Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 16)*
Under the Securities Exchange Act of 1934
SOUTHERN COPPER CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
843611104
(CUSIP Number)
Daniel Muñiz Quintanilla
Chief Financial Officer
Grupo México, S.A.B. de C.V.
Campos Elíseos No. 400
Colonia Lomas de Chapultepec
Mexico City, Mexico 11000
011-5255-1103-5000
Chief Financial Officer
Grupo México, S.A.B. de C.V.
Campos Elíseos No. 400
Colonia Lomas de Chapultepec
Mexico City, Mexico 11000
011-5255-1103-5000
-and-
Daniel Muñiz Quintanilla
Vice-President and Chief Financial Officer
Americas Mining Corporation
1140 E. Missouri Ave., Suite C175
Phoenix, Arizona 85014
(602) 494-5300
Vice-President and Chief Financial Officer
Americas Mining Corporation
1140 E. Missouri Ave., Suite C175
Phoenix, Arizona 85014
(602) 494-5300
copy to:
Paul T. Schnell, Esq.
Paola Lozano, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(212) 735-3000
Paola Lozano, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(212) 735-3000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 28, 2010
(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
sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Section 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 persons 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, as amended (the Exchange Act)
or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to
all other provisions of the Exchange Act (however, see the Notes).
Page 1 of 7
CUSIP No. |
843611104 |
1 | NAMES OF REPORTING PERSONS Grupo México, S.A.B. 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) þ | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Mexico | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 0 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 680,000,000 (See Items 5 and 6) | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 0 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
680,000,000 (See Items 5 and 6) | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
680,000,000 (See Items 5 and 6) | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
80.9% | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
CO |
Page 2 of 7
CUSIP No. |
843611104 |
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) þ | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Delaware | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 0 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 680,000,000 (See Items 5 and 6) | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 0 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
680,000,000 (See Items 5 and 6) | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
680,000,000 (See Items 5 and 6) | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
80.9% | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
CO |
Page 3 of 7
This Amendment No. 16 (Amendment No. 16) is being filed by and on behalf of Grupo México,
S.A.B. de C.V. (Grupo México) and Americas Mining Corporation (AMC, and together with Grupo
México, the Reporting Persons), with respect to the common stock, par value $0.01, of Southern
Copper Corporation, a Delaware corporation (the Issuer), and it hereby amends the statement of
beneficial ownership on Schedule 13D originally filed on January 12, 1996, as further amended March
6, 1996, November 19, 1999, October 13, 2000, May 17, 2001, July 13, 2001, February 11, 2003, April
2, 2003, February 4, 2004, October 25, 2004, November 1, 2004, December 23, 2004, April 5, 2005,
May 23, 2005, December 5, 2008, March 4, 2009 and July 23, 2010 (collectively with this Amendment
No. 16, the Schedule 13D). Capitalized terms used herein and not defined herein have the meanings
ascribed thereto in the Schedule 13D as heretofore amended.
Item 2. Identity and Background
Item 2 is hereby amended and supplemented as follows:
Annex I hereto sets forth the name, business address, title, present principal occupation or
employment and citizenship of each director and executive officer on the date hereof of Grupo
México. The information set forth in Annex I hereto is incorporated herein by reference.
Annex II hereto sets forth the name, business address, title, present principal occupation or
employment and citizenship of each director and executive officer of AMC. The information set forth
in Annex II 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 in Annex I or Annex II 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.
Item 4. Purpose of Transaction
Item 4 is hereby amended and supplemented by adding the following:
On October 28, 2011, following a meeting of the Board of Directors of each of the Reporting
Persons, AMC delivered a letter (the Withdrawal Letter) to the Special Committee (the Special
Committee) of the Board of Directors of the Issuer. In the Withdrawal Letter, AMC stated that in
light of recent discussions with the Special Committee and other developments, it was withdrawing
the proposal made in the Proposal Letter, effective immediately.
The foregoing description of the Withdrawal Letter does not purport to be complete and is
qualified in its entirety by reference to the Withdrawal Letter, which is filed as Exhibit 1 hereto
and is incorporated by reference into this Item 4. On October 31, 2011, Grupo México issued a press
release announcing the withdrawal of the proposal made in the Proposal Letter. A copy of the press
release is filed as Exhibit 2 hereto and is incorporated by reference into this Item 4.
Page 4 of 7
The Reporting Persons may from time to time acquire, purchase or sell Common Stock of the
Issuer on the NYSE, in the open market, or in privately negotiated transactions, as the Reporting
Persons may determine at any such time based upon their evaluation of the Issuers businesses and
prospects, price levels of the Common Stock of the Issuer, conditions in the securities and
financing markets, in the Issuers industry and markets, and the economy in general, regulatory
developments affecting the Issuer and its industry and markets and other factors deemed relevant.
In addition, the Reporting Persons may from time to time have discussions with the Issuers
management, directors, the Special Committee and other stockholders and third parties regarding
their investment in, the business and strategy of, and potential business combinations and other
strategic transactions involving, the Issuer.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and supplemented by adding the following:
(a, b) As of the date hereof, Grupo México and AMC may each be deemed to beneficially own
680,000,000 shares of Common Stock, constituting 80.9% of the total outstanding shares of Common
Stock based on a total of 840,980,000 shares of Common Stock outstanding as of October 27, 2011.
Grupo México and AMC do not have the sole power to vote or direct the vote of any shares of Common
Stock; have the shared power to vote or direct the vote of 680,000,000 shares of Common Stock; do
not have the sole power to dispose or direct the disposition of any shares of Common Stock; and
have the shared power to dispose or direct the disposition of 680,000,000 shares of Common Stock.
To the knowledge of the Reporting Persons, the following table sets forth the aggregate number
and percentage of shares of Common Stock beneficially owned by the persons listed on Annexes I and
II based on a total of 840,980,000 shares of Common Stock outstanding as of October 27, 2011, as
well as the number of shares of Common Stock as to which each of the persons listed on Annexes I
and II has the sole power to vote or to direct the vote, sole power to dispose or to direct the
disposition, or shared power to dispose or to direct the disposition of as of the date hereof. To
the knowledge of the Reporting Persons, the persons listed below are the only persons listed on
Annexes I and II who beneficially own Common Stock.
Shared power to | ||||||||||||||||||||||||
Amount | Sole power to | Shared power to | Sole power to dispose | dispose or to | ||||||||||||||||||||
beneficially | Percent | vote or direct | vote or direct the | or to direct the | direct the | |||||||||||||||||||
Individual | owned | of class | the vote | vote | disposition of | disposition of | ||||||||||||||||||
German Larrea |
115,600 | * | 115,600 | 0 | 115,600 | 0 | ||||||||||||||||||
Mota-Velasco |
||||||||||||||||||||||||
Genaro Larrea |
9,600 | * | 9,600 | 0 | 9,600 | 0 | ||||||||||||||||||
Mota-Velasco |
||||||||||||||||||||||||
Alfredo Casar |
2,400 | * | 2,400 | 0 | 2,400 | 0 | ||||||||||||||||||
Perez |
||||||||||||||||||||||||
Oscar Gonzalez |
125,200 | * | 125,200 | 0 | 125,200 | 0 | ||||||||||||||||||
Rocha |
||||||||||||||||||||||||
Xavier Garcia de |
3,600 | * | 3,600 | 0 | 3,600 | 0 | ||||||||||||||||||
Quevedo Topete |
||||||||||||||||||||||||
Emilio Carrillo |
10,800 | * | 10,800 | 0 | 10,800 | 0 | ||||||||||||||||||
Gamboa |
||||||||||||||||||||||||
Alberto de la Parra |
4,000 | * | 4,000 | 0 | 4,000 | 0 | ||||||||||||||||||
Zavala |
||||||||||||||||||||||||
Juan Rebolledo |
7,200 | * | 7,200 | 0 | 7,200 | 0 |
* | Less than 1% |
Page 5 of 7
(c) No transaction has been effected in the Common Stock within the past sixty days by
the Reporting Persons, or to the knowledge of the Reporting Persons, by any of the persons listed
on Annexes I and II.
Item 7. Material to Be Filed as Exhibits
Exhibit No. | Title | |
1
|
Letter, dated October 28, 2011, from Americas Mining Corporation to Southern Copper Corporation | |
2
|
Press Release, dated October 31, 2011 |
Page 6 of 7
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth herein is true, complete and correct.
Dated: October 31, 2011 |
||||||
GRUPO MÉXICO, S.A.B. DE C.V. | ||||||
By: | /s/ Daniel Muñiz Quintanilla
|
|||||
Title: Chief Financial Officer | ||||||
AMERICAS MINING CORPORATION | ||||||
By: | /s/ Daniel Muñiz Quintanilla
|
|||||
Title: Vice-President and Chief Financial Officer |
Page 7 of 7
Annex I
GRUPO MÉXICO
Directors and Executive Officers
Directors and Executive Officers
DIRECTORS AND EXECUTIVE OFFICERS OF GRUPO MÉXICO. 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 México. Each such person is a citizen of Mexico.
Name of Director | Present Principal Occupation | |||||
or Executive | Business Address | Title | or Employment | |||
German Larrea Mota-Velasco |
1140 E. Missouri Ave Suite C175 Phoenix, AZ 85014 |
Chairman of the Board and Chief Executive Officer | Chairman of the Board and Chief Executive Officer of Grupo México | |||
Genaro Larrea Mota-Velasco |
1140 E. Missouri Ave Suite C175 Phoenix, AZ 85014 |
Vice-President and Director | Chairman of Corporación Scribe | |||
Alfredo Casar Perez
|
Bosque de Ciruelos No. 99 11700 Mexico City |
Director | Executive President of Ferrocarril Mexicano, S.A. de C.V. | |||
Oscar Gonzalez Rocha |
Av. Caminos del Inca 171 Lima, Peru |
Director | Chief Executive Officer and President of Southern Copper Corporation | |||
Xavier Garcia de Quevedo Topete |
Campos Elíseos No. 400, Fl. 9 11000 Mexico City |
Director | President of Minera México, S.A. de C.V. | |||
Emilio Carrillo Gamboa |
Plaza ScotiaBank, Blvd. Manuel Avila Camacho 1-609 11009 Mexico City |
Director | Partner of Bufete Carillo, S.C. | |||
Fernando Ruiz Sahagun
|
Vasco de Quiroga No. 2121, Fl. 4 01210 - Mexico, D. F. |
Director | Counsel of Chevez, Ruiz, Zamarripa y Cía, S.C. | |||
Antonio Madero Bracho |
Monte Pelvoux No. 220, Fl. 8 11000 Mexico City |
Director | Executive President of San Luis Corporacion, S.A. de C.V. | |||
Prudencio Lopez Martinez |
Vasco de Quiroga No. 2121, Fl. 2 01210 Mexico City |
Director | President of Sanvica, S.A. de C.V. | |||
Jose Mendoza Fernandez |
Privada Juarez No. 43 04000 Mexico City |
Director | Consultant and Former Chairman of the Board and Chief Executive Officer of Bufete Industrial, S.A. de C.V. | |||
Valentín Diez Morodo |
Campos Elíseos No. 400, Fl. 10 11000 Mexico City |
Director | Sales and Exports Vice-President of Grupo Modelo | |||
Claudio X.
Gonzalez
|
Jaime Balmes No. 8, Fl. 9 11510 Mexico City |
Director | Chairman of the Board and General Director of Kimberly Clark de México, S.A. de C.V. | |||
Rolando Vega Saenz
|
Paseo de los Tamarindos No. 60, Fl. 5 05120 Col. Bosques de las Lomas |
Director | General Director of Seguros Atlas, S.C. | |||
Daniel Muñiz Quintanilla
|
Campos Elíseos No. 400, Fl. 12 11000 Mexico City |
Chief Financial Officer | Chief Financial Officer of Grupo México | |||
Alberto de la Parra Zavala |
Campos Elíseos No. 400, Fl. 12 11000 Mexico City |
Secretary and General Counsel | General Counsel of Grupo México | |||
Juan Rebolledo
|
Campos Elíseos No. 400, Fl. 12 11000 Mexico City |
Vice-President, International Relations |
Vice-President of Grupo México |
Annex II
AMC
Directors and Executive Officers
Directors and Executive Officers
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.
Name of Director | Present Principal | |||||
or Executive | Business Address | Title | Occupation or Employment | |||
German Larrea Mota-Velasco |
1140 E. Missouri Ave Suite C175 Phoenix, AZ 85014 |
Chairman of the Board | Chairman of the Board and Chief Executive Officer of Grupo México | |||
Oscar Gonzalez Rocha |
Av. Caminos Del Inca 171 Lima, Peru |
Director | Chief Executive Officer and President of Southern Copper Corporation | |||
Xavier Garcia de Quevedo Topete |
Campos Elíseos No. 400, Fl. 9 11000 Mexico City |
President, Chief Executive Officer and Director | President of Minera México, S.A. de C.V. | |||
Daniel Muñiz Quintanilla
|
Campos Elíseos No. 400, Fl. 12 11000 Mexico City |
Vice-President and Chief Financial Officer | Chief Financial Officer of Grupo México | |||
Alberto de la Parra Zavala |
Campos Elíseos No. 400, Fl. 12 11000 Mexico City |
Vice-President Legal, General Counsel and Secretary | General Counsel of Grupo México |
Exhibit Index
Exhibit No. | Title | |
1
|
Letter, dated October 28, 2011, from Americas Mining Corporation to Southern Copper Corporation | |
2
|
Press Release, dated October 31, 2011 |