<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for the Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
</TABLE>
SOUTHERN PERU COPPER CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
[LOGO SOUTHERN PERU COPPER CORPORATION]
March 19, 1997
Dear Common Stockholder:
You are cordially invited to attend the annual meeting of stockholders,
which will be held in the Ricker Auditorium, 180 Maiden Lane, New York, New York
on Thursday, May 1, 1997, at 2 P.M. We hope you can be with us.
At the meeting, you will be asked to elect two directors and to approve the
selection of independent accountants.
The meeting also provides an opportunity to give you a current report on
the activities of the Company and its plans and prospects for the future.
It is important that your shares be represented at the meeting whether or
not you are able to attend in person. Therefore, you are asked to vote, sign,
date and mail the enclosed proxy. Please do so today. In Peru, you may deliver
your signed proxy to our offices in Lima.
Sincerely,
/s/ Richard de J. Osborne /s/ Charles G. Preble
------------------------- -----------------------
Richard de J. Osborne Charles G. Preble
Chairman of the Board President
Chief Executive Officer
180 MAIDEN LANE, NEW YORK, N.Y. 10038 (212) 510-2000
AVENIDA CAMINOS DEL INCA NO. 171, CHACARILLA DEL ESTANQUE,
SANTIAGO DE SURCO, LIMA 33, PERU (511) 438-6565
<PAGE> 3
[LOGO] SOUTHERN PERU COPPER CORPORATION
<TABLE>
<S> <C>
180 MAIDEN LANE AVENIDA CAMINOS DEL INCA NO. 171
NEW YORK, N.Y. 10038 CHACARILLA DEL ESTANQUE, SANTIAGO DE SURCO,
LIMA 33, PERU
</TABLE>
------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 1, 1997
To the Common Stockholders:
The annual meeting of stockholders of Southern Peru Copper Corporation will
be held in the Ricker Auditorium, 180 Maiden Lane, New York, New York on
Thursday, May 1, 1997, at 2 P.M. for the following purposes:
(1) To elect two directors of the Company by the holders of Common Stock,
voting as a separate class, such directors to serve until the 1998
annual meeting.
(2) To act upon a proposal to approve the selection by the Board of
Directors of Coopers & Lybrand L.L.P. as independent accountants for
the calendar year 1997.
(3) To transact such other business as may properly come before the
meeting.
In addition, the holders of Class A Common Stock, voting as a separate
class, will elect thirteen directors, such directors to serve until the 1998
annual meeting. The holders of Class A Common Stock will vote together with the
holders of Common Stock, as a single class, upon the proposal to approve the
selection of independent accountants for the calendar year 1997.
Stockholders of record at the close of business on March 7, 1997 will be
entitled to vote at the annual meeting. Stockholders of record who attend the
annual meeting in person may withdraw their proxies and vote in person if they
wish.
By order of the Board of Directors,
A. B. Kinsolving
Secretary
New York, N.Y. March 19, 1997
----------------------------------------------------------
YOUR VOTE IS IMPORTANT
Please mark, sign, date and return your proxy.
----------------------------------------------------------
<PAGE> 4
PROXY STATEMENT
This proxy statement is furnished as part of the solicitation by the Board
of Directors of Southern Peru Copper Corporation, 180 Maiden Lane, New York,
N.Y. 10038 and Avenida Caminos del Inca No. 171, Chacarilla del Estanque,
Santiago de Surco, Lima 33, Peru, of the proxies of all holders of common stock,
par value $0.01 per share (the "Common Stock") entitled to vote at the annual
meeting to be held on May 1, 1997 and at any adjournment thereof. This proxy
statement is not soliciting proxies from holders of Class A Common Stock whose
proxies are being solicited separately. This proxy statement and the enclosed
form of proxy are being mailed commencing on or about March 24, 1997, to holders
of Common Stock of record on March 7, 1997. Additional copies will be available
at the Company's offices in Lima and other locations in Peru.
Southern Peru Copper Corporation was reorganized into a holding company
structure effective January 2, 1996, upon completion of a public offer to
exchange newly-issued Common Stock for outstanding labor shares of the Company's
Peruvian Branch ("Labor Shares"). Throughout this proxy statement, unless the
context otherwise requires, the terms "Southern Peru", "SPCC" and the "Company"
refer to the present corporation as well as its predecessor, now named Southern
Peru Limited ("SP Limited"), which previously was the parent company and is now
a wholly owned subsidiary of the Company.
Any proxy in the enclosed form given pursuant to this solicitation and
received in time for the annual meeting will be voted with respect to all shares
represented by it and in accordance with the instructions, if any, given in such
proxy. If the Company receives a signed proxy with no voting instructions given,
such shares will be voted for the election of directors and approval of
accountants proposals. Any proxy may be revoked at any time prior to the
exercise thereof by notice from the stockholder, received in writing by the
Secretary, or by written ballot voted at the meeting.
The outstanding shares of the Company consist of Common Stock and Class A
common stock, par value $0.01 per share (the "Class A Common Stock"). At the
close of business on March 7, 1997, the record date for the annual meeting, the
Company had outstanding 14,296,399 shares of Common Stock and 65,900,833 shares
of Class A Common Stock. Each such share of Common Stock is entitled to one vote
at the meeting, and each such share of Class A Common Stock is entitled to five
votes, except with respect to the election of directors, as described below
under "Voting Securities" or as required by law.
VOTING SECURITIES
The Company's Restated Certificate of Incorporation (the "Certificate")
provides for a Board of Directors composed of fifteen directors. Two directors
are elected by the holders of Common Stock (the "Common Stockholders") voting as
a separate class, with each share of Common Stock outstanding at the March 7,
1997 record date entitled to one vote at the annual meeting. Thirteen directors,
one of whom is the President, are nominated and elected by the holders of Class
A Common Stock, voting as a separate class and in accordance with the terms of
an agreement (the
2
<PAGE> 5
"Stockholders' Agreement") among ASARCO Incorporated ("Asarco"), Cerro Trading
Company, Inc. ("Cerro") and Phelps Dodge Overseas Capital Corporation ("Phelps
Dodge"). Asarco, Cerro and Phelps Dodge are hereinafter referred to collectively
as the "Class A Common Stockholders".
In accordance with the Company's Certificate, except with respect to the
election of directors or as required by law, the Common Stockholders and Class A
Common Stockholders vote together as a single class. Each share of Common Stock
is entitled to one vote per share and each share of Class A Common Stock is
entitled to five votes per share on matters submitted to the vote of
stockholders voting as one class.
The Company's By-Laws provide that the presence in person or by proxy of
the Common Stockholders of record of a majority of the shares of Common Stock
entitled to vote at the meeting shall constitute a quorum for the purpose of
electing two directors to represent the holders of Common Stock. Abstentions,
votes withheld and broker non-votes are counted for quorum purposes but are not
counted either as votes cast "For" or "Against". A plurality of the votes cast
by Common Stockholders is required for the election of the two Common Stock
directors. The presence in person or by proxy of the holders of record of a
majority of the combined outstanding shares of Common Stock and Class A Common
Stock entitled to vote at the meeting shall constitute a quorum for purposes of
voting on proposals other than the election of directors. The affirmative vote
of a majority of the votes cast at the meeting by the holders of shares of
Common Stock and holders of shares of Class A Common Stock entitled to vote
thereon, voting as a single class, is required to approve the independent
accountant proposal described in this proxy statement.
ELECTION OF DIRECTORS
Pursuant to a resolution of the Board of Directors adopted on February 4,
1997, two nominees are proposed for election by the Common Stockholders at the
annual meeting. Ambassador Everett E. Briggs and John F. McGillicuddy are the
nominees designated to be voted on by the Common Stockholders. The nominees to
be voted on by the Class A Common Stockholders are Jaime Claro, Augustus B.
Kinsolving, Francis R. McAllister, Kevin R. Morano, Robert J. Muth, Robert M.
Novotny, Richard de J. Osborne, Charles G. Preble, Robert A. Pritzker, Michael
O. Varner, David B. Woodbury, J. Steven Whisler and Douglas C. Yearley.
All of the nominees are currently serving as directors, and with the
exception of Mr. Claro, were elected to the Board of Directors at the Annual
Meeting of Stockholders held on April 25, 1996. Mr. Claro was elected at the
September 6, 1996 Board of Directors meeting to replace Mr. Jay A. Pritzker who
retired effective September 6, 1996. Messrs. Kinsolving, Morano and Preble also
serve as directors of the Company's operating subsidiary, SP Limited.
Proxies in the enclosed form will be voted, unless authority is withheld,
for the election of the two nominees named below. If any person should be
unavailable for election, proxies will be voted for another individual chosen by
the Board of Directors as a substitute for the unavailable nominee.
3
<PAGE> 6
NOMINEES FOR ELECTION AS DIRECTORS REPRESENTING COMMON STOCK
As a Common Stockholder, you will be asked to elect two directors at the
annual meeting. The following two individuals have been nominated for election
to the Board of Directors to represent you until the next annual meeting of
stockholders.
<TABLE>
<CAPTION>
FOR COMMON STOCK DIRECTOR
DIRECTOR AGE SINCE
- ------------------------------- --- --------
<S> <C> <C> <C>
Amb. Everett E. Briggs......... President of Americas Society and 62 January
Council of the Americas since Octo- 1996
ber 1993. Ambassador Briggs was
U.S. Ambassador to Portugal from
1990 to 1993 and previously served
as U.S. Ambassador to Honduras and
Panama.
John F. McGillicuddy........... Director of UAL Corporation, USX Cor- 66 January
poration, Kelso & Company, Inc. and 1996
Empire Blue Cross and Blue Shield.
From December 1991 until December
1993, Mr. McGillicuddy was Chair-
man of the Board and Chief Execu-
tive Officer of the Chemical
Banking Corporation and Chemical
Bank. Mr. McGillicuddy was Chairman
of the Board and Chief Executive
Officer of Manufacturers Hanover
Trust Company from 1979 to 1991.
</TABLE>
4
<PAGE> 7
NOMINEES FOR ELECTION AS DIRECTORS REPRESENTING CLASS A COMMON STOCK
The following thirteen individuals have been nominated for election to the
Board of Directors by the Class A Common Stockholders voting in accordance with
the terms of a Stockholders' Agreement in effect among them. This information is
being provided to Common Stockholders for informational purposes only, as they
will not be asked to vote with respect to these individuals.
<TABLE>
<CAPTION>
CLASS A COMMON
STOCK DIRECTOR AGE POSITION
- --------------------------- --- -------------------------------------------------
<S> <C> <C>
Richard de J. Osborne...... 62 Chairman of the Board and Director
Charles G. Preble.......... 64 President, Chief Executive Officer and Director
Kevin R. Morano............ 43 Vice President and Director
Augustus B. Kinsolving..... 57 Secretary, General Counsel and Director
Jaime Claro................ 61 Director
Francis R. McAllister...... 54 Director
Robert J. Muth............. 63 Director
Robert M. Novotny.......... 48 Director
Robert A. Pritzker......... 70 Director
Michael O. Varner.......... 55 Director
J. Steven Whisler.......... 42 Director
David B. Woodbury.......... 56 Director
Douglas C. Yearley......... 61 Director
</TABLE>
Richard de J. Osborne, Chairman of the Board and Director. Mr. Osborne has
been Chairman of the Board of the Company since February 1996 and a director
since 1976. He has been Chairman of the Board, Chief Executive Officer and
President of Asarco since 1985 and a director of Asarco since 1976. He is also a
director of Schering-Plough Corporation, The BFGoodrich Company, Grupo Mexico
S.A. de C.V. and The Tinker Foundation Incorporated.
Charles G. Preble, President, Chief Executive Officer and Director. Mr.
Preble has been President and Chief Executive Officer of the Company since 1985
and a director since 1984. He is also a director of Interbank, Lima.
Kevin R. Morano, Vice President and Director. Mr. Morano has been Vice
President and a director of the Company since 1993. Mr. Morano has served as
Vice President, Finance and Chief Financial Officer of Asarco since 1993. Prior
to that he was general manager of Asarco's Ray Mine Complex from 1991 to 1993.
From 1989 to 1991 he served as Asarco's Treasurer. He is an alternate director
of Grupo Mexico, S.A. de C.V.
Augustus B. Kinsolving, Secretary, General Counsel and Director. Mr.
Kinsolving has been Secretary of the Company since May 1994, General Counsel
since October 1994 and a director since 1989. He has been a Vice President of
Asarco since 1983, has served as Asarco's General Counsel since 1986 and its
Secretary from 1987 to 1995. He is an alternate director of Grupo Mexico, S.A.
de C.V.
5
<PAGE> 8
Jaime Claro, Director. Mr. Claro has been a director of the Company since
September 1996. He has been President and a director of Cerro Sales Corporation
since prior to 1991. Mr. Claro is also Vice Chairman of Cia. Electro Metalurgica
S.A. and Quemchi S.A., Chairman of Chilean Line Inc., a director of Cristalerias
de Chile S.A. and Navarino S.A., and a director and Vice President of the
Chilean Chamber of Commerce and the Copper Club, Inc.
Francis R. McAllister, Director. Mr. McAllister has been a director of the
Company since 1986 and was Vice President of the Company from 1992 to 1993. He
has been Executive Vice President, Copper Operations of Asarco since 1993. Prior
to that he was Asarco's Executive Vice President and Chief Financial Officer
from 1992 to 1993. From 1986 to 1992 he served as Vice President, Finance and
Administration and Chief Financial Officer. He has been a director of Asarco
since 1988. He is also a director of Grupo Mexico, S.A. de C.V. and
Cleveland-Cliffs Inc.
Robert J. Muth, Director. Mr. Muth has been a director of the Company since
1984. He has been Vice President, Government and Public Affairs of Asarco since
prior to 1991.
Robert M. Novotny, Director. Mr. Novotny has been a director of the Company
since 1995. He has been Vice President, Lead, Zinc, Silver and Mineral
Operations of Asarco since 1993. From 1990 to 1993, he was Vice President,
Operations.
Robert A. Pritzker, Director. Mr. Pritzker has been a director of the
Company since 1983. He is President and Chief Executive Officer of The Marmon
Corporation, and has served in that position for over five years. Mr. Pritzker
is also President and Chief Executive Officer of The Marmon Group, Inc. and
holds executive positions in its more than sixty autonomous member companies. He
is a director of Acxiom Corporation.
Michael O. Varner, Director. Mr. Varner has been a director of the Company
since 1995. He has been Vice President, Environmental Operations of Asarco since
October 1993. Previously, he served as General Manager of Asarco's Western
Metals Division from April 1992 to September 1993 and was Director of Asarco's
Technical Services Center from 1986 to March 1992.
J. Steven Whisler, Director. Mr. Whisler has been a director of the Company
since June 1995. He has been Senior Vice President of Phelps Dodge Corporation
since 1988 and President of Phelps Dodge Mining Company since 1991. He is a
director of Phelps Dodge Corporation, UNOCAL Corporation and Burlington Northern
Santa Fe Corporation.
David B. Woodbury, Director. Mr. Woodbury has been a director of the
Company since April 1996. Mr. Woodbury has been Vice President, Human Resources
of Asarco since March 1993. From 1984 to March 1993, Mr. Woodbury was Vice
President, Human Resources of Ferro Corporation, a specialty materials producer.
Douglas C. Yearley, Director. Mr. Yearley has been a director of the
Company since 1991. He has been Chairman of the Board, President and Chief
Executive Officer of Phelps Dodge Corporation since 1991. Mr. Yearley is a
director of Phelps Dodge Corporation, Lockheed Martin Corporation, USX
Corporation, J.P. Morgan & Co. Incorporated and Morgan Guaranty Trust Company of
New York.
6
<PAGE> 9
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Set forth below is certain information with respect to those persons who
are known by the Company to have been, as of March 7, 1997, the beneficial
owners of more than five percent of the Company's outstanding Common Stock or
Class A Common Stock.
<TABLE>
<CAPTION>
CLASS A COMMON STOCK
COMMON STOCK ---------------------------
--------------------------- SHARES OF PERCENT OF
SHARES OF PERCENT OF CLASS A OUTSTANDING
COMMON STOCK OUTSTANDING COMMON STOCK CLASS A PERCENT OF
BENEFICIALLY COMMON BENEFICIALLY COMMON OUTSTANDING VOTING
OWNED STOCK OWNED STOCK CAPITAL STOCK PERCENTAGE(A)
------------- ----------- ------------ ----------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
ASARCO Incorporated
180 Maiden Lane
New York, NY 10038............... -- -- 43,348,949 65.8% 54.1% 63.0%
Cerro Trading Company, Inc.(b)
225 West Washington Street
Suite 1900
Chicago, IL 60606................ -- -- 11,378,088 17.3 14.2 16.5
Phelps Dodge Overseas
Capital Corporation(c)
2600 North Central Avenue
Phoenix, AZ 85004................ -- -- 11,173,796 16.9 13.9 16.3
The Pritzker Family
Philanthropic Fund
200 West Madison Street
Chicago, IL 60606................ 2,850,000 20% -- -- 3.6 0.8
</TABLE>
- ---------------
(a) The Company's Certificate provides that, except with respect to the election
of directors or as required by law, the Common Stock and the Class A Common
Stock vote together as a single class, with each share of Common Stock
entitled to one vote and each share of Class A Common Stock entitled to
five votes.
(b) A subsidiary of The Marmon Corporation.
(c) A subsidiary of Phelps Dodge Corporation.
7
<PAGE> 10
The Class A Common Stockholders have entered into the Stockholders'
Agreement, which contemplates, among other things, a Board of Directors composed
of 15 members, one of whom is the President of the Company.
Under the terms of the Stockholders' Agreement, each Class A Common
Stockholder has the right to nominate that number of 12 directors which is in
proportion to the percentage of Class A Common Stock owned by it (or its
affiliates) out of the aggregate Class A Common Stock then owned by all holders
of Class A Common Stock (without any minimum required number of shares), rounded
to the nearest whole director, with 0.5 being rounded up. If this would result
in the Class A Common Stockholders, as a group, being entitled to elect more
than 12 directors, the Stockholders' Agreement contains a formula for rounding
up or rounding down as necessary to apportion the 12 directors among the Class A
Common Stockholders. The Class A Common Stockholders have also agreed to
nominate and vote for the President as a director.
The Stockholders' Agreement terminates, and each share of Class A Common
Stock automatically converts into one share of Common Stock (voting share for
share as a single class on all matters including election of directors), if at
any time the number of shares of Class A Common Stock owned by the Class A
Common Stockholders (or affiliates of the Class A Common Stockholders) is less
than 35% of the outstanding shares of Class A Common Stock and Common Stock of
the Company. In addition, the rights and obligations of each Class A Common
Stockholder under the Stockholders' Agreement terminate in the event such Class
A Common Stockholder (or its affiliates) ceases to own shares of Class A Common
Stock.
8
<PAGE> 11
BENEFICIAL OWNERSHIP OF MANAGEMENT
The information set forth below as to the shares of Common Stock of the
Company beneficially owned by the nominees, directors and executive officers
named in the Summary Compensation Table below and by all nominees, directors and
officers as a group is stated as of December 31, 1996, except as otherwise
indicated below.
<TABLE>
<CAPTION>
SOUTHERN PERU COPPER CORPORATION
SHARES OF -----------------------------------
THE ADDITIONAL
COMPANY'S SHARES PERCENT OF
COMMON STOCK DEEMED OUTSTANDING
BENEFICIALLY BENEFICIALLY CAPITAL
OWNED(A) OWNED(B) TOTALS STOCK
------------ ------------ ------ -----------
<S> <C> <C> <C> <C>
Everett E. Briggs(c)............................. 721 -- 721 (d)
Jaime Claro(c)................................... 200 -- 200 (d)
Augustus B. Kinsolving(e)........................ 621 -- 621 (d)
Francis R. McAllister(c)......................... 1,472 -- 1,472 (d)
John F. McGillicuddy............................. 400 -- 400 (d)
Kevin R. Morano(c)............................... 1,472 -- 1,472 (d)
Robert J. Muth(c)................................ 1,400 -- 1,400 (d)
Robert M. Novotny................................ 946 -- 946 (d)
Ronald J. O'Keefe................................ 1,650 8,800 10,450 (d)
Richard de J. Osborne(f)......................... 2,524 -- 2,524 (d)
Guillermo D. Payet............................... 1,065 -- 1,065 (d)
Charles G. Preble(g)............................. 8,053 19,000 27,052 (d)
Robert A. Pritzker(h)............................ 200 -- 200 (d)
Eduardo Santistevan.............................. 1,213 3,800 5,013 (d)
Charles B. Smith................................. 2,200 10,300 12,500 (d)
Michael O. Varner(c)(i).......................... 814 -- 814 (d)
J. Steven Whisler................................ 400 -- 400 (d)
David B. Woodbury(c)............................. 1,700 -- 1,700 (d)
Douglas C. Yearley............................... 400 -- 400 (d)
All nominees, directors and officers of the
Company as a group (23 individuals)............ 32,441 48,600 81,041 (d)
</TABLE>
- ---------------
<TABLE>
<S> <C>
(a) Information with respect to beneficial ownership is based upon information furnished by
each nominee, director or officer. Except as noted below, all nominees, directors and
officers have sole voting and investment power over the shares beneficially owned by
them.
(b) Consists of shares of Common Stock of the Company deemed beneficially owned under
regulations of the Securities and Exchange Commission because such shares may be
acquired within 60 days after December 31, 1996, through the exercise of options
granted under the Company's Stock Incentive Plan.
(c) See also the information below on Common Stock Equivalents.
</TABLE>
9
<PAGE> 12
<TABLE>
<S> <C>
(d) Less than 0.5%.
(e) As of January 31, 1997.
(f) Includes 2,103 shares over which Mr. Osborne and his wife share voting and investment
power.
(g) Includes 2,103 shares over which Mr. Preble and his wife share voting and investment
power. Does not include 12 shares of the Company's Common Stock owned by Mr. Preble's
wife as to which Mr. Preble disclaims beneficial ownership.
(h) Does not include 200 shares of the Company's Common Stock owned by Mr. Pritzker's wife
as to which Mr. Pritzker disclaims beneficial ownership. In addition, trusts created
for the benefit of certain lineal descendants of Nicholas J. Pritzker, deceased, may be
deemed to indirectly control Cerro, the record and beneficial owner of certain shares
of the Company. Mr. Robert A. Pritzker disclaims beneficial ownership of shares of the
Company beneficially owned by Cerro.
(i) Mr. Varner and his wife share voting and investment power over these shares.
</TABLE>
COMMON STOCK EQUIVALENTS
The following table sets forth the per share number of Common Stock
Equivalents credited as of December 31, 1996, to the accounts of the Company's
directors under the Company's Deferred Fee Plan for Directors. Under the Plan,
payments are made in cash following retirement depending on the market value of
the Common Stock at that time. Amounts shown reflect the number of share
equivalents credited under the Plan plus dividends credited. For additional
information regarding the Plan, see "Compensation of Directors" below.
<TABLE>
<CAPTION>
DEFERRED FEE PLAN
DIRECTOR COMMON STOCK EQUIVALENTS
-------------------------------------------------------------------------------
<S> <C>
Everett E. Briggs...................................... 1,502
Jaime Claro............................................ 554
Francis R. McAllister.................................. 1,296
Kevin R. Morano........................................ 1,499
Michael O. Varner...................................... 1,296
Robert J. Muth......................................... 1,296
David B. Woodbury...................................... 661
-----
Total........................................ 8,104
</TABLE>
10
<PAGE> 13
In addition, in satisfaction of applicable rules of the Securities and
Exchange Commission, information is set forth below as to the shares of Asarco
common stock beneficially owned by the nominees, directors and executive
officers named in the Summary Compensation Table below and by all nominees,
directors and officers as a group. This information is stated as of December 31,
1996.
<TABLE>
<CAPTION>
ASARCO INCORPORATED
-----------------------------------------------
SHARES OF ADDITIONAL
ASARCO'S SHARES
COMMON STOCK DEEMED PERCENT
BENEFICIALLY BENEFICIALLY OF
OWNED(A) OWNED(B) TOTALS CLASS
------------ ------------ ------- -------
<S> <C> <C> <C> <C>
Everett E. Briggs................................. -- -- -- --
Jaime Claro....................................... -- -- -- --
Augustus B. Kinsolving(c)......................... 12,179 53,600 65,779 (d)
Francis R. McAllister(c).......................... 34,635 110,340 144,975 (d)
John F. McGillicuddy.............................. -- -- -- --
Kevin R. Morano(c)................................ 16,921 48,900 65,821 (d)
Robert J. Muth(c)................................. 11,692 27,823 39,515 (d)
Robert M. Novotny(c).............................. 13,304 25,800 39,104 (d)
Ronald J. O'Keefe(c)(e)........................... 4,190 11,600 15,790 (d)
Richard de J. Osborne(c)(f)....................... 113,831 283,000 396,831 .9%
Guillermo D. Payet................................ -- -- -- --
Charles G. Preble................................. -- -- -- --
Robert A. Pritzker................................ -- -- -- --
Eduardo Santistevan............................... -- -- -- --
Charles B. Smith.................................. -- -- -- --
Michael O. Varner(c).............................. 5,870 12,400 18,270 (d)
J. Steven Whisler................................. -- -- -- --
David B. Woodbury(c).............................. 5,496 9,700 15,196 (d)
Douglas C. Yearley................................ -- -- -- --
All nominees, directors and officers of the
Company as a group (23 individuals)............. 223,586 599,563 823,149 1.9%
</TABLE>
- ---------------
(a) Information with respect to beneficial ownership is based upon information
furnished by each nominee, director or officer. Except as noted below, all
nominees, directors and officers have sole voting and investment power over
the shares beneficially owned by them.
(b) Consists of shares of Asarco common stock deemed beneficially owned under
regulations of the Securities and Exchange Commission because such shares
may be acquired within 60 days after December 31, 1996, through the exercise
of options granted under Asarco's Stock Incentive Plan or the previous
Asarco Stock Option Plan.
(c) Includes restricted Asarco common stock awarded under Asarco's Stock
Incentive Plan to certain of the Company's officers and directors, and still
subject to restrictions, as follows: 5,900 to Mr. Kinsolving; 12,580 to Mr.
McAllister; 9,570 to Mr. Morano; 6,380 to Mr. Muth; 7,640
11
<PAGE> 14
to Mr. Novotny; 1,360 to Mr. O'Keefe (relating to compensation by Asarco
prior to his employment by the Company); 46,300 to Mr. Osborne; 2,750 to Mr.
Varner and 2,650 to Mr. Woodbury.
(d) Less than .5%.
(e) Does not include 610 shares of Asarco common stock owned by Mr. O'Keefe's
daughters as to which Mr. O'Keefe disclaims beneficial ownership.
(f) Includes 4,849 shares of Asarco common stock over which Mr. Osborne and his
wife share voting and investment power.
COMMITTEE REPORTS ON EXECUTIVE COMPENSATION
EXECUTIVE COMMITTEE
The Executive Committee of the Board of Directors of the Company, acting as
the Compensation Committee, furnished the following report on compensation of
executive officers in 1996. For fiscal year 1996, the members of the Executive
Committee were Messrs. Kevin R. Morano, Richard de J. Osborne, Charles G.
Preble, Robert A. Pritzker and Douglas C. Yearley. The Committee met three times
in 1996.
During 1996, the Executive Committee considered and made recommendations to
the Board of Directors with respect to the base salaries of the Company's
executive officers, other than those executive officers who are also officers
of, and compensated by, Asarco. Mr. Charles G. Preble, President and Chief
Executive Officer of the Company, is Chairman of the Executive Committee. He did
not, however, participate in deliberations of the Committee with respect to his
compensation.
The 1996 target levels for the base salaries of the executive officers were
determined with the assistance of an independent compensation consulting
organization which established target compensation levels for each position
based on competitive data and the responsibilities and value of each executive
position. The Executive Committee considered compensation information from other
companies in the mining and metals industry and comparably sized and both larger
and smaller companies in other industries. The Executive Committee then
considered individual and corporate performance in establishing salary levels
within a competitive range.
The Executive Committee set base salaries at levels intended to be
competitive with the Company's industry peers. The Committee also considered the
Company's performance relative to its industry peers. In this regard, the
Company's success in meeting transactional, operational and financial objectives
was taken into consideration. In 1996, for executive officers other than Mr.
Preble, base salaries were increased by an average of approximately 3.5%. In
1996, Mr. Preble was awarded a salary increase of 7.5% in recognition of his
performance, which exceeded expectations.
The Executive Committee also considered the cash incentive compensation to
be paid to each of the Company's executive officers with respect to 1996
performance. Annual cash incentive payments to key salaried employees of the
Company are determined by the Executive Committee under the Southern Peru Copper
Corporation Incentive Compensation Plan. A target level of annual
12
<PAGE> 15
incentive compensation is established for each eligible employee based on the
level of responsibility attached to such employee's position. For executive
officers these targets are set at competitive median levels. The officers'
levels of responsibility are determined by the Executive Committee after review
of substantially equivalent positions among the Company's peers.
Under the Incentive Compensation Plan, awards to employees are increased or
decreased from a predetermined target level, based upon performance measured at
two levels: individual and Company-wide. The Company's performance in 1996 was
evaluated against certain objectives previously established by the Board of
Directors. Among such objectives were: the completion of certain transactions;
the achievement of certain production, expense and profit goals and the
completion of certain financial transactions. The Executive Committee also took
note of the Company's environmental performance in 1996 and programs to improve
environmental performance. The degree to which the Company met its objectives
was expressed as a corporate performance rating determined by the Company's
Board of Directors with the recommendation of its Executive Committee.
The Executive Committee and the Board of Directors determined that the
Company had achieved a 1996 corporate performance rating of 125% and concluded
that annual cash incentive payments should be made to each of the Company's
executive officers, other than those executive officers who are compensated by
Asarco, adjusted to reflect the Committee's assessment of each officer's
individual performance. Awards were reduced by the Peruvian government-mandated
workers' profit sharing payments. Although a member of the Executive Committee,
Mr. Preble did not participate in deliberations related to his compensation. The
Committee and the Board considered that Mr. Preble's performance continued to
exceed expectations and merited an increased individual award adjustment of 25%.
During 1996 the Executive Committee considered and adopted recommendations
to establish a structure to provide for the on-going administration and control
of base pay and replace certain elements of cash compensation to expatriate
employees, including programs that awarded a month's salary upon return from
vacation and, after five years of service, five percent of salary for every five
years worked, with a new foreign service premium consisting of an annual payment
equal to 20% (for individuals located in Lima, Peru) or 30% (for individuals
located elsewhere in Peru) of the mid-point of the individual's salary grade.
(By contract, Mr. Ronald J. O'Keefe is paid a foreign service premium of 35% of
his salary mid-point.) These changes in cash compensation were made to make cash
compensation and practices more comparable with compensation in the competitive
market. Additionally, long-term incentive awards were made for the first time in
March 1996 pursuant to the Company's Stock Incentive Plan, which is administered
by the Stock Incentive Plan Committee.
Under Section 162 of the Internal Revenue Code of 1986, as amended, the
Company may not deduct, with certain exceptions, compensation in excess of $1
million to the Chief Executive Officer and the four other highest paid executive
officers as required to be reported in the Company's proxy statement. The
Executive Committee does not believe that Section 162(m) will have any immediate
material impact on the Company because, among other things, the principal taxing
jurisdiction is Peru. The Executive Committee will, however, continue to monitor
the Company's executive
13
<PAGE> 16
compensation programs to ensure their effectiveness and efficiency in light of
the Company's needs, including Section 162(m).
Charles G. Preble, Chairman
Kevin R. Morano
Richard de J. Osborne
Robert A. Pritzker
Douglas C. Yearley
STOCK INCENTIVE PLAN COMMITTEE
The Stock Incentive Plan Committee of the Board of Directors of the Company
was appointed in February 1996 to administer the Company's Stock Incentive Plan.
The members of the Committee are Amb. Everett E. Briggs and Mr. John F.
McGillicuddy. The Committee met once in 1996.
The Committee selects officers and other employees for participation and
decides upon the timing, pricing and amount of awards and benefits granted under
the Stock Incentive Plan. The members of the Stock Incentive Plan Committee are
non-employee directors who satisfy the requirements of Rule 16b-3 under the
Securities Exchange Act of 1934, as amended.
Long-term incentive compensation awarded in 1996 consisted of awards of
restricted stock and/or stock options and was designed to link the interests of
executive officers and selected employees with those of stockholders by
providing an incentive to manage the business of the Company as an owner with an
equity stake. The first awards under the Plan were made in March 1996 to
selected officers and employees. Awards were made within long-term incentive
targets based upon analyses by the Company's compensation consultant and
consideration of each executive's and employee's performance. In the case of the
Chief Executive Officer, the Committee also considered his performance and
responsibility in directing the Company's performance.
Everett E. Briggs
John F. McGillicuddy
14
<PAGE> 17
EXECUTIVE COMPENSATION
Set forth below is certain information concerning the compensation for
services in all capacities to the Company for fiscal years 1996, 1995 and 1994
of the Company's Chief Executive Officer and the other four most highly
compensated executive officers of the Company.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION AWARDS
--------------------------------------------
ANNUAL COMPENSATION SECURITIES
--------------------------------------------- RESTRICTED UNDERLYING
NAME AND OTHER ANNUAL STOCK OPTIONS ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(A) AWARDS(B) (SHARES) COMPENSATION(C)
- ------------------------- ----- -------- -------- --------------- ---------- ---------- ------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Charles G. Preble........ 1996 $336,933 $196,812 $ 131,029 $ 89,950 19,000 $151,877
President and Chief 1995 317,333 144,720 121,517 -- -- 195,219
Executive Officer 1994 300,000 150,000 126,768 -- -- 137,547
Charles B. Smith......... 1996 288,583 119,609 85,534 32,050 10,300 115,674
Executive Vice 1995 271,500 76,000 9,357 -- -- 149,789
President 1994 258,760 95,700 22,547 -- -- 98,371
Ronald J. O'Keefe........ 1996 220,004 77,682 114,562 26,503 8,800 88,856
Executive Vice 1995 159,000(d) 99,600(d) 18,000(d) -- -- 111,491(d)(e)
President
Eduardo Santistevan...... 1996 175,893 38,996 77,420 6,827 3,800 75,006
Vice President 1995 168,329 47,100 77,249 -- -- 98,747
1994 161,579 49,700 76,083 -- -- 66,060
Guillermo D. Payet....... 1996 155,579 6,152 90,496 -- -- 65,527
Vice President 1995 154,579 43,300 56,993 -- -- 89,797
1994 149,579 46,100 31,019 -- -- 60,605
</TABLE>
- ---------------
(a) Other Annual Compensation consists of Company-sponsored programs that relate
to the geographic distance of the Company's operations from countries from
which employees are recruited, and address the Company's need to recruit and
retain certain qualified employees in those employment positions in Peru in
which their services are needed by the Company. During 1996, these programs
included: a foreign service premium, a program awarding one month's
additional salary upon the employee's return from vacation, a program
awarding five percent of base salary for every five years worked, a program
reimbursing travel costs for the employee and his family to travel back to
their home country, an education assistance program and a program awarding
an allowance to employees residing in Lima. During 1996 changes were made in
the Company's compensation practices which eliminated the vacation award and
the five percent service award for expatriate employees, as explained above
in "Committee Reports on Executive Compensation." In most cases compensation
received by a named officer under any one of these programs in 1996 did not
exceed 25% of the total Other Annual Compensation reported for such officer
in those years. Compensation amounts exceeding 25% of a named officer's
total Other Annual Compensation in 1996 were as follows: Charles G. Preble,
a $40,705 service award and a $47,172 foreign service premium; Charles B.
Smith, a $22,750 vacation award and a $53,493 foreign service premium;
Ronald J. O'Keefe, a $36,710 housing allowance and a $65,045 foreign service
premium; Eduardo Santistevan, a $22,252
15
<PAGE> 18
foreign service premium; and Guillermo D. Payet, a $29,900 housing
allowance. Mr. Santistevan is the brother-in-law of Mr. Preble.
(b) Dollar values of restricted stock awards are shown as of the date of grant.
The number and dollar value of restricted stock holdings owned at December
31, 1996, and still subject to restrictions are as follows: Mr. Preble,
5,600/$81,900; Mr. Smith, 2,000/$29,250; Mr. O'Keefe, 1,650/$24,131; and Mr.
Santistevan, 425/$6,216. Restrictions on such shares lapse in equal
installments over five years beginning on the first grant-date anniversary.
Cash dividends paid on shares of restricted stock are not subject to
restrictions.
(c) The components of All Other Compensation are as follows. Each of these
programs is mandated by Peruvian law.
Workers' Participation. Under applicable Peruvian law, each worker in
Peru, including the named executive officers working in Peru, receives a
workers' participation in pre-tax earnings of the Peruvian Branch of the
Company. Under this program, Messrs. Preble, Smith, O'Keefe, Santistevan
and Payet received $57,876, $48,391, $39,318, $31,004 and $27,598,
respectively, with respect to 1996.
Private Pension System (AFP). Pursuant to the requirements of the
Peruvian private pension fund system (AFP), funds were paid to Messrs.
Preble, Smith, O'Keefe, Santistevan and Payet in amounts of $54,994,
$36,871, $23,935, $24,889 and $23,032, respectively, in 1996.
Severance Benefit. Peruvian law requires one month of regular income
each year to be accrued for severance benefits for each employee (whether
Peruvian or expatriate) working in Peru. Peruvian law requires a deposit of
one-twelfth of an employee's annual salary, vacation return and service
award bonus, as applicable, in a bank account of the employee's choosing
each year. The money accrues interest until the employee terminates
employment, at which time the employee is eligible to receive the funds.
Under this program, severance benefits were deposited on behalf of Messrs.
Preble, Smith, O'Keefe, Santistevan and Payet in amounts of $39,007,
$30,412, $25,603, $19,113 and $14,897, respectively, in 1996.
(d) For the period April 1, 1995 (date of hire) to December 31, 1995.
(e) Includes a foreign service premium of $74,200 paid in 1995.
16
<PAGE> 19
OPTION GRANTS, EXERCISES, AND FISCAL YEAR-END VALUES
Set forth below is further information on grants of stock options under the
Company's Stock Incentive Plan for the period March 25, 1996 to December 31,
1996.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------------------------
% OF TOTAL GRANT
NUMBER OF OPTIONS VALUE
SHARES GRANTED TO ----------
UNDERLYING EMPLOYEES EXERCISE GRANT-DATE
OPTIONS IN OR BASE EXPIRATION PRESENT
NAME GRANTED(1) FISCAL YEAR PRICE $/SH. DATE VALUE(2)
- ------------------------------------ ---------- -------------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Charles G. Preble 19,000 33.5% $ 16.0625 3/24/06 $129,637
Charles B. Smith 10,300 18.2% $ 16.0625 3/24/06 70,277
Ronald J. O'Keefe 8,800 15.5% $ 16.0625 3/24/06 60,042
Eduardo Santistevan 3,800 6.7% $ 16.0625 3/24/06 25,927
Guillermo Payet -- -- -- -- --
</TABLE>
- ---------------
(1) The options were awarded under the Company's Stock Incentive Plan. The
option price per share equals the fair market value of the Company's Common
Stock on the date of grant. The options provide for limited rights
exercisable upon the occurrence of specified events that may materially
affect the value of the Company's Common Stock and are designated as such by
the Committee that administers the Plan, including a tender or exchange
offer for shares of the Company's Common Stock, the replacement of a
majority of the Board as a result of a proxy contest, a merger or
reorganization of the Company, or a liquidation or dissolution of the
Company. If an exercise event occurs, the holder is entitled to receive the
cash value of the options at the highest market value that the shares traded
over a period of sixty days preceding the event or, in the event of the
consummation of a tender offer, the tender offer price, in each case, less
the exercise price.
(2) Based on the Black-Scholes option pricing model, a widely recognized method
of valuing options, the value per option on the grant date was $6.823. The
following assumptions were used in determining the value of the options
using the model: expected volatility of 39.72% based on the volatility of
the Common Stock as traded on the New York Stock Exchange from the start of
trading on January 5 to March 25, 1996; an annual dividend rate of $0.06 per
share based upon the ten year average dividend rate paid per share; a risk
free rate of return of 5.97% based on the yield of the five year U.S.
treasury notes as of the grant date; and exercise of the option five years
after the grant date. The actual value, if any, an executive may realize
will depend on the excess of the stock price over the exercise price on the
date the option is exercised, so that there is no assurance the value
realized by an executive will be at or near the value estimated by the
Black-Scholes model. The model is used for valuing market traded options and
is not directly applicable to valuing stock options granted under the
Company's Stock Incentive Plan which cannot be sold.
17
<PAGE> 20
All outstanding options were exercisable at December 31, 1996, and as of
that date, unexercised options were held as follows: Mr. Preble, 19,000; Mr.
Smith, 10,300; Mr. O'Keefe, 8,800; and Mr. Santistevan, 3,800. No options were
exercised during 1996 and no outstanding options were "in the money" at December
31, 1996.
RETIREMENT PLANS
Retirement Benefits Plan. The following table shows the estimated amount of
annual retirement income payable to employees for life, commencing at normal
retirement at age 65 in 1997 under the Company's qualified noncontributory
defined benefit Retirement Benefits Plan (the "Retirement Plan"), covering
substantially all salaried employees in the United States and the U.S.
expatriate employees in Peru, together with certain employees of subsidiaries,
and a supplemental retirement plan (the "Supplemental Plan"). Benefits are
calculated using an average of the highest consecutive 60 months of the last 120
months of compensation received, minus a Social Security offset. The Company's
funding policy is to contribute amounts to the Retirement Plan sufficient to
meet the minimum funding requirements set forth in the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), plus such additional amounts
as may be determined to be appropriate from time to time. The Supplemental Plan
is a non-qualified supplemental retirement plan under which any benefits not
payable from Retirement Plan assets by reason of the limitations imposed by the
Internal Revenue Code of 1986, as amended, are paid from the Company's general
corporate funds. The figures below reflect a straight life annuity benefit
assuming normal retirement at age 65 and are subject to Social Security offsets
assuming Social Security benefit levels as in effect on January 1, 1997.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
-------------------------------------------------------------------------
REMUNERATION 15 20 25 30 35 40
- ----------------------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$125,000..................... $ 25,488 $ 33,984 $ 42,480 $ 50,976 $ 59,472 $ 67,968
150,000..................... 31,113 41,484 51,855 62,226 72,597 82,968
175,000..................... 36,738 48,984 61,230 73,476 85,722 97,968
200,000..................... 42,363 56,484 70,605 84,726 98,847 112,968
225,000..................... 47,988 63,984 79,980 95,976 111,972 127,968
250,000..................... 53,613 71,484 89,355 107,226 125,097 142,968
275,000..................... 59,238 78,984 98,730 118,476 138,222 157,968
300,000..................... 64,863 86,484 108,105 129,726 151,347 172,968
325,000..................... 70,488 93,984 117,480 140,976 164,472 187,968
350,000..................... 76,113 101,484 126,855 152,226 177,597 202,968
375,000..................... 81,738 108,984 136,230 163,476 190,722 217,968
400,000..................... 87,363 116,484 145,605 174,726 203,847 232,968
425,000..................... 92,988 123,984 154,980 185,976 216,972 247,968
450,000..................... 98,613 131,484 164,355 197,226 230,097 262,968
475,000..................... 104,238 138,964 173,730 208,476 243,222 277,968
500,000..................... 109,863 146,484 183,105 219,726 256,347 292,968
525,000..................... 115,488 153,984 192,480 230,976 269,472 307,968
550,000..................... 121,113 161,484 201,855 242,226 282,597 322,968
575,000..................... 126,738 168,984 211,230 253,476 295,722 337,968
</TABLE>
18
<PAGE> 21
As of January 31, 1997, the following officers had completed the number of
years of service indicated: Charles G. Preble, 40 years; Charles B. Smith, 4
years; Ronald J. O'Keefe, 1 year; and Guillermo D. Payet, 11 years. The amounts
of covered compensation of such persons for calendar year 1996 were: Charles G.
Preble, $466,000; Charles B. Smith, $349,000; and Guillermo D. Payet, $198,879,
and consisted of basic salary and bonuses in the year received. Ronald J.
O'Keefe has one year of service with SPCC but has 35 years of service with
Asarco. Under the Retirement Benefit Plan for Salaried Employees of Asarco (the
"Asarco Plan") and the SPCC Retirement Plan, his covered compensation is
$311,600. Mr. Preble's and Mr. O'Keefe's benefits are offset by the accrued
vested benefits payable to them under the Asarco Plan for the periods of June
11, 1956 through June 30, 1979 and January 27, 1960 through March 31, 1995,
respectively, for which Asarco will pay the accrued benefits up to the time of
initiation of coverage by SPCC, without duplication of benefits.
Offshore Pension Plan. The following table shows the estimated amount of
annual retirement income payable to employees for life, commencing at normal
retirement at age 65 and under the Company's nonqualified noncontributory
defined benefit Retirement Plan and Trust for Selected Employees (the "Offshore
Pension Plan"). The Offshore Pension Plan covers selected non-U.S.-citizen
expatriate salaried employees in Peru. Benefits are calculated using 1.5% of the
employee's final salary rate multiplied by the number of years of the employee's
credited service. The figures below reflect a straight life annuity benefit
assuming normal retirement at age 65. The benefits are not subject to any offset
for Peruvian governmental benefits. Effective January 1, 1997, covered employees
under the Offshore Pension Plan will cease to accrue benefits under the Offshore
Pension Plan and will participate in and accrue benefits under the Retirement
Plan.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
-------------------------------------------------------------------------
REMUNERATION 15 20 25 30 35 40
- ----------------------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$125,000..................... $ 28,125 $ 37,500 $ 46,875 $ 56,250 $ 65,625 $ 75,000
150,000..................... 33,750 45,000 56,250 67,500 78,750 90,000
175,000..................... 39,375 52,500 65,625 78,750 91,875 105,000
200,000..................... 45,000 60,000 75,000 90,000 105,000 120,000
225,000..................... 50,625 67,500 84,375 101,250 118,125 135,000
250,000..................... 56,250 75,000 93,750 112,550 131,250 150,000
275,000..................... 61,875 82,500 103,125 123,750 144,375 165,000
300,000..................... 67,500 90,000 112,500 135,000 157,500 180,000
325,000..................... 73,125 97,500 121,875 146,250 170,625 195,000
350,000..................... 78,750 105,000 131,250 157,500 183,750 210,000
375,000..................... 84,375 112,500 140,625 168,750 196,875 225,000
400,000..................... 90,000 120,000 150,000 180,000 210,000 240,000
425,000..................... 95,625 127,500 159,375 191,250 223,125 255,000
450,000..................... 101,250 135,000 168,750 202,500 236,250 270,000
475,000..................... 106,875 142,500 178,125 213,750 249,375 285,000
500,000..................... 112,500 150,000 187,500 225,000 262,500 300,000
</TABLE>
19
<PAGE> 22
As of January 31, 1997, Eduardo Santistevan had completed 13 years of
service and his covered compensation for calendar year 1996 was $222,993.
SEVERANCE BENEFIT
As described in Note (c) to the Summary Compensation Table above, the
Company provides severance benefits as required by Peruvian law.
EMPLOYMENT AGREEMENTS
Pursuant to Peruvian laws concerning expatriate employees, all of the five
named executive officers have entered into employment agreements. These
contracts generally are for terms of three years and may be extended for
additional periods. Pursuant to Peruvian law, those expatriate employees whose
spouses and/or children are Peruvian citizens have agreements for unlimited
terms. Of the five named executive officers, Messrs. Preble, Santistevan and
Payet have agreements with unlimited terms. In accordance with the terms of the
contracts, the Company agrees to provide expatriate employees with benefits as
required by Peruvian law. The contracts provide that the Company may dismiss
expatriate employees for certain serious offenses. In other instances of
termination, the Company is required to provide 90 days' notice of termination.
Terminated employees are also entitled to receive severance benefits as required
by Peruvian law. Under the contracts, employees may resign at any time by
providing the Company with 30 days' notice.
20
<PAGE> 23
SHAREHOLDER RETURN PERFORMANCE PRESENTATION
Set forth below is a line graph comparing the percentage change in the
cumulative total return on the Company's Common Stock against the cumulative
total return on the S&P Composite 500 Stock Index and the S&P Metals
Miscellaneous Group Index. The Company's Common Stock commenced trading on the
New York Stock Exchange on January 5, 1996. The chart below analyzes the total
return on SPCC's Common Stock for the period commencing January 5, 1996 and
ending December 31, 1996, compared to the total return of the S&P 500 and the
S&P Metals Miscellaneous Group for the one year period commencing December 31,
1995 and ending December 31, 1996. In 1996, SPCC's stock declined 0.9% compared
to positive returns of 23.0% for the S&P 500 and 2.0% for the S&P Metals
Miscellaneous Group.
COMPARISON OF ONE YEAR CUMULATIVE TOTAL RETURN*
SPCC, S&P 500 INDEX & S&P METALS MISC. GROUP INDEX**
<TABLE>
<CAPTION>
MEASUREMENT PERIOD S&P METALS
(FISCAL YEAR COVERED) SPCC S&P 500 GROUP
<S> <C> <C> <C>
1995 100 100 100
1996 99.06 122.96 102.03
</TABLE>
* TOTAL RETURN ASSUMES REINVESTMENT OF DIVIDENDS
** ASSUMES $100 INVESTED ON 01/05/96 IN SPCC COMMON STOCK, AND ON 12/31/95 IN
THE S&P 500 INDEX & S&P METALS
CERTAIN TRANSACTIONS
Asarco provides various support services to the Company. In 1996, these
activities were principally related to legal, tax and treasury support services.
Asarco is reimbursed for those support services at cost. The total amount paid
by the Company to Asarco for such services in 1996 was $0.8 million.
Additionally, the Company agreed to pay Asarco a fee of $500,000 for services of
Asarco's senior management in connection with the arranging of financings for
the Company's expansion and modernization program.
21
<PAGE> 24
The Class A Common Stockholders and/or their affiliates purchase copper
products from the Company from time to time at prices determined on an
arm's-length basis by reference to the LME market price for copper at such time.
Management believes these transactions to be on terms as favorable as could be
obtained from unaffiliated parties. The Company expects that its policy of
determining prices for related party transactions on an arm's-length basis by
reference to the LME market price for copper at the time of any such transaction
will be continued. Sales of copper to the Class A Common Stockholders amounted
to $71.8 million in 1996.
Asarco purchased copper products from SPCC during 1996 in the amount of
$46.5 million. Richard de J. Osborne, Francis R. McAllister, Kevin R. Morano,
Augustus B. Kinsolving, Robert J. Muth, Robert M. Novotny, Michael O. Varner and
David B. Woodbury are executive officers of Asarco. Each is a director of the
Company.
Cerro Sales Corporation, an entity related to Cerro, purchased copper
products from the Company during 1996 in the amount of $14.4 million. Robert A.
Pritzker is Chairman of the Board and a director of Cerro Sales Corporation and
Jaime Claro is a director of Cerro Sales Corporation and its President. Messrs.
Pritzker and Claro are directors of the Company.
Phelps Dodge Refining Corporation, an affiliate of Phelps Dodge and Phelps
Dodge Corporation, purchased copper products from the Company in the amount of
$10.9 million in 1996. Douglas C. Yearley is Chairman of the Board, President
and Chief Executive Officer of Phelps Dodge Corporation. J. Steven Whisler is
Senior Vice President of Phelps Dodge Corporation. Messrs. Yearley and Whisler
are directors of the Company.
During 1996, the Company purchased steel castings at an aggregate price of
approximately $134,000 from Cia. Electro Metalurgica S.A. ("Electro"). In
addition, the Company contracted an aggregate of $9.9 million for shipping
services to and from Peru by Cia. Sud Americana de Vapores, S.A. ("CSAV"), a
company indirectly controlled by Quemchi, S.A. ("Quemchi"). Mr. Jaime Claro is
Vice Chairman of Electro and Quemchi, and his direct and indirect family
interests in both companies exceed 10%. Mr. Claro is also Chairman of Chilean
Line Inc., which is the agent for and is owned by CSAV.
The Company believes that the foregoing transactions were entered into on
arm's-length bases on terms as favorable as could be obtained from other third
parties. It is anticipated that in the future the Company will enter into
similar transactions with the same parties.
ADDITIONAL INFORMATION
Effective February 4, 1997, the Board of Directors established a
Compensation Committee, composed of Messrs. Kevin R. Morano, Richard de J.
Osborne, Robert A. Pritzker and Douglas C. Yearley, to establish policies for
total compensation and benefits, and to administer the Company's salary and cash
incentive programs. The functions of the Compensation Committee also include
making recommendations to the Board with respect to election of and title
changes for all corporate executive officers. Previously, these functions were
performed by the Executive Committee, which is composed of Messrs. Morano,
Osborne, Preble, Pritzker and Yearley; however, Mr. Preble did not act on the
Executive Committee with respect to his own compensation.
Recommendations for nominees to the Board of Directors to represent Common
Stockholders should be sent in writing to the Secretary of the Company. The
Company's By-Laws define notice
22
<PAGE> 25
procedures to be followed by Common Stockholders seeking to nominate directors
for election. Under the By-Laws, a Common Stockholder seeking to nominate a
director for election by Common Stockholders must give written notice to the
Secretary of the Company at least 90 days in advance of the anniversary date of
the immediately preceding annual meeting, or within 10 days of the giving of
notice of a special meeting. The notice must provide specific biographical data
with respect to each nominee, including such information as is required to be
included in the Company's proxy statement, and a representation by the Common
Stockholder that he or she is a holder of record entitled to vote at the meeting
and that he or she intends to appear in person or by proxy to make the
nomination. Nominations for the Company's 1998 annual meeting of stockholders
must be received by January 31, 1998.
The Board of Directors met four times in 1996, with 100% attendance by
Messrs. Briggs and McGillicuddy, the two directors representing holders of
Common Stock. Of the 13 directors representing Class A Common Stock, all of the
directors standing for reelection by the holders of Class A Common Stock
attended 100% of the meetings, with the exception of Messrs. Pritzker and
Yearley, who each attended 50% of the meetings. The Executive Committee met
three times during 1996, with 100% attendance including the presence of
alternates.
COMPENSATION OF DIRECTORS
During 1996 directors who were not compensated as employees of the Company
were paid a basic fee of $15,000 plus $1,000 for attendance at each meeting of
the Company's Board or of any Committee of the Board on which they serve. The
Company has a Directors Stock Award Plan pursuant to which directors who are not
compensated as employees of the Company are entitled to an award of 200 shares
of Common Stock upon election to the Board and 200 additional shares of Common
Stock following each annual meeting of stockholders thereafter.
Under the Deferred Fee Plan for Directors, a director may elect to defer
payment of 50% or 100% of the compensation payable to such director for Board
and Committee service for the calendar year for which deferral is elected.
Deferred amounts will be credited to a cash subaccount, a company common stock
subaccount or a combination thereof. Compensation deferred to the cash
subaccount will earn interest based on U.S. Treasury debt obligations with a
10-year maturity. Compensation deferred to the stock subaccount will be credited
as whole shares of Common Stock based on the stock's fair market value on the
date of such credit. Dividends and fractional share amounts will be aggregated
until at least one share of Common Stock may be credited at the then fair market
value. Payments will be made in cash in a lump sum upon retirement or other
termination of services as a director or in up to ten annual installments
commencing January 15 of the calendar year following retirement or other
termination of services, at the election of the Director.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Richard de J. Osborne, Charles G. Preble and Kevin R. Morano served
on the Executive Committee of the Board of Directors during 1996. Mr. Preble
took no action regarding his own compensation. Messrs. Osborne and Morano were
compensated by Asarco and received no compensation from the Company during 1996
for services other than as directors.
23
<PAGE> 26
PROPOSAL TO APPROVE THE SELECTION OF ACCOUNTANTS
The Board of Directors has selected Coopers & Lybrand L.L.P. to serve as
independent accountants for the Company for the calendar year 1997, subject to
approval of the stockholders. The Board of Directors recommends that the
stockholders approve the selection of Coopers & Lybrand at the annual meeting.
Coopers & Lybrand L.L.P. and its predecessors have served as the Company's
accountants continuously since 1962. Coopers & Lybrand L.L.P. has advised the
Company that neither the firm nor any of its members has any direct or material
indirect financial interest in the Company or its subsidiaries.
The Audit Committee consists of Amb. Everett E. Briggs and Mr. John F.
McGillicuddy. The Audit Committee was appointed in February 1996. Two meetings
were held in 1996. The functions of the Committee include recommending the
engagement of independent accountants, reviewing the fees, scope and timing of
their other services, and reviewing the audit plan and results of the audit. The
Committee also reviews the Company's policies and procedures on internal
auditing, accounting and financial controls. The implementation and maintenance
of internal controls are understood to be primarily the responsibility of
management.
A representative of Coopers & Lybrand L.L.P. will be present at the
stockholders' meeting. The representative will have an opportunity to make a
statement and will be available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL.
PROPOSALS OF STOCKHOLDERS
Proposals of stockholders intended to be presented at the Company's 1998
annual meeting of stockholders must be received by the Company at either of its
principal executive offices (180 Maiden Lane, New York, N.Y. 10038 or Avenida
Caminos del Inca No. 171, Chacarilla del Estanque, Santiago de Surco, Lima 33)
by November 24, 1997 in order to be considered for inclusion in the Company's
proxy statement and form of proxy.
24
<PAGE> 27
OTHER INFORMATION
The Company is not aware of any other matters to be considered at the
meeting. If any other matters properly come before the meeting, the persons
named in the enclosed form of proxy will vote said proxy in accordance with
their judgment on such matters.
The cost of soliciting proxies in the accompanying form will be borne by
the Company. Georgeson & Company Inc. has been employed to solicit proxies by
mail, telephone or personal solicitation for fees to be paid by the Company of
$12,000, plus reasonable out-of-pocket expenses. A number of regular employees
of the Company, without additional compensation, may solicit proxies personally
or by mail or telephone.
SOUTHERN PERU COPPER CORPORATION
A.B. Kinsolving, Secretary
New York, N.Y. March 19, 1997
25
<PAGE> 28
SOUTHERN PERU COPPER CORPORATION
P R O X Y
PROXY SOLICITED BY BOARD OF DIRECTORS FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 1, 1997
The undersigned hereby appoints CHARLES G. PREBLE, KEVIN R. MORANO and
AUGUSTUS B. KINSOLVING, and each of them, with power of substitution, the
proxies of the undersigned to vote all the shares the undersigned may be
entitled to vote at the annual meeting of stockholders of Southern Peru Copper
Corporation, to be held in the Ricker Auditorium, 180 Maiden Lane, New York, New
York at 2 P.M., on Thursday, May 1, 1997, and at any adjournment thereof upon
all matters specified in the notice of said meeting as set forth on the reverse
hereof, and upon such other business as may lawfully come before the meeting.
Holders of Common Stock, voting as a separate class, are entitled to
elect two directors at the meeting. Please refer to the Proxy Statement for
details.
PLEASE VOTE ON ALL PROPOSALS, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
The shares represented by this proxy will be voted as directed by the
stockholder. If a signed proxy is returned to the Company with no voting
instructions given, such shares will be voted FOR both nominees for election as
directors and FOR Proposal No. 2.
(Continued on the other side.) SOUTHERN PERU COPPER CORPORATION
P.O. BOX 11179
NEW YORK, NEW YORK 10203-0179
===============================================================================
[ ]
Directors of SPCC recommend a vote "For" Proposals 1 and 2.
<TABLE>
<S> <C> <C> <C>
1. Election of Directors FOR both nominees WITHHOLD AUTHORITY to vote *EXCEPTION
listed below [x] for both nominees listed below. [x] [x]
</TABLE>
Common Stock Director Nominees: Everett E. Briggs, John F. McGillicuddy
(INSTRUCTIONS: To withhold authority to vote for either individual nominee, mark
the "Exception" box and write that nominee's name in the space
provided below.)
*Exception
-----------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
2. Selection of Coopers & Lybrand L.L.P. as independent accountants for 1997. FOR [x] AGAINST [x] ABSTAIN [x]
</TABLE>
3. In their discretion, the proxies are authorized to vote upon such other
matters as may properly come before the meeting.
ADDRESS CHANGE/COMMENTS
If you have noted either an Address Change or made
Comments on the reverse side of this card, mark here. [x]
Please sign exactly as name or names appear on this proxy. If stock is
held jointly, each holder should sign. If signing as attorney, trustee,
executor, administrator, custodian, guardian or corporate officer
please give full title.
Dated: 1997
--------------------------
------------------------------------
Signature
------------------------------------
Signature
Votes must be indicated
(x) in Black or Blue ink. [x]
Please sign, date and return this proxy in the enclosed postage paid envelope.
<PAGE> 29
SOUTHERN PERU COPPER CORPORATION
180 Maiden Lane, New York, NY 10038 (212) 510-2000
Avenida Caminos del Inca No. 171, Chacarilla del Estanque,
Santiago de Surco, Lima 33 (511) 438-6565
BECAUSE OF DELAYS IN MAIL
PLEASE SIGN AND RETURN THE
ENCLOSED PROXY EVEN IF YOU
RETURNED THE ORIGINAL
April 14, 1997
To the Common Stockholders of
Southern Peru Copper Corporation
A REMINDER
We have previously sent to you proxy soliciting material relating to the
annual meeting of stockholders to be held on May 1, 1997.
According to our latest records, we have not as yet received your Proxy.
The time before the meeting is short and many of our shares are held in small
amounts. Your signed Proxy will be helpful, whether your holding is large or
small, and will aid us in avoiding further expense and delay.
A Proxy and return envelope are enclosed for your use. You may also return
your Proxy to the Company's Lima office.
Thank you for your cooperation.
Very truly yours,
A.B. Kinsolving
Secretary
PLEASE ACT PROMPTLY
