SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
1995
First Quarter
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended March 31, 1996 Commission File Number: 1-14066
SOUTHERN PERU COPPER CORPORATION
(formerly known as Southern Peru Copper Holding Company)
(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.)
180 Maiden Lane, New York, N.Y. 10038
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (212) 510-2000
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 [ ]
As of April 30, 1996 there were outstanding 13,633,474 shares of Southern Peru
Copper Corporation common stock, par value $0.01 per share. There were also
outstanding 66,550,833 shares of Southern Peru Copper Corporation Class A
common stock, par value $0.01 per share.
SOUTHERN PERU COPPER CORPORATION
AND CONSOLIDATED SUBSIDIARIES
INDEX TO FORM 10-Q
Page No.
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Consolidated Statement of Earnings
Three Months Ended March 31, 1996 and 1995 3
Consolidated Balance Sheet
March 31, 1996 and December 31, 1995 4
Consolidated Statement of Cash Flows
Three Months Ended March 31, 1996 and 1995 5
Notes to Consolidated Financial Statements 6-9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10-12
Report of Independent Accountants 13
PART II.OTHER INFORMATION
Item 1. Legal Proceedings 14
Item 4. Submission of Matters to a Vote of Security Holders 14
Signatures 15
Exhibit I - Independent Accountants' Awareness Letter 16
<PAGE>
SOUTHERN PERU COPPER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF EARNINGS
(unaudited)
3 Months Ended
March 31,
1996 1995
------------- -----------
(in thousands, except
per share amounts)
Net Sales:
Stockholders and affiliates $ 13,356 $ 5,270
Others 183,052 199,468
--------- ---------
Total Net Sales 196,408 204,738
--------- ---------
Operating Costs and Expenses:
Cost of sales 94,679 94,672
Administrative and other expenses 13,005 14,420
Depreciation, amortization and depletion 10,327 10,723
Provision for workers' participation 5,638 7,390
Exploration expense 655 323
--------- ---------
Total operating costs and expenses 124,304 127,528
--------- ---------
Operating income 72,104 77,210
Interest income 6,169 2,543
Interest expense (3,132) (1,524)
Other income 2,273 3,006
--------- ---------
Earnings before taxes on income and minority
interest of labor shares 77,414 81,235
Taxes on income 26,288 26,834
Minority interest of labor shares 2,018 10,046
--------- ---------
Net earnings $ 49,108 $44,355
========= =========
Per common share amounts:
Net earnings (a) $ 0.61 $ 0.67
Dividends paid $ 0.65 $ 0.41
Weighted average number of shares outstanding 80,206 65,717
- - -------------
(a) The effect on the calculation of net earnings per common
share of the Company's Common Stock equivalents (shares
under option) was insignificant.
The accompanying notes are an integral part of these financial statements.
<PAGE>
SOUTHERN PERU COPPER CORPORATION
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(unaudited)
March 31, December 31,
1996 1995
------------ ------------
(in thousands)
ASSETS:
Current assets:
Cash and cash equivalents $ 242,740 $ 219,646
Marketable securities - 42,453
Accounts receivable:
Trade:
Stockholders and affiliates 6,664 8,732
Other 63,850 80,100
Other 9,377 11,631
Inventories 97,095 103,635
Other current assets 12,428 16,648
---------- ---------
Total current assets 432,154 482,845
Property 1,643,088 1,630,517
Accumulated depreciation, amortization
and depletion (859,879) (851,149)
Other assets 19,886 9,488
---------- ----------
Total Assets $1,235,249 $1,271,701
========== ==========
LIABILITIES:
Current liabilities:
Current portion of long-term debt $ 26,856 $ 17,034
Accounts payable - trade 16,458 32,889
Accounts payable - other 6,842 8,056
Accrued liabilities 50,435 112,390
----------- ----------
Total current liabilities 100,591 170,369
----------- ----------
Long-term debt 113,086 76,828
Accrued severance pay 6,343 6,354
Deferred income taxes 39,677 39,677
----------- ----------
Total non-current liabilities 159,106 122,859
----------- ----------
MINORITY INTEREST OF LABOR SHARES: 26,256 24,986
----------- ----------
STOCKHOLDERS' EQUITY:
Common stock, par value $0.01(a) 137 115
Class A common stock, par value $0.01(b) 666 688
Additional paid-in capital 265,738 265,738
Retained earnings 683,585 686,946
Treasury stock at cost, 49 common shares (830) -
----------- ----------
Total Stockholders' Equity 949,296 953,487
----------- ----------
Total Liabilities, Minority Interest and
Stockholders' Equity $1,235,249 $1,271,701
=========== ==========
Authorized Outstanding
---------- -----------
(a)Common shares: 31,249 13,630 11,480
(b)Class A common shares: 68,751 66,551 68,751
The accompanying notes are an integral part of these financial statements.
SOUTHERN PERU COPPER CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited)
<TABLE> 3 Months Ended
March 31,
1996 1995
----- ----
(in thousands)
<S> <C> <C>
OPERATING ACTIVITIES:
Net earnings $ 49,108 $ 44,355
Adjustments to reconcile net earnings to net
cash provided from operating activities:
Depreciation, amortization and depletion 10,327 10,723
Deferred income taxes 1,032 617
Minority interest of labor shares, net of distributions 139 10,046
Loss on dispositions of assets 407 -
Cash provided from (used for) operating assets and liabilities:
Accounts receivable 20,505 34,681
Inventories 6,540 (11,209)
Accounts payable (16,943) (36,883)
Accrued taxes on income (36,016) 4,677
Other operating liabilities and reserves (25,292) (5,820)
Other operating assets 2,846 657
Foreign currency translation gain (1,293) (2,213)
------------- ------------
Net cash provided from operating activities 11,360 49,631
------------- ------------
INVESTING ACTIVITIES:
Capital expenditures (14,575) (43,400)
Purchases of held to maturity investments - (33,880)
Proceeds from maturity of investments 42,453 40,523
------------- ------------
Net cash provided from (used for) investing activities 27,878 (36,757)
------------- ------------
FINANCING ACTIVITIES:
Dividends paid (52,150) (26,812)
Proceeds from borrowings 47,000 9,000
Repayment of borrowings (921) (546)
Escrow deposits on long-term loans (10,151) -
Treasury stock purchase (1,155) -
------------- ------------
Net cash used for financing activities (17,377) (18,358)
------------- ------------
Effect of exchange rate changes on cash 1,233 387
------------- ------------
Net increase (decrease) in cash and cash equivalents 23,094 (5,097)
Cash and cash equivalents, beginning of period 219,646 93,336
------------- ------------
Cash and cash equivalents, end of period $242,740 $ 88,239
============= ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
SOUTHERN PERU COPPER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. Interim Financial Statements
In the opinion of the Company, the accompanying consolidated financial
statements contain all adjustments (consisting only of normal recurring
adjustments) necessary to present fairly the Company's financial position as
of March 31, 1996 and the results of operations and cash flows for the three
months ended March 31, 1996 and 1995. This financial data has been subjected
to a limited review by Coopers & Lybrand L.L.P., the Company's independent
accountants. The results of operations for the three month period are not
necessarily indicative of the results to be expected for the full year. The
accompanying consolidated financial statements should be read in conjunction
with the consolidated financial statements and notes thereto included in the
Company's 1995 annual report on Form 10-K.
2.Inventories
Inventories consist of: March 31, December 31,
1996 1995
--------- -------------
(in millions)
Metals:
Finished goods $ 1.5 $ 2.0
Work-in-progress 23.9 33.1
Supplies, net of reserves 71.7 68.5
----- ------
Total inventories $97.1 $103.6
===== ======
3.Hedging Activities
At March 31, 1996, the Company had copper put options with an average strike
price of 95.0 cents per pound covering 94,248 tons or approximately 38% of its
expected copper production for the remaining nine months of 1996. The cost of
acquiring these put options was $2.5 million. In April 1996, the Company
purchased put options with an average strike price of 95.0 cents per pound
covering 31,664 tons of copper, approximately 38% of expected first quarter
1997 production at a cost of $0.7 million.
4.Common Stock
On February 27, 1996, Cerro Trading Company, Inc. transferred 2,200,000
shares of Class A common stock to an unaffiliated party. In accordance with
the Company's Certificate of Incorporation these shares were automatically
converted into common stock of the Company.
The stockholders of the Company at March 31, 1996 were:
Percent of Total
Number of Outstanding
Shares Shares
---------- --------------------
Class A Common Stock:
ASARCO Incorporated 43,348,949 54.06%
Cerro Trading Company, Inc. 12,028,088 15.00
Phelps Dodge Overseas Capital Corporation 11,173,796 13.94
---------- -----------
66,550,833 83.00
Common Stock 13,630,248 17.00
---------- -----------
80,181,081 100.00%
========== ===========
The Company declared and paid cash dividends of $52.2 million during the
first quarter of 1996. On April 25, 1996, the Company declared a dividend of
$0.30 per share payable June 3, 1996 to stockholders of record at the close of
business on May 16, 1996.
5. Supplemental disclosures of cash flow information:
Three Months Ended
March 31, March 31,
1996 1995
----------- -----------
(in millions)
Cash paid for:
Interest expense (net of amount capitalized) $ 1.0 $ 3.1
Income taxes (net of refunds) $60.5 $22.0
6. Pro forma first quarter 1995 earnings information:
In November 1995, the Company offered to exchange new common shares for
labor shares issued by the Peruvian Branch to workers under prior law in Peru
(the Exchange Offer). The labor shares, which are traded on the Lima Stock
Exchange, represented a 17.3% interest in the Peruvian Branch, which comprises
substantially all of the operations of the Company in Peru. The offer ended
on December 29, 1995 with 80.8% of the labor shares tendered. The Company,
through a wholly owned subsidiary, now owns 96.7% of the Peruvian Branch.
The following shows pro forma first quarter 1995 earnings information of the
effect of the Exchange Offer as if it was completed January 1, 1995:
Three Months Ended
March 31, 1995
Historical Pro forma
---------- -----------
(in millions, except for
per share amounts)
Net sales $ 204.7 $204.7
======== =======
Earnings before taxes on income
and minority interest of
labor shares $ 81.2 $ 80.6(a)
Taxes on income 26.8 26.6(b)
------- ------
Earnings before minority interest
of labor share 54.4 54.0
Minority interest of labor shares 10.0 1.9(c)
------- ------
Net earnings $ 44.4 $ 52.1
------- ------
Weighted average number of shares
outstanding 65.7 80.2
------- ------
Net earnings per share $ 0.67 $ 0.65
------- ------
Cash dividend paid per share $ 0.41 $ 0.33
======= ======
- - ---------------
(a) The market value of the common stock issued for labor shares tendered
pursuant to the Exchange Offer was in excess of the book value of the
minority interest of such labor shares. This excess is estimated to be
assigned to mineral reserves and mineralized material. Pro forma
earnings reflect the amortization of the excess based on a ratio of
actual copper production in the period to the total copper contained in
the mineral reserves and mineralized material.
(b) Reflects the amortization of the deferred income taxes on the excess
of the market value of common stock issued for labor shares tendered
pursuant to the Exchange Offer over the book value of the minority
interest of such labor shares. The amortization of the deferred taxes is
calculated on the same basis as described in footnote (a) above.
(c) Reflects the reduction of the minority interest of labor shares
tendered pursuant to the Exchange Offer.
7. Contingencies and Litigation:
(A)On February 26, 1993, the Mayor of Tacna brought a lawsuit against
Southern Peru Limited, a wholly owned subsidiary of the Company (SP Limited),
seeking $100 million in damages from alleged harmful deposition of tailings,
slag and smelter emissions. On May 3, 1996, the Superior Court of Tacna, Peru
affirmed the lower court's dismissal. There is generally no further right of
appeal, however, the Peruvian Supreme Court may grant discretionary review of
limited issues in exceptional cases.
(B)On April 29, 1996, SP Limited was served with a complaint filed in Peru
by approximately 800 former employees challenging the accounting of its
Peruvian Branch and its allocation of financial results to the Mining
Community, the former legal entity representing workers in Peruvian mining
companies, in the 1970s. The complaint seeks the delivery of a substantial
number of labor shares of the Peruvian Branch of the subsidiary plus dividends
and contains similar allegations made in a prior lawsuit dismissed in
September 1995.
The Company's exploration, mining, milling, smelting and refining
activities are subject to Peruvian laws and regulations, including
environmental laws and regulations, which change from time to time. The
development of more stringent environmental protection programs in Peru could
impose constraints and additional costs on the Company's operations and the
Company could be required to make significant additional capital expenditures
in the future.
It is the opinion of management that the outcome of the legal proceedings
mentioned, as well as the other miscellaneous litigation and proceedings now
pending, will not materially adversely affect the financial position or
results of operations of the Company and its consolidated subsidiaries.
However, it is possible that litigation and environmental contingencies could
have a material effect on quarterly or annual operating results, when they are
resolved in future periods.
8. Impact of New Accounting Standard:
The Financial Accounting Standards Board issued SFAS No. 123 "Accounting
for Stock Based Compensation" in October 1995. In accordance with this
pronouncement, the Company has a choice of adopting the accounting provisions
of SFAS No. 123 or providing the disclosures required. The Company has
elected the disclosure only alternative.
<PAGE>
Part I Item 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Company reported net earnings of $49.1 million, or $0.61 per share, for
the three months ended March 31, 1996 compared with net earnings of $44.4
million, or $0.67 per share, for the three months ended March 31, 1995. The
reduction in net earnings was primarily attributable to lower copper and
molybdenum prices, partially offset by higher sales volume, lower production
costs and a lower minority interest of labor shares.
Earnings in the first quarter of 1996 were significantly affected by the
decline in copper and molybdenum prices when compared with the first quarter
of 1995. The decline in metal prices reduced net earnings by an estimated $29
million, which includes the impact of the lower prices on provisionally priced
sales made in the fourth quarter of 1995 and the first quarter of 1996. In
addition, earnings for the first quarter of 1996 were increased due to a
reduction in the minority interest of labor shares in the Company's Peruvian
Branch. An exchange of labor shares for common shares was completed in the
fourth quarter of 1995 and reduced the interest of labor shares from 17.5% in
the first quarter of 1995 to 3.3% in the first quarter of 1996. The exchange
offer increased the number of common shares outstanding to 80.2 million from
65.7 million in 1995.
The Company's copper mine production in the first quarter of 1996 was 161.6
million pounds, an increase of 26% over the year ago period. The increase is
principally attributable to higher ore grades at the Cuajone mine and 22.6
million pounds of refined copper from the new solvent
extraction/electrowinning plant (SX/EW) at the Company's Toquepala mine, which
commenced operations in the fourth quarter of 1995.
Net Sales. Net sales for the three months ended March 31, 1996 were $196.4
million compared to $204.7 million for the same period in 1995. Net sales
represent the invoiced value of products containing copper and other
by-products (principally molybdenum and silver). The $8.3 million decrease in
net sales is attributable primarily to lower copper and molybdenum prices,
partially offset by the higher copper volume sold. Copper sales volume was
169.0 million pounds in 1996 as compared with 127.2 million pounds in 1995.
The increase in copper sales volume in 1996 is primarily attributable to the
new SX/EW facility.
Prices. Prices for the Company's metals are established principally by
reference to prices quoted on the London Metal Exchange ("LME"), the New York
Commodity Exchange ("COMEX") or published in "Metals Weeks" for dealer oxide
prices for molybdenum products.
Three Months Ended
March 31,
1996 1995
---------- ----------
Average Metal Prices
Copper (per pound-LME) $ 1.17 $ 1.33
Molybdenum (per pound-Metals Week Dealer Oxide) 4.07 13.77
Silver (per ounce-COMEX) 5.54 4.70
Sales Volume (in thousands)
Copper (pounds) 169,000 127,200
Molybdenum (pounds)(a) 1,867 1,892
Silver (ounces) 819 667
- - -----------------
(a) The Company's molybdenum production is sold in concentrate form.
The volume represents pounds of molybdenum contained in concentrate.
Depending on the metal markets and other conditions, the Company may enter
into forward sales or purchase put options to reduce or eliminate the risk of
metal price declines on its anticipated future production. Put options
purchased by the Company establish a minimum price for the production covered
and permit the Company to participate in price increases above the strike
price. At March 31, 1996, the Company had put options covering 94,248 tons of
copper, approximately 38% of its expected copper production for the remaining
nine months of 1996 at an average strike price of 95.0 cents per pound. The
cost of acquiring these puts was $2.5 million. In April 1996, the Company
purchased put options with an average strike price of 95.0 cents per pound
covering 31,664 tons of copper, approximately 38% of expected first quarter
1997 production at a cost of $0.7 million.
Operating Costs and Expenses. Operating costs and expenses for the three
months ended March 31, 1996 were $124.3 million as compared with $127.5
million for the same period in 1995. Cost of sales for the three months ended
March 31, 1996 and 1995 remained unchanged at $94.7 million. The increased
cost from higher copper sales volume was offset by lower production costs of
copper mined by the Company and by lower sales costs and volumes of purchased
concentrates.
Administrative and other expenses decreased to $13.0 million in the three
months ended March 31, 1996 from $14.4 million in the comparable period of
1995. The 1995 costs included legal and other costs associated with a public
offering of common shares which was withdrawn in early 1995.
Depreciation, amortization and depletion decreased to $10.3 million in the
first quarter of 1996 from $10.7 million in the comparable 1995 period. The
effect of an increase in ore reserves was partially offset by a higher
depreciable asset base.
The provision for workers' participation decreased to $5.6 million in 1996
from $7.4 million for 1995 due to lower pre-tax profits of the Branch.
Nonoperating Items. Interest expense was $1.6 million higher in 1996 than
in 1995 due to higher capitalized interest in the first quarter of 1995.
Interest income for the three months ended March 31, 1996 was $6.2 million
compared with $2.5 million for the three months ended March 31, 1995 as a
result of higher available cash balances. Other income decreased by $0.7
million primarily attributable to lower exchange gains, reflecting a lower
devaluation rate of the Peruvian sol against the U.S. dollar. The devaluation
rate for the three months ended March 31, 1996 was 1.55% as compared with
3.20% for the three months ended March 31, 1995.
Minority Interest of Labor Shares. The income statement provision for
minority interest of labor shares represents an accrual of 3.3% in 1996 and
17.5% in 1995 of the Branch's after-tax earnings. The labor share percentage
participation in earnings decreased as a result of the 1995 exchange offer in
which labor shares of the branch were converted into common shares of the
Company.
Cash Flows -- Operating Activities. Net cash flow from operating
activities was $11.4 million for the three months ended March 31, 1996,
compared to $49.6 million for the same period in 1995. The decrease in
operating cash flow was a result of payments in the first quarter of 1996 of
1995 Peruvian income taxes and 1995 workers' participation and lower net
earnings in the first quarter of 1996.
Cash Flows -- Investing Activities. Net cash flow from investing
activities was $27.9 million for the three months ended March 31, 1996,
compared to a use of cash of $36.8 million for the three months ended March
31, 1995. The higher cash flow in 1996 was primarily attributable to reduced
capital expenditures and the net activity in marketable securities.
Cash Flows -- Financing Activities. Financing activities used cash of
$17.4 million in the first three months of 1996 as compared to $18.4 million
in the respective period of 1995. Dividends of $52.2 million were paid in
1996 as compared to $26.8 million in 1995. In addition, there were net
borrowings, after escrow requirements, of $35.9 million in 1996 as compared to
$8.5 million in 1995.
Liquidity and Capital Resources
At March 31, 1996, the Company's debt as a percentage of total
capitalization was 12.5%, compared with 8.8% at December 31, 1995. Debt at
March 31, 1996 was $140.0 million, compared with $93.9 million at the end of
1995.
The Company expects that it will meet its cash requirements for 1996 and
beyond from internally generated funds, cash on hand, from borrowings under
its credit agreements or from additional debt or equity financing.
In April, the Board of Directors declared a quarterly dividend on the
common stock of $0.30 per share payable June 3, 1996 to stockholders of record
at the close of business on May 16, 1996.
Impact of New Accounting Standards: The Financial Accounting Standards
Board issued SFAS No. 123 "Accounting for Stock Based Compensation" in
October 1995. In accordance with this pronouncement, the Company has a
choice of adopting the accounting provisions of SFAS No. 123 or providing
the disclosures required. The Company has elected the disclosure only
alternative.
COOPERS & LYBRAND L.L.P.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders of Southern Peru Copper
Corporation:
We have reviewed the accompanying interim condensed consolidated balance sheet
of Southern Peru Copper Corporation and Subsidiaries as of March 31, 1996 and
the interim condensed consolidated statements of earnings and cash flows for
the three month periods ended March 31, 1996 and 1995. These interim
condensed consolidated financial statements are the responsibility of the
Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of the interim
financial information consists principally of applying analytical procedures
to financial data and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the accompanying interim condensed consolidated financial
statements for them to be in conformity with generally accepted accounting
principles.
COOPERS & LYBRAND L.L.P.
New York, New York
April 19, 1996, except for
Note 7(A) which is as of
May 3, 1996 and Note 7(B)
which is as of April 29, 1996.
PART II -- OTHER INFORMATION
Item 1 -- Legal Proceedings
(1) On April 29, 1996, Southern Peru Limited, a subsidiary of the Company
("SP Limited"), was served with a complaint filed in Peru by approximately 800
former employees challenging the accounting of the subsidiary's Peruvian
Branch and its allocation of financial results to the Mining Community, the
former legal entity representing workers in Peruvian mining companies, in the
1970s. The complaint seeks the delivery of a substantial number of labor
shares of the Peruvian Branch of the subsidiary plus dividends and contains
similar allegations made in a prior lawsuit dismissed in September 1995.
(2) With respect to the Mayor of Tacna lawsuit against SP Limited, reported
on Form 10-K for 1995, on May 3, 1996, the Superior Court of Tacna, Peru
affirmed the lower court's dismissal. The lawsuit sought $100 million in
damages from alleged harmful deposition of tailings, slag and smelter
emissions. There is generally no further right of appeal, however, the
Peruvian Supreme Court may grant discretionary review of limited issues in
exceptional cases.
Item 4 -- Submission of Matters to a Vote of Security Holders
At the annual meeting of stockholders of the Company held on April 25,
1996, the holders of Common Stock, voting as a class, were asked to elect two
directors, the holders of Class A Common Stock, voting as a class, were asked
to elect 13 directors, and both classes, voting together, were asked to
approve the selection of auditors for 1996.
Votes cast in the election of directors by holders of Common Stock were as
follows:
Number of Shares
Names For Withheld
---- --- --------
Amb. Everett E. Briggs 8,049,410 100,260
John F. McGillicuddy 8,077,958 71,712
In the election of directors by holders of Class A Common Stock, each of the
following directors received 66,550,833 votes and no votes were withheld:
Augustus B. Kinsolving Jay A. Pritzker
Francis R. McAllister Robert A. Pritzker
Kevin R. Morano Michael O. Varner
Robert J. Muth J. Steven Whisler
Robert M. Novotny David B. Woodbury
Richard de J. Osborne Douglas C. Yearley
Charles G. Preble
Stockholders approved the selection of auditors as follows:
For Against Abstain
----------- --------- ----------
Common Stock: 8,109,946 3,995 35,729
Class A Common Stock: 332,754,165 0 0
----------- --------- ----------
Total: 340,864,111 3,995 35,729
Holders of Class A Common Stock are entitled to five votes per share when
voting together with the holders of Common Stock as one class.
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SOUTHERN PERU COPPER CORPORATION
(Registrant)
Dated: May 14, 1996 /s/ Ronald J. O'Keefe
-----------------------------
Ronald J. O'Keefe
Executive Vice President and
Chief Financial Officer
Dated: May 14, 1996 /s/ Brendan M. O'Grady
----------------------------
Brendan M. O'Grady
Comptroller
EXHIBIT I
COOPERS & LYBRAND L.L.P.
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
We are aware that our report dated April 19, 1996 (except for Note 7(A)
which is as of May 3, 1996 and Note 7(B) which is as of April 29, 1996) on our
review of the interim financial information of Southern Peru Copper
Corporation and Consolidated Subsidiaries as of March 31, 1996 and for the
three month periods ended March 31, 1996 and 1995 and included in this Form
10-Q for the quarter ended March 31, 1996 is incorporated by reference in the
Company's Registration Statement on Form S-8 (File No. 33-32736). Pursuant
to Rule 436(c) under the Securities Act of 1933, this report should not be
considered a part of the Registration Statement prepared or certified by us
within the meaning of Sections 7 and 11 of that Act.
COOPERS & LYBRAND L.L.P.
New York, New York
May 13, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF THE SOUTHERN PERU COPPER CORPORATION FOR THE THREE
MONTHS ENDED MARCH 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 242,740
<SECURITIES> 0
<RECEIVABLES> 79,891
<ALLOWANCES> 0
<INVENTORY> 97,095
<CURRENT-ASSETS> 432,154
<PP&E> 1,643,088
<DEPRECIATION> 859,879
<TOTAL-ASSETS> 1,235,249
<CURRENT-LIABILITIES> 100,591
<BONDS> 0
0
0
<COMMON> 265,711
<OTHER-SE> 683,585
<TOTAL-LIABILITY-AND-EQUITY> 1,235,249
<SALES> 196,408
<TOTAL-REVENUES> 196,408
<CGS> 94,679
<TOTAL-COSTS> 94,679
<OTHER-EXPENSES> 16,620
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,132
<INCOME-PRETAX> 77,414
<INCOME-TAX> (26,288)
<INCOME-CONTINUING> 49,108
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 49,108
<EPS-PRIMARY> 0.61
<EPS-DILUTED> 0.61
</TABLE>
