MOORE CAPITAL MANAGEMENT INC /NEW
SC 13D/A, 1998-06-30
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                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549


                                  SCHEDULE 13D


                    Under the Securities Exchange Act of 1934


                                (Amendment No. 2)


                            APEX SILVER MINES LIMITED
                            -------------------------
                                (Name of Issuer)


                         Ordinary Shares, $.01 par value
                         -------------------------------
                         (Title of Class of Securities)


                                   GO474 10 3
                                 -------------
                                 (CUSIP Number)


                             Stephen R. Nelson, Esq.
                         Moore Capital Management, Inc.
                           1251 Avenue of the Americas
                               New York, New York
                                      10020
                                 (212) 782-7102
                -------------------------------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)


                                  June 26, 1998
              ---------------------------------------------------
              (Date of Event which Requires Filing 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(b)(3) or (4), check the following box [ ].



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SCHEDULE 13D

CUSIP No. GO474 10 3

1.  NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

          Moore Capital Management, Inc.

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    Not Applicable                a[ ]
                                  b[ ]
3.  SEC USE ONLY

4.  SOURCE OF FUNDS*
         OO

5.  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
    PURSUANT TO ITEMS 2(d) OR 2(e)                           [ ]

6.  CITIZENSHIP OR PLACE OF ORGANIZATION
        Connecticut

                        7.  SOLE VOTING POWER
                            None

                        8.  SHARED VOTING POWER
NUMBER OF
  SHARES                    2,259,342
BENEFICIALLY
 OWNED BY
   EACH                 9.  SOLE DISPOSITIVE POWER
 REPORTING
  PERSON                    None
   WITH
                       10.  SHARED DISPOSITIVE POWER

                            2,259,342

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    2,259,342

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
    CERTAIN SHARES*                                         [ ]

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
    11.7%

14. TYPE OF REPORTING PERSON*
    CO, IA


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SCHEDULE 13D

CUSIP No. GO474 10 3

1.  NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

         Louis M. Bacon

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    Not Applicable                a[ ]
                                  b[ ]
3.  SEC USE ONLY

4.  SOURCE OF FUNDS*
         OO

5.  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
    PURSUANT TO ITEMS 2(d) OR 2(e)                           [ ]

6.  CITIZENSHIP OR PLACE OF ORGANIZATION
        U.S.

                   7.  SOLE VOTING POWER

                       None

                   8.  SHARED VOTING POWER
NUMBER OF
  SHARES               2,817,600
BENEFICIALLY
 OWNED BY
   EACH            9.  SOLE DISPOSITIVE POWER
 REPORTING
  PERSON               None
   WITH

                  10.  SHARED DISPOSITIVE POWER

                       2,817,600

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     2,817,600

12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
     CERTAIN SHARES*                                         [ ]

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     14.6%

14.  TYPE OF REPORTING PERSON*
     IN, IA


<PAGE>




SCHEDULE 13D

CUSIP No. GO474 10 3

1.  NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

         Moore Global Investments, Ltd.

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    Not Applicable                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
        Bahamas

                   7.  SOLE VOTING POWER

                       None

                   8.  SHARED VOTING POWER
NUMBER OF
  SHARES               2,259,342
BENEFICIALLY
 OWNED BY
   EACH            9.  SOLE DISPOSITIVE POWER
 REPORTING
  PERSON               None
   WITH

                  10.  SHARED DISPOSITIVE POWER

                       2,259,342

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     2,259,342

12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
     CERTAIN SHARES*                                         [ ]

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     11.7%

14.  TYPE OF REPORTING PERSON*
     CO


<PAGE>




     This statement  amends and  supplements  the  information  set forth in the
Schedule  13D filed by the  Reporting  Persons  (as  defined  therein)  with the
Securities  and  Exchange  Commission  on  December  5, 1997,  as  amended,  and
constitutes  Amendment No. 2 to the Schedule 13D.  Capitalized terms used herein
without definition shall have the meaning assigned to such terms in the Schedule
13D.

Item 3.  Sources  and  Amounts of Funds or Other  Consideration

     The first  sentence of Item 3 is revised and amended in its entirety as set
forth below.

     MGI and the Fund  expended an aggregate  of  approximately  $27,104,650  of
working capital to purchase the 2,817,600 Ordinary Shares held by them.

Item 5.  Interest in Securities of the Issuer

     Items 5(a)  through  5(c) are revised and amended in their  entirety as set
forth below.

     (a)-(b) On the date of this Statement:

     (i) Mr.  Bacon is deemed  to have  beneficial  ownership  for  purposes  of
Section 13(d) of the Securities Exchange Act of 1934 ("Beneficial Ownership") of
2,817,600  Ordinary  Shares  by  virtue of his  control  of MCM and the  general
partner of the Fund.  Such shares  represent 14.6% of the issued and outstanding
Ordinary Shares. Also by virtue of his control of MCM and the general partner of
the Fund, Mr. Bacon is deemed to share voting power and  dispositive  power over
the Ordinary Shares held by MGI and the Fund.


<PAGE>


     (ii) MCM is deemed  to have  Beneficial  Ownership  of  2,259,342  Ordinary
Shares by virtue of its  position as  discretionary  investment  manager of MGI.
Such shares represent 11.7% of the issued and outstanding  Ordinary Shares.  MCM
is vested with the power to direct  disposition  of the Ordinary  Shares held by
MGI and shares with MGI and Mr. Bacon voting power over such Ordinary Shares.

     (iii) MGI has Beneficial Ownership of 2,259,342 Ordinary Shares held by it.
Such shares represent 11.7% of the issued and outstanding  Ordinary Shares.  MGI
currently does not exercise  dispositive power over such shares but could obtain
such power within 60 days if MGI  exercised  its right to terminate  its trading
dvisory agreement with MCM.

     The  percentages  used  herein are  calculated  based  upon the  19,348,076
Ordinary Shares stated to be issued and outstanding at May 8, 1998, as reflected
in the Company's report on Form 10-Q for the quarter ended March 31, 1998.

     To the best knowledge of the Reporting  Persons,  none of the persons named
in  Schedule  I,  other  than Mr.  Bacon,  has or is deemed  to have  Beneficial
Ownership of the Ordinary Shares.

     (c) On June 26, 1998,  MGI and the Fund  purchased  in an  over-the-counter
transaction  344,482 and 75,618 Ordinary  Shares,  respectively,  at a price per
share of  $9.00.  Such  purchases  were the only  transactions  effected  by the
Reporting  Persons with respect to Ordinary Shares since the filing of Amendment
No. 1 to the Schedule 13D on May 12, 1998.


<PAGE>




Signature

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.


Dated:  June 30, 1998

                         MOORE CAPITAL MANAGEMENT, INC.

                         By:    /s/ Stephen R. Nelson
                                ----------------------------
                                Name:  Stephen R. Nelson
                                Title: Vice President



                         LOUIS M BACON

                         By:    /s/ Stephen R. Nelson
                                ----------------------------
                                Stephen R. Nelson
                                Attorney in Fact



                         MOORE GLOBAL INVESTMENTS, LTD.

                         By:    /s/ Stephen R. Nelson
                                ----------------------------
                                Name:  Stephen R. Nelson
                                Title: Attorney in Fact




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