-----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, LPEhF/SAM5A5UJbpggDAbhaWuwrzM91AAclAXUOczU+BhsfsPFW/CmjSGHmCL//7 ltdhUzH/VK/17tTGSrashQ== 0000897101-02-000506.txt : 20020726 0000897101-02-000506.hdr.sgml : 20020726 20020726162624 ACCESSION NUMBER: 0000897101-02-000506 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020726 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HECLA MINING CO/DE/ CENTRAL INDEX KEY: 0000719413 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 820126240 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35201 FILM NUMBER: 02712242 BUSINESS ADDRESS: STREET 1: 6500 MINERAL DRIVE STREET 2: NONE CITY: COEUR D'ALENE STATE: ID ZIP: 83815-8788 BUSINESS PHONE: 2087694100 MAIL ADDRESS: STREET 1: 6500 MINERAL DRIVE STREET 2: NONE CITY: COEUR D'ALENE STATE: ID ZIP: 83815-8788 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HECLA MINING CO/DE/ CENTRAL INDEX KEY: 0000719413 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 820126240 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 6500 MINERAL DRIVE STREET 2: NONE CITY: COEUR D'ALENE STATE: ID ZIP: 83815-8788 BUSINESS PHONE: 2087694100 MAIL ADDRESS: STREET 1: 6500 MINERAL DRIVE STREET 2: NONE CITY: COEUR D'ALENE STATE: ID ZIP: 83815-8788 SC TO-I/A 1 hecla023446_toi-a.txt HECLA MINING COMPANY SCHEDULE TO-I/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- SCHEDULE TO ====================== (RULE 14D-100) ---------------------- TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 3 ====================== HECLA MINING COMPANY (Name of Subject Company) ---------------------- HECLA MINING COMPANY (Issuer and Offeror) ====================== SERIES B CUMULATIVE CONVERTIBLE PREFERRED STOCK (Title of Class of Securities) ---------------------- 422704205 (CUSIP Number of Class of Securities) ---------------------- MICHAEL B. WHITE HECLA MINING COMPANY 6500 MINERAL DRIVE COEUR D'ALENE, IDAHO 83815-8788 Telephone: (208) 769-4110 Facsimile: (208) 769-7612 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) ---------------------- COPIES TO: JOHN H. BITNER BELL, BOYD & LLOYD LLC 70 WEST MADISON STREET, SUITE 3300 CHICAGO, ILLINOIS 60602 Telephone: (312) 807-4306 Facsimile: (312) 827-8048 CALCULATION OF FILING FEE ================================================================================ Transaction Valuation* Amount of Filing Fee - -------------------------------------------------------------------------------- $61,640,000 $12,328 ================================================================================ * ESTIMATED FOR PURPOSES OF CALCULATING THE AMOUNT OF THE FILING FEE ONLY. THE AMOUNT ASSUMES THE EXCHANGE OF ALL OUTSTANDING SHARES OF SERIES B CUMULATIVE CONVERTIBLE PREFERRED STOCK FOR SHARES OF COMMON STOCK OF HECLA MINING COMPANY. IF ALL PREFERRED STOCK IS EXCHANGED, HECLA WOULD ISSUE AN AGGREGATE OF 16,100,000 SHARES OF ITS COMMON STOCK. BASED ON THE JUNE 17, 2002 AVERAGE OF THE REPORTED HIGH AND LOW PRICE OF HECLA SERIES B CUMULATIVE CONVERTIBLE PREFERRED STOCK ON THE NEW YORK STOCK EXCHANGE, THE TRANSACTION VALUE IS $61,640,000. THE AMOUNT OF THE FILING FEE, CALCULATED IN ACCORDANCE WITH RULE 0-11 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, EQUALS 1/50TH OF ONE PERCENT OF THE TRANSACTION VALUE. [X] CHECK THE BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE 0-11(a)(2) AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS PREVIOUSLY PAID. IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER, OR THE FORM OR SCHEDULE AND THE DATE OF ITS FILING. Amount Previously Paid: $12,328 Filing Party: Hecla Mining Company -------- -------------------- Form or Registration No.: Schedule TO Date Filed: June 24, 2002 ------------ ------------- [ ] CHECK THE BOX IF THE FILING RELATES SOLELY TO PRELIMINARY COMMUNICATIONS MADE BEFORE THE COMMENCEMENT OF A TENDER OFFER. Check the appropriate boxes below to designate any transactions to which the statement relates: [ ] THIRD-PARTY TENDER OFFER SUBJECT TO RULE 14d-1. [X] ISSUER TENDER OFFER SUBJECT TO RULE 13e-4. [ ] GOING PRIVATE TRANSACTION SUBJECT TO RULE 13e-3. [ ] AMENDMENT TO SCHEDULE 13d UNDER RULE 13d-2. Check the following box if the filing is a final amendment reporting the results of a tender offer: [ ] 2 This Amendment No. 3 further amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on June 24, 2002 as previously amended (the "Schedule TO") by Hecla Mining Company, a Delaware corporation, in connection with its offer of 7 shares of common stock, par value $0.25 per share, of Hecla in exchange for each of Hecla's 2,300,000 currently outstanding shares of Series B Cumulative Convertible Preferred Stock, par value $0.25 per share upon the terms and subject to the conditions set forth in the Offering Circular, dated June 24, 2002 and in the related Letter of Transmittal, which together, as each may be amended or supplemented from time to time, constitute the "Offer" and which are appended to and filed with the Schedule TO as Exhibits (a)(1) and (a)(2), respectively. Hecla Mining Company reported preliminary results of the Exchange Offer and will accept all properly tendered preferred shares. The information contained in Exhibit (a)(9) is incorporated herein by reference. ITEM 12. EXHIBITS (a)(9) Press Release, dated July 26, 2002 SIGNATURE After due 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. HECLA MINING COMPANY /S/ PHILLIPS S. BAKER, JR. --------------------------- PHILLIPS S. BAKER, JR. PRESIDENT July 26, 2002 3 EXHIBIT INDEX (a)(9) Press Release, dated July 26, 2002 4 EX-99.A.9 3 hecla023446_ex99-a9.txt PRESS RELEASE Exhibit (a)(9) 2002-18 NEWS RELEASE [LOGO] HECLA MINING COMPANY HECLA ANNOUNCES PRELIMINARY RESULTS OF EXCHANGE OFFER FOR PREFERRED STOCK FOR IMMEDIATE RELEASE July 26, 2002 COEUR D'ALENE, IDAHO -- Hecla Mining Company (HL & HLPrB: NYSE) today announced the preliminary results of its offer to holders of its Series B Cumulative Convertible Preferred stock to exchange each of their preferred shares for 7 shares of Hecla common stock. The offer expired at 5:00 p.m., New York City time, on July 25, 2002. Based on a preliminary count, approximately 1.55 million shares were tendered and not withdrawn, of which approximately 18,000 were tendered pursuant to notices of guaranteed delivery. Hecla will accept all of the properly tendered shares. Delivery of shares of Hecla common stock in exchange for accepted shares will be made over the next few days by American Stock Transfer & Trust Company, the Exchange Agent. Hecla commenced the offer on June 24, 2002, at which time there were 2.3 million shares of Series B Cumulative Convertible Preferred stock issued and outstanding. As a result of the completion of the exchange offer, Hecla expects to have approximately 745,000 shares of Series B Cumulative Convertible Preferred stock issued and outstanding as of the time immediately following issuance of the exchanged shares. As a result of the exchange, the outstanding shares of common stock will increase from approximately 75 million to approximately 86 million. Hecla Mining Company, headquartered in Coeur d'Alene, Idaho, mines and processes silver and gold in the United States, Venezuela and Mexico. A 111-year-old company, Hecla has long been well known in the mining world and financial markets as a quality producer of silver and gold. Contact: Vicki J. Veltkamp, vice president - investor and public relations, 208/769-4144 Hecla's Home Page can be accessed on the Internet at: http://www.hecla-mining.com 6500 Mineral Drive, Suite 200 * Coeur d'Alene, Idaho 83815-8788 * 208/769-4100 * FAX 208/769-7612 -----END PRIVACY-ENHANCED MESSAGE-----