SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 3)*
APEX SILVER MINES LIMITED
_________________________
(Name of Issuer)
Ordinary Shares, $0.01 Par Value
________________________________
(Title of Class of Securities)
GO474103
______________
(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)
November 5, 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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*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 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 8 Pages
<PAGE>
Page 2 of 8 Pages
SCHEDULE 13D
CUSIP No. GO474103
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*
a. [ ]
b. [x]
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
Connecticut
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 6,009,360
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
6,009,360
11 Aggregate Amount Beneficially Owned by Each Reporting Person
6,009,360
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [X]
13 Percent of Class Represented By Amount in Row (11)
16.84%
14 Type of Reporting Person*
CO;IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 8 Pages
SCHEDULE 13D
CUSIP No. GO474103
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*
a. [ ]
b. [x]
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
United States
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 7,192,599
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
7,192,599
11 Aggregate Amount Beneficially Owned by Each Reporting Person
7,192,599
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
20.04%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 8 Pages
SCHEDULE 13D
CUSIP No. GO474103
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*
a. [ ]
b. [x]
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
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 4,759,359
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
4,759,359
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,759,359
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
13.50%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 8 Pages
This Amendment No. 3 to Schedule 13D relates to ordinary
shares, $0.01 par value per share (the "Shares"), of Apex Silver Mines Limited
(the "Issuer"). This Amendment No. 3 supplementally amends the initial statement
on Schedule 13D dated December 1, 1997 and all amendments thereto (collectively,
the "Initial Statement") filed by the Reporting Persons (as defined in the
Initial Statement). This Amendment No. 3 is being filed by the Reporting Persons
to report that, as a result of the recent acquisition of Shares of the Issuer,
the number of Shares of which the Reporting Persons may be deemed to be the
beneficial owners has increased by more than one percent. Capitalized terms used
but not defined herein shall have the meanings ascribed to them in the Initial
Statement. The Initial Statement is supplementally amended as follows.
Item 2. Identity and Background.
This Item 2 is supplementally amended as follows:
This Statement relates to Shares held for the account of Moore
Global Investments, Ltd., a Bahamian corporation ("MGI"), Moore Emerging Markets
Fund Ltd., a Bahamian corporation ("MEM"), and a U.S. partnership (the "Fund"),
the general partner of which is an entity controlled by Mr. Louis M. Bacon ("Mr.
Bacon").
The principal business of Moore Capital Management, Inc., a
Connecticut corporation ("MCM"), is serving as discretionary investment manager
to MGI, MEM and other investment funds. As a result, MCM may be deemed the
beneficial owner of the Shares held for the account of MEM.
In his capacities as Chairman and Chief Executive Officer,
director and controlling shareholder of MCM, Mr. Bacon may be deemed the
beneficial owner of the Shares held for the account of MEM.
The principal business of MGI is investment in securities.
Item 3. Source and Amount of Funds or Other Consideration.
Approximately $34,999,992 was expended to purchase the
securities reported herein as being acquired by MGI, MEM and the Fund.
Item 4. Purpose of Transaction.
All of the securities reported herein as having been acquired
for the accounts of MGI, MEM and the Fund were acquired for investment purposes.
Neither the Reporting Persons nor, to the best of their knowledge, any of the
other persons identified in response to Item 2, has any plans or proposals that
relate to or would result in any of the transactions described in subparagraphs
(a) through (j) of Item 4 of Schedule 13D.
The Reporting Persons reserve the right to acquire, or cause
to be acquired, additional securities of the Issuer, to dispose of, or cause to
be disposed, such securities at any time or to formulate other purposes, plans
or proposals regarding the Issuer or any of its securities, to the extent deemed
advisable in light of general investment and trading policies of the Reporting
Persons, market conditions or other factors.
Item 5. Interest in Securities of the Issuer.
(a) (i) MCM may be deemed the beneficial owner of 6,009,360
Shares (approximately 16.84% of the total number of Shares which would be
outstanding assuming the exercise of all of the warrants held for the accounts
of MGI and MEM).
(ii) Mr. Bacon may be deemed the beneficial owner of
7,192,599 Shares (approximately 20.04% of the total number of Shares which would
be outstanding assuming the exercise of all of the warrants held for the
accounts of MGI, MEM and the Fund).
<PAGE>
Page 6 of 8 Pages
(iii) MGI may be deemed the beneficial owner of 4,759,359
Shares (approximately 13.50% of the total number of Shares which would be
outstanding assuming the exercise of all of the warrants held for its own
account).
(b) (i) MCM may be deemed to have the shared power to direct
the voting and disposition of the 6,009,360 Shares held for the accounts of MGI
and MEM (assuming the exercise of all of the warrants held for the accounts of
MGI and MEM).
(ii) Mr. Bacon may be deemed to have the shared power to
direct the voting and disposition of the 7,192,599 Shares held for the accounts
of MGI, MEM and the Fund (assuming the exercise of all of the warrants held for
the accounts of MGI, MEM and the Fund).
(iii) MGI may be deemed to have the shared power to direct
the voting and disposition of the 4,759,359 Shares held for its own account
(assuming the exercise of all of the warrants held for its own account).
(c) Except for the transactions listed on Annex A hereto, all
of which were direct purchases in a public offering from the Issuer, there have
been no transactions effected with respect to the Shares since September 16,
1999 (60 days prior to the date hereof) by any of the Reporting Persons.
(d) (i) The shareholders of MGI have the right to participate
in the receipt of dividends from, or proceeds from the sale of, the Shares held
for the account of MGI.
(ii) The shareholders of MEM have the right to participate
in the receipt of dividends from, or proceeds from the sale of, the Shares held
for the account of MEM.
(iii) The partners of the Fund have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Shares held for the account of the Fund.
(e) Not applicable.
<PAGE>
Page 7 of 8 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: November 15, 1999
MOORE CAPITAL MANAGEMENT, INC.
By: /S/ STEPHEN R. NELSON
------------------------------------
Stephen R. Nelson
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
------------------------------------
Stephen R. Nelson
Attorney in Fact
<PAGE>
Page 8 of 8 Pages
ANNEX A
RECENT TRANSACTIONS IN THE SECURITIES OF
APEX SILVER MINES LIMITED
<TABLE>
<CAPTION>
Date of Nature of Number of Net Average
For the Account of Transaction Transaction Securities Purchase Price
- ------------------ ----------- ----------- ---------- --------------
<S> <C> <C> <C> <C>
MGI 11/5/99 PURCHASE 1,666,666/1/ $ 12.00
MEM 11/5/99 PURCHASE 833,334/2/ $ 12.00
FUND 11/5/99 PURCHASE 416,666/3/ $ 12.00
- ---------------
/1/ In addition, along with the purchase of these Shares, MGI received 833,333
warrants from the Issuer, which are convertible into Shares on a one-for-one
basis at $18 per Share.
/2/ In addition, along with the purchase of these Shares, MEM received 416,667
warrants from the Issuer, which are convertible into Shares on a one-for-one
basis at $18 per Share.
/3/ In addition, along with the purchase of these Shares, the Fund received
208,333 warrants from the Issuer, which are convertible into Shares on a
one-for-one basis at $18 per Share.
</TABLE>
