APEX SILVER MINES LTD
S-1/A, 1997-11-19
SILVER ORES
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<PAGE>
 
   
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 19, 1997     
 
                                                    REGISTRATION NO.: 333-34685
 
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                --------------
                                
                             AMENDMENT NO. 6     
                                      TO
                                   FORM S-1
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                                --------------
                           APEX SILVER MINES LIMITED
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
    CAYMAN ISLANDS                   1044                    NOT APPLICABLE
   (STATE OR OTHER            (PRIMARY STANDARD             (I.R.S. EMPLOYER
     JURISDICTION                 INDUSTRIAL              IDENTIFICATION NO.)
  OF INCORPORATION)          CLASSIFICATION CODE
                                   NUMBER)
 
                        CALEDONIAN HOUSES, GROUND FLOOR
                                  MARY STREET
                           GEORGE TOWN, GRAND CAYMAN
                      CAYMAN ISLANDS, BRITISH WEST INDIES
                                (345) 949-0050
      (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
               CODE OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
                                --------------
                               THOMAS S. KAPLAN
                      PRESIDENT & CHIEF EXECUTIVE OFFICER
                         APEX SILVER MINES CORPORATION
                        1700 LINCOLN STREET, SUITE 3050
                            DENVER, COLORADO 80203
                                (303) 839-5060
           (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                  INCLUDING AREA CODE, OF AGENT FOR SERVICE)
                                --------------
                                  COPIES TO:
      PATRICK J. DOOLEY, ESQ.                      ROBERT F. WALL, ESQ.
 AKIN, GUMP, STRAUSS, HAUER & FELD,                  WINSTON & STRAWN
               L.L.P.                        35 WEST WACKER DRIVE, SUITE 4200
         590 MADISON AVENUE                       CHICAGO, ILLINOIS 60601
      NEW YORK, NEW YORK 10022                        (312) 558-5600
           (212) 872-1000
                                --------------
 
  APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
 
  If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, 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, please 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(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the
same offering. [_]
 
  If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
 
                                --------------
 
  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 THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(a), MAY DETERMINE.
 
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
 
                                    PART II
 
                  INFORMATION NOT REQUIRED IN THE PROSPECTUS
 
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
 
  The following are the estimated expenses, other than the underwriting
discounts and commissions, expected to be incurred in connections with the
issuance and distribution of the securities registered under this Registration
Statement:
 
<TABLE>
   <S>                                                               <C>
   Securities and Exchange Commission Registration Fee.............. $   47,046
   AMEX Listing Fee................................................. $   50,000
   NASD Filing Fee.................................................. $   10,500
   Blue Sky Fees and Expenses*...................................... $   10,000
   Printing and Engraving Expenses*................................. $  300,000
   Legal Fees and Expenses*......................................... $  800,000
   Accounting Fees and Expenses*.................................... $  250,000
   Transfer Agent's Fees and Expenses*.............................. $    3,500
   Miscellaneous*................................................... $   28,954
                                                                     ----------
     Total.......................................................... $1,500,000
                                                                     ==========
</TABLE>
- --------
 * Estimated
 
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
  The Companies Act (1995 Revision) of the Cayman Islands provides in Section
77 that:
 
  The liability of the directors, manager or the managing director of a
company may, if so provided by the memorandum of association, be unlimited.
 
  The Articles of Association of the Company provide as follows:
 
    85. (a)    Every Director (including for the purposes of this Article any
               Alternate Director appointed pursuant to the provisions of
               these Articles), Managing Director, Secretary, Assistant
               Secretary, and, at the discretion of the Board of Directors,
               other officer, consultant, employee or agent, for the time
               being and from time to time of the Company and the personal
               representatives of the same shall be indemnified and secured
               harmless out of the assets and funds of the Company against all
               actions, proceedings, costs, charges, expenses, losses, damages
               or liabilities incurred or sustained by him in or about the
               conduct of the Company's business or affairs or in the
               execution or discharge of his duties, powers, authorities or
               discretions, including without prejudice to the generality of
               the foregoing, any costs, expenses, losses or liabilities
               incurred by him in defending (whether successfully or
               otherwise) any civil proceedings concerning the Company or its
               affairs in any court whether in the Cayman Islands or elsewhere
               provided, that no indemnification shall be available in the
               case of wilful default or fraud.
 
        (b)    No such Director, Alternate Director, Managing Director, agent,
               Secretary, Assistant Secretary or other officer of the Company
               shall be liable (i) for the acts, receipts, neglects, defaults
               or omissions of any other such director or officer or agent of
               the Company or (ii) by reason of his having joined in any
               receipt for money not received by him personally or (iii) for
               any loss on account of defect of title to any property of the
               Company or (iv) on account of the insufficiency of any security
               in or upon which any money of the Company shall be invested or
               (v) for any loss incurred through any bank, broker or other
               agent or (vi) for any loss occasioned by any negligence,
               default, breach of duty, breach of trust, error of
 
                                     II-1
<PAGE>
 
               judgment or oversight on his part or (vii) for any loss, damage
               or misfortune whatsoever which may happen in or arise from the
               execution or discharge of the duties, powers authorities, or
               discretions of his office or in relation thereto, unless the
               same shall happen through his own dishonesty.
 
        (c)    The Board of Directors may authorize the Company to purchase
               and maintain insurance on behalf of any person described in
               Section 83(a), against any liability asserted against him and
               incurred by him in any such capacity, or arising out of his
               status as such, whether or not the Company would have the power
               to indemnify him against such liability under the provisions of
               this Section 83.
 
  To the extent that it is permitted to do so by these provisions, the Company
intends to give an indemnity to each of its directors and to arrange for the
liabilities under these indemnities to be covered.
 
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
 
  Since its formation in March of 1996, Ordinary Shares have been issued in
the following transactions:
 
    1. Effective as of August 6, 1996, the Company issued 4,256,700 Ordinary
  Shares at a price of $8.00 per share to subscribers in a Private Placement.
  Salomon Brothers Inc, S.G. Warburg & Co. Inc. and Matrix U.S.A., LLC acted
  as Private Placement agents for the Offering. The Company paid $1,243,050
  to the Private Placement agents as a fee for their services. All of the
  shares issued were issued to "accredited investors" as defined within
  Regulation D under the Securities Act of 1933, as amended.
 
    2. Effective as of August 6, 1996, the Company issued (i) 25,000 Ordinary
  Shares to each of Ms. Berliner and Messrs. Buchanan, Mohamed Kashoggi and
  de Lucio in exchange for their respective two and one-half percent (2.5%)
  interests in Andean; (ii) 25,000 Ordinary Shares to Mr. McDonald in
  exchange for his profits interests in certain Mexican and Honduran
  properties and his one share of Cordillera Mexico; and (iii) 25,000
  Ordinary Shares to Mr. Golan in exchange for his two and one-half percent
  (2.5%) interest in Apex Asia.
 
    3. Effective as of September 30, 1996, the Company issued 115,207
  Ordinary Shares to Mr. William Natbony at the then per share book value of
  the Company in exchange for consulting services.
 
    4. Effective as of August 15, 1997, the Company issued (i) 268,496
  Ordinary Shares to Mintec in exchange for Mintec's two and one-half percent
  (2.5%) interest in ASC Bolivia, (ii) 113,595 Ordinary Shares to Johnny
  Delgado Achaval in consideration of his consulting and other work for the
  Company, and (iii) 25,000 Ordinary Shares to Mada Limited in consideration
  for its and Mr. Golan's work for the Company.
 
  The Company believes that the foregoing described issuances of securities,
if they constitute sales, are exempt from registration under the Securities
Act of 1933, as amended, by virtue of the exemption provided by Section 4(2)
thereof for transactions not involving a public offering.
 
                                     II-2
<PAGE>
 
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
 
  (a) Exhibits. Attached hereto are the following exhibits:
 
<TABLE>
<CAPTION>
 EXHIBIT
 NUMBER                          DESCRIPTION OF EXHIBIT
 -------                         ----------------------
 <C>     <S>
  1.1    Form of Underwriting Agreement between the Registrant and the U.S.
         Underwriters.*
  1.2    Form of Underwriting Agreement between the Registrant and the
         International Underwriters.*
  1.3    Form of Placement Agency Agreement between the Registrant and the
         Placement Agents.*
  3.1    Form of Amended and Restated Memorandum of Association of the
         Registrant.*
  3.2    Form of Amended and Restated Articles of Association of the
         Registrant.*
  4.1    Specimen of certificate representing the Registrant's Ordinary Shares,
         par value $0.01 per share.*
  5.1    Opinion of W.S. Walker & Company as to the validity of the Ordinary
         Shares (Cayman Islands law).*
 10.1    Shareholders' Agreement, dated as of August 6, 1996, among the
         Shareholders of the Registrant.*
 10.2    Form of consent to amendment of above Shareholders' Agreement, dated
         March 21, 1995.*
 10.3    Buy-Sell Agreement, dated as of August 6, 1996, by and among the
         Registrant, Apex LDC, Litani and Silver Holdings.*
 10.4    Summary of the Registrant's 401(K) Plan.*
 10.5    Management Services Agreement among the Registrant and its
         subsidiaries.*
 10.6    Form of Registrant's Non-Employee Director's Plan.*
 10.7    Form of Registrant's Employees' Share Option Plan.*
 10.8    Form of Registrant's Share Option Agreement.*
 10.9    Employment contract between the Registrant and Marcel F. DeGuire,
         dated July 23, 1996.*
 10.10   Employment contract between the Registrant and Gregory Marlier, dated
         September 26, 1996.*
 10.11   Employment contract between the Registrant and Keith R. Hulley, dated
         August 14, 1996.*
 10.12   Employment contract between the Registrant and Douglas M. Smith, Jr.,
         dated January 21, 1997.*
 10.13   English translation of Deed of Lease and Purchase Option Contract
         between Monica de Prudencio and Mineria Tecnia Consultores Asociados
         S.A. ("Mintec"), dated November 7, 1994, regarding the Tesorera and
         Jayula concessions, with an attached note from Keith Hulley, a
         director of the Registrant, as required by Rule 306 of Regulation S-
         T.*
 10.14   English translation of Assignment Agreement, between ASC Bolivia LDC
         and Mintec regarding the rights to the above agreement, with an
         attached note from Keith Hulley, a director of the Registrant, as
         required by Rule 306 of Regulation S-T.*
 10.15   English translation of the Lease and Purchase Option Contract between
         Empresa Minera Yana Mallcu S.A. and Mintec, dated February 7, 1996,
         regarding the Toldos concession, with an attached note from Keith
         Hulley, a director of the Registrant, as required by Rule 306 of
         Regulation S-T.*
 10.16   English translation of the Assignment of Lease and Purchase Option
         Agreement among Banco Industrial S.A., Mintec and ASC Bolivia LDC,
         with an attached note from Keith Hulley, a director of the Registrant,
         as required by Rule 306 of Regulation S-T.*
 10.17   English translation of the Purchase Option Agreement between Mintec
         and Litoral Mining Cooperative Ltd., dated August 17, 1995, regarding
         the Animas concession, with an attached note from Keith Hulley, a
         director of the Registrant, as required by Rule 306 of Regulation S-
         T.*
</TABLE>
 
                                      II-3
<PAGE>
 
<TABLE>
<CAPTION>
 EXHIBIT
 NUMBER                          DESCRIPTION OF EXHIBIT
 -------                         ----------------------
 <C>     <S>
 10.18   English translation of the Assignment and Assumption Agreement between
         Mintec and ASC Bolivia LDC, dated May 22, 1996, regarding the Animas
         concession, with an attached note from Keith Hulley, a director of the
         Registrant, as required by Rule 306 of Regulation S-T.*
 10.19   English translation of the Purchase Agreement between ASC Bolivia LDC
         and Litoral Mining Cooperative Ltd., regarding the Animas concessions
         with an attached note from Keith Hulley, a director of the Registrant,
         as required by Rule 306 of Regulation S-T.*
 10.20   English translation of the Joint Venture Agreement between Corporacion
         Minera Boliviano S.A. ("Comibol") and ASC Bolivia LDC, regarding the
         Cobrizos Concession, with an attached note from Keith Hulley, a
         director of the Registrant, as required by Rule 306 of Regulation S-
         T.*
 10.21   English translation of the Joint Venture Agreement between Comibol and
         ASC Bolivia LDC, regarding the Choroma Concession, with an attached
         note from Keith Hulley, a director of the Registrant, as required by
         Rule 306 of Regulation S-T.*
 10.22   Mining Agreement between Compania Minera Ocote and Kerry A. McDonald,
         dated June 24, 1994, regarding the El Ocote concession.*
 10.23   Assignment and Assumption Agreement between Kerry A. McDonald and
         Cordilleras Silver Mines Ltd., dated September 27, 1994, regarding the
         assignment of the above Mining Agreement.*
 10.24   Acknowledgment from Bruce Wallis in his capacity as President of
         Compania Minera Ocote S. de R.L. that Cordilleras Silver Mines
         (Cayman) LDC has been assigned Kerry A. McDonald's rights under the
         above Mining Agreement, dated July 10, 1995.*
 10.25   English translation of the agreement between Andean Silver Corporation
         LDC and 190 of the co-owners of the assets which previously belonged
         to Empressa Minera San Juan de Lucanas, S.A. ("EMSJ"), regarding the
         San Juan de Lucanas concession, dated January 12, 1995, with an
         attached note from Keith Hulley, a director of the Registrant, as
         required by Rule 306 of Regulation S-T.*
 10.26   English translation of the agreement between Andean Silver Corporation
         LDC and 133 of the co-owners of the assets which previously belonged
         to EMSJ, regarding the San Juan de Lucanas concession, dated January
         12, 1995, with an attached note from Keith Hulley, a director of the
         Registrant, as required by Rule 306 of Regulation S-T.*
 10.27   English translation of the form of agreement between 16 individuals
         who are some of the co-owners of the assets which previously belonged
         to EMSJ, regarding the San Juan de Lucanas concession, with an
         attached note from Keith Hulley, a director of the Registrant, as
         required by Rule 306 of Regulation S-T.*
 10.28   Board Designation Agreement, dated October 28, 1997, by and between
         the Registrant and Silver Holdings.*
 10.29   Registration Rights and Voting Agreement, dated October 28, 1997 by
         and among the Registrant, Silver Holdings, Consolidated, Argentum,
         Aurum LLC and Thomas S. Kaplan.*
 10.30   Amended and Restated Voting Trust Agreement, dated October 29, 1997,
         between Thomas Kaplan and Consolidated.*
 10.31   Amended and Restated Voting Trust Agreement, dated October 29, 1997,
         between Thomas Kaplan and Argentum LLC.*
 10.32   English translation of the Purchase Agreement between Monica de
         Prudencio and ASC Bolivia, regarding the Tesorera and Jayula
         concessions, dated September 3, 1997, with an attached note from Keith
         Hulley as required by Rule 306 of Regulation S-T.*
 11      Statement regarding computation of per share earnings.*
</TABLE>
 
 
                                      II-4
<PAGE>
 
<TABLE>
<CAPTION>

 EXHIBIT
 NUMBER                         DESCRIPTION OF EXHIBIT
 -------                        ----------------------
 <C>     <S>
 21      List of Subsidiaries.*
 23.1    Consent of W.S. Walker & Company (included as part of Exhibit 5.1).
 23.3    Consent of Price Waterhouse LLP.
 23.4    Consent of CPM Group.*
 23.5    Consent of Mineral Resource Development Inc.*
 23.6    Consent of Knight Piesold LLC.*
 23.7    Consent of Pincock, Allen & Holt.*
 23.8    Consent of Mine Reserves Associates, Inc.*
 23.9    Consent of Kvaerner Metals.*
 23.10   Consent of Behre Dolbear.*
 24.1    Powers of attorney of the Registrant (included on page II-6 hereof).
</TABLE>
 
- --------
*Previously filed.
 
ITEM 17. UNDERTAKINGS.
 
  Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 14 of this
registration statement or otherwise may be permitted, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
 
 
  The undersigned registrant hereby undertakes that:
 
    (1) For purposes of determining any liability under the Securities Act of
  1933, the information omitted from the form of prospectus filed as part of
  this registration statement in reliance upon Rule 430A and contained in a
  form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
  (4) or 497(h) under the Securities Act shall be deemed to be part of this
  registration statement as of the time it was declared effective.
 
    (2) For the purpose of determining any liability under the Securities Act
  of 1933, each post-effective amendment that contains a form of prospectus
  shall be deemed to be a new registration statement relating to the
  securities offered therein, and the offering of such securities at that
  time shall be deemed to be the initial bona fide offering thereof.
 
    (3) The undersigned registrant hereby undertakes to provide the
  underwriters at the closing specified in the underwriting agreements
  certificates in such denominations and registered in such names as required
  by the underwriters to permit prompt delivery to each purchaser.
 
                                     II-5
<PAGE>
 
                                  SIGNATURES
   
  Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-1 and has duly caused this
amendment to be signed on its behalf by the undersigned, thereunto duly
authorized in, New York, New York on November 19, 1997.     
 
                                          Apex Silver Mines Limited
 
                                                   /s/ Thomas S. Kaplan
                                          By: _________________________________
                                              THOMAS S. KAPLAN CHAIRMAN, BOARD
                                                       OF DIRECTORS
   
  Pursuant to the requirements of the Securities Act of 1933, as amended, this
amendment has been signed by the following persons in the capacities as set
forth below on November 19, 1997.     
 
              SIGNATURE                  TITLE                    DATE
 
        /s/ Thomas S. Kaplan           Director
- -------------------------------------  (Registrant's
          THOMAS S. KAPLAN             authorized
                                       representative in
                                       the United States)
 
                  *                    Director
- -------------------------------------
 
           HARRY M. CONGER
 
                  *                    Director
- -------------------------------------
          MICHAEL COMNINOS
 
                  *                    Director
- -------------------------------------
         EDUARDO S. ELSZTAIN
 
                  *                    Director                     
- -------------------------------------                            November 19,
          DAVID SEAN HANNA                                        1997     
 
                  *                    Director
- -------------------------------------
              OVE HOEGH
 
                  *                    Director
- -------------------------------------
           KEITH R. HULLEY
 
                  *                    Director
- -------------------------------------
            RICHARD KATZ
 
                  *                    Director
- -------------------------------------
             PAUL SOROS
 
*        /s/ Thomas S. Kaplan
_____________________________________
          THOMAS S. KAPLAN
          ATTORNEY-IN-FACT
 
                                     II-6
<PAGE>
 
                                    EXHIBIT INDEX
 
<TABLE>
<CAPTION>
 EXHIBIT
 NUMBER                          DESCRIPTION OF EXHIBIT
 -------                         ----------------------
 <C>     <S>
  1.1    Form of Underwriting Agreement between the Registrant and the U.S.
         Underwriters.*
  1.2    Form of Underwriting Agreement between the Registrant and the
         International Underwriters.*
  1.3    Form of Placement Agency Agreement between the Registrant and the
         Placement Agents.*
  3.1    Form of Amended and Restated Memorandum of Association of the
         Registrant.*
  3.2    Form of Amended and Restated Articles of Association of the
         Registrant.*
  4.1    Specimen of certificate representing the Registrant's Ordinary Shares,
         par value U.S. $0.01 per share.*
  5.1    Opinion of W.S. Walker & Company as to the validity of the Ordinary
         Shares (Cayman Islands law).*
 10.1    Shareholders' Agreement, dated as of August 6, 1996, among the
         Shareholders of the Registrant.*
 10.2    Form of consent to amendment of above Shareholders' Agreement, dated
         March 21, 1995.*
 10.3    Buy-Sell Agreement, dated as of August 6, 1996, by and among the
         Registrant, Apex LDC, Litani and Silver Holdings.*
 10.4    Summary of the Registrant's 401(K) Plan.*
 10.5    Management Services Agreement among the Registrant and its
         subsidiaries.*
 10.6    Form of Registrant's Non-Employee Director's Plan.*
 10.7    Form of Registrant's Employees' Share Option Plan.*
 10.8    Form of Registrant's Share Option Agreement.*
 10.9    Employment contract between the Registrant and Marcel F. DeGuire,
         dated July 23, 1996.*
 10.10   Employment contract between the Registrant and Gregory Marlier, dated
         September 26, 1996.*
 10.11   Employment contract between the Registrant and Keith R. Hulley, dated
         August 14, 1996.*
 10.12   Employment contract between the Registrant and Douglas M. Smith, Jr.,
         dated January 21, 1997.*
 10.13   English translation of Deed of Lease and Purchase Option Contract
         between Monica de Prudencio and Mineria Tecnia Consultores Asociados
         S.A. ("Mintec"), dated November 7, 1994, regarding the Tesorera and
         Jayula concessions, with an attached note from Keith Hulley, a
         director of the Registrant, as required by Rule 306 of Regulation S-
         T.*
 10.14   English translation of Assignment Agreement, between ASC Bolivia LDC
         and Mintec, regarding the rights to the above agreement, with an
         attached note from Keith Hulley, a director of the Registrant, as
         required by Rule 306 of Regulation S-T.*
 10.15   English translation of the Lease and Purchase Option Contract between
         Empresa Minera Yana Mallcu S.A. and Mintec, dated February 7, 1996,
         regarding the Toldos concession, with an attached note from Keith
         Hulley, a director of the Registrant, as required by Rule 306 of
         Regulation S-T.*
 10.16   English translation of the Assignment of Lease and Purchase Option
         Agreement among Banco Industrial S.A., Mintec and ASC Bolivia LDC,
         with an attached note from Keith Hulley, a director of the Registrant,
         as required by Rule 306 of Regulation S-T.*
 10.17   English translation of the Purchase Option Agreement between Mintec
         and Litoral Mining Cooperative Ltd. dated, August 17, 1995, regarding
         the Animas concession, with an attached note from Keith Hulley, a
         director of the Registrant, as required by Rule 306 of Regulation S-
         T.*
</TABLE>
<PAGE>
 
<TABLE>
<CAPTION>
 EXHIBIT
 NUMBER                          DESCRIPTION OF EXHIBIT
 -------                         ----------------------
 <C>     <S>
 10.18   English translation of the Assignment and Assumption Agreement between
         Mintec and ASC Bolivia LDC, dated May 22, 1996, regarding the Animas
         concession, with an attached note from Keith Hulley, a director of the
         Registrant, as required by Rule 306 of Regulation S-T.*
 10.19   English translation of the Purchase Agreement between ASC Bolivia LDC
         and Litoral Mining Cooperative Ltd., regarding the Animas Concession
         with an attached note from Keith Hulley, a director of the Registrant,
         as required by Rule 306 of Regulation S-T.*
 10.20   English translation of the Joint Venture Agreement between Corporacion
         Minera Boliviano S.A. ("Comibol") and ASC Bolivia LDC, regarding the
         Cobrizos Concession, with an attached note from Keith Hulley, a
         director of the Registrant, as required by Rule 306 of Regulation S-
         T.*
 10.21   English translation of the Joint Venture Agreement between Comibol and
         ASC Bolivia LDC, regarding the Choroma Concession, with an attached
         note from Keith Hulley, a director of the Registrant, as required by
         Rule 306 of Regulation S-T.*
 10.22   Mining Agreement between Compania Minera Ocote and Kerry A. McDonald,
         dated June 24, 1994, regarding the El Ocote concession.*
 10.23   Assignment and Assumption Agreement between Kerry A. McDonald and
         Cordilleras Silver Mines Ltd., dated September 27, 1994, regarding the
         assignment of the above Mining Agreement.*
 10.24   Acknowledgment from Bruce Wallis in his capacity as President of
         Compania Minera Ocote S. de R.L. that Cordilleras Silver Mines
         (Cayman) LDC has been assigned Kerry A. McDonald's rights under the
         above Mining Agreement, dated July 10, 1995.*
 10.25   English translation of the agreement between Andean Silver Corporation
         LDC and 190 of the co-owners of the assets which previously belonged
         to Empressa Minera San Juan de Lucanas, S.A. ("EMSJ"), regarding the
         San Juan de Lucanas concession, dated January 12, 1995, with an
         attached note from Keith Hulley, a director of the Registrant, as
         required by Rule 306 of Regulation S-T.*
 10.26   English translation of the agreement between Andean Silver Corporation
         LDC and 133 of the co-owners of the assets which previously belonged
         to EMSJ, regarding the San Juan de Lucanas concession, dated January
         12, 1995, with an attached note from Keith Hulley, a director of the
         Registrant, as required by Rule 306 of Regulation S-T.*
 10.27   English translation of the form of agreement between 16 individuals
         who are some of the co-owners of the assets which previously belonged
         to EMSJ, regarding the San Juan de Lucanas concession, with an
         attached note from Keith Hulley, a director of the Registrant, as
         required by Rule 306 of Regulation S-T.*
 10.28   Board Designation Agreement, dated October 28, 1997, by and between
         the Registrant and Silver Holdings.*
 10.29   Registration Rights and Voting Agreement, dated October 28, 1997 by
         and among the Registrant, Silver Holdings, Consolidated, Argentum,
         Aurum LLC and Thomas S. Kaplan.*
 10.30   Amended and Restated Voting Trust Agreement, dated October 29, 1997,
         between Thomas Kaplan and Consolidated.*
 10.31   Amended and Restated Voting Trust Agreement, dated October 29, 1997,
         between Thomas Kaplan and Argentum LLC.*
 10.32   English translation of the Purchase Agreement between Monica de
         Prudencio and ASC Bolivia, regarding the Tesorera and Jayula
         concessions, dated September 3, 1997, with an attached note from Keith
         Hulley as required by Rule 306 of Regulation S-T.*
 11      Statement regarding computation of per share earnings.*
</TABLE>
 
<PAGE>
 
<TABLE>
<CAPTION>
 EXHIBIT
 NUMBER                         DESCRIPTION OF EXHIBIT
 -------                        ----------------------
 <C>     <S>
 21      List of Subsidiaries.*
 23.1    Consent of W.S. Walker & Company (included as part of Exhibit 5.1).
 23.3    Consent of Price Waterhouse LLP.
 23.4    Consent of CPM Group.*
 23.5    Consent of Mineral Resource Development Inc.*
 23.6    Consent of Knight Piesold LLC.*
 23.7    Consent of Pincock, Allen & Holt.*
 23.8    Consent of Mine Reserves Associates, Inc.*
 23.9    Consent of Kvaerner Metals.*
 23.10   Consent of Behre Dolbear.*
 24.1    Powers of attorney of the Registrant (included on page II-6 hereof).
</TABLE>
- --------
 * Previously Filed

<PAGE>
 
                                                                   EXHIBIT 23.3
 
                      CONSENT OF INDEPENDENT ACCOUNTANTS
   
We hereby consent to the use in the Prospectus constituting part of this
Amendment No. 6 to the Registration Statement on Form S-1 of our report dated
August 29, 1997, relating to the financial statements of Apex Silver Mines
Limited, which appears in such Prospectus. We also consent to the reference to
us under the heading "Experts" in such Prospectus.     
 
PRICE WATERHOUSE LLP
 
Denver, Colorado
   
November 19, 1997     


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