SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED
PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. __)*
Hecla Mining Company
-------------------------------------
(Name of Issuer)
Series B 7% Preferred Stock, par value $0.25 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
422704205
---------------------
(CUSIP Number)
July 25, 2002
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13G
CUSIP NO. 422704205 Page 2 of 11
_____________________________________________________________________________
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Langley Partners, L.P.
_____________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
_____________________________________________________________________________
3 SEC USE ONLY
_____________________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF 5 SOLE VOTING POWER
SHARES 141,300(1)(2)
______________________________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
______________________________________________________________
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 141,300(1)(2)
______________________________________________________________
PERSON 8 SHARED DISPOSITIVE POWER
WITH
1 Langley Partners, L.P. is the record owner of 16,800 shares of Series B 7%
Preferred Stock, par value $0.25 per share (the "Preferred Stock"), of
Hecla Mining Company. Pursuant to Rule 13d-3 of the Securities and Exchange
Act of 1934, each of Langley Management, LLC, Langley Capital, LLC and
Jeffrey Thorp, may be deemed to be the beneficial owner of the 16,800
shares of Preferred Stock held of record by Langley Partners, L.P.
2 Langley Partners, L.P. has the right to acquire 124,500 shares of Preferred
Stock (the "Additional Preferred Stock") through a call option with Lehman
Brothers Inc. The call option is currently comprised of long and short
positions on a basket of securities of a number of companies (the "Other
Securities") in addition to the Additional Preferred Stock of Hecla Mining
Company. The Additional Preferred Stock represents approximately 46% of the
total notional market values of the option components as of September
10, 2002. Langley Partners, L.P. has the right to acquire the Additional
Preferred Stock within sixty (60) days through physical settlement of its
option on such shares. The current exercise price of the option on the
basket of securities is $307,390 (the "Basket Exercise Price") and the
expiration date of the option is August 7, 2003. To the extent that
the components of the basket of securities are modified upon the mutual
consent of Langley Partners, L.P. and Lehman Brothers Inc., the Basket
Exercise Price would be changed. There is no currently determinable
exercise price for the Additional Preferred Stock, as it cannot be
purchased separately from the basket. In order to acquire the Additional
Preferred Stock through the option, Langley Partners, L.P. must
simultaneously settle all of its positions on the Other Securities
and, therefore, acquire the Other Securities at the same time as Langley
Partners, L.P. acquires the Additional Preferred Stock. Unless and until
the Additional Preferred Stock is acquired by Langley Partners, L.P., in
whole or in part, Lehman Brothers Inc. (to the extent it currently owns
such shares) shall remain the record owner of the Additional Preferred
Stock and shall have the right to vote and dispose of such shares of
Additional Preferred Stock. Pursuant to Rule 13d-3 of the Securities and
Exchange Act of 1934, each of Langley Partners, L.P., Langley Management,
LLC, Langley Capital, LLC and Jeffrey Thorp, may be deemed to be the
beneficial owner of the Additional Preferred Stock that Langley Partners,
L.P. has the right to acquire.
SCHEDULE 13G
CUSIP NO. 422704205 Page 3 of 11
_____________________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
141,300(1)(2)
_____________________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
_____________________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.75%
_____________________________________________________________________________
12 TYPE OF REPORTING PERSON
PN
_____________________________________________________________________________
SCHEDULE 13G
CUSIP NO. 422704205 Page 4 of 11
_____________________________________________________________________________
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Langley Management, LLC
_____________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
_____________________________________________________________________________
3 SEC USE ONLY
_____________________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF 5 SOLE VOTING POWER
SHARES 141,300(1)(2)
______________________________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
______________________________________________________________
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 141,300(1)(2)
______________________________________________________________
PERSON 8 SHARED DISPOSITIVE POWER
WITH
_____________________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
141,300(1)(2)
_____________________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
_____________________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.75%
_____________________________________________________________________________
12 TYPE OF REPORTING PERSON
OO
_____________________________________________________________________________
SCHEDULE 13G
CUSIP NO. 422704205 Page 5 of 11
_____________________________________________________________________________
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Langley Capital, LLC
_____________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
_____________________________________________________________________________
3 SEC USE ONLY
_____________________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF 5 SOLE VOTING POWER
SHARES 141,300(1)(2)
______________________________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
______________________________________________________________
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 141,300(1)(2)
______________________________________________________________
PERSON 8 SHARED DISPOSITIVE POWER
WITH
_____________________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
141,300(1)(2)
_____________________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
_____________________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.75%
_____________________________________________________________________________
12 TYPE OF REPORTING PERSON
OO
_____________________________________________________________________________
SCHEDULE 13G
CUSIP NO. 422704205 Page 6 of 11
_____________________________________________________________________________
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Jeffrey Thorp
_____________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
_____________________________________________________________________________
3 SEC USE ONLY
_____________________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
_____________________________________________________________________________
NUMBER OF 5 SOLE VOTING POWER
SHARES 141,300(1)(2)
______________________________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
______________________________________________________________
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 141,300(1)(2)
______________________________________________________________
PERSON 8 SHARED DISPOSITIVE POWER
WITH
_____________________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
141,300(1)(2)
_____________________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
_____________________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.75%
_____________________________________________________________________________
12 TYPE OF REPORTING PERSON
IN
_____________________________________________________________________________
SCHEDULE 13G
CUSIP NO. 422704205 Page 7 of 11
Item 1(a). Name of Issuer:
Hecla Mining Company (the "Company").
Item 1(b). Address of Issuer's Principal Executive Offices:
6500 Mineral Drive, Suite 200
Coeur d'Alene, Idaho 83815-8788
Items 2(a),
(b) and (c). Name of Persons Filing, Address of Principal Business Office and
Citizenship:
This Schedule 13G is being filed on behalf of (i) Langley Partners,
L.P., a Delaware limited partnership ("Langley L.P."), (ii) Langley
Management, LLC, a Delaware limited liability company and a general
partner of Langley L.P., (iii) Langley Capital, LLC, a Delaware
limited liability company and a general partner of Langley L.P., and
(iv) Jeffrey Thorp, an individual who is a U.S. citizen and the
managing member of Langley Management, LLC and Langley Capital, LLC
("Thorp," together with Langley L.P., Langley Management, LLC and
Langley Capital, LLC, collectively, the "Reporting Persons"). The
principal business office of each of the Reporting Persons is 535
Madison Avenue, 7th Floor, New York, NY 10022.
Item 2(d). Title of Class of Securities:
Series B 7% Preferred Stock, par value $0.25 per share, of the
Company (the "Preferred Stock").
Item 2(e). CUSIP Number:
422704205
Item 3. Not applicable.
Item 4. Ownership.
(a) Amount beneficially owned:
141,300 shares of Preferred Stock(1)(2)
(b) Percent of class:
18.75% of the total outstanding shares of Preferred Stock. This
percentage is based upon the 753,402 shares of Preferred Stock
outstanding on July 25, 2002, after the completion of the
Company's tender offer to holders of Preferred Stock to exchange
each share of their
SCHEDULE 13G
CUSIP NO. 422704205 Page 8 of 11
shares of Preferred Stock for seven shares of the Company's
common stock, par value $0.25 per share.
(c) Number of shares to which such person has:
(i) Sole power to vote or direct the vote: 141,300(1)(2)
(ii) Shared power to vote or direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of:
141,300 (1)(2)
(iv) Shared power to dispose of or direct the disposition of: 0
Langley L.P. beneficially owns, and Langley Management, LLC,
Langley Capital, LLC and Thorp may be deemed to beneficially
own, an aggregate of 141,300 shares of the Preferred Stock.
Because Langley Management, LLC and Langley Capital, LLC are the
general partners of Langley L.P. and (i) Thorp holds a 99.9%
membership interest in Langley Management, LLC and is the sole
manager thereof; and (ii) Thorp is the sole member and manager
of Langley Capital, LLC, each of Langley Management, LLC,
Langley Capital, LLC and Thorp are considered to share the power
to vote or direct the vote of, and the power to dispose or
direct the disposition of, the shares of Preferred Stock which
Langley L.P. beneficially owns. This statement on Schedule 13G
shall not be construed as an admission that each of the
Reporting Persons is the beneficial owner of the Preferred Stock
covered by such statement.
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported By the Parent Holding Company.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of a Group.
Not Applicable.
Item 10. Certification.
SCHEDULE 13G
CUSIP NO. 422704205 Page 9 of 11
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in
any transaction having that purpose or effect.
SCHEDULE 13G
CUSIP NO. 422704205 Page 10 of 11
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: September 12, 2002
LANGLEY PARTNERS, L.P.
By: LANGLEY MANAGEMENT, LLC,
as General Partner
By:/s/Jeffrey Thorp
-----------------------------
Jeffrey Thorp, Manager
By: LANGLEY CAPITAL, LLC,
as General Partner
By:/s/Jeffrey Thorp
-----------------------------
Jeffrey Thorp, Manager
LANGLEY MANAGEMENT, LLC
By:/s/Jeffrey Thorp
---------------------------------
Jeffrey Thorp, Manager
LANGLEY CAPITAL, LLC
By:/s/Jeffrey Thorp
---------------------------------
Jeffrey Thorp, Manager
/s/Jeffrey Thorp
------------------------------------
Jeffrey Thorp
SCHEDULE 13G
CUSIP NO. 422704205
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934,
as amended, the undersigned agree to the joint filing on behalf of each of them
of a statement on Schedule 13G (including amendments thereto) with respect to
141,300 shares of Series B 7% Preferred Stock, par value $0.25 per share, of
Hecla Mining Company, and further agree that this Joint Filing Agreement shall
be included as an exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the
timely filing of such Schedule 13G and any amendments thereto, and for the
completeness and accuracy of the information concerning such party contained
therein; provided, however, that no party is responsible for the completeness or
accuracy of the information concerning any other party making the filing, unless
such party knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement
on September 12, 2002.
LANGLEY PARTNERS, L.P.
By: LANGLEY MANAGEMENT, LLC,
as General Partner
By:/s/Jeffrey Thorp
-----------------------------
Jeffrey Thorp, Manager
By: LANGLEY CAPITAL, LLC,
as General Partner
By:/s/Jeffrey Thorp
-----------------------------
Jeffrey Thorp, Manager
LANGLEY MANAGEMENT, LLC
By:/s/Jeffrey Thorp
---------------------------------
Jeffrey Thorp, Manager
LANGLEY CAPITAL, LLC
By:/s/Jeffrey Thorp
---------------------------------
Jeffrey Thorp, Manager
/s/ Jeffrey Thorp
------------------------------------
Jeffrey Thorp