SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10-K/A No. 2
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Amendment No. 2 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 portion 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 11. Executive Compensation
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: May 16, 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. 2 TO ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2000
The purpose of this Amendment No. 2 to the Annual Report on Form 10-K of
Coeur d'Alene Mines Corporation (the "Company") is to disclose in the Summary
Compensation Table under Item 11 the annual incentive payments recently awarded
under the Company's Annual Incentive Plan for the year ended December 31, 2000,
which amounts had not been determined at the time of the filing of Amendment No.
1 of the Form 10-K on April 30, 2001.
PART III
Item 11. Executive Compensation.
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The following Summary Compensation Table sets forth the annual salary,
annual bonus 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 Options Payouts Compensation
Name and Principal Position Year ($) ($)(1) ($)(2) (#shs)((3) (#shs)(4) ($)(5) ($)(6)
- --------------------------- ---- ------ ------ ------------ ------------ ---------- ------- ------------
Dennis E. Wheeler........... 2000 $465,167 $100,625 -- 3,429 * $2,143 $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 28,583 -- -- * -- 19,512
Senior Vice-President -- 1999 141,100 106,144 -- -- 19,656 -- 3,664
Chief Financial Officer 1998 -- -- -- -- -- -- --
Robert Martinez(7).......... 2000 252,423 35,844 279 * 174 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 21,035 -- * -- 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 15,938 -- 209 * 130 17,817
Vice President -- 1999 157,578 84,375 -- -- 7,221 -- 13,972
Business Development 1998 138,921 32,715 -- -- 3,268 -- 14,337
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* Amounts are expected to be determined by the Compensation Committee of the
Board of Directors later in 2001.
(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. The amounts reported above for 2000 were paid in May 2001.
(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
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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).
(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 or the stock portion of the payouts) under
the LTIP. Payments are made under the LTIP after the end of the four-year
performance period after award. The above reported payments, which also are
included in the above-reported salary amounts, 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 $81, respectively.
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(7) Prior to his appointment as Senior Vice President -- Chief Operating
Officer on May 15, 1998, Mr. Martinez had served as Vice President --
Operations from April 1 1997 to May 15, 1998.
The Compensation Committee of the Company's Board of Directors is expected
to make its determinations later in 2001 relating to the granting of options
under the LTIP to executive officers and employees for services rendered in
2000.
The following aggregate Option Exercises and Year-End Option Value Table
sets forth, for each of the named executive officers, information regarding the
number and value of unexercised options at December 31, 2000. No options were
exercised during 2000 by such persons.
Aggregate Option Exercises And Fiscal Year-End Option Value Table
Number of Shares
Underlying Unexercised Value of Unexercised
Options at FY-End IN-THE-MONEY
Shares Acquired (#) Options at FY-End ($)(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
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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 is expected to make
its determinations later in 2001 relating to the granting under the LTPSP of
long-term incentive plan awards to executive officers and employees for services
rendered in 2000.
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