<Page>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
2001 FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended DECEMBER 31, 2001 Commission File Number: 1-14066
SOUTHERN PERU COPPER CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 13-3849074
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2575 EAST CAMELBACK RD. PHOENIX, AZ 85016
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (602) 977-6500
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of each exchange
TITLE OF EACH CLASS ON WHICH REGISTERED
Common Stock, par value $0.01 per share New York Stock Exchange
Lima Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [x] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best knowledge of the registrant, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment of this
Form 10-K. [ ]
As of February 28, 2002, there were of record 14,103,157 shares of Common Stock,
par value $0.01 per share, outstanding, and the aggregate market value of the
shares of Common Stock (based upon the closing price on such date as reported on
the New York Stock Exchange - Composite Transactions) of Southern Peru Copper
Corporation held by non affiliates was approximately $156 million. As of the
above date, there were also 65,900,833 shares of Class A Common Stock, par value
$0.01 per share, outstanding. Class A Common Stock is convertible on a
one-to-one basis into Common Stock.
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EXPLANATORY NOTE:
This Amendment No. 1 to Part III of the Registrant's Annual Report on Form 10-K
for the year ended December 31, 2001 is being filed solely for the purpose of
adding the information called for by said Part III.
PART III
Items 10, 11, 12, and 13
Reference is made to the Section captioned "Executive Officers of the
Registrant" on pages A-13 to A-14. Information in response to the disclosure
requirements specified by these items is set forth below:
Item 10. Nominees for Election as Directors of the Registrant Representing the
Common Stock.
<Table>
<Caption>
DIRECTOR
COMMON STOCK DIRECTOR AGE SINCE
John F. McGillicuddy. Director of United Steel Corporation and 71 1996
Empire HealthChoice, Inc. From December
1991 until December 1993, Mr. McGillicuddy
was Chairman of the Board and Chief
Executive Officer of the Chemical Banking
Corporation and Chemical Bank. Mr.
McGillicuddy was Chairman of the Board and
Chief Executive Officer of Manufacturers
Hanover Trust Company from 1979 to 1991.
</Table>
On February 17, 2002, Ambassador Everett E. Briggs resigned from the Board of
Directors because he felt that he could not devote sufficient time and attention
needed to carry out his responsibilities to the Company and to the Common
Stockholders whom he represented since 1996. The Board of Directors is in the
process of selecting a nominee to replace Ambassador Everett E. Briggs.
Information on the nominee for election by the Common Stockholders to replace
Ambassador Everett E. Briggs will be provided in a timely fashion to the
stockholders in the final proxy statement issued in connection with the 2002
Annual Meeting of Stockholders.
Nominees for Election as Directors of the Registrant Representing the Class A
Common Stock.
<Table>
<Caption>
CLASS A COMMON AGE POSITION
STOCK DIRECTOR
German Larrea Mota-Velasco.......... 48 Chairman of the Board, Chief
Executive Officer and Director
Oscar Gonzalez Rocha............... 64 President and Director
Manuel Calderon Cardenas........... 69 Director
Jaime Claro........................ 66 Director
Hector Garcia de Quevedo Topete.... 51 Director
Xavier Garcia de Quevedo Topete.... 55 Director
Harold S. Handelsman............... 55 Nominee
Manuel J. Iraola................... 54 Director
Genaro Larrea Mota-Velasco......... 42 Director
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Armando Ortega Gomez............... 41 Nominee
Jaime Serra Puche.................. 51 Director
Daniel Tellechea Salido............ 56 Vice President and Director
J. Steven Whisler.................. 47 Director
</Table>
GERMAN LARREA MOTA-VELASCO, Director. Mr. Larrea has been Chairman of the
Board and Chief Executive Officer of the Company since December 1999 and
Director since November 1999. He has been Chairman of the Board of Directors,
President and Chief Executive Officer of Grupo Mexico (holding) since 1994. Mr.
Larrea has been chairman of the Board and Chief Executive Officer of Grupo
Minero Mexico (mining division) since 1994 and of Grupo Ferroviario Mexicano
(railroad division) since 1997. Mr. Larrea was previously Executive Vice
Chairman of Grupo Mexico and has been member of the Board of Directors since
1981. He is also Chairman of the Board of Directors and Chief Executive Officer
of Empresarios Industriales de Mexico (holding); Perforadora Mexico (drilling
company), Mexico Compania Constructora (construction company), Fondo
Inmobiliario (real estate company), since 1992. He founded Grupo Impresa, a
printing and publishing company in 1978, remaining as the Chairman and Chief
Executive Officer until 1989 when the Company was sold. He has been Chairman and
Chief Executive Officer of Asarco from November 1999 to present, and its
President from November 1999 to January 2000. He is also a director of Grupo
Comercial America, S.A., Grupo Bursatil Mexicano S.A., Bolsa Mexicana de
Valores, Grupo Televisa, S.A. de C.V. and Banco Nacional de Mexico, S.A.
OSCAR GONZALEZ ROCHA, Director. Mr. Gonzalez has been President of the
Company since December 1999 and Director since November 1999. He was Managing
Director for Mexicana de Cobre, S.A. de C.V. from 1986 to 1999 and of
Mexicana de Cananea, S.A. de C.V. from 1990 to 1999. He has been an alternate
director of Grupo Mexico since 1988 and a director of Asarco since
November 1999.
MANUEL CALDERON CARDENAS, Director. Mr. Calderon has been a Director
of the Company since November 1999. He has been the Director of Mine Planning
and Control of Grupo Mexico, S.A. de C.V. since 1994 and a director of Asarco
since November 1999.
JAIME CLARO, Director. Mr. Claro has been a Director of the Company
since September 1996. Mr. Claro has been an advisor to The Marmon Group since
October 1997, and he is also Chairman and a director of ME Global Inc, Vice
Chairman of Cia. Electro Metalurgica S.A. and Quemchi S.A., Chairman of
Chilean Line Inc., a director of Cia. Sud Americana de Vapores, S.A.,
Cristaleria de Chile S.A. and Navarino S.A., and advisor to the Board of
Compania Libra de Navegacao.
HECTOR GARCIA DE QUEVEDO TOPETE, Director. Mr. Garcia de Quevedo has
been a Treasurer and Director since May 9, 2000. He has also been Managing
Director for Grupo Mexico, S.A. de C.V. since 1999. He was Advisor to the
Chairman and Chief Executive Officer of Grupo Mexico from 1994 to 1998. He
and Mr. Xavier Garcia de Quevedo Topete are brothers.
XAVIER GARCIA DE QUEVEDO TOPETE, Director. Mr. Garcia de Quevedo has
been a Director of the Company since November 1999. He has been the President
of Minera Mexico, S. A. de C. V. since September 1, 2001. He was Managing
Director of Grupo Ferroviario Mexicano, S.A. de C.V. and of Ferrocarril
Mexicano, S.A. de C.V. from December 1997 to December 1999, and acted as
Managing Director of Exploration and Development of Grupo Mexico, S.A. de
C.V. from 1994 to 1997. He has been an alternate director of Grupo Mexico
since 1998. He has been a director of Asarco since November 1999 and was its
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President from January 2000 to September 1, 2001.
HAROLD S. HANDELSMAN, Nominee. Mr. Handelsman is Executive Vice
President and General Counsel of The Pritzker Organization, LLC, a private
investment firm, since 1998. Mr. Handelsman has also been a senior executive
officer of the Hyatt Corporation since 1978, currently serving as Senior Vice
President, Secretary and General Counsel, and is a director of First Health
Group Corp. (a managed care organization) and a number of private
corporations. He received a B. A. degree from Amherst College in 1968 and a
J. D. degree from Columbia University in 1973.
MANUEL J. IRAOLA, Director. Mr. Iraola has been a Director of the
Company since May 9, 2000. He has been the President of Phelps Dodge
Industries, a division of Phelps Dodge Corporation, and a Senior Vice
President of Phelps Dodge Corporation since 1995. From 1992 until 1995 he was
President of Phelps Dodge International Corporation. He is a Director of
Phelps Dodge Corporation since December 1997.
GENARO LARREA MOTA-VELASCO, Director. Mr. Larrea was Vice President,
Commercial of the Company from December 1999 to April 25, 2002, and has been a
Director since November 1999. He was Managing Director, Commercial of Grupo
Mexico from 1994 to August 30, 2001 and has been a director of Grupo Mexico from
1994 to date. He has been Director and President of Asarco from September 1,
2001 to present. Previously he was a Director and Vice President and Chief
Commercial Officer of Asarco from November 1999 to September 1, 2001. He and Mr.
German Larrea Mota-Velasco are brothers.
ARMANDO ORTEGA GOMEZ, Nominee. Mr. Ortega has been Vice President-Legal
and Secretary of the Company since April 25, 2002. Previously, he was an
Assistant Secretary of the Company from July 25, 2001 to April 25, 2002. He has
been Senior Vice President and General Counsel of Grupo Mexico since May 2001.
He is also an Assistant Secretary of Grupo Mexico and Asarco. Previously, he
headed the Unit on International Trade Practices of the Ministry of Economy of
Mexico with the rank of Deputy Vice Minister from 1997 to May 2001, and was a
negotiator for international matters for said Ministry from 1989 to May 2001.
JAIME SERRA PUCHE, Director. Mr. Serra has been senior partner of
Serra Associates International, a Mexican consulting firm for legal and
economic matters for the last five years. He served as Mexico's
Undersecretary of Revenue, Secretary of Trade and Secretary of Finance. Mr.
Serra led the negotiation and implementation of NAFTA, the promotion of the
conclusion of the Uruguay Round and the creation of the WTO. He headed the
negotiation of free trade agreements with Chile, Colombia, Venezuela, Bolivia
and Costa Rica, and founded the Mexican Investment Board and the Federal
Competition Commission of Mexico. He serves on the Board of Directors of The
Mexico Fund, Inc., Grupo Ferroviario Mexicano, S.A. de C.V., Bardahl, PVI,
Tamsa, Vitro and Regional Market Makers. He was also a trustee of the Yale
Corporation and currently co-chairs The President's Council on International
Activities of Yale University. He is also a member of The Trilateral
Commission and The U.S.-Mexico Bilateral Council.
DANIEL TELLECHEA SALIDO, Director. Mr. Tellechea has been Vice
President, Finance of the Company since December 1999 and Director since
November 1999. He has been Managing Director for Administration and Finance
of Grupo Mexico since 1994 and an Alternate Director since 1998. He was
Managing Director of Mexicana de Cobre, S.A. de C.V. from 1986 to 1993 and
has been Director, Vice President and Chief Financial Officer of Asarco since
<Page>
November 1999.
J. STEVEN WHISLER, Director. Mr. Whisler has been a Director of the
Company since June 1995. He has been Chairman, President and Chief Executive
Officer of Phelps Dodge Corporation since May 2000,and previously its President
and Chief Operating Officer since December 1997, and its Senior Vice President
from 1988 until December 1997. He was President of Phelps Dodge Mining Company
from 1991 until September 1998. He is a Director of Phelps Dodge Corporation,
Burlington Northern Santa Fe Corporation, America West Holdings Corporation, and
its principal subsidiary, America West Airlines, Inc.
Item 11. Executive Compensation
COMMITTEE REPORTS ON EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors of the Company
furnished the following report on compensation of executive officers in 2001.
Since December 17, 1999, this Committee is composed of the entire Board of
Directors. The Committee did not meet in 2001.
In 2001 the only executive officers compensated by the Company were Mr.
Oscar Gonzalez Rocha, the President of the Company and Hans A. Flury, the then
Secretary of the Company. The base salary of Mr. Gonzalez Rocha was determined
by Grupo Mexico, the controlling indirect stockholder of the Company, and is
reflected in an employment agreement mandated by Peruvian law. The base salary
of Hans A. Flury, a long-time employee of the Company, was also determined by
Grupo Mexico. Mr. Flury is a Peruvian national and is not covered by an
employment agreement. The base salaries of the executives follow the guidelines
of salaries of other key employees of the Company in Peru. The other items of
the compensation paid in 2001 to the executives are consistent with compensation
paid to other key employees of the Company in Peru or are mandated by Peruvian
law. In 2001 Grupo Mexico approved incentive cash payments to the executives in
recognition of their performance, which exceeded expectations. The incentive
cash payments are reflected in the Summary Compensation Table.
The Compensation Committee did not award cash incentive compensation to be
paid to each of the Company's executive officers with respect to 2001
performance. Annual cash incentive payments to key salaried employees of the
Company are determined by the Compensation Committee under the Southern Peru
Copper Corporation Incentive Compensation Plan. A target level of annual
incentive compensation is established for each eligible employee based on the
level of responsibility attached to such employee's position. For executive
officers these targets are set at competitive median levels. The officers'
levels of responsibility are determined by the Compensation Committee after
review of substantially equivalent positions among the Company's peers.
Under the Incentive Compensation Plan, awards to employees are increased
or decreased from a predetermined target level, based upon performance measured
in the areas of production, safety and environmental at two levels: individual
and Company-wide.
Under Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Internal Revenue Code"), the Company may not deduct, with certain exceptions,
compensation in excess of $1 million to the Chief Executive Officer and the four
other highest paid executive officers as required to be reported
<Page>
in the Company's proxy statement. The Compensation Committee does not believe
that Section 162(m) will have any immediate material impact on the Company
because, among other things, the principal taxing jurisdiction is Peru. The
Compensation Committee will, however, continue to monitor the Company's
executive compensation programs to ensure their effectiveness and efficiency in
light of the Company's needs, including Section 162(m).
<Table>
<Caption>
THE BOARD OF DIRECTORS:
Manuel Calderon Cardenas Genaro Larrea Mota-Velasco
Jaime Claro John F. McGillicuddy
Hector Garcia de Quevedo Topete Robert A. Pritzker
Xavier Garcia de Quevedo Topete Jaime Serra Puche
Oscar Gonzalez Rocha Daniel Tellechea Salido
Manuel J. Iraola J. Steven Whisler
German Larrea Mota-Velasco
</Table>
STOCK INCENTIVE PLAN COMMITTEE
The Stock Incentive Plan Committee of the Board of Directors of the
Company administers the Company's Stock Incentive Plan. The members of the
Committee were Amb. Everett E. Briggs and Mr. John F. McGillicuddy in 2001.
The Committee did not meet in 2001.
The Committee selects officers and other employees for participation and
decides upon the timing, pricing and amount of awards and benefits granted under
the Stock Incentive Plan. The members of the Stock Incentive Plan Committee are
non-employee directors who satisfy the requirements of Rule 16b-3 under the
Securities Exchange Act of 1934, as amended.
No long-term incentive compensation was awarded in 2001. Long-term
incentive compensation consists of awards of restricted stock and/or stock
options and are designed to link the interests of executive officers and
selected employees with those of stockholders by providing an incentive to
manage the business of the Company as an owner with an equity stake. Awards
generally are made to selected officers and employees, and are made within
long-term incentive targets based upon analyses by the Company's compensation
consultant and consideration of each executive's and employee's performance. In
the case of the Chief Executive Officer, the Committee also considers his
performance and responsibility in directing the Company's performance.
THE STOCK INCENTIVE PLAN COMMITTEE:
Ambassador Everett E. Briggs (until February 17, 2002)
John F. McGillicuddy
EXECUTIVE COMPENSATION
Set forth below is certain information concerning the compensation for
services in all capacities to the Company for fiscal year 2001 of Mr. Oscar
Gonzalez Rocha, the Company's President and Chief Operating Officer, and Mr.
Hans A. Flury, the former Secretary of the Company. Mr. German Larrea, the
Company's Chairman and Chief Executive Officer, received no compensation from
the Company in 2001 for services other than as a director. In addition, during
2001 the Company paid no compensation to any other executive officer other than
directors' fees to those executive officers also serving as directors of the
Company.
<Page>
<Table>
<Caption>
==============================================================================
Summary Compensation Table
ANNUAL COMPENSATION
NAME YEAR SALARY BONUS OTHER ANNUAL ALL OTHER
---- ---- ------ ----- COMPENSATION(a) COMPENSATION(b)
- ------------------------------------------------------------------------------------------
Oscar Gonzalez Rocha........ 2001 $304,532 $72,209 $78,398 $56,563
Hans A. Flury ............... 2001 $155,019 $24,970 $101,901 $50,873
</Table>
- ------------------------
(a) Other Annual Compensation consists mainly of Company sponsored programs
or compensation mandated by Peruvian law. Compensation amounts
exceeding 25% of a named officer's total Other Annual Compensation in
2001 were as follows: Oscar Gonzalez Rocha, a Peruvian mandated
vacation bonus of $24,603 and a $51,922 bonus for national holidays and
Christmas, also mandated by Peruvian law; Hans A. Flury, $38,755
relating to a Peruvian mandated benefit, which requires the payment of
five percent of the monthly salary for each period of five years of
service and a $35,736 bonus for national holidays and Christmas.
(b) Amounts shown reflect a maintenance fee of $5,943 for a corporate
residence of the President in Lima, Peru, profit participation mandated
by Peruvian law in the earnings of the Peruvian Branch of the Company
severance benefits and other compensation mandated by Peruvian law.
Peruvian law requires one month of regular income each year to be
accrued for severance benefits for each employee (whether Peruvian or
expatriate) working in Peru. Peruvian law requires a deposit of one
twelfth of an employee's annual salary, vacation, travel, national
holidays, Christmas, dependents and service award bonus, as applicable,
in a bank account of the employee's choosing each year. The money
accrues interest until the employee terminates employment, at which
time the employee is eligible to receive the funds. Under this program,
$37,955 and $24,925 in severance benefits were deposited on behalf of
Mr. Oscar Gonzalez Rocha and Mr. Hans A. Flury, respectively. Peruvian
law also requires the payment of a participation in the pre-tax
earnings of the Peruvian Branch of the Company. Under this program,
Mr. Oscar Gonzalez Rocha received $12,664 and Mr. Flury received
$8,869. The Company paid $17,079 to Mr. Hans Flury, pursuant to the
requirements of the Peruvian private pension system (AFP).
OPTION GRANTS, EXERCISES, AND FISCAL YEAR-END VALUES
No options were granted in 2001.
OPTION EXERCISES AND FISCAL YEAR-END VALUES
No options were exercised in 2001.
<Page>
RETIREMENT PLANS
None of the executive officers of the Company is covered by the Company's
pension plans.
SEVERANCE BENEFIT
As described in Note (b) to the Summary Compensation Table above, the
Company provides severance benefits as required by Peruvian law.
EMPLOYMENT AGREEMENTS
Pursuant to Peruvian laws concerning expatriate employees, Mr. Oscar
Gonzalez Rocha has entered into an employment agreement. These contracts
generally are for terms of three years and may be extended for additional
periods. Pursuant to Peruvian law, the expatriate employees whose spouses and/or
children are Peruvian citizens have agreements for unlimited terms. In
accordance with the terms of the contracts, the Company agrees to provide
expatriate employees with benefits as required by Peruvian law. The contracts
provide that the Company may dismiss expatriate employees for certain serious
offenses. In other instances of termination, the Company is required to provide
90 days' notice of termination. Terminated employees are also entitled to
receive severance benefits as required by Peruvian law. Under the contracts,
employees may resign at any time by providing the Company with 30 days' notice.
COMPENSATION OF DIRECTORS
During 2001 directors who were not compensated as employees of the Company
were paid a basic fee of $15,000 plus $1,000 for attendance at each meeting of
the Company's Board or of any Committee of the Board. The Company has a
Directors' Stock Award Plan pursuant to which directors who are not compensated
as employees of the Company are entitled to an award of 200 shares of Common
Stock upon election to the Board and 200 additional shares of Common Stock
following each annual meeting of stockholders thereafter.
Under the Deferred Fee Plan for Directors, a director may elect to defer
payment of 50% or 100% of the compensation payable to such director for Board
and Committee service for the calendar year for which deferral is elected.
Deferred amounts will be credited to a cash subaccount, a company common stock
subaccount or a combination thereof. Compensation deferred to the cash
subaccount will earn interest based on U.S. Treasury debt obligations with a
10-year maturity. Compensation deferred to the stock subaccount will be credited
as whole shares of Common Stock based on the stock's fair market value on the
date of such credit. Dividends and fractional share amounts will be aggregated
until at least one share of Common Stock may be credited at the then fair market
value. Payments will be made in cash in a lump sum upon retirement as a director
on January 15 of the calendar year following normal retirement, or promptly
following the date of termination if the termination of service occurs at a date
prior to his normal retirement date. The Plan permits early withdrawal or
further deferral of participant accounts, subject to financial hardship, prior
notice or penalty requirements.
SHAREHOLDER RETURN PERFORMANCE PRESENTATION
Set forth below is a line graph comparing the yearly percentage change in
the cumulative total return on the Company's Common Stock against the cumulative
total return on the S&P Composite 500 Stock Index and the S&P Metals
<Page>
Miscellaneous Group Index for the five-year period ending December 31, 2001. The
Company's Common Stock commenced trading on the New York Stock Exchange on
January 5, 1996. The chart below analyzes the total return on SPCC's Common
Stock for the period commencing December 31, 1996 and ending December 31, 2001,
compared to the total return of the S&P 500 and the S&P Metals Miscellaneous
Group for the five-year period commencing December 31, 1996 and ending December
31, 2001. In 1997, SPCC's stock declined 1.48% compared to a positive return of
33.38% for the S&P 500 and a negative return of 32.80% for the S&P Metals
Miscellaneous Group. In 1998, SPCC's Stock provided a negative return of 26.23%
compared to a positive return of 28.57% for the S&P 500 and a negative return of
27.99 % for the S&P Metals Miscellaneous Group. In 1999, SPCC's Stock provided a
positive return of 65.57% compared to a positive return of 21.03% and 90.07% for
the S&P 500 and the S&P Metals Miscellaneous Group, respectively. In 2000,
SPCC's stock fell 14.42% compared to a negative return of 9.09% for the S&P 500
and a decline of 30.37% for the S&P Metals Group. In 2001 SPCC's stock declined
4.55% compared to a negative return of 13.04% for the S&P 500 and a negative
return of 21.76% for the S&P Metals Miscellaneous Group.
==============================================================================
Comparison of Five Year Cumulative Total Return
SPCC, S&P 500 Index & S&P Metals Misc. Group Index**
[LINE CHART OMITTED]
SPCC S&P500 S&P METALS
------- ------ ----------
1996 100.00 100.00 100.00
1997 98.52 133.38 67.20
1998 72.68 171.48 48.39
1999 120.34 207.55 91.97
2000 102.98 188.69 64.04
2001 98.30 164.08 50.11
==============================================================================
** ASSUMES $100 INVESTED ON 12/31/96 IN SPCC COMMON STOCK, S&P 500 INDEX
AND S&P METALS GROUP INDEX
<Page>
ITEM 12. SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS.
<Table>
<Caption>
COMMON STOCK CLASS A COMMON STOCK
------------ --------------------
SHARES OF
SHARES OF PERCENT CLASS A PERCENT OF
COMMON OF COMMON OUTSTANDING PERCENT OF
STOCK OUTSTANDING STOCK CLASS A OUTSTANDING VOTING
BENEFICIALLY COMMON BENEFICIALLY COMMON CAPITAL PERCENTAGE
OWNED STOCK OWNED STOCK STOCK (a)
----- ----- ----- ----- ----- ---
Southern Peru Holdings
Corporation(b)
2575 E. Camelback
Road, Suite 500,
Phoenix, AZ 85016 - - 43,348,949 65.8% 54.2% 63.1%
Cerro Trading Company,
Inc.(c)
225 West Washington
Street
Suite 1900
Chicago, IL 60606 - - 11,378,088 17.3 14.2 16.6
Phelps Dodge
Overseas
Capital
Corporation(d)
600 North Central Avenue
Phoenix, AZ 85004 - - 11,173,796 16.9 14.0 16.3
The Pritzker Family
Philanthropic Fund
200 West Madison Street
Chicago, IL 60606 2,850,000 20.2% - - 3.6 0.8
</Table>
-----------------------------
(a) The Company's Certificate provides that, except with respect to the
election of directors or as required by law, the Common Stock and
the Class A Common Stock vote together as a single class, with each
share of Common Stock entitled to one vote and each share of Class A
Common Stock entitled to five votes.
(b) A subsidiary of ASARCO Incorporated, an indirect wholly-owned
indirect subsidiary of Grupo Mexico, S.A. de C.V. On November 17,
1999 Grupo Mexico acquired the outstanding common stock of Asarco
following a tender offer. The stock of Southern Peru Holdings
Corporation was pledged by Asarco to a syndicate of banks in
connection with the financing of the tender offer. Asarco is
contemplating a transaction in which Southern Peru Holdings
Corporation would sell all its SPCC stock to Asarco's immediate
parent corporation, Americas Mining Corporation. As of December 31,
2001, Asarco had acquired 185,600 shares of Common Stock of the
Company.
(c) A subsidiary of The Marmon Corporation.
(d) A subsidiary of Phelps Dodge Corporation.
The Class A Common Stockholders have entered into the Stockholders'
Agreement, which contemplates, among other things, a Board of Directors composed
of 15 members, one of whom is the President of the Company.
<Page>
Under the terms of the Stockholders' Agreement, each Class A Common
Stockholder has the right to nominate that number of 12 directors which is in
proportion to the percentage of Class A Common Stock owned by it (or its
affiliates) out of the aggregate Class A Common Stock then owned by all holders
of Class A Common Stock (without any minimum required number of shares), rounded
to the nearest whole director, with 0.5 being rounded up. If this would result
in the Class A Common Stockholders, as a group, being entitled to elect a number
other than 12 directors, the Stockholders' Agreement contains a formula for
rounding up or rounding down as necessary to apportion the 12 directors among
the Class A Common Stockholders. The Class A Common Stockholders have also
agreed to nominate and vote for the President as a director.
The Stockholders' Agreement terminates, and each share of Class A Common
Stock automatically converts into one share of Common Stock (voting share for
share as a single class on all matters including election of directors), if at
any time the number of shares of Class A Common Stock owned by the Class A
Common Stockholders (or affiliates of the Class A Common Stockholders) is less
than 35% of the outstanding shares of Class A Common Stock and Common Stock of
the Company. In addition, the rights and obligations of each Class A Common
Stockholder under the Stockholders' Agreement terminate in the event such Class
A Common Stockholder (or its affiliates) ceases to own shares of Class A Common
Stock.
BENEFICIAL OWNERSHIP OF MANAGEMENT
The information set forth below as to the shares of Common Stock of the
Company beneficially owned by the nominees, directors and executive officers
named in the Summary Compensation Table below and by all nominees, directors and
officers as a group is stated as of December 31, 2001.
<Table>
<Caption>
SOUTHERN PERU COPPER CORPORATION
SHARES OF
THE
COMPANY'S
COMMON STOCK PERCENT OF
BENEFICIALLY OUTSTANDING
OWNED(a) COMMON STOCK
-------- ------------
Manuel Calderon Cardenas........................... 600 (c)
Jaime Claro(b)..................................... 1,200 (c)
Hector Garcia de Quevedo Topete.................... 400 (c)
Xavier Garcia de Quevedo Topete.................... 600 (c)
Oscar Gonzalez Rocha............................... 200 (c)
Harold S. Handelsman............................... 0
Manuel J. Iraola................................... 400 (c)
Genaro Larrea Mota-Velasco......................... 600 (c)
German Larrea Mota-Velasco(d)...................... 600 (c)
John F. McGillicuddy............................... 1,400 (c)
Armando Ortega Gomez............................... 0
Jaime Serra Puche.................................. 400 (c)
Daniel Tellechea Salido............................ 600 (c)
J. Steven Whisler(b)............................... 1,400 (c)
Hans A. Flury...................................... 4,624 (c)
All nominees, directors and officers as a group
(e) (17 individuals)............................ 13,024
</Table>
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<Page>
(a) Information with respect to beneficial ownership is based upon information
furnished by each nominee, director or officer. Except as noted below, all
nominees, directors and officers have sole voting and investment power
over the shares beneficially owned by them.
(b) See also the information below on Common Stock Equivalents.
(c) Less than .5%.
(d) Mr. Larrea disclaims beneficial ownership over the shares of the Company
owned by Asarco, which in turn is controlled by Grupo Mexico.
(e) Hans A. Flury has the right to acquire 18,300 shares of the Company's
Common Stock through the exercise of options granted under the Company's
Stock Incentive Plan.
COMMON STOCK EQUIVALENTS
The following table sets forth the per share number of Common Stock
Equivalents credited as of December 31, 2001, to the accounts of the Company's
directors under the Company's Deferred Fee Plan for Directors. Under the Plan,
payments are made in cash following retirement depending on the market value of
the Common Stock at that time. Amounts shown reflect the number of share
equivalents credited under the Plan plus dividends credited. For additional
information regarding the Plan, see "Compensation of Directors" below.
<Table>
<Caption>
DEFERRED FEE PLAN
DIRECTOR COMMON STOCK EQUIVALENTS
Jaime Claro...................................... 9,026
J. Steven Whisler................................ 3,623
------
Total..................................... 12,649
</Table>
In addition, the following information is provided in satisfaction of
applicable rules of the Securities and Exchange Commission. Grupo Mexico, S.A.
de C.V. is a Mexican corporation with its principal executive offices located at
Baja California 200, Colonia Roma Sur, 06760 Mexico City, Mexico. Grupo Mexico's
principal business is to act as a holding company for shares of other
corporations engaged in the mining, processing, purchase and sale of minerals
and other products and railway services. Grupo Mexico's shares are listed on the
Mexican Stock Exchange.
The largest shareholder of Grupo Mexico 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 family of the late Jorge Larrea Ortega, including Mr. German Larrea,
directly controls the majority of the capital stock of EIM and directly and
indirectly controls a majority of the votes of the capital stock of Grupo
Mexico. Mr. Larrea disclaims beneficial ownership of such shares other than the
following shares held directly by him and certain directors and officers
(comprising approximately 3.06% of the outstanding shares of Grupo Mexico):
<Page>
<Table>
<Caption>
BENEFICIAL
DIRECTOR/OFFICER OWNERSHIP
Xavier Garcia de Quevedo Topete................................ 58,887
German Larrea Mota-Velasco..................................... 37,650,000
Genaro Larrea Mota-Velasco..................................... 2,652,681
Oscar Gonzalez Rocha........................................... 203,203
Armando Ortega Gomez........................................... 6,604
Daniel Tellechea Salido........................................ 52,395
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Total................................................... 40,623,770
</Table>
Except as set forth above, and to the knowledge of the Company, none of
the nominees, directors and executive officers named in the Summary Compensation
Table beneficially own any equity security of Grupo Mexico.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Grupo Mexico and its affiliates provide various support services to the
Company. In 2001, these activities were principally related to accounting,
legal, tax, treasury, price risk assessment and hedging and administrative
support services. Grupo Mexico is reimbursed for these support services. The
total amount paid by the Company to Grupo Mexico for such services in 2001 was
$7 million.
The Class A Common Stockholders and/or their affiliates purchase copper
products from the Company from time to time at prices determined on an
arm's-length basis by reference to the LME and COMEX market price for copper at
such time. Management believes these transactions to be on terms as favorable as
could be obtained from unaffiliated parties. The Company expects that its policy
of determining prices for related party transactions on an arm's-length basis by
reference to the LME or COMEX market prices for copper at the time of any such
transaction will be continued. Sales of copper to the Class A Common
Stockholders and/or their affiliates amounted to $28.2 million in 2001.
Minera Mexico Internacional, Inc. ("MMI") and Asarco, subsidiaries of
Grupo Mexico, purchased copper products from SPCC during 2001 in the amount of
$10.4 million. German Larrea Mota Velasco, Manuel Calderon Cardenas, Hector
Garcia de Quevedo Topete, Xavier Garcia de Quevedo Topete, Genaro Larrea
Mota-Velasco, Armando Ortega Gomez, and Daniel Tellechea Salido are executive
officers of Grupo Mexico and/or of Asarco. Each is a director of the Company.
Mr. Armando Ortega Gomez is a nominee for election selected to represent Grupo
Mexico and Asarco. The directors are also members of the Compensation Committee
of the Company.
Phelps Dodge Refining Corporation, an affiliate of Phelps Dodge and Phelps
Dodge Corporation, affiliated companies of a shareholder of the Company,
purchased copper products from the Company in the amount of $(0.3) million in
2001. J. Steven Whisler is Chairman of the Board, President and Chief Executive
Officer of Phelps Dodge Corporation. Manuel J. Iraola is President of Phelps
Dodge Industries, a division of Phelps Dodge Corporation. Messrs. Whisler and
Iraola are directors of the Company and members of the Compensation Committee.
Cerro Wire & Cable Co. and other affiliated companies of The Marmon
Group, Inc., an affiliated company of one of the shareholders of SPCC,
purchased copper products from the Company during 2001 in the amount of $18.1
million. Mr. Robert A. Pritzker was President and Chief Executive Officer of
The Marmon Group, Inc. until January 2002, and had served in that position
for over forty-seven years. Mr. Jaime Claro has been an advisor to The Marmon
Group
<Page>
since October 1997. Messrs. Pritzker and Claro are directors of the Company and
members of the Compensation Committee.
Additionally, in 2001, the Company purchased from Asarco ten used 200-ton
Le Torneau haulage trucks for the Toquepala mine for a total purchase price of
$5.2 million, including spare parts. In compliance with Peruvian regulations
related to the importation of used vehicles, the trucks were independently
appraised at fair market value at the time of the purchase.
During 2001, the Company contracted an aggregate of approximately $2.2
million for shipping services to and from Peru by Cia. Sud Americana de
Vapores, S.A. ("CSAV"), and a subsidiary company. CSAV is a company
indirectly controlled by Quemchi, S.A. Mr. Jaime Claro is Vice Chairman of
Electro and Quemchi, S.A., and his direct and indirect family interests in
both companies exceed 10%. Mr. Claro is also Chairman of Chilean Line Inc.,
which is the agent for and is owned by CSAV. Mr. Claro is a Director of the
Company and a member of the Compensation Committee.
The Company believes that the foregoing transactions were entered into on
arm's-length bases on terms as favorable as could be obtained from other third
parties. It is anticipated that in the future the Company will enter into
similar transactions with the same parties.
As of December 31, 2001, the Company had receivables of $8.7 million and
$8.6 million related to sales of copper in the years 2000 and 2001 to Asarco and
MMI, respectively. Also as of such date, the Company had receivables of $0.8
million related to the purchase of concentrates in the year 2001 made from
Mexicana de Cobre, S. A. de C. V. ("MC"), resulting from the final liquidation
of the sale. Of those amounts, receivables of $8.0 million, $5.9 million and
$0.8 million from Asarco, MMI and MC, respectively, were due on December 31,
2001. Additionally, receivables of $0.7 million due from Asarco and $2.7 million
due from MMI will mature in March 2002.
As of March 8, 2002, the Company had collected $5.2 million, $3.6 million
and $0.8 million from Asarco, MMI and MC, respectively. Asarco and MMI each have
agreed with the Company that they will pay the outstanding balances of $3.5
million and $5.0 million before June 30, 2002 or in the future through a
reduction in dividends and management fees. As of December 31, 2001, the Company
had a payable to Asarco of $2.0 million related to the purchase of the used
haulage trucks, amount that was part of the collection of March 8, 2002.
<Page>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
Southern Peru Copper Corporation
By /s/ Oscar Gonzalez Rocha
---------------------------
Oscar Gonzalez Rocha
President
Dated: April 30, 2002