UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 1)
Southern Peru Copper Corporation
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
843611104
(CUSIP Number)
S. DAVID COLTON, ESQ.
PHELPS DODGE CORPORATION
ONE NORTH CENTRAL AVENUE
PHOENIX, AZ 85004
(602) 234-8143
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
Copy to:
MICHAEL W. BLAIR, ESQ.
DEBEVOISE & PLIMPTON LLP
919 THIRD AVENUE
NEW YORK, NY 10022
(212) 909-6000
DECEMBER 22, 2004
(Date of Event which Requires Filing Statement on Schedule 13D)
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 [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 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).
(Continued on following pages)
2
SCHEDULE 13D
(AMENDMENT NO. 1)
CUSIP NO. 843611104
(1) NAME OF REPORTING PERSON
Phelps Dodge Overseas Capital Corporation
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
N/A
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(D) OR 2(E)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF (7) SOLE VOTING POWER
SHARES None
BENEFICIALLY
OWNED BY (8) SHARED VOTING POWER
EACH 8,963,796 Shares
REPORTING
PERSON (9) SOLE DISPOSITIVE POWER
WITH None
(10) SHARED DISPOSITIVE POWER
8,963,796 Shares
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,173,796
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.0% of total Common Shares (1), 17.0% of Class A Common Stock
(14) TYPE OF REPORTING PERSON
CO
(1) Assuming conversion of all outstanding shares of Class A Common Stock into
Common Stock on a one-to-one basis.
3
CUSIP NO. 843611104
(1) NAME OF REPORTING PERSON
Climax Molybdenum B.V.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
N/A
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(D) OR 2(E)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Netherlands
NUMBER OF (7) SOLE VOTING POWER
SHARES None
BENEFICIALLY
OWNED BY (8) SHARED VOTING POWER
EACH 2,210,000 Shares
REPORTING
PERSON (9) SOLE DISPOSITIVE POWER
WITH None
(10) SHARED DISPOSITIVE POWER
2,210,000 Shares
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,173,796
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.0% of total Common Shares (1), 17.0% of Class A Common Stock
(14) TYPE OF REPORTING PERSON
CO
(1) Assuming conversion of all outstanding shares of Class A Common Stock into
Common Stock on a one-to-one basis.
4
CUSIP NO. 843611104
(1) NAME OF REPORTING PERSON
Phelps Dodge Corporation
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
N/A
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(D) OR 2(E)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF (7) SOLE VOTING POWER
SHARES None
BENEFICIALLY
OWNED BY (8) SHARED VOTING POWER
EACH 11,173,796 Shares
REPORTING
PERSON (9) SOLE DISPOSITIVE POWER
WITH None
(10) SHARED DISPOSITIVE POWER
11,173,796 Shares
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,173,796
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.0% of total Common Shares (1), 17.0% of Class A Common Stock
(14) TYPE OF REPORTING PERSON
CO
(1) Assuming conversion of all outstanding shares of Class A Common Stock into
Common Stock on a one-to-one basis.
5
This Amendment No. 1 ("Amendment No. 1") amends and supplements the
statement on Schedule 13D initially filed on January 12, 1996 (the "Original
Filing"). Information reported in the Original Filing remains in effect except
to the extent that it is amended, restated or superseded by information
contained in this Amendment No. 1. Capitalized terms used and not defined in
this Amendment No. 1 have the meanings set forth in the Original Filing.
ITEM 1. SECURITY AND ISSUER
Item 1 of the Original Filing is hereby amended and restated in its
entirety as follows:
The statement relates to the Common Stock, par value $0.01 per share
(the "Common Stock") of Southern Peru Copper Corporation, a Delaware corporation
("the Company"). The Company's principal executive offices are at 2575 East
Camelback Rd., Phoenix, AZ 85016.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 of the Original Filing is hereby amended and restated in its
entirety as follows:
This statement is being filed on behalf of Phelps Dodge Overseas
Capital Corporation, a Delaware corporation ("Phelps Dodge Overseas"), Climax
Molybdenum B.V., a Dutch corporation ("Climax"), and Phelps Dodge Corporation, a
New York corporation ("PDC"). Phelps Dodge Overseas and Climax are wholly-owned
subsidiaries of PDC. The principal business of Phelps Dodge Overseas is to hold
stock in SPCC. The principal business of Climax is to process molybdenum. The
principal business of PDC is mining and manufacturing. The address of the
principal business and office of Phelps Dodge Overseas and PDC is One North
Central Avenue, Phoenix, Arizona 85004. The address of the principal business
and office of Climax is P.O. Box 1130, 3180 AC Rozenburg, Theemsweg 20, 3197 KM
Botlek, Rotterdam, The Netherlands.
The name, business address, present principal occupation or
employment, and citizenship of each director and executive officer of Phelps
Dodge Overseas is set forth on Schedule A attached hereto. The name, business
address, present principal occupation or employment, and citizenship of each
director and managing director of Climax is set forth on Schedule B attached
hereto. The name, business address, present principal occupation or employment,
and citizenship of each director and executive officer of PDC is set forth on
Schedule C attached hereto.
During the past five years, neither Phelps Dodge Overseas, Climax
nor PDC nor any other person controlling either Phelps Dodge Overseas, Climax or
PDC, nor, to the best knowledge of Phelps Dodge Overseas, Climax or PDC, any of
the persons listed on Schedules A, B and C attached hereto, has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or has been a party to any civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding 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 violations with respect to such laws.
6
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Original Filing is hereby amended and supplemented by
adding the following:
On December 17, 2004, Phelps Dodge Overseas transferred 2,210,000
shares of Class A Common Stock of the Company to PDC as a dividend. Through a
series of capital contributions and an inter-company purchase in exchange for a
note, the 2,210,000 shares of Class A Common Stock of the Company were
subsequently transferred to Climax on December 22, 2004. As a result of these
transactions, Phelps Dodge Overseas currently holds 8,963,796 Shares of the
Class A Common Stock of the Company, and Climax holds 2,210,000 Shares of the
Class A Common Stock of the Company.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Original Filing is hereby amended and restated in its
entirety as follows:
The Exchange Offer was conducted to (i) provide holders of Labor
Shares with an opportunity to receive securities of the Company which are listed
on both the New York Stock Exchange and the Lima Stock Exchange, (ii) establish
public trading markets in the United States and Peru for the Company's Common
Stock, (iii) simplify the Company's consolidated capital structure, and (iv)
provide the Company with improved access to capital markets.
The Founding Stockholder Exchange was conducted to achieve the goal
of providing holders of Labor Shares with representation on the Board of
Directors of the Company while maintaining ultimate stockholder direction in the
hands of the Founding Stockholders.
The transfer of 2,210,000 shares of Class A Common Stock of the
Company to Climax Molybdenum Company was conducted to implement an inter-company
restructuring.
On December 22, 2004, PDC entered into a Letter Agreement (the "Letter
Agreement") with Americas Mining Corporation ("AMC") under which AMC agreed to
use its reasonable best efforts to cause the Company to enter into a
registration rights agreement (the "Registration Rights Agreement") with PDC 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 Transaction described below, to file a shelf registration covering the
sale of all of the Common Stock of the Company owned by PDC, 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, PDC agreed not to sell
its Common Stock in the Company, 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.
7
Also under the Letter Agreement, at the request of AMC, PDC 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 PDC's Class A Common Stock of
the Company into Common Stock. The Transaction involves Minera Mexico, S.A. de
C.V. ("MM") becoming a subsidiary of the Company in consideration for the
issuance of Common Stock by the Company to AMC for its approximately 99% MM
ownership.
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 5 of the Original Filing is hereby amended and restated in its entirety as
follows:
(a) Through its right to convert its Class A Common Stock into
Common Stock, Phelps Dodge Overseas may be deemed to be the beneficial owner of
8,963,796 shares of Common Stock, representing 11.20% of the equity capital of
the Company. Through its right to convert its Class A Common Stock into Common
Stock, Climax may be deemed to be the beneficial owner of 2,210,000 shares of
Common Stock, representing 2.76% of the equity capital of the Company. As the
parent company of Phelps Dodge Overseas and Climax, PDC may be deemed to be the
beneficial owner of 11,173,796 shares of Common Stock, representing 13.96% of
the equity capital of the Company.
To the best knowledge of Phelps Dodge Overseas, Climax and PDC, none
of the persons listed on Schedules A, B or C attached hereto is the beneficial
owner of any shares of Common Stock, other than J. Steven Whisler, who owns 800
shares of Common Stock, and Ramiro G. Peru, who owns 600 shares of Common Stock.
(b) In the event that its Class A Common Stock were converted into
Common Stock, Phelps Dodge Overseas, Climax and PDC would have the shared power
to vote or to direct the vote, and shared power to dispose or direct the
disposition, of such Common Stock.
(c) On January 2, 1996, the Exchange Offer and the Founding
Stockholder Exchange were completed, resulting in the acquisition by Phelps
Dodge Overseas of 11,173,796 shares of Class A Common Stock of the Company.
On December 17, 2004, Phelps Dodge Overseas transferred 2,210,000
shares of Class A Common Stock of the Company to PDC as a dividend. Through a
series of capital contributions and an inter-company purchase, the 2,210,000
shares of Class A Common Stock of the Company were subsequently transferred to
Climax on December 22, 2004.
ITEM 6. CONTRACTS ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Item 6 of the Original Filing is hereby amended and supplemented by
adding the following:
8
On December 22, 2004, PDC entered into a Letter Agreement with AMC
under which AMC agreed to use its reasonable best efforts to cause the Company
to enter into the Registration Rights Agreement with PDC as soon as possible.
The description of the Letter Agreement under Item 4 is incorporated herein by
reference in its entirety.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit No. Title
--------------------------------------------------------------------------------
1 Letter Agreement dated December 22, 2004 between Americas
Mining Corporation and Phelps Dodge Corporation.
2 Joint Filing Agreement dated December 28, 2004 between Phelps
Dodge Overseas Capital Corporation, Climax Molybdenum B.V. and
Phelps Dodge Corporation
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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: December 29, 2004
PHELPS DODGE OVERSEAS CAPITAL
CORPORATION
By: /s/ S. David Colton
-------------------------------------
Name: S. David Colton
Title: Senior Vice President,
General Counsel and Secretary
CLIMAX MOLYBDENUM B.V.
By: /s/ David H. Thornton
-------------------------------------
Name: David H. Thornton
Title: Director
PHELPS DODGE CORPORATION
By: /s/ S. David Colton
-------------------------------------
Name: S. David Colton
Title: Senior Vice President and
General Counsel
10
Schedule A
DIRECTORS AND EXECUTIVE OFFICERS OF PHELPS DODGE OVERSEAS
CAPITAL CORPORATION
The name, business address, title, present principal occupation or
employment, and citizenship of each of the directors and executive officers of
Phelps Dodge Overseas Capital Corporation are set forth below. Unless otherwise
indicated, the business address of each person listed below is One North Central
Avenue, Phoenix, Arizona 85004. Unless otherwise indicated, each person listed
below is a United States citizen.
DIRECTORS
---------
Ramiro G. Peru
Executive Vice President and Chief Financial Officer
Phelps Dodge Corporation
Timothy R. Snider
President and Chief Operating Officer
Phelps Dodge Corporation
President
Phelps Dodge Mining Company
Gregory W. Stevens
Vice President
Phelps Dodge Corporation
J. Steven Whisler
Chairman of the Board and Chief Executive Officer
Phelps Dodge Corporation
EXECUTIVE OFFICERS
------------------
J. Steven Whisler
President
S. David Colton
Senior Vice President, General Counsel & Secretary
Ramiro G. Peru
Executive Vice President
Timothy R. Snider
Senior Vice President
A. Daniel Luechtefeld
Vice President, Taxes
11
Denise R. Danner
Vice President & Controller
Stanton K. Rideout
Vice President & Treasurer
Eric E. Kinneberg
Assistant Treasurer
Jerry F. Schatza
Director of Taxes
12
Schedule B
DIRECTORS AND MANAGING DIRECTORS OF CLIMAX MOLYBDENUM B.V.
The name, business address, title, present principal occupation or
employment, and citizenship of each of the directors and managing directors of
Climax Molybdenum B.V. are set forth below. Other than its directors and
managing directors, Climax Molybdenum B.V. does not have any executive officers.
Unless otherwise indicated, the business address of each person listed below is
P.O. Box 1130, 3180 AC Rozenburg, Theemsweg 20, 3197 KM Botlek, Rotterdam, The
Netherlands. Unless otherwise indicated, each person listed below is a United
States citizen.
Directors
---------
Johan van der Wal (Dutch citizen)
Controller
Climax Molybdenum B.V.
David H. Thornton
President
Climax Molybdenum Company
One North Central Avenue
Phoenix, Arizona 85004
Mike P. Ciricillo (Canadian citizen)
Managing Director
Climax Molybdenum B.V.
13
Schedule C
DIRECTORS AND EXECUTIVE OFFICERS OF PHELPS DODGE CORPORATION
The name, business address, title, present principal occupation or
employment, and citizenship of each of the directors and executive officers of
Phelps Dodge Corporation are set forth below. The business address of each
person listed below is One North Central Avenue, Phoenix, Arizona 85004. Unless
otherwise indicated, each person listed below is a United States citizen.
DIRECTORS
Marie L. Knowles
Retired Executive Vice President and Chief Financial Officer of
Atlantic Richfield Company
John C. Madonna
Former Chairman of the Board of DigitalThink, Inc.
Gordon R. Parker
Retired Chairman of Newmont Mining Corporation
Robert D. Johnson
President and Chief Executive Officer
Honeywell Aerospace
Archie W. Dunham
Retired Chairman of ConocoPhillips
William A. Franke
Retired Chairman of America West Holdings Corporation
J. Steven Whisler
Chairman and Chief Executive Officer
Phelps Dodge Corporation
Robert N. Burt
Retired Chairman of the Board and Chief Executive Officer of FMC Corporation
Robert D. Krebs
Retired Chairman of Burlington Northern Santa Fe Corporation
William J. Post
Chairman of the Board
Pinnacle West Capital Corporation
Jack E. Thompson
Vice Chairman of Barrick Gold Corporation
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EXECUTIVE OFFICERS
------------------
J. Steven Whisler
Chairman of the Board and Chief Executive Officer
Timothy R. Snider
President and Chief Operating Officer; President, Phelps Dodge Mining Company
Ramiro G. Peru
Executive Vice President and Chief Financial Officer
Arthur R. Miele
Senior Vice President - Marketing; President, Phelps Dodge Sales Company
Kalidas V. Madhavpeddi
Senior Vice President - Asia; President, Phelps Dodge Wire and
Cable Group
S. David Colton
Senior Vice President and General Counsel
David L. Pulatie
Senior Vice President - Human Resources
James P. Berresse
President and Chief Executive Officer, Columbian Chemicals Company
15