<PAGE> 1
FORM 10-K/A
AMENDMENT NO. 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NO. 1-10012
SUNSHINE MINING AND REFINING COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 75-2618333
(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:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- -------------------
Common Stock, $0.01 par value New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Warrants, expiring May 22, 2001, 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)
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(Continued from previous page)
The aggregate market value of the shares of common stock held by
non-affiliates of the registrant at April 10, 2000 was $25,196,122. 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.
TITLE OF EACH CLASS NUMBER OF SHARES OUTSTANDING
OF COMMON STOCK AT APRIL 10, 2000
--------------- -----------------
Common Stock, $0.01 par value 41,136,525
DOCUMENTS INCORPORATED BY REFERENCE
None.
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SUNSHINE MINING AND REFINING COMPANY
AMENDMENT NO. 1 TO ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
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, 1999, as set forth in the pages attached hereto:
PART III
Item 10. Directors and Executive Officers of the Registrant
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 12, 2000
Dallas, Texas
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following seven (7) persons have been nominated for election as
directors at the Company's 2000 Annual Meeting of Stockholders. Each nominee is
presently a director of the Company.
<TABLE>
<CAPTION>
POSITION(S) WITH COMPANY, PRINCIPAL OCCUPATION
NAME AGE AND BUSINESS HISTORIES
---- --- ----------------------
<S> <C> <C>
G. Chris Andersen................ 61 Director since May 1983; Partner of Andersen, Weinroth & Co. LP since
January 1996; until August 1995, was Vice Chairman -- PaineWebber
Incorporated for more than five years prior thereto. Director G. P.
Strategies.
V. Dale Babbitt.................. 63 Director since December 1992; President (for more than the past five
years) and CEO of N.L. Terteling Family Interest, Inc. (dba) J.A.
Terteling & Sons Co., the Managing General Partner for investments
consisting of mining interests, oil & gas, real estate and securities;
Director and Secretary of Idaho Banking Company since 1999.
George M. Elvin.................. 57 Director since June 1994. Financial Consultant (for more than the past
five years) and since August 1992 is the owner and President of Windsor
IBC, Inc. a brokerage firm member of the NASD.
Daniel D. Jackson................ 71 Director since May 1983; Principal, Jackson Capital LLC since 1996;
Managing Director of Hambrecht & Quist, Inc., a San Francisco,
California based investment banking firm (1990-1996).
Oren G. Shaffer ................. 57 Director since June 1993. Since January 2000, President of VIRGOCAP Inc.
and Consultant to SBC Corp; previously (October 1994 to January 2000) was
Executive Vice-President and Chief Financial Officer of Ameritech
Corporation.
John S. Simko.................... 61 Director, Chairman and Chief Executive Officer since 1996; Director,
President and Chief Executive Officer of the Company since 1992;
previously (since 1984) served the Company as Senior Vice President and
General Counsel.
Robert B. Smith, Jr.............. 62 Director since June 1993. Mr. Smith has been a private investor since
1984 and Trustee of the Dalkon Shield Trust since 1989.
</TABLE>
Directors are elected annually to serve until the next annual meeting
of stockholders or until their respective successors are elected.
CERTAIN OTHER MATTERS
No family relationships exist between any director, executive officer
or person nominated to become a director or executive officer.
Mr. Andersen is a director of All Star Systems, Inc., Terex Corp. and
Headway Corporate Resources, Inc.; Mr. Jackson is an advisory director of CCC
Information Services Group, Inc. and a director of ABRA, Inc.; Mr. Shaffer is a
director of Taiwan Equity Fund, Inc. and Singapore Fund, Inc.; and Mr. Smith is
a director of Stratesec Corp. Each of these companies has a class of securities
registered pursuant to Section 12 of the Securities and Exchange Act of 1934.
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The following are the executive officers (the "Named Executive
Officers") of the Company:
<TABLE>
<CAPTION>
POSITION(S) WITH COMPANY, PRINCIPAL OCCUPATION
NAME AGE AND BUSINESS HISTORIES
---- --- ----------------------
<S> <C> <C>
John S. Simko 61 Director, Chairman and Chief Executive Officer since December, 1996;
Director, President and Chief Executive Officer of the Company since
December 1992; previously (since 1984) served the Company as Senior Vice
President and General Counsel.
William W. Davis 46 Executive Vice President and Chief Financial Officer since December,
1995, and Senior Vice President and Chief Financial Officer of the
Company since September 1992. Previously, from 1983, served in various
capacities as an employee of the Company.
Harry F. Cougher 57 Senior Vice President and Chief Operating Officer-Mining since January
1994. Previously, since 1984, served in various capacities as an
employee of the Company.
</TABLE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Company believes based on its review of Forms 3, 4 and 5, furnished
to the Company for the fiscal year ended December 31, 1999 and written
representations that no other reports were required for such fiscal year that
all Section 16(a) filing requirements applicable to its officers and directors
were complied with.
ITEM 11. EXECUTIVE COMPENSATION.
The following table sets forth the total compensation paid by the
Company, or accrued for the account of each of the "Named Executive Officers"
for calendar years 1999, 1998, and 1997. There were no other executive officers
whose salary and bonus for the year ended December 31, 1999, exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
ANNUAL COMPENSATION AWARDS PAYOUTS
- --------------------------------------------------------------------- ------------ -------
(A) (B) (C) (D) (G) (H) (I)
SECURITIES
UNDERLYING LTIP ALL OTHER
SALARY BONUS OPTIONS/SARs PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) (#) ($) ($)(1)
- --------------------------- ---- ------- ------ ------------ ------- ------------
<S> <C> <C> <C> <C> <C> <C>
John S. Simko, 1999 361,843 0 0 0 11,439
Chairman & Chief Executive 1998 360,031 55,000 0 0 10,798
Officer 1997 360,031 43,100 0 0 12,894
William W. Davis, 1999 242,548 50,000 0 0 11,439
Exec. Vice Pres. & Chief 1998 242,547 26,400 0 0 10,798
Financial Officer 1997 221,888 24,000 0 0 12,894
Harry F. Cougher 1999 145,026 0 0 0 10,369
Sr. Vice Pres. & 1998 145,025 10,200 0 0 10,476
Chief Operating Officer-Mining 1997 132,598 13,400 0 0 11,811
</TABLE>
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- ----------------
(1) Includes income received pursuant to the Company's Employees Savings and
Security Plan (the "Savings Plan") in which all employees of the Company, other
than those covered by collective bargaining agreement, may participate, and the
Sunshine Defined Contribution Plan (the "DC Plan"). Payments to Mr. Simko under
the Savings Plan were $4,800, $4,800, and $4,750 in 1999, 1998, and 1997,
respectively; and under the DC Plan were $6,639, $5,998 and $8,144 in 1999,
1998, and 1997, respectively. Payments to Mr. Davis under the Savings Plan were
$4,800, $4,800, and $4,750 in 1999, 1998, and 1997, respectively; and under the
DC Plan were $6,639, $5,998 and $8,144 in 1999, 1998, and 1997, respectively.
Payments to Mr. Cougher under the Savings Plan were $4,351, $4,657 and $4,380
for 1999, 1998, and 1997, respectively; and under the DC Plan were $6,018,
$5,819 and $7,431 for 1999, 1998, and 1997, respectively. The Savings Plan is an
individual account plan which provides for deferred compensation as described in
Section 401(k) of the Internal Revenue Code and is subject to and complies with
all of the principal protective provisions of Titles I and II of the Employee
Retirement Income Security Act of 1974 ("ERISA"). The DC Plan replaced the
Company's Defined Benefit Pension Plan as of January 1, 1994, and is subject to
and complies with ERISA.
OPTIONS GRANTS IN LAST FISCAL YEAR
No stock options were granted to the Named Executive Officers in the
year ended December 31, 1999.
AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES
The following table provides information on option exercises in fiscal
1999 by the Named Executive Officers and the value of such officers'
unexercised options at December 31, 1999.
<TABLE>
<CAPTION>
(A) (B) (C) (D) (E)
- -----------------------------------------------------------------------------------------------------------------
SHARES VALUE NUMBER OF SECURITIES VALUE OF UNEXERCISED
ACQUIRED ON REALIZED UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS/SARs
EXERCISE (#) ($) OPTIONS/SARs AT FY-END (#) AT FY-END ($)
------------ -------- ------------------------------ --------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
John S. Simko, CEO 0 0 108,125 0 0 0
William W. Davis 0 0 75,000 0 0 0
Harry F. Cougher 0 0 37,500 0 0 0
</TABLE>
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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. Benefits under the
Pension Plan ceased to accrue after December 31, 1993.
Annual benefits at age 65 for Messrs. Simko, Davis and Cougher under
the Pension Plan are frozen at $36,186, $33,500 and $15,901, respectively. The
years of credited service at December 31, 1993, for Mr. Simko, Mr. Davis and Mr.
Cougher were nine, ten and nine years, respectively. Employees who are age 55
and who have fifteen or more 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.
COMPENSATION OF DIRECTORS
Directors who are not employees receive an annual retainer of $25,000
and $1,250 per day for each board and committee meeting attended. Directors who
so elect are covered by the Sunshine Mining Health Insurance Plan. During 1999,
directors received compensation as follows in cash and/or health benefits:
Messrs. Andersen $28,750, Babbitt $35,307, Elvin $28,750, Jackson $31,634,
Shaffer $28,750 and Smith $35,307.
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EMPLOYMENT CONTRACTS
Effective January 1, 1994, each of Messrs. Simko, Davis and Cougher
entered into written employment agreements (the "Employment Agreements") with
the Company for a term of three years. In December 1995, the Employment
Agreements for Messrs. Simko, Davis and Cougher were amended to extend the term
to December 31, 1999 and again in September 1998 to extend the term to December
31, 2002.
In the event of the disability or death, the Employment Agreements
provide for the continued payment of the base compensation for the remaining
term, subject to reduction for disability payments separately provided by the
Company. The employees 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 participate in any employee benefit, welfare,
deferred compensation, 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 he shall have less than 15 years of
service with the Company.
If within three years of a "change of control" of the Company,
employment of Messrs. Simko, Davis or Cougher is voluntarily or involuntarily
terminated, he is entitled to receive in a single payment an amount equal to two
times his base salary. In addition, he would continue to be paid the full amount
of compensation to which he would otherwise be entitled for the remaining term
of his employment agreement. All benefits under any employee benefit plan would
immediately vest and continue for the balance of the term of his agreement.
The total amount of compensation (not including compensation for the
remainder of the term of the agreements) based on current base salaries which
would be required to be paid to each individual if his employment was terminated
upon a "change of control" of the Company would be $700,000, $480,000 and
$280,000 to Messrs. Simko, Davis and Cougher, respectively. Payments required
upon a "change of control" of the Company may be considered to have certain
anti-takeover effects in that they would make an acquisition of the Company more
costly.
Pursuant to the Employment Agreements, the Company will indemnify each
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 Agreements will be resolved through
arbitration, and all resulting legal and accounting fees and other expenses will
be paid by the Company.
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 Company's Common Stock:
<TABLE>
<CAPTION>
(1) (2) (3) (4)
TITLE OF NAME AND ADDRESS OF AMOUNT AND NATURE PERCENT
CLASS BENEFICIAL OWNER OF BENEFICIAL OWNER OF CLASS
----- ---------------- ------------------- --------
<S> <C> <C> <C>
Common Stock Elliott Associates, L.P. 2,409,851(1) 5.9%
712 5th Ave., 36th Fl.
New York, New York 10019
Westgate International, L.P. 961,355(1) 2.4%
c/o Midland Bank Trust Corporation
(Cayman) Limited
P.O. Box 1109, Mary Street
Grand Cayman
Cayman Islands, British West Indies
---------
3,371,186(1) 8.3%
</TABLE>
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(1) Paul E. Singer and Braxton Associates, L.P., a New Jersey limited
partnership, which is controlled by Singer, are the general partners of Elliott
Associates, L.P. Hambledon, Inc., a Cayman Islands corporation, is the sole
general partner of Westgate International, L.P. Martley International, Inc., a
Delaware corporation, is the investment manager for Westgate. The reporting
persons constitute a "group" as defined in Rule 13d-5(b)(1) with respect to
their beneficial ownership of the Common Stock. Elliott beneficially owns
$11,395,000 principal amount of 8% debentures (which convert into 1,424,375
shares of Common Stock), and 985,476 shares of Common Stock totaling 2,409,851
shares of Common Stock. Westgate and Martley beneficially own warrants to
purchase 86,335 shares of Common Stock and $7,000,000 principal amount of 8%
Debentures (which convert into 875,000 shares of Common Stock), totaling 961,335
shares of Common Stock. Elliott has the power to vote or direct the vote of, and
to dispose of or direct the disposition of, the Common Stock owned by it.
The following table presents certain information regarding the number
of shares of Common Stock beneficially owned by each director, nominee, Named
Executive Officer, and by all directors and officers as a group as of the Record
Date. 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 28,116 (1) --(3)
V. Dale Babbitt Common Stock 21,975(1) --(3)
Harry F. Cougher Common Stock 38,629(1) --(3)
William W. Davis Common Stock 91,715(1) --(3)
George M. Elvin Common Stock 22,600(1)(2) --(3)
Daniel D. Jackson Common Stock 27,125(1) --(3)
Oren G. Shaffer Common Stock 20,843(1) --(3)
John S. Simko Common Stock 115,777(1) --(3)
Robert B. Smith. Jr. Common Stock 23,750(1) --(3)
All officers and directors as a group Common Stock 390,530(4) 1%
</TABLE>
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(1) Includes the following shares subject to purchase pursuant to stock options
exercisable within sixty days: Mr. Andersen, 19,375 shares; Mr. Babbitt,
20,000 shares; Mr. Cougher, 37,500 shares; Mr. Davis, 75,000 shares; Mr.
Elvin 18,125 shares; Mr. Jackson, 25,625 shares; Mr. Shaffer, 19,375
shares; Mr. Simko, 108,125 shares; and Mr. Smith, 19,375 shares.
(2) Includes 2,225 shares owned by Mr. Elvin's wife.
(3) Less than 1%.
(4) Includes 342,500 shares subject to purchase pursuant to stock options
exercisable within 60 days.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None
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