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
AMENDMENT NO. 2
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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 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)
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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
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
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$61,640,000 $12,328
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* 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: [ ]
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This Amendment No. 2 further amends and supplements the Tender Offer
Statement on Schedule TO filed with the Securities and Exchange Commission on
June 24, 2002 as amended by Amendment No. 1 filed with the Securities and
Exchange Commission on July 9, 2002 (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 (the
"Offering Circular") and in the related Letter of Transmittal (the "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 has extended the period of time for which the offer is
open to 5:00 p.m., New York City Time, on July 25, 2002. The information
contained in Exhibit (a)(8) is incorporated herein by reference.
ITEM 12. EXHIBITS
(a)(8) Press Release, dated July 23, 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.
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Phillips S. Baker, Jr.
President
July 23, 2002
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EXHIBIT INDEX
(a)(8) Press Release, dated July 23, 2002
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