February 11, 2005
via U.S. Mail via facsimile
Mark A. Lettes Brian Boonstra
Chief Financial Officer Davis Graham & Stubbs LLP
Apex Silver Mines Corporation (303) 893-1379
1700 Lincoln Street, Suite 3050
Denver, Colorado 80203
Re: Apex Silver Mines Limited
Form S-3 filed January 13, 2005
File No. 333-122037
Forms S-3 and S-4 filed January 25, 2005
File Nos. 333-122285 and 333-122286, respectively
Dear Mr. Lettes:
We have limited our review of the initial registration
statement to only the areas relating to Item 507 of Regulation S-
K,
and we have the following comments. We have limited our review of
the two subsequent registration statements to compliance with any
applicable comments on the initial registration statement. Where
indicated, we think you should revise your documents in response
to
these comments. If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation. In some
of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure. After
reviewing this information, we may or may not raise additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form S-3
Confidential Treatment Application
1. We are in receipt of your application for confidential
treatment
for portions of an exhibit filed as an exhibit to your Form 10-Q .
We will issue under separate cover comments related to the
application, if any. We will not be in a position to consider a
request for accelerated effectiveness for any of your registration
statements until all outstanding issues, including the
application,
have been resolved.
Selling Stockholders, page 21
2. You do not provide all the information that Item 507 of
Regulation
S-K and Exchange Act Rule 13d-3 require. For example, identify
the
unnamed security holders that you reference in footnote number 14.
Disclose the amount and percentage of the class to be owned after
the
offering, if 1% or greater for any holder. And for each entity
listed in the table, identify any natural person with investment
or
voting power if known or readily ascertainable. With regard to
the
unnamed security holders, refer to Interpretations I.59 and I.61
of
the July 1997 Manual of Publicly Available Corporation Finance
Telephone Interpretations.
3. You indicate in the Plan of Distribution section that selling
shareholders "may be deemed" to be underwriters. If any selling
shareholders are registered broker-dealers that did not receive
the
securities as compensation for underwriting activities, revise to
identify them as underwriters.
4. Advise us whether all selling security holders that are
affiliates
of registered broker-dealers purchased the securities you are
registering on their behalf in the ordinary course of business.
Also
advise us whether at the time of the purchase the security holders
had any agreements or understandings, directly or indirectly, with
any party to distribute the securities. If you cannot confirm
that
the answer is "yes" to the first inquiry and "no" to the second,
identify the selling security holders as underwriters. We may
have
additional comments.
Closing Comments
Please amend the above filings in response to our comments.
You
may wish to provide us with marked copies of the amendments to
expedite our review. Please furnish a cover letter with your
amendments that keys your response to our comments and provides
any
requested supplemental information. Detailed cover letters
greatly
facilitate our review. Please file your cover letter on EDGAR.
Please understand that we may have additional comments after
reviewing your amendments and response to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that
? should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
? the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
? the company may not assert this action as defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date. We direct your attention to
Rules 460 and 461 regarding requesting acceleration of a
registration
statement. Please allow adequate time after the filing of any
amendment for further review before submitting a request for
acceleration. Please provide this request at least two business
days
in advance of the requested effective date.
Please direct all questions relating to the above comments
to
Alex Shukhman, at (202) 942-2872, or in his absence, to Timothy
Levenberg, Special Counsel, at (202) 942-1896. Direct all
correspondence to the following ZIP code: 20549-0405.
Sincerely,
H. Roger Schwall
Assistant Director
cc: T. Levenberg
A. Shukhman
Apex Silver Mines Ltd.
February 11, 2005
page 3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405
DIVISION OF
CORPORATION FINANCE