TCRLA_Public/021118.mbx        T R O U B L E D   C O M P A N Y   R E P O R T E R

                   L A T I N   A M E R I C A

           Monday, November 18, 2002, Vol. 3, Issue 228

                           Headlines


A R G E N T I N A

BNL: S&P Withdraws Ratings
IRSA: Financial Results Indicate Slowly Recovering Economy
LIBERTY MEDIA: Provides 3Q Supplemental Financial Info
TELEFONICA DE ARGENTINA: Parent Co. 3Q02 Results Improve
* Argentina Defaults on $805M World Bank Loan


B E R M U D A

SEA CONTAINERS: Selling Orient-Express Shares To Pay Debt
TRENWICK GROUP: Gets Temporary Reprieve From LOC Providers
TRENWICK GROUP: A.M. Best Cuts Financial Strength; Debt Ratings


B R A Z I L

AES SUL: Seeks 1-Year Grace Period on December 1 Debentures
CEMIG: To Appeal Aneel Fine
CEMIG: Postpones Disclosure of 3Q02 Results
ELETRONET: Releases Dismal 3Q02 Financial Results
ELETROPAULO METROPOLITANA: Currency Devaluation Makes Net Loss

TELEMAR: Appoints New Chairman
* S&P Predicts Resurgence In Brazilian Securitization Market


C H I L E

MADECO: Operating Reductions Widen 3Q02 Net Loss
MADECO: Shareholders Approve Planned Equity Issue


M E X I C O

BITAL: Board Approves HSBC's $1B Takeover
NII HOLDINGS: Announces Strong Third Quarter 2002 Results


T R I N I D A D   &   T O B A G O

BWIA: Restructuring Includes Meal Alterations
BWIA: ILFC Extends Lease Concssions to Troubled Client


     - - - - - - - - - -


=================
A R G E N T I N A
=================

BNL: S&P Withdraws Ratings
--------------------------
Standard & Poor's Ratings Services said Thursday that it has
withdrawn its 'SD' counterparty credit rating on Argentina-based
Banca Nazionale del Lavoro S.A. (BNL). "As was the case with all
Argentine banks, the ratings on BNL had been placed in 'SD'
following the government's decision to impose restrictions on
deposit withdrawals last December," said credit analyst Gabriel
Caracciolo.

ANALYST:  Gabriel Caracciolo, Buenos Aires (54) 114-891-2100


IRSA: Financial Results Indicate Slowly Recovering Economy
-----------------------------------------------------------
Inversiones y Representaciones SA (IRSA), one of Argentina's
largest real estate developers, returned to black in the first
quarter of the fiscal year ended Sep. 30, 2002, a sign that the
economy is gradually improving. According to Dow Jones Newswires,
IRSA registered net income of ARS67.6 million (US$1=ARS3.555) in
the first quarter of the fiscal year 2002 against a loss ARS87.7
million in the same period last year.

Earnings for the first quarter included a gain of ARS80.6 million
from the cost of servicing debt. The gain stemmed from the
increase in the value of the peso since, on Sept. 30, the debt
load - most of which is in dollars - was worth less in peso terms
than three months earlier.

However, after the Company's net worth fell 41% from ARS998
million Sept. 30, 2001, to ARS588.2 million a year later, the
Company's debt now accounts for 156.4% of its net worth against
51.1% a year ago.

IRSA has completed renegotiating much of its debt and became the
first major Argentine business to return to capital markets in
October, when it announced the sale of US$100 million of five-
year convertible bonds.

CONTACT:  Irsa Inversiones y Representaciones SA
          Head Office
          Piso1
          Bolivar 108
          Buenos Aires
          Argentina C1066AAD
          Tel  +54 11 4323 7555
          Fax  +54 11 4323 7597
          Web  http://www.irsa.com.ar/
          Contacts:
          Eduardo Sergio Elsztain, Executive Chairman
          M. Marcelo Mindlin, Executive Vice Chairman
          Atty Saul Zang, Vice Chairman


LIBERTY MEDIA: Provides 3Q Supplemental Financial Info
------------------------------------------------------
On November 14, 2002, Liberty (NYSE: L, LMC.B) filed its Form 10-
Q with the Securities and Exchange Commission for the quarter
ended September 30, 2002. The following release is being provided
to supplement the information provided to investors in Liberty's
Form 10-Q as filed with the SEC. This information is not meant to
serve as a release of financial results for Liberty. For
information regarding Liberty's financial results, investors
should refer to Liberty's financial statements included in its
Form 10-Q.

Liberty owns interests in a broad range of video programming,
broadband distribution, interactive technology services and
communications businesses. Liberty and its affiliated companies
operate in the United States, Europe, South America and Asia with
some of the world's most recognized and respected brands.

As a supplement to Liberty's consolidated statements of
operations, the following is a presentation of financial
information for certain of Liberty's privately held assets
including:

* Starz Encore Group LLC, a consolidated, non-publicly traded
subsidiary of Liberty; and

* Discovery Communications, Inc. ("DCI" or "Discovery"); QVC,
Inc.;
Jupiter Telecommunications Co., Ltd. ("J-COM"); and Jupiter
Programming
Co., Ltd. ("JPC"), each a non-publicly traded equity affiliate of
Liberty.

NOTE: The following selected unaudited financial information was
not prepared in accordance with generally accepted accounting
principles ("GAAP") and is intended solely to provide additional
information to investors. This information should be reviewed in
conjunction with Liberty's consolidated financial statements
included in Liberty's Form 10-Q for the quarter ended September
30, 2002. Liberty's economic interest in its equity affiliates
does not necessarily represent control of such entities.
Accordingly, Liberty could not, among other things, cause any
non-controlled affiliate to distribute to Liberty its attributed
share of the revenue or earnings of such affiliate. Liberty
utilizes revenue and operating cash flow, as defined by Liberty,
for purposes of making decisions about allocating resources to
its affiliates and assessing their performance. Operating cash
flow should not be considered a replacement for net income, cash
flows or any other measure of performance or liquidity under GAAP
or as an indicator of a company's operating performance.

The following tables and comments compare financial information
for the three months ended September 30, 2002 to the same period
for 2001. Operating expense, as used in the following tables,
consists of operating, selling, general and administrative
expenses and excludes stock compensation and other charges taken
into account in determining operating income. Operating cash
flow, as defined by Liberty, represents revenue less operating
expense.

STARZ ENCORE GROUP LLC

Liberty owned 100% of Starz Encore at September 30, 2002. The
principal services of Starz Encore are the STARZ!, Encore and
Thematic Multiplex premium movie services.

                                          Starz Encore
                                    Summary Financial Information

                                      Q302                 Q301
                                          Amounts in millions

Revenue                               $243                  217
Operating Expense                      144                  126
Operating Cash Fl                      $99                   91

Outstanding Debt                      $420                  480

Total Subscription Units             133.6                107.1


* Starz Encore revenue and operating cash flow increased by 12%
and 9%, respectively.  Operating expense increased by 14%.  Total
subscription units increased by 25% due to a 10% increase in
STARZ! units and a 30% increase in Encore/Thematic Multiplex
units.

* The increase in revenue was due to increases in subscription
units from all forms of distribution, including 34% growth in
cable units and 14% growth in DBS units.  Subscription units grew
at a faster rate than revenue primarily due to the larger
increase in units of Thematic Multiplex channels, which have
lower subscription fee rates than other Starz Encore channels.

* The increase in operating expense was primarily due to an
increase in spending related to affiliate marketing efforts.  The
increase in operating expense also included a $3 million write-
off of development costs for the discontinued operations of Starz
Original Pictures.

* Starz Encore reduced its outstanding bank debt by $60 million
compared to September 30, 2001.

Starz Encore - FY '02 Guidance Revised Upward

The following estimates assume primarily, among other factors,
continued growth in total subscription units for the remainder of
2002 with a product mix consistent with that experienced in the
first nine months of 2002.

Starz Encore's revenue and operating cash flow are expected to
increase approximately as follows:

-  FY '02 vs. '01:  revenue by 10 - 11% and operating cash flow
by approximately 17%.

DISCOVERY COMMUNICATIONS, INC.

Liberty owned approximately 50% of DCI as of September 30, 2002.
The results below for the third quarter of 2001 have been
adjusted for comparative purposes only to conform with the 2002
presentation methodology per EITF 01-9. EITF 01-9 requires
certain expenses to be reclassified as offsets to revenue
beginning January 1, 2002. The information presented below
reflects DCI's attributed economic interest in its assets, except
as stated in the notes to this section.

During the third quarter of 2002, DCI continued its strong
execution in a challenging global environment. Total operating
cash flow doubled, driven by a gross advertising revenue increase
of 28% and a gross affiliate revenue increase of 13%. Operating
expenses increased by 3%.

The company continued to grow its businesses and improve its
financial position. DCI's affiliated networks now reach more than
810 million cumulative subscribers. Individually, Discovery
Networks Europe surpassed the 100 million subscriber milestone
and Animal Planet passed the 80 million subscriber level in the
United States.

                               Discovery Communications, Inc.
                               Summary Financial Information

                                         EITF 01-9 Adjusted
                                    Q3 02                 Q3 01
                                        amounts in millions
Revenue:
  Discovery Networks U.S.           $272                    223
  Discovery Networks International    93                     79
  International Ventures              23                     25
  Consumer Products & Other*          20                     33
  Total Revenue                      408                    360

  Operating Expense:
  Discovery Networks U.S.            179                    156
  Discovery Networks International    78                     74
  International Ventures              32                     35
  Consumer Products & Other*          41                     56
  Total Operating Expense            330                    321

  Operating Cash Flow (Deficit):
  Discovery Networks U.S.             93                     67
  Discovery Networks International    15                      5
  International Ventures              (9)                   (10)
  Consumer Products & Other*         (21)                   (23)
  Total Operating Cash Flow          $78                     39

  Outstanding Debt                $2,402                  2,342


* Includes all Intercompany Eliminations.

DCI - Discovery Networks U.S.: Discovery Channel, TLC, Animal
Planet, Travel Channel, Discovery Health Channel, Discovery Kids
Channel, BBC-America Representation, The Science Channel,
Discovery Civilization Channel, Discovery Home & Leisure Channel,
Discovery Wings Channel, Discovery en Espanol and online
initiatives.

* Discovery Networks U.S. revenue increased by 22% due to
increases in both affiliate and advertising revenue.  Operating
cash flow increased by 39% to $93 million.

* Net advertising revenues increased 23% for the quarter as all
of the networks generated strong double digit percentage gains.
These increases were driven by a 9% increase in combined total
day audience delivery and very strong increases in advertising
inventory sell-out.

* Net affiliate revenues increased 19% as aggregate subscribers
increased by 20%.  These revenues are net of launch support
amortization and other items of $35 million and $33 million for
the quarters ended September 30, 2002 and 2001, respectively.
The more established U.S. networks, such as Discovery Channel,
TLC, Animal Planet and Travel Channel continued to grow affiliate
fees at rates greater than inflation.  Subscription units grew at
a faster rate than revenue primarily due to a disproportionate
increase in subscribers from more recently launched networks
where the majority of the subscribers are currently in a free
contract period.

* Operating expenses increased $23 million or 15% due to an
increase in S,G&A expenses of 17% and an increase in programming
costs of 6%. Approximately one-half of the increase in S,G&A
expenses was due to increased sales overhead costs resulting from
favorable advertising and affiliate sales.

DCI - Discovery Networks International: Discovery Channels in
Europe, Latin America, Asia, India, Germany, Italy/Africa,
Canada, Japan and Kids-Latin America, Travel & Adventure-Latin
America, Health-Latin America, Showcase Latin America, Discovery
Home & Leisure Europe, Travel & Adventure Asia, Animal Planet-
United Kingdom and Health Channel-United Kingdom.

* Discovery Networks International overall revenue increased by
18% due to increases in both affiliate and advertising revenue.
Operating cash flow tripled from $5 million to $15 million.

* Net advertising revenue increased 66% driven by a combined 78%
increase at Discovery Europe and Discovery Home & Leisure Europe
resulting from strong audience delivery growth.

* Affiliate revenues increased by 7% driven by subscriber growth
of 26%. Subscription units grew at a faster rate than revenue
primarily due to a disproportionate increase in subscribers of
recently launched networks and certain networks in Asia where the
majority are currently in a free contract period or have lower
subscription fee rates than other International channels.
Affiliate revenue growth was also affected by a decline in
affiliate revenue in Latin America primarily due to the regional
economic conditions, despite a 10% increase in subscribers in the
region.  Discovery Networks International now reach over 240
million cumulative subscribing households.

* Operating expenses increased by 5% primarily due to increased
bad debt reserves resulting from the continued currency
devaluation in Latin America.

DCI - International Ventures: BBC/DCI Joint Venture Networks
(including Animal Planet Networks in Europe, Asia, Latin America,
Canada, Japan, Germany, People + Arts Latin America and joint
venture programming), Discovery Germany and Discovery Japan.

* Revenue decreased by 8% while the operating cash flow deficit
improved by $1 million or 10% from $10 million to $9 million.
The revenue decrease was primarily due to a decrease in
programming sales which was partially offset by a 12% increase in
affiliate revenue driven by an 18% increase in subscribers.  The
improvement in the operating cash flow deficit was due to
aggressive cost containment in response to the revenue
shortfalls.

DCI - Consumer Products: The principal components of Discovery
Consumer Products include a proprietary retail business comprised
of a nationwide chain of 166 Discovery Channel stores, mail-order
catalogs, an on-line shopping site, a global licensing and
strategic partnerships business, and a supplementary education
business reaching over 35 million students and 80,000 classrooms
in the U.S.

* DCI continues to implement an integrated retail strategy that
presents a more direct connection to Discovery's networks and a
more tightly developed merchandise mix.  The process of
implementing this new strategy requires the discontinuation of
certain low margin inventory and the introduction of higher
margin, more targeted inventory.  The improvement in the
operating cash flow deficit of $2 million was due to a 9% decline
in store operating costs and other overhead partially offset by a
15% decrease in gross margin resulting from sales of discontinued
merchandise.

DCI - Outstanding Debt: DCI's outstanding debt (including capital
leases, letters of credit, and other notes payable) increased by
$60 million compared to September 30, 2001. The increase was
primarily due to additional borrowings for the acquisition and
funding of start-up businesses including, Discovery Health and
the Health Network, debt service costs and payments made in
support of the launch of Animal Planet, Travel Channel and
Digital Networks.

DCI - FY '02 Guidance Revised

The following estimates assume primarily, among other factors,
continued improvement in the domestic advertising sales market,
continued deterioration of certain Latin American economies
(specifically Argentina), growth in international distribution,
economic uncertainty and potential impact on the retail
environment and ongoing cost control measures.

The following revisions were made to DCI guidance: Discovery
Networks U.S. guidance was revised upward due to the strong gains
experienced in the domestic advertising market; Discovery
Networks International guidance was directed towards the low end
of previous guidance due to continued weakness in Latin America;
and DCI aggregate attributed guidance remains unchanged due to
the uncertainty surrounding performance of the consumer products
division in the fourth quarter.

For full year 2002 versus 2001 (adjusted for EITF
reclassification), DCI operating results are expected to increase
as follows:

Discovery Networks U.S. revenue and operating cash flow are
expected to increase approximately as follows:

- FY '02 vs. '01:  revenue by approximately 10% and operating
cash flow by approximately 15% Discovery Networks International
revenue and operating cash flow are expected to increase
approximately as follows:

- FY '02 vs. '01:  revenue by approximately 10% and operating
cash flow by 125 - 135% DCI aggregate attributed revenue and
operating cash flow are expected to increase as follows:

- FY '02 vs. '01:  revenue by high single digits and operating
cash flow by approximately 40%.

Notes:

BBC/DCI Joint Venture

The equity in the assets of the British Broadcasting
Corporation/DCI joint venture is predominantly held 50/50 by DCI
and BBC. Exceptions involve participants related to the local
market in which a specific network operates. DCI accounts for its
interest in the BBC/DCI joint venture as an equity method
investment, recording results as part of International Ventures.
Until such assets reach breakeven (including the recoupment of
prior losses) 100% of the economic interest will be attributed to
DCI. After breakeven, the economic interests will match the
equity interests.

Other Joint Ventures: Discovery Civilization, Discovery Health
Channel, Animal Planet (US)

DCI owns a 50% interest in Discovery Civilization Channel, a 72%
interest in The Health Channel and a 60% interest in Animal
Planet (US). These ventures are controlled by DCI and therefore
DCI records 100% of the revenues and operating cash flows
(deficits) of the ventures as part of Domestic Networks. Due to
certain contractual redemption rights of the outside partners in
the ventures, no losses of these ventures are allocated to the
outside partners. While such redemption rights are outstanding,
the Company will adjust the outside partners' interests to
reflect the redemption provisions. Upon expiration of these
rights, the economic interests will approximate the equity
interests.

QVC, INC.

Liberty owned approximately 42% of QVC as of September 30, 2002.
The following table includes financial information for QVC as
reported in Comcast Corporation's October 28, 2002 press release.
Please see such press release for additional information.

                                               QVC
                                 Summary Financial Information

                                 Q3 02                 Q3 01
                                     amounts in millions
Revenue:
  Domestic & iQVC                $840                     773
  United Kingdom                   69                      59
  Germany & Other                 103                      63
  Total Revenue                 1,012                     895

Operating Expense:
  Domestic & iQVC                 660                     615
  United Kingdom                   64                      55
  Germany & Other                 103                      71
  Total Operating Expense         827                     741

Operating Cash Flow (Deficit):
  Domestic & iQVC                 180                     158
  United Kingdom                    5                       4
  Germany & Other                 --                       (8)
  Total Operating Cash Flow      $185                     154
  Outstanding Debt                $94                     358

* QVC's revenue and operating cash flow increased by 13% and 20%,
respectively.  QVC's domestic TV and Internet retailing
businesses reported revenue growth of 9%, operating cash flow
growth of 14%, higher gross margins and higher operating cash
flow margins.  Domestic gross margins increased from 36.1% to
36.6% and operating margins increased from 20.4% to 21.4% as the
company continued to realize operating efficiencies.

* QVC's results demonstrate the strength of its position as a
leading global electronic retailer.  QVC's domestic business
reported solid results and its international operations added to
its growth.  Each of QVC's operations in the UK, Germany and
Japan generated double-digit revenue and operating cash flow
growth.  QVC's operations in Germany and Japan are now at break-
even.

* QVC's outstanding debt decreased by $264 million as a result of
repayments out of cash flow.

JUPITER TELECOMMUNICATIONS CO., LTD.

JUPITER PROGRAMMING CO., LTD.

Liberty owned 36% of J-COM and 50% of JPC at September 30, 2002.
The following table reflects 100% of each affiliate's
consolidated U.S. GAAP results which are reported in Japanese Yen
and are translated into U.S. Dollars at a convenience exchange
rate of 121.74 (exchange rate at September 30, 2002).

                                            J-COM
                               Summary Financial Information

                               Q3 02                   Q3 01
                                    amounts in millions
                             Yen    US $             Yen    US $

Revenue                    29,777    245           20,181    166
Operating Expense          22,264    183           18,094    149
Operating Cash Flow         7,513     62            2,087     17

Outstanding Debt(1)       211,274  1,735          205,763  1,690

Managed Subscriber Data (000's):
     Cable                         1,374                   1,097
     High Speed Data                 463                     274
     Telephony                       300                     137
     Homes Receiving Service(2)    1,524                   1,186

(1)  Excludes shareholder debt.
(2) Represents the number of households subscribing to at least
one JCOM broadband service.


                                             JPC
                                 Summary Financial Information

                                  Q3 02                 Q3 01
                                       amounts in millions
                                Yen   US $            Yen    US $

Revenue                       8,839    72            6,238    51
Operating Expense             7,725    63            5,742    47
Operating Cash Flow           1,114     9              496     4

Outstanding Debt              4,948    41            5,357    44

Cumulative Subscribers (3)           33.0                   24.2

(3) Includes subscribers at all consolidated and equity owned JPC
channels, stated in millions. Shop Channel subscribers are stated
on a full-time equivalent basis.

J-COM: J-COM is Japan's largest multiple system operator (MSO)
based on the number of customers served. J-COM and its
subsidiaries provide cable television, high-speed Internet access
and telephony services in Japan. Managed subscriber data includes
all consolidated subsidiaries as well as two equity affiliates
that are managed by J-COM.

* Revenue at J-COM increased 48% due to increased cable
distribution and substantial growth in telephony and Internet
revenue.  Managed cable subscribers increased 25%, Internet
services subscribers increased 69% and telephony subscribers
increased 119%.  Average revenue per household receiving at least
one service ("ARPH") increased 7% to 6,130 Yen or $50.

* Operating cash flow at J-COM increased 260% to 7,513 million
Yen due to the revenue increases combined with margin
improvements associated with increased scale.

* J-COM served more than 1.5 million homes at September 30, 2002,
an increase of 28%, and services per household rose to 1.4.
Penetration of homes taking at least one service has increased
from 21.8% to 26.4%.

* Approximately 33% of J-COM's managed homes subscribe to more
than one service which translates into approximately 500,000
homes with multiple services.  The triple play service option is
also making strong headway with 8% of J-COM's homes subscribing
to the service.

JPC: JPC is the largest multi-channel television programming and
content provider in Japan based upon the number of subscribers
receiving the channels. JPC currently owns and operates, or
invests in, 14 channels.

* JPC's revenue increased 42% due to 35% growth in JPC's shopping
channel revenue.  JPC's other consolidated channel offerings also
experienced strong growth with increases at CSN (JPC's movie
channel), Golf Network and LaLa TV (JPC's women's channel) of
22%, 27% and 163%, respectively. Subscribers grew by 28% at Shop
Channel, 23% at CSN, 19% at Golf Network and 223% at LaLa TV.

* JPC's operating cash flow increased 125% to 1,114 million Yen
from 496 million Yen.  The increase in operating cash flow was
due to the revenue increases offset by increased programming and
general and administrative expenses

* JPC's consolidated revenue and cash flow results exclude the
results of operations from unconsolidated investees such as
Discovery Japan, J-Sky Sports (three-channel sports multiplex),
Animal Planet and five other channels in which JPC holds a
minority stake.  These channels also experienced robust growth in
distribution with Discovery Japan, J-Sky Sports and Animal Planet
showing 33%, 31%, and 41% increases in subscribers, respectively.

                                     Liberty Media Corporation
                                          Cash and Debt
                                          (unaudited)

                               09/30/02                 06/30/02
                                      amounts in millions
Cash and Cash Related Investments:
  Liberty Corporate Cash        $1,603                  $1,871
  Corporate Short-term Investments  71                     107
  Corporate Long-term Marketable
    Securities(1)                  265                     356
     Total Corporate Cash and Liquid
      Investments                1,939                   2,334
  Cash of Subsidiaries(2)          277                     104
  Total Cash and Liquid
    Investments                  2,216                   2,438
  Less:  Short and Long-term
           Securities             (368)                   (463)
  Consolidated Cash
    Balance (GAAP)              $1,848                   1,975

  Debt:
   Senior Notes and
     Debentures(3)               2,488                   2,488
   Senior Exchangeable
     Debentures(4)               3,096                   3,096
   Bank Debt                       475                     550
    Total Corporate Debt         6,059                   6,134
Debt of Subsidiaries            1,375                   1,406
Total Corporate and
   Subsidiary Debt               7,434                   7,540
Less:  Unamortized Discount
        Attributable to Call Option
         Obligation             (2,233)                 (2,235)
        Unamortized Discount       (19)                    (19)
Consolidated Debt
  Balance (GAAP)                $5,182                   5,286

(1) Represents long-term liquid cash equivalents which are
included in investments in available-for-sale securities and
other in Liberty's consolidated balance sheet.
(2) Includes $32 million of short-term securities held by
subsidiaries. (3) Represents face amount of Senior Notes and
Debentures with no reduction for the unamortized issue discount
of $19. (4) Represents face amount of Senior Exchangeable
Debentures, with no reduction for the unamortized discount
attributable to the embedded call option obligation in the amount
of $2,233.

Liberty's Total Corporate Cash and Liquid Investments decreased
by $395 million and Total Corporate Debt decreased by $75 million
compared to June 30, 2002. The decrease in corporate cash was
primarily due to corporate bank debt repayments, interest
payments on corporate debt, the purchase of Telewest bonds and
the purchase of OpenTV and Wink Communications common stock. In
October 2002, Liberty received $101 million of proceeds from the
sale of Wink Communications to OpenTV.

SUMMARY OF LIBERTY'S OWNERSHIP OF SIGNIFICANT PUBLIC ASSETS

                 Shares Held 9/30/02   Share Price    Market
                                                       Value

Ticker Symbol      (in millions) (1)   11/13/02     (in millions)
NWS.A                   232.0          $20.72         $4,807.0
AOL                     171.2           15.22          2,605.4
USAI                     89.7           25.80          2,314.3
MOT (2)                  83.9            8.75            734.1
PCS (3)                 192.0            4.21            808.5
VIA.B (4)                15.2           44.54            676.2
UCOMA                   307.0            2.18            669.3
V (5)                    37.4           12.02            449.5
CD                       26.4           11.66            307.8
IDT                      10.3           15.71            161.8
LSTTA / LSTTB (6)        39.3            2.70            106.0
CJR                       7.1           12.32             87.8
LWIRA (7)                47.7            1.11             52.9
CRWN                      9.4            3.82             36.0
OPTV                     32.8            1.38             45.3
Other                                                    175.4
                                                     $14,037.3
Impact of Underlying Collars (8)                       5,015.0
                                                     $19,052.3

(1) Represents common share equivalents, assuming all applicable
conversions and exchanges, unless otherwise noted.

(2) Includes 22.1 million shares underlying Liberty's 3.5% Senior
Exchangeable Debentures due 2031, which have an initial exchange
price of $27.16 per Motorola share.

(3) Excludes 12.6 million warrants exercisable at $12.01 per
share that expire November 13, 2003 and preferred convertible
shares (face amount $123 million) that convert into 8.0 million
common shares. Includes 19.9 million shares underlying Liberty's
4% Senior Exchangeable Debentures due 2029, which have an initial
exchange price of $43.58 per Sprint PCS Group share. Includes
13.6 million shares underlying Liberty's 3.75% Exchangeables due
2030, which have an initial exchange price of $59.61 per Sprint
PCS Group share.

(4) Includes 15.2 million shares underlying Liberty's 3.25%
Senior Exchangeable Debentures due 2031, which have an initial
exchange price of $53.86 per VIA.B share.

(5) Liberty owns 37.4 million ordinary shares of Vivendi
Universal S.A. which is the equivalent of 37.4 million ADS's.

(6) Excludes $150 million face amount of nonconvertible preferred
stock of LSAT and $150 million face amount of convertible
preferred stock, convertible at a price of $88.40.

(7) Represents Class B shares which carry ten votes to each Class
A vote. Excludes $220.3 million drawn amount of Liberty Livewire
Corporation's Convertible Debt Facility, of which $206.2 million
is convertible at $10 per share, $8.8 million is convertible at
$3.50 per share and $5.3 million is convertible at $1.94 per
share.

(8) Represents the total intrinsic difference between the hedged
and market value of the underlying securities. Hedged values are
calculated by multiplying the put price of the respective hedge
instruments (which include cashless collars, put spread collars
and narrow band collars) by the number of shares underlying the
hedge instruments. The effect of put spread collars is then
subtracted from this amount to calculate net impact of underlying
collars.

Outstanding Shares

At September 30, 2002, there were approximately 2.585 billion
outstanding shares of L and LMC.B and 76 million shares of L and
LMC.B reserved for issuance pursuant to warrants and employee
stock options. At November 13, 2002, the majority of the options
to purchase L and LMC.B shares had a strike price that was higher
than the closing stock price implying that such options are anti-
dilutive. However, if these options as well as all other warrants
and options to purchase L and LMC.B shares were exercised it
would result in aggregate proceeds of approximately $912 million.

OTHER EVENTS:

Liberty Media Commences Rights Offering

On November 4, 2002, Liberty Media distributed to holders of
record as of the close of business on October 31, 2002, of
Liberty Media Series A and Series B common stock 0.04
transferable subscription rights for each share of Series A
common stock and each share of Series B common stock held. Each
whole right will entitle the holder to purchase one share of
Series A common stock at a subscription price of $6.00 per share.
Each whole right will also entitle the holder to subscribe, at
the same subscription price, for additional shares of Liberty
Media's Series A common stock, subject to applicable proration.
The rights offering will expire at 5:00 p.m., New York City time,
on December 2, 2002, unless extended by Liberty Media. The
transferable subscription rights are listed on the New York Stock
Exchange under the symbol LMC.RT

Interactive Television Transactions

On August 22, 2002, Liberty Broadband Interactive Technology,
Inc. (LBIT), a subsidiary of Liberty Media, completed its
previously announced acquisition of Wink Communications, Inc. for
approximately $100 million in cash. On August 27, 2002, Liberty
completed its previously announced acquisition of a controlling
interest (approximately 38% ownership interest and 85% voting
interest) in OpenTV Corp. for 15.4 million shares of Liberty
Series A common stock and $29.2 million of net cash. Together
with previously held interests Liberty owns an approximate 41%
ownership interest and 86% voting interest in OpenTV. The
controlling interest in OpenTV is managed by LBIT. On October 4,
2002, OpenTV acquired Wink from LBIT for approximately $101
million in cash. On September 26, 2002, OpenTV announced that it
had agreed to acquire ACTV, Inc. in a stock for stock merger.

CONTACT:  Liberty Media Corporation
          Mike Erickson
          +1-877-772-1518
         URL:
http://www.libertymedia.com/investor--relations/default.htm

http://www.libertymedia.com




TELEFONICA DE ARGENTINA: Parent Co. 3Q02 Results Improve
--------------------------------------------------------
The Telefonica Group obtained net income of 538.1 million euros
in the third quarter of 2002, representing a 21.6% gain over the
same period of 2001. This favorable evolution of the company's
results is shown in different items of the operating account:
generation of free cash flow up 44% over the last nine months;
reduction of the debt level for the sixth consecutive quarter; a
41.6% EBITDA margin, the highest level reached during the year;
and 6 million more customers compared to the first nine months of
2001.

This situation allowed the company to reduce first-half losses by
9.65%. Third quarter losses totaled 5,036.1 million euros, in
comparison with the losses of 5,574.2 million euros recorded last
June. These losses are a consequence of the decision, adopted by
the company's Board of Directors last July, to write down assets
to cover investments made for the acquisition of third-generation
mobile licenses in Europe, and Mediaways in Germany. Excluding
all of the extraordinary results, net of their fiscal effects,
and the effect of Argentina, the consolidated net income during
the first nine months of the year would have been 1,509.3 million
euros.

The Company believes these results demonstrate Telefonica's
ability to generate positive results in adverse circumstances, as
well as the cost control measures applied by the company and the
efficiencies attained in all business lines of the Group.

Improvement of operating efficiencies, as well as strict control
of expenses and capex, meant that growth in cash flow generation,
calculated as EBITDA-CAPEX, for the January-September 2002
period, has reached 6,425.2 million euros, up 44.3% from the same
period last year.

The level of net debt narrowed to 24,575 million euros at the end
of September. This is 1,213.8 million euros less than at the end
of the first half, and 4,366.6 million euros less compared to the
debt registered at the end of the 2001 period (28,941.6 million
euros). In this same line of cost control, Group operating
expenses, during the first nine months of the year totaled
12,588.4 million euros, down 5.5% from the same period of 2001.

Control over bad debt continues to show positive progress. In
this way, the percentage of bad debt to revenues totaled 2.3% in
September 2002, representing an increase of 0.8 percentage points
over last year. It should be noted that Telefonica de Argentina
reached a 7.7% ratio compared to the more than 9% it had
registered during the first and second quarters of the year.

In the first nine months of the year, the Group's investments
rose to 2,503.7 million euros, 51.7% down from the same period of
2001, and an 11.7% of consolidated revenues. This decrease
occurred in all of the Group's businesses lines, although
Telefonica Latinoamerica continues to stand out, falling 77.9%
year over year, due to strict control policies and the
rationalization of capex after the attainment of Anatel targets
at Telesp, the crisis in Argentina and the impact of the exchange
rate. Nevertheless, the cyclical component of capex should be
taken into account. This behavior should therefore not be
extrapolated to the end of the year.

From an operating point of view, Telefonica Group managed
customer base totaled 77.2 million at the end of September,
nearly 6.0 million more than the same period of 2001 and 1.8
million more than in June 2002. If the total clients were
considered, they would total 82.4 million, 8.2% more than in
September 2001 and 2.3% more than last quarter.

Operating revenues for January-September 2002 reached 21,467.0
million euros, 7% less than the same period 2001 mainly due to
the drop of Telefonica Latinoamerica (-28,6%) because of the
greater impact of the exchange rate (in constant euros would have
only fallen 0.7%). The effect of the exchange rate decreases by
12.5 percentage points revenues growth, 2.5 percentage points
more than June of this year; therefore, if we were to exclude
this effect and the change in the accounting consolidation
perimeter, consolidated revenues would have increased by 4.4%
compared to 4.1% the first half.

The accumulated EBITDA from the nine months of the year totaled
8,928.9 million euros, 7.4% below the level reached in the same
period of 2001. The EBITDA margin registered a 0.1 percentage
point improvement over June, placing it at 41.6%, the highest
level of the fiscal year, which, once again, is the result of the
strict cost control mentioned earlier. Excluding the effects of
the exchange rate, and the change in the accounting consolidation
perimeter, EBITDA would have grown by 4.1%. Financial expenses
rose 2,010.9 million euros during the first nine months of the
year, 49.3% over the same period last year. This growth, however,
is driven by the depreciation of the Argentine peso over the
period, which placed it at 608.3 gross million euros.

CONTACT:  Telefonica Group
          Maite Nunez
          Tel: +34-91-584-05-12
          Fax: +34-91-532-71-18
          Email: maite.nunezdiez@telefonica.es


* Argentina Defaults on $805M World Bank Loan
---------------------------------------------
Argentina failed to pay an US$805 million loan payment to the
World Bank due Thursday, reports Bloomberg. In a press
conference, President Eduardo Duhalde said the government chose
to default rather than drain existing reserves and put the
economy further at risk.

The move, which Moody's Investors Service described as the
biggest in the history of the World Bank, cuts off the country
from one of its few sources of credit for both financing exports
and aiding the nation's poor, according to the report. Aside from
that, the country would also have to pay 25 basic points more in
interest.

Analysts say this shows Duhalde is making little progress in
negotiations with the International Monetary Fund for a new loan
package. The default decision would probably make it harder for
the country to obtain a loan from the IMF, economists say.

The WB loan was initially due on October 15. Bank rules stipulate
that lender's board should suspend consideration of a new loan to
countries in default that fail to pay within 30 days of the due
date. Before the default, the World Bank was considering a US$600
million loan for the increasing number of Argentines in poverty.

In a letter to World Bank President James Wolfensohn, Economy
Minister Roberto Lavagna wrote that they are aware of the
implications of the situation, but the simply had to prioritize
"preservation of a strong financial system and the financing of
social needs."

The World Bank acknowledged that it received US$79.2 million as
partial payment, adding that it welcomes statements by government
officials that Argentina remains committed to rectifying the
situation as soon as possible.

In the meantime, the bank's policies on late payments will apply,
said the bank.

Should the country fail to make the necessary debt payments after
60 days, the bank would stop the disbursement of previously
approved loans.

If it fails to pay by April 15, the country would join the ranks
of Iraq, Liberia, and Zimbabwe, which the bank does not expect to
make payments anytime soon.

Argentina owes a total of US$2.4 billion to the IMF, World Bank
and Inter-American Development Bank, borrowing more than any
other emerging market country.

The country's currency was once tied one-to-one to the dollar as
a result of investors' confidence on the country's economic
growth before the original default in December.

In light of the default, the IMF announced that it will give
Argentina and extension on a US$141 million loan due November 22.
According to IMF Officials, Argentina's representatives at the
negotiations asked for the extension during the talks held last
week.



=============
B E R M U D A
=============

SEA CONTAINERS: Selling Orient-Express Shares To Pay Debt
---------------------------------------------------------
Sea Containers Ltd. (NYSE: SCRA) (www.seacontainers.com)
announced Thursday that it is selling 2.75 million class A common
shares of Orient-Express Hotels Ltd. (NYSE: OEH) at $12.75 each,
raising approximately $35 million in gross proceeds and reducing
Sea Containers' equity interest in Orient-Express Hotels to less
than 50%. The sale represents a secondary offering of Orient-
Express Hotels shares owned by Sea Containers under an existing
shelf registration statement.

Proceeds from the sale will be used by Sea Containers to repay
outstanding indebtedness and for general corporate purposes.
Orient-Express Hotels will receive no proceeds from the sale. Sea
Containers will grant the underwriters a 30-day option to
purchase up to an additional 350,000 shares of Orient-Express
Hotels to cover over-allotments.

Merrill Lynch & Co. is acting as sole book-running manager for
the offering and Lazard is acting as co-manager.


TRENWICK GROUP: Gets Temporary Reprieve From LOC Providers
----------------------------------------------------------
Trenwick Group Ltd. ("Trenwick") announced Thursday that it had
entered into a forbearance agreement with its letter of credit
providers with respect to the current events of default under
Trenwick's bank credit facility.

In the forbearance agreement, the letter of credit providers
agree to refrain from enforcing their rights or remedies under
the credit agreement until November 22, 2002, or earlier if there
is another default under the credit facility or the forbearance
agreement, a third party exercises any right of action against
Trenwick for a debt in excess of $5 million or other material
obligation or Trenwick takes an action which the letter of credit
providers reasonably consider to be materially adverse to their
interests.

In consideration for the forbearance of the letter of credit
providers, Trenwick agreed, among other things, to refrain from
making certain payments or distributions, and to facilitate a
meeting of the letter of credit providers and Lloyd's.

Trenwick continues to discuss with its current letter of credit
providers the renewal for an additional year of its $226 million
letter of credit facility in support of its Lloyds' operations.
Background Information

Trenwick is a Bermuda-based specialty insurance and reinsurance
underwriting organization with two principal businesses operating
through its subsidiaries located in the United States, the United
Kingdom and Bermuda. Trenwick's reinsurance business provides
treaty reinsurance to insurers of property and casualty risks
from offices in the United States and Bermuda. Trenwick's
international operations underwrite specialty insurance as well
as treaty and facultative reinsurance on a worldwide basis
through its London-based insurer and at Lloyd's.


TRENWICK GROUP: A.M. Best Cuts Financial Strength; Debt Ratings
---------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength ratings of
Trenwick Group Ltd.'s (Bermuda) (NYSE: TWK) various operating
subsidiaries. Concurrent with these actions, the debt ratings
relating to securities issued by various holding companies within
the group have also been downgraded. (See below for a complete
listing of all ratings affected.) All ratings remain under review
with negative implications.

These rating actions follow A.M. Best's downgrade of the group's
financial strength and debt ratings on October 18, 2002, due to
concerns with the insurance subsidiaries' operating leverage and
the constricted financial flexibility of the group. The company's
third quarter 2002 earnings release reported $137 million in net
losses for the quarter, which included $90.7 million of reserve
strengthening for prior accident years and a $54.5 million write-
down of its deferred tax asset. These actions further compound
the company's already stressed financial position. Further, the
company is currently undergoing an external actuarial review of
its loss reserves.

Significant uncertainty remains concerning the company's ability
to renew its letter of credit facility to support its Lloyd's
operation for 2003 and to service its $75 million senior note
obligations which come due in April 2003.

The company has triggered an event of default with regard to its
current letter of credit facility but has just announced a
forbearance agreement whereby its credit providers will refrain
from enforcing their rights to require the company to
collateralize the outstanding letters of credit issued under this
agreement until November 22, 2002, unless certain new covenants
are breached. If Trenwick is unable to renew this credit facility
by November 22, 2002, it will likely not be able to participate
in the Lloyd's market in 2003, further inhibiting its ability to
generate revenues and cash flow to support the debt obligations
of its holding companies.

A.M. Best will continue to monitor Trenwick's progress with
regard to negotiations of its credit facility, its ability to
meet near-term debt obligations, adequacy of the company's loss
reserves, as well as any further operating issues which may
arise. Due to the considerable uncertainties which remain, all
ratings remain under review with negative implications.

The financial strength ratings have been downgraded to B- (Fair)
from B+ (Very Good) for the following subsidiaries of the
Trenwick Group:


Trenwick America Reinsurance Corporation


Trenwick International Limited


LaSalle Re Limited


Insurance Corporation of New York


Dakota Specialty Insurance Company

The financial strength rating has been lowered to C++ (Marginal)
from B (Fair) for the following subsidiary of the Trenwick Group:


Chartwell Insurance Company

The following debt ratings have been downgraded to "ccc+" from
"bb-":

Trenwick America Corporation

-- on $75 million 6.7% senior notes, due April 2003 (guaranteed
by Trenwick Group, Ltd.)

-- on senior unsecured debt under shelf registration

The following debt ratings have been downgraded to "cc" from "b-
":

Trenwick Capital Trust I

-- on $110 million 8.82% subordinated capital securities, due
2037

LaSalle Re Holdings

-- on $75 million Series A preferred shares

The following indicative debt ratings have been downgraded:

Trenwick Group Ltd.--

Securities available under shelf registration:

-- to "ccc+" from "bb-" on senior unsecured debt

-- to "ccc-" from "b+" on subordinated debt

-- to "cc" from "b-" on preferred stock

Trenwick America Capital Trust I, II and III

-- to "cc" from "b-" on preferred securities

A.M. Best Co., established in 1899, is the world's oldest and
most authoritative insurance rating and information source. For
more information, visit A.M. Best's Web site at www.ambest.com.



===========
B R A Z I L
===========

AES SUL: Seeks 1-Year Grace Period on December 1 Debentures
-----------------------------------------------------------
Rio Grande do Sul-based AES Sul Distribuidora Gaucha de Energia
S.A. (AES Sul) requested a one year extension from the holders of
debentures worth BRL187.5 million, around BRL63 million of which
comes due in December 1 this year. According to Business News
Americas, debentureholders have until November 29 to make their
decision.

AES Sul, which is 96.7%-owned by a subsidiary of the AES
Corporation, last week had its debt rating downgraded to Caa1
from B3 by Moody's Investors Service. The rating outlook is
negative.

Moody's is concerned about the Company's ability to refinance
upcoming debt maturities in an environment in which new financing
has become more difficult due to the effects of the devaluation
of the Brazilian Real against the dollar.

The Brazilian Real has deteriorated substantially against the US
dollar. AES Sul currently has a US$300-million US dollar
denominated bank loan. The Company's near term liquidity position
appears strained and is dependent upon its banks' willingness to
extend the maturity of the US$300 million loan, as well as its
ability to restructure the repayment of the BRL187.5-million
debenture.


CEMIG: To Appeal Aneel Fine
---------------------------
Brazil's electricity market regulator Aneel fined Minas Gerais
state integrated power company Cemig BRL5.5 million for missing a
deadline to restructure its operations, reports Dow Jones.
Cemig was supposed to complete the spinoff of its generation,
transmission and distribution assets into three separate units by
the original deadline, Dec. 31, 2000. But the Company managed to
postpone that deadline twice. Its last deadline was Sept. 21,
2002.

Cemig defended itself saying that the separation into three units
still needs the approval of Minas Gerais' State Legislature. The
Company said it would appeal the Aneel's decision.

US-based power companies Mirant and AES, together with Brazil's
Opportunity Fund, own 33% of Cemig shares. Cemig has 5,633MW in
generating capacity, most of which is hydroelectric, and
distributes natural gas.

CONTACT:  COMPANHIA ENERGETICA DE MINAS GERAIS
          Luiz Fernando Rolla, Investor Relations
          Phone:  + 011-5531-299-3930
          Fax: + 011-5531-299-3933
          E-mail: lrolla@cemig.com.br


CEMIG: Postpones Disclosure of 3Q02 Results
-------------------------------------------
Companhia Energetica de Minas Gerais - CEMIG - (NYSE: CIG;
LATIBEX: XCMIG; BOV: CMIG4), one of Brazil's largest energy
companies, announced Thursday that it will delay disclosing its
third quarter 2002 results, pending the approval of its financial
statements by the members of its Fiscal Council, which is
scheduled to meet on November 20, 2002. CEMIG expects to announce
the date of the release of the quarter's results no later than
November 22, 2002.


ELETRONET: Releases Dismal 3Q02 Financial Results
-------------------------------------------------
Brazilian telecommunications company Eletronet widened its losses
to BRL56 million (US$15.1mn) in the third quarter of 2002, from
BRL2 million in the comparable period a year ago, reports
Business News Americas. The Company increased net revenues in the
third quarter of 2002 to BRL8.7 million, from BRL1.5 million in
the third quarter last year.

However, financial costs in the third quarter of 2002 totaled
BRL37.7 million against financial gains of BRL6.8 million in the
same period last year.

Eletronet, which operates a 16,000km national broadband network
over Brazil's electrical transmission grid, is 51%-owned by US-
based energy company AES.


ELETROPAULO METROPOLITANA: Currency Devaluation Makes Net Loss
--------------------------------------------------------------
Sao Paulo-based distributor Eletropaulo Metropolitana posted a
net loss of BRL387 million in the third quarter of this year,
against a net profit of BRL29.3 million in the comparable period
in the previous year. According to a Business News Americas
report, the loss was brought about by the devaluation of the
Brazilian real and the subsequent impact on US dollar-denominated
debt. Financial expenses during the third quarter of 2002 totaled
BRL946 million, against BRL247 million the third quarter last
year.

For the first nine months of this year, net loss totaled BRL533
million (US$144 million) against a net loss of BRL13.9 million in
the same period a year ago. Financial expenses during the period
totaled BRL1.4 billion, against BRL593 million in the first nine
months of 2001, attributable again to the devaluation of the
real.

CONTACT:  ELETROPAULO METROPOLITANA
          Avenida Alfredo Egidio de Souza Aranha 100-B,
          13 andar 04726-270 San Paulo
          Brazil
          Phone: +55-11-548-9461, +55 11 5696 3595
          Fax: +55-11-546-1933
          URL: http://www.eletropaulo.com.br
          Contacts:
          Luiz D. Travesso, Chairman and President
          Orestes Gonzalves Jr., VP Finance/Investor Relations


TELEMAR: Appoints New Chairman
------------------------------
TELE NORTE LESTE PARTICIPACOES S.A. (NYSE), the holding company
of providers of telecommunications services in the north,
northeastern and eastern regions of Brazil, announced that in a
Board of Directors' meeting held on November 01, 2002, Mr. Carlos
Francisco Ribeiro Jereissati, member of the Board of Directors,
was appointed as Chairman of the Board, as of that date, for the
period of one year, replacing Mr. Fersen Lamas Lambranho, who
remains as a Board member.


* S&P Predicts Resurgence In Brazilian Securitization Market
------------------------------------------------------------
The storm clouds that gathered over Brazil in the past year due
to uncertainty about the transition to a new president and a
failing economy appear to be in retreat. In addition, the
country's cross-border securitization market is quietly staging a
comeback. But economic challenges are still significant and the
market can scarcely spare any room for margin on fiscal prudence.

"We are cautiously optimistic that things will stabilize if the
new government continues to do what it is saying it will do,"
said Eric Rosensweig of MBIA at a recent Standard & Poor's forum
on Latin America in New York. President-elect Luiz Inacio da
Silva "is saying the right things, and the message is going the
right way. Our internal view is that, if the administration
continues with its current plans and the markets stabilize, we
could be closing new Brazilian business within the next six
months," he said. President-elect Luiz Inacio da Silva was
elected by a wide margin in October and will take office in
January 2003.

-- Uncertainty, Hurdles Put the Brakes on Brazil's Securitization
Market

Earlier this year Standard & Poor's downgraded Brazil's long-term
foreign currency sovereign rating to 'B+' from 'BB-'.
International investors are acutely focused on sovereign issuesł
in this case coupled with presidential electionsłand a downgrade
stifles future structured finance transactions, particularly
cross-border transactions. "We were planning to do more
transactions later in the year because of the volatility
surrounding the presidential election," said Ted Helms from
Petrobras. "Unfortunately what we have learned, even with
investment grades and a rock-solid structure, is that there are
times when the market just is not there at terms we find
acceptable." But even with the Brazilian market having been
jilted over the last few months, Brazil's share of Latin
America's overall securitization market went from 55% in 2001,
with $4.2 billion in debt, to 86% in 2002.

On the other side of the equation is Sanjeev Handa from Teachers
Insurance & Annuity Association College Retirement Equities Fund
(TIAA-CREF), an investment fund that holds some $1.2 billion from
Latin America, out of which one-third is invested in Brazilian
securities. "We are not hot money; we conduct fundamental
analysis realizing that we could potentially hold the investment
until maturity," he said. "Given all the noise we see in Brazil
and the markets in general, our view is that, if structured
correctly and priced appropriately, it is a buying opportunity."
One stumbling block, separate from political and economic
turbulence, is the costs associated with structuring transactions
in Brazil. The consensus by panelists at the Latin America forum
was that as much as six months lead time was needed in
structuring a transaction for a first-time issuer in Brazil, with
fees being paid up front; yet the issuers may then discover there
is no longer a market when the transaction closes. "You are
normally asked to provide an estimate of costs," said Jerome
Festa of Banc of America Securities. "And these costs are quite
substantial. As we see today, there is never any certainty of
executing these transactions."

Mr. Helms from Petrobras echoes Mr. Festa's concerns over costs,
but said there is no point structuring unless it is rated
investment-grade. "What does that do? In a sense that creates
additional demand or creates a market that would not otherwise
exist," he said. "That then translates into more favorable supply
and demand balance, which brings the cost down."

Another hurdle issuers face in bringing transactions to market in
Brazil, particularly in the case of financial future flow
transactions, is creating a structure that does not interfere
with the commercial operations of the company involved. "I think
that is where a lot of deals fall by the wayside as they run into
conflict with the commercial people. The trick is to work
together in such a way that does not interfere with operations,"
said Mr. Helms.

-- Future Flows in and out of Brazil

Brazil has been one of the most active cross-border structured
finance markets in Latin America. In 2001, over half of the
region's US$7.6 billion issuance volume originated in Brazil.
"The main assets securitized last year, as well as those
securitized so far this year, are financial future flows, future
export receivables, and general company cash flows protected for
political risk," said Diane Audino from Standard & Poor's
Structured Finance group in New York. To date in 2002 US$2.5
billion has been issued in Brazilian-originated structured
finance bonds. In the local market, legislation passed at the end
of 2001 to foster the creation of receivables credit funds served
to shore up earlier tax problems related to securitizations and
added incentives for companies to engage in off-balance-sheet
transactions.

Mr. Rosensweig of MBIA prefers wrapping future flow transactions
for several reasons: they mitigate sovereign risk; the deals tend
to be with very strong entities; the legal structure provides
protection both in Brazil and offshore; and, unlike political
risk insurance (PRI) transactions, the structures are designed to
mitigate more than just sovereign risk. "What is often overlooked
is that not all future flow structures are the same," said Mr.
Rosensweig. "A good structure can mitigate asset risk, corporate
risk, and even legal risk. A weak structure does not."

PRI transactions once dominated the Brazilian market. But that
has changed. "We are unlikely to see the number or volume of
political risk-enhanced transactions in the future out of Brazil
as investors will look for more credit protection," said Mr.
Festa.

Mr. Handa gave other reasons why PRI transactions have lost favor
in the Brazilian market. "We do not feel as though PRI deals are
structured deals," he said. "They may mitigate some risk, but
they are corporates dressed up as structures to get better
ratings. Future flow deals have enough structure to mitigate
sovereign risk."

-- Outlook for Brazil's Securitization Market: Who and Why?

Since Brazil's securitization market all but dried up earlier
this year, the million-dollar question is: Which issuers will be
first to come back and why? "Right now you would need issuers
that can tolerate spreads comparable to those on U.S. investment-
grade issues, which have widened significantly," said Michael
Lucente of Merrill Lynch. "As soon as the market settles, issuers
will come back."

Now that the presidential elections are over and the economy
begins to settle, the securitization market, both domestic and
international, should return to its former level of activity. One
factor contributing to the recovery will be Brazil's well-
developed national market with an abundance of pension and
insurance funds. "They have been the key to the huge growth in
plain vanilla bonds in the past two years," said Juan Pablo De
Mollein from Standard & Poor's Structured Finance group in Buenos
Aires. "With the demand there, prospects for securitization in
Brazil are favorable, and the market will grow both in volume and
in asset types."

By Ted Gogoll

ANALYST: Diane Audino, New York (1) 212-438-2388



=========
C H I L E
=========

MADECO: Operating Reductions Widen 3Q02 Net Loss
------------------------------------------------
Madeco saw its net loss after tax soar 32% in the third quarter
of the year, to CLP18.1 billion (currently US$25.5mn), from a
CLP13.7-billion net loss in the same-period last year. According
to Business News Americas, revenues during the third-quarter 2002
totaled CLP69.6 billion (US$98.2mn), down 20.9% versus same-
quarter 2001 when the figure stood at CLP88.0 billion. The drop
in revenues is due to the "strategic operating reductions," as
well as to the Brazilian economic slowdown and Argentina's
continued recession, the Company explained.

Madeco shut down some of its operations in neighboring Argentina
in December 2001 due to the financial crisis there. It also
curtailed its fiber-optics production in Brazil. Partly as a
consequence of suspending operations in Argentina, revenues from
the Company's wire and cable unit fell 27.4% in the third quarter
to CLP37.0 billion.

Brazilian revenues dropped 25.4% in the quarter, year-on-year, to
CLP18.6 billion due to lower sales of copper telecom cables,
copper thermo-plastic cables and aluminum bare wire.

Peruvian operations brought in revenues of CLP9.23 billion in the
third quarter, a 6.5%-increase from the figure reported in the
same quarter a year ago.

However, the Company's non-operating results were "severely
impacted" by the devaluation of the Argentine peso and the
depreciation of the Brazilian real, which this year cost the firm
CLP6.54 billion and CLP2.05 billion, respectively.

Even worse was the Chilean peso's weakening against the US
dollar, which cost Madeco another CLP13.1 billion in earnings.

CONTACT:  Ureta Cox, 930
          San Miguel, Santiago, Chile
          Phone: 56-2 5201461
          Fax: 56-2 5516413
          E-mail: mfl@madeco.cl
          Home Page: http://www.madeco.cl
          Contacts:
          Oscar Ruiz-Tagle Humeres, Chairman
          Albert Cussen Mackenna, Chief Executive Officer

          Investor Relations
          Phone: 56-2 5201380
          Fax:   56-2 5201545
          E-mail: ir@madeco.cl

          Subsidiary in Brazil:
          FICAP
          Av. Cel. Phidias Tavora,
          100-Pavuna - Cep 21535-510
          Rķo de Janeiro - RJ, Brasil
          Phone: 55 21 33627100
          Fax:   55 21 34712921
          E-mail: adila@ficap.com.br

          Subsidiary in Argentina:
          DECKER-INDELQUI
          Av. Juan XXIII 3630 (1832) Llavallol,
          Buenos Aires, Argentina
          Phone: 54-11-4003-0000
          Fax:   54-11-4283-0282
          E-mail: kramirez@decker-indelqui.com.ar


MADECO: Shareholders Approve Planned Equity Issue
-------------------------------------------------
Chilean copper cable manufacturer Madeco obtained shareholder
authorization for its proposed US$137-million capital increase
through a share offering. According to Reuters, the Company said
last month that the capital increase would be payable either in
cash or via capitalization of existing debt. The planned issue is
the cash-strapped company's second attempt to raise capital in
order to restructure debts.

The first attempt to raise US$90 million in September failed
after only its controlling shareholder, the Luksic group's
Quinenco holding company and its subsidiaries that own 56.5% of
Madeco, took up the offer.

This time round, Quinenco's contribution is expected to bring in
at least US$70 million, supposedly making the offer more
attractive to minority shareholders, including several of Chile's
pension fund managers (AFPs) which own about 11.5% of the
Company.

Madeco's debts total some US$325 million, of which about US$120
million is in short-term bank loans, US$100 million in long-term
bonds and US$100 million relate to its subsidiaries



===========
M E X I C O
===========

BITAL: Board Approves HSBC's $1B Takeover
-----------------------------------------
Grupo Financiero Bital's board of directors gave UK-based
financial group HSBC authorization to complete its US$1.14-
billion takeover of the Mexico's fifth-largest financial group.
HSBC is offering US$1.209 for each of GF Bital's 942 million
shares in circulation. The deal is worth US$1.14 billion assuming
100% of the group's shares are tendered.

Bital's shareholders have been advised that the offer is
financially sound and, given that it covers 100% of the group's
shares, also safeguards the rights of the minority shareholders.

With some 7,000 offices in 81 countries and territories and
assets of US$746 billion at 30 June 2002, the HSBC Group is one
of the world's largest banking and financial services
organizations.

CONTACT: HSBC
         London
         Richard Beck or Adrian Russell, 44/20-7260-6757/8211

         New York
         Linda Stryker-Luftig, 212/525-3800

         Hong Kong SAR
         Gareth Hewett or Viginia Lo, 852/2822-4929/4930

         GF Bital
         Mexico City
         Hill & Knowlton
         Jose Antonio Tamayo or Juan A Lozano, 52/55-5729-4010


NII HOLDINGS: Announces Strong Third Quarter 2002 Results
---------------------------------------------------------
Highlights:

--  Third quarter revenues of $191.1 million and $19.2 million in
operating income, and a record $40.5 million in quarterly
operating cash flow.

--  Successful completion of $2.3 billion corporate debt
restructuring.

--  Retirement of $100.7 million Nextel Argentina credit facility
and $56.7 million Motorola credit facility.

--  Proceeds of $140.0 million from completion of a senior note
and common stock rights offering and the receipt of $25.0 million
for a spectrum sharing agreement.

NII Holdings, Inc. ("NII" or "the Company"), previously known as
Nextel International, announced Thursday its consolidated
financial results for the third quarter of 2002 including
consolidated operating revenues of $191.1 million and
consolidated operating income of $19.2 million for the third
quarter of 2002 and $28.5 million year-to-date as detailed in the
attached table. The Company also reported $40.5 million in
consolidated operating cash flow (income (loss) before interest,
taxes, depreciation and amortization, net foreign currency
transaction losses, and other charges determined to be non-
recurring in nature, such as reorganization items and impairment,
restructuring and other charges). In addition, NII Holdings ended
the quarter with approximately 1.24 million global proportionate
subscribers.

NII's third quarter operating cash flow of $40.5 million
represents a $3.5 million increase over the record operating cash
flow of $37.0 million reported for the second quarter of 2002,
and a $69.1 million increase over the operating cash flow loss of
$28.6 million for the same period in 2001. All of its operating
companies in Latin America reported significant increases in
operating cash flow in the third quarter over the same period in
2001. Nextel Mexico's quarterly operating cash flow increased
over 5 times the level reported last year. Similarly, Nextel
Peru's quarterly operating cash flow increased over 3 times the
level reported for the same period last year. Nextel Brazil had
positive third quarter 2002 quarterly operating cash flow of $5.1
million versus an operating cash flow loss of $20.3 million in
the third quarter of 2001. Lastly, Nextel Argentina also reported
positive quarterly operating cash flow in the third quarter 2002
of $3.4 million compared to $0.1 million in the third quarter of
last year.

Capital expenditures including capitalized interest were $35.1
million in the third quarter of 2002, a slight increase from the
$34.8 million reported in the second quarter of 2002, and a
decrease of 73 percent from the $130.5 million in the third
quarter of 2001. For the nine months ended September 30, 2002,
the Company reported total capital expenditures including
capitalized interest of $139.1 million. This represents a
reduction of $385.0 million or 73 percent in capital expenditures
when compared to the first nine months of last year.

While the Company reported a net loss of $427.5 million for the
nine months ended September 30, 2002, the net loss was primarily
attributable to non-operating expenses. These non-operating
expenses included a $123.4 million non-cash write-off of
unamortized discounts and debt financing costs related to the
Company's senior redeemable notes, $160.7 million in foreign
currency transaction losses, primarily related to the Company's
operations in Argentina, and the accrual of interest on the
Company's senior redeemable notes prior to its Chapter 11 filing
on May 24, 2002. For the third quarter 2002 the Company reported
a net loss of $36.2 million, of which $30.3 million was related
primarily to foreign currency transaction losses and $11.2
million was related to one time reorganization charges, which
were partially offset primarily by operating income of $19.2
million.

"NII's results during the quarter and for the first nine months
of this year represent a remarkable improvement over the same
periods a year ago. Our collective focus on profitability and
free cash flow generation has resulted in an improvement of $69.0
million in operating cash flow for the third quarter of this year
and of $198.8 million for the first nine months of this year
compared to the same periods in 2001," said Byron Siliezar, CFO
of NII. "We have reported six consecutive quarters of increasing
operating cash flow, significantly reduced our capital
expenditures, successfully recapitalized our balance sheet and
operationally are on track for a record year of financial
results," added Siliezar.

On October 28, 2002 the U.S. Bankruptcy Court for the District of
Delaware confirmed the Company's plan of reorganization. As a
result, on November 12, 2002 the Company cancelled all shares of
its preferred stock, common stock and other equity interests
outstanding as of May 24, 2002, exchanged $2.3 billion of its
senior redeemable notes and other unsecured non-trade claims that
existed prior to its bankruptcy filing plus any accrued interest
owed for 3,920,000 shares of its new common stock. In addition,
the Company closed on the following series of significant
transactions:

--  A $140.0 million rights offering for $180.8 million principal
amount due at maturity of new NII 13% senior secured discount
notes and 15,680,000 additional shares of new common stock.

--  Reinstatement in full of $325.0 million in various credit
facilities with Motorola Credit Corporation, subject to some
structural modifications including deferrals of principal
repayments.

--  Retirement of a $100.7 million Argentina credit facility.

--  Repayment of a $56.7 million credit facility with Motorola.

--  A spectrum use and build-out agreement with Nextel
Communications for $50.0 million, of which $25.0 million has been
received by the Company.

"As a result of the successful completion of our restructuring,
NII Holdings emerges as a financially healthy company with
tremendous assets and a solid operational track record," said
Steve Shindler, CEO of NII Holdings. "We believe we have a fully
funded business plan with annual revenues in excess of $700
million, less than $500 million in debt and 1.2 million wireless
subscribers with the best ARPU in Latin America. We have made a
long trek from being a wholly owned subsidiary of Nextel
Communications to a fully independent company with strong
operating cash flow growth and a clear companywide focus on
profitability and free cash flow generation," concluded Shindler.

About NII Holdings, Inc.

NII Holdings, Inc., formerly known as Nextel International, is an
independent company with operations in Mexico, Brazil, Peru,
Argentina, Chile and the Philippines. NII offers a fully
integrated wireless communications tool with digital cellular,
text/numeric paging, wireless Internet access and Nextel Direct
Connect(R), a digital two-way radio feature. Visit the website at
http://www.nextelinternational.com.

Nextel, the Nextel logo, Nextel Online, Nextel Business Networks
and Nextel Direct Connect are trademarks and/or service marks of
Nextel Communications Inc.

To see financial statements:
http://bankrupt.com/misc/NII_Holdings.htm

CONTACT:  NII Holdings, Inc., Reston
          Investor Relations:
          Byron R. Siliezar, 703/390-5170
          Byron.siliezar@nextel.com

          Media Relations:
          Claudia E. Restrepo, 786/251-7020
          Claudia.restrepo@nextel.com
          URL: http://www.nextelinternational.com



=================================
T R I N I D A D   &   T O B A G O
=================================

BWIA: Restructuring Includes Meal Alterations
---------------------------------------------
Troubled airline BWIA announced a change in the meals served
aboard its passenger crafts. BWIA corporate communications
director Clint Williams said that they will try to keep servings
tasty and substantial, insisting that passengers would still be
getting full meals aboard. According to Mr. Williams, the changes
apply to both first and economy class but it will not result in
fewer meal choices.

Mr. Williams added that the cost reduction would be targeted more
towards the economy class as the airline tries to maintain the
quality of its first class services.

According to a report from The Trinidad Guardian, one of the
changes in he first class is that passengers are now offered
plastic utensils. Williams explained that this had nothing to do
with the restructuring plan of the airline, but for security
reasons. The removal of metal knives is required by the US
Federal Aviation Administration since the September 11 terrorist
attacks.

Nevertheless, BWIA would try to cut costs from almost very aspect
of their business as it tries to reach it target savings. BWIA is
trying to save US$0.7 million in non-labour costs.

Initially, the carrier had targeted savings of US$1 million
dollar per month, but a loan from the government of Trinidad and
Tobago requires the Company to save another US$400,000 more.
Unions expressed concerns that BWIA would resort to cutting jobs
to achieve this.

CONTACT:  British West Indies Airways
          Phone: + 868 627 2942
          E-mail: mailto:mail@bwee.com
          Home Page: http://www.bwee.com/
          Contacts:
          Conrad Aleong, President and CEO (Trinidad)
          Beatrix Carrington, VP Marketing and Sales (Barbados)
          Paul Schutz, CFO (Trinidad)



BWIA: ILFC Extends Lease Concssions to Troubled Client
------------------------------------------------------
Canada-based International Leasing Finance Corporation (ILFC),
the company from which BWIA leases most of its planes said that
it will be patient with BWIA. ILFC Vice President Joseph
Hermosillo said that they are awaiting an official copy of BWIA's
restructuring plan on the conditions given by the government of
Trinidad and Tobago on a US$13 million loan.

BWIA owes ILFC a "considerable" sum of money, as described by
BWIA corporate communications director Clint Williams. ILFC has
been helping BWIA throughout the last one and a half years,
according to Hermosillo, adding that they are glad of the
financial assistance the T&T government is providing BWIA.

The Trinidad Guardian reports that ILFC owns the six Boeing 737-
800s in the BWIA fleet as well as the first A340. BWIA is even
behind in its payments for the first A340 that arrived on June
16, which makes ILFC probably BWIA' most important creditor.

BWIA's restructuring plan involves a rationalization of its
fleet, which reduces the types of aircraft from five to two,
almost all of which are from ILFC. Williams said that ILFC could
reclaim the planes if they were unsatisfied with the
restructuring plans.

Hermosillo said that the ILFC had not tried to repossess the
fleet although they receive quite a number of requests for the
737 800s.

The ILFC had previously repossessed planes from other clients,
but Hermosillo said that they only did so because those clients
suddenly stopped paying and did not inform ILFC of their
troubles. He added that repossession of aircraft from debtors is
a last resort.

The ILFC believes that BWIA would survive, said the report.




               ***********


S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter Latin American is a daily newsletter
co-published by Bankruptcy Creditors' Service, Inc., Trenton, NJ,
and Beard Group, Inc., Washington, DC. John D. Resnick, Edem
Psamathe P. Alfeche and Oona G. Oyangoren, Editors.

Copyright 2002.  All rights reserved.  ISSN 1529-2746.

This material is copyrighted and any commercial use, resale or
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re-mailing and photocopying) is strictly prohibited without prior
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Information contained herein is obtained from sources believed to
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