As filed with the Securities and Exchange Commission on November 14, 1997
Registration No. 333-
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
Southern Peru Copper Corporation
(Exact name of issuer 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, New York 10038
(212) 512-2000
(Address of principal executive offices)
--------------
Savings Plan of
Southern Peru Copper Corporation
And Participating Subsidiaries
Southern Peru Copper Corporation
Compensation Deferral Plan
(Full title of plans)
---------------
Augustus B. Kinsolving, Esq.
180 Maiden Lane
New York, New York 10038
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (212) 512-2000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered(1) Registered(2) Per Share(3) Offering Price(3) Fee
------------------- ------------- -------------- ----------------- ------------
<S> <C> <C> <C> <C>
Common Stock (par value $.01
per share)...................... 93,500 shares $16.125 $ 1,507,688 $ 457
Deferred Compensation
Obligations(4).................. $3,000,000 100% $ 3,000,000 $ 910
Total: $ 1,367
<FN>
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement shall be deemed to register, effective as of
January 1, 1998, an indeterminate number of interests in the Savings Plan
of Southern Peru Copper Corporation and Participating Subsidiaries.
(2) Plus an indeterminate number of additional shares which may be offered and
issued to prevent dilution resulting from stock splits, stock dividends or
similar transactions.
(3) Estimated pursuant to Rule 457 under the Securities Act of 1933 solely for
the purpose of computing the registration fee, based on the average of the
high and low sale prices of the securities being registered hereby on the
Composite Tape on November 11, 1997.
(4) The deferred compensation obligations being registered are general
unsecured obligations of Southern Peru Copper Corporation to pay deferred
compensation in the future to participating members of a select group of
management or highly compensated individuals in accordance with the terms
of the Southern Peru Copper Corporation Compensation Deferral Plan,
effective January 1, 1998.
</TABLE>
PART I
The following documents listed under this Part I and the documents
incorporated by reference under Item 3 of Part II to this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended (the "1933 Act"), and are
incorporated herein by reference.
Item 1. PLAN INFORMATION
This information required to be provided to participants pursuant to
this Item is set forth in the relevant Prospectus for the Savings Plan of
Southern Peru Copper Corporation and Participating Subsidiaries (the "Savings
Plan") and the Southern Peru Copper Corporation Compensation Deferral Plan
(collectively, the "Plans").
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The written statement required to be provided to participants pursuant
to this Item is set forth in the relevant Prospectuses referenced in Item 1
above.
PART II
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Southern Peru Copper
Corporation (the "Company" or the "Corporation") or the Savings Plan with the
Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (Commission
Exchange Act File Number 1-14066) are incorporated by reference herein:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1996 ("1996 Form 10-K").
(2) All reports filed by the Company or the Savings Plan
pursuant to Section 13(a) or 15(d) of the Exchange Act, since the filing of
this registration statement or, in the case of the Company, since the filing
of the 1996 Form 10-K.
(3) The description of the Company's Common Stock, par value
$.01 per share ("Common Stock") contained in the Company's Exchange Act
Registration Statement on Form 8-A, dated November 9, 1995, including any
amendment thereto or report filed for the purposes of updating such
description.
In addition, all documents filed by the Company or the Savings
Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
subsequent to the date of this Registration Statement and prior to the filing
of a post-effective amendment which indicates that all securities offered
herein have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated herein by reference and to be a part
hereof from the respective date of filing of each such document. Any
statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this registration statement to the extent that a statement contained herein
or in any other subsequently filed document which also is incorporated or
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.
Item 4. DESCRIPTION OF SECURITIES.
(1) Not applicable, see Item 3(4) above.
(2) The Southern Peru Copper Corporation Compensation Deferral
Plan, effective January 1, 1998 (the "Deferral Plan"), provides a select group
of management or highly compensated employees (the "Eligible Employees") of
the Company and certain of its subsidiaries (each a "Participating
Subsidiary") with the opportunity to defer the receipt of certain pre-tax cash
compensation. The obligations of the Company under the Deferral Plan (the
"Deferred Compensation Obligations") will be general unsecured obligations of
the Company to pay deferred compensation in the future to participating
Eligible Employees (the "Participants") in accordance with the terms of the
Deferral Plan from the general assets of the Company, and will rank pari passu
with other unsecured and unsubordinated indebtedness of the Company from time
to time outstanding. The Deferred Compensation Obligations will be
denominated and payable in United States dollars.
Each Participant may elect to make salary deferrals that could
have been made under the Savings Plan (a tax-qualified plan) but for the
limitations imposed by Sections 401(a)(17) and 401(k)(3) of the Internal
Revenue Code of 1986, as amended (the "Code"), and have employer matching
contributions credited to his or her Deferral Plan account, as well as elect to
defer all or part of his or her annual eligible incentive compensation as
provided in the Deferral Plan.
Each Participant may choose a rate of return for his or her
deferred compensation under the Deferral Plan that mirrors the rates of return
for the investment funds available under the Savings Plan other than the
Company Common Stock Fund thereunder. Thus, while each Participant's deferred
compensation account balance under the Deferral Plan increases or decreases
based on the performance of the funds chosen, his or her account balance is
not actually invested in those funds. Rather, the Participant's deferrals
under the Deferral Plan earn a deemed rate of return based on the performance
of the funds chosen.
With certain exceptions, Deferred Compensation Obligations will
be paid in the year following the year after the Participant's retirement from
the Company or Participating Subsidiary unless an election is made by the
Participant at least one year prior to retirement to further defer payment.
If the Participant terminates employment with the Company or a Participating
Subsidiary prior to retirement, any amounts not yet distributed will be
distributed as soon as practicable after such termination of employment. The
Participant may elect to receive lump sum payments or annual installments not
to exceed ten.
No amount payable under the Deferral Plan shall be subject to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or
charge, voluntary or involuntary. Any attempt to dispose of any rights to
benefits payable under the Deferral Plan shall be void.
The Deferred Compensation Obligations are not subject to
redemption, in whole or in part, prior to the individual payment dates
selected by the Participants, except that Participants may withdraw all or a
portion of the value of their Deferral Plan accounts under certain specified
circumstances. The Company reserves the right to amend or terminate the
Deferral Plan at any time.
The total amount of the Deferred Compensation Obligations are
not determinable because the amount will vary depending upon the level of
participation by Eligible Employees and the amounts of their salaries and
incentive compensation. The duration of the Deferral Plan is indefinite. The
Deferred Compensation Obligations are not convertible into another security of
the Company. The Deferred Compensation Obligations will not have the benefit
of a negative pledge or any other affirmative or negative covenant on the part
of the Company. Although the Deferral Plan is unfunded, the Deferral Plan
provides that any amounts contributed under the Deferral Plan may be held in
trust. Wachovia Bank of North Carolina, N.A., has been appointed trustee with
respect to the assets, if any, under the Deferral Plan. The assets of the
trust are subject to the rights of creditors of the Company or Participating
Subsidiaries, as the case may be, in the event of the Company's or applicable
Participating Subsidiary's bankruptcy or insolvency only. Each Participant
will be responsible for acting independently with respect to, among other
things, the giving of notices, responding to any requests for consents,
waivers or amendments pertaining to the Deferred Compensation Obligations,
enforcing covenants and taking action upon a default.
Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Mr. Augustus B. Kinsolving, General Counsel of the Company, is not
eligible to participate in the Plans.
Item 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The Registrant's officers and directors, among others, are indemnified
under Delaware law and the Certificate of Incorporation and By-Laws of the
Registrant against claims and liabilities and reasonable expenses actually
incurred by them in connection with any claim or liability by reason of their
services in those or other capacities unless it is established that the act or
omission of the director or officer was material to the matter giving rise to
the proceeding and was committed in bad faith or was the result of active and
deliberate dishonesty, or the director or officer actually received an
improper personal benefit, or in the case of any criminal proceeding, the
director or officer had reasonable cause to believe that the act or omission
was unlawful.
Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
enables a corporation in its certificate of incorporation to eliminate or
limit the personal liability of a director for violations of the director's
fiduciary duty, except (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) pursuant to Section 174 of the DGCL (providing for liability of
directors for unlawful payment of dividends or unlawful stock purchases or
redemptions) or (iv) for any transaction from which a director derived an
improper personal benefit. The Certificate of Incorporation of the Registrant
eliminates the liability of directors to the extent permitted by Section
102(b)(7) of the DGCL.
Section 145 of the DGCL provides that a corporation may indemnify
directors and officers as well as other employees and individuals against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement in connection with specified actions, suits or proceedings, whether
civil, criminal, administrative or investigative (other than an action by or
in the right of the corporation (a "derivative action")) if they acted in good
faith and in a manner they reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was unlawful. A
similar standard is applicable in the case of derivative actions, except that
indemnification only extends to expenses (including attorneys' fees) incurred
in connection with defense or settlement of such action, and the statute
requires court approval before there can be any indemnification where the
person seeking indemnification has been found liable to the corporation.
Section 145 of the DGCL provides that it is not exclusive of other
indemnification that may be granted by a corporation's charter, by-laws,
disinterested director vote, stockholder vote, agreement or otherwise. The
Certificate of Incorporation of the Registrant provides for indemnification of
its directors and officers to the fullest extent permitted by Delaware law.
The Registrant's By-Laws provide mandatory indemnification rights to any
officer or director of the Registrant who, by reason of the fact that he or
she is an officer or director of the Registrant, is involved in a legal
proceeding of any nature. Such indemnification rights will include
reimbursement for expenses incurred by such officer or director in advance of
the final disposition of such proceeding in accordance with the applicable
provisions of Delaware law. The By-Laws of the Registrant provide that the
Registrant may arrange for insurance covering such liabilities and expenses
arising from actions or omissions of a director or officer in his capacity as
a Corporate Agent as is obtainable and is reasonable and appropriate in cost
and amount.
The Company's parent, ASARCO Incorporated ("Asarco"), has various
insurance policies insuring directors and officers of Asarco and its
subsidiaries, including directors and officers of the Company, against certain
liabilities they may incur, including liabilities under the Securities Act of
1933, as amended. The policies provide coverage for claims not reimbursed by
Asarco or the Company up to an aggregate limit of $75 million without
deductible. For claims which are reimbursed by Asarco or the Company, the
policies provide coverage up to $75 million with a deductible of $1 million.
These policies remain in effect.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
Item 8. EXHIBITS
The following is a complete list of exhibits filed as part of this
Registration Statement:
Exhibit
No. Exhibit
- ------- -------
4.1 Form of Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.3 to the Company's
Registration Statement on Form S-4, Reg. No. 33-97790 (the "Form
S-4")).*
4.2 Form of By-Laws of the Company (incorporated by reference to
Exhibit 3.4 to the Form S-4).*
5.1 Opinion of Augustus B. Kinsolving as to the Deferred Compensation
Obligations. No Exhibit 5 opinion is being delivered with
respect to the Common Stock as such securities will not be
original issuance securities.
5.2 The Company undertakes that it will submit the Savings Plan and
all amendments thereto to the Internal Revenue Service (the
"Service") in a timely manner and that it will make all changes
required by the Service to issue a determination letter with
respect to the Savings Plan.
23.1 Consent of Coopers & Lybrand L.L.P., independent accountants.
23.2 Consent of Augustus B. Kinsolving (included in Exhibit 5.1).
24 Powers of Attorney.
- ------------
* Incorporated by reference.
Item 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information to be included in a post-
effective amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the registration statement.
(2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of
the registrant's Annual Report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of
an employee benefit plan's Annual Report pursuant to Section 15(d)
of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
EXPERTS
The consolidated balance sheets as of December 31, 1996 and
1995 and the consolidated statements of income, retained earnings, and cash
flows for each of the three years in the period ended December 31, 1996,
incorporated by reference in this registration, have been incorporated herein
in reliance on the report of Coopers & Lybrand L.L.P. independent accounts,
given on the authority of that firm as experts in accounting and auditing.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York, on this
14th day of November, 1997.
SOUTHERN PERU COPPER CORPORATION
By /s/ Charles G. Preble*
-------------------------------------
Charles G. Preble
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the 14th day of November, 1997.
Signature Title
--------- -----
/s/ Richard de J. Osborne* Chairman of the Board
- --------------------------- and Director
Richard de J. Osborne
/s/ Charles G. Preble* President, Chief Executive
- --------------------------- Officer and Director
Charles G. Preble (principal executive officer)
/s/ Ronald J. O'Keefe* Executive Vice President and
- --------------------------- Chief Financial Officer
Ronald J. O'Keefe (principal financial officer)
/s/ Brendan M. O'Grady* Comptroller (principal
- --------------------------- accounting officer)
Brendan M. O'Grady
/s/ Everett E. Briggs* Director
- ---------------------------
Everett E. Briggs
/s/ Jaime Claro* Director
- ---------------------------
Jaime Claro
/s/ Augustus B. Kinsolving* Director
- ---------------------------
Augustus B. Kinsolving
/s/ Francis R. McAllister* Director
- ---------------------------
Francis R. McAllister
/s/ John F. McGillicuddy* Director
- ---------------------------
John F. McGillicuddy
/s/ Kevin R. Morano* Director
- ---------------------------
Kevin R. Morano
/s/ Robert J. Muth* Director
- ---------------------------
Robert J. Muth
/s/ Robert M. Novotny* Director
- ---------------------------
Robert M. Novotny
/s/ Robert A. Pritzker* Director
- ---------------------------
Robert A. Pritzker
/s/ Michael O. Varner* Director
- ---------------------------
Michael O. Varner
/s/ David B. Woodbury* Director
- ---------------------------
David B. Woodbury
/s/ Douglas C. Yearley* Director
- ---------------------------
Douglas C. Yearley
*BY: /s/ Kevin R. Morano
-----------------------------------
(Kevin R. Morano, Attorney-in-fact)
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Savings Plan has duly caused this registration statement or amendment
thereto to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York on November 14, 1997.
SAVINGS PLAN OF SOUTHERN PERU COPPER
CORPORATION AND PARTICIPATING
SUBSIDIARIES
By /s/ Kevin R. Morano
----------------------------------
Kevin R. Morano
Vice President
INDEX TO EXHIBITS
Exhibit Sequentially
Number Exhibit Numbered
- ------- ------------ Page
------------
4.1 Form of Restated Certificate of Incorporation of the (1)
Company (incorporated by reference to Exhibit 3.3 to
the Company's Registration on Form S-4, Reg. No.
33-97790 (the "Form S-4")).
4.2 Form of By-Laws of the Company, as amended (1)
(incorporated by reference to Exhibit 3.4 to the Form
S-4).
5.1 Opinion of Augustus B. Kinsolving as to the 12
Deferred Compensation Obligations.
5.2 The Company undertakes that it will submit the
Savings Plan and all amendments thereto to the
Internal Revenue Service (the "Service") in a timely
manner and that it will make all changes required by
the Service to issue a determination letter with
respect to the Savings Plan.
23.1 Consent of Coopers & Lybrand L.L.P., independent 13
accountants.
23.2 Consent of Augustus B. Kinsolving (included in
Exhibit 5.1).
24 Powers of Attorney. 14
- ------------
(1) Incorporated by reference.
EXHIBIT 5.1
November 14, 1997
Southern Peru Copper Corporation
180 Maiden Lane
New York, New York 10038
Dear Sirs:
You have requested my opinion in connection with the Registration
Statement on Form S-8 (the "Registration Statement") filed by Southern Peru
Copper Corporation (the "Company") with the Securities and Exchange Commission
(the "Commission") for registration under the Securities Act of 1933, as
amended, of $3,000,000 of the Company's Deferred Compensation Obligations (the
"Obligations") which may be acquired by certain executive and other key
salaried employees of the Company and its subsidiaries pursuant to the terms
and provisions of the Southern Peru Copper Corporation Compensation Deferral
Plan effective January 1, 1998 (the "Plan").
I am familiar with the corporate proceedings relating to the
authorization of the Obligations. I or my associate have examined and relied
on originals, or copies certified to my satisfaction, of all such corporate
records of the Company and such other instruments and other certificates of
public officials, officers and representatives of the Company and such other
persons, and I have made such investigations of law, as I have deemed
appropriate as a basis for the opinion herein expressed.
Based upon the foregoing, it is my opinion that the Obligations will, if
issued and delivered in accordance with the terms and provisions of the Plan,
be valid obligations of the Company enforceable in accordance with the terms of
the Plan.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. By giving such consent I do not thereby admit that I
am an expert with respect to any part of such Registration Statement within the
meaning of the term "expert" as used in the Securities Act of 1933, as
amended, or the rules or regulations of the Commission issued thereunder.
Very truly yours,
/s/ Augustus B. Kinsolving
Augustus B. Kinsolving
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 (File No. 333- ) of Southern Peru Copper Corporation of
our report dated January 28, 1997, except for Note 22 which is as of February
21, 1997, on our audit of the consolidated financial statements of Southern
Peru Copper Corporation and Subsidiaries, which report appears on page A42 of
the Annual Report on Form 10-K.
We also consent to the reference to our Firm as experts in the Registration
Statement referred to in the preceding paragraph under the caption "Experts."
/s/ Coopers & Lybrand L.L.P.
New York, New York
November 14, 1997
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
of Southern Peru Copper Corporation ("SPCC"), hereby constitutes and appoints
Richard de J. Osborne, Kevin R. Morano and Augustus B. Kinsolving as his true
and lawful attorneys-in-fact and agents, and each of them with full power to
act without the others as his true and lawful attorney-in-fact and agent, for
him and in his name, place and stead, in any and all capacities, to sign
Registration Statements on Form S-8 and any and all amendments and other
documents relating thereto, to be filed with the Securities and Exchange
Commission, Washington, D.C. 20549, under the provisions of the Securities Act
of 1933, as amended, for the registration under said Act of shares of SPCC
Common Stock and/or obligations of SPCC to be offered in connection with the
Savings Plan of Southern Peru Copper Corporation and Participating
Subsidiaries, the Southern Peru Copper Corporation Compensation Deferral Plan
and any other employee benefit plan of SPCC ("Plans"), or the registration of
participations, if any, in the Plans, hereby granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform any and all acts and things requisite and necessary to be done
in and about the premises, as fully as to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands and
seals this 4th day of November, 1997.
/s/ Everet E. Briggs /s/ Richard de J. Osborne
- ---------------------------- ----------------------------
Everett E. Briggs Richard de J. Osborne
Director Director
/s/ Jaime Claro /s/ Charles G. Preble
- ---------------------------- ----------------------------
Jaime Claro Charles G. Preble
Director Director
/s/ August B. Kinsolving /s/ Robert A. Pritzker
- ---------------------------- ----------------------------
Augustus B. Kinsolving Robert A. Pritzker
Director Director
/s/ Francis R. McAllister /s/ Michael O. Varner
- ---------------------------- ----------------------------
Francis R. McAllister Michael O. Varner
Director Director
/s/ John F. McGillicuddy
- ---------------------------- ----------------------------
John F. McGillicuddy J. Steven Whisler
Director Director
/s/ Kevin R. Morano /s/ David B. Woodbury
- ---------------------------- ----------------------------
Kevin R. Morano David B. Woodbury
Director Director
/s/ Robert J. Muth /s/ Douglas C. Yearley
- ---------------------------- ----------------------------
Robert J. Muth Douglas C. Yearley
Director Director
/s/ Robert M. Novotny
- ----------------------------
Robert M. Novotny
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers of
Southern Peru Copper Corporation ("SPCC"), hereby constitutes and appoints
Richard de J. Osborne, Kevin R. Morano and Augustus B. Kinsolving as his true
and lawful attorneys-in-fact and agents, and each of them with full power to
act without the others as his true and lawful attorney-in-fact and agent, for
him and in his name, place and stead, in any and all capacities, to sign
Registration Statements on Form S-8 and any and all amendments and other
documents relating thereto, to be filed with the Securities and Exchange
Commission, Washington, D.C. 20549, under the provisions of the Securities Act
of 1933, as amended, for the registration under said Act of shares of SPCC
Common Stock and/or obligations of SPCC to be offered in connection with the
Savings Plan of Southern Peru Copper Corporation and Participating
Subsidiaries, the Southern Peru Copper Corporation Compensation Deferral Plan
and any other employee benefit plan of SPCC ("Plans"), or the registration of
participations, if any, in the Plans, hereby granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform any and all acts and things requisite and necessary to be done
in and about the premises, as fully as to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands and
seals this 4th day of November, 1997.
/s/ Charles G. Preble
- ---------------------------------
Charles G. Preble
President and Chief Executive
Officer
/s/ Ronald J. O'Keefe
- ---------------------------------
Ronald J. O'Keefe
Executive Vice President and
Chief Financial Officer
/s/ Brendan M. O'Grady
- ---------------------------------
Brendan M. O'Grady
Comptroller
