10-K/A 1 a10ka.txt FORM 10-K/A NO. 1 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 ---------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) Idaho 1-8641 82-0109423 ---------------------- ------------------- --------------------- (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 -------------------------------- ----------------- (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 --------------------------------------- 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. -------------------------------------------------- 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. -2- 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). -3- 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. -4- 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. -5- 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 ------------ * 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). -6- (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 $81, respectively. (7) Prior to his appointment as Senior Vice President -- Chief Operating Officer on May 15, 1998, Mr. Martinez had served as Vice President -- Operations from April 1 1997 to May 15, 1998.
-7- The Compensation Committee of the Company's Board of Directors plans to make its determinations in May 2001 relating to the granting of options under the LTIP to executive officers and employees for services rendered in 2000. Information relating to those options will be reported in an amendment to the Form 10-K. The following aggregate Option Exercises and Year-End Option Value Table sets forth, for each of the named executive officers, information regarding the number and value of unexercised options at December 31, 2000. No options were exercised during 2000 by such persons. Aggregate Option Exercises And Fiscal Year-End Option Value Table
Number of Shares Underlying Unexercised Value of Unexercised Options at FY-End IN-THE-MONEY Shares Acquired (#) Options at FY-End ($)(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 --------------------- (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.
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: -8-
Common Stock -------------------------------------- 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% --------------- (*) 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.
-9- Item 13. Certain Relationships and Related Transactions. ----------------------------------------------- Not applicable.