Sec Form 13D Filing - GRUPO MINERO MEXICO INTERNACIONAL SA DE CV filing for SOUTHERN COPPER CORP (SCCO) - 2005-04-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Grupo México, S.A. de C.V. (“Grupo México”), Grupo Minero México Internacional, S.A. de C.V. (“GMMI”), Americas Mining Corporation (“AMC”), and SPHC II Incorporated (“SPHC II”), (collectively, Grupo México, GMMI, AMC, and SPHC II, 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, on July 16, 2001, on February 11, 2003, on March 31, 2003, October 25, 2004, November 1, 2004 and on December 23, 2004 (collectively with this Amendment No. 11, 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 (the “Common Stock”), $0.01 par value per share and Class A Common Stock (the “Class A Common Stock”) of the Company, $0.01 par value per share (collectively, the “Company Common Stock").

Item 3.

Source and Amount of Funds or Other Consideration

On April 1, 2005, AMC received 67,207,640 shares of Common Stock in exchange for its wholly-owned subsidiary’s 99.1463% interest in Minera Mexico, S.A. de C.V. (MM).  The issuance was completed pursuant to the Agreement and Plan of Merger dated as of October 21, 2004 and previously described in Amendment No. 8 to this Schedule 13D.

Item 4.

Purpose of Transaction

Item 4 is hereby amended and supplemented by adding the following:

On April 4, 2005, AMC became a party to the Registration Rights Agreement dated as of March 31, 2005 by and between Cerro Trading Company, Inc., SPC Investors, L.L.C., Phelps Dodge Corporation, Phelps Dodge Overseas Capital Corporation, Climax Molybdenum B.V., the Company and AMC (the “Registration Rights Agreement”) pursuant to which AMC agreed: (i) to cause SPHC II to convert, on the effective date of the registration statement contemplated by the Registration Rights Agreement, all of its Class A Common Stock, in accordance with Sections 4.9(b) and 4.9(c) of the Restated Certificate of Incorporation of the Company into an equal number of fully paid and non-assessable shares of Common Stock; and (ii) not to sell, and to use its reasonable best efforts to prevent any of its affiliates from selling, any shares of Common Stock or other equity securities or any securities convertible into or exchangeable or exercisable for such securities (including Common Stock issuable upon the sale or conversion of the Class A Common Stock) during the Initial Six-Month Period, as defined in the Registration Rights Agreement, or in the event that the Initial Six-Month Period does not commence on or prior to December 1, 2005, before December 1, 2005.  The foregoing description is qualified in its entirety by reference to the Registration Rights Agreement attached hereto as Exhibit 1 and incorporated herein by reference.

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, GMMI, and AMC may each be deemed to beneficially

own the 67,207,640 shares of Common Stock and the 43,348,949 shares of Class A Common Stock constituting 75.1% of the total Company Common Stock (assuming conversion of all outstanding shares of Class A Common Stock into Common Stock on a one-to-one basis) based on a total of 147,225,425 shares of Company Common Stock outstanding (assuming conversion of all outstanding shares of Class A Common Stock into Common Stock on a one-to-one basis), determined by adding the 67,207,640 shares of Common Stock issued to AMC on April 1, 2005 to the 80,017,785 shares of Company Common Stock outstanding according to the Company’s Proxy Statement filed on March 28, 2005.

Grupo México, GMMI, and AMC each have the sole power to vote or direct the vote of 0 Shares; have the shared power to vote or direct the vote of 67,207,640 shares of Company Common Stock and 43,348,9 49 of Class A Common Stock; have the sole power to dispose or direct the disposition of 0 Shares; and have the shared power to dispose or direct the disposition of 67,207,640 shares of Company Common Stock and 43,348,949 of Class A Common Stock.

As of the date hereof, SPHC II beneficially owns 43,348,949 shares of Class A Common Stock, constituting 29.4% of the outstanding Common Stock (assuming conversion of all outstanding shares of Class A Common Stock into Common Stock on a one-to-one basis) based on a total of 147,225,425 shares of Company Common Stock outstanding (assuming conversion of all outstanding shares of Class A Common Stock into Common Stock on a one-to-one basis), determined by adding the 67,207,640 shares of Common Stock issued on April 1, 2005 to the 80,017,785 shares of Company Common Stock outstanding according to the Company’s Proxy Statement filed on March 28, 2005.

SPHC II has the sole power to vote or direct the vote of 0 shares and the shared power with Grupo México, GMMI and AMC, to vote or direct the vote of 43,348,949 of Class A Common Stock; has the sole power to dispose or direct the disposition of 0 shares; and has the shared power with Grupo México, GMMI and AMC, to dispose or direct the disposition of 43,348,949 shares of Class A Common Stock.

(c) The information set forth in Item 3 contains the information regarding transactions during the past 60 days by the Reporting Persons.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The response to Item 4 is incorporated herein by reference in its entirety.

Item 7.

Material to Be Filed as Exhibits

Exhibit No.

Title

1

Registration Rights Agreement, dated as of March 31, 2005 made and entered into by and between Cerro Trading Company, Inc., SPC Investors, L.L.C., Phelps Dodge Corporation, Phelps Dodge Overseas Capital Corporation, Climax Molybdenum B.V., Southern Peru Copper Corporation and Americas Mining Corporation.

GRUPO MÉXICO, S.A. DE C.V.

/s/ Armando Ortega Gómez

Name:  Armando Ortega Gómez

Title:  General Counsel

GRUPO MINERO MÉXICO
INTERNATIONAL, S.A. DE C.V.

/s/ Armando Ortega Gómez

Name:  Armando Ortega Gómez

Title:  Attorney-in-fact

AMERICAS MINING CORPORATION

/s/ J. Armando Ortega Gómez

Name:  Armando Ortega Gómez

Title:  Secretary

SPHC II INCORPORATED

/s/ Ernesto Durán Trinidad

Name:  Ernesto Durán Trinidad

Title:  Comptroller