UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 2)
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
APRIL 4, 2005
(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)
SCHEDULE 13D
(AMENDMENT NO. 2)
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 (8) SHARED VOTING POWER
OWNED BY 8,963,796 Shares
EACH (9) SOLE DISPOSITIVE POWER
REPORTING None
PERSON (10) SHARED DISPOSITIVE POWER
WITH 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)
7.6% 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.
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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 (8) SHARED VOTING POWER
OWNED BY 2,210,000 Shares
EACH (9) SOLE DISPOSITIVE POWER
REPORTING None
PERSON (10) SHARED DISPOSITIVE POWER
WITH 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)
7.6% 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.
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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 (8) SHARED VOTING POWER
OWNED BY 11,173,796 Shares
EACH (9) SOLE DISPOSITIVE POWER
REPORTING None
PERSON (10) SHARED DISPOSITIVE POWER
WITH 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)
7.6% 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.
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This Amendment No. 2 ("Amendment No. 2") amends and supplements the
statement on Schedule 13D initially filed on January 12, 1996, as amended by a
filing on December 29, 2004 (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. 2.
Capitalized terms used and not defined in this Amendment No. 2 have the meanings
set forth in the Original Filing.
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.
On April 4, 2005, PDC, Phelps Dodge Overseas and Climax entered into a
Registration Rights Agreement (the "Registration Rights Agreement") dated as of
March 31, 2005 with the Company, AMC, Cerro Trading Company, Inc. ("Cerro") and
SPC Investors, L.L.C. ("SPC Investors").
The Registration Rights Agreement contemplates that the Company will file
as promptly as practicable, and in any event will use its reasonable best
efforts to file by April 29, 2005 (i.e. within 20 business days from the
Company's April 1, 2005 acquisition of Minera Mexico, S.A. de C.V.), a shelf
registration statement on Form S-3 (the "Registration Statement") covering the
resale of all the Company's Common Stock held by Cerro, SPC Investors, Phelps
Dodge Overseas, Climax and their respective permitted transferees
(collectively, the "Selling Stockholders") with the Securities and Exchange
Commission (the "Commission"). In general, during the first six months
following the effectiveness date of the Registration Statement (the "Initial
Six-Month Period"), the Selling Stockholders will only be permitted to sell
their Common Stock in the Company through underwritten offerings sponsored by
the Company and the Company will not be permitted to conduct primary offerings
of its commons stock. The price, underwriting discount and other financial
terms related to the resale of the Company's Common Stock in connection with
any underwritten offering conducted during the Initial Six-Month Period will be
subject to the reasonable approval of each Selling Stockholder electing to
participate in such underwritten offering. Subject to monthly volume-based
selling restrictions, the Selling Stockholders may effect further sales of
their Common Stock in the Company during the six-month period following the end
of the Initial Six-Month Period, but the Company will not be obligated to
sponsor any underwritten offerings in connection with such further sales.
Pursuant to the Registration Rights Agreement, AMC, Cerro, SPC Investors,
Phelps Dodge Overseas and Climax also agreed to convert on the effectiveness
date of the Registration Statement all of their Class A Common Stock, in
accordance with the Company's Restated Certificate of Incorporation, into an
equal number of fully paid and non-assessable shares of the Company's Common
Stock.
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The foregoing is qualified in its entirety by reference to the
Registration Rights 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 6.1% 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 1.5% 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 7.6% 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.
Both J. Steven Whisler and Ramiro G. Peru have the sole power to vote or
to direct the vote, and the sole power to dispose or direct the disposition, of
the Common Stock that each owns.
(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.
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Item 6 of the Original Filing is hereby amended and supplemented by adding
the following:
On April 4, 2005, PDC, Phelps Dodge Overseas and Climax entered into a
Registration Rights Agreement dated as of March 31, 2005 with the Company, AMC,
Cerro and SPC Investors. The description of the Registration Rights Agreement
under Item 4 is incorporated herein by reference in its entirety.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit No. Title
----------- -----
1 Registration Rights Agreement, dated as of March 31, 2005, made
and entered into by and between Cerro Trading Company, Inc., SPC
Investors, L.L.C., Phelps Dodge Corporation, Phelps Dodge
Overseas Capital Corporation, Climax Molybdenum B.V., Southern
Peru Copper Corporation and Americas Mining Corporation
2 Joint Filing Agreement, dated April 8, 2005, 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: April 8, 2005
PHELPS DODGE OVERSEAS CAPITAL
CORPORATION
By: /s/ S. David Colton
----------------------------------
Name: S. David Colton
Title: Senior Vice President and
General Counsel
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
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