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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
SOUTHERN PERU COPPER CORPORATION
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
843611 10 4
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(CUSIP Number)
Robert W. Webb. Esq., 225 W. Washington St., Chicago, IL 60606 (312) 372-9500
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 3, 1997
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(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
NOTE: Six copies of this Statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosure provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following page(s))
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<TABLE>
<CAPTION>
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CUSIP NO. 843611 10 4 13D Page 2 of 12 Pages
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<S> <C>
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cerro Trading Company, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS *
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER 7 SOLE VOTING POWER
OF SHARES 11,378,088 shares of Class A Common Stock
BENEFICIALLY ------------------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
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REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 11,378,088 shares of Class A Common Stock
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WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,378,088 shares of Class A Common Stock
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES *
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
Approximately 17.3% of Class A Common Stock and approximately 14.2% of Common Shares (as
hereinafter defined) outstanding. See Item 5 below.
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14 TYPE OF REPORTING PERSON *
CO
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</TABLE>
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this statement relates is the
common stock, $0.01 par value per share (the "Common Stock"), and the Class A
Common Stock, $0.01 par value per share (the "Class A Common Stock" and,
together with the Common Stock, the "Common Shares"), of Southern Peru Copper
Corporation, a Delaware corporation (the "Issuer"). The principal executive
offices of the Issuer are located at 180 Maiden Lane, New York, New York 10038.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed on behalf of Cerro Trading Company, Inc., a
Delaware corporation ("Cerro" or the "Reporting Person"), the principal offices
of which are located at 225 West Washington Street, Chicago, Illinois 60606.
Certain information regarding the directors and executive officers of Cerro and
the controlling persons thereof is included in Appendix A attached hereto and
incorporated herein by this reference.
During the last five years, neither the Reporting Person nor, to the
best of its knowledge, any person controlling the Reporting Person has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
In connection with a reorganization of Southern Peru Copper
Corporation, Cerro, together with ASARCO Incorporated ("Asarco") and Phelps
Dodge Overseas Capital Corporation ("Phelps Dodge", and collectively with Cerro
and ASARCO, the "Founding Stockholders"), surrendered 13,600,334 shares,
41,436,360 shares and 10,680,799 shares, respectively, of Southern Peru Limited
representing 100% of the outstanding shares of Southern Peru Limited, in
exchange for shares of Class A Common Stock of the Issuer (the "Founding
Stockholder Exchange").
ITEM 4. PURPOSES OF TRANSACTION.
In connection with the Founding Stockholder Exchange, the Issuer
conducted an exchange offer (the "Exchange Offer") pursuant to which it offered
to exchange Common Stock for outstanding labor shares of the Peruvian Branch of
Southern Peru Limited. The purpose of the Founding Stockholder Exchange was to
provide holders of labor shares with representation on the Issuer's Board of
Directors while maintaining ultimate stockholder direction in the hands of the
Founding Stockholders. On January 2, 1996, the Issuer completed the Exchange
Offer.
Cerro held its shares in Southern Peru Limited as a long-term investment
and currently holds the Class A Common Stock of the Issuer with the same
intent. In accordance with its previously reported intent, Cerro transferred
by gift 2.2 million Common Shares to a charitable foundation during the first
quarter of 1996. This transfer automatically converted such shares of Class A
Common Stock into shares of Common Stock. Also, in accordance with its
previously reported intent, effective March 3, 1997, Cerro transferred by gift
650,000 shares of Class A Common Stock to a charitable foundation. This
transfer
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automatically converted such shares of Class A Common Stock into
shares of Common Stock. Depending on market and other conditions, the
Reporting Person may acquire additional Common Shares if such Common Shares
become available at prices that are attractive to it. On the other hand,
depending on market and other conditions, the Reporting Person may dispose of
all or a portion of the Class A Common Stock that it now owns or may hereafter
acquire. Except as set forth above, the Reporting Person has no plans or
proposals which relate to or would result in any of the transactions described
in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) For the purpose of Rule 13d-3 promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), Cerro currently
beneficially owns 11,378,088 shares of Class A Common Stock, representing
approximately 17.3% of the outstanding Class A Common Stock of the Issuer and
approximately 14.2% of the outstanding Common Shares of the Issuer. Class A
Common Stock is convertible on a one-for-one basis to Common Stock at the
option of the holder or automatically upon the sale or transfer of the Class A
Common Stock to a non-affiliate of a Founding Stockholder. The Common Stock
and the Class A Common Stock may be deemed to constitute a single class of
equity securities for purposes of Regulation 13D under the Exchange Act.
Except as set forth herein and with the exception of Jay A. Pritzker,
who beneficially owns 400 Common Shares and Robert A. Pritzker, who
beneficially owns 400 Common Shares (exclusive of 200 Common Shares owned by
his wife, beneficial ownership of which Mr. Robert Pritzker disclaims), neither
the Reporting Person nor, to the best of its knowledge, any other individuals
named in Appendix A hereto, beneficially owns any Common Shares.
(b) The Reporting Person has sole power to vote and to dispose of
11,378,088 shares of Class A Common Stock. Except with
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respect to the election of directors or as required by law, the Common Stock
and Class A Common Stock vote together as a single class. Each share of Common
Stock has one vote per share and each share of Class A Common Stock has five
votes per share on all matters submitted to a vote of stockholders, voting as
one class.
(c) None, except as described in Items 3 and 4 above.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Each of the Founding Stockholders has entered, together with Southern Peru
Limited and the Issuer, into the Stockholders' Agreement dated as of January 2,
1996 (the "Stockholders' Agreement"), pursuant to which each Founding
Stockholder has the right to nominate that number of 12 directors of the Issuer
which is in proportion to the percentage of Class A Common Stock owned by such
Founding Stockholder (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). The foregoing is qualified in its entirety by
reference to the Stockholders' Agreement which is filed as Exhibit 1 hereto and
incorporated herein by reference.
Except for the Stockholders' Agreement, to the best knowledge of the
Reporting Person, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) between the persons enumerated in Item 2,
and any other person, with respect to any securities of the Issuer, including,
but not limited to, transfer or voting of any of the securities, finder's fees,
joint ventures, loan or
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option arrangements, puts or calls, guarantees of profits, division of profits
or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1: Stockholders' Agreement dated as of January 2, 1996
by and among the Issuer, Southern Peru Limited and
Founding Stockholders.*
*Pursuant to Rule 101(a)(2)(ii) of Regulation S-T, this previously
filed paper exhibit is not required to be restated electronically.
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SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: October 13, 1997 CERRO TRADING COMPANY, INC., a Delaware
corporation
By: /s/ R. C. Gluth
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Title: Vice President
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EXHIBIT INDEX
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Exhibit Description Page
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1 Stockholders' Agreement among Issuer,
Southern Peru Limited, ASARCO Incorporated,
Cerro Trading Company, Inc. and Phelps Dodge
Overseas Capital Corporation*
*Pursuant to Rule 101(a)(2)(ii) of Regulation
S-T, this previously filed paper exhibit is
not required to be restated electronically.
</TABLE>
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APPENDIX A
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Set forth below is certain information regarding the directors and
executive officers of Cerro and the controlling persons thereof.
1. INFORMATION REGARDING CERRO TRADING COMPANY, INC.
The name, business address and present principal occupation or employment
of each director and executive officer of Cerro and the name and principal
business of any corporation or other organization in which such employment is
conducted is set forth below. Each director and executive officer listed below
is a United States citizen.
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION
NAME AND BUSINESS ADDRESS OR EMPLOYMENT
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<S> <C>
Robert A. Pritzker Director and President of Cerro; Director and
225 West Washington Street President of Marmon Holdings, Inc.; Director,
Chicago, Illinois 60606 President and Chief Executive Officer of The
Marmon Group, Inc.
R.C. Gluth Director, Vice President and Treasurer of
225 West Washington Street Cerro; Director, Vice President and Treasurer
Chicago, Illinois 60606 of Marmon Holdings, Inc.; Director, Executive Vice
President and Treasurer of The Marmon Group, Inc.
Robert W. Webb Secretary and General Counsel of Cerro; Vice
225 West Washington Street President and Secretary of Marmon Holdings,
Chicago, Illinois 60606 Inc.; Vice President, Secretary and General
Counsel of The Marmon Group, Inc.
Jay A. Pritzker Vice President of Cerro; Director and
200 West Madison Street Chairman of the Board of Marmon Holdings,
Chicago, Illinois 60606 Inc.; Chairman of the Board of Hyatt Corporation, a
domestic hotel management company
</TABLE>
Cerro is a wholly-owned subsidiary of The Marmon Corporation.
2. INFORMATION REGARDING THE MARMON CORPORATION
The name, business address and present principal occupation or employment
of each director and executive officer of The Marmon Corporation and the name
and principal business of any corporation or other organization in which such
employment is conducted is set forth below. Each director and executive
officer listed below is a United States citizen.
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<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION
NAME AND BUSINESS ADDRESS OR EMPLOYMENT
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<S> <C>
Jay A. Pritzker Director and Chairman of the Board
200 West Madison Street of The Marmon Corporation; Chairman
Chicago, Illinois 60606 of the Board of Marmon Holdings, Inc.
Chairman of the Board of Hyatt Corporation,
a domestic hotel management company
Robert A. Pritzker Director, President and Chief Executive
225 West Washington Street Officer of The Marmon Corporation; Director,
Chicago, Illinois 60606 President and Chief Executive Officer of The
Marmon Group, Inc.; Director and President
of Marmon Holdings, Inc.
R.C. Gluth Director, Executive Vice President and
225 West Washington Street Treasurer of The Marmon Corporation; Director,
Chicago, Illinois 60606 Executive Vice President and Treasurer of The
Marmon Group, Inc.; Director, Vice President
and Treasurer of Marmon Holdings, Inc.
Robert W. Webb Vice President, Secretary and General
225 West Washington Street Counsel of The Marmon Corporation; Vice
Chicago, Illinois 60606 President, Secretary and General Counsel of
The Marmon Group, Inc.; Vice President and
Secretary of Marmon Holdings, Inc.
Gerald T. Shannon Senior Vice President of The Marmon
225 West Washington Corporation; Senior Vice President of The
Chicago, Illinois 60606 Marmon Group, Inc.
N.C. Gustafson Vice President ) Taxes of The Marmon
225 West Washington Corporation; Vice President - Taxes of The
Chicago, Illinois 60606 Marmon Group, Inc.
</TABLE>
Marmon Holdings, Inc. directly and indirectly holds 100% of the issued and
outstanding stock of The Marmon Corporation.
3. INFORMATION REGARDING MARMON HOLDINGS, INC.
The name, business address and present principal occupation or employment
of each director and executive officer of Marmon Holdings, Inc. and the name
and principal business of any corporation or other organization in which such
employment is conducted is set forth below. Each director and executive
officer listed below is a United States citizen.
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<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION
NAME AND BUSINESS ADDRESS OR EMPLOYMENT
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<S> <C>
Jay A. Pritzker Director and Chairman of the
200 West Madison Street Board of Marmon Holdings, Inc.;
Chicago, Illinois 60606 Chairman of the Board of Hyatt Corporation,
a domestic hotel management company
Robert A. Pritzker Director and President of Marmon
225 West Washington Street Holdings, Inc.; Director, President and Chief
Chicago, Illinois 60606 Executive Officer of The Marmon Group, Inc.
R.C. Gluth Director, Vice President and
225 West Washington Street Treasurer of Marmon Holdings, Inc.; Director,
Chicago, Illinois 60606 Executive Vice President and Treasurer of
The Marmon Group, Inc.
Robert W. Webb Vice President and Secretary of
225 West Washington Street Marmon Holdings, Inc.; Vice President,
Chicago, Illinois 60606 Secretary and General Counsel of The Marmon
Group, Inc.
</TABLE>
Eighty-four percent of the issued and outstanding Common Stock of Marmon
Holdings, Inc. is owned by Charles Evans Gerber, not individually but solely as
co-trustee of F.L.P. Trusts Nos. 10-17 and 19-21, which trusts were created for
the benefit of certain lineal descendants of Nicholas J. Pritzker, deceased.
Charles Evans Gerber is a partner in the law firm of Neal, Gerber &
Eisenberg and his business address is 2 North LaSalle Street, Suite 2100,
Chicago, Illinois 60602. To the best of Cerro's knowledge, Mr. Gerber has
not, during the last five years, (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to federal or state securities laws, or finding
any violation with respect to such laws.
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