UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 21, 2004

 

 

SOUTHERN PERU COPPER CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

2575 East Camelback Road, Suite 500, Phoenix, Arizona 85016
(Address of Principal Executive Offices) (Zip Code)

 

(602) 977-6700

(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K fling is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

This Form 8-K consists of 5 pages.  The Exhibit Index is on page 5.

 

Item 1.01               Entry Into a Material Definitive Agreement

 

Southern Peru Copper Corporation today announced that its Board of Directors, upon the recommendation of a special committee of independent directors established by the Board, has approved a merger agreement under which Grupo Mexico, S.A. de C.V., its largest stockholder, will, through its subsidiary, Americas Mining Corporation, sell to SPCC all of its shares of subsidiary, Minera Mexico, S.A. de C.V., representing 99.15% of MM outstanding shares, in return for the issuance to AMC of 67.2 million shares of SPCC.  Attached as an exhibit to this Form 8-K is a copy of the press-release in respect of the foregoing.

 

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Item 9.01.	Financial Statements and Exhibits
Exhibit 99.1	Press Release of Southern Peru Copper Corporation, dated October 21, 2004.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	SOUTHERN PERU COPPER CORPORATION.
Dated: October 21, 2004		By:	/s/ Armando Ortega
		Name:	Armando Ortega
		Title:	Vice President – Legal Secretary

 

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INDEX TO EXHIBITS

 

Exhibit No.		Exhibit
99.1		Press Release of Southern Peru Copper Corporation, dated October 21, 2004.

 

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