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UNITED STATES |
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SECURITIES
AND EXCHANGE |
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Washington, D.C. 20549 |
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SCHEDULE 13D |
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Southern Peru Copper Corporation
(Name of Issuer)
Common Stock, Par Value $0.01
(Title of Class of Securities)
843611104
(CUSIP Number)
Armando Ortega Gómez
General Counsel
Grupo México, S.A. de C.V.
Baja California 200
Colonia Roma Sur
06760 México City, México
Tel. 011-525-574-2067
and
Armando Ortega Gómez
General Counsel
Grupo Minero México Internacional, S.A. de C.V.
Baja California 200
Colonia Roma Sur
06760 México City, México
Tel. 011-525-574-2067
and
J. Eduardo González Félix
President and CEO
Americas Mining Corporation
2575 East Camelback Road, Suite 500
Phoenix, Arizona 85016
Tel. (602) 977-6500
and
Ernesto Durán Trinidad
Comptroller
SPHC II Incorporated
2575 East Camelback Road, Suite 500
Phoenix, Arizona 85016
Tel. (602) 977-6500
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
copy to:
Michael L. Fitzgerald, Esq.
Milbank, Tweed, Hadley & McCloy LLP
One Chase Manhattan Plaza
New York, NY 10005
(212) 530-5224
October 21, 2004
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §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 persons 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).
CUSIP No. 843611104 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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SEC Use Only |
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Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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Citizenship or Place of Organization |
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Number of |
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Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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(1) Assuming conversion of all outstanding shares of Class A Common Stock into Common Stock on a one-to-one basis.
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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(1) Assuming conversion of all outstanding shares of Class A Common Stock into Common Stock on a one-to-one basis.
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
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Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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(1) Assuming conversion of all outstanding shares of Class A Common Stock into Common Stock on a one-to-one basis.
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
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Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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(1) Assuming conversion of all outstanding shares of Class A Common Stock into Common Stock on a one-to-one basis.
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Grupo México, S.A. de C.V. (Grupo México), Grupo Minero México Internacional, S.A. de C.V. (GMMI), Americas Mining Corporation (AMC), and SPHC II Incorporated (SPHC II), (collectively, Grupo México, GMMI, AMC, and SPHC II, the Reporting Persons) hereby amend the report on Schedule 13D regarding shares of Southern Peru Copper Corporation (the Company), originally filed on January 12, 1996, as further amended on March 6, 1996, on November 19, 1999, on October 13, 2000, on May 17, 2001, on July 16, 2001, on February 11, 2003 and March 31, 2003 (collectively with this Amendment No. 8, the Schedule 13D). Unless otherwise indicated, capitalized terms used but not defined herein shall have the same meanings assigned to them in Schedule 13D. |
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Item 1. |
Security and Issuer |
This Schedule 13D relates to Common Stock of the Company, $0.01 par value per share and Class A Common Stock of the Company, $0.01 par value per share (collectively, the Company Common Stock). |
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Item 2. |
Identity and Background |
Item 2 is hereby amended and supplemented by adding the following:
Annex I hereto sets forth the name, business address, title, present principal occupation or employment and citizenship of each director and executive officer on the date hereof of Grupo México. The information set forth in Annex I hereto is incorporated herein by reference.
Annex II hereto sets forth the name, business address, title, present principal occupation or employment and citizenship of each director and executive officer of GMMI. The information set forth in Annex II hereto is incorporated herein by reference.
Annex III hereto sets forth the name, business address, title, present principal occupation or employment and citizenship of each director and executive officer of AMC. The information set forth in Annex III hereto is incorporated herein by reference.
Annex IV hereto sets forth the name, business address, title, present principal occupation or employment and citizenship of each director and executive officer of SPHC II. The information set forth in Annex IV hereto is incorporated herein by reference.
During the past five years, the Reporting Persons have not, and, to the best of their knowledge, no person listed in Annex I through Annex IV hereto has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws, or finding any violation with respect to such laws.
Since the filing of Amendment No. 7 to this Schedule 13D (filed on March 31, 2003), Controladora Minera México, S.A. de C.V. has merged into GMMI and therefore is no longer a Reporting Person. |
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Item 4. |
Purpose of Transaction |
Item 4 is hereby amended and supplemented by adding the following:
As previously announced in the Companys report filed on Form 8-K on October 21, 2004, the Company entered into a merger agreement, dated October 21, 2004 (the Merger Agreement), under which Grupo México, the Companys largest stockholder, will, through its subsidiary, AMC, sell to the Company all of its shares of its subsidiary, Minera México, S.A. de C.V. (MM), representing 99.15% of the outstanding shares of MM, in return for the issuance to AMC of approximately 67.2 million shares of Company Common Stock. This summary description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is incorporated hereto by reference to the current Company report filed on Form 8-K on October 22, 2004. |
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
The response to Item 4 is incorporated herein by reference in its entirety. |
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Item 7. |
Material to Be Filed as Exhibits |
Exhibit No. |
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Agreement and Plan of Merger, dated October 21, 2004, by and among Southern Peru Copper Corporation, SPCC Merger Sub, Inc., Americas Sales Company, Inc., Americas Mining Corporation, and Minera México S.A. de C.V., (incorporated by reference to Exhibit 2.1 to Southern Peru Copper Corporations Current Report on Form 8-K dated October 22, 2004). |
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After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: October 25, 2004 |
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GRUPO MÉXICO, S.A. DE C.V. |
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/s/ Armando Ortega Gómez |
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Name: Armando Ortega Gómez |
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Title: General Counsel |
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GRUPO MINERO MÉXICO |
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/s/ Armando Ortega Gómez |
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Name: Armando Ortega Gómez |
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Title: General Counsel |
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AMERICAS MINING CORPORATION |
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/s/ J. Eduardo González Félix |
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Name: J. Eduardo González Félix |
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Title: President and CEO |
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SPHC II INCORPORATED |
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/s/ Ernesto Durán Trinidad |
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Name: Ernesto Durán Trinidad |
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Title: Comptroller |
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Annex I
GRUPO MÉXICO
Directors and Executive Officers
DIRECTORS AND EXECUTIVE OFFICERS OF GRUPO MÉXICO. The following table sets forth the name, principal business address, title and present principal occupation or employment of each director and executive officer of Grupo México. Each such person is a citizen of México.
Name of Director |
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Business Address |
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Title |
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Present Principal
Occupation |
German Larrea |
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Baja California 200 |
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Chairman of the Board and Chief Executive Officer |
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Chairman of the Board and Chief Executive Officer of Grupo México. |
Genaro Larrea |
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2575 East Camelback Road |
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Director |
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Private Business |
Juan I. Gallardo |
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Monte Caucaso 915, Fl. 4 |
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Director |
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President and Chairman of the Board of Grupo Azucarero de México, S.A. de C.V. |
Romulo OFarril Jr. |
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Avenue San Jeronimo 790-A |
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Director |
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President and General Director of Novedades de Acapulco, S.A. de C.V. |
Claudio X. |
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Jose Luis LaGrange 103, Fl. 3 |
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Director |
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Chairman of the Board and General Director of Kimberly Clark de México, S.A de C.V. |
Jose Mendoza |
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Privada Juarez 43 |
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Director |
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Chairman of the Board of Desarrollos Industriales Immobiliarios, S.A de C.V. |
Prudencio
Lopez |
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Vasco de
Quiroga 2121, Fl. 2 |
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Director |
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President of Sanvica, S.A. de C.V. |
Antonio Madero |
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Monte Pelvoux 220, Fl. 8 |
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Director |
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Executive President of San Luis Corporacion, S.A. de C.V. |
Luis Tellez |
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Paseo de Los
Tamarindos 400, |
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Director |
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Executive Vice President of Grupo Desc, S.A. de C.V. |
Emilio Carrillo |
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Plaza ScotiaBank, |
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Director |
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Partner of Bufete Carillo, S.C. |
Agustin |
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Campos Eliseos 345 |
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Director and Secretary of the Board |
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Partner of Santamarina y Steta, S.C. |
Xavier
Garcia de |
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Baja California 200 |
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Director |
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President of Minera México, S.A. de C.V. |
Oscar
Gonzalez |
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Av. Caminos
del Inca |
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Director |
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President of Southern Peru Copper Corporation |
Alfredo Casar Perez |
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Bosque de
Ciruelos 99 |
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Director |
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President and Managing Director of Ferrocarril Mexicano, S.A. de C.V. |
Armando Ortega |
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Baja California 200 |
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Assistant Secretary and General Counsel |
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General Counsel of Grupo México |
Valentín Diez |
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Campos Elíseos 400 |
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Director |
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Sales and Exports Vice-President of Grupo Modelo |
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Annex II
GMMI
Directors and Executive Officers
DIRECTORS AND EXECUTIVE OFFICERS OF GMMI. The following table sets forth the name, principal business address, title and present principal occupation or employment of each director and executive officer of GMMI. Each such person is a citizen of México.
Name of Director or |
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Business Address |
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Title |
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Present Principal
Occupation or |
German
Larrea Mota- |
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Baja California 200 |
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President, Chairman of the Board and Chief Executive Officer |
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Chairman of the Board and Chief Executive Officer of Grupo México |
Claudio X. Gonzalez |
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Jose Luis LaGrange 103, Fl. 3 |
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Director |
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Chairman of the Board and General Director of Kimberly Clark de México, S.A de C.V. |
Antonio Madero Bracho |
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Monte Pelvoux 220, Fl. 8 |
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Director |
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Executive President of San Luis Corporacion, S.A. de C.V. |
Luis Tellez Kuenzler |
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Paseo de Los
Tamarindos 400, |
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Director |
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Executive Vice President of Grupo Desc, S.A. de C.V. |
Agustin Santamarina V. |
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Campos Eliseos 400, Floor 19 |
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Director |
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Partner of Santamarina y Steta, S.C. |
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Annex III
AMC
Directors and Executive Officers
DIRECTORS AND EXECUTIVE OFFICERS OF AMC. The following table sets forth the name, principal business address, title and present principal occupation or employment of each director and executive officer of AMC. Each such person is a citizen of México.
Name of Director |
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Business Address |
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Title |
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Present Principal |
German Larrea |
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Baja California 200 |
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Chairman of the Board and Chief Executive Officer |
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Chairman of the Board and Chief Executive Officer of Grupo México |
Oscar
Gonzalez |
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Av. Caminos
Del |
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Director |
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President of Southern Peru Copper Corporation |
Xavier Garcia de Quevedo Topete |
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Baja California 200 |
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Director, Vice President and Chief Operating Officer |
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President of Minera México, S.A. de C.V. |
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Annex IV
SPHC II
Directors and Executive Officers
DIRECTORS AND EXECUTIVE OFFICERS OF SPHC II. The following table sets forth the name, principal business address, title and present principal occupation or employment of each director and executive officer of SPHC II. Each such person is a citizen of México.
Name of |
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Business Address |
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Title |
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Present Principal |
German Larrea |
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Baja California 200 |
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Chairman of the Board of Directors and Chief Executive Officer |
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Director, Chairman of the Board and Chief Executive Officer of Grupo México |
Ernesto
Duran |
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Baja California 200 |
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Controller and Vice President |
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Corporate Comptroller of Grupo México |
Armando F. |
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Baja California 200 |
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Director and Secretary |
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General Counsel of Grupo México |
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