-----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, VbpLG0GxGLT4x9NeyYs3qzQoNCCCYwatW2o/HtjsolFuMhz/KQNLYz3ANAVd1Fz+ 4c7NsP9HKOgXl3cZEYQzoA== 0000897101-04-000342.txt : 20040219 0000897101-04-000342.hdr.sgml : 20040219 20040218190339 ACCESSION NUMBER: 0000897101-04-000342 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040219 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: 04614328 BUSINESS ADDRESS: STREET 1: 6500 N MINERAL DRIVE SUITE 200 STREET 2: NONE CITY: COEUR D'ALENE STATE: ID ZIP: 83815-9408 BUSINESS PHONE: 2087694100 MAIL ADDRESS: STREET 1: 6500 N MINERAL DRIVE SUITE 200 STREET 2: NONE CITY: COEUR D'ALENE STATE: ID ZIP: 83815-9408 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 N MINERAL DRIVE SUITE 200 STREET 2: NONE CITY: COEUR D'ALENE STATE: ID ZIP: 83815-9408 BUSINESS PHONE: 2087694100 MAIL ADDRESS: STREET 1: 6500 N MINERAL DRIVE SUITE 200 STREET 2: NONE CITY: COEUR D'ALENE STATE: ID ZIP: 83815-9408 SC TO-I/A 1 hecla040862-toa3.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------- AMENDMENT NO. 3 TO SCHEDULE TO ========================= (RULE 14D-100) ------------------------- TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ========================= 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 N. MINERAL DRIVE #200 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 [_] 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: [_] AMENDED TENDER OFFER This Amendment No. 3 further amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on January 16, 2004 as previously amended by Hecla Mining Company, a Delaware corporation, pursuant to Section 13(e) of the Securities Exchange Act of 1934, in connection with its offer of up to 8.25 shares of common stock in exchange for each of Hecla's 464,777 currently outstanding shares of Series B Cumulative Convertible Preferred Stock, upon the terms and subject to the conditions set forth in the Offering Circular, dated January 16, 2004 (the "Offering Circular"), and in the related Letter of Transmittal. Terms defined in the Offering Circular shall have the same meaning in this Amended Statement. To the extent this Amended Statement contains information not contained in the Offering Circular, the information herein amends the Offering Circular. The Offering Circular, as amended hereby, and the Letter of Transmittal, as they may be further amended or supplemented, together constitute the "Offer." On February 18, 2004, Hecla Mining Company announced the Average Common Share Price is $8.32, resulting in an exchange ratio of 7.94 shares of Hecla Common Stock for each share of Hecla Preferred Stock. The information contained in Exhibit (a)(7) is incorporated herein by reference. ITEM 12. EXHIBITS (a)(7) Press Release, dated February 18, 2004 1 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amended Statement is true, complete and correct. HECLA MINING COMPANY /s/ Phillips S. Baker, Jr. ------------------------------------- PHILLIPS S. BAKER, JR. PRESIDENT AND CHIEF EXECUTIVE OFFICER February 18, 2004 2 EX-12.A7 3 hecla040862-exa7.txt Exhibit (a)(7) 2004-03 [HECLA LOGO] NEWS RELEASE HECLA ANNOUNCES RATIO FOR PREFERRED B SHARE EXCHANGE OFFER FOR IMMEDIATE RELEASE February 18, 2004 COEUR D'ALENE, IDAHO -- Hecla Mining Company (HL:NYSE) today announced that the exchange ratio for its Preferred B exchange offer is 7.94 shares of Hecla Common stock for each share of Hecla Series B Cumulative Convertible Preferred stock properly tendered in accordance with the exchange offer. The ratio was determined by dividing $66.00 by the volume weighted average price for Hecla Common stock on the New York Stock Exchange for the five trading days ending today, February 18, 2004. The expiration of the offer is 12:00 Midnight, New York City time, on Friday, February 20, 2004. The exchange offer document is available in the Investor Relations section of the Hecla Mining Company website, accessible at www.hecla-mining.com. If all 464,777 remaining outstanding preferred shares were exchanged at this ratio (without considering fractional shares, which will be paid for in cash), Hecla would issue approximately 3.7 million common shares, representing approximately 3% of common shares outstanding, post-exchange. Hecla's Chief Executive Officer Phillips S. Baker, Jr., said, "We encourage preferred shareholders to exchange their shares and participate in any future increases in the value of the Common stock. Following the completion of the exchange offer, we will also evaluate exercising our right to redeem any remaining preferred shares at the redemption price of $50 per preferred share plus accrued dividends." Hecla Mining Company, headquartered in Coeur d'Alene, Idaho, mines and processes silver and gold in the United States, Venezuela and Mexico. A 113-year-old 6500 N Mineral Drive, Suite 200 o Coeur d'Alene, Idaho 83815-9408 o 208/769-4100 o FAX 208/769-7612 company, Hecla has long been well known in the mining world and financial markets as a quality silver and gold producer. Hecla's common and preferred shares are traded on the New York Stock Exchange under the symbols HL and HL-PrB. NOTICE This announcement is neither an offer to purchase nor a solicitation of an offer to sell common or preferred stock of Hecla Mining Company. Hecla Mining Company has filed a Tender Offer Statement with the U.S. Securities and Exchange Commission. The Tender Offer Statement (as amended, and including the Offering Circular attached as an exhibit thereto, a related Letter of Transmittal and other offer documents) contains important information, which should be read carefully before any decision is made with respect to the offer. Such documents are available free of charge at www.sec.gov and www.hecla-mining.com Contact: Vicki 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 N Mineral Drive, Suite 200 o Coeur d'Alene, Idaho 83815-9408 o 208/769-4100 o FAX 208/769-7612 -----END PRIVACY-ENHANCED MESSAGE-----