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As filed with the Securities and Exchange Commission on July 2, 2001

SECURITIES AND EXCHANGE COMMISSION

AMENDMENT NO. 2

AMENDMENT NO. 2

COEUR D’ALENE MINES CORPORATION

400 Coeur d’Alene Mines Building

Dennis E. Wheeler

Copies to:

     Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

     If the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. 

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

     If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

     The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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SUBJECT TO COMPLETION, DATED JULY 2, 2001

PROSPECTUS

Coeur d’Alene Mines Corporation

Exchange Offer

13  3/8% Convertible Senior Subordinated Notes due December 31, 2003

for its:

7  1/4% Convertible Subordinated Debentures due October 31, 2005;

and the Sale of

up to $25,000,000 of

13  3/8% Convertible Senior Subordinated Notes due December 31, 2003

      We are offering to acquire up to an aggregate of $129,632,000 principal amount of our outstanding 7  1/4% Convertible Subordinated Debentures due October 31, 2005 and our outstanding 6  3/8% Convertible Subordinated Debentures due January 31, 2004. Participating holders of the 7  1/4% Debentures and the 6  3/8% Debentures will receive from us $1,000 principal amount of our 13  3/8% Convertible Senior Subordinated Notes due December 31, 2003 for each $2,000 principal amount of 7  1/4% Debentures or 6  3/8% Debentures.

      We are also offering to acquire up to $6,524,000 principal amount of our outstanding 6% Convertible Subordinated Debentures due June 10, 2002. Participating holders of the 6% Debentures will receive from us $1,000 principal amount of our 13  3/8% Convertible Senior Subordinated Notes due December 31, 2003 for each $1,000 principal amount of 6% Debentures.

      If you participate in the exchange offer, you will have the right to participate in the cash offer, under which we are offering to sell for cash up to $25,000,000 of additional 13  3/8% Convertible Senior Subordinated Notes due December 31, 2003. Debenture holders accepting and receiving exchange notes in the exchange offer also will receive accrued and unpaid interest on their debentures from the last interest payment date through the expiration date of the exchange offer.

      The exchange offer will expire at 5:00 p.m., New York City time (10:00 p.m., London time), on July 27, 2001, unless we extend the offer.

      The 13  3/8% Convertible Senior Subordinated Notes due December 31, 2003 are expected to be listed on the New York Stock Exchange. Our common stock is listed on the New York Stock Exchange under the symbol “CDE.” On June 28, 2001, the last reported sale price for our common stock on the New York Stock Exchange was $1.35 per share. Please see pages 27 and 28 for market price information relating to the 7  1/4%, 6  3/8% and 6% Debentures.

      We are mailing this prospectus and the letters of transmittal on July 2, 2001.

      Please see “Risk Factors” beginning on page 14 for a discussion of factors that you should consider before you decide to participate in this exchange offer or purchase additional 13  3/8% Convertible Senior Subordinated Notes due December 31, 2003.

      We have retained D.F. King & Co., Inc. as our information agent to assist you in connection with the exchange offer. You may call the information agent toll free at (800) 755-7250 to request additional documents and to ask questions.

      Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The Dealer Manager for the Exchange Offer:

This prospectus is dated                , 2001

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You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information provided by this prospectus is accurate as of any date other than the date of this prospectus.

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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      This prospectus “incorporates by reference” certain reports we file with the Securities and Exchange Commission, which means that we can disclose important information by referring you to these documents. The information incorporated by reference is considered to be a part of this prospectus.

FORWARD LOOKING STATEMENTS

      The safe harbor for forward looking statements of the Private Securities Litigation Reform Act of 1995 does not apply to forward looking statements made in connection with a tender offer.

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PROSPECTUS SUMMARY

      This summary does not contain all the information you should consider before exchanging your debentures for the exchange notes or investing in additional exchange notes. For a more complete understanding of us and this exchange offer, we encourage you to read this entire prospectus and the documents that we refer you to. The term “exchange notes” refers to the 13  3/8% Convertible Senior Subordinated Notes due December 31, 2003 offered by this prospectus. The term “debentures” refers collectively to the 7  1/4%, 6  3/8% and 6% debentures to be exchanged for the exchange notes in the exchange offer.

Our Company

      Coeur d’Alene Mines Corporation is engaged in the exploration, development and mining of silver deposits located primarily in the western United States and in South America. We also produce gold as part of our mining operations. In 2000, we produced approximately 11.7 million ounces of silver and approximately 145,000 ounces of gold. According to the World Silver Survey published by Goldfields Mineral Services, Ltd., an independent precious metals research organization, in 2000 we produced more silver than any other primary silver producer located in the United States.

      Our principal silver mines are located in Nevada (the Rochester Mine) and in the Silver Valley region of northern Idaho (the Galena Mine). In addition, we own or lease, either directly or through our subsidiaries, silver and gold mines in Bolivia (the San Bartolomé silver project), in southern and central Chile (the Fachinal Mine and the Petorca Mine) and in Alaska (the Kensington property). Currently, we are actively working to develop the San Bartolomé silver project and are endeavoring to sell the Chilean mines, which are primarily gold mines. We also control promising properties with significant silver exploration potential close to our existing mining operations. Our customers are primarily bullion trading banks that purchase silver and gold from us and then sell these metals to end users for use in industry applications such as electronic circuitry, in jewelry and silverware production and in the manufacture and development of photographic film.

      We were incorporated in Idaho in 1928. Our principal executive office is located at 505 Front Avenue, P.O. Box I, Coeur d’Alene, Idaho 83814 and our telephone number is (208) 667-3511.

Our Strategy

      Our operational strategy is to focus on exploitation of our core silver ore reserves located primarily at our mines in Nevada and in Idaho and on the development of additional low cash cost silver production from the San Bartolomé project in Bolivia. In addition, we continue to invest in discovering and developing new silver deposits at existing properties or at new properties to which we acquire exploration and mining rights. Key elements of this operational strategy include increasing our silver reserves through further exploration and acquisition and reducing our overall cost structure.

      Closely related to this operational strategy is our goal of returning the company to profitability. As part of our strategy to achieve this goal, management has adopted a plan to reduce our outstanding indebtedness. We have approximately $188.1 million aggregate principal amount of convertible subordinated indebtedness outstanding. The indebtedness represented by the debentures constitutes substantially all of our indebtedness and matures beginning in June 2002 through October 2005.

      If we complete the restructuring of our subordinated indebtedness through the exchange offer described in this prospectus, we will significantly reduce our outstanding debt, increase our shareholders’ equity due to an extraordinary gain on the early extinguishment of debt, improve our cash flow and improve our overall capital structure. Further, the additional capital that we may raise in the exchange offer will enable us to increase our low cost silver production and strengthen our balance sheet.

      In addition, you should carefully review the matters described under “Risk Factors,” at page 14, to understand the risks affecting our business and our ability to complete the exchange offer successfully and raise additional cash in the cash offer.

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Terms of the Exchange Offer

      We have summarized the terms of the exchange offer in this section. Before you decide whether to tender your debentures in this offer, you should read the detailed description of the offer under “The Exchange Offer” and of the exchange notes under “Description of Exchange Notes” for further information.

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Cash Offer

      We are offering up to $25.0 million aggregate principal amount of additional exchange notes for cash only to holders of debentures that participate in the exchange offer.

Comparison of Exchange Notes and Debentures

      The following is a brief summary of the terms of the exchange notes and the debentures. For a more complete description of the exchange notes, see “Description of Exchange Notes.” For a more complete description of the debentures, see “Description of Debentures.”

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Questions and Answers Regarding the Exchange Offer

Why should debenture holders consider participating in the exchange offer?

      You should consider exchanging your debentures for exchange notes in the exchange offer because:

Why are we making the exchange offer?

      The exchange offer will:

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How are the exchange notes designed to facilitate conversion into common stock?

      We are encouraging holders of the exchange notes to convert them into our common stock prior to maturity by providing that:

How do I purchase additional exchange notes for cash?

      If you tender debentures in the exchange offer, you will have the opportunity to purchase additional exchange notes in the cash offer.

      If you decide to purchase additional exchange notes for cash, you should indicate the dollar amount of exchange notes, in increments of $1,000, that you would like to purchase on your letter of transmittal. If you are a beneficial owner and hold the debentures through a custodian (a broker, dealer, commercial bank, trust company or other nominee), your custodian will provide you with their instruction letter for you to indicate the amount of exchange notes, if any, that you want to purchase.

If I participate in the exchange offer, how many exchange notes am I eligible to purchase for cash?

      If you tender debentures in the exchange offer, there is no limitation on the number of exchange notes you may indicate your interest in purchasing for cash. If indications of interest exceed the total amount of exchange notes that are being offered for cash, allocations will be made at the discretion of the placement agent.

Will the exchange notes be tradeable?

      We expect the exchange notes to be listed for trading on the NYSE.

How soon must I act if I decide to participate?

      Unless we extend the expiration date, the exchange offer and cash offer will expire on July 27, 2001 at 5:00 p.m., New York City time, (10:00 p.m., London time). The exchange agent must receive all required documents and instructions before that time or you will not be able to participate in either the exchange offer or the cash offer.

What happens if I do not participate in the exchange offer?

      If you do not participate in the exchange offer, you will not be eligible to purchase additional exchange notes in the cash offer. If a significant number of debenture holders participate in the exchange offer and you do not participate, the liquidity of your debentures will likely be impaired. In the case of the 7  1/4% and 6  3/8% debentures, if a significantly greater number of one class of debenture holders than we expect seek to participate in the exchange offer, it is possible, although not likely, that such class of debentures could no longer be listed for trading on the NYSE. Finally, the exchange notes will be senior in right of payment and preference to your debentures upon bankruptcy, liquidation, or dissolution. Also, the exchange notes will have a maturity date prior to the 7  1/4% and 6  3/8% debentures.

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How did we determine the exchange ratios in the exchange offer?

      The exchange ratios for the 7  1/4%, 6  3/8% and 6% debentures were determined based on a number of factors, including the current market value, maturity date and outstanding face value of the debentures.

      As a result of the upcoming maturity, we are offering to exchange $1,000 principal amount of exchange notes for each $1,000 principal amount of 6% debentures tendered, up to a maximum of 25% of the 6% debentures. The 6% debentures mature in June 2002 and will be classified as a current liability as of June 30, 2001.

What if I own a face amount of the 7  1/4% or 6  3/8% debentures that is not a multiple of $2,000?

      If you own 7  1/4% or 6  3/8% debentures and you elect to participate in the exchange offer, you must tender your debentures in increments of $2,000. If the face amount of your 7  1/4% or 6  3/8% debentures is not a multiple of $2,000, then you could be left with a single debenture for the remaining principal amount.

      The 7  1/4% and 6  3/8% debentures are listed on the NYSE. So, if you do not wish to hold one debenture, you have the ability to:

What should I do if I have additional questions about the exchange offer or the cash offer?

      If you have any questions, need additional copies of the offering materials, or otherwise need assistance, please contact the information agent for this offering.

      To receive copies of our recent SEC filings, you can contact us by mail or refer to the other sources described under “Where You Can Find More Information.”

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RISK FACTORS

      You should carefully review the risk factors set forth below as well as the other information included or incorporated by reference in this prospectus in evaluating the exchange offer and an investment in the exchange notes. The risks and uncertainties described below include all of the risks and uncertainties which we believe to be material at this time, but are not the only ones facing our company. Additional risks and uncertainties that we do not presently know or that we currently deem immaterial may also impair our business operations.

      If any of the following risks actually occur, they could materially adversely affect our business, financial condition or operating results. In that case, the trading price of our common stock, the exchange notes and the debentures could decline.

Risks Relating to Our Financial Condition, the Exchange Offer, the Exchange Notes and our Common Stock

      Because we have a large amount of debt, our future operating performance must generate cash flows sufficient to meet our debt payment obligations and, even if we complete the exchange offer, our large amount of debt could negatively impact holders of exchange notes.

      If we are unable to restructure and reduce the level of our existing debt, we may not be able to make payments on our debentures when they become due. We may not be able to generate enough cash flow to meet our obligations and commitments even after the exchange offer, including obligations to make payments on any debentures not tendered during the exchange offer.

      We incurred an $8.1 million net loss in the first quarter of fiscal year 2001 and net losses of $47.8 million in fiscal 2000 and $28.3 million in fiscal 1999. These losses could continue. If we are unable to restructure and reduce the level of our existing debt, we may not be able to make payments on our debentures when they become due. As of March 31, 2001, we had outstanding indebtedness in the principal amount of approximately $189.5 million, of which approximately $1.4 million was senior to the debentures.

      We may not be able to make payments on our debt even after the reduction of our debt levels following the exchange offer. Assuming the completion of the exchange offer, our ability to make scheduled debt payments will depend on our future operating performance and cash flow. Our operating performance and cash flow, in part, are subject to economic factors beyond our control, primarily the market prices of silver and gold. We may not be able to generate enough cash flow to meet our obligations and commitments even after the exchange offer, including obligations to make payments on any debentures not tendered during the exchange offer. If we cannot generate sufficient cash flow from operations to service our debt, we may need to further refinance our debt, dispose of assets, or issue equity to obtain the necessary funds. We do not know whether we will be able to refinance our debt, issue equity, or dispose of assets to raise funds on a timely basis or on terms satisfactory to us. If silver and gold prices do not improve and we are unable to improve our operating performance, we are unable to reduce our losses or obtain additional financing or we are unable to further refinance our debt, raise funds through asset sales, sales of equity or otherwise, then our ability to pay principal and interest in cash on the exchange notes would also be impaired.

      Our large amount of debt could negatively impact holders of the exchange notes in many ways, including:

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      We might not have sufficient cash to pay the principal amount of our remaining 6  3/8% and 7  1/4% debentures upon their maturity in 2004 and 2005, respectively.

      Even if we are able to issue the maximum amount of exchange notes in the exchange offer and thereafter are successful in having a sufficient amount of those exchange notes convert or be converted into common stock so that we are able to avoid the need to seek Chapter 11 relief upon the maturity of those then-outstanding exchange notes, we still might not have sufficient cash to pay the principal amount of the remaining 6  3/8% and 7  1/4% debentures that were not tendered in the exchange offer and remain outstanding when they mature in 2004 and 2005, respectively.

      If we are unable to pay our debts upon their maturity, it may be necessary for us to seek relief under Chapter 11 of the Bankruptcy Code. Further, our ability to seek relief under Chapter 11 may be limited by an agreement with one of our major shareholders.

      Absent an increase in precious metals prices and/or an increase in our cash flow, our large amount of indebtedness may require us to seek relief under Chapter 11 of the Bankruptcy Code. Chapter 11 permits a company to remain in control of its business, protected by a stay of all creditor action while the company seeks to negotiate and confirm a plan of reorganization with its creditors. We might not be successful in any attempt to confirm a plan of reorganization with our creditors. If we were to commence a Chapter 11 proceeding, we would expect our relationships with customers and our employee morale to be adversely affected. Many Chapter 11 cases are unsuccessful and virtually all involve substantial expense and damage to the business. When a company is unsuccessful in obtaining confirmation of a plan of reorganization, the assets of the company usually are liquidated. Further, under a Shareholder Agreement dated as of May 13, 1999 between us and Asarco Incorporated, for so long as Asarco or any of its affiliates holds at least 10% of our outstanding common stock, we would need Asarco’s written consent to seek relief under Chapter 11. The need for us to obtain that consent could make our pursuit of Chapter 11 relief more difficult.

      In a bankruptcy case, holders of our senior indebtedness, which amounted to approximately $1.4 million at March 31, 2001, would be entitled to receive full payment on their claims before the holders of any other indebtedness. While holders of our exchange notes would be senior to holders of our 6%, 6  3/8% and 7  1/4% debentures, the holders of the exchange notes still might not receive full payment of the principal amount of their claims. The remaining holders of our 6%, 6  3/8% and 7  1/4% debentures would receive less than the holders of the exchange notes or might not receive anything.

      Our common stock may be delisted by the New York Stock Exchange if we do not comply with its listing maintenance requirements.

      Our common stock is listed on the NYSE. On November 16, 2000, the NYSE advised us that we were not in compliance with the continued listing standard requiring a total market capitalization of publicly tradeable shares of not less than $50 million and shareholders’ equity of not less than $50 million. We have submitted to the NYSE a plan to achieve compliance with the listing standards that contemplates implementation of this exchange offer and cash offer. Our total market capitalization of publicly tradeable shares was approximately $48.5 million on June 28, 2001. If that amount does not increase above $50 million or the amount of debentures tendered in the exchange offer is not sufficient to raise our shareholders’ equity above $50 million, or if we are not otherwise able to demonstrate to the NYSE our ability to comply with its listing standards, our shares of common stock might be delisted from the NYSE.

      Delisting of our common stock could cause a reduction in the liquidity of an investment in our common stock, our new exchange notes or any remaining debentures. Delisting also could reduce the ability of holders of our common stock to purchase or sell shares as quickly and as inexpensively as they have done historically. This lack of liquidity also could make it more difficult for us to raise capital in the future.

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      We may not have enough authorized shares of our common stock available to pay interest on the exchange notes in stock rather than cash.

      We have a total of 125 million authorized shares of our common stock. At May 31, 2001, we had approximately 43.1 million shares outstanding and an additional 9.3 million shares reserved for issuance upon conversion of our debentures and for issuance under our executive compensation program. If the maximum amount of our debentures are tendered and accepted in the exchange offer for exchange notes issued in exchange therefor and issued in the cash offer, the total number of shares of our common stock reserved for future issuance would be increased by approximately 65.1 million shares (which is computed by subtracting the number of shares underlying the tendered debentures from the total number of shares underlying the issued amount of exchange notes, assuming that the conversion price will be the minimum $1.35 per share). There might not be an adequate number of authorized shares of common stock for us to pay interest on the exchange notes in stock rather than cash. We presently cannot determine whether or the extent to which we will pay interest in stock rather than cash, nor do we know what amount of stock would be issued if the interest payments were to be fully made in stock, as the value of such stock would not be determinable until just prior to the time we make such payments. The total amount of stock may exceed the number of remaining authorized shares that would be available for issuance. If we were not able to obtain shareholder approval of an increase in the number of our authorized shares prior to the issuance of stock in payment of such interest, we would not be able to elect to pay such interest in stock rather than cash. The use of cash to pay interest could have a material adverse effect on our financial condition.

      The market price of our common stock could decrease as a result of the impact of the significant increase in the number of our outstanding shares that may result from implementation of the exchange offer and issuance of the exchange notes.

      At May 31, 2001, we had approximately 43.1 million outstanding shares of common stock. We cannot now determine the number of shares of common stock into which our exchange notes will be convertible because we do not now know the amount of exchange notes that will be issued in the exchange offer nor the conversion price per share (which will be based on the average of the closing sale prices of the shares during the five-trading-day period immediately preceding the second trading day prior to the expiration date of the exchange offer, subject to a minimum of $1.35). However, assuming the maximum amount of debentures are tendered and accepted for exchange and assuming the maximum number of exchange notes are issued in the cash offer and further assuming that the conversion price of the exchange notes is the minimum $1.35 per share, then the exchange notes issued would be convertible into a total of approximately 71.4 million shares of common stock. Furthermore, we will issue additional common stock if we elect to pay interest on the exchange notes in stock in lieu of cash. The impact of the issuance of a significant amount of common stock upon conversion of the exchange notes and/or in payment of interest may place substantial downward pressure on the market price of our common stock.

      If we incur additional debt in the future that is senior to the exchange notes and are unable to make payments or default on this senior debt, then the holders of exchange notes will not be paid until this senior debt is paid in full.

      While the exchange notes are senior to the debentures, the exchange notes will be unsecured and subordinated in right of payment to senior debt under the indenture for the exchange notes. Although we only had approximately $1.4 million of senior debt at March 31, 2001, we are not prohibited under the indenture from incurring additional senior debt in the future. In the event of (1) our liquidation or insolvency, (2) a payment default with respect to senior debt, (3) a covenant default with respect to designated senior debt or (4) acceleration of the exchange notes due to an event of default, our assets would be available to pay obligations on the exchange notes only after all senior debt has been paid in full. Although the exchange notes will be senior to the debentures, there may not be sufficient assets remaining to pay amounts due on any or all of the exchange notes or debentures then outstanding after payment of senior debt obligations.

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      Our subsidiaries will not be prohibited from incurring debts in the future that would be senior to the exchange notes.

      The exchange notes are effectively subordinated to all indebtedness and other liabilities of our subsidiaries, including trade payables but excluding inter-company liabilities. In addition, although the exchange notes will be senior to the debentures, both the exchange notes and any debentures not tendered in the exchange offer will be subordinated to our senior debt.

      The exchange notes are exclusively our obligations. Substantially all of our operations are conducted through our subsidiaries. As a result, our cash flow and our ability to service debt, including the exchange notes, is dependent upon the earnings of our subsidiaries. In addition, we depend on the distribution of our subsidiaries’ earnings, loans and other payments by our subsidiaries to us.

      Our subsidiaries are separate and distinct legal entities. Our subsidiaries have no obligation to pay any amounts due on the exchange notes or to provide us with funds for our payment obligations, whether by dividends, distributions, loans or other payments. In addition, any payment of dividends, distributions, loans or advances by our subsidiaries to us could be subject to statutory or contractual restrictions. Payments to us by our subsidiaries also will be contingent upon our subsidiaries’ earnings and business considerations.

      The market price of our common stock has been volatile and may decline, and the market for the exchange notes also may be volatile.

      The market price of our common stock has declined in recent years and may decline in the future. The high and low closing sale prices of our common stock were $6.00 and $3.125 per share in 1999, $4.125 and $0.8125 in 2000 and $1.23 and $0.87 in the quarter ended March 31, 2001. The closing sale price at June 28, 2001 was $1.35 per share.

      The market price of our common stock historically has fluctuated widely and been affected by many factors beyond our control. We also expect the market for the exchange notes to be volatile and subject to similar factors beyond our control. These factors include:

      If an active market for the exchange notes fails to develop, the trading price and liquidity of the exchange notes could be adversely affected.

      The exchange notes are expected to be listed on the NYSE. However, an active market for them may not develop. Robertson Stephens has advised us that it currently intends to make a market in the exchange notes. Robertson Stephens is not obligated to make a market and may discontinue its market-making activity at any time without notice. The liquidity of the trading market for the exchange notes will depend in part on the level of participation of the holders of debentures in the exchange offer. The greater the participation in the exchange offer, the greater the liquidity of the trading market for the exchange notes and the lesser the liquidity of the trading market for the debentures not tendered during the exchange offer. We do not know how many holders of our debentures will accept this exchange offer and therefore do not know what principal amount of exchange notes will be issued. In addition, market making activity by Robertson Stephens will be subject to the limits imposed by the Securities Act and the Securities Exchange Act of 1934. As a result, we cannot assure you that any market for the exchange notes will develop, or, if one does develop, that it will be

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      The holder of approximately 7.125 million of our outstanding shares of common stock, which constitute restricted securities under the federal securities laws, has the right to require that we register such shares for public resale under those laws. The offer and resale of such shares could impose downward pressure on the market price of our common stock.

      In 1999, we issued approximately 7.125 million shares of our common stock to Asarco in connection with our acquisition of certain of its silver mining interests. Asarco has a right to request the registration of those shares under the Securities Act for public resale. Absent registration, such shares may be publicly resold only in very limited amounts. The public offering and resale of such shares would increase the number of shares of our common stock being sold in the public market and, absent an offsetting increase in demand for our common stock, could exert downward pressure on the market price of our shares.

      In the event of a change in control after the expiration date of the exchange offer, holders of the exchange notes will receive substantially less than holders of debentures to the extent that a holder elects to exercise his or her repurchase right.

      In the event that there is a change in control prior to the expiration date of the exchange offer, holders of 6  3/8% and 7  1/4% debentures would have the right to receive, to the extent they elected to exercise their repurchase right, $129.6 million in aggregate principal amount plus accrued interest to the repurchase date as a result of the change in control. In the event that there is a change in control after the expiration date of the exchange offer and the maximum principal amount of debentures are tendered in the exchange offer, holders of the exchange notes would have the right to receive, to the extent they elected to exercise their repurchase right, $64.8 million in aggregate principal amount plus accrued and unpaid interest thereon as a result of the change in control.

      If we automatically convert the exchange notes, there is a substantial risk that the price of our common stock could fluctuate from the date we elect to automatically convert to the conversion date.

      We may elect to automatically convert the exchange notes on or prior to maturity if the closing price of our common stock exceeds 200% of the conversion price for at least 20 trading days during a consecutive 30-day trading period ending within five trading days prior to the notice of automatic conversion. You should be aware that there is a risk that the price of our common stock could fluctuate between the time when we may first elect to automatically convert the exchange notes and the automatic conversion date. This time period may extend from 15 to 30 calendar days from the time we elect to automatically convert the exchange notes until the automatic conversion date.

      We may not have the financial resources to repurchase the exchange notes in the event of a change of control.

      We may be unable to repurchase the exchange notes in the event of a change in control. Upon a change in control, you may require us to repurchase all or a portion of your exchange notes. If a change in control were to occur, we may not have enough funds to pay the repurchase price for all tendered exchange notes. Any future credit agreements or other debt agreements may prohibit the repurchase of exchange notes for cash, or expressly prohibit the repurchase of the exchange notes upon a change in control or may provide that a change in control constitutes an event of default under that agreement. If a change in control occurs at a time when we are prohibited from repurchasing the exchange notes, we could seek the consent of our lenders to repurchase the exchange notes or could attempt to refinance the debt agreements. If we do not obtain such consent, we could not repurchase the exchange notes. Our failure to repurchase the exchange notes would constitute an event of default under the exchange note indenture, which might constitute an event of default under the terms of our other debt. Our obligation to offer to repurchase the exchange notes upon a change of control would not necessarily afford you protection in the event of a highly leveraged transaction, reorganization, merger or similar transaction.

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Risks Relating to our Company and Business

      We have incurred losses in the last five years and most recent quarter and presently expect to continue to do so.

      We have incurred net losses in the last five years and the three-month period ended March 31, 2001, and have had losses from continuing operations in each of those periods. Significantly contributing to the losses were:

      Market prices for silver and gold are currently below our full production costs for these metals. If silver and gold prices remain depressed or decline further and we are unable to reduce our production costs below prevailing price levels, our losses will continue. Because low silver and gold prices may make mining at our properties uneconomical, if these prices remain depressed or decline further, we may be required to recognize additional impairment write-downs. This would increase our operating losses.

      We have not had sufficient earnings to cover fixed charges in recent years and presently expect that situation to continue.

      As a result of our net losses, our earnings have not been adequate to satisfy fixed charges (i.e., interest, preferred stock dividends and that portion of rent deemed representative of interest) in each of the last five years and the three-month period ended March 31, 2001. The amounts by which earnings were inadequate to cover fixed charges were approximately $65.3 million in 1996, $18.1 million in 1997, $239.1 million in 1998, $33.3 million in 1999, $63.6 million in 2000 and $11.2 million and $10.2 million in the three months ended March 31, 2001 and 2000, respectively. We currently must make fixed payments on the following securities:

      We do not expect that any of these debentures will be converted into common stock in the foreseeable future because the conversion price of each issue substantially exceeds the current market price of our common stock. We therefore expect that we will be required to continue to pay interest on these debentures.

      We expect to satisfy our fixed charges and other expense obligations in the future from cash flow from operations and, if cash flow from operations is insufficient, from working capital, which amounted to approximately $98.4 million at March 31, 2001, and, if necessary, the sale of assets. We have recently been experiencing negative cash flow from operating activities. The amount of net cash used in, as opposed to provided by, our operating activities amounted to approximately $23.8 million in 2000 and $6.0 million in the three months ended March 31, 2001. The availability of future cash flow from operations or working capital to fund the payment of interest on the exchange notes, the debentures and other fixed charges will be dependent upon numerous factors, including our results of operations, silver and gold prices, levels and costs of production at our mining properties, the amount of our capital expenditures and expenditures for acquisitions, developmental and exploratory activities, and the extent to which the exchange offer we are making through this prospectus is accepted by holders of our debentures.

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      The market prices of silver and gold, over which we have no control, are volatile and are at historically low levels that adversely affect us.

      Because we derive our revenues primarily from sales of silver and gold, our earnings are directly related to the prices of these metals. Silver and gold prices fluctuate widely and are affected by many factors beyond our control, including interest rates, expectations regarding inflation, speculation, currency values, governmental decisions regarding the disposal of precious metals stockpiles, global and regional demand and production, political and economic conditions and other factors.

      Market prices for silver are at their lowest levels since 1995 and are currently below our full production costs. The market price of gold has declined to levels approaching the lowest level recorded in the last twenty years and is also currently below our full production costs. The market price of silver (as reported by Handy & Harman) and gold (London final) on June 28, 2001 were $4.34 per ounce and $269.50 per ounce, respectively. The prices of silver and gold may remain depressed and may decline even further in the future. Factors that are generally understood to have contributed to the recent decline in the price of silver include sales by private and government holders, the emergence of China as a large net seller and a general global economic slowdown. Overall world stability and declining inflation generally are recognized as having had an adverse impact on the market price of gold. Furthermore, in recent years the central banks of several countries and such multilateral organizations as the European Monetary Institute and the International Monetary Fund have sold portions of gold held by them as reserves and may sell additional amounts of gold in the future, which could result in further declines in the market price of gold.

      If prices remain at these levels for a sustained period, our net losses will continue, we may suspend mining at one or more of our properties until prices increase, and we may be required to record additional asset impairment write-downs pursuant to SFAS 121 (as defined below).

      The estimation of ore reserves is imprecise and subjective, requiring the use of uncertain metals market prices and other assumptions. Estimated ore reserves may not be realized in future actual production and operating results.

      The ore reserve figures presented in this prospectus are estimates made by our technical personnel. Reserve estimates are a function of geological and engineering analysis and also require us to make assumptions about production costs and silver and gold market prices. Reserve estimation is necessarily an imprecise and subjective process and the accuracy of such estimates is a function of the quality of available data and of engineering and geological interpretation, judgment and experience. Assumptions about silver and gold market prices are subject to great uncertainty as those prices have fluctuated widely in the past. Declines in the market prices of silver or gold may render reserves containing relatively lower grades of ore uneconomic to exploit, and we may be required to further reduce reserve estimates, discontinue development or mining at one or more of our properties, or write down assets as impaired. Should we encounter mineralization or geologic formations at any of our mines or projects different from those predicted by drilling, sampling and similar examinations, then our reserve estimates may be adjusted and mining plans may be altered, which may adversely affect our actual production and operating results. Ore reserves at most of our mining properties operated by us are the subject of verification by independent consulting geologists or mining engineers. Ore reserves at mining properties in which we have an ownership interest but which are operated by other companies are prepared by such companies, reviewed by us and may not be subject to independent verification.

      Silver and gold reserves at mining properties owned by us and in which we have an ownership interest were calculated at or about December 31, 2000. Our ore reserve determinations generally are based upon a long-term silver price of $5.50 per ounce and a gold price of $300 per ounce.

      We have recorded significant write-downs of mining properties in recent years and may have to recognize additional write-downs in the future.

      Statement of Financial Accounting Standards No. 121 (SFAS 121), “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of,” established accounting standards for impairment of the value of long-lived assets such as mining properties. SFAS 121 requires a company to

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      Recognizing impairment write-downs has hurt our results of operations in recent years. We have recorded significant write-downs of our mining properties, including write-downs effected pursuant to SFAS 121 in recent years, amounting to $54.2 million in 1996, $218.9 million in 1998 and $16.2 million in 1999 and $12.2 million in 2000. The 1996 write-downs included $53.0 million at the Golden Cross Mine and nearby Waihi East Property in New Zealand and $1.2 million at the Faride Property in Chile. The 1998 write-downs included $54.5 million at the Petorca Mine in Chile, $42.9 million at the Fachinal Mine in Chile and $121.5 million at the Kensington property in Alaska. The Kensington property is not yet a producing property and may never become one. The 1999 write-downs consisted of $16.2 million at the Yilgarn Star Mine in Australia. The 2000 write-down included an impairment of $12.2 million for our investment in Gasgoyne Gold Mines NL.

      While we do not believe that any of our other properties presently requires a write-down pursuant to SFAS 121, if silver and gold market prices remain depressed for a sustained period of time and/or we fail to reduce production costs or expand mineable ore reserves at our mining properties, we may recognize further asset write-downs.

      We also might have to record other types of additional mining property write-downs in the future to the extent a property is sold by us for a price less than the carrying value of the property or reserves have to be created in connection with the closure and reclamation of a property.

      Significant risks and costs are associated with our exploration, development and mining activities.

      Our ability to sustain or increase our present production levels depends in part on successful exploration and development of new ore bodies and/or expansion of existing mining operations. Mineral exploration, particularly for silver and gold, involves many risks and frequently is not productive. If and when mineralization is discovered, it may take a number of years until production is possible, during which time the economic viability of the project may change. Substantial expenditures are required to establish ore reserves, extract the metals from the ores and, in the case of new properties, to construct mining and processing facilities. The economic feasibility of any individual development project and all such projects collectively is based upon, among other things, estimates of the size and grade of ore reserves, proximity to infrastructures and other resources (such as water and power), metallurgical recoveries, production rates and capital and operating costs of such development projects, and future metals prices. Development projects are also subject to the completion of favorable feasibility studies, issuance of necessary permits and receipt of adequate financing.

      Development projects may have no operating history upon which to base estimates of future operating costs and capital requirements. Particularly for development projects, estimates of reserves, metal recoveries and cash operating costs are to a large extent based upon the interpretation of geologic data obtained from a limited number of drill holes and other sampling techniques and feasibility studies. Estimates of cash operating costs are then derived based upon anticipated tonnage and grades of ore to be mined and processed, the configuration of the orebody, expected recovery rates of metals from the ore, comparable facility and equipment costs, anticipated climate conditions and other factors. As a result, actual cash operating costs and economic returns of any and all development projects may materially differ from the costs and returns estimated.

      We expended approximately $9.2 million, $8.5 million and $9.4 million (excluding capitalized interest) in the years ended December 31, 1998, 1999 and 2000, respectively, in connection with the exploration and development of our mining properties. Furthermore, we expended approximately $2.0 million (excluding capitalized interest) in the three months ended March 31, 2001.

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      Our silver and gold production may decline in the future.

      Our future silver and gold production may decline as a result of the exhaustion of reserves and possible closure of mines. It has been and will continue to be our business strategy to conduct silver and gold exploratory activities at our existing mining and exploratory properties as well as at new exploratory projects, and to acquire silver and gold mining properties and/or businesses that possess mineable ore reserves and are expected to become operational in the near future. Although that is our business strategy, we can provide no assurance that our silver and gold production in the future will not decline.

      There are significant risks associated with our mining activities, not all of which are fully covered by insurance.

      The mining business is generally subject to risks and hazards, including quantity of production, quality of the ore, environmental hazards, industrial accidents, the encountering of unusual or unexpected geological formations, cave-ins, flooding, earthquakes and periodic interruptions due to inclement or hazardous weather conditions. These occurrences could result in damage to, or destruction of, mineral properties or production facilities, personal injury or death, environmental damage, reduced production and delays in mining, asset write-downs, monetary losses and possible legal liability. Although we maintain insurance in an amount that we consider to be adequate, liabilities might exceed policy limits, in which event we could incur significant costs that could adversely affect our results of operation. Insurance fully covering many environmental risks (including potential liability for pollution or other hazards as a result of disposal of waste products occurring from exploration and production) is not generally available to us or to other companies in the industry.

      We are subject to significant environmental and other governmental regulations that can require substantial expenses and capital expenditures.

      Our mining activities are subject to extensive federal, state, local and foreign laws and regulations governing environmental protection, natural resources, prospecting, development, production, post-closure reclamation, taxes, labor standards, occupational health and safety including, mine safety, toxic substances and other matters. Although these laws and regulations have never required us to close any mine, the costs associated with compliance with such laws and regulations are substantial and possible future laws and regulations, or more stringent enforcement thereof by governmental authorities could cause additional expense, capital expenditures, restrictions on or suspensions of our operations and delays in the development of our properties. Moreover, these laws and regulations allow governmental authorities and private parties to bring lawsuits based upon damages to property and injury to persons resulting from the environmental, health and safety impacts of our past and current operations, and can lead to the imposition of substantial fines, penalties and other civil and criminal sanctions. Risks of substantial costs and liabilities, including for the restoration of the environment after the closure of our mines, are inherent in our operations. Although we believe we are in substantial compliance with applicable laws and regulations, we cannot assure you that any such law, regulation, enforcement or private claim will not have a material adverse effect on our business, financial condition or results of operations.

      Certain of our mining wastes are currently exempt to a limited extent from the extensive set of federal Environmental Protection Agency (EPA) regulations governing hazardous waste under the Resource Conservation and Recovery Act (RCRA). If the EPA designates these wastes as hazardous under RCRA in the future, we would be required to expend additional amounts on the handling of such wastes and to make significant expenditures on the construction of hazardous waste disposal facilities. In addition, regardless of whether these wastes are designated as hazardous under RCRA, if they cause contamination in or damage to the environment at a mining facility, such facility may be designated as a “Superfund” site under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA). Under CERCLA, any owner or operator of a Superfund site since the time of its contamination may be held liable and may be forced to undertake extensive remedial cleanup action or to pay for the government’s cleanup efforts. Additional regulations or requirements are also imposed upon our tailings and waste disposal areas in Idaho and Alaska under the federal Clean Water Act (CWA) and in Nevada under the Nevada Water Pollution Control Law which implements the CWA. Airborne emissions are subject to controls under the air pollution statutes implementing the Clean Air Act in Nevada, Idaho and Alaska. In the context of environmental

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      Significant risks are associated with our foreign operations and activities.

      Proven and probable silver reserves plus mineralized material outside of the United States currently account for approximately 49.5% of our total silver resource and foreign operations contributed approximately 8.5% and 1.0% of total silver production in the year ended December 31, 2000 and the three months ended March 31, 2001, respectively. Chile and Bolivia are the most significant foreign countries in which we directly or indirectly own or operate mining properties or developmental projects. We also conduct exploratory projects in Chile and Bolivia. Although the governments and economies of these countries have been relatively stable in recent years, property ownership in a foreign country generally is subject to the risk of expropriation or nationalization with inadequate compensation. Any foreign operations or investment may also be adversely affected by exchange controls, currency fluctuations, taxation and laws or policies of particular countries as well as laws and policies of the United States affecting foreign trade investment and taxation.

      There are significant risks associated with any future acquisitions by us.

      An important element of our business strategy has been the opportunistic acquisition of silver and gold mines, properties and businesses. Although we presently have no pending acquisitions, we may consider acquisitions in the future. While it is our practice to engage independent mining consultants to assist in evaluating and making acquisitions, mining properties acquired by us in the future might not be developed profitably or, if profitable when acquired, that profitability might not be sustained. In connection with any future acquisitions, we may incur indebtedness or issue equity securities, resulting in dilution of the percentage ownership of existing shareholders. We intend to seek shareholder approval for any such acquisitions only to the extent required by applicable law, regulations or stock exchange rules.

      Finding and acquiring new mineral properties is very difficult and competitive.

      Because mines have limited lives based on proven and probable ore reserves, we, like other mining companies are continually seeking to replace and expand our ore reserves. Identifying promising mining properties is difficult. Furthermore, we encounter strong competition from other mining companies in connection with the acquisition of properties producing or capable of producing silver and gold. Many of these companies have greater financial resources than we do. Consequently, we may be unable to replace and expand current ore reserves through the acquisition of new mining properties on terms we consider acceptable.

      Significant risks are associated with our gold hedging activities and we do not currently hedge our exposure to declines in silver prices.

      We historically have sold silver and gold produced by our mines pursuant to forward contracts and at spot prices prevailing at the time of sale. Entering into forward sale contracts is a strategy used to mitigate some of the risk of volatile downward movements in silver and gold prices. Contract positions are designed to ensure that we will receive a defined minimum price for a certain quantity of our production. We continually evaluate the potential benefits of engaging in these strategies based on prevailing market conditions. At May 31, 2001, we had sold forward approximately 39,000 ounces of gold at an average price of $308 per ounce for delivery over the next two years. In addition, we had previously sold call options on 56,000 ounces of gold at $345 per ounce. The call options sold would be eliminated if the gold price trades below $300 per ounce on certain dates past December 31, 2002. Our future revenues could be adversely affected in connection with the sale of our silver and gold production in the future to the extent that it is not covered by forward sale contracts and silver and gold market prices decline. Conversely, our future revenues could be limited to the extent that our silver and gold production is covered by forward sale contracts and silver and gold market prices increase above the prices fixed by such forward sale or option contracts. Because we do not currently engage in hedging activities in silver, we are fully exposed to declines in silver prices.

      For the three months ended March 31, 2001, we recorded a $200,000 gain in connection with our gold price protection program. However, we can give no assurance that the use of forward sales and other future price fixing derivatives will always be available to us or benefit us. For example, we could fix forward deliveries

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      Significant risks are associated with our purchases of currencies of foreign countries in which we do business.

      We may enter into agreements which require us to purchase currencies of foreign countries in which we do business in order to ensure fixed exchange rates. In the event that actual exchange rates vary from those set forth in the hedge contracts, we will experience U.S. dollar-denominated currency gains or losses.

      We may have to use some of our cash to provide financial assurance relating to our Rochester Mine’s future reclamation liability.

      The insurance company that issued the surety bond required under Nevada law to cover our estimated $17.8 million of future mine closure reclamation costs relating to the Rochester Mine recently filed for liquidation. We are currently attempting to arrange for a replacement surety bond with another insurance company. If, however, we are unable to find a replacement insurer, we will be required to provide other adequate financial consideration to the State of Nevada to assure our continued compliance with our reclamation liability obligation.

      Third parties may dispute our unpatented mining claims.

      The validity of unpatented mining claims, which constitute a significant portion of our property holdings in the United States, is often uncertain and may be contested. Although we have attempted to acquire satisfactory title to undeveloped properties, we, in accordance with mining industry practice, do not generally obtain title opinions until a decision is made to develop a property, with the attendant risk that some titles, particularly titles to undeveloped properties, may be defective.

      We are required to obtain government permits to expand operations or begin new operations, which is often a costly and time-consuming process.

      Mining companies are required to seek governmental permits for expansion of existing operations or for the commencement of new operations. Obtaining the necessary governmental permits is a complex and time-consuming process involving numerous jurisdictions and often involving public hearings and costly undertakings on our part. The duration and success of permitting efforts are contingent on many factors that are out of our control. Government permitting may increase costs and cause delays depending on the nature of the activity to be permitted, and in an extreme case, could cause us to not proceed with the development of a mine.

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

      This prospectus, including the sections entitled “Summary” and “Risk Factors,” contains forward looking information. This forward looking information is subject to risks and uncertainties including the factors listed under “Risk Factors,” as well as elsewhere in this prospectus. In some cases, you can identify forward looking statements by terminology such as “may,” “will,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” or the negative of these terms or other comparable terminology. These statements are only predictions and may be inaccurate. Actual events or results may differ materially. In evaluating these statements, you should specifically consider various factors, including the risks outlined under “Risk Factors.” These factors may cause our actual results to differ materially from any forward looking statement. Although we believe that the expectations reflected in the forward looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.

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USE OF PROCEEDS

      We will not receive any proceeds from the exchange of the exchange notes for the debentures pursuant to the exchange offer. We are also offering up to $25.0 million aggregate principal amount of additional exchange notes for cash. We intend to use the proceeds, if any, from the sale of the additional exchange notes for general corporate purposes, including the development of the San Bartolomé silver project in Bolivia and for our production expansion plans at the Galena Mine in Idaho. Until such time as we use the proceeds for general corporate purposes, we intend to invest the net proceeds in high quality, interest-bearing instruments.

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PRICE RANGE OF COMMON STOCK

      Our common stock is listed on the NYSE and the Pacific Stock Exchange under the symbol “CDE.” The following table sets forth, for the periods indicated, the high and low sales prices of a share of our common stock as reported by the NYSE:

      The last sale price for the common stock as reported by the NYSE on June 28, 2001 was $1.35 per share. At June 12, 2001, there were 6,095 record holders of our common stock.

DIVIDEND POLICY

      We have not recently paid dividends on our common stock and presently have no plan to do so. Future distributions or dividends on the common stock, if any, will be determined by our Board of Directors and will depend upon our results of operations, financial condition, capital requirements and other factors.

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PRICE RANGE OF THE 7  1/4% CONVERTIBLE SUBORDINATED

      We issued the 7  1/4% debentures in October 1997 in an offering to “qualified institutional buyers” as defined in Rule 144A under the Securities Act and to certain non-U.S. persons in reliance upon Regulation S under the Securities Act. In March 1998, a registration statement registering the 7  1/4% debentures for resale by the selling debenture holders became effective. The 7  1/4% debentures are listed on the NYSE. The following table sets forth for the periods indicated the high and low prices for each $1,000 principal amount of 7  1/4% debentures as reported by the NYSE.

      The last sale price of the 7  1/4% debentures reported on the NYSE on June 28, 2001 was $458.75 per $1,000 principal amount.

PRICE RANGE OF THE 6  3/8% CONVERTIBLE SUBORDINATED

      We issued the 6  3/8% debentures in January 1994 in an offering to “qualified institutional buyers” as defined in Rule 144A under the Securities Act. In June 1994, a registration statement registering the 6  3/8% debentures for resale by the selling debenture holders became effective. The 6  3/8% debentures are listed on the NYSE. The following table sets forth for the periods indicated the high and low prices for each $1,000 principal amount of 6  3/8% debentures as reported by the NSYE.

      The last sale price of the 6  3/8% debentures reported on the NYSE on June 28, 2001 was $460.00 per $1,000 principal amount.

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MARKET FOR THE 6% CONVERTIBLE SUBORDINATED

      We issued the 6% debentures in June 1987 in connection with an offering to certain non-U.S. persons in reliance upon Regulation S under the Securities Act. Although a very limited U.S. inter-dealer market for the 6% debentures has existed from time to time and the 6% debentures are listed on the Luxembourg Stock Exchange, there presently is no established market for the 6% debentures.

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THE EXCHANGE OFFER

Terms of the exchange offer; Period for tendering debentures

      We are offering to exchange your 7  1/4% debentures, 6  3/8% debentures and 6% debentures for exchange notes, as follows:

      Based on the principal amounts outstanding as of the date of this prospectus, we are offering to acquire up to $129,632,000 aggregate principal amount of 6  3/8% debentures and 7  1/4% debentures and up to $6,524,000 principal amount of 6% debentures that are validly tendered on the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal. In addition, if you elect to tender debentures in the exchange offer, you will have the right to participate in the cash offering of up to $25.0 million principal amount of additional exchange notes.

      Holders of the 6  3/8% and 7  1/4% debentures must tender their debentures in a minimum of $2,000 principal amount and any integral multiple of $2,000. Holders of the 6% debentures must tender their debentures in a principal amount of $1,000 or an integral multiple of $1,000.

      You may tender all, some or none of your debentures, subject to the terms and conditions of the exchange offer. If more than the maximum principal amount of the 6%, and of the 6  3/8% and 7  1/4% debentures, is properly tendered in the exchange offer, we will accept your debentures for exchange subject to pro-rata adjustment, according to the amount of debentures tendered by each debenture holder.

      The exchange offer is not being made to, and we will not accept tenders for exchange from, holders of debentures in any jurisdiction in which the exchange offer or the acceptance of the offer would not be in compliance with the securities or blue sky laws of that jurisdiction.

      Our board of directors and officers do not make any recommendation to the holders of debentures as to whether or not to exchange all or any portion of their debentures. In addition, we have not authorized anyone to make any recommendation. You must make your own decision whether to tender your debentures for exchange and, if so, the amount of debentures to tender.

Expiration date

      The expiration date for the offer is 5:00 p.m., New York City time, (10:00 p.m., London time), on July 27, 2001, unless we extend the offer. We may extend this expiration date for any reason. The last date on which tenders will be accepted, whether on July 27, 2001 or any later date to which the exchange offer may be extended, is referred to as the expiration date.

Extensions; Amendments

      We expressly reserve the right, in our discretion, for any reason to:

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      If we consider an amendment to the exchange offer to be material, or if we waive a material condition of the exchange offer, we will promptly disclose the amendment in a prospectus supplement, and if required by law, we will extend the exchange offer for a period of five to ten business days.

      We will give oral or written notice of any (1) extension, (2) amendment, (3) non-acceptance or (4) termination to the holders of the debentures as promptly as practicable. In the case of any extension, we will issue a press release or other public announcement no later than 9:00 a.m., New York City time (2:00 p.m., London time), on the next business day after the previously scheduled expiration date.

Procedures for tendering 6  3/8% and 7  1/4% debentures and 6% debentures held in registered form

      Your tender to us of debentures and our acceptance of your tender will constitute a binding agreement between you and us upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal.

      Tender of Debentures Held Through a Custodian. If you are a beneficial holder of the debenture that are held of record by a custodian bank, depository institution, broker, dealer, trust company or other nominee, you must instruct the custodian, or such other record holder, to tender the debentures on your behalf. Your custodian will provide you with their instruction letter which you must use to give these instructions.

      Tender of Debentures Held Through DTC. Any beneficial owner of debentures held of record by The Depository Trust Company (“DTC”) or its nominee, through authority granted by DTC may direct the DTC participant through which the beneficial owner’s debentures are held in the DTC to tender on such beneficial owner’s behalf. To effectively tender debentures that are held through DTC, DTC participants should transmit their acceptance through the Automated Tender Offer Program (“ATOP”), for which the transaction will be eligible, and the DTC will then edit and verify the acceptance and send an agent’s message to the exchange agent for its acceptance. Delivery of tendered debentures must be made to the exchange agent pursuant to the book-entry delivery procedures set forth below or the tendering DTC participant must comply with the guaranteed delivery procedures set forth below. No letters of transmittal will be required to tender debentures through ATOP.

      In addition, the exchange agent must receive:

      Your debentures must be tendered by book-entry transfer. The exchange agent will establish an account with respect to the debentures at DTC for purposes of the exchange offer within two business days after the date of this prospectus. Any financial institution that is a participant in DTC must make book-entry delivery of debentures by having DTC transfer such debentures into the exchange agent’s account at DTC in accordance with DTC’s procedures for transfer. Although your debentures will be tendered through the DTC facility, the letter of transmittal, or facsimile, or an electronic confirmation pursuant to DTC’s ATOP system, with any required signature guarantees and any other required documents, if any, must be transmitted to and received or confirmed by the exchange agent at its address set forth below under “Exchange agent,” prior to 5:00 p.m., New York City time (10:00 p.m., London time), on the expiration date. You or your broker must ensure that the exchange agent receives an agent’s message from DTC confirming the book-entry transfer of your debentures. An agent’s message is a message transmitted by DTC and received by the exchange agent that forms a part of the book-entry confirmation which states that DTC has received an express acknowledgement from the participant in DTC tendering the debentures that such participant agrees to be bound by the terms of

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      If you are an institution which is a participant in DTC’s book-entry transfer facility, you should follow the same procedures that are applicable to persons holding debentures through a financial institution.

      Do not send letters of transmittal or other exchange offer documents to us, Robertson Stephens, the dealer manager, or D.F. King & Co., Inc., the information agent.

      It is your responsibility that all necessary materials get to The Bank of New York, the exchange agent, before the expiration date. If the exchange agent does not receive all of the required materials before the expiration date, your debentures will not be validly tendered.

      Any debentures not accepted for exchange for any reason will be returned without expense to the tendering holder as promptly as practicable after the expiration or termination of the exchange offer.

      We will have accepted the validity of tendered debentures if and when we give oral or written notice to the exchange agent. The exchange agent will act as the tendering holders’ agent for purposes of receiving the exchange notes from us. If we do not accept any tendered debentures for exchange because of an invalid tender or the occurrence of any other event, the exchange agent will return those debentures to you without expense, promptly after the expiration date via book-entry transfer through DTC.

Special procedures for tendering bearer 6% debentures

      Substantially all of the 6% debentures are issued in bearer form, with interest coupons attached (“bearer 6% debentures”). Holders of bearer 6% debentures whose tendered debentures are accepted in the exchange offer will receive exchange notes in registered form. Exchange notes will not be issued in bearer form.

      Holders of bearer 6% debentures must tender the entire principal amount evidenced by a bearer debenture certificate. A partial tender of a bearer 6% debenture certificate will not be accepted.

      A holder of bearer 6% debentures wishing to tender bearer 6% debentures in the exchange offer must, at or before 10:00 p.m., London time, on the expiration date, comply with one of the following procedures:

      (a)  Deliver a duly completed letter of transmittal for bearer debentures together with the bearer 6% debentures to the exchange agent at its London address as set forth below and at the end of this prospectus. Bearer 6% debentures acquired by us in the exchange offer must include all unmatured coupons.

      (b)  In the case of bearer 6% debentures held through the Euroclear or Clearstream (formerly known as CEDEL S.A.), book-entry delivery facilities, a holder wishing to tender bearer 6% debentures must first arrange for an electronic instruction to be sent to Euroclear or Clearstream in accordance with their normal procedures instructing either Euroclear or Clearstream, as the case may be, to tender bearer 6% debentures on the holder’s behalf.

      (c)  Alternatively (in the case of bearer 6% debentures held through Euroclear or Clearstream) the direct accountholder in either Euroclear of Clearstream may submit a letter of transmittal to the exchange agent and simultaneously irrevocably instruct Euroclear or Clearstream, as the case may be to:

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      Any holder of bearer 6% debentures tendering bearer 6% debentures under these procedures must ensure that the instructions transmitted through the Euroclear or Clearstream accountholder can be allocated to the exchange offer. Holders must submit a separate set of instructions for each letter of transmittal submitted, and the instructions so transmitted must cover the entire aggregate principal amount of bearer 6% debentures tendered pursuant to such letter of transmittal, notwithstanding any pro rata reduction in the aggregate principal amount of bearer 6% debentures accepted as a result of the tender of more than the maximum principal amount of 6% debentures to be accepted for exchange. To the extent that instructions cannot be reconciled with the terms of the exchange offer, the tender may be deemed not to have been properly submitted.

      Any letter of transmittal for a tender of the bearer 6% debentures must be completed by a direct accountholder in Euroclear or Clearstream through which the bearer 6% debentures are held. In the case of bearer 6% debentures not held through an account with Euroclear or Clearstream, a bearer 6% debenture holder wishing to tender bearer 6% debentures in the exchange offer must first arrange to have the bearer 6% debentures held through this type of account, either in the name of the bearer 6% debenture holder or in the name of a bank or financial institution acting on behalf of the bearer 6% debenture holder. In addition, the direct accountholder in Euroclear or Clearstream completing the letter of transmittal must deliver to Euroclear or Clearstream, as the case may be, by tested telex or according to their normal procedures, (a) irrevocable instructions to (i) block any attempt to transfer the bearer 6% debentures on or prior to the exchange date for the bearer 6% debentures and (ii) debit its account on the exchange date in respect of all the bearer 6% debentures (or in respect of such lesser portion of the bearer 6% debentures as shall be accepted for exchange), upon receipt of an instruction by the exchange agent (but subject to the automatic withdrawal of the relevant portion of such irrevocable instruction in the event that the exchange offer is terminated by us or the letter of transmittal is withdrawn or revised by the direct accountholder prior to 10:00 p.m. London time, on the expiration date, in each case as notified to Euroclear or Clearstream, as the case may be, by the exchange agent on or before the payment date), (b) an irrevocable authorization to disclose the name of the direct accountholder and information about the foregoing instructions and (c) a confirmation that the direct accountholder is concurrently delivering a letter of transmittal tendering the bearer 6% debenture to the exchange agent (all of the foregoing being collectively referred to herein as “bearer 6% debenture instructions”). Any bearer 6% debenture holder tendering bearer 6% debentures must ensure that the bearer 6% debenture instructions transmitted through the Euroclear or Clearstream accountholder can be allocated to the tender in the exchange offer. To the extent that bearer 6% debenture instructions cannot be reconciled with the tender, the tender will be deemed not to have been properly submitted.

      Neither we, the dealer manager, the exchange agent nor the information agent will be responsible for the communication of tenders by bearer 6% debentures holders to the direct accountholders in Euroclear or Clearstream through which they hold bearer 6% debentures or by such accountholders to the exchange agent, Euroclear or Clearstream.

      Bearer 6% debenture holders will not be responsible for the payment of any fees or commissions to the exchange agent, or the dealer manager. Bearer 6% debenture holders should, however, consult with the direct accountholders in Euroclear or Clearstream as to any transaction fees.

Our interpretations are binding

      We will determine in our sole discretion, all questions as to the validity, form, eligibility and acceptance of debentures tendered for exchange. Our determination will be final and binding. We reserve the absolute right

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Acceptance of debentures for exchange; Delivery of exchange notes

      Once all of the conditions to the exchange offer are satisfied or waived, we will accept, promptly after the expiration date, all debentures properly tendered, and will issue the exchange notes promptly after acceptance of the debentures. The discussion under the heading “Conditions for completion of the exchange offer” provides further information regarding the conditions to the exchange offer. For purposes of the exchange offer, we shall be deemed to have accepted properly tendered debentures for exchange when, as and if we have given oral or written notice to the exchange agent, with written confirmation of any oral notice to be given promptly after giving such notice.

      For each $1,000 principal amount of debentures accepted for exchange, the holder of the debentures will receive exchange notes having a principal amount of $1,000 for each $1,000 principal amount of 6% debentures accepted, and $1,000 principal amount of exchange notes for each $2,000 principal amount of 6  3/8% or 7  1/4% debentures accepted. In addition, you will have the opportunity to participate in the cash offering of up to $25.0 million principal amount of exchange notes. The exchange notes will bear interest from the issue date, which will be the date immediately after the expiration date of the exchange offer. Debentures accepted for exchange will accrue interest through the expiration date of the exchange offer.

      In all cases, issuance of exchange notes for debentures that are accepted for exchange in the exchange offer will be made only after timely receipt by the exchange agent of:

      If we do not accept any tendered debentures for any reason set forth in the terms and conditions of the exchange offer, or if debentures are submitted for a greater principal amount than the holder desires to exchange, the unaccepted or non-exchanged debentures tendered by book-entry transfer into the exchange agent’s account at the book-entry transfer facility will be returned in accordance with the book-entry procedures described above, and the debentures that are not to be exchanged will be credited to an account maintained with DTC, as promptly as practicable after the expiration or termination of the exchange offer. Euroclear and Clearstream each maintain an account with DTC.

Guaranteed delivery procedures

      If you desire to tender your debentures and you cannot complete the procedures for book-entry transfer set forth above on a timely basis, you may still tender your debentures if:

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Withdrawal rights

      You may withdraw your tender of debentures at any time prior to 5:00 p.m., New York City time, on the expiration date. If you have tendered debentures that we have not yet accepted for exchange, you may withdraw your debentures at any time after August 24, 2001.

      For a withdrawal to be effective, the exchange agent must receive a written notice of withdrawal at the address or, in the case of eligible institutions, at the facsimile number, set forth below under the heading “Exchange agent” prior to 5:00 p.m. New York City time, on the expiration date. Any notice of withdrawal must:

      Any debentures that have been tendered for exchange, but which are not exchanged for any reason, will be credited to an account maintained with the book-entry transfer facility for the debentures, as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn debentures may be retendered by following the procedures described under the heading “Procedures for tendering debentures” and “Special procedures for tendering bearer 6% debentures,” above, as the case may be, at any time on or prior to 5:00 p.m. New York City time (10:00 p.m., London time), on the expiration date.

Conditions for completion of the exchange offer

      We will not accept debentures for exchange notes and may terminate or not complete the exchange offer if the registration statement covering the exchange offer is not effective under the Securities Act. In addition, the exchange offer is conditioned upon the tender of a majority of the principal amount of outstanding debentures which we are offering to acquire, which condition may be waived or amended.

      We may not accept debentures for exchange and may terminate or not complete the exchange offer if:

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      If any of the above events occur, we may:

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      The conditions are for our sole benefit. We may assert these conditions with respect to all or any portion of the exchange offer regardless of the circumstances giving rise to them. We may waive any condition in whole or in part in our discretion. Our failure to exercise our rights under any of the above conditions does not represent a waiver of these rights. Each right is an ongoing right which may be asserted at any time. Any determination by us concerning the conditions described above will be final and binding upon all parties. All such conditions to the exchange offer, other than those subject to applicable law, will be either satisfied or waived by us on or before the expiration of the exchange offer. There are no federal or state regulatory requirements that must be met, except for requirements under applicable securities laws.

      If we consider an amendment to the exchange offer to be material, or if we waive a material condition of the exchange offer, we will promptly disclose the amendment in a prospectus supplement, and if required by law, we will extend the exchange offer for a period of five to ten business days.

      If a stop order issued by the SEC is in effect with respect to the registration statement of which this document is a part, we will not accept any debentures tendered and we will not exchange for any exchange notes.

Fees and expenses

      Robertson Stephens is acting as the dealer manager in connection with the exchange offer. Robertson Stephens will receive a fee in the manner described below for its services as dealer manager, in addition to being reimbursed for its out-of-pocket expenses, including attorneys’ fees, in connection with the exchange offer. Robertson Stephens’ fees will be payable if and when the exchange offer is completed.

      Robertson Stephens’ fee will be calculated based on a sliding scale as a percentage of incremental principal amount of debentures tendered above specified thresholds. The fee scale ranges from $5.00 per $1,000 principal amount up to a maximum of $50.00 per $1,000 principal amount if more than 72.3% of the aggregate principal amount of the debentures are tendered. Based on the foregoing fee structure, if the maximum number of outstanding debentures which we have offered to accept for exchange are in fact exchanged in the exchange offer, Robertson Stephens will receive an aggregate fee of approximately $2.26 million, or 1.66%, of the aggregate principal amount of debentures currently outstanding. This fee will be paid in the form of exchange notes.

      Robertson Stephens will also be reimbursed for its reasonable out-of-pocket expenses incurred in connection with the exchange offer (including the reasonable fees and disbursements of counsel), whether or not the transaction closes.

      We have agreed to indemnify Robertson Stephens against specified liabilities relating to or arising out of the offer, including civil liabilities under the federal securities laws, and to contribute to payments which Robertson Stephens may be required to make in respect thereof. However, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. Robertson Stephens may from time to time hold debentures, exchange notes and our common stock in its proprietary accounts, and to the extent it owns debentures in these accounts at the time of the exchange offer, Robertson Stephens may tender these debentures.

      We will enter into a registration rights agreement with Robertson Stephens with respect to the exchange notes to be issued to Robertson Stephens for payment of their fees in connection with the issuance of the exchange notes.

      We have retained D.F. King & Co., Inc., to act as the information agent and The Bank of New York to act as the exchange agent in connection with the exchange offer. The information agent may contact holders of debentures by mail, telephone, facsimile transmission and personal interviews and may request brokers, dealers and other nominee debenture holders of existing notes to forward materials relating to the exchange offer to beneficial owners. The information agent and the exchange agent each will receive reasonable compensation for their respective services, will be reimbursed for reasonable out-of-pocket expenses and will be indemnified against liabilities in connection with their services, including liabilities under the federal securities laws.

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      Neither the information agent nor the exchange agent has been retained to make solicitations or recommendations. The fees they receive will not be based on the principal amount of debentures tendered under the exchange offer.

      We will not pay any fees or commissions to any broker or dealer, or any other person, other than Robertson Stephens or a soliciting dealer as described below, for soliciting tenders of debentures under the exchange offer. Brokers, dealers, commercial banks and trust companies will, upon request, be reimbursed by us for reasonable and necessary costs and expenses incurred by them in forwarding materials to their customers.

Payment of solicitation fee

      We will pay to soliciting dealers a solicitation fee of $2.50 per $1,000 of debentures tendered and accepted for exchange in the exchange offer. As used herein, a “soliciting dealer” is an entity covered by a letter of transmittal which names the dealer as having solicited and obtained the tender, and is:

      No such fee shall be payable to a soliciting dealer with respect to the tender of debentures by a holder unless the letter of transmittal accompanying such tender designates such soliciting dealer. No such fee shall be payable to a soliciting dealer in respect of debentures registered in the name of such soliciting dealer unless such debentures are held by such soliciting dealer as nominee and the debentures are being tendered for the benefit of one or more beneficial owners identified on the letter of transmittal. No such fee shall be payable to a soliciting dealer if such soliciting dealer is required for any reason to transfer the amount of such fee to a depositing holder (other than itself). No such fee shall be paid to a soliciting dealer with respect to debentures tendered for such soliciting dealer’s own account. No broker, dealer, bank, trust company or fiduciary shall be deemed to be the agent of us, DTC, the dealer manager or the information agent for purposes of the exchange offer.

Legal limitation

      The above conditions are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any such condition, or may be waived by us in whole or in part at any time and from time to time in our sole discretion. Our failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time, and from time to time.

      In addition, we will not accept for exchange any debentures tendered, and no exchange notes will be issued in exchange for any such debentures, if at such time any stop order shall be threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture under the Trust Indenture Act of 1939.

Exchange agent

      The Bank of New York has been appointed as the exchange agent for the exchange offer. All executed letters of transmittal should be directed to the exchange agent at one of its addresses as set forth below. Questions, requests for assistance, requests for additional copies of this prospectus or of the letter of

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For registered 6% debentures, 6  3/8% debentures and 7  1/4% debentures

By Facsimile Transmission:

Confirm by Telephone:

For bearer 6% debentures

By Mail, Overnight Delivery or Hand Delivery:

      If you deliver the letter of transmittal to an address other than as set forth above or transmission of instructions via facsimile other than as set forth above, then such delivery or transmission does not constitute a valid delivery of such letter of transmittal.

Fees and expenses

      The aggregate fees and expenses to be incurred in connection with the exchange offer and the cash offer, assuming maximum debenture holder participation, we estimate will be approximately $5.7 million and will be paid by us.

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CASH OFFER OF ADDITIONAL EXCHANGE NOTES

      In addition to the exchange offer, we are offering to only those holders of debentures which are tendered and accepted in the exchange offer the right to purchase up to $25.0 million aggregate principal amount of additional exchange notes for cash (the “cash offer”). The exchange notes in the cash offer are identical in all respects to the exchange notes provided in the exchange offer as described in this document under the heading “Description of Exchange Notes.”

      If a holder’s tender of debentures is withdrawn, we will not sell any additional exchange notes for cash to that holder. Offers to purchase additional exchange notes must be in denominations of principal amount of $1,000 and any integral multiple of $1,000.

      You may indicate your interest in purchasing additional exchange notes on the letter of transmittal. If you are a beneficial owner and hold the debentures through a custodian (a broker, dealer, commercial bank, trust company or other nominee), your custodian will provide you with their instruction letter for you to indicate the amount of exchange notes, if any, that you want to purchase.

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CAPITALIZATION

      The following table sets forth the consolidated unaudited capitalization of Coeur d’Alene Mines Corporation at March 31, 2001, and as adjusted to give effect to:

      The following table also sets forth the proforma unaudited capitalization at March 31, 2001 which gives effect to our acquisition during April 2001 of $11.02 million amount of 7  1/4% debentures in exchange for 4,257,618 shares of our common stock, resulting in an extraordinary gain of $5.7 million.

      If the maximum amount of debentures are not validly tendered or accepted in the exchange offer, the amount attributed to the exchange notes would decrease and the amount attributed to the debentures would increase. Furthermore, the extraordinary gain on the early extinguishment of debt would be reduced.

      The financial data at March 31, 2001 in the following table are derived from our unaudited financial statements for the three months ended March 31, 2001.

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SELECTED CONSOLIDATED FINANCIAL DATA

      The consolidated operating statement data for the years ended December 31, 1999 and 2000 and the balance sheet data at December 31, 1999 and 2000 are derived from our audited consolidated financial statements audited by Arthur Andersen LLP, independent public accountants, which are included in this prospectus. The consolidated operating statement data for the year ended December 31, 1998 are derived from our audited consolidated financial statements audited by Ernst & Young LLP, independent auditors, which are included in this prospectus. Please refer to the complete consolidated financial statements and the related notes thereto for more information. The selected operating statement data for the years ended December 31, 1996 and 1997 and the balance sheet data at December 31, 1996, 1997 and 1998, have been derived from our consolidated financial statements audited by Ernst & Young LLP that are not included in this prospectus. The consolidated operating statement for the quarter ended March 31, 2000 and 2001 and the consolidated balance sheet data as of March 31, 2000 and 2001 are derived from our unaudited consolidated financial statements, and include in our opinion, all adjustments, including normal recurring adjustments, necessary to present fairly the financial information therein. These results are not necessarily indicative of the results that may be expected for future periods.

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