UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
APEX SILVER MINES LIMITED
-------------------------
(Name of Issuer)
Ordinary Shares, $0.01 Par Value
--------------------------------
(Title of Class of Securities)
G04074103
---------------
(CUSIP Number)
James E. Kaye, Esq.
Akin Gump Strauss Hauer & Feld LLP
590 Madison Avenue
New York, New York 10022
(212) 872-1000
-------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 19, 2003
------------------------------------
(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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-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 ss.240.13d-7 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 ("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 13 Pages
Exhibit Index: Page 12
SCHEDULE 13D
CUSIP No. G04074103 Page 2 of 13 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
MOORE CAPITAL MANAGEMENT, LLC
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
[ ]
6 Citizenship or Place of Organization
New York
7 Sole Voting Power
0
Number of
Shares
Beneficially 8 Shared Voting Power
Owned By 5,734,266
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
5,734,266
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,734,266
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
13 Percent of Class Represented By Amount in Row (11)
15.65%
14 Type of Reporting Person (See Instructions)
CO, IA
SCHEDULE 13D
CUSIP No. G04074103 Page 3 of 13 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
LOUIS M. BACON
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
Not applicable
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
0
Number of
Shares
Beneficially 8 Shared Voting Power
Owned By 5,734,266
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
5,734,266
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,734,266
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
13 Percent of Class Represented By Amount in Row (11)
15.65%
14 Type of Reporting Person (See Instructions)
IA
SCHEDULE 13D
CUSIP No. G04074103 Page 4 of 13 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
MOORE CAPITAL ADVISORS, LLC
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
[ ]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
0
Number of
Shares
Beneficially 8 Shared Voting Power
Owned By 4,900,932
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
4,900,932
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,900,932
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[X]
13 Percent of Class Represented By Amount in Row (11)
13.38%
14 Type of Reporting Person (See Instructions)
OO
SCHEDULE 13D
CUSIP No. G04074103 Page 5 of 13 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
MOORE ADVISORS, LTD.
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
Not applicable
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
0
Number of
Shares
Beneficially 8 Shared Voting Power
Owned By 4,900,932
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
4,900,932
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,900,932
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[X]
13 Percent of Class Represented By Amount in Row (11)
13.38%
14 Type of Reporting Person (See Instructions)
CO
SCHEDULE 13D
CUSIP No. G04074103 Page 6 of 13 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
MOORE MACRO FUND, L.P.
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
Not applicable
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
0
Number of
Shares
Beneficially 8 Shared Voting Power
Owned By 4,900,932
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
4,900,932
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,900,932
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[X]
13 Percent of Class Represented By Amount in Row (11)
13.38%
14 Type of Reporting Person (See Instructions)
PN
Page 7 of 13 Pages
This Amendment No. 5 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. 5 supplementally amends the initial statement on Schedule
13D, dated December 1, 1997, and all amendment thereto (collectively, the
"Initial Statement"). This Amendment No. 5 is being filed by the Reporting
Persons to, among other things, supplementally amend Items 2 and 5 herein.
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 Statement is being filed on behalf of (1) Moore Capital Management,
LLC, a New York limited liability company ("MCM"), (2) Louis M. Bacon ("Mr.
Bacon"), a United States citizen, in his capacity as (a) Chairman and Chief
Executive Officer and director of MCM, (b) Chairman and Chief Executive Officer,
director and majority interest holder in Moore Capital Advisors, LLC, a Delaware
limited liability company ("MCA") and Moore Advisors, Ltd. a Bahamian
corporation ("Advisors"), (3) MCA, (4) Advisors, and (5) Moore Macro Fund, L.P.,
a Bahamian limited partnership ("MMF"). MCM, Mr. Bacon, MCA, Advisors, and MMF
are sometimes collectively referred to herein as the "Reporting Persons."
MCM, a registered commodity trading advisor serves as discretionary
investment manager to MMF and Moore Global Investments, Ltd., a Bahamian
corporation ("MGI"). In such capacities, MCM may be deemed the beneficial owner
of the Shares held for the accounts of MMF and MGI. The Managing Member of MCM
is a Delaware limited liability company of which the majority interest holder is
Mr. Bacon. MCM also serves as the discretionary investment manager to Moore
Emerging Markets Fund Ltd., a Bahamian corporation ("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. MCA is a registered commodity trading advisor and commodity pool
operator. MCA serves as general partner and discretionary investment manager to
Remington Investment Strategies, L.P. ("RIS"), a U.S. partnership. In such
capacities, MCA may be deemed the beneficial owner of the Shares held for the
account of RIS. MCA serves as the co-general partner of MMF along with Advisors.
The limited partners of MMF are MGI and RIS.
Effective August 19, 2003, all Shares and other securities of the Issuer
held for the accounts of MGI and RIS were contributed to MMF in return for
partnership interests of MMF.
This Statement relates to securities of the Issuer held for the accounts of
MMF and MEM.
Set forth in Annex A hereto and incorporated herein by reference, is
updated information concerning the identity and background of the officers and
directors of MCM, MCA and Advisors.
Item 5. Interest in Securities of the Issuer.
According to information filed by the Issuer on its most recent Form 10-Q
for the quarterly period ended June 30, 2003, the number of Shares outstanding
was 36,635,461 as of August 8, 2003.
(a) (i) Each of Mr. Bacon and MCM may be deemed the beneficial
owner of 5,734,266 Shares (approximately 15.65% of the total number of Shares
outstanding). This number consists of A) 4,900,932 Shares held for the account
of MMF, and B) 833,334 Shares held for the account of MEM.
Page 8 of 13 Pages
(ii) Each of MCA, Advisors and MMF may be deemed the
beneficial owner of the 4,900,932 Shares (approximately 13.38% of the total
number of Shares outstanding) held for the account of MMF.
(b) (i) Each of Mr. Bacon and MCM may be deemed to have the
shared power to vote and the shared power to direct the disposition of the A)
4,900,932 Shares held for the account of MMF and B) 833,334 Shares held for the
account of MEM.
(ii) Each of MCA, Advisors and MMF may be deemed to have
the shared power to vote and the shared power to direct the disposition of the
4,900,932 Shares held for the account of MMF.
(c) There have been no transactions with respect to the Shares
since June 26, 2003 (60 days prior to the date hereof) by any of the Reporting
Persons.
(d) (i) 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 in accordance with their ownership interests in MEM.
(ii) The partners of MMF, including MCA, Advisors, MGI and
RIS, have the right to participate in the receipt of dividends from, or proceeds
from the sale of, the Shares held by MMF in accordance with their partnership
interests in MMF.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits.
The Exhibit Index in incorporated herein by reference.
Page 9 of 13 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: August 25, 2003 LOUIS M. BACON
By: /s/ Stephen R. Nelson
---------------------------------
Name Stephen R. Nelson
Title Attorney-in-Fact
MOORE CAPITAL MANAGEMENT, LLC
By: /s/ Stephen R. Nelson
---------------------------------
Name Stephen R. Nelson
Title Vice President
MOORE CAPITAL ADVISORS, LLC
By: /s/ Stephen R. Nelson
---------------------------------
Name Stephen R. Nelson
Title Vice President
MOORE ADVISORS, LTD.
By: /s/ Stephen R. Nelson
---------------------------------
Name Stephen R. Nelson
Title Director
MOORE MACRO FUND, L.P.
By: Moore Capital Management, LLC,
Its Investment Manager
By: /s/ Stephen R. Nelson
---------------------------------
Name Stephen R. Nelson
Title Vice President
Page 10 of 13 Pages
ANNEX A
Officers and Directors of Moore Capital Management, LLC ("MCM")
---------------------------------------------------------------
Name/Citizenship Principal Occupation Business Address
---------------- -------------------- ----------------
Louis M. Bacon Chairman & Chief Executive 1251 Avenue of the Americas
(United States) Officer, Director New York, New York 10020
M. Elaine Crocker President and Director 1251 Avenue of the Americas
(United States) New York, New York 10020
Lawrence Noe Vice President (Director 1251 Avenue of the Americas
(United States) of Taxes) New York, New York 10020
Michael Melnick Director 1251 Avenue of the Americas
(United States) New York, New York 10020
Christopher Pia Director 1251 Avenue of the Americas
(United States) New York, New York 10020
Zack H. Bacon Director 1251 Avenue of the Americas
(United States) New York, New York 10020
Richard Axilrod Director 1251 Avenue of the Americas
(United States) New York, New York 10020
Kevin F. Shannon Chief Financial Officer 1251 Avenue of the Americas
(United States) and Director New York, New York 10020
Stephen R. Nelson Vice President & Secretary 1251 Avenue of the Americas
(United States) (General Counsel) New York, New York 10020
& Director
Officers and Directors of Moore Capital Advisors, LLC ("MCA")
-------------------------------------------------------------
Name/Citizenship Principal Occupation Business Address
---------------- -------------------- ----------------
Louis M. Bacon Chairman & Chief Executive 1251 Avenue of the Americas
(United States) Officer, Director New York, New York 10020
M. Elaine Crocker President and Director 1251 Avenue of the Americas
(United States) New York, New York 10020
Lawrence Noe Vice President (Director 1251 Avenue of the Americas
(United States) of Taxes) New York, New York 10020
Michael Melnick Director 1251 Avenue of the Americas
(United States) New York, New York 10020
Christopher Pia Director 1251 Avenue of the Americas
(United States) New York, New York 10020
Page 11 of 13 Pages
Zack H. Bacon Director 1251 Avenue of the Americas
(United States) New York, New York 10020
Richard Axilrod Director 1251 Avenue of the Americas
(United States) New York, New York 10020
Kevin F. Shannon Chief Financial Officer 1251 Avenue of the Americas
(United States) andDirector New York, New York 10020
Stephen R. Nelson Vice President & Secretary 1251 Avenue of the Americas
(United States) (General Counsel) New York, New York 10020
& Director
Officers and Directors of Moore Advisors, Ltd. ("Advisors")
-----------------------------------------------------------
Name/Citizenship Principal Occupation Business Address
---------------- -------------------- ----------------
Louis M. Bacon Chairman & Chief Executive 1251 Avenue of the Americas
(United States) Officer, Director New York, New York 10020
M. Elaine Crocker President and Director 1251 Avenue of the Americas
(United States) New York, New York 10020
Lawrence Noe Vice President (Director 1251 Avenue of the Americas
(United States) of Taxes) New York, New York 10020
Michael Melnick Director 1251 Avenue of the Americas
(United States) New York, New York 10020
Christopher Pia Director 1251 Avenue of the Americas
(United States) New York, New York 10020
Zack H. Bacon Director 1251 Avenue of the Americas
(United States) New York, New York 10020
Richard Axilrod Director 1251 Avenue of the Americas
(United States) New York, New York 10020
Kevin F. Shannon Chief Financial Officer 1251 Avenue of the Americas
(United States) and Director New York, New York 10020
Stephen R. Nelson Vice President & Secretary 1251 Avenue of the Americas
(United States) (General Counsel) New York, New York 10020
& Director
To the best of the Reporting Persons' knowledge:
(a) None of the above persons hold any Shares.
(b) None of the above persons has any contracts, arrangements,
understandings or relationships with respect to the Shares.
Page 12 of 13 Pages
EXHIBIT INDEX
Page No.
--------
D. Joint Filing Agreement, dated as of August 25, 2003, by and among
Moore Capital Management, LLC, Mr. Louis M. Bacon, Moore Capital
Advisors, LLC, Moore Advisors, Ltd., and Moore Macro Fund, L.P.... 13
Page 13 of 13 Pages
EXHIBIT D
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the Shares of Apex Silver Mines Limited, dated as of August 25, 2003,
is, and any amendments thereto (including amendments on Schedule 13G) 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(k) under the Securities Exchange
Act of 1934.
Date: August 25, 2003 LOUIS M. BACON
By: /s/ Stephen R. Nelson
--------------------------------
Name Stephen R. Nelson
Title Attorney-in-Fact
MOORE CAPITAL MANAGEMENT, LLC
By: /s/ Stephen R. Nelson
--------------------------------
Name Stephen R. Nelson
Title Vice President
MOORE CAPITAL ADVISORS, LLC
By: /s/ Stephen R. Nelson
--------------------------------
Name Stephen R. Nelson
Title Vice President
MOORE ADVISORS, LTD.
By: /s/ Stephen R. Nelson
--------------------------------
Name Stephen R. Nelson
Title Director
MOORE MACRO FUND, L.P.
By: Moore Capital Management, LLC,
Its Investment Manager
By: /s/ Stephen R. Nelson
--------------------------------
Name Stephen R. Nelson
Title Vice President