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