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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
1999 FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended DECEMBER 31, 1999 Commission File Number: 1-14066
SOUTHERN PERU COPPER CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 13-3849074
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
180 MAIDEN LANE, NEW YORK, N.Y. 10038
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (212) 510-2000
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of each exchange
Title of Each Class on Which Registered
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Common Stock, par value $0.01 per share New York Stock Exchange
Lima Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best knowledge of the registrant, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment of this
Form 10-K. [X]
As of February 29, 2000, there were of record 14,097,092 shares of Common Stock,
par value $0.01 per share, outstanding, and the aggregate market value of the
shares of Common Stock (based upon the closing price on such date as reported on
the New York Stock Exchange - Composite Transactions) of Southern Peru Copper
Corporation held by nonaffiliates was approximately $215 million. As of the
above date, there were also 65,900,833 shares of Class A Common Stock, par value
$0.01 per share, outstanding. Class A Common Stock is convertible on a
one-to-one basis into Common Stock.
PORTIONS OF THE FOLLOWING DOCUMENTS ARE INCORPORATED BY REFERENCE:
Part III: Proxy statement in connection with the Annual Meeting held on
May 9, 2000.
Part IV: Exhibit index is on page B1 through B3.
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Southern Peru Copper Corporation
FORM 10-K/A
December 31, 1999
INDEX
Page
Number
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FORM 10-K/A i
ITEM 14 ii
EXHIBIT INDEX B1-B3
FORM 11-K B22-B40
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Southern Peru Copper Corporation and Subsidiaries
FORM 10-K/A
December 31, 1999
The undersigned registrant hereby amends the 1999 Annual Report on Form 10-K as
set forth in the pages attached hereto to add the information, financial
statements and exhibits required by Form 11-K filed with respect to the Savings
Plan of Southern Peru Copper Corporation and Participating Subsidiaries pursuant
to Rule 15d-21
The following item has been refiled to reflect such amendments:
Item 14. Exhibits, Financial Statements Schedules and Reports on Form 8-K.
The Exhibits Index has been amended and is refiled herewith to include
as Exhibit 99 the report on Form 11-K relating to the Savings Plan for Salaried
Employees of Southern Peru Copper Corporation and Participating Subsidiaries,
which is filed herewith.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this amendment to be signed on it's behalf by the
undersigned thereunto duly authorized.
Southern Peru Copper Corporation
By /s/ OSCAR GONZALEZ ROCHA
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Oscar Gonzalez Rocha
President
Dated: June 28, 2000
i
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
ii
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Southern Peru Copper Corporation
Exhibit Index
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Sequential
Exhibit Page
Number Document Description Number
<S> <C> <C>
3. Certificate of Incorporation and By-laws *
3.1 Restated Certificate of Incorporation, filed December 29, 1995 (Filed
as Exhibit 3.1 to the Company's 1995 Annual Report on Form 10-K and
incorporated herein by reference) *
3.2 Certificate of Decrease, filed February 29, 1996 (Filed as Exhibit 3.2
to the Company's 1995 Annual Report on Form 10-K and incorporated
herein by reference) *
3.3 Certificate of Increase, filed February 29, 1996 (Filed as Exhibit 3.3
to the Company's 1995 Annual Report on Form 10-K and incorporated
herein by reference) *
3.4 Certificate of Decrease, filed March 24, 1997 (Filed as Exhibit 3.6 to
the Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1997 and incorporated herein by reference) *
3.5 Certificate of Increase, filed March 24, 1997 (Filed as Exhibit 3.5 to
the Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1997 and incorporated herein by reference) *
3.6 By-Laws, as last amended on February 3, 1998 (Filed as Exhibits 3.6 to
the Copmpany's 1997 Annual Report on Form 10-K and incorporated herein
by reference) *
4. Instruments Defining Rights of Security Holders *
4.1 Indenture, dated as of May 30, 1997, among Southern Peru Limited,
Southern Peru Copper Corporation, as guarantor, and Citibank, NA, as
Trustee. (Filed as Exhibit 4.1(a) to the Company's Registration
Statement on Form S-4, as amended by Amendment No. 1 thereto, File No.
333-34505, and incorporated herein by reference) *
4.2 Supplemental Indenture, dated as of May 30, 1997, among Southern Peru
Limited, Southern Peru Copper Corporation, as guarantor, and Citibank,
N.A., as Trustee. (Filed as Exhibit 4.1(b) to the Company's
Registration Statement on Form S-4, as amended by Amendment No. 1
thereto, File No. 333-34305, and incorporated herein by reference) *
4.3 Form of Amended and Restated Collateral Trust Agreement, dated as of
July 15, 1997, between Southern Peru Limited and Deutsche Bank AG, New
York Branch, as collateral trustee. (Filed as Exhibit 4.1(c) to the
Company's Registration Statement on Form S-4, as amended by Amendment
No. 1 thereto, File No. 333-34305, and incorporated herein by
reference) *
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Southern Peru Copper Corporation
Exhibit Index
Sequential
Exhibit Page
Number Document Description Number
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<S> <C> <C>
4.4 Form of Series A-1 Secured Export Notes due 2007 (Filed as Exhibit
4.1(d) to the Company's Registration Statement on Form S-4, as amended
by Amendment No. 1 thereto, File No. 333-34305, and incorporated herein
by reference) *
4.5 Supplemental Indenture, dated as of October 15, 1998 among Southern
Peru Limited, Southern Peru Copper Corporation as guarantor, and
Citibank, N.A., as Trustee (Filed as Exhibit 4.5 to the Company's 1998
Annual Report on form 10-K and incorporated herein by reference) *
4.6 Supplemental Indenture, dated as of December 22, 1998 between Southern
Peru Copper Corporation and Citibank, N.A. as Trustee (Filed as Exhibit
4.6 to the Company's 1998 Annual Report on Form 10-K and incorporated
herein by reference) *
10. Material Contracts
10.1 Form of Agreement Among Certain Stockholders of the Company (Filed as
Exhibit 10.1 to the Company's Registration Statement on Form S-4, as
amended by Amendments No. 1 and 2 thereto, File No 33-97790 (the "Form
S-4"), and incorporated herein by reference) *
10.2 Tax Stability Agreement, dated August 8, 1994, between the Government
of Peru and the Company regarding SX/EW facility (and English
translation) (Filed as Exhibit 10.3 to the Company's Form S-4 and
incorporated herein by reference) *
10.3 Incentive Compensation Plan of the Company (Filed as Exhibit 10.11 to
the Company's Form S-4 and incorporated herein by reference) *
10.4 Supplemental Retirement Plan of the Company, as amended restated as of
November 4, 1999 *
10.5 Stock Incentive Plan of the Company (Filed as an Exhibit to the
Company's Registration Statement on Form S-8 dated March 25, 1996
(Registration No. 333-2736) and incorporated herein by reference) *
10.6 Form of Directors Stock Award Plan of the Company (Filed as Exhibit
10.16 to the Company's Form S-4 and incorporated herein by reference) *
10.7 Deferred Fee Plan for Directors, as amended and restated as of November
4, 1999 *
10.8 Form of Agreement Accepting Membership in the Plan, containing text of
Retirement Plan and Trust for Selected Employees (Filed as Exhibit
10.17 to the Company's Form S-4 and incorporated herein by reference) *
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Southern Peru Copper Corporation
Exhibit Index
Sequential
Exhibit Page
Number Document Description Number
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<S> <C> <C>
10.9 Compensation Deferral Plan, as amended and restated as of November 4,
1999. *
10.10 Credit Agreement dated as of March 31, 1997 among Southern Peru
Limited, as Borrower, Southern Peru Copper Corporation, as Guarantor,
the several banks and other financial institutions from time to time
parties to the Credit Agreement, Morgan Guaranty Trust Company of New
York, as Administrative Agent, The Chase Manhattan Bank, as
Documentation Agent, Citicorp Securities, Inc., as Syndication Agent,
and Deutsche Bank AG, New York Branch, as Security and Collateral
Agent. (Filed as Exhibit 10.9 to the Company's Registration Statement
on Form S-4, File No. 333-3405, and incorporated herein by reference) *
10.11 First Amendment to the Credit Agreement, dated July 14, 1997. (Filed as
Exhibit 10.10 to the Company's Registration Statement on Form S-4, File
No. 333-34305, and incorporated herein by reference) *
21.1 Subsidiaries of the Company *
23.1 Consent of Arthur Andersen
23.2 Consent of PricewaterhouseCoopers LLP
99. Report on Form 11-K relating to the Savings Plan of Southern Peru
Cooper Corporation and Participating Subsidiaries
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Copies of exhibits may be acquired upon written request to the Treasurer and the
payment of processing and mailing costs.
* Previously filed
