SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
Patrick J. Dooley, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
590 Madison Avenue
New York, New York 10022
(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
*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
Continued on following page(s)
Page 1 of 6 Pages
Page 2 of 6 Pages
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*
3 SEC Use Only
4 Source of Funds*
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
7 Sole Voting Power
Number of 1,767,409
Beneficially 8 Shared Voting Power
Owned By 0
Reporting 9 Sole Dispositive Power
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
13 Percent of Class Represented By Amount in Row (11)
14 Type of Reporting Person*
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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
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 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
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 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
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 6 of 6 Pages
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