made to holders for Debentures purchased pursuant to the
Offer, each holder who does not otherwise establish an exemption from the backup
withholding must provide the Depositary with the holder's correct taxpayer
identification number and provide other information by completing the Substitute
Form W-9 included as part of the Letter of Transmittal.
WITHHOLDING FOR NON-UNITED STATES HOLDERS. Even if a Non-United States
Holder has provided the required certification to avoid backup withholding, the
Depositary will withhold United States federal income taxes equal to 30% of the
gross payments payable to a Non-United States Holder or his agent unless the
Depositary determines that a reduced rate of withholding is available under a
tax treaty or that an exemption from withholding is applicable because the gross
proceeds are effectively connected with the conduct of a trade or business
within the United States. To obtain a reduced rate of withholding under a tax
treaty, a Non-United States Holder must deliver to the Depositary before the
payment a properly completed and executed IRS Form 1001. To obtain an exemption
from withholding on the grounds that the gross proceeds paid
10
<PAGE> 17
pursuant to the offer are effectively connected with the conduct of a trade or
business within the United States, a Non-United States Holder must deliver to
the Depositary a properly completed and executed IRS Form 4224. A Non-United
States Holder that qualifies for an exemption from withholding by delivering IRS
Form 4224 will generally be required to file a United States federal income tax
return and will be subject to United States federal income tax on income derived
from the sale of Debentures pursuant to the Offer in the manner and to the
extent described in Section 13 as if it were a United States Holder. The
Depositary will determine a holder's status as a Non-United States Holder and
eligibility for a reduced rate of, or exemption from, withholding by reference
to any outstanding certificates or statements concerning eligibility for a
reduced rate of, or exemption from, withholding (e.g., IRS Form 1001 or IRS Form
4224) unless facts and circumstances indicate that reliance is not warranted. A
Non-United States Holder may be eligible to obtain a refund of all or a portion
of any tax withheld if the Non-United States Holder meets those tests described
in Section 13 that would characterize the transaction as giving rise to a
capital gain as opposed to interest income or is otherwise able to establish
that no tax or a reduced amount of tax is due.
Non-United States Holders are urged to consult their tax advisors regarding
the application of United States federal income tax withholding, including
eligibility for a withholding tax reduction or exemption, and the refund
procedure.
DELIVERY OF DEBENTURE CERTIFICATES. Certificates for Debentures, together
with a properly completed Letter of Transmittal and any other documents required
by the Letter of Transmittal, must be delivered to the Depositary and not to us.
Any documents delivered to us will not be forwarded to the Depositary and will
not be deemed to be properly tendered.
4. WITHDRAWAL RIGHTS.
Debentures tendered pursuant to the Offer may be withdrawn at any time
before the Expiration Date and, unless already accepted for payment by us
pursuant to the Offer, may also be withdrawn at any time after 12 noon, New York
City time, and 5 p.m., London time on Thursday, June 8, 2000. Except as
otherwise provided in this Section 4, tenders of Debentures pursuant to the
Offer are irrevocable.
For a withdrawal to be effective, a notice of withdrawal must be in
written, telegraphic, telex or facsimile transmission form and must be received
in a timely manner by the Depositary at one of its addresses set forth on the
back cover of this Offer to Purchase. Any notice of withdrawal must specify the
name of the tendering holder, the amount of Debentures to be withdrawn and the
name of the registered holder of the Debentures if different from that of the
person who tendered the Debentures. If the certificates for Debentures to be
withdrawn have been delivered or otherwise identified to the Depositary, then,
before the release of the certificates, the tendering holder must also submit
the serial numbers shown on the particular certificates for Debentures to be
withdrawn and the signature(s) on the notice of withdrawal must be guaranteed by
an Eligible Institution (except in the case of Debentures tendered for the
account of an Eligible Institution). If Registered Debentures have been tendered
pursuant to the procedure for book-entry transfer described in Section 3, the
notice of withdrawal also must specify the name and the number of the account at
the Book-Entry Transfer Facility to be credited with the withdrawn Debentures
and must otherwise comply with the Book-Entry Transfer Facility's procedures.
All questions as to the form and validity, including the time of receipt,
of any notice of withdrawal will be determined by us, in our sole discretion,
which determination will be final and binding on all parties. Neither we nor
none of the Dealer Manager, the Depositary, the Information Agent or any other
person will be obligated to give notice of any defects or irregularities in any
notice of withdrawal, nor will any of them incur liability for failure to give
any notice.
Withdrawals may not be rescinded, and any Debentures properly withdrawn
will be deemed not properly tendered for purposes of the Offer. However,
withdrawn Debentures may be re-tendered before the Expiration Date by again
following one of the procedures described in Section 3.
If we extend the Offer, are delayed in our purchase of Debentures or are
unable to purchase Debentures pursuant to the Offer for any reason, then,
without prejudice to our rights under the Offer, the Depositary may,
11
<PAGE> 18
subject to applicable law, retain tendered Debentures on our behalf, and the
Debentures may not be withdrawn except to the extent tendering holders are
entitled to withdrawal rights as described in this Section 4. Our reservation of
the right to delay payment for Debentures that we have accepted for payment is
limited by Rule 13e-4(f)(5) under the Exchange Act, which requires that we must
pay the consideration offered or return the Debentures tendered promptly after
termination or withdrawal of a tender offer.
5. PURCHASE OF DEBENTURES AND PAYMENT OF PURCHASE PRICE.
As promptly as practicable following the Expiration Date, we (1) will
determine a single purchase price per $1,000 principal amount of Debentures we
will pay for the Debentures properly tendered and not properly withdrawn before
the Expiration Date, taking into account the principal amount of Debentures
tendered and the prices specified by tendering holders, and (2) will accept for
payment and pay for (and thereby purchase) up to $27,800,000 principal amount of
Debentures properly tendered at prices at or below the purchase price and not
properly withdrawn before the Expiration Date. For purposes of the Offer, we
will be deemed to have accepted for payment (and therefore purchased), subject
to the proration provisions of this Offer, Debentures that are properly tendered
at or below the purchase price selected by us and not properly withdrawn only
when, as and if we give oral or written notice to the Depositary of its
acceptance of the Debentures for payment pursuant to the Offer.
We will accept for payment and pay the purchase price for all of the
Debentures accepted for payment pursuant to the Offer as soon as practicable
after the Expiration Date. In all cases, payment for Debentures tendered and
accepted for payment pursuant to the Offer will be made promptly, subject to
possible delay in the event of proration, but only after timely receipt by the
Depositary of certificates for Debentures, or of a timely Book-Entry
Confirmation of Debentures into the Depositary's account at the Book-Entry
Transfer Facility (Registered Debentures), and a properly completed and duly
executed Letter of Transmittal (or manually signed facsimile of the Letter of
Transmittal), an Agent's Message in the case of a book-entry transfer or the
specific acknowledgement in the case of a tender through the Automated Tender
Offer Program of the Book-Entry Transfer Facility, and any other required
documents.
We will pay for Debentures purchased pursuant to the Offer by depositing
the aggregate purchase price, plus accrued and unpaid interest from June 10,
1999 up to, but not including, the date of payment, for the Debentures with the
Depositary, which will act as agent for tendering holders for the purpose of
receiving payment from us and transmitting payment to the tendering holders.
In the event of proration, we will determine the proration factor and pay
for those tendered Debentures accepted for payment as soon as practicable after
the Expiration Date. However, we do not expect to be able to announce the final
results of any proration and commence payment for Debentures purchased until
approximately seven business days after the Expiration Date. Certificates for
all Debentures tendered and not purchased, including all Debentures tendered at
prices in excess of the purchase price and Debentures not purchased due to
proration or conditional tenders, will be returned or, in the case of Debentures
tendered by book-entry transfer, will be credited to the account maintained with
the Book-Entry Transfer Facility by the participant who delivered the
Debentures, to the tendering holder at our expense as promptly as practicable
after the Expiration Date or termination of the offer without expense to the
tendering holders. Except for accrued and unpaid interest on the Debentures from
June 10, 1999 up to, but not including the date of payment, we will pay no
interest on the purchase price, including but not limited to, by reason of any
delay in making payment. In addition, if certain events occur, we may not be
obligated to purchase Debentures pursuant to the offer. See Section 6.
We will pay all transfer taxes, if any, payable on the transfer to us of
Debentures purchased pursuant to the Offer. If, however, payment of the purchase
price is to be made to, or (in the circumstances permitted by the Offer) if
unpurchased Registered Debentures are to be registered in the name of, any
person other than the registered holder, or if tendered certificates are
registered in the name of any person other than the person signing the Letter of
Transmittal, the amount of all transfer taxes, if any (whether imposed on the
registered holder or the other person), payable on account of the transfer to
the person will be deducted from the
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<PAGE> 19
purchase price unless satisfactory evidence of the payment of the transfer
taxes, or exemption from payment of the transfer taxes, is submitted. See
Instruction 7 of the Letter of Transmittal.
Any tendering holder or other payee who fails to complete fully, sign and
return to the Depositary the Substitute Form W-9 or Substitute Form W-8 included
with the relevant Letter of Transmittal may be subject to required United States
federal income tax backup withholding of 31% or 30%, respectively, of the gross
proceeds paid to the holder or other payee pursuant to the offer. See Section 3.
Also see Section 3 regarding United States federal income tax consequences for
Non-United States holders.
6. CONDITIONS OF THE OFFER.
Notwithstanding any other provision of the Offer, we may terminate or amend
the Offer or may postpone the acceptance for payment of, or the purchase of and
the payment for Debentures tendered, subject to the rules under the Exchange
Act, if at any time on or after May 9, 2000 and before the Expiration Date any
of the following events have occurred (or have been determined by us to have
occurred) that, in our sole judgment and regardless of the circumstances giving
rise to the event or events (including any action or omission to act by us),
makes it inadvisable to proceed with the Offer or with acceptance for payment:
- there has been threatened, instituted or pending any action, suit or
proceeding by any government or governmental, regulatory or
administrative agency, authority or tribunal or by any other person,
domestic, foreign or supranational, before any court, authority, agency
or other tribunal that directly or indirectly:
(1) challenges or seeks to make illegal, or to delay or otherwise
directly or indirectly to restrain, prohibit or otherwise affect the making
of the Offer, the acquisition of some or all of the Debentures pursuant to
the Offer or otherwise relates in any manner to the Offer; or
(2) in our reasonable judgment, could materially and adversely affect
our and our subsidiaries' business, condition (financial or otherwise),
income, operations or prospects, taken as a whole, or otherwise materially
impair in any way the contemplated future conduct of our business or any of
our subsidiaries' business or materially impair the contemplated benefits
of the Offer to us;
- there has been any action threatened, instituted, pending or taken,
including any settlement, or any approval withheld, or any statute, rule,
regulation, judgment, order or injunction threatened, invoked, proposed,
sought, promulgated, enacted, entered, amended, enforced or deemed to be
applicable to the Offer or us or any of our subsidiaries, including any
settlement, by any court, government or governmental, regulatory or
administrative authority, agency or tribunal, domestic, foreign or
supranational, that, in our reasonable judgment, could directly or
indirectly:
(1) make the acceptance for payment of, or payment for, some or all of
the Debentures illegal or otherwise restrict or prohibit consummation of
the Offer;
(2) delay or restrict our ability, or render us unable, to accept for
payment or pay for some or all of the Debentures;
(3) materially impair the contemplated benefits of the Offer to us; or
(4) materially and adversely affect our and our subsidiaries'
business, condition (financial or otherwise), income, operations or
prospects, taken as a whole, or otherwise materially impair in any way the
contemplated future conduct of our or any of our subsidiaries' business;
- there has occurred any of the following:
(1) any general suspension of trading in, or limitation on prices for,
securities on any United States national securities exchange or in the
over-the-counter market;
(2) the declaration of a banking moratorium or any suspension of
payments in respect of banks in the United States, whether or not
mandatory;
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<PAGE> 20
(3) the commencement of a war, armed hostilities or other
international or national calamity directly or indirectly involving the
United States;
(4) any limitation, whether or not mandatory, by any governmental,
regulatory or administrative agency or authority on, or any event that, in
our reasonable judgment, could materially affect, the extension of credit
by banks or other lending institutions in the United States;
(5) any significant decrease in the market price of our common stock
or in the market prices of equity securities generally in the United States
or any changes in the general political, market, economic or financial
conditions in the United States or abroad that could have, in our
reasonable judgment, a material adverse effect on our and our subsidiaries'
business, condition (financial or otherwise), income, operations or
prospects, taken as a whole, or on the trading in the shares of our common
stock or on the benefits of the Offer to us;
(6) in the case of any of the foregoing existing at the time of the
commencement of the Offer, a material acceleration or worsening thereof; or
(7) any decline in the New York Stock Exchange Composite Index by an
amount in excess of 10% measured from the close of business on May 9, 2000.
- a tender or exchange offer for any or all of the Debentures (other than
this Offer), or any merger, acquisition proposal, business combination or
other similar transaction with or involving us or any subsidiary, has
been proposed, announced or made by any person or has been publicly
disclosed;
- we learn that:
(1) any entity, "group" (as that term is used in Section 13(d)(3) of
the Exchange Act) or person has acquired or proposes to acquire beneficial
ownership of more than 5% of our outstanding shares of common stock,
whether through the acquisition of stock, the formation of a group, the
grant of any option or right, or otherwise (other than as and to the extent
disclosed in a Schedule 13D or Schedule 13G filed with the SEC on or before
June 8, 2000); or
(2) any entity, group or person who has filed a Schedule 13D or
Schedule 13G with the SEC on or before June 8, 2000 has acquired or
proposes to acquire, whether through the acquisition of stock, the
formation of a group, the grant of any option or right, or otherwise,
beneficial ownership of an additional 2% or more of our outstanding shares
of common stock.
- any person, entity or group has filed a Notification and Report Form
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, reflecting an intent to acquire us or any of our shares of
common stock, or has made a public announcement reflecting an intent to
acquire us or any of our subsidiaries or any of our respective assets or
securities; or
- any change or changes have occurred or are threatened in our or our
subsidiaries' business, condition (financial or otherwise), assets,
income, operations, prospects or stock ownership that, in our reasonable
judgment, is or may be material to us or our subsidiaries.
The conditions referred to above are for our sole benefit and may be
asserted by us regardless of the circumstances (including any action or omission
to act by us) giving rise to any condition, and may be waived by us, in whole or
in part, at any time and from time to time in our sole discretion. Our failure
at any time to exercise any of the foregoing rights will not be deemed a waiver
of any right, and each such right will be deemed an ongoing right that may be
asserted at any time and from time to time. In certain circumstances, if we
waive any of the conditions described above, we may be required to extend the
Expiration Date. Any determination by us concerning the events described above
will be final and binding on all parties.
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<PAGE> 21
7. PRICE RANGE OF THE DEBENTURES AND THE COMMON STOCK; INFORMATION REGARDING
THE DEBENTURES.
The Debentures are traded in the U.S. inter-dealer market. The following
table sets forth, for the periods indicated, the high and low bid prices of the
Debentures in the U.S. inter-dealer as a percent of par:
<TABLE>
<CAPTION>
HIGH LOW
---- ---
<S> <C> <C>
1998
First quarter............................................. 80 70
Second quarter............................................ 80 60
Third quarter............................................. 62 51
Fourth quarter............................................ 60 57
1999
First quarter............................................. 65 60
Second quarter............................................ 66 61
Third quarter............................................. 66 62
Fourth quarter............................................ 66 61
2000
First quarter............................................. 66 62
Second quarter (through
May 8, 2000)........................................... 64 60
</TABLE>
The last bid price of the Debentures in the U.S. inter-dealer market on May
8, 2000, as a percent of par was 60.
The Debentures are not actively traded in the U.S. The Debentures are
listed, but not regularly traded, on the Luxembourg Stock Exchange, which posts
a price for the Debentures not more frequently than monthly. On March 31, 2000,
the date of the last posting, the price as a percent of par was $58.
Our common stock is listed for trading on the New York Stock Exchange under
the symbol "CDE". The following table sets forth, for the periods indicated, the
high and low closing sale prices per share as reported by the New York Stock
Exchange. We have not paid any cash dividends on our common stock since 1996.
<TABLE>
<CAPTION>
HIGH LOW
-------- -------
<S> <C> <C>
1998
First quarter............................................. $13.0000 $8.0000
Second quarter............................................ 13.5000 6.3750
Third quarter............................................. 7.8750 4.0625
Fourth quarter............................................ 7.4375 4.1250
1999
First quarter............................................. 6.0000 3.8750
Second quarter............................................ 5.0000 3.7500
Third quarter............................................. 5.0625 4.0000
Fourth quarter............................................ 5.2500 3.1250
2000
First quarter............................................. 4.1250 2.8750
Second quarter (through May 8, 2000)...................... 3.8750 2.4375
</TABLE>
On May 8, 2000, the last full trading day before the announcement of the
offer, the last reported sale price of the shares of common stock as reported on
the New York Stock Exchange was $3.875 per share.
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<PAGE> 22
The following sets forth information regarding the Debentures:
Debentures Outstanding..... $35,334,000 principal amount at May 9, 2000.
Interest Payment Dates..... Annually on June 10.
Conversion Price........... Convertible into common stock prior to maturity,
unless previously redeemed, at a conversion rate
of approximately 39 shares of common stock for
each $1,000 principal amount (equivalent to a
conversion price of $25.57 per share of common
stock), subject to adjustment under certain
circumstances.
Redemption................. Redeemable, in whole or in part, at the option of
the Company, at 100% of principal amount,
together with accrued interest.
Sinking Fund............... None.
Indenture.................. The Indenture under which the Debentures were
issued is between the Company and Citibank,
N.,A., as trustee, and was entered into as of
June 10, 1987.
Subordination.............. Subordinated to all future and existing senior
indebtedness (as defined in the Indenture), none
of which was outstanding at March 31, 2000.
8. SOURCE AND AMOUNT OF FUNDS.
Assuming we purchase $27,800,000 principal amount of Debentures pursuant to
the offer at the maximum specified purchase price of $720 per $1,000 principal
amount of Debentures, we expect the maximum aggregate cost, including all fees
and expenses applicable to the offer, will be approximately $20,950,000. At
March 31, 2000, our available cash and cash equivalents amounted to
approximately $80.9 million from which we will cover the purchase price and
related costs.
9. CERTAIN INFORMATION CONCERNING COEUR.
GENERAL. We are engaged through our subsidiaries in the operation and/or
ownership, development and exploration of silver and gold mining properties and
companies located primarily within the United States (Nevada, Idaho and Alaska),
Western Australia and South America (Bolivia and Chile).
Our most significant mining properties and interests are:
- The Rochester Mine is a silver and gold surface mining operation located
in northwestern Nevada and is 100% owned and operated by us. It is one of
the largest and lowest cost of production primary silver mines in the
United States. During 1999, we acquired the mineral rights to the Nevada
Packard property which is located two miles south of the Rochester mine;
- We own 100% of the capital stock of Coeur Silver Valley, Inc. ("Silver
Valley"), which owns and operates the Galena underground silver mine that
resumed production in May 1997, and also owns the Coeur underground
silver mine that discontinued operations on July 2, 1998. In addition,
Silver Valley owns the Caladay property that adjoins the Galena mine, and
has operating control of several contiguous exploration properties in the
Coeur d'Alene Silver Mining District of Idaho;
- The Fachinal Mine is an open pit and underground gold and silver mine
which is wholly-owned and operated by Coeur and located in southern
Chile, South America;
- The Petorca Mine is an underground gold and silver mine which is
wholly-owned and operated by us and is located in central Chile, South
America;
- We own 50% of the capital stock of Gasgoyne Gold Mines NL, an Australian
gold mining company, which owns 50% of the Yilgarn Star Mine, and certain
other exploration-stage properties. The Yilgarn Star mine is an
underground gold mine located in Western Australia;
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<PAGE> 23
- The Kensington Property, located north of Juneau, Alaska is 100% owned
and operated by us and is being developed as an underground gold mine. An
independently prepared optimization study completed in late 1998
estimated cash operating costs of $190 per ounce of gold and estimated
capital costs to develop the mine of $192 million;
- Empressa Minera Manquiri S.A., a Bolivian company, is a wholly-owned
subsidiary that controls the mining rights for the San Bartolome silver
project. San Bartolome is an early stage silver development property in
Bolivia; and
- We own approximately 3.5% of the outstanding shares of Pan American
Silver Corporation, a publicly traded, British Columbia corporation that
is engaged in silver mining and exploration, and Coeur owns 100% of NPMC,
Inc., a Delaware corporation that owns a 20% net profit royalty interest
in the Quiruvilca Silver mine in Peru.
We also have interests in other properties which are the subject of silver
or gold exploration activities at which no mineable ore reserves have yet been
delineated.
We have incurred net losses from continuing operations in each of the last
five fiscal years and in the first quarter of the current fiscal year. Such net
losses from continuing operations amounted to $1.3 million in the year ended
December 31, 1995, $54.6 million in the year ended December 31, 1996, $14.1
million in the year ended December 31, 1997, $246.4 million in the year ended
December 31, 1998, $32.3 million in the year ended December 31, 1999 and $9.8
million in the quarter ended March 31, 2000. Although the Company had $144.0
million of working capital at March 31, 2000, its total long-term liabilities,
including liability under the Debentures, as of that date amounted to $263.1
million. The Company's net worth (total assets minus total liabilities) at March
31, 2000 amounted to $54.3 million.
We are headquartered at 505 First Ave., P.O. Box "I", Coeur d'Alene, Idaho
83816. Our telephone number is (208) 667-3511.
WHERE YOU CAN FIND MORE INFORMATION. We are subject to the informational
filing requirements of the Exchange Act, and, accordingly, are obligated to file
reports, statements and other information with the SEC relating to our business,
financial condition and other matters. Information, as of particular dates,
concerning our directors and officers, their remuneration, options granted to
them, the principal holders of our securities and any material interest of these
persons in transactions with us is required to be disclosed in proxy statements
distributed to our shareholders and filed with the SEC. We also have filed an
Issuer Tender Offer Statement on Schedule TO with the SEC that includes
additional information relating to the Offer. These reports, statements and
other information can be inspected and copied at the public reference facilities
maintained by the SEC at 450 Fifth Street, N.W., Room 1024, Washington, D.C.
20549; and at its regional offices located at 500 West Madison Street, Suite
1400, Chicago, Illinois 60661 and 7 World Trade Center, 13th Floor, New York,
New York 10048. Copies of this material may also be obtained by mail, upon
payment of the SEC's customary charges, from the Public Reference Section of the
SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. Such
reports, proxy statements and other documents also can be inspected at the
offices of the New York Stock Exchange, 20 Broad Street, New York, N.Y. 10005.
The SEC also maintains a web site on the Internet at http://www.sec.gov that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the SEC.
INCORPORATION BY REFERENCE. The rules of the SEC allow us to "incorporate
by reference" information into this document, which means that we can disclose
important information to you by referring you to another document filed
separately with the SEC. Accordingly, we incorporate by reference our Annual
Report on Form 10-K for the year ended December 31, 1999 (SEC File No. 1-8641).
The document contains important information about us.
We also incorporate by reference any additional documents that we may file
with the SEC between the date of this Offer and the date of expiration of
withdrawal rights. Those documents include periodic reports, such as quarterly
reports on Form 10-Q and current reports on Form 8-K.
17
<PAGE> 24
You can obtain any of the documents incorporated by reference in this
document from us or from the SEC's web site. Documents incorporated by reference
are available from us without charge, excluding any exhibits to those documents.
You can obtain documents incorporated by reference in this Offer to Purchase by
requesting them in writing or by telephone from us at 505 Front Ave., P.O. Box
"I", Coeur d'Alene, Idaho 83816, telephone: (208) 667-3511. Please be sure to
include your complete name and address in your request. If you request any
incorporated documents, we will mail them to you by first class mail, or another
equally prompt means, within one business day after we receive your request.
10. INTERESTS OF DIRECTORS AND EXECUTIVE OFFICERS; TRANSACTIONS AND
ARRANGEMENTS CONCERNING THE DEBENTURES.
We have not effected any transactions involving the Debentures during the
60 days prior to May 9, 2000, other than the purchase of $248,000 principal
amount of the Debentures on March 27, 2000 for $158,720.
To our knowledge, none of our directors or executive officers owned any
Debentures as of May 9, 2000. Furthermore, we are not aware of any transactions
involving Debentures during the 60 days prior to May 9, 2000, to which any of
our directors or executive officers was a party.
As of March 17, 2000, which was the record date for determining
shareholders entitled to notice of and to vote at our Annual Meeting of
Shareholders to be held on May 9, 2000, all of our directors and executive
officers as a group (17 persons) beneficially owned approximately 356,000 shares
of our common stock, which constituted less than 1% of the 37,050,068 shares of
our common stock that were outstanding on that date.
Except as otherwise described in this Offer to Purchase or in our Annual
Report on Form 10-K for the year ended December 31, 1999 incorporated herein by
reference (including our Proxy Statement dated March 31, 2000 incorporated
therein by reference), neither we nor, to the best of our knowledge, any of our
affiliates, directors or executive officers, is a party to any contract,
arrangement, understanding or relationship with any other person relating,
directly or indirectly, to the Offer or with respect to any of our securities,
including, but not limited to, any contract, arrangement, understanding or
relationship concerning the transfer or the voting of the securities, joint
ventures, loan or option arrangements, puts or calls, guaranties of loans,
guaranties against loss or the giving or withholding of proxies, consents or
authorizations.
11. EFFECTS OF THE OFFER ON THE MARKET FOR THE DEBENTURES.
Our purchase of Debentures pursuant to the Offer will reduce the amount of
Debentures that might otherwise trade publicly as well as the number of holders.
If we purchase $27,800,000 principal amount of Debentures pursuant to the Offer,
there will remain outstanding only $7,534,000 principal amount of outstanding
Debentures, which can be expected to adversely affect the liquidity of the
market for such Debentures.
12. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS.
We are not aware of any license or regulatory permit material to our
business that might be adversely affected by our acquisition of Debentures as
contemplated in this Offer or of any approval or other action by any government
or governmental, administrative or regulatory authority or agency, domestic,
foreign or supranational, that would be required for our acquisition or
ownership of Debentures as contemplated by this offer. Should any approval or
other action be required, we currently contemplate that we will seek that
approval or other action. We cannot predict whether we will be required to delay
the acceptance for payment of or payment for Debentures tendered pursuant to the
Offer pending the outcome of any such matter. There can be no assurance that any
approval or other action, if needed, would be obtained or would be obtained
without substantial conditions or that the failure to obtain the approval or
other action might not result in adverse consequences to our business. Our
obligations under the offer to accept for payment and pay for Debentures are
subject to conditions. See Section 7.
18
<PAGE> 25
13. CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES.
The following summary is a general description of certain United States
federal income tax consequences applicable under current law to the sale of
Debentures pursuant to this offer. This summary describes the tax consequences
to a holder of Debentures that is a "United States Holder" (which, for the
purpose of this discussion, means a beneficial owner ("Owner") of a Debenture
that is for United States federal income tax purposes (a) a citizen or resident
of the United States, (b) a corporation, partnership or other entity created or
organized in or under the laws of the United States or of any political
subdivision thereof or (c) an estate or trust described in Section 7701(a)(30)
of the Internal Revenue Code of 1986, as amended (the "Code")). This discussion
does not deal with special classes of owners, such as dealers in securities or
currencies, banks, financial institutions, insurance companies, tax-exempt
organizations, persons subject to the alternative minimum tax, an owner that is
not a United States Holder ("Non-United States Holder"), owners holding
Debentures as part of a hedge, straddle or in connection with a synthetic
security transaction. In addition, this discussion does not describe any tax
consequences arising out of the laws of any state, local or foreign
jurisdiction. This discussion assumes that the Debentures are held as "capital
assets" within the meaning of Code Section 1221. ALL HOLDERS ARE URGED TO
CONSULT THEIR OWN TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES OF
TENDERING THE DEBENTURES, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE,
LOCAL OR FOREIGN TAX LAWS.
SALES OF DEBENTURES PURSUANT TO THE OFFER.
Subject to the market discount and bond premium rules discussed below, a
holder who receives cash for Debentures pursuant to the Offer will recognize
capital gain or loss equal to the difference between the amount of cash received
(excluding any amount attributable to accrued interest) and the holder's
adjusted tax basis in the Debentures sold. Generally, a holder's adjusted tax
basis in a Debenture will be the cost of the Debenture to such holder. If
applicable, a holder's adjusted tax basis in a Debenture will be increased by
any market discount previously included in income by such holder pursuant to an
election to include market discount in gross income as it accrues, and generally
will be reduced by the accrual of amortizable bond premium which the holder has
previously elected to offset against interest payments on the Debenture. The
excess of net long-term capital gains over net short-term capital losses is
taxed at a lower rate than ordinary income for certain noncorporate taxpayers.
Noncorporate taxpayers are generally subject to a maximum rate of 20% on capital
gain realized on the disposition of an asset held for more than one year. The
distinction between capital gain or loss and ordinary income or loss is also
relevant for purposes of, among other things, limitations on the deductibility
of capital losses. To the extent that the amount paid for the Debentures
represents accrued interest, it will constitute ordinary income to the holder
unless previously included in income.
A holder who acquired a Debenture after its original issuance at a market
discount (subject to a statutorily-defined de minimis exception) will generally
be required to treat any gain on a sale thereof pursuant to the offer as
ordinary income rather than capital gain to the extent of accrued market
discount, unless an election was made to include market discount in income as it
accrued. Market discount generally equals the excess of the stated redemption
price at maturity of a debt instrument over a holder's initial tax basis in the
debt instrument.
If a Debenture purchased at a premium after the Debenture's original
issuance is sold pursuant to the Offer, a holder who has elected to deduct bond
premium may be able to claim as an ordinary deduction in the taxable year of
disposition an amount equal to any remaining unamortized bond premium.
BACKUP WITHHOLDING.
A holder whose Debentures are tendered and accepted for payment may be
subject to backup withholding at the rate of thirty-one percent (31%) with
respect to the gross proceeds from the sale of such Debentures unless such
holder (i) is a corporation or other exempt recipient and, when required,
establishes this exemption or (ii) accurately completes the Substitute Form W-9
included in the Letter of Transmittal. Holders that do not provide their correct
taxpayer identification number may be subject to penalties imposed
19
<PAGE> 26
by the Internal Revenue Service (the "IRS"). Any amount withheld under these
rules will be creditable against the holder's federal income tax liability and
any excess or overpayment of federal income taxes pursuant to the imposition of
backup withholding should be returned to the affected holder, provided certain
required information is reported to the IRS. See "Important Tax Information" in
the Letter of Transmittal.
INFORMATION REPORTING.
We will provide information statements to tendering holders and to the IRS
reporting the cash payments, as required by law.
THE FOREGOING DISCUSSION OF CERTAIN FEDERAL INCOME TAX CONSEQUENCES DOES
NOT CONSIDER THE PARTICULAR FACTS AND CIRCUMSTANCES OF ANY HOLDER'S SITUATION OR
STATUS. THIS SUMMARY IS BASED ON THE PROVISIONS OF THE CODE, REGULATIONS,
PROPOSED REGULATIONS, RULINGS AND JUDICIAL DECISIONS NOW IN EFFECT, ALL OF WHICH
ARE SUBJECT TO CHANGE, POSSIBLY ON A RETROACTIVE BASIS.
14. EXTENSION OF THE OFFER; TERMINATION; AMENDMENT.
We expressly reserve the right, in our sole discretion, at any time and
from time to time, and regardless of whether or not any of the events set forth
in Section 6 have occurred or are deemed by us to have occurred, to extend the
period of time the Offer is open and delay acceptance for payment of, and
payment for, any Debentures by giving oral or written notice of the extension to
the Depositary and making a public announcement of the extension. We also
expressly reserve the right, in our sole discretion, to terminate the Offer and
reject for payment and not pay for any Debentures not theretofore accepted for
payment or paid for or, subject to applicable law, to postpone payment for
Debentures upon the occurrence of any of the conditions specified in Section 6
by giving oral or written notice of the termination or postponement to the
Depositary and making a public announcement of the termination or postponement.
Our reservation of the right to delay payment for Debentures that we have
accepted for payment is limited by Rule 13e-4(f)(5) under the Exchange Act,
which requires that we must pay the consideration offered or return the
Debentures tendered promptly after termination or withdrawal of a tender offer.
Subject to compliance with applicable law, we further reserve the right, in our
sole discretion, and regardless of whether any of the events set forth in
Section 6 have occurred or are deemed by us to have occurred, to amend the Offer
in any respect (including, without limitation, by decreasing or increasing the
consideration offered in the offer to holders of Debentures or by decreasing or
increasing the amount of Debentures being sought in the offer). Amendments to
the offer may be made at any time and from time to time by public announcement
of the amendment. In the case of an extension, the amendment must be issued no
later than 12 noon, Eastern time, on the first business day after the last
previously scheduled or announced Expiration Date. Any public announcement made
pursuant to the offer will be disseminated promptly to holders in a manner
reasonably designed to inform holders of the change. Without limiting the manner
in which we may choose to make a public announcement, except as required by
applicable law (including Rule 13d-4(e)(2) under the Exchange Act), we will have
no obligation to publish, advertise or otherwise communicate any public
announcement other than by issuing a press release to the Dow Jones News Service
or comparable service.
If we materially change the terms of the Offer or the information
concerning the Offer, or if we waive a material condition of the Offer, we will
extend the Offer to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(2)
promulgated under the Exchange Act. These rules provide that the minimum period
during which an offer must remain open following material changes in the terms
of the offer or information concerning the offer (other than a change in price
or a change in percentage of securities sought) will depend on the facts and
circumstances, including the relative materiality of the terms or information.
If:
(1) we increase or decrease the price to be paid for Debentures,
materially increase the Dealer Manager's fee or increase or decrease the
principal amount of Debentures being sought in the offer and, in the event
of an increase in the principal amount of Debentures being sought, the
increase exceeds 2% of the outstanding Debentures, and
20
<PAGE> 27
(2) the offer is scheduled to expire at any time earlier than the
expiration of a period ending on the tenth business day from, and
including, the date that notice of an increase or decrease is first
published, sent or given in the manner specified in this Section 14,
then, in each case, the Offer will be extended until the expiration of a period
of ten business days. For purposes of the Offer, a "business day" means any day
other than a Saturday, Sunday or Federal holiday and consists of the time period
from 12:01 am through 12:00 Midnight, New York City time.
15. FEES AND EXPENSES.
We have retained ABN AMRO Incorporated to act as our financial advisor, as
well as the Dealer Manager, in connection with the Offer. ABN AMRO Incorporated
will receive, for these services as Dealer Manager, a fee based on the principal
amount of Debentures tendered and purchased in the Offer, as follows:
$15,000,000 principal amount or less -- $300,000 fee; greater than $15,000,000
but not more than $25,000,000 principal amount -- $300,000 fee plus $30 for each
$1,000 principal amount above $15,000,000; or $25,000,000 or more -- $600,000
fee. We also have agreed to reimburse ABN AMRO Incorporated for reasonable
out-of-pocket expenses incurred in connection with the Offer, including
reasonable fees and expenses of counsel, and to indemnify ABN AMRO Incorporated
against liabilities in connection with the Offer, including liabilities under
the federal securities laws.
We have retained D.F. King & Co., Inc., and D.F. King (Europe), to act as
Information Agent and The Bank of New York to act as Depositary in connection
with the offer. The Information Agent may contact holders of Debentures by mail,
telephone, telegraph and personal interviews and may request brokers, dealers
and other nominee holders to forward materials relating to the offer to
beneficial owners. The Information Agent and the Depositary will each receive
reasonable and customary compensation for their respective services, will be
reimbursed by us for reasonable out-of-pocket expenses and will be indemnified
against certain liabilities in connection with the offer, including liabilities
under the federal securities laws.
We will not pay any fees or commissions to brokers, dealers or other
persons (other than fees to the Dealer Manager and the Information Agent as
described above) for soliciting tenders of Debentures pursuant to the Offer.
Debenture holders holding Debentures through brokers or banks are urged to
consult the brokers or banks to determine whether transaction costs may apply if
holders tender Debentures through the brokers or banks and not directly to the
Depositary. We will, however, upon request, reimburse brokers, dealers and
commercial banks for customary mailing and handling expenses incurred by them in
forwarding the Offer and related materials to the beneficial owners of
Debentures held by them as a nominee or in a fiduciary capacity. No broker,
dealer, commercial bank or trust company has been authorized to act as our agent
or the agent of, the Dealer Manager, the Information Agent or the Depositary for
purposes of the Offer. We will pay or cause to be paid all transfer taxes, if
any, on our purchase of Debentures except as otherwise provided in Instruction 7
in the Letter of Transmittal.
16. MISCELLANEOUS.
We are not aware of any jurisdiction where the making of the Offer is not
in compliance with applicable law. If we become aware of any jurisdiction where
the making of the offer or the acceptance of Debentures pursuant to the Offer is
not in compliance with any valid applicable law, we will make a good faith
effort to comply with the applicable law. If, after a good faith effort, we
cannot comply with the applicable law, the Offer will not be made to, nor will
tenders be accepted from or on behalf of, the holders of Debentures residing in
that jurisdiction. In any jurisdiction where the securities, blue sky or other
laws require the offer to be made by a licensed broker or dealer, the offer will
be deemed to be made on our behalf by the Dealer Manager or one or more
registered brokers or dealers licensed under the laws of the jurisdiction.
Pursuant to Rule 13e-4 promulgated under the Exchange Act, we have filed
with the SEC an Issuer Tender Offer Statement on Schedule TO, which contains
additional information relating to the offer. The Schedule TO, including the
exhibits and any amendments thereto, may be examined, and copies may be
obtained, at the same places and in the same manner set forth in Section 9 with
respect to information concerning us.
21
<PAGE> 28
Tendering Debenture holders should rely only on the information contained
in this document or to which we have referred them. We have not authorized
anyone to provide tendering holders with information or make any representation
on behalf of us in connection with this offer other than those contained in this
Offer to Purchase or in the related Letter of Transmittal. If given or made,
tendering holders should not rely on that information or representation as
having been authorized by us.
COEUR D'ALENE MINES CORPORATION
May 9, 2000
Manually signed facsimile copies of the related Letter of Transmittal will
be accepted. The Letter of Transmittal and certificates for the Debentures and
any other required documents should be sent or delivered by each Debenture
holder, or the holder's broker, dealer, commercial bank, trust company or
nominee, to the Depositary at one of its addresses set forth below. To confirm
delivery of Debentures, holders are directed to contact the Depositary.
22
<PAGE> 29
THE DEPOSITARY FOR THE OFFER IS:
THE BANK OF NEW YORK
FOR BEARER DEBENTURES
<TABLE>
<S> <C> <C>
By Mail: By Overnight Delivery: By Hand Delivery:
The Bank of New York The Bank of New York The Bank of New York
30 Cannon Street 30 Cannon Street 30 Cannon Street
London EC4M 6XH London EC4M 6XH London EC4M 6XH
England England England
Attention Linda Read Attention Linda Read Attention Linda Read
Telephone 44-207-964-7284 Telephone 44-207-964-7284 Telephone 44-207-964-7284
Fax 44-207-964-6369 Fax 44-207-964-6369 Fax 44-207-964-6369
</TABLE>
FOR REGISTERED DEBENTURES
<TABLE>
<S> <C>
By Hand or Overnight Courier: By Registered or Certified Mail:
The Bank of New York The Bank of New York
101 Barclay Street 101 Barclay Street
New York, New York 10286 New York, New York 10286
Attention: Securities Processing Windows Attention: Tolutope Adeyoju
Reorganization, Floor 7E Reorganization, Floor 7E
</TABLE>
By Facsimile Transmission:
(212) 815-6339
Confirm by Telephone:
(212) 815-3738
For Information with respect to the Tender Offer call:
Tolutope Adeyoju
at (212) 815-3738
TENDERING DEBENTURE HOLDERS MAY REQUEST ADDITIONAL COPIES OF THIS OFFER,
THE RELATED LETTER OF TRANSMITTAL OR THE NOTICE OF GUARANTEED DELIVERY AND
DIRECT QUESTIONS AND REQUESTS FOR ASSISTANCE TO THE INFORMATION AGENT OR DEALER
MANAGER AT THEIR RESPECTIVE ADDRESSES AND TELEPHONE NUMBERS SET FORTH BELOW.
THE INFORMATION AGENT FOR THE OFFER IS:
<TABLE>
<S> <C>
D.F. KING & CO., INC. D.F. KING (EUROPE)
77 Water Street 2(nd) Floor, 2 London Wall Buildings
20(th) Floor London Wall
New York, NY 10005 London EC2M 5 PP
England
Banks and Brokers Call Collect: 212-269-5550 Tel: 44 207 920 9700
All Others Call Toll Free: 800-359-5559
</TABLE>
THE DEALER MANAGER FOR THE OFFER IS:
ABN AMRO INCORPORATED
1290 Avenue of the Americas
10(th) Floor
New York, NY 10104
212-258-1600
Toll Free: 800-227-1123
23
<PAGE> 1
REGISTERED DEBENTURES
LETTER OF TRANSMITTAL
RELATING TO
TENDER OF 6% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2002
OF
COEUR D'ALENE MINES CORPORATION
PURSUANT TO THE OFFER TO PURCHASE
DATED MAY 9, 2000
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12 NOON, NEW
YORK CITY TIME, AND 5 PM LONDON TIME, ON THURSDAY,
JUNE 8, 2000, UNLESS THE OFFER IS EXTENDED.
The Depositary for the offer is:
THE BANK OF NEW YORK
<TABLE>
<S> <C>
By Hand or Overnight Courier: By Registered or Certified Mail:
The Bank of New York The Bank of New York
101 Barclay Street 101 Barclay Street
New York, New York 10286 New York, New York 10286
Attention: Securities Processing Windows Attention: Tolutope Adeyoju
Reorganization, Floor 7E Reorganization, Floor 7E
</TABLE>
By Facsimile Transmission:
(212) 815-6339
Confirm by Telephone:
(212) 815-3738
For Information with respect to the Tender Offer call:
Tolutope Adeyoju
at (212) 815-3738
This Letter of Transmittal, including the accompanying instructions, should
be read carefully before this Letter of Transmittal is completed. Use this
Letter of Transmittal for Registered Debentures only. Do not use this Letter of
Transmittal for Bearer Debentures.
- --------------------------------------------------------------------------------
DESCRIPTION OF DEBENTURES TENDERED
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED OWNER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS
NAME(S) APPEAR(S) ON DEBENTURE CERTIFICATE(S)) CERTIFICATE(S) ENCLOSED (ATTACH SIGNED LIST IF NECESSARY)
- ------------------------------------------------------------------------------------------------------------------------
TOTAL PRINCIPAL
AMOUNT OF
DEBENTURES
DEBENTURE EVIDENCED BY PRINCIPAL AMOUNT
CERTIFICATE DEBENTURE OF DEBENTURES
NUMBER(S)* CERTIFICATE(S) TENDERED**
<S> <C> <C> <C>
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
Total Principal Amount of Debentures
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
(Attach additional signed list if necessary. See Instruction 3.)
- --------------------------------------------------------------------------------
Indicate in the spaces below the order (by certificate number) in which
Debentures are to be purchased in the event of proration.***
<TABLE>
<S> <C> <C> <C> <C>
1st:
----------------; 2nd: 3rd: 4th: 5th:
----------------; ----------------; ----------------; ----------------.
</TABLE>
* DOES NOT need to be completed by Debenture holders tendering Debentures by
book-entry transfer.
<PAGE> 2
** Unless otherwise indicated, it will be assumed that all Debentures evidenced
by each certificate delivered to the Depositary are being tendered hereby.
See Instruction 4.
*** If you do not designate an order, in the event less than all Debentures
tendered are purchased due to proration, Debentures will be selected for
purchase by the Depositary.
Delivery of this Letter of Transmittal to an address other than as set
forth above will not constitute a valid delivery. Delivery to Coeur will not be
forwarded to the Depositary and therefore will not constitute valid delivery.
Deliveries to the Book-Entry Transfer Facility will not constitute valid
delivery to the Depositary.
This Letter of Transmittal is to be completed only if (a) certificates
representing Registered Debentures are to be forwarded herewith, or (b) unless
an Agent's Message (as defined in the Offer to Purchase) is used or the
acknowledgement required by the Automated Tender Offer Program is provided, a
tender of Debentures is to be made concurrently by book-entry transfer to the
account maintained by the Depositary at The Depositary Trust Company (the
"Book-Entry Transfer Facility") pursuant to Section 3 of the Offer to Purchase.
Debenture holders who desire to tender Debentures pursuant to the offer, but
whose Debenture certificates are not immediately available or who cannot deliver
the certificates and all other documents required by this Letter of Transmittal
to the Depositary on or before the Expiration Date (as defined in the Offer to
Purchase), or who cannot comply with the procedure for book-entry transfer on a
timely basis, may nevertheless tender their Debentures pursuant to the
guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase.
See Instruction 2.
Check only one box, below. If more than one box is checked or if no box is
checked, the Debentures will not be properly tendered. All dollar amounts herein
are in U.S. dollars.
A. DEBENTURES TENDERED AT PRICE DETERMINED BY DEBENTURE HOLDER
(SEE INSTRUCTION 5)
By checking one of the following boxes below instead of the box under
"Debentures Tendered at a Price Determined Pursuant to the Offer," the
undersigned hereby tenders Debentures at the price checked. This action could
result in none of the Debentures being purchased if the purchase price
determined by Coeur for the Debentures is less than the price checked below. A
Debenture holder who desires to tender Debentures at more than one price must
complete a separate Letter of Transmittal for each price at which shares are
tendered. The same shares cannot be tendered at more than one price.
PRICE PER $1,000 PRINCIPAL AMOUNT OF
DEBENTURES AT WHICH DEBENTURES ARE BEING TENDERED
<TABLE>
<S> <C> <C>
[ ] $640 [ ] $670 [ ] $700
[ ] $645 [ ] $675 [ ] $705
[ ] $650 [ ] $680 [ ] $710
[ ] $655 [ ] $685 [ ] $715
[ ] $660 [ ] $690 [ ] $720
[ ] $665 [ ] $695
</TABLE>
OR
B. DEBENTURES TENDERED AT PRICE DETERMINED PURSUANT TO THE OFFER
(SEE INSTRUCTION 5)
[ ] The undersigned wants to maximize the chance of having Coeur purchase
all of the Debentures the undersigned is tendering (subject to the
possibility of proration). Accordingly, by checking this one box
instead of one of the price boxes above, the undersigned hereby tenders
Debentures and is willing to accept the purchase price determined by
Coeur in accordance with the terms of the offer. This action could
result in receiving a price per $1,000 principal amount of Debentures
of as low as $640.
The undersigned recognizes that, under certain circumstances set forth in
the Offer to Purchase, Coeur may terminate or amend the offer or may postpone
the acceptance for payment of, or the payment for, Debentures tendered or may
accept for payment fewer than all of the Debentures tendered. In any event, the
undersigned understands that certificate(s) for any Debentures not tendered or
not purchased will be returned to the undersigned at the address indicated
above, unless otherwise indicated under the box entitled "Special Payment
Instruction" or the box entitled "Special Delivery Instructions" below.
<PAGE> 3
The undersigned understands that acceptance of Debentures by Coeur for
payment will constitute a binding agreement between the undersigned and Coeur
upon the terms and subject to the conditions of the offer.
The check for the aggregate net purchase price for the Debentures tendered
and purchased will be issued to the order of the undersigned and mailed to the
address indicated above, unless otherwise indicated under the box entitled
"Special Payment Instructions" or the box entitled "Special Delivery
Instructions" below. The undersigned acknowledges that Coeur has no obligation,
pursuant to the "Special Payment Instructions," to transfer any Debentures from
the name of its registered holder(s), or to order the registration or transfer
of any Debentures tendered by book-entry transfer, if Coeur does not purchase
any of the Debentures.
<PAGE> 4
------------------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6, 7 AND 10)
To be completed ONLY if certificate(s) for Debentures not tendered or
not purchased and/or any check for the purchase price are to be issued in
the name of someone other than the undersigned, or if Debentures tendered
hereby and delivered by book-entry transfer which are not purchased are to
be returned by credit to an account at the Book-Entry Transfer Facility
other than that designated above.
Issue: [ ] Check
[ ] Debenture Certificate(s) to:
Name:
-----------------------------------------------
(PLEASE PRINT)
Address:
------------------------------------------
------------------------------------------------------------
------------------------------------------------------------
(INCLUDE ZIP CODE)
------------------------------------------------------------
TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER
(SEE SUBSTITUTE FORM W-9)
[ ] Credit Debentures delivered by book-entry transfer and not purchased
to the account set forth below:
(Account Number)
-----------------------------------------------
------------------------------------------------------------
------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6, 7 AND 10)
To be completed ONLY if certificate(s) for Debentures not tendered or
not purchased and/or any check for the purchase price is to be mailed or
sent to someone other than the undersigned, or to the undersigned at an
address other than that designated above.
Mail: [ ] Check
[ ] Debenture Certificate(s) to:
Name:
----------------------------------------------
(PLEASE PRINT)
Address:
------------------------------------------
------------------------------------------------------------
------------------------------------------------------------
(INCLUDE ZIP CODE)
------------------------------------------------------------
[ ] Check here if tendered Debentures are being delivered by book-entry transfer
to an account maintained by the Depositary at the Book-Entry Transfer
Facility and complete the following:
Name of Tendering Institution:
--------------------------------------------------
Account No.:
-----------------------------------
Transaction Code No.:
----------------------------------------------------------
[ ] Check here if Debentures are being tendered pursuant to a notice of
guaranteed delivery previously sent to the Depositary and complete the
following:
Name(s) of Registered Holder(s):
------------------------------------------------
Date of execution of Notice of Guaranteed Delivery: , 2000
Name of Institution that Guaranteed Delivery:
-----------------------------
Window Ticket Number (if any):
-------------------------------------------------
Note: Signatures must be provided below.
Please read the accompanying instructions carefully
<PAGE> 5
To: The Bank of New York
The undersigned hereby tenders to Coeur d'Alene Mines Corporation, an Idaho
corporation, the above-described Debentures of Coeur, at the price per $1,000
principal amount indicated in this Letter of Transmittal, net to the seller in
cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated May 9, 2000, receipt of which is hereby acknowledged, and in this
Letter of Transmittal which, as amended or supplemented from time to time,
together constitute the offer. Coeur shall also pay accrued and unpaid interest
from June 10, 1999 up to, but not including, the date of payment of the purchase
price of the Debentures.
Subject to, and effective upon, acceptance for payment of Debentures
tendered in accordance with the terms and subject to the conditions of the
offer, including, if the offer is extended or amended, the terms and conditions
of the extension or amendment, the undersigned agrees to sell, assign and
transfer to, or upon the order of Coeur all right, title and interest in and to
all Debentures tendered and orders the registration of all Debentures if
tendered by book-entry transfer and irrevocably constitute and appoint the
Depositary as the true and lawful agent and attorney-in-fact of the undersigned
with respect to the Debentures with full knowledge that the Depositary also acts
as the agent of Coeur, with full power of substitution (the power of attorney
being deemed to be an irrevocable power coupled with an interest), to:
(a) deliver certificate(s) representing the Debentures or transfer
ownership of the Debentures on the account books maintained by the Book-Entry
Transfer Facility, together, in either case, with all accompanying evidences of
transfer and authenticity, to or upon the order of Coeur upon receipt by the
Depositary, as the undersigned's agent, of the purchase price with respect to
the Debentures;
(b) present certificates for the Debentures for cancellation and transfer
on Coeur's books; and
(c) receive all benefits and otherwise exercise all rights of beneficial
ownership of the Debentures, subject to the next paragraph, all in accordance
with the terms and subject to the conditions of the offer.
The undersigned covenants, represents and warrants to Coeur that:
(1) the undersigned has full power and authority to tender, sell, assign
and transfer the Debentures tendered hereby and when and to the extent accepted
for payment, Coeur will acquire good, marketable and unencumbered title to the
tendered Debentures, free and clear of all security interests, liens,
restrictions, charges, encumbrances, conditional sales agreements or other
obligations relating to the sale or transfer of the Debentures, and not subject
to any adverse claims;
(2) the undersigned understands that tenders of Debentures pursuant to any
one of the procedures described in Section 3 of the Offer to Purchase and in the
instructions will constitute the undersigned's acceptance of the terms and
conditions of the offer, including the undersigned's representation and warranty
that (i) the undersigned has a "net long position," within the meaning of Rule
14e-4 promulgated under the Securities Exchange Act of 1934, in the Debentures
or equivalent securities at least equal to the Debentures being tendered, and
(ii) the tender of Debentures complies with Rule 14e-4;
(3) the undersigned will, upon request, execute and deliver any additional
documents deemed by the Depositary or Coeur to be necessary or desirable to
complete the sale, assignment and transfer of the Debentures tendered; and
(4) the undersigned has read, understands and agrees to all of the terms of
the offer.
The undersigned understands that tenders of Debentures pursuant to any one
of the procedures described in Section 3 of the Offer to Purchase and in the
instructions will constitute a binding agreement between the undersigned and
Coeur upon the terms and subject to the conditions of the offer. The undersigned
acknowledges that under no circumstances will Coeur pay interest on the purchase
price, including without limitation, by reason of any delay in making payment.
Coeur will pay accrued and unpaid interest on the Debentures from June 10, 1999
up to, but not including, the date of payment of the Debentures pursuant to the
offer.
All authority conferred or agreed to be conferred with survive the death or
incapacity of the undersigned, and any obligation of the undersigned will be
binding on the heirs, personal representatives, executors, administrators,
successors, assigns, trustees in bankruptcy and legal representatives of the
undersigned. Except as stated in the Offer to Purchase, this tender is
irrevocable.
The name(s) and address(es) of the registered holder(s) should be printed,
if they are not already printed above, exactly as they appear on the
certificates representing Debentures tendered. The certificate numbers, the
principal amount of Debentures represented by the certificates and the principal
amount that the undersigned wishes to tender, should be
<PAGE> 6
set forth in the appropriate boxes above. The price at which the Debentures are
being tendered should be indicated in the box above.
The undersigned understands that Coeur will determine a single per $1,000
principal amount price, not greater than $720 nor less than $640, that it will
pay for Debentures properly tendered, taking into account the principal amount
tendered and the prices specified by tendering Debenture holders. Coeur will
select the lowest purchase price that will allow it to buy $27,800,000 principal
amount of Debentures or, if a lesser principal amount of Debentures are properly
tendered, all Debentures that are properly tendered and not withdrawn. All
Debentures acquired in the offer will be acquired at the same purchase price.
All Debentures properly tendered at prices at or below the purchase price and
not properly withdrawn will be purchased, subject to the conditions of the offer
and proration provisions described in the Offer to Purchase. Debentures tendered
at prices in excess of the purchase price that is determined by Coeur and
Debentures not purchased because of proration will be returned.
<PAGE> 7
IMPORTANT
DEBENTURE HOLDERS SIGN HERE
(PLEASE COMPLETE AND RETURN THE ATTACHED SUBSTITUTE FORM W-9.)
(Must be signed by the registered holder(s) exactly as such holder(s) name(s)
appear(s) on certificate(s) for Debentures or on a security position listing or
by person(s) authorized to become the registered holder(s) thereof by
certificates and documents transmitted with this Letter of Transmittal. If
signature is by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, please set forth full title and see Instruction 6.)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Signature(s) of Owner(s))
Dated: , 2000
--------------------
Name(s):
-----------------------------------------------------------------------
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Capacity (full title):
--------------------------------------------------------
Address:
-----------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Daytime Area Code and Telephone No.:
-------------------------------------------
Tax Identification or
Social Security No.:
-----------------------------------------------------------
(SEE SUBSTITUTE FORM W-9)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 6)
Authorized Signature:
----------------------------------------------------------
Name:
--------------------------------------------------------------------------
(PLEASE PRINT)
Title:
-------------------------------------------------------------------------
Name of Firm:
------------------------------------------------------------------
Address:
-----------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number:
------------------------------------------------
Date: , 2000
--------------------
<PAGE> 8
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
PAYER: THE BANK OF NEW YORK
- -----------------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART I -- Taxpayer Identification Number-For -------------------------------
FORM W-9 all accounts, enter taxpayer identification Social Security Number
DEPARTMENT OF THE number in the box at right and certify by or
TREASURY signing and dating below. NOTE: If the account
INTERNAL REVENUE SERVICE is in more than one name, see the chart in the -------------------------------
enclosed Guidelines to determine which number Employer Identification Number
PAYER'S REQUEST FOR TAXPAYER to give the payer.
IDENTIFICATION NUMBER (TIN)
----------------------------------------------------------------------------------------
PART II -- For payees exempt from backup withholding, please write "EXEMPT" here (see
the enclosed Guidelines):
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
PART III -- CERTIFICATION -- Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification number (or I am writing for a number to be issued
to me), and
(2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been
notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of a failure
to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding.
CERTIFICATION INSTRUCTIONS -- You must cross out item (2) above if you have been notified by the IRS that you are
currently subject to backup withholding because of underreporting interest or dividends on your tax return and you have
not been notified by the IRS that you are no longer subject to backup withholding. (Also, see instructions in the
enclosed Guidelines.)
- -------------------------------------------------------------------------------------------------------------------------
Signature Date , 2000
-------------------------------------------------------------------------------------- ----------
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU
MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING (OR WILL
SOON APPLY FOR) A TAXPAYER IDENTIFICATION NUMBER.
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and that I mailed or delivered an application to
receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office (or I intend to mail or
deliver an application in the near future). I understand that, notwithstanding
the information I provided in Part 3 of the Substitute Form W-9 above (and the
fact that I have completed this Certificate of Awaiting Taxpayer Identification
Number), if I do not provide a taxpayer identification number to the Depositary
within sixty (60) days, the Depositary is required to withhold 31% of all cash
payments made to me thereafter until I provide a number.
Signature Date: , 2000
------------------------------------ ---------------
Name (Please Print)
-------------------------------------------------------------
Address (Please Print)
---------------------------------------------------------
<PAGE> 9
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. No signature guarantee is required if either:
(a) this Letter of Transmittal is signed by the registered holder of the
Debentures (which term, for these purposes, includes any participant in the
Book-Entry Transfer Facility whose name appears on a security position listing
as the owner of the Debentures) tendered exactly as the name of the registered
holder appears on the certificate(s) for the Debentures tendered with this
Letter of Transmittal and payment and delivery are to be made directly to the
owner unless the owner has completed either the box entitled "Special Payment
Instructions" or "Special Delivery Instructions" above; or (b) the Debentures
are tendered for the account of a bank, broker, dealer, credit union, savings
association or other entity which is a member in good standing of the Securities
Transfer Agents Medallion Program or a bank, broker, dealer, credit union,
savings association or other entity which is an "eligible guarantor
institution," as that term is defined in Rule 17Ad-15 promulgated under the
Securities Exchange Act of 1934, as amended (each of the foregoing constituting
an "Eligible Institution").
In all other cases, an Eligible Institution must guarantee all signatures
on this Letter of Transmittal. See Instruction 6.
2. Delivery of Letter of Transmittal and Certificates; Guaranteed Delivery
Procedures. This Letter of Transmittal is to be completed only if certificates
for Debentures are delivered with it to the Depositary (or the certificates will
be delivered pursuant to a Notice of Guaranteed Delivery previously sent to the
Depositary) or if a tender for Debentures is being made concurrently pursuant to
the procedure for tender by book-entry transfer set forth in Section 3 of the
offer to Purchase. Certificates for all physically tendered Debentures must be
delivered or mailed or confirmation of a book-entry transfer into the
Depositary's account at the Book-Entry Transfer Facility of Debentures tendered
electronically must be received or a valid tender through the Book-Entry
Transfer Facility's Automated Tender Offer Program must be made, and in each
case a properly completed and duly executed Letter of Transmittal (or manually
signed facsimile of the Letter of Transmittal), including any required signature
guarantees, an Agent's message in the case of a book-entry transfer or the
specific acknowledgement in the case of a tender through the Automated Tender
Offer Program of the Book-Entry Transfer Facility, and any other documents
required by this Letter of Transmittal, should be mailed or delivered to the
Depositary at one of its addresses set forth in this document and must be
delivered to the Depositary on or before the Expiration Date. Delivery of
documents to the Book-Entry Transfer Facility does not constitute delivery to
the Depositary.
Participants in the Book-Entry Transfer Facility may tender their
Debentures in accordance with the Automated Tender Offer Program to the extent
it is available to such participants for the Debentures they wish to tender. A
Debenture holder tendering through the Automated Tender Offer Program must
expressly acknowledge that the Debenture holder has received and agreed to be
bound by the Letter of Transmittal and that the Letter of Transmittal may be
enforced against such Debenture holder.
Debenture holders whose certificates are not immediately available or who
cannot deliver certificates for their Debentures and all other required
documents to the Depositary before the Expiration Date, or whose Debentures
cannot be delivered on a timely basis pursuant to the procedures for book-entry
transfer, must, in any case, tender their Debentures by or through any Eligible
Institution by properly completing and duly executing and delivering a Notice of
Guaranteed Delivery (or facsimile of the Notice of Guaranteed Delivery) and by
otherwise complying with the guaranteed delivery procedure set forth in Section
3 of the Offer to Purchase. Pursuant to that procedure, certificates for all
physically tendered Debentures or book-entry confirmations, as the case may be,
as well as this properly completed and duly executed Letter of Transmittal (or
manually signed facsimile of this Letter of Transmittal), an Agent's Message in
the case of a book-entry transfer or the specific acknowledgement in the case of
a tender through the Automated Tender Offer Program of the Book-Entry Transfer
Facility, and all other documents required by this Letter of Transmittal, must
be received by the Depositary within three (3) business days after receipt by
the Depositary of the Notice of Guaranteed Delivery, all as provided in Section
3 of the Offer to Purchase.
The Notice of Guaranteed Delivery may be delivered by hand or transmitted
by telegram, facsimile transmission or mail to the Depositary and must include a
signature guarantee by an Eligible Institution in the form set forth therein.
For Debentures to be tendered validly pursuant to the guaranteed delivery
procedure, the Depositary must receive the Notice of Guaranteed Delivery on or
before the Expiration Date.
The method of delivery of all documents, including certificates for
Debentures, the Letter of Transmittal and any other required documents, is at
the election and risk of the tendering Debenture holder. If delivery is by mail,
Coeur
<PAGE> 10
recommends that you use registered mail with return receipt requested, properly
insured. In all cases, sufficient time should be allowed to ensure timely
delivery.
Coeur will not accept any alternative, conditional or contingent tenders.
All tendering Debenture holders, by execution of this Letter of Transmittal (or
a facsimile of this Letter of Transmittal), waive any right to receive any
notice of the acceptance of their tender.
3. Inadequate Space. If the space provided in the box entitled
"Description of Debentures Tendered" above is inadequate, the certificate
numbers and/or the principal amount of Debentures should be listed on a separate
signed schedule and attached to this Letter of Transmittal.
4. Partial Tenders and Unpurchased Principal Amount. (Not applicable to
Debenture holders who tender by book-entry transfer.) If less than all of the
principal amount of Debentures evidenced by any certificate are to be tendered,
fill in the principal amount that is to be tendered in the column entitled
"Principal Amount of Debentures Tendered" in the table entitled "Description of
Debentures Tendered" above. In that case, if any tendered principal amount of
Debentures are purchased, a new certificate for the remaining principal amount
(including any amount not purchased) evidenced by the old certificate(s) will be
issued and sent to the registered holder(s), unless otherwise specified in
either the box entitled "Special Payment Instructions" or the box entitled
"Special Delivery Instructions" in this Letter of Transmittal, as soon as
practicable after the Expiration Date. Unless otherwise indicated, the entire
principal amount of all Debentures represented by the certificate(s) set forth
above and delivered to the Depositary will be deemed to have been tendered.
5. Indication of Price at Which Debentures are Being Tendered. For
Debentures to be properly tendered, the Debenture holder must either (1) check
the box next to the section captioned "Debentures Tendered at Price Determined
Pursuant to the Offer" in this Letter of Transmittal or (2) check one of the
boxes in the section captioned "Debentures Tendered at Price Determined by
Debenture Holder" in this Letter of Transmittal indicating the price at which
the Debenture holder is tendering shares. Only one box may be checked. If more
than one box is checked or if no box is checked, the Debentures will not be
properly tendered. A Debenture holder wishing to tender a portion(s) of the
holder's principal amount of Debentures at different prices must complete a
separate Letter of Transmittal for each price at which the holder wishes to
tender each portion of the holder's principal amount of Debentures. The same
Debentures cannot be tendered (unless previously and properly withdrawn as
provided in Section 4 of the Offer to Purchase) at more than one price.
6. Signatures on Letter of Transmittal; Bond Powers and Endorsements. (a)
If this Letter of Transmittal is signed by the registered holder(s) of the
Debentures tendered, the signature(s) must correspond exactly with the name(s)
as written on the face of the certificate(s) without any change whatsoever. (b)
If the Debentures tendered are registered in the names of two or more joint
holders, each holder must sign this Letter of Transmittal. (c) If any tendered
Debentures are registered in different names on several certificates, it will be
necessary to complete, sign and submit as many separate Letters of Transmittal
(or facsimile) as there are different registrations of certificates. (d) When
this Letter of Transmittal is signed by the registered holder(s) of the
Debentures tendered, no endorsement(s) of certificate(s) representing the
Debentures or separate Debenture power(s) are required unless payment is to be
made or the certificate(s) for Debentures not tendered or not purchased are to
be issued to a person other than the registered holder(s). Signature(s) on the
certificate(s) must be guaranteed by an Eligible Institution. If this Letter of
Transmittal is signed by a person other than the registered holder(s) of the
certificate(s) listed, or if payment is to be made or certificate(s) for
Debentures not tendered or not purchased are to be issued to a person other than
the registered holder(s), the certificate(s) must be endorsed or accompanied by
appropriate bond power(s), in either case signed exactly as the name(s) of the
registered holder(s) appears on the certificate(s), and the signature(s) on the
certificate(s) or bond power(s) must be guaranteed by an Eligible Institution.
See Instruction 1. (e) If this Letter of Transmittal or any certificate(s) or
bond power(s) is signed by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or any other person acting in a
fiduciary or representative capacity, that person should so indicate when
signing this Letter of Transmittal and must submit proper evidence satisfactory
to Coeur of his or her authority to so act.
7. Transfer Taxes. Except as provided in this Instruction 7, no transfer
tax stamps or funds to cover tax stamps need accompany this Letter of
Transmittal. Coeur will pay any transfer taxes payable on the transfer to it of
Debentures purchased pursuant to the offer. If, however, either (a) payment of
the purchase price for Debentures tendered and accepted for purchase is to be
made to any person other than the registered holder(s); (b) Debentures not
tendered or rejected for purchase are to be registered in the name(s) of any
person(s) other than the registered holder(s); or (c) certificate(s)
representing tendered Debentures are registered in the name(s) of any person(s)
other than the person(s) signing this Letter of Transmittal, then the Depositary
will deduct from the purchase price the amount of any
<PAGE> 11
transfer taxes (whether imposed on the registered holder(s), other person(s) or
otherwise) payable on account of the transfer to that person, unless
satisfactory evidence of the payment of the taxes or any exemption therefrom is
submitted.
8. Special Payment and Delivery Instructions. If certificate(s) for
Debentures not tendered or not purchased and/or check(s) are to be issued in the
name of a person other than the signer of this Letter of Transmittal or if the
certificates and/or checks are to be sent to someone other than the person
signing this Letter of Transmittal or to the signer at a different address, the
box entitled "Special Payment Instructions" and/or the box entitled "Special
Delivery Instructions" on this Letter of Transmittal should be completed as
applicable and signatures must be guaranteed as described in Instruction 1.
9. Irregularities. All questions as to the principal amount of Debentures
to be accepted, the price to be paid for the Debentures and the validity, form,
eligibility (including time of receipt) and acceptance for payment of any tender
of Debentures will be determined by Coeur in its sole discretion, which
determination will be final and binding on all parties. Coeur reserves the
absolute right to reject any or all tenders of Debentures it determines not to
be in proper form or the acceptance of which or payment for which may, in the
opinion of Coeur's counsel, be unlawful. Coeur also reserves the absolute right
to waive any of the conditions of the offer or any defect or irregularity in any
tender with respect to any particular Debentures or any particular Debenture
holder, and Coeur's interpretation of the terms of the offer (including these
Instructions) will be final and binding on all parties. No tender of Debentures
will be deemed to be properly made until all defects and irregularities have
been cured by the tendering Debenture holder or waived by Coeur. Unless waived,
any defects or irregularities in connection with tenders must be cured within
that time as Coeur will determine. None of Coeur, the Dealer Manager (as defined
in the Offer to Purchase), the Depositary, the Information Agent (as defined in
the Offer to Purchase) or any other person is or will be obligated to give
notice of any defects or irregularities in tenders and none of them will incur
any liability for failure to give any notice of defect or irregularity.
10. Questions and Requests for Assistance and Additional Copies. You may
request additional copies of this Offer to Purchase, the Letter of Transmittal
or the Notice of Guaranteed Delivery from the Information Agent at its address
and telephone numbers set forth on the back cover of the Offer to Purchase.
11. Tax Indemnification Number and Backup Withholding. Federal income tax
law generally requires that a Debenture holder whose tendered Debentures are
accepted for purchase, or the Debenture holder's assignee (in either case, the
"Payee"), provide the Depositary with the Payee's correct Taxpayer
Identification Number ("TIN"), which, in the case of a Payee who is an
individual, is the Payee's social security number. If the Depositary is not
provided with the correct TIN or an adequate basis for an exemption, the Payee
may be subject to penalties imposed by the Internal Revenue Service and backup
withholding in an amount equal to 31% of the gross proceeds received pursuant to
the offer. If withholding results in an overpayment of taxes, a refund may be
obtained.
To prevent backup withholding, each Payee must provide the Payee's correct
TIN by completing the Substitute Form W-9 set forth in this document, certifying
that the TIN provided is correct (or that the Payee is awaiting a TIN) and that
(i) the Payee is exempt from backup withholding, (ii) the Payee has not been
notified by the Internal Revenue Service that the Payee is subject to backup
withholding as a result of a failure to report all interest or dividends, or
(iii) the Internal Revenue Service has notified the Payee that the Payee is no
longer subject to backup withholding.
If the Payee lacks a TIN, the Payee should (i) consult the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 ("W-9 Guidelines") for instructions on applying for a TIN, (ii) write
"Applied For" in the space provided in Part 1 of the Substitute Form W-9, and
(iii) sign and date the Substitute Form W-9 and the Certificate of Awaiting
Taxpayer Identification Number set forth in this document. If the Payee does not
provide the Payee's TIN to the Depositary within sixty (60) days, backup
withholding will begin and continue until the Payee furnishes the Payee's TIN to
the Depositary. Note that writing "Applied For" on the Substitute Form W-9 means
that the Payee has already applied for a TIN or that the Payee intends to apply
for one in the near future.
If Debentures are held in more than one name or are not in the name of the
actual owner, consult the W-9 Guidelines for information on which TIN to report.
Exempt Payees (including, among others, all corporations and certain
foreign individuals) are not subject to backup withholding and reporting
requirements. To prevent possible erroneous backup withholding, an exempt Payee
should write "Exempt" in Part 2 of the Substitute Form W-9. See the enclosed
Guidelines for Certification of Taxpayer Identification Number on the Substitute
Form W-9 for additional instructions. In order for a nonresident alien or
foreign entity to qualify as exempt, that person must submit a completed IRS
Form W-8 Certificate of Foreign Status or a Substitute
<PAGE> 12
Form W-8, signed under penalty of perjury attesting to the exempt status. This
form may be obtained from the Depositary.
12. Withholding for Non-United States Debenture Holders. Even if a
Non-United States Holder (as defined in Section 13 of the accompanying Offer to
Purchase) has provided the required certification to avoid backup withholding,
the Depositary will withhold United States federal income taxes equal to 30% of
the gross payments payable to a Non-United States Holder or his agent unless the
Depositary determines that a reduced rate of withholding is available under a
tax treaty or that an exemption from withholding is applicable because the gross
proceeds are effectively connected with the conduct of a trade or business
within the United States. To obtain a reduced rate of withholding under a tax
treaty, a Non-United States Holder must deliver to the Depositary before the
payment a properly completed and executed IRS Form 1001. To obtain an exemption
from withholding on the grounds that the gross proceeds paid pursuant to the
offer are effectively connected with the conduct of a trade or business within
the United States, a Non-United States Holder must deliver to the Depositary a
properly completed and executed IRS Form 4224. A Non-United States Holder that
qualifies for an exemption from withholding by delivering IRS Form 4224 will
generally be required to file a United States federal income tax return and will
be subject to United States federal income tax on income derived from the sale
of Debentures pursuant to the offer in the manner and to the extent described in
Section 13 of the accompanying Offer to Purchase as if it were a United States
Holder. The Depositary will determine a Debenture holder's status as a
Non-United States Holder and eligibility for a reduced rate of, or exemption
from, withholding by reference to any outstanding certificates or statements
concerning eligibility for a reduced rate of, or exemption from, withholding
(e.g., IRS Form 1001 or IRS Form 4224) unless facts and circumstances indicate
that reliance is not warranted. A Non-United States Holder may be eligible to
obtain a refund of all or a portion of any tax withheld if the Non-United States
Holder meets those tests described in Section 13 of the accompanying Offer to
Purchase that would characterize the transaction as giving rise to a capital
gain as opposed to interest income or is otherwise able to establish that no tax
or a reduced amount of tax is due.
Non-United States Holders are urged to consult their tax advisors regarding
the application of United States federal income tax withholding, including
eligibility for a withholding tax reduction or exemption, and the refund
procedure.
13. Lost, Stolen, Destroyed or Mutilated Certificates. If any
certificate(s) representing Debentures has been lost, stolen, destroyed or
mutilated, the Debenture holder should advise the Depositary which will furnish
additional instructions.
THIS LETTER OF TRANSMITTAL, PROPERLY COMPLETED AND DULY EXECUTED (OR A
MANUALLY SIGNED FACSIMILE OF THIS LETTER OF TRANSMITTAL), TOGETHER WITH
CERTIFICATES REPRESENTING DEBENTURES BEING TENDERED (OR CONFIRMATION OF
BOOK-ENTRY TRANSFER) AND ALL OTHER REQUIRED DOCUMENTS, OR A NOTICE OF GUARANTEED
DELIVERY, MUST BE RECEIVED BY THE DEPOSITARY BEFORE 12 NOON, NEW YORK CITY TIME,
AND 5PM LONDON TIME, ON THE EXPIRATION DATE. DEBENTURE HOLDERS ARE ENCOURAGED TO
RETURN A COMPLETED SUBSTITUTE FORM W-9 WITH THIS LETTER OF TRANSMITTAL.
The Information Agent for the offer is:
<TABLE>
<S> <C>
In the U.S.: In Europe:
D.F. KING & CO., INC. D.F. KING (EUROPE)
77 Water Street, 20th Floor 2nd Floor, 2 London Wall Buildings
New York, New York 10005 London Wall
Banks and Brokers Call Collect: London EC2M 5PP
212-269-5550 England
All Others Call Toll Free: Call: 44 207 920 9700
(800) 359-5559
</TABLE>
The Dealer Manager for the offer is:
ABN AMRO INCORPORATED
1290 Avenue of the Americas
10th Floor
New York, New York 10104
212-258-1600
TOLL FREE: 800-227-1123
<PAGE> 1
BEARER DEBENTURES
LETTER OF TRANSMITTAL
RELATING TO
TENDER OF 6% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2002
OF
COEUR D'ALENE MINES CORPORATION
PURSUANT TO THE OFFER TO PURCHASE
DATED MAY 9, 2000
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5 PM, LONDON
TIME (12 NOON, NEW YORK CITY TIME) ON JUNE 8, 2000, UNLESS THE OFFER IS
EXTENDED.
To: The Bank of New York, as Depositary
30 Cannon Street
London EC4M 6XH
England
Attention: Linda Read
Telephone 44-207-964-7284
Fax 44-207-964-6369
Delivery of this Letter of Transmittal to an address, or transmittal to a
facsimile number, other than as set forth above will not constitute a valid
delivery. Deliveries by hand or courier must be clearly marked: COEUR TENDER
OFFER
This Letter of Transmittal, including the accompanying instructions, should
be read carefully before this Letter of Transmittal is completed. Use this
Letter of Transmittal for Bearer Debentures only. Do not use this Letter of
Transmittal for Registered Debentures.
A holder of Debentures desiring to tender Debentures must on or before 5
PM, London time (12 noon, New York City time) on the Expiration Date, comply
with one of the following procedures:
a) Deliver a duly completed Letter of Transmittal together with the
Debentures to the Depositary, at its address specified above in this Letter of
Transmittal. Debentures purchased by Coeur in the Offer must include all
unmatured coupons.
b) In the case of Debentures held through Euroclear or Clearstream, a
holder wishing to tender Debentures must first arrange for an electronic
instruction to be sent to Euroclear or Clearstream in accordance with their
normal procedures instructing either Euroclear or Clearstream, as the case may
be, to tender debentures on the holder's behalf.
c) Alternatively (in the case of Debentures held through Euroclear or
Clearstream), the direct account holder in either Euroclear or Clearstream may
submit a Letter of Transmittal to the Depositary and simultaneously irrevocably
instruct Euroclear or Clearstream, as the case may be to:
1. block any attempt to transfer the tendered Debentures on or prior to
the payment date for the Debentures accepted for purchase by Coeur;
2. debit its account on the payment date in respect of all Debentures
tendered (or in respect of such lesser portion of such Debentures as
shall be accepted for purchase by Coeur), upon receipt of an
<PAGE> 2
instruction by the Depositary to have such Debentures, including all
unmatured coupons, delivered to Citibank, N.A., the Trustee for the
Debentures, for cancellation (but subject to the automatic withdrawal
of the relevant portion of such irrevocable instructions in the event
that the Letter of Transmittal is withdrawn or revised by the direct
accountholder prior to 5 PM, London time (12 noon, New York City
time), on the Expiration Date, in each case as notified to Euroclear
or Clearstream, as the case may be, by the Depositary on or before
the payment);
3. authorize Euroclear or Clearstream to disclose the name of the direct
accountholder and information about the foregoing instructions to the
Depositary
4. confirm that the direct accountholder is concurrently delivering a
Letter of Transmittal to the Depositary tendering Debentures for
purchase in the offer.
Any holder of Debentures tendering Debentures via this procedure must
ensure that the instructions transmitted through the Euroclear or
Clearstream accountholder can be allocated to the Offer to Purchase.
Holders must submit a separate set of instructions for each Letter of
Transmittal submitted, and the instructions so transmitted must cover
the entire aggregate principal amount of Debentures tendered pursuant
to such Letter of Transmittal, notwithstanding any reduction in the
aggregate principal amount of Debentures accepted as a result of
proration. To the extent that instructions cannot be reconciled with
the Offer to Purchase, the tender may be deemed not to have been
properly submitted.
None of Coeur, the Dealer Manager, the Depositary or the Information Agent
will be responsible for the communication of tenders by owners of Debentures to
the accountholders in Euroclear or Clearstream through which they hold
Debentures or by such accountholders to the Depositary, Euroclear or
Clearstream.
Holders tendering Debentures for purchase will not be responsible for the
payment of any fees or commissions to the Depositary, the Trustee for the
Debentures, the Dealer Manager or the Information Agent.
In no event should a tendering holder of Debentures send a Letter of
Transmittal or Debentures to Euroclear, Clearstream, the Dealer Manager, the
Information Agent, the Trustee, or Coeur.
AGREEMENTS AND ACKNOWLEDGMENTS
The Undersigned acknowledges receipt of the Offer to Purchase, dated May 9,
2000 of Coeur d'Alene Mines Corporation relating to Coeur's offer to purchase
its 6% Convertible Subordinated Debentures due 2002 on the terms and conditions
set forth in the Offer to Purchase and the related Letter of Transmittal
constituting the Offer. Defined terms used herein and not otherwise defined have
the meaning assigned to them in the Offer to Purchase.
On the terms and subject to the conditions of the Offer, the Undersigned
hereby tenders the Debentures specified, at the purchase price indicated, under
"Information as to Debentures Tendered" in the Signature Annex of this Letter of
Transmittal. The Undersigned acknowledges that this Letter of Transmittal will
not be considered to have been duly completed unless the Signature Annex hereto
has been duly completed and signed.
The Undersigned hereby (a) represents that it has delivered Debenture
Instructions with respect to the Debentures specified in this Letter of
Transmittal to Euroclear or Clearstream, as the case may be, by tested telex or
according to their normal procedures, (b) further authorizes Euroclear or
Clearstream, as the case may be, to take those actions specified in the
definition of Debenture Instructions in the Offer to Purchase with respect to
the Debentures, (c) authorizes the Depositary further to instruct Euroclear or
Clearstream, as the case may be, as to the aggregate principal amount of such
Debentures that shall have been accepted for purchase by Coeur, and (d)
represents that it has instructed Euroclear or Clearstream, as the case may be,
as to the accounts to which the purchase price should be credited as specified
in the Signature Annex.
<PAGE> 3
The Undersigned hereby represents and warrants that it owns, or has
confirmed that the party on whose behalf the Undersigned is acting owns, on the
date of submission, the Debentures being offered and has the full power and
authority to under the Debentures, and that if the same are accepted for
purchase by Coeur pursuant to the Offer, Coeur will acquire good and marketable
title thereto on the purchase date, free and clear of all liens, charges, claims
encumbrances, interests and restrictions of any kind. The Undersigned will, upon
request, execute and deliver any additional documents deemed by the Depositary
or Coeur to be necessary or desirable to complete such purchase.
The Undersigned hereby acknowledges that this Letter of Transmittal
constitutes an irrevocable tender for purchase by Coeur of the Debentures
specified in the Letter of Transmittal, on the terms and subject to the
conditions of the Offer (and subject to Coeur's right to terminate or amend the
Offer and to a Debenture holder's right to withdraw this Letter of Transmittal
prior to 5 PM, London time (12 noon, New York City time) on the Expiration Date,
in either case in the manner specified in the Offer).
- --------------------------------------------------------------------------------
THIS LETTER OF TRANSMITTAL WILL NOT BE VALID FOR ANY PURPOSE UNLESS THE
SIGNATURE ANNEX HERETO IS SIGNED AND THE OTHER REQUIREMENTS OF THE OFFER TO
PURCHASE ARE MET.
- --------------------------------------------------------------------------------
<PAGE> 4
SIGNATURE ANNEX
NOTE: COEUR MAINTAINS THE RIGHT TO ACCEPT, ACCEPT BUT PRORATE OR NOT ACCEPT ANY
OR ALL OF THE DEBENTURES TENDERED.
EACH LETTER OF TRANSMITTAL MUST HAVE CORRESPONDING DEBENTURE INSTRUCTIONS FOR
THE DEBENTURES TENDERED. DEBENTURE INSTRUCTIONS MUST COVER THE ENTIRE AGGREGATE
PRINCIPAL AMOUNT OF DEBENTURES TENDERED BY THIS LETTER OF TRANSMITTAL
NOTWITHSTANDING ANY REDUCTION IN THE AGGREGATE PRINCIPAL AMOUNT OF DEBENTURES
PURCHASED AS A RESULT OF PRORATION.
INFORMATION AS TO DEBENTURES TENDERED
All questions must be answered unless otherwise indicated below.
To: The Bank of New York, as Depositary
30 Cannon Street
London EC4M 6XH
England
Attention: Linda Read
Telephone 44-207-964-7284
Fax 44-207-964-6369
- ------------------------------------------------------------------------------
IF YOU ARE TENDERING NOTES IN ACCORDANCE PROCEDURE C) DESCRIBED ABOVE IN THIS
LETTER OF TRANSMITTAL THEN THIS SIGNATURE ANNEX MAY ONLY BE COMPLETED BY THE
DIRECT ACCOUNTHOLDER IN EUROCLEAR OR CLEARSTREAM HOLDING THE DEBENTURES TO WHICH
THIS SIGNATURE ANNEX RELATES. IF YOU ARE HOLDING DEBENTURES THROUGH A CUSTODIAN,
ONLY YOUR CUSTODIAN (OR THE DIRECT ACCOUNTHOLDER IN EUROCLEAR OR CLEARSTREAM
HOLDING FOR YOUR CUSTODIAN) MAY COMPLETE THIS SIGNATURE ANNEX ON YOUR BEHALF.
- ------------------------------------------------------------------------------
Inclusion of bracketed information is strongly encouraged.
1. [Name of Beneficial Owner:
-------------------------------------------
Contact Person
------------------------------------------------------
Address
------------------------------------------------------------
Facsimile ]
-----------------------------------------------------------
2. (if applicable) Name of Direct Participant
in Euroclear or Clearstream
signing this Signature Annex:
-----------------------------------------
Contact Person
-----------------------------------------------------
Address
-----------------------------------------------------------
Telephone
-----------------------------------------------------------
Facsimile
------------------------------------------------------------
3. (if applicable) Name of Clearing System (Euroclear or Clearstream where
Debentures are held:
<PAGE> 5
- -------------------------------------------------------------------------------
Account Number of Direct Participant in Clearing System referred to above
where Debentures are held and where purchase price and accrued interest on the
Debentures purchased are to be credited:
- -------------------------------------------------------------------------------
Or
(if applicable) details of Bank account to where purchase price and accrued
interest on the Debentures are to be credited.
4. Debentures Physically Tendered:
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
TOTAL PRINCIPAL
AMOUNT OF
DEBENTURES
DEBENTURE EVIDENCED BY PRINCIPAL AMOUNT
CERTIFICATE DEBENTURE OF DEBENTURES
NUMBER(S) CERTIFICATE(S) TENDERED*
<S> <C> <C> <C>
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
Total Principal Amount of Debentures
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
(Attach additional signed list if necessary. See Instruction 1.)
- --------------------------------------------------------------------------------
Indicate in the spaces below the order (by certificate number) in which
Debentures are to be purchased in the event of proration.**
<TABLE>
<S> <C> <C> <C> <C>
1st: 2nd: 3rd: 4th: 5th:
-----------; -------; --------; --------; -------.
</TABLE>
* Unless otherwise indicated, it will be assumed that all Debentures evidenced
by each certificate delivered to the Depositary are being tendered. See
Instruction 3.
** If an order is not designated, in the event less than all Debentures tendered
are purchased due to proration, Debentures will be selected for purchase by
the Depositary.
5. Price at which Debentures are tendered:
Check only one box. If more than one box is checked or if no box is
checked, the Debentures will not be properly tendered. All dollar amounts herein
are in U.S. dollars.
A. DEBENTURES TENDERED AT PRICE DETERMINED BY DEBENTURE HOLDER
(SEE INSTRUCTION 3)
By checking one of the following boxes below instead of the box under
"Debentures Tendered at a Price Determined Pursuant to the Offer," the
Debentures are tendered at the price checked. This could result in none of the
Debentures being purchased if the purchase price determined by Coeur for the
Debentures is less than the price checked below. To tender at more than one
price, a separate Letter of Transmittal for each price at which Debentures are
tendered must be completed. The same Debentures cannot be tendered at more than
one price.
<PAGE> 6
PRICE PER $1,000 PRINCIPAL AMOUNT OF
DEBENTURES AT WHICH DEBENTURES ARE BEING TENDERED
<TABLE>
<S> <C> <C>
[ ] $640 [ ] $670 [ ] $700
[ ] $645 [ ] $675 [ ] $705
[ ] $650 [ ] $680 [ ] $710
[ ] $655 [ ] $685 [ ] $715
[ ] $660 [ ] $690 [ ] $720
[ ] $665 [ ] $695
</TABLE>
OR
B. DEBENTURES TENDERED AT PRICE DETERMINED PURSUANT TO THE OFFER
(SEE INSTRUCTION 3)
[ ] The person or entity signing the Signature Annex (the "Undersigned")
wants to maximize the chance of having Coeur purchase all of the
Debentures the Undersigned is tendering (subject to the possibility of
proration). Accordingly, by checking this one box instead of one of the
price boxes above, the Undersigned hereby tenders Debentures and is
willing to accept the purchase price determined by Coeur in accordance
with the terms of the offer. This action could result in receiving a
price per $1,000 principal amount of Debentures share of as low as
$640.
The Undersigned recognizes that, under certain circumstances set forth in
the Offer to Purchase, Coeur may terminate or amend the offer or may postpone
the acceptance for payment of, or the payment for, Debentures tendered or may
accept for payment fewer than all of the Debentures tendered.
The Undersigned understands that acceptance of Debentures by Coeur for
payment will constitute a binding agreement between the Undersigned and Coeur
upon the terms and subject to the conditions of the offer.
6. Check box [ ] if the beneficial owner of the Debentures tendered is a "United
States Holder," which means a beneficial owner of Debentures that is for
United States Federal income tax purposes (a) a citizen or resident of the
United States, (b) a corporation, partnership or other entity created or
organized in or under the laws of the United States or of any political
subdivision thereof or (c) an estate or trust described in Section
7701(a)(30) of the Internal Revenue Code of 1986, as amended. For purposes of
the foregoing definition, "United States" means the United States of America,
its territories and possessions, any state of the United States and the
District of Columbia.
7. The Undersigned hereby makes all acknowledgments, representations,
warranties, agreements and authorizations described in the Letter of
Transmittal to which this Signature Annex relates:
Authorized Signature:
----------------
Name:
--------------------------------
Title:
--------------------------------
- -------------------------------------------------------------------------------
IMPORTANT NOTICE
THE PERSON OR ENTITY SIGNING THIS SIGNATURE ANNEX MUST EITHER :
(A) BE A DIRECT ACCOUNTHOLDER IN EUROCLEAR OR CLEARSTREAM HOLDING THE DEBENTURES
TO WHICH THIS SIGNATURE ANNEX RELATES;
OR
(B) ENSURE THAT THE DEBENTURES TO BE TENDERED ARE DELIVERED TO THE
DEPOSITARY TOGETHER WITH THIS LETTER OF TRANSMITTAL
- -------------------------------------------------------------------------------
<PAGE> 7
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
PAYER: THE BANK OF NEW YORK
-----------------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART I -- Taxpayer Identification Number-For -------------------------------
FORM W-9 all accounts, enter taxpayer identification Social Security Number
DEPARTMENT OF THE number in the box at right and certify by or
TREASURY signing and dating below. NOTE: If the account
INTERNAL REVENUE SERVICE is in more than one name, see the chart in the -------------------------------
enclosed Guidelines to determine which number Employer Identification Number
PAYER'S REQUEST FOR TAXPAYER to give the payer.
IDENTIFICATION NUMBER (TIN)
----------------------------------------------------------------------------------------
PART II -- For payees exempt from backup withholding, please write "EXEMPT" here (see
the enclosed Guidelines):
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
PART III -- CERTIFICATION -- Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification number (or I am writing for a number to be issued
to me), and
(2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been
notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of a failure
to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding.
CERTIFICATION INSTRUCTIONS -- You must cross out item (2) above if you have been notified by the IRS that you are
currently subject to backup withholding because of underreporting interest or dividends on your tax return and you have
not been notified by the IRS that you are no longer subject to backup withholding. (Also, see instructions in the
enclosed Guidelines.)
- -------------------------------------------------------------------------------------------------------------------------
Signature -------------------- Date ---------- , 2000
------------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU
MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING (OR WILL
SOON APPLY FOR) A TAXPAYER IDENTIFICATION NUMBER.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and that I mailed or delivered an application to
receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office (or I intend to mail or
deliver an application in the near future). I understand that, notwithstanding
the information I provided in Part 3 of the Substitute Form W-9 above (and the
fact that I have completed this Certificate of Awaiting Taxpayer Identification
Number), if I do not provide a taxpayer identification number to the Depositary
within sixty (60) days, the Depositary is required to withhold 31% of all cash
payments made to me thereafter until I provide a number.
Signature
- ---------------------------------------------- Date:
- ------------------------------, 2000
Name (Please Print)
- --------------------------------------------------------------------------------
Address (Please Print)
- --------------------------------------------------------------------------------
<PAGE> 8
Form W-8
(Rev. November 1992) CERTIFICATE OF FOREIGN STATUS
Department of the Treasury
Internal Revenue Service
<TABLE>
<S> <C> <C> <C> <C>
-----------------------------------------------------------------------------------------------------------------------------
NAME OF OWNER (If joint account, also give joint owner's name.)(See SPECIFIC INSTRUCTIONS.) U.S. TAXPAYER IDENTIFICATION
NUMBER (if any)
-----------------------------------------------------------------------------------------------------------------------------
PERMANENT ADDRESS (See SPECIFIC INSTRUCTIONS.) (Include apt. or suite no.)
PLEASE
PRINT -----------------------------------------------------------------------------------------------------------------------------
OR City, province or state, postal code, and country
TYPE
-----------------------------------------------------------------------------------------------------------------------------
CURRENT MAILING ADDRESS, if different from permanent address (Include apt. or suite no., or P.O. box if mail is not delivered
to street address.)
-----------------------------------------------------------------------------------------------------------------------------
City, town or post office, state, and ZIP code (If foreign address, enter city, province or state, postal code, and country.)
- ------------------------------------------------------------------------------------------------------------------------------------
List account information Account number Account type Account number Account type
here (Optional, see -
SPECIFIC INSTRUCTIONS.)
- ------------------------------------------------------------------------------------------------------------------------------------
NOTICE OF CHANGE IN STATUS.-To notify the payer, mortgage interest recipient, broker, or barter exchange that you no longer
qualify for exemption, check here . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - [ ]
IF YOU CHECK THIS BOX, REPORTING WILL BEGIN ON THE ACCOUNT(S) LISTED.
- ------------------------------------------------------------------------------------------------------------------------------------
CERTIFICATION.-(Check applicable box(es)). Under penalties of perjury, I certify that:
[ ] For INTEREST PAYMENTS, I am not a U.S. citizen or resident (or I am filing for a foreign corporation, partnership,
estate, or trust).
PLEASE [ ] For DIVIDENDS, I am not a U.S. citizen or resident (or I am filing for a foreign corporation, partnership, estate, or
SIGN trust).
HERE [ ] For BROKER TRANSACTIONS or BARTER EXCHANGES, I am an exempt foreign person as defined in the
instructions below.
------------------------------------------------------------------------------------------------------------
- Signature Date
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
GENERAL INSTRUCTIONS
(Section references are to the Internal Revenue Code unless otherwise noted.)
PURPOSE
Use Form W-8 or a substitute form containing a substantially similar statement
to tell the payer, mortgage interest recipient, middleman, broker, or barter
exchange that you are a nonresident alien individual, foreign entity, or exempt
foreign person not subject to certain U.S. information return reporting or
backup withholding rules.
CAUTION: Form W-8 does not exempt the payee from the 30% (or lower treaty)
nonresident withholding rates.
NONRESIDENT ALIEN INDIVIDUAL
For income tax purposes, "nonresident alien individual" means an individual who
is neither a U.S. citizen nor resident. Generally, an alien is considered to be
a U.S. resident if:
- -The individual was a lawful permanent resident of the United States at any time
during the calendar year, that is, the alien held an immigrant visa (a "green
card"), or
- -The individual was physically present in the United States on:
(1) atleast 31 days during the calendar year, and
(2) 183 days or more during the current year and the 2 preceding calendar
years (counting all the days of physical presence in the current year, one-third
the number of days of presence in the first preceding year, and only one-sixth
of the number of days in the second preceding year).
See PUB. 519, U.S. Tax Guide for Aliens, for more information on resident and
nonresident alien status.
NOTE: If you are a nonresident alien individual married to a U.S. citizen or
resident and have made an election under section 6013(g) or (h), you are treated
as a U.S. resident and MAY NOT use Form W-8.
EXEMPT FOREIGN PERSON
For purposes of this form, you are an "exempt foreign person" for a calendar
year in which:
1. You are a nonresident alien individual or a foreign corporation,
partnership, estate, or trust,
2. You are an individual who has not been, and plans not to be, present in the
United States for a total of 183 days or more during the calendar year, and
3. You are neither engaged, nor plan to be engaged during the year, in a U.S.
trade or business that has effectively connected gains from transactions with a
broker or barter exchange.
If you do not meet the requirements of 2 or 3 above, you may instead certify
on FORM 1001, Ownership, Exemption, or Reduced Rate Certificate, that your
country has a tax treaty with the United States that exempts your transactions
from U.S. tax.
FILING INSTRUCTIONS
WHEN TO FILE.-File Form W-8 or substitute form before a payment is made.
Otherwise, the payer may have to withhold and send part of the payment to the
Internal Revenue Service (see BACKUP WITHHOLDING below). This certificate
generally remains in effect for three calendar years. However, the payer may
require you to file a new certificate each time a payment is made to you.
WHERE TO FILE.-File this form with the payer of the qualifying income who is the
withholding agent (see WITHHOLDING AGENT on page 2). Keep a copy for your own
records.
BACKUP WITHHOLDING
A U.S. taxpayer identification number or Form W-8 or substitute form must be
given to the payers of certain income. If a taxpayer identification number or
Form W-8 or substitute form is not provided or the wrong taxpayer identification
number is provided, these payers may have to withhold 20% of each payment or
transaction. This is called backup withholding.
NOTE: On January 1, 1993, the backup withholding rate increases from 20% to 31%.
Reportable payments subject to backup withholding rules are:
- -Interest payments under section 6049(a).
- -Dividend payments under sections 6042(a) and 6044.
- -Other payments (i.e., royalties and payments from brokers and barter exchanges)
under sections 6041, 6041A(a), 6045, 6050A, and 6050N.
If backup withholding occurs, an exempt foreign person who is a nonresident
alien individual may get a refund by filing FORM 1040NR, U.S. Nonresident Alien
Income Tax Return, with the Internal Revenue
(Continued on back.)
- --------------------------------------------------------------------------------
Cat. No. 10230M Form W-8 (Rev. 11-92)
<PAGE> 9
Form W-8 (Rev. 11-92) Page 2
- --------------------------------------------------------------------------------
Service Center, Philadelphia, PA 19255, even if filing the return is not
otherwise required.
U.S. TAXPAYER IDENTIFICATION NUMBER
The Internal Revenue law requires that certain income be reported to the
Internal Revenue Service using a U.S. taxpayer identification number (TIN). This
number can be a social security number assigned to individuals by the Social
Security Administration or an employer identification number assigned to
businesses and other entities by the Internal Revenue Service.
Payments to account holders who are foreign persons (nonresident alien
individuals, foreign corporations, partnerships, estates, or trusts) generally
are not subject to U.S. reporting requirements. Also, foreign persons are not
generally required to have a TIN, nor are they subject to any backup withholding
because they do not furnish a TIN to a payer or broker.
However, foreign persons with income effectively connected with a trade or
business in the United States (income subject to regular (graduated) income
tax), must have a TIN. To apply for a TIN, use FORM SS-4, Application for
Employer Identification Number, available from local Internal Revenue Service
offices, or FORM SS-5, Application for a Social Security Card, available from
local Social Security Administration offices.
SPECIAL RULES
MORTGAGE INTEREST.-For purposes of the reporting rules, mortgage interest is
interest paid on a mortgage to a person engaged in a trade or business
originating mortgages in the course of that trade or business. A mortgage
interest recipient is one who receives interest on a mortgage that was acquired
in the course of a trade or business.
Mortgage interest is not subject to backup withholding rules, but is subject
to reporting requirements under section 6050H. Generally, however, the reporting
requirements do not apply if the payer of record is a nonresident alien
individual who pays interest on a mortgage not secured by real property in the
United States. Use Form W-8 or substitute form to notify the mortgage interest
recipient that the payer is a nonresident alien individual.
PORTFOLIO INTEREST.-Generally, portfolio interest paid to a nonresident alien
individual or foreign partnership, estate, or trust is not subject to backup
withholding rules. However, if interest is paid on portfolio investments to a
beneficial owner that is neither a financial institution nor a member of a
clearing organization, Form W-8 or substitute form is required.
REGISTERED OBLIGATIONS NOT TARGETED TO FOREIGN MARKETS qualify as portfolio
interest not subject to 30% withholding, but require the filing of Form W-8 or
substitute form. See INSTRUCTIONS TO WITHHOLDING AGENTS on this page for
reporting rules.
See PUB. 515, Withholding of Tax on Nonresident Aliens and Foreign
Corporations, for REGISTERED OBLIGATIONS TARGETED TO FOREIGN MARKETS and when
Form W-8 or substitute form is not required on these payments.
BEARER OBLIGATIONS.-The interest from bearer obligations targeted to foreign
markets is treated as portfolio interest and is not subject to 30% withholding.
Form W-8 or substitute form is not required.
DIVIDENDS.-Any distribution or payment of dividends by a U.S. corporation sent
to a foreign address is subject to the 30% (or lower treaty) withholding rate,
but is not subject to backup withholding. Also, there is no backup withholding
on dividend payments made to a foreign person by a foreign corporation. However,
the 30% withholding (or lower treaty) rate applies to dividend payments made to
a foreign person by a foreign corporation if:
- - 25% or more of the foreign corporation's gross income for the three preceding
taxable years was effectively connected with a U.S. trade or business, and
- - The corporation was not subject to the branch profits tax because of an income
tax treaty (see section 884(e)).
If a foreign corporation makes payments to another foreign corporation, the
recipient must be a qualified resident of its country of residence to benefit
from that country's tax treaty.
BROKER OR BARTER EXCHANGES.-Income from transactions with a broker or barter
exchanges is subject to reporting rules and backup withholding unless Form W-8
or substitute form is filed to notify the broker or barter exchange that you are
an exempt foreign person as defined on page 1.
SPECIFIC INSTRUCTIONS
NAME OF OWNER.-If Form W-8 is being filed for portfolio interest, enter the name
of the beneficial owner.
U.S. TAXPAYER IDENTIFICATION NUMBER.-If you have a U.S. taxpayer identification
number, enter your number in this space (see the discussion earlier).
PERMANENT ADDRESS.-Enter your complete address in the country where you reside
permanently for income tax purposes.
<TABLE>
<CAPTION>
IF YOU ARE: SHOW THE
ADDRESS OF:
<S> <C>
An individual Your permanent
residence
A partnership Principal office
or corporation
An estate or Permanent residence
trust or principal office of
any fiduciary
</TABLE>
Also show your current mailing address if it differs from your permanent
address.
ACCOUNT INFORMATION (OPTIONAL).-If you have MORE THAN ONE ACCOUNT (savings,
certificate of deposit, pension, IRA, etc.) with the same payer, list all
account numbers and types on one Form W-8 or substitute form unless your payer
requires you to file a separate certificate for each account.
If you have MORE THAN ONE PAYER, file a separate Form W-8 with each payer.
SIGNATURE.-If only one foreign person owns the account(s) listed on this form,
that foreign person should sign the Form W-8.
If each owner of a joint account is a foreign person, EACH should sign a
separate Form W-8.
NOTICE OF CHANGE IN STATUS.-If you become a U.S. citizen or resident after you
have filed Form W-8 or substitute form, or you cease to be an exempt foreign
person, you must notify the payer in writing within 30 days of your change in
status.
To notify the payer, you may check the box in the space provided on this form
or use the method prescribed by the payer.
Reporting will then begin on the account(s) listed and backup withholding may
also begin unless you certify to the payer that:
(1) The U.S. taxpayer identification number you have given is correct, AND
(2) The Internal Revenue Service has not notified you that you are subject to
backup withholding because you failed to report certain income.
You may use FORM W-9, Request for Taxpayer Identification Number and
Certification, to make these certifications.
If an account is no longer active, you do not have to notify a payer of your
change in status unless you also have another account with the same payer that
is still active.
FALSE CERTIFICATE.-If you file a false certificate when you are not entitled to
the exemption from withholding or reporting, you may be subject to fines and/or
imprisonment under U.S. perjury laws.
INSTRUCTIONS TO WITHHOLDING AGENTS
WITHHOLDING AGENT.-Generally, the person responsible for payment of the items
discussed above to a nonresident alien individual or foreign entity is the
withholding agent (see Pub. 515).
RETENTION OF STATEMENT.-Keep Form W-8 or substitute form in your records for at
least four years following the end of the last calendar year during which the
payment is paid or collected.
PORTFOLIO INTEREST.-Although registered obligations NOT targeted to foreign
markets are not subject to 30% withholding, you must file FORM 1042S, Foreign
Person's U.S. Source Income Subject to Withholding, to report the interest
payment. Both Form 1042S and a copy of Form W-8 or substitute form must be
attached to FORM 1042, Annual Withholding Tax Return for U.S. Source Income of
Foreign Persons.
<PAGE> 10
INSTRUCTIONS
1. Inadequate Space. If the space provided in the box entitled
"Description of Debentures Tendered" above is inadequate, the certificate
numbers and/or the principal amount of Debentures should be listed on a separate
signed schedule and attached to this Letter of Transmittal.
2. Partial Tenders and Unpurchased Principal Amount. If less than all of
the principal amount of Debentures evidenced by any certificate are to be
tendered, fill in the principal amount that is to be tendered in the column
entitled "Principal Amount of Debentures Tendered" in the table set forth under
the caption entitled "Description of Debentures Tendered" above. In that case,
if any tendered principal amount of Debentures are purchased, a new certificate
for the remaining principal amount (including any amount not purchased)
evidenced by the old certificate(s) will be issued and sent to the holder(s),
unless otherwise specified in either the box entitled "Special Payment
Instructions" or the box entitled "Special Delivery Instructions" in this Letter
of Transmittal, as soon as practicable after the Expiration Date. Unless
otherwise indicated, the entire principal amount of all Debentures represented
by the certificate(s) set forth above and delivered to the Depositary will be
deemed to have been tendered.
3. Indication of Price at Which Debentures are Being Tendered. For
Debentures to be properly tendered, the Debenture holder must either (1) check
the box next to the section captioned "Debentures Tendered at Price Determined
Pursuant to the Offer" in this Letter of Transmittal or (2) check one of the
boxes in the section captioned "Debentures Tendered at Price Determined by
Debenture Holder" in this Letter of Transmittal indicating the price at which
the Debenture holder is tendering shares. Only one box may be checked. If more
than one box is checked or if no box is checked, the Debentures will not be
properly tendered. A Debenture holder wishing to tender a portion(s) of the
holder's principal amount of Debentures at different prices must complete a
separate Letter of Transmittal for each price at which the holder wishes to
tender each portion of the holder's principal amount of Debentures. The same
Debentures cannot be tendered (unless previously and properly withdrawn as
provided in Section 4 of the Offer to Purchase) at more than one price.
4. Irregularities. All questions as to the principal amount of Debentures
to be accepted, the price to be paid for the Debentures and the validity, form,
eligibility (including time of receipt) and acceptance for payment of any tender
of Debentures will be determined by Coeur in its sole discretion, which
determination will be final and binding on all parties. Coeur reserves the
absolute right to reject any or all tenders of Debentures it determines not to
be in proper form or the acceptance of which or payment for which may, in the
opinion of Coeur's counsel, be unlawful. Coeur also reserves the absolute right
to waive any of the conditions of the offer or any defect or irregularity in any
tender with respect to any particular Debentures or any particular Debenture
holder, and Coeur's interpretation of the terms of the offer (including these
Instructions) will be final and binding on all parties. No tender of Debentures
will be deemed to be properly made until all defects and irregularities have
been cured by the tendering Debenture holder or waived by Coeur. Unless waived,
any defects or irregularities in connection with tenders must be cured within
that time as Coeur will determine. None of Coeur, the Dealer Manager (as defined
in the Offer to Purchase), the Depositary, the Information Agent (as defined in
the Offer to Purchase) or any other person is or will be obligated to give
notice of any defects or irregularities in tenders and none of them will incur
any liability for failure to give any notice of defect or irregularity.
5. Questions and Requests for Assistance and Additional Copies. You may
request additional copies of this Offer to Purchase and the Letter of
Transmittal from the Information Agent at its addresses and telephone numbers
set forth on the back cover of the Offer to Purchase.
6. U.S. Taxpayer Identification Number and Backup Withholding for United
States Debenture Holders. If the Debenture holder is a "United States Holder"
(as defined in Section 13 of the Offer to Purchase), federal income tax law
generally requires that a Debenture holder whose tendered Debentures are
accepted for purchase, or the Debenture holder's assignee (in either case, the
"Payee"), provide the Depositary with the Payee's correct Taxpayer
Identification Number ("TIN"), which, in the case of a Payee who is an
individual, is the Payee's social security number. If the Depositary is not
provided with the correct TIN or an adequate basis for an exemption, the Payee
may be subject to penalties imposed by the Internal Revenue Service and
<PAGE> 11
backup withholding in an amount equal to 31% of the gross proceeds received
pursuant to the offer. If withholding results in an overpayment of taxes, a
refund may be obtained.
To prevent backup withholding, each Payee that is a United States Holder
must provide the Payee's correct TIN by completing the Substitute Form W-9 set
forth in this document, certifying that the TIN provided is correct (or that the
Payee is awaiting a TIN) and that (i) the Payee is exempt from backup
withholding, (ii) the Payee has not been notified by the Internal Revenue
Service that the Payee is subject to backup withholding as a result of a failure
to report all interest or dividends, or (iii) the Internal Revenue Service has
notified the Payee that the Payee is no longer subject to backup withholding.
If a Payee that is a United States Holder lacks a TIN, the Payee should (i)
consult the enclosed Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 ("W-9 Guidelines") for instructions on applying
for a TIN, (ii) write "Applied For" in the space provided in Part 1 of the
Substitute Form W-9, and (iii) sign and date the Substitute Form W-9 and the
Certificate of Awaiting Taxpayer Identification Number set forth in this
document. If the Payee does not provide the Payee's TIN to the Depositary within
sixty (60) days, backup withholding will begin and continue until the Payee
furnishes the Payee's TIN to the Depositary. Note that writing "Applied For" on
the Substitute Form W-9 means that the Payee has already applied for a TIN or
that the Payee intends to apply for one in the near future.
Exempt Payees (including, among others, all corporations and certain
foreign individuals) are not subject to backup withholding and reporting
requirements. To prevent possible erroneous backup withholding, an exempt Payee
should write "Exempt" in Part 2 of the Substitute Form W-9. See the enclosed W-9
Guidelines for additional instructions. In order for a nonresident alien or
foreign entity to qualify as exempt from backup withholding, that person must
submit a completed IRS Form W-8 Certificate of Foreign Status or a Substitute
Form W-8, signed under penalty of perjury, attesting to the exempt status. This
form may be obtained from the Depositary.
7. Withholding for Non-United States Debenture Holders. Even if a
Non-United States Holder (as defined in Section 13 of the accompanying Offer to
Purchase) has provided the required certification on Form W-8 or Substitute Form
W-8 to avoid backup withholding, the Depositary will withhold United States
federal income taxes equal to 30% of the gross payments payable to a Non-United
States Holder or his agent unless the Depositary determines that a reduced rate
of withholding is available under a tax treaty or that an exemption from
withholding is applicable because the gross proceeds are effectively connected
with the conduct of a trade or business within the United States. To obtain a
reduced rate of withholding under a tax treaty, a Non-United States Holder must
deliver to the Depositary before the payment a properly completed and executed
IRS Form 1001. To obtain an exemption from withholding on the grounds that the
gross proceeds paid pursuant to the offer are effectively connected with the
conduct of a trade or business within the United States, a Non-United States
Holder must deliver to the Depositary a properly completed and executed IRS Form
4224. A Non-United States Holder that qualifies for an exemption from
withholding by delivering IRS Form 4224 will generally be required to file a
United States federal income tax return and will be subject to United States
federal income tax on income derived from the sale of Debentures pursuant to the
offer in the manner and to the extent described in Section 13 of the
accompanying Offer to Purchase as if it were a United States Holder. The
Depositary will determine a Debenture holder's status as a Non-United States
Holder and eligibility for a reduced rate of, or exemption from, withholding by
reference to any outstanding certificates or statements concerning eligibility
for a reduced rate of, or exemption from, withholding (e.g., IRS Form 1001 or
IRS Form 4224) unless facts and circumstances indicate that reliance is not
warranted. A Non-United States Holder may be eligible to obtain a refund of all
or a portion of any tax withheld if the Non-United States Holder meets those
tests described in Section 13 of the accompanying Offer to Purchase that would
characterize the transaction as giving rise to capital gain as opposed to
interest income or is otherwise able to establish that no tax or a reduced
amount of tax is due.
Non-United States Holders are urged to consult their tax advisors regarding
the application of United States federal income tax withholding, including
eligibility for a withholding tax reduction or exemption, and the refund
procedure.
<PAGE> 12
8. Lost, Stolen, Destroyed or Mutilated Certificates. If any
certificate(s) representing Debentures has been lost, stolen, destroyed or
mutilated, the Debenture holder should advise the Depositary, which will furnish
additional instructions.
------------------------
This Letter of Transmittal, properly completed and duly executed (or a
manually signed facsimile of this Letter of Transmittal) must be received by the
Depositary before 5 PM, London time on the Expiration Date.
The Information Agent for the offer is:
<TABLE>
<S> <C>
In the U.S.: In Europe:
D.F. KING & CO., INC. D.F. KING (EUROPE)
77 Water Street, 20th Floor 2nd Floor, 2 London Wall Buildings
New York, New York 10005 London Wall
Banks and Brokers Call Collect: London EC2M 5PP
212-269-5550 England
All Others Call Toll Free: Call: 44 207 920 9700
(800) 359-5559
</TABLE>
The Dealer Manager for the offer is:
ABN AMRO INCORPORATED
1290 Avenue of the Americas
10th Floor
New York, New York 10104
212-258-1600
TOLL FREE: 800-227-1123
<PAGE> 1
COEUR D'ALENE MINES CORPORATION
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF REGISTERED DEBENTURES
This Notice of Guaranteed Delivery, or one substantially in the form
hereof, must be used to accept the offer if certificates evidencing 6%
Convertible Subordinated Debentures due 2002 of Coeur d'Alene Mines Corporation,
an Idaho corporation, are not immediately available, or if the procedure for
book-entry transfer described in the Offer to Purchase dated May 9, 2000 and the
related Letter of Transmittal, which, as amended or supplemented from time to
time, together constitute the offer, cannot be completed on a timely basis or
time will not permit all required documents, including a properly completed and
duly executed Letter of Transmittal (or a manually signed facsimile of the
Letter of Transmittal), an Agent's Message in the case of a book-entry transfer
(as defined in the Offer to Purchase) or the specific acknowledgement in the
case of a tender through the Automated Tender Offer Program of the Book-Entry
Transfer Facility (as defined in the Offer to Purchase), and any other required
documents, to reach the Depositary prior to the Expiration Date (as defined in
the Offer to Purchase).
This Notice of Guaranteed Delivery, properly completed and duly executed,
may be delivered by hand, mail or facsimile transmission to the Depositary. See
Section 3 of the Offer to Purchase.
The Depositary for the offer is:
THE BANK OF NEW YORK
<TABLE>
<S> <C>
By Hand or Overnight Courier: By Registered or Certified Mail:
The Bank of New York The Bank of New York
101 Barclay Street 101 Barclay Street
New York, New York 10286 New York, New York 10286
Attention: Securities Processing Windows Attention: Tolutope Adeyoju
Reorganization, Floor 7E Reorganization, Floor 7E
</TABLE>
By Facsimile Transmission:
(212) 815-6339
Confirm by Telephone:
(212) 815-3738
For Information with respect to the Tender Offer call:
Tolutope Adeyoju
at (212) 815-3738
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION OTHER
THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. DELIVERIES TO
COEUR WILL NOT BE FORWARDED TO THE DEPOSITARY AND THEREFORE WILL NOT CONSTITUTE
VALID DELIVERY. DELIVERIES TO THE BOOK-ENTRY TRANSFER FACILITY WILL NOT
CONSTITUTE VALID DELIVERY TO THE DEPOSITARY.
THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE
SIGNATURES. IF A SIGNATURE ON THE LETTER OF TRANSMITTAL IS REQUIRED TO BE
GUARANTEED BY AN ELIGIBLE INSTITUTION (AS DEFINED IN THE OFFER TO PURCHASE)
UNDER THE INSTRUCTIONS TO THE LETTER OF TRANSMITTAL, THE SIGNATURE GUARANTEE
MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER
OF TRANSMITTAL.
<PAGE> 2
Ladies and Gentlemen:
The undersigned tenders to Coeur at the price per $1,000 principal amount
of Debentures indicated in this Notice of Guaranteed Delivery, upon the terms
and subject to the conditions described in the Offer to Purchase and the related
Letter of Transmittal, receipt of which is hereby acknowledged, the principal
amount of Debentures specified below pursuant to the guaranteed delivery
procedure described in Section 3 of the Offer to Purchase.
Principal amount of Debentures to be tendered: $ .
The undersigned is tendering Debentures either (check one box):
[ ] at the purchase price determined by Coeur in accordance with the terms
of the offer (persons checking this box should not indicate the price
per share below); or
[ ] at the price per $1,000 principal amount indicated below in the section
captioned "Price (In Dollars) per $1,000 Principal Amount at Which
Debentures Are Being Tendered."
Check only one box. If more than one box is checked or if no box is
checked, the Debentures will not be properly tendered.
A. DEBENTURES TENDERED AT PRICE DETERMINED BY DEBENTURE HOLDER
(SEE INSTRUCTION 5 TO THE LETTER OF TRANSMITTAL)
By checking one of the following boxes below instead of the box under
"Debentures Tendered at a Price Determined Pursuant to the Offer," the
undersigned hereby tenders Debentures at a price checked. This action could
result in none of the Debentures being purchased if the purchase price
determined by Coeur for the Debentures is less than the price checked below. A
Debenture holder who desires to tender Debentures at more than one price must
complete a separate Letter of Transmittal for each price at which Debentures are
tendered. The same Debentures cannot be tendered at more than one price.
PRICE (IN DOLLARS) PER $1,000 PRINCIPAL AMOUNT OF
DEBENTURES AT WHICH DEBENTURES ARE BEING TENDERED
[ ] $640 [ ] $670 [ ] $700
[ ] $645 [ ] $675 [ ] $705
[ ] $650 [ ] $680 [ ] $710
[ ] $655 [ ] $685 [ ] $715
[ ] $660 [ ] $690 [ ] $720
[ ] $665 [ ] $695
OR
B. DEBENTURES TENDERED AT PRICE DETERMINED PURSUANT TO THE OFFER
(SEE INSTRUCTION 5)
[ ] The undersigned wants to maximize the chance of having Coeur purchase
all of the Debentures the undersigned is tendering (subject to the
possibility of proration). Accordingly, by checking this one box
instead of one of the price boxes above, the undersigned hereby tenders
Debentures and is willing to accept the purchase price determined by
Coeur in accordance with the terms of the offer. This action could
result in receiving a price per share of as low as $640.
<PAGE> 3
Signature(s):
-----------------------------------------------------------------
Name(s) of Record Holder(s):
---------------------------------------------------
PLEASE TYPE OR PRINT
Certificate Nos.:
--------------------------------------------------------------
- -------------------------------------------------------------------------------
Address:
-----------------------------------------------------------------------
Zip Code
-----------------------------------------------------------------------
Daytime Area Code and Telephone Number:
----------------------------------------
Dated: , 2000
-----------------------------------------------------------------
If Debentures will be delivered by book-entry transfer, provide the following
information:
Account Number:
-----------------------------------------------------------------
<PAGE> 4
GUARANTEE
(NOT TO BE USED FOR A SIGNATURE GUARANTEE.)
The undersigned, a bank, broker, dealer, credit union, savings
association or other entity that is a member in good standing of the
Securities Transfer Agents Medallion Program or a bank, broker, dealer,
credit union, savings association or other entity that is an "eligible
guarantor institution," as that term is defined in Rule 17Ad-15
promulgated under the Securities Exchange Act of 1934, as amended (each of
the foregoing constituting an "Eligible Institution"), guarantees the
delivery to the Depositary of the Debentures tendered, in proper form for
transfer, or a confirmation that the Debentures tendered have been
delivered pursuant to the procedure for book-entry transfer described in
the Offer to Purchase into the Depositary's account at the Book-Entry
Transfer Facility, in each case together with a properly completed and
duly executed Letter of Transmittal (or a manually signed facsimile of the
Letter of Transmittal), an Agent's Message in the case of a book-entry
transfer or the specific acknowledgement in the case of a tender through
the Automated Tender Offer Program of the Book-Entry Transfer Facility,
and any other required documents, all within three business days after the
date of receipt by the Depositary of this Notice of Guaranteed Delivery.
The Eligible Institution that completes this form must communicate
the guarantee to the Depositary and must deliver the Letter of Transmittal
and certificates representing Debentures to the Depositary within the time
period set forth in the Offer to Purchase. Failure to do so could result
in a financial loss to the Eligible Institution.
Name of Firm:
--------------------------------------------------------------
Address:
-------------------------------------------------------------------
Zip Code:
------------------------------------------------------------------
Area Code and Telephone No.:
-----------------------------------------------
Authorized Signature
--------------------------------------------------------
Name:
----------------------------------------------------------------------
Please Print:
-------------------------------------------------------------
Title:
---------------------------------------------------------------------
Date: , 2000
--------------------------------------------------------------
NOTE: DO NOT SEND DEBENTURE CERTIFICATES WITH THIS FORM. CERTIFICATES FOR
DEBENTURES SHOULD BE SENT WITH THE LETTER OF TRANSMITTAL.
<PAGE> 1
OFFER TO PURCHASE FOR CASH
BY
COEUR D'ALENE MINES CORPORATION
OF
UP TO $27,800,000 PRINCIPAL AMOUNT
OF
6% CONVERTIBLE SUBORDINATED DEBENTURES
DUE 2002
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12 NOON, NEW
YORK CITY TIME, AND 5:00 P.M. LONDON TIME, ON THURSDAY, JUNE 8, 2000, UNLESS THE
OFFER IS EXTENDED.
May 9, 2000
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed by Coeur d'Alene Mines Corporation, an Idaho
corporation (the "Company") to act as Dealer-Manager in connection with the
Company's offer to purchase up to $27,800,000 principal amount of 6% Convertible
Subordinated Debentures Due 2002 (the "Debentures"), at a price not greater than
$720 nor less than $640 per $1,000 principal amount of Debentures, plus accrued
and unpaid interest from June 10, 1999 up to, but not including, the date of
payment, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated May 9, 2000 (the "Offer to Purchase") and the related Letter of
Transmittal (which, as amended or supplemented from time to time, together
constitute the "Offer") enclosed herewith. Please furnish copies of the enclosed
materials to those of your clients for whose accounts you hold Debentures
registered in your name or in the name of your nominee.
For your information and for forwarding to your clients for whom you hold
Debentures registered in your name or in the name of your nominee, we are
enclosing copies of the following documents:
1. Offer to Purchase;
2. Letter of Transmittal to tender registered Debentures for your use
and for the information of your clients;
3. Notice of Guaranteed Delivery to be used to accept the Offer if
certificates for registered Debentures are not immediately available or
time will not permit all required documents to reach the Depositary by the
expiration of the Offer or if the procedure for book-entry transfer cannot
be completed on a timely basis;
4. A letter to holders of Debentures from Dennis E. Wheeler, Chairman
and Chief Executive Officer of the Company, dated May 9, 2000;
5. A letter that you may send to your clients for whose accounts you
hold Debentures registered in your name or in the name of your nominee,
with space provided for obtaining such clients' instructions with regard to
the Offer;
6. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9; and
7. Return envelope addressed to The Bank of New York (the
"Depositary").
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT
<PAGE> 2
12 NOON, NEW YORK CITY TIME AND 5:00 P.M., LONDON TIME, ON THURSDAY, JUNE 8,
2000, UNLESS THE OFFER IS EXTENDED.
In all cases, payment for Debentures tendered and accepted for payment
pursuant to the Offer will be made only after timely receipt by the Depositary
of (i) the certificates evidencing such Debentures or timely confirmation of a
book-entry transfer of such Debentures into the Depositary's account at the
Book-Entry Transfer Facility (as defined in the Offer to Purchase), (ii) a
Letter of Transmittal (or facsimile thereof), properly completed and duly
executed, with any required signature guarantees, or an Agent's Message (as
defined in the Offer to Purchase) in connection with a book-entry delivery, and
(iii) any other documents required by the Letter of Transmittal.
If a holder of registered Debentures wishes to tender Debentures, but
cannot deliver such holder's certificates or other required documents, or cannot
comply with the procedure for book-entry transfer, prior to the expiration of
the Offer, a tender may be effected by following the guaranteed delivery
procedure described in Section 3 of the Offer to Purchase.
The Company will not pay any fees or commissions to any broker, dealer or
other person (other than ABN AMRO Incorporated (the "Dealer-Manager") and D.F.
King & Co., Inc. (the "Information Agent")) for soliciting tenders of Debentures
pursuant to the Offer. However, upon request, the Company will reimburse you for
customary mailing and handling expenses incurred by you in forwarding any of the
enclosed materials to your clients. The Company will pay or cause to be paid any
transfer taxes payable with respect to the transfer of Debentures to it, except
as otherwise provided in Instruction 7 in the Letter of Transmittal.
Any inquiries that you may have with respect to the Offer should be
addressed to the Information Agent or to the Dealer-Manager, at the respective
addresses and telephone numbers set forth on the back cover page of the Offer to
Purchase.
Additional copies of the enclosed material may be obtained from the
Information Agent at the address and telephone number set forth on the back
cover page of the Offer to Purchase.
Very truly yours,
ABN AMRO INCORPORATED
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL AUTHORIZE YOU
OR ANY OTHER PERSON TO ACT ON BEHALF OF OR AS THE AGENT OF THE COMPANY, THE
DEALER-MANAGER, THE INFORMATION AGENT OR THE DEPOSITARY, OR OF ANY AFFILIATE OF
ANY OF THEM, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR TO MAKE
ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN
THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.
2
<PAGE> 1
OFFER TO PURCHASE FOR CASH
BY
COEUR D'ALENE MINES CORPORATION
OF
UP TO $27,800,000 PRINCIPAL AMOUNT
OF
6% CONVERTIBLE SUBORDINATED DEBENTURES
DUE 2002
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 NOON, NEW
YORK CITY TIME AND 5:00 P.M., LONDON TIME, ON THURSDAY, JUNE 8, 2000, UNLESS THE
OFFER IS EXTENDED.
May 9, 2000
To Our Clients:
Enclosed for your consideration are an Offer to Purchase, dated May 9, 2000
(the "Offer to Purchase"), and a related Letter of Transmittal (which, as
amended or supplemented from time to time, together constitute the "Offer")
relating to the offer by Coeur d'Alene Mines Corporation, an Idaho corporation
(the "Company"), to purchase up to $27,800,000 principal amount of 6%
Convertible Subordinated Debentures Due 2002 (the "Debentures"), at a price not
greater than $720 nor less than $640 per $1,000 principal amount of Debentures,
plus accrued and unpaid interest from June 10, 1999 up to, but not including,
the date of payment, upon the terms and subject to the conditions set forth in
the Offer. Also enclosed is a letter to holders of Debentures from Dennis E.
Wheeler, Chairman and Chief Executive Officer of the Company, dated May 9, 2000.
WE ARE (OR OUR NOMINEE IS) THE HOLDER OF RECORD OF REGISTERED DEBENTURES
HELD BY US FOR YOUR ACCOUNT. A TENDER OF SUCH DEBENTURES CAN BE MADE ONLY BY US
AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF
TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY
YOU TO TENDER DEBENTURES HELD BY US FOR YOUR ACCOUNT.
Holders of Debentures whose certificates evidencing Debentures ("Debenture
Certificates") are not immediately available or who cannot deliver their
Debenture Certificates and all other documents required by the Letter of
Transmittal to the Depositary prior to the expiration of the Offer or who cannot
complete the procedure for delivery by book-entry transfer to the Depositary's
account at the Depository Trust Company (as set forth in "Procedures for
Tendering Debentures -- Book-Entry Delivery of Registered Debentures" in the
Offer to Purchase) on a timely basis and who wish to tender their Debentures
must do so pursuant to the guaranteed delivery procedure described in
"Procedures for Tendering Debentures -- Guaranteed Delivery" in the Offer to
Purchase. See Instruction 2 of the Letter of Transmittal. Delivery of documents
to the Depository Trust Company in accordance with the Depository Trust
Company's procedures does not constitute delivery to the Depositary.
Accordingly, we request instructions as to whether you wish to have us
tender on your behalf any or all of the Debentures held by us (or our nominee)
for your account, upon the terms and subject to the conditions set forth in the
Offer.
<PAGE> 2
Your attention is directed to the following:
1. The purchase price for the Debentures will be not more than $720
nor less than $640 per $1,000 principal amount of Debentures, plus accrued
and unpaid interest from June 10, 1999 up to, but not including, the date
of payment. Holders of Debentures that wish to tender Debentures in the
Offer will be required to indicate the minimum price at which they are
willing to sell such Debentures pursuant to the Offer, within the price
range stated herein. The Company will select the lowest purchase price that
will allow the Company to buy $27,800,000 principal amount of Debentures
or, if a lesser principal amount of Debentures is tendered, all Debentures
that are properly tendered and not withdrawn. All Debentures purchased
pursuant to the Offer will be purchased at the same price. To maximize the
chances of the Company purchasing all of a Holder's Debentures the Holder
may transfer at the price determined by the Company as explained in the
offer to purchase.
2. The Offer is being made for up to $27,800,000 principal amount of
Debentures and is subject to certain conditions set forth in the Offer to
Purchase.
3. The Offer, proration period and withdrawal rights will expire at
12:00 noon, New York City time and 5:00 p.m., London time, on Thursday,
June 8, 2000, unless the Offer is extended.
4. The Debentures include both bearer Debentures and registered
Debentures. Tendering holders of registered Debentures who hold their
Debentures through a broker or bank should consult their broker or bank in
order to determine whether transaction costs will apply. In addition, U.S.
federal income tax backup withholding at a rate of 31% may be required,
unless an exemption is provided or unless the required taxpayer
identification information is provided on the Letter of Transmittal.
If you wish to have us tender any or all of your Debentures, please so
instruct us by completing, executing, detaching and returning to us the
instruction form contained in this letter. An envelope in which to return your
instructions to us is enclosed. If you authorize the tender of your Debentures,
all such Debentures will be tendered unless otherwise specified in your
instructions. PLEASE FORWARD YOUR INSTRUCTIONS TO US IN AMPLE TIME TO PERMIT US
TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION OF THE OFFER.
The Offer is made solely by the Offer to Purchase and the related Letter of
Transmittal and any supplements or amendments thereto, and is being made to all
holders of Debentures. The Offer is not being made to (nor will tenders be
accepted from or on behalf of) holders of Debentures in any jurisdiction in
which the making of the Offer or the acceptance thereof would not be in
compliance with the laws of such jurisdiction. In any jurisdiction where the
securities, blue sky or other laws require the Offer to be made by a licensed
broker or dealer, the Offer shall be deemed to be made on behalf of the Company
by one or more registered brokers or dealers licensed under the laws of such
jurisdiction.
2
<PAGE> 3
INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH
UP TO $27,800,000 PRINCIPAL AMOUNT
OF
6% CONVERTIBLE SUBORDINATED DEBENTURES
DUE 2002
BY
COEUR D'ALENE MINES CORPORATION
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase, dated May 9, 2000, and the related Letter of Transmittal
(which, as amended or supplemented from time to time, together constitute the
"Offer") in connection with the offer by Coeur d'Alene Mines Corporation, an
Idaho corporation, to purchase up to $27,800,000 principal amount of 6%
Convertible Subordinated Debentures Due 2002 (the "Debentures"), at a price not
greater than $720 nor less than $640 per $1,000 principal amount of Debentures,
plus accrued and unpaid interest from June 10, 1999 up to, but not including,
the date of payment, upon the terms and subject to the conditions set forth in
the Offer.
This will instruct you to tender the principal amount of Debentures
indicated below (or, if no principal amount is indicated below, all Debentures)
that are held by you for the account of the undersigned, upon the terms and
subject to the conditions set forth in the Offer.
<TABLE>
<S> <C>
Aggregate Principal Amount of Debentures to be Tendered: $ Date:
------------- -------------
SIGN HERE
-----------------------------------------------------
Signature(s)
-----------------------------------------------------
Please print name(s)
-----------------------------------------------------
-----------------------------------------------------
Please print address(es)
-----------------------------------------------------
Area code and telephone number(s)
-----------------------------------------------------
Taxpayer Identification or
Social Security Number(s)
</TABLE>
BY EXECUTING AND DELIVERING THIS LETTER, THE UNDERSIGNED ACKNOWLEDGES THAT
IT IS TENDERING ALL DEBENTURES REFERENCED IN THIS LETTER.
3
<PAGE> 1
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYOR.--Social Security numbers have nine digits separated by two hyphens: i.e.,
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e., 00-0000000. The table below will help determine the number to
give the payor.
<TABLE>
<CAPTION>
- ------------------------------------------------------------
GIVE THE
SOCIAL SECURITY
FOR THIS TYPE OF ACCOUNT: NUMBER OF--
- ------------------------------------------------------------
<C> <S> <C>
1. An individual's account The individual
2. Two or more individuals (joint The actual owner of
account) the account or, if
combined funds, the
individual on the
account(1)
3. Husband and wife (joint account) The actual owner of
the account or, if
joint funds, either
person(1)
4. Custodian account of a minor The minor(2)
(Uniform Gift to Minors Act)
5. Adult and minor (joint account) The adult or, if
the minor is the
only contributor,
the minor(1)
6. Account in the name of guardian or The ward, minor, or
committee for a designated ward, incompetent
minor, or incompetent person person(3)
7. a. The usual revocable savings The grantor-
trust account (grantor is also trustee(1)
trustee)
b. So-called trust account that is The actual owner(1)
not a legal or valid trust
under State law
8. Sole proprietorship account The Owner(4)
- ------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------
GIVE THE EMPLOYER
IDENTIFICATION
FOR THIS TYPE OF ACCOUNT: NUMBER OF--
- ------------------------------------------------------------
<C> <S> <C>
9. A valid trust, estate, or pension The legal entity
trust (Do not furnish the
identifying number
of the personal
representative or
trustee unless the
legal entity itself
is not designated
in the account
title.)(5)
10. Corporate account The corporation
11. Religious, charitable, or The organization
educational organization account
12. Partnership account held in the The partnership
name of the business
13. Association, club, or other tax- The organization
exempt organization
14. A broker or registered nominee The broker or
nominee
15. Account with the Department of The public entity
Agriculture in the name of a
public entity (such as a State or
local government, school district,
or prison) that receives
agricultural program payments
- ------------------------------------------------------------
</TABLE>
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4) Show the name of the owner.
(5) List first and circle the name of the legal trust, estate, or pension trust.
NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
<PAGE> 2
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
OBTAINING A NUMBER
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments include the
following:
- A corporation.
- A financial institution.
- An organization exempt from tax under section 501(a), an individual
retirement plan or a custodial account under Section 403(b)(7).
- The United States or any agency or instrumentality thereof.
- A State, the District of Columbia, a possession of the United States, or any
subdivision or instrumentality thereof.
- A foreign government, a political subdivision of a foreign government, or
any agency or instrumentality thereof.
- An international organization or any agency or instrumentality thereof.
- A registered dealer in securities or commodities registered in the U.S. or a
possession of the U.S.
- A real estate investment trust.
- A common trust fund operated by a bank under section 584(a).
- An exempt charitable remainder trust, or a non-exempt trust described in
section 4947(a)(1).
- An entity registered at all times under the Investment Company Act of 1940.
- A foreign central bank of issue.
PAYMENTS NOT GENERALLY SUBJECT TO BACKUP WITHHOLDING
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
- Payments to nonresident aliens subject to withholding under section 1441.
- Payments to partnerships not engaged in a trade or business in the U.S. and
which have at least one nonresident partner.
- Payments of patronage dividends where the amount received is not paid in
money.
- Payments made by certain foreign organizations.
- Payments made to a nominee.
Payments of interest not generally subject to backup withholding include the
following:
- Payments of interest on obligations issued by individuals. Note: You may be
subject to backup withholding if this interest is $600 or more and is paid
in the course of the payor's trade or business and you have not provided
your correct taxpayer identification number to the payor.
- Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
- Payments described in section 6049(b)(5) to nonresident aliens.
- Payments on tax-free government bonds under section 1451.
- Payments made by certain foreign organizations.
- Payments made to a nominee.
Exempt payees described above should file substitute Form W-9 to avoid possible
erroneous backup withholding. FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER,
CERTIFYING THAT YOU ARE EXEMPT FROM BACKUP WITHHOLDING, SIGN AND DATE THE FORM,
AND RETURN IT TO THE PAYOR.
Certain payments other than interest, dividends, and patronage dividends, that
are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(a),
6045, and 6050A.
PRIVACY ACT NOTICE. Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payors
who must report the payments to the IRS. The IRS uses the numbers for
identification purposes. Payors must be given the numbers whether or not
recipients are required to file tax returns. Payors must generally withhold 31%
of taxable interest, dividend, and certain other payments to a payee who does
not furnish a taxpayer identification number to a payor. Certain penalties may
also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you fail
to furnish your taxpayer identification number to a payor, you are subject to a
penalty of $50 for each such failure unless your failure is due to reasonable
cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX
CONSULTANT OR THE INTERNAL REVENUE SERVICE.
<PAGE> 1
EXHIBIT (a)(5)(iii)
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Debentures. The Offer is made solely by the Offer to Purchase, dated May
9, 2000, and the related Letter of Transmittal, and any amendments or
supplements to the Offer to Purchase or Letter of Transmittal. The Offer is not
being made to, nor will tenders be accepted from or on behalf of, holders of
Debentures in any jurisdiction in which the making or acceptance of offers to
sell Debentures would not be in compliance with the laws of that jurisdiction.
In any jurisdiction where the securities, blue sky or other laws require the
Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be
made on behalf of Coeur by ABN AMRO Incorporated, the Dealer Manager of this
Offer, or one or more registered brokers or dealers licensed under the laws of
that jurisdiction.
Notice of Offer to Purchase for Cash by Coeur d'Alene Mines Corporation of up to
$27,800,000 principal amount of its 6% Convertible Subordinated Debentures due
2002 at a Purchase Price not Greater than $720 nor less than $640 Per $1,000
Principal Amount Coeur d'Alene Mines Corporation, an Idaho corporation ("Coeur"
or the "Company"), is offering to purchase for cash up to $27,800,000 principal
amount of its 6% Convertible Subordinated Debentures due 2002 ("Debentures"),
upon the terms and subject to the conditions set forth in the Offer to Purchase
dated May 9, 2000 ("Offer to Purchase"), and in the related Letter of
Transmittal (which together, as they may be amended and supplemented from time
to time, constitute the "Offer"). Coeur is inviting its Debenture holders to
tender their Debentures at prices specified by the tendering Debenture holders
that are not greater than $720 nor less than $640 per $1,000 principal amount of
Debentures, net to the seller in cash, upon the terms and subject to the
conditions of the Offer. Coeur shall not be obligated to purchase any of the
Debentures if less than a minimum of $10,000,000 principal amount of Debentures
is tendered. However, it reserves the right to purchase less than the
$10,000,000 minimum principal amount if it chooses to do so. The Offer also is
subject to other conditions set forth in the Offer to Purchase and the related
Letter of Transmittal.
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12 NOON NEW
YORK CITY TIME, AND 5:00 PM LONDON TIME, ON JUNE 8, 2000, UNLESS THE OFFER IS
EXTENDED.
COEUR'S BOARD OF DIRECTORS HAS APPROVED THE OFFER. HOWEVER, NEITHER COEUR NOR
ITS BOARD OF DIRECTORS NOR THE DEALER MANAGER OR INFORMATION AGENT IS MAKING ANY
RECOMMENDATION TO THE DEBENTURE HOLDERS AS TO WHETHER TO TENDER OR REFRAIN FROM
TENDERING THEIR DEBENTURES OR AS TO THE PRICE OR PRICES AT WHICH DEBENTURE
HOLDERS MAY CHOOSE TO TENDER THEIR DEBENTURES. DEBENTURE HOLDERS MUST MAKE THEIR
OWN DECISION AS TO WHETHER TO TENDER THEIR DEBENTURES AND, IF SO, THE PRINCIPAL
AMOUNT TO TENDER AND THE PRICE OR PRICES AT WHICH SUCH DEBENTURES SHOULD BE
TENDERED.
Coeur will, upon the terms and subject to the conditions of the Offer, determine
the single per $1,000 principal amount purchase price, not in excess of $720 nor
less than $640 per Debenture, that it will pay for Debentures properly tendered
under the Offer, taking into account the number of Debentures so tendered and
the prices specified by tendering Debenture holders. Coeur will select the
lowest purchase price ("Purchase Price") that will allow it to purchase
$27,800,000 principal amount of Debentures, or such lesser number of Debentures
as are properly tendered (and not withdrawn) pursuant to the Offer. All
Debentures properly tendered (and not withdrawn) prior to the "expiration date"
(as defined below) at prices at or below the Purchase Price will be purchased at
the Purchase Price, upon the terms and subject to the conditions of the Offer,
including the proration provisions in the event that greater than $27,800,000
principal amount of Debentures are purchased.
Under no circumstances will interest be paid on the Purchase Price for the
Debentures. Coeur will pay accrued and unpaid interest on the Debentures from
June 10, 1999 up to, but not including, the date of payment for the Debentures
purchased. All Debentures acquired in the Offer will be acquired at the Purchase
Price regardless of whether the Debenture holder selected a lower price. The
term "expiration date" means 12 noon, New York City time, and 5:00 PM London
time, on Thursday, June 8, 2000, unless Coeur, in its sole discretion, extends
the period of time during which the Offer will remain open, in which event the
term "expiration date" shall refer to the latest time and date at which the
Offer, as so extended by Coeur, shall expire. Coeur reserves the right, in its
sole discretion, to purchase more than $27,800,000 principal amount of
Debentures under the Offer. For purposes of the Offer, Coeur will be deemed to
have accepted for payment (and therefore purchased) Debentures properly tendered
and not withdrawn, subject to the proration provisions of the Offer, only when,
as and if Coeur gives oral or written notice to The Bank of New York, the
Depositary of the Offer, of its acceptance for payment of such Debentures under
the Offer.
The Debentures have been issued in registered and bearer form. Coeur will
purchase both forms on the same terms and conditions and at the same price.
There are separate Letters of Transmittal for Registered Debentures and Bearer
Debentures.
Payment for the Debentures tendered and accepted for payment under the Offer
will be made only after timely receipt by the Depositary of certificates for
such Debentures or, if the Debentures are registered, a timely confirmation of a
book-entry transfer of such Debentures into the Depositary's account at the
"book-entry transfer facility" (as defined in the Offer to Purchase), a properly
completed and duly executed Letter of Transmittal (or a manually signed
facsimile of the Letter of Transmittal), an Agent's Message (as defined in the
Offer to Purchase) in the case of a book-entry transfer, or the specific
acknowledgement in the case of a tender through the Automated Tender Offer
Program of the Book-Entry Transfer Facility (as defined in the Offer to
Purchase) and any other documents required by the Letter of Transmittal.
Upon the terms and subject to the conditions of the Offer, if more than
$27,800,000 principal amount of Debentures, or such greater principal amount as
Coeur may elect to purchase have been properly tendered (and not withdrawn)
prior to the expiration date at prices at or below the Purchase Price, Coeur
will purchase properly tendered Debentures on a pro rata basis. All other
Debentures that have been tendered and not purchased will be returned to the
Debenture holder as promptly as practicable after the expiration date.
Coeur expressly reserves the right, in its sole discretion, at any time and from
time to time, to extend the period of time during which the Offer is open and
thereby delay acceptance for payment of, and payment for, any Debentures by
giving oral or written notice of such extension to the Depositary and making a
public announcement thereof no later than 12 noon, New York time, and 5:00 PM
London time, on the next business day after the previously scheduled expiration
date. During any such extension, all Debentures previously tendered and not
withdrawn will remain subject to the Offer and to the right of a tendering
Debenture holder to withdraw such Debenture holder's Debentures.
Coeur is making the Offer (1) to lower Coeur's interest expense and (2) to take
advantage of Coeur's current liquidity and improve its capital structure by
reducing Coeur's outstanding debt.
<PAGE> 2
Tenders of Debentures under the Offer are irrevocable, except that tendered
Debentures may be withdrawn at any time prior to the expiration date and, unless
previously accepted for payment by Coeur under the Offer, may also be withdrawn
at any time after 12 noon, New York City time, and 5:00 PM London time, on July
5, 2000. For a withdrawal to be effective, a written, telegraphic or facsimile
transmission notice of withdrawal must be timely received by The Bank of New
York, at one of its addresses set forth on the back cover page of the Offer to
Purchase. Withdrawal procedures for registered and bearer Debentures are set
forth in the Offer to Purchase. All questions as to the form and validity of any
notice of withdrawal, including the time of receipt, will be determined by
Coeur, in its sole discretion, whose determination will be final and binding.
None of Coeur, The Bank of New York, as the Depositary, D.F. King & Co., Inc.,
or D.F. King (Europe), each as the Information Agent, ABN AMRO, as the Dealer
Manager, or any other person will be under any duty to give notification of any
defects or irregularities in any tender or notice of withdrawal or incur any
liability for failure to give any such notification.
The receipt of cash for Debentures we purchase in the Offer will, for U.S.
federal tax purposes, be treated either as (1) a sale or exchange eligible for
capital gains treatment, or (2) interest income subject to ordinary tax rates.
Debenture holders are strongly encouraged to read the Offer to Purchase for
additional information regarding the U.S. federal tax consequences of
participating in the Offer. All Debenture holders should consult with their own
tax advisers as to the tax consequences of tendering their Debentures, including
state, local or foreign laws.
The information required to be disclosed by Rule 13e-4(d)(1) under the
Securities Exchange Act of 1934, as amended, is contained in the Offer to
Purchase and is incorporated herein by reference.
The Offer to Purchase and the related Letter of Transmittal are being mailed
promptly to record holders of Debentures whose names appear on Coeur's Debenture
holder list and will be furnished to brokers, dealers, commercial banks, trust
companies and similar persons whose names, or the names of whose nominees,
appear on the Debenture holder list or, if applicable who are listed as
participants in a clearing agency's security position listing for subsequent
transmittal to beneficial owners of Debentures.
Holders of Bearer Debentures or their custodians may obtain copies of the Offer
to Purchase and the Letter of Transmittal for Bearer Debentures by contacting
the Information Agent or Dealer Manager at the telephone numbers and addresses
set forth below.
THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION. DEBENTURE HOLDERS SHOULD READ THEM CAREFULLY BEFORE MAKING ANY
DECISION REGARDING THE OFFER.
Any questions or requests for assistance may be directed to the Information
Agent or the Dealer Manager at the respective telephone numbers and addresses
set forth below. Additional copies of the Offer to Purchase, the Letter of
Transmittal and the Notice of Guaranteed Delivery may be obtained from the
Information Agent at the addresses and telephone numbers set forth below and
will be promptly furnished by Coeur at its expense. Debenture holders may also
contact their broker, dealer, commercial bank, trust company or nominee for
assistance concerning the Offer. To confirm delivery of tendered Debentures,
Debenture holders are directed to contact the Depositary. The Information Agent
in the United States for the Offer is:
D. F. KING & CO., INC.
77 Water Street, 20th Floor
New York, New York 10005
Banks and Brokers Call Collect: 212-269-5550
All Others Call Toll Free: 800-359-5559
The Information Agent in Europe for the Offer is:
D. F. KING (Europe)
2nd Floor, 2 London Wall Buildings
London Wall
London EC2M 5PP
England
Tel: 44 207 920 9700
The Dealer Manager for the Offer is:
ABN AMRO Incorporated
1290 Avenue of the Americas
10th Floor
New York, New York 10104
212-258-1600
Toll Free: 800-227-1123
International: 212-258-1600
The Depositary for the Offer is:
The Bank of New York
Bearer Debentures
30 Cannon Street
London EC4M 6xH
Tel: 44 207 964 7284
Attn: Linda Read
Definitive Registered Debentures
101 Barclay Street
Corporate Trust Window
7E-Attn: Tolutope Adeyoju
New York, New York 10286
Tel: 212-815-3738
May 9, 2000
<PAGE> 1
EXHIBIT (a)(5)(iv)
FOR IMMEDIATE RELEASE
MAY 9, 2000
COEUR D'ALENE MINES CORPORATION ANNOUNCES
A CASH TENDER OFFER FOR ITS 6% CONVERTIBLE
SUBORDINATED DEBENTURES DUE 2002
Coeur d'Alene, Idaho, May 9, 2000 - Coeur d'Alene Mines Corporation (NYSE:CDE)
today announced that it has commenced a "Dutch Auction" tender offer to purchase
a principal amount of up to $27,800,000 of its 6% Convertible Subordinated
Debentures due in 2002.
Coeur intends to purchase the Debentures at a single purchase price not greater
than $720 nor less than $640 per $1,000 of principal (or face value) amount.
Holders of the Debentures will have the opportunity to tender all or a portion
of the principal amount of their Debentures at a price within the $720 to $640
range. Coeur intends to pay for the Debentures from its current cash resources.
Coeur will select the lowest purchase price that will allow it to purchase
$27,800,000 principal amount of Debentures, or such lesser number of Debentures
as are properly tendered pursuant to the offer. All Debentures will be purchased
at the same purchase price, subject to proration in the event that greater that
$27,800,000 principal amount of Debentures have been tendered.
Coeur shall not be obligated to purchase any of the Debentures if less than a
$10,000,000 minimum principal amount is tendered. However, it reserves the right
to purchase less than the $10,000,000 principal amount if it chooses to do so.
On May 8, 2000, the last bid price in the inter-dealer market for the
Debentures as a percent of par was 60, or $600 per $1,000 of principal. The
Debentures are convertible into Coeur common stock at a conversion price of
$25.57 per share. The last reported sale price of Coeur common stock, on May 8,
2000, on the New York Stock Exchange was $3.875 per share.
Dennis E. Wheeler, Chairman of the Board, President and Chief Executive Officer
of Coeur stated, "The tender offer is being made at this time to lower Coeur's
interest expense and improve the Company's capital structure by utilizing our
current liquidity to reduce outstanding debt."
Coeur's Board of Directors has approved the offer. However, neither the Board,
nor ABN AMRO Incorporated, the dealer manager, is making any recommendations to
the holders of the
<PAGE> 2
Debentures whether or not to tender their or as to the purchase price at which
they may choose to tender.
The tender offer will expire on June 8, 2000, 12 noon New York City time (5 pm
London time) unless Coeur elects to extend the offer. The offer is subject to
various terms and conditions described in the Offer to Purchase.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY
OR THE SOLICITATION OF AN OFFER TO SELL ANY OF COEUR'S DEBENTURES. THE
SOLICITATION OF OFFERS TO BUY THE DEBENTURES WILL ONLY BE MADE PURSUANT TO THE
OFFER TO PURCHASE AND RELATED MATERIALS THAT COEUR WILL BE SENDING TO HOLDERS OF
ITS REGISTERED DEBENTURES SHORTLY. DEBENTURES ARE OUTSTANDING IN REGISTERED AND
BEARER FORM. HOLDERS OF BEARER DEBENTURES SHOULD CONTACT THE INFORMATION AGENT
FOR COPIES OF THE OFFER TO PURCHASE AND RELATED MATERIALS. INFORMATION AGENT
OFFICES: D.F. KING (EUROPE) 2ND FLOOR, 2 LONDON WALL BUILDINGS, LONDON WALL
LONDON EC2M 5PP, Tel: 44-207-920-9700; D.F. KING & CO., INC. 77 WATER STREET,
20th FLOOR, NEW YORK, NY 10005, Tel. 800-359-5559. DEBENTURE HOLDERS SHOULD READ
THE OFFER TO PURCHASE AND RELATED MATERIALS CAREFULLY. THEY WILL CONTAIN
IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS AND CONDITIONS OF THE OFFER.
Coeur d'Alene Mines Corporation is North America's leading low-cost primary
silver producer and a significant international gold producer as well. The
Company has mining interests in Nevada, Idaho, Alaska, Chile, Bolivia and
Australia.
Contact:
Geoff A. Burns, Chief Financial Officer, Coeur d'Alene Mines Corporation, (208)
665-0335,
or
Michael A. Steeves, Director of Investor Relations, Coeur d'Alene Mines
Corporation, (208) 769-8155.
<PAGE> 1
COEUR D'ALENE MINES CORPORATION
May 9, 2000
To Holders of our 6% Convertible Subordinated Debentures due 2002
We invite you to tender your Debentures for purchase by Coeur. We are
offering to purchase up to $27,800,000 principal amount of Debentures at a price
not greater than $720 nor less than $640 per $1,000 principal amount, net to the
seller in cash, as specified by holders tendering their Debentures.
We will select the lowest purchase price that will allow us to buy
$27,800,000 principal amount of Debentures or such lesser principal amount of
Debentures as is properly tendered and not withdrawn. All Debentures acquired in
the Offer will be acquired at the same purchase price.
Our offer is being made upon the terms and subject to the conditions set
forth in the enclosed Offer to Purchase and related Letter of Transmittal. I
encourage you to read these materials carefully before making any decision with
respect to the Offer. The Offer will expire at 12 noon, New York City time, and
5 pm London time on Thursday, June 8, 2000, unless we extend it.
We are making the Offer to buy back our Debentures at this time in order to
lower our interest expenses, and to improve our capital structure by utilizing
our current liquidity to reduce our outstanding debt.
Our Board has approved the Offer. However, neither Coeur, its Board of
Directors, nor the Dealer Manager, makes any recommendation to Debenture holders
as to whether to tender or refrain from tendering their Debentures or as to the
purchase price at which holders should tender their Debentures, and none of them
have authorized any person to make any recommendation. Debenture holders are
urged to evaluate carefully all information in the offer, consult with their own
investment and tax advisors and make their own decision whether to tender and,
if so, what principal amount of Debentures to tender and the price or prices at
which to tender them.
If you do not wish to participate in this Offer, you do not need to take
any action. If you do wish to tender your Debentures, the instructions on how to
tender Debentures are explained in detail in the enclosed materials.
If you have any questions regarding the offer or need assistance in
tendering your Debentures, please contact D.F. King & Co. Inc., the Information
Agent for the Offer, at 800-359-5559 (toll-free). European holders may contact
D.F. King (Europe) in London at 44 207 920 9700.
Sincerely,
Dennis E. Wheeler
Chairman of the Board, President and
Chief Executive Officer
