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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)
METROPOLITAN MINES CORPORATION
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(Name of Issuer)
Class A Common Stock, Par Value $.10
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(Title of Class of Securities)
592 183 107
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(CUSIP Number)
John S. Simko
SUNSHINE MINING AND REFINING COMPANY
877 W. Main Street, Suite 600
Boise, Idaho 83702
(208) 345-0660
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
February 16, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement of Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 592 183 107
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1) Names of Reporting Persons: Sunshine Mining and Refining Company
I.R.S. Identification Nos. of Above Persons : 75-2618333
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
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3) SEC Use Only
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4) Source of Funds (See Instructions)
OO
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e). [ ]
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6) Citizenship of Place of Organization:Delaware
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Number of
Shares (7) Sole Voting Power 594,712
Beneficially -----------------------------------------------------------------
Owned by Each
Reporting (8) Shared Voting Power 756,975 (Indirect)
Person With -----------------------------------------------------------------
(9) Sole Dispositive Power 594,712
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(10) Shared Dispositive Power 756,975 (Indirect)
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11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,351,687
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
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13) Percent of Class Represented by Amount in Row (11)
29%
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14) Type of Reporting Person (See Instructions) CO
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ITEM 1. Security and Issuer.
This Schedule 13D relates to the Class A Common Stock, $.10 par value,
(the "Common Stock") of Metropolitan Mines Corporation, Limited, an Idaho
corporation ("Metropolitan"). The principal executive offices of Metropolitan
are located at 413 Cedar Street, P.O. Box 469, Wallace, Idaho 83873.
ITEM 2. Identity and background.
This Schedule 13D is being filed by Sunshine Mining and Refining
Company, a Delaware corporation ("Sunshine" or the "Company"). Sunshine's
principal place of business and principal office is 877 W. Main Street, Suite
600, Boise, Idaho 83702. Sunshine's principal business is the mining and
refining of silver.
Set forth in Schedule A, which Schedule is incorporated herein by
reference in its entirety, is a list of each of Sunshine's directors and
executive officers as of the date hereof, along with the present principal
occupation or employment of such directors and executive officers, their
respective citizenship and the name, and the principal business of any
corporation or other organization in which such employment is conducted.
During the last five years neither Sunshine nor, to Sunshine's
knowledge, any person named in Schedule A to this statement, has been (i)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors); or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. Source and amount of funds or other consideration.
The Metropolitan Common Stock that is the subject of this Schedule 13D
was acquired by Sunshine pursuant to the compromise and settlement of an
obligation owed to Sunshine by Montana Reserves Company, a Washington
corporation. Pursuant to the agreement, date February 1, 1998 (the "Settlement
Agreement"), Sunshine received, in addition to cash to be paid to Sunshine of
$1,500,000, the direct ownership of 594,712 shares of the Metropolitan Common
Stock, representing 12.7% of the outstanding Common Stock.
Pursuant to the Settlement Agreement, Sunshine also received 1,190,356
shares of common stock, $.025 par value, of Coeur d'Alene Crescent Mining
Company, a Washington corporation ("Coeur d'Alene Crescent"), representing 37.6%
of the outstanding common stock of Coeur d'Alene Crescent. Coeur d'Alene
Crescent, in turn, is the owner of 756,975 shares of the Metropolitan Common
Stock, representing 16.3% of the outstanding shares of Metropolitan. As a result
of its ownership of the Coeur d' Alene Crescent common stock, Sunshine may be
deemed the indirect owner of the 756,975 shares (16.3%) of the Metropolitan
Common Stock owned by Coeur d' Alene Crescent. Coeur d' Alene Crescent's
principal business is mining, and the address of its principal place of business
is 413 Cedar Street, Wallace, Idaho 83873.
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ITEM 4. Purpose of transaction.
Sunshine acquired ownership of the Common Stock in the settlement of an
obligation owed to Sunshine by Montana Reserves Company, as described above.
Except as described below, Sunshine has no plans or proposals that would result
in (1) the acquisition by any person of additional securities of Metropolitan or
the disposition of securities of Metropolitan; (2) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation of Metropolitan or
any of its subsidiaries; (3) a sale or transfer of a material amount of assets
of Metropolitan or any of its subsidiaries; (4) any change in the present board
of directors or management of Metropolitan, including any plans or proposals to
change the number or term of directors or to fill any existing vacancies on the
board of directors of Metropolitan; (6) any material change in the present
capitalization or dividend policy of Metropolitan; (7) any other material change
in the business or corporate structure of Metropolitan; (7) changes in the
charter, by-laws or instruments corresponding thereto of Metropolitan, or other
actions which may impede the acquisition of control of Metropolitan by any
person; (8) any class of securities of Metropolitan being delisted from a
national securities exchange or ceasing to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(9) any class of equity securities of Metropolitan becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act of
1934; or (10) any action similar to any of those enumerated above. Sunshine
does, however, reserve to right to change its plans or intentions at any time
and to take any and all actions that it deems appropriate to maximize the value
of its interest in Metropolitan, including the nomination of person(s) to serve
on the board of directors of Metropolitan and/or by disposing of all or a
portion of the shares of Common Stock in open market or privately negotiated
transactions or otherwise. Sunshine intends to review its ownership of Common
Stock on a continuing basis and, depending upon the price and marketability of
the Common Stock, subsequent developments affecting Metropolitan, the general
business and future prospects of Metropolitan, other investment and business
opportunities available to Sunshine, general stock market and economic
conditions, tax considerations and other factors considered relevant, may decide
at any time to increase or decrease the size of its investment in Metropolitan.
ITEM 5. Interest in securities of the Issuer.
(A) As a result of the Settlement Agreement described above, Sunshine
is the direct owner of 594,712 shares of Common Stock, representing 12.7% of the
class of Metropolitan Common Stock.
In addition, pursuant to the terms of the Settlement Agreement Sunshine
received 1,190,356 shares of common stock, $.025 par value of Coeur d' Alene
Crescent, representing 37.6% of the outstanding Common Stock of Coeur d' Alene
Crescent. Coeur d' Alene Crescent is the owner of 756,975 shares of
Metropolitan's Common Stock, representing 16.3 % of the Metropolitan Common
Stock. Sunshine may be deemed to have indirect beneficial ownership of the
Metropolitan Common Stock owned by Coeur d' Alene Crescent.
(B) Sunshine has the sole power to vote or direct the vote of, and sole
power to dispose or direct the disposition of, the 594,712 shares of
Metropolitan Common Stock owned by Sunshine. Because of its ownership interest
in Coeur d' Alene Crescent, Sunshine may also be
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deemed to share the power to vote or to direct the vote of, and to share the
power to dispose or to direct the disposition of the 756,975 shares of
Metropolitan Common Stock owned by Coeur d' Alene Crescent. Information
regarding Coeur d' Alene Crescent is set forth above in Item 2.
(C) With the exception of the acquisition of the Metropolitan Common
Stock incident to the Settlement Agreement, as described above, Sunshine has not
effected any transactions in the Common Stock during the past sixty days.
(D) No person other than Sunshine has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
shares of Common Stock owned by Sunshine. Coeur d' Alene Crescent has the right
to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Common Stock owned by Coeur d' Alene Crescent.
(E) Not Applicable.
ITEM 6. Contracts, arrangements, understandings or relationships with respect
to the Issuer.
Except as described in Items 3 and 5, Sunshine does not have any
contract, arrangement, undertaking or relationship with any other person with
respect to any security of Metropolitan.
ITEM 7. Material to be filed as exhibits.
None.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information with respect to it set forth in
this statement is true, complete, and correct.
Dated: March 16, 1999
SUNSHINE MINING AND REFINING COMPANY
By: /s/ John S. Simko
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John S. Simko, Chairman and Chief Executive Officer
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SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF
SUNSHINE MINING AND REFINING COMPANY
The following tables set forth the name, present principal occupation or
employment and material occupation, positions, offices or employment for the
past five years of each director and executive officer of Sunshine Mining and
Refining Company. The business address of each such person is 877 West Main
Street, Suite 600, Boise, Idaho 83702. Unless otherwise indicated, each person
listed below (i) has held his principal occupation for the past five years; (ii)
has not been convicted in a criminal proceeding and has not been party to a
proceeding related to U.S. state and federal securities laws; and (iii) is a
citizen of the United States.
DIRECTORS:
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G. Chris Andersen.................... Director of Sunshine since May 1983; Partner of Andersen, Weinroth & Co. LP since
January 1996; until August 1995, was Vice Chairman -- PaineWebber Incorporated for
more than five years prior thereto.
V. Dale Babbitt...................... Director of Sunshine since December 1992; President and CEO of N.L. Terteling
Family Interest, Inc. (dba) J.A. Terteling & Sons Co., the Managing General Partner
for investments consisting of mining interests, oil & gas, real estate and
securities.
George M. Elvin...................... Director of Sunshine since June 1994. Financial Consultant and owner and President
of Windsor IBC, Inc. a brokerage firm member of the NASD.
Daniel D. Jackson.................... Director of Sunshine since May 1983; Principal, Jackson Capital LLC since 1996;
Managing Director of Hambrecht & Quist, Inc., a San Francisco, California based
investment banking firm (1990-1996).
Oren G. Shaffer...................... Director of Sunshine since June 1993. Since October 1994, Executive Vice-President
and Chief Financial Officer of Ameritech Corporation; previously was President of
Vigrocap, a venture capital company (October 1991 to October 1994).
John S. Simko........................ Director, Chairman and Chief Executive Officer of Sunshine since 1996; Director,
President and Chief Executive Officer of the Company since 1992.
Robert B. Smith, Jr.................. Director since June 1993. Mr. Smith has been a private investor since 1984 and
Trustee of the Dalkon Shield Trust since 1989.
EXECUTIVE OFFICERS
John S. Simko........................ Director, Chairman and Chief Executive Officer of Sunshine since December, 1996;
Director, President and Chief Executive Officer of the Company since December 1992.
William W. Davis .................... Executive Vice President and Chief Financial Officer of Sunshine since December,
1995, and Senior Vice President and Chief Financial Officer of the Company since
September 1992.
Harry F. Cougher .................... Senior Vice President and Chief Operating Officer-Mining of Sunshine since January
1994. Previously, since 1984, served in various capacities as an employee of the
Company.
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