<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------------
FORM 10-K/A
AMENDMENT NO. 1
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
FOR THE TRANSITION PERIOD FROM TO
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COMMISSION FILE NO. 1-10012
SUNSHINE MINING AND REFINING COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 75-2231378
(State or other jurisdiction (IRS Employer Identification
of incorporation or organization) Number)
877 W. MAIN STREET, SUITE 600 83702
BOISE, IDAHO (Zip Code)
(Address of principal
executive offices)
Registrant's telephone number, including area code:
(208) 345-0660
Securities registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- ---------------------
<S> <C>
Common Stock, $0.01 par value New York Stock Exchange
Convertible Subordinate Reset Debentures Due July New York Stock Exchange
15, 2008
New York Stock Exchange
Cumulative Redeemable
Preferred Stock, $1.00 par value
</TABLE>
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Warrants, expiring March 9, 1999, for the purchase of one share of Common Stock
(Title of Class)
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
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
(Continued on next page)
<PAGE> 2
(Continued from previous page)
The aggregate market value of the shares of common stock held by
non-affiliates of the registrant at April 24, 1996, was $288,128,087. For
purposes of this computation, all officers, directors and beneficial owners of
10% or more of the common stock of the registrant are deemed to be affiliates.
Such determination should not be deemed an admission that such officers,
directors and beneficial owners are affiliates.
Indicate the number of shares outstanding of the registrant's classes
of common stock, as of the latest practicable date.
<TABLE>
<CAPTION>
TITLE OF EACH CLASS NUMBER OF SHARES OUTSTANDING
OF COMMON STOCK AT APRIL 24, 1996
------------------- ----------------------------
<S> <C>
Common Stock, $0.01 par value 192,085.391
</TABLE>
DOCUMENTS INCORPORATED BY REFERENCE
None.
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<PAGE> 3
SUNSHINE MINING AND REFINING COMPANY
AMENDMENT NO. 1 TO ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
The undersigned registrant hereby amends the following items, exhibits
or other portions of its Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, as set forth in the pages attached hereto:
PART III
Item 11. Executive Compensation.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Item 13. Certain Relationships and Related Transactions.
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.
SUNSHINE MINING AND REFINING COMPANY
By: /s/ WILLIAM W. DAVIS
----------------------------------------------------
William W. Davis
Executive Vice President and Chief Financial Officer
April 26, 1996.
Dallas, Texas
1
<PAGE> 4
PART III
ITEM 11. EXECUTIVE COMPENSATION.
The following table sets forth the compensation paid by the Company,
as well as certain other compensation paid to or accrued for the account of
each of the four most highly compensated executive officers of the Company,
including the Chief Executive Officer, for calendar year 1995, 1994, and 1993,
or for each year in which such person served as an executive officer of the
Company. There were no other executive officers whose salary and bonus for the
year ended December 31, 1995, exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
-----------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------- ---------- --------
(A) (B) (C) (D) (G) (H) (I)
SECURITIES
UNDERLYING LTIP ALL OTHER
SALARY BONUS OPTIONS PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) (#) ($) ($) (3)
--------------------------- ---- ------- ---------- ---------- -------- ------------
<S> <C> <C> <C> <C> <C> <C>
John S. Simko, 1995 297,832 0 100,000 0 15,525
CEO and President 1994 271,527 0 65,000 0 14,370
1993 258,086 38,727(1) 50,000 52,500 (4) 11,103
William W. Davis, 1995 177,650 0 100,000 0 15,525
Exec. Vice Pres. & Chief 1994 166,096 25,000(2) 50,000 0 14,370
Financial Officer 1993 161,260 24,406(1) 50,000 0 4,308
Robert H. Peterson, 1995 182,348 0 75,000 0 15,525
Sr. Vice Pres. & Chief 1994 169,861 0 0 0 14,250
Operating Officer-Refining 1993 162,586 24,163(1) 50,000 0 4,497
Harry F. Cougher 1995 114,354 0 100,000 0 11,765
Sr. Vice Pres. & 1994 100,677 0 50,000 0 8,925
Chief Operating Officer-Mining
</TABLE>
- ----------------
(1) Consists of stock bonuses awarded to Messrs. Simko, Davis and Peterson
valued at $38,727, $24,406, and $24,163 respectively. Stock distributed
was adjusted to account for estimated taxes, resulting in net stock
issuance of 13,676 shares, 9,752 shares, and 8,533 shares to Messrs.
Simko, Davis and Peterson respectively. The sale of these shares was
restricted until June 16, 1994.
(2) Cash bonus paid to Mr. Davis in December, 1994.
(3) Includes income received pursuant to the Company's Employees Savings and
Security Plan (the "Savings Plan") and the Sunshine Defined Contribution
Plan (the "DC Plan"). Payments to Mr. Simko under the Savings Plan were
$4,500, $4,620 and $4,497, in 1995, 1994 and 1993, respectively; payment
to Mr. Simko under
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<PAGE> 5
the DC Plan was $11,025 and $9,750 in 1995 and 1994. In 1993, Mr. Simko
received reimbursement for moving expenses, pursuant to Company policy of
$6,606. Payments to Mr. Davis under the Savings Plan were $4,500, $4,620
and $4,308, in 1995, 1994 and 1993, respectively; payment to Mr. Davis
under the DC Plan was $11,025 and $9,750 in 1995 and 1994, respectively.
Payments to Mr. Peterson under the Savings Plan were $4,500, $4,500 and
$4,497 in 1995, 1994 and 1993, respectively; payment to Mr. Peterson under
the DC Plan was $11,025 and $9,750 in 1995 and 1994, respectively.
Payments to Mr. Cougher under the Savings Plan were $3,360 and $2,945 for
1995 and 1994, respectively; payments to Mr. Cougher under the DC Plan
were $8,405 and $5,980 for 1995 and 1994, respectively. The Savings Plan
is an individual account plan which provides for deferred compensation as
described in Section 401(k) of the Internal Revenue Code and is subject to
and complies with all of the principal protective provisions of Titles I
and II of the Employee Retirement Income Security Act of 1974 ("ERISA").
The DC Plan replaced the Company's Defined Benefit Pension Plan as of
January 1, 1994, and is subject to and complies with ERISA.
(4) Payments received by Mr. Simko as a result of the termination of the
Deferred Performance Incentive Compensation ("DPIC") Plan in 1993.
OPTIONS GRANTS IN 1995
Incentive stock options were granted to executive officers in the year
ended December 31, 1995, as follows:
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
STOCK PRICE
APPRECIATION FOR
INDIVIDUAL GRANTS(2) OPTION TERMS
--------------------------------------- --------------------
(A) (B) (C) (D) (E) (F) (G)
% OF TOTAL
OPTIONS
NUMBER OF SECURITIES GRANTED TO EXERCISE OR
UNDERLYING OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED (#) FISCAL YEAR ($/SH)(1) DATE 5%($) 10%($)
---- ---------------------- ------------ ----------- ---------- ----- ------
<S> <C> <C> <C> <C> <C> <C>
John Simko, CEO . 100,000 shares - Common 8.9 1.50 12/07/05 $94,334 $239,061
William W. Davis . 100,000 shares - Common 8.9 1.50 12/07/05 $94,334 $239,061
Harry F. Cougher . 100,000 shares - Common 8.9 1.50 12/07/05 $94,334 $239,061
Robert H. Peterson 75,000 shares - Common 6.7 1.50 12/07/05 $70,751 $179,296
</TABLE>
- ------------------
(1) The options are exercisable on or after December 7, 1995.
(2) Subject to stockholder approval of the 1995 Employee Nonqualified Stock
Option Plan (the "1995 Plan") the Board of Directors granted 750,000,
500,000, 200,000, and 100,000 options to Messrs. Simko, Davis, Cougher and
Peterson, respectively, representing 20.6, 13.8, 5.5, and 2.8 percent,
respectively, of the Total Options Granted to Employees in the Fiscal Year
ended December 31, 1995. If the proposal to adopt the 1995 Plan is
approved, the grants reflected in the table will become null and void and
will be replaced by the above-identified grants under the 1995 Plan. The
grants under the 1995 Plan have an exercise price of $1.50, expire
December 7, 2005 and are exercisable after shareholder approval. If the
1995 Plan is approved, the potential realizable value assuming 5% stock
price appreciation would be $707,505, $471,670, $188,668 and $94,334 for
Messrs. Simko, Davis, Cougher and Peterson, respectively. Assuming 10%
stock price appreciation, the potential realizable value would be
$1,792,958, $1,195,305, $478,122 and $239,061 for Messrs. Simko, Davis,
Cougher and Peterson, respectively.
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<PAGE> 6
AGGREGATE OPTION EXERCISES AND FISCAL YEAR-END VALUES TABLE
The following table provides information on option/SAR exercises in
fiscal 1995 by the Named Executive Officers and the value of such officers'
unexercised options/SARs at December 31, 1995.
<TABLE>
<CAPTION>
(A) (B) (C) (D) (E)
SHARES VALUE NUMBER OF SECURITIES VALUE OF UNEXERCISED
ACQUIRED ON REALIZED UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
EXERCISE ($) OPTIONS AT FY-END AT FY-END ($)
----------- -------- ---------------------------- --------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
John S. Simko, CEO . 0 0 215,000 0 0 0
William W. Davis . . 0 0 200,000 0 0 0
Robert H. Peterson . 0 0 125,000 0 0 0
Harry F. Cougher . . 0 0 200,000 0 0 0
</TABLE>
PENSION PLANS
On December 31, 1993, the Company froze its Defined Benefit Pension Plan
(the "Pension Plan"), which was replaced as of January 1, 1994, by the
Company's DC Plan. The Pension Plan was maintained for the benefit of
employees, except those covered by a collective bargaining agreement. The
following table shows the estimated annual benefits payable under the Pension
Plan as in effect on December 31, 1993; after that date benefits ceased to
accrue under the Pension Plan. The examples assume retirement at normal
retirement age of 65 after assumed periods of service, and a fixed level of
social security benefits.
<TABLE>
<CAPTION>
RETIREMENT BENEFIT AT AGE 65
- -------------------------------------------------------------------------------------------------------
YEARS OF SERVICE
- -------------------------------------------------------------------------------------------------------
REMUNERATION 5 10 15 20 25 30
------------ ------ ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
75,000 $6,000 $12,000 $18,500 $24,000 $30,000 $36,500
100,000 8,000 16,000 25,000 33,000 41,000 49,000
150,000 13,000 25,000 38,000 51,000 64,000 76,000
200,000 17,000 34,000 52,000 69,000 86,000 103,000
250,000 22,000 43,000 65,000 87,000 109,000 115,641
300,000 26,000 52,000 79,000 105,000 115,641 115,641
350,000 31,000 61,000 92,000 115,641 115,641 115,641
</TABLE>
At the time that benefits ceased to accrue under the Pension Plan
(December 31, 1993), the average compensation used to determine their benefits
was $218,780; $195,194; $189,824; and $106,573 for Messrs. Simko, Davis,
Peterson and Cougher, respectively. The years of credited service at December
31, 1993, for Mr. Simko was nine years; for Mr. Davis was ten years; for Mr.
Peterson was thirteen years; and for Mr. Cougher was nine years. Pursuant to
the early retirement program, employees who are age 55 and who have fifteen
years of employment with the Company are eligible for early retirement, and
will receive approximately 75% of the accrued benefits they would have received
at age 65. Mr. Simko's employment contract provides that he shall be eligible
for early retirement notwithstanding that he will have less than fifteen years
of service with the Company upon expiration of his employment contract. See
"EMPLOYMENT AGREEMENTS".
4
<PAGE> 7
COMPENSATION OF DIRECTORS
Directors of the Company who are not employees receive an annual retainer
of 3,350 troy ounces of silver or 50 troy ounces of gold, in addition to 235
troy ounces of silver or 3.5 troy ounces of gold per day for each Board or
committee meeting attended. During 1995, non-employee directors received gold
valued as follows: Messrs. Andersen ($23,314.70), Babbitt ($26,019.15),
Humphreys ($24,663.95), Jackson ($26,019.15), Shaffer ($21,979.45), Smith
($24,663.95), Stewart ($26,013.20), Elvin ($24,663.95), and Kaback
($26,019.15). In addition, pursuant to the 1987 Employee Non-Qualified Stock
Option Plan ("the 1987 Plan"), all non-employee directors automatically receive
an option for 5,000 shares of Common Stock on August 30 of each year during the
term of the 1987 Plan.
EMPLOYMENT AGREEMENTS
Effective January 1, 1994, Mr. Simko, Mr. Davis, Mr. Peterson and Mr.
Harry F. Cougher entered into written employment agreements (the "Employment
Agreements") with the Company. Each of the Employment Agreements is for a term
of three years. In 1995, the Employment Agreements for Messrs. Simko, Davis and
Cougher were amended to extend the term of each agreement for an additional
three years to December 31, 1999.
Pursuant to the Employment Agreements, Messrs. Simko, Davis, Peterson,
and Cougher (collectively the "Contracting Employees") are to receive annual
base compensation of $250,000, $160,000, $156,000 and $92,000, respectively,
which may be increased by the Board of Directors. In the event of the
disability or death of a Contracting Employee, the Employment Agreement
provides for the continued payment of the base compensation for the remaining
term of the agreement, subject to reduction for disability payments separately
provided by the Company. In addition, the Contracting Employees may receive
such annual incentive compensation based on the performance of the Company or
other criteria as may be awarded in the discretion of the Board of Directors,
and will participate in any employee benefit plan, employee welfare plan,
deferred compensation plan, stock option plan, or any other plan or arrangement
of the Company now or hereafter adopted for the benefit of officers or
employees generally. In addition, Mr. Simko's agreement provides that he is
deemed to have qualified for early retirement under the Company's Pension Plan,
notwithstanding that at the expiration of the agreement (prior to the 1995
extension) he shall have less than 15 years of service with the Company.
Pursuant to the Employment Agreements, the Company will indemnify each
Contracting Employee in the event that he is made, or threatened to be made, a
party to any action or proceeding, including any action by or in the right of
the Company by reason of the provision of services by him to the Company.
Claims or controversies arising under the Employment Agreement will be resolved
through arbitration, and all resulting legal and accounting fees and other
expenses will be paid by the Company.
Pursuant to the Employment Agreements, a Contracting Employee's
employment may be terminated by mutual agreement between the Contracting
Employee and the Company, by death, or for cause.
COMPENSATION AND TRANSACTION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The following non-employee directors served on the Compensation and
Transaction Committee of the Company's Board of Directors during the last
completed fiscal year: Daniel D. Jackson (Chairman), V. Dale Babbitt and
Hoffer Kaback. There are no compensation committee interlocks.
5
<PAGE> 8
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
To the knowledge of the Company, the following persons own five
percent (5%) or more of the Preferred Stock of the Company:
<TABLE>
<CAPTION>
(1) (2) (3) (4)
Title of Name & Address of Amount & Nature of Percent
Class Beneficial Owner Beneficial Ownership of Class
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
$11.94 Preferred Stock Grace Holdings, L.P.(1) 844,200 shares - direct 11.78%
1000 W. Diversey Pkwy., Ste. 233
Chicago, IL 60614
- ------------------------------------------------------------------------------------------------------
$11.94 Preferred Stock Elliott Associates, L.P.(2) 635,800 shares - direct 8.87%
712 5th Avenue, 36th Fl.
New York, NY 10019
- ------------------------------------------------------------------------------------------------------
$11.94 Preferred Stock Lloyd I. Miller III 430,100(3) 6%
4550 Gordon Drive
Naples, Florida 33940
- ------------------------------------------------------------------------------------------------------
</TABLE>
1. Bun Partners, Inc. is the general partner of Grace Holdings, L.P. The
beneficial owner of Bun Partners, Inc. is Mr. Bradford T. Whitmore.
2. Paul E. Singer and Braxton Associates, L.P. are the general partners of
Elliott Associates, L.P. Paul E. Singer is the General Partner of
Braxton Associates, L.P.
3. Mr. Miller has sole voting power and sole dispositive power with respect to
190,500 shares and shared voting power and shared dispositive power with
respect to 239,600 shares, based upon his Schedule 13D dated July 24, 1995.
To the knowledge of the Company, no other person owns five percent (5) or
more of any class of the Company's voting securities.
6
<PAGE> 9
The following table presents certain information regarding the number of
shares of each class of the Company's equity securities beneficially owned by
each director, nominee, Named Executive Officer, and by all directors and
officers as a group as of April 24, 1996. All individuals have sole voting and
investment power with respect to the shares owned.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT
NAME OF INDIVIDUAL TITLE OF CLASS BENEFICIAL OWNERSHIP OF CLASS
------------------ -------------- -------------------- --------
<S> <C> <C> <C>
G. Chris Andersen Common Stock 30,517(1) (2)
Preferred Stock -0- --
V. Dale Babbitt Common Stock 11,264(1) (2)
Preferred Stock 500 (2)
Fred C. Humphreys Common Stock 24,350(1) (2)
Preferred Stock -0- --
Daniel D. Jackson Common Stock 19,927(1) (2)
Preferred Stock -0- --
John S. Simko Common Stock 267,842(1) (2)
Preferred Stock -0- --
Robert B. Smith. Jr. Common Stock 10,000(1) (2)
Preferred Stock 20,000 (2)
Oren G. Shaffer Common Stock 22,625(1) (2)
Preferred Stock -0- --
William W. Davis Common Stock 249,838(1) (2)
Preferred Stock -0- --
Robert H. Peterson Common Stock 144,559(1) (2)
Preferred Stock -0- --
Harry F. Cougher Common Stock 209,425(1) (2)
Preferred Stock -0- --
Hoffer Kaback Common Stock 5,000 (2)
Preferred Stock -0- --
Douglas K. Stewart Common Stock 5,000 (2)
Preferred Stock -0- --
George M. Elvin Common Stock 5,000 (2)
Preferred Stock -0- --
All officers and directors Common Stock 1,005,347(3) (2)
as a group Preferred Stock 20,500 (2)
- ----------------
</TABLE>
(1) Includes the following shares subject to purchase pursuant to stock
options and warrants exercisable within sixty days: Mr. Andersen, 10,589
shares; Mr. Babbitt, 10,088 shares; Mr. Cougher, 200,300 shares; Mr.
Davis, 201,218 shares; Mr. Elvin, 5,000 shares; Mr. Humphreys, 10,000
shares; Mr. Jackson, 18,809 shares; Mr. Kaback, 5,000 shares; Mr.
Peterson, 125,750 shares; Mr. Simko, 216,873 shares; Mr. Shaffer, 10,875
shares; Mr. Smith, 10,000 shares and Mr. Stewart, 5,000 shares.
(2) Less than 1%.
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<PAGE> 10
(3) Includes 829,502 shares subject to purchase pursuant to stock options and
warrants exercisable within 60 days.
To the Company's knowledge, based solely on its review of Forms 3, 4 and
5, and amendments thereto, furnished to the Company for the fiscal year ended
December 31, 1995 and written representations that no other reports were
required for the fiscal year ended December 31, 1995, all Section 16(a) filing
requirements applicable to its officers and directors were complied with.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None
8
