APEX SILVER MINES LTD
SC 13G, 1998-02-12
SILVER ORES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G
                                 (Rule 13d-102)

                    Under the Securities Exchange Act of 1934
                               (Amendment No. )(1)

                            Apex Silver Mines Limited
              ----------------------------------------------------
                                (Name of Issuer)


                         Ordinary Shares, $.01 Par Value
              ----------------------------------------------------
                         (Title of Class of Securities)


                                  GO4074 10 3
              ----------------------------------------------------
                                 (CUSIP Number)

     (1) 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 disclosures 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).
<PAGE>

CUSIP No. GO4074 10 3                   13G                    Page 1 of 1 Pages

- --------------------------------------------------------------------------------
1     Name of Reporting Person
      S.S. or I.R.S. Identification No. of Above Person

      Thomas S. Kaplan
      
- --------------------------------------------------------------------------------
2     Check the Appropriate Box If a Member of a Group
                                     a. |_|
                                     b. |_|
- --------------------------------------------------------------------------------
3     SEC Use Only

- --------------------------------------------------------------------------------
4     Citizenship or Place of Organization

      United States
- --------------------------------------------------------------------------------
                  5     Sole Voting Power
  Number of
   Shares               6,674,979
Beneficially            --------------------------------------------------------
  Owned By        6     Shared Voting Power
    Each
  Reporting             None
   Person               --------------------------------------------------------
    With          7     Sole Dispositive Power

                        6,674,979
                        --------------------------------------------------------
                  8     Shared Dispositive Power

                        None
                        --------------------------------------------------------

- --------------------------------------------------------------------------------
9     Aggregate Amount Beneficially Owned by Each Reporting Person

      6,674,979
- --------------------------------------------------------------------------------
10    Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*  |_|


- --------------------------------------------------------------------------------
11    Percent of Class Represented By Amount in Row (9)

      36%
- --------------------------------------------------------------------------------
12    Type of Reporting Person*

      IN
- --------------------------------------------------------------------------------


                      *SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>

                           INSTRUCTIONS FOR COVER PAGE

      (1) Names and I.R.S. Identification Numbers of Reporting Persons. Furnish
the full legal name of each person for whom the report is filed--i.e., each
person required to sign the schedule itself--including each member of a group.
Do not include the name of a person require to be identified in the report but
who is not a reporting person. Reporting person that are entities are also
requested to furnish their I.R.S. identification numbers, although disclosure of
such numbers is voluntary, not mandatory (see "SPECIAL INSTRUCTIONS FOR
COMPLYING WITH SCHEDULE 13G," below).

      (2) If any of the shares beneficially owned by a reporting person are held
as a member of a group and such membership is expressly affirmed, please check
row 2(a). If the membership in a group is disclaimed or the reporting person
describes a relationship with other persons but does not affirm the existence of
a group, please check row 2(b) (unless a joint filing pursuant to Rule
13d-1(f)(1) in which case it may not be necessary to check row 2(b)).

      (3) The third row is for SEC internal use; please leave blank.

      (4) Citizenship or place of organization. Furnish citizenship if the named
reporting person is a natural person. Otherwise, furnish place of organization.

      (5) - (9), (11) Aggregate amount beneficially owned by each reporting
person, etc. Rows (5) through (9) inclusive, and (11) are to be completed in
accordance with the provisions of Item 4 of Schedule 13G. All percentages are to
be rounded off to the nearest 10th (one place after decimal point).

      (10) Check if the aggregate amount reported as beneficially owned in row
(9) does not include shares as to which beneficial ownership is disclaimed
pursuant to Rule 13d-4 under the Securities Exchange Act of 1934.

      (12) Type of reporting person. Please clarify each "reporting person"
according to the following breakdown (see Item 3 of Schedule 13G) and place the
appropriate symbol on the form:

                            Category                                   Symbol
                            --------                                   ------
Broker dealer...................................................         BD
Bank............................................................         BK
Insurance company...............................................         IC
Investment company..............................................         IV
Investment adviser..............................................         IA
Employee benefit plan, person fund, or endowment fund...........         EP
Parent holding company..........................................         HC
Corporation.....................................................         CO
Partnership.....................................................         PN
Individual......................................................         IN
Other...........................................................         OO

      Notes. Attach as many copies of the second part of the cover page as are
needed, one reporting person per page.

      Filing persons may, in order to avoid unnecessary duplication, answer
items on the schedules (Schedule 13D, 13G or 14D-1) by appropriate
cross-references to an item or items on the cover page(s). This approach may
only be used where the cover page item or items provide all the disclosure
required by the schedule item. Moreover, such a use of a cover page item will
result in the item becoming a part of the schedule and accordingly being
considered as "filed" for purposes of Section 18 of the Securities Exchange Act
or otherwise subject to the liabilities of that section of the Act.

      Reporting persons may comply with their cover page filing requirements by
filing either completed copies of the blank forms available from the Commission,
printed or typed
<PAGE>

              SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G

        Under Section 13(d), 13(g) and 23 of the Securities Exchange Act of 1934
and the rules and regulations thereunder, the Commission is authorized to
solicit the information required to be supplied by this schedule by certain
securities holders of certain issuers.

      Disclosure of the information specified in this schedule is mandatory,
except for I.R.S. identification numbers, disclosure of which is voluntary. The
information will be used for the primary purpose of determining and disclosing
the holdings of certain beneficial owners of certain equity securities. This
statement will be made a matter of public record. Therefore, any information
given will be available for inspection by any member of the public.

      Because the public nature of the information, the Commission can use it
for a variety of purposes, including referral to other governmental authorities
or securities self-regulatory organizations for investigatory purposes or in
connection with litigation involving the Federal securities laws or other civil,
criminal or regulatory statutes or provisions. I.R.S. identification numbers, if
furnished, will assist the Commission in identifying security holders and,
therefore, in promptly processing statements of beneficial ownership of
securities.

      Failure to disclose the information requested by this schedule, except for
I.R.S. identification numbers, may result in civil or criminal action against
the person involved for violation of the Federal securities laws and rules
promulgated thereunder.

      General Instructions. A. Statements containing the information required by
this schedule shall be filed not later than February 14, following the calendar
year covered by the statement or within the time specified in Rule 13d-1(b)(2),
if applicable.

      B. Information contained in a form which is required to be filed by rules
under Section 13(f) for the same calendar year as that covered by a statement on
this schedule may be incorporated by reference in response to any of the items
of this schedule. If such information is incorporated by reference in this
schedule, copies of the relevant pages of such form shall be filed as an exhibit
to this schedule.

      C. The item numbers and captions of the items shall be included but the
text of the items is to be omitted. The answers to the items shall be so
prepared as to indicate clearly the coverage of the items without referring to
the text of the items. Answer every item. If an item is inapplicable or the
answer is in the negative, so state.

      Item 1(a). Name of Issuer:

      The name of the issuer is Apex Silver Mines Limited (the "Issuer").

      Item 1(b). Address of Issuer's Principal Executive Offices:

      The address of Issuer's principal executive office is Caledonian House,
      Ground Floor, Mary Street, Georgetown, Grand Cayman, Cayman Islands,
      British West Indies.

      Item 2(a). Name of Person Filing:

      This report is being filed by Thomas S. Kaplan.
<PAGE>

      Item 2(b). Address of Principal Business Office, or, if None, Residence.

      The business address of the person filing this report is 48 West 68th St.,
Apartment 11A, New York, NY 10023

      Item 2(c). Citizenship:

            United States

      Item 2(d). Title of Class of Securities:

            Ordinary Shares, $.01 Par Value

      Item 2(e). CUSIP NUMBER:

            GO4074 10 3

      Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
      check whether the person filing is a:

      (a) |_| Broker or dealer registered under Section 15 of the Act.

      (b) |_| Bank as defined in Section 3(a)(6) of the Act.

      (c) |_| Insurance Company as defined in Section 3(a)(19) of the Act.

      (d) |_| Investment Company registered under Section 8 of the Investment
              Company Act.

      (e) |_| Investment Adviser registered under Section 203 of the Investment
              Advisers Act of 1940.

      (f) |_| Employee Benefit Plan, Pension Fund which is subject to the
              provisions of the Employee Retirement Income Security Act of 1974
              or Endowment Fund; see 13d-1(b)(1)(ii)(F).

      (g) |_| Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G);
              see Item 7,

      (h) |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(H).

Item 4. Ownership.

      If the percent of the class owned, as of December 31 of the year covered
by the statement, or as of the last day of any month described in Rule
13d-1(b)(2), if applicable, exceeds five percent, provide the following
information as of that date and identify those shares which there is a right to
acquire.

      (a) Amount beneficially owned:

            6,674,979 (See Exhibit A)

      (b) Percent of class:

            36%

      (c) Number of shares as to which such person has:

            (i)   Sole power to vote or to direct the vote    6,674,979 (See
                  Exhibit A)

            (ii)  Shared power to vote or to direct the vote    None
<PAGE>

            (iii) Sole power to dispose or to direct the disposition of
                  6,674,979 (See Exhibit A)

            (iv)  Shared power to dispose or to direct the disposition of   None

            Instruction. For computations regarding securities which represent a
      right to acquire an underlying security, see Rule 13d-3(d)(1).

Item 5. Ownership of Five Percent or Less of a Class.

      If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].

      Instruction. Dissolution of a group requires a response to this item.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

      If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of an employee benefit plan, pension fund or endowment fund is not required.

Item 7. Identification and Classification of the Subsidiary Which Acquired the
        Security Reported on by the Parent Holding Company.

      If a parent holding company has file this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule 13d-1(c), attach an
exhibit stating the identification of the relevant subsidiary.

Item 8. Identification and Classification of members of the Group.

      If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(H), so
indicate under Item 3(h) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to Rule 13d-1(c), attach an exhibit stating the identity of each member
of the group.

Item 9. Notice of Dissolution of Group.

      Notice of dissolution of a group may be furnished as an exhibit stating
the date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.

Item 10. Certification.

      The following certification shall be included if the statement is filed
pursuant to Rule 13d-1(b)):

            "By signing below, I certify that, to the best of my knowledge and
      belief, the securities referred to above were acquired in the ordinary
      course of business and were not acquired for the purpose of and do not
      have the effect of changing or influencing the control of the issuer of
      such securities and were not acquired in connection with or as a
      participant in any transaction having such purpose or effect."
<PAGE>

                                    SIGNATURE

      After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

                                               February 11, 1998
                                        ---------------------------------
                                                    (Date)


                                             /s/ Thomas S. Kaplan
                                        ---------------------------------
                                                (Signature)

                                               Thomas S. Kaplan
                                        ---------------------------------
                                                (Name/Title)

      The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.

            Note. Six copies of this statement, including all exhibits, should
      be filed with the Commission.

            Attention. Intentional misstatements or omissions of fact constitute
      federal criminal violations (see 18 U.S.C. 1001).
<PAGE>

                                    EXHIBIT A
                                       TO
                                    FORM 13G

      As of December 1, 1997, the Reporting Person beneficially owned 6,674,979
Ordinary Shares (the "Shares") of the Issuer, which includes 2,739,154 Shares of
the Issuer owned by Argentum LLC, a Limited Liability Company incorporated under
the laws of the Cayman Islands, and 3,935,825 Shares of the Issuer owned by
Consolidated Commodities, Ltd., a Limited Liability Company organized under the
laws of Bermuda, as to which the Reporting Person has voting and dispositive
control pursuant to Voting Trust Agreements.




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