As filed with the Securities and Exchange Commission on December 10, 1993
Registration Statement No. 33-72832
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
HECLA MINING COMPANY
(Exact name of registrant as specified in its charter)
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Delaware 1040 82-0126240
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
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6500 Mineral Drive
Coeur d'Alene, Idaho 83814-1931
(208) 769-4100
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
MICHAEL B. WHITE
Vice-President, General Counsel and Secretary
Hecla Mining Company
6500 Mineral Drive
Coeur d'Alene, Idaho 83814-1931
(208) 769-4100
(Name, address and telephone number of agent for service)
Copies to:
DAVID A. KATZ, ESQ. NICHOLAS G. MILLER, ESQ.
Wachtell, Lipton, Rosen & Katz Hawley Troxell Ennis & Hawley
299 Park Avenue 877 West Main Street
New York, New York 10171-0149 Boise, Idaho 83702
(212) 371-9200 (208) 344-6000
Approximate date of commencement of the proposed sale of
the securities to the public: As soon as practicable fol-
lowing the effective date of this Registration Statement.
If the only securities being registered on this form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. / /
If any of the securities being registered on this form
are to be offered on a delayed or continuous basis pursuant
to Rule 415 under the Securities Act of 1933, other than se-
curities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
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CALCULATION OF REGISTRATION FEE
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| | Proposed | Proposed |
| | maximum | maximum |
| Amount | offering | aggregate | Amount of
Title of securities | to be | price | offering | registration
to be registered | registered | per unit (1) | price (1) | fee (1)
| | | |
| | | |
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Common Stock, par value $.25 per share (2)... | 655,000 shares | $10.94 | 7,165,700 | $2,471
| | | |
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(1) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457 on the basis of the
average high and low prices reported on the New York Stock Exchange Composite Tape on December 6, 1993.
(2) Also being registered are the Preferred Share Purchase Rights of Hecla Mining Company associated with the
Common Stock.
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The Registrant hereby amends this Registration Statement
on such date or dates as may be necessary to delay its effec-
tive date until the Registrant shall file a further amendment
which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section
8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Com-
mission, acting pursuant to said Section 8(a), may determine.
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Information contained herein is subject to completion or
amendment. A registration statement relating to these
securities has been filed with the Securities and Exchange
Commission. These securities may not be sold nor may offers
to buy be accepted prior to the time the registration
statement becomes effective. This Prospectus shall not
constitute an offer to sell or the solicitation of an offer
to buy nor shall there be any sale of these securities in any
State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such State.
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SUBJECT TO COMPLETION, Dated December 10, 1993
PRELIMINARY PROSPECTUS
655,000 Shares
HECLA MINING COMPANY
Common Stock
($0.25 Par Value)
All of the shares of common stock, par value $0.25
per share (the "Common Stock"), offered hereby (the "Shares")
are currently outstanding shares of Hecla Mining Company, a
Delaware corporation (the "Company"), being sold by the sell-
ing stockholders. The Company will not receive any proceeds
from the sale of the Common Stock offered hereby.
The Common Stock is listed on the New York Stock
Exchange and the Company intends to list the Shares offered
hereby on such Exchange. On December 9, the last sales price
of the Common Stock as reported on the New York Stock
Exchange was $11.75. Prospective investors should obtain a
current quote for the Common Stock.
See "Investment Considerations" for information
that should be considered by prospective investors in deter-
mining whether to purchase the Shares.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is December , 1993.
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AVAILABLE INFORMATION
The Company is subject to the informational require-
ments of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and, in accordance therewith, files reports,
proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company can be in-
spected and copied at the Public Reference Room of the Commission
at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549 and at the public reference facilities maintained by the
Commission located at Seven World Trade Center, 13th Floor, New
York, New York 10048 and Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of
such materials can be obtained at prescribed rates from the
Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549. Documents filed by the Company can
also be inspected at the offices of the New York Stock Exchange,
Inc. (the "New York Stock Exchange"), 20 Broad Street, New York,
New York 10005 on which exchange certain of the Company's securi-
ties are listed.
This Prospectus constitutes a part of a Registration
Statement on Form S-3 (the "Registration Statement") filed by the
Company with the Commission under the Securities Act of 1933, as
amended (the "Securities Act"), relating to the Common Stock of-
fered hereby. This Prospectus omits certain of the information
contained in the Registration Statement, and reference is hereby
made to the Registration Statement and to the exhibits thereto
for further information with respect to the Company, the Common
Stock and the Shares offered hereby. Any statements contained
herein concerning the provisions of any document are not neces-
sarily complete, and in each instance reference is made to the
copy of such document filed as an exhibit to the Registration
Statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference.
INFORMATION INCORPORATED BY REFERENCE
The following documents filed by the Company with the
Commission (File no. 1-8491) are incorporated in this Prospectus
by reference and hereby made a part hereof:
1. The Company's Annual Report on Form 10-K for the
year ended December 31, 1992, as amended by the Company's Form
10-K/A, Amendment No. 1;
2. The Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1993;
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3. The Company's Proxy Statement, dated March 23,
1993, for the Annual Meeting of Stockholders held on May 7, 1993
(except pages 8 through 11 thereof);
4. The Company's Current Reports on Form 8-K dated
April 30, 1993 and December 1, 1993;
5. The description of Common Stock contained in the
Registration Statement on Form 8-B, dated May 6, 1983, filed un-
der Section 12 of the Exchange Act, including any amendment or
report filed for the purpose of updating such description;
6. The description of the Preferred Share Purchase
Rights contained in the Registration Statement on Form 8-A, dated
May 19, 1986, filed under Section 12 of the Exchange Act, as
amended by the description contained in the Current Report on
Form 8-K, dated November 9, 1990, including any other amendment
or report filed for the purpose of updating such description;
7. The description of the Warrants (as hereinafter
defined) contained in the Registration Statement on Form 8-A,
dated May 17, 1989, of CoCa Mines, Inc. ("CoCa"), as amended by
CoCa's Form 8 (Amendment No. 1), dated July 2, 1991, as amended
by the Company's Form 8 (Amendment No. 2), dated May 8, 1992;
8. The description of the Company's Series B Cumula-
tive Convertible Preferred Stock contained in the Registration
Statement on Form 8-A, dated June 18, 1993, filed under Sec-
tion 12 of the Exchange Act; and
9. The description of the Company's Liquid Yield
Option Notes due 2004 contained in the Registration Statement on
Form 8-A, dated June 5, 1989, filed under Section 12 of the
Exchange Act.
All reports and other documents subsequently filed by
the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act, prior to the termination of the offering of the
Shares, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of the filing of such
reports and documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in
any other subsequently filed document which also is incorporated
or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or super-
seded, to constitute a part of this Prospectus.
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The Company will provide without charge to each person
to whom a copy of this Prospectus is delivered, on the written or
oral request of any such person, a copy of any or all of the doc-
uments incorporated herein by reference, other than exhibits to
such documents (except for exhibits that are specifically incor-
porated by reference herein). Requests for such copies should be
directed to the Company's principal executive offices located at
6500 Mineral Drive, Box C-8000, Coeur d'Alene, Idaho 83814-1931,
to the attention of Michael B. White, Esq., Secretary (telephone
no. (208) 769-4100).
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THE COMPANY
The Company, originally incorporated in 1891, is prin-
cipally engaged in the exploration, development and mining of
precious and non-ferrous metals, including gold, silver, lead and
zinc, and certain industrial minerals. The Company's principal
executive offices are located at 6500 Mineral Drive, Coeur
d'Alene, Idaho 83814, telephone (208) 769-4100.
RECENT DEVELOPMENTS
In June 1993, the Company completed its public offering
of 2,300,000 million shares of Series B Cumulative Convertible
Preferred Stock ("Series B Preferred Stock") and received pro-
ceeds of approximately $110.4 million net of underwriting dis-
count and other related expenses. The net proceeds from the
offering of the Series B Preferred Stock are to be used princi-
pally for the development of the Company's Grouse Creek and La
Choya gold properties and for other general corporate purposes.
For a summary description of the terms of Series B Preferred
Stock, see "Description of Capital Stock--Series B Preferred
Stock."
On October 18, 1993, the Company announced that it has
reached an agreement-in-principle to sell a minimum 20 percent
interest in its Grouse Creek gold project to Great Lakes Minerals
Inc. ("Great Lakes") of Toronto, Ontario. Pursuant to the
agreement-in-principle, the purchase price of $6.8 million repre-
sents 20 percent of the amount spent by Hecla on acquisition,
exploration and development of the Grouse Creek gold project
through June 30, 1993, including a fixed premium of $1.25 mil-
lion. In addition, Great Lakes will fund its pro rata share of
the total construction cost for Grouse Creek which is currently
estimated at $85 million, and has the option to increase its
ownership to a maximum of 30 percent by contributing additional
funds on a proportional basis. The sale is conditional upon
Great Lakes arranging financing, definitive documentation and
other conditions.
On November 3, 1993, the Company announced that it had
entered into an agreement-in-principle to acquire Equinox
Resources Ltd. ("Equinox"), an exploration, development and min-
ing company headquartered in Vancouver, British Columbia, whose
assets consist primarily of properties located in the United
States. The transaction, which is intended to qualify for pool-
ing of interests accounting treatment, is subject to a number of
conditions, including satisfactory completion of due diligence
and execution of a definitive acquisition agreement. If the
transaction is contemplated in the manner set forth in the
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agreement-in-principle, the Company will issue approximately 5.7
million shares of Common Stock for Equinox's outstanding common
stock representing an exchange ratio of 0.3 shares of Common
Stock for each share of Equinox common stock.
On November 11, 1993, the Company amended its $24.0
million secured reducing revolving credit facility entered into
on January 25, 1993. The amended credit facility provides for,
among other matters, reducing revolving credit advances of up to
$30.0 million and was extended to December 31, 1996.
On December 1, 1993, the Company completed the acqui-
sition of all the outstanding capital stock of Mountain West Bark
Products, Inc. ("Mountain West"), a privately held industrial
minerals company based in Rexburg, Idaho, which produces timber
bark, scoria, peat and soil additives sold into the landscape
market primarily in the western United States. In accordance
with the terms of the acquisition agreement dated October 26,
1993, the Company issued 655,000 Shares of Common Stock to the
shareholders of Mountain West. The Common Stock issued to the
shareholders of Mountain West are restricted shares subject to an
obligation of the Company to use its best efforts to register the
Shares under the Securities Act and to list the shares on the New
York Stock Exchange. These Shares are being offered for sale by
this Prospectus. See "The Selling Security Holders."
USE OF PROCEEDS
The sale of the Common Stock offered hereby will not
result in proceeds to the Company. The shares of Common Stock
are offered for the account of the selling stockholders. See
"The Selling Security Holders."
INVESTMENT CONSIDERATIONS
In addition to the other information set forth or
incorporated by reference in this Prospectus, prospective inves-
tors should consider the following factors in connection with an
investment in the Common Stock:
Recent Losses
The Company has experienced losses from operations for
each of the last four years and the first three quarters of 1993.
For the nine months ended September 30, 1993, the Company
reported an unaudited net loss of approximately $7.9 million
(before preferred dividend payments of $2.1 million) compared to
net income of approximately $1.8 million in the same period of
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1992. The net loss for the nine months ended September 30, 1993
resulted primarily from the continued depressed average prices of
gold, silver, lead and zinc and decreases in the Company's gold
and silver production. For the full year 1992, the Company
reported a net loss of $49.3 million, or $1.60 per share, com-
pared to a net loss of $15.4 million, or $0.51 per share for
1991. The 1992 net loss resulted from the continued depressed
average prices of gold, silver and lead, decreases in gold and
silver production, the reduction in ore grade at some of the Com-
pany's operations and the asset write-downs and accruals for
environmental and reclamation expenses taken in the fourth
quarter of 1992. The $41.8 million of fourth quarter 1992
charges includes an $11.8 million environmental accrual and
approximately $30.0 million for the write-down of the Company's
investments in various properties and assets. In addition to the
write-downs and accruals in the fourth quarter of 1992, the full
year loss includes a charge of $1.6 million, or $0.05 a share,
and a benefit of $1.5 million, or $0.05 a share, to reflect ac-
counting principle changes for certain postretirement employee
benefits and income taxes, respectively. If the current market
prices of gold, silver and lead do not increase, the Company
expects to have losses from operations, even with the planned
gold production from the La Choya and Grouse Creek gold projects.
Decline in Production
The Company's future gold production will be dependent
upon the Company's success in developing new reserves, including
the continued development of the Grouse Creek and La Choya gold
projects as well as exploration efforts at the Company's Republic
mine. The Company has recently mined out its reserves at its
Cactus and Yellow Pine mine, and currently estimates that the
Republic mine's current gold reserves will be depleted in 1995.
As a result, the Company's gold production, excluding potential
production from the La Choya project, is expected to decline to
approximately 59,000 ounces in 1993 from approximately 98,000
ounces in 1992 and approximately 147,000 ounces in 1991. In
addition, the manager of the Greens Creek mine, in which the Com-
pany owns a 29.7% interest, suspended operations in April 1993 as
a result of continued depressed metals prices. The Company's
total silver production is expected to decline to 2.6 million
ounces in 1993, compared to 4.7 million ounces in 1992 and 5.3
million ounces in 1991. If metals prices remain depressed or
decline, the Company could determine that it is not economically
feasible to continue development of a project or continue
commercial production at some of its properties.
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Project Development
The Company is currently developing its Grouse Creek
and La Choya gold projects. The Company estimates that the
Grouse Creek project will be placed into production during the
fourth quarter of 1994 and the La Choya project in December 1993.
Currently, the Company estimates that the capital expenditures
for these two projects will total approximately $26.9 million
during the fourth quarter of 1993 and approximately $59.2 million
in 1994. The Company has entered into an agreement-in-principle
to sell a minority joint venture interest in the Grouse Creek
gold project in order to defray a portion of the existing and
future capital requirements of the project. See "Recent
Developments."
The Company's estimated capital expenditures for the
Grouse Creek and La Choya gold projects are based upon currently
available data and could increase or decrease depending upon a
number of factors beyond the Company's control. In addition, the
Company will not be able to commence production at either project
until virtually all of the capital expenditures for such project
have been incurred. Thus, if capital expenditures are higher
than currently estimated, the Company may not be able to begin
mining operations until such time as additional financing is
arranged, and there can be no assurance that additional financing
will be available.
Particularly in development projects, reserve estimates
are, to a large extent, based upon data from drill holes; differ-
ent results may be encountered when the ore bodies are exposed
and mining begins. Although the Company has engaged in extensive
feasibility and engineering studies, including testing to deter-
mine recovery rates of metals from the ore, since Grouse Creek
and La Choya are development projects with no prior operating
history, it is possible that the Company may experience different
economic returns from such projects than it currently forecasts.
It is not unusual in new mining operations to experience unex-
pected problems during the development phase. As described under
"--Mining Risks and Insurance," the business of mining is subject
to a number of risks and hazards, and there can be no assurance
that these risks and hazards can be avoided in the development of
these projects.
Exploration
Mineral exploration, particularly for gold and silver,
is highly speculative in nature, involves many risks and fre-
quently is nonproductive. There can be no assurance that the
Company's mineral exploration efforts will be successful. Once
mineralization is discovered, it may take a number of years from
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the initial phases of drilling until production is possible, dur-
ing which time the economic feasibility of production may change.
Substantial expenditures are required to establish ore reserves
through drilling, to determine metallurgical processes to extract
the metals from the ore, and in the case of new properties, to
construct mining and processing facilities. As a result of these
uncertainties, no assurance can be given that the Company's ex-
ploration programs will result in the expansion or replacement of
existing reserves which are being depleted by current production.
Metal Price Volatility
Because a significant portion of the Company's revenues
are derived from the sale of gold, silver, lead and zinc, the
Company's earnings are directly related to the prices of these
metals. Gold, silver, lead and zinc prices fluctuate widely and
are affected by numerous factors beyond the Company's control,
including expectations for inflation, speculative activities, the
relative exchange rate of the U.S. dollar, global and regional
demand and production, political and economic conditions and pro-
duction costs in major producing regions. The aggregate effect
of these factors, all of which are beyond the Company's control,
is impossible for the Company to predict. If the market price
for these metals falls below the Company's full production costs
and remains at such level for any sustained period, the Company
will experience additional losses and may determine to discon-
tinue the development of a project or mining at one or more of
its properties. As described above under "--Recent Losses," the
Company has experienced losses from operations in each of the
last four years due, in part, to depressed metals prices.
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The following table sets forth the average closing
prices of the following metals for the periods indicated.
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1980 1981 1982 1983 1984 1985 1986 1987 1988 1989 1990 1991 1992 1993(5)
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Gold(1)
(per oz.) $612.56 $459.71 $375.79 $424.18 $360.44 $317.26 $367.51 $446.47 $437.05 $381.43 $383.46 $362.18 $343.73 $355.10
Silver(2)
(per oz.) 20.63 10.52 7.95 11.44 8.14 6.14 5.47 7.01 6.53 5.50 4.82 4.04 3.94 4.20
Lead(3)
(per lb.) 0.41 0.33 0.25 0.19 0.20 0.18 0.18 0.27 0.30 0.30 0.37 0.25 0.25 0.18
Zinc(4)
(per lb.) 0.34 0.39 0.34 0.35 0.40 0.36 0.34 0.36 0.56 0.78 0.69 0.51 0.56 0.44
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(1) London Final.
(2) Handy & Harman.
(3) London Metals Exchange -- Cash.
(4) London Metals Exchange -- Special High Grade -- Cash.
(5) Through September 30, 1993.
On December 6, 1993, the closing prices of these
metals were: gold -- $377.00 per oz.; silver -- $4.82 per oz.;
lead -- $0.20 per lb.; and zinc -- $0.43 per lb.
Absence of Earnings to Satisfy Fixed Charges
Primarily as a result of the recent losses discussed
above, the Company's earnings have been inadequate to satisfy
fixed charges (e.g., interest, whether expensed or capitalized,
dividends on preferred stock plus amortization of debt expense
plus one-third of rents, which is deemed representative of an
interest factor) for the last two years. The amounts by which
earnings were inadequate to cover fixed charges were approx-
imately $13.5 million for the first nine months of 1993, $51.6
million for 1992 and $18.1 million for 1991. The Company ex-
pects to satisfy its fixed charges and other expenses from cash
flow from operations and, to the extent cash flow from opera-
tions is insufficient, from the proceeds of its offering of
Series B Preferred Stock, which was completed in June 1993, and
the sale, if completed, of a minority interest in the Company's
Grouse Creek gold project to the extent such funds have not
been utilized in the development of such projects. In this
connection, the Company has entered into an agreement-in-
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principle to sell a minority joint venture interest in the
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Grouse Creek gold project. See "Recent Developments." The
Company's cash flow from operations during the nine months
ended September 30, 1993 and the years ended December 31, 1992
and 1991 were $7.0 million, $9.5 million and $4.8 million, re-
spectively. The availability in the future of cash flow from
operations to fund the payment of dividends on the Series B
Preferred Stock will be dependent upon numerous factors that
cannot now be predicted, including gold and silver prices and,
to a lesser extent, zinc and lead prices, the amount of the
Company's expenditures for property development and the extent
to which the Company's Liquid Yield Option Notes due 2004 (the
"LYONs") and the Series B Preferred Stock are converted. To
the extent cash flow remains insufficient, the Company may also
consider asset sales.
Competition for Properties
Because mines have limited lives based on proven ore
reserves, the Company is continually seeking to replace and
expand its reserves. The Company encounters strong competition
from other mining companies in connection with the acquisition
of properties producing or capable of producing gold, silver,
lead, zinc and industrial minerals. As a result of this compe-
tition, some of which is with companies with greater financial
resources than the Company, the Company may be unable to ac-
quire attractive mining properties on terms it considers ac-
ceptable. In addition, there are a number of uncertainties
inherent in any program relating to the location of economic
ore reserves, the development of appropriate metallurgical pro-
cesses, the receipt of necessary governmental permits and the
construction of mining and processing facilities. Accordingly,
there can be no assurance that the Company's programs will
yield new reserves to replace and expand current reserves.
Reserves
The ore reserve figures presented or incorporated by
reference in this Prospectus are, in large part, estimates made
by the Company's technical personnel, and no assurance can be
given that the indicated level of recovery of these metals will
be realized. Reserves estimated for properties that have not
yet commenced production may require revision based on actual
production experience. Market price fluctuations of the Com-
pany's metals, as well as increased production costs or reduced
recovery rates, may render ore reserves containing relatively
lower grades of mineralization uneconomic and may ultimately
result in a restatement of reserves. Moreover, short-term
operating factors relating to the ore reserves, such as the
need for sequential development of ore bodies and the process-
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ing of new or different ore grades, may adversely affect the
Company's profitability in any particular accounting period.
The Company's estimates of proven and probable re-
serves at December 31, 1992 for the properties it operates are
based on a gold price of $350 per ounce, a silver price of
$4.00 per ounce, a zinc price of $0.55 per pound and a lead
price of $0.30 per pound. Proven and probable reserves at
December 31, 1992 at the Greens Creek mine, which are calcu-
lated by the mine manager, are based upon a gold price of $340
per ounce, a silver price of $4.50 per ounce, a zinc price of
$0.60 per pound and a lead price of $0.33 per pound, which
prices are recommended by the manager and approved by the joint
venture participants.
Government Regulation and Legal Proceedings
The Company's activities are subject to extensive
federal, state, local and foreign laws and regulations control-
ling not only the mining of and exploration for mineral proper-
ties, but also the possible effects of such activities upon the
environment. Permits from a variety of regulatory authorities
are required for many aspects of mine operation and reclama-
tion. Future legislation and regulations could cause addi-
tional expense, capital expenditures, restrictions and delays
in the development of the Company's properties, the extent of
which cannot be predicted. In the context of environmental
permitting, including the approval of reclamation plans, the
Company must comply with known standards, existing laws and
regulations which may entail greater or lesser costs and delays
depending on the nature of the activity to be permitted and how
stringently the regulations are implemented by the permitting
authority. While it is possible that the costs and delays as-
sociated with the compliance with such laws, regulations and
permits could become such that the Company would not proceed
with the development or operation of a mine, the Company is not
aware of any material environmental constraint affecting its
existing mines or development properties that would preclude
the economic development or operation of any specific mine or
property. Further, the Company is not aware of any current
environmental law or regulation that would reasonably be ex-
pected to have a material adverse effect on the Company's busi-
ness or financial condition.
Pending Legislation
In 1992, the U.S. Congress considered a number of
proposed amendments to the General Mining Law of 1872, as
amended (the "General Mining Law"), which governs mining claims
and related activities on federal lands. A holding fee of $100
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per claim was imposed upon unpatented mining claims located on
federal lands. In addition, a variety of legislation is now
pending before the U.S. Congress to further amend the General
Mining Law. The pending legislation would, among other things,
impose royalties and new reclamation, environmental controls
and restoration requirements. Each of the current legislative
proposals would impose some form of royalty payable to the U.S.
Government on the value of minerals extracted from certain fed-
eral lands. The extent of any such changes is not presently
known and the potential impact on the Company as a result of
congressional action is difficult to predict. Although a ma-
jority of the Company's existing mining operations occur on
private or patented property, the proposed changes to the Gen-
eral Mining Law could adversely affect the Company's ability to
economically develop mineral resources on federal lands. Ap-
proximately 43% of the proven and probable gold reserves and
approximately 20% of the proven and probable silver reserves
located at the Grouse Creek project are located on fully pat-
ented mining claims. The balance of such proven and probable
reserves are located within mineral claims for which the Com-
pany has applied for patents and has received a first half of
Mineral Entry Final Certificate. Upon the determination of the
mineral character of these claims by a Federal Mine Examiner,
the Company believes patents will be issued to the Company cov-
ering these claims. Although there can be no assurance as to
the ultimate impact of legislative action on these claims or
the Company's ability to patent these claims under the existing
General Mining Law, the Company believes that the pending leg-
islation to amend the General Mining Law will not adversely
affect the right of the Company to receive patents for these
mining claims.
Title to Properties
The validity of unpatented mining claims, which con-
stitute a significant portion of the Company's undeveloped
property holdings in the United States, is often uncertain and
may be contested. Although the Company has attempted to ac-
quire satisfactory title to its undeveloped properties, the
Company, in accordance with mining industry practice, does not
generally obtain title opinions until a decision is made to
develop a property, with the attendant risk that some titles,
particularly titles to undeveloped properties, may be defec-
tive.
Mining Risks and Insurance
The business of gold mining is generally subject to a
number of risks and hazards, including environmental hazards,
industrial accidents, labor disputes, encountering unusual or
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unexpected geologic formations, cave-ins, floodings and peri-
odic interruptions due to inclement or hazardous weather condi-
tions. Such risks could result in damage to, or destruction
of, mineral properties or producing facilities, personal in-
jury, environmental damage, delays in mining, monetary losses
and possible legal liability. Although the Company maintains
insurance within ranges of coverage consistent with industry
practice, no assurance can be given that such insurance will be
available at economically feasible premiums. Insurance against
environmental risks (including potential for pollution or other
hazards as a result of disposal waste products occurring from
exploration and production) is not generally available to the
Company or to other companies within the industry. To the ex-
tent the Company is subject to environmental liabilities, the
payment of such liabilities would reduce the funds available to
the Company. Should the Company be unable to fund fully the
cost of remedying an environmental problem, the Company might
be required to suspend operations or enter into interim compli-
ance measures pending completion of the required remedy.
Smelting Capacity
The Company sells substantially all of its metallic
concentrates to smelters which are subject to extensive regula-
tions including environmental protection laws. The Company has
no control over the smelters' operations or their compliance
with environmental laws and regulations. If the smelting ca-
pacity available to the Company was significantly further re-
duced because of environmental requirements or otherwise, it is
possible that the Company's operations could be adversely af-
fected.
Foreign Operations
The Company's current foreign development projects
and investments are located in Mexico and Canada. Such
projects and investments could be adversely affected by ex-
change controls, currency fluctuations, taxation and laws or
policies of the United States affecting foreign trade, invest-
ment and taxation, which, in turn, could affect the Company's
future foreign operations, if any.
Common Stock Issuances Related to LYONs; Series B Preferred
Stock
The Company currently has outstanding $109,950,000
aggregate principal amount at maturity of LYONs. See "Descrip-
tion of Capital Stock--LYONs." The LYONs are convertible at a
rate of 20.824 shares of Common Stock per $1,000 principal
amount of LYONs. In addition, on June 14, 1994, pursuant to
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the terms of the indenture governing the LYONs, holders of
LYONs may require the Company to purchase LYONs held by them
(the "Put Feature") at a purchase price of $456.39 per $1,000
principal amount of LYONs (equal to the issue price plus
accrued original issue discount to such date). The purchase
price may be paid, at the option of the Company, in cash, in
shares of Common Stock valued at the market price of the Common
Stock or in Subordinated Extension Notes dues 2004. Because of
the Company's need to utilize cash for planned capital expendi-
tures, it is probable that the Company will pay for any LYONs
delivered to it pursuant to the Put Feature by issuing Common
Stock. The Company is unable to predict how many LYONs it may
be required to purchase pursuant to the Put Feature. If the
Company were required to purchase all of the LYONs on June 14,
1994 pursuant to the Put Feature, assuming a market price of
the Common Stock of $10.50 (the closing price on the New York
Stock Exchange on December 1, 1993), the Company would issue
approximately 4.8 million shares of Common Stock, representing
approximately 12.2% of the Company's Common Stock outstanding
after such issuance. The Company cannot predict what effect
the Put Feature will have on the market price of the Common
Stock. However, the issuance of Common Stock pursuant to the
Put Feature will not result in any adjustment in the conversion
price of the Series B Preferred Stock.
The Company also issued 2,300,000 shares of its Se-
ries B Preferred Stock in June 1993, which shares are convert-
ible into Common Stock at a rate of approximately 3.2154 shares
of Common Stock for each share of Series B Preferred Stock,
subject to adjustment under certain conditions. See "Recent
Developments" and "Description of Capital Stock--Series B
Preferred Shares".
DESCRIPTION OF CAPITAL STOCK
The following statements with respect to the Com-
pany's capital stock describe only its material terms but do
not purport to be complete and are subject to the detailed pro-
visions of the Company's certificate of incorporation, as
amended (the "Certificate of Incorporation") and by-laws, as
amended (the "By-Laws"), and to the Series B Preferred Certifi-
cate of Designations and the Rights Agreement (each as herein-
after defined). These statements do not purport to be complete
and are qualified in their entirety by reference to the terms
of the Certificate of Incorporation, the By-Laws, the Series B
Preferred Certificate of Designations and the Rights Agreement,
which are incorporated by reference in this Prospectus. See
"Available Information" and "Information Incorporated by
Reference."
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Common Stock and Preferred Stock
The Company is authorized to issue 100 million shares
of Common Stock, $0.25 par value per share, of which 34,620,585
shares of Common Stock were issued as of December 3, 1993,
including 62,226 shares held in the treasury of the Company.
Each share of Common Stock outstanding is currently accompanied
by a Right (as hereinafter defined) as described below under
the heading "Preferred Share Purchase Rights," and, pursuant to
the Rights Agreement, until the Distribution Date (as herein-
after defined) each share of Common Stock issued by the Company
will be accompanied by a Right. The Company is authorized to
issue five million shares of preferred stock, $0.25 par value
per share ("Preferred Stock"), of which 2,300,000 designated
Series B Preferred Stock are currently outstanding.
The Common Stock and the Series B Preferred Stock are
each listed on the New York Stock Exchange. The Company
intends to list the shares of Common Stock offered hereby on
the New York Stock Exchange.
The Preferred Stock is issuable in series with such
voting rights, if any, designations, powers, preferences and
other rights and such qualifications, limitations and restric-
tions as may be determined by the Board of Directors of the
Company. The Board may fix the number of shares constituting
each series and increase or decrease the number of shares of
any series.
Subject to the rights of the holders of any outstand-
ing shares of Preferred Stock, each share of Common Stock is
entitled to one vote on all matters presented to the sharehold-
ers, with no cumulative voting rights; to receive such divi-
dends as may be declared by the Board of Directors out of funds
legally available therefor; and in the event of liquidation or
dissolution of the Company, to share ratably in any distribu-
tion of the Company's assets. Holders of shares of Common
Stock do not have preemptive rights or other rights to sub-
scribe for unissued or treasury shares or securities convert-
ible into such shares, and no redemption or sinking fund provi-
sions are applicable. All outstanding shares of Common Stock
are fully paid and nonassessable.
Series B Preferred Shares
The Series B Preferred Stock ranks senior to the Com-
mon Stock and any shares of Series A Junior Participating Pre-
ferred Shares issued pursuant to the Rights with respect to
payment of dividends and amounts upon liquidation, dissolution
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or winding up. While any shares of Series B Preferred Stock
are outstanding, the Company may not authorize the creation or
issue of any class or series of stock that ranks senior to the
Series B Preferred Stock as to dividends or upon liquidation,
dissolution or winding up without the consent of the holders of
66 2/3% of the outstanding shares of Series B Preferred Stock
and any other series of Preferred Stock ranking on a parity
with the Series B Preferred Stock as to dividends and upon liq-
uidation, dissolution or winding up (a "Parity Stock"), voting
as a single class without regard to series.
Holders of shares of Series B Preferred Stock are
entitled to receive, when, as and if declared by the Board of
Directors of the Company out of assets of the Company legally
available therefor, cumulative cash dividends at the rate per
annum of $3.50 per share of Series B Preferred Stock.
The Company will not (i) declare, pay or set apart
funds for the payment of any dividend or other distribution
with respect to any Junior Stock (as defined below) or (ii)
redeem, purchase or otherwise acquire for consideration any
Junior Stock or Parity Stock through a sinking fund or other-
wise (except by conversion into or exchange for shares of Jun-
ior Stock and other than a redemption or purchase or other ac-
quisition of shares of Common Stock of the Company made for
purposes of an employee incentive or benefit plan of the Com-
pany or any subsidiary), unless all accrued and unpaid divi-
dends with respect to the Series B Preferred Stock and any
Parity Stock at the time such dividends are payable have been
paid or funds have been set apart for payment of such divi-
dends. As used herein, (i) the term "dividend" does not in-
clude dividends payable solely in shares of Junior Stock on
Junior Stock, or in options, warrants or rights to holders of
Junior Stock to subscribe for or purchase any Junior Stock, and
(ii) the term "Junior Stock" means the Common Stock, any Series
A Junior Participating Preferred Shares issued pursuant to the
Rights, and any other class of capital stock of the Company now
or hereafter issued and outstanding that ranks junior as to the
payment of dividends or amounts payable upon liquidation, dis-
solution and winding up to the Series B Preferred Stock.
The Series B Preferred Stock is not redeemable prior
to July 1, 1996. On and after such date, the Series B Pre-
ferred Stock is redeemable at the option of the Company, in
whole or in part, at $52.45 per share if redeemed during the
twelve-month period beginning July 1, 1996 declining to $50.00
per share July 1, 2003 and thereafter, plus, in each case, all
dividends accrued and unpaid on the Convertible Preferred Stock
up to the date fixed for redemption.
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The holders of shares of Series B Preferred Stock
will be entitled to receive, in the event of any liquidation,
dissolution or winding up of the Company, whether voluntary or
involuntary, $50.00 per share of Series B Preferred Stock plus
an amount per share of Series B Preferred Stock equal to all
dividends (whether or not earned or declared) accrued and un-
paid thereon to the date of final distribution to such holders
(the "Liquidation Preference"), and no more. Until the holders
of the Series B Preferred Stock have been paid the Liquidation
Preference in full, no payment will be made to any holder of
Junior Stock upon the liquidation, dissolution or winding up of
the Company.
Except as indicated below or in the Series B Pre-
ferred Certificate of Designations, or except as otherwise from
time to time required by applicable law, the holders of Series
B Preferred Stock will have no voting rights and their consent
shall not be required for taking any corporate action. When
and if the holders of Series B Preferred Stock are entitled to
vote, each holder will be entitled to one vote per share. If
the equivalent of six quarterly dividends payable on the Series
B Preferred Stock have not been declared and paid or set apart
for payment, whether or not consecutive, the number of direc-
tors then constituting the Board of Directors of the Company
shall be increased by two and the holders of the Series B Pre-
ferred Stock and any other series of Parity Stock similarly
affected, voting as a single class without regard to series,
will be entitled to elect such two additional directors at the
next annual meeting and each subsequent meeting, until such
time as all cumulative dividends have been paid in full.
Each share of Series B Preferred Stock will be con-
vertible, in whole or in part at the option of the holders
thereof, into shares of Common Stock at a conversion price of
$15.55 per share of Common Stock (equivalent to a conversion
rate of approximately 3.2154 shares of Common Stock for each
share of Series B Preferred Stock), subject to adjustment as
described below (the "Conversion Price").
The Conversion Price is subject to adjustment upon
certain events, including (i) dividends (and other distribu-
tions) payable in Common Stock on any class of capital stock of
the Company, (ii) the issuance to all holders of Common Stock
of certain rights or warrants (other than the Rights or any
similar rights issued under any successor shareholders rights
plan) entitling them to subscribe for or purchase Common Stock
or securities which are convertible into Common Stock, (iii)
subdivisions, combinations and reclassifications of Common
Stock, and (iv) distributions to all holders of Common Stock of
evidences of indebtedness of the Company or assets (including
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securities, but excluding those dividends, rights, warrants and
distributions referred to above and dividends and distributions
paid in cash out of the profits or surplus of the Company).
Warrants to Purchase Common Stock
As a result of the acquisition of Geodome Resources
Limited by CoCa Mines in 1989, and the acquisition of CoCa
Mines by the Company in 1991, as of December 1, 1993, the Com-
pany has outstanding 459,443 warrants to acquire Common Stock
at an exercise price of $17.81 and 12,859 warrants to acquire
Common Stock at an exercise price of $12.42 (collectively, the
"Warrants"). The Warrants are exercisable until May 5, 1994.
However, the Warrants will expire if, at any time after May 15,
1990, upon 60 calendar days prior notice, the Common Stock has
had an average per share closing public market price of not
less than $22.24 for at least 60 consecutive trading days prior
to such expiration notice.
Preferred Share Purchase Rights
On May 9, 1986, the Company entered into a rights
agreement with Manufacturers Hanover Trust Company, a national
banking association, as rights agent. This rights agreement
was subsequently amended effective November 29, 1990 and Sep-
tember 30, 1991. The rights agreement, as so amended, is re-
ferred to in the Prospectus as the "Rights Agreement." The
Rights Agent for the rights agreement is currently American
Stock Transfer & Trust Company. Pursuant to the Rights Agree-
ment, the Company issued one preferred share purchase right (a
"Right") for each share of Common Stock outstanding on May 19,
1986. Pursuant to the Rights Agreement, recipients of shares
of Common Stock issued after May 19, 1986, but prior to the
earlier of the Distribution Date, the Redemption Date (as here-
inafter defined) or the Final Expiration Date (as hereinafter
defined), will under certain circumstances also receive one
Right for each share of Common Stock issued to them. The
Shares offered hereby are accompanied by Rights.
The following description of the Rights Agreement
describes only its material provisions and does not purport to
be complete and is qualified in its entirety by reference to
the terms of the Rights Agreement, which is incorporated by
reference in this Prospectus. See "Information Incorporated By
Reference." For purposes of the following description of the
Rights, capitalized terms otherwise not defined in this Pro-
spectus shall have the meaning ascribed to them in the Rights
Agreement, and the definitions of such terms are incorporated
herein by reference. The Rights Agreement is attached as an
exhibit to the Company's Registration Statement on Form 8-A
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dated May 19, 1986. The Rights Agreement was amended effective
November 29, 1990 and such amendment is attached as an exhibit
to the Company's Current Report on Form 8-K dated November 9,
1990. The Rights Agreement was further amended effective Sep-
tember 30, 1991 and such amendment is attached to the Company's
Form 10-K for the fiscal year ended December 31, 1991. The de-
scription of the Rights found in each of the foregoing Form
8-A, Form 8-K and Form 10-K has been incorporated by reference
herein and copies of such Forms can be obtained in the manner
set forth under "Information Incorporated By Reference."
Upon the terms and subject to the conditions of the
Rights Agreement, a holder of a Right (other than an Acquiring
Person (as hereinafter defined)) is entitled to purchase one
one-hundredth of a share of Series A Junior Participating Pre-
ferred Shares, $0.25 par value, at an exercise price of $47.50,
subject to certain anti-dilutive adjustments (the "Purchase
Price"). The Rights are currently represented by the certifi-
cates for the Common Stock and are not transferable apart
therefrom. Transferable Rights certificates will be issued at
the earlier of (i) the tenth day after the public announcement
that an Acquiring Person has become such or (ii) the tenth day
after a Person (other than the Company and related subsidiaries
and employee benefit plans, as defined in the Rights Agreement)
commences, or announces an intention to commence, a tender or
exchange offer the consummation of which would result in any
person or group becoming an Acquiring Person (the earlier of
such dates being called the "Distribution Date"). "Acquiring
Person" is, in general, a Person that beneficially owns 15% or
more of the Company's Common Stock. The 15% threshold for
becoming an Acquiring Person may be reduced by the Board of
Directors of the Company to not less than 10% prior to any such
acquisition. As soon as practicable following the Distribution
Date, separate certificates evidencing the Rights ("Right Cer-
tificates") will be mailed to holders of record of shares of
Common Stock as of the close of business on the Distribution
Date and such separate Right Certificates alone will evidence
the Rights.
In the event that any person becomes an Acquiring
Person, the Rights Agreement provides that provision shall be
made so that each holder of a Right, other than rights that are
or were owned beneficially by an Acquiring Person on or after
the date upon which such person became an Acquiring Person
(which Rights will become void), will thereafter have the right
to receive upon exercise thereof, at the then current Purchase
Price of the Rights, that number of Common Stock having a mar-
ket value of two times the Purchase Price of the Right.
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In the event that the Company is acquired in a merger
or other business combination transaction or more than 50% of
its consolidated assets or earning power is sold, proper provi-
sion will be made so that each holder of a Right will there-
after have the right to receive, upon the exercise thereof at
the then current Purchase Price of the Rights, that number of
shares of common stock of the acquiring company which at the
time of such transaction would have a market value of two times
the Purchase Price of the Rights.
In the event that the Company is the surviving cor-
poration in a merger and the Common Stock is not changed or
exchanged, or in the event that any Acquiring Person engages in
one of a number of self-dealing transactions specified in the
Rights Agreement or an Acquiring Person becomes the beneficial
owner of 50% or more of the outstanding Common Stock, proper
provision will be made so that each holder of a Right, other
than Rights that were beneficially owned by an Acquiring Person
on the earlier of the Distribution Date or the date an Acquir-
ing Person acquires 15% or more of the outstanding Common Stock
(which will become void), will thereafter have the right to
receive upon exercise that number of shares of Common Stock
having a market value of two times the Purchase Price of the
Right.
No Right is exercisable prior to the Distribution
Date. The Rights will expire on May 19, 1996 (the "Final Expi-
ration Date"), unless earlier redeemed. At any time prior to
ten days following the public announcement that a Person or
group of affiliated or associated Persons has become an Acquir-
ing Person, the Board of Directors of the Company may redeem
the Rights in whole, but not in part, at a price of $.05 per
Right (the "Redemption Price"). Immediately upon the action of
the Board of Directors ordering redemption of the Rights, the
right to exercise the Rights will terminate and the only right
of the holders of Rights will be to receive the Redemption
Price. The date the Rights are redeemed pursuant to the Rights
Agreement is the "Redemption Date."
Until a Right is exercised, the holder thereof, as
such, will have no rights as a stockholder of the Company, in-
cluding, without limitation, the right to vote or to receive
dividends.
The Rights have certain antitakeover effects. The
Rights may cause substantial dilution to a person or group that
attempts to acquire the Company on terms not approved by the
Board of Directors of the Company. In addition, it is possible
that the Rights may discourage or prevent certain transactions
even if some shareholders believe that such a transaction may
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be in the best interests of the shareholders. The Rights
should not interfere with any merger or other business combina-
tion approved by the Board of Directors of the Company since
the Rights may be redeemed by the Company prior to the consum-
mation of such transactions.
LYONs
The Company has issued $201,250,000 face amount at
maturity of LYONs, of which $109,950,000 face amount are cur-
rently outstanding. The LYONs were issued at an issue price of
$308.32 per LYON (30.832% of the $1,000 principal amount due at
maturity) (the "Issue Price") and will mature on June 14, 2004.
The price per LYON represents a yield to maturity of 8.00% per
annum, computed on a semiannual bond equivalent basis from June
14, 1989. The LYONs are subordinated to all existing and fu-
ture senior indebtedness of Hecla and are effectively subor-
dinated to all existing and future indebtedness of the subsid-
iaries of Hecla.
Each LYON was offered at an original issue discount
("Original Issue Discount") for federal income tax purposes
equal to the excess of the principal amount due at maturity per
LYON over the amount of its Issue Price. Each LYON is convert-
ible at the option of the holder at any time on or prior to
maturity, unless previously redeemed or otherwise purchased,
into Hecla Common Shares at a conversion rate of 20.824 shares
of Common Stock per LYON. The conversion rate is not adjusted
for accrued Original Issue Discount, although it is subject to
adjustment upon the occurrence of certain events affecting the
Common Stock. Upon conversion, the holder does not receive any
cash payment representing accrued Original Issue Discount; such
accrued Original Issue Discount is deemed paid by the shares of
Common Stock received on conversion.
Each LYON will be purchased by the Company at the
option of the holder on June 14, 1994 for a purchase price of
$456.39 (equal to the Issue Price plus accrued Original Issue
Discount to such date) to be paid, at the option of the Com-
pany, in cash, shares of Common Stock or Subordinated Extension
Notes due 2004 of the Company (such notes will be paying inter-
est on a periodic basis), but not in any combination thereof.
In addition, 35 business days after the occurrence of any
change in control of the Company occurring on or prior to June
14, 1994, each LYON will be purchased by the Company at the
option of the holder for a purchase price, in cash, equal to
the Issue Price plus accrued Original Issue Discount to the
date set for such purchase. The change in control purchase
feature of the LYONs may in certain circumstances have an anti-
takeover effect.
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The LYONs are redeemable at the option of Hecla at
redemption prices equal to the Issue Price plus accrued Orig-
inal Issue Discount to the date of such redemption.
The LYONs are listed on the NYSE and the PSE.
In 1992 and 1993, the Company, in order to reduce the
outstanding debt of the Company and to improve its capital
structure, consummated transactions with holders of LYONs pur-
suant to which the Company exchanged 3,300,000 shares of Common
Stock (and the associated Rights) for $91.3 million principal
amount ($37.2 million accreted value) of LYONs. Under ap-
propriate circumstances, the Company may from time to time
enter into other similar transactions with holders of LYONs.
Certain Provisions of the Certificate of Incorporation and
By-Laws
Certain provisions in the Company's Certificate of
Incorporation and By-Laws may in certain circumstances have an
antitakeover effect. These provisions (1) classify the Board
of Directors into three classes, as nearly equal in number as
possible, each of which serve for three years, with one class
being elected each year; (2) provide that directors may be re-
moved only for cause and only with the approval of the holders
of at least 80% of the voting power of the capital stock of the
Company entitled to vote generally in the election of directors
(the "Voting Stock"); (3) provide that any vacancy on the Board
of Directors shall be filled only by the remaining directors
then in office, though less than a quorum; (4) require that
shareholder action be taken at an annual or special meeting of
shareholders and prohibit shareholder action by consent; (5)
provide that special meetings of shareholders of the Company
may be called only by the Board of Directors pursuant to a res-
olution adopted by a majority of the entire Board of Directors;
and (6) provide that the shareholder vote required to alter,
amend or repeal the foregoing provisions is 80% of the then
outstanding Voting Stock.
The Certificate of Incorporation authorizes the issu-
ance of 5,000,000 shares of Preferred Stock of which 2,300,000
shares have been designated Series B Preferred Stock and issued
and 273,000 shares have been reserved for issuance upon exer-
cise of the Rights. It would be possible, within the limita-
tions imposed by applicable law and the applicable rules of the
securities exchanges upon which the Common Stock is listed, for
the Board of Directors to authorize the issuance of one or more
series of Preferred Stock with voting rights (including class
voting rights) or other rights, powers and preferences which
could impede the success of a proposed merger, tender offer,
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proxy contest or other attempt to gain control of the Company.
In a takeover or similar situation, the issuance by the Board
of Directors of Preferred Stock having voting rights could di-
lute the voting power of the shares of Common Stock held by a
potential acquiror. Moreover, if the Preferred Stock were to
be issued with class voting rights such an issuance could po-
tentially confer veto power over the proposed transaction on a
party friendly to the Company's management.
The Certificate of Incorporation also requires the
approval by the holders of 80% of the then outstanding Voting
Stock as a condition for mergers and certain other business
combinations of the Company ("Business Combinations") with any
holder of more than 12 % of such Voting Stock (an "Interested
Shareholder") unless the transaction is either approved by at
least a majority of the members of the Board of Directors who
are unaffiliated with the Interested Shareholder and were di-
rectors before the Interested Shareholder became an Interested
Shareholder (the "Continuing Directors") or certain minimum
price and procedural requirements are met.
While the foregoing provisions contained in the Cer-
tificate of Incorporation and By-Laws of the Company as well as
those in the Rights Agreement are intended to encourage persons
seeking to acquire control of the Company to initiate such an
acquisition through arm's length negotiations with the Board of
Directors, they could also have the effect of discouraging a
third party from making a tender offer (including an offer at a
substantial premium over the then current market value of the
Common Stock) or otherwise attempting to obtain control of the
Company even though such an attempt might be beneficial to the
Company and its shareholders. Since such provisions may have
the effect of giving the Board of Directors more bargaining
power in negotiations with potential acquirors, they could also
result in the Board of Directors using such bargaining power
not only to try to negotiate a favorable price for an acquisi-
tion but also to negotiate more favorable terms for the manage-
ment or the Board of Directors.
THE SELLING SECURITY HOLDERS
The Shares offered hereby were issued by the Company
in connection with the Company's acquisition of Mountain West.
See "Recent Developments." The Company has agreed to register
the Shares under the Securities Act and to pay most expenses in
connection therewith. The Shares may be offered and sold pur-
suant to this Prospectus by the persons named below (the "Sell-
ing Stockholders"). See "Plan of Distribution." Except as
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indicated below, none of the Selling Stockholders has any mate-
rial relationship with the Company. The Company will not
receive any of the proceeds from the sale of the Shares regis-
tered hereunder by the Selling Stockholders.
Set forth below is the name of each Selling Stock-
holder and opposite their name is the number of shares of Com-
mon Stock held by such holder prior to the offering, the amount
to be offered and the amount owned after completion of the
offering.
Shares of
Shares of Shares of Common Stock
Common Stock Common Stock Owned Following
Name Owned Offered Hereby This Offering 1
Frank J. Daniels2 &
Sharon D. Daniels 177,844 177,844 0
Dee R. Thueson &
Donna Thueson 110,110 110,110 0
Clair O. Thueson &
Ann B. Thueson 110,110 110,110 0
Gerald Taylor &
Gae Taylor 220,220 220,220 0
Neil H. Knudsen2 &
Linda J. Knudsen 36,713 36,713 0
____________________
1 The offering enables Selling Stockholders to sell all of
their Shares. However, Selling Stockholders are not required
to make any sales, and may determine, depending on price and
other factors, to make no sales and retain all Shares for an
indefinite period of time.
2 Effective December 1, 1993, Frank J. Daniels and Neil H.
Knudsen became employees of Mountain West, a wholly-owned
subsidiary of the Company.
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PLAN OF DISTRIBUTION
The offering of the Shares by the Selling Stockhold-
ers is not subject to any underwriting agreement. The Company
has been advised that, subject to the federal securities laws
and applicable state securities laws, the Selling Stockholders
will sell the Shares covered by this Prospectus either through
broker-dealers acting as agents or brokers for the Selling
Stockholders, or through broker-dealers acting as principals,
who may then resell the Shares at private sale or otherwise, at
negotiated prices relating to prevailing market prices at the
time of sale, or by a combination of such methods.
Each of the Selling Stockholders has entered into an
account agreement with Merrill Lynch & Co. pursuant to which
Mr. Steven Ellis, a registered representative of Merrill Lynch
& Co., in Idaho Falls, Idaho, will offer the Shares for sale in
brokerage transactions on national securities exchanges, sub-
ject to customary commissions. The Selling Stockholders have
agreed with the Company that sales of Shares on behalf of all
Selling Stockholders shall not exceed 50,000 Shares in the
aggregate on any trading day. The Selling Stockholders have
also agreed with the Company to suspend any sales of Company
common stock in the 20-day period preceding any offering of the
Company's equity securities.
LEGAL MATTERS
The validity of the Shares offered hereby will be
passed upon for the Company by Wachtell, Lipton, Rosen & Katz,
New York, New York. Certain matters will be passed upon for
the Selling Stockholders by Hawley Troxell Ennis & Hawley,
Boise, Idaho.
EXPERTS
The consolidated balance sheets as of December 31,
1992 and 1991 and the consolidated statements of operations,
changes in shareholders' equity and cash flows for each of the
three years in the period ended December 31, 1992 of the Com-
pany included in the Company's December 31, 1992 Annual Report
on Form 10-K, incorporated by reference in this prospectus,
have been incorporated herein in reliance on the report of
Coopers & Lybrand, independent accountants, given on the au-
thority of that firm as experts in accounting and auditing.
<PAGE>
<PAGE>
No dealer, salesperson or other individual has
been authorized to give any information or make any
representations not contained or incorporated by reference
in this Prospectus in connection with the offering covered
by this Prospectus. If given or made, such information or
representations must not be relied upon as having been
authorized by the Company. This Prospectus does not
constitute an offer to sell, or a solicitation of an offer
to buy, any securities other than the registered securities
to which it relates in any jurisdiction where, or to any
person to whom, it is unlawful to make such offer or
solicitation. Neither the delivery of this Prospectus nor
any sale made hereunder shall, under any circumstances,
create an implication that there has not been any change in
the facts set forth in this Prospectus or in the affairs of
the Company since the date hereof.
655,000 Shares
<TABLE>
<CAPTION>
TABLE OF CONTENTS HECLA MINING
COMPANY
Page
<S> <C> <C>
Available Information............ 2 (Common Stock)
Information Incorporated by
Reference...................... 2
The Company...................... 5
Recent Developments.............. 5
Use of Proceeds.................. 6 PROSPECTUS
Investment Considerations........ 6
Description of Capital Stock..... 15
The Selling Security Holders..... 24
Plan of Distribution............. 26
Legal Matters.................... 26
Experts.......................... 26 December , 1993
</TABLE>
<PAGE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The registrant estimates that expenses in connection
with the offering described in this Registration Statement will
be as follows:
<TABLE>
<S> <C>
Securities and Exchange Commission
Registration Fee................................. $ 2,471
Accountant's Fees and Expenses..................... $ 6,000
Listing Fees....................................... $ 3,000
Legal Fees and Expenses............................ $25,000
Blue Sky Fees and Expenses......................... $ 500
Miscellaneous...................................... $ 1,529
Total......................................... $38,500
</TABLE>
The registrant will pay all of these expenses.
Item 15. Indemnification of Directors and Officers.
Article IX of the registrant's Certificate of Incor-
poration provides:
Limitation of Liability and Indemnification
SECTION 1. Limitation of Liability. A director of
the Corporation shall not be personally liable to the Corpora-
tion or its shareholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Corporation or
its shareholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the Delaware General Corpo-
ration Law, or (iv) for any transaction from which the director
derived any improper personal benefit. If the Delaware General
Corporation Law is amended after approval by the shareholders
of this article to authorize corporate action further eliminat-
ing or limiting the personal liability of directors, then the
liability of a director of the Corporation shall be eliminated
or limited to the fullest extent permitted by the Delaware Gen-
eral Corporation Law, as so amended. This paragraph shall not
eliminate or limit the liability of a director for any act or
omission which occurred prior to the effective date of its
adoption. Any repeal or modification of this paragraph by the
II-1
<PAGE>
<PAGE>
shareholders of the Corporation shall not adversely affect any
II-2
<PAGE>
<PAGE>
right or protection of a director of the Corporation existing
at the time of such repeal or modification.
SECTION 2. Indemnification and Insurance. (a)
Right to Indemnification of Directors, Officers and Employees.
Each person who was or is made a party or is threatened to be
made a party to or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investi-
gative (hereinafter a "proceeding"), by reason of the fact that
he or she is or was a director, officer or employee of the Cor-
poration or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corpora-
tion or of a partnership, joint venture, trust or other enter-
prise, including service with respect to an employee benefit
plan (hereinafter an "indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as a di-
rector, officer or employee or in any other capacity while
serving as a director, officer or employee, shall be indemni-
fied and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same
exists or may hereafter be amended (but, in the case of any
such amendment only to the extent that such amendment permits
the Corporation to provide broader indemnification rights than
permitted prior thereto), against all expense, liability and
loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid in settlement) reasonably
incurred or suffered by such indemnitee in connection therewith
and such indemnification shall continue as to an indemnitee who
has ceased to be a director, officer or employee and shall in-
ure to the benefit of the indemnitee's heirs, executors and ad-
ministrators; provided, however, that, except as provided in
paragraph (b) hereof with respect to proceedings to enforce
rights to indemnification, the Corporation shall indemnify any
such indemnitee in connection with a proceeding (or part there-
of) initiated by such indemnitee only if such proceeding (or
part thereof) was authorized by the board of directors of the
Corporation. The right to indemnification conferred in this
Section shall be a contract right and shall include the right
to be paid by the Corporation the expenses incurred in defend-
ing any such proceeding in advance of its final disposition
(hereinafter an "advancement of expenses"); provided, however,
that, if the Delaware General Corporation Law requires, an ad-
vancement of expenses incurred by an indemnitee in his or her
capacity as a director or officer (and not in any other capac-
ity in which service was or is rendered by such indemnitee,
including, without limitation, service to an employee benefit
plan) shall be made only upon delivery to the Corporation of an
undertaking (hereinafter an "undertaking"), by or on behalf of
such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which
II-3
<PAGE>
<PAGE>
there is no further right to appeal (hereinafter a "final adju-
dication") that such indemnitee is not entitled to be indemni-
fied for such expenses under this Section or otherwise.
(b) Right of Indemnitee to Bring Suit. If a claim
under paragraph (a) of this Section is not paid in full by the
Corporation within sixty days after a written claim has been
received by the Corporation, except in the case of a claim for
an advancement of expenses, in which case the applicable period
shall be twenty days, the indemnitee may at any time thereafter
bring suit against the Corporation to recover the unpaid amount
of the claim. If successful in whole or in part in any such
suit, or in a suit brought by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertak-
ing, the indemnitee shall be entitled to be paid also the ex-
pense of prosecuting or defending such suit. In (i) any suit
brought by the indemnitee to enforce a right to indemnification
hereunder (but not in a suit brought by the indemnitee to en-
force a right to an advancement of expenses) it shall be a
defense that, and (ii) in any suit by the Corporation to re-
cover an advancement of expenses pursuant to the terms of an
undertaking the Corporation shall be entitled to recover such
expenses upon a final adjudication that, the indemnitee has not
met the applicable standard of conduct set forth in the
Delaware General Corporation Law. Neither the failure of the
Corporation (including its board of directors, independent
legal counsel, or its shareholders) to have made a determina-
tion prior to the commencement of such suit that indemnifica-
tion of the indemnitee is proper in the circumstances because
the indemnitee has met the applicable standard of conduct set
forth in the Delaware General Corporation Law, nor an actual
determination by the Corporation (including its board of direc-
tors, independent legal counsel, or its shareholders) that the
indemnitee has not met such applicable standard of conduct,
shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit
brought by the indemnitee, be a defense to such suit. In any
suit brought by the indemnitee to enforce a right to indemnifi-
cation or to an advancement of expenses hereunder, or by the
Corporation to recover an advancement of expenses pursuant to
the terms of an undertaking, the burden of proving that the
indemnitee is not entitled to be indemnified, or to such ad-
vancement of expenses, under this Section or otherwise shall be
on the Corporation.
(c) Non-Exclusivity of Rights. The rights to indem-
nification and to the advancement of expenses conferred in this
Section shall not be exclusive of any other right which any
person may have or hereafter acquire under any statute, this
Certificate of Incorporation, By-Law, agreement, vote of share-
II-4
<PAGE>
<PAGE>
holders or disinterested directors or otherwise. The Corpora-
tion is authorized to enter into contracts of indemnification.
(d) Insurance. The Corporation may maintain insur-
ance, at its expense, to protect itself and any director,
officer, employee or agent of the Corporation or another corpo-
ration, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Cor-
poration would have the power to indemnify such person against
such expense, liability or loss under the Delaware General Cor-
poration Law.
(e) Indemnification of Agents of the Corporation.
The Corporation may, to the extent authorized from time to time
by the board of directors, grant rights to indemnification, and
to the advancement of expenses, to any agent of the Corporation
to the fullest extent of the provisions of this Section with
respect to the indemnification and advancement of expenses of
directors, officers and employees of the Corporation.
Article VII of the registrant's Bylaws provides iden-
tically.
The registrant also maintains a directors' and offic-
ers' liability insurance policy for directors and officers of
the Company and its subsidiaries.
Item 16. Exhibits.
<TABLE>
Number and Description of Exhibits
<S> <C>
3.1(a) Certificate of Incorporation of the Registrant as
amended to date.*
3.1(b) Certificate of Amendment of Certificate of Incorpora-
tion of the Registrant, dated as of May 16, 1991.*
3.1(c) Certificate of Designations, Rights and Preferences
for Series B Cumulative Convertible Preferred Stock.*
3.2 By-Laws of the Registrant as amended to date.*
4.1(a) Rights Agreement dated as of May 9, 1986 between
Hecla Mining Company and Manufacturers Hanover Trust
Company, which includes the form of Certificate of
Designation setting forth the terms of the Series A
Junior Participating Preferred Stock of Hecla Mining
Company as Exhibit A, the form of Right Certificate
as Exhibit B and the summary of Rights to Purchase
II-5
<PAGE>
<PAGE>
Preferred Shares as Exhibit C.*
II-6
<PAGE>
<PAGE>
4.1(b) Amendment, dated as of November 9, 1990 to the Rights
Agreement dated as of May 9, 1986 between Hecla Min-
ing Company and Manufacturers Hanover Trust Company.*
4.1(c) Second Amendment to Rights Agreement dated September
30, 1991, between Hecla Mining Company and Manufac-
turers Hanover Trust Company.*
4.1(d) Hecla Mining Company Notice Letter to Shareholders,
being holders of Rights Certificates, appointing
American Stock Transfer & Trust Company as Rights
Agent, successor to Manufacturers Hanover Trust Com-
pany, effective September 30, 1991, pursuant to Sec-
tion 21 of the Rights Agreement.*
4.2 Form of Certificate for Liquid Yield Option Note.*
4.3 Form of Indenture dated as of June 1, 1989, between
Hecla Mining Company and Manufacturers Hanover Trust
Company, as Trustee, related to Liquid Yield Option
Notes due 2004 (Zero Coupon - Subordinated).*
4.4 Form of Extension Indenture between Hecla Mining Com-
pany and Manufacturers Hanover Trust Company, as
Trustee, related to Subordinated Extension Notes due
2004.*
5. Legal opinion of Wachtell, Lipton, Rosen & Katz.
23.1 Consent of Coopers & Lybrand to incorporation by
reference of their report dated February 5, 1993 on
the Consolidated Financial Statements of the Regis-
trant.
23.2 Consent of Wachtell, Lipton, Rosen & Katz (included
in Exhibit 5).
24. Powers of Attorney.
</TABLE>
* These exhibits were filed as indicated on the following
table and are incorporated herein by this reference
thereto:
II-7
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Corresponding Exhibit in Annual Report on Form
10-K, Quarterly Report on Form 10-Q, Current
Exhibit in Report on Form 8-K, Proxy Statement or
this Report Registration Statement, as Indicated
<S> <C>
3.1(a) 3.1 (10-K for 1987 -- File No. 1-8491)
3.1(b) 3.1(b) (10-K for 1991 -- File No. 1-8491)
3.1(c) 4.5 (Registration Statement No. 33-61666)
3.2 2 (Current Report on Form 8-K Dated November 9,
1990 -- File No. 1-8491)
4.1(a) 1 (Current Report on Form 8-K Dated May 23,
1986 - File No. 1-8491)
4.1(b) 1 (Current Report on Form 8-K dated November 9,
1990 - File No. 1-8491)
4.1(c) 4.1(c) (10-K for 1991 - File No. 1-8491)
4.1(d) 4.1(d) (10-K for 1991 - File No. 1-8491)
4.2 4.1 (Registration Statement No. 33-28648)
4.3 4.2 (Registration Statement No. 33-28648)
4.4 4.4 (Registration Statement No. 33-28648)
</TABLE>
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes as
follows:
(1) to file, during any period in which offers
or sales are being made, a post-effective amendment
to this registration statement;
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933,
as amended (the "Securities Act");
(ii) to reflect in the prospectus any facts
or events arising after the effective date of
the registration statement (or the most recent
post-effective amendment thereof) which, indi-
II-8
<PAGE>
<PAGE>
vidually or in the aggregate, represent a funda-
II-9
<PAGE>
<PAGE>
mental change in the information set forth in
the registration statement; and
(iii) to include any material information
with respect to the plan of distribution not
previously disclosed in the registration state-
ment or any material change to such information
in the registration statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement
is on Form S-3 or Form S-8, and the information re-
quired to be included in a post-effective amendment
by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or
Section 15(d) of the 1934 Act that are incorporated
by reference in the registration statement;
(2) that, for the purpose of determining any
liability under the Securities Act, each such post-
effective amendment shall be deemed to be a new reg-
istration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof;
(3) to remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering;
(4) that for purposes of determining any lia-
bility under the Securities Act, the information
omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule
430A and contained in a form of prospectus filed by
the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be
part of this registration statement as of the time it
was declared effective;
(5) that for the purpose of determining any
liability under the Securities Act, each posteffec-
tive amendment that contains a form of prospectus
shall be deemed to be a new registration statement
relating to the securities offered therein, and the
offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof;
II-10
<PAGE>
<PAGE>
(6) that, for purposes of determining any lia-
bility under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an em-
ployee benefit plan's annual report pursuant to Sec-
tion 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration
statement shall be deemed to be a new registration
statement relating to the securities offered therein,
and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof;
(b) Insofar as indemnification for liabilities aris-
ing under the Securities Act may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Com-
mission such indemnification is against public policy as ex-
pressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such lia-
bilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person
of the registrant in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or con-
trolling person in connection with the securities being regis-
tered, the registrant will, unless in the opinion of its coun-
sel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the
final adjudication of such issue.
II-11
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds
to believe that it meets all of requirements for filing on Form
S-3, and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Coeur d'Alene, State of Idaho, on
the 10th day of December, 1993.
HECLA MINING COMPANY
BY /s/ Arthur Brown
Arthur Brown
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act
of 1933, this registration statement has been signed by the
following persons in the capacities and on the dates indi-
cated:
<TABLE>
<CAPTION>
Name Capacity Date
<S> <C> <C>
/s/ Arthur Brown Chairman, President and December 10, 1993
Arthur Brown Chief Executive Officer
(principal executive officer)
/s/ John P. Stilwell Treasurer December 10, 1993
John P. Stilwell (principal financial officer)
/s/ Joseph T. Heatherly Vice President - Controller December 10, 1993
Joseph T. Heatherly (chief accounting officer)
* Director December 10, 1993
John E. Clute
* Director December 10, 1993
Joseph Coors, Jr.
II-12
<PAGE>
<PAGE>
II-13
<PAGE>
<PAGE>
* Director December 10, 1993
Leland O. Erdahl
* Director December 10, 1993
William A. Griffith
* Director December 10, 1993
Charles L. McAlpine
* Director December 10, 1993
Paul A. Redmond
* Director December 10, 1993
Richard J. Stoehr
/s/ Michael B. White Attorney-in-fact for the
Michael B. White persons marked above with
an *
</TABLE>
<TABLE>
INDEX TO EXHIBITS.
Exhibit Sequentially
Numbered
Page
<S> <C>
5. Legal opinion of Wachtell,
Lipton, Rosen & Katz.
23.1 Consent of Coopers & Lybrand to
incorporation by reference of their
report dated February 5, 1993 on
the Consolidated Financial Statements
of the Registrant.
24. Powers of Attorney.
</TABLE>
II-14
<PAGE>
[Letterhead Of Wachtell, Lipton, Rosen & Katz]
December 10, 1993
Hecla Mining Company
6500 Mineral Drive
Coeur D'Alene, ID 83814-1931
Ladies and Gentlemen:
We have acted as special counsel to Hecla Mining
Company, a Delaware corporation (the "Company"), in connec-
tion with the preparation of the Registration Statement on
Form S-3 of the Company, to be filed with the Securities and
Exchange Commission (the "Commission") on December 10, 1993
(the "Registration Statement"), relating to the registration
under the Securities Act of 1933, as amended, of 655,000
shares of the Company's Common Stock, par value $.25 per
share (the "Shares"), and associated Preferred Share Purchase
Rights (the "Rights"), to be sold pursuant to such
Registration Statement by the Selling Stockholders (as such
term is defined in the Prospectus which is a part of the
Registration Statement).
In this connection, we have reviewed: (i) the Re-
stated Certificate of Incorporation and By-Laws of the Com-
pany as currently in effect; (ii) the Registration Statement;
(iii) the Rights Agreement dated May 9, 1986, as amended (the
"Rights Agreement"), between the Company and Manufacturers
Hanover Trust Company, a national banking association, as
Rights Agent; (iv) certain resolutions adopted by the Board
of Directors of the Company; (v) the Purchase Agreement by
and among Hecla Mining Company and Gerald and Gae Taylor,
Frank J. and Sharon D. Daniels, Dee R. and Donna Thueson,
Clair O. and Ann B. Thueson, and Neil H. and Linda J.
Knudsen, dated as of October 26, 1993, pursuant to which the
Shares were issued; and (vi) such other documents, records
and papers as we have deemed necessary or appropriate in
order to give the opinions set forth herein. We are familiar
<PAGE>
<PAGE>
Hecla Mining Company
December 10, 1993
Page Two
with the proceedings heretofore taken by the Company in
connection with the authorization, registration, issuance and
sale of the Shares. We have, with your consent, relied as to
factual matters on certificates or other documents furnished
by the Company or its officers and by governmental
authorities and upon such other documents and data that we
have deemed appropriate. We have assumed the authenticity of
all documents submitted to us as originals and the conformity
to original documents of all documents submitted to us as
copies.
We are not members of the Bar of any jurisdiction
other than the State of New York and, with your consent, we
express no opinion as to the law of any jurisdiction other
than the laws of the State of New York and the General Corpo-
ration Law of the State of Delaware.
Based on such examination and review and subject to
the foregoing, we are of the following opinions:
1. The Shares, when sold, will be legally issued,
fully paid and nonassessable.
2. The Rights, assuming issuance of the Rights in
accordance with the terms of the Rights Agreement, have
been validly issued and are binding obligations of the
Company and entitled to the benefits of the Rights
Agreement.
We consent to the use of this opinion as an Exhibit
to the Registration Statement and to the reference to our
firm under the caption "Legal Matters" in the Prospectus that
is a part of the Registration Statement. In giving such con-
sent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended.
Very truly yours,
/s/ Wachtell, Lipton, Rosen
& Katz
DAK
<PAGE>
Exhibit 23.1
[Letterhead of Coopers & Lybrand]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this requisi-
tion statement on Form S-3 (File No. 33-XXXX) of our reports
dated February 5, 1993, on our audits of the consolidated
financial statements and financial statement schedules of Hecla
Mining Company and subsidiaries as of December 31, 1992 and
1991 and for each of the three years in the period ended
December 31, 1992, which reports are included in the Company's
annual report on Form 10-K/A. We also consent to the reference
to our Firm under the caption "Experts."
/s/ Coopers & Lybrand
COOPERS & LYBRAND
Spokane, Washington
December 7, 1993
Exhibit 24
POWER OF ATTORNEY
The undersigned directors of Hecla Mining Company (the
"Corporation") hereby appoint Arthur Brown, John P. Stilwell
and Michael B. White, and each of them, as their true and
lawful attorneys-in-fact, with full power for and on their
behalf to execute, in their names and capacities as directors
of the Corporation, and to file with the Securities and
Exchange Commission on behalf of the Corporation under the
Securities Act of 1933, as amended, any and all Registration
Statements (including any and all amendments or post-effective
amendments thereto) pursuant to which 655,000 shares of the
Corporation's Common Stock are to be registered for sale by the
shareholders of Mountain West Bark Products, Inc.
This Power of Attorney automatically ends as to each
appointee upon the termination of his service with the
Corporation.
In witness thereof, the undersigned have executed this
Power of Attorney on this 11th day of November, 1993.
/s/ John E. Clute /s/ Joe Coors, Jr.
John E. Clute Joe Coors, Jr.
/s/ Leland O. Erdahl /s/ William Griffith
Leland O. Erdahl William Griffith
/s/ Charles L. McAlpine /s/ Paul A. Redmond
Charles L. McAlpine Paul A. Redmond
/s/ Richard J. Stoehr
Richard J. Stoehr
