SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(Amendment No. 16)*

SOUTHERN COPPER CORPORATION

 

COMMON STOCK, PAR VALUE $0.01 PER SHARE

 

 

Daniel Muñiz Quintanilla
Chief Financial Officer
Grupo México, S.A.B. de C.V.
Campos Elíseos No. 400
Colonia Lomas de Chapultepec
Mexico City, Mexico 11000
011-5255-1103-5000

-and-

Daniel Muñiz Quintanilla
Vice-President and Chief Financial Officer
Americas Mining Corporation
1140 E. Missouri Ave., Suite C175
Phoenix, Arizona 85014
(602) 494-5300

copy to:

Paul T. Schnell, Esq.
Paola Lozano, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(212) 735-3000

October 28, 2010

     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 sections 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 Section 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, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

CUSIP No.		843611104

CUSIP No.		843611104

     This Amendment No. 16 (“Amendment No. 16”) is being filed by and on behalf of Grupo México, S.A.B. de C.V. (“Grupo México”) and Americas Mining Corporation (“AMC,” and together with Grupo México, the “Reporting Persons”), with respect to the common stock, par value $0.01, of Southern Copper Corporation, a Delaware corporation (the “Issuer”), and it hereby amends the statement of beneficial ownership on Schedule 13D originally filed on January 12, 1996, as further amended March 6, 1996, November 19, 1999, October 13, 2000, May 17, 2001, July 13, 2001, February 11, 2003, April 2, 2003, February 4, 2004, October 25, 2004, November 1, 2004, December 23, 2004, April 5, 2005, May 23, 2005, December 5, 2008, March 4, 2009 and July 23, 2010 (collectively with this Amendment No. 16, the “Schedule 13D”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Schedule 13D as heretofore amended.

Item 2. Identity and Background

     Item 2 is hereby amended and supplemented as follows:

     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 AMC. The information set forth in Annex II 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 or Annex II 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.

Item 4. Purpose of Transaction

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

     On October 28, 2011, following a meeting of the Board of Directors of each of the Reporting Persons, AMC delivered a letter (the “Withdrawal Letter”) to the Special Committee (the “Special Committee”) of the Board of Directors of the Issuer. In the Withdrawal Letter, AMC stated that in light of recent discussions with the Special Committee and other developments, it was withdrawing the proposal made in the Proposal Letter, effective immediately.

     The foregoing description of the Withdrawal Letter does not purport to be complete and is qualified in its entirety by reference to the Withdrawal Letter, which is filed as Exhibit 1 hereto and is incorporated by reference into this Item 4. On October 31, 2011, Grupo México issued a press release announcing the withdrawal of the proposal made in the Proposal Letter. A copy of the press release is filed as Exhibit 2 hereto and is incorporated by reference into this Item 4.

     The Reporting Persons may from time to time acquire, purchase or sell Common Stock of the Issuer on the NYSE, in the open market, or in privately negotiated transactions, as the Reporting Persons may determine at any such time based upon their evaluation of the Issuer’s businesses and prospects, price levels of the Common Stock of the Issuer, conditions in the securities and financing markets, in the Issuer’s industry and markets, and the economy in general, regulatory developments affecting the Issuer and its industry and markets and other factors deemed relevant. In addition, the Reporting Persons may from time to time have discussions with the Issuer’s management, directors, the Special Committee and other stockholders and third parties regarding their investment in, the business and strategy of, and potential business combinations and other strategic transactions involving, the Issuer.

Item 5. Interest in Securities of the Issuer.

     Item 5 is hereby amended and supplemented by adding the following:

     (a, b) As of the date hereof, Grupo México and AMC may each be deemed to beneficially own 680,000,000 shares of Common Stock, constituting 80.9% of the total outstanding shares of Common Stock based on a total of 840,980,000 shares of Common Stock outstanding as of October 27, 2011. Grupo México and AMC do not have the sole power to vote or direct the vote of any shares of Common Stock; have the shared power to vote or direct the vote of 680,000,000 shares of Common Stock; do not have the sole power to dispose or direct the disposition of any shares of Common Stock; and have the shared power to dispose or direct the disposition of 680,000,000 shares of Common Stock.

     To the knowledge of the Reporting Persons, the following table sets forth the aggregate number and percentage of shares of Common Stock beneficially owned by the persons listed on Annexes I and II based on a total of 840,980,000 shares of Common Stock outstanding as of October 27, 2011, as well as the number of shares of Common Stock as to which each of the persons listed on Annexes I and II has the sole power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of as of the date hereof. To the knowledge of the Reporting Persons, the persons listed below are the only persons listed on Annexes I and II who beneficially own Common Stock.

																						Shared power to
		Amount								Sole power to				Shared power to				Sole power to dispose				dispose or to
		beneficially				Percent				vote or direct				vote or direct the				or to direct the				direct the
Individual		owned				of class				the vote				vote				disposition of				disposition of
German Larrea			115,600				*				115,600				0				115,600				0
Mota-Velasco
Genaro Larrea			9,600				*				9,600				0				9,600				0
Mota-Velasco
Alfredo Casar			2,400				*				2,400				0				2,400				0
Perez
Oscar Gonzalez			125,200				*				125,200				0				125,200				0
Rocha
Xavier Garcia de			3,600				*				3,600				0				3,600				0
Quevedo Topete
Emilio Carrillo			10,800				*				10,800				0				10,800				0
Gamboa
Alberto de la Parra			4,000				*				4,000				0				4,000				0
Zavala
Juan Rebolledo			7,200				*				7,200				0				7,200				0

     (c) No transaction has been effected in the Common Stock within the past sixty days by the Reporting Persons, or to the knowledge of the Reporting Persons, by any of the persons listed on Annexes I and II.

Item 7. Material to Be Filed as Exhibits

Exhibit No.		Title
1		Letter, dated October 28, 2011, from Americas Mining Corporation to Southern Copper Corporation
2		Press Release, dated October 31, 2011

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth herein is true, complete and correct.

Dated: October 31, 2011
		GRUPO MÉXICO, S.A.B. DE C.V.
		By:		/s/ Daniel Muñiz Quintanilla   Name: Daniel Muñiz Quintanilla
				Title: Chief Financial Officer
		AMERICAS MINING CORPORATION
		By:		/s/ Daniel Muñiz Quintanilla   Name: Daniel Muñiz Quintanilla
				Title: Vice-President and Chief Financial Officer

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 Mexico.

Name of Director						Present Principal Occupation
or Executive		Business Address		Title		or Employment
German Larrea Mota-Velasco		1140 E. Missouri Ave Suite C175 Phoenix, AZ 85014		Chairman of the Board and Chief Executive Officer		Chairman of the Board and Chief Executive Officer of Grupo México
Genaro Larrea Mota-Velasco		1140 E. Missouri Ave Suite C175 Phoenix, AZ 85014		Vice-President and Director		Chairman of Corporación Scribe
Alfredo Casar Perez		Bosque de Ciruelos No. 99 11700 Mexico City		Director		Executive President of Ferrocarril Mexicano, S.A. de C.V.
Oscar Gonzalez Rocha		Av. Caminos del Inca 171 Lima, Peru		Director		Chief Executive Officer and President of Southern Copper Corporation
Xavier Garcia de Quevedo Topete		Campos Elíseos No. 400, Fl. 9 11000 Mexico City		Director		President of Minera México, S.A. de C.V.
Emilio Carrillo Gamboa		Plaza ScotiaBank, Blvd. Manuel Avila Camacho 1-609 11009 Mexico City		Director		Partner of Bufete Carillo, S.C.
Fernando Ruiz Sahagun		Vasco de Quiroga No. 2121, Fl. 4 01210 - Mexico, D. F.		Director		Counsel of Chevez, Ruiz, Zamarripa y Cía, S.C.
Antonio Madero Bracho		Monte Pelvoux No. 220, Fl. 8 11000 Mexico City		Director		Executive President of San Luis Corporacion, S.A. de C.V.
Prudencio Lopez Martinez		Vasco de Quiroga No. 2121, Fl. 2 01210 Mexico City		Director		President of Sanvica, S.A. de C.V.
Jose Mendoza Fernandez		Privada Juarez No. 43 04000 Mexico City		Director		Consultant and Former Chairman of the Board and Chief Executive Officer of Bufete Industrial, S.A. de C.V.
Valentín Diez Morodo		Campos Elíseos No. 400, Fl. 10 11000 Mexico City		Director		Sales and Exports Vice-President of Grupo Modelo
Claudio X. Gonzalez		Jaime Balmes No. 8, Fl. 9 11510 Mexico City		Director		Chairman of the Board and General Director of Kimberly Clark de México, S.A. de C.V.
Rolando Vega Saenz		Paseo de los Tamarindos No. 60, Fl. 5 05120 Col. Bosques de las Lomas		Director		General Director of Seguros Atlas, S.C.
Daniel Muñiz Quintanilla		Campos Elíseos No. 400, Fl. 12 11000 Mexico City		Chief Financial Officer		Chief Financial Officer of Grupo México
Alberto de la Parra Zavala		Campos Elíseos No. 400, Fl. 12 11000 Mexico City		Secretary and General Counsel		General Counsel of Grupo México
Juan Rebolledo		Campos Elíseos No. 400, Fl. 12 11000 Mexico City		Vice-President, International Relations		Vice-President of Grupo México

Annex II

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 Mexico.

Name of Director						Present Principal
or Executive		Business Address		Title		Occupation or Employment
German Larrea Mota-Velasco		1140 E. Missouri Ave Suite C175 Phoenix, AZ 85014		Chairman of the Board		Chairman of the Board and Chief Executive Officer of Grupo México
Oscar Gonzalez Rocha		Av. Caminos Del Inca 171 Lima, Peru		Director		Chief Executive Officer and President of Southern Copper Corporation
Xavier Garcia de Quevedo Topete		Campos Elíseos No. 400, Fl. 9 11000 Mexico City		President, Chief Executive Officer and Director		President of Minera México, S.A. de C.V.
Daniel Muñiz Quintanilla		Campos Elíseos No. 400, Fl. 12 11000 Mexico City		Vice-President and Chief Financial Officer		Chief Financial Officer of Grupo México
Alberto de la Parra Zavala		Campos Elíseos No. 400, Fl. 12 11000 Mexico City		Vice-President Legal, General Counsel and Secretary		General Counsel of Grupo México

Exhibit Index

Exhibit No.		Title
1		Letter, dated October 28, 2011, from Americas Mining Corporation to Southern Copper Corporation
2		Press Release, dated October 31, 2011

Exhibit 1

Americas Mining Corporation
1440 E. Missouri Ave., Suite C175
Phoenix, AZ 85014

October 28, 2011

Special Committee of the Board of Directors
Southern Copper Corporation
1440 E. Missouri Ave., Suite C175
Phoenix, AZ 85014

Gentlemen:

     We are writing to inform you that, in light of our recent discussions and other developments, Americas Mining Corporation (“AMC”) has determined to withdraw, effective immediately, its non-binding indication of interest (the “Proposal”) submitted on July 22, 2010 to the Board of Directors of Southern Copper Corporation (“Southern Copper”) for an all-stock business combination of Southern Copper and AMC, in which all public stockholders of Southern Copper would have received common shares of AMC in exchange for their Southern Copper shares.

     We thank you for the time and effort you have devoted to considering the Proposal.

[Remainder of page left blank intentionally]

		Sincerely,
		AMERICAS MINING CORPORATION
		By: Name:		/s/ Daniel Muñiz Quintanilla   Daniel Muñiz Quintanilla
		Title:		Vice-President and Chief Financial Officer

Exhibit 2

Grupo México Subsidiary, Americas Mining Corporation, Withdraws Proposal to Combine Operations
of Southern Copper and ASARCO under Common Ownership

Mexico City, Mexico — October 31, 2011 — Grupo México, S.A.B. de C.V. today announced that on October 28, 2011, in light of recent discussions with the Special Committee of the Board of Directors of Southern Copper Corporation (“Southern Copper”) and other developments, its subsidiary, Americas Mining Corporation (“AMC”), has determined to withdraw, effective immediately, its non-binding indication of interest submitted on July 22, 2010 to the Board of Directors of Southern Copper for an all-stock business combination of Southern Copper and AMC, in which all public stockholders of Southern Copper would have received common shares of AMC in exchange for their Southern Copper shares.