0001102624-11-000606.txt : 20110927 0001102624-11-000606.hdr.sgml : 20110927 20110927160056 ACCESSION NUMBER: 0001102624-11-000606 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110927 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110927 DATE AS OF CHANGE: 20110927 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STILLWATER MINING CO /DE/ CENTRAL INDEX KEY: 0000931948 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS METAL ORES [1090] IRS NUMBER: 810480654 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13053 FILM NUMBER: 111109715 BUSINESS ADDRESS: STREET 1: 1321 DISCOVERY DRIVE CITY: BILLINGS STATE: MT ZIP: 59102 BUSINESS PHONE: 406.373.8700 MAIL ADDRESS: STREET 1: 1321 DISCOVERY DRIVE CITY: BILLINGS STATE: MT ZIP: 59102 8-K 1 stillwater8k.htm STILLWATER MINING COMPANY 8-K stillwater8k.htm
 
 
 
UNITED STATES
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: September 27, 2011
(Date of earliest event reported: September 26, 2011)
 
Stillwater Mining Company
(Exact name of registrant as specified in its charter)
 
DE
(State or other jurisdiction
of incorporation)
001-13053
(Commission File
Number)
81-0480654
(IRS Employer
Identification Number)
 
1321 Discovery Drive, Billings, Montana
(Address of principal executive offices)
  
59102
(Zip Code)
 
(406) 373-8700
(Registrant's telephone number, including area code)
 
Not Applicable
(Former Name or Former Address, if changed since last report)

 

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
 
  o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
  o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
  o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
  o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
 
 
 
Item 7.01. Regulation FD Disclosure
 
Stillwater Mining Company (the "Company") announced on September 26, 2011 that it has withdrawn its previously announced proposed offering of senior notes due to unfavorable market conditions.
 
Commenting on this decision, Francis R. McAllister, the Company's Chairman and CEO, observed, "The dramatic deterioration of the capital markets during the past week has led us to conclude that it would not be in the best interests of our shareholders to complete a financing under the terms currently available. We have ample cash liquidity available, in addition to our strong cash flow, to fully fund the approximately $165 million net cash portion of the Peregrine transaction, provide for our working capital needs and fund near term capital requirements. Cash generation this year has been good, and as of the end of the second quarter the Company had total available cash and short-term investments on hand of $255 million. To date, the Company has continued to build cash during the third quarter. We will continue to monitor the range of long term capital alternatives and may, when market conditions are reasonable, return to the market."
 
A copy of the press release is hereby furnished (not filed).
 
Item 9.01. Financial Statements and Exhibits
 
(a) Financial statements:
            None
(b) Pro forma financial information:
            None
(c) Shell company transactions:
            None
(d) Exhibits
            99.1     Press Release of Stillwater Mining Company dated September 26, 2011
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
SIGNATURE
 
      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: September 27, 2011
STILLWATER MINING COMPANY
By:  /s/ Brent R. Wadman                                        
     Brent R. Wadman
     Corporate Secretary
 
 
 
 
 
 
 
 
 
 
 
 
Exhibit Index
Exhibit No.
Description
 
Press Release of Stillwater Mining Company dated September 26, 2011
 
 
 
 
 
 
 
 
 
 
 
 EX-99.1 2 exh99_1.htm EXHIBIT 99.1 exh99_1.htm
 
 99.1 Press Release of Stillwater Mining Company dated September 26, 2011
 
Stillwater Mining Company Withdraws Offering of Senior Notes Due to Market Conditions
 
STILLWATER MINING COMPANY (NYSE: SWC) (TSX: SWC.U) (the "Company") announced today that it has withdrawn its previously announced proposed offering of senior notes due to unfavorable market conditions.
 
Commenting on this decision, Francis R. McAllister, the Company's Chairman and CEO, observed, "The dramatic deterioration of the capital markets during the past week has led us to conclude that it would not be in the best interests of our shareholders to complete a financing under the terms currently available. We have ample cash liquidity available, in addition to our strong cash flow, to fully fund the approximately $165 million net cash portion of the Peregrine transaction, provide for our working capital needs and fund near term capital requirements. Cash generation this year has been good, and as of the end of the second quarter the Company had total available cash and short-term investments on hand of $255 million. To date, the Company has continued to build cash during the third quarter. We will continue to monitor the range of long term capital alternatives and may, when market conditions are reasonable, return to the market."
 
This press release does not and will not constitute an offer to sell or the solicitation of an offer to buy any securities. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act. Any offers of securities will be made only by means of a private offering memorandum.
 
About Stillwater
 
Stillwater Mining Company is the only U.S. producer of palladium and platinum and is the largest primary producer of platinum group metals outside of South Africa and the Russian Federation. The Company's shares are traded on the New York Stock Exchange under the symbol SWC and on the Toronto Stock Exchange under the symbol SWC.U. Information on Stillwater Mining can be found at its Web site: www.stillwatermining.com.
 

 
Forward-Looking Statements
 
This release contains "forward-looking statements" within the meaning of the federal securities laws. These statements may contain words such as "desires," "believes," "anticipates," "plans," "expects," "intends," "estimates" or similar expressions. These statements are not guarantees of the Company's future performance and are subject to risks, uncertainties and other important factors that could cause its actual performance or achievements to differ materially from those expressed or implied by these forward-looking statements. Such statements include, but are not limited to, comments regarding whether the Company will offer the Notes or consummate the sale of the Notes, the resource potential of undeveloped mining areas, the timing and cost of future development efforts and the Company's potential future growth profile. Additional information regarding factors that could cause results to differ materially from management's expectations is found in the section entitled "Risk Factors" in the Company's 2010 Annual Report on Form 10-K, in the Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 and in Exhibit 99.2 to the Company's Report on Form 8-K filed on September 19, 2011. Investors are cautioned not to rely on forward-looking statements. The Company disclaims any obligation to update forward-looking statements.