SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported) March 6, 2002
Sunshine Refining and Mining Company
(Exact name of registrant as specified in its charter)
Delaware 1-10012 75-2231378
(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
5956 Sherry Lane, Suite 1621, Dallas, Texas 75225
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 214-265-1377
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 7 and 8, 2002, Elliott International, L.P., The Liverpool
Limited Partnership, Stonehill Institutional Partners, L.P. and Stonehill
Offshore Partners Limited (together the "Holders") each have exercised their
Call Options under the Call Option Agreement entered into as of February 5, 2001
in connection with the Company's emergence from bankruptcy. Pursuant to the Call
Options, the Holders purchased 100% of Sunshine Argentina, Inc. (which owns the
Pirquitas silver mine in Argentina subject to a mortgage under the secured
credit facility) by tendering shares of the Company's Common Stock having a
value of $1,000,000 based on the last quoted bid price on the day preceding the
date of the purchase. The Pirquitas Mine was one of the Company's principal
assets.
A copy of the Company's press release announcing this transaction, the
Company's default under its secured credit facility and the resignation of four
of its five directors is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
During 2001, affiliates of the Holders (the "Lenders") entered into a
secured credit facility with Sunshine Argentina, Inc. that has been the
Company's only source of working capital, other than asset disposals, for more
than the last 12 months. As of October 3, 2001, the Company had borrowed the
full $6.5 million commitment under the secured credit facility. Subsequently,
the Lenders agreed to advance approximately $900 thousand of an optional $1.5
million credit facility amount. The Company is in default under the secured
credit facility. The future activity of the Company and its remaining
subsidiaries likely will be limited to preservation and realization of any
remaining assets. No proceeds will be available to the Company or its
subsidiaries outside of the Lenders' discretion until they have been paid in
full.
The Company does not have the resources to prepare its financial
statements and make filings with the Securities and Exchange Commission and,
therefore, will not make such filings unless its financial circumstances
improve, which the Company believes is unlikely.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
John S. Simko, George M. Elvin, Charles C. Reardon and Arnold
Kastenbaum resigned as directors effective March 6, 2002. Mr. Simko also
resigned as president and has been succeeded in that role by the Company's sole
remaining director, Keith McCandlish.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
EXHIBIT
DESIGNATION DESCRIPTION OF EXHIBIT
99.1 Press Release issued by the Company on March 8, 2002.
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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 hereunto duly authorized.
Dated March 8, 2002.
SUNSHINE MINING AND REFINING COMPANY
By: /s/ M. Michael Owens
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M. Michael Owens,
Vice President of Finance
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EXHIBIT INDEX
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<Caption>
EXHIBIT
NUMBER DESCRIPTION
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99.1 Press Release issued by the Company on March 8, 2002.
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