SUNSHINE MINING & REFINING CO
10-Q, 1996-11-12
PRIMARY SMELTING & REFINING OF NONFERROUS METALS
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<PAGE>   1
                                  FORM 10-Q

                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D. C.  20549


[X]              QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
                   OF THE SECURITIES EXCHANGE ACT OF 1934
              For The Quarterly Period Ended September 30, 1996

                                     OR

[ ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934


For The Transition Period From                  to
                              ------------------  -------------------

                       Commission File Number 1-10012

                    SUNSHINE MINING AND REFINING COMPANY
- --------------------------------------------------------------------------------
           (Exact name of registrant as specified in its charter)
                                      


               DELAWARE                                    75-2618333
- --------------------------------------------------------------------------------
      (State or other jurisdiction of                   (I.R.S.Employer
      incorporation or organization)                   Identification No.)



                 877 W. Main, Suite 600, Boise, Idaho  83702
- --------------------------------------------------------------------------------
                  (Address of principal executive offices)



      Registrant's telephone number including area code (208) 345-0660



- --------------------------------------------------------------------------------
       Former name, former address and former fiscal year, if changed
                              since last report

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
                                                              Yes  X   No
                                                                 -----    -----

                                                   Number of Shares Outstanding
Title of Each Class of Common Stock                      at November 7, 1996
- ------------------------------------                     ------------------- 
   Common Stock, $.01 par value                               238,108,398

                                  Page 1 of 10
<PAGE>   2
                    SUNSHINE MINING AND REFINING COMPANY
                         CONSOLIDATED BALANCE SHEETS
                  SEPTEMBER 30, 1996 and DECEMBER 31, 1995
                               (In Thousands)

<TABLE>
<CAPTION>
                                    ASSETS
                                                                          September 30      December 31
                                                                                1996           1995
                                                                          ------------     ------------
<S>                                                                      <C>               <C>
Current assets:
   Cash and cash equivalents                                              $     23,303     $     12,837
   Silver bullion                                                                8,127            8,976
   Accounts receivable                                                           1,560            1,583
   Inventories   (Note 2)                                                        1,900            1,477
   Marketable securities                                                             7               13
   Other current assets                                                          1,342            1,592
                                                                          ------------     ------------
      Total current assets                                                      36,239           26,478

Property, plant and equipment, at cost                                         141,006          140,886
  Less accumulated depreciation,
    depletion and amortization                                                 (70,886)         (69,967)
                                                                          ------------     ------------
                                                                                70,120           70,919
Other noncurrent assets and deferred charges                                     5,560            3,737
                                                                          ------------     ------------
                       Total assets                                       $    111,919     $    101,134
                                                                          ============     ============
                  LIABILITIES  AND  STOCKHOLDERS'  EQUITY
Current liabilities:
  Accounts payable                                                        $        827     $        687
  Accrued expenses                                                               3,763            2,241
                                                                          ------------     ------------
      Total current liabilities                                                  4,590            2,928

Long-term debt                                                                  31,515            1,519
Accrued pension and other postretirement benefits                                6,152            6,387
Other long-term liabilities and deferred credits                                 5,083            5,218
Stockholders' equity:
  Cumulative redeemable preferred stock--
    aggregate redemption value:
      December 31, 1995 - $128,203                                              -                82,268
  Common stock--$.01 par value;
    400,000 shares authorized; shares issued:
      September 30, 1996 - 242,793
      December 31, 1995 - 196,760                                                2,428            1,968
  Paid-in capital                                                              704,511          623,337
  Deficit                                                                     (641,098)        (622,454)
                                                                          ------------     ------------     
                                                                                65,841           85,119
  Less treasury stock, at cost:
    September 30, 1996 -  4,685 shares
    December 31, 1995 - 3,664 shares                                             1,262               37
                                                                          ------------     ------------
                                                                                64,579           85,082
                                                                          ------------     ------------
                 Total liabilities and stockholders' equity               $    111,919     $    101,134
                                                                          ============     ============
</TABLE>

                           See accompanying notes.



                                     -2-
<PAGE>   3
                    SUNSHINE MINING AND REFINING COMPANY
                    CONSOLIDATED STATEMENTS OF OPERATIONS
                          FOR THE NINE MONTHS ENDED
                         September 30, 1996 and 1995
                  (In Thousands, Except Per Share Amounts)
                                 (Unaudited)
<TABLE>
<CAPTION>
                                                                 QUARTER                        NINE MONTHS
                                                      --------------------------       ---------------------------
                                                          1996            1995             1996            1995
                                                      -----------     -----------      -----------      ----------
<S>                                                   <C>             <C>              <C>              <C>
Operating revenues                                    $     3,974     $     4,419      $    11,327      $   12,167
Mark to market gain (loss)                                   (296)            730             (900)          1,011
                                                      -----------     -----------      -----------      ----------
                                                            3,678           5,149           10,427          13,178
                                                      -----------     -----------      -----------      ----------
Costs and expenses:                                                                                     
   Cost of sales                                            5,183           4,233           13,389          14,203
   Depreciation, depletion                                                                              
      and amortization                                      1,057           1,047            3,078           2,724
   Exploration                                              2,628           1,702            7,102           4,045
   Selling, general and                                                                                 
      administrative expense                                1,316           1,386            3,935           4,263
                                                      -----------     -----------      -----------      ----------
                                                           10,184           8,368           27,504          25,235
                                                      -----------     -----------      -----------      ----------
Operating loss                                             (6,506)         (3,219)         (17,077)        (12,057)
Other income (expense):                                                                                 
   Interest income                                            319             291              930           1,024
   Interest expense                                        (1,014)           (232)          (2,300)           (575)
   Other, net                                                 210             260              293             502
                                                      -----------     -----------      -----------      ----------
                                                             (485)            319           (1,077)            951
                                                      -----------     -----------      -----------      ----------    
Net loss                                                   (6,991)         (2,900)         (18,154)        (11,106)
                                                                                                        
Retirement of preferred stock                             -               -                 40,124        -
Preferred stock dividend requirements                     -                (2,500)          (2,622)         (7,617)
                                                      -----------     -----------      -----------      ----------      
Income (loss) applicable to common shares             $    (6,991)    $    (5,400)     $    19,348      $  (18,723)
                                                      ===========     ===========      ===========      ==========
Income (loss) per common share                        $     (0.03)    $     (0.03)     $     0.090      $    (0.10)
                                                      ===========     ===========      ===========      ==========  
Average common shares outstanding                         238,086         193,059          214,366         193,031
                                                      ===========     ===========      ===========      ==========   
</TABLE>                                                          
                           See  accompanying notes.


                                       
                                     -3-
<PAGE>   4
                    SUNSHINE MINING AND REFINING COMPANY
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                          FOR THE SIX MONTHS ENDED
                         September 30, 1996 and 1995
                               (In Thousands)
                                 (Unaudited)
<TABLE>
<CAPTION>
                                                                               1996           1995   
                                                                           ----------    -----------             
<S>                                                                        <C>           <C>                         
Cash used by operating activities:                                                                     
  Net loss                                                                 $  (18,154)   $   (11,106)  
  Adjustments to reconcile loss from operations                                                        
    to net cash used by operations:                                                                    
      Depreciation, depletion and amortization                                  3,078          2,724   
      Exploration expenditures                                                  7,102          4,045   
      Amortization of debt issuance costs                                         398          -   
      Realized and unrealized gains on                                                                 
         marketable equity securities                                             (60)          (134)  
                                                                                                       
      Net (increase) decrease in:                                                                      
        Silver bullion                                                            849           (579)  
        Accounts receivable                                                        23         (1,597)  
        Inventories                                                              (423)         1,453   
        Other assets and deferred charges                                        (539)           148   
                                                                                                       
      Net increase (decrease) in:                                                                      
        Accounts payable and accrued expenses                                   1,093             40   
        Accrued pension and other postretirement benefits                        (235)          (250)  
        Other liabilities and deferred credits                                 (1,451)             4   
                                                                           ----------    -----------             
    Net cash used by operations                                                (8,319)        (5,252)  
                                                                           ----------    -----------          
Cash provided (used) by investing activities:                                                          
  Additions to property, plant and equipment and                                                       
        exploration expenditures                                               (9,381)        (4,249)  
  Proceeds from investments                                                     1,493          1,770   
                                                                           ----------    -----------             
    Net cash used by investing activities                                      (7,888)        (2,479)  
                                                                           ----------    -----------            
Cash provided by financing activities:                                                                 
  Costs associated with conversion of preferred stock into common stock          (865)         -  
  Proceeds from issuance of common stock upon exercise of stock                                        
     options and warrants                                                           1            143   
  Proceeds from issuance of long term debt                                     30,000          -  
  Debt issuance costs                                                          (2,463)         -  
                                                                           ----------    -----------             
    Net cash provided by financing activities                                  26,673            143   
                                                                           ----------    -----------             
Increase (decrease) in cash and cash investments                               10,466         (7,588)  
Cash and cash investments, January 1                                           12,837         26,581   
                                                                           ----------    -----------          
Cash and cash investments, September 30                                    $   23,303    $    18,993   
                                                                           ==========    ===========          
Supplemental cash flow information -                                                                   
  Interest paid in cash                                                    $    1,583    $       146   
                                                                           ==========    ===========           
</TABLE>                                                          

                            See accompanying notes.


                                     -4-
<PAGE>   5
                      SUNSHINE MINING AND REFINING COMPANY

                    NOTES TO CONDENSED FINANCIAL STATEMENTS

                               September 30, 1996


1.       BASIS OF PRESENTATION

         The accompanying unaudited consolidated condensed financial statements
         of Sunshine Mining and Refining Company ("Sunshine" or the "Company")
         have been prepared in accordance with generally accepted accounting
         principles for interim financial information and with the instructions
         to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do
         not include all of the information and footnotes required by generally
         accepted accounting principles for complete financial statements.  In
         the opinion of management, all adjustments (consisting of normal
         recurring accruals) considered necessary for a fair presentation have
         been included. Certain previously reported amounts have been
         reclassified to conform to the September 1996 presentation.  Operating
         results for the nine month period ended September 30, 1996 are not
         necessarily indicative of the results that may be expected for the
         year ended December 31, 1996.  For further information, refer to the
         consolidated financial statements and footnotes thereto included in
         Sunshine's report on Form 10-K for the year ended December 31, 1995.

2.       INVENTORIES

         The components of inventory consist of the following:

<TABLE>
<CAPTION>
                                                   September 30         December 31
                                                       1996                1995
<S>                                                     <C>                 <C>
         Metals inventories:               
             Work in process                        $    599             $    512
             Finished goods                              371                  264
         Materials and supplies inventories              930                  701
                                                    --------             --------
                                                    $  1,900             $  1,477
                                                    ========             ========
</TABLE>

3.       LONG-TERM DEBT

         During the first nine months, the Company, through its subsidiary SPMI,
         issued $30 million in 8% Senior Exchangeable Notes to non-U.S. persons
         pursuant to Regulation S promulgated under the Securities Act of 1933,
         as amended.  See "Management's Discussion and Analysis of Financial
         Condition."

4.       SIGNIFICANT ACCOUNTING POLICIES

         The Company adopted the Financial Accounting Standards Board ("FASB")
         Statement No. 121, "Accounting for the Impairment of Long-Lived Assets
         and Long-Lived Assets to be Disposed of ("FAS 121")," in the first
         quarter of 1996.  The adoption of FAS 121 had no impact on the
         Company's financial condition as the Company's methodology for
         evaluating its mining properties for impairment is consistent with FAS
         121.

         FASB Statement No. 123, "Accounting for Stock Based Compensation ("FAS
         123")" establishes an alternative method of accounting for stock based
         compensation to the method set forth in Accounting Principles Board
         Opinion No. 25 ("APB 25").  The Company will continue to account for
         stock option grants under the provisions of APB 25 and has adopted the
         disclosure provisions of FAS 123.  Accordingly, the adoption of FAS 123
         in 1996 had no effect on the Company's financial statements.

5.       PREFERRED STOCK

         On May 22, 1996, the Company's Common and Preferred stockholders
         approved the merger of Sunshine with and into its wholly-owned 
         subsidiary, Sunshine Merger Company, pursuant to which Sunshine Merger
         Company (which was renamed Sunshine Mining and Refining Company) was 
         the surviving entity.

         The merger resulted in the retirement of all of Sunshine's outstanding
         $11.94 (Stated Value) Cumulative Redeemable Preferred Stock (the
         "Preferred Stock") in exchange for approximately 46 million shares of
         Common Stock and





                                       5
<PAGE>   6
         approximately 8 million Warrants to purchase one share of Common Stock
         at $1.92, and the recognition of a $40.1 million gain applicable to
         Common shares.  See "Management's Discussion and Analysis of Financial
         Condition."

6.       EARNINGS (LOSS) PER COMMON SHARE

         Earnings (loss) per common share is computed by dividing the earnings
         (loss) applicable to common stockholders by the weighted average
         number of common shares and common share equivalents, represented by
         options and warrants, if such common share equivalents have a dilutive
         effect.  Fully diluted earnings (loss) per common share computations
         also assume conversion of outstanding Convertible Subordinated Reset
         Debentures and 8% Senior Exchangeable Notes, if such conversion has a
         dilutive effect.

         For the periods presented, the common share equivalents and the
         assumed conversions of debt did not have a dilutive effect on the
         earnings (loss) per share calculations. Accordingly, the loss per
         share calculations for all periods are based on the weighted average
         number of common shares outstanding during each period.

                     SUNSHINE MINING AND REFINING COMPANY

         Management's Discussion and Analysis of Financial Condition
                      and Results of Operations for the
                Nine Months Ended September 30, 1996 and 1995

LIQUIDITY AND CAPITAL RESOURCES

         The Company, through Sunshine Precious Metals, Inc. ("SPMI"), its
wholly-owned subsidiary, concluded an offering (the "Notes Offering") in March,
1996, conducted in Europe only to non-U.S. persons pursuant to Regulation S
promulgated under the Securities Act of 1933, as amended.  SPMI issued $30
million aggregate principal amount of Senior Exchangeable Notes due 2000 (the
"Notes") pursuant to the Notes Offering.  The net proceeds from the Notes
Offering (approximately $27 million) will be used to fund development and
exploration opportunities of the Company, and for working capital requirements
of the Company. The Company's working capital totaled $31.6 million at
September 30, 1996, which will be adequate to fund the Company's anticipated
cash requirements for several years pending the Pirquitas development
evaluation which is being done now.

         Pirquitas is expected to be a large, low-cost silver/tin producer. The
Company has steadily increased its rate of exploration expenditures at
Pirquitas over the course of 1996. The Company hopes to complete a feasibility
study regarding development of the property by June of 1997. Capital
requirements for development of the property may be $100 to $150 million.

         Set forth below are certain terms and provisions of the Notes and the
Notes Offering.  The Notes bear interest at 8% per annum and will mature four
years after their issuance (March 21, 2000).  The Notes are exchangeable into a
specified number of shares of Common Stock of the Company at an exchange price
of $1.4375 per share, subject to reset and adjustment in certain events.  At
any time after one year from the date of issuance and prior to maturity, SPMI
may force the exchange of the Notes, in whole or in part, subject to certain
restrictions. SPMI may redeem the Notes at any time at the principal amount if
United States withholding taxes are imposed on payments in respect of the
Notes. The Notes will be guaranteed by Sunshine (and any successors thereof)
and the guarantee will rank senior to all of its unsecured and subordinated
obligations, including the currently outstanding Convertible Subordinated Reset
Debentures due July 15, 2008.

Historical Losses

         As the price of silver since 1985 has been only slightly in excess of,
or less than, the Company's cash cost to produce an ounce of silver, the
Company's operations have not been able to generate cash flow sufficient to
cover its costs of exploration, research, general and administrative expenses,
and interest, as well as non-cash charges such as depreciation, depletion, and
amortization. Until such time as the price of silver increases significantly or
higher production is achieved at a lower cost, the Company will continue to
generate a negative cash flow from operations.

Exploration and Development Activities

         The Company anticipates capital expenditures in 1996 at the Sunshine
Mine  to be approximately $2.3 million, including $1.9 million expended in the
first nine months. In addition, the Company currently projects exploration
expenditures for the year will total approximately $10 million at the Sunshine
Mine, the





                                       6
<PAGE>   7
Pirquitas property in Argentina, and other projects.  Exploration expenditures
for the first nine months of 1996 totaled approximately $7.1 million.

         The Company has steadily increased its level of exploration
expenditures in recent years as it has identified and acquired a growing list
of prospects that it felt had the potential to add significantly to operating
income, cash flow, and mineral resources and reserves.  The acquisition and
successful development of such prospects is central to the Company's plan to
return to profitability.

Preferred Stock Retirement

         Effective May 22, 1996, Common and Preferred stockholders of Sunshine
approved the merger (the "Merger") of Sunshine with and into its wholly-owned
subsidiary, Sunshine Merger Company, pursuant to which Sunshine Merger Company
was the surviving entity and was renamed Sunshine Mining and Refining Company,
resulting in the retirement of all of Sunshine's outstanding Preferred Stock in
exchange for approximately 46 million shares of Common Stock and 8 million
Warrants to purchase one share of Common Stock at $1.92.  As a result, the
Company recognized a $40.1 million gain applicable to Common Shares
representing the excess of the aggregate redemption value of the Preferred
Stock (including cumulative dividends in arrears of $44.8 million) over the sum
of the value of securities issued and related transaction costs.

         Terms of the Merger include a formula whereby, if the average closing
price of the Common Stock as reported on the New York Stock Exchange Composite
Transactions for the first 120 NYSE trading days after May 22, 1996 (through
November 11, 1996) is less than $1.75, up to a maximum of 17.2 million
additional shares of Common Stock may be issued and the exercise price of the
Warrants would be reduced to 110% of such average closing price.  Based on the
average closing price to date, the Company will issue approximately 17 million 
additional shares in the fourth quarter.

Operating, Investing, and Financing Activities

         Cash used in operating activities in the first nine months of 1996 was
$8.3 million compared to $5.3 million in the first nine months of 1995. Cash
operating losses increased in the first nine months of 1996 by $3.1 million,
primarily due to an increase of $1.8 million in net interest expense and $900
thousand mark to market loss in the 1996 period compared to a $1 million gain
in the 1995 period, partially offset by changes in working capital components.

         Approximately $7.9 million of cash was used by investing activities in
the first nine months of 1996 compared to $2.5 million in the 1995 period.  The
$5.4 million increase was primarily due to increased exploration expenditures
of $3.1 million and a $2.1 million increase in additions to property, plant and
equipment. Proceeds from the sale of certain marketable securities for the 1996
and 1995 periods were $1.5 million and $1.8 million, respectively.

         Cash provided by financing activities was $26.7 million in the first
nine months of 1996 including $27.5 million from the Company's Notes Offering,
partially offset by the costs associated with the Merger. Cash provided by
financing activities in the first nine months of 1995 was $0.1 million.

RESULTS OF OPERATIONS

THE THREE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 1995

         Consolidated operating revenues decreased $486 thousand (11%) for the
third quarter of 1996 compared to the third quarter of 1995 primarily due to a
decline in average silver prices received from $5.35 in 1995 to $5.05 in 1996
and a decline in sales volumes of 81 thousand ounces of silver partially offset
by an increase in by-product sales revenue.  The decreased sales resulted from
a 34 thousand ounce (6%) decrease in production in the 1996 quarter and
additional sales in the 1995 quarter due to a drawdown in work-in-process
inventories.  The decrease in production was primarily due to a rockburst in
the mine which delayed approximately 70 thousand ounces of production.  The
1995 drawdown resulted from the suspension of operations of the Company's
silver refinery during the first





                                       7
<PAGE>   8
quarter of 1995, which resulted in shorter processing time before sales
recognition of silver and copper concentrates to a third party smelter.

         Mark to market loss on investment bullion and work in process
inventories was $296 thousand as a result of silver prices declining from $4.98
at June 30, 1996 to $4.83 at September 30, 1996 compared to a $730 thousand
gain in the 1995 quarter resulting from an increase in silver prices from $5.01
to $5.44 for the corresponding 1995 dates.

         Cost of sales increased $951 thousand (22.5%) (from $4.2 million in
the third quarter of 1995 to $5.2 million in the third quarter of 1996) due
primarily to increased development costs and associated waste haulage.
Development work was devoted to ramping in the West Chance area of the Sunshine
Mine from which no production benefit has yet been received. Such ramping will
provide access to the West Chance area for the Company's newly acquired
rubber-tired loaders, which is the basis for the Company's plan to return the 
Mine to full production by year end.  Silver production totaled 537 thousand
ounces produced from 23,565 tons at 23.64 ounces per ton in 1996 versus 563
thousand ounces from 29,056 tons at 20.27 ounces per ton in 1995.

         Exploration expense increased $926 thousand (54%) for the third
quarter of 1996 compared to the same period in 1995 as a result of the
Company's increased exploration program, particularly at Pirquitas.  (See 
"Liquidity and Capital Resources - Exploration and Development Activities.")

         Interest expense increased $782 thousand due to the Notes Offering
completed in March, 1996.  (See "Liquidity and Capital Resources.")

THE NINE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO THE NINE MONTHS ENDED
SEPTEMBER 30, 1995

         Consolidated operating revenues decreased approximately $840 thousand
(6.9%) for the first nine months of 1996 compared to the first nine months of
1995 primarily due to a reduction in sales volume (1.8 million ounces of silver
in the first nine months of 1996 compared to 2.0 million ounces of silver in
the same period of 1995). The reduction in sales volumes was due to a drawdown
in work-in-process inventories in the first nine months of 1995 resulting from
the suspension of operations of the Company's silver refinery during the 1995
period, which resulted in shorter processing time before sales recognition of
silver and copper concentrates to a third party smelter.  This drawdown was
partially offset by increased sales volumes resulting from a 413,000 ounce
(31%) increase in production in 1996 compared to 1995. The 1996 period reflects
a $900 thousand mark to market loss due to a decline in silver prices at
September 30 compared to the end of 1995.  During the first nine months of
1995, silver prices increased resulting in a $1 million gain for the period.

         Cost of sales decreased $814 thousand (6%) (from $14.2 million in the
first nine months of 1995 to $13.4 million in the first nine months of 1996)
due to the drawdown in inventories in 1995, as discussed above. Increased
development costs were offset by lower unit production costs.  Unit production
costs decreased primarily due to the 31% increase in silver production and a
27% increase in average grades from 1995 to 1996 (1.7 million ounces produced
from 81,882 tons at 22.09 ounces per ton in 1996 versus 1.3 million ounces from
79,025 tons at 17.46 ounces per ton in 1995). The $1.3 million increase in
development costs was devoted to ramping and associated waste haulage which
will provide stoping access to the West Chance vein in the Sunshine Mine.  (See
Three Months discussion above.)

         Exploration expense increased $3.1 million (76%) for the first nine
months of 1996 compared to the same period in 1995 as a result of the Company's
increased exploration program, primarily at Pirquitas. (See "Liquidity and 
Capital Resources - Exploration and Development Activities.")

         Depreciation, depletion and amortization increased by approximately
$355 thousand as a result of increased production figures in the 1996 period.

         Interest expense increased $1.7 million due to the Notes Offering
completed in March, 1996.  (See "Liquidity and Capital Resources.")

         Other, net decreased $209 thousand due to a decrease in gains from the
sale of investments.





                                       8
<PAGE>   9
                     SUNSHINE MINING AND REFINING COMPANY

                         PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         On September 5, 1996, the United States District Court for the
         District of Idaho granted the motion of the Coeur d'Alene Tribe of
         Idaho (the "Tribe") to reopen the Tribe's lawsuit alleging natural
         resource damage claims against Sunshine and other defendants, and to
         consolidate the discovery and motions practice of the Tribe's lawsuit
         with the United States government's natural resource damage claims
         currently pending against Sunshine and other defendants in that court.
         The Tribe's lawsuit against Sunshine and the other defendants had been
         administratively terminated by the United States District Court for
         the District of Idaho in 1992.

ITEM 2.  CHANGES IN SECURITIES

         NONE

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         On July 30, 1996 at Sunshine's Annual Meeting of Stockholders, for
         which proxies were solicited pursuant to Regulation 14A, holders of
         common stock voted on the following matters:

         1.  The following nominees for director were elected by the vote
             indicated:
<TABLE>
<CAPTION>                                                                     
                                                                          Broker 
                   Name                       For         Withheld      Non-votes
                   ----                       ---         --------      ---------
             <S>                          <C>             <C>              <C>
             G. Chris Andersen            160,468,338     4,054,869         0 
             V. Dale Babbitt              160,452,814     4,070,393         0 
             George M. Elvin              160,609,057     3,914,150         0 
             Daniel D. Jackson            160,428,464     4,094,743         0 
             Oren G. Shaffer              160,564,558     3,958,649         0 
             Robert B. Smith, Jr.         160,535,615     3,987,592         0 
             John S. Simko                160,514,251     4,008,956         0 
</TABLE>                                                                      

         2.  The proposal to adopt the 1995 Employee Nonqualified
             Stock Option Plan of the Company was approved by the following 
             vote:

<TABLE>
             <S>                          <C>          
             For:                         147,154,005  
             Against:                      12,070,428  
             Abstain:                       5,298,774  
             Broker Non-Votes                       0  
</TABLE>                                               

ITEM 5.  OTHER INFORMATION

         None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)     Exhibits

                 27       Financial Data Schedule

         (b)     Reports on Form 8-K

                 None





                                       9
<PAGE>   10
                                  SIGNATURES

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

                           SUNSHINE MINING AND REFINING COMPANY



Dated: November 11, 1996           By: /s/ William W. Davis
                                       ---------------------
                                   William W. Davis
                                   Executive Vice President and
                                   Chief Financial Officer





                                       10
<PAGE>   11
                              INDEX TO EXHIBITS



<TABLE>
<CAPTION>
EXHIBIT
NUMBER                   DESCRIPTION
- -------                  -----------
<S>           <C>
  27          -  Financial Data Schedule

</TABLE>


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AT SEPTEMBER 30, 1996 (UNAUDITED) AND THE
CONSOLIDATED STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30,
1996 (UNAUDITED) AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS
</LEGEND>
<CIK> 0000833376
<NAME> SUNSHINE MINING AND REFINING COMPANY
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                          23,303
<SECURITIES>                                         7
<RECEIVABLES>                                    1,560
<ALLOWANCES>                                         0
<INVENTORY>                                      1,900
<CURRENT-ASSETS>                                36,239
<PP&E>                                         141,006
<DEPRECIATION>                                  70,886
<TOTAL-ASSETS>                                 111,919
<CURRENT-LIABILITIES>                            4,590
<BONDS>                                         31,515
                                0
                                          0
<COMMON>                                         2,428
<OTHER-SE>                                      62,151
<TOTAL-LIABILITY-AND-EQUITY>                   111,919
<SALES>                                         11,327
<TOTAL-REVENUES>                                10,427
<CGS>                                           13,389
<TOTAL-COSTS>                                   16,467
<OTHER-EXPENSES>                                 7,102
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               2,300
<INCOME-PRETAX>                               (18,154)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                           (18,154)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    19,348
<EPS-PRIMARY>                                      .09
<EPS-DILUTED>                                      .09
        

</TABLE>


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