SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
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(RULE 14d-100)
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TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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HECLA MINING COMPANY
(Name of Subject Company)
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HECLA MINING COMPANY
(Issuer and Offeror)
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SERIES B CUMULATIVE CONVERTIBLE PREFERRED STOCK
(Title of Class of Securities)
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422704205
(CUSIP Number of Class of Securities)
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MICHAEL B. WHITE
HECLA MINING COMPANY
6500 N. MINERAL DRIVE, SUITE 200
COEUR D'ALENE, IDAHO 83815-9408
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)
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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
[X] 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.
2004-01
[HECLA LOGO] NEWS RELEASE
HECLA ANNOUNCES EXCHANGE OFFER FOR PREFERRED B SHARES
FOR IMMEDIATE RELEASE
January 9, 2004
COEUR D'ALENE, IDAHO -- Hecla Mining Company (NYSE:HL & HL-PrB) today
announced its intent to offer $66.00 in value of Hecla Common stock, not to
exceed 8.25 common shares, in exchange for each share of Hecla's Series B
Cumulative Convertible Preferred stock. The $66.00 in value of Common stock
represents a 12% premium over today's $59.00 preferred share closing price and a
6% premium over the current redemption price for the Preferred stock. If all
464,777 remaining outstanding preferred shares were exchanged at this price (and
without considering fractional shares which would be paid for in cash), Hecla
would issue approximately 3,454,000 common shares, representing approximately
2.9 percent of shares outstanding.
The exact number of common shares to be exchanged for each share of
Preferred stock will be determined by dividing $66.00 by the volume weighted
average price for Hecla Common stock on the NYSE for the five trading days
ending two trading days prior to the expiration date of the exchange offer (but
not to exceed 8.25 common shares). At the volume weighted average price for
Hecla Common stock for the five days ending today of $8.88 per share, 7.43
common shares would be exchanged for each share of Preferred stock. Hecla will
announce the exchange ratio at the end of the five-day pricing period.
Hecla's Chief Executive Officer Phillips S. Baker, Jr., said, "With the
excellent performance of Hecla and its Common stock, now is a great opportunity
for our preferred shareholders to realize both the face value of the preferred
plus the past unpaid dividends, and participate in any future increase in the
value of the Common stock. Our common shareholders also benefit as this action
eliminates the split capital structure and the impact of past and future
dividends. Following the completion of the exchange offer, we will also evaluate
exercising our right to redeem any remaining preferred shares at the redemption
price, which is currently $62.25 per share."
The exchange offer will be open for 20 business days from the time the
final offer document has been mailed to preferred shareholders, which is
expected to occur within the next few days.
Hecla Mining Company, headquartered in Coeur d'Alene, Idaho, mines and
processes silver and gold in the United States, Venezuela and Mexico. A
112-year-old 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. At the time
the offer is commenced, Hecla Mining Company will file a Tender Offer Statement
with the U.S. Securities and Exchange Commission. The Tender Offer Statement
(including the Offering Circular attached as an exhibit thereto, a related
Letter of Transmittal and other offer documents) will contain important
information which should be read carefully before any decision is made with
respect to the offer. The Offering Circular, the related Letter of Transmittal
and certain other offer documents will be made available to all holders of the
Series B Cumulative Convertible Preferred Stock at no expense to them. The
Tender Offer Statement (including the Offering Circular, the related Letter of
Transmittal and all other offer documents filed with the Securities and Exchange
Commission) will also be available for free at the Securities and Exchange
Commission's web site at www.sec.gov.
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
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