<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Pan American Silver Corp.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
697900108
(CUSIP Number)
Mark R. Beatty, Esq.
Preston Gates & Ellis LLC
5000 Columbia Seafirst Center
701 Fifth Avenue
Seattle, Washington 98104
(206) 623-7580
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 18, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (g), check the following box [ ].
*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
disclosures provided in a prior cover page.
The information required on 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).
<PAGE>
- -------------------------------------------------------------------------------
CUSIP No.: 697900108
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Cascade Investment LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Washington
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
3,155,000
NUMBER OF SHARES ------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH ------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 3,155,000
WITH ------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,155,000
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- -------------------------------------------------------------------------------
-2-
<PAGE>
Item 1. SECURITY AND ISSUER
This statement relates to the Common Stock, no par value (the "Common
Stock), of Pan American Silver Corp. (the "Issuer"). The principal executive
offices of the Issuer are located at 1500 D 625 Howe Street, Vancouver,
British Columbia, Canada V6C 2T6.
Item 2. IDENTITY AND BACKGROUND
This statement is being filed by Cascade Investment LLC ("Cascade), which
is a limited liability company organized under the laws of the State of
Washington. Cascade is a private investment entity which seeks appreciation of
its assets for the benefit of its owner. Cascade conducts its principal
business operations at 2365 Carillon Point, Kirkland, Washington 98033.
Cascade has not during the last five years been (i) convicted in a
criminal proceeding, or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which it was or
is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
The names, business addresses, principal employment (and the names and
addresses of any corporation or other organization in which such employment is
conducted) and citizenship of each executive officer, director or person
controlling Cascade are set forth in Exhibit A hereto and are incorporated
herein by reference.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On February 18, 1999, Cascade purchased from the Issuer 1,000,000
shares of the Common Stock and a warrant to purchase 500,000 shares of the
Common Stock for an aggregate price of $5,644,400. The warrant was fully
exercisable at the time of the purchase. Following this purchase, Cascade
beneficially owned a total of 1,860,000 shares of the Common Stock, which
represented approximately 6.0% of the shares of Common Stock then issued and
outstanding. On August 3, 1999, Cascade purchased 680,000 shares of the
Common Stock at a price of $5.27 per share, an aggregate of $3,583,600, in
open market purchases. On September 20, 1999, Cascade purchased 615,000
shares of the Common Stock at a price of $4.875 per share, an aggregate of
$2,998,125, in open market purchases.
The source of Cascade's payment of the purchase price for each purchase
was its working capital. Cascade did not purchase any of the Common Stock
with borrowed funds.
Item 4. PURPOSE OF TRANSACTION
Cascade acquired the Common Stock for investment purposes only. Cascade
will continue to evaluate its ownership and voting position in the Issuer and
may consider the following future courses of action: (i) continuing to hold
the Common Stock for investment; (ii) disposing of all or a portion of the
Common Stock in open market sales or in privately-negotiated transactions;
(iii) acquiring additional shares of Common Stock in the open market or in
privately-negotiated transactions; or (iv) entering into short sales or other
hedging transactions with respect to the Common Stock. Cascade has not as yet
determined which of the courses of action specified in this paragraph it may
ultimately take. Cascade's future actions with regard to this investment are
dependent on its evaluation of a variety of circumstances affecting the Issuer
in the future, including the market price of the Issuer's Common Stock, the
Issuer's prospects and Cascade's portfolio.
In recent weeks, the Issuer and Cascade's manager, Michael Larson, have
discussed the possibility of Mr. Larson serving as a member of the Issuer's
Board of Directors. As of the filing date of this Schedule 13D, Mr. Larson is
evaluating the implications of accepting such an appointment. Cascade does
not know, if the appointment is made and Mr. Larson accepts, if the Issuer
will expand the size of the Board of Directors or if a director position is
currently vacant or is likely to become vacant. If Mr. Larson is appointed to
the Board of Directors, no written agreement with respect to Mr. Larson's
appointment is anticipated.
-3-
<PAGE>
Except as set forth above, Cascade has no present intent or proposals
that relate to or would result in: (i) the acquisition by any person of
additional securities of the Issuer, or the disposition of securities of the
Issuer; (ii) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries; (iii) a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries; (iv) any change in the present Board of
Directors or management of the Issuer, including any plans or proposals to
change the number or term of Directors or to fill any vacancies on the Board;
(v) any material change in the present capitalization or dividend policy of
the Issuer; (vi) any other material change in the Issuer's business or
corporate structure; (vii) changes in the Issuer's charter, bylaws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person; (viii) causing a class of
securities of the Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of
a registered national securities association; (ix) a class of equity
securities of the Issuer becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Exchange Act; or (x) any action similar to
those enumerated above.
Cascade reserves the right to determine in the future whether to change
the purpose or purposes described above or whether to adopt plans or proposals
of the type specified above.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the filing date of this Schedule 13D, Cascade beneficially
owns 3,155,000 shares of the Common Stock, including 500,000 shares issuable
upon exercise of warrants that are currently exercisable, which represents
approximately 10.3% of the shares of Common Stock currently issued and
outstanding.
(b) As of the filing date of this Schedule 13D, Cascade has sole power
to vote or direct the vote and dispose or direct the disposition of 3,155,000
shares of the Common Stock, including 500,000 shares issuable upon exercise
of warrants that are currently exercisable.
(c) On August 3, 1999, Cascade purchased 680,000 shares of the Common
Stock at a price of $5.27 per share, an aggregate of $3,583,600, in an open
market purchase. On September 20, 1999, Cascade purchased 615,000 shares of
the Common Stock at a price of $4.875 per share, an aggregate of $2,998,125, in
an open market purchase.
(d) Not applicable.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Cascade has no contracts, arrangements, understandings or relationships
(legal or otherwise) with any person with respect to the Common Stock,
including transfer or voting thereof, finders fees, joint ventures, loan or
option arrangements, put or calls, guarantees of profits, division of profits
or loss, or the giving or withholding of proxies.
Item 7. MATERIALS TO BE FILED AS EXHIBITS
None.
-4-
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Schedule 13D is true, complete and
correct.
CASCADE INVESTMENT LLC
By /s/ Michael Larson
----------------------------------
Name: Michael Larson
Title: Manager
September 28, 1999
-5-
<PAGE>
EXHIBIT A TO SCHEDULE 13D
Following is a list of each executive officer, director or person
controlling Cascade setting forth the business address and present principal
employment (and the name and address of any corporation or organization in
which such employment is conducted) of each person. The persons named below
are citizens of the United States of America and have not, during the last
five years, been convicted in a criminal proceeding or been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which they are or were subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
- -------------------------------------------------------------------------------
Name Position with Cascade Principal Employment and
Business Address
- -------------------------------------------------------------------------------
Michael Larson Manager Manager
Cascade Investment LLC
2365 Carillon Point
Kirkland, WA 98033
- -------------------------------------------------------------------------------
William H. Gates III Member Chief Executive Officer
Microsoft Corporation
One Microsoft Way
Redmond, WA 98052
- -------------------------------------------------------------------------------
-6-
