-----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, UJhMXEc80IZyFd7QK06Oil50Z8Rz0bTRHclRQudb1S/nlFO9UKZYtVpf7Te27TZg 1q35ICNLLfnkWvy5+dQTSw== 0000921530-98-000020.txt : 19980218 0000921530-98-000020.hdr.sgml : 19980218 ACCESSION NUMBER: 0000921530-98-000020 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980217 SROS: AMEX GROUP MEMBERS: GEORGE SOROS GROUP MEMBERS: GEOSOR CORPORATION GROUP MEMBERS: PAUL SOROS GROUP MEMBERS: QIH MANAGEMENT INVESTOR, L.P. GROUP MEMBERS: QIH MANAGEMENT, INC. GROUP MEMBERS: QUANTUM INDUSTRIAL PARTNERS LDC GROUP MEMBERS: SILVER HOLDINGS 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 SEC ACT: SEC FILE NUMBER: 005-52021 FILM NUMBER: 98542943 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 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 1 SCH 13G RE APEX SILVER MINES LIMITED UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* APEX SILVER MINES LIMITED ---------------------------------------------- (Name of Issuer) Common Stock, $0.01 Par Value ---------------------------------------------- (Title of Class of Securities) G04074103 -------------------------- (CUSIP Number) * 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 disclosure 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 23 Pages Exhibit Index: Page 19 SCHEDULE 13G CUSIP No. G04074103 Page 2 of 23 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person SILVER HOLDINGS 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 6,297,321 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 6,297,321 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 6,297,321/1/ 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [X] 11 Percent of Class Represented By Amount in Row (9) 24.77% 12 Type of Reporting Person* OO; IV - ------------------------- /1/ See Item 4(a)(i) SCHEDULE 13G CUSIP No. G04074103 Page 3 of 23 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 6,553,731 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 6,553,731 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 6,553,731 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [X] 11 Percent of Class Represented By Amount in Row (9) 25.78% 12 Type of Reporting Person* OO; IV SCHEDULE 13G CUSIP No. G04074103 Page 4 of 23 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 6,553,731 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 6,553,731 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 6,553,731 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [X] 11 Percent of Class Represented By Amount in Row (9) 25.78% 12 Type of Reporting Person* PN; IA SCHEDULE 13G CUSIP No. G04074103 Page 5 of 23 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 6,553,731 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 6,553,731 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 6,553,731 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [X] 11 Percent of Class Represented By Amount in Row (9) 25.78% 12 Type of Reporting Person* CO SCHEDULE 13G CUSIP No. G04074103 Page 6 of 23 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 6,553,731 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 6,553,731 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 6,553,731 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [X] 11 Percent of Class Represented By Amount in Row (9) 25.78% 12 Type of Reporting Person* OO; IA SCHEDULE 13G CUSIP No. G04074103 Page 7 of 23 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 76,923 Shares Beneficially 6 Shared Voting Power Owned By 6,553,731 Each Reporting 7 Sole Dispositive Power Person 76,923 With 8 Shared Dispositive Power 6,553,731 9 Aggregate Amount Beneficially Owned by Each Reporting Person 6,630,654 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [X] 11 Percent of Class Represented By Amount in Row (9) 26.08% 12 Type of Reporting Person* IA SCHEDULE 13G CUSIP No. G04074103 Page 8 of 23 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 76,923 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 76,923 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 76,923 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [X] 11 Percent of Class Represented By Amount in Row (9) 0.30% 12 Type of Reporting Person* CO SCHEDULE 13G CUSIP No. G04074103 Page 9 of 23 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 6,553,731 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 6,553,731 9 Aggregate Amount Beneficially Owned by Each Reporting Person 6,553,731 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [X] 11 Percent of Class Represented By Amount in Row (9) 25.78% 12 Type of Reporting Person* IA SCHEDULE 13G CUSIP No. G04074103 Page 10 of 23 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person PAUL 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 25,641 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 25,641 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 25,641 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [X] 11 Percent of Class Represented By Amount in Row (9) 0.10% 12 Type of Reporting Person* IN Page 11 of 23 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) Silver Holdings LDC ("Silver Holdings"); ii) Quantum Industrial Partners LDC ("QIP"); iii) QIH Management Investor, L.P. ("QIHMI"); iv) QIH Management, Inc. ("QIH Management"); v) Soros Fund Management LLC ("SFM LLC"); vi) Mr. George Soros ("Mr. George Soros"); vii) Geosor Corporation ("Geosor"); viii) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller"); and ix) Mr. Paul Soros ("Mr. Paul Soros"). This statement is filed on behalf of Silver Holdings, an exempted limited duration company formed under the laws of the Cayman Islands; QIP, a Cayman Islands limited duration company; QIHMI, an investment advisory firm organized as a Delaware limited partnership; QIH Management, a Delaware corporation; SFM LLC, a Delaware limited liability company; Mr. George Soros; Geosor, a New York Corporation; Mr. Druckenmiller, the Lead Portfolio Manager of SFM LLC; and Mr. Paul Soros. QIP owns fifty percent of the outstanding share capital of Silver Holdings. 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 Page 12 of 23 Pages 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, which owns fifteen percent of the outstanding share capital of Silver Holdings. Mr. Paul Soros is the sole shareholder and sole director of VDM, Inc., a Delaware corporation ("VDM"). VDM owns five percent of the outstanding share capital of Silver Holdings. Item 2(b) Address of Principal Business Office or, if None, Residence: The address of the principal business office of Silver Holdings is Kaya Flamboyan 9, Willemstad, Curacao, Netherlands Antilles. QIP has its principal business office at Kaya Flamboyan 9, Willemstad, Curacao, Netherlands Antilles. QIHMI, QIH Management, SFM LLC, Mr. George Soros, Geosor, Mr. Druckenmiller, and Mr. Paul Soros have their principal offices at 888 Seventh Avenue, 33rd Floor, New York, New York, 10106. Item 2(c) Citizenship: i) Silver Holdings is a Cayman Islands exempted limited duration company; ii) QIP is a Cayman Islands exempted limited duration company; iii) QIHMI is a Delaware limited partnership; iv) QIH Management is a Delaware corporation; v) SFM LLC is a Delaware limited liability company; vi) Mr. George Soros is a citizen of the United States; vii) Geosor is a New York corporation; viii) Mr. Druckenmiller is a citizen of the United States; and ix) Mr. Paul Soros 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 Page 13 of 23 Pages 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, 1997, the number of Shares which may be deemed to have been beneficially owned by each of the Reporting Persons was as follows: i) Silver Holdings may be deemed to have been the beneficial owner of 6,297,321 Shares held for its account. This number consists of (a) 1 Share and (b) 6,297,320 Ordinary shares, $0.01 par value per share, of Apex Silver Mines LDC ("Apex LDC"), a subsidiary of the Issuer, (the "LDC Shares"). On August 6, 1996, Silver Holdings entered into a Buy-Sell Agreement with the Issuer (the "Buy-Sell Agreement"). Pursuant to the terms of the Buy-Sell Agreement, upon a request by Silver Holdings, the Issuer is required to purchase, at the Issuer's sole option, for (i) cash, (ii) Shares on a one for one basis or (iii) a combination of (i) and (ii), the 6,297,320 LDC Shares owned by Silver Holdings. ii) Each of QIP, QIHMI, QIH Management, and SFM LLC may be deemed to have been the beneficial owner of 6,553,731 Shares. This number consists of the 256,410 Shares held for the account of QIP and the 6,297,321 Shares held for the account of Silver Holdings (assuming conversion of the LDC Shares). iii) Mr. George Soros may be deemed to have been the beneficial owner of 6,630,654 Shares. This number consists of (a) the 256,410 Shares held for the account of QIP, (b) the 6,297,321 Shares held for the account of Silver Holdings (assuming conversion of the LDC Shares) and (c) the 76,923 Shares held for the account of Geosor. iv) Geosor may be deemed to have been the beneficial owner of the 76,923 Shares held for its account. v) Mr. Druckenmiller, as Lead Portfolio Manager of SFM LLC, may be deemed to have been the beneficial owner of 6,553,731 Shares. This number consists of the 256,410 Shares held for the account of QIP and the 6,297,321 Shares held for the account of Silver Holdings (assuming conversion of the LDC Shares). vi) Mr. Paul Soros may be deemed to have been the beneficial owner of the 25,641 Shares held by his account. Page 14 of 23 Pages Item 4(b) Percent of Class: (i) The number of Shares which may be deemed to have been beneficially owned by Silver Holdings constitutes approximately 24.77% of the total number of Shares outstanding (assuming conversion of the LDC Shares); (ii) Each of QIP, QIHMI, QIH Management, SFM LLC, and Mr. Druckenmiller may be deemed to have had beneficial ownership over approximately 25.78% of the total number of shares outstanding (assuming conversion of the LDC Shares); (iii) Mr. George Soros may be deemed to have had beneficial ownership over approximately 26.08% of the total number of shares outstanding (assuming conversion of the LDC Shares); (iv) Geosor may be deemed to have had beneficial ownership over approximately 0.30% of the total number of shares outstanding; and (v) Mr. Paul Soros may be deemed to have had beneficial ownership over approximately 0.10% of the total number of shares outstanding. Item 4(c) Number of shares as to which such person had: Silver Holdings - --------------- (i) Sole power to vote or to direct the vote: 6,297,321 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 6,297,321 (iv) Shared power to dispose or to direct the disposition of: 0 QIP, QIHMI, QIH Management, SFM LLC - ----------------------------------- (i) Sole power to vote or to direct the vote: 6,553,731 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 6,553,731 (iv) Shared power to dispose or to direct the disposition of: 0 Page 15 of 23 Pages Mr. George Soros - ---------------- (i) Sole power to vote or to direct the vote: 76,923 (ii) Shared power to vote or to direct the vote: 6,553,731 (iii) Sole power to dispose or to direct the disposition of: 76,923 (iv) Shared power to dispose or to direct the disposition of: 6,553,731 Geosor - ------ (i) Sole power to vote or to direct the vote: 76,923 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 76,923 (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: 6,553,731 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 6,553,731 Mr. Paul Soros - -------------- (i) Sole power to vote or to direct the vote: 25,641 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 25,641 (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 16 of 23 Pages Item 6. Ownership of More than Five Percent on Behalf of Another Person: This Item 6 is not applicable. 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 17 of 23 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 13, 1998 SILVER HOLDINGS LDC By: /S/ SEAN C. WARREN ----------------------------- Sean C. Warren Director Date: February 13, 1998 QUANTUM INDUSTRIAL PARTNERS LDC By: /S/ MICHAEL C. NEUS ----------------------------- Michael C. Neus Attorney-in-Fact Date: February 13, 1998 QIH MANAGEMENT INVESTOR, L.P. By: QIH MANAGEMENT, INC., its General Partner By: /S/ MICHAEL C. NEUS ------------------------ Michael C. Neus Vice President Date: February 13, 1998 QIH MANAGEMENT, INC. By: /S/ MICHAEL C. NEUS ----------------------------- Michael C. Neus Vice President Date: February 13, 1998 SOROS FUND MANAGEMENT LLC By: /S/ MICHAEL C. NEUS ----------------------------- Michael C. Neus Assistant General Counsel Page 18 of 23 Pages Date: February 13, 1998 GEORGE SOROS By: /S/ MICHAEL C. NEUS ------------------------ Michael C. Neus Attorney-in-Fact Date: February 13, 1998 GEOSOR CORPORATION By: /S/ MICHAEL C. NEUS ------------------------ Michael C. Neus Assistant Secretary Date: February 13, 1998 STANLEY F. DRUCKENMILLER By: /S/ MICHAEL C. NEUS ------------------------ Michael C. Neus Attorney-in-Fact Date: February 13, 1998 PAUL SOROS By: /S/ PAUL SOROS ------------------------ Paul Soros Page 19 of 23 Pages EXHIBITS Page ---- A. Power of Attorney dated as of January 1, 1997 granted by Mr. George Soros in favor of Mr. Sean C. Warren and Mr. Michael C. Neus ............................................. 20 B. Power of Attorney dated as of January 1, 1997 granted by Mr. Stanley F. Druckenmiller in favor of Mr. Sean C. Warren and Mr. Michael C. Neus................................... 21 C. Joint Filing Agreement dated as of February 13, 1998 by and among Silver Holdings LDC, Quantum Industrial Partners LDC, QIH Management Investor, L.P., QIH Management, Inc., Soros Fund Management LLC, Mr. George Soros, Geosor Corporation, Mr. Stanley F. Druckenmiller, and Mr. Paul Soros................................ 22 EX-24 2 EXHIBIT A - POWER OF ATTORNEY Page 20 of 23 Pages POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, GEORGE SOROS, hereby make, constitute and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, 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, 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(f) 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. All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. 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 this 1st day of January, 1997. /s/George Soros -------------------------- GEORGE SOROS EX-24 3 EXHIBIT B - POWER OF ATTORNEY Page 21 of 23 Pages POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, STANLEY F. DRUCKENMILLER, hereby make, constitute and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, 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, 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(f) 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. All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. 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 this 1st day of January, 1997. /s/Stanley F. Druckenmiller -------------------------------- STANLEY F. DRUCKENMILLER EX-99.C 4 EXHIBIT C - JOINT FILING AGREEMENT Page 22 of 23 Pages 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 13, 1998 is, and any amendments thereto 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(f) under the Securities Exchange Act of 1934. Date: February 13, 1998 SILVER HOLDINGS LDC By: /S/ SEAN C. WARREN ----------------------------- Sean C. Warren Director Date: February 13, 1998 QUANTUM INDUSTRIAL PARTNERS LDC By: /S/ MICHAEL C. NEUS ----------------------------- Michael C. Neus Attorney-in-Fact Date: February 13, 1998 QIH MANAGEMENT INVESTOR, L.P. By: QIH MANAGEMENT, INC., its General Partner By: /S/ MICHAEL C. NEUS ------------------------ Michael C. Neus Vice President Date: February 13, 1998 QIH MANAGEMENT, INC. By: /S/ MICHAEL C. NEUS ----------------------------- Michael C. Neus Vice President Date: February 13, 1998 SOROS FUND MANAGEMENT LLC By: /S/ MICHAEL C. NEUS ----------------------------- Michael C. Neus Assistant General Counsel Page 23 of 23 Pages Date: February 13, 1998 GEORGE SOROS By: /S/ MICHAEL C. NEUS ------------------------ Michael C. Neus Attorney-in-Fact Date: February 13, 1998 GEOSOR CORPORATION By: /S/ MICHAEL C. NEUS ------------------------ Michael C. Neus Assistant Secretary Date: February 13, 1998 STANLEY F. DRUCKENMILLER By: /S/ MICHAEL C. NEUS ------------------------ Michael C. Neus Attorney-in-Fact Date: February 13, 1998 PAUL SOROS By: /S/ PAUL SOROS ------------------------ Paul Soros -----END PRIVACY-ENHANCED MESSAGE-----