<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A3
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
[_] 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
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APEX SILVER MINES LIMITED
(Exact Name of Registrant as Specified in its Charter)
Cayman Islands, British West Indies Not Applicable
(State of Incorporation or (I.R.S. Employer
Organization) Identification No.)
Caledonian House Not Applicable
Jennett Street (Zip Code)
George Town, Grand Cayman
Cayman Islands, British West Indies
(Address of principal executive
office)
(345) 949-0050
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
Ordinary Shares, $0.01 par value registered
American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of the
registrant was approximately $249,359,040 as of March 23, 1999.
The number of Ordinary Shares outstanding as of March 23, 1999 was
26,248,320.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Definitive Proxy Statement to be filed with the
Securities and Exchange Commission pursuant to Regulation 14A in connection
with the 1999 Annual Meeting of Shareholders are incorporated by reference in
Part III of this Report on Form 10-K.
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EXPLANATORY NOTE
This Amendment on Form 10-K/A3 is being filed in order to amend Item 14 of
Part IV of the Registrant's Annual Report on Form 10-K filed with the Securities
and Exchange Commission on March 26, 1999. The purpose of this Amendment is to
include Exhibit 23.2, which is a Consent of Independent Accountants, filed here
with, related to the Registrant's Amendment on Form 10-K/A2, filed with the
Securities and Exchange Commission on October 5, 1999.
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ITEM 14: EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Documents filed as part of this Form 10-K or incorporated by reference.
1. The consolidated financial statements of the Company are listed on the
"Index to Financial Statements", on Page F-1 to this report.
2. Financial Statement Schedules (omitted because not material or not
applicable).
(b) Reports on Form 8-K (none).
(c) Exhibits.
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<CAPTION>
Exhibit
Number Description of Exhibits
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<C> <S>
3.1 Amended and restated Memorandum of Association of the Company.*
3.2 Amended and restated Articles of Association of the Company.*
4.1 Specimen of certificates representing the Company's Ordinary Shares,
par value U.S. $0.01 each.**
10.1 Summary of the Company's 401(k) Plan.**
10.2 Management Services Agreement among the Company and its
subsidiaries.**
10.3 Non-Employee Directors' Share Plan, as amended.
10.4 Employees' Share Option Plan.
10.5 Form of Option Grant to Non-Employee Directors dated April 10,
1997.***
10.6 Employment contract between the Company and Marcel F. DeGuire, dated
July 23, 1996.**
10.7 Employment contract between the Company and Mark A. Lettes, dated May
19, 1998.
10.8 Employment contract between the Company and Keith R. Hulley, dated
August 4, 1996.**
10.9 Employment contract between the Company and Douglas M. Smith Jr.,
dated January 21, 1997.**
10.10 English translation of Deed of Lease and Purchase Option Contract
between Monica de Prudencio and Mineria Tecnia Consultores Asociados,
S.A. ("Mintec"), dated November 7, 1994, regarding the Tesorera
concession, with an attached note from Keith Hulley, a director of the
Company, as required by Rule 306 of Regulation S-T.**
10.11 English translation of Assignment Agreement between ASC Bolivia LDC
and Mintec regarding the rights to the above agreement, with an
attached note from Keith Hulley, a director of the Company, as
required by Rule 306 of Regulation S-T.**
10.12 English translation of the Lease and Purchase Option Contract between
Empresa Minera Yana Mallcu S.A. and Mintec, dated February 7, 1996,
regarding the Toldos concession, with an attached note from Keith
Hulley, a director of the Company, as required by Rule 306 of
Regulation S-T.**
10.13 English translation of the Assignment of Lease and Purchase Option
Agreement among Banco Industrial S.A., Mintec and ASC Bolivia LDC,
with an attached note from Keith Hulley, a director of the Company, as
required by Rule 306 of Regulation S-T.**
10.14 English translation of the Purchase Option Agreement between Mintec
and Litoral Mining Cooperative Ltd., dated August 17, 1995, regarding
the Animas concession, with an attached note from Keith Hulley, a
director of the Company, as required by Rule 306 of Regulation S-T.**
10.15 English translation of the Assignment and Assumption Agreement between
Mintec and ASC Bolivia LDC, dated May 22, 1996, regarding the Animas
concession, with an attached note from Keith Hulley, a director of the
Company, as required by Rule 306 of Regulation S-T.**
10.16 English translation of the Purchase Agreement between ASC Bolivia LDC
and Litoral Mining Cooperative Ltd., regarding the Animas concessions
with an attached note from Keith Hulley, a director of the Company, as
required by Rule 306 of Regulation S-T.**
10.17 English translation of the Joint Venture Agreement between Corporacion
Minera Boliviano S.A.("Comibol") and ASC Bolivia LDC, regarding the
Cobrizos Concession, with an attached note from Keith Hulley, a
director of the Company, as required by Rule 306 of Regulation S-T.**
10.18 English translation of the Joint Venture Agreement between Comibol and
ASC Bolivia LDC regarding the Choroma Concession, with an attached
note from Keith Hulley, a director of the Company, as required by Rule
306 of Regulation S-T.**
10.19 Mining Agreement between Compania Minera Ocote and Kerry A. McDonald,
dated June 24, 1994, regarding the El Ocote concession.**
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31
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<CAPTION>
Exhibit
Number Description of Exhibits
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<C> <S>
10.20 Assignment and Assumption Agreement between Kerry A. McDonald and
Cordilleras Silver Mines Ltd., dated September 27, 1994, regarding the
assignment of the above Mining Agreement.**
10.21 Acknowledgment from Bruce Wallis in his capacity as President of
Compania Minera Ocote S. deR. L. that Cordilleras Silver Mines
(Cayman) LDC has been assigned Kerry A. McDonald's rights under the
above Mining Agreement, dated July 10, 1995.**
10.22 English translation of the agreement between Andean Silver Corporation
LDC and 190 of the co-owners of the assets which previously belonged
to Empressa Minera San Juan de Lucanas, S.A. ("EMSJ"), regarding the
San Juan de Lucanas concession, dated January 12, 1995, with an
attached note from Keith Hulley, a director of the Company, as
required by Rule 306 of Regulation S-T.**
10.23 English translation of the agreement between Andean Silver Corporation
LDC and 133 of the co-owners of the assets which previously belonged
to EMSJ, regarding the San Juan de Lucanas concession, dated January
12, 1995, with an attached note from Keith Hulley, a director of the
Company, as required by Rule 306 of Regulation S-T.**
10.24 English translation of the form of agreement between 16 individuals
who are some of the co-owners of the assets which previously belonged
to EMSJ, regarding the San Juan de Lucanas concession, with an
attached note from Keith Hulley, a director of the Company, as
required by Rule 306 of Regulation S-T.**
10.25 Board Designation Agreement, dated October 28, 1997, by and between
the Company and Silver Holdings.**
10.26 Registration Rights and Voting Agreement, dated October 28, 1997, by
and among the Company, Silver Holdings, Consolidated, Argentum, Aurum
LLC and Thomas S. Kaplan.**
10.27 Amended and Restated Voting Trust Agreement, dated October 29, 1997,
between Thomas Kaplan and Consolidated.**
10.28 Amended and Restated Voting Trust Agreement, dated October 29, 1997,
between Thomas Kaplan and Argentum LLC.**
10.29 English translation of the Purchase Agreement between Monica de
Prundencio and ASC Bolivia, regarding the Tesorera and Jayula
concessions, dated September 3, 1997, with an attached note from Keith
Hulley as required by Rule 306 of Regulation S-T.**
21 List of Subsidiaries.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
27 Financial Data Schedule.
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* Incorporated by reference to the Company's Annual Report on Form 10-K for
the year ended December 31, 1997.
** Incorporated by reference to the Company's Registration Statement on Form
S-1 (File No. 333-34685).
*** Incorporated by reference to Exhibit 4.3 in the Company's Registration
Statement on Form S-8 (File No. 333-53185)
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
October 5, 1999 on its behalf by the undersigned, thereunto duly authorized.
Apex Silver Mines Limited
Registrant
/s/ Thomas S. Kaplan
By: _________________________________
Thomas S. Kaplan
Chairman, Board of Directors
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed by the following persons on behalf of the Registrant,
in the capacities and on the dates indicated.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Thomas S. Kaplan Director October 5, 1999
______________________________________
Thomas S. Kaplan
/s/ Michael Comninos Director October 5, 1999
______________________________________
Michael Comninos
Director October 5, 1999
______________________________________
Harry M. Conger
Director October 5, 1999
______________________________________
Eduardo S. Elsztain
Director October 5, 1999
______________________________________
David Sean Hanna
/s/ Ove Hoegh Director October 5, 1999
______________________________________
Ove Hoegh
/s/ Keith R. Hulley Director October 5, 1999
______________________________________
Keith R. Hulley
Director October 5, 1999
______________________________________
Richard Katz
/s/ Paul Soros Director October 5, 1999
______________________________________
Paul Soros
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EXHIBIT DESCRIPTION
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23.2 Consent of PricewaterhouseCoopers LLP.
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectuses
constituting part of this Amendment No. 2 to the Registration Statement on
Form S-3 of our report dated March 24, 1999 appearing on page F-2 of Apex
Silver Mines Limited's Annual Report on Form 10-K/A2 for the year ended
December 31, 1998. We also consent to the references to us under the heading
"Experts" in such Prospectuses.
PricewaterhouseCoopers LLP
Denver, Colorado
October 4, 1999
