-----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, WTvNit5bEkuFkhw3z1p6VIVmIW5/q1Eviwr9UPE6/Ye56BESghU21AAVe8X15oKj JqIg+wM2Xu+FvZlHBq+MEw== 0000897101-05-000717.txt : 20050316 0000897101-05-000717.hdr.sgml : 20050316 20050315184738 ACCESSION NUMBER: 0000897101-05-000717 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20040331 FILED AS OF DATE: 20050316 DATE AS OF CHANGE: 20050315 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HECLA MINING CO/DE/ CENTRAL INDEX KEY: 0000719413 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 820126240 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08491 FILM NUMBER: 05683003 BUSINESS ADDRESS: STREET 1: 6500 N MINERAL DRIVE SUITE 200 STREET 2: NONE CITY: COEUR D'ALENE STATE: ID ZIP: 83815-9408 BUSINESS PHONE: 2087694100 MAIL ADDRESS: STREET 1: 6500 N MINERAL DRIVE SUITE 200 STREET 2: NONE CITY: COEUR D'ALENE STATE: ID ZIP: 83815-9408 10-Q/A 1 hecla051287_10qa.htm Hecla Mining Company, Form 10-Q/A dated March 31, 2004

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q/A
Amendment No. 1

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2004

Commission file number      1-8491      

     HECLA MINING COMPANY     
(Exact name of registrant as specified in its charter)

Delaware   82-0126240  
(State or other jurisdiction of  (I.R.S. Employer 
incorporation or organization)  Identification No.) 

6500 N. Mineral Drive, Suite 200
 
Coeur d’Alene, Idaho   83815-9408  
(Address of principal executive offices)  (Zip Code) 

208-769-4100
(Registrant’s telephone number, including area code)

        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for at least the past 90 days.

Yes     XX   .      No        .

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes     XX   .      No        .

        Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class   Shares Outstanding March 14, 2005  
Common stock, par value
$0.25 per share
  118,393,842  






EXPLANATORY NOTE

        This Amendment No. 1 on Form 10-Q/A is being filed to amend the Hecla Mining Company Quarterly Report on Form 10-Q for the period ended March 31, 2004 in order to include two exhibits that were inadvertently omitted under Item 6. In accordance with Rule 12b-15 of the Exchange Act, this Amendment No. 1 on Form 10-Q/A sets forth the complete text of Item 6 of Part II of the Registrant’s Form 10-Q for the period ended March 31, 2004, as amended, and also includes new Rule 13a-14(a)/15d-14(a) certifications as Exhibits 31.1 and 31.2.

        This Amendment No. 1 on Form 10-Q/A amends only the item of the Quarterly Report as specified above and amends that item solely to reflect the changes described above. Except for the number of common shares outstanding set forth on the cover page, this Amendment No. 1 on Form 10-Q/A does not update the disclosures presented in the Quarterly Report as originally filed on May 5, 2004 and does not reflect events occurring after such date. This Amendment No. 1 on Form 10-Q/A is effective for all purposes as of May 5, 2004.

Item 6. Exhibits

  (a)   Exhibits

  See the exhibit index to this Form 10-Q/A for the list of exhibits.

  (b)   Reports on Form 8-K filed during the quarter ended March 31, 2004

  Form 8-K dated March 10, 2004, regarding gold production being withheld from export from Venezuela, pending an administrative review, in a news release.













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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.

          HECLA MINING COMPANY    
             (Registrant)  
 
 
Date:   March 15, 2005   By   /s/   Phillips S. Baker, Jr.
 
    Phillips S. Baker, Jr., President,
         Chief Executive Officer and Director
  
 
 
Date:   March 15, 2005   By   /s/   Lewis E. Walde
 
    Lewis E. Walde, Vice President and
         Chief Financial Officer
  


















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Index to Exhibits

3.1   Certificate of Incorporation of the Registrant as amended to date. Filed as exhibit 3.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003 (File No. 1-8491) and incorporated herein by reference.

3.2   By-Laws of the Registrant as amended to date. Filed as exhibit 3(ii) to Registrant’s Current Report on Form 8-K dated November 13, 1998 (File No. 1-8491) and incorporated herein by reference.

4.1(a)   Certificate of Designations, Preferences and Rights of Series A Junior Participating Preferred Stock of the Registrant. Filed as exhibit 4.1(d)(e) to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1993 (File No. 1-8491) and incorporated herein by reference.

4.1(b)   Certificate of Designations, Preferences and Rights of Series B Cumulative Convertible Preferred Stock of the Registrant. Filed as exhibit 4.5 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1993 (File No. 1-8491) and incorporated herein by reference.

4.2   Rights Agreement dated as of May 10, 1996, between Hecla Mining Company and American Stock Transfer & Trust Company, which includes the form of Rights Certificate of Designation setting forth the terms of the Series A Junior Participating Preferred Stock of Hecla Mining Company as Exhibit A and the summary of Rights to Purchase Preferred Shares as Exhibit B. Filed as exhibit 4 to Registrant’s Current Report on Form 8-K dated May 10, 1996 (File No. 1-8491) and incorporated herein by reference.

4.3   Stock Purchase Agreement dated as of August 27, 2001, between Hecla Mining Company and Copper Mountain Trust. Filed as exhibit 4.3 to Registrant’s Registration Statement on Form S-1 filed on October 7, 2002 (File No. 333-100395) and incorporated herein by reference.

4.4   Warrant Agreement dated August 2, 2002, between Hecla Mining Company and Great Basin Gold Ltd. Filed as exhibit 4.4 to Registrant’s Registration Statement on Form S-1 filed on October 7, 2002 (File No. 333-100395) and incorporated herein by reference.



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4.5   Registration Rights Agreement dated August 2, 2002, between Hecla Mining Company and Great Basin Gold Ltd. Filed as exhibit 4.5 to Registrant’s Registration Statement on Form S-1 filed on October 7, 2002 (File No. 333-100395) and incorporated herein by reference.

  Certain instruments defining the rights of holders of long-term debt of the Registrant and its consolidated subsidiaries, where the total amount of securities authorized under any such instrument does not exceed 10% of the Registrant’s consolidated total assets, are not filed herewith pursuant to Item 601(b)(ii)(A) of Regulation S-K. The Registrant agrees to furnish a copy of any such instrument to the Commission upon request.

10.2   Employment agreement dated November 6, 2001, between Hecla Mining Company and Phillips S. Baker, Jr. (Registrant has substantially identical agreements with each of Messrs. Thomas F. Fudge, Jr., Michael H. Callahan, Ronald W. Clayton, Lewis E. Walde and Ms. Vicki Veltkamp. Such substantially identical agreements are not included as separate exhibits.) Filed as exhibit 10.2 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003 (File No. 1-8491) and incorporated by herein by reference. (1)

10.3(a)   1987 Nonstatutory Stock Option Plan of the Registrant. Filed as exhibit B to Registrant’s Proxy Statement dated March 20, 1987 (File No. 1-8491) and incorporated herein by reference. (1)

10.3(b)   Hecla Mining Company 1995 Stock Incentive Plan, as amended. Filed as exhibit 99.1 to Registrant’s Preliminary Proxy Statement dated April 8, 2002 (File No. 1-8491) and incorporated herein by reference. (1)

10.3(c)   Hecla Mining Company Stock Plan for Nonemployee Directors, as amended. Filed as exhibit 99.1 to Registrant’s Preliminary Proxy Statement dated April 8, 2002 (File No. 1-8491) and incorporated herein by reference. (1)

10.3(d)   Hecla Mining Company Key Employee Deferred Compensation Plan. Filed as exhibit 4.3 to Registrant’s Registration Statement on Form S-8 filed on July 24, 2002 (File No. 333-96995) and incorporated herein by reference. (1)

10.4(a)   Hecla Mining Company Retirement Plan for Employees and Supplemental Retirement and Death Benefit Plan. Filed as exhibit 10.11(a) to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1985 (File No. 1-8491) and incorporated herein by reference. (1)

10.4(b)   Supplemental Excess Retirement Master Plan Documents. Filed as exhibit 10.5(b) to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1994 (File No. 1-8491) and incorporated herein by reference. (1)



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10.4(c)   Hecla Mining Company Nonqualified Plans Master Trust Agreement. Filed as exhibit 10.5(c) to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1994 (File No. 1-8491) and incorporated herein by reference. (1)

10.5   Form of Indemnification Agreement dated May 27, 1987, between Hecla Mining Company and each of its Directors and Officers. Filed as exhibit 10.15 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1987 (File No. 1-8491) and incorporated herein by reference. (1)

10.6(a)   Summary of the Hecla Mining Company Short-Term Performance Payment Plan. Filed as exhibit 10.7 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1994 (File No. 1-8491) and incorporated herein by reference. (1)

10.6(b)   Written description of objectives for 2004 under the Hecla Mining Company Performance Payment Plan, which Plan was previously filed as exhibit 10.7 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1994 (File No. 1-8491). (1)**

10.6(c)   Written description of objectives for the 2004-2006 plan period under the Hecla Mining Company Executive and Senior Management Long-Term Performance Payment Plan, a description of which Plan was previously filed as exhibit 10.7(b) to the Registrant’s Form 10-Q/A filed on March 15, 2005, which amended the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2003. (1)**

10.7(a)   Amended and Restated Golden Eagle Earn-in Agreement between Echo Bay Mines Ltd. (successor in interest to Newmont Mining Corp./Santa Fe Pacific Gold Corp.) and Hecla Mining Company dated September 6, 1996. Filed as exhibit 10.11(a) to Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1996 (File No. 1-8491) and incorporated herein by reference.

10.7(b)   Golden Eagle Operating Agreement between Echo Bay Mines Ltd. (successor in interest to Newmont Mining Corp./Santa Fe Pacific Gold Corp.) and Hecla Mining Company dated September 6, 1996. Filed as exhibit 10.11(b) to Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1996 (File No. 1-8491) and incorporated herein by reference.



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10.7(c)   First Amendment to the Amended and Restated Golden Eagle Earn-in Agreement effective September 5, 2002, by and between Echo Bay Mines Ltd. and Hecla Mining Company. Filed as exhibit 10.6(c) to Registrant’s Registration Statement on Form S-1 filed on October 7, 2002 (File No. 333-100395) and incorporated herein by reference.

10.8   Restated Mining Venture Agreement among Kennecott Greens Creek Mining Company, Hecla Mining Company and CSX Alaska Mining Inc. dated May 6, 1994. Filed as exhibit 99.A to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1994 (File No. 1-8491) and incorporated herein by reference.

10.9   Credit Agreement dated as of June 25, 1999, among Monarch Resources Investments Limited as Borrower, Monarch Minera Suramericana, C.A. as an additional obligor and Standard Bank of London Limited as Collateral and Administrative Agent. Filed as exhibit 10.3 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 (File No. 1-8491) and incorporated herein by reference.

10.10   Subordinated Loan Agreement dated June 29, 2000, among Hecla Mining Company as Borrower and Standard Bank of London Limited as Lender. Filed as exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2000 (File No. 1-8491) and incorporated herein by reference.

10.11   Subordination Agreement dated June 29, 2000, among Hecla Mining Company and Standard Bank of London Limited as Senior Creditor and Subordinated Creditor. Filed as exhibit 10.2 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2000 (File No. 1-8491) and incorporated herein by reference.

10.12   Stock Purchase Agreement dated February 27, 2001, between Hecla Mining Company and IMERYS USA, Inc. Filed as exhibit 99 to Registrant’s Current Report on Form 8-K dated March 27, 2001 (File No. 1-8491) and incorporated herein by reference.

10.13   Real Estate Purchase and Sale Agreement between Hecla Mining Company and JDL Enterprises, LLC, dated October 19, 2001. Filed as exhibit 10.21 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2001 (File No. 1-8491) and incorporated herein by reference.

10.14   Earn-in Agreement dated August 2, 2002, between Hecla Ventures Corp. and Rodeo Creek Gold Inc. Filed as exhibit 10.19 to Registrant’s Registration Statement on Form S-1 filed on October 7, 2002 (File No. 333-100395) and incorporated herein by reference.



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10.15   Lease Agreement dated September 5, 2002 between Hecla Mining Company and CVG-Minerven. Filed as exhibit 10.20 to Registrant’s Registration Statement on Form S-1 filed on October 7, 2002 (File No. 333-100395) and incorporated herein by reference.

10.16   Agreement No. C-020 between Minera Hecla Venezolana, C.A. and Redpath Venezolana, C.A., dated October 31, 2003, for the construction of the La Camorra mine production shaft facility. Filed as exhibit 10.23 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003 (File No. 1-8491) and incorporated herein by reference.

10.17(a)   Preferred Stock Exchange Agreement between Hecla Mining Company and Langley Partners L.P., dated November 19, 2003. Filed as exhibit 12(d)(17) to Registrant’s Schedule Tender Offer dated January 16, 2004 (File No. 5-35201) and incorporated herein by reference.

10.17(b)   Preferred Stock Exchange Agreement between Hecla Mining Company and Cohanzick Credit Opportunities Fund Ltd., dated November 20, 2003. Filed as exhibit 12(d)(18) to Registrant’s Schedule Tender Offer dated January 16, 2004 (File No. 5-35201) and incorporated herein by reference.

10.17(c)   Preferred Stock Exchange Agreement between Hecla Mining Company and Ariel Fund, Ltd., dated November 20, 2003. Filed as exhibit 12(d)(19) to Registrant’s Schedule Tender Offer dated January 16, 2004 (File No. 5-35201) and incorporated herein by reference.

10.17(d)   Preferred Stock Exchange Agreement between Hecla Mining Company and Gabriel Capital, L.P., dated November 20, 2003. Filed as exhibit 12(d)(20) to Registrant’s Schedule Tender Offer dated January 16, 2004 (File No. 5-35201) and incorporated herein by reference.

10.17(e)   Preferred Stock Exchange Agreement between Hecla Mining Company and Cohanzick High Yield Partners L.P., dated November 20, 2003. Filed as exhibit 12(d)(21) to Registrant’s Schedule Tender Offer dated January 16, 2004 (File No. 5-35201) and incorporated herein by reference.

10.17(f)   Preferred Stock Exchange Agreement between Hecla Mining Company and JMB Capital Partners, L.P., dated December 1, 2003. Filed as exhibit 12(d)(22) to Registrant’s Schedule Tender Offer dated January 16, 2004 (File No. 5-35201) and incorporated herein by reference.

10.17(g)   Preferred Stock Exchange Agreement between Hecla Mining Company and Lonestar Partners, L.P., dated December 1, 2003. Filed as exhibit 12(d)(23) to Registrant’s Schedule Tender Offer dated January 16, 2004 (File No. 5-35201) and incorporated herein by reference.



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10.17(h)   Preferred Stock Exchange Agreement between Hecla Mining Company and JMB Capital Partners, L.P., dated December 1, 2003. Filed as exhibit 12(d)(24) to Registrant’s Schedule Tender Offer dated January 16, 2004 (File No. 5-35201) and incorporated herein by reference.

10.17(i)   Preferred Stock Exchange Agreement between Hecla Mining Company and Generic Trading of Philadelphia, LLC, dated December 8, 2003. Filed as exhibit 12(d)(25) to Registrant’s Schedule Tender Offer dated January 16, 2004 (File No. 5-35201) and incorporated herein by reference.

10.17(j)   Preferred Stock Exchange Agreement between Hecla Mining Company and Smith Barney Inc., dated December 10, 2003. Filed as exhibit 12(d)(26) to Registrant’s Schedule Tender Offer dated January 16, 2004 (File No. 5-35201) and incorporated herein by reference.

10.17(k)   Preferred Stock Exchange Agreement between Hecla Mining Company and Maxim Group, dated December 17, 2003. Filed as exhibit 12(d)(27) to Registrant’s Schedule Tender Offer dated January 16, 2004 (File No. 5-35201) and incorporated herein by reference.

10.17(l)   Preferred Stock Exchange Agreement between Hecla Mining Company and Generic Trading of Philadelphia, LLC, dated December 30, 2003. Filed as exhibit 12(d)(28) to Registrant’s Schedule Tender Offer dated January 16, 2004 (File No. 5-35201) and incorporated herein by reference.

10.17(m)   Preferred Stock Exchange Agreement between Hecla Mining Company and JMB Capital Partners, L.P., dated March 19, 2004.*

10.17(n)   Preferred Stock Exchange Agreement between Hecla Mining Company and Langley Partners L.P., dated March 19, 2004.*

10.17(o)   Preferred Stock Exchange Agreement between Hecla Mining Company and Maxim Group, dated March 31, 2004.*

31.1   Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**

31.2   Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**

32.1   Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

32.2   Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

_________________

(1)    Indicates a management contract or compensatory plan or arrangement.

* Previously filed (or furnished in the case of Exhibits 32.1 and 32.2) as part of the Registrant’s Form 10-Q for the quarter ended March 31, 2004.

** Filed herewith.



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EX-10.6B 2 hecla051287_ex10-6b.txt Exhibit 10.6(b) Written description of objectives for 2004 under ------------------------------------------------ the Hecla Mining Company Short-Term Performance Payment Plan ------------------------------------------------------------ The following is a description of certain terms of the Hecla Mining Company (the "Company") Short-Term Performance Payment Plan (the "Plan") provided pursuant to paragraph (b)(10)(iii) of Item 601 of Regulation S-K, which requires a written description of material terms and conditions of a compensatory plan not contained in a formal document. The Board of Directors, based on recommendations of the Company's senior management and the Compensation Committee, established targeted quantitative and qualitative goals for corporate performance. For 2004, corporate performance quantitative goals include total gold and silver production, production costs per ounce for silver and gold, cost containment, environmental costs, capital expenditures and resource development goals. Corporate qualitative goals include, among other goals, a successful investor relations program, acquisitions, positive stock performance and completion of a preferred stock exchange. In addition to quantitative and qualitative goals for corporate performance, the Board of Directors, based on recommendations of the Company's senior management and the Compensation Committee, established targeted quantitative and qualitative goals for individual performance for each executive officer other than the Chief Executive Officer. The Chief Executive Officer's performance payment for 2004 will be based solely on corporate performance. The other executive officers' performance payments will be based 60% upon corporate performance with 40% based upon individual performance. For 2004, a performance payment pool was targeted based on the annual cash salary equal to 60% for the Chief Executive Officer and 40% for each Vice President. -10- EX-10.6C 3 hecla051287_ex10-6c.txt Exhibit 10.6(c) Written description of objectives for the ----------------------------------------- 2004-2006 plan period under the Hecla Mining Company ---------------------------------------------------- Executive and Senior Management Long-Term Performance Payment Plan ------------------------------------------------------------------ The following is a description of certain terms of the Hecla Mining Company Executive and Senior Management Long-Term Performance Payment Plan (the "Plan") provided pursuant to paragraph (b)(10)(iii) of Item 601 of Regulation S-K, which requires a written description of material terms and conditions of a compensatory plan not contained in a formal document. 2004-2006 PLAN PERIOD --------------------- Performance Targets - ------------------- In general, there should be a continued focus on resource growth and cash contribution generation for the 2004-2006 plan period. More emphasis will be placed on resource growth for the plan period by weighting resource growth 75% and cash contribution 25% in determining the value of the incentive award at the conclusion of the 2004-2006 period. Performance targets have been established for resource growth (i.e. gold, silver and gold equivalent resources) and cash contribution generation from the Company's resources. The goal is to incentivize management to focus on production and cost reduction. In addition, the cash contribution component encourages management to focus on high quality resource additions that can be converted to production. Performance Unit Awards - ----------------------- The Board assigns performance units at the beginning of each three-year plan period. Assuming a nominal value of $100 per performance unit, the following people are awarded performance units for the 2004-2006 plan period: -11- POSITION INCUMBENT CEO Baker CFO Walde VP - Ops Fudge VP - Explor/Strategy Atkinson VP - Bus Dev Callahan VP - N.A. Ops Clayton VP - IR Veltkamp Performance Award Value - ----------------------- Performance unit value is based upon performance as determined by the Board of Directors. The two primary objectives are related to resource and cash contribution growth. Assuming 100% of the target resource level is reached and 100% of the cash contribution target is reached, the value of each unit would be $100.00. However, the value of performance units can range between $0 and $200, depending upon performance as determined by the Board of Directors. -12- EX-31.1 4 hecla051287_ex31-1.txt Exhibit 31.1 Hecla Mining Company and Subsidiaries CERTIFICATIONS I, Phillips S. Baker, Jr., President, Chief Executive Officer and Director of Hecla Mining Company, certify that: 1. I have reviewed this quarterly report on Form 10-Q/A for the quarter ended March 31, 2004 of Hecla Mining Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. [omitted pursuant to Division of Corporation Finance: Sarbanes-Oxley Act of 2002 - Frequently Asked Questions November 8, 2002 (revised November 14, 2002)]; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; -13- Hecla Mining Company and Subsidiaries CERTIFICATIONS (Continued) 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: March 15, 2005 /s/ Phillips S. Baker, Jr. ----------------------------------------------- Phillips S. Baker, Jr. President, Chief Executive Officer and Director -14- EX-31.2 5 hecla051287_ex31-2.txt Exhibit 31.2 Hecla Mining Company and Subsidiaries CERTIFICATIONS I, Lewis E. Walde, Vice President and Chief Financial Officer of Hecla Mining Company, certify that: 1. I have reviewed this quarterly report on Form 10-Q/A for the quarter ended March 31, 2004 of Hecla Mining Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. [omitted pursuant to Division of Corporation Finance: Sarbanes-Oxley Act of 2002 - Frequently Asked Questions November 8, 2002 (revised November 14, 2002)]; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; -15- Hecla Mining Company and Subsidiaries CERTIFICATIONS (Continued) 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: March 15, 2005 /s/ Lewis E. Walde ------------------------------------------ Lewis E. Walde Vice President and Chief Financial Officer -16-
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