APEX SILVER MINES LTD
SC 13G/A, 1999-02-12
SILVER ORES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

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


                            APEX SILVER MINES LIMITED
                            _________________________
                                (Name of Issuer)


                          Common Stock, $0.01 Par Value
                         _______________________________
                         (Title of Class of Securities)


                                    G04074103
                                 ______________
                                 (CUSIP Number)


                                December 31, 1998
                      _____________________________________
                      (Date of Event which Requires Filing
                               of this Statement)



Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:

                           [ ] Rule 13d-1(b)

                           [ ] Rule 13d-1(c)

                           [X] Rule 13d-1(d)

* 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 the
disclosures provided in a prior cover page.

The information required in 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 17 Pages
                             Exhibit Index: Page 15





<PAGE>


                                  SCHEDULE 13G

CUSIP No. G04074103                                           Page 2 of 17 Pages



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

                QUANTUM INDUSTRIAL PARTNERS LDC

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

3        SEC Use Only

4        Citizenship or Place of Organization

                  CAYMAN ISLANDS

                           5        Sole Voting Power
  Number of                                 3,405,070
   Shares
Beneficially               6        Shared Voting Power
  Owned By                                  0
    Each
  Reporting                7        Sole Dispositive Power
   Person                                   3,405,070
    With
                           8        Shared Dispositive Power
                                            0

9        Aggregate Amount Beneficially Owned by Each Reporting Person

                                    3,405,070

10       Check Box If the Aggregate  Amount in Row (9) Excludes  Certain Shares*
         [X]

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

                                    12.99%

12       Type of Reporting Person*

         OO; IV





                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>


                                  SCHEDULE 13G

CUSIP No. G04074103                                           Page 3 of 17 Pages






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

                QIH MANAGEMENT INVESTOR, L.P.

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

3        SEC Use Only

4        Citizenship or Place of Organization

                  DELAWARE

                           5        Sole Voting Power
  Number of                                 3,405,070
   Shares
Beneficially               6        Shared Voting Power
  Owned By                                  0
    Each
  Reporting                7        Sole Dispositive Power
   Person                                   3,405,070
    With
                           8        Shared Dispositive Power
                                            0

9        Aggregate Amount Beneficially Owned by Each Reporting Person

                                    3,405,070

10       Check Box If the Aggregate  Amount in Row (9) Excludes  Certain Shares*
         [X]

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

                                    12.99%

12       Type of Reporting Person*

         PN; IA



                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>



                                  SCHEDULE 13G

CUSIP No. G04074103                                           Page 4 of 17 Pages



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

                QIH MANAGEMENT, INC.

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

3        SEC Use Only

4        Citizenship or Place of Organization

                  DELAWARE

                           5        Sole Voting Power
  Number of                                 3,405,070
   Shares
Beneficially               6        Shared Voting Power
  Owned By                                  0
    Each
  Reporting                7        Sole Dispositive Power
   Person                                   3,405,070
    With
                           8        Shared Dispositive Power
                                            0

9        Aggregate Amount Beneficially Owned by Each Reporting Person

                                    3,405,070

10       Check Box If the Aggregate  Amount in Row (9) Excludes  Certain Shares*
         [X]

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

                                    12.99%


12       Type of Reporting Person*

         CO




                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>


                                  SCHEDULE 13G

CUSIP No. G04074103                                           Page 5 of 17 Pages


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

                SOROS FUND MANAGEMENT LLC

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

3        SEC Use Only

4        Citizenship or Place of Organization

                  DELAWARE

                           5        Sole Voting Power
  Number of                                 3,405,070
   Shares
Beneficially               6        Shared Voting Power
  Owned By                                  0
    Each
  Reporting                7        Sole Dispositive Power
   Person                                   3,405,070
    With
                           8        Shared Dispositive Power
                                            0

9        Aggregate Amount Beneficially Owned by Each Reporting Person

                                    3,405,070

10       Check Box If the Aggregate  Amount in Row (9) Excludes  Certain Shares*
         [X]

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

                                    12.99%

12       Type of Reporting Person*

         OO; IA



                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>

                                  SCHEDULE 13G

CUSIP No. G04074103                                           Page 6 of 17 Pages



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

                GEORGE SOROS (in the capacity described herein)

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

3        SEC Use Only

4        Citizenship or Place of Organization

                  UNITED STATES

                           5        Sole Voting Power
  Number of                                 1,021,521
   Shares
Beneficially               6        Shared Voting Power
  Owned By                                  3,405,070
    Each
  Reporting                7        Sole Dispositive Power
   Person                                   1,021,521
    With
                           8        Shared Dispositive Power
                                            3,405,070

9        Aggregate Amount Beneficially Owned by Each Reporting Person

                                    4,426,591

10       Check Box If the Aggregate  Amount in Row (9) Excludes  Certain Shares*
         [X]

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

                                    16.88%

12       Type of Reporting Person*

         IA



                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>


                                  SCHEDULE 13G
CUSIP No. G04074103                                           Page 7 of 17 Pages



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

                  GEOSOR CORPORATION

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

3        SEC Use Only

4        Citizenship or Place of Organization

                 NEW YORK

                           5        Sole Voting Power
  Number of                                 1,021,521
   Shares
Beneficially               6        Shared Voting Power
  Owned By                                  0
    Each
  Reporting                7        Sole Dispositive Power
   Person                                   1,021,521
    With
                           8        Shared Dispositive Power
                                            0

9        Aggregate Amount Beneficially Owned by Each Reporting Person

                                    1,021,521

10       Check Box If the Aggregate  Amount in Row (9) Excludes  Certain Shares*
         [X]

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

                                    3.90%

12       Type of Reporting Person*

         CO


                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>


                                  SCHEDULE 13G

CUSIP No. G04074103                                           Page 8 of 17 Pages



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

                STANLEY F. DRUCKENMILLER (in the capacity described herein)

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

3        SEC Use Only

4        Citizenship or Place of Organization

                  UNITED STATES

                           5        Sole Voting Power
  Number of                                 0
   Shares
Beneficially               6        Shared Voting Power
  Owned By                                  3,405,070
    Each
  Reporting                7        Sole Dispositive Power
   Person                                   0
    With
                           8        Shared Dispositive Power
                                            3,405,070

9        Aggregate Amount Beneficially Owned by Each Reporting Person

                                    3,405,070

10       Check Box If the Aggregate  Amount in Row (9) Excludes  Certain Shares*
         [X]

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

                                    12.99%

12       Type of Reporting Person*

         IA


                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>

                                                              Page 9 of 17 Pages

Item 1(a)      Name of Issuer:

               Apex Silver Mines Limited (the "Issuer").

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

               Caledonian House,  Ground Floor, Mary Street,  Georgetown,  Grand
               Cayman, Cayman Islands.

Item 2(a)      Name of Person Filing:

               This  statement  is  filed  on  behalf  of each of the  following
               persons (collectively, the "Reporting Persons"):

               i)   Quantum Industrial Partners LDC ("QIP");

               ii)  QIH Management Investor, L.P. ("QIHMI");

               iii) QIH Management, Inc. ("QIH Management");

               iv)  Soros Fund Management LLC ("SFM LLC");

               v)   Mr. George Soros ("Mr. George Soros");

               vi)  Geosor Corporation ("Geosor");and

               vii) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller").


               Due to a recent disposition of all the Shares (as defined herein)
               held for the account of Silver Holdings LDC ("Silver  Holdings"),
               this  Schedule 13G will no longer  include  Silver  Holdings as a
               Reporting  Person.  This Schedule 13G  constitutes an exit filing
               for Paul Soros and VDM, Inc.

               This statement relates to Shares (as defined herein) held for the
               accounts of QIP and Geosor (each as defined herein) .

               The sole  managing  member  of QIP is  QIHMI,  the  sole  general
               partner of which is QIH Management.  Mr. George Soros is the sole
               shareholder of QIH Management,  and has entered into an agreement
               dated as of  January 1, 1997 with SFM LLC  pursuant  to which Mr.
               George  Soros has,  among  other  things,  agreed to use his best
               efforts to cause QIH  Management  to act on the  direction of SFM
               LLC.  Mr.  George  Soros is also the  Chairman of SFM LLC, and in
               such capacity may be deemed to have voting and dispositive  power
               over the Shares held for the account of QIP. Mr.  George Soros is
               the sole shareholder of Geosor.



<PAGE>

                                                             Page 10 of 17 Pages


Item2(b)       Address of Principal Business Office or, if None, Residence:

               QIP has its  principal  business  office  at  Kaya  Flamboyan  9,
               Willemstad, Curacao, Netherlands Antilles. QIHMI, QIH Management,
               SFM LLC, Mr.  George  Soros,  Geosor and Mr.  Druckenmiller  have
               their principal  offices at 888 Seventh Avenue,  33rd Floor,  New
               York, New York, 10106.

Item 2(c)      Citizenship:

               i)   QIP is a Cayman Islands exempted limited duration company;

               ii)  QIHMI is a Delaware limited partnership;

               iii) QIH Management is a Delaware corporation;

               iv)  SFM LLC is a Delaware limited liability company;

               v)   Mr. George Soros is a citizen of the United States;

               vi)  Geosor is a New York corporation; and

               vii) Mr. Druckenmiller is a citizen of the United States.


Item 2(d)      Title of Class of Securities:

               Common Stock, $0.01 par value (the "Shares").

Item 2(e)      CUSIP Number:

               G04074103

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

               This Item 3 is not applicable.

Item 4.        Ownership:

Item 4(a)      Amount Beneficially Owned:

               As of December 31, 1998, the number of Shares which may be deemed
               to have been beneficially  owned by each of the Reporting Persons
               was as follows:

               1)   Each  of  QIP,  QIHMI,  QIH  Management,  and SFM LLC may be
                    deemed to have been the  beneficial  owner of the  3,405,070
                    Shares held for the account of QIP.

               2)   Mr.  George Soros may be deemed to have been the  beneficial
                    owner of 4,426,591  Shares.  This number consists of (a) the
                    3,405,070  Shares  held for the  account  of QIP and (b) the
                    1,021,521 Shares held for the account of Geosor.

               3)   Geosor  may be deemed to have been the  beneficial  owner of
                    the 1,021,521 Shares held for its account.

               4)   Mr.  Druckenmiller may be deemed to have been the beneficial
                    owner of the 3,405,070 Shares held for the account of QIP.


<PAGE>

                                                             Page 11 of 17 Pages

Item 4(b)      Percent of Class:

               (i)  The  number  of  Shares  of which  each of QIP,  QIHMI,  QIH
                    Management,  SFM LLC, and Mr. Druckenmiller may be deemed to
                    have been the  beneficial  owner  constitutes  approximately
                    12.99% of the total number of shares outstanding;

               (ii) The number of shares of which Mr. George Soros may be deemed
                    to have been the beneficial owner constitutes  approximately
                    16.88% of the total number of shares outstanding; and

               (iii)The  number of shares of which  Geosor may be deemed to have
                    been the beneficial owner constitutes approximately 3.90% of
                    the total number of shares outstanding.


<PAGE>

                                                             Page 12 of 17 Pages


Item 4(c)      Number of shares as to which such person had:


QIP, QIHMI, QIH Management and  SFM LLC
- ---------------------------------------

(i)       Sole power to vote or to direct the vote:                    3,405,070

(ii)      Shared power to vote or to direct the vote:                          0

(iii)     Sole power to dispose or to direct the disposition of:       3,405,070

(iv)      Shared power to dispose or to direct the disposition of:             0


Mr. George Soros
- ----------------

(i)       Sole power to vote or to direct the vote:                    1,021,521

(ii)      Shared power to vote or to direct the vote:                  3,405,070

(iii)     Sole power to dispose or to direct the disposition of:       1,021,521

(iv)      Shared power to dispose or to direct the disposition of:     3,405,070


Geosor
- ------

(i)       Sole power to vote or to direct the vote:                    1,021,521

(ii)      Shared power to vote or to direct the vote:                          0

(iii)     Sole power to dispose or to direct the disposition of:       1,021,521

(iv)      Shared power to dispose or to direct the disposition of:             0


Mr. Druckenmiller
- -----------------

(i)       Sole power to vote or to direct the vote:                            0

(ii)      Shared power to vote or to direct the vote:                  3,405,070

(iii)     Sole power to dispose or to direct the disposition of:               0

(iv)      Shared power to dispose or to direct the disposition of:     3,405,070


<PAGE>

                                                             Page 13 of 17 Pages

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

               This Item 5 is not applicable.

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

               The shareholders of QIP,  including Quantum  Industrial  Holdings
               Ltd., a British Virgin Islands  international  business  company,
               have the right to participate  in the receipt of dividends  from,
               or proceeds  from the sale of, the Shares held for the account of
               QIP in accordance with their ownership interests in QIP.

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

               This Item 7 is not applicable.

Item 8.        Identification and Classification of Members of the Group:

               This Item 8 is not applicable.

Item 9.        Notice of Dissolution of Group:

               This Item 9 is not applicable.

Item 10.       Certification:

               This Item 10 is not applicable.






<PAGE>

                                                             Page 14 of 17 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:    February 12, 1999                   QUANTUM INDUSTRIAL PARTNERS LDC


                                             By:  /S/ MICHAEL C. NEUS
                                                  -----------------------------
                                                  Michael C. Neus
                                                  Attorney-in-Fact


Date:    February 12, 1999                  QIH MANAGEMENT INVESTOR, L.P.

                                            By:      QIH MANAGEMENT, INC.,
                                                     its General Partner

                                             By:  /S/ MICHAEL C. NEUS
                                                  -----------------------------
                                                  Michael C. Neus
                                                  Vice President


Date:    February 12, 1999                  QIH MANAGEMENT, INC.

                                             By:  /S/ MICHAEL C. NEUS
                                                  -----------------------------
                                                  Michael C. Neus
                                                  Vice President


Date:    February 12, 1999                   SOROS FUND MANAGEMENT LLC

                                             By:  /S/ MICHAEL C. NEUS
                                                  -----------------------------
                                                  Michael C. Neus
                                                  Assistant General Counsel


Date:    February 12, 1999                   GEORGE SOROS

                                             By:  /S/ MICHAEL C. NEUS
                                                  -----------------------------
                                                  Michael C. Neus
                                                  Attorney-in-Fact





Date:    February 12, 1999                   GEOSOR CORPORATION

                                             By:  /S/ MICHAEL C. NEUS
                                                  -----------------------------
                                                  Michael C. Neus
                                                  Assistant Secretary


Date:    February 12, 1999                  STANLEY F. DRUCKENMILLER


                                             By:  /S/ MICHAEL C. NEUS
                                                  -----------------------------
                                                  Michael C. Neus
                                                  Attorney-in-Fact



<PAGE>

                                                             Page 15 of 17 Pages


                                  EXHIBIT INDEX

                                                                            Page
                                                                           -----

D. Joint Filing Agreement dated as of February 11, 1999 by and among
Quantum Industrial Partners LDC, QIH Management  Investor,  L.P.,
QIH  Management,  Inc.,  Soros Fund  Management  LLC, Mr.  George
Soros,     Geosor     Corporation     and    Mr.    Stanley    F.
Druckenmiller............................................................... 16







                                                             Page 16 of 17 Pages


                                    EXHIBIT D

                             JOINT FILING AGREEMENT

The undersigned  hereby agree that the statement on Schedule 13G with respect to
the Common Stock of Apex Silver Mines  Limited dated as of February 11, 1999 is,
and any amendments  thereto signed by each of the undersigned shall be, filed on
behalf of each of us pursuant to and in accordance  with the  provisions of Rule
13d-1(f) under the Securities Exchange Act of 1934.



Date:    February 12, 1999                   QUANTUM INDUSTRIAL PARTNERS LDC


                                             By:  /S/ MICHAEL C. NEUS
                                                  -----------------------------
                                                  Michael C. Neus
                                                  Attorney-in-Fact


Date:    February 12, 1999                  QIH MANAGEMENT INVESTOR, L.P.

                                            By:      QIH MANAGEMENT, INC.,
                                                     its General Partner

                                             By:  /S/ MICHAEL C. NEUS
                                                  -----------------------------
                                                  Michael C. Neus
                                                  Vice President


Date:    February 12, 1999                  QIH MANAGEMENT, INC.

                                             By:  /S/ MICHAEL C. NEUS
                                                  -----------------------------
                                                  Michael C. Neus
                                                  Vice President


Date:    February 12, 1999                   SOROS FUND MANAGEMENT LLC

                                             By:  /S/ MICHAEL C. NEUS
                                                  -----------------------------
                                                  Michael C. Neus
                                                  Assistant General Counsel


Date:    February 12, 1999                   GEORGE SOROS

                                             By:  /S/ MICHAEL C. NEUS
                                                  -----------------------------
                                                  Michael C. Neus
                                                  Attorney-in-Fact




<PAGE>

                                                             Page 17 of 17 Pages


Date:    February 12, 1999                   GEOSOR CORPORATION

                                             By:  /S/ MICHAEL C. NEUS
                                                  -----------------------------
                                                  Michael C. Neus
                                                  Assistant Secretary


Date:    February 12, 1999                  STANLEY F. DRUCKENMILLER


                                             By:  /S/ MICHAEL C. NEUS
                                                  -----------------------------
                                                  Michael C. Neus
                                                  Attorney-in-Fact




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