HECLA MINING CO/DE/
8-K, 1999-03-26
MINING & QUARRYING OF NONMETALLIC MINERALS (NO FUELS)
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington D. C.  20549

                                 
                                  -------------

                                    FORM 8-K

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Date of Report
(Date of earliest event reported):                March 26, 1999
                                        
                                        
                              Hecla Mining Company

- -------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



                                    Delaware

- -------------------------------------------------------------------------------
                 (State or other jurisdiction of incorporation)


          1-8491                                  82-0126240

- -------------------------------------------------------------------------------
  (Commission File Number)          (IRS Employer Identification No.)


6500 Mineral Drive
Coeur d'Alene, Idaho                              83815-8788

- -------------------------------------------------------------------------------
(Address of principal executive offices)          (Zip Code)


                                 (208) 769-4100

- -------------------------------------------------------------------------------
                         (Registrant's Telephone Number)










                                       -1-

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Item 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

     Exhibit 99 - Form of Agreement to purchase Common Stock
                  by and between Hecla Mining Company and
                  Purchaser


                                        
                                        
                                    SIGNATURE
                                   -----------

      Pursuant to the requirements of Section 12 of the Securities Exchange  Act
of  1934, the Registrant has duly caused this report to be signed on its  behalf
by the undersigned, thereunto duly authorized.



                              HECLA MINING COMPANY




                              By   /s/ John P. Stilwell
                                --------------------------------
                                Name:   John P. Stilwell
                               Title: Vice President - Chief
                                      Financial Officer


Dated:  March 26, 1999



















                                       -2-



<PAGE>          3



                                  EXHIBIT INDEX


Exhibit No.              Title
- -----------              -----

99             Form of Agreement to purchase Common Stock by and
               between Hecla Mining Company and Purchaser










































                                       -3-






                                        
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                                   EXHIBIT 99
                                ----------------
                                        

[Letterhead of Hecla Mining Company]




                                                              ____________, 1999
                                                                                


Name and Address of Purchaser


Dear Sirs:

      This  letter  sets forth the agreement of ______________ (the "Purchaser")
and  Hecla  Mining Company (the "Company") regarding the purchase  by  Purchaser
from  the Company of the Company's common stock (the "Common Stock") on the date
hereof.  The parties agree as follows:

      1.    This  agreement  relates to the purchase by Purchaser  of  _________
shares  of  the  Company's  Common  Stock for an  aggregate  purchase  price  of
$___________, which purchase is being settled by the parties on the date hereof.

      2.    The  Company represents and warrants that (a) the shares  of  Common
Stock  issued  by  the  Company  to Purchaser have  been  registered  under  the
Securities  Act  of  1933,  as amended (the "Securities  Act"),  pursuant  to  a
registration  statement  on  Form  S-3, Commission  File  Number  33-59659  (the
"Registration Statement"); and (b) the Company has filed a prospectus supplement
to the Registration Statement in connection with this transaction.

      3.    The  shares of Common Stock purchased from the Company by  Purchaser
hereunder have been authorized for listing on the New York Stock Exchange.

      4.    The Company will promptly notify Purchaser of (a) any stop order  or
other suspension of the effectiveness of the Registration Statement and (b)  the
happening  of  any  event as a result of which the prospectus  included  in  the
Registration Statement includes an untrue statement of a material fact or  omits
to state a material fact required to be stated therein, or necessary to make the
statements  therein, in light of the circumstances under which they  were  made,
not misleading.

<PAGE>          2

     5.   This agreement and the legal relations between the parties hereto with
respect to any purchase of Common Stock by Purchaser hereunder shall be governed
and  construed in accordance with the substantive laws of the State of New  York
without giving effect to the conflicts of law principles thereunder.

      Please  execute a copy of this letter which, when executed  by  Purchaser,
will constitute an agreement between the Company and Purchaser.

                              Very truly yours,


                              Hecla Mining Company


                              By:       /s/ John P. Stilwell
                                    -------------------------------------------
                                    Name:  John P. Stilwell
                                    Title:  Vice President - Chief Financial
                                            Officer

AGREED TO:

Name of Purchaser


By:
   ----------------------------
   Name:
   Title:














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