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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
SOUTHERN PERU COPPER CORPORATION
------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01
------------------------------------------------------------------------------
(Title of Class of Securities)
843611104
------------------------------
(CUSIP Number)
Daniel Tellechea Salido
Administration and Finance President
Grupo Mexico, S.A. de C.V.
Baja California 200
Colonia Roma Sur
06760 Mexico City, Mexico
Tel. 011-525-574-2067
and
Daniel Tellechea Salido
Vice President and
Administration and Finance President
Grupo Minero Mexico Internacional, S.A. de C.V.
Baja California 200
Colonia Roma Sur
06760 Mexico City, Mexico
Tel. 011-525-574-2067
and
Daniel Tellechea Salido
Administration and Finance President
Controladora Minera Mexico, S.A. de C.V.
Baja California 200
Colonia Roma Sur
06760 Mexico City, Mexico
Tel. 011-525-574-2067
(Page 1 of 23 Pages)
CUSIP NO. 843611104 Page 2 of 23 Pages
and
Daniel Tellechea Salido
Vice President and Chief Financial Officer
Americas Mining Corporation
2575 East Camelback Road, Suite 500
Phoenix, Arizona 85016
Tel. (602) 977-6500
and
Douglas McAllister, Esq.
General Counsel
ASARCO Incorporated
2575 East Camelback Road, Suite 500
Phoenix, Arizona 85016
Tel. (602) 977-6500
and
Daniel Tellechea Salido
Vice President and Treasurer
Southern Peru Holdings Corporation
Baja California 200
Colonia Roma Sur
06760 Mexico City, Mexico
Tel. 011-525-574-2067
------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
copy to:
Michael L. Fitzgerald, Esq.
Sidley Austin Brown & Wood LLP
787 Seventh Avenue
New York, New York 10019
Tel. (212) 839-5300
February 2, 2003
--------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
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 ss.ss.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 ss.240.13d-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 the following pages)
CUSIP NO. 843611104 Page 3 of 23 Pages
-----------------------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS. Grupo Mexico, S.A. de C.V.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). 13-1808503
-----------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) /X/
(b) /_/
-----------------------------------------------------------------------------------------------
3 SEC USE ONLY
-----------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
-----------------------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) /_/
-----------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Mexico
-----------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 43,534,549
REPORTING -----------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
43,534,549
-----------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,534,549
-----------------------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) /_/
-----------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.4% of total Common Shares,(1) 65.8% of Class A Common Stock
-----------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
-----------------------------------------------------------------------------------------------
(1) Assuming conversion of all outstanding shares of Class A Common Stock into Common Stock
on a one-to-one basis.
CUSIP NO. 843611104 Page 4 of 23 Pages
-----------------------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS. Grupo Minero Mexico Internacional, S.A. de C.V.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
-----------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) /X/
(b) /_/
-----------------------------------------------------------------------------------------------
3 SEC USE ONLY
-----------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
-----------------------------------------------------------------------------------------------
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 0
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 17,249,520
REPORTING -----------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
17,249,520
-----------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,249,520
-----------------------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) /_/
-----------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.55% of total Common Shares,(1) 26.07% of Class A Common Stock
-----------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
-----------------------------------------------------------------------------------------------
(1) Assuming conversion of all outstanding shares of Class A Common Stock into Common Stock
on a one-to-one basis.
CUSIP NO. 843611104 Page 5 of 23 Pages
-----------------------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS. Controladora Minera Mexico, S.A. de C.V.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
-----------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) /X/
(b) /_/
-----------------------------------------------------------------------------------------------
3 SEC USE ONLY
-----------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
-----------------------------------------------------------------------------------------------
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 0
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 17,249,520
REPORTING -----------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
17,249,520
-----------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,249,520
-----------------------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) /_/
-----------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.55% of total Common Shares,(1) 26.07% of Class A Common Stock
-----------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
-----------------------------------------------------------------------------------------------
(1) Assuming conversion of all outstanding shares of Class A Common Stock into Common Stock
on a one-to-one basis.
CUSIP NO. 843611104 Page 6 of 23 Pages
-----------------------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS. Americas Mining Corporation
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). 86-1010884
-----------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) /X/
(b) /_/
-----------------------------------------------------------------------------------------------
3 SEC USE ONLY
-----------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
-----------------------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) /_/
-----------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
-----------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 43,534,549
REPORTING -----------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
43,534,549
-----------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,534,549
-----------------------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) /_/
-----------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.4% of total Common Shares,(1) 65.8% of Class A Common Stock
-----------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
-----------------------------------------------------------------------------------------------
(1) Assuming conversion of all outstanding shares of Class A Common Stock into Common Stock
on a one-to-one basis.
CUSIP NO. 843611104 Page 7 of 23 Pages
-----------------------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS. ASARCO Incorporated
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). 13-4924440
-----------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) /X/
(b) /_/
-----------------------------------------------------------------------------------------------
3 SEC USE ONLY
-----------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
-----------------------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) /_/
-----------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey
-----------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 43,534,549
REPORTING -----------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
43,534,549
-----------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,534,549
-----------------------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) /_/
-----------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.4% of total Common Shares,(1) 65.8% of Class A Common Stock
-----------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
-----------------------------------------------------------------------------------------------
(1) Assuming conversion of all outstanding shares of Class A Common Stock into Common Stock
on a one-to-one basis.
CUSIP NO. 843611104 Page 8 of 23 Pages
-----------------------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS. Southern Peru Holdings Corporation
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). 13-4152060
-----------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) /X/
(b) /_/
-----------------------------------------------------------------------------------------------
3 SEC USE ONLY
-----------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
-----------------------------------------------------------------------------------------------
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 0
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 43,348,949
REPORTING -----------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
43,348,949
-----------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,348,949
-----------------------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) /_/
-----------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.2% of total Common Shares,(1) 65.8% of Class A Common Stock
-----------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
-----------------------------------------------------------------------------------------------
(1) Assuming conversion of all outstanding shares of Class A Common Stock into Common Stock
on a one-to-one basis.
CUSIP NO. 843611104 Page 9 of 23 Pages
Grupo Mexico, S.A. de C.V. ("Grupo Mexico"), Grupo Minero Mexico
International, S.A. de C.V. ("GMMI"), Controladora Minera Mexico, S.A. de C.V.
("Controladora"), Americas Mining Corporation ("AMC"), ASARCO Incorporated
("ASARCO") and Southern Peru Holdings Corporation ("SPHC") (collectively,
Grupo Mexico, GMMI, Controladora, AMC, ASARCO and SPHC, the "Reporting
Persons") hereby amend the report on Schedule 13D regarding shares of Southern
Peru Copper Corporation (the "Company"), originally filed on January 12, 1996,
as further amended on March 6, 1996, on November 19, 1999, on October 13,
2000, on May 17, 2001 and on July 16, 2001 (collectively, the "Schedule 13D").
Unless otherwise indicated capitalized terms used but not defined herein shall
have the same meanings assigned to them in Schedule 13D.
Item 1. Security and Issuer.
This Schedule 13D relates to Common Stock of the Company, $0.01 par
value per share ("Common Stock"), and Class A Common Stock of the Company,
$0.01 par value per share ("Class A Common Stock", together, with Common
Stock, the "Common Shares").
Item 2. Identity and Background.
Item 2 is hereby amended and supplemented by adding the following:
Annex I hereto sets forth the name, business address, present
principal occupation or employment and citizenship of each director and
executive officer of Grupo Mexico. The information set forth in Annex I hereto
is incorporated herein by reference.
Annex II hereto sets forth the name, business address, present
principal occupation or employment and citizenship of each director and
executive officer of GMMI. The information set forth in Annex II hereto is
incorporated herein by reference.
Annex III hereto sets forth the name, business address, present
principal occupation or employment and citizenship of each director and
executive officer of Controladora. The information set forth in Annex III
hereto is incorporated herein by reference.
Annex IV hereto sets forth the name, business address, present
principal occupation or employment and citizenship of each director and
executive officer of AMC. The information set forth in Annex IV hereto is
incorporated herein by reference.
Annex V hereto sets forth the name, business address, present
principal occupation or employment and citizenship of each director and
executive officer of ASARCO. The information set forth in Annex V hereto is
incorporated herein by reference.
Annex VI hereto sets forth the name, business address, present
principal occupation or employment and citizenship of each director and
executive officer of SPHC. The information set forth in Annex VI hereto is
incorporated herein by reference.
During the past five years, the Reporting Persons have not, and, to
the best of their knowledge, no person listed on Annex I through Annex VII
hereto has been (a) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (b) a party to any civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of
which such person 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 violation with respect to
such laws.
CUSIP NO. 843611104 Page 10 of 23 Pages
Item 3. Source and Amount of Funds or Other Consideration.
Please refer to Item 4.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and supplemented by adding the following:
As previously disclosed, certain of the Reporting Persons have for
some time intended to engage in a transaction in which SPHC would sell to AMC
all of the Class A Common Stock of the Company owned by it. SPHC would
dividend the funds received from AMC to ASARCO, and ASARCO would use the
proceeds to repay debt and to fund a trust created pursuant to a consent
decree approved by the United States District Court for the District of
Arizona on February 2, 2003 (the "Consent Decree"). To complete this
transaction, AMC intends to borrow the funds. Pursuant to the terms of the
Consent Decree, AMC, ASARCO, SPHC and SPHC II Incorporated, a wholly-owned
subsidiary of AMC ("SPHC II"), have agreed to enter into a Stock Purchase
Agreement (the "Stock Purchase Agreement") with respect to the sale by SPHC of
all of its Class A Common Stock to AMC for consideration of $765.0 million in
a combination of cash, promissory notes and cancellation of indebtedness. A
form of the Stock Purchase Agreement is attached as Exhibit 1 hereto and is
incorporated herein by reference. ASARCO would continue to be a wholly-owned
subsidiary of AMC and Grupo Mexico after that sale. If the transaction is
completed, it is intended that the shares of Class A Common Stock would be
pledged to certain of AMC's lenders.
Consummation of the transactions contemplated by the Stock Purchase
Agreement will be subject to the receipt by AMC of financing and certain other
customary conditions. There can be no assurance as to whether, and if so, when
the Stock Purchase Agreement might be signed and, if signed, whether the
transactions contemplated by the Stock Purchase Agreement will be consummated.
The effect that the transactions contemplated by the Stock Purchase Agreement
may have on the Company and its operations (and on any other interest the
Reporting Persons have in the Company) will remain subject to the consummation
of the transactions contemplated by the Stock Purchase Agreement.
The Reporting Persons may also from time to time acquire, purchase
or sell shares of Common Stock in the open market, in privately negotiated
transactions or otherwise, hold such shares or propose changes in the
membership of the Board of Directors, as the Reporting Persons may determine
at any such time based upon its evaluation of the Company's businesses and
prospects, alternative investment opportunities and all other factors deemed
relevant. Except as described in this Item 4, as of the date of this statement
none of the Reporting Persons has any plans or has made any proposals that
relate to or would result in any action enumerated in Items 4(a) through (j)
of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and supplemented by the following:
The Reporting Persons beneficially own 43,348,949 shares of Class A
Common Stock, which are convertible on a one-to-one basis into shares of
Common Stock, representing approximately 65.8% of the issued and outstanding
shares of Class A Common Stock and approximately 54.2% of the issued and
outstanding Common Stock (assuming conversion of all outstanding shares of
Class A Common Stock into Common Stock on a one-to-one basis). The Reporting
Persons other than SPHC also beneficially own 185,600 shares of Common Stock,
which were acquired through open market transactions, the last of which
occurred November 16, 2001. The shares of Common Stock represent approximately
1.3% of the issued and outstanding shares of Common Stock and 0.2% of the
issued and outstanding Common Stock (assuming conversion of all outstanding
shares of Class A Common Stock into Common Stock on a one-to-one basis). Other
than as set forth herein, the Reporting Persons have neither acquired nor
disposed of any shares of Class A Common Stock or Common Stock since the date
of the Schedule 13D.
Grupo Mexico, AMC and ASARCO have shared power to vote and shared
dispositive power of 43,534,549 shares of Class A Common Stock. SPHC has
shared power to vote and shared dispositive power of 43,348,949 shares of
Class A Common Stock. GMMI and Controladora have shared power to vote and
shared dispositive power of 17,249,520 shares of Class A Common Stock.
CUSIP NO. 843611104 Page 11 of 23 Pages
Except as set forth in the Schedule 13D, none of the Reporting
Persons or, to their knowledge, any of the persons listed in the Annexes
hereto (other than those individuals named in Schedule A hereto) beneficially
owns any equity security of the Company and none of the Reporting Persons or,
to their knowledge, any of the respective directors, executive officers or
subsidiaries of any of the foregoing, has effected any transaction in any
equity security of the Company during the past 60 days.
Except as set forth in the Schedule 13D and other than the
Stockholders' Agreement, a copy of which was previously filed as Exhibit 1 to
the Schedule 13D, none of the Reporting Persons, or to their knowledge, any of
the persons listed in the Annexes hereto, has any contract, arrangement,
understanding or relationships (legal or otherwise) among the persons named in
Item 2 and between such persons and any person with respect to any securities
of the Company, including but not limited to transfer or voting of any of the
securities of the Company, finder's fee, joint ventures, loan or option
arrangements, puts or calls, guaranties of profits, division of profits or
loss, or the giving or withholding of proxies.
Except as set forth in the Schedule 13D, no person is known to any
of the Reporting Persons or to their knowledge to have the right to receive or
the power to direct the receipt of dividends from, or proceeds from the sale
of, any shares of the Common Shares.
Except as set forth in the Schedule 13D, no Reporting Person ceased
to be the beneficial owner of more than five percent of the Common Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Please refer to Item 4.
Item 7. Material to be Filed as Exhibits.
1. Form of Stock Purchase Agreement.
2. Joint Filing Agreement dated July 13, 2001 among the Reporting
Persons (filed as Exhibit 1 to Amendment No. 5 of the Schedule 13D
dated July 16, 2001 and incorporated by reference herein).
CUSIP NO. 843611104 Page 12 of 23 Pages
SIGNATURES
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.
GRUPO MEXICO, S.A. de C.V.
February 11, 2003
----------------
Date
/s/ Daniel Tellechea Salido
---------------------------
Signature
Daniel Tellechea Salido, Administration and Finance President
Name/Title
GRUPO MINERO MEXICO INTERNACIONAL, S.A. de C.V.
February 11, 2003
-----------------
Date
/s/ Daniel Tellechea Salido
---------------------------
Signature
Daniel Tellechea Salido, Administration and Finance President
Name/Title
CONTROLADORA MINERA MEXICO, S.A. de C.V.
February 11, 2003
----------------
Date
/s/ Daniel Tellechea Salido
---------------------------
Signature
Daniel Tellechea Salido, Administration and Finance President
Name/Title
AMERICAS MINING CORPORATION
February 11, 2003
-----------------
Date
/s/ Daniel Tellechea Salido
---------------------------
Signature
Daniel Tellechea Salido, Vice President and Chief Financial
Officer
Name/Title
ASARCO INCORPORATED
February 11, 2003
-----------------
Date
/s/ Daniel Tellechea Salido
---------------------------
Signature
Daniel Tellechea Salido, Executive Vice President and Chief
Financial Officer
Name/Title
SOUTHERN PERU HOLDINGS CORPORATION
February 11, 2003
-----------------
Date
/s/ Daniel Tellechea Salido
---------------------------
Signature
Daniel Tellechea Salido, Vice President and Treasurer
Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed
with the statement: provided, however, that a power of attorney for this
purpose which is already on file with the Commission may be incorporated by
reference. The name and any title of each person who signs the statement shall
be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact
constitute federal criminal violations (see 18 U.S.C. 1001).
CUSIP NO. 843611104 Page 13 of 23 Pages
Schedule A
----------
BENEFICIAL OWNERSHIP OF COMMON SHARES BY CERTAIN DIRECTORS OF
THE REPORTING PERSONS
The following table sets forth the name of each director of the Reporting
Owner who beneficially owns Common Shares of the Company and the total number
of Common Shares beneficially owned by such director as of the date of this
Schedule 13D.
--------------------------------- ----------------------------
NAME TOTAL OF COMMON SHARES OWNED
--------------------------------- ----------------------------
Hector Garcia de Quevedo Topete 400
--------------------------------- ----------------------------
Xavier Garcia de Quevedo Topete 400
--------------------------------- ----------------------------
German Larrea Mota-Velasco 800
--------------------------------- ----------------------------
Genaro Larrea Mota-Velasco 800
--------------------------------- ----------------------------
Daniel Tellechea Salido 200
--------------------------------- ----------------------------
Armando Ortega Gomez 800
--------------------------------- ----------------------------
CUSIP NO. 843611104 Page 14 of 23 Pages
Annex I
GRUPO MEXICO
Directors and Executive Officers
1. DIRECTORS AND EXECUTIVE OFFICERS OF GRUPO MEXICO. The following table
sets forth the name, principal business address, title and present
principal occupation or employment of each director and executive
officer of Grupo Mexico. Each such person is a citizen of Mexico.
-------------------------------------------------------------------------------------------------
NAME PRINCIPAL BUSINESS TITLE PRINCIPAL OCCUPATION
ADDRESS
-------------------------------------------------------------------------------------------------
German Larrea Baja California 200 Chairman of the Chairman of the Board
Mota-Velasco 06760 Mexico City Board and Chief and Chief Executive
Executive Officer Officer of Grupo
Mexico
-------------------------------------------------------------------------------------------------
Genaro Larrea 2575 East Camelback Road Director President of ASARCO
Mota-Velasco Suite 500
Phoenix, Arizona 85016
-------------------------------------------------------------------------------------------------
Juan I. Gallardo Monte Caucaso 915, Fl. 4 Director President and
Thurlow 11000 Mexico City Chairman of the Board
of Grupo Azucarero de
Mexico, S.A. de C.V.
-------------------------------------------------------------------------------------------------
Juan Sanchez Navarro Campos Eliseos 400, Fl. Director Vice President of
Peon 19 Grupo Modelo, S.A. de
11000 Mexico City C.V.
-------------------------------------------------------------------------------------------------
Romulo O'Farril Jr. Avenue San Jeronimo 790-A Director President and General
11000 Mexico City Director of Novedades
de Acapulco, S.A. de
C.V.
-------------------------------------------------------------------------------------------------
Claudio X. Gonzalez Jose Luis LaGrange 103, Director Chairman of the Board
Fl. 3 and General Director
11510 Mexico City of Kimberly Clark de
Mexico, S.A. de C.V.
-------------------------------------------------------------------------------------------------
Jose Mendoza Fernandez Privada Juarez 43 Director Chairman of the Board
04000 Mexico City of Desarrollos
Industriales e
Immobiliarios, S.A.
de C.V.
-------------------------------------------------------------------------------------------------
Prudencio Lopez Vasco de Quiroga Director President of Sanvica,
Martinez 2121, Fl. 2 S.A. de C.V.
01210 Mexico City
-------------------------------------------------------------------------------------------------
Carlos Giron Peltier Lamartine 730 Director Retired
11560 Mexico City
-------------------------------------------------------------------------------------------------
Antonio Madero Bracho Monte Pelvoux 220, Fl. 8 Director Executive President
11000 Mexico City of San Luis
Corporacion, S.A. de
C.V.
-------------------------------------------------------------------------------------------------
CUSIP NO. 843611104 Page 15 of 23 Pages
-------------------------------------------------------------------------------------------------
Luis Tellez Kuenzler Paseo de Los Tamarindos Director Executive Vice
400, Torre B, Fl. 32 President of Grupo
05120 Mexico City Desc, S.A. de C.V.
-------------------------------------------------------------------------------------------------
Agustin Santamarina V. Campos Eliseos 345 Director and Partner of
11560 Mexico City Secretary of the Santamarina y Steta,
Board S.C.
-------------------------------------------------------------------------------------------------
Daniel Tellechea Salido Baja California 200 Director and Administration and
06760 Mexico City Administration and Finance President of
Finance President Grupo Mexico
-------------------------------------------------------------------------------------------------
Juan Rebolledo Gout Baja California 200 Vice President, Vice President of
06760 Mexico City International International
Relations Relations of Grupo
Mexico
-------------------------------------------------------------------------------------------------
Hector Garcia de Baja California 200 Director and General Director of
Quevedo Topete 06760 Mexico City General Director of Special Assignments
Special Assignments of Grupo Mexico
-------------------------------------------------------------------------------------------------
Xavier Garcia de Baja California 200 Director President of Minera
Quevedo Topete 06760 Mexico City Mexico, S.A. de C.V.
-------------------------------------------------------------------------------------------------
Oscar Gonzalez Rocha Av. Caminos del Inca Director President of Southern
171 Lima, Peru Peru Copper
Corporation
-------------------------------------------------------------------------------------------------
Alfredo Casar Perez Bosque de Ciruelos 99 Director President and
11700 Mexico City Managing Director of
Ferrocarril Mexicano,
S.A. de C.V.
-------------------------------------------------------------------------------------------------
Armando Ortega Gomez Baja California 200 Assistant Secretary General Legal
06760 Mexico City and General Legal Director of Grupo
Director Mexico
-------------------------------------------------------------------------------------------------
Gabino Paez Gonzalez Baja California 200 General Director, General Director of
06760 Mexico City Human Resources Human Resources of
Grupo Mexico
-------------------------------------------------------------------------------------------------
Ernesto Duran Trinidad Baja California 200 Corporate Corporate Comptroller
06760 Mexico City Comptroller of Grupo Mexico
-------------------------------------------------------------------------------------------------
CUSIP NO. 843611104 Page 16 of 23 Pages
Annex II
GMMI
Directors and Executive Officers
2. DIRECTORS AND EXECUTIVE OFFICERS OF GMMI. The following table
sets forth the name, principal business address, title and present
principal occupation or employment of each director and executive
officer of GMMI. Each such person is a citizen of Mexico.
---------------------------------------------------------------------------------------------------
NAME PRINCIPAL BUSINESS TITLE PRINCIPAL OCCUPATION
ADDRESS
---------------------------------------------------------------------------------------------------
German Larrea Baja California 200 President, Chairman Chairman of the Board
Mota-Velasco 06760 Mexico City of the Board and and Chief Executive
Chief Executive Officer of Grupo
Officer Mexico
---------------------------------------------------------------------------------------------------
Juan Sanchez Navarro Campos Eliseos 400, Fl. 19 Director Vice President of
Peon 11000 Mexico City Grupo Modelo, S.A. de
C.V.
---------------------------------------------------------------------------------------------------
Prudencio Lopez Vasco de Quiroga Director President of Sanvica,
Martinez 2121, Fl. 2 S.A. de C.V.
01210 Mexico City
---------------------------------------------------------------------------------------------------
Juan I. Gallardo Monte Caucaso 915, Fl. 4 Director President and
Thurlow 11000 Mexico City Chairman of the Board
of Grupo Azucarero de
Mexico, S.A. de C.V.
---------------------------------------------------------------------------------------------------
Carlos Giron Peltier Lamartine 730 Director Retired
11560 Mexico City
---------------------------------------------------------------------------------------------------
Genaro Larrea 2575 East Camelback Road Director President of ASARCO
Mota-Velasco Suite 500
Phoenix, Arizona 85016
---------------------------------------------------------------------------------------------------
Agustin Santamarina V. Campos Eliseos 400, Fl. 19 Director Partner of
11000 Mexico City Santamarina y Steta,
S.C.
---------------------------------------------------------------------------------------------------
Armando Ortega Gomez Baja California 200 Secretary of the General Legal
06760 Mexico City Board Director of Grupo
Mexico
---------------------------------------------------------------------------------------------------
CUSIP NO. 843611104 Page 17 of 23 Pages
Annex III
CONTROLADORA
Directors and Executive Officers
3. DIRECTORS AND EXECUTIVE OFFICERS OF CONTROLADORA. The following table
sets forth the name, principal business address, title and present
principal occupation or employment of each director and executive
officer of Controladora. Each such person is a citizen of Mexico.
-------------------------------------------------------------------------------------------------
NAME PRINCIPAL BUSINESS TITLE PRINCIPAL OCCUPATION
ADDRESS
-------------------------------------------------------------------------------------------------
German Larrea Baja California 200 President, Chairman Chairman of the Board
Mota-Velasco 06760 Mexico City of the Board and and Chief Executive
Chief Executive Officer of Grupo
Officer Mexico
-------------------------------------------------------------------------------------------------
Juan Sanchez Navarro Campos Eliseos 400, Fl. 19 Director Vice President of
Peon 11000 Mexico City Grupo Modelo, S.A. de
C.V.
-------------------------------------------------------------------------------------------------
Prudencio Lopez Vasco de Quiroga Director President of Sanvica,
Martinez 2121, Fl. 2 S.A. de C.V.
01210 Mexico City
-------------------------------------------------------------------------------------------------
Juan I. Gallardo Monte Caucaso 915, Fl. 4 Director President and
Thurlow 11000 Mexico City Chairman of the Board
of Grupo Azucarero de
Mexico, S.A. de C.V.
-------------------------------------------------------------------------------------------------
Carlos Giron Peltier Lamartine 730 Director Retired
11560 Mexico City
-------------------------------------------------------------------------------------------------
Genaro Larrea 2575 East Camelback Road Director President of ASARCO
Mota-Velasco Suite 500
Phoenix, Arizona 85016
-------------------------------------------------------------------------------------------------
Agustin Santamarina V. Campos Eliseos 345 Director Partner of
11560 Mexico City Santamarina y Steta,
S.C.
-------------------------------------------------------------------------------------------------
Armando Ortega Gomez Baja California 200 Secretary of the General Legal
06760 Mexico City Board Director of Grupo
Mexico
-------------------------------------------------------------------------------------------------
CUSIP NO. 843611104 Page 18 of 23 Pages
Annex IV
AMC
Directors and Executive Officers
4. DIRECTORS AND EXECUTIVE OFFICERS OF AMC. The following table sets
forth the name, principal business address, title and present
principal occupation or employment of each director and executive
officer of AMC. Each such person is a citizen of Mexico except Messrs.
McAllister, Boylan and O'Neil, who are citizens of the United States.
----------------------------------------------------------------------------------------------------
NAME PRINCIPAL BUSINESS TITLE PRINCIPAL OCCUPATION
ADDRESS
----------------------------------------------------------------------------------------------------
German Larrea Baja California 200 President, Chairman Chairman of the Board
Mota-Velasco 06760 Mexico City of the Board and and Chief Executive
Chief Executive Officer of Grupo
Officer Mexico
----------------------------------------------------------------------------------------------------
Juan Sanchez Navarro Campos Eliseos 400, Fl. 19 Director Vice President of
Peon 11000 Mexico City Grupo Modelo, S.A. de
C.V.
----------------------------------------------------------------------------------------------------
Prudencio Lopez Vasco de Quiroga Director President of Sanvica,
Martinez 2121, Fl. 2 S.A. de C.V.
01210 Mexico City
----------------------------------------------------------------------------------------------------
Juan I. Gallardo Monte Caucaso 915, Fl. Director Chairman of the Board
Thurlow 4 of Grupo Azucarero de
11000 Mexico City Mexico, S.A. de C.V.
----------------------------------------------------------------------------------------------------
Carlos Giron Peltier Lamartine 730 Director Retired
11560 Mexico City
----------------------------------------------------------------------------------------------------
Genaro Larrea 2575 East Camelback Director, President President of ASARCO
Mota-Velasco Road, and Chief
Suite 500 Commercial
Phoenix, Arizona 85016 Officer
----------------------------------------------------------------------------------------------------
Agustin Santamarina V. Campos Eliseos 345 Director Partner of
11560 Mexico City Santamarina y Steta,
S.C.
----------------------------------------------------------------------------------------------------
Daniel Tellechea Baja California 200 Director, Executive Administration and
Salido 06760 Mexico City Vice President and Finance President of
Chief Financial Grupo Mexico
Officer
----------------------------------------------------------------------------------------------------
Oscar Gonzalez Av. Caminos Del Inca Director President of Southern
Rocha 171 Lima, Peru Peru Copper
Corporation
----------------------------------------------------------------------------------------------------
Xavier Garcia De Baja California 200 Director and Chief President of GMMI
Quevedo Topete 06760 Mexico City Operations Officer
----------------------------------------------------------------------------------------------------
Alfredo Casar Perez Bosque de Ciruelos 00 Director President and
11700 Mexico City Managing Director of
Ferrocarril Mexicano,
S.A. de C.V.
----------------------------------------------------------------------------------------------------
CUSIP NO. 843611104 Page 19 of 23 Pages
----------------------------------------------------------------------------------------------------
Eduardo Gonzalez Gomez Insurgentes Sur 432 Director Independent Financial
06760 Mexico City Advisor
----------------------------------------------------------------------------------------------------
Genaro Guerrero 1150 N. 7th Avenue Vice President and Vice President
Diaz Mercado Tucson, Arizona 85705 Treasurer of ASARCO
----------------------------------------------------------------------------------------------------
Ernesto Duran Baja California 200 Vice President Corporate Controller
Trinidad 06760 Mexico City of Grupo Mexico
----------------------------------------------------------------------------------------------------
Rodolfo Rubio Baja California 200 Vice President, Environmental
06760 Mexico City Environmental and Development and
Technical Services Research Director of
Minera Mexico, S.A.
de C.V.
----------------------------------------------------------------------------------------------------
Manuel Ramos Rada 1150 N. 7th Avenue Vice President, Lead Vice President, Lead
Tucson, Arizona 85705 and Specialty Metals and Specialty Metals
of ASARCO
----------------------------------------------------------------------------------------------------
Douglas E. McAllister 2575 East Camelback Vice President, Vice President,
Road Suite 500 General Counsel and General Counsel and
Phoenix, Arizona 85016 Secretary Secretary of ASARCO
----------------------------------------------------------------------------------------------------
Brian P. Boylan 1150 N. 7th Avenue Vice President, Human Senior Vice President
Tucson, Arizona 85705 Resources of Legal Affairs and
Human Resources of
ASARCO
----------------------------------------------------------------------------------------------------
James T. O'Neil, Jr. 1150 N. 7th Avenue Vice President, Vice President of
Tucson, Arizona 85705 Finance and Finance and
Administration Administration of
ASARCO
----------------------------------------------------------------------------------------------------
CUSIP NO. 843611104 Page 20 of 23 Pages
Annex V
ASARCO
Directors And Executive Officers
5. DIRECTORS AND EXECUTIVE OFFICERS OF ASARCO. The following table sets
forth the name, principal business address, title and present
principal occupation or employment of each director and executive
officer of ASARCO. Each such person is a citizen of Mexico except
Messrs. Patton, Frei, Boylan, O'Neil, Miller, Burns, McAllister,
Aldrich and Morneau, who are citizens of the United States.
-------------------------------------------------------------------------------------------------
NAME PRINCIPAL BUSINESS TITLE PRINCIPAL OCCUPATION
ADDRESS
-------------------------------------------------------------------------------------------------
German Larrea Baja California 200 Director, Chairman of Director, Chairman of
Mota-Velasco 06760 Mexico City the Board and Chief the Board and Chief
Executive Officer Executive Officer of
Grupo Mexico
-------------------------------------------------------------------------------------------------
Genaro Larrea 2575 East Camelback Director and President President of ASARCO
Mota-Velasco Road Suite 500
Phoenix, Arizona 85016
-------------------------------------------------------------------------------------------------
Daniel Tellechea Baja California 200 Director, Executive Administration and
Salido 06760 Mexico City Vice President and Finance President of
Chief Financial Grupo Mexico
Officer
-------------------------------------------------------------------------------------------------
Oscar Gonzalez Av. Caminos Del Inca Director President of Southern
Rocha 171 Lima, Peru Peru Copper
Corporation
-------------------------------------------------------------------------------------------------
Xavier Garcia De Baja California 200 Director and Chief President of GMMI
Quevedo Topete 06760 Mexico City Operations Officer
-------------------------------------------------------------------------------------------------
Alfredo Casar Perez Bosque de Ciruelos 99 Director President and
11700 Mexico City Managing Director of
Ferrocarril Mexicano,
S.A. de C.V.
-------------------------------------------------------------------------------------------------
Manuel Calderon Baja California 200 Director
Cardenas 06760 Mexico City
-------------------------------------------------------------------------------------------------
Alberto de la Boulevard Manuel Director Partner of Frank
Parra Zavala Avila Camacho 24, Fl.7 Galicia y Robles, S.C.
11000 Mexico City
-------------------------------------------------------------------------------------------------
Armando Fausto Baja California 200 Director General Legal
Ortega Gomez 06760 Mexico City Director of Grupo
Mexico
-------------------------------------------------------------------------------------------------
Jock Patton 5430 East Arcadia Lane Director ING and GCG Families
Phoenix, Arizona 85018 of Mutual Funds, Lead
Trustee, Executive
Committee Member, and
Valuation Committee
Chair
-------------------------------------------------------------------------------------------------
CUSIP NO. 843611104 Page 21 of 23 Pages
--------------------------------------------------------------------------------------------------
Alphonse E. 4480 E. Lafayette Blvd. Director Autom Church Supply
Frei Phoenix, Arizona 85018 Co., Phoenix,
Arizona, Chief
Operating Officer
-------------------------------------------------------------------------------------------------
Brian P. Boylan 1150 N. 7th Avenue Vice President, Human Senior Vice President
Tucson, Arizona 85705 Resources of Legal Affairs and
Human Resources of
ASARCO
-------------------------------------------------------------------------------------------------
James T. O'Neil, Jr. 1150 N. 7th Avenue Vice President, Vice President of
Tucson, Arizona 85705 Finance and Finance and
Administration Administration of
ASARCO
-------------------------------------------------------------------------------------------------
Gary Miller 2575 East Camelback Vice President, Vice President,
Road Suite 500 Commercial Commercial of ASARCO
Phoenix, Arizona 85016
-------------------------------------------------------------------------------------------------
Manuel F. Ramos 1150 N. 7th Avenue Vice President, Vice President,
Rada Tucson, Arizona 85705 Metallurgical Metallurgical
Operations Operations of ASARCO
-------------------------------------------------------------------------------------------------
George Burns 1150 N. 7th Avenue Vice President, Vice President,
Tucson, Arizona 85705 Mining Operations Mining Operations of
ASARCO
-------------------------------------------------------------------------------------------------
Douglas E. McAllister 2575 East Camelback Vice President, Vice President,
Road Suite 500 General Counsel and General Counsel and
Phoenix, Arizona 85016 Secretary Secretary of ASARCO
-------------------------------------------------------------------------------------------------
Genaro Guerrero 1150 N. 7th Avenue Vice President and Vice President and
Diaz Mercado Tucson, Arizona 85705 Treasurer Treasurer of ASARCO
-------------------------------------------------------------------------------------------------
Thomas L. Aldrich 2575 East Camelback Vice President, Vice President,
Road Suite 500 Environmental Affairs Environmental Affairs
Phoenix, Arizona 85016 of ASARCO
-------------------------------------------------------------------------------------------------
Ernesto Duran Baja California 200 Vice President Corporate Controller
Trinidad 06760 Mexico City of Grupo Mexico
-------------------------------------------------------------------------------------------------
Dennis Morneau 1150 N. 7th Avenue Controller
Tucson, Arizona 85705
-------------------------------------------------------------------------------------------------
CUSIP NO. 843611104 Page 22 of 23 Pages
Annex VI
SPHC
Directors and Executive Officers
6. DIRECTORS AND EXECUTIVE OFFICERS OF SPHC. The following table sets
forth the name, principal business address, title and present
principal occupation or employment of each director and executive
officer of SPHC. Each such person is a citizen of Mexico.
----------------------------------------------------------------------------------------------------
NAME PRINCIPAL BUSINESS TITLE PRINCIPAL OCCUPATION
ADDRESS
----------------------------------------------------------------------------------------------------
German Larrea Baja California 200 Director and President Director, Chairman of
Mota-Velasco 06760 Mexico City the Board and Chief
Executive Officer of
Grupo Mexico
----------------------------------------------------------------------------------------------------
Genaro Larrea 2575 East Camelback Director and Vice President of ASARCO
Mota-Velasco Road Suite 500 President
Phoenix, Arizona 85016
----------------------------------------------------------------------------------------------------
Daniel Tellechea Baja California 200 Director, Vice Administration and
Salido 06760 Mexico City President and Finance President of
Treasurer Grupo Mexico
----------------------------------------------------------------------------------------------------
Oscar Gonzalez Av. Caminos Del Inca Director President of Southern
Rocha 171 Lima, Peru Peru Copper
Corporation
----------------------------------------------------------------------------------------------------
Xavier Garcia de Baja California 200 Director President of GMMI
Quevedo Topete 06760 Mexico City
----------------------------------------------------------------------------------------------------
Alfredo Casar Bosque de Ciruelos 99 Director President and
Perez 11700 Mexico City Managing Director of
Ferrocarril Mexicano,
S.A. de C.V.
----------------------------------------------------------------------------------------------------
Alberto de la Boulevard Manuel Director Partner of Frank
Parra Zavala Avila Camacho 234, Fl. 7 Galicia y Robles, S.C.
11000 Mexico City
----------------------------------------------------------------------------------------------------
Genaro Guerrero 1150 N. 7th Avenue Vice President Vice President and
Diaz Mercado Tucson, Arizona 85705 Treasurer of ASARCO
----------------------------------------------------------------------------------------------------
Sergio M. Ferrer Baja California 200 Secretary Legal Counsel of Minera
de la Barrera 06760 Mexico City Mexico, S.A. de C.V.
----------------------------------------------------------------------------------------------------
CUSIP NO. 843611104 Page 23 of 23 Pages
Exhibit Index
-------------
1. Form of Stock Purchase Agreement.
2. Joint Filing Agreement dated July 13, 2001 among the Reporting Persons
(filed as Exhibit 1 to Amendment No. 5 of the Schedule 13D dated July
16, 2001 and incorporated by reference herein).
Exhibit 1
FORM OF STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is entered into
as of January [ ], 2003 among Americas Mining Corporation, a Delaware
corporation (the "Purchaser"), SPHC II Incorporated ("SPHC II"), a Delaware
corporation wholly-owned by the Purchaser, Southern Peru Holdings Corporation,
a Delaware corporation (the "Seller"), and ASARCO Incorporated, a New Jersey
corporation (the "Parent").
WHEREAS, the Seller desires to sell, and the Parent desires the
Seller to sell, to the Purchaser 43,348,949 shares of Class A Common Stock,
par value $0.01 per share (the "Shares"), of Southern Peru Copper Corporation,
a Delaware corporation ("SPCC"); and
WHEREAS, the Purchaser desires to purchase the Shares, upon the
terms and conditions herein specified;
NOW, THEREFORE, in consideration of the foregoing recitals and of
the mutual promises herein contained, the parties hereby agree as follows:
1. Purchase and Sale of the Shares.
(a) Subject to the terms and conditions of this Agreement, at
the Closing (as defined below), the Seller shall, and the Parent shall cause
the Seller to, sell, convey, assign, transfer and deliver to the Purchaser the
Shares, free and clear of all Encumbrances (as defined below), and
(b) Subject to the terms and conditions of this Agreement, in
consideration of the aforesaid sale, conveyance, assignment, transfer and
delivery to the Purchaser of the Shares, the Purchaser shall make payment in
the amount of $765.0 million for the Shares as follows:
(i) $500 million in cash, subject to Section 1(c);
(ii) a promissory note of the Purchaser in the principal
amount of $123.25 million, which shall be paid in
seven equal principal installments of $17,607,143.00,
payable on each October 31 beginning October 31, 2003,
plus accumulated interest at the rate of 7% per annum,
substantially in the form attached hereto as Appendix
A ("Note A");
(iii) a promissory note of the Purchaser in the principal
amount of $100 million, which shall be paid in eight
equal principal installments of $12.5 million, payable
on each May 31 beginning May 31, 2003, plus
accumulated interest at the rate of 7% per annum,
substantially in the form attached hereto as Appendix
B ("Note B"), the performance of such note by the
Purchaser to be guaranteed by Grupo Mexico, S.A. de
C.V., a Mexican corporation ("Grupo Mexico"); and
Exhibit 1-1
(iv) the cancellation, at the direction and request of the
Seller, by the Purchaser and/or its subsidiaries of
the $41.75 million principal amount of debt owed to
them by the Parent and/or the Seller and any amount
owed to the Purchaser by the Parent pursuant to
Section 1(c) (collectively, the "Intercompany Debt").
(c) Anything contained herein to the contrary notwithstanding,
in the event that the Amended Stipulation among the United States, the Seller
and the Parent lodged with the Court (as defined below) on October 11, 2002,
and entered on the docket October 16, 2002, and all prior stipulations among
the United States, the Seller and the Parent in this matter (the
"Stipulation") is not terminated on or before January 31, 2003, the Purchaser
may loan the Parent $50 million (the "Bridge Loan") solely for the purpose of
satisfying, in part, the payment due to the holders of Parent bonds that
mature on February 3, 2003. If such loan is made, (i) the amount of cash
payment referred to in Section 1(b)(i) and payable as provided in Section
2(c)(i) shall be reduced to $450 million and (ii) such Bridge Loan shall be
added to the Intercompany Debt that is cancelled as provided in Section
1(b)(iv) of this Agreement.
2. The Closing.
(a) The sale and transfer of the Shares by the Seller to the
Purchaser shall take place at a closing (the "Closing") to be held at the
offices of Sidley Austin Brown & Wood LLP, 787 Seventh Avenue, New York, New
York 10019 one Business Day (as defined below) following the satisfaction
and/or waiver of all conditions to close set forth in Section 6 of this
Agreement, or such other date as may be mutually agreed upon by the Purchaser
and the Seller (the "Closing Date"). All such documents and funds to be
delivered at the Closing shall be deemed delivered simultaneously, and upon
such delivery the sale of the Shares shall be final and irrevocable. As used
herein, the term "Business Day" shall mean a day other than Saturday, Sunday
or any other day on which commercial banks in New York, New York are
authorized or required by law to close.
(b) At the Closing, the Seller shall, and the Parent shall
cause the Seller to, deliver to the Purchaser
(i) a certificate or certificates representing the Shares,
each such certificate to be duly and validly endorsed
in favor of the Purchaser (or in blank, sufficient to
enable the Purchaser to register the Shares in the
name of the Purchaser or its designee) or accompanied
by a separate stock power duly and validly executed by
such Shareholder and otherwise sufficient to vest in
Purchaser or its designee good and marketable title to
such Shares
(ii) a copy of the Consent Decree lodged with the United
States District Court for the District of Arizona (the
"Court") on January ___, 2003 (the "Consent Decree"),
attached hereto as Appendix C; and
Exhibit 1-2
(iii) such other documents as are required to be delivered
by the Seller to the Purchaser at or prior to the
Closing in connection with the transactions
contemplated hereby.
(c) At the Closing, the Purchaser shall deliver to the Seller
(i) $500 million, subject to Section 1(c), in immediately
available funds by wire transfer to an account
designated by the Seller in writing no later than
three business days prior to the Closing Date;
(ii) Note A and Note B duly and validly executed by the
Purchaser;
(iii) a guaranty agreement substantially in the form
attached hereto as Appendix D (the "Guaranty")
guaranteeing the Purchaser's performance under Note B,
duly and validly executed by Grupo Mexico;
(iv) such document or documents as may be necessary to
evidence the cancellation by the Purchaser and/or its
subsidiaries of all of the Intercompany Debt,
substantially in the form attached hereto as Appendix
E (the "Cancellation Documentation"); and
(v) an Assignment and Assumption Agreement substantially
in the form attached hereto as Appendix F (the
"Assignment and Assumption Agreement"), duly and
validly executed by the Purchaser assuming all of the
Seller's rights and obligations under the Agreement
Among Certain Stockholders of SPCC, dated as of
January 2, 1996, as amended on June 11, 2001 and as
may be amended from time to time thereafter (the
"Stockholders' Agreement").
(d) Upon the Closing, the Seller shall, and the Parent shall
cause the Seller to:
(i) pay a dividend comprised of the cash received from the
Purchaser pursuant to Section 2(c)(i) to the Parent
immediately upon receipt thereof, and the Parent
immediately thereupon shall use $450 million of such
cash to pay or repay the outstanding indebtedness
under the $450,000,000 Revolving Credit Agreement
dated as of December 21, 1999, as amended and
extended, among the Parent, as Borrower; Grupo Mexico,
as Guarantor; the Lenders party thereto and The Chase
Manhattan Bank, as Administrative Agent; and
Exhibit 1-3
(ii) irrevocably assign to the Parent any and all interest
it has in Note B and the Guaranty pursuant to an
Irrevocable Assignment and Acknowledgement of
Assignment by and among the Parent, the Seller and the
Purchaser (the "Parent Assignment"), substantially in
the form attached hereto as Appendix G.
(e) Effective upon Closing, the Parent shall irrevocably assign
any and all interest it has in Note B and the Guaranty, pursuant to an
Irrevocable Assignment and Acknowledgement of Assignment by and among the
Parent, the Environmental Trust (as hereinafter defined), the Purchaser and
Grupo Mexico (the "Environmental Trust Assignment"), substantially in the form
attached hereto as Appendix H, to the ASARCO Trust (the "Environmental Trust")
to be created pursuant to the Consent Decree and the Trust Agreement to be
dated on or about the date the Consent Decree is entered by the Court.
(f) Effective upon Closing, after the execution of the Parent
Assignment and prior to the execution of the Environmental Trust Assignment,
the Parent shall execute a Security Agreement (the "Security Agreement"),
substantially in the form attached hereto as Appendix I, in favor of the
United States, which provides the United States a security interest in Note B
and the Guaranty to secure the reimbursement of Environmental Response Costs
(as defined in the Consent Decree) at any or all of the Sites (as defined in
the Consent Decree) and the costs of administration of the Environmental
Trust.
(g) Immediately upon receipt of the Shares, the Purchaser shall
transfer the Shares to SPHC II, as a capital contribution, and SPHC II shall
execute an Assignment and Assumption Agreement in form and substance
substantially similar to the Assignment and Assumption Agreement.
3. Rights as a Holder of Shares. Except as otherwise provided
herein, the Purchaser and, upon transfer, SPHC II shall exercise all rights
and privileges and be subject to the restrictions of a holder of Shares as
governed by the charter and by-laws of SPCC in effect from time to time (the
"Organizational Documents") and the Stockholders' Agreement.
4. Representations and Warranties of the Parent and the
Seller. The Parent and the Seller, jointly and severally, represent and
warrant to the Purchaser as follows:
(a) Except as set forth in Schedule 4(a) attached hereto, the
Seller (i) is the sole record and beneficial owner of the Shares and does not
own any other shares of Class A Common Stock or other securities issued by
SPCC or any of its subsidiaries which are not listed on Schedule 4(a); and
(ii) has good and marketable title to the Shares and the certificates
representing the Shares, free and clear of any liens, charges, security
interests, options, claims, mortgages, pledges, proxies, voting trusts or
agreement, obligations, understandings or arrangements or other restrictions
on title or transfer of any nature ("Encumbrances") whatsoever (other than
under the Stockholders' Agreement).
(b) The stock certificates, stock powers, endorsement,
assignments and other instruments to be executed and delivered by the Seller
to the Purchaser at the Closing will
Exhibit 1-4
be valid and binding obligations of the Seller, enforceable in accordance with
their respective terms, and will effectively vest in the Purchaser good, valid
and marketable title to all the Shares and appurtenant rights to be
transferred to the Purchaser pursuant to and as contemplated by this Agreement
free and clear of all Encumbrances. Upon the sale to the Purchaser, the Shares
will not be subject to any agreement, arrangement or understanding with
respect to the voting, dividend rights or disposition of the Shares (other
than this Agreement, the Organizational Documents and the Stockholders'
Agreement).
(c) The Seller is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware.
(d) The Parent is a corporation duly organized, validly
existing and in good standing under the laws of the State of New Jersey.
(e) Each of the Parent and the Seller has full corporate power
and authority to execute and deliver this Agreement, and to consummate the
transactions contemplated hereby. All corporate acts and other proceedings
required to be taken by each of the Parent and the Seller to authorize the
execution, delivery and performance of this Agreement and the consummation of
the transactions contemplated hereby have been duly and properly taken.
(f) This Agreement has been duly executed and delivered by each
of the Parent and the Seller and constitutes a legal, valid and binding
obligation of each of the Parent and the Seller enforceable against each of
the Parent and the Seller in accordance with its terms. The execution,
delivery and performance of this Agreement and the consummation of the
transactions contemplated hereby will not (i) conflict with or result in any
breach of any provision of the certificate of incorporation, the by-laws or
similar organizational documents of the Parent, the Seller or any of their
Significant Subsidiaries (as defined under Rule 1-02(w) of Regulation S-X of
the Securities Act of 1933, as amended (the "Securities Act"); (ii) require
any filing with, or permit, authorization, consent or approval of, any
Governmental Authority (as defined below) or other Person (as defined below)
(including consents from parties to loans, contracts, leases and other
agreements to which the Parent, the Seller or any of their Significant
Subsidiaries is a party); (iii) require any consent, approval or nature under,
or result in a violation or breach of, or constitute (with or without due
notice or the passage to time or both) a default (or give rise to any right of
termination, amendment, cancellation or acceleration) under, any of the terms,
conditions or provisions of any material agreement applicable to the Parent,
the Seller or any of their Significant Subsidiaries; or (iv) violate any
order, writ, injunction, decree, statute, rule or regulation applicable to the
Parent or the Seller or any of their properties or assets conflict with or
result in any violation of or default under any material contract to which
either the Parent, the Seller or any of their Significant Subsidiaries is a
party. As used herein, the term "Governmental Authority" shall mean any
nation, or government, or any state, regional, local or other political
subdivision thereof. As used herein, the term "Person" shall mean an
individual, partnership, corporation, limited liability company, business
trust, joint stock company, estate, trust, unincorporated association, joint
venture, Governmental Authority or other entity, of whatever nature
Exhibit 1-5
(g) The sale and transfer of the Shares contemplated hereby is
necessary to eliminate the outstanding secured debt of the Parent that had
originally been due and payable on November 10, 2002.
(h) Upon the consummation of the transactions contemplated
hereby, the Parent fully intends to continue its operations at least over the
next 12 months following the transfer of the Shares.
(i) The Parent fully intends to fulfill its environmental
obligations to the United States, States, tribes and pursuant to all private
party civil litigation settlements to the fullest extent of its capabilities.
(j) The sale and transfer of the Shares contemplated by this
Agreement provides reasonably equivalent value for the Shares. The Parent and
the Seller have received an opinion, including the Valuation Report attached
thereto relating to the valuation of the Shares, of Ernst & Young to that
effect (the "E&Y Opinion"), a copy of which is attached hereto as Appendix J.
5. Representations and Warranties of the Purchaser. The Purchaser
represents and warrants to the Seller as follows:
(a) The Purchaser and, upon transfer, SPHC II is acquiring the
Shares for investment for its own account, not as a nominee or agent, and not
with a view to, or for resale in connection with, any distribution thereof in
violation of the Securities Act.
(b) The Purchaser is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware.
(c) The Purchaser has full corporate power and authority to
execute and deliver this Agreement and to consummate the transactions
contemplated hereby. All corporate acts and other proceedings required to be
taken by the Purchaser to authorize the execution, delivery and performance of
this Agreement and the consummation of the transactions contemplated hereby
have been duly and properly taken.
(d) This Agreement has been duly executed and delivered by the
Purchaser and constitutes a legal, valid and binding obligation of the
Purchaser, enforceable against the Purchaser in accordance with its terms. The
execution, delivery and performance of this Agreement and the consummation of
the transactions contemplated hereby will not conflict with or result in any
violation of or default under the Purchaser's organizational documents, or
require any consent, approval or authorization of any Governmental Authority,
which would prevent the consummation of the transactions contemplated hereby.
6. Conditions Precedent to Closing.
(a) The obligation of the Purchaser to consummate the Closing
is subject to the satisfaction or waiver by the Purchaser, on or prior to the
Closing Date, of each of the following conditions:
Exhibit 1-6
(i) The Seller shall have delivered the stock
certificates and stock power referred to in Section 1(c).
(ii) The Purchaser shall have secured funding on terms
reasonably acceptable to the Purchaser to enable the Purchaser
to fulfill its obligations hereunder.
(iii) The Parent and the Seller shall have duly
executed and delivered the Assignment and Assumption
Agreement.
(iv) The Parent and the Seller shall have duly
executed and delivered the Parent Assignment.
(v) The Parent shall have duly executed and delivered
the Security Agreement.
(vi) The Parent and the Seller shall have duly
executed and delivered the Environmental Trust Assignment.
(vii) The Consent Decree shall (i) have been entered
by the Court in form and substance as provided in Appendix C
or as otherwise approved by the Purchaser in its sole
discretion and (ii) be in full force and effect and, in the
sole discretion of the Purchaser, shall not have been stayed,
modified, reversed or amended in any material manner
subsequent to entry.
(viii) The Purchaser shall have received the E&Y
Opinion, including the Valuation Report attached thereto. The
Purchaser shall have received a bring down of such E&Y Opinion
and Valuation Report, which shall be dated as of a date on or
reasonably prior to the Closing Date, at the sole discretion
of the Purchaser.
(ix) No action or proceeding shall be pending or
threatened challenging or seeking to (x) restrain or prohibit
the purchase and sale of the Shares, the terms of the Final
Consent Decree or any of the other transactions contemplated
hereby or thereby or (y) impose material limitations on the
ability of the Purchaser effectively to exercise full rights
of ownership of the Shares, including the right to vote the
Shares, or there shall be any statute, rule, regulation,
judgment, order or injunction enacted, entered, enforced,
promulgated or deemed applicable to the transactions
contemplated by the Agreement, or any other action shall be
taken by any Governmental Authority that is reasonably likely
to result, directly or indirectly, in any of the foregoing
consequences.
(x) All material consents of any Person necessary to
the consummation of the Closing and the other transactions
contemplated, including consents from parties to loans,
contracts, leases or other agreements and consents from
governmental agencies, whether federal, state or local shall
have been obtained, and a copy of each such consent shall have
been provided to the Purchaser at or prior to the Closing.
Exhibit 1-7
(xi) All of the representations and warranties of the
Parent and the Seller set forth in this Agreement that are
qualified as to materiality shall be true and complete and any
such representations and warranties that are not so qualified
shall be true and complete in all material respects, in each
case as of the date of this Agreement and as of the Closing
Date.
(xii) Neither the Parent nor the Seller shall have
failed to perform in any material respect any material
obligation or to comply in any material respect with any
agreement or covenant of the Company to be performed or
complied with by it under this Agreement.
The foregoing conditions are for the sole benefit of the Purchaser, may be
waived by the Purchaser, in whole or in part, at any time and from time to
time in the sole discretion of the Purchaser. The failure by the Purchaser at
any time to exercise any of the foregoing rights shall not be deemed a waiver
of any such right and each such right shall be deemed an ongoing right which
may be asserted at any time and from time to time.
(b) The obligation of the Seller to consummate the Closing is
subject to the satisfaction or waiver by the Seller, at or prior to the
Closing, of each of the following conditions:
(i) The Purchaser shall have delivered $500 million in
cash to the Seller, subject to Section 1(c), and shall have
duly executed and delivered the Cancellation Documentation.
(ii) The Purchaser shall have duly executed and
delivered to the Seller Note A and Note B and Grupo Mexico
shall have duly executed and delivered the Guaranty.
(iii) The Purchaser shall have duly executed and
delivered the Assignment and Assumption Agreement.
(iv) The Consent Decree shall (i) have been entered by
the Court in form and substance as provided in Appendix C or
as otherwise approved by the Seller in its sole distretion and
(ii) be in full force and effect and, in the sole discretion
of the Seller, shall not have been stayed, modified, reversed
or amended in any material manner subsequent to entry.
(v) No action or proceeding shall be pending or
threatened challenging or seeking to restrain or prohibit the
purchase and sale of the Shares, the terms of the Final
Consent Decree or any of the other transactions contemplated
hereby.
The foregoing conditions are for the sole benefit of the Seller, may be waived
by the Seller, in whole or in part, at any time and from time to time in the
sole discretion of the Seller. The failure by the Seller at any time to
exercise any of the foregoing rights shall not be deemed a waiver of any such
right and each such right shall be deemed an ongoing right which may be
asserted at any time and from time to time.
Exhibit 1-8
7. Covenants.
(a) Payment of SPCC Dividend. If the Closing Date shall occur
prior to receipt by the Parent of the dividend share based on its ownership of
the Shares arising from SPCC operations during the Fourth Quarter of 2002 (the
"Fourth Quarter Dividend"), then the Purchaser shall pay to the Parent any
such Fourth Quarter Dividend that may be received with respect to the Shares.
(b) Restrictions on Transfer; Legends. All certificates
representing the Shares and, until such time as the Shares are sold in an
offering which is registered under the Securities Act or SPCC shall have
received an opinion of counsel satisfactory in form and content to SPCC that
such registration is not required in connection with a resale (or subsequent
resale) of the Shares, all certificates issued in transfer thereof or
substitution therefor, shall, where applicable, have endorsed thereon the
following (or substantially equivalent) legends:
(i) "The securities represented by this certificate have
not been registered under the Securities Act of 1933.
The shares of Class A Common Stock represented by this
certificate are subject to provisions contained in the
Agreement Among Certain Stockholders of Southern Peru
Copper Corporation dated as of January 2, 1996, as
amended by a First Amendment thereto dated June 11,
2001, copies of which are on file in the office of the
Secretary of Southern Peru Copper Corporation."
(ii) Any legend required to be placed thereon by any
applicable state securities law.
(iii) The legend required by the Stockholders' Agreement
that such Shares are subject to the Stockholders'
Agreement.
(c) Confidentiality. Except as otherwise provided herein, the
Parent and the Seller shall, and the Parent shall cause the Seller and the
consultants, advisors and representatives of itself and the Seller to treat
after the date hereof as strictly confidential (unless compelled or threatened
to be compelled to disclose by judicial or administrative process in writing,
in which case the Parent and the Seller shall provide the Purchaser with
copies of such written notice immediately upon receipt of such notice and
shall allow the Purchaser reasonable opportunity to review such notice) all
nonpublic, confidential or proprietary information concerning the Purchaser,
SPCC or their respective affiliates, and the Parent and the Seller shall not,
and the Parent shall cause the Seller and the consultants, advisors and
representatives of itself and the Seller not to, after the date hereof, use
such information to the detriment of the Purchaser, SPCC or their respective
affiliates.
(d) Subsequent Actions. If at any time after the Closing the
Purchaser shall consider or be advised that any deeds, bills of sale,
instruments of conveyance, assignments, assurances or any other actions or
things are necessary or desirable (i) to vest, perfect or confirm ownership
(of record or otherwise) in the Purchaser, its right, title or interest
Exhibit 1-9
in, to or under any or all of the Shares, (ii) to vest, perfect or confirm
ownership (of record or otherwise) in SPCC any of its rights properties or
assets or (iii) otherwise to carry out this Agreement, the Parent and the
Seller shall execute and deliver all deeds, bills of sale, instruments of
conveyance, powers of attorney, assignments and assurances and take and do all
such other actions and things as may be requested by the Purchaser in order to
vest, perfect or confirm any and all right, title and interest in, to and
under such rights, properties or assets in the Purchaser or SPCC or otherwise
to carry out this Agreement.
(e) Conduct. The Parent and the Seller agree that, from the
date hereof until the Closing Date they shall not, and the Parent shall not
permit the Seller or any of its other subsidiaries to, take any action that
would impair materially its or their ability to consummate the transactions
contemplated by this Agreement on a timely basis.
(f) Notices of Certain Events. The Parent and the Seller shall,
and the Parent shall cause the Seller to, promptly notify the Purchaser of:
(i) any notice or other communication from any Person
alleging that the consent of such Person is or may be
required in connection with the transactions
contemplated by this Agreement;
(ii) any notice or other communication from any
Governmental Authority in connection with the
transactions contemplated by this Agreement; and
(iii) any actions, suits, claims, investigations or
proceedings commenced or, to the knowledge of the
Parent or the Seller, threatened against, relating to
or involving or otherwise affecting the Parent, the
Seller or any of its other subsidiaries that relate to
the consummation of the transactions contemplated by
this Agreement.
(g) Reasonable Best Efforts. Subject to the terms and
conditions of this Agreement, the parties hereto shall, and the Parent will
cause the Seller to, use its and their reasonable best efforts or take, or
cause to be taken, all actions and to do, or cause to be done, all things
necessary, proper or advisable under applicable laws and regulations to
consummate the transactions contemplated by this Agreement as promptly as
practicable. In furtherance and not in limitation of the foregoing, each of
the parties hereto agrees to make all filings with all Governmental
Authorities required to be made in connection with the transactions
contemplated hereby as promptly as practicable and to supply as promptly as
practicable any additional information and documentary material that may be
requested in connection therewith.
(h) Certain Filings. The parties hereto shall cooperate with
one another (i) in determining whether any action by or in respect of, or
filing with, any Governmental Authority is required, or any actions, consents,
approvals or waivers are required to be obtained from parties to any material
contracts, in connection with the consummation of the transactions
contemplated by this Agreement; and (ii) in taking such actions or making any
such
Exhibit 1-10
filings, furnishing information required in connection therewith and
seeking timely to obtain any such actions, consents, approvals or waivers.
(i) Public Announcements. The parties hereto shall consult with
each other before issuing any press release or making any public statement
with respect to this Agreement or the transactions contemplated hereby and,
except as may be required by applicable law or any listing agreement with any
applicable securities exchange, will not issue any such press release or make
any such public statement prior to such consultation.
8. Termination. This Agreement may be terminated, and the
transactions contemplated hereby abandoned, at any time prior to the Closing
Date:
(a) By the mutual written consent of the Purchaser and the
Seller.
(b) By the Purchaser if any Governmental Authority shall have
issued an order, decree or ruling or taken any other action (which order,
decree, ruling or other action the parties hereto shall use their reasonable
efforts to lift), which restrains, enjoins or otherwise prohibits the
acquisition by the Purchaser of all the Shares.
(c) By the Purchaser if the Closing has not been consummated on
or before 30 days after entry of the Final Consent Decree.
9. General Provisions.
(a) No Assignments. Except for a transfer by the Purchaser to a
wholly owned subsidiary, none of the parties hereto shall transfer, assign or
encumber any of its rights, privileges, duties or obligations under this
Agreement without the prior written consent of each other party, and any
attempt to so transfer, assign or encumber shall be void.
(b) Notices. All notices and other communications which are
required or permitted to be given pursuant to the terms of this Agreement
shall be in writing and shall be sufficiently given (i) if personally
delivered, (ii) if sent by telex or facsimile, provided that a transmission
confirmation is received by the sender (with a confirming copy sent by a
leading international express courier), or (iii) upon receipt, if sent by
registered or certified mail, postage paid return receipt requested, in any
case addressed as follows:
If to the Purchaser, to:
Americas Mining Corporation
2575 East Camelback Road
Suite 500
Phoenix, Arizona 85016
Attention: Chief Legal Officer
Exhibit 1-11
If to SPHC II, to:
SPHC II Incorporated
Baja California 200
Colonia Roma Sur
06760 Mexico City, Mexico
Attention: Chief Legal Officer
If to the Seller, to:
Southern Peru Holdings Corporation
Baja California 200
Colonia Roma Sur
06760 Mexico City, Mexico
Attention: Chief Legal Officer
If to the Parent, to:
ASARCO Incorporated
2575 East Camelback Road
Suite 500
Phoenix, Arizona 85016
Attention: Chief Legal Officer
The address of a party, for the purposes of this Section 9(b), may be changed
by giving written notice to the other parties of such change in the manner
provided herein for giving notice. Unless and until such written notice is
received, the addresses as provided herein shall be deemed to continue in
effect for all purposes hereunder.
(c) Choice of Law. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of New York
without giving effect to any choice or conflict of law provision or rule
(whether of the State of New York or any other jurisdiction) that would cause
the application of laws of any jurisdiction other than the State of New York.
(d) Jurisdiction. The parties to this Agreement agree that any
suit, action or proceeding arising out of, or with respect to, this Agreement
or any judgment entered by any court in respect thereof may be brought (i) in
the action styled United States v. ASARCO, Inc. and Southern Peru Holdings
Corporation, No. CIV-02-2079-PHX-RCB in the Court or (ii) in the courts of the
State of New York in New York County or in the U.S. District Court for the
Southern District of New York, and the parties hereto hereby irrevocably
accept the non-exclusive personal jurisdiction of the Court or those courts
for the purpose of any suit, action or proceeding. In addition, the parties
hereto each hereby irrevocably waives, to the fullest extent permitted by law,
any objection which it may now or hereafter have to the laying of venue of any
suit, action or proceeding arising out of or relating to this Agreement or any
judgment entered by any court in respect thereof brought in the Court or in
any court of the State of New York in New York County or in the U.S. District
Court for the Southern District of New York, and each
Exhibit 1-12
hereby further irrevocably waives any claim that any suit, action or
proceedings brought in the Court or any such other court has been brought in
an inconvenient forum.
(e) Severability. The parties hereto agree that the terms and
provisions in this Agreement are reasonable and shall be binding and
enforceable in accordance with the terms hereof and, in any event, that the
terms and provisions of this Agreement shall be enforced to the fullest extent
permissible under law. In the event that any term or provision of this
Agreement shall for any reason be adjudged to be unenforceable or invalid,
then such unenforceable or invalid term or provision shall not affect the
enforceability or validity of the remaining terms and provisions of this
Agreement, and the parties hereto hereby agree to replace such unenforceable
or invalid term or provision with an enforceable and valid arrangement which,
in its effect, shall be as close as possible to the unenforceable or invalid
term or provision.
(f) Counterparts. This Agreement may be executed in two or more
original or facsimile counterparts, each of which shall be deemed an original,
but which together shall constitute one and the same instrument.
(g) Modification, Amendment and Waiver; Benefit. This Agreement
may not be modified, amended, supplemented, canceled or discharged, except by
written instrument executed by all parties. The failure or partial failure at
any time to enforce or exercise any of the provisions of this Agreement shall
in no way be construed as a waiver of such provisions and shall not affect the
right of any party thereafter to enforce each and every provision hereof in
accordance with its terms. No provision of this Agreement is intended to
confer any rights, benefits, remedies, obligations or liabilities hereunder
upon any Person other than the parties hereto and their respective successors
and assigns.
(h) Entire Agreement. This Agreement, taken in conjunction with
Note A, Note B, the Guaranty, the Cancellation Documentation, the Assignment
and Assumption Agreement, the Parent Assignment, the Environmental Trust
Assignment and the Stockholders' Agreement constitutes the entire agreement of
the parties with respect to the subject matter hereof.
(i) Headings. The headings of the sections and paragraphs of
this Agreement have been inserted for convenience of reference only and do not
constitute a part of this Agreement.
(j) Expenses. Whether or not the sale and purchase of the
Shares shall be consummated, each party hereto shall pay its own expenses
incident to preparing for, entering into and carrying out this Agreement and
the transactions contemplated hereby.
(k) Survival of Representations and Warranties. Each of the
representations and warranties of the Parent and Seller in this Agreement or
in any schedule, instrument or other document delivered pursuant to this
Agreement shall survive the Closing Date and shall continue in force
thereafter. The representations and warranties of the Purchaser shall not
survive the Closing Date.
Exhibit 1-13
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed by their respective officers, partners or other
representatives, thereunto duly authorized, all as of the day and year first
above written.
AMERICAS MINING CORPORATION
By:
-------------------------------------
Name:
Title:
SPHC II INCORPORATED
By:
-------------------------------------
Name:
Title:
SOUTHERN PERU HOLDINGS CORPORATION
By:
-------------------------------------
Name:
Title:
ASARCO INCORPORATED
By:
-------------------------------------
Name:
Title:
Exhibit 1-14