UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
APEX SILVER MINES LIMITED
-------------------------
(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
---------------------------------------
(Title of Class of Securities)
G04074103
---------
(CUSIP Number)
December 31, 2003
-----------------
(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 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).
Continued on following pages
Page 1 of 16 Pages
Exhibit Index: Page 13
SCHEDULE 13G
CUSIP No. G04074103 Page 2 of 16 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
QUANTUM INDUSTRIAL PARTNERS LDC
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
CAYMAN ISLANDS
5 Sole Voting Power
Number of 2,358,221
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 2,358,221
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,358,221
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[X]
11 Percent of Class Represented By Amount in Row (9)
5.2%
12 Type of Reporting Person (See Instructions)
OO; IV
SCHEDULE 13G
CUSIP No. G04074103 Page 3 of 16 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
QIH MANAGEMENT INVESTOR, L.P.
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 2,358,221
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 2,358,221
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,358,221
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[X]
11 Percent of Class Represented By Amount in Row (9)
5.2%
12 Type of Reporting Person (See Instructions)
PN; IA
SCHEDULE 13G
CUSIP No. G04074103 Page 4 of 16 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
QIH MANAGEMENT LLC
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 2,358,221
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 2,358,221
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,358,221
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[X]
11 Percent of Class Represented By Amount in Row (9)
5.2%
12 Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No. G04074103 Page 5 of 16 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
SOROS FUND MANAGEMENT LLC
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 2,358,221
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 2,358,221
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,358,221
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[X]
11 Percent of Class Represented By Amount in Row (9)
5.2%
12 Type of Reporting Person (See Instructions)
OO; IA
SCHEDULE 13G
CUSIP No. G04074103 Page 6 of 16 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
GEORGE SOROS (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 3,457,823
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 3,457,823
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
3,457,823
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
7.7%
12 Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP No. G04074103 Page 7 of 16 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
GEOSOR CORPORATION
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
NEW YORK
5 Sole Voting Power
Number of 707,466
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 707,466
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
707,466
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[X]
11 Percent of Class Represented By Amount in Row (9)
1.6%
12 Type of Reporting Person (See Instructions)
CO
Page 8 of 16 Pages
Item 1(a) Name of Issuer:
Apex Silver Mines Limited (the "Issuer")
Item 1(b) Address of the Issuer's Principal Executive Offices:
Walker House, Mary Street, Georgetown, Grand Cayman, Cayman
Islands, British West Indies.
Item 2(a) Name of Person Filing:
The 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 LLC ("QIH Management");
iv) Soros Fund Management LLC ("SFM LLC"); and
v) Mr. George Soros ("Mr. Soros"); and
vi) Geosor Corporation ("Geosor").
This Statement relates to Shares (as defined herein) held for
the accounts of QIP, Geosor and EMOF LLC, a Delaware limited liability company
("EMOF").
QIHMI, an investment advisory firm, is vested with investment
discretion over the Shares held for the account of QIP. The sole general partner
of QIHMI is QIH Management. SFM LLC is the sole managing member of QIH
Management. Mr. Soros is the Chairman of SFM LLC. 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
managing member. In such capacity, Mr. Soros may be deemed to have voting and
dispositive power over the Shares held for the account of EMOF.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of QIHMI,
QIH Management, SFM LLC, Geosor and Mr. Soros is 888 Seventh Avenue, 33rd Floor,
New York, New York 10106. The address of the principal business office of QIP is
Kaya Flamboyan 9, Willemstad, Curacao, Netherlands Antilles.
Page 9 of 16 Pages
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 limited liability company;
iv) SFM LLC is a Delaware limited liability company;
v) Mr. Soros is a United States citizen; and
vi) Geosor is a New York corporation.
Item 2(d) Title of Class of Securities:
Common Stock, $0.01 par value per share (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) or (c), 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, 2003, each of the Reporting Persons may be
deemed the beneficial owner of the following number of Shares:
(i) Each of QIP, QIHMI, QIH Management and SFM LLC may be
deemed the beneficial o wner of the 2,358,221 Shares
held for the account of QIP.
(ii) Mr. Soros may be deemed the beneficial owner of
3,457,823 Shares. This number includes (A) 2,358,221
Shares held for the account of QIP, (B) 707,466
Shares held for the account of Geosor and (C) 392,136
Shares held for the account of EMOF.
(iii) Geosor may be deemed the beneficial owner of 707,466
Shares held for its account.
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 to be the
beneficial owner constitutes approximately 5.2% of
the total number of Shares outstanding (based upon
Page 10 of 16 Pages
information provided by the Issuer in its most recent
prospective supplement filed on February 13, 2004,
the number of Shares outstanding as of February 11,
2004 was 45,030,010).
(ii) The number of Shares of which Mr. Soros may be deemed
to be the beneficial owner constitutes approximately
7.7% of the total number of Shares outstanding.
(iii) The number of Shares of which Geosor may be deemed to
be the beneficial owner constitutes approximately
1.6% of the total number of Shares outstanding.
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: 2,358,221
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 2,358,221
(iv) Shared power to dispose or to direct the disposition of: 0
Mr. Soros
---------
(i) Sole power to vote or to direct the vote: 3,457,823
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 3,457,823
(iv) Shared power to dispose or to direct the disposition of: 0
Geosor
------
(i) Sole power to vote or to direct the vote: 707,466
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 707,466
(iv) Shared power to dispose or to direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Page 11 of 16 Pages
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
(i) 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.
(ii) The members of EMOF have the right to participate in the
receipt of dividends from, and proceeds from the sale of, the Shares held for
the account of EMOF in accordance with their membership 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 12 of 16 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 17, 2004 QUANTUM INDUSTRIAL PARTNERS LDC
By:/s/ John F. Brown
---------------------------------
John F. Brown
Attorney-in-Fact
QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management LLC,
its General Partner
By: Soros Fund Management LLC
its Managing Member
By:/s/ John F. Brown
--------------------------
John F. Brown
Assistant General Counsel
QIH MANAGEMENT LLC
By: Soros Fund Management LLC
its Managing Member
By:/s/ John F. Brown
--------------------------
John F. Brown
Assistant General Counsel
SOROS FUND MANAGEMENT LLC
By:/s/ John F. Brown
--------------------------
John F. Brown
Assistant General Counsel
SFM DOMESTIC INVESTMENTS LLC
By: George Soros
Its Managing Member
By:/s/ John F. Brown
--------------------------
John F. Brown
Attorney-in-Fact
GEORGE SOROS
By:/s/ John F. Brown
--------------------------
John F. Brown
Attorney-in-Fact
GEOSOR CORPORATION
By: George Soros
Its Sole Shareholder
By: /s/ John F. Brown
------------------------------------
John F. Brown
Attorney-in-Fact
Page 13 of 16 Pages
EXHIBIT INDEX
Page No.
H. Joint Filing Agreement dated February 17, 2004 by and among
Quantum Industrial Partners LDC, QIH Management Investor,
L.P., QIH Management LLC, Soros Fund Management LLC, Mr.
George Soros and Geosor Corporation............................ 14
I. Power of Attorney, dated as of February 13, 2003, granted by
Quantum Industrial Partners LDC in favor of Armando T. Belly,
John F. Brown, Jodye Anzalotta, Maryann Canfield, Abbas Zuaiter,
Richard D. Holahan, Jr., and Robert Soros...................... 15
J. Power of Attorney, dated as of October 30, 2002, granted by
Mr. George Soros in favor of Armando T. Belly, John F. Brown,
Jodye Anzalotta, Maryann Canfield, Richard D. Holahan, and
Robert Soros................................................... 16
Page 14 of 16 Pages
EXHIBIT H
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
17, 2004 is, and any amendments thereto (including amendments on Schedule 13D)
signed by each of the undersigned shall be, filed on behalf of us pursuant to
and in accordance with the provisions of Rule 13d-1(k) under the Securities
Exchange Act of 1934.
Date: February 17, 2004 QUANTUM INDUSTRIAL PARTNERS LDC
By:/s/ John F. Brown
---------------------------------
John F. Brown
Attorney-in-Fact
QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management LLC,
its General Partner
By: George Soros
its Sole Member
By:/s/ John F. Brown
--------------------------
John F. Brown
Attorney-in-Fact
QIH MANAGEMENT LLC
By: George Soros
its Sole Member
By:/s/ John F. Brown
--------------------------
John F. Brown
Attorney-in-Fact
SOROS FUND MANAGEMENT LLC
By:/s/ John F. Brown
--------------------------
John F. Brown
Assistant Counsel
SFM DOMESTIC INVESTMENTS LLC
By: George Soros
Its Managing Member
By:/s/ John F. Brown
--------------------------
John F. Brown
Attorney-in-Fact
GEORGE SOROS
By:/s/ John F. Brown
--------------------------
John F. Brown
Attorney-in-Fact
GEOSOR CORPORATION
By: George Soros
Its Sole Shareholder
By: /s/ John F. Brown
------------------------------------
John F. Brown
Attorney-in-Fact
Page 15 of 16 Pages
EXHIBIT I
QUANTUM INDUSTRIAL PARTNERS LDC
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that the undersigned QUANTUM INDUSTRIAL PARTNERS
LDC (the "Company"), an exempted limited duration company existing and operating
under the laws of the Cayman Islands does, pursuant to a duly adopted resolution
of its Managing Director, hereby designate, constitute and appoint:
ARMANDO T. BELLY, JOHN F. BROWN, JODYE ANZALOTTA, MARYANN CANFIELD,
ABBAS ZUAITER, RICHARD D. HOLAHAN, JR., AND ROBERT SOROS
acting, singly and not jointly, as its true and lawful agent and attorney in
fact for the purpose of executing in its name, all documents, certificates,
instruments, statements, filings and agreements ("documents") to be filed with
or delivered to any foreign or domestic governmental or regulatory body or
required or requested by any other person or entity pursuant to any legal or
regulatory requirement relating to the acquisition, ownership, management or
disposition of securities or other investments, and any other documents relating
or ancillary thereto, including but not limited to, all documents relating to
filings with the United States Securities and Exchange Commission (the "SEC")
pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934
(the "Act") and the rules and regulations promulgated thereunder, including: (1)
all documents relating to the beneficial ownership of securities required to be
filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act
including, without limitation: (a) any acquisition statements on Schedule 13D or
Schedule 13G and any amendments thereto, (b) any joint filing agreements
pursuant to Rule 13d-1(k), and (c) any initial statements of, or statements of
changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and
(2) any information statements on Form 13F required to be filed with the SEC
pursuant to Section 13(f) of the Act.
Each attorney-in-fact is hereby authorized and empowered to perform all other
acts and deeds, which he or she in his or her sole discretion deems necessary or
appropriate to carry out to the fullest extent the terms and the intent of the
foregoing. All prior acts of each attorney-in-fact in furtherance of the
foregoing are hereby ratified and confirmed.
IN WITNESS WHEREOF, the Company has caused this document to be executed this
13th day of February, 2003.
QUANTUM INDUSTRIAL PARTNERS LDC
/s/ Curacao Corporation Company N.V.
----------------------------------------
Curacao Corporation Company N.V.
Managing Director
Page 16 of 16 Pages
EXHIBIT J
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, GEORGE SOROS, hereby make, constitute
and appoint each of ARMANDO T. BELLY, JODYE ANZALOTTA, JOHN F. BROWN, MARYANN
CANFIELD, RICHARD D. HOLAHAN, JR. and ROBERT SOROS, acting individually, as my
agent and attorney-in-fact for the purpose of executing in my name, (a) in my
personal capacity or (b) in my capacity as Chairman of, member of or in other
capacities with Soros Fund Management LLC ("SFM LLC") and each of its affiliates
or entities advised by me or SFM LLC, all documents, certificates, instruments,
statements, filings and agreements ("documents") to be filed with or delivered
to any foreign or domestic governmental or regulatory body or required or
requested by any other person or entity pursuant to any legal or regulatory
requirement relating to the acquisition, ownership, management or disposition of
securities, futures contracts or other investments, and any other documents
relating or ancillary thereto, including without limitation all documents
relating to filings with the Commodities Futures Trading Commission and National
Futures Association, the United States Securities and Exchange Commission (the
"SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of
1934 (the "Act") and the rules and regulations promulgated thereunder, including
all documents relating to the beneficial ownership of securities required to be
filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act and any
information statements on Form 13F required to be filed with the SEC pursuant to
Section 13(f) of the Act.
All past acts of the attorneys-in-fact in furtherance of the foregoing are
hereby ratified and confirmed.
Execution of this power of attorney revokes that certain Power of Attorney dated
as of the 15th day of January 2002 with respect to the same matters addressed
above.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 30th day of
October, 2002.
/s/ George Soros
----------------------------------------
GEORGE SOROS