UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. __)
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only
(as Permitted by Rule 14a-6(e)(2))
|_| Definitive Proxy Statement
|X| Definitive Additional Materials
|_| Soliciting Material under Rule 14a-12
SOUTHERN PERU COPPER CORPORATION
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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[LOGO] SOUTHERN PERU COPPER CORPORATION
May 13, 2003
Dear Common Stockholder:
We are enclosing supplemental proxy materials for the annual meeting of
stockholders of Southern Peru Copper Corporation (the "Company"). The original
proxy materials were first mailed on or about April 8, 2003 to holders of
Common Stock. The supplemental materials contain information concerning a
director that has been proposed for nomination to the Board of Directors by a
holder of Common Stock of the Company and supported by at least three other
holders of Common Stock. We urge you to read the supplemental materials
carefully together with the proxy statement.
To provide you with sufficient time to review the supplemental materials,
we have postponed the 2003 annual meeting, originally scheduled for May 8,
2003, until May 30, 2003. The annual meeting of stockholders will now be held
at 11:00 a.m., local time, on Friday, May 30, 2003 at the offices of Grupo
Mexico, S.A. de C.V., Baja California 200, Fifth Floor, Colonia Roma Sur,
Mexico City, Mexico. The proposal to elect directors and the proposal to
ratify the selection by the Audit Committee of the Board of Directors of
PricewaterhouseCoopers LLP as independent accountants of the Company for the
calendar year 2003 will be submitted to a vote of the holders of Common Stock
at the postponed meeting on May 30. You do not have to take any action if you
do not wish to change your vote on any proposal. The Company is not soliciting
new votes on the matters to be voted upon.
You may vote on any of the proposals described in the proxy statement, as
supplemented, until the date and time of the postponed meeting on May 30,
2003. It is important that your shares be represented at the meeting whether
or not you are able to attend in person.
Sincerely,
/s/ Armando Ortega
Armando Ortega
Vice President, Legal
and Secretary of the Board
of Directors
2575 E. Camelback Road, Suite 500, Phoenix, Arizona 85016 TEL (602) 977-6500
Avenida Caminos del Inca No. 171, Chacarilla del Estanque,
Santiago de Surco, Lima 33, Peru
TEL (511) 372-1414, ext. 3312 (Spanish), ext. 3325 (English)
SOUTHERN PERU COPPER CORPORATION
SUPPLEMENTAL PROXY MATERIALS FOR THE
PROXY STATEMENT DATED APRIL 4, 2003
These supplemental proxy materials supplement the proxy statement of
Southern Peru Copper Corporation (the "Company") dated April 4, 2003 and are
being furnished to you in connection with the solicitation by the Board of
Directors of the Company of the proxies of all holders of common stock, par
value $0.01 per share (the "Common Stock") entitled to vote at the annual
meeting to be held at the offices of Grupo Mexico, S.A. de C.V. ("Grupo
Mexico"), Baja California 200, Fifth Floor, Colonia Roma Sur, Mexico City,
Mexico, on Friday, May 30, 2003, at 11:00 a.m., Mexico City time, and at any
adjournment thereof. These supplemental materials should be read in
conjunction with the proxy statement dated April 4, 2003. These supplemental
materials are dated May 13, 2003, and are first being mailed on or about May
14, 2003, to holders of Common Stock of record on April 2, 2003.
POSTPONEMENT OF ANNUAL MEETING
Our annual meeting of stockholders was scheduled to take place on May 8,
2003 at the offices of Grupo Mexico in Mexico City, Mexico. We filed our
related proxy statement with the Securities and Exchange Commission on April
4, 2003 and first mailed the proxy statement to holders of Common Stock on or
about April 8, 2003. The reason for the postponement is to allow time for
holders of Common Stock to be provided with information concerning the
candidacy of a director who is expected to be nominated by a holder of Common
Stock and supported by at least three other holders of Common Stock at the
annual meeting on May 30, 2003. Accordingly, the annual meeting of
stockholders of the Company, originally scheduled for May 8, 2003, has been
postponed until May 30, 2003. The postponement, however, does not change the
record date of April 2, 2003 for the annual meeting.
ANTICIPATED NOMINEE FOR ELECTION AS
DIRECTOR REPRESENTING COMMON STOCK
We understand that the following individual is expected to be nominated
by Profuturo AFP, a holder of Common Stock of the Company, and supported by at
least three other holders of Common Stock at the annual meeting of
stockholders on May 30, 2003 for election to the Board of Directors to
represent you until the next annual meeting of stockholders:
For Common Stock Director Age
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Pedro-Pablo Kuczynski Mr. Kuczynski has been President and Chief Executive 65
Officer of the Latin American Enterprise Fund since
April 1994 and President and Chief Executive Officer
of Westfield Capital Ltd. since April 1992. He also
was Minister of Economy and Finance of the Government
of Peru from July 2001 to July 2002. Mr. Kuczynski is
a director of the R.O.C. Taiwan Fund (a diversified
closed-end management investment company) and Tenaris,
S.A. (a steel manufacturer).
INTEREST OF ANTICIPATED NOMINEE FOR ELECTION AS
DIRECTOR REPRESENTING COMMON STOCK
We understand that Mr. Kuczynski is not, nor has been within the past
year, a party to any contract, arrangement or understanding with any person
with respect to any securities of the Company, including, but not limited to,
joint ventures, loan or option arrangements, puts or calls, guarantees against
loss or guarantees of profit, division of losses or profits, or the giving or
withholding of proxies. We also understand that Mr. Kuczynski does not have
any arrangement or understanding with any person with respect to any future
employment by the Company or its affiliates, or with respect to any future
transactions to which the Company or any of its affiliates will or may be a
party. If elected, the Company intends to ask Mr. Kuczynski to serve on the
Audit Committee, the Stock Incentive Committee and the Nominating Committee of
the Board of Directors of the Company and we understand that Mr. Kuczynski has
indicated his willingness to serve in those capacities.
ADDITIONAL INFORMATION
If you need another copy of the proxy statement, you may call (602)
977-6500 to request that a copy be mailed to you. In addition, you may view
copies of the Company's proxy statement and supplements to the proxy statement
on the SEC's EDGAR database, located on its website, www.sec.gov.
By Order of the Board of Directors,
/s/ Armando Ortega
Armando Ortega
Vice President, Legal
and Secretary of the Board
of Directors
Phoenix, Arizona
May 13, 2003