SPCC commences offer to exchange common stock for 'Labor Shares' of Peruvian branch.

NEW YORK--(BUSINESS WIRE)--November 29, 1995--Southern Peru Copper Corporation ("SPCC") today announced commencement of its offer to exchange newly issued Common Stock for any and all of the outstanding Labor Shares of SPCC's Peruvian Branch.

Two series of the Labor Shares (S-1 and S-2) currently are listed and traded on the Bolsa de Valores de Lima. The exchange would be on the basis of one share of common stock for four S-1 Labor Shares and one share of common stock for five S-2 Labor Shares. The difference in exchange ratios reflects the interest of the S-1 Labor Shares in undistributed earnings of the Branch generated prior to the issuance of the S-2 Labor Shares. The Labor Shares currently represent a 17.3% nonvoting interest in the Branch of SPCC which comprises substantially all of the operations of SPCC in Peru. SPCC currently has an 82.7% interest in the Branch.

Terms of the exchange require that a minimum of 50% of the outstanding Labor Shares be tendered for the exchange to be effective. The Common Stock has been approved for listing on the New York Stock Exchange under the symbol "PCU", subject to official notice of issuance, and will be listed on the Bolsa de Valores de Lima. The exchange offer will expire at 5:00 PM EST on December 29, 1995, unless extended by SPCC.

SPCC is currently owned by ASARCO Incorporated (NYSE:AR) (63%); a subsidiary of the Marmon Corporation (20.7%), and Phelps Dodge Overseas Capital Corporation (16.3%). The current shareholders will exchange their shares for new Class A Common Stock of SPCC.

Goldman, Sachs & Co. are acting as dealer managers to SPCC in the transaction.

SPCC owns and operates two mines, a smelter and a refinery in the southern region of Peru, employing approximately 5,100 people. In 1994, SPCC produced from its mines 267,800 short tons of copper, 3.0 million ounces of silver and 6.1 million pounds of molybdenum.

A registration statement relating to these securities has been declared effective by the Securities and Exchange Commission. Registration of these securities in Peru has also been authorized by the CONASEV. This press release shall not constitute an offer to sell or the solicitation of an offer to buy such securities nor shall there be any sale of these securities in any State or country in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State or country.

CONTACT: ASARCO Incorporated

Jerry W. Cooper, Corporate Communications

212/510-1810