<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
(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 report is Amendment No. 1 to the registrant's annual report on Form 10-K
for the fiscal year ended December 31,1998 (the "Report"). This report is being
filed solely to file an amended exhibit 27 (Financial Data Schedule).
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
on its behalf by the undersigned, thereunto duly authorized.
Apex Silver Mines Limited
Registrant
/s/ Keith R. Hulley
By: _________________________________
Keith R. Hulley
Director
April 1, 1999
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<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> YEAR YEAR
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1997
<PERIOD-START> JAN-01-1998 JAN-01-1997
<PERIOD-END> DEC-31-1998 DEC-31-1997
<CASH> 26,217,241 57,033,193
<SECURITIES> 0 0
<RECEIVABLES> 126,332 825,129
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 27,541,195 58,826,372
<PP&E> 2,571,309 1,243,481
<DEPRECIATION> 341,725 93,693
<TOTAL-ASSETS> 62,347,034 73,328,659
<CURRENT-LIABILITIES> 1,983,696 1,006,274
<BONDS> 0 0
0 0
0 0
<COMMON> 262,507 191,249
<OTHER-SE> 0 0
<TOTAL-LIABILITY-AND-EQUITY> 62,347,034 73,328,659
<SALES> 0 0
<TOTAL-REVENUES> 2,444,357 961,810
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 13,473,927 15,946,768
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> (11,029,570) (14,984,958)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (11,029,570) (14,984,958)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (11,029,570) (14,984,958)
<EPS-PRIMARY> (0.42) (0.72)
<EPS-DILUTED> (0.42) (0.72)
</TABLE>