-----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, W1JebgZQ1Uek5p+1b0h+0243DmU7qrCR/qIf724Ztj7qcIogdhD0stbHGhB92qEc 6HoBOSwOlhS0bnRy99e1vQ== 0000897069-02-000328.txt : 20020430 0000897069-02-000328.hdr.sgml : 20020430 ACCESSION NUMBER: 0000897069-02-000328 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020430 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: 1934 Act SEC FILE NUMBER: 001-08641 FILM NUMBER: 02625759 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 pdm312a.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, 2001 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, 2001, 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, 2002 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, 2001 Because definitive proxy soliciting material relating to the 2002 Annual Meeting of Shareholders of Coeur d'Alene Mines Corporation (the "Company") will not be filed by April 30, 2002, the information called for by Part III of the Company's Annual Report on Form 10-K for the year ended December 31, 2001 is included in this Amendment No. 2 to such Form 10-K. PART III Item 10. Directors and Executive Officers of the Registrant. -------------------------------------------------- Directors of the Company Age Director Since Dennis E. Wheeler 59 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 and Vice Chairman of the Audit Committee of Sierra Pacific Resources (a public utility holding company). Joseph C. Bennett 69 1981 Private investor and managing partner of family investment and mineral royalty partnership. Director of Equity Oil Company. James J. Curran 62 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, 2 Age Director Since 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 77 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 70 1995 Governor of Idaho (1971-1977 and 1987-1995); Secretary of the Department of the Interior (1977-1981). 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 51 1998 Executive Director of Amey PLC a (business support service) since April 1, 2000. 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). Robert E. Mellor 58 1999 Chief Executive Officer and President of Building Materials Holding Corporation (distribution, manufacturing and sales of building materials and component products) since 1997, 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). 3 Age Director Since Timothy R. Winterer 65 1998 President and Chief Operating Officer of Western Oil Sands since February 2000. President and Chief Executive Officer of BHP World Minerals Corporation (international resources company) from 1997 to 1998; 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 55 1999 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 Alternate Director of that company since 1998; director of Asarco Incorporated since 1999; and director of Southern Peru Copper Corporation since December 1999. Daniel Tellechea Salido 56 1999 Managing Director for Administration and Finance of Grupo Mexico S.A. DE C.V. since 1994; Alternate Director of Grupo Mexico since 1998; Managing Director of Mexicana De Cobre, S.A. DE C.V., 1986 - 1993; Director, Vice President and Chief Financial Officer of Asarco Incorporated since 1999; Director and Vice President of Finance of Southern Peru Copper Corporation since 1999. 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 2001 were timely filed. 4 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 March 29, 2002. 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. Summary Compensation Table
Long-Term Compensation ----------------------------------- Awards Annual Compensation ------------------------- Payouts ----------------------------------- LTPSP Shares ------- Other Annual Common Stock Underlying LTPSP All Other Salary Bonus Compensation Award(#Sh) Options Payouts Compensation Name and Principal Position Year ($) ($)(1) ($)(2) (3) (#Sh)(4) ($)(5) ($)(6) - --------------------------- ---- ------ ------ ------------ ------------ ----------- ------- ------------ Dennis E. Wheeler.......... 2001 $485,658 $212,916 -- -- 229,090 -- $35,668 Chairman, President $ 2000 465,167 100,625 -- 3,429 -- $2,143 59,551 Chief Executive Officer 1999 426,399 394,281 -- 4,438 75,364 9,615 43,585 Geoffrey A. Burns.......... 2001 210,739 65,243 -- -- -- -- 16,657 Senior Vice-President 2000 199,606 28,583 -- -- -- -- 19,512 Chief Financial Officer 1999 141,100 106,144 -- -- -- -- 3,664 Robert Martinez(7)......... 2001 288,241 94,050 -- -- 20,429 -- 24,892 Senior Vice President 2000 252,423 35,844 279 -- 174 27,179 Chief Operating Officer 1999 249,124 181,200 -- 363 25,500 784 21,214 Dieter A. Krewedl.......... 2001 193,318 46,612 -- -- -- -- 15,674 Senior Vice President 2000 169,790 21,656 -- -- -- -- 17,316 Exploration 1999 149,240 79,388 -- -- -- -- 4,797 James K. Duff.............. 2001 175,895 31,875 -- -- 8,031 -- 14,423 Vice President 2000 178,625 15,938 -- 209 -- 130 17,817 Business Development 1999 157,578 84,375 -- -- 7,221 -- 13,972 - -------------------- (1) Annual incentive payments under the AIP are paid in cash and 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 1999 and 2000, 75% of the award value was based on our company's overall financial performance and 25% was based on the participant's individual performance. During 2001, 50% of the award value was based on our Company's overall financial performance and 50% was based on the participant's individual performance. Financial objectives underlying the measurement of our company's performance include both total asset growth and cash flow return on total assets. The amounts reported above for 1999 and 2000 were paid in March 2000 and May 2001, respectively. The amounts reported above for 2001 were paid in March, 2002. (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 $0.80 per share closing price of the shares on the New York Stock Exchange on December 31, 2001) 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, 2001 were as follows: Dennis E. Wheeler - 27,774 shares ($22,291.20) and Robert Martinez - 4,173 shares ($3,338.40).
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(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 1999 performance were granted in March 2000, respectively. No options have been granted with respect to 2001 performance. (5) Reports cash payouts (not awards) under the LTPSP. Payments are made under the LTPSP after the end of the four-year performance period after award. The above reported payments relate to awards made in 1998 and are based on the performance period ending December 31, 2001. No long-term incentive plan awards have been made under the LTPSP with respect to services rendered in 2001. (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 1999, 2000 and 2001, 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 2001, Messrs. Wheeler, Martinez, Krewedl, Duff and Burns were credited with company contributions of $13,600, $13,600, $13,600 $13,600, and $13,600, respectively, under the Retirement Plan. In 2001, Messrs. Wheeler, Martinez, Krewedl, Duff and Burns credited with $20,805, $11,191, $1,964, $803, and $3,040, 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 our 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 2001, the amounts of above-market interest earnings accrued for the benefit of Messrs. Wheeler, Martinez, Krewedl, Duff and Burns, amounted to $1,262.41, $100.67, $10.03, 19.27 and $17.04, 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.
The following Option Grants Table sets forth, for each of the named executive officers, information regarding individual grants of options granted under the LTIP in December 2001 and their potential realizable values. Information regarding individual option grants includes the number of options granted, the percentage of total grants to employees represented by each grant, the per-share exercise price and the expiration date. The potential realizable value of the options are based on assumed annual 0%, 5% and 10% rates of stock price appreciation over the term of the option. Also set forth is the amount of the increases in the value of all of the Company's outstanding shares of Common Stock that would be realized in the event of such annual rates of stock price appreciation. All of the reported grants were made in connection with an option exchange program which was approved by the Board of Directors and its Compensation Committee on May 8, 2001, and was extended to the four persons employed by the Company that held fully-vested options that had been granted to them between 1992 and 1997. The options entitled the holders to purchase an aggregate of 6 268,861 shares at exercise prices ranging from $13.125 to $20.875 per share during the ten-year period following grant. Pursuant to the option exchange program, on May 15, 2001, the four persons were extended the right prior to June 15, 2001 to tender and have cancelled their options granted between 1992 and 1997 and have a new option granted in exchange therefore on December 17, 2001 (which is six months and one day after June 15, 2001). Each of the four persons exercised their right and new, fully-vested options exercisable for a ten-year period were granted to them on December 17, 2001 at an exercise price equal to the market value of the common stock on that date. Option Grants Table
Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation Individual Grants or Option Term(4) -------------------------------------------- ------------------------------------------------- Number of % of Total Shares Options Underlying Granted Options to Employees Exercise Granted in Fiscal Price Expiration Name (#)(1) Year(2) ($/SH)(3) Date 0%($) 5%($) 10%($) ---------- ------------- --------- ---- ----- ------ ------- Dennis E. Wheeler.......... 229,090 85.2 $0.74 12/17/11 $ 0 $107,672 $270,326 Robert Martinez............ 20,429 7.6 0.74 12/17/11 0 9,602 24,106 James K. Duff.............. 8,031 3.0 0.74 12/17/11 0 3,775 9,477 All Shareholders(5)........ 0 126,365 317,256 Named Executive Officers' Gains as a % of All Shareholder Gains.......... 0 .45% .45% (1) The options include nonqualified and incentive stock options that were fully-vested upon the date of grant. (2) Based on options for a total of 268,861 shares granted to four persons. (3) The exercise price is equal to the closing sale price of the common stock reported on the New York Stock Exchange on the date of grant of the option. (4) The potential realizable values shown in the columns are net of the option exercise price. These amounts assume annual compounded rates of stock price appreciation of 0%, 5%, and 10% from the date of grant to the option expiration date, a term of ten years. These rates have been set by the U.S. Securities and Exchange Commission and are not intended to forecast future appreciation, if any, of the Company's Common Stock. Actual gains, if any, on stock option exercises are dependent on several factors including the future performance of the Company's Common Stock, overall stock market conditions, and the optionee's continued employment through the vesting period. The amounts reflected in this table may not actually be realized. (5) Total dollar gains based on assumed annual rates of appreciation shown and the 56,769,732 shares of Common Stock outstanding on March 29, 2002.
The following aggregate Option Exercises and Year-End Option Value Table sets forth, for each of the named executive officers, information regarding the number and value of unexercised options at December 31, 2001. No options were exercised during 2001 by such persons. 7 Aggregate Option Exercises And Fiscal Year-End Option Value Table
Number of Shares Underlying Unexercised Value of Unexercised Options at FY-End IN-THE-MONEY Shares Acquired (#) Options at FY-End($)(1) on Exercise Value Exercisable/ Exercisable/ Name (#) Realized($) Unexercisable Unexercisable ---- --------------- ----------- ----------------------- ------------------------ Dennis E. Wheeler........... -- -- 286,205 / 84,802 $13,745 Robert Martinez............. -- -- 40,696 / 29,333 1,226 Geoffrey A. Burns........... -- -- 4,914 / 14,742 0 Dieter A. Krewedl........... -- -- 4,983 / 7,596 0 James K. Duff............... -- -- 12,507 / 7,394 482 - ------------------ (1) Market value of underlying securities at exercise or year-end, minus the exercise price.
No long-term incentive plan awards have been made for services rendered in 2001 under the LTPSP. Therefore, no Long-Term Incentive Plan Awards Table is set forth in this report. Item 12. Security Ownership of Certain Beneficial Owners and Management. -------------------------------------------------------------- The following table sets forth information, as of March 29, 2002, 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: Shares Percent of Beneficially Outstanding Owned Asarco Incorporated(1).......................... 7,175,000 12.55 Dennis E. Wheeler............................... 479,438(2)(3) .85 Joseph C. Bennett............................... 20,792(2)(3) * James J. Curran................................. 104,597(2)(3) .18 James A. McClure................................ 16,433(3) * Cecil D. Andrus................................. 16,186(3) * John H. Robinson................................ 14,281(3) * Robert E. Mellor................................ 13,332(3) * Timothy R. Winterer............................. 27,464(3) * Daniel Tellechea Salido......................... 12,127(3)(4) * Xavier Garcia de Quevedo Topete................. 12,127(3)(4) * All executive officers and nominees for director as a group (18 persons)................ 939,212 1.65 - --------------- (*) Holding constitutes less than .10% of the outstanding shares. 8 (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. 17th 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 - 422,700 shares; Joseph C. Bennett - 17,792 shares; James J. Curran - 104,497 shares; James A. McClure - 16,083 shares; Cecil D. Andrus - 16,086 shares; John H. Robinson - 14,181 shares; Robert E. Mellor - 13,232 shares; Timothy R. Winterer - - 26,464 shares; Daniel T. Salido - 12,127 shares; Xavier G. de Q. Topete - 12,127 shares; and all executive officers and directors as a group - 872,230 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. Item 13. Certain Relationships and Related Transactions. ---------------------------------------------- Not applicable. 9 -----END PRIVACY-ENHANCED MESSAGE-----