Signature

Signature

Under the Securities Exchange Act of 1934
(Amendment No. 10)*

Under the Securities Exchange Act of 1934 (Amendment No. 10)*

Under the Securities Exchange Act of 1934
(Amendment No. 10)*

0001104659-04-040989.txt : 20041223 0001104659-04-040989.hdr.sgml : 20041223 20041222211118 ACCESSION NUMBER: 0001104659-04-040989 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20041223 DATE AS OF CHANGE: 20041222 GROUP MEMBERS: AMERICAS MINING CORPORATION GROUP MEMBERS: GRUPO MINERO MEXICO INTERNACIONAL, S.A. DE C.V. GROUP MEMBERS: SPHC II INCORPORATED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHERN PERU COPPER CORP/ CENTRAL INDEX KEY: 0001001838 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 133849074 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-44663 FILM NUMBER: 041222232 BUSINESS ADDRESS: STREET 1: 2575 EAST CAMELBACK ROAD, SUITE 500 CITY: PHOENIX STATE: AZ ZIP: 85016 BUSINESS PHONE: (602) 977-6500 MAIL ADDRESS: STREET 1: 2575 EAST CAMELBACK ROAD, SUITE 500 CITY: PHOENIX STATE: AZ ZIP: 85016 FORMER COMPANY: FORMER CONFORMED NAME: SOUTHERN PERU COPPER HOLDING CO DATE OF NAME CHANGE: 19951006 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GRUPO MEXICO SA DE CV /FI CENTRAL INDEX KEY: 0001042701 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: BAJA CALIFORNIA NO 200 STREET 2: ROMA SUR CITY: MEXICO CITY MEXICO STATE: O5 ZIP: 06760 DF BUSINESS PHONE: 011525652640036 MAIL ADDRESS: STREET 1: BAJA CALIFORNIA 200 CITY: MEXICO CITY MEXICO STATE: O5 ZIP: 06760 SC 13D 1 a04-15281_1sc13d.htm SC 13D

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

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

December 22, 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 43,348,949

			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) 54.17% of total Common Shares, (1) 65.77% 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.

CUSIP No. 843611104

	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 México

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) 54.17% of total Common Shares, (1) 65.77% 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.

CUSIP No. 843611104

	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 43,348,949

			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) 54.17% of total Common Shares, (1) 65.77% 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.

CUSIP No. 843611104

	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) 54.17% of total Common Shares, (1) 65.77% 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.

	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, on March 31, 2003, October 25, 2004 and on November 1, 2004 (collectively with this Amendment No. 10, 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 (the “Common Stock”), $0.01 par value per share and Class A Common Stock (the “Class A Common Stock”) of the Company, $0.01 par value per share (collectively, the “Company Common Stock”).

Item 4.	Purpose of Transaction
	Item 4 is hereby amended and supplemented by adding the following:
	On December 22, 2004, AMC and Phelps Dodge Corporation, a New York Corporation (“PD”) entered into a Letter Agreement (the “Letter Agreement”) whereby AMC agreed to use its reasonable best efforts to cause the Company to enter into a registration rights agreement (the “Registration Rights Agreement”) with PD as soon as possible. The Registration Rights Agreement is anticipated to include the terms set forth in Annex A to the Letter Agreement, as well as terms that are customary for registration rights agreements. The Letter Agreement contemplates that the Registration Rights Agreement will require the Company, as promptly as practicable after the closing of the merger, announced on October 21, 2004 (the “Transaction”), to file a shelf registration covering the sale of all of PD’s Company Common Stock, which sales may only be effected through underwritten offerings sponsored by the Company during the first six months following the effectiveness of the shelf registration (the “Initial Six Month Period”). Under the Letter Agreement, PD agreed not to sell its Company Common Stock, other than through a secondary offering effected pursuant to the Registration Rights Agreement, from the closing of the Transaction, until the earlier of (i) the end of the Initial Six Month Period and (ii) eight months after the closing of the Transaction. Also under the Letter Agreement, at the request of AMC, PD expressed its current intent to (i) submit its proxy to vote in favor of the Transaction and (ii) to take all action reasonably necessary to effect simultaneously with the closing of the Transaction the conversion of PD’s Class A Common Stock into Common Stock. The foregoing is qualified in its entirety by reference to the Letter Agreement which is filed as Exhibit 1 hereto and incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer


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		Letter Agreement dated December 22, 2004 between Americas Mining Corporation and Phelps Dodge Corporation.

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: December 23, 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

EX-1 2 a04-15281_1ex1.htm EX-1

Exhibit 1

Phelps Dodge Corporation (PD)

As you know, Southern Peru Copper Corporation, hereinafter referred to as SPCC, has been discussing the possibility of entering into a strategic transaction (the “Transaction”) involving Minera Mexico, S.A. de C.V. (“MM”). The Transaction involves MM becoming a subsidiary of SPCC in consideration for the issuance of Common Stock by SPCC to Americas Mining Corporation (“AMC”) for its approximately 99% MM ownership. The Transaction would involve the solicitation of votes of the shareholders of SPCC in order to approve the issuance of Common Stock in connection with the acquisition by SPCC of MM. We would like to obtain the expression of your current intent to vote to approve this Transaction in accordance with the paragraphs below.

We are convinced that the Transaction would transform SPCC into one of the world’s premier mining companies, with superior scale and market position, high-quality asset portfolio, geographic and country diversification, commodity and semi-manufactured product diversification, great synergies, sizable combined sales and EBITDA to compete internationally, and one class of shares to improve liquidity and access to the capital markets.

Proposed Liquidity and Support Provisions

AMC is willing to use its reasonable best efforts to cause SPCC to provide registration rights to Phelps Dodge Corporation, hereinafter referred to as PD, in accordance with a Registration Rights Agreement that will include the terms set forth in Annex A to this letter and will otherwise contain terms customary for registration rights agreements. AMC will use its reasonable best efforts to cause SPCC to, and PD will, in good faith as soon as possible after the execution of this letter, negotiate, complete, execute and deliver such a Registration Rights Agreement.

In connection with such Registration Rights Agreement and after the conversion of shares of Class A Common Stock in SPCC held by PD into shares of Common Stock, PD agrees not to sell its shares of SPCC during the period beginning on the closing of the Transaction until the end of the Initial Six Month Period (as defined in Annex A hereto) but in no event to exceed eight months from the closing of the Transaction, if any, other than through a secondary offering effected pursuant to the Registration Rights Agreement; provided, however, that PD shall be permitted to dividend or otherwise transfer all or any portion of its shares of SPCC to PD’s parent corporation, and PD and its parent corporation shall each be permitted to dividend or otherwise transfer all or any portion of such shares to the parent corporation’s trust shareholders and/or beneficiaries of such trusts; and provided, further, that such parent corporation, trust shareholders and/or beneficiaries, as the case may be, shall first execute one or more counterparts to this letter agreeing to be bound by its terms.

During the period described in the prior paragraph, PD agrees that the maximum number of shares of SPCC that it will sell will be subject to the volume limitations set forth in the Registration Rights Agreement.

AMC agrees not to sell and will use its best efforts to prevent its affiliates shares of SPCC from selling during the during the period beginning on the closing of the Transaction until the end of the Initial Six Month Period (as defined in Annex A hereto) but in no event to exceed eight months from the closing of the Transaction. AMC further agrees to use its reasonable best efforts to cause SPCC to not conduct a primary offering of its shares during the first six months following the closing of the Transaction, subject to the Company’s right to issue shares in connection with acquisitions, mergers, business combinations, applicable benefit plans and other similar transactions.

Other than pursuant to an offering effected in accordance with the Registration Rights Agreement, PD will not, following the closing of the Transaction, knowingly sell PD’s shares in SPCC to any strategic buyers or competitors of the Company without AMC’s prior approval, which approval shall not be unreasonably withheld.

Taking into account that the Special Committee of disinterested Directors of SPCC did recommend to the Board of Directors of SPCC the approval of the Transaction and the Board consequently voted in favor of it, we kindly propose that PD, together with AMC, express their current intent, and PD and AMC do hereby express their current intent, to (i) submit their proxies to vote in favor of the Transaction and for such actions as are required to consummate the Transaction in accordance with the Special Committee’s recommendation and (ii) take all action reasonably necessary to effect simultaneously with the closing of the Transaction the conversion of their Class A Common Stock into a single class of Common Stock with the rights and privileges as set forth in SPCC’s Certificate of Incorporation as it currently exists, which would provide greater liquidity for all investors.

This letter will be governed by the laws of the State of New York applicable to contracts to be performed wholly within such state.

We hope you agree that the Transaction is in the best interests of all of the stockholders of SPCC and we encourage you to sign in the space provided below to indicate your agreement to the terms of this letter.

			Sincerely,
			AMERICAS MINING CORPORATION
			/s/ Armando Ortega
			By:	Armando Ortega
			Title:	Secretary

Annex A to Exhibit 1

Registration Rights Agreement Term Sheet

Parties		Phelps Dodge Corporation (“PD”) and Southern Peru Copper Corporation (the “Company”).

Shelf Registration Statement		As promptly as practicable after the closing of the Transaction, the Company will file with the SEC a shelf registration statement (the Shelf Registration Statement”) covering all Company common stock owned by PD (the “Registrable Securities”). The Company will use reasonable best efforts to cause the Shelf Registration Statement to be declared effective as promptly as practicable and to remain effective for a period of at least one year.

		The plan of distribution in the Shelf Registration Statement will contemplate only underwritten offerings sponsored by the Company during the initial Six Month Period, as defined below.

Demand Registrations		PD will have the right to demand an unlimited number of registrations of its Registrable Securities during the first six months following the effectiveness of the Shelf Registration (the “Initial Six Month Period”), provided that the Registrable Securities sold will be determined by the underwriters upon consultation with the Company and PD to be the maximum number of shares that the underwriters determine could be sold without causing a significant disruption in the market for shares of Common Stock of SPCC and, in any event, at least 10,000,000 shares.

		PD will also have the right to sell Registrable Securities during the first six months following the initial Six Month Period subject to a maximum number of up to 1 million shares per month during such period.

Selection of Bookrunning
Managing Underwriter		For each underwritten offering in which PD participates, the Company will have the right to select the underwriter subject to PD’s reasonable approval.

Certain Time Limitations		Under certain circumstances, the Company may postpone, once in any 360-day period, an underwritten offering for up to 30 days, subject to an appropriate board determination (e.g., a pending material transaction).

Selling Efforts		At PD’s request, the Company will during the Initial Six Month Period enter into underwriting agreements (containing customary terms and conditions that will inure to the benefit of PD) and participate in customary selling efforts, such as road shows.

		SPCC will use its reasonable best efforts to provide full management support for any offering pursuant to a demand registration, including the following: SPCC will use its reasonable best efforts to arrange, organize and participate in customary “road show” presentations to institutional investors, analysts, money managers and others. Such presentations will take place in such locations, include such members of management and last for such duration as SPCC and the underwriters deem appropriate. Such presentations will be carried out in a manner comparable to similar presentations for issuances of the size and complexity involved.

Underwriting Agreement		With respect to any demand registration that will be an underwritten offering, SPCC will enter into a customary underwriting agreement with the underwriters that is reasonably satisfactory to PD and contains such terms as are customarily included in underwriting agreements, including customary indemnities no less favorable to the recipient than those contained in underwriting agreements with respect to offerings of similar size and complexity. PD will enter into such an underwriting agreement at the request of SPCC. All representations, warranties and other agreements on the part of SPCC to and for the benefit of the underwriters will also be made to and for the benefit of PD. PD will not be required to make any representations, warranties or agreements other than those regarding PD, its Registrable Securities, its intended method of distribution and that which may be required by law.

Lockups		The Company and, to the extent so requested by the managing underwriter for an underwritten offering under the Agreement, the executive officers and directors of the Company will be subject to appropriate lockup obligations with respect to any underwritten offering, for up to 10 days prior to and 60 (or, if so requested by the managing underwriter in connection with

		any particular underwritten offering, up to 90) days after such offering has been effected or terminated.

		PD will be subject to appropriate holdback obligations with respect to any Company registration of Company stock, for up to 10 days prior to and 60 (or, if so requested by the managing underwriter in connection with any particulars underwritten offering, up to 90) days after such offering has been effected or terminated.

Indemnification/Contribution		The Company and PD will provide customary indemnification/contribution protection to the underwriters for misstatements or omissions in connection with information supplied for inclusion in the Shelf Registration, including without limitation any prospectus supplement.

Expenses		PD will bear those expenses directly attributable to the registration of its Registrable Securities, including registration and filing fees, fees and expenses of compliance with ‘Blue Sky” laws, out-of-pocket expenses and legal and accounting expenses; provided, that such expenses are reasonable and customary. In addition, PD will be responsible for its own underwriting discounts and commissions and transfer taxes attributable to its sales. Notwithstanding the foregoing, SPCC will be responsible for, and PD will not bear, any internal expenses of SPCC, including overhead and salaries and expenses of its officers and employees.

Assignability		The registration rights granted to PD will be assignable to the indirect trust shareholders of PD and/or beneficiaries of such trusts and to transferees of greater than 50% of the original number of PD’s Registrable Shares.

Third Party Registration Rights		If SPCC grants registration rights to other Third Party, such rights will be on the same terms and conditions as the rights granted to PD under the Registration Rights Agreement.

		In all events, SPCC will not provide registration rights to any holder or prospective holder of SPCC shares that are more favorable, in terms of timing or otherwise, than the rights conferred upon PD under the Registration Rights Agreement unless PD is also provided with the opportunity to receive such more favorable rights.

Acknowledged and Agreed:

/s/ S. David Colton

S. David Colton