SCHEDULE 13D
Amendment No. 2
Buenaventura Mining Company Incorporated
American Depositary Receipts
Cusip # 204448104
Cusip # 204448104
Item 1: Reporting Person - FMR Corp. - (Tax ID: 04-2507163)
Item 4: PF
Item 6: Commonwealth of Massachusetts
Item 7: None
Item 8: None
Item 9: 1,153,800
Item 10: None
Item 11: 1,210,871
Item 13: 13.79%
Item 14: HC
PREAMBLE
The filing of this Schedule 13D is not, and should not be
deemed to be, an admission that such Schedule 13D is required to
be filed. See the discussion under Item 2.
Item 1. Security and Issuer.
This statement relates to shares of the American Depositary
Receipts, $0.01 par value (the "Shares") of Buenaventura Mining
Company Incorporated, a Peru corporation (the "Company"). The
principal executive offices of the Company are located at Carlos
Villaran, 790 Urb. Santa Catalina, Lima, Peru R5.
Item 2. Identity and Background.
Item 2 is amended as follows:
This statement is being filed by FMR Corp., a Massachusetts
Corporation ("FMR"). A separate Schedule 13D is being filed by
Fidelity International Limited, a Bermuda joint stock company
incorporated for an unlimited duration by private act of the
Bermuda legislature ("FIL"). FMR is a holding company one of
whose principal assets is the capital stock of a wholly-owned
subsidiary, Fidelity Management & Research Company ("Fidelity"),
which is also a Massachusetts corporation. Fidelity is an
investment advisor which is registered under Section 203 of the
Investment Advisors Act of 1940 and which provides investment
advisory services to more than 30 investment companies which are
registered under Section 8 of the Investment Company Act of 1940
and serves as investment advisor to certain other funds which are
generally offered to limited groups of investors (the "Fidelity
Funds"). Various directly or indirectly held subsidiaries of FMR
are also engaged in investment management, venture capital asset
management, securities brokerage, transfer and shareholder
servicing and real estate development. The principal offices of
FMR and Fidelity are located at 82 Devonshire Street, Boston,
Massachusetts 02109.
FIL is an investment adviser which provides investment
advisory and management services to a number of non-U.S.
investment companies or instrument trusts (the "International
Funds") and certain institutional investors. Prior to June 30,
1980, FIL was a majority-owned subsidiary of Fidelity. On that
date, the shares of FIL held by Fidelity were distributed, as a
dividend, to the shareholders of FMR. FIL currently operates as
an entity independent of FMR and Fidelity, with certain common
shareholders. The International Funds and FIL's other clients,
with the exception of Fidelity and an affiliate of Fidelity, are
non-U.S. entities. Various foreign-based subsidiaries of FIL are
also engaged in investment management. The principal office of
FIL is located at Pembroke Hall, 42 Crow Lane, Hamilton, Bermuda.
Members of the Edward C. Johnson 3d family are the
predominant owners of Class B shares of common stock of FMR
representing approximately 49% of the voting power of FMR. Mr.
Johnson 3d owns 12.0% and Abigail Johnson owns 24.5% of the
aggregate outstanding voting stock of FMR. Mr. Johnson 3d is the
Chairman of FMR. The Johnson family group and all other Class B
shareholders have entered into a shareholders' voting agreement
under which all Class B shares will be voted in accordance with
the majority vote of Class B shares. Accordingly, through their
ownership of voting common stock and the execution of the
shareholders' voting agreement, members of the Johnson family may
be deemed, under the Investment Company Act of 1940, to form a
controlling group with respect to FMR. The business address and
principal occupation of Mr. Johnson 3d is set forth in Schedule A
hereto.
In addition, a partnership controlled by Mr. Johnson and
members of his family own shares of FIL voting stock with the
right to cast approximately 47.22% of the total votes which may
be cast by all holders of FIL voting stock. Mr. Johnson 3d is
Chairman of FMR and FIL. FMR and FIL are separate and
independent corporate entities. FMR and FIL are managed
independently and their boards of Directors are generally
composed of different individuals. Their investment decisions
are made independently, and clients are different organizations.
The business address and principal occupation of Mr. Johnson 3d
is set forth in Schedule A hereto.
The American Depositary Receipts to which this statement
relates are owned directly by fourteen of the Fidelity Funds, and
by Fidelity International Limited, through its subsidiaries and
affiliates.
FMR and FIL are of the view that they are not acting as a
"group" for purposes of Section 13(d) under the Securities
Exchange Act of 1934 (the "1934 Act") and that they are not
otherwise required to attribute to each other the "beneficial
ownership" of securities "beneficially owned" by the other
corporation within the meaning of Rule 13d-3 promulgated under
the 1934 Act. Therefore, they are of the view that the American
Depositary Receipts held by the other corporations need not be
aggregated for purposes of Section 13(d). However, FMR is making
this filing on a voluntary basis as if all of the American
Depositary Receipts are beneficially owned by FMR and FIL on a
joint basis.
The name, residence or business address, principal
occupation or employment and citizenship of each of the executive
officers and directors of FMR are set forth in Schedule A hereto.
Within the past five years, none of the persons named in
this Item 2 or listed on Schedule A has been convicted in any
criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to any civil proceeding and as
a result thereof was or is subject to any judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to federal or state securities laws
or finding any violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended as follows:
The Fidelity Funds which own or owned American Depositary
Receipts purchased in the aggregate 1,681,700 American Depositary
Receipts for cash in the amount of approximately $29,777,167,
including brokerage commissions. The Fidelity Funds used their
own assets in making such purchase and no part of the purchase
price is represented by borrowed funds. Proceeds from 527,900
American Depositary Receipts sold aggregated approximately
$9,860,816. The attached Schedule B sets forth American
Depositary Receipts purchased and/or sold since December 4, 1997.
The International Funds and accounts, which own or owned
American Depositary Receipts, purchased in the aggregate 224,164
American Depositary Receipts for cash in the amount of
approximately $4,165,925, including brokerage commissions. The
International Funds and accounts used their own assets in making
such purchase and no part of the purchase price is represented by
borrowed funds. Proceeds from 171,064 American Depositary
Receipts sold aggregated approximately $2,671,822.
Item 4. Purpose of Transaction.
Item 4 is amended as follows:
The purpose of Fidelity in having the Fidelity Funds and the
Accounts purchase American Depositary Receipts (see Item 5 below)
is to acquire an equity interest in the Company in pursuit of
specified investment objectives established by the Board of
Trustees of the Fidelity Funds and by the investors in the
Accounts.
Fidelity may continue to have the Fidelity Funds and the
Accounts purchase American Depositary Receipts subject to a
number of factors, including, among others, the availability of
American Depositary Receipts of sale at what they consider to be
reasonable prices and other investment opportunities that may be
available to the Fidelity Funds and Accounts.
Fidelity intends to review continuously the equity position
of the Fidelity Funds and Accounts in the Company. Depending
upon future evaluations of the business prospects of the Company
and upon other developments, including, but not limited to,
general economic and business conditions and money market and
stock market conditions, Fidelity may determine to cease making
additional purchases of American Depositary Receipts or to
increase or decrease the equity interest in the Company by
acquiring additional American Depositary Receipts, or by
disposing of all or a portion of the American Depositary
Receipts.
Fidelity has no present plan or proposal which relates to or
would result in (i) an extraordinary corporate transaction, such
as a merger, reorganization, liquidation, or sale of transfer of
a material amount of assets involving the Company or any of its
subsidiaries, (ii) any change in the Company's present Board of
Directors or management, (iii) any material changes in the
Company's present capitalization or dividend policy or any other
material change in the Company's business or corporate structure,
(iv) any change in the Company's charter or by-laws, or (v) the
Company's common stock becoming eligible for termination of its
registration pursuant to Section 12(g)(4) of the 1934 Act.
Item 5. Interest in Securities of Issuer.
Item 5 is amended as follows:
Although Item 5 assumes that FMR, Fidelity, and FIL
beneficially own all 1,210,871 American Depositary Receipts,
reference is made to Item 2 for a disclaimer of beneficial
ownership with respect to the securities which are "beneficially
owned" by the other corporations.
(a) FMR beneficially owns, through Fidelity, as investment
advisor to the Fidelity Funds, 1,153,800 American Depositary
Receipts, or approximately 13.14% of the outstanding American
Depositary Receipts of the Company. FIL beneficially owns, as
investment advisor to the International Funds, 57,071 American
Depositary Receipts, or approximately 0.65% of the outstanding
American Depositary Receipts of the Company. Neither FMR,
Fidelity, nor any of its affiliates nor, to the best knowledge of
FMR, any of the persons named in Schedule A hereto, beneficially
owns any other American Depositary Receipts. The combined
holdings of FMR, Fidelity, and FIL are 1,210,871 American
Depositary Receipts, or approximately 13.79% of the outstanding
American Depositary Receipts of the Company.
(b) FMR, through is control of Fidelity, investment advisor
to the Fidelity Funds, and the Funds each has sole power to
dispose of the American Depositary Receipts. Neither FMR nor Mr.
Johnson has the sole power to vote or direct the voting of the
1,153,800 American Depositary Receipts owned directly by the
Fidelity Funds, which power resides with the Funds' Boards of
Trustees. Fidelity carries out the voting of the American
Depositary Receipts under written guidelines established by the
Funds' Board of Trustees.
(c) Except as set forth in Schedule B, neither FMR, or any
of its affiliates, nor, to the best knowledge of FMR, any of the
persons named in Schedule A hereto has effected any transaction
in American Depositary Receipts during the past sixty (60) days.
Item 6. Contract, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Neither FMR nor any of its affiliates nor, to the best
knowledge of FMR, any of the persons named in Schedule A hereto
has any joint venture, finder's fee, or other contract or
arrangement with any person with respect to any securities of the
Company.
The Funds and Accounts may from time to time own debt
securities issued by the Company or its direct or indirect
subsidiaries, and may from time to time purchase and/or sell such
debt securities.
Item 7. Material to be Filed as Exhibits.
Not Applicable.
This statement speaks as of its date, and no inference
should be drawn that no change has occurred in the facts set
forth herein after the date hereof.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
FMR Corp.
DATE: January 15, 1998 By:/s/Eric D. Roiter
Eric D. Roiter
V.P. & General Counsel - FMR
Co.
Duly authorized under Powers
of Attorney dated
December 30, 1997, by and on
behalf of FMR
Corp. and its direct and
indirect subsidiaries
SCHEDULE A
The name and present principal occupation or employment of
each executive officer and director of FMR Corp. are set forth
below. The business address of each person is 82 Devonshire
Street, Boston, Massachusetts 02109, and the address of the
corporation or organization in which such employment is conducted
is the same as his business address. All of the persons listed
below are U.S. citizens.
POSITION WITH
PRINCIPAL
NAME FMR CORP. OCCUPATION
Edward C. Johnson 3d President,
Chairman of the
Director, CEO Board and CEO, FMR
Corp.
Chairman &
Mng. Director
J. Gary Burkhead Director and Vice Chairman President,
Fidelity Investments
Institutional
Services
Company, Inc.
James C. Curvey Director, Vice Chairman, Chief Operating
Officer, FMR
Chief Operating Officer
William L. Byrnes Director & Mng. Vice Chairman, FIL
Director
Abigail P. Johnson Director Associate Director
and Senior Vice President - Fidelity
Management & Research Company
George A. Vanderheiden Director Senior
Vice President,
Fidelity Management
& Research Company
David C. Weinstein Sr. Vice President Sr. Vice President
Administration Administration, FMR
Corp.
Mark A. Peterson Executive Vice President President - Fidelity
Investments Technology &
Processing Group
Gerald M. Lieberman Sr. Vice Pres. - Sr. Vice Pres. -
Chief Financial Chief Financial
Officer Officer, FMR Corp.
SCHEDULE B
Buenaventura Mining Company Incorporated
One Fidelity Fund(s) purchased American Depositary Receipts since
December 4, 1997 at the dates and at the prices set forth below.
The transactions were made for cash in open market transactions
or with other investment companies with the same or an affiliated
investment advisor.
DATE SHARES PRICE
12-23-97 7,600 $15.095
12-24-97 500 15.437
12-26-97 1,400 15.625
12-29-97 5,300 15.393
12-30-97 3,700 15.533
SCHEDULE B
Buenaventura Mining Company Incorporated
Three Fidelity Fund(s) sold American Depositary Receipts since
December 4, 1997 at the dates and at the prices set forth below.
The transactions were made for cash in open market transactions
or with other investment companies with the same or an affiliated
investment advisor.
DATE SHARES PRICE
12-05-97 10,000 $13.250
12-12-97 500 12.500
12-31-97 8,900 16.000
01-13-98 10,000 11.101
01-14-98 10,000 11.143
