SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 3, 2004
SOUTHERN PERU COPPER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-14066 13-3849074
--------------- ------------ -------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
organization)
2575 East Camelback Rd.
Phoenix, AZ 85016
------------------------ ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (602) 977-6500
Item 5. Other Events
On February 3, 2004, Grupo Mexico, S.A. de C.V. ("GMEXICO"), the largest
stockholder of the Company, presented a proposal regarding the possible sale
to the Company of all the shares of GMEXICO's subsidiary, Minera Mexico, S.A.
de C.V. ("MM"), representing 99% of MM outstanding shares, in return for the
issuance to it of additional shares of the Company.
The Company has formed a Special Committee of Disinterested Directors,
comprised of members of its Board to evaluate whether the proposal is in the
best interests of the stockholders of the Company. There can be no assurances
as to whether any agreement will be reached with regard to such transaction.
If consummated, the transaction would result in the Company having a
single class of registered common stock listed on the New York Stock Exchange.
This transaction would create a high quality mining asset, with the second
largest copper reserves in the world and the largest copper reserves of any
publicly traded company. The Company would also have significant zinc, silver,
molybdenum and other mineral reserves. The new company would have a sound
capital structure with solid financial ratios, and diversification in metals,
countries and markets. In addition, significant synergies are expected due to
the complementary nature of the assets and operations of the two companies.
****
Forward-looking statements in this report and in other Company statements
include statements regarding expected commencement dates of mining or metal
production operations, projected quantities of future metal production,
anticipated production rates, operating efficiencies, costs and expenditures
as well as projected demand or supply for the Company's products. Actual
results could differ materially depending upon factors including the
availability of materials, equipment, required permits or approvals and
financing, the occurrence of unusual weather or operating conditions, lower
than expected ore grades, the failure of equipment or processes to operate in
accordance with specifications, labor relations, environmental risks as well
as political and economic risk associated with foreign operations. Results of
operations are directly affected by metal prices on commodity exchanges, which
can be volatile.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
2
SOUTHERN PERU COPPER CORPORATION
By: /s/Armando Ortega
-----------------------
Its: Vice President-Legal and
Secretary
Date: February 3, 2004
3