SOUTHERN COPPER CORP/ (PCU)

11811 NORTH TATUM BLVD

SUITE 2500

PHOENIX, AZ 85028

(602) 977−65

http://www.southernperu.com/

SC 13D/A

T:\EDGAR\EPSTEIN\756193.TXT

Filed on 10/13/2000 

File Number 005−44663

LIVEDGAR® Information Provided by Global Securities Information, Inc.

800.669.1154 

www.gsionline.com

Case 1:07-cv-03496-WHP Document 36-10 Filed 07/11/2007 Page 1 of 5
 

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 ---------------------------

 SCHEDULE 13D

 Under the Securities Exchange Act of 1934

 (Amendment No. 3)

 Southern Peru Copper Corporation

 ------------------------------------------

 (Name of Issuer)

 Common Stock, $0.01 par value

 (Title of Class of Securities)

 843611104

 (CUSIP Number)

 ASARCO Incorporated

 Southern Peru Holdings Company

 ------------------------------------------

 (Name of Person Filing Statement)

 Robert Ferri

 Vice President and General Counsel

 ASARCO Incorporated

 180 Maiden Lane

 New York, NY 10038

 (212) 510-2000

 and

 Daniel Tellechea Salido

 Vice President and Treasurer

 Southern Peru Holdings Company

 Baja California 200

 Colonia Roma Sur.

 06760 Mexico City, Mexico

 Tel. No. 011-525-574-2067

 ------------------------------------------

 (Name, Address and Telephone Number of Persons

 Authorized to Receive Notices and Communications)

 COPY TO:

 Michael L. Fitzgerald, Esq.

 Brown & Wood LLP

 One World Trade Center

 New York, New York 10048

 Tel. No. (212) 839-5300

 October 12, 2000

 ------------------------------------------

 (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 which is the subject of this Schedule 13D, and is

filing this schedule because of Rule 13d-1(b) (3) or (4), check the following

box |_|.

 (Continued on following page(s))

Case 1:07-cv-03496-WHP Document 36-10 Filed 07/11/2007 Page 2 of 5
 ASARCO Incorporated ("ASARCO") and Southern Peru Holdings Company,

("SPHC" and, together with ASARCO, the "Reporting Persons") hereby amend their

Report on Schedule 13D regarding Southern Peru Copper Corporation (the

"Company") originally filed on January 12, 1996, as amended on March 6, 1996

and as further amended on November 19, 1999 (together, the "Schedule 13D").

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"). Unless otherwise indicated, capitalized terms used but not

defined herein shall have the same meanings assigned to them in the Schedule

13D.

Item 2. Identity and Background.

 Item 2 is hereby amended by adding the following:

 Effective October 12, 2000, Nueva G. Mexico, S.A. de C.V. ("New GM")

completed an exchange offer with the shareholders of GM pursuant to which New

GM became the owner of approximately 99.8% of the outstanding shares of GM and

the former shareholders of GM became shareholders of New GM.

 New GM is a Mexican corporation with its principal executive offices

located at Baja California 200, Colonia Roma Sur, 06760 Mexico City, Mexico.

New GM's principal business is to act as a holding company for the shares of

other corporations engaged in the mining, processing and sale of metals and

railways operations.

 The largest shareholder of New GM is Empresarios Industriales de

Mexico, S.A. de C.V., a Mexican corporation ("EIM"). The principal business of

EIM is to act as a holding company for shares of other corporations engaged in

a variety of businesses including mining, construction, real estate and

drilling. The principal executive offices of EIM are located at Insurgentes

Sur No. 432-9, Colonia Roma Sur 06760, Mexico City, Mexico. Mr. German Larrea

Mota-Velasco is the Chairman of the Board and Chief Executive Officer of SPHC.

Mr. German Larrea is the Chairman of the Board and Chief Executive Officer of

GM and EIM. EIM, which is controlled by the Larrea family (including Mr.

German Larrea), together with the holdings of various family members and of

other stockholders who have supported the Larrea family, directly or

indirectly may be deemed to control a majority of the capital stock of New

GM. Mr. German Larrea disclaims beneficial ownership of such shares other

than the shares held directly by him (comprising approximately 2.71% of the

outstanding shares of New GM).

 Annex I hereto sets forth the name, business address, present

principal occupation or employment and citizenship of each director and

executive officer of New GM. The information set forth in Annex I hereto is

incorporated herein by reference.

 Neither New GM or, to its knowledge, any of the persons listed in

Annex I hereto, has during the last five years (i) been convicted in a

criminal proceeding (excluding traffic violations or similar misdemeanors), or

(ii) been a party to a civil proceeding of a judicial or administrative body

of competent jurisdiction and as a result of such proceeding 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.

Item 5. Interest in Securities of the Issuer.

 Item 5 is hereby amended by adding the following:

 Except as set forth in the Schedule 13D, none of the Reporting

Persons, GM, New GM or EIM or, to their knowledge, any of the persons listed

in Annex I hereto, beneficially owns any equity security of the Company and

none of the Reporting Persons, GM or EIM 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.

Case 1:07-cv-03496-WHP Document 36-10 Filed 07/11/2007 Page 3 of 5
 SIGNATURE

 After reasonable inquiry and to the best of my knowledge and belief,

I certify that the information set forth in this statement is true, complete

and correct.

Dated: October 12, 2000

 ASARCO INCORPORATED

 By /s/ Daniel Tellechea Salido

 ----------------------------------

 Name: Daniel Tellechea Salido

 Title: Vice President

 SOUTHERN PERU HOLDING COMPANY

 By /s/ Daniel Tellechea Salido

 -----------------------------------

 Name: Daniel Tellechea Salido

 Title: Vice President and Treasurer

Case 1:07-cv-03496-WHP Document 36-10 Filed 07/11/2007 Page 4 of 5
 ANNEX I

 DIRECTORS AND EXECUTIVE OFFICERS

1. Directors and Executive Officers of New GM. The following table sets forth

the name, principal business address, title and present principal occupation

or employment of each director and executive officer of New GM. Each such

person is a citizen of Mexico.

 

 

Name Principal Business Address Title Principal Occupation

--------------------------- ------------------------------ --------------------- -------------------------

 

German Larrea Mota-Velasco Av. Baja California 200, Chairman of the Chairman of the Board

 Col. Roma Sur, Board and Chief and Chief Executive

 06760, Mexico City Executive Officer Officer of New GM

 of New GM

Juan Sanchez-Navarro Peon Av. Baja California 200, Director of New GM Vice President of Grupo

 Col. Roma Sur, Modelo, S.A. de C.V.

 06760, Mexico City

Romulo O'Farril Jr. Av. Baja California 200, Director of New GM Chief Executive Officer

 Col. Roma Sur, of Novedades Editores,

 06760, Mexico City S.A. de C.V.

Prudencio Lopez Martinez Av. Baja California 200, Director of New GM President of Sanvica,

 Col. Roma Sur, S.A. de C.V.

 06760, Mexico City

Juan I. Gallardo Thurlow Av. Baja California 200, Director of New GM Chairman of the Board of

 Col. Roma Sur, Grupo Azucarero de

 06760, Mexico City Mexico, S.A. de C.V.

Claudio X. Gonzalez Av. Baja California 200, Director of New GM Chairman of the Board

 Col. Roma Sur, and Chief Executive

 06760, Mexico City Officer of

 Kimberly-Clark de

 Mexico, S.A. de C.V.

Carlos Giron Peltier Av. Baja California 200, Director of New GM Retired.

 Col. Roma Sur,

 06760, Mexico City

Jose Mendoza Fernandez Av. Baja California 200, Director of New GM Chief Executive of

 Col. Roma Sur, Bufete Industrial, S.A.

 06760, Mexico City de C.V.

Genaro Larrea Mota-Velasco Av. Baja California 200, Director and Commercial Managing

 Col. Roma Sur, Commercial Managing Director of New GM

 06760, Mexico City Director of New GM

Agustin Santamarina Vasquez Campos Eliseos, 345-2, Director and Of counsel at Santamaria

 Col. Chapultepec Polanco, Secretary of the y Steta

 11560, Mexico City Board of Directors

 of New GM

Hector Calva Ruiz Av. Baja California 200, Managing Director Managing Director for

 Col. Roma Sur, for Exploration Exploration and Projects

 06760, Mexico City Projects and of New GM

 Alternate Director

 of New GM

Daniel Tellechea Salido Av. Baja California 200, Managing Director Managing Director for

 Col. Roma Sur, for Administration Administration and

 06760, Mexico City and Finance and Finance of New GM

 Alternate Director

 of New GM

Oscar Gonzalez Rocha Av. Baja California 200, Managing Director Managing Director for

 Col. Roma Sur, for Mexicana Cobre, Mexicana Cobre, S.A. de

 06760, Mexico City S.A. de C.V. and C.V. and Mexicana de

 for Mexicana de Cananea, S.A. de C.V.

 Cananea, S.A. de

 C.V. and Alternate

 Director of New GM

Xavier Garcia de Quevedo Bosques de Ciruelos 99, Managing Director Managing Director for

 Topete Col. Bosques de las Lomas, for Grupo Grupo Ferroviario

 11700, Mexico City Ferroviario Mexicano, S.A. de C.V.

 Mexicano, S.A. de and Ferrocarril

 C.V. and Mexicano, S.A. de C.V.

 Ferrocarril

 Mexicano, S.A. de

 C.V. and Alternate

 Director of New GM

Alfredo Casar Perez Av. Baja California 200, Managing Director Managing Director for

 Col. Roma Sur, for Development and Development of New GM

 06760, Mexico City Alternate Director

 for New GM

Daniel Chavez Carreon Av. Baja California 200, Managing Director Managing Director for

 Col. Roma Sur, for Industrial Industrial Minera

 06760, Mexico City Minera Mexico, S.A. Mexico, S.A. de C.V.

 de C.V. and

 Alternate Director

 of New GM

Eduardo Gonzalez Gomez Av. Insurgentes Sur 432, Alternate Director Independent financial

 Col. Roma Sur, of New GM advisor

 06760, Mexico City

Sergio M. Ferrer De la Av. Baja California 200, General Counsel and General Counsel of New GM

 Barrera Col. Roma Sur, Alternate Director

 06760, Mexico City of New GM

Manuel Calderon Cardenas Av. Baja California 200, Director of Mine Director of Mine

 Col. Roma Sur, and Planning Planning and Control of

 06760, Mexico City Control of New GM New GM

Vidal Muhech Dip Av. Baja California 200, Director for Director for Engineering

 Col. Roma Sur, Engineering and and Construction of New

 06760, Mexico City Construction of New GM

 GM

Ernesto Duran Trinidad Av. Baja California 200, Comptroller of New Comptroller of New GM

 Col. Roma Sur, GM

 06760, Mexico City

Genaro Guerrero Diaz Mercado Av. Baja California 200, Treasurer of New GM Treasurer of New GM

 Col. Roma Sur,

 06760, Mexico City

Gabino Paez Gonzalez Av. Baja California 200, Managing Director Managing Director for

 Col. Roma Sur, for Industrial Industrial Relations of

 06760, Mexico City Relations and New GM

 Alternate Director

 of New GM

Rolando Vega Iniguez Av. Baja California 200, Examiner of New GM Examiner of New GM

 Col. Roma Sur,

 06760, Mexico City

Gilberto Nava Escobedo Av. Baja California 200, Alternate Examiner Alternate Examiner of

 Col. Roma Sur, of New GM New GM

 06760, Mexico City

 

 

Case 1:07-cv-03496-WHP Document 36-10 Filed 07/11/2007 Page 5 of 5