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
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(Exact name of Registrant as specified in its charter)
Idaho 1-8641 82-0109423
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(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
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(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
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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.
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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,
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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).
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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.
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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
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(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
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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.
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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
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(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.
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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.
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(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.
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Not applicable.
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