UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
APEX SILVER MINES LIMITED
----------------------------------------------
(Name of Issuer)
Common Stock, $0.01 Par Value
----------------------------------------------
(Title of Class of Securities)
G04074103
--------------------------
(CUSIP Number)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosure
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Continued on following page(s)
Page 1 of 23 Pages
Exhibit Index: Page 19
<PAGE>
SCHEDULE 13G
CUSIP No. G04074103 Page 2 of 23 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SILVER HOLDINGS LDC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
CAYMAN ISLANDS
5 Sole Voting Power
Number of 6,297,321
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 6,297,321
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
6,297,321/1/
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
24.77%
12 Type of Reporting Person*
OO; IV
- -------------------------
/1/ See Item 4(a)(i)
<PAGE>
SCHEDULE 13G
CUSIP No. G04074103 Page 3 of 23 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
QUANTUM INDUSTRIAL PARTNERS LDC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
CAYMAN ISLANDS
5 Sole Voting Power
Number of 6,553,731
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 6,553,731
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
6,553,731
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
25.78%
12 Type of Reporting Person*
OO; IV
<PAGE>
SCHEDULE 13G
CUSIP No. G04074103 Page 4 of 23 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
QIH MANAGEMENT INVESTOR, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 6,553,731
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 6,553,731
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
6,553,731
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
25.78%
12 Type of Reporting Person*
PN; IA
<PAGE>
SCHEDULE 13G
CUSIP No. G04074103 Page 5 of 23 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
QIH MANAGEMENT, INC.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 6,553,731
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 6,553,731
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
6,553,731
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
25.78%
12 Type of Reporting Person*
CO
<PAGE>
SCHEDULE 13G
CUSIP No. G04074103 Page 6 of 23 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SOROS FUND MANAGEMENT LLC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 6,553,731
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 6,553,731
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
6,553,731
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
25.78%
12 Type of Reporting Person*
OO; IA
<PAGE>
SCHEDULE 13G
CUSIP No. G04074103 Page 7 of 23 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
GEORGE SOROS (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 76,923
Shares
Beneficially 6 Shared Voting Power
Owned By 6,553,731
Each
Reporting 7 Sole Dispositive Power
Person 76,923
With
8 Shared Dispositive Power
6,553,731
9 Aggregate Amount Beneficially Owned by Each Reporting Person
6,630,654
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
26.08%
12 Type of Reporting Person*
IA
<PAGE>
SCHEDULE 13G
CUSIP No. G04074103 Page 8 of 23 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
GEOSOR CORPORATION
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
NEW YORK
5 Sole Voting Power
Number of 76,923
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 76,923
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
76,923
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
0.30%
12 Type of Reporting Person*
CO
<PAGE>
SCHEDULE 13G
CUSIP No. G04074103 Page 9 of 23 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
STANLEY F. DRUCKENMILLER (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 6,553,731
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
6,553,731
9 Aggregate Amount Beneficially Owned by Each Reporting Person
6,553,731
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
25.78%
12 Type of Reporting Person*
IA
<PAGE>
SCHEDULE 13G
CUSIP No. G04074103 Page 10 of 23 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
PAUL SOROS (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 25,641
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 25,641
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
25,641
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
0.10%
12 Type of Reporting Person*
IN
<PAGE>
Page 11 of 23 Pages
Item 1(a) Name of Issuer:
Apex Silver Mines Limited (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive Offices:
Caledonian House, Ground Floor, Mary Street, Georgetown, Grand
Cayman, Cayman Islands.
Item 2(a) Name of Person Filing:
This statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) Silver Holdings LDC ("Silver Holdings");
ii) Quantum Industrial Partners LDC ("QIP");
iii) QIH Management Investor, L.P. ("QIHMI");
iv) QIH Management, Inc. ("QIH Management");
v) Soros Fund Management LLC ("SFM LLC");
vi) Mr. George Soros ("Mr. George Soros");
vii) Geosor Corporation ("Geosor");
viii) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller"); and
ix) Mr. Paul Soros ("Mr. Paul Soros").
This statement is filed on behalf of Silver Holdings, an
exempted limited duration company formed under the laws of the
Cayman Islands; QIP, a Cayman Islands limited duration
company; QIHMI, an investment advisory firm organized as a
Delaware limited partnership; QIH Management, a Delaware
corporation; SFM LLC, a Delaware limited liability company;
Mr. George Soros; Geosor, a New York Corporation; Mr.
Druckenmiller, the Lead Portfolio Manager of SFM LLC; and Mr.
Paul Soros. QIP owns fifty percent of the outstanding share
capital of Silver Holdings. The sole managing member of QIP is
QIHMI, the sole general partner of which is QIH Management.
Mr. George Soros is the sole shareholder of QIH Management,
and has entered into an agreement dated as of January 1, 1997
with SFM LLC pursuant to which Mr. George Soros has, among
<PAGE>
Page 12 of 23 Pages
other things, agreed to use his best efforts to cause QIH
Management to act on the direction of SFM LLC. Mr. George
Soros is also the Chairman of SFM LLC, and in such capacity
may be deemed to have voting and dispositive power over the
Shares held for the account of QIP. Mr. George Soros is the
sole shareholder of Geosor, which owns fifteen percent of the
outstanding share capital of Silver Holdings. Mr. Paul Soros
is the sole shareholder and sole director of VDM, Inc., a
Delaware corporation ("VDM"). VDM owns five percent of
the outstanding share capital of Silver Holdings.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of Silver
Holdings is Kaya Flamboyan 9, Willemstad, Curacao, Netherlands
Antilles. QIP has its principal business office at Kaya
Flamboyan 9, Willemstad, Curacao, Netherlands Antilles. QIHMI,
QIH Management, SFM LLC, Mr. George Soros, Geosor, Mr.
Druckenmiller, and Mr. Paul Soros have their principal offices
at 888 Seventh Avenue, 33rd Floor, New York, New York, 10106.
Item 2(c) Citizenship:
i) Silver Holdings is a Cayman Islands exempted limited
duration company;
ii) QIP is a Cayman Islands exempted limited duration
company;
iii) QIHMI is a Delaware limited partnership;
iv) QIH Management is a Delaware corporation;
v) SFM LLC is a Delaware limited liability company;
vi) Mr. George Soros is a citizen of the United States;
vii) Geosor is a New York corporation;
viii) Mr. Druckenmiller is a citizen of the United States;
and
ix) Mr. Paul Soros is a citizen of the United States.
Item 2(d) Title of Class of Securities:
Common Stock, $0.01 par value (the "Shares").
Item 2(e) CUSIP Number:
G04074103
<PAGE>
Page 13 of 23 Pages
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of December 31, 1997, the number of Shares which may be
deemed to have been beneficially owned by each of the
Reporting Persons was as follows:
i) Silver Holdings may be deemed to have been the
beneficial owner of 6,297,321 Shares held for its
account. This number consists of (a) 1 Share and (b)
6,297,320 Ordinary shares, $0.01 par value per share,
of Apex Silver Mines LDC ("Apex LDC"), a subsidiary of
the Issuer, (the "LDC Shares"). On August 6, 1996,
Silver Holdings entered into a Buy-Sell Agreement with
the Issuer (the "Buy-Sell Agreement"). Pursuant to the
terms of the Buy-Sell Agreement, upon a request by
Silver Holdings, the Issuer is required to purchase, at
the Issuer's sole option, for (i) cash, (ii) Shares on
a one for one basis or (iii) a combination of (i) and
(ii), the 6,297,320 LDC Shares owned by Silver
Holdings.
ii) Each of QIP, QIHMI, QIH Management, and SFM LLC may be
deemed to have been the beneficial owner of 6,553,731
Shares. This number consists of the 256,410 Shares held
for the account of QIP and the 6,297,321 Shares held
for the account of Silver Holdings (assuming conversion
of the LDC Shares).
iii) Mr. George Soros may be deemed to have been the
beneficial owner of 6,630,654 Shares. This number
consists of (a) the 256,410 Shares held for the account
of QIP, (b) the 6,297,321 Shares held for the account
of Silver Holdings (assuming conversion of the LDC
Shares) and (c) the 76,923 Shares held for the account
of Geosor.
iv) Geosor may be deemed to have been the beneficial owner
of the 76,923 Shares held for its account.
v) Mr. Druckenmiller, as Lead Portfolio Manager of SFM
LLC, may be deemed to have been the beneficial owner of
6,553,731 Shares. This number consists of the 256,410
Shares held for the account of QIP and the 6,297,321
Shares held for the account of Silver Holdings
(assuming conversion of the LDC Shares).
vi) Mr. Paul Soros may be deemed to have been the
beneficial owner of the 25,641 Shares held by his
account.
<PAGE>
Page 14 of 23 Pages
Item 4(b) Percent of Class:
(i) The number of Shares which may be deemed to have been
beneficially owned by Silver Holdings constitutes
approximately 24.77% of the total number of Shares
outstanding (assuming conversion of the LDC Shares);
(ii) Each of QIP, QIHMI, QIH Management, SFM LLC, and Mr.
Druckenmiller may be deemed to have had beneficial
ownership over approximately 25.78% of the total
number of shares outstanding (assuming conversion of
the LDC Shares);
(iii) Mr. George Soros may be deemed to have had beneficial
ownership over approximately 26.08% of the total
number of shares outstanding (assuming conversion of
the LDC Shares);
(iv) Geosor may be deemed to have had beneficial ownership
over approximately 0.30% of the total number of
shares outstanding; and
(v) Mr. Paul Soros may be deemed to have had beneficial
ownership over approximately 0.10% of the total
number of shares outstanding.
Item 4(c) Number of shares as to which such person had:
Silver Holdings
- ---------------
(i) Sole power to vote or to direct the vote: 6,297,321
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the
disposition of: 6,297,321
(iv) Shared power to dispose or to direct the
disposition of: 0
QIP, QIHMI, QIH Management, SFM LLC
- -----------------------------------
(i) Sole power to vote or to direct the vote: 6,553,731
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the
disposition of: 6,553,731
(iv) Shared power to dispose or to direct the
disposition of: 0
<PAGE>
Page 15 of 23 Pages
Mr. George Soros
- ----------------
(i) Sole power to vote or to direct the vote: 76,923
(ii) Shared power to vote or to direct the vote: 6,553,731
(iii) Sole power to dispose or to direct the
disposition of: 76,923
(iv) Shared power to dispose or to direct the
disposition of: 6,553,731
Geosor
- ------
(i) Sole power to vote or to direct the vote: 76,923
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the
disposition of: 76,923
(iv) Shared power to dispose or to direct the
disposition of: 0
Mr. Druckenmiller
- -----------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 6,553,731
(iii) Sole power to dispose or to direct the
disposition of: 0
(iv) Shared power to dispose or to direct the
disposition of: 6,553,731
Mr. Paul Soros
- --------------
(i) Sole power to vote or to direct the vote: 25,641
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the
disposition of: 25,641
(iv) Shared power to dispose or to direct the
disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class: [_]
This Item 5 is not applicable.
<PAGE>
Page 16 of 23 Pages
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
This Item 6 is not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
This Item 10 is not applicable.
<PAGE>
Page 17 of 23 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: February 13, 1998 SILVER HOLDINGS LDC
By: /S/ SEAN C. WARREN
-----------------------------
Sean C. Warren
Director
Date: February 13, 1998 QUANTUM INDUSTRIAL PARTNERS LDC
By: /S/ MICHAEL C. NEUS
-----------------------------
Michael C. Neus
Attorney-in-Fact
Date: February 13, 1998 QIH MANAGEMENT INVESTOR, L.P.
By: QIH MANAGEMENT, INC.,
its General Partner
By: /S/ MICHAEL C. NEUS
------------------------
Michael C. Neus
Vice President
Date: February 13, 1998 QIH MANAGEMENT, INC.
By: /S/ MICHAEL C. NEUS
-----------------------------
Michael C. Neus
Vice President
Date: February 13, 1998 SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
-----------------------------
Michael C. Neus
Assistant General Counsel
<PAGE>
Page 18 of 23 Pages
Date: February 13, 1998 GEORGE SOROS
By: /S/ MICHAEL C. NEUS
------------------------
Michael C. Neus
Attorney-in-Fact
Date: February 13, 1998 GEOSOR CORPORATION
By: /S/ MICHAEL C. NEUS
------------------------
Michael C. Neus
Assistant Secretary
Date: February 13, 1998 STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
------------------------
Michael C. Neus
Attorney-in-Fact
Date: February 13, 1998 PAUL SOROS
By: /S/ PAUL SOROS
------------------------
Paul Soros
<PAGE>
Page 19 of 23 Pages
EXHIBITS
Page
----
A. Power of Attorney dated as of January 1, 1997 granted
by Mr. George Soros in favor of Mr. Sean C. Warren and
Mr. Michael C. Neus ............................................. 20
B. Power of Attorney dated as of January 1, 1997 granted
by Mr. Stanley F. Druckenmiller in favor of Mr. Sean C.
Warren and Mr. Michael C. Neus................................... 21
C. Joint Filing Agreement dated as of February 13, 1998 by
and among Silver Holdings LDC, Quantum Industrial
Partners LDC, QIH Management Investor, L.P., QIH
Management, Inc., Soros Fund Management LLC, Mr. George
Soros, Geosor Corporation, Mr. Stanley F.
Druckenmiller, and Mr. Paul Soros................................ 22
Page 20 of 23 Pages
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, GEORGE SOROS, hereby make, constitute
and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting individually, as
my agent and attorney-in-fact for the purpose of executing in my name, (a) in my
personal capacity or (b) in my capacity as Chairman of, member of or in other
capacities with Soros Fund Management LLC, all documents, certificates,
instruments, statements, filings and agreements ("documents") to be filed with
or delivered to any foreign or domestic governmental or regulatory body or
required or requested by any other person or entity pursuant to any legal or
regulatory requirement relating to the acquisition, ownership, management or
disposition of securities or other investments, and any other documents relating
or ancillary thereto, including but not limited to, all documents relating to
filings with the United States Securities and Exchange Commission (the "SEC")
pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934
(the "Act") and the rules and regulations promulgated thereunder, including: (1)
all documents relating to the beneficial ownership of securities required to be
filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act,
including, without limitation: (a) any acquisition statements on Schedule 13D or
Schedule 13G and any amendments thereto, (b) any joint filing agreements
pursuant to Rule 13d-1(f) and (c) any initial statements of, or statements of
changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and
(2) any information statements on Form 13F required to be filed with the SEC
pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of this 1st day of
January, 1997.
/s/George Soros
--------------------------
GEORGE SOROS
Page 21 of 23 Pages
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, STANLEY F. DRUCKENMILLER, hereby make,
constitute and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting
individually, as my agent and attorney-in-fact for the purpose of executing in
my name, (a) in my personal capacity or (b) in my capacity as Chairman of,
member of or in other capacities with Soros Fund Management LLC, all documents,
certificates, instruments, statements, filings and agreements ("documents") to
be filed with or delivered to any foreign or domestic governmental or regulatory
body or required or requested by any other person or entity pursuant to any
legal or regulatory requirement relating to the acquisition, ownership,
management or disposition of securities or other investments, and any other
documents relating or ancillary thereto, including but not limited to, all
documents relating to filings with the United States Securities and Exchange
Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities
Exchange Act of 1934 (the "Act") and the rules and regulations promulgated
thereunder, including: (1) all documents relating to the beneficial ownership of
securities required to be filed with the SEC pursuant to Section 13(d) or
Section 16(a) of the Act, including, without limitation: (a) any acquisition
statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any
joint filing agreements pursuant to Rule 13d-1(f) and (c) any initial statements
of, or statements of changes in, beneficial ownership of securities on Form 3,
Form 4 or Form 5 and (2) any information statements on Form 13F required to be
filed with the SEC pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of this 1st day of
January, 1997.
/s/Stanley F. Druckenmiller
--------------------------------
STANLEY F. DRUCKENMILLER
Page 22 of 23 Pages
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect to
the Common Stock of Apex Silver Mines Limited dated as of February 13, 1998 is,
and any amendments thereto signed by each of the undersigned shall be, filed on
behalf of us pursuant to and in accordance with the provisions of Rule 13d-1(f)
under the Securities Exchange Act of 1934.
Date: February 13, 1998 SILVER HOLDINGS LDC
By: /S/ SEAN C. WARREN
-----------------------------
Sean C. Warren
Director
Date: February 13, 1998 QUANTUM INDUSTRIAL PARTNERS LDC
By: /S/ MICHAEL C. NEUS
-----------------------------
Michael C. Neus
Attorney-in-Fact
Date: February 13, 1998 QIH MANAGEMENT INVESTOR, L.P.
By: QIH MANAGEMENT, INC.,
its General Partner
By: /S/ MICHAEL C. NEUS
------------------------
Michael C. Neus
Vice President
Date: February 13, 1998 QIH MANAGEMENT, INC.
By: /S/ MICHAEL C. NEUS
-----------------------------
Michael C. Neus
Vice President
Date: February 13, 1998 SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
-----------------------------
Michael C. Neus
Assistant General Counsel
<PAGE>
Page 23 of 23 Pages
Date: February 13, 1998 GEORGE SOROS
By: /S/ MICHAEL C. NEUS
------------------------
Michael C. Neus
Attorney-in-Fact
Date: February 13, 1998 GEOSOR CORPORATION
By: /S/ MICHAEL C. NEUS
------------------------
Michael C. Neus
Assistant Secretary
Date: February 13, 1998 STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
------------------------
Michael C. Neus
Attorney-in-Fact
Date: February 13, 1998 PAUL SOROS
By: /S/ PAUL SOROS
------------------------
Paul Soros
