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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
SEC FILE NUMBER
1-14066
CUSIP NUMBER
NOTIFICATION OF LATE FILING
(CHECK ONE): | | Form 10-K Form 20-F |X| Form 11-K Form 10-Q
|_| Form N-SAR
For Period Ended: DECEMBER 31, 2001
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ___________________
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READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
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NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
SOUTHERN PERU COPPER CORPORATION
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Full Name of Registrant
N/A
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Former Name if Applicable
2575 E. CAMELBACK ROAD, SUITE 500
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Address of Principal Executive Office (STREET AND NUMBER)
PHOENIX, AZ 85016
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City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable effort
or expense;
(b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F,11-K or Form N-SAR, or portion
|X| thereof, will be filed on or before the fifteenth calendar
day following the prescribed due date; or the subject
quarterly report of transition report on Form 10-Q, or
portion thereof will be filed on or before the fifth
calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required
by Rule 12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report portion thereof, could not be filed within the
prescribed time period.
On April 25, 2002, upon the recommendation of the Audit Committee, the Board of
Directors of the Southern Peru Copper Corporation ("SPCC or the Company")
approved the selection of Deloitte & Touche LLP as independent auditors for
2002, dismissing Arthur Andersen LLP ("Arthur Andersen"). The dismissal of
Arthur Andersen followed the decision of the Company to seek proposals from
independent auditing firms to audit the financial statements of the Company. The
appointment of Deloitte & Touche LLP is subject to shareholder ratification at
the Company's 2002 Annual Meeting of Shareholders, and to the completion by
Deloitte & Touche LLP of their normal client acceptance procedures.
In connection with the audits for the two most recent fiscal years and through
April 25, 2002, there have been no disagreements with Arthur Andersen on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of Arthur Andersen, would have caused Arthur Andersen to make
reference thereto in its report on the financial statements of the Company for
such time periods. Also, during those time periods, there have been no
"reportable events," as such term is used in Item 304(a)(1)(v) of Regulation
S-K.
Arthur Andersen's reports on the financial statements of the Company for the
last two years neither contained an adverse opinion or disclaimer of opinion,
nor were they qualified or modified as to uncertainty, audit scope, or
accounting principles.
This information was reported in a Current Report on Form 8-K filed with the
Securities and Exchange Commission (the "Commission") on April 30, 2002. Arthur
Andersen has provided the Company with a letter, addressed to the Commission,
which was filed as an exhibit to the Current Report on Form 8-K. The Current
Report on Form 8-K also applied to the Savings Plan of Southern Peru Copper
Corporation and Participating Subsidiaries ("Savings Plan").
Effective November 15, 2000, the Savings Plan was terminated and no further
contributions from employees or the Company were accepted after that date. The
Savings Plan received a final letter of determination late in 2001 from the
Internal Revenue Service. SPCC proceeded with the
distribution of assets to plan participants but did not complete it before
year-end. SPCC needs to file a 11-K report for the Savings Plan even though the
remaining Savings Plan assets were held by only approximately 34 participants
who had not completed the paperwork for withdrawal and termination at December
31, 2001. The 11-K report is due on or before July 1, 2002 (the deadline is June
29, 2002 but because it is a Saturday, SPCC has until Monday July 1, 2002).
Because Deloitte & Touche is still completing their normal client acceptance
procedures, SPCC has retained the services of Keegan, Linscott & Kenon, P.C., an
accounting firm located in Tucson, Arizona. Keegan, Linscott & Kenon has advised
SPCC that they would not be able to complete the review and audit of the Savings
Plan before the July 1, 2002 deadline. Accordingly under The Temporary Final
Rules (Release Nos. 33-8070, 34-45590 and others) for Arthur Andersen Auditing
Clients, SPCC is seeking a 15-calendar day extension of the July 1, 2002
deadline.
PART IV-- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Jose N. Chirinos n/a 011-511-372-0029
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under SECTION 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). |X| Yes |_| No
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(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
|_| Yes |X| No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
SOUTHERN PERU COPPER CORPORATION
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date June 28, 2002 By /s/ OSCAR GONZALEZ ROCHA
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OSCAR GONZALEZ ROCHA