SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): October 15, 1997
COEUR D'ALENE MINES CORPORATION
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(Exact name of registrant as specified on its charter)
IDAHO 1-8641 82-0109423
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(State or other jurisdiction of Commission (I.R.S. Employer
incorporation or organization) File Number: Ident.No.)
400 Coeur d'Alene Mines Bldg.
505 Front Avenue
P. O. Box I, Coeur d'Alene, Idaho 83814
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(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code: (208) 667-3511
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Not Applicable
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
On October 15, 1997, Coeur d'Alene Mines Corporation (the "Company")
consummated the sale of $143,750,000 principal amount of its 7 1/4%
Convertible Subordinated Debentures due 2005 (the "Debentures") to Lazard
Freres & Co. LLC (the "Purchaser") pursuant to the terms of a Purchase
Agreement, dated as of October 7, 1997, between the Company and the Purchaser
(the "Purchase Agreement"). That amount includes $18,750,000 principal amount
of the Debentures sold by the Company upon the Purchaser's exercise of an
over-allotment option.
The offering of Debentures was not registered under the Securities Act of
1933 (the "Act") and the Debentures were sold only to "qualified institutional
buyers" in reliance upon Rule 144A under the Act and in offshore transactions
in accordance with Regulation S under the Act and may not be offered or sold
in the United States absent registration under, or the availability of an
exception from the registration requirements of, the Act.
The Debentures are convertible into shares of common stock, par value
$1.00 per share, of the Company (the "Common Stock") on or before October 31,
2005, unless previously redeemed, at a conversion price of $17.45 per share,
subject to adjustment in certain events. The Debentures are redeemable, in
whole or in part, at any time on and after October 31, 2000 at the redemption
prices set forth in the Indenture, dated as of October 15, 1997, (the
"Indenture") between the Company and Bankers Trust Company, as trustee (the
"Trustee"), plus accrued interest. The Debentures are required to be
repurchased at the option of the holder if a "Designated Event" (as defined in
the Indenture) occurs at 100% of their principal amount plus accrued interest.
The Debentures are unsecured and subordinate in right of payment to all Senior
Debt (as defined in the Indenture) and are also effectively subordinated to
liabilities of the Company's subsidiaries.
Pursuant to a Registration Rights Agreement, dated as of October 15,
1997, between the Company and the Purchaser, the Company is obligated to file
with the Securities and Exchange Commission, and to use its best efforts to
cause to become effective, a shelf registration statement covering resales of
the Debentures and the shares of Common Stock issuable upon conversion thereof
and to maintain the effectiveness of such registration statement until October
31, 1999, subject to adjustment in certain circumstances.
The Company plans to use approximately $42.9 million of the estimated
$138,942,500 net proceeds of the sale of Debentures to repay bank indebtedness
and to use the balance of the net proceeds for other corporate purposes,
including the possible acquisition of or investment in additional silver and
gold mining properties or businesses.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits The following exhibits are filed
herewith:
Exhibit
Number Description
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4 Indenture, dated as of October 15,
1997, between the Registrant and
Bankers Trust Company, as Trustee,
relating to the Registrant's 7 1/4%
Convertible Subordinated Debentures
due 2005
10(a) Purchase Agreement, dated as of
October 7, 1997, between the
Registrant and Lazard Freres & Co.
LLC
10(b) Registration Rights Agreement,
dated as of October 15, 1997,
between the Registrant and Lazard
Freres & Co. LLC
99(a) Press Release of the Registrant,
dated October 8, 1997
99(b) Press Release of the Registrant,
dated October 15, 1997
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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 thereunto duly authorized.
COEUR D'ALENE MINES CORPORATION
(Registrant)
Dated: October 15, 1997
By:/s/JAMES A. SABALA
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James A. Sabala
Senior Vice President and
Chief Financial Officer
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