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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): December 21, 1995
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)
400 Coeur d'Alene Mines Bldg.
505 Front Avenue
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
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Not Applicable
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On January 24, 1996, Coeur d'Alene Mines Corporation ("Coeur") announced
that it acquired from Homestake Mining Company ("Homestake") the shares of and
options to acquire shares of Orion Resources NL, an Australian gold mining
company ("Orion"), held by Homestake. As a result of that purchase, Coeur
presently holds approximately 13.1% of Orion's outstanding shares and, upon
exercise of such options, would own approximately 19.2% of Orion's outstanding
shares. Coeur acquired from Homestake, for a total consideration of
approximately $US10.7 million, 5.5 million Orion shares and options to purchase
an additional 5.0 million shares of Orion. Coeur utilized its own cash
resources to fund the acquisition. Earlier in January 1995 and during the last
quarter of 1994, Coeur had acquired a total of 3.33 million shares of Orion
primarily in transactions on the ASX for a total cost of approximately US$3.8
million.
Orion is the operator of and has a 45% interest in the Yilgarn Star Gold
Mine. Coeur will be required to obtain the approval of Australia's Foreign
Investment Review Board prior to exercising options that would result in
Coeur's owning more than 15% of Orion's outstanding shares. Orion's shares are
listed on the Australian Stock Exchange. It is headquartered in Mt. Pleasant
Western Australia and, in addition to owning its 45% operating interest in the
Yilgarn Star Mine, also has a 49% non-operating interest in the Salsigne Mine
in France as well as exploration interests in Australia and New Zealand.
Item 5. Other Events.
General
On December 21, 1995, Coeur d'Alene Mines Corporation ("Coeur" or "the
Company") announced that it (i) had entered into an agreement with the
principal shareholder of Gasgoyne Gold Mines NL, an Australian Gold Mine
Company ("Gasgoyne") pursuant to which Coeur acquired an option (the "Option")
to acquire a portion of the Gasgoyne ordinary shares owned by such shareholder
(constituting 19.9% of Gasgoyne's outstanding shares), and (ii) intended to
extend an offer (the "Offer") to Gasgoyne shareholders to acquire all of the
outstanding shares of Gasgoyne. In late January, 1996, Coeur made the filings
required under the Australian securities laws with the Australian Securities
Commission ("ASC") and the Australian Securities Exchange ("ASX"), upon which
Gasgoyne's shares are listed. Coeur plans to deliver the Offer to Gasgoyne
shareholders in mid-February 1996.
The Option and Offer, as well as the purchase of Orion shares reported
under Item 2 above, represent Coeur's entry into the Australian gold sector and
are intended to position Coeur for
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further expansion in the Australasian Pacific Rim region. Additional
information regarding the Option and Offer is set forth below.
The Option
Coeur entered into the above-referred option agreement with Ioma Pty Ltd.
("Ioma"), which is the principal shareholder of Gasgoyne and is a private
investment company controlled by Mr. Phil Crabb, Chief Executive Officer of
Gasgoyne, Mr. Rick Crabb, a director of Gasgoyne, and other members of the
Crabb family. Pursuant to that agreement, a copy of which is filed as an
exhibit to this Form 8-K, Coeur has the Option to purchase from Ioma
approximately 10.6 million Gasgoyne shares, representing approximately 19.9% of
Gasgoyne's outstanding shares, on the basis of 7 Coeur shares of common stock
plus A$60 cash (or $US44.50 based on the currency exchange rate in effect on
January 30, 1996) in exchange for each 100 Gasgoyne shares. Exercise of the
Option would require Coeur to issue 742,791 Coeur shares and pay approximately
A$6.4 million (or approximately $US4.7 million based on the currency exchange
rate in effect on January 30, 1996) to Ioma.
The right of Coeur to exercise the Option is subject to (i) approval by
the Treasurer of Australia under the Foreign Acquisitions and Takeovers Act of
1975 of Coeur's proposed purchase of shares under the Option and (ii) Coeur's
conducting the Offer on terms no less favorable to Gasgoyne shareholders than
on the basis of 7 Coeur shares plus A$60 (or $US44.50 based on the currency
exchange rate in effect on January 30, 1996) for each 100 shares of Gasgoyne.
The Option automatically will terminate if Ioma accepts the Offer prior to
receipt by Ioma of Coeur's notice to exercise the Option (which notice cannot
be given until five business days after dispatch of the statutory
recommendation filing of the directors of Gasgoyne in relation to the Offer).
The Offer
On January 29, 1996, Coeur delivered the Offer and the related Part A
Statement (which are the disclosure documents required under Australian law) to
the ASC. Those documents were then registered by the ASC on January 30, 1996,
and on January 31, 1996, Coeur delivered them to the Board of Directors of
Gasgoyne and the ASX in accordance with Australian law. Copies of the Offer
and the Part A Statement are filed as exhibits to this Form 8-K. In accordance
with Australian law, Coeur plans to deliver the Offer and Part A Statement to
Gasgoyne shareholders on or about February 15, 1996. Gasgoyne shareholders
will then be able to accept the Offer during the following month, unless the
term of the Offer is extended by Coeur.
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The Offer is subject to Coeur's becoming entitled to at least 50.1% of
Gasgoyne's outstanding Shares. In addition, the Offer also is subject to (i)
there being no takeover offer by another party for Gasgoyne shares which
becomes or is declared unconditional before the end of the Offer, (ii) there
being no material adverse change in Gasgoyne's business, financial or trading
position or condition, (iii) the consent of the Treasurer of Australia under
the Foreign Acquisitions and Takeovers Act of 1975 to Coeur's acquisition of
Gasgoyne shares under the Offer and (iv) there being no prescribed occurrence
(as defined under the Australian law) occurring or being threatened with
respect to Gasgoyne.
Non-Australian shareholders of Gasgoyne accepting the Offer and Gasgoyne's
shareholders accepting the Offer that are entitled to less than 50 Coeur shares
will be entitled to receive only cash from Coeur in exchange for their Gasgoyne
shares by means of a nominee sale. Holders of Gasgoyne options granted prior
to December 21, 1995, may participate in the Offer by exercising their options.
The Coeur shares being offered in the Offer have not been registered under
the Securities Act of 1933 (the "Act") in reliance upon Regulation S thereunder
and, consequently, the shares may not be offered or sold by former Gasgoyne
shareholders to "U.S. persons" (as defined in Rule 902(o) of Regulation S under
the Act) unless the shares are registered thereunder or an exemption from such
registration requirement is available. Pursuant to Rule 903(c)(2) of
Regulation S, the Coeur shares issued to Gasgoyne shareholders may not be
offered or sold to any U.S. person prior to the expiration of a 40-day
restricted period commencing on the date of the closing of the Offer.
Coeur may borrow the funds required for the cash portion of the Offer from
Rothschild Australia Limited ("Rothschild") pursuant to a loan facility
providing for a maximum of US$50 million of borrowings at an annual interest
rate equal to LIBOR plus 1.5%.
Based on there being 53,891,993 Gasgoyne shares outstanding on January 25,
1996, and assuming the exercise of outstanding options to purchase an
additional 3,689,000 Gasgoyne shares, the maximum number of Coeur shares Coeur
could be required to issue in connection with the Offer, assuming that all
Gasgoyne shareholders (including Ioma) accept the Offer, would be 4,030,669
shares, which constitutes approximately 19.7% of Coeur's presently outstanding
shares. Furthermore, the maximum amount of cash that Coeur would be required
to pay to all Gasgoyne shareholders (including Ioma) in the Offer would be
approximately $A34.5 million (or approximately US$25.6 million based on the
currency exchange rate in effect on January 30, 1996). Coeur plans to apply to
list its shares on the Australian Stock Exchange in connection with the Offer.
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On January 17, 1996, Sons of Gwalia Limited ("Sons of Gwalia") and Burmine
Limited ("Burmine"), both of which are Australian mining companies, jointly
announced that they intend to merge and that Sons of Gwalia, as the survivor of
the merger, will make a takeover offer for Gasgoyne's outstanding shares on the
basis of offering one Sons of Gwalia share for every three Gasgoyne shares.
Gasgoyne is principally engaged in the exploration, development and
ownership of gold properties located in western Australia and Indonesia.
Headquartered in Perth, Australia, Gasgoyne's principal asset is its 50%
non-operating interest in the Yilgarn Star Gold Mine in Marvel Loch, located
approximately 70km east of Perth, which started production in 1991. Gasgoyne's
other major asset is its 45% interest in the Awak Mas Gold Project, located in
the Province of South Sulawesi of Indonesia.
Gasgoyne's partners in the Yilgarn Star Gold Mine are Orion (the operator)
with a 45% interest, and Gemini Mining Pty Ltd., a private Australian company
owned by the Crabb family with a 5% interest. The Yilgarn Star Gold Mine
operated as an open pit surface mine from 1991 until September 1995 and an
underground mine commenced operations on a limited basis there in October 1995.
Gasgoyne also has interests in exploration projects surrounding the Yilgarn
Star Mine.
Gasgoyne's joint venture partners in the Awak Mas Gold Project in
Indonesia are Lone Star Exploration NL, an Australian gold company which is the
project manager and holds a 45% interest in the project, and a private
Indonesian company that has a 10% interest.
The Part A Statement includes pro forma financial information (in Clause
4.4.3) and financial forecasts (in Clause 4.4.4) that assume the acquisition by
Coeur of 100% of Gasgoyne's outstanding shares. Australian law required the
inclusion of that information in the Part A Statement.
For additional information relating to Gasgoyne, reference is made to
Clauses 3.1, 3.2, 4.4.2 and 7.1 of the Part A Statement filed as an exhibit
hereto.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(a) Financial Statements of Businesses Acquired. The financial
statements of Orion, Coeur's acquisition of shares of which is reported under
Item 2 of this Form 8-K, required to be filed for the periods specified in Rule
3-05(b) of Regulation SX will be filed by an amendment to this Form 8-K filed
on or before April 8, 1996 (i.e., within 60 days after the February 8, 1996
date on which the Form 8-K is required to be filed).
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(b) Pro Forma Financial Information. The pro forma financial information
relating to the transaction reported under Item 2 of this Form 8-K that would
be required pursuant to Item 11 of Regulation S-X will be filed by an amendment
to this Form 8-K filed on or before April 8, 1996 (i.e., within 60 days after
the February 8, 1996 date on which the Form 8-K is required to be filed).
(c) Exhibits. The following exhibits are filed herewith:
10(a) Form of Offer, dated January 29, 1996, by Coeur d'Alene
Mines Corporation to Acquire all the Ordinary Shares in
Gasgoyne Gold Mines NL
10(b) Part A Statement by Coeur d'Alene Mines Corporation, dated
January 29, 1996
10(c) Call Option Agreement Over Shares, dated December 20, 1995,
between Coeur d'Alene Mines Corporation and Ioma Pty Ltd
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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: January 30, 1996 By: DENNIS E. WHEELER
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Dennis E. Wheeler
Chairman, President and
Chief Executive Officer
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