SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10-K/A No. 1
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Amendment No. 1 to Annual Report on Form 10-K
for the year ended December 31, 2000
COEUR D'ALENE MINES CORPORATION
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(Exact name of Registrant as specified in its charter)
Idaho 1-8641 82-0109423
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
505 Front Avenue, P.O. Box "I"
Coeur d'Alene, Idaho 83814
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (208) 667-3511
The undersigned registrant hereby includes the following portions of its
Annual Report on Form 10-K for the year ended December 31, 2000, 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, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
COEUR D'ALENE MINES CORPORATION
Date: April 30, 2001 By: /s/ Dennis E. Wheeler
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Dennis E. Wheeler,
Chairman, President and
Chief Executive Officer
COEUR D'ALENE MINES CORPORATION
AMENDMENT NO. 1 TO ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2000
Because definitive proxy soliciting material relating to the 2001 Annual
Meeting of Shareholders of Coeur d'Alene Mines Corporation (the "Company")
will not be filed by April 30, 2001, the information called for by Part III of
the Company's Annual Report on Form 10-K for the year ended December 31, 2000
is included in this Amendment No. 1 to such Form 10-K.
PART III
Item 10. Directors and Executive Officers of the Registrant.
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Directors of the Company
Director
Age Since
Dennis E. Wheeler 58 1978
Chairman of the Board of Coeur d'Alene Mines
Corporation since May 1992; President since
December 1980; Chief Executive Officer since
December 1986; Chief Administrative Officer from
December 1980 to December 1986; Secretary from
January 1980 to December 1980; Senior Vice
President and General Counsel from 1978 to 1980.
Member of the Board of Directors of Sierra Pacific
Resources (a public utility holding company).
Joseph C. Bennett 68 1981
Private investor and managing partner of family
investment and mineral royalty partnership.
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James J. Curran 61 1989
Chairman of the Board and Chief Executive Officer,
First Interstate Bank, Northwest Region (Alaska,
Idaho, Montana, Oregon and Washington) from
October 1991 to April 30, 1996; Chairman of the
Board and Chief Executive Officer, First
Interstate Bank of Oregon, N.A. from February 1991
to October 1991; Chairman and Chief Executive
Officer of First Interstate Bank of Denver, N.A.,
from March 1990 to January 1991; Chairman,
President and Chief Executive Officer of First
Interstate Bank of Idaho, N.A., from July 1984 to
March 1990.
James A. McClure 76 1991
Of Counsel Givens & Pursley; Consultant to the
Washington, D.C. consulting firm of McClure,
Gerard & Neuenschwander, Inc.; United States
Senator from Idaho from 1972 to 1990; former
Chairman of the Senate Energy and Natural
Resources Committee.
Cecil D. Andrus 69 1995
Governor of Idaho (1971-1977); Secretary of the
Department of the Interior (1977-1981); Governor
of Idaho (1987-1995). Director of Albertson's Inc.
(a nation-wide grocery retail chain), Key Corp.
(commercial banking) and RENTRAK (a video cassette
leasing company). Chairman of the Andrus Center
for Public Policy at Boise State University; "of
counsel" member of the Gallatin Group (a policy
consulting firm).
John H. Robinson 50 1998
Executive Director, Amey PLC (a business support
service) 2000 to present; Vice Chairman of Black &
Veatch, an international engineering and
construction firm, from January 1999 to March
2000; (Chief Development Officer of that company
from 1997-1998) and Managing Partner from
1996-1999; Chairman of Black and Veatch U.K., Ltd
and President of Black & Veatch International from
1994 to March 2000. Member of the Board of
Directors of Alliance Resource Partners LP (coal
mining) and Protection One Inc. (security alarm
monitoring services).
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Robert E. Mellor 57 1998
Chief Executive Officer and President of Building
Materials Holding Corporation (distribution,
manufacturing and sales of building materials and
component products) 1997 to present, director
since 1991; Of Counsel, Gibson, Dunn & Crutcher,
LLP, 1991-1997. Member of the Board of Directors
of The Ryland Group, Inc. (national residential
home builder).
Timothy R. Winterer 64 1998
President and Chief Operating Officer of Western
Oil Sands February 2000 to present. President and
Chief Executive Officer of BHP World Minerals
Corporation (international resources company) from
1997 to 1999; Group General Manager and Executive
Vice President, BHP World Minerals (1996-1997);
Senior Vice President and Group General Manager,
BHP World Minerals (1992-1996); Senior Vice
President Operations International Minerals, BHP
Minerals (1985-1992); Executive Vice President,
Utah Development Company (1981-1985).
Xavier Garcia de Quevedo Topete 54 2000
President and Chief Operating Officer of Asarco
Incorporated since November 19, 1999. General
Director of Grupo Ferroviario Mexicano, S.A. de
C.V. and of Ferrocarril Mexicano, S.A. de C.V.
from December 1997 to December 1999; General
Director of Development and Projects of Grupo
Mexico, S.A. de C.V. from 1994 to 1997 and an
alternate director of that company since 1998;
director of Asarco Incorporated since 1999; and
director of Southern Peru Copper Corporation since
December 1999.
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Daniel Tellechea Salido 55 2000
Managing Director for Administration and Finance
of Grupo Mexico S.A. DE C.V. 1994 - present;
Alternate Director Grupo Mexico 1998 - present;
Managing Director of Mexicana De Cobre, S.A. DE
C.V. 1986 - 1993; Director, Vice President and
Chief Financial Officer of Asarco Incorporated
1999 - Present; Director and Vice President of
Finance Southern Peru Copper Corporation 1999 -
present.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's officers and directors, and persons who own more than
10% of a registered class of the Company's equity securities, to file reports
of securities ownership and changes in such ownership with the Securities and
Exchange Commission. Statements of Changes of Beneficial Ownership of
Securities on Form 4 are required to be filed by the tenth day of the month
following the month during which the change in beneficial ownership of
securities ownership occurred. The Company believes that all reports of
securities ownership and changes in such ownership required to be filed during
2000 were timely filed.
Executive Officers of the Company
Information regarding the Company's executive officers is set forth under
Item 4A of the Form 10-K as filed on April 2, 2001.
Item 11. Executive Compensation.
The following Summary Compensation Table sets forth the annual salary,
annual bonus (including cash and stock) and long-term compensation (including
stock awards, options granted and long-term incentive cash payments) earned by
our Chief Executive Officer and the other four highest paid executive officers
employed at the end of the year for services rendered during each of the last
three years.
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Summary Compensation Table
Long-Term Compensation
-----------------------------------
Awards
Annual Compensation ------------------------- Payouts
----------------------------------- Shares -------
Other Annual Common Stock Underlying LTIP All Other
Salary Bonus Compensation Award(S) Options Payouts Compensation
Name and Principal Position Year ($) ($)(1) ($)(2) $(3) (#)(4) ($)(5) ($)(6)
- --------------------------- ---- ------ ------ ------------ ------------ ---------- ------- ----------------
Dennis E. Wheeler........... 2000 $465,167 $ * -- 3,429 * $ * $59,551
Chairman, President & 1999 426,399 394,281 -- 4,438 75,364 9,615 43,585
Chief Executive Officer 1998 407,638 204,645 -- -- 42,569 -- 48,004
Geoffrey A. Burns..... ..... 2000 199,606 * -- -- * * 19,512
Senior Vice-President -- 1999 141,100 106,144 -- -- 19,656 -- 3,664
Chief Financial Officer 1998 -- -- -- -- -- -- --
Robert Martinez(7)..... ..... 2000 252,423 * 279 * * 27,179
Senior Vice-President -- 1999 249,124 181,200 -- 363 25,500 784 21,214
Chief Operating Officer 1998 208,243 81,555 -- -- 16,735 -- 19,472
Robert T. Richins.......... 2000 186,318 * -- * * 16,912
Vice President -- 1999 171,216 100,206 -- -- 7,686 -- 13,757
Environmental & 1998 143,179 40,996 -- -- 3,739 -- 13,123
Governmental Affairs
James K. Duff............... 2000 178,625 * -- 209 * * 17,817
Vice President -- 1999 157,578 84,375 -- -- 7,221 -- 13,972
Business Development 1998 138,921 32,715 -- -- 3,268 -- 14,337
<FN>
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* Amounts, which are expected to be determined by the Compensation
Committee of the Board of Directors in May 2001, will be reported in
an amendment to the Form 10-K.
(1) Annual incentive payments under the AIP are based on target award
levels established by the Compensation Committee at the beginning of
each annual performance period and vary depending upon each
participant's responsibilities and base salary. Awards under the AIP
are paid after the annual performance period and vary from 0% to
200% of the targets based on actual performance. During each of the
above years, 75% of the award value was based on the Company's
overall financial performance and 25% was based on the participant's
individual performance. Financial objectives underlying the
measurement of the Company's performance include both total asset
growth and cash flow return on total assets. The amounts reported
above for 1998 and 1999 were paid in March 1999 and March 2000,
respectively.
(2) Does not report perquisites amounting to less than the lesser of
$50,000 or 10% of total salary and bonus.
(3) Shares of common stock awarded under the LTPSP are issued upon
completion of a four-year performance period after the date of
grant. Prior to 1993, the executive compensation program provided
for annual awards of restricted stock that vested over a four-year
period. Commencing in 1993, awards are paid in shares of common
stock and cash in amounts that are not determinable until completion
of a four-year award cycle. The aggregate number and market value
(based on the $.9375 per share closing price of the shares on the
New York Stock Exchange on December 31, 2000) of the restricted
shares of common stock granted pursuant to the LTPSP prior to 1993
and held by the above executive officers at December 31, 2000 were
as follows: Dennis E. Wheeler - 27,774 shares ($26,038.13) and
Robert Martinez - 4,173 shares ($3,912.19).
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(4) Reports the number of shares underlying nonqualified options and
incentive stock options granted under the LTIP with respect to each
of the respective years. The options granted with respect to 1998
and 1999 performance were granted in March 1999 and March 2000,
respectively.
(5) Reports cash payouts (not awards) under the LTIP. Payments are made
under the LTIP after the end of the four-year performance period
after award. The above reported payments relate to awards made in
1997 and are based on the performance period ending December 31,
2000. See note 2 to the Long-Term Incentive Plan Awards Table below
for additional information regarding the LTIP.
(6) Includes contributions to the Defined Contribution and 401(k)
Retirement Plan (the "Retirement Plan") and amounts credited to our
Supplemental Retirement Plan. All full-time employees participate in
the Retirement Plan. The amount of our annual contribution is
determined annually by the Board of Directors and may not exceed 15%
of the participants' aggregate compensation; however for the years
1998, 1999 and 2000, the contribution was 5%. In addition, the
Retirement Plan provides for an Employee Savings Plan which allows
each employee to contribute up to 16% of compensation, subject to a
maximum contribution of $10,500. We contribute an amount equal to
50% of the first 6% of any such contributed amount. Accrued benefits
under the Retirement Plan are fully vested after five years of
employment. Retirement benefits under the Retirement Plan are based
on a participant's investment fund account upon retirement, the
participant's age and the form of benefit payment elected by the
participant. We maintain the Supplemental Retirement Plan for our
executive officers. Under the Supplemental Retirement Plan, an
amount is accrued that equals the portion of the contribution to the
Retirement Plan that is restricted due to restrictions under ERISA.
In 2000, Messrs. Wheeler, Martinez, Richins, Duff and Burns were
credited with company contributions of $13,600, $13,600, $8,770,
$13,600, and $13,600, respectively, under the Retirement Plan. In
2000, Messrs. Wheeler, Martinez, Richins, Duff and Burns credited
with $34,474, $12,929, $5,558, $4,135, and $6,312, respectively,
pursuant to the Supplemental Retirement Plan. The amounts of all
other compensation reported in the above table also include
"above-market" interest earnings on deferred compensation that is
accrued under the Company's Supplemental Retirement Plan.
"Above-market" interest earnings on deferred compensation is the
excess of such interest over 120% of the applicable federal
long-term rate, with compounding, as prescribed under the Internal
Revenue Code. In 2000, the amounts of above-market interest earnings
accrued for the benefit of Messrs. Wheeler, Martinez, Richins and
Duff, amounted to $11,477, $650, $155 and $81, respectively.
(7) Prior to his appointment as Senior Vice President -- Chief Operating
Officer on May 15, 1998, Mr. Martinez had served as Vice President
-- Operations from April 1 1997 to May 15, 1998.
</FN>
-7-
The Compensation Committee of the Company's Board of Directors plans to
make its determinations in May 2001 relating to the granting of options under
the LTIP to executive officers and employees for services rendered in 2000.
Information relating to those options will be reported in an amendment to the
Form 10-K.
The following aggregate Option Exercises and Year-End Option Value Table
sets forth, for each of the named executive officers, information regarding
the number and value of unexercised options at December 31, 2000. No options
were exercised during 2000 by such persons.
Aggregate Option Exercises And Fiscal Year-End Option Value Table
Number of Shares
Underlying Unexercised Value of Unexercised
Options at FY-End IN-THE-MONEY
Shares Acquired (#) Options at FY-End ($)(1))
on Exercise Value Exercisable/ Exercisable/
Name (#) Realized ($) Unexercisable Unexercisable
- ---- --------------- ------------ -------------------- -----------------------------
Dennis E. Wheeler........... -- -- 228,110/150,297 $0
Robert Martinez............. -- -- 27,016/44,413 0
Geoffrey A. Burns........... -- -- 0/19,656 0
Robert T. Richins........... -- -- 1,813/11,367 0
James K. Duff............... -- -- 7,533/12,368 0
<FN>
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(1) Market value of underlying securities at exercise or year-end, minus the
exercise price.
The Compensation Committee of the Board of Directors will make its
determinations in May 2001 relating to the granting under the LTPSP of
long-term incentive plan awards to executive officers and employees for
services rendered in 2000. Information relating to those awards will be
reported in an amendment to the Form 10-K.
</FN>
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth information, as of March 30, 2001,
concerning the beneficial ownership of our common stock by shareholders known
by us to be the beneficial owner of more than 5% of our outstanding shares of
common stock, by each of the nominees for election as directors, and by all of
our directors/nominees and executive officers as a group:
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Common Stock
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Shares
Beneficially Percent of
Owned Outstanding
Asarco Incorporated(1)...................................................... 7,175,000 18.47%
Dennis E. Wheeler............................................................. 310,947(2)(3) .80%
Joseph C. Bennett............................................................. 11,177(2)(3) *
James J. Curran............................................................... 56,520(2)(3) .15%
James A. McClure.............................................................. 6,818 (3) *
Cecil D. Andrus............................................................... 6,571 (3) *
John H. Robinson 4,666 (3) *
Robert E. Mellor.............................................................. 3,717 (4) *
Timothy R. Winterer........................................................... 8,234 (3) *
Daniel Tellechea Salido....................................................... 2,512 (4) *
Xavier Garcia de Quevedo Topete............................................... 2,512 (4) *
All executive officers and nominees for director as a group
(20 persons)................................................................ 493,409 (3) 1.27%
<FN>
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(*) Holding constitutes less than .10% of the outstanding shares.
(1) Asarco Incorporated is primarily engaged in the mining and production of
copper and is a wholly-owned subsidiary of Grupo Mexico, S.A. de C.V., a
copper and precious metals mining company headquartered in Mexico. The address
of Asarco Incorporated is 1150 N. 7th Avenue, Tucson, AZ 85703-0747.
(2) Individual shares investment and voting powers over certain of his shares
with his wife. The other directors have sole investment and voting power over
their shares.
(3) Holding includes the following shares which may be acquired upon the
exercise of exercisable options outstanding under our Long-Term Incentive Plan
or Non-Employee Directors' Stock Option Plan: Dennis E. Wheeler - 254,209
shares; Joseph C. Bennett - 8,177 shares; James J. Curran - 56,420 shares;
James A. McClure - 6,468 shares; Cecil D. Andrus - 6,471 shares; John H.
Robinson - 4,566 shares; Robert E. Mellor - 3,617 shares; Timothy R. Winterer
- - 7,234 shares; Daniel T. Salido - 2,512 shares; Xavier G. de Q. Topete -
2,512 shares; and all executive officers and directors as a group - 426,423
shares.
(4) Daniel T. Salido and Xavier G. de Q. Topete are designees of Grupo Mexico,
S.A. de C.V., a Mexican copper mining company that is the parent of Asarco
Incorporated.
</FN>
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Item 13. Certain Relationships and Related Transactions.
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Not applicable.