SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
GRUPO MEXICO SA DE CV /FI

(Last) (First) (Middle)
BAJA CALIFORNIA 200

(Street)
MEXICO CITY MEXICO O5 06760

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SOUTHERN PERU COPPER CORP/ [ PCU ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2005
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/01/2005 J(1) 67,270,640 A (2) 67,270,640(3) I(4) I(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
GRUPO MEXICO SA DE CV /FI

(Last) (First) (Middle)
BAJA CALIFORNIA 200

(Street)
MEXICO CITY MEXICO O5 06760

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GRUPO MINERO MEXICO INTERNACIONAL SA DE CV

(Last) (First) (Middle)
BAJA CALIFORNIA NO 200 COL ROMA SUR

(Street)
MEXICO O5 06760

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
AMERICAS MINING CORP

(Last) (First) (Middle)
2575 EAST CAMELBACK ROAD SUITE 500

(Street)
PHOENIX AZ 85016

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. On April 1, 2005, AMC was issued 67,207,640 shares of Common Stock in exchange for its wholly-owned subsidiary's 99.1463% interest in Minera Mexico, S.A. de C.V. (MM). The issuance was completed pursuant to the Agreement and Plan of Merger dated as of October 21, 2004 by and among Southern Peru Copper Corporation (SPCC), SPCC Merger Sub, Inc., Americas Sales Company, Inc., AMC and MM.
2. The 67,270,640 shares were acquired by AMC in exchange for 763,034,355 shares of MM, representing approximately 99.1463% of the outstanding shares of MM.
3. The Reporting Persons are also the indirect owners of 43,348,949 shares of SPCC Class A Common Stock through their subsidiary SPHC II Incorporated (SPHC II).
4. AMC directly owns 67,207,640 shares of SPCC Common Stock and indirectly owns 43,348,949 shares of SPCC Class A Common Stock through its wholly-owned subsidiary SPHC II. AMC is owned by Grupo Mexico S.A. de C.V. and Grupo Minero Mexico Internacional S.A. de C.V.
/s/ Armando Ortega Gomez 04/05/2005
/s/ Armando Ortega Gomez Power of Attorney for Grupo Minero Mexico Internacional S.A. de C.V. 04/05/2005
/s/ Armando Ortega Gomez Power of Attorney for Americas Mining Corporation 04/05/2005
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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