-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TfGPh+5ifqqG65ER2FDc+hD45/UjSgvOUaCkuLGtHqk6x8xjXLWy/RhzDMbQF/AI PMnebP7L+R2A65kfjPlpmA== 0000921530-99-000052.txt : 19990215 0000921530-99-000052.hdr.sgml : 19990215 ACCESSION NUMBER: 0000921530-99-000052 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990212 GROUP MEMBERS: GEORGE SOROS GROUP MEMBERS: GEOSOR CORPORATION GROUP MEMBERS: QIH MANAGEMENT INVESTOR, L.P. GROUP MEMBERS: QIH MANAGEMENT, INC. GROUP MEMBERS: QUANTUM INDUSTRIAL PARTNERS LDC GROUP MEMBERS: SOROS FUND MANAGEMENT LLC GROUP MEMBERS: STANLEY F. DRUCKENMILLER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: APEX SILVER MINES LTD CENTRAL INDEX KEY: 0001011509 STANDARD INDUSTRIAL CLASSIFICATION: SILVER ORES [1044] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-52021 FILM NUMBER: 99538202 BUSINESS ADDRESS: STREET 1: CALEDONIAN HOUSE GROUND FL GEORGETOWN CITY: GRAND CAYMAN CAYMAN STATE: E9 BUSINESS PHONE: 3499490050 MAIL ADDRESS: STREET 1: CALEDONIAN HOUSE MARY STREET STREET 2: GEORGE TOWN GRAND CAYMAN ISLAND BWI FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOROS FUND MANAGEMENT LLC CENTRAL INDEX KEY: 0001029160 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133914976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 2128721054 MAIL ADDRESS: STREET 1: C/O AKIN, GUMP, STRAUSS,HAUER,FELD, STREET 2: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 AMENDMENT #1 TO SC 13G RE APEX SILVER MINES LTD. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.1 )* APEX SILVER MINES LIMITED _________________________ (Name of Issuer) Common Stock, $0.01 Par Value _______________________________ (Title of Class of Securities) G04074103 ______________ (CUSIP Number) December 31, 1998 _____________________________________ (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 17 Pages Exhibit Index: Page 15 SCHEDULE 13G CUSIP No. G04074103 Page 2 of 17 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) 12.99% 12 Type of Reporting Person* OO; IV *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. G04074103 Page 3 of 17 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) 12.99% 12 Type of Reporting Person* PN; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. G04074103 Page 4 of 17 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) 12.99% 12 Type of Reporting Person* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. G04074103 Page 5 of 17 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) 12.99% 12 Type of Reporting Person* OO; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. G04074103 Page 6 of 17 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 1,021,521 Shares Beneficially 6 Shared Voting Power Owned By 3,405,070 Each Reporting 7 Sole Dispositive Power Person 1,021,521 With 8 Shared Dispositive Power 3,405,070 9 Aggregate Amount Beneficially Owned by Each Reporting Person 4,426,591 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [X] 11 Percent of Class Represented By Amount in Row (9) 16.88% 12 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. G04074103 Page 7 of 17 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) 3.90% 12 Type of Reporting Person* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. G04074103 Page 8 of 17 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person STANLEY F. DRUCKENMILLER (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 0 Shares Beneficially 6 Shared Voting Power Owned By 3,405,070 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 3,405,070 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) 12.99% 12 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 9 of 17 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. George Soros"); vi) Geosor Corporation ("Geosor");and vii) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller"). Due to a recent disposition of all the Shares (as defined herein) held for the account of Silver Holdings LDC ("Silver Holdings"), this Schedule 13G will no longer include Silver Holdings as a Reporting Person. This Schedule 13G constitutes an exit filing for Paul Soros and VDM, Inc. This statement relates to Shares (as defined herein) held for the accounts of QIP and Geosor (each as defined herein) . The sole managing member of QIP is QIHMI, the sole general partner of which is QIH Management. Mr. George 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. George Soros has, among other things, agreed to use his best efforts to cause QIH Management to act on the direction of SFM LLC. Mr. George Soros is also the Chairman 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. George Soros is the sole shareholder of Geosor. Page 10 of 17 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. George Soros, Geosor and Mr. Druckenmiller 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. George Soros is a citizen of the United States; vi) Geosor is a New York corporation; and vii) Mr. Druckenmiller is a citizen of the United States. 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 December 31, 1998, the number of Shares which may be deemed to have been beneficially owned by each of the Reporting Persons was as follows: 1) Each of QIP, QIHMI, QIH Management, and SFM LLC may be deemed to have been the beneficial owner of the 3,405,070 Shares held for the account of QIP. 2) Mr. George Soros may be deemed to have been the beneficial owner of 4,426,591 Shares. This number consists of (a) the 3,405,070 Shares held for the account of QIP and (b) the 1,021,521 Shares held for the account of Geosor. 3) Geosor may be deemed to have been the beneficial owner of the 1,021,521 Shares held for its account. 4) Mr. Druckenmiller may be deemed to have been the beneficial owner of the 3,405,070 Shares held for the account of QIP. Page 11 of 17 Pages Item 4(b) Percent of Class: (i) The number of Shares of which each of QIP, QIHMI, QIH Management, SFM LLC, and Mr. Druckenmiller may be deemed to have been the beneficial owner constitutes approximately 12.99% of the total number of shares outstanding; (ii) The number of shares of which Mr. George Soros may be deemed to have been the beneficial owner constitutes approximately 16.88% of the total number of shares outstanding; and (iii)The number of shares of which Geosor may be deemed to have been the beneficial owner constitutes approximately 3.90% of the total number of shares outstanding. Page 12 of 17 Pages Item 4(c) Number of shares as to which such person had: 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. George Soros - ---------------- (i) Sole power to vote or to direct the vote: 1,021,521 (ii) Shared power to vote or to direct the vote: 3,405,070 (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: 3,405,070 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 Mr. Druckenmiller - ----------------- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 3,405,070 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 3,405,070 Page 13 of 17 Pages Item 5. Ownership of Five Percent or Less of a Class: This Item 5 is not applicable. 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. 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 14 of 17 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: February 12, 1999 QUANTUM INDUSTRIAL PARTNERS LDC By: /S/ MICHAEL C. NEUS ----------------------------- Michael C. Neus Attorney-in-Fact Date: February 12, 1999 QIH MANAGEMENT INVESTOR, L.P. By: QIH MANAGEMENT, INC., its General Partner By: /S/ MICHAEL C. NEUS ----------------------------- Michael C. Neus Vice President Date: February 12, 1999 QIH MANAGEMENT, INC. By: /S/ MICHAEL C. NEUS ----------------------------- Michael C. Neus Vice President Date: February 12, 1999 SOROS FUND MANAGEMENT LLC By: /S/ MICHAEL C. NEUS ----------------------------- Michael C. Neus Assistant General Counsel Date: February 12, 1999 GEORGE SOROS By: /S/ MICHAEL C. NEUS ----------------------------- Michael C. Neus Attorney-in-Fact Date: February 12, 1999 GEOSOR CORPORATION By: /S/ MICHAEL C. NEUS ----------------------------- Michael C. Neus Assistant Secretary Date: February 12, 1999 STANLEY F. DRUCKENMILLER By: /S/ MICHAEL C. NEUS ----------------------------- Michael C. Neus Attorney-in-Fact Page 15 of 17 Pages EXHIBIT INDEX Page ----- D. Joint Filing Agreement dated as of February 11, 1999 by and among Quantum Industrial Partners LDC, QIH Management Investor, L.P., QIH Management, Inc., Soros Fund Management LLC, Mr. George Soros, Geosor Corporation and Mr. Stanley F. Druckenmiller............................................................... 16 EX-99.D 2 EXHIBIT D - JOINT FILING AGREEMENT Page 16 of 17 Pages EXHIBIT D JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Apex Silver Mines Limited dated as of February 11, 1999 is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934. Date: February 12, 1999 QUANTUM INDUSTRIAL PARTNERS LDC By: /S/ MICHAEL C. NEUS ----------------------------- Michael C. Neus Attorney-in-Fact Date: February 12, 1999 QIH MANAGEMENT INVESTOR, L.P. By: QIH MANAGEMENT, INC., its General Partner By: /S/ MICHAEL C. NEUS ----------------------------- Michael C. Neus Vice President Date: February 12, 1999 QIH MANAGEMENT, INC. By: /S/ MICHAEL C. NEUS ----------------------------- Michael C. Neus Vice President Date: February 12, 1999 SOROS FUND MANAGEMENT LLC By: /S/ MICHAEL C. NEUS ----------------------------- Michael C. Neus Assistant General Counsel Date: February 12, 1999 GEORGE SOROS By: /S/ MICHAEL C. NEUS ----------------------------- Michael C. Neus Attorney-in-Fact Page 17 of 17 Pages Date: February 12, 1999 GEOSOR CORPORATION By: /S/ MICHAEL C. NEUS ----------------------------- Michael C. Neus Assistant Secretary Date: February 12, 1999 STANLEY F. DRUCKENMILLER By: /S/ MICHAEL C. NEUS ----------------------------- Michael C. Neus Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----