8-K 1 d94877e8-k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 -------------------------------------------------------------------------------- Date of Report (Date of earliest event reported) March 6, 2002 Sunshine Refining and Mining Company (Exact name of registrant as specified in its charter) Delaware 1-10012 75-2231378 (State or other jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 5956 Sherry Lane, Suite 1621, Dallas, Texas 75225 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 214-265-1377 (Former name or former address, if changed since last report) -1- ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On March 7 and 8, 2002, Elliott International, L.P., The Liverpool Limited Partnership, Stonehill Institutional Partners, L.P. and Stonehill Offshore Partners Limited (together the "Holders") each have exercised their Call Options under the Call Option Agreement entered into as of February 5, 2001 in connection with the Company's emergence from bankruptcy. Pursuant to the Call Options, the Holders purchased 100% of Sunshine Argentina, Inc. (which owns the Pirquitas silver mine in Argentina subject to a mortgage under the secured credit facility) by tendering shares of the Company's Common Stock having a value of $1,000,000 based on the last quoted bid price on the day preceding the date of the purchase. The Pirquitas Mine was one of the Company's principal assets. A copy of the Company's press release announcing this transaction, the Company's default under its secured credit facility and the resignation of four of its five directors is attached hereto as Exhibit 99.1 and is incorporated herein by reference. ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE. During 2001, affiliates of the Holders (the "Lenders") entered into a secured credit facility with Sunshine Argentina, Inc. that has been the Company's only source of working capital, other than asset disposals, for more than the last 12 months. As of October 3, 2001, the Company had borrowed the full $6.5 million commitment under the secured credit facility. Subsequently, the Lenders agreed to advance approximately $900 thousand of an optional $1.5 million credit facility amount. The Company is in default under the secured credit facility. The future activity of the Company and its remaining subsidiaries likely will be limited to preservation and realization of any remaining assets. No proceeds will be available to the Company or its subsidiaries outside of the Lenders' discretion until they have been paid in full. The Company does not have the resources to prepare its financial statements and make filings with the Securities and Exchange Commission and, therefore, will not make such filings unless its financial circumstances improve, which the Company believes is unlikely. ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS. John S. Simko, George M. Elvin, Charles C. Reardon and Arnold Kastenbaum resigned as directors effective March 6, 2002. Mr. Simko also resigned as president and has been succeeded in that role by the Company's sole remaining director, Keith McCandlish. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. EXHIBIT DESIGNATION DESCRIPTION OF EXHIBIT 99.1 Press Release issued by the Company on March 8, 2002. -2- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated March 8, 2002. SUNSHINE MINING AND REFINING COMPANY By: /s/ M. Michael Owens -------------------------------------- M. Michael Owens, Vice President of Finance -3- EXHIBIT INDEX

~~APPROXIMATE~~EXHIBIT ~~NO.~~NUMBER OFDESCRIPTION ~~SHARES BASED UPON PERCENTAGE OF 50,000,000 SHARES CLASS NEW MINING STOCK OUTSTANDING Mining Allowed General 1.05% 525,000 Unsecured Claims~~ - ~~Class Mining 2 Mining Allowed EuroBond 6.27% 3,137,000 Guaranty Claims~~ - ~~Class Mining 3 Mining Allowed Stonehill Note 3.35% 1,673,000 Claims~~ - ~~Class Mining 4 Mining Allowed 9% Notes 0.36% 179,000 Claims~~ - ~~Class Mining 5 Mining Allowed 5% Notes 0.08% 39,000 Claims~~ - ~~Class Mining 6 Mining Old Common Share 3.43% 1,714,000 Interest~~ - ~~Class Mining 8 Allowed Put Default Claims~~ - ~~42.28% 21,141,000 Class Argentina 1 Allowed Stonehill Notes 35.66% 17,832,000 Guaranty Claims~~ - ~~Class Argentina 2 Metals Allowed General 0.92% 461,000 Unsecured Claims~~ - ~~Class Metals 2 Metals Allowed EuroBond 6.60% 3,300,000~~ ------- --~~--------~~ ~~Claims~~99.1 -Press ~~Class~~Release ~~Metals~~issued 3by ~~TOTALS:~~the ~~100.00%~~Company ~~50,000,000~~on ~~=======~~March ~~==========~~8, 2002.

ESTIMATED* NUMBER OF SHARES New Common Stock, par value 50,000,000 $0.01 per share to be outstanding: Reserved for issuance pursuant 4,975,000 to Warrants held by Government and Tribe:

ESTIMATED* NUMBER OF SHARES Reserved for issuance pursuant 324,265 to warrants held by Asarco Reserved for issuance pursuant to options: 2,500,000 ---------- TOTAL: 57,799,265 ==========

NAME OFFICE John S. Simko Chairman of the Board William W. Davis President, Chief Operating Officer and Chief Financial Officer Harry F. Cougher Senior Vice President and General Manager, Sunshine Mine William D. Bond Vice President Exploration M. Michael Owens Vice President, Chief Accounting Officer and Treasurer William J. Pincus Vice President, Latin American Operations Allan R. Young Vice President, Development Mary Jo Williams Secretary

EXHIBIT NUMBER DESCRIPTION ------- ----------- 2.1 Third Amended Joint Chapter 11 Plan of Reorganization dated as of December 4, 2000, bench-filed in the case styled In Re: Sunshine Mining and Refining Company, Chapter 11 Case No. 00-3409 (MWF). 2.2 Order Confirming the Third Amended Joint Chapter 11 Plan of Reorganization of Sunshine Mining and Refining Company and its Debtor Subsidiaries as entered December 5, 2000. 2.3 Partial Consent Decree with Sunshine Mining and Refining Company and Sunshine Precious Metals, Inc. in the case styled United States of America v. Asarco Incorporated, et al., a Consolidated Case Nos. 96-0122-N-EJL and 91-0342-N-EJL in the United States District Court for the District of Idaho. 2.4 Notice of Effective Date of Third Amended Joint Chapter 11 Plan of Reorganization. 3.1 Amended and Restated Certificate of Incorporation of Sunshine Mining and Refining Company as filed with and accepted by the Secretary of State of Delaware on February 16, 2001. 3.2 Amended and Restated Bylaws of Sunshine Mining and Refining Company as adopted February 9, 2001. 10.1 Call Option Agreement dated February 5, 2001, among Sunshine International Mining, Inc., Sunshine Mining and Refining Company, Sunshine Argentina, Inc., Elliott International, L.P., The Liverpool Limited Partnership, Stonehill Institutional Partners, L.P. and Stonehill Offshore Partners Limited. 10.2 Registration Rights Agreement dated February 5, 2001, among Sunshine Mining and Refining Company, Stonehill Partners LP, Stonehill Offshore Partners Limited, Elliott International, L.P. and The Liverpool Limited Partnership.

Filing Compare · SUNSHINE MINING & REFINING CO