UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
APEX SILVER MINES LIMITED
_________________________
(Name of Issuer)
Common Stock, $0.01 Par Value
_______________________________
(Title of Class of Securities)
G04074103
______________
(CUSIP Number)
July 1, 2000
_____________________________________
(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 18 Pages
Exhibit Index: Page 15
<PAGE>
SCHEDULE 13G
CUSIP No. G04074103 Page 2 of 18 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)
9.88%
12 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. G04074103 Page 3 of 18 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)
9.88%
12 Type of Reporting Person*
PN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. G04074103 Page 4 of 18 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)
9.88%
12 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. G04074103 Page 5 of 18 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)
9.88%
12 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. G04074103 Page 6 of 18 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 4,992,801
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 4,992,801
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
4,992,801
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
14.48%
12 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. G04074103 Page 7 of 18 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)
2.96%
12 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. G04074103 Page 8 of 18 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
STANLEY F. DRUCKENMILLER
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 0
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
0
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
0%
12 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 9 of 18 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. Soros");
vi) Geosor Corporation ("Geosor");and
vii) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller").
This statement relates to Shares (as defined herein) held for the
accounts of QIP, Geosor and EMOF LLC, a Delaware limited
liability company ("EMOF").
The sole managing member of QIP is QIHMI, the sole general
partner of which is QIH Management. Mr. 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.
Soros has, among other things, agreed to use his best efforts to
cause QIH Management to act on the direction of SFM LLC. Mr.
Soros is also the Chairman and President 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. Soros is the sole
shareholder of Geosor.
The sole managing member of EMOF is EMOF Manager LLC, a Delaware
limited liability company ("EMOF Manager"), of which Mr. Soros is
the Principal Executive Officer. In such capacity, Mr. Soros may
be deemed to have voting and dispositive power over the Shares
held for the account of EMOF.
Effective as of July 1, 2000, Mr. Druckenmiller ceased to be the
Lead Portfolio Manager of, and is no longer employed by, SFM LLC
and, as a result of a reorganization of SFM LLC, the Management
Committee has been eliminated. Mr. Druckenmiller no longer may be
deemed the beneficial owner of securities held for the account of
QIP, and is no longer a Reporting Person.
<PAGE>
Page 10 of 18 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. Soros and Geosor 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. Soros is a citizen of the United States; and
vi) Geosor is a New York corporation.
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 July 5, 2000, each of the Reporting Persons may be deemed
the beneficial owner of the following number of Shares:
1) Each of QIP, QIHMI, QIH Management, and SFM LLC may be
deemed the beneficial owner of the 3,405,070 Shares held for
the account of QIP.
2) Mr. Soros may be deemed the beneficial owner of 4,992,801
Shares. This number consists of (a) the 3,405,070 Shares
held for the account of QIP, (b) the 1,021,521 Shares held
for the account of Geosor and (c) the 566,210 Shares held
for the account of EMOF.
3) Geosor may be deemed the beneficial owner of the 1,021,521
Shares held for its account.
<PAGE>
Page 11 of 18 Pages
Item 4(b) Percent of Class:
(i) The number of Shares of which each of QIP, QIHMI, QIH
Management and SFM LLC may be deemed the beneficial owner
constitutes approximately 9.88% of the total number of
Shares outstanding;
(ii) The number of Shares of which Mr. Soros may be deemed the
beneficial owner constitutes approximately 14.48% of the
total number of Shares outstanding; and
(iii)The number of Shares of which Geosor may be deemed the
beneficial owner constitutes approximately 2.96% of the
total number of Shares outstanding.
<PAGE>
Page 12 of 18 Pages
Item 4(c) Number of shares as to which such person has:
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. Soros
---------
(i) Sole power to vote or to direct the vote: 4,992,801
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 4,992,801
(iv) Shared power to dispose or to direct the disposition of: 0
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
<PAGE>
Page 13 of 18 Pages
Item 5. Ownership of Five Percent or Less of a Class:
As of July 1, 2000, Mr. Druckenmiller ceased to be the beneficial
owner of more than five percent of the Shares.
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.
The members of EMOF have the right to participate in the receipt
of dividends from, or proceeds from the sale of, the Shares held
for the account of EMOF in accordance with their ownership
interests in EMOF.
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 18 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: July 5, 2000 QUANTUM INDUSTRIAL PARTNERS LDC
By: /S/ RICHARD D. HOLAHAN, JR.
-----------------------------
Richard D. Holahan, Jr.
Attorney-in-Fact
Date: July 5, 2000 QIH MANAGEMENT INVESTOR, L.P.
By: QIH MANAGEMENT, INC.,
its General Partner
By: /S/ RICHARD D. HOLAHAN, JR.
-----------------------------
Richard D. Holahan, Jr.
Secretary
Date: July 5, 2000 QIH MANAGEMENT, INC.
By: /S/ RICHARD D. HOLAHAN, JR.
-----------------------------
Richard D. Holahan, Jr.
Secretary
Date: July 5, 2000 SOROS FUND MANAGEMENT LLC
By: /S/ RICHARD D. HOLAHAN, JR.
-----------------------------
Richard D. Holahan, Jr.
Assistant General Counsel
Date: July 5, 2000 GEORGE SOROS
By: /S/ RICHARD D. HOLAHAN, JR.
-----------------------------
Richard D. Holahan, Jr.
Attorney-in-Fact
Date: July 5, 2000 GEOSOR CORPORATION
By: /S/ RICHARD D. HOLAHAN, JR.
-----------------------------
Richard D. Holahan, Jr.
Assistant Secretary
Date: July 5, 2000 STANLEY F. DRUCKENMILLER
By: /S/ RICHARD D. HOLAHAN, JR.
-----------------------------
Richard D. Holahan, Jr.
Attorney-in-Fact
<PAGE>
Page 15 of 18 Pages
EXHIBIT INDEX
Page No.
--------
E. Power of Attorney, dated as of January 27, 2000,
granted by Mr. George Soros in 16 favor of Mr. Michael
C. Neus and Mr. Richard D. Holahan,
Jr..................................................... 16
F. Power of Attorney, dated as of January 27, 2000,
granted by Mr. Stanley F. Druckenmiller in favor of Mr.
Michael C. Neus and Mr. Richard D. Holahan, Jr.
....................................................... 17
G. Power of Attorney, dated as of January 24, 2000,
granted by Quantum Industrial Partners LDC in favor of
Mr. Michael C. Neus and Mr. Richard D. Holahan,
Jr..................................................... 18
