UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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)
November 4, 2002
----------------
(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 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 pages
Page 1 of 9 Pages
SCHEDULE 13D
CUSIP No. G04074103 Page 2 of 9 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
MOORE CAPITAL MANAGEMENT, INC.
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 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 4,759,360
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
4,759,360
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,759,360
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [X]
13 Percent of Class Represented By Amount in Row (11)
13.24%
14 Type of Reporting Person (See Instructions)
CO; IA
SCHEDULE 13D
CUSIP No. G04074103 Page 3 of 9 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 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 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 if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [X]
13 Percent of Class Represented By Amount in Row (11)
15.95%
14 Type of Reporting Person (See Instructions)
IA
SCHEDULE 13D
CUSIP No. G04074103 Page 4 of 9 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
MOORE GLOBAL INVESTMENTS, 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 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 3,926,026
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
3,926,026
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,926,026
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
13 Percent of Class Represented By Amount in Row (11)
10.92%
14 Type of Reporting Person (See Instructions)
CO
Page 5 of 9 Pages
This Amendment No. 4 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. 4 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 herein). This Amendment No. 4 is being filed by the Reporting Persons to
report that, as a result of the expiration of certain warrants to purchase
Shares, the number of Shares of which the Reporting Persons may be deemed to be
the beneficial owners has decreased 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 Statement is being filed on behalf of (1) Moore Capital
Management, Inc., a Connecticut corporation ("MCM"), (2) Louis M. Bacon ("Mr.
Bacon"), a United States citizen, in his capacity as (a) Chairman and Chief
Executive Officer, director and controlling shareholder of MCM and (b) Chairman
and Chief Executive Officer, director and majority interest holder in Moore
Capital Advisors, LLC ("MCA"), and (3) Moore Global Investments, Ltd., a
Bahamian corporation ("MGI"). MCM, Mr. Bacon and MGI are sometimes collectively
referred to herein as the "Reporting Persons".
MCM, a registered commodity trading advisor serves as discretionary
investment manager to MGI. In such capacities, MCM may be deemed the beneficial
owner of the Shares held for the account of MGI. 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 New York
limited liability company and a registered commodity trading advisor and
commodity pool operator. MCA serves as general partner and discretionary
investment manager to a U.S. partnership (the "Fund"). In such capacities, MCA
may be deemed the beneficial owner of the Shares held for the account of the
Fund.
This Statement relates to securities of the Issuer held for the
accounts of MGI, MEM and the Fund.
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.
Item 5. Interest in Securities of the Issuer.
(a) (i) Mr. Bacon may be deemed the beneficial owner of
5,734,266 Shares (approximately 15.95% of the total number of Shares
outstanding). This number consists of A) 3,926,026 Shares held for the account
of MGI, B) 833,334 Shares held for the account of MEM, and C) 974,906 Shares
held for the account of the Fund.
(ii) MCM may be deemed the beneficial owner of 4,759,360
Shares (approximately 13.24% of the total number of Shares outstanding). This
number consists of A) 3,926,026 Shares held for the account of MGI and B)
833,334 Shares held for the account of MEM.
(iii) MGI may be deemed the beneficial owner of 3,926,026
Shares (approximately 10.92% of the total number of Shares outstanding). This
number consists of 3,926,026 Shares held for its own account.
Page 6 of 9 Pages
On November 4, 2002, certain warrants to purchase Shares formerly held
for the following accounts expired: A) Warrants formerly held for the account of
MGI to purchase 833,333 Shares; B) Warrants formerly held for the account of MEM
to purchase 416,667 Shares; and C) Warrants formerly held for the account of the
Fund to purchase 208,333 Shares.
(b) (i) Mr. Bacon may be deemed to have the shared power to
vote and the shared power to direct the disposition of the A) 3,926,026 Shares
held for the account of MGI, B) 833,334 Shares held for the account of MEM, and
C) 974,906 Shares held for the account of the Fund.
(ii) MCM may be deemed to have the shared power to vote and
the shared power to direct the disposition of the A) 3,926,026 Shares held for
the account of MGI and B) 833,334 Shares held for the account of MEM
(iii) MGI may be deemed to have the shared power to vote and
the shared power to direct the disposition of the A) 3,926,026 Shares held for
its own account.
(c) There have been no transactions with respect to the Shares
since September 7, 2002 (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, Shares held for
the account of MGI in accordance with their ownership interests in 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 in accordance with their ownership interests in 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 in accordance with their partnership interests in
the Fund.
(e) Not Applicable.
Item 7. Material to be Filed as Exhibits.
The Exhibit Index is incorporated herein by reference.
Page 7 of 9 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 6, 2002 LOUIS M. BACON
By: /s/ Stephen R. Nelson
---------------------------------------
Name Stephen R. Nelson
Title Attorney-in-Fact
MOORE CAPITAL MANAGEMENT, INC.
By: /s/ Stephen R. Nelson
---------------------------------------
Name Stephen R. Nelson
Title Vice President
MOORE GLOBAL INVESTMENTS, LTD.
By: Moore Capital Management, Inc.
Its Investment Manager
By: /s/ Stephen R. Nelson
---------------------------------------
Name Stephen R. Nelson
Title Vice President
Page 8 of 9 Pages
ANNEX A
Officers of Moore Capital Management, Inc. ("MCM")
Name/Citizenship Principal Occupation Business Address
---------------- -------------------- ----------------
Louis M. Bacon Director, Chairman & 1251 Avenue of the Americas
(United States) Chief Executive Officer New York, New York 10020
M. Elaine Crocker Director & President 1251 Avenue of the Americas
(United States) New York, New York 10020
Michael Melnick Director 1251 Avenue of the Americas
(United States) New York, New York 10020
Christopher Pia Director; Managing 1251 Avenue of the Americas
(United States) Director of Foreign New York, New York 10020
Exchange, Futures and
Fixed Income Execution
for MCM and affiliates
Richard Axilron Director; Director of 1251 Avenue of the Americas
(United States) Fixed Income Trading New York, New York 10020
for MCM and affiliates
Kevin F. Shannon Director; Chief Financial 1251 Avenue of the Americas
(United States) Officer for MCM and New York, New York 10020
affiliates
Stephen R. Nelson Director; General Counsel 1251 Avenue of the Americas
(United States) of MCM and affiliates New York, New York 10020
Officers of Moore Global Investments Ltd.
Name/Citizenship Principal Occupation Business Address
---------------- -------------------- ----------------
Anthony Stocks Director Citco Fund Services
(United Kingdom) (Curacao) N.V.
Kaya Flamboyan 9
P.O. Box 812
Willemstad, Curacao
Netherlands Antilles
Charles Hansard Director BBV Latinvest Securities
(Republic of Ireland) Limited
1 Angel Court
London
England EC2R 7HJ
Page 9 of 9 Pages
Robert Voges Director Curacao International
(Curacao) Trust Company N.V.
De Ruyterkade 62
P.O. Box 812
Willemstad, Curacao
Netherlands Antilles
Inter Caribbean Services Director Bahamas Financial Centre
(Bahamas) Ltd. P.O. Box CB-13136
(Bahamas) Nassau, Bahamas
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.