-----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, I1j/5e+EjvX6QdHYDTEEgxxzQGYDeAgZJC/lLt+OHGTJ+zCEezzxGmcB4/XFkyiA fwCgQb7wCQ2+oGitZW1gHg== 0000950134-02-001946.txt : 20020415 0000950134-02-001946.hdr.sgml : 20020415 ACCESSION NUMBER: 0000950134-02-001946 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020306 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Other events ITEM INFORMATION: Resignations of registrant's directors ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020311 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUNSHINE MINING & REFINING CO CENTRAL INDEX KEY: 0000833376 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 752231378 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10012 FILM NUMBER: 02571322 BUSINESS ADDRESS: STREET 1: 5956 SHERRY LN STREET 2: STE 1621 CITY: DALLAS STATE: TX ZIP: 75225 BUSINESS PHONE: 2142651377 MAIL ADDRESS: STREET 1: 5956 SHERRY LN STREET 2: STE 1621 CITY: DALLAS STATE: TX ZIP: 75225 FORMER COMPANY: FORMER CONFORMED NAME: SUNSHINE HOLDINGS INC DATE OF NAME CHANGE: 19880915 FORMER COMPANY: FORMER CONFORMED NAME: SUNSHINE MINING CO /DE DATE OF NAME CHANGE: 19920703 8-K 1 d94877e8-k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 - -------------------------------------------------------------------------------- Date of Report (Date of earliest event reported) March 6, 2002 Sunshine Refining and Mining Company (Exact name of registrant as specified in its charter) Delaware 1-10012 75-2231378 (State or other jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 5956 Sherry Lane, Suite 1621, Dallas, Texas 75225 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 214-265-1377 (Former name or former address, if changed since last report) -1- ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On March 7 and 8, 2002, Elliott International, L.P., The Liverpool Limited Partnership, Stonehill Institutional Partners, L.P. and Stonehill Offshore Partners Limited (together the "Holders") each have exercised their Call Options under the Call Option Agreement entered into as of February 5, 2001 in connection with the Company's emergence from bankruptcy. Pursuant to the Call Options, the Holders purchased 100% of Sunshine Argentina, Inc. (which owns the Pirquitas silver mine in Argentina subject to a mortgage under the secured credit facility) by tendering shares of the Company's Common Stock having a value of $1,000,000 based on the last quoted bid price on the day preceding the date of the purchase. The Pirquitas Mine was one of the Company's principal assets. A copy of the Company's press release announcing this transaction, the Company's default under its secured credit facility and the resignation of four of its five directors is attached hereto as Exhibit 99.1 and is incorporated herein by reference. ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE. During 2001, affiliates of the Holders (the "Lenders") entered into a secured credit facility with Sunshine Argentina, Inc. that has been the Company's only source of working capital, other than asset disposals, for more than the last 12 months. As of October 3, 2001, the Company had borrowed the full $6.5 million commitment under the secured credit facility. Subsequently, the Lenders agreed to advance approximately $900 thousand of an optional $1.5 million credit facility amount. The Company is in default under the secured credit facility. The future activity of the Company and its remaining subsidiaries likely will be limited to preservation and realization of any remaining assets. No proceeds will be available to the Company or its subsidiaries outside of the Lenders' discretion until they have been paid in full. The Company does not have the resources to prepare its financial statements and make filings with the Securities and Exchange Commission and, therefore, will not make such filings unless its financial circumstances improve, which the Company believes is unlikely. ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS. John S. Simko, George M. Elvin, Charles C. Reardon and Arnold Kastenbaum resigned as directors effective March 6, 2002. Mr. Simko also resigned as president and has been succeeded in that role by the Company's sole remaining director, Keith McCandlish. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. EXHIBIT DESIGNATION DESCRIPTION OF EXHIBIT 99.1 Press Release issued by the Company on March 8, 2002. -2- 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 hereunto duly authorized. Dated March 8, 2002. SUNSHINE MINING AND REFINING COMPANY By: /s/ M. Michael Owens -------------------------------------- M. Michael Owens, Vice President of Finance -3- EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION ------- ----------- 99.1 Press Release issued by the Company on March 8, 2002.
EX-99.1 3 d94877ex99-1.txt PRESS RELEASE EXHIBIT 99.1 NEWS RELEASE SUNSHINE MINING AND REFINING COMPANY FOR IMMEDIATE RELEASE CONTACT: MIKE OWENS (214) 265-1377 SUNSHINE MINING ANNOUNCES DIRECTOR RESIGNATIONS AND SALE OF SUBSIDIARY DALLAS, TEXAS, March 8, 2002 - Sunshine Mining and Refining Company (SSMR-OTCBB) announced today that four of its five directors have resigned effective March 6, 2002. Due to continued depressed silver prices, the Company is going into a period of limited activity. John Simko has resigned as president and has been succeeded in that role by the Company's sole remaining director, Keith McCandlish. Mr. McCandlish will not devote a substantial amount of his time to the Company's affairs. The Company's remaining officers and employees are being terminated during the month of March due to insufficient funding. Certain former employees are expected to provide the Company limited services on a consulting basis following their termination of employment. During 2001, affiliates of Elliott Associates, L.P. and Stonehill Capital Management LLC (the "Lenders") entered into a secured credit facility with Sunshine Argentina, Inc. that has been the Company's only source of working capital, other than asset disposals, for more than the last 12 months. As of October 3, 2001, the Company had borrowed the full $6.5 million commitment under the secured credit facility. Subsequently, the Lenders agreed to advance approximately $900 thousand of an optional $1.5 million credit facility amount. The Company is in default under the secured credit facility. The future activity of the Company and its remaining subsidiaries likely will be limited to preservation and realization of any remaining assets. No proceeds will be available to the Company or its subsidiaries outside of the Lenders' discretion until they have been paid in full. The Company does not expect the Lenders to recover the full amount due under the loan. The Lenders have advised the Company that they do not plan to make additional funds available to the Company except with regard to certain payments in connection with the protection or realization of their collateral and certain wind down activities. Elliott International, L.P., The Liverpool Limited Partnership, Stonehill Institutional Partners, L.P. and Stonehill Offshore Partners Limited (together the "Holders") each have exercised their Call Options under the Call Option Agreement entered into as of February 5, 2001 in connection with the Company's emergence from bankruptcy. Pursuant to the Call Options, the Holders purchased 100% of the stock of Sunshine Argentina, Inc. (which owns the Pirquitas silver mine in Argentina subject to a mortgage under the secured credit facility) by tendering shares of the Company's common stock having a value of $1,000,000 based on the last quoted bid price on the day preceding the date of the purchase. The Pirquitas mine was one of the Company's principal assets. The Company does not have the resources to prepare its financial statements and make filings with the Securities and Exchange Commission and, therefore, will not make such filings unless its financial circumstances improve, which the Company believes is unlikely. # # # # -----END PRIVACY-ENHANCED MESSAGE-----