UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
November 10, 1999
------------------
(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 4 Pages
<PAGE>
Page 2 of 4 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 1,275,626
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,275,626
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,275,626
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [_]
13 Percent of Class Represented By Amount in Row (11)
4.86%
14 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 4 Pages
This Amendment No. 1 to Schedule 13D relates to Ordinary
Shares, US $0.01 par value per share (the "Shares"), of Apex Silver Mines
Limited (the "Issuer"). This Amendment No. 1 supplementally amends the initial
statement on Schedule 13D dated August 3, 1998 (the "Initial Statement"), filed
by the Reporting Person (as defined therein). This Amendment No. 1 is being
filed by the Reporting Person to report that as a result of the recent
disposition of Shares of the Issuer, including the sale of 300,000 Shares to
Paul Soros, a director of the Issuer, the number of Shares of which the
Reporting Person may be deemed to be the beneficial owner has decreased by more
than one percent. Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Initial Statement. The Initial Statement is
supplementally amended as follows.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Person may be deemed the beneficial owner of
1,275,626 Shares (approximately 4.86% of the total number of Shares
outstanding). This number consists of (i) 62,974 Shares held for the account of
Consultores (ii) 1,168,790 Shares held for the account of Quantum Dolphin and
(iii) 25,000 Shares and 18,862 Shares issuable upon the exercise of 18,862
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
1,168,790 Shares held for the account of Quantum Dolphin and the 25,000 Shares
and 18,862 Shares issuable upon the exercise of 18,862 currently exercisable
director options held for his account.
(c) On November 10, 1999, Quantum Dolphin transferred and sold
500,000 Shares at a price of $10.25 per Share to three individuals, one of whom
is Mr. Paul Soros, a director of the Issuer. Mr. Paul Soros purchased 300,000
Shares. Except for the transactions described herein, there have been no
transactions effected with respect to the Shares since September 11, 1999 (60
days prior to the date hereof) by the Reporting Person, Consultores or Quantum
Dolphin.
(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) The Reporting Person ceased to be the beneficial owner of
more than five percent of the class of Shares on November 10, 1999.
<PAGE>
Page 4 of 4 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: November 10, 1999
/S/ EDUARDO S. ELSZTAIN
---------------------------
Eduardo S. Elsztain
