SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Southern Peru Copper Corporation
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(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
843611104
(CUSIP Number)
ASARCO Incorporated
Southern Peru Holdings Company
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(Name of Person Filing Statement)
Robert Ferri
Vice President and General Counsel
ASARCO Incorporated
180 Maiden Lane
New York, NY 10038
(212) 510-2000
and
Daniel Tellechea Salido
Vice President and Treasurer
Southern Peru Holdings Company
Baja California 200
Colonia Roma Sur.
06760 Mexico City, Mexico
Tel. No. 011-525-574-2067
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
COPY TO:
Michael L. Fitzgerald, Esq.
Brown & Wood LLP
One World Trade Center
New York, New York 10048
Tel. No. (212) 839-5300
October 12, 2000
------------------------------------------
(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 |_|.
(Continued on following page(s))
<PAGE>
ASARCO Incorporated ("ASARCO") and Southern Peru Holdings Company,
("SPHC" and, together with ASARCO, the "Reporting Persons") hereby amend their
Report on Schedule 13D regarding Southern Peru Copper Corporation (the
"Company") originally filed on January 12, 1996, as amended on March 6, 1996
and as further amended on November 19, 1999 (together, the "Schedule 13D").
This Schedule 13D relates to common stock of the Company, $0.01 par value per
share ("Common Stock") and Class A Common Stock of the Company, $0.01 par
value per share ("Class A Common Stock", together, with Common Stock, the
"Common Shares"). Unless otherwise indicated, capitalized terms used but not
defined herein shall have the same meanings assigned to them in the Schedule
13D.
Item 2. Identity and Background.
Item 2 is hereby amended by adding the following:
Effective October 12, 2000, Nueva G. Mexico, S.A. de C.V. ("New GM")
completed an exchange offer with the shareholders of GM pursuant to which New
GM became the owner of approximately 99.8% of the outstanding shares of GM and
the former shareholders of GM became shareholders of New GM.
New GM is a Mexican corporation with its principal executive offices
located at Baja California 200, Colonia Roma Sur, 06760 Mexico City, Mexico.
New GM's principal business is to act as a holding company for the shares of
other corporations engaged in the mining, processing and sale of metals and
railways operations.
The largest shareholder of New GM is Empresarios Industriales de
Mexico, S.A. de C.V., a Mexican corporation ("EIM"). The principal business of
EIM is to act as a holding company for shares of other corporations engaged in
a variety of businesses including mining, construction, real estate and
drilling. The principal executive offices of EIM are located at Insurgentes
Sur No. 432-9, Colonia Roma Sur 06760, Mexico City, Mexico. Mr. German Larrea
Mota-Velasco is the Chairman of the Board and Chief Executive Officer of SPHC.
Mr. German Larrea is the Chairman of the Board and Chief Executive Officer of
GM and EIM. EIM, which is controlled by the Larrea family (including Mr.
German Larrea), together with the holdings of various family members and of
other stockholders who have supported the Larrea family, directly or
indirectly may be deemed to control a majority of the capital stock of New
GM. Mr. German Larrea disclaims beneficial ownership of such shares other
than the shares held directly by him (comprising approximately 2.71% of the
outstanding shares of New GM).
Annex I hereto sets forth the name, business address, present
principal occupation or employment and citizenship of each director and
executive officer of New GM. The information set forth in Annex I hereto is
incorporated herein by reference.
Neither New GM or, to its knowledge, any of the persons listed in
Annex I hereto, has 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.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended by adding the following:
Except as set forth in the Schedule 13D, none of the Reporting
Persons, GM, New GM or EIM or, to their knowledge, any of the persons listed
in Annex I hereto, beneficially owns any equity security of the Company and
none of the Reporting Persons, GM or EIM or, to their knowledge, any of the
respective directors, executive officers or subsidiaries of any of the
foregoing, has effected any transaction in any equity security of the Company
during the past 60 days.
<PAGE>
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.
Dated: October 12, 2000
ASARCO INCORPORATED
By /s/ Daniel Tellechea Salido
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Name: Daniel Tellechea Salido
Title: Vice President
SOUTHERN PERU HOLDING COMPANY
By /s/ Daniel Tellechea Salido
-----------------------------------
Name: Daniel Tellechea Salido
Title: Vice President and Treasurer
<PAGE>
ANNEX I
DIRECTORS AND EXECUTIVE OFFICERS
1. Directors and Executive Officers of New GM. The following table sets forth
the name, principal business address, title and present principal occupation
or employment of each director and executive officer of New GM. Each such
person is a citizen of Mexico.
<TABLE>
<CAPTION>
Name Principal Business Address Title Principal Occupation
--------------------------- ------------------------------ --------------------- -------------------------
<S> <C> <C> <C>
German Larrea Mota-Velasco Av. Baja California 200, Chairman of the Chairman of the Board
Col. Roma Sur, Board and Chief and Chief Executive
06760, Mexico City Executive Officer Officer of New GM
of New GM
Juan Sanchez-Navarro Peon Av. Baja California 200, Director of New GM Vice President of Grupo
Col. Roma Sur, Modelo, S.A. de C.V.
06760, Mexico City
Romulo O'Farril Jr. Av. Baja California 200, Director of New GM Chief Executive Officer
Col. Roma Sur, of Novedades Editores,
06760, Mexico City S.A. de C.V.
Prudencio Lopez Martinez Av. Baja California 200, Director of New GM President of Sanvica,
Col. Roma Sur, S.A. de C.V.
06760, Mexico City
Juan I. Gallardo Thurlow Av. Baja California 200, Director of New GM Chairman of the Board of
Col. Roma Sur, Grupo Azucarero de
06760, Mexico City Mexico, S.A. de C.V.
Claudio X. Gonzalez Av. Baja California 200, Director of New GM Chairman of the Board
Col. Roma Sur, and Chief Executive
06760, Mexico City Officer of
Kimberly-Clark de
Mexico, S.A. de C.V.
Carlos Giron Peltier Av. Baja California 200, Director of New GM Retired.
Col. Roma Sur,
06760, Mexico City
Jose Mendoza Fernandez Av. Baja California 200, Director of New GM Chief Executive of
Col. Roma Sur, Bufete Industrial, S.A.
06760, Mexico City de C.V.
Genaro Larrea Mota-Velasco Av. Baja California 200, Director and Commercial Managing
Col. Roma Sur, Commercial Managing Director of New GM
06760, Mexico City Director of New GM
Agustin Santamarina Vasquez Campos Eliseos, 345-2, Director and Of counsel at Santamaria
Col. Chapultepec Polanco, Secretary of the y Steta
11560, Mexico City Board of Directors
of New GM
Hector Calva Ruiz Av. Baja California 200, Managing Director Managing Director for
Col. Roma Sur, for Exploration Exploration and Projects
06760, Mexico City Projects and of New GM
Alternate Director
of New GM
Daniel Tellechea Salido Av. Baja California 200, Managing Director Managing Director for
Col. Roma Sur, for Administration Administration and
06760, Mexico City and Finance and Finance of New GM
Alternate Director
of New GM
Oscar Gonzalez Rocha Av. Baja California 200, Managing Director Managing Director for
Col. Roma Sur, for Mexicana Cobre, Mexicana Cobre, S.A. de
06760, Mexico City S.A. de C.V. and C.V. and Mexicana de
for Mexicana de Cananea, S.A. de C.V.
Cananea, S.A. de
C.V. and Alternate
Director of New GM
Xavier Garcia de Quevedo Bosques de Ciruelos 99, Managing Director Managing Director for
Topete Col. Bosques de las Lomas, for Grupo Grupo Ferroviario
11700, Mexico City Ferroviario Mexicano, S.A. de C.V.
Mexicano, S.A. de and Ferrocarril
C.V. and Mexicano, S.A. de C.V.
Ferrocarril
Mexicano, S.A. de
C.V. and Alternate
Director of New GM
Alfredo Casar Perez Av. Baja California 200, Managing Director Managing Director for
Col. Roma Sur, for Development and Development of New GM
06760, Mexico City Alternate Director
for New GM
Daniel Chavez Carreon Av. Baja California 200, Managing Director Managing Director for
Col. Roma Sur, for Industrial Industrial Minera
06760, Mexico City Minera Mexico, S.A. Mexico, S.A. de C.V.
de C.V. and
Alternate Director
of New GM
Eduardo Gonzalez Gomez Av. Insurgentes Sur 432, Alternate Director Independent financial
Col. Roma Sur, of New GM advisor
06760, Mexico City
Sergio M. Ferrer De la Av. Baja California 200, General Counsel and General Counsel of New GM
Barrera Col. Roma Sur, Alternate Director
06760, Mexico City of New GM
Manuel Calderon Cardenas Av. Baja California 200, Director of Mine Director of Mine
Col. Roma Sur, and Planning Planning and Control of
06760, Mexico City Control of New GM New GM
Vidal Muhech Dip Av. Baja California 200, Director for Director for Engineering
Col. Roma Sur, Engineering and and Construction of New
06760, Mexico City Construction of New GM
GM
Ernesto Duran Trinidad Av. Baja California 200, Comptroller of New Comptroller of New GM
Col. Roma Sur, GM
06760, Mexico City
Genaro Guerrero Diaz Mercado Av. Baja California 200, Treasurer of New GM Treasurer of New GM
Col. Roma Sur,
06760, Mexico City
Gabino Paez Gonzalez Av. Baja California 200, Managing Director Managing Director for
Col. Roma Sur, for Industrial Industrial Relations of
06760, Mexico City Relations and New GM
Alternate Director
of New GM
Rolando Vega Iniguez Av. Baja California 200, Examiner of New GM Examiner of New GM
Col. Roma Sur,
06760, Mexico City
Gilberto Nava Escobedo Av. Baja California 200, Alternate Examiner Alternate Examiner of
Col. Roma Sur, of New GM New GM
06760, Mexico City
</TABLE>
