10-K/A 1 a2053012z10-ka.txt FORM 10-K/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 2000 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, 2000 Commission File Number: 1-14066 SOUTHERN PERU COPPER CORPORATION -------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 13-3849074 ------------------------- -------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1150 North 7th Avenue, Tucson, AZ. 85705-0747 -------------------------------------------------- (Address of principal executive offices) (zip code) Registrant's telephone number, including area code: (520) 798-7747 -------------- Securities Registered Pursuant to Section 12(b) of the Act: ---------------------------------------------------------- Name of each exchange Title of each class on which registered --------------------------------------- ----------------------- 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, 2001, there were of record 14,100,192 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 $204 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: Part IV: Exhibit index is on page B1 through B3. Southern Peru Copper Corporation FORM 10-K/A December 31, 2000 INDEX Page Number ------ FORM 10-K/A i ITEM 14 ii EXHIBIT INDEX B1-B3 FORM 11-K B22-B34 Southern Peru Copper Corporation and Subsidiaries FORM 10-K/A December 31, 2000 The undersigned registrant hereby amends the 2000 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 --------------------------- Oscar Gonzalez Rocha President Dated: June 27, 2001 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 ------ -------------------- ------ 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 on Form 10-Q for the quarter ended March 31, 1997 and incorporated herein by reference) 3.6 By-Laws, as last amended on February 3, 1998 4. Instruments Defining Rights of Security Holders 4.1 Indenture, dated as of May 30, 1997, among Southern Peru Limited, Southern Peru Copper Corporation, as guarantor, and Citibank, NA, as trustee. (Filed as Exhibit 4.1(a) to the Company's Registration Statement on Form S-4, as amended by Amendment No. 1 thereto, File No. 333-34505, and incorporated herein by reference) 4.2 Supplemental Indenture, dated as of May 30, 1997, among Southern Peru Limited, Southern Peru Copper Corporation, as guarantor, and Citibank, N.A., as trustee. (Filed as Exhibit 4.1(b) to the Company's Registration Statement on Form S-4, as amended by Amendment No. 1 thereto, File No. 333-34305, and incorporated herein by reference) 4.3 Form of Amended and Restated Collateral Trust Agreement, dated as of July 15, 1997, between Southern Peru Limited and Deutsche Bank AG, New York Branch, as collateral trustee. (Filed as Exhibit 4.1(c) to the Company's Registration Statement on Form S-4, as amended by Amendment No. 1 thereto, File No. 333-34305, and incorporated herein by reference)
B1 Southern Peru Copper Corporation Exhibit Index
Sequential Exhibit Page Number Document Description Number ------ -------------------- ------ 4.4 Form of Series A-1 Secured Export Notes due 2007 (Filed as Exhibit 4.1(d) to the Company's Registration Statement on Form S-4, as amended by Amendment No. 1 thereto, File No. 333-34305, and incorporated herein by reference) 4.5 Supplemental Indenture, dated as of October 15, 1998 among Southern Peru Limited, Southern Peru Copper Corporation as guarantor, and Citibank, N.A., as trustee (Filed as Exhibit 4.5 to the Company's 1998 Annual Report on form 10-K and incorporated herein by reference) 4.6 Supplemental Indenture, dated as of December 22, 1998 between Southern Peru Copper Corporation and Citibank, N.A. as trustee (Filed as Exhibit 4.6 to the Company's 1998 Annual Report on Form 10-K and incorporated herein by reference) 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 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) 10.3 Incentive Compensation Plan of the Company (Filed as Exhibit 10.11 to the Company's Form S-4 and incorporated herein by reference) 10.4 Supplemental Retirement Plan of the Company, as amended 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). Effective as of October 31, 2000, the Supplemental Retirement Plan was terminated. 10.5 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) 10.6 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) 10.7 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)
B2 Southern Peru Copper Corporation Exhibit Index
Sequential Exhibit Page Number Document Description Number ------ -------------------- ------ 10.8 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) 10.9 Compensation Deferral Plan, as amended and restated as of November 4, 1999. (Filed as Exhibit 10.9 to the Company's 1999 Annual Report on Form 10-K and incorporated herein by reference). Effective as of October 31, 2000, the Compensation Deferral Plan was terminated. 10.10 Credit Agreement dated as of March 31, 1997 among Southern Peru Limited, as borrower, Southern Peru Copper Corporation, as guarantor, several banks and other financial institutions from time to time parties to the Credit Agreement, Morgan Guaranty Trust Company of New York, as administrative agent, The Chase Manhattan Bank, as documentation agent, Citicorp Securities, Inc., as syndication agent, and Deutsche Bank AG, New York Branch, as security and collateral agent. (Filed as Exhibit 10.9 to the Company's Registration Statement on Form S-4, File No. 333-3405, and incorporated herein by reference) 10.11 First Amendment to the Credit Agreement, dated July 14, 1997. (Filed as Exhibit 10.10 to the Company's Registration Statement on Form S-4, File No. 333-34305, and incorporated herein by reference) 10.12 Assignment and Assumption Agreement dated as of December 30, 1998 between Southern Peru Copper Corporation, a Delaware Corporation, and Southern Peru Limited. (Filed as Exhibit 10.12 to the Company's 1998 Annual Report on Form 10-K and incorporated herein by reference) 21.1 Subsidiaries of the Company 23.1 Consent of Independent Accountants B36 99. Report on Form 11-K relating to the Savings Plan of Southern Peru Copper Corporation and Participating Subsidiaries B22-B35
Copies of exhibits may be acquired upon written request to the Treasurer and the payment of processing and mailing costs. B3