UNITED STATES DISTRICT COURT 

SOUTHERN DISTRICT OF NEW YORK 

PHILLIP NELSON BURNS, MIRJANA 

PAVKOVICH, Administrator of the Estate of 

Rade Pavkovich, Deceased, and WARREN 

ELMER HALPAP, 

 Plaintiffs, 

-againstGRUPO MEXICO, S.A. de C.V., a Mexican 

Corporation, 

Defendant. 

Case No. 1:07-CV-3496 (WHP) 

PLAINTIFFS AND ASARCO LLC’S

JOINT DISCOVERY/CASE MANAGEMENT PLAN

 Plaintiffs Phillip Nelson Burns, Mirjana Pavkovich, and Warren Elmer Halpap and 

interested party ASARCO LLC (“ASARCO”) file this Joint Discovery/Case Management Plan 

pursuant to Federal Rule of Civil Procedure 26(f) and the Order for Initial Pretrial Conference 

entered by the Court on May 16, 2007. 

 This case is related to the bankruptcy proceeding of ASARCO pending since August 

2005 before Bankruptcy Judge Richard S. Schmidt in the Southern District of Texas, and an 

adversary proceeding before United States District Judge Andrew S. Hanen of the Southern 

District of Texas, involving the same transaction and between ASARCO and Americas Mining 

Corporation (“AMC”), which is the wholly-owned subsidiary of Defendant Grupo Mexico, S.A. 

de C.V. (“Grupo Mexico”). 

 Counsel for ASARCO and counsel for Defendant Grupo Mexico conferred on May 23, 

2007, concerning a joint plan to submit to the Court. At that time, Grupo Mexico’s counsel 

stated that Grupo Mexico would not seek to remand this action and would not oppose 

Case 1:07-cv-03496-WHP Document 7 Filed 06/08/2007 Page 1 of 8
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ASARCO’s anticipated motion to substitute Plaintiffs. Accordingly, ASARCO’s counsel 

believed that the issue of whether this action was properly removed and the issue of whether 

ASARCO should be substituted for Plaintiffs were agreed. ASARCO’s counsel and Grupo 

Mexico’s counsel also discussed other issues, including all of the subjects to be considered 

pursuant to Rule 26(f) of the Federal Rules of Civil Procedure. 

 After the parties conferred and reached an agreement on a schedule to resolve the 

remaining procedural disputes concerning venue and personal jurisdiction, ASARCO sent a draft 

joint discovery/case management plan to Grupo Mexico on June 3, 2007. The parties exchanged 

revised drafts of the plan during the week of June 2, and the dates regarding the resolution of the 

procedural issues remained the same. On June 6, Grupo Mexico’s counsel agreed not to oppose 

ASARCO’s motion to amend its notice of removal. 

 At 3:12 p.m. Eastern Standard Time today—the date on which the parties’ discovery/case 

management plan must be filed pursuant to the Court’s Order for Initial Pretrial Conference—

Grupo Mexico informed ASARCO for the first time that Grupo Mexico objected to the removal 

of this proceeding, objected to ASARCO’s motion to amend its notice of removal, objected to 

ASARCO’s motion to substitute plaintiffs, and objected to the service of the state court 

complaint on Grupo Mexico. Plaintiffs and ASARCO were left with no choice but to file this 

Joint Discovery/Case Management Plan without Grupo Mexico. 

BACKGROUND

 This case involves the transfer of ASARCO’s 54.2% ownership interest in Southern Peru 

Copper Corporation, now known as Southern Copper Corporation (“SPCC”), to its parent, 

Americas Mining Corporation (“AMC”), on or about March 31, 2003. Defendant Grupo Mexico 

owned and owns AMC. At the time of the transfer of ASARCO’s 54.2% ownership interest in 

Case 1:07-cv-03496-WHP Document 7 Filed 06/08/2007 Page 2 of 8
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SPCC to AMC in 2003, ASARCO held its shares in SPCC through Southern Peru Holdings 

Corporation, one of its wholly-owned subsidiaries and which became Southern Peru Holdings, 

LLC in 2005. Southern Peru Holdings had no business other than owning the SPCC shares and 

was the alter ego of ASARCO. The substance of the transaction was a transfer of the SPCC 

stock from ASARCO to AMC. 

 On May 2, 2007, ASARCO, as debtor in possession in the bankruptcy proceeding before 

Judge Schmidt, filed a notice of removal in this Court removing the fraudulent transfer claim 

asserted against Grupo Mexico in Plaintiffs’ Seventh Claim for Relief in their First Amended 

Verified Complaint (the “State Court Amended Complaint”) from the Supreme Court of the 

State of New York, County of New York, to this Court. Plaintiffs do not oppose this removal. 

Grupo Mexico objects to the removal and wishes to file a motion to remand. 

 ASARCO wishes to file in this Court a motion for leave to amend its notice of removal to 

also remove the remaining claims relating to the transfer of ASARCO’s 54.2% ownership 

interest in SPCC to AMC asserted against Grupo Mexico in Plaintiffs’ First, Second, Third, and 

Fourth Claims for Relief in the State Court Amended Complaint and to add Southern Peru 

Holdings as a party. Plaintiffs do not oppose this motion. Grupo Mexico objects to this motion. 

 ASARCO also wishes to file in this Court a motion to substitute Plaintiffs pursuant to 

Federal Rule of Civil Procedure 25(c), made applicable to this proceeding by Federal Rule of 

Bankruptcy Procedure 7025, respectfully requesting that the Court enter an order substituting 

ASARCO for Plaintiffs. Plaintiffs do not oppose this motion. Grupo Mexico objects to this 

motion. 

 ASARCO wishes to file in this Court a motion to transfer venue pursuant to 28 

U.S.C. § 1412 and Federal Rule of Bankruptcy Procedure 7087, respectfully requesting that the 

Case 1:07-cv-03496-WHP Document 7 Filed 06/08/2007 Page 3 of 8
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Court transfer this case to the Southern District of Texas so that Grupo Mexico’s challenge to 

personal jurisdiction and objection to service can be decided and the case can be tried by Judge 

Hanen along with the pending adversary proceeding concerning the transfer of ASARCO’s 

54.2% ownership interest in SPCC to AMC. Trial is scheduled for May 2008 and discovery is 

well under way. Grupo Mexico opposes transfer of venue. 

 Grupo Mexico wishes to file a motion to dismiss challenging personal jurisdiction and 

service of process, and will ask that this Court decide those matters. ASARCO opposes Grupo 

Mexico’s jurisdictional and service challenges, and believes the challenges should be heard by 

Judge Hanen after this case is transferred to that court. 

PROPOSED DISCOVERY/CASE MANAGEMENT PLAN

 Plaintiffs and ASARCO believe that all parties continue to substantially agree on the 

schedule for the discovery/case management plan. We ask that the Court postpone all discovery, 

other than that which relates to jurisdiction, and that the Court order the agreed schedule for 

motions, briefing, and discovery stated below. In that way, the procedural motions and 

discovery can be handled expeditiously with rulings by this Court or by this Court and Judge 

Hanen. We also believe that an order covering case management is premature and unnecessary, 

except as described below. 

Rule 26(f)(1): What Changes Should Be Made in the Timing, Form, or Requirement 

 for Disclosures Under Rule 26(a)?

 The parties propose that the Court enter an order postponing indefinitely the date by 

which the parties must make initial disclosures pursuant to Rule 26(a)(1). 

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Rule 26(f)(2): On What Subjects Will Discovery Be Needed, When Should Discovery 

 Be Completed, and Should Discovery Be Conducted in Phases or Be Limited to 

 Particular Issues?

 The parties propose that the Court enter an order establishing a motions, briefing, and 

jurisdictional discovery schedule that will permit this case to be handled expeditiously as 

follows: 

• Tuesday, June 26, 2007: Deadline for Grupo Mexico to file a motion to 

remand and a motion to dismiss for lack of personal jurisdiction and for 

improper service, and for ASARCO to file a motion for leave to amend its 

notice of removal, a motion to substitute plaintiffs, and a motion to transfer 

venue. 

• Wednesday, June 27, 2007: Deadline for the parties to serve requests to 

produce documents, requests for admissions, depositions on written questions, 

and interrogatories. 

• Friday, July 8, 2007: Deadline for the parties to produce documents and 

privilege logs, and to answer requests for admissions, depositions on written 

questions, and interrogatories. 

• Friday, July 13, 2007: Deadline for the parties to take oral depositions. Oral 

depositions may be noticed on 3 days’ notice. 

• Monday, July 16, 2007: Deadline for filing responses to outstanding motions. 

• Thursday, July 19, 2007: Deadline for filing replies to outstanding motions. 

• Monday, July 23, or Tuesday, July 24, 2007: Hearing on outstanding motions. 

 If the Court is unavailable to hold a hearing on all outstanding motions on July 23 or 24, 

the parties respectfully request that the Court schedule such a hearing at an earlier date and the 

parties will conform their proposed motions, briefing, and jurisdictional discovery schedule to 

that date. 

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Rule 26(f)(3): Are There Any Issues Relating to Disclosure or Discovery of 

 Electronically Stored Information, Including the Form or Forms in Which It Should 

 Be Produced?

 The parties agree to produce electronically stored information in accordance with the 

instructions set forth in Exhibit 1. 

Rule 26(f)(4): Are There Any Issues Relating to Claims of Privilege or of Protection 

 as Trial-Preparation Material?

 The parties propose that the Court forego entering any order relating to claims of 

privilege or of protection as trial-preparation material, except as may become necessary with 

respect to the jurisdictional challenge. 

Rule 26(f)(5): What Changes Should Be Made in the Limitations on Discovery 

 Imposed Under the Federal Rules or By Local Rule, and What Other Limitations 

 Should Be Imposed?

 The parties propose that the Court enter an order allowing ASARCO and Grupo Mexico 

to each take two one-day depositions and one two-day deposition regarding jurisdiction or 

service and to further order that the parties may depose any affiant in the case. The parties 

propose that the Court forego entering any other order at this time regarding the limitations on 

discovery imposed under the Federal Rules of Civil Procedure or by local rule. 

Rule 26(f)(6): Should Any Other Orders Be Entered by the Court Under Rule 26(c) 

 or Under Rule 16(b) and (c)?

 The parties propose that the Court forego entering any other order at this time under Rule 

26(c) or Rule 16(b) and (c). 

Case 1:07-cv-03496-WHP Document 7 Filed 06/08/2007 Page 6 of 8
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Dated: June 8, 2007 Respectfully submitted, 

BAKER BOTTS L.L.P. 

/s/ G. Irvin Terrell, Jr.

G. Irvin Terrell, Jr. (GT-3459) 

Attorney-in-Charge 

Texas State Bar No. 19794500 

Samuel Cooper 

Texas State Bar No. 00792427 

Michael Massengale 

Texas State Bar No. 24003704 

Rebeca Huddle 

Texas State Bar No. 24012197 

910 Louisiana Street 

One Shell Plaza 

Houston, Texas 77002-4995 

Telephone: 713.229.1231 

Facsimile: 713.229.2831 

Email: irv.terrell@bakerbotts.com 

 samuel.cooper@bakerbotts.com 

 michael.massengale@bakerbotts.com 

 rebeca.huddle@bakerbotts.com 

and 

BAKER BOTTS L.L.P. 

Jack L. Kinzie 

Texas State Bar No. 11492130 

Fernando Rodriguez 

Texas State Bar No. 24005048 

Eric A. Söderlund 

Texas State Bar No. 24037525 

Thomas E. O’Brien 

Texas State Bar No. 24046543 

2001 Ross Avenue 

Dallas, Texas 75201-2980 

Telephone: 214.953.6500 

Facsimile: 214.661.6503 

Email: jack.kinzie@bakerbotts.com

 fernando.rodriguez@bakerbotts.com 

 eric.soderlund@bakerbotts.com 

 tom.obrien@bakerbotts.com

JORDAN, HYDEN, WOMBLE 

CULBRETH & HOLZER, P.C. 

Shelby A. Jordan 

Texas State Bar No. 11016700 

Suite 900, Bank of America 

500 North Shoreline 

Corpus Christi, Texas 78471 

Telephone: 361.884.5678 

Facsimile: 361.888.5555 

Email: sjordan@jhwclaw.com 

and 

JORDAN, HYDEN, WOMBLE 

CULBRETH & HOLZER, P.C.

Michael J. Urbis 

Texas State Bar No. 20414130 

1534 E. 6th Street, Suite 104 

Brownsville, Texas 78520 

Telephone: 956.542.1161 

Facsimile: 956.542.0051 

Email: murbis@jhwclaw.com

COUNSEL TO ASARCO LLC 

Case 1:07-cv-03496-WHP Document 7 Filed 06/08/2007 Page 7 of 8
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CERTIFICATE OF SERVICE

I certify that on June 8, 2007, the foregoing document was served via email and overnight 

delivery service on the following counsel: 

BARON & BUDD 

Alan B. Rich, Esq. 

The Centrum, Suite 1100 

3102 Oak Lawn Avenue 

Dallas, Texas 75219 

(214) 521-3605 

(214) 520-1181 (facsimile) 

arich@baronbudd.com 

ATTORNEYS FOR PLAINTIFFS 

PHILLIP NELSON BURNS, 

MIRJANA PAVKOVICH, 

and WARREN ELMER HALPAP 

MILBANK, TWEED, HADLEY & McCLOY LLP 

David R. Gelfand, Esq. 

Stacey J. Rappaport 

1 Chase Manhattan Plaza 

New York, New York 10005 

(212) 530-5000 

(212) 530-5219 (facsimile) 

dgelfand@milbank.com 

srappaport@milbank.com 

-andMILBANK, TWEED, HADLEY & McCLOY LLP 

David S. Cohen 

1850 K Street, NW 

Suite 1100 

Washington, D.C. 20006 

(202) 835-7500 

(202) 835-7586 (facsimile) 

dcohen2@milbank.com 

ATTORNEYS FOR DEFENDANT 

GRUPO MEXICO, S.A. de C.V.

 

 /s/ G. Irvin Terrell, Jr. 

 G. Irvin Terrell, Jr. 

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