UNITED STATES

 

 

SECURITIES AND EXCHANGE
COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 8)*

Southern Peru Copper Corporation

(Name of Issuer)

 

Common Stock, Par Value $0.01

(Title of Class of Securities)

 

843611104

(CUSIP Number)

 

Armando Ortega Gómez

General Counsel

Grupo México, S.A. de C.V.

Baja California 200

Colonia Roma Sur

06760 México City, México

Tel. 011-525-574-2067

 

and

 

Armando Ortega Gómez

General Counsel

Grupo Minero México Internacional, S.A. de C.V.

Baja California 200

Colonia Roma Sur

06760 México City, México

Tel. 011-525-574-2067

 

and

 

J. Eduardo González Félix

President and CEO

Americas Mining Corporation

2575 East Camelback Road, Suite 500

Phoenix, Arizona 85016

Tel. (602) 977-6500

 

and

 

Ernesto Durán Trinidad

 Comptroller

SPHC II Incorporated

2575 East Camelback Road, Suite 500

Phoenix, Arizona 85016

Tel. (602) 977-6500

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

copy to:

Michael L. Fitzgerald, Esq.

Milbank, Tweed, Hadley & McCloy LLP

One Chase Manhattan Plaza

New York, NY 10005

(212) 530-5224

 

October 21, 2004

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

CUSIP No.  843611104

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Grupo México, S.A. de C.V.
13-1808503

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
00

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
México

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power 
43,529,649

 

9.

Sole Dispositive Power 
0

 

10.

Shared Dispositive Power 
43,529,649

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
43,529,649

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11) 
54.4% of total Common Shares, (1) 65.8 of Class A Common Stock

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

(1) Assuming conversion of all outstanding shares of Class A Common Stock into Common Stock on a one-to-one basis.

 

2


 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Grupo Minero México Internacional, S.A. de C.V.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
00

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power 
43,529,649

 

9.

Sole Dispositive Power 
0

 

10.

Shared Dispositive Power 
43,529,649

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
43,529,649

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11) 
54.4% of total Common Shares, (1) 65.8 of Class A Common Stock

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

(1) Assuming conversion of all outstanding shares of Class A Common Stock into Common Stock on a one-to-one basis.

 

3


 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Americas Mining Corporation
86-1010884

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
00

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power 
43,529,649

 

9.

Sole Dispositive Power 
0

 

10.

Shared Dispositive Power 
43,529,649

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
43,529,649

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11) 
54.4% of total Common Shares, (1) 65.8 of Class A Common Stock

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

(1) Assuming conversion of all outstanding shares of Class A Common Stock into Common Stock on a one-to-one basis.

 

4


 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
SPHC II Incorporated
13-3700414

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
00

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power 
43,348,949

 

9.

Sole Dispositive Power 
0

 

10.

Shared Dispositive Power 
43,348,949

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
43,348,949

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11) 
54.2% of total Common Shares, (1) 65.8% of Class A Common Stock

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

(1) Assuming conversion of all outstanding shares of Class A Common Stock into Common Stock on a one-to-one basis.

 

5


 

Grupo México, S.A. de C.V. (“Grupo México”), Grupo Minero México Internacional, S.A. de C.V. (“GMMI”), Americas Mining Corporation (“AMC”), and SPHC II Incorporated (“SPHC II”), (collectively, Grupo México, GMMI, AMC, and SPHC II, the “Reporting Persons”) hereby amend the report on Schedule 13D regarding shares of Southern Peru Copper Corporation (the “Company”), originally filed on January 12, 1996, as further amended on March 6, 1996, on November 19, 1999, on October 13, 2000, on May 17, 2001, on July 16, 2001, on February 11, 2003 and March 31, 2003 (collectively with this Amendment No. 8, the “Schedule 13D”). Unless otherwise indicated, capitalized terms used but not defined herein shall have the same meanings assigned to them in Schedule 13D.

 

Item 1.

Security and Issuer

This Schedule 13D relates to Common Stock of the Company, $0.01 par value per share and Class A Common Stock of the Company, $0.01 par value per share (collectively, the “Company Common Stock”).

 

Item 2.

Identity and Background

Item 2 is hereby amended and supplemented by adding the following:

 

Annex I hereto sets forth the name, business address, title, present principal occupation or employment and citizenship of each director and executive officer on the date hereof of Grupo México. The information set forth in Annex I hereto is incorporated herein by reference.

 

Annex II hereto sets forth the name, business address, title, present principal occupation or employment and citizenship of each director and executive officer of GMMI. The information set forth in Annex II hereto is incorporated herein by reference.

 

Annex III hereto sets forth the name, business address, title, present principal occupation or employment and citizenship of each director and executive officer of AMC. The information set forth in Annex III hereto is incorporated herein by reference.

 

Annex IV hereto sets forth the name, business address, title, present principal occupation or employment and citizenship of each director and executive officer of SPHC II. The information set forth in Annex IV hereto is incorporated herein by reference.

 

During the past five years, the Reporting Persons have not, and, to the best of their knowledge, no person listed in Annex I through Annex IV hereto has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which such person 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.

 

Since the filing of Amendment No. 7 to this Schedule 13D (filed on March 31, 2003), Controladora Minera México, S.A. de C.V. has merged into GMMI and therefore is no longer a Reporting Person.

 

6


 

Item 4.

Purpose of Transaction

Item 4 is hereby amended and supplemented by adding the following:

 

As previously announced in the Company’s report filed on Form 8-K on October 21, 2004, the Company entered into a merger agreement, dated October 21, 2004 (the “Merger Agreement”), under which Grupo México, the Company’s largest stockholder, will, through its subsidiary, AMC, sell to the Company all of its shares of its subsidiary, Minera México, S.A. de C.V. (“MM”), representing 99.15% of the outstanding shares of MM, in return for the issuance to AMC of approximately 67.2 million shares of Company Common Stock.  This summary description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is incorporated hereto by reference to the current Company report filed on Form 8-K on October 22, 2004.

 

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The response to Item 4 is incorporated herein by reference in its entirety.

 

 

Item 7.

Material to Be Filed as Exhibits

 

Exhibit No.

 

Title

 

 

 

1

 

Agreement and Plan of Merger, dated October 21, 2004, by and among Southern Peru Copper Corporation, SPCC Merger Sub, Inc., Americas Sales Company, Inc., Americas Mining Corporation, and Minera México S.A. de C.V., (incorporated by reference to Exhibit 2.1 to Southern Peru Copper Corporation’s Current Report on Form 8-K dated October 22, 2004).

 

7


 

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 25, 2004

 

 

 

 

GRUPO MÉXICO, S.A. DE C.V.

 

 

 

 

 

/s/ Armando Ortega Gómez

 

 

Name: Armando Ortega Gómez

 

Title: General Counsel

 

 

 

 

 

GRUPO MINERO MÉXICO
INTERNATIONAL, S.A. DE C.V.

 

 

 

 

 

/s/ Armando Ortega Gómez

 

 

Name: Armando Ortega Gómez

 

Title: General Counsel

 

 

 

 

 

AMERICAS MINING CORPORATION

 

 

 

 

 

/s/ J. Eduardo González Félix

 

 

Name: J. Eduardo González Félix

 

Title: President and CEO

 

 

 

 

 

SPHC II INCORPORATED

 

 

 

 

 

/s/ Ernesto Durán Trinidad

 

 

Name: Ernesto Durán Trinidad

 

Title: Comptroller

 

8


 

Annex I

GRUPO MÉXICO

Directors and Executive Officers

 

DIRECTORS AND EXECUTIVE OFFICERS OF GRUPO MÉXICO.  The following table sets forth the name, principal business address, title and present principal occupation or employment of each director and executive officer of Grupo México.  Each such person is a citizen of México.

 

Name of Director
or Executive

 

Business Address

 

Title

 

Present Principal Occupation
or Employment

German Larrea
Mota-Velasco

 

Baja California 200
06760 México City

 

Chairman of the Board and Chief Executive Officer

 

Chairman of the Board and Chief Executive Officer of Grupo México.

Genaro Larrea
Mota-Velasco

 

2575 East Camelback Road
Suite 500
Phoenix, Arizona 85016

 

Director

 

Private Business

Juan I. Gallardo
Thurlow

 

Monte Caucaso 915, Fl. 4
11000 México City

 

Director

 

President and Chairman of the Board of Grupo Azucarero de México, S.A. de C.V.

Romulo O’Farril Jr.

 

Avenue San Jeronimo 790-A
11000 México City

 

Director

 

President and General Director of Novedades de Acapulco, S.A. de C.V.

Claudio X.
Gonzalez

 

Jose Luis LaGrange 103, Fl. 3
11510 México City

 

Director

 

Chairman of the Board and General Director of Kimberly Clark de México, S.A de C.V.

Jose Mendoza
Fernandez

 

Privada Juarez 43
04000 México City

 

Director

 

Chairman of the Board of Desarrollos Industriales Immobiliarios, S.A de C.V.

Prudencio Lopez
Martinez

 

Vasco de Quiroga 2121, Fl. 2
01210 México City

 

Director

 

President of Sanvica, S.A. de C.V.

Antonio Madero
Bracho

 

Monte Pelvoux 220, Fl. 8
11000 México City

 

Director

 

Executive President of San Luis Corporacion, S.A. de C.V.

Luis Tellez
Kuenzler

 

Paseo de Los Tamarindos 400,
Torre B, Fl. 32
05120 México City

 

Director

 

Executive Vice President of Grupo Desc, S.A. de C.V.

Emilio Carrillo
Gamboa

 

Plaza ScotiaBank,
Blvd. Manuel Avila Camacho
1-609
11009, México City

 

Director

 

Partner of Bufete Carillo, S.C.

Agustin
Santamarina V.

 

Campos Eliseos 345
11560 México City

 

Director and Secretary of the Board

 

Partner of Santamarina y Steta, S.C.

Xavier Garcia de
Quevedo Topete

 

Baja California 200
06760 México City

 

Director

 

President of Minera México, S.A. de C.V.

Oscar Gonzalez
Rocha

 

Av. Caminos del Inca
171 Lima, Peru

 

Director

 

President of Southern Peru Copper Corporation

Alfredo Casar Perez

 

Bosque de Ciruelos 99
11700 México City

 

Director

 

President and Managing Director of Ferrocarril Mexicano, S.A. de C.V.

Armando Ortega
Gomez

 

Baja California 200
06760 México City

 

Assistant Secretary and General Counsel

 

General Counsel of Grupo México

Valentín Diez
Morodo

 

Campos Elíseos 400
11000 México City

 

Director

 

Sales and Exports Vice-President of Grupo Modelo

 

9


 

Annex II

GMMI

Directors and Executive Officers

 

DIRECTORS AND EXECUTIVE OFFICERS OF GMMI. The following table sets forth the name, principal business address, title and present principal occupation or employment of each director and executive officer of GMMI. Each such person is a citizen of México.

 

Name of Director or
Executive

 

Business Address

 

Title

 

Present Principal Occupation or
Employment

German Larrea Mota-
Velasco

 

Baja California 200
06760 México City

 

President, Chairman of the Board and Chief Executive Officer

 

Chairman of the Board and Chief Executive Officer of Grupo México

Claudio X. Gonzalez

 

Jose Luis LaGrange 103, Fl. 3
11510 México City

 

Director

 

Chairman of the Board and General Director of Kimberly Clark de México, S.A de C.V.

Antonio Madero Bracho

 

Monte Pelvoux 220, Fl. 8
11000 México City

 

Director

 

Executive President of San Luis Corporacion, S.A. de C.V.

Luis Tellez Kuenzler

 

Paseo de Los Tamarindos 400,
Torre B, Fl. 32
05120 México City

 

Director

 

Executive Vice President of Grupo Desc, S.A. de C.V.

Agustin Santamarina V.

 

Campos Eliseos 400, Floor 19
11560 México City

 

Director

 

Partner of Santamarina y Steta, S.C.

 

10


 

Annex III

AMC

Directors and Executive Officers

 

DIRECTORS AND EXECUTIVE OFFICERS OF AMC. The following table sets forth the name, principal business address, title and present principal occupation or employment of each director and executive officer of AMC. Each such person is a citizen of México.

 

Name of Director
or Executive

 

Business Address

 

Title

 

Present Principal
Occupation or Employment

German Larrea
Mota-Velasco

 

Baja California 200
06760 México City

 

Chairman of the Board and Chief Executive Officer

 

Chairman of the Board and Chief Executive Officer of Grupo México

Oscar Gonzalez
Rocha

 

Av. Caminos Del
Inca
171 Lima, Peru

 

Director

 

President of Southern Peru Copper Corporation

Xavier Garcia de Quevedo Topete

 

Baja California 200
06760 México City

 

Director, Vice President and Chief Operating Officer

 

President of Minera México, S.A. de C.V.

 

11


 

Annex IV

SPHC II

Directors and Executive Officers

 

DIRECTORS AND EXECUTIVE OFFICERS OF SPHC II. The following table sets forth the name, principal business address, title and present principal occupation or employment of each director and executive officer of SPHC II. Each such person is a citizen of México.

 

Name of
Director or
Executive

 

Business Address

 

Title

 

Present Principal
Occupation or Employment

German Larrea
Mota-Velasco

 

Baja California 200
06760 México City

 

Chairman of the Board of Directors and Chief Executive Officer

 

Director, Chairman of the Board and Chief Executive Officer of Grupo México

Ernesto Duran
Trinidad

 

Baja California 200
06760 México City

 

Controller and Vice President

 

Corporate Comptroller of Grupo México

Armando F.
Ortega Gomez

 

Baja California 200
06760 México City

 

Director and Secretary

 

General Counsel of Grupo México

 

12