-----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, CBx89E6fHHgvCThPAGrprZ7VoOy5H7wMx5ET4F8807rLL+cgyD3qX6iF+SLWFvsh XUewNF0ksAgP9F7Ev58NZg== 0000938347-99-000010.txt : 19991018 0000938347-99-000010.hdr.sgml : 19991018 ACCESSION NUMBER: 0000938347-99-000010 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19991006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: APEX SILVER MINES LTD CENTRAL INDEX KEY: 0001011509 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: SEC FILE NUMBER: 001-13627 FILM NUMBER: 99723924 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 10-K405/A 1 FORM 10-K405/A3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- FORM 10-K/A3 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1998 [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-13627 ---------------- APEX SILVER MINES LIMITED (Exact Name of Registrant as Specified in its Charter) Cayman Islands, British West Indies Not Applicable (State of Incorporation or (I.R.S. Employer Organization) Identification No.) Caledonian House Not Applicable Jennett Street (Zip Code) George Town, Grand Cayman Cayman Islands, British West Indies (Address of principal executive office) (345) 949-0050 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which Ordinary Shares, $0.01 par value registered American Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] The aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $249,359,040 as of March 23, 1999. The number of Ordinary Shares outstanding as of March 23, 1999 was 26,248,320. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant's Definitive Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A in connection with the 1999 Annual Meeting of Shareholders are incorporated by reference in Part III of this Report on Form 10-K. EXPLANATORY NOTE This Amendment on Form 10-K/A3 is being filed in order to amend Item 14 of Part IV of the Registrant's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 26, 1999. The purpose of this Amendment is to include Exhibit 23.2, which is a Consent of Independent Accountants, filed here with, related to the Registrant's Amendment on Form 10-K/A2, filed with the Securities and Exchange Commission on October 5, 1999. ITEM 14: EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) Documents filed as part of this Form 10-K or incorporated by reference. 1. The consolidated financial statements of the Company are listed on the "Index to Financial Statements", on Page F-1 to this report. 2. Financial Statement Schedules (omitted because not material or not applicable). (b) Reports on Form 8-K (none). (c) Exhibits.
Exhibit Number Description of Exhibits ------- ----------------------- 3.1 Amended and restated Memorandum of Association of the Company.* 3.2 Amended and restated Articles of Association of the Company.* 4.1 Specimen of certificates representing the Company's Ordinary Shares, par value U.S. $0.01 each.** 10.1 Summary of the Company's 401(k) Plan.** 10.2 Management Services Agreement among the Company and its subsidiaries.** 10.3 Non-Employee Directors' Share Plan, as amended. 10.4 Employees' Share Option Plan. 10.5 Form of Option Grant to Non-Employee Directors dated April 10, 1997.*** 10.6 Employment contract between the Company and Marcel F. DeGuire, dated July 23, 1996.** 10.7 Employment contract between the Company and Mark A. Lettes, dated May 19, 1998. 10.8 Employment contract between the Company and Keith R. Hulley, dated August 4, 1996.** 10.9 Employment contract between the Company and Douglas M. Smith Jr., dated January 21, 1997.** 10.10 English translation of Deed of Lease and Purchase Option Contract between Monica de Prudencio and Mineria Tecnia Consultores Asociados, S.A. ("Mintec"), dated November 7, 1994, regarding the Tesorera concession, with an attached note from Keith Hulley, a director of the Company, as required by Rule 306 of Regulation S-T.** 10.11 English translation of Assignment Agreement between ASC Bolivia LDC and Mintec regarding the rights to the above agreement, with an attached note from Keith Hulley, a director of the Company, as required by Rule 306 of Regulation S-T.** 10.12 English translation of the Lease and Purchase Option Contract between Empresa Minera Yana Mallcu S.A. and Mintec, dated February 7, 1996, regarding the Toldos concession, with an attached note from Keith Hulley, a director of the Company, as required by Rule 306 of Regulation S-T.** 10.13 English translation of the Assignment of Lease and Purchase Option Agreement among Banco Industrial S.A., Mintec and ASC Bolivia LDC, with an attached note from Keith Hulley, a director of the Company, as required by Rule 306 of Regulation S-T.** 10.14 English translation of the Purchase Option Agreement between Mintec and Litoral Mining Cooperative Ltd., dated August 17, 1995, regarding the Animas concession, with an attached note from Keith Hulley, a director of the Company, as required by Rule 306 of Regulation S-T.** 10.15 English translation of the Assignment and Assumption Agreement between Mintec and ASC Bolivia LDC, dated May 22, 1996, regarding the Animas concession, with an attached note from Keith Hulley, a director of the Company, as required by Rule 306 of Regulation S-T.** 10.16 English translation of the Purchase Agreement between ASC Bolivia LDC and Litoral Mining Cooperative Ltd., regarding the Animas concessions with an attached note from Keith Hulley, a director of the Company, as required by Rule 306 of Regulation S-T.** 10.17 English translation of the Joint Venture Agreement between Corporacion Minera Boliviano S.A.("Comibol") and ASC Bolivia LDC, regarding the Cobrizos Concession, with an attached note from Keith Hulley, a director of the Company, as required by Rule 306 of Regulation S-T.** 10.18 English translation of the Joint Venture Agreement between Comibol and ASC Bolivia LDC regarding the Choroma Concession, with an attached note from Keith Hulley, a director of the Company, as required by Rule 306 of Regulation S-T.** 10.19 Mining Agreement between Compania Minera Ocote and Kerry A. McDonald, dated June 24, 1994, regarding the El Ocote concession.**
31
Exhibit Number Description of Exhibits ------- ----------------------- 10.20 Assignment and Assumption Agreement between Kerry A. McDonald and Cordilleras Silver Mines Ltd., dated September 27, 1994, regarding the assignment of the above Mining Agreement.** 10.21 Acknowledgment from Bruce Wallis in his capacity as President of Compania Minera Ocote S. deR. L. that Cordilleras Silver Mines (Cayman) LDC has been assigned Kerry A. McDonald's rights under the above Mining Agreement, dated July 10, 1995.** 10.22 English translation of the agreement between Andean Silver Corporation LDC and 190 of the co-owners of the assets which previously belonged to Empressa Minera San Juan de Lucanas, S.A. ("EMSJ"), regarding the San Juan de Lucanas concession, dated January 12, 1995, with an attached note from Keith Hulley, a director of the Company, as required by Rule 306 of Regulation S-T.** 10.23 English translation of the agreement between Andean Silver Corporation LDC and 133 of the co-owners of the assets which previously belonged to EMSJ, regarding the San Juan de Lucanas concession, dated January 12, 1995, with an attached note from Keith Hulley, a director of the Company, as required by Rule 306 of Regulation S-T.** 10.24 English translation of the form of agreement between 16 individuals who are some of the co-owners of the assets which previously belonged to EMSJ, regarding the San Juan de Lucanas concession, with an attached note from Keith Hulley, a director of the Company, as required by Rule 306 of Regulation S-T.** 10.25 Board Designation Agreement, dated October 28, 1997, by and between the Company and Silver Holdings.** 10.26 Registration Rights and Voting Agreement, dated October 28, 1997, by and among the Company, Silver Holdings, Consolidated, Argentum, Aurum LLC and Thomas S. Kaplan.** 10.27 Amended and Restated Voting Trust Agreement, dated October 29, 1997, between Thomas Kaplan and Consolidated.** 10.28 Amended and Restated Voting Trust Agreement, dated October 29, 1997, between Thomas Kaplan and Argentum LLC.** 10.29 English translation of the Purchase Agreement between Monica de Prundencio and ASC Bolivia, regarding the Tesorera and Jayula concessions, dated September 3, 1997, with an attached note from Keith Hulley as required by Rule 306 of Regulation S-T.** 21 List of Subsidiaries. 23.1 Consent of PricewaterhouseCoopers LLP. 23.2 Consent of PricewaterhouseCoopers LLP. 27 Financial Data Schedule.
- - -------- * Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1997. ** Incorporated by reference to the Company's Registration Statement on Form S-1 (File No. 333-34685). *** Incorporated by reference to Exhibit 4.3 in the Company's Registration Statement on Form S-8 (File No. 333-53185) SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed October 5, 1999 on its behalf by the undersigned, thereunto duly authorized. Apex Silver Mines Limited Registrant /s/ Thomas S. Kaplan By: _________________________________ Thomas S. Kaplan Chairman, Board of Directors Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed by the following persons on behalf of the Registrant, in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ Thomas S. Kaplan Director October 5, 1999 ______________________________________ Thomas S. Kaplan /s/ Michael Comninos Director October 5, 1999 ______________________________________ Michael Comninos Director October 5, 1999 ______________________________________ Harry M. Conger Director October 5, 1999 ______________________________________ Eduardo S. Elsztain Director October 5, 1999 ______________________________________ David Sean Hanna /s/ Ove Hoegh Director October 5, 1999 ______________________________________ Ove Hoegh /s/ Keith R. Hulley Director October 5, 1999 ______________________________________ Keith R. Hulley Director October 5, 1999 ______________________________________ Richard Katz /s/ Paul Soros Director October 5, 1999 ______________________________________ Paul Soros
EXHIBIT DESCRIPTION - -------- ----------------------------------------------------- 23.2 Consent of PricewaterhouseCoopers LLP. EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Prospectuses constituting part of this Amendment No. 2 to the Registration Statement on Form S-3 of our report dated March 24, 1999 appearing on page F-2 of Apex Silver Mines Limited's Annual Report on Form 10-K/A2 for the year ended December 31, 1998. We also consent to the references to us under the heading "Experts" in such Prospectuses. PricewaterhouseCoopers LLP Denver, Colorado October 4, 1999 -----END PRIVACY-ENHANCED MESSAGE-----