SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
2001 FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001 Commission File Number: 1-14066
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SOUTHERN PERU COPPER CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 13-3849074
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2575 East Camelback Road, Phoenix, AZ. 85016
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (602) 977-6500
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
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Common Stock, par value $0.01 per share New York Stock Exchange
Lima Stock Exchange
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 knowledge of the registrant, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment of this
Form 10-K. [ ]
As of February 28, 2002, there were of record 14,103,157 shares of Common Stock,
par value $0.01 per share, outstanding, and the aggregate market value of the
shares of Common Stock (based upon the closing price on such date as reported on
the New York Stock Exchange - Composite Transactions) of Southern Peru Copper
Corporation held by nonaffiliates was approximately $156 million. As of the
above date, there were also 65,900,833 shares of Class A Common Stock, par value
$0.01 per share, outstanding. Class A Common Stock is convertible on a
one-to-one basis into Common Stock.
PORTIONS OF THE FOLLOWING DOCUMENTS ARE INCORPORATED BY REFERENCE:
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Part IV: Exhibit index is on page B1 through B3.
Southern Peru Copper Corporation
FORM 10-K/A
December 31, 2001
INDEX
Page
Number
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FORM 10-K/A i
ITEM 14 ii
EXHIBIT INDEX B1-B3
FORM 11-K B23-B36
Southern Peru Copper Corporation and Subsidiaries
FORM 10-K/A
December 31, 2001
The undersigned registrant hereby amends the 2001 Annual Report on Form 10-K as
set forth in the pages attached hereto to add the information, financial
statements and exhibits required by Form 11-K filed with respect to the Savings
Plan of Southern Peru Copper Corporation and Participating Subsidiaries pursuant
to Rule 15d-21.
The following item has been refiled to reflect such amendments:
Item 14. Exhibits, Financial Statements Schedules and Reports on Form 8-K.
The Exhibits Index has been amended and is refiled herewith to include as
Exhibit 99 the report on Form 11-K relating to the Savings Plan for Salaried
Employees of Southern Peru Copper Corporation and Participating Subsidiaries,
which is filed herewith.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
Southern Peru Copper Corporation
By /s/ Oscar Gonzalez Rocha
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Oscar Gonzalez Rocha
President
Dated: July 9, 2002
i
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
ii
Southern Peru Copper Corporation
Exhibit Index
Sequential
Exhibit Page
Number Document Description Number
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3. Certificate of Incorporation and By-Laws
3.1 Restated Certificate of Incorporation, filed December 29, 1995 (Filed as
Exhibit 3.1 to the Company's 1995 Annual Report on Form 10-K and
incorporated herein by reference)
3.2 Certificate of Decrease, filed February 29, 1996 (Filed as Exhibit 3.2 to
the Company's 1995 Annual Report on Form 10-K and incorporated herein by
reference)
3.3 Certificate of Increase, filed February 29, 1996 (Filed as Exhibit 3.3 to
the Company's 1995 Annual Report on Form 10-K and incorporated herein by
reference)
3.4 Certificate of Decrease, filed March 24, 1997 (Filed as Exhibit 3.6 to the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
1997 and incorporated herein by reference)
3.5 Certificate of Increase, filed March 24, 1997 (Filed as Exhibit 3.5 to the
Company's Quarterly Report for the quarter ended March 31, 1997 and
incorporated herein by reference)
3.6 Certificate of Amendment of Restated Certificate of Incorporation, filed
January 18, 2002.
3.7 By-Laws, as last amended on February 3, 1998 (Filed as Exhibit 3.6 to the
Company's 1997 Annual Report on form 10-K and incorporated herein by
reference)
B1
Southern Peru Copper Corporation
Exhibit Index
Sequential
Exhibit Page
Number Document Description Number
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10. Material Contracts
10.1 Form of Agreement Among Certain Stockholders of the Company (Filed as
Exhibit 10.1 to the Company's Registration Statement on Form S-4, as
amended by Amendments No. 1 and 2 thereto, File No 33-97790 (the "Form
S-4"), and incorporated herein by reference)
10.2 First Amendment to the Agreement Among Certain Stockholders of Southern
Peru Cooper Corporation (Filed as an exhibit to the Company's Report on
Form 10-Q for the third quarter of 2001 and incorporated herein by
reference)
10.3 Tax Stability Agreement, dated August 8, 1994, between the Government of
Peru and the Company regarding SX/EW facility (and English translation)
(Filed as Exhibit 10.3 to the Company's Form S-4 and incorporated herein
by reference)
10.4 Incentive Compensation Plan of the Company (Filed as Exhibit 10.11 to the
Company's Form S-4 and incorporated herein by reference)
10.5 Supplemental Retirement Plan of the Company, as amended and restated as of
November 4, 1999 (Filed as Exhibit 10.4 to the Company's 1999 Annual
Report on Form 10-K and incorporated herein by reference)
10.6 Stock Incentive Plan of the Company (Filed as an Exhibit to the Company's
Registration Statement on Form S-8 dated March 25, 1996 (Registration No.
333-2736) and incorporated herein by reference)
10.7 Form of Directors Stock Award Plan of the Company (Filed as Exhibit 10.16
to the Company's Form S-4 and incorporated herein by reference)
10.8 Deferred Fee Plan for Directors, as amended and restated as of November 4,
1999 (Filed as Exhibit 10.7 to the Company's 1999 Annual Report on Form
10-K and incorporated herein by reference)
10.9 Form of Agreement Accepting Membership in the Plan, containing text of
Retirement Plan and Trust for Selected Employees (Filed as Exhibit 10.17
to the Company's Form S-4 and incorporated herein by reference)
B2
Southern Peru Copper Corporation
Exhibit Index
Sequential
Exhibit Page
Number Document Description Number
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21.1 Subsidiaries of the Company
23.1 Consent of Independent Accountants (Arthur Andersen, LLP)
23.2 Consent of Independent Accountants (PricewaterhouseCoopers, LLP)
99. Report on Form 11-K relating to the Savings Plan of Southern Peru Copper
Corporation and Participating Subsidiaries B23-B36
99.1 Consent of Independent Accountants (Keegan, Linscott & Kenon, PC.)
99.9 Representation required by SEC release 33-8070
Copies of exhibits may be acquired upon written request to the Treasurer and the
payment of processing and mailing costs.
B3