APEX SILVER MINES LTD
10-Q, 1999-08-13
GOLD AND SILVER ORES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q
(MARK ONE)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999.

                                       OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM________TO________.

                         COMMISSION FILE NUMBER 1-13627

                            APEX SILVER MINES LIMITED
                            -------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

CAYMAN ISLANDS, BRITISH WEST INDIES                    NOT APPLICABLE
- -------------------------------------------------------------------------------
(STATE OR OTHER JURISDICTION OF                       (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                       IDENTIFICATION NO.)


        CALEDONIAN HOUSE
         JENNETT STREET
       GEORGETOWN, GRAND CAYMAN
CAYMAN ISLANDS, BRITISH WEST INDIES                    NOT APPLICABLE
- -------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                 (ZIP CODE)


                                 (345) 949-0050
- -------------------------------------------------------------------------------
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS
REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS:    YES X      NO
                                         ----      ----

AT AUGUST 12, 1999, 26,261,575 ORDINARY SHARES, $0.01 PAR VALUE PER SHARE, WERE
ISSUED AND OUTSTANDING.

<PAGE>

                            APEX SILVER MINES LIMITED
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30,1999


                                      INDEX



PART I - FINANCIAL INFORMATION

                                                                      PAGE

     ITEM 1.   FINANCIAL STATEMENTS.................................    3

     ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                    CONDITION AND RESULTS OF OPERATIONS.............    7

     ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
          MARKET RISK AND HEDGING ACTIVITIES........................   10

PART II - OTHER INFORMATION

     ITEM 1.   LEGAL PROCEEDINGS....................................   11

     ITEM 2.   CHANGES IN SECURITIES................................   11

     ITEM 3.   DEFAULTS UPON SENIOR SECURITIES......................   11

     ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..   11

     ITEM 5.   OTHER INFORMATION.....................................  11

     ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K......................  11



SIGNATURES    .......................................................  12

<PAGE>

                          PART I. FINANCIAL INFORMATION

Item 1.   Financial Statements

<TABLE>
                            APEX SILVER MINES LIMITED
                  An Exploration and Development Stage Company

                           CONSOLIDATED BALANCE SHEET
                      (Expressed in United States dollars)
<CAPTION>
                                                           June 30,       December 31,
                                                             1999             1998
							--------------   --------------
                                                          (Unaudited)
<S>                                                     <C>              <C>
Assets
Current assets
 Cash and cash equivalents                              $ 11,252,371     $ 26,217,241
 Accrued interest receivable                                 148,933          126,332
 Prepaid expenses and other assets                           410,874        1,197,622
							-------------    -------------
                    Total current assets                  11,812,178       27,541,195

Mining properties and development costs                   39,604,125       29,777,360
Plant, buildings and equipment (net)                       2,341,638        2,229,584
Value added tax recoverable                                3,600,368        2,725,803
Other non-current assets                                     112,949           73,092
							-------------    -------------
                        Total assets                    $ 57,471,258     $ 62,347,034
							=============    =============

Liabilities and Shareholders' Equity

Current liabilities
 Accounts payable and other accrued liabilities         $  1,362,150     $  1,734,923
 Current portion of long-term debt                           230,272          248,773
							-------------    -------------
                 Total current liabilities                 1,592,422        1,983,696

Long-term debt                                             1,932,081        1,966,588

Shareholders' equity
 Ordinary shares, $.01 par value, 75,000,000 shares
   authorized; 26,258,386 and 26,250,761, shares
   issued and outstanding for respective periods	     262,584          262,507
 Contributed surplus                                      98,023,357       97,946,434
 Accumulated deficit                                     (44,339,186)     (39,812,191)
							-------------    -------------
                 Total shareholders' equity               53,946,755       58,396,750
							-------------    -------------
         Total liabilities and shareholders' equity     $ 57,471,258     $ 62,347,034
							=============    =============

<FN>
  The accompanying notes form an integral part of these consolidated financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
                                  APEX SILVER MINES LIMITED
                        An Exploration and Development Stage Company

                            CONSOLIDATED STATEMENT OF OPERATIONS
                           (Expressed in United States dollars)
                                         (Unaudited)
<CAPTION>
                                        Three Months Ended             Six Months Ended
                                              June 30,                       June 30,
                                   ---------------------------    ---------------------------
                                        1999           1998            1999           1998
<S>                                <C>            <C>             <C>            <C>
Income
 Interest income                   $   233,348    $   661,614     $   488,587    $ 1,393,996
                                   ---------------------------    ---------------------------
   Total income                        233,348        661,614         488,587      1,393,996
Expenses
 Exploration                           351,973      1,699,675       1,434,998      2,336,388
 Administrative                      1,101,240      1,467,669       2,304,533      1,765,412
 Consulting                            635,319        492,653         818,279        825,632
 Professional fees                     190,507        309,761         363,553        458,649
 Amortization and depreciation          41,753         57,816          94,220         84,041
                                   ---------------------------    ---------------------------
   Total expenses                    2,320,792      4,027,574       5,015,583      5,470,122
                                   ---------------------------    ---------------------------
   Net loss                        $(2,087,444)   $(3,365,960)    $(4,526,996)   $(4,076,126)
                                   ===========================    ===========================
Net loss per ordinary share -
Basic and diluted(1)               $     (0.08)   $     (0.13)    $     (0.17)   $     (0.16)
                                   ===========================    ===========================
Weighted average ordinary
shares outstanding                  26,251,969     26,201,923      26,250,365     26,201,923
                                   ===========================    ===========================
<FN>
(1)    Diluted earnings per share were antidilutive for all periods presented.


  The accompanying notes form an integral part of these consolidated financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
                            APEX SILVER MINES LIMITED
                  An Exploration and Development Stage Company

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                      (Expressed in United States dollars)
                                   (Unaudited)
<CAPTION>
                                                             Six Months Ended
                                                                June 30,
                                                      -----------------------------
                                                           1999            1998
                                                           ----            ----
<S>                                                   <C>             <C>
Cash flows from operating activities:
    Net cash used in operating activities             $ (4,928,076)   $ (4,338,903)

Cash flows from investing activities:
   Purchase of short-term investments                          -               -
   Mining properties and development costs              (9,774,300)    (12,652,063)
   Purchases of plant, buildings and equipment            (286,486)     (1,103,450)
                                                      -------------   -------------
     Net cash used in investing activities             (10,060,786)    (13,755,513)

Cash flows from financing activities:
     Net cash from (used in) financing activities           23,992      (1,151,796)
                                                      -------------   -------------
Net decrease in cash and cash equivalents              (14,964,870)    (19,246,212)
Cash and cash equivalents - beginning of period         26,217,241      57,033,193
                                                      -------------   -------------
Cash and cash equivalents - end of period             $ 11,252,371    $ 37,786,981
                                                      =============   =============
Supplemental disclosure of non-cash transactions:
   Capitalization of depreciation expense
      related to San Cristobal Project                $     52,465    $     99,513


<FN>
  The accompanying notes form an integral part of these consolidated financial statements.
</FN>
</TABLE>
<PAGE>

                            APEX SILVER MINES LIMITED
                  An Exploration and Development Stage Company

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                      (Expressed in United States dollars)

1.    Basis of Preparation of Financial Statements

    These  unaudited interim consolidated financial statements  of  Apex  Silver
Mines  Limited  (the  "Company")  and its subsidiaries  have  been  prepared  in
accordance  with  the  rules  and regulations of  the  Securities  and  Exchange
Commission  ("SEC").  Such rules and regulations allow the omission  of  certain
information  and footnote disclosures normally included in financial  statements
prepared in accordance with generally accepted accounting principals, so long as
such omissions do not render the financial statements misleading.

  In   the  opinion  of  management,  these  financial  statements  reflect  all
adjustments  that  are necessary for a fair statement of  the  results  for  the
periods  presented.  All adjustments were of a normal recurring nature.  Certain
amounts in the accompanying financial statements have been reclassified.   These
interim  financial  statements should be read in  conjunction  with  the  annual
financial statements of the Company included in its 1998 Annual Report  on  Form
10-K.

2.   New Accounting Standards

  In  June  1998,  the  Financial  Accounting Standards  Board  ("FASB")  issued
Statement  of Financial Accounting Standards No. 133, Accounting for Derivatives
and Hedging Activities ("SFAS 133").  This statement is effective for all fiscal
quarters  of  all  fiscal years beginning after June 15, 2000,  and  establishes
accounting  and  reporting  standards  for derivative  investments  and  hedging
activities.   The  Company has not yet determined the  future  impact  that  the
adoption of SFAS 133 will have on its earnings or financial position.

  In  June  1998,  the American Institute of Certified Public Accountants  issue
statement  of  Position  ("SoP")  98-5,  Reporting  on  the  Costs  of  Start-Up
Activities.   Sop  98-5  is effective for the Company's  1999  fiscal  year  and
requires that the costs of start-up activities, including organization costs, be
expensed  as incurred.  The effect of this statement on the Company's  financial
statements was not material.

3.   Value Added Tax Recoverable

  The  Company  has  recorded value added tax ("VAT") paid by  ASC  Bolivia  LDC
("ASC  Bolivia")  and  Minera de Cordilleras, S. de R.L. de  C.V.  ("Cordilleras
Mexico") as recoverable assets.  The VAT paid by ASC Bolivia is expected  to  be
recovered through the export sale of mine production in accordance with Bolivian
law.   The  VAT paid by Cordilleras Mexico is related to exploration  activities
and  is  recoverable upon application to the tax authorities  and  is  currently
being  recovered.  At June 30, 1999, the recoverable VAT recorded by ASC Bolivia
and Cordilleras Mexico was $3,341,564 and $258,804, respectively.

  Because  of the uncertainty of the recoverability of VAT paid by ASC Peru  LDC
("ASC  Peru"),  all  VAT costs incurred by ASC Peru are charged  to  expense  as
incurred.

4.   Plant, Buildings and Equipment

  The components of plant, buildings and equipment were as follows:

                           June 30,     December 31,
                             1999          1998
                          (Unaudited)
                        -------------  -------------
  Buildings              $  824,526     $  828,077
  Mining equipment        1,728,539      1,513,757
  Other furniture and
   equipment                244,462        229,475
                         -----------   ------------
                          2,797,527      2,571,309
  Less: Accumulated
   depreciation            (455,889)      (341,725)
                         -----------   ------------
                         $2,341,638    $ 2,229,584
                         ===========   ============
<PAGE>

Item 2:    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS

GENERAL
- -------

   The following discussion and analysis summarizes the results of operations of
Apex  Silver Mines Limited (the "Company") for the three months ended  June  30,
1999 and 1998 and for the six months ended June 30, 1999 and 1998 and changes in
its  financial condition from December 31, 1998.  This discussion should be read
in  conjunction  with the Management's Discussion and Analysis included  in  the
Company's 1998 Annual Report on Form 10-K.

   The  Company  is a mining exploration and development company  that  holds  a
portfolio  of  silver and base metal exploration and development  properties  in
South  America  and Central America. None of these properties are in  production
and,  consequently, the Company has no current operating income  or  cash  flow.
The  sole  source  of income for the Company since inception has  been  interest
income.   The  Company's policy is to invest all excess  cash  in  liquid,  high
credit quality, short-term financial instruments.

   The  Company is incorporated in the Cayman Islands and does not  conduct  any
business  that  currently generates U.S. taxable income. There is  currently  no
corporate taxation imposed by the Cayman Islands.  If any form of taxation  were
to  be  enacted  in  the Cayman Islands, the Company has been granted  exemption
until January 16, 2015.  Apex Silver Mines Corporation ("Apex Corporation"), the
Company's  U.S.  management services company, is subject to U.S. federal,  state
and local income taxes.  Other than the management services company, the Company
does not pay income tax in the U.S.

Results of Operations - Three Months Ended June 30, 1999
- --------------------------------------------------------

   Interest Income. Interest income for the second quarter of 1999 was  $233,348
as compared to $661,614 for the second quarter of 1998. The decrease in interest
income  for  1999 is the result of the reduced cash balances available  in  1999
compared to 1998.

  Exploration.  Exploration expense was $351,973 for the second quarter of 1999,
compared to $1,699,675 for the second quarter of 1998. The decreased exploration
expenses  in  1999 are due to reduced exploration activity world  wide,  as  the
Company  has  shifted  its attention to the development  of  its  San  Cristobal
Project  in Bolivia.  With its reduced emphasis on exploration and its continued
emphasis  on Latin America, the Company dropped approximately 213,000  acres  of
exploration properties in Asia.

   Administrative.   Administrative expenses  were  $1,101,240  for  the  second
quarter  of  1999, compared to $1,467,669 for the second quarter of  1998.   The
1999 expenses were lower as compared to 1998 primarily as the result of one-time
costs  incurred  in  La Paz Bolivia in 1998 related to the  expansion  of  their
administrative offices.

   Consulting.   Consulting fees were $635,319 for the second  quarter  of  1999
compared  to $492,653 for the second quarter of 1998.  The increase in  1999  is
primarily  related to the use of third party consultants in the  development  of
construction controls pertaining to the San Cristobal Project.

   Professional Fees.  Professional fees were $190,507 for the second quarter of
1999  compared  to $309,761 for the second quarter of 1998.  The second  quarter
1998  professional  fees were higher primarily as the result  of  initial  costs
incurred in connection with SEC reporting requirements.

Results of Operations - Six Months Ended June 30, 1999
- ------------------------------------------------------

  Interest Income. Interest income for the first six months of 1999 was $488,587
as compared to $1,393,996 for the same period of 1998.  The decrease in interest
income  for  1999 is the result of the reduced cash balances available  in  1999
compared to 1998.

   Exploration.  Exploration expense was $1,434,998 for the first six months  of
1999,  compared  to  $2,336,388  for the same period  of  1998.   The  decreased

<PAGE>

exploration expenses in 1999 are due to reduced exploration activity world  wide
compared to 1998, as the Company has shifted its attention to the development of
its  San  Cristobal Project in Bolivia. With its reduced emphasis on exploration
and  its  continued emphasis on Latin America, the Company dropped approximately
213,000 acres of exploration properties in Asia.

   Administrative.  Administrative expenses were $2,304,533 for  the  first  six
months  of  1999,  compared  to $1,765,412 for the same  period  of  1998.   The
increase  in  1999  is  primarily  related  to  additional  staff  and  expenses
associated with the additional support necessary for the development of the  San
Cristobal Project.

   Consulting.  Consulting fees were $818,279 for the first six months of  1999,
which is comparable to $825,632 for the same period of 1998.

   Professional Fees.  Professional fees were $363,553 for the first six  months
of 1999 compared to $458,649 for the same period of 1998.  Professional fees for
the  first  six  months of 1998 were higher primarily as the result  of  initial
costs incurred in connection with SEC reporting requirements.

Liquidity and Capital Resources
- -------------------------------

   As of June 30, 1999, the Company had cash and cash equivalents of $11,252,371
compared  to  $26,217,241 at December 31, 1998.  The decrease is the  result  of
$4,928,076  used  in  operations,  including $1,434,998  spent  on  exploration,
$9,774,300  of  development  activity on the  San  Cristobal  Project,  $286,486
invested in plant, buildings and equipment, and a $53,008 net reduction of debt,
offset  by  $77,000 in proceeds from the exercise of employee stock  options  by
former employees.

  The Company anticipates cash requirements for the final six months of 1999, to
be  approximately $7.5 million, including approximately $3.3 for the advancement
of  the San Cristobal Project, approximately $3.3 million for administration and
operations including financing efforts, and approximately $0.9 million for other
exploration.   Management believes that the Company's current cash balances  are
adequate  to  fund  the  above requirements plus an  additional  six  months  of
administration and operations.  However, construction and development of the San
Cristobal  Project  will require significant additional financing.   Sources  of
financing  may  include  bank borrowings and future additional  debt  or  equity
financing.   There  can  be  no assurance that the required  financing  will  be
obtainable on terms that are attractive to the Company, or at all.

Recent Developments
- -------------------

    On April 13, 1999, the Company filed a shelf registration statement with the
Securities  and Exchange Commission under which it may offer up to $200  million
in  securities.   The  shelf registration has not yet been  declared  effective.
Once effective, the shelf registration will allow the Company to raise money  by
selling  any  combination  of securities listed in the  filing.   Salomon  Smith
Barney and Merrill Lynch & Co. may act either alone or as representatives for  a
group  of  underwriters  or  agents  for any  offering  pursuant  to  the  shelf
registration, unless otherwise stated in a supplemental prospectus.

   The  registration statement is part of the Company's comprehensive  financing
plan for the San Cristobal Project which also includes project financing efforts
spearheaded  by  our  lead  arrangers,  Barclays  Bank  PLC  and  Deutsche  Bank
Securities  Inc.   The  Company expects successful completion  of  its  bankable
feasibility  study, for the San Cristobal Project, during the third  quarter  of
1999.   Preparation of the feasibility study has involved detailed work on  most
aspects  of  project  construction, development and  economics,  including  mine
planning,  processing  plant capacity and technologies, reserves,  metallurgical
testing, mineral recoveries, infrastructure, environmental, financing and tax.

   Proceeds  from the offering(s), if any, may be used to construct and  develop
the  San  Cristobal Project, continue exploring the Company's other  properties,
acquire additional mining related assets and for general corporate purposes.

<PAGE>

Year 2000 Date Conversion
- -------------------------

   The inability of certain computer programs to interpret "00" as the Year 2000
does  not  appear to be a significant problem for the Company.  As of  June  30,
1999,  the  Company does not maintain a mainframe computer or central  database,
and  the  accounting system is supported by personal computers and their related
software.  The  Company  believes  that  its  computer  systems  are  Year  2000
compliant.  Notwithstanding this fact, the Company, for reasons  independent  of
Year  2000 issues, is in the process of installing upgraded accounting  software
at  its major locations.  Installation is expected to be completed by the fourth
quarter  1999.   All such software is Year 2000 compliant.  To further  mitigate
the  risk of data loss or corruption, the Company performs regular tape  backups
of  all files, stays in contact with software manufacturers regarding updates to
their  products  and keeps informed of the latest developments  concerning  Year
2000  issues.   The  Company  believes that the only non-information  technology
systems  that may be subject to Year 2000 issues are its telephone and photocopy
machines,  which are not expected to materially affect the Company's operations.
The Company's costs with respect to the Year 2000 issue have been minimal.

   The  Company is in an exploration and development stage and as such does  not
expect  to  have any customers until after the Year 2000.  The Company  has  not
evaluated  whether  its  suppliers and other service  providers  are  Year  2000
compliant.   However,  the  Company does not believe that  the  failure  of  its
suppliers  and  service providers to timely achieve Year 2000  compliance  would
have  a  material adverse affect on earnings.  Accordingly the Company  has  not
developed a contingency plan at this time. The Company believes that in a worst-
case  scenario,  it could continue its normal business activities  on  a  manual
basis  or find suitable alternatives.  The Company will continue to monitor  the
need for a contingency plan as additional information is acquired.

Forward-Looking Statements
- --------------------------

   This filing contains forward-looking statements within the meaning of Section
27A  of  the Securities Act and Section 21E of the Exchange Act. All statements,
other than statements of historical facts, included in this filing which address
activities,  events or developments that the Company expects, believes,  intends
or anticipates will or may occur in the future, including such matters as future
investments in existing development projects and the acquisition of new  mineral
properties (including the amount and nature thereof), business strategies,  mine
development and construction plans, costs, grade production and recovery  rates,
permitting, financing needs from external sources, the availability of financing
on  acceptable  terms,  the  timing  of engineering  studies  and  environmental
permitting,  and  the  markets for silver, zinc and  lead,  are  forward-looking
statements.  Forward-looking  statements are inherently  subject  to  risks  and
uncertainties,  many  of which cannot be predicted with accuracy,  and  some  of
which  might  not even be anticipated. The use of any of the words "anticipate",
"continue", "estimate", "expect", "may", "will", "project", "should",  "believe"
and  similar  expressions  are intended to identify uncertainties.  The  Company
believes  the  expectations reflected in those forward  looking  statements  are
reasonable. However, the Company cannot assure that such expectations will prove
to  be correct. Future events and actual results, financial and otherwise, could
differ materially from those set forth in or contemplated by the forward-looking
statements herein.

   Factors  that could cause actual results to differ materially include,  among
others:  worldwide  economic and political events affecting the  supply  of  and
demand  for silver, zinc, and lead; volatility in market prices of silver,  zinc
and  lead; financial market conditions, and availability of financing  on  terms
acceptable  to the Company; uncertainties associated with the development  of  a
new  mine,  including potential cost overruns and the unreliability of estimates
in  early  stages  of  mine  development; variations  in  ore  grade  and  other
characteristics affecting mining, crushing, milling and smelting operations  and
mineral  recoveries;  geological, technical, permitting, mining  and  processing
problems;  the availability of and timing of acceptable arrangements for  power,
transportation,  water and smelting; the availability of experienced  employees;
and variations in smelting operations and capacity. Many such factors are beyond
the  Company's ability to control or predict. The reader is cautioned not to put
undue  reliance on forward looking statements. The Company disclaims any  intent
or  obligation to update publicly the forward looking statements, whether  as  a
result of new information, future events or otherwise.

<PAGE>

Item 3.   Quantitative and Qualitative Disclosures About Market Risk and Hedging
Activities

   Currently,  the  Company's major principal cash balances  are  held  in  U.S.
dollars.  Subsidiary  cash balances in foreign currencies are  held  to  minimum
balances resulting in minimal risk to currency fluctuations. As a result of  its
operations in several foreign countries, the Company may in the future engage in
hedging  activities  to minimize the risk of exposure to currency  and  interest
rate fluctuations.

   To  complete  the  financing  necessary to develop  its  mineral  properties,
including  San  Cristobal, the Company anticipates that it will be  required  to
hedge  some  portion of its planned production in advance. In addition,  as  its
mineral properties are brought into production and the Company begins to  derive
revenue  from  the  production, sale and exchange of  metals,  the  Company  may
utilize various price-hedging techniques to lock in forward delivery prices on a
portion  of  its production. Such price-hedging techniques would be balanced  to
mitigate  some  of the risks associated with fluctuations in the prices  of  the
metals  the  Company produces while allowing the Company to  take  advantage  of
rising metal prices should they occur.

   The  Company is currently developing policies, procedures and guidelines  for
the  hedging of metal prices, interest rates and foreign currency exposure.  The
Company  has  initiated a limited number of metals trades  for  the  purpose  of
testing procedures and controls surrounding the trading function.  There was  no
material market exposure as a result of these trades.  There can be no assurance
that the use of hedging techniques will always benefit the Company.

<PAGE>
                           PART II: OTHER INFORMATION

Item 1.   Legal Proceedings

          None.

Item 2.   Changes in Securities and Use of Proceeds

  Pursuant to a Registration Statement on Form S-1 (Registration No. 333- 34685)
filed  in  connection with the initial public offering (the  "Offering")  and  a
concurrent  offering to a shareholder, which became effective  on  November  25,
1997, the Company sold a total 5,532,000 of its Ordinary Shares.

   Since  the  date  of the Offering, the Company estimates that  of  the  $54.6
million  net proceeds from the Offering, the following approximate amounts  have
been  used:  (1) $1,921,000 for construction of plant, building and  facilities;
(2)  $1,300,000 for the acquisition of the business of Mintec; (3) $573,000  for
the  repayment  of  indebtedness; (4) $9,529,000 for working  capital;  and  (5)
$36,653,000 for exploration and development activities primarily related to  the
San  Cristobal  Project,  including land acquisition and  option  payments.  The
remaining  net  proceeds of the Offering were invested in cash  equivalents  and
investments  with various maturity dates. The Company believes  that  the  above
amounts  are  reasonable  estimates of the amount of the  net  proceeds  of  the
Offering applied.

   Other  than compensation paid, and expenses reimbursed, to directors  of  the
Company  and officers of subsidiaries of the Company, and certain payments  made
in  connection  with  the  Company's acquisition  of  Mintec  to  then  existing
shareholders of Mintec (who are currently employees of the Company), none of
the  net  proceeds  of the Offering have been paid, directly or  indirectly,  to
directors,  officers,  general partners of the Company or their  associates,  to
persons  owning  10  percent or more of any class of equity  securities  of  the
Company or to affiliates of the Company.

Item 3.   Defaults Upon Senior Securities

          None.

Item 4.   Submission of Matters to a Vote of Security Holders

     The Annual Meeting of Shareholders was held on May 4, 1999.  At the
     meeting the following directors were elected until 2002:

          Director                            Number of Common Shares Voted
          --------                          ----------------------------------
                                            Affirmative               Negative
                                            -----------               --------
          Ove Hoegh                          20,064,478                9,150
          Keith R. Hulley                    20,064,478                9,150
          Paul Soros                         20,064,478                9,150

     The directors continuing in office until 2000 or 2001 are Thomas S. Kaplan,
     Michael Comninos, Harry M. Conger, Eduardo S. Elsztain, David Sean Hanna,
     and Richard Katz.

     The shareholders also ratified the Company's selection of
     PricewaterhouseCoopers LLP as the independent accountants for 1999 fiscal
     year with an affirmative vote of 20,040,987 Common Shares, with 4,100
     Common Shares voting against and 28,550 Common Shares abstaining.

Item 5.   Other Information

           None.

Item 6.   (a) Reports on Form 8-K

           None.

          (b) Exhibits

          27   Financial Data Schedule.

<PAGE>
                                   SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on behalf of the undersigned
thereunto duly authorized.


                         APEX SILVER MINES LIMITED
                         (Registrant)



Date: August 13, 1999        By: /s/  Thomas S. Kaplan
                                -----------------------------
                                Thomas S. Kaplan
                                Chairman, Board of Directors




<TABLE> <S> <C>

<ARTICLE>      5
<MULTIPLIER>   1,000

<S>                                     <C>
<PERIOD-TYPE>                           6-MOS
<FISCAL-YEAR-END>                       Dec-31-1999
<PERIOD-START>                          Jan-01-1999
<PERIOD-END>                            Jun-30-1999
<CASH>                                        11252
<SECURITIES>                                      0
<RECEIVABLES>                                     0
<ALLOWANCES>                                      0
<INVENTORY>                                       0
<CURRENT-ASSETS>                              11812
<PP&E>                                        42402
<DEPRECIATION>                                  456
<TOTAL-ASSETS>                                57471
<CURRENT-LIABILITIES>                          1592
<BONDS>                                           0
<COMMON>                                        263
                             0
                                       0
<OTHER-SE>                                    53684
<TOTAL-LIABILITY-AND-EQUITY>                  57471
<SALES>                                           0
<TOTAL-REVENUES>                                489
<CGS>                                             0
<TOTAL-COSTS>                                     0
<OTHER-EXPENSES>                               5016
<LOSS-PROVISION>                                  0
<INTEREST-EXPENSE>                                0
<INCOME-PRETAX>                                   0
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<INCOME-CONTINUING>                               0
<DISCONTINUED>                                    0
<EXTRAORDINARY>                                   0
<CHANGES>                                         0
<NET-INCOME>                                  (4527)
<EPS-BASIC>                                  (.17)
<EPS-DILUTED>                                  (.17)


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