-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BuFm4Ou5vvmZ+V9YJVPxhGzX0V71oiwgroBtXasYxFAVVXzAnxxZ6PGbTsrPYmFt RmwgVY/RXXbpznFkzzmBkA== 0000897069-01-500220.txt : 20010524 0000897069-01-500220.hdr.sgml : 20010524 ACCESSION NUMBER: 0000897069-01-500220 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010523 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COEUR D ALENE MINES CORP CENTRAL INDEX KEY: 0000215466 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 820109423 STATE OF INCORPORATION: ID FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 001-08641 FILM NUMBER: 1646059 BUSINESS ADDRESS: STREET 1: 400 COEUR D ALENE MINES BLDG STREET 2: 505 FRONT AVE CITY: COEUR D ALENE STATE: ID ZIP: 83814 BUSINESS PHONE: 2086673511 MAIL ADDRESS: STREET 1: 400 COEUR D ALENE MINES BLDG STREET 2: 505 FRONT AVE CITY: COEUR D'ALENE STATE: ID ZIP: 83814 10-K/A 1 pdm54a.txt FORM 10-K AMENDMENT 2 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 - -------------------------------------------------------------------------------- (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 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 --------------------------------- 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. ---------------------- 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. 2 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
- ------------- * 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 3 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 $81, respectively. 4 (7) Prior to his appointment as Senior Vice President -- Chief Operating Officer on May 15, 1998, Mr. Martinez had served as Vice President -- Operations from April 1 1997 to May 15, 1998. The Compensation Committee of the Company's Board of Directors is expected to make its determinations later in 2001 relating to the granting of options under the LTIP to executive officers and employees for services rendered in 2000. The following aggregate Option Exercises and Year-End Option Value Table sets forth, for each of the named executive officers, information regarding the number and value of unexercised options at December 31, 2000. No options were exercised during 2000 by such persons. Aggregate Option Exercises And Fiscal Year-End Option Value Table
Number of Shares Underlying Unexercised Value of Unexercised Options at FY-End IN-THE-MONEY Shares Acquired (#) Options at FY-End ($)(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
- --------------- (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. #578846 5 -----END PRIVACY-ENHANCED MESSAGE-----