Date: Thu, 20 Nov 1997 22:41:58 GMT Server: Apache/1.2.4 Last-Modified: Tue, 17 Jun 1997 15:10:11 GMT ETag: "dd482-10e5-33a6a8d3" Content-Length: 4325 Accept-Ranges: bytes Connection: close Content-Type: text/html
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NEW YORK, N.Y., January 3, 1996 -- Southern Peru Copper Corporation ( SPCC ) today announced that it has accepted approximately 46.4 million labor shares of its Peruvian Branch tendered in accordance with the terms of its offer to exchange newly issued common stock for any and all of the outstanding labor shares. Based on a preliminary count, a total of approximately 43.2 million Series 1 labor shares and 3.2 million Series 2 labor shares, or 80.5% of the total labor shares outstanding, were tendered. Terms of the exchange offer required that a minimum of 50% of the outstanding labor shares be tendered for the exchange to be effective. The Company s exchange offer expired at 5:00PM EST on December 29, 1995. Goldman, Sachs & Co. acted as Dealer Managers in the transaction. In accordance with the terms of the exchange offer, the exchange of common stock for tendered labor shares will be made on the basis of one share of common stock for four Series 1 labor shares and one share of common stock for five Series 2 labor shares. The common stock will be traded on the New York Stock Exchange and the Lima Stock Exchange. The common stock will commence trading on the New York Stock Exchange on a when issued basis on Friday, January 5, 1996. Regular way trading on the New York Stock Exchange will commence on a date to be determined, following issuance and delivery of the common stock. Trading on the Lima Stock Exchange will commence on January 5, 1996, with delayed settlement pending the receipt of stock certificates. Upon issuance of the common stock tendered in exchange for labor shares and based on the preliminary count, SPCC will be owned by ASARCO Incorporated (NYSE:AR) (54.1%); a subsidiary of the Marmon Corporation (17.7%), and Phelps Dodge Overseas Capital Corporation (13.9%), each of which holds newly issued Class A common stock, and by the holders of common stock (14.3%). Ambassador Everett E. Briggs and John F. McGillicuddy have been elected to the SPCC Board of Directors to represent the holders of common stock until the next annual meeting of stockholders. Ambassador Briggs is President of the Americas Society and the Council of the Americas. Mr. McGillicuddy is a director of Chemical Banking Corporation and several other corporations and retired at the end of 1993 as Chairman of the Board and Chief Executive Officer of Chemical Banking Corporation. Ambassador Briggs and Mr. McGillicuddy will be nominated to stand for reelection to the Board of Directors at the 1996 Annual Meeting, which is to be held on or about April 25, 1996. Pursuant to the Company s By-Laws, nominations of other individuals to stand for election to the Board of Directors must comply with the procedures described therein and must be received by the Company no later than January 25, 1996. SPCC holds 100% of the outstanding common stock of its operating subsidiary, Southern Peru Limited, which, through its 96.6% owned Branch, owns and operates two mines, a smelter and a refinery in the southern region of Peru, employing approximately 5,100 people. In 1994, SPCC, through its operating subsidiary, produced from its mines 267,800 short tons of copper, 3.0 million ounces of silver and 6.1 million pounds of molybdenum. |
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