UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
SOUTHERN PERU COPPER CORPORATION
(Name of Issuer)
Common Stock
$0.01 par value
(Title of Class of Securities)
843611 10 4
(CUSIP Number)
ASARCO Incorporated
(Name of Person Filing Statement)
Augustus B. Kinsolving
Vice President and General Counsel
ASARCO Incorporated
Tel. No.: (212) 510-2000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
February 27, 1996
(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 statement because of Rule 13d-1(b)(3) or (4), check the following:
[ ].
Check the following box if a fee is being paid with this statement:
[ ].
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 843611 10 4 | | Page 2 of 5 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON |
| | |
| | ASARCO Incorporated Employer ID No. 13-492440 |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |x| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS |
| | 00 |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | New Jersey |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 43,348,949 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 43,348,949 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 43,348,949 |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | Approx. 54.0% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON |
| | CO |
|____|____________________________________________________________________|
SEC 1746 (9-88)
ASARCO Incorporated ("ASARCO") hereby amends and supplements
its Report on Schedule 13D regarding Southern Peru Copper Corporation,
originally filed on January 12, 1996 (the "Schedule 13D"). Unless
otherwise indicated, capitalized terms used but not defined herein shall
have the meaning assigned to such term in the Schedule 13D.
Item 1. Security and Company.
This statement relates to 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 "Company"). The Company's principal executive offices are at Avenida
Caminos del Inca No. 171, Chacarilla del Estanque, Santiago de Surco, Lima 33,
Peru and 180 Maiden Lane, New York, New York 10038.
Item 5. Interest in Securities of the Company.
The response set forth in Item 5 of the Schedule 13D is hereby
amended and supplemented by the following information:
ASARCO has been advised that on February 27, 1996, Cerro
Trading Company, Inc., a holder of Class A Common Stock of the Company,
effected the transfer of 2,200,000 shares of its Class A Common Stock (the
"Cerro Transfer"). ASARCO has further been advised that the Cerro Transfer
has resulted in the conversion of the above-referenced shares, on a
one-for-one basis, into 2,200,000 shares of Common Stock (the "Cerro
Conversion"), in accordance with the terms of the Company's Restated
Certificate of Incorporation as in effect on February 27, 1996 (the "Restated
Certificate").
For the purpose of Rule 13d-3 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), ASARCO
beneficially owns 43,348,949 shares of Class A Common Stock, which are
convertible on a one-for-one basis into shares of Common Stock. ASARCO has
neither acquired nor disposed of any shares of Class A Common Stock or
Common Stock since the date of the Schedule 13D. However, as a result of
the Cerro Conversion, ASARCO's percentage ownership of the Company's
outstanding Class A Common Stock has increased from 63.0% to 65.1%.
ASARCO's percentage ownership of the outstanding Common Shares remains
approximately 54%. THE CHANGE REFLECTED IN ITEM 5 IS DUE SOLELY TO A
DECREASE IN THE OUTSTANDING SHARES OF CLASS A COMMON STOCK AS A RESULT OF
THE CERRO CONVERSION.
ASARCO believes that one of its executive officers has acquired
Common Stock since the date of the Schedule 13D and, accordingly, the
information set forth in Schedule C to the Schedule 13D is hereby supplemented
as follows:
Name: David B. Woodbury
Shares Acquired: 500
Date Acquired: February 6, 1996
Price per Share: 19 1/2
Source of Funds: Personal
Beneficial Ownership: Voting and investment
power shared with spouse
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: March 6, 1996
ASARCO Incorporated
By: /s/ Kevin R. Morano
--------------------------
Kevin R. Morano
Vice President and
Chief Financial Officer
