-----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, DVn9SH1IvLtZl+RPQix7i0eeetITYE/bWygvWWMkKZiesjmHBpVix3Y6Vr7TDg4D 4VbxZ866+9uT3soLStW3EA== 0000950134-96-001573.txt : 19960430 0000950134-96-001573.hdr.sgml : 19960430 ACCESSION NUMBER: 0000950134-96-001573 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960429 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUNSHINE MINING & REFINING CO CENTRAL INDEX KEY: 0000833376 STANDARD INDUSTRIAL CLASSIFICATION: PRIMARY SMELTING & REFINING OF NONFERROUS METALS [3330] IRS NUMBER: 752231378 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-10012 FILM NUMBER: 96552028 BUSINESS ADDRESS: STREET 1: 877 WEST MAIN STREET STREET 2: SUITE 600 CITY: BOISES STATE: ID ZIP: 83702 BUSINESS PHONE: 2083450660 MAIL ADDRESS: STREET 1: 877 W MAIN STREET SUITE 600 CITY: BOISE STATE: ID ZIP: 83702 FORMER COMPANY: FORMER CONFORMED NAME: SUNSHINE MINING CO /DE DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: SUNSHINE HOLDINGS INC DATE OF NAME CHANGE: 19880915 10-K/A 1 AMENDMENT NO. 1 TO FORM 10-K 1 ========================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------------ FORM 10-K/A AMENDMENT NO. 1 [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) FOR THE TRANSITION PERIOD FROM TO ------------------------------------------ COMMISSION FILE NO. 1-10012 SUNSHINE MINING AND REFINING COMPANY (Exact name of registrant as specified in its charter) DELAWARE 75-2231378 (State or other jurisdiction (IRS Employer Identification of incorporation or organization) Number) 877 W. MAIN STREET, SUITE 600 83702 BOISE, IDAHO (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code: (208) 345-0660 Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE TITLE OF EACH CLASS ON WHICH REGISTERED ------------------- --------------------- Common Stock, $0.01 par value New York Stock Exchange Convertible Subordinate Reset Debentures Due July New York Stock Exchange 15, 2008 New York Stock Exchange Cumulative Redeemable Preferred Stock, $1.00 par value
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: Warrants, expiring March 9, 1999, for the purchase of one share of Common Stock (Title of Class) 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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] (Continued on next page) 2 (Continued from previous page) The aggregate market value of the shares of common stock held by non-affiliates of the registrant at April 24, 1996, was $288,128,087. For purposes of this computation, all officers, directors and beneficial owners of 10% or more of the common stock of the registrant are deemed to be affiliates. Such determination should not be deemed an admission that such officers, directors and beneficial owners are affiliates. Indicate the number of shares outstanding of the registrant's classes of common stock, as of the latest practicable date.
TITLE OF EACH CLASS NUMBER OF SHARES OUTSTANDING OF COMMON STOCK AT APRIL 24, 1996 ------------------- ---------------------------- Common Stock, $0.01 par value 192,085.391
DOCUMENTS INCORPORATED BY REFERENCE None. ========================================== 3 SUNSHINE MINING AND REFINING COMPANY AMENDMENT NO. 1 TO ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995 The undersigned registrant hereby amends the following items, exhibits or other portions of its Annual Report on Form 10-K for the fiscal year ended December 31, 1995, as set forth in the pages attached hereto: PART III 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, as amended, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. SUNSHINE MINING AND REFINING COMPANY By: /s/ WILLIAM W. DAVIS ---------------------------------------------------- William W. Davis Executive Vice President and Chief Financial Officer April 26, 1996. Dallas, Texas 1 4 PART III ITEM 11. EXECUTIVE COMPENSATION. The following table sets forth the compensation paid by the Company, as well as certain other compensation paid to or accrued for the account of each of the four most highly compensated executive officers of the Company, including the Chief Executive Officer, for calendar year 1995, 1994, and 1993, or for each year in which such person served as an executive officer of the Company. There were no other executive officers whose salary and bonus for the year ended December 31, 1995, exceeded $100,000. SUMMARY COMPENSATION TABLE
LONG TERM COMPENSATION ----------------------- ANNUAL COMPENSATION AWARDS PAYOUTS ------------------- ---------- -------- (A) (B) (C) (D) (G) (H) (I) SECURITIES UNDERLYING LTIP ALL OTHER SALARY BONUS OPTIONS PAYOUTS COMPENSATION NAME AND PRINCIPAL POSITION YEAR ($) ($) (#) ($) ($) (3) --------------------------- ---- ------- ---------- ---------- -------- ------------ John S. Simko, 1995 297,832 0 100,000 0 15,525 CEO and President 1994 271,527 0 65,000 0 14,370 1993 258,086 38,727(1) 50,000 52,500 (4) 11,103 William W. Davis, 1995 177,650 0 100,000 0 15,525 Exec. Vice Pres. & Chief 1994 166,096 25,000(2) 50,000 0 14,370 Financial Officer 1993 161,260 24,406(1) 50,000 0 4,308 Robert H. Peterson, 1995 182,348 0 75,000 0 15,525 Sr. Vice Pres. & Chief 1994 169,861 0 0 0 14,250 Operating Officer-Refining 1993 162,586 24,163(1) 50,000 0 4,497 Harry F. Cougher 1995 114,354 0 100,000 0 11,765 Sr. Vice Pres. & 1994 100,677 0 50,000 0 8,925 Chief Operating Officer-Mining
- ---------------- (1) Consists of stock bonuses awarded to Messrs. Simko, Davis and Peterson valued at $38,727, $24,406, and $24,163 respectively. Stock distributed was adjusted to account for estimated taxes, resulting in net stock issuance of 13,676 shares, 9,752 shares, and 8,533 shares to Messrs. Simko, Davis and Peterson respectively. The sale of these shares was restricted until June 16, 1994. (2) Cash bonus paid to Mr. Davis in December, 1994. (3) Includes income received pursuant to the Company's Employees Savings and Security Plan (the "Savings Plan") and the Sunshine Defined Contribution Plan (the "DC Plan"). Payments to Mr. Simko under the Savings Plan were $4,500, $4,620 and $4,497, in 1995, 1994 and 1993, respectively; payment to Mr. Simko under 2 5 the DC Plan was $11,025 and $9,750 in 1995 and 1994. In 1993, Mr. Simko received reimbursement for moving expenses, pursuant to Company policy of $6,606. Payments to Mr. Davis under the Savings Plan were $4,500, $4,620 and $4,308, in 1995, 1994 and 1993, respectively; payment to Mr. Davis under the DC Plan was $11,025 and $9,750 in 1995 and 1994, respectively. Payments to Mr. Peterson under the Savings Plan were $4,500, $4,500 and $4,497 in 1995, 1994 and 1993, respectively; payment to Mr. Peterson under the DC Plan was $11,025 and $9,750 in 1995 and 1994, respectively. Payments to Mr. Cougher under the Savings Plan were $3,360 and $2,945 for 1995 and 1994, respectively; payments to Mr. Cougher under the DC Plan were $8,405 and $5,980 for 1995 and 1994, respectively. The Savings Plan is an individual account plan which provides for deferred compensation as described in Section 401(k) of the Internal Revenue Code and is subject to and complies with all of the principal protective provisions of Titles I and II of the Employee Retirement Income Security Act of 1974 ("ERISA"). The DC Plan replaced the Company's Defined Benefit Pension Plan as of January 1, 1994, and is subject to and complies with ERISA. (4) Payments received by Mr. Simko as a result of the termination of the Deferred Performance Incentive Compensation ("DPIC") Plan in 1993. OPTIONS GRANTS IN 1995 Incentive stock options were granted to executive officers in the year ended December 31, 1995, as follows:
POTENTIAL REALIZABLE VALUE AT ASSUMED ANNUAL RATES OF STOCK PRICE APPRECIATION FOR INDIVIDUAL GRANTS(2) OPTION TERMS --------------------------------------- -------------------- (A) (B) (C) (D) (E) (F) (G) % OF TOTAL OPTIONS NUMBER OF SECURITIES GRANTED TO EXERCISE OR UNDERLYING OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION NAME GRANTED (#) FISCAL YEAR ($/SH)(1) DATE 5%($) 10%($) ---- ---------------------- ------------ ----------- ---------- ----- ------ John Simko, CEO . 100,000 shares - Common 8.9 1.50 12/07/05 $94,334 $239,061 William W. Davis . 100,000 shares - Common 8.9 1.50 12/07/05 $94,334 $239,061 Harry F. Cougher . 100,000 shares - Common 8.9 1.50 12/07/05 $94,334 $239,061 Robert H. Peterson 75,000 shares - Common 6.7 1.50 12/07/05 $70,751 $179,296
- ------------------ (1) The options are exercisable on or after December 7, 1995. (2) Subject to stockholder approval of the 1995 Employee Nonqualified Stock Option Plan (the "1995 Plan") the Board of Directors granted 750,000, 500,000, 200,000, and 100,000 options to Messrs. Simko, Davis, Cougher and Peterson, respectively, representing 20.6, 13.8, 5.5, and 2.8 percent, respectively, of the Total Options Granted to Employees in the Fiscal Year ended December 31, 1995. If the proposal to adopt the 1995 Plan is approved, the grants reflected in the table will become null and void and will be replaced by the above-identified grants under the 1995 Plan. The grants under the 1995 Plan have an exercise price of $1.50, expire December 7, 2005 and are exercisable after shareholder approval. If the 1995 Plan is approved, the potential realizable value assuming 5% stock price appreciation would be $707,505, $471,670, $188,668 and $94,334 for Messrs. Simko, Davis, Cougher and Peterson, respectively. Assuming 10% stock price appreciation, the potential realizable value would be $1,792,958, $1,195,305, $478,122 and $239,061 for Messrs. Simko, Davis, Cougher and Peterson, respectively. 3 6 AGGREGATE OPTION EXERCISES AND FISCAL YEAR-END VALUES TABLE The following table provides information on option/SAR exercises in fiscal 1995 by the Named Executive Officers and the value of such officers' unexercised options/SARs at December 31, 1995.
(A) (B) (C) (D) (E) SHARES VALUE NUMBER OF SECURITIES VALUE OF UNEXERCISED ACQUIRED ON REALIZED UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS EXERCISE ($) OPTIONS AT FY-END AT FY-END ($) ----------- -------- ---------------------------- -------------------------- NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE ---- ----------- ------------- ----------- ------------- John S. Simko, CEO . 0 0 215,000 0 0 0 William W. Davis . . 0 0 200,000 0 0 0 Robert H. Peterson . 0 0 125,000 0 0 0 Harry F. Cougher . . 0 0 200,000 0 0 0
PENSION PLANS On December 31, 1993, the Company froze its Defined Benefit Pension Plan (the "Pension Plan"), which was replaced as of January 1, 1994, by the Company's DC Plan. The Pension Plan was maintained for the benefit of employees, except those covered by a collective bargaining agreement. The following table shows the estimated annual benefits payable under the Pension Plan as in effect on December 31, 1993; after that date benefits ceased to accrue under the Pension Plan. The examples assume retirement at normal retirement age of 65 after assumed periods of service, and a fixed level of social security benefits.
RETIREMENT BENEFIT AT AGE 65 - ------------------------------------------------------------------------------------------------------- YEARS OF SERVICE - ------------------------------------------------------------------------------------------------------- REMUNERATION 5 10 15 20 25 30 ------------ ------ ------- ------- ------- ------- ------- 75,000 $6,000 $12,000 $18,500 $24,000 $30,000 $36,500 100,000 8,000 16,000 25,000 33,000 41,000 49,000 150,000 13,000 25,000 38,000 51,000 64,000 76,000 200,000 17,000 34,000 52,000 69,000 86,000 103,000 250,000 22,000 43,000 65,000 87,000 109,000 115,641 300,000 26,000 52,000 79,000 105,000 115,641 115,641 350,000 31,000 61,000 92,000 115,641 115,641 115,641
At the time that benefits ceased to accrue under the Pension Plan (December 31, 1993), the average compensation used to determine their benefits was $218,780; $195,194; $189,824; and $106,573 for Messrs. Simko, Davis, Peterson and Cougher, respectively. The years of credited service at December 31, 1993, for Mr. Simko was nine years; for Mr. Davis was ten years; for Mr. Peterson was thirteen years; and for Mr. Cougher was nine years. Pursuant to the early retirement program, employees who are age 55 and who have fifteen years of employment with the Company are eligible for early retirement, and will receive approximately 75% of the accrued benefits they would have received at age 65. Mr. Simko's employment contract provides that he shall be eligible for early retirement notwithstanding that he will have less than fifteen years of service with the Company upon expiration of his employment contract. See "EMPLOYMENT AGREEMENTS". 4 7 COMPENSATION OF DIRECTORS Directors of the Company who are not employees receive an annual retainer of 3,350 troy ounces of silver or 50 troy ounces of gold, in addition to 235 troy ounces of silver or 3.5 troy ounces of gold per day for each Board or committee meeting attended. During 1995, non-employee directors received gold valued as follows: Messrs. Andersen ($23,314.70), Babbitt ($26,019.15), Humphreys ($24,663.95), Jackson ($26,019.15), Shaffer ($21,979.45), Smith ($24,663.95), Stewart ($26,013.20), Elvin ($24,663.95), and Kaback ($26,019.15). In addition, pursuant to the 1987 Employee Non-Qualified Stock Option Plan ("the 1987 Plan"), all non-employee directors automatically receive an option for 5,000 shares of Common Stock on August 30 of each year during the term of the 1987 Plan. EMPLOYMENT AGREEMENTS Effective January 1, 1994, Mr. Simko, Mr. Davis, Mr. Peterson and Mr. Harry F. Cougher entered into written employment agreements (the "Employment Agreements") with the Company. Each of the Employment Agreements is for a term of three years. In 1995, the Employment Agreements for Messrs. Simko, Davis and Cougher were amended to extend the term of each agreement for an additional three years to December 31, 1999. Pursuant to the Employment Agreements, Messrs. Simko, Davis, Peterson, and Cougher (collectively the "Contracting Employees") are to receive annual base compensation of $250,000, $160,000, $156,000 and $92,000, respectively, which may be increased by the Board of Directors. In the event of the disability or death of a Contracting Employee, the Employment Agreement provides for the continued payment of the base compensation for the remaining term of the agreement, subject to reduction for disability payments separately provided by the Company. In addition, the Contracting Employees may receive such annual incentive compensation based on the performance of the Company or other criteria as may be awarded in the discretion of the Board of Directors, and will participate in any employee benefit plan, employee welfare plan, deferred compensation plan, stock option plan, or any other plan or arrangement of the Company now or hereafter adopted for the benefit of officers or employees generally. In addition, Mr. Simko's agreement provides that he is deemed to have qualified for early retirement under the Company's Pension Plan, notwithstanding that at the expiration of the agreement (prior to the 1995 extension) he shall have less than 15 years of service with the Company. Pursuant to the Employment Agreements, the Company will indemnify each Contracting Employee in the event that he is made, or threatened to be made, a party to any action or proceeding, including any action by or in the right of the Company by reason of the provision of services by him to the Company. Claims or controversies arising under the Employment Agreement will be resolved through arbitration, and all resulting legal and accounting fees and other expenses will be paid by the Company. Pursuant to the Employment Agreements, a Contracting Employee's employment may be terminated by mutual agreement between the Contracting Employee and the Company, by death, or for cause. COMPENSATION AND TRANSACTION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION The following non-employee directors served on the Compensation and Transaction Committee of the Company's Board of Directors during the last completed fiscal year: Daniel D. Jackson (Chairman), V. Dale Babbitt and Hoffer Kaback. There are no compensation committee interlocks. 5 8 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. To the knowledge of the Company, the following persons own five percent (5%) or more of the Preferred Stock of the Company:
(1) (2) (3) (4) Title of Name & Address of Amount & Nature of Percent Class Beneficial Owner Beneficial Ownership of Class - ------------------------------------------------------------------------------------------------------ $11.94 Preferred Stock Grace Holdings, L.P.(1) 844,200 shares - direct 11.78% 1000 W. Diversey Pkwy., Ste. 233 Chicago, IL 60614 - ------------------------------------------------------------------------------------------------------ $11.94 Preferred Stock Elliott Associates, L.P.(2) 635,800 shares - direct 8.87% 712 5th Avenue, 36th Fl. New York, NY 10019 - ------------------------------------------------------------------------------------------------------ $11.94 Preferred Stock Lloyd I. Miller III 430,100(3) 6% 4550 Gordon Drive Naples, Florida 33940 - ------------------------------------------------------------------------------------------------------
1. Bun Partners, Inc. is the general partner of Grace Holdings, L.P. The beneficial owner of Bun Partners, Inc. is Mr. Bradford T. Whitmore. 2. Paul E. Singer and Braxton Associates, L.P. are the general partners of Elliott Associates, L.P. Paul E. Singer is the General Partner of Braxton Associates, L.P. 3. Mr. Miller has sole voting power and sole dispositive power with respect to 190,500 shares and shared voting power and shared dispositive power with respect to 239,600 shares, based upon his Schedule 13D dated July 24, 1995. To the knowledge of the Company, no other person owns five percent (5) or more of any class of the Company's voting securities. 6 9 The following table presents certain information regarding the number of shares of each class of the Company's equity securities beneficially owned by each director, nominee, Named Executive Officer, and by all directors and officers as a group as of April 24, 1996. All individuals have sole voting and investment power with respect to the shares owned.
AMOUNT AND NATURE OF PERCENT NAME OF INDIVIDUAL TITLE OF CLASS BENEFICIAL OWNERSHIP OF CLASS ------------------ -------------- -------------------- -------- G. Chris Andersen Common Stock 30,517(1) (2) Preferred Stock -0- -- V. Dale Babbitt Common Stock 11,264(1) (2) Preferred Stock 500 (2) Fred C. Humphreys Common Stock 24,350(1) (2) Preferred Stock -0- -- Daniel D. Jackson Common Stock 19,927(1) (2) Preferred Stock -0- -- John S. Simko Common Stock 267,842(1) (2) Preferred Stock -0- -- Robert B. Smith. Jr. Common Stock 10,000(1) (2) Preferred Stock 20,000 (2) Oren G. Shaffer Common Stock 22,625(1) (2) Preferred Stock -0- -- William W. Davis Common Stock 249,838(1) (2) Preferred Stock -0- -- Robert H. Peterson Common Stock 144,559(1) (2) Preferred Stock -0- -- Harry F. Cougher Common Stock 209,425(1) (2) Preferred Stock -0- -- Hoffer Kaback Common Stock 5,000 (2) Preferred Stock -0- -- Douglas K. Stewart Common Stock 5,000 (2) Preferred Stock -0- -- George M. Elvin Common Stock 5,000 (2) Preferred Stock -0- -- All officers and directors Common Stock 1,005,347(3) (2) as a group Preferred Stock 20,500 (2) - ----------------
(1) Includes the following shares subject to purchase pursuant to stock options and warrants exercisable within sixty days: Mr. Andersen, 10,589 shares; Mr. Babbitt, 10,088 shares; Mr. Cougher, 200,300 shares; Mr. Davis, 201,218 shares; Mr. Elvin, 5,000 shares; Mr. Humphreys, 10,000 shares; Mr. Jackson, 18,809 shares; Mr. Kaback, 5,000 shares; Mr. Peterson, 125,750 shares; Mr. Simko, 216,873 shares; Mr. Shaffer, 10,875 shares; Mr. Smith, 10,000 shares and Mr. Stewart, 5,000 shares. (2) Less than 1%. 7 10 (3) Includes 829,502 shares subject to purchase pursuant to stock options and warrants exercisable within 60 days. To the Company's knowledge, based solely on its review of Forms 3, 4 and 5, and amendments thereto, furnished to the Company for the fiscal year ended December 31, 1995 and written representations that no other reports were required for the fiscal year ended December 31, 1995, all Section 16(a) filing requirements applicable to its officers and directors were complied with. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. None 8 -----END PRIVACY-ENHANCED MESSAGE-----