- Statement of Ownership (SC 13G)
October 29 2008 - 4:55PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. ____)*
Coeur d’
Alene Mines Corporation
(Name of
Issuer)
Common Stock, par value $1.00 per
share
(Title of
Class of Securities)
192108108
(CUSIP
Number)
October 20, 2008
(Date of
Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
£
Rule
13d-1(b)
T
Rule
13d-1(c)
£
Rule
13d-1(d)
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
1.
|
Name
of Reporting Persons:
|
|
JMB
Capital Partners Master Fund, L.P.
|
|
|
|
|
|
|
I.R.S.
Identification Nos. of above persons (entities only).
|
|
|
|
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions):
|
|
(a)
£
|
|
(b)
£
|
3.
|
SEC
Use Only
|
4.
|
Citizenship
or Place of Organization:
|
|
Cayman
Islands
|
Number
of Shares Beneficially Owned By Each Reporting Person With
|
|
5.
|
Sole
Voting Power:
|
|
|
0
|
|
6.
|
Shared
Voting Power:
|
|
|
61,135,824
|
|
7.
|
Sole
Dispositive Power:
|
|
|
0
|
|
8.
|
Shared
Dispositive Power:
|
|
|
61,135,824
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person:
|
|
61,135,824
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
£
|
11.
|
Percent
of Class Represented by Amount in Row (9):
|
|
9.9%
|
12.
|
Type
of Reporting Person (See Instructions):
|
|
PN
|
1.
|
Name
of Reporting Persons:
|
|
Smithwood
Advisers, L.P.
|
|
|
|
|
|
|
I.R.S.
Identification Nos. of above persons (entities only).
|
|
|
|
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions):
|
|
(a)
£
|
|
(b)
£
|
3.
|
SEC
Use Only
|
4.
|
Citizenship
or Place of Organization:
|
|
California
|
Number
of Shares Beneficially Owned By Each Reporting Person With
|
|
5.
|
Sole
Voting Power:
|
|
|
0
|
|
6.
|
Shared
Voting Power:
|
|
|
61,135,824
|
|
7.
|
Sole
Dispositive Power:
|
|
|
0
|
|
8.
|
Shared
Dispositive Power:
|
|
|
61,135,824
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person:
|
|
61,135,824
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
£
|
11.
|
Percent
of Class Represented by Amount in Row (9):
|
|
9.9%
|
12.
|
Type
of Reporting Person (See Instructions):
|
|
PN
|
CUSIP
No.
192108108
1.
|
Name
of Reporting Persons:
|
|
Smithwood
General Partner, LLC
|
|
|
|
|
|
|
I.R.S.
Identification Nos. of above persons (entities only).
|
|
|
|
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions):
|
|
(a)
£
|
|
(b)
£
|
3.
|
SEC
Use Only
|
4.
|
Citizenship
or Place of Organization:
|
|
California
|
Number
of Shares Beneficially Owned By Each Reporting Person With
|
|
5.
|
Sole
Voting Power:
|
|
|
0
|
|
6.
|
Shared
Voting Power:
|
|
|
61,135,824
|
|
7.
|
Sole
Dispositive Power:
|
|
|
0
|
|
8.
|
Shared
Dispositive Power:
|
|
|
61,135,824
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person:
|
|
61,135,824
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
£
|
11.
|
Percent
of Class Represented by Amount in Row (9):
|
|
9.9%
|
12.
|
Type
of Reporting Person (See Instructions):
|
|
OO
|
1.
|
Name
of Reporting Persons:
|
|
Smithwood
Partners, LLC
|
|
|
|
|
|
|
I.R.S.
Identification Nos. of above persons (entities only).
|
|
|
|
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions):
|
|
(a)
£
|
|
(b)
£
|
3.
|
SEC
Use Only
|
4.
|
Citizenship
or Place of Organization:
|
|
California
|
Number
of Shares Beneficially Owned By Each Reporting Person With
|
|
5.
|
Sole
Voting Power:
|
|
|
0
|
|
6.
|
Shared
Voting Power:
|
|
|
61,135,824
|
|
7.
|
Sole
Dispositive Power:
|
|
|
0
|
|
8.
|
Shared
Dispositive Power:
|
|
|
61,135,824
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person:
|
|
61,135,824
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
£
|
11.
|
Percent
of Class Represented by Amount in Row (9):
|
|
9.9%
|
12.
|
Type
of Reporting Person (See Instructions):
|
|
OO
|
1.
|
Name
of Reporting Persons:
|
|
Jonathan
Brooks
|
|
|
|
|
|
|
I.R.S.
Identification Nos. of above persons (entities only).
|
|
|
|
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions):
|
|
(a)
£
|
|
(b)
£
|
3.
|
SEC
Use Only
|
4.
|
Citizenship
or Place of Organization:
|
|
United
States of America
|
Number
of Shares Beneficially Owned By Each Reporting Person With
|
|
5.
|
Sole
Voting Power:
|
|
|
0
|
|
6.
|
Shared
Voting Power:
|
|
|
61,135,824
|
|
7.
|
Sole
Dispositive Power:
|
|
|
0
|
|
8.
|
Shared
Dispositive Power:
|
|
|
61,135,824
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person:
|
|
61,135,824
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
£
|
11.
|
Percent
of Class Represented by Amount in Row (9):
|
|
9.9%
|
12.
|
Type
of Reporting Person (See Instructions):
|
|
IN
|
Item
1.
|
|
|
|
|
|
|
|
|
|
(a)
|
|
Name
of Issuer:
|
|
|
|
Coeur
d’ Alene Mines Corporation
|
|
|
|
|
|
(b)
|
|
Address
of Issuer’s Principal Executive Offices:
|
|
|
|
400
Coeur d’ Alene Mines Bldg
|
|
|
|
505
Front Ave
|
|
|
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Coeur
d’ Alene, Idaho 83814
|
Item
2.
|
|
|
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|
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|
|
(a)
|
|
Names
of Persons Filing:
|
|
|
|
JMB
Capital Partners Master Fund L.P. (the “Fund”)
|
|
|
|
Smithwood
Advisers, L.P. (“Advisers”)
|
|
|
|
Smithwood
General Partner, LLC (“Smithwood GP”)
|
|
|
|
Smithwood
Partners, LLC (“Partners”)
|
|
|
|
Jonathan
Brooks (“Brooks”)
|
|
|
|
|
|
|
|
|
(collectively
hereinafter referred to as the “Reporting Persons”)
|
|
|
|
|
|
|
Mr.
Brooks is the Managing Member of Partners, which is the General Partner of
the Fund.
|
|
Mr.
Brooks is also the controlling owner and Managing Member of Smithwood GP,
which is the General Partner of Advisers, the Fund’s investment
adviser.
|
|
|
|
|
|
|
The
Fund directly owns the shares of common stock to which this Schedule 13G
relates (the “Shares”). Each of Advisers, Smithwood GP, Partners and
Brooks by virtue of their relationships to the Fund may be deemed to
indirectly beneficially own (as that term is defined in Rule 13d-3 under
the Securities Exchange Act of 1934) the Shares directly owned by the
Fund, but each disclaims beneficial ownership of such Shares except to the
extent of their pecuniary interest therein.
|
|
|
|
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(b)
|
|
Address
of Principal Business Office:
|
|
|
|
1999
Avenue of the Stars, Suite 2040
|
|
|
|
Los
Angeles, California 90067
|
|
|
|
|
|
(
c)
|
|
Citizenship:
|
|
|
|
The
Fund is a limited partnership formed and existing under the laws of the
Cayman Islands.
|
|
|
|
Advisers
is a limited partnership formed and existing under the laws of the State
of California.
|
|
|
|
Smithwood
GP is a limited liability company formed and existing under the laws of
the State of California.
|
|
|
|
Partners
is a limited liability company formed and existing under the laws of the
State of California.
|
|
|
|
Brooks
is a citizen of the United States.
|
|
|
|
|
|
|
(d)
|
|
Title
of Class of Securities:
|
|
|
|
Common
Stock, par value $1.00 per share
|
|
|
|
|
|
(e)
|
|
CUSIP
Number:
|
|
|
|
192108108
|
|
|
|
Item
3.
|
|
If
this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c),
check whether the person filing is:
|
|
|
|
|
|
|
(a)
|
|
£
|
A
Broker or dealer registered under section 15 of the Act (15 U.S.C.
78o);
|
|
|
|
|
|
|
(b)
|
|
£
|
A
Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c);
|
|
|
|
|
|
|
(c)
|
|
£
|
An
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c);
|
|
|
|
|
|
|
(d)
|
|
£
|
An
Investment company registered under section 8 of the Investment Company
Act of 1940 (15 U.S.C
80a-8);
|
|
(e)
|
|
£
|
An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
|
|
|
|
|
|
|
(f)
|
|
£
|
An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
|
|
|
|
|
|
|
(g)
|
|
£
|
A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G);
|
|
|
|
|
|
|
(h)
|
|
£
|
A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
|
|
|
|
|
|
|
(i)
|
|
£
|
A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
|
|
|
|
|
|
|
(j)
|
|
£
|
A
group, in accordance with §240.13d-1(b)(1)(ii)(J).
|
|
|
|
Item
4.
|
|
Ownership
|
|
|
|
|
|
(a)
|
|
Amount
beneficially owned:
|
|
|
|
The
Reporting Persons may be deemed to beneficially own 61,135,824 shares of
common stock of the Issuer as a result of their right to convert
$50,000,000 principal amount of Senior Secured Floating Rate Convertible
Notes due 2012, including the right to receive payment of additional
common stock upon voluntary conversion, pursuant to that certain
indenture, dated as of October 20, 2008 between Coeur d’ Alene Mines
Corporation and The Bank of New York Mellon, at an initial conversion
price of $1.15 per share.
|
|
|
|
|
|
(b)
|
|
Percent
of class:
|
|
|
|
9.9%,
calculated based on 550,834,383 shares of common stock outstanding, which
is the number of shares of common stock outstanding as of October 15,
2008 as set forth in the Issuer’s most recent Report on Form
S-3.
|
|
|
|
|
|
(c)
|
|
Number
of shares as to which each filer has:
|
|
|
|
|
|
|
|
|
(i)
|
Sole
power to vote or to direct the vote:
|
|
|
|
|
0
|
|
|
|
|
|
|
|
|
(ii)
|
Shared
power to vote or to direct the vote:
|
|
|
|
|
The
Reporting Persons may be deemed to share the power to vote or direct the
vote of the 61,135,824 shares of common stock beneficially owned by each
of them.
|
|
|
|
|
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of:
|
|
|
|
|
0
|
|
|
|
|
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
|
|
|
|
|
The
Reporting Persons may be deemed to share the power to dispose or to direct
the disposition of the 61,135,824 shares of common stock beneficially
owned by each of them.
|
|
|
|
Item
5.
|
|
Ownership
of Five Percent or Less of a Class
|
|
If
the statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following
£
|
|
|
|
Item
6.
|
|
Ownership
of More than Five Percent on Behalf of Another Person
|
|
Other
than as set forth herein, no other person has the right to receive or the
power to direct receipt of, dividends from, or proceeds from the sale of,
in excess of 5% of the total outstanding common stock.
|
|
|
|
Item
7.
|
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company
|
|
Not
applicable.
|
Item
8
|
|
Identification
and Classification of Members of the Group
|
|
Not
applicable.
|
|
|
|
Item
9.
|
|
Notice
of Dissolution of Group
|
|
Not
applicable.
|
|
|
|
Item
10.
|
|
Certification
|
|
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or
effect.
|
SIGNATURE
After
reasonable 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.
Date: October
__, 2008
|
JMB
CAPITAL PARTNERS MASTER FUND, L.P.
|
|
By:
|
Smithwood
Partners, LLC,
|
|
|
its
General Partner
|
|
|
|
|
|
|
|
|
|
|
By:
|
sJonathan Brooks
|
|
|
Name:
|
Jonathan
Brooks
|
|
|
Title:
|
Sole
Member and Manager
|
|
|
|
|
|
SMITHWOOD
PARTNERS, LLC
|
|
|
|
|
|
|
|
|
|
By:
|
sJonathan Brooks
|
|
Name:
|
Jonathan
Brooks
|
|
Title:
|
Sole
Member and Manager
|
|
|
|
|
|
SMITHWOOD
ADVISERS, L.P.
|
|
|
|
|
|
By:
|
Smithwood
General Partner, LLC,
|
|
|
its
General Partner
|
|
|
|
|
|
|
|
|
|
|
By:
|
sJonathan Brooks
|
|
|
Name:
|
Jonathan
Brooks
|
|
|
Title:
|
Managing
Member
|
|
|
|
|
|
SMITHWOOD
GENERAL PARTNER, LLC
|
|
|
|
|
|
|
|
|
|
By:
|
sJonathan Brooks
|
|
Name:
|
Jonathan
Brooks
|
|
Title:
|
Managing
Member
|
|
|
|
|
|
JONATHAN
BROOKS
|
|
|
|
|
|
|
|
|
|
sJonathan Brooks
|
|
Jonathan
Brooks, an
individual
|
Exhibit
1
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as
amended, the undersigned agree that only one statement containing the
information required by Schedule 13G need be filed by each of the undersigned
with respect to the ownership by each of the undersigned of shares of common
stock of Coeur d’ Alene Mines Corporation. This Agreement may be
executed in any number of counterparts, each of which shall be deemed an
original.
Date: October
__, 2008
|
JMB
CAPITAL PARTNERS MASTER FUND, L.P.
|
|
By:
|
Smithwood
Partners, LLC,
|
|
|
its
General Partner
|
|
|
|
|
|
|
|
|
|
|
By:
|
sJonathan Brooks
|
|
|
Name:
|
Jonathan
Brooks
|
|
|
Title:
|
Sole
Member and Manager
|
|
|
|
|
|
SMITHWOOD
PARTNERS, LLC
|
|
|
|
|
|
|
|
|
|
By:
|
sJonathan Brooks
|
|
Name:
|
Jonathan
Brooks
|
|
Title:
|
Sole
Member and Manager
|
|
|
|
|
|
SMITHWOOD
ADVISERS, L.P.
|
|
|
|
|
|
By:
|
Smithwood
General Partner, LLC,
|
|
|
its
General Partner
|
|
|
|
|
|
|
|
|
|
|
By:
|
sJonathan Brooks
|
|
|
Name:
|
Jonathan
Brooks
|
|
|
Title:
|
Managing
Member
|
|
|
|
|
|
SMITHWOOD
GENERAL PARTNER, LLC
|
|
|
|
|
|
|
|
|
|
By:
|
sJonathan Brooks
|
|
Name:
|
Jonathan
Brooks
|
|
Title:
|
Managing
Member
|
|
|
|
|
|
JONATHAN
BROOKS
|
|
|
|
|
|
|
|
|
|
sJonathan Brooks
|
|
Jonathan
Brooks, an
individual
|
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