-----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, OWstbDsPJgjvcgrPlR2UnbjIrYTrFQuEMFHRjPNIY/0xqsKcbf5xhYS0wWkPt6sn kzSdOQgjpWsemKLcbZTy9w== /in/edgar/work/0000905148-00-002024/0000905148-00-002024.txt : 20001016 0000905148-00-002024.hdr.sgml : 20001016 ACCESSION NUMBER: 0000905148-00-002024 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001013 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHERN PERU COPPER CORP/ CENTRAL INDEX KEY: 0001001838 STANDARD INDUSTRIAL CLASSIFICATION: [1000 ] IRS NUMBER: 133849074 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-44663 FILM NUMBER: 740092 BUSINESS ADDRESS: STREET 1: 180 MAIDEN LANE CITY: NEW YORK STATE: NY ZIP: 10038 BUSINESS PHONE: 2125102000 MAIL ADDRESS: STREET 1: 180 MAIDEN LANE STREET 2: 180 MAIDEN LANE CITY: NEW YORK STATE: NY ZIP: 10038 FORMER COMPANY: FORMER CONFORMED NAME: SOUTHERN PERU COPPER HOLDING CO DATE OF NAME CHANGE: 19951006 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ASARCO INC CENTRAL INDEX KEY: 0000007649 STANDARD INDUSTRIAL CLASSIFICATION: [3330 ] IRS NUMBER: 134924440 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 180 MAIDEN LN CITY: NEW YORK STATE: NY ZIP: 10038 BUSINESS PHONE: 2125102000 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN SMELTING & REFINING CO DATE OF NAME CHANGE: 19760607 SC 13D/A 1 0001.txt T:\EDGAR\EPSTEIN\756193.TXT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) Southern Peru Copper Corporation ------------------------------------------ (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 843611104 (CUSIP Number) ASARCO Incorporated Southern Peru Holdings Company ------------------------------------------ (Name of Person Filing Statement) Robert Ferri Vice President and General Counsel ASARCO Incorporated 180 Maiden Lane New York, NY 10038 (212) 510-2000 and Daniel Tellechea Salido Vice President and Treasurer Southern Peru Holdings Company Baja California 200 Colonia Roma Sur. 06760 Mexico City, Mexico Tel. No. 011-525-574-2067 ------------------------------------------ (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) COPY TO: Michael L. Fitzgerald, Esq. Brown & Wood LLP One World Trade Center New York, New York 10048 Tel. No. (212) 839-5300 October 12, 2000 ------------------------------------------ (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b) (3) or (4), check the following box |_|. (Continued on following page(s)) ASARCO Incorporated ("ASARCO") and Southern Peru Holdings Company, ("SPHC" and, together with ASARCO, the "Reporting Persons") hereby amend their Report on Schedule 13D regarding Southern Peru Copper Corporation (the "Company") originally filed on January 12, 1996, as amended on March 6, 1996 and as further amended on November 19, 1999 (together, the "Schedule 13D"). This Schedule 13D relates to common stock of the Company, $0.01 par value per share ("Common Stock") and Class A Common Stock of the Company, $0.01 par value per share ("Class A Common Stock", together, with Common Stock, the "Common Shares"). Unless otherwise indicated, capitalized terms used but not defined herein shall have the same meanings assigned to them in the Schedule 13D. Item 2. Identity and Background. Item 2 is hereby amended by adding the following: Effective October 12, 2000, Nueva G. Mexico, S.A. de C.V. ("New GM") completed an exchange offer with the shareholders of GM pursuant to which New GM became the owner of approximately 99.8% of the outstanding shares of GM and the former shareholders of GM became shareholders of New GM. New GM is a Mexican corporation with its principal executive offices located at Baja California 200, Colonia Roma Sur, 06760 Mexico City, Mexico. New GM's principal business is to act as a holding company for the shares of other corporations engaged in the mining, processing and sale of metals and railways operations. The largest shareholder of New GM is Empresarios Industriales de Mexico, S.A. de C.V., a Mexican corporation ("EIM"). The principal business of EIM is to act as a holding company for shares of other corporations engaged in a variety of businesses including mining, construction, real estate and drilling. The principal executive offices of EIM are located at Insurgentes Sur No. 432-9, Colonia Roma Sur 06760, Mexico City, Mexico. Mr. German Larrea Mota-Velasco is the Chairman of the Board and Chief Executive Officer of SPHC. Mr. German Larrea is the Chairman of the Board and Chief Executive Officer of GM and EIM. EIM, which is controlled by the Larrea family (including Mr. German Larrea), together with the holdings of various family members and of other stockholders who have supported the Larrea family, directly or indirectly may be deemed to control a majority of the capital stock of New GM. Mr. German Larrea disclaims beneficial ownership of such shares other than the shares held directly by him (comprising approximately 2.71% of the outstanding shares of New GM). Annex I hereto sets forth the name, business address, present principal occupation or employment and citizenship of each director and executive officer of New GM. The information set forth in Annex I hereto is incorporated herein by reference. Neither New GM or, to its knowledge, any of the persons listed in Annex I hereto, has during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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. Item 5. Interest in Securities of the Issuer. Item 5 is hereby amended by adding the following: Except as set forth in the Schedule 13D, none of the Reporting Persons, GM, New GM or EIM or, to their knowledge, any of the persons listed in Annex I hereto, beneficially owns any equity security of the Company and none of the Reporting Persons, GM or EIM or, to their knowledge, any of the respective directors, executive officers or subsidiaries of any of the foregoing, has effected any transaction in any equity security of the Company during the past 60 days. SIGNATURE 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 12, 2000 ASARCO INCORPORATED By /s/ Daniel Tellechea Salido ---------------------------------- Name: Daniel Tellechea Salido Title: Vice President SOUTHERN PERU HOLDING COMPANY By /s/ Daniel Tellechea Salido ----------------------------------- Name: Daniel Tellechea Salido Title: Vice President and Treasurer ANNEX I DIRECTORS AND EXECUTIVE OFFICERS 1. Directors and Executive Officers of New GM. The following table sets forth the name, principal business address, title and present principal occupation or employment of each director and executive officer of New GM. Each such person is a citizen of Mexico.
Name Principal Business Address Title Principal Occupation - --------------------------- ------------------------------ --------------------- ------------------------- German Larrea Mota-Velasco Av. Baja California 200, Chairman of the Chairman of the Board Col. Roma Sur, Board and Chief and Chief Executive 06760, Mexico City Executive Officer Officer of New GM of New GM Juan Sanchez-Navarro Peon Av. Baja California 200, Director of New GM Vice President of Grupo Col. Roma Sur, Modelo, S.A. de C.V. 06760, Mexico City Romulo O'Farril Jr. Av. Baja California 200, Director of New GM Chief Executive Officer Col. Roma Sur, of Novedades Editores, 06760, Mexico City S.A. de C.V. Prudencio Lopez Martinez Av. Baja California 200, Director of New GM President of Sanvica, Col. Roma Sur, S.A. de C.V. 06760, Mexico City Juan I. Gallardo Thurlow Av. Baja California 200, Director of New GM Chairman of the Board of Col. Roma Sur, Grupo Azucarero de 06760, Mexico City Mexico, S.A. de C.V. Claudio X. Gonzalez Av. Baja California 200, Director of New GM Chairman of the Board Col. Roma Sur, and Chief Executive 06760, Mexico City Officer of Kimberly-Clark de Mexico, S.A. de C.V. Carlos Giron Peltier Av. Baja California 200, Director of New GM Retired. Col. Roma Sur, 06760, Mexico City Jose Mendoza Fernandez Av. Baja California 200, Director of New GM Chief Executive of Col. Roma Sur, Bufete Industrial, S.A. 06760, Mexico City de C.V. Genaro Larrea Mota-Velasco Av. Baja California 200, Director and Commercial Managing Col. Roma Sur, Commercial Managing Director of New GM 06760, Mexico City Director of New GM Agustin Santamarina Vasquez Campos Eliseos, 345-2, Director and Of counsel at Santamaria Col. Chapultepec Polanco, Secretary of the y Steta 11560, Mexico City Board of Directors of New GM Hector Calva Ruiz Av. Baja California 200, Managing Director Managing Director for Col. Roma Sur, for Exploration Exploration and Projects 06760, Mexico City Projects and of New GM Alternate Director of New GM Daniel Tellechea Salido Av. Baja California 200, Managing Director Managing Director for Col. Roma Sur, for Administration Administration and 06760, Mexico City and Finance and Finance of New GM Alternate Director of New GM Oscar Gonzalez Rocha Av. Baja California 200, Managing Director Managing Director for Col. Roma Sur, for Mexicana Cobre, Mexicana Cobre, S.A. de 06760, Mexico City S.A. de C.V. and C.V. and Mexicana de for Mexicana de Cananea, S.A. de C.V. Cananea, S.A. de C.V. and Alternate Director of New GM Xavier Garcia de Quevedo Bosques de Ciruelos 99, Managing Director Managing Director for Topete Col. Bosques de las Lomas, for Grupo Grupo Ferroviario 11700, Mexico City Ferroviario Mexicano, S.A. de C.V. Mexicano, S.A. de and Ferrocarril C.V. and Mexicano, S.A. de C.V. Ferrocarril Mexicano, S.A. de C.V. and Alternate Director of New GM Alfredo Casar Perez Av. Baja California 200, Managing Director Managing Director for Col. Roma Sur, for Development and Development of New GM 06760, Mexico City Alternate Director for New GM Daniel Chavez Carreon Av. Baja California 200, Managing Director Managing Director for Col. Roma Sur, for Industrial Industrial Minera 06760, Mexico City Minera Mexico, S.A. Mexico, S.A. de C.V. de C.V. and Alternate Director of New GM Eduardo Gonzalez Gomez Av. Insurgentes Sur 432, Alternate Director Independent financial Col. Roma Sur, of New GM advisor 06760, Mexico City Sergio M. Ferrer De la Av. Baja California 200, General Counsel and General Counsel of New GM Barrera Col. Roma Sur, Alternate Director 06760, Mexico City of New GM Manuel Calderon Cardenas Av. Baja California 200, Director of Mine Director of Mine Col. Roma Sur, and Planning Planning and Control of 06760, Mexico City Control of New GM New GM Vidal Muhech Dip Av. Baja California 200, Director for Director for Engineering Col. Roma Sur, Engineering and and Construction of New 06760, Mexico City Construction of New GM GM Ernesto Duran Trinidad Av. Baja California 200, Comptroller of New Comptroller of New GM Col. Roma Sur, GM 06760, Mexico City Genaro Guerrero Diaz Mercado Av. Baja California 200, Treasurer of New GM Treasurer of New GM Col. Roma Sur, 06760, Mexico City Gabino Paez Gonzalez Av. Baja California 200, Managing Director Managing Director for Col. Roma Sur, for Industrial Industrial Relations of 06760, Mexico City Relations and New GM Alternate Director of New GM Rolando Vega Iniguez Av. Baja California 200, Examiner of New GM Examiner of New GM Col. Roma Sur, 06760, Mexico City Gilberto Nava Escobedo Av. Baja California 200, Alternate Examiner Alternate Examiner of Col. Roma Sur, of New GM New GM 06760, Mexico City
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