UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 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
Coeur dAlene Mines Corporation
(Name of Subject Company (Issuer) and Filing Person (Offeror))
1.25% Convertible Senior Notes due 2024
(Title of Class of Securities)
192108 AQ1
(CUSIP Number of Class of Securities)
Kelli Kast
General Counsel
Coeur dAlene Mines Corporation
505 Front Avenue, P.O. Box I
Coeur dAlene, Idaho 83816
(208) 667-3511
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of filing person)
With a copy to:
Steven R. Finley
Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, NY 10166
(212) 351-4000
CALCULATION OF FILING FEE
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Transaction Valuation*:
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Amount of Filing Fee**: |
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$1,859,000
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$132.55 |
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Calculated solely for purposes of determining the filing fee. The purchase price of the
1.25% Convertible Senior Notes due 2024 (the Notes), as described herein, is $1,000 per
$1,000 principal amount outstanding. As of December 7, 2010, there was $1,859,000 aggregate
principal amount of Notes outstanding, resulting in an aggregate maximum purchase price of
$1,859,000. |
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The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities
Exchange Act of 1934, as amended, and equals $71.30 for each $1,000,000 of the value of the
transaction. |
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þ
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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. |
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Amount Previously Paid: $132.55
Form or Registration No.: Schedule TO-I (File No. 005-33449)
Filing Party: Coeur dAlene Mines Corporation
Date Filed: December 10, 2010 |
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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:
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third-party tender offer subject to Rule 14d-l. |
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issuer tender offer subject to Rule 13e-4. |
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going-private transaction subject to Rule 13e-3. |
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amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender
offer: þ
If applicable, check the appropriate box(es) below to designate the appropriate rule
provision(s) relied upon:
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
INTRODUCTORY STATEMENT
This Amendment No. 1 (this Amendment No. 1) amends and supplements the Issuer Tender Offer
Statement on Schedule TO (File No. 005-33449) filed with the Securities and Exchange Commission
(the SEC) on December 10, 2010 by Coeur dAlene Mines Corporation, an Idaho corporation (the
Company), pursuant to Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the
Original Schedule TO and, as amended and supplemented by this Amendment No. 1, the Schedule
TO), with respect to the right of each holder of the Companys outstanding 1.25% Convertible
Senior Notes due 2024 (the Securities) to sell and the obligation of the Company to purchase the
Securities pursuant to the Indenture, dated as of January 13, 2004, between the Company and the
Bank of New York Mellon, as trustee, as described in the Companys Put Right Purchase Offer to
Holders of 1.25% Convertible Senior Notes due 2024, dated December 10, 2010 (the Put Right
Purchase Offer), which is attached as an exhibit to the Original Schedule TO.
Items 1 through 9.
The Original Schedule TO and the Put Right Purchase Offer are each hereby amended and
supplemented by adding the following to the Put Right Purchase Offer:
The right of each holder of Securities to sell Securities to the Company as described
in the Put Right Purchase Offer expired at 5:00 p.m., New York City time, on January 14, 2011 (the
Expiration Date). Based on final information provided to the Company by The Bank of New York
Mellon, the trustee and paying agent, $945,000 in aggregate principal amount of the Securities was
validly surrendered for purchase and not withdrawn prior to 5:00 p.m., New York City time, on
January 14, 2011. Accordingly, $945,000 in aggregate principal amount of the Securities will be
purchased by the Company pursuant to the Put Right Purchase Offer. As of the Expiration Date,
approximately $1,859,000 in aggregate principal amount of the Securities was outstanding.
As previously announced, the Company has elected to redeem all of the then outstanding
Securities on January 21, 2011 (the Redemption Date) at a redemption price equal to $1,000 per
$1,000 principal amount of the Notes, plus any accrued and unpaid interest to, but not including,
January 21, 2011, as further described in the Put Right Purchase Offer. As further described in
the Put Right Purchase Offer, pursuant to the terms of and subject to the conditions set forth in
the indenture governing the Securities, holders of Securities may surrender their Securities for
conversion at any time prior to 5:00 p.m. on January 19, 2011.
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