APEX SILVER MINES LTD
SC 13D, 1998-08-12
SILVER ORES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

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

                            APEX SILVER MINES LIMITED
                      ------------------------------------
                                (Name of Issuer)

                       Ordinary Shares, US$0.01 Par Value
                      ------------------------------------
                         (Title of Class of Securities)

                                    G04074103
                               ------------------
                                 (CUSIP Number)

                             Patrick J. Dooley, Esq.
                    Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                               590 Madison Avenue
                            New York, New York 10022
                                 (212) 872-1000
                 ----------------------------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                 August 3, 1998
                      ------------------------------------
                      (Date of Event which Requires Filing
                               of this Statement)

If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  which is the subject of this  Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].

Note: Six copies of this statement, including all exhibits, should be filed with
the  Commission.  See Rule 13d- 1(a) for other  parties to whom copies are to be
sent.

*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 6 Pages




<PAGE>


                                                               Page 2 of 6 Pages

                                  SCHEDULE 13D

CUSIP No. G04074103


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

                  EDUARDO S. ELSZTAIN

2        Check the Appropriate Box If a Member of a Group*
                                                     a.  [_]
                                                     b.  [x]

3        SEC Use Only

4        Source of Funds*

                  AF

5        Check Box If Disclosure of Legal  Proceedings  Is Required  Pursuant to
         Items 2(d) or 2(e) [_]

6        Citizenship or Place of Organization

                  Argentina

                           7        Sole Voting Power
  Number of                                 1,767,409
   Shares
Beneficially               8        Shared Voting Power
  Owned By                                  0
    Each
  Reporting                9        Sole Dispositive Power
   Person                                   1,767,409
    With
                           10       Shared Dispositive Power
                                            0

11       Aggregate Amount Beneficially Owned by Each Reporting Person

                                            1,767,409

12       Check Box If the Aggregate  Amount in Row (11) Excludes Certain Shares*
         [_]

13       Percent of Class Represented By Amount in Row (11)

                                    6.74%

14       Type of Reporting Person*

                  IA; IN

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>


                                                               Page 3 of 6 Pages

               This  Statement  on  Schedule  13D  relates to  Ordinary  Shares,
US$0.01 par value per share (the  "Shares"),  of Apex Silver Mines  Limited (the
"Issuer").  This  Statement is being filed by the  Reporting  Person (as defined
herein) to report a recent acquisition of more than 5% of the outstanding Shares
of the Issuer.

Item 1.        Security and Issuer.

               This  Statement  relates  to  the  Shares.  The  address  of  the
principal  executive office of the Issuer is Caledonia House, Ground Floor, Mary
Street, George Town, Grand Cayman, Cayman Islands, British West Indies.

Item 2.        Identity and Background.

               This  Statement  is being filed on behalf of Eduardo S.  Elsztain
(the "Reporting Person"), a citizen of the Republic of Argentina.  The Reporting
Person's  business  address is Bolivar 108, 1er Piso,  Capital  Federal,  Buenos
Aires,  Argentina,  and his  principal  occupation is serving as Chairman of the
Board of each of Consultores  (as defined  below),  Cresud  S.A.C.I.F.  y A., an
Argentine  agriculture company and IRSA Inversiones y Representaciones  Sociedad
Anonima, an Argentine real estate company.

               The Reporting Person is the Chairman and majority  shareholder of
Consultores   Asset  Management  S.A.   (formerly   Consultores  de  Inversiones
Bursatiles y Financiera S.A.,  hereinafter  referred to as "Consultores")  whose
principal  business  is  portfolio  management.  Consultores  is 100%  owner  of
Consultores  Management Company Limited  ("Consultores  Management"),  a company
formed under the laws of the Isle of Man. Consultores  Management is the manager
of and  provides  investment  advice  with  respect to  securities  held for the
account of Quantum Dolphin Plc, a public open-ended investment fund formed under
the laws of the Isle of Man ("Quantum Dolphin").  The principal business address
of  Consultores  is  Bolivar  108,  1er Piso,  Capital  Federal,  Buenos  Aires,
Argentina.  The principal  business  address of Quantum  Dolphin and Consultores
Management is Saint James's Chambers, Athol Street, Douglas, Isle of Man IM11JE.

               During  the past five  years,  neither of the  Reporting  Person,
Consultores,  Consultores  Management,  Quantum Dolphin, nor, to the best of the
Reporting Person's knowledge, any other person mentioned in this Item 2 has been
(a) convicted in a criminal  proceeding,  or (b) a party to any civil proceeding
as a result of which he has been  subject to a  judgment,  decree or final order
enjoining future violations of, or prohibiting or mandating  activities  subject
to, federal or state  securities  laws, or finding any violation with respect to
such laws.

Item 3.        Source and Amount of Funds or Other Consideration.

               On  August 3, 1998  Silver  Holdings  LDC,  an  exempted  limited
duration  company  organized and existing  under the laws of the Cayman  Islands
("Silver  Holdings"),  of which  Consultores  and  Quantum  Dolphin  are Class A
shareholders of 1% and 26.5%,  respectively,  received shares of the Issuer (the
"Conversion  Shares")  in exchange  for shares of Apex  Silver  Mines LDC ("Apex
LDC").  The shares were  exchanged  on a  one-for-one  basis  pursuant to a 1996
Buy-Sell  Agreement entered into among the Issuer and the minority  shareholders
of Apex LDC.  Consultores  received 62,974 Conversion Shares and Quantum Dolphin
received  1,668,790  Conversion  Shares. 

               The Shares held for the  accounts  of the clients of  Consultores
and/or Consultores  Management,  including Quantum Dolphin,  may be held through
margin accounts maintained with brokers,  which extend margin credit as and when




<PAGE>


                                                               Page 4 of 6 Pages


required  to open or  carry  positions  in their  margin  accounts,  subject  to
applicable  federal  margin  regulations,  stock  exchange rules and such firms'
credit policies. The Shares which may be held in the margin accounts are pledged
as  collateral  security for the repayment of debit  balances in the  respective
accounts.

Item 4.        Purpose of Transaction.

               All of the Shares  reported herein as having been acquired for or
disposed of from the accounts of the Consultores clients and/or Quantum Dolphin,
were  acquired or disposed of for  investment  purposes.  Neither the  Reporting
Person, Consultores, Consultores Management nor Quantum Dolphin has any plans or
proposals that relate to or would result in any of the transactions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.

               The Reporting Person and Consultores Management reserve the right
to acquire,  or cause to be acquired,  additional  securities of the Issuer,  to
dispose, or cause to be disposed, of such securities at any time or to formulate
other  purposes,  plans  or  proposals  regarding  the  Issuer  or  any  of  its
securities,  to the extent deemed  advisable in light of general  investment and
trading  policies of the  Reporting  Person  and/or the  clients of  Consultores
Management, market conditions or other factors.

Item 5.        Interest in Securities of the Issuer.

               (a)  The Reporting  Person may be deemed the beneficial  owner of
1,767,409   Shares   (approximately   6.74%  of  the  total   number  of  Shares
outstanding).  This number consists of (i) 62,974 Shares held for the account of
Consultores  (ii) 1,668,790  Shares held for the account of Quantum  Dolphin and
(iii)  25,000  Shares and 10,645  Shares  issuable  upon the  exercise of 10,645
currently exercisable director options held for his account.

               (b)  The  Reporting  Person,  by  virtue  of  his  position  with
Consultores  and  Consultores  Management's  management  contract  with  Quantum
Dolphin,  may be  deemed  to have  the sole  power  to  direct  the  voting  and
disposition  of the  62,974  Shares  held for the  account of  Consultores,  the
1,668,790  Shares held for the account of Quantum  Dolphin and the 25,000 Shares
and 10,645  Shares  issuable upon the exercise of 10,645  currently  exercisable
director options held for his account.

               (c)  Not applicable.

               (d)  (i) The  shareholders  of  Consultores  have  the  right  to
participate in the receipt of dividends  from, or proceeds from the sale of, the
Shares held for the account of  Consultores in accordance  with their  ownership
interests in Consultores.

                    (ii) The  shareholders  of Quantum Dolphin have the right to
participate in the receipt of dividends  from, or proceeds from the sale of, the
Shares  held for the  account  of  Quantum  Dolphin  in  accordance  with  their
ownership interests in Quantum Dolphin.

                    (iii)The Reporting  Person has the sole right to participate
in the receipt of  dividends  from,  or proceeds  from the sale of,  securities,
including the Shares, held for his account.

               (e)  Not applicable.



<PAGE>


                                                               Page 5 of 6 Pages

Item 6.        Contracts,  Arrangements,  Understandings  or Relationships  with
               Respect to Securities of the Issuer.

               In connection with a Buy Sell Agreement entered into on August 6,
1996 by and among  the  Issuer,  Silver  Holdings,  and  others  (the  "Buy-Sell
Agreement"),  incorporated  herein by  reference  as Exhibit A and  incorporated
herein by reference in response to this Item 6,  Consultores and Quantum Dolphin
have agreed that the Conversion Shares shall be unregistered shares and will not
be  able  to  be  sold  publicly  absent  an  exemption  from  the  registration
requirements under the Securities Act of 1933, as amended.

               On October 28, 1997, the Issuer  executed a  Registration  Rights
(the  "Registration  Rights  Agreement"),  incorporated  herein by  reference as
Exhibit B and  incorporated  herein by reference in response to this Item 6. The
Registration  Rights Agreement provides that the holder of the Conversion Shares
may demand  registration  of such  shares,  subject to  certain  conditions  and
restrictions, pertaining to their ability to demand that the Issuer register the
Conversion Shares under the Securities Act.

               The description above of the terms of the Buy-Sell  Agreement and
the  Registration  Rights Agreement are qualified in their entirety by reference
to the specific provisions of such agreements,  which are incorporated herein by
reference as Exhibits A and B, respectively.

               From  time to time,  each of the  Reporting  Person,  Consultores
and/or Consultores Management may lend portfolio securities to brokers, banks or
other financial  institutions.  These loans  typically  obligate the borrower to
return the  securities,  or an equal amount of securities of the same class,  to
the lender and  typically  provide  that the  borrower  is  entitled to exercise
voting rights and to retain  dividends during the term of the loan. From time to
time,  to the  extent  permitted  by  applicable  law,  each of such  persons or
entities may borrow Shares for the purpose of effecting,  and may effect,  short
sale  transactions,  and may purchase  securities for the purpose of closing out
short positions in such securities.

               Except as described  above, the Reporting  Persons,  Consultores,
Consultores  Management  and/or  Quantum  Dolphin  do not  have  any  contracts,
arrangements,  understandings or relationships with respect to any securities of
the Issuer.

Item 7.        Material to be Filed as Exhibits.

A.        Buy-Sell Agreement dated August 6, 1996 among the Issuer,  Apex Silver
          Mines LDC, Litani Capital Management LDC and Silver Holdings (filed as
          Exhibit 10.3 to the Issuer's Form S-1 (Registration No. 333-34685) and
          incorporated herein by reference).

B.        Registration  Rights Agreement dated October 28, 1997 by and among the
          Issuer,  Silver  Holdings  and  others  (filed  as  Exhibit  10.29  to
          Amendment No. 4 to the Issuer's Form S-1  (Registration No. 333-34685)
          and incorporated herein by reference).





<PAGE>


                                                               Page 6 of 6 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: August 12, 1998



                                             /S/ EDUARDO S. ELSZTAIN
                                             ----------------------------------
                                             Eduardo S. Elsztain







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