TCRLA_Public/021127.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
   
           Wednesday, November 27, 2002, Vol. 3, Issue 235
  
                           Headlines
  
                                               
A R G E N T I N A        
  
BANCO RIO: Rolling Over $250M In Debt to New Issues
FLEETBOSTON FINANCIAL: Depositors File Suit In Miami Court
TRANSENER: Massive Power Outage Due To Device Failure
  
  
B E R M U D A
  
  
TYCO INTERNATIONAL: May Face New Jersey Lawsuit
TYCO INTERNATIONAL: May Have Hidden Info During Probe
  
  
B R A Z I L
  
  
CAIUA: Moody's Performance, Leverage Level Prompts Downgrade
EMBRATEL: Slams Reports Suggesting Takeover
TAM: Hires Fator To Evaluate Options For Securities Sale
VARIG: CEO Resigns After Controller Ditches Debt Plan
* Brazil President May Name Central Bank Head This Week
  
  
C H I L E
  
ENERSIS: Antitrust Commission Head Demands Ownership Reduction
FALCONBRIDGE LTD.: S&P Takes Negative Outlook on Noranda
  
  
C O L O M B I A
  
ALIANZA SUMMA: Currency Slump Leads to $100M Loss This Year
BANCO SANTANDER: Fitch Lowers Ratings on Weak Conditions
  
  
E C U A D O R
  
* Crises Deepens As Confidence Dwindles
  

M E X I C O
  
BITAL: HSBC Completes Bital Acquisition
GRUPO MEXICO: Asarco Mine At Risk Of Closure
INTERNATIONAL THUNDERBIRD: Issues Statement On 3Q02 Results
SATMEX: Three Institutions To Extend Credits, Freeing Cashflow


- - - - - - - - - -

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

BANCO RIO: Rolling Over $250M In Debt to New Issues
---------------------------------------------------
Banco Rio, the Argentine subsidiary of Spanish group Santander
Central Hispano, is looking to swap US$250 million in debt due in
2003 for new issues due between 2009-2012, reports Reuters. In a
statement, the bank said that the swap would "protect the
business interests of Banco Rio during upcoming years after the
recent economic crisis in Argentina."

"The goal of the offer is to rearrange the debt and interest
profile of Banco Rio and, that way, ensure its investors collect
their holdings," the statement said.

The bank said it would offer a cash incentive to sweeten the
offer, which became effective as of Monday.

Banco Rio is one of the Argentine banks that posted the largest
losses during the first half of this year due to the massive
devaluation of the Argentine peso. According to reports, the bank
reported losses of ARS97.5 million during the period.

Other factors contributing to the poor results include delayed
repayment of funds, and fund drainage from court rulings on
"corralito", or the banking regulations imposed by the government
in December last year.

CONTACTS:BANCO RIO
           Bartolome Mitre 480
             1036 Buenos Aires, Argentina
             Phone: +54-14-341-1081-1580
             Fax: +54-14-341-1074-1084
             Home Page: http://www.bancorio.com.ar
             Contacts:
             Ana Patricia B. S. de Sautuola y O'Shea, Chairman
             Jose L. E. Cristofani, Executive Vice Chairman and CEO
             Pablo Caride, Corporate Finance
  
  
FLEETBOSTON FINANCIAL: Depositors File Suit In Miami Court
----------------------------------------------------------
FleetBoston Financial Corp. is one of the banks accused by
Argentine depositors of dragging their feet in returning deposits
made to accounts that the country froze earlier this year. The
Argentine government banned most withdrawals in January to
protect its banking system after it defaulted on US$95 billion in
bonds and devalued its currency. The restrictions deepened
Argentina's four-year-old recession. The government lifted the
ban on some accounts last month.

In a lawsuit filed Nov. 15 in federal court in Miami, depositors
claimed that the Argentine units of Citibank, a unit of Citigroup
Inc., FleetBoston and HSBC Holdings Plc are wrongfully keeping
the deposits and owe customers at least US$60 million in damages.

The banks "have engaged in an aggressive and systematic pattern
of conduct that can only be described as an attempt to
appropriate for themselves all deposits," depositors said in the
suit.

The suit may be the first filed in the U.S. against Citibank,
FleetBoston and HSBC over the deposits. Thousands of such suits
have been filed in Argentina by customers seeking to retrieve
their savings.

Two weeks ago, Argentine Criminal Court Judge Maria Cristina
Bertola charged Fleetboston executives for allegedly refusing to
return US$700,000 in deposits before the government restricted withdrawals.

The bank's chief executive, Manuel Sacedote, and 14 other
managers allegedly committed "fraudulent administration related
to the unwarranted retention of deposits."

A 12-page order from Judge Bertola instructed a court official to
freeze ARS500,000 (US$141,000) of Sacerdote's assets, but places
no restrictions on his movement.

FleetBoston was reported to have about US$1.4 billion in
writedowns related to Argentina by the end of June. This year's
third quarter resulted in a US$42-million loss for its Argentine unit.

Earlier, the group had announced the suspension of further
investments in the country.

CONTACT:FLEETBOSTON FINANCIAL CORP
            Head Office
            100 Federal Street
            Boston
            MASSACHUSETTS
            United States 02110
            Tel  +1 617 434-2200
            Web  http://www.fleet.com/
            Contacts:
            Terrence Murray, Chairman   
            Charles K. Gifford, President & Chief Executive
  
  
TRANSENER: Massive Power Outage Due To Device Failure
-----------------------------------------------------
Argentine electricity company Transener asserted that the massive
power outage, which left more than a third of Argentina without
electricity for three hours on Sunday afternoon, was due to the
breakdown of one of its main transformers. The Company made an
effort to explain the trouble to contradict widespread
speculation that it intentionally staged the outage to lobby for
an increase in frozen utility rates.

"We at Transener are here not to cause inconveniences for the
population but to provide a service," a company spokesman said.
"The whole issue of rates being discussed elsewhere has nothing
to do with this."

Mostly foreign-owned utility companies have repeatedly warned in
recent months that service cuts would be inevitable if rates
stayed frozen since much of their equipment is imported and must
be paid for using dollars.

According to Reuters, Argentina's government has said it will
eventually allow a rise in rates of about 10%, saying any more
would unduly punish those left poor by a devastating four-year
recession. Companies have asked for about a 30% average increase.

But the government has dragged its feet on the issue as polls
show the vast majority of Argentines want rates to stay frozen.
The delay has become a key sticking point in prolonged aid talks
with the International Monetary Fund.

Transener, which is owned by Pecom Energia and the UK's National
Grid, registered consolidated losses of ARS620.4 million
(US$174.3mn) for the nine months to September 30, 2002, compared
to net profits of ARS51.5 million in the same period of 2001.

Sales revenues during the period decreased 34.4% to ARS220.8
million due to the freeze on power rates.

For the nine months ended Sep. 30, the Company also recorded non-
operating losses of ARS666.3 million, of which exchange rate
differences on liabilities accounted for ARS505.1 million.

Transener defaulted on debt payments in 2002 and holds some
US$460 million in dollar-denominated debt. The Company remains in
default, but in a recent statement, said it "continues working
towards the objective of evaluating the restructuring of its debt
and maintaining fluid conversation with its creditors."

Morgan Stanley is Transener's financial advisor.

Transener owns the concession to operate the extra high voltage
electricity transmission network in the Argentine Republic. Since
its creation in 1993, the Company has remained a leader in the field.

CONTACT:   COMPANIA DE TRANSPORTE DE ENERGIA ELECTRICA EN ALTA
           TENSION (Transener S.A.)
            Av. Paseo Colon 728, 6"Piso - (1063)
            Buenos Aires, Argentina
            Tel. (5411) 4342-6925
  
            Business Development:
            Carlos A. Jeifetz (jeifecar@transx.com.ar)
            Gerardo Baseotto (baseoger@transx.com.ar)
            Tel.: (54-11) 4334-0182 / 4342-6925
            Fax: (54-11) 4342-4861
  
            MORGAN STANLEY, DEAN WITTER & COMPANY
            1585 Broadway
            New York, New York 10036
            United States
            Phone: +1 212 761-4000
            Home Page http://www.msdw.com
  
  
  
=============
B E R M U D A
=============


TYCO INTERNATIONAL: May Face New Jersey Lawsuit
-----------------------------------------------
Bermuda-based Tyco International, Inc. is one of four
corporations that may have to face lawsuits to be filed by the
state of New Jersey, reports the Associated Press. Aside from
Tyco, Gov. James McGreevey mentioned three other companies: Sears
Roebuck and Co., Qwest Communications and Electronic Data
Systems.

The state claims that the companies misled investors, including
the state's pension system, by their faulty accounting practices
and in some cases, outright fraud.

New Jersey's pension fund lost US$22 billion in the stock market
downturn during the last two years. The state's officials aim to
recover US$150 million in state pension funds lost due to the
alleged financial offenses.

Payments to retirees are not threatened however, but taxpayers
may have to shoulder about US$1 billion into the fund to meet
reserve requirements.

McGreevey had to freeze state aid to towns and schools, raise
tobacco taxes and revise the corporate tax code in order to
balance this year's budget.

CONTACT:  Tyco International Ltd.
           Corporate Office
           The Zurich Centre, Second Floor
           90 Pitts Bay Road
           Pembroke HM 08, Bermuda
           Phone: 441-292-8674
           Home Page: http://www.tyco.com
  

TYCO INTERNATIONAL: May Have Hidden Info During Probe
-----------------------------------------------------
U.S. Securities regulators have asked officials of Tyco
International, Inc. to determine whether the Company withheld key
documents during a probe into its accounting practices. According
to a report from The Wall Street Journal, the SEC posted the
question after obtaining documents that were not submitted during
a 1999-2000 probe.

The report further indicated that the documents in question might
have prompted the agency to continue its investigation on Tyco,
instead of ending the inquiry in July this year, without actions.
Most of the controversial documents revolve around U.S. Surgical,
which Tyco acquired in 1998 for US43.17 billion, said the report.

The said papers include a memo between former Tyco finance
executives discussing how to slow the growth of a company Tyco
intends to buy, aiming to show growth after the acquisition,
according to the report.

The report also indicated that both Tyco and the SEC were not
avaible for comments.


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

CAIUA: Moody's Performance, Leverage Level Prompts Downgrade
------------------------------------------------------------
Brazilian distributor Caiua Servicos de Eletricidade received a
ratings downgrade, with a negative outlook from Moody's Investors
Service due to weak financial performance and high leverage.

Caiua's issuer rating global local currency and some US$55
million in senior unsecured medium-term notes were lowered to
rating Caa1 from B2, while the Company's issuer rating Brazil
local scale and about BRL167 million in senior unsecured local
currency debentures fell to Caa1.brfrom Ba2.br.

According to Moody's, the Company's financial condition and the
limited availability of funding alternatives in the Brazilian
market have made refinancing of Caiua's short-term debt
maturities more difficult. Caiua previously proposed to amend the
original terms and conditions f the US$55 million senior
unsecured Euro medium-term notes due Nov. 29 this year.

Caiua, which controls another six distributors in Brazil, is
controlled by Grupo Rede, whose parent, EEVP is one of the
country's largest private players in the power industry.

Caiua controls the operating and financial coordination of the
group, being the principal company. Caiua's ratings also reflect
the group's credit risk as a consolidated entity, said Moody's.

CONTACT:   Caiua Servicos de Electricidade SA
            Registered Office
            Avenida Paulista, 2439
            - 5o Andar
            Cerqueira Cesar
            01311-936 Sao Paulo - SP
            Brazil
            Tel  +55 11 3066-2000
            Fax  +55 11 3060-9550
            Telex  32058
            Contact:
            Jorge Queiroz de Moares Junior, Chairman
  
  
EMBRATEL: Slams Reports Suggesting Takeover
-------------------------------------------
Reports that Brazil's three fixed line incumbents are planning to
join together to acquire Embratel are untrue according to the
country's largest long distance operator in response to local
press reports, relates Business News Americas.

Last week, the local press quoted the CEO of Spain's Telefonica,
Fernando Xavier, as saying that his company was in very
preliminary talks with fixed line operators Brasil Telecom and
Telemar to jointly acquire Embratel.

Embratel, in a statement, responded saying that fixed line
operators started the rumor to create a "false perception of
crisis" and to ultimately preserve their own monopoly in the
market.

Furthermore, local antimonopoly regulations prevent fixed line
incumbents from buying Embratel, the statement said.

Anatel, Brazil's telecommunications regulator, agreed with
Embratel. According to an Anatel spokesperson, local regulations
will not allow such a venture. In order for the law to be
changed, Brazil's congress would have to examine the issue, he
said.

"The [three] incumbents are just throwing out the idea to see
Anatel's reaction, to see if there is some alternative way around
the law," he said.

Debt costs for Embratel, the Brazilian unit of U.S.-based
WorldCom Inc., have climbed on a currency devaluation as most of
its debt is denominated in foreign currency. Embratel's debt rose
to BRL5.18 billion (US$1.46 billion) at the end of the third-
quarter, from BRL3.8 billion a year earlier.

The Company has US$790 million in principal payments coming due
next year, with about 40% due in the first three months of 2003.

  CONTACT:  EMBRATEL PARTICIPACOES S.A.
            Investor Relations
            Silvia Pereira
            Tel. (55 21) 2519-9662
            Fax: (55 21) 2519-6388
            Email: Silvia.Pereira@embratel.com.br
                   invest@embratel.com.br
                    or
            Press Relations:
            Helena Duncan/Mariana Palmeira
            Tel: (55 21) 2519-3653/3654
            Fax: (55 21) 2519-8010
            Email: hduncan@embratel.com.br
                   mpalm@embratel.com.br
  
  
TAM: Hires Fator To Evaluate Options For Securities Sale
--------------------------------------------------------
TAM Linhas Aereas SA, Brazil's second-largest airline, is
considering selling new securities after its costs soared due to
the declining value in the local currency. Citing a company
statement sent to the Sao Paulo stock exchange, Bloomberg reports
that the airline hired Banco Fator SA to evaluate the
possibility. The statement revealed that TAM wants to be prepared
when opportunities arise and doesn't anticipate selling
securities in the near future.

TAM, like most other airline, has suffered as a 35% slump in the
country's currency raised costs for dollar-linked items such as
fuel. The airline had a second quarter loss of BRL238 million
(US$67.1 million) and said in September it would fire 524 workers
as it scrapped flights to nine Brazilian cities to adjust for a
slump in ticket sales.

  CONTACT:  Daniel Mandelli Martin, President
            Buenos Aires
            Tel. (54) (11) 4816-0001
            URL: www.tam.com.br
  
  
VARIG: CEO Resigns After Controller Ditches Debt Plan
-----------------------------------------------------
Fundacao Ruben Berta (FRB) foundation, the employee fund that
controls 87% of Viacao Aerea Rio- Grandense SA (Varig), rejected
an agreement with creditors to renegotiate US$118 million of
debt, reports Bloomberg.

In a statement, FRB claimed it hadn't received sufficient
assurances from Varig's management on how the Company could avert
bankruptcy after Nov. 30. FRB also said the agreement favored
some creditors to the detriment of a large number of suppliers.

Varig, Latin America's largest carrier, is struggling to reduce
its US$900 million in debt and raise capital to stay afloat
during a slump in air travel.

Flavio Souza, president of Varig's pilot union, now sees
creditors demanding payment immediately following the rejection
of the debt proposal.

"There is a great risk of Varig having to cease all its flights
if companies stop supplying fuel to the Company," Souza said.

Also, following the rejection is the resignation of Varig's Chief
Executive Arnim Lore, a former central bank debt negotiator, whom
Varig hired in August to help turn around the carrier, which
hasn't posted a profit since 1997. Lore replaced Ozires Silva,
who resigned after a disagreement with the foundation on how to
restructure the Company.

According to Lore, the rejection by the employee fund amounted to
a vote of no confidence after he negotiated an agreement last
month with lenders to delay payment on debt that is overdue or
due this month.

"The rejection of our proposal was a no confidence vote, so it
doesn't make any sense for me to stay," Lore said.

  CONTACT:  VARIG (Viacao Aerea Rio-Grandense, S.A.)
            Rua 18 de Novembro No. 800, Sao Joao
            90240-040 Porto Alegre,
            Rio Grande do Sul, Brazil
            Phone: (51) 358-7039/7040
                   (51) 358-7010/7042
            Fax: +55-51-358-7001
            Home Page: www.varig.com.br/english/
            Contacts:
            Dorival Ramos Schultz, EVP Finance and CFO
            E-mail: dorival.schultz@varig.com.br
  
            Investor Relations:
            Av. Almirante Silvio de Noronha,
            n  365-Bloco "B" - s/458 / Centro
            Rio de Janeiro, Brazil
  
            KPMG Brazil
            Belo Horizonte
            Rua Paraba, 1122
            13th Floor
            30130-918 Belo Horizonte MG
            Telephone 55 (31) 3261 5444
            Telefax 55 (31) 3261 5151
                     or
            Brasilia
            SBS Quadra 2 BL A N 1
            Edificio Casa de Sao Paulo SL 502
            70078-900 Braslia - DF
            Telephone 55 (61) 223 2024
            Telefax 55 (61) 224 0473
  
            BAIN & CO
            Primary Contact: Wendy Miller
            Two Copley Place, Boston, MA 02116
            USA
            Phone: +1-617-572-2000
            Fax: +1-617-572-2461
            Email: miles.cook@bain.com
            URL: http://www.bain.com
  
  
* Brazil President May Name Central Bank Head This Week
-------------------------------------------------------
Local newswire service Folha de Sao Paulo reported that Brazil's
new president Inacio Lula da Silva is close to appointing the
president of the country's central bank this week. Senator
Eduardo Suplicy, leader of Lula's Workers' Party in the upper
house was cited in the report saying the nomination of the
central bank president and seven board members must be approved
by the senate to make sure they start working on the same date
Lula assumes office.

Lula, whose administration will start on January 1 next year, had
said that he will be replacing current central bank president
Arminio Fraga, who has held the position since 1999.

Investors believe that Fraga's replacement will signal the
direction of the central bank's policy under Lula's leadership.


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

ENERSIS: Antitrust Commission Head Demands Ownership Reduction
--------------------------------------------------------------
Jose Luis Perez, the president of Chile's antitrust commission,
urged Chilean power sector holding Enersis to limit its ownership
of generator Endesa Chile to 25% from 60%, relates Business News
Americas.

Enersis is completely self-sufficient in terms of generation, and
has an unfair control over the distribution market, Perez said,
noting that Enersis has 55% control of the central grid (SIC)
through Endesa Chile's 3,935MW installed capacity, as well as 50%
of the distribution market through its Chilectra and Rio Maipo
subsidiaries.

Perez also said Enersis should also be fined some US$412,000 for
growing its Endesa Chile stake in 1999 without consulting
antitrust authorities beforehand.

Perez was out-voted four to one in an October 31 antitrust
commission ruling that rejected accusations that the vertical
integration of Enersis' assets would affect consumers. However,
according to an El Mercurio report, Perez also sits on the
Supreme Court and could get support during the next stage of the
legal process after lawyers appealed the antitrust commission's
decision to the country's highest court.

Nevertheless, an Enersis source said that the Company is still
confident that the Supreme Court will ratify the antitrust
commission's ruling.

Enersis lawyers argued that Perez's claim was unfounded given
that the Company sold its transmission subsidiary Transelec to
Canada's Hydro Quebec for US$1.1bn in 2001.

Enersis is forbidden from buying or selling shares in Endesa
Chile until the Supreme Court gives its ruling, which was the
position when the matter was before the antitrust commission.
Furthermore, no board member of Enersis, Chilectra or Endesa
Chile can sit on the board of one of the other two companies.

To see financial statements:
http://bankrupt.com/misc/Enersis.pdf

  CONTACT:  ENERSIS
            Investor Relations:
            Ricardo Alvial
            Chief Investments & Risks Officer of Enersis
            Email: ram@e.enersis.cl
            Phone: (562) 353-4682
            Contacts:
            Susana Rey, srm@e.enersis.cl
            Ximena Rivas, mxra@e.enersis.cl
            Pablo Lanyi-Grunfeldt, pll@e.enersis.cl
  

FALCONBRIDGE LTD.: S&P Takes Negative Outlook on Noranda
--------------------------------------------------------
Standard & Poor's Ratings Services said Monday it lowered its
outlook on Canadian nickel and copper company Falconbridge Ltd.
to negative from stable. The ratings outstanding, including the
'BBB-' long-term corporate credit rating, were affirmed.

The outlook revision reflects the change to the outlook on
Noranda Inc., the parent of Falconbridge.

"The ratings on Falconbridge have been capped by the ratings on
Noranda since September 1999, due to Noranda's controlling
ownership interest in Falconbridge. Noranda currently owns a
58.8% interest in Falconbridge," said Standard & Poor's credit
analyst Chris Timbrell.

The ratings on Falconbridge reflect its good business position as
a major, integrated low-cost producer of nickel and copper with a
solid financial profile, albeit somewhat weakened by the economic
slowdown and low metal prices.

Falconbridge's ability to maintain the current ratings depends on
the success of its parent company, Noranda, in meeting cash flow
targets, including achieving planned cash flows from operations
and asset sales, and Noranda's ability to refinance its June 2003
debenture maturity. If Noranda is unable to demonstrate that it
can achieve these objectives, or if base metals markets fall
below expectations, the ratings on both companies could be
lowered.



===============
C O L O M B I A
===============

ALIANZA SUMMA: Currency Slump Leads to $100M Loss This Year
-----------------------------------------------------------------
Alianza Summa, an alliance between Colombia's top two airlines,
Avianca and Aces, is expected to post losses of US$100 million
this year partly as a result of this year's 17% depreciation of
the local currency against the dollar, Dow Jones reports, citing
an El Tiempo newspaper. Summa President Juan Emilio Posada noted
that 60% of the airlines' costs are in dollars.

Avianca and its subsidiary airline SAM, controlled by
conglomerate Valores Bavaria, and Aces, which is owned by
Colombia's National Federation of Coffee Growers, merged
operations in May. Each group controls a 50% stake in the
alliance.

The government is yet to approve a merger of assets.

  CONTACT:  VALORES BAVARIA SA
            No 7A-47 Calle 94
            Santafe de Bogota DC
            Colombia
            Phone: +57 1 600 2100
            Home Page: http://www.bavaria.com.co/
            Contacts:
            Javier Aguirre Nogues, Chairman
            Leonor Montoya Alvarez, President
            Victor Alberto Machado Perez, Secretary
  
            AVIANCA
            P.O. Box 151310
            Av. el Dorado no. 93-30
            Bogota, Colombia
            Phone: (1) 413 9511
                   (1) 295 8977
  
            ACES (AEROLINEAS CENTRALES DE COLOMBIA)
            Atahualpa Ave. 955 and Republica,
            Edificio Digicom, Office #204
            Phone: 253123
                   253124
                   253294
            Fax: 253131
            Email: http://www.aces.com.co
  
  
BANCO SANTANDER: Fitch Lowers Ratings on Weak Conditions
--------------------------------------------------------
Fitch Ratings has downgraded Banco Santander Colombia's (BSCO)
long-term debt rating to 'BB-' from 'BB' and its individual
rating to 'D/E' from 'D'. In addition, Fitch has revised its
support rating to '4T' from '3T', signifying that it believes
support for the bank is likely, but not certain. The Rating
Outlook on the bank's long-term rating has been revised to Stable
from Negative. The downgrade of the bank's long-term and
individual ratings reflects its continued weak financial
condition, particularly its negative free capital, as a result of
an ongoing economic slowdown and business restructuring.

The bank has been making losses since 1999 due to a sustained
contraction in its business volumes and asset quality pressures,
common to the banking system, which were brought upon by the
prolonged economic downturn in Colombia. Under the direction of a
newly appointed president, management has implemented positive
changes to the bank's strategy in 2002. Nevertheless, Fitch
believes the near to medium term prospects for the bank remain
challenging, particularly its ability to generate sustainable net
income and build capital internally given the smaller franchise,
more limited capital base and the unfavorable economic climate.

Over the past few years, the bank has focused on ridding the
balance sheet of problematic assets and improving efficiency. In
that aim, it halted new lending due to the adverse Colombian
economic conditions and the loan portfolio contracted 44% in
nominal terms between 1999 and end-June 2002. In order to
compensate for the decline in loan revenues, management placed
much of the excess liquidity in government securities, which grew
to represent 38% of total assets by end-June 2002. This strategy,
in addition to hefty depreciation and amortization expenses
related to goodwill, technological investments and fixed assets,
weighed heavily on profitability, offsetting modest efficiency
gains made through branch and personnel reduction.

Following a change in management in the first half of 2002, the
bank has revised its strategy and has sought to renew lending,
while reducing the portfolio of government securities due to
increase market volatility. In the third quarter, the loan
portfolio expanded by 16%, while holdings of government
securities were reduced by 44%. Management also made significant
operating cost reductions, continuing the branch and personnel
rationalization that has been underway for several years. Also in
the first half of 2002, Santander injected capital of US$79
million, which was used to write down goodwill and technological
investments and fund the personnel reduction and a pension
liability. Despite these efforts, the bank posted the largest
losses since 1999 in the first nine months of 2002 as
profitability was further weakened by losses on the sale of
government securities and unrealized mark to market losses on the
remaining portfolio as a result of the wider spreads on
government bonds.

Due to third quarter loan growth and losses in the period, the
bank's total capital ratio dropped to 13.5% (includes goodwill of
COP 28.5 billion) at end-September 2002 from 20.3% at end-June
2002. While above the regulatory requirement, this ratio partly
reflects the high proportion of assets in zero-risk weighted
government securities. In addition, while the bank has
significantly reduced its fixed and intangible assets, they
represented 107% of the bank's equity at end September 2002.

Going forward, the recent measures, particularly the reduction of
expenses and the renewal of lending, should favorably impact the
bank's profitability and management forecasts a small profit for
2003. In the third quarter of 2002, total operating expenses,
including depreciation and amortization, declined to roughly half
of the level of the first two quarters of the year. In addition,
the reduction of government securities and the decision to
reclassify 32% of the remaining portfolio to the held to maturity
category, should somewhat lessen the impact of market risk on
earnings. Nevertheless, in the context of the current economic
conditions in Colombia, Fitch believes that it will take some
time for the bank to rebuild sustainable solid income, which will
be necessary to augment capital to support current operations and
fund future growth.

Given the lack of new lending coupled with conservative risk
management policies implemented by SCH, Fitch has seen a
consistent positive trend in loan quality indicators, which
remain superior to peer indicators. At end-September 2002, the
past due to total loan ratio was 1.4% and loan loss reserve
coverage stood at 450%. However, as is common throughout the
system, restructured loans have grown, partly due to a government
sponsored program to restructure state credits implemented in
2000 and loans accounted for 17% of the portfolio at end-
September 2002. This was concentrated in 3 state credits (80% of
total) and was backed by both municipal revenue and central
government guarantees, and was 26% reserved at the local level.
Given the current debt ratings for Colombia ('BB'; Outlook
Negative), the bank is also exposed to credit risk through its
high, albeit declining holdings of government securities (25% of
total assets at end-September 2002).

The change in BSCO's support rating, which represents the
agency's assessment of whether a bank would receive support
should it be necessary, reflects the tightening of Fitch's global
methodology for assigning support ratings, as communicated by the
agency on July 29, 2002. A support rating of '3' is assigned to a
bank that has an institutional, majority owner of sufficient
reputation and possessing such resources and resolve that, in
Fitch's opinion, support would be forthcoming. In order to
qualify for a support rating of '3', certain conditions must be
met, including written confirmation of the formalization of
parental support. While Fitch continues to take SCH's ownership
into account and considers that its commitment to BSCO remains
strong as evidenced in the recent capital injection, the more
restrictive conditions for assigning a support rating of '3' have
forced the change, not only in Colombia, but to a number of
subsidiaries of financial institutions globally. Similar to other
banks operating in sub-investment grade countries, transfer risk
concerns for BSCO's foreign currency denominated obligations
remain, as indicated by the 'T' suffix attached to the support
rating.

BSCO is Colombia's 11th largest commercial bank with a 2.7%
deposit market share at end-June 2002 (end-June 2000: 4.6%).
Since May 1997, BSCO has been majority owned by SCH, under which
the bank has undertaken significant restructuring. Following the
capitalization in May, SCH's stake in BSCO rose to 97.4% from
90.7% at end-2001 and the remaining shares are widely held.

  CONTACTS:  Ricardo Chaves 1-212-908-0606
             Linda Hammel 1-212-908 0303
             Peter Shaw 1-212-908 0553, New York
  
       Media Relations: James Jockle 1-212-908-0547, New York
  
  
  
=============
E C U A D O R
=============

* Crises Deepens As Confidence Dwindles
---------------------------------------
Ecuador is facing a new debt crisis as the election of former
army colonel Lucio Gutierrez as president is stripping investor
confidence in the country's ability to pay US$2.1 billion of debt
maturing next year, according to a Bloomberg report Monday.
Gutierrez, who won with about 54 percent of the vote, had
previously supported renegotiation of all debts of Latin American
countries.

According to a report from Bloomberg News, Gutierrez's victory
depended in part on the support of voters who want the government
to increase subsidies and end relations with the International
Monetary Fund.

The IMF has required the country, whose US$15.4 billion of debt
corresponds to about 77 percent of the GDP, to reduce spending in
order to get a new loan.

Three years ago, Ecuador defaulted on US$6.5 billion of bonds.

However, the country was pulled out of recession after replacing
its local currency with the U.S. dollar. The move had reduced the
annual inflation rate to 10 percent from 90 percent two years
ago.

The economy reported a growth of 5.6 percent last year, and has
growth predictions of 3 percent this year.

The report indicated Ecuador's benchmark bonds climbed to as high
as 85.5 cents on the dollar April 22 from about 58.6 cents a year
before, to yield as low as 14.75 percent.

But things went downhill after that. The government refused to
reduce spending, which hindered its chances of obtaining the
US$250 million loan it was asking from the IMF.

According to the IMF, the country cannot afford to print money to
cover budget shortfalls, one of the disadvantages of the
dollarization. The lender added that the country's budget deficit
may reach US$500 million, or about 2.5 percent of the GDP.

Ecuador's long-term foreign debt has a rating of CCC+ from
Standard & Poor's, while Moody's gave it a Caa2.

Gutierrez had been trying to regain investor confidence in the
country by meeting investors and promising to secure a new accord
from the IMF. The benchmark bond gained 4 centavos after his talk
with investors in New York on October 31, according to the
report.

Analysts say the government would need a primary budget surplus
of 6 percent of the GDP, excluding debt payments to pay about
US$2 billion in financial obligations for the next two years.
This is greater than the expected surplus of 5 percent this year.



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

BITAL: HSBC Completes Bital Acquisition
---------------------------------------
HSBC Holdings plc (HSBC) finalized the acquisition of Grupo
Financiero Bital S.A. de C.V. (GF Bital) with the close of its
cash tender offer to acquire all of the outstanding shares in GF
Bital.

The offer expired at 15:45 p.m., Mexico City time, on Friday, 22
November 2002. 731,525,483 Series 'O' shares and 203,442,973
Series 'L' shares, which represent 99.21 per cent of the total
capital stock of GF Bital, were validly tendered and accepted for
payment. Settlement of the offer price will be made on Wednesday,
27 November 2002.

The offer price was US$1.20967 per share in cash for each
outstanding share of the Series 'O' shares and Series 'L' shares.
The total offer consideration to be paid by HSBC for the tendered
shares is US$1,131,003,292.17.

All conditions for completion of the offer were met and HSBC
obtained all the Mexican regulatory approvals required in
connection with the offer, including the approvals of the Banking
and Securities Commission (CNBV), the Ministry of Finance and
Public Credit, and the Mexican Stock Exchange.

HSBC Group Chief Executive Sir Keith Whitson said: "I am
delighted with the result of the offer. As a member of the HSBC
Group, GF Bital will have access to the global expertise and
resources of one of the world's largest financial services
organisations. The strengths of both banks will be combined to
provide an outstanding level of service to GF Bital's six million
customers."

HSBC considers GF Bital to be an attractive banking franchise and
a major and highly respected force in Mexican financial services.
The acquisition will enable HSBC to become one of the few banks
that can facilitate investment and trade flows seamlessly amongst
the NAFTA countries and internationally.

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
organisations.

  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
   
  
GRUPO MEXICO: Asarco Mine At Risk Of Closure
--------------------------------------------
Asarco, a U.S.-based copper mine owned by Grupo Mexico, is hoping
better prices for the red metal will come soon, as the future of
its Mission mine in Arizona depends on it, reports Reuters.

"The price needs to be a little higher than where it is for us to
think we can keep this going," spokesman Clay Allen answered when
asked what price copper would have to be to keep mine open.

According to Allen, the LME copper price was just over 73 cents a
pound at 1500 GMT while Asarco's current operating costs are
somewhere in the 80s cents a lb.

Asarco is currently battling with debts totaling to almost US$1
billion, including a US$450-million credit facility and a US$100-
million bond, due to be paid in January and February 2003
respectively.

A decision on Mission would appear imminent as Asarco said in
late October it would take a few weeks to explore the possibility
of closing it.

Closure of the mine would mean a production cut of about 5%, or
50,000 tonnes, of contained copper of Grupo Mexico's overall
production.

Furthermore, closure could prompt the Company to shut down its
Hayden smelter in Arizona, which relies on Mission feed. Also at
risk is the Amarillo refinery in Texas.

  CONTACT:  GRUPO MEXICO S.A. DE C.V.
            Avenida Baja California 200,
            Colonia Roma Sur
            06760 M,xico, D.F., Mexico
            Phone: +52-55-5264-7775
            Fax: +52-55-5264-7769
            Home Page: http://www.gmexico.com
            Contacts:
            Germ n Larrea Mota-Velasco, Chairman and CEO
            Xavier Garca de Quevedo Topete, President and COO
            Alfredo Casar P,rez, COO, Ferrocarril Mexicano
            Daniel Ch vez Carre n, COO, Industrial Minera M,xico
            Daniel Tellechea Salido, VP and Administration and
                                     Finance  President
  
            ASARCO
            2575 E. Camelback Rd., Ste. 500
            Phoenix, AZ 85016
            Phoenix City
            Phone: 602-977-6500
            Fax: 602-977-6701
            Home Page: http://www.asarco.com
            Contacts:
            Germ n Larea Mota-Velasco, Chairman and CEO
            Genaro Larrea Mota-Velasco, President
            Daniel Tellechea Salido, VP and CFO
  
  
INTERNATIONAL THUNDERBIRD: Issues Statement On 3Q02 Results
-----------------------------------------------------------
International Thunderbird Gaming Corporation (TSX:INB) announces
its financial results for the third quarter ended September 30,
2002. All figures are in US dollars.

Third Quarter results: For the three months ended September 30,
2002, gaming revenues were $4,252,000 compared to 2001 revenues
of $4,424,000. The Company's 50% stake in Panama's revenues was
$3,345,000 in 2002 compared to $3,448,000 for the same period in
2001. The Company's interest in Guatemala revenues was $409,000
in 2002 compared to $465,000 for the third quarter in 2001.
Nicaragua's revenues improved from $489,000 in 2001 to $498,000
in 2002. The Company has a 30% equity interest in Venezuela,
which is not consolidated for financial statement reporting
purposes. The Venezuela operations achieved revenues of $847,000
in 2002 compared with $941,000 for the quarter in 2001. The
Company's equity interest in Venezuela was 36% in 2001. The
Company also has equity interests in its skill machine locations
in Mexico, which are also not consolidated for financial
statement reporting purposes. The combined Mexico operations
achieved revenues of $nil in 2002 compared to $1,249,000 in the
third quarter of 2001.

Thunderbird recorded a loss for the quarter of $74,000 or $nil
per share compared with a gain of $94,000 or $nil per share in
the third quarter of 2001. The 2002 financial statements for the
third quarter were positively affected by non-recurring events in
the net amount of $162,000. The net impact of the settlement with
a California tribe, from whom the Company secured a note for
$750,000, was $488,000. The Company also reserved $326,000
against the fiestacasinos.com receivable due to the fact that the
Company has not received a payment on the note since March 2002.
The Company's equity interest in Venezuela and Mexico
collectively accounted for a loss of $187,000 for the quarter,
compared to a loss of $111,000 in 2001.

The Venezuela operation, which contributed a loss of $138,000 to
the 2002 third quarter, continues to suffer in the midst of the
country's economic and political instability.

The Company achieved EBITDA (Earnings Before Interest, Taxes,
Depreciation and Amortization) for the three-month period ended
September 30 of $792,000 compared to $1,153,000 for the same
period in 2001.

Year to Date results: For the nine months ended September 30,
2002, gaming revenues reached $13,213,000, an increase of 8.7%
compared to 2001 revenues of $12,160,000. The Company's 50% stake
in Panama's revenues improved from $9,938,000 in 2001 to
$10,545,000 for the same period in 2002. The Company's interest
in Guatemala revenues was $1,158,000 in 2002 compared to
$1,246,000 for the nine months in 2001. Nicaragua's revenues
improved from $887,000 in 2001, encompassing the first seven
months of operations, to $1,499,000, representing nine full
months of operations in 2002. The Company has a 30% equity
interest in Venezuela, which is not consolidated for financial
statement reporting purposes. The Venezuela operations achieved
revenue of $4,171,000 in 2002 on 9 full months of operations. The
year-to-date revenues for 2001 were $941,000 and reflect the
first 45 days of operation, which opened August 16, 2001. The
Company's equity interest in Venezuela was 36% in 2001. The
Company also has equity interests in its skill machine locations
in Mexico, which are also not consolidated for financial
statement reporting purposes. The combined Mexico operations
achieved revenues of $2,444,000 for the nine months of 2001
compared to $57,000 in 2002, which reflects just 10 days of
operations in the Reynosa location.

Thunderbird recorded a loss for the nine months of $145,000 or
$0.01 per share compared with a loss of $1,409,000 or $0.06 per
share in the first nine months of 2001. The Company's equity
interest in Venezuela and Mexico collectively accounted for a
loss of $334,000 for the nine months compared to a loss of
$624,000 in 2001. The Venezuela operation, which contributed a
loss of $176,000 to the 2002 results, continues to suffer in the
midst of the country's economic and political instability.

Year to date the Company has achieved EBITDA of $2,585,000
compared to $1,566,000 for the same period in 2001.

Operations: The Company previously reported that its 2001 year
end financial statements and its 2002 1st and 2nd quarter
financial statements were prepared on the basis of accounting
principles applicable to a going concern, which assumes the
realization of assets and liabilities in the normal course of
business, and that the application of the going concern concept
is dependent on the Company's ability to generate future
profitable operations.

The Company's overall operations have shown strong revenues
during the initial 55 days of the 4th quarter.

In Panama, the expansion at the El Panama Hotel Casino was
completed on November 16, 2002. The El Panama Casino added 100
video gaming and slot machines increasing the total gaming
machines to 320 and added 35 table positions increasing the total
table positions to 175.

In Guatemala, the company is awaiting the results of the
arbitration proceeding.

The Fiesta Casino in Venezuela has successfully re-financed its
high interest rate loan with Del Sur Bank (approximate principal
debt of $2.2 million dollars), and as a result significantly
reduced its monthly interest expense. The previous interest rate
was a variable rate of between 50% and 60% and the current
interest rate is now fixed at 18%.

The Company continues to pursue two parallel paths in Mexico: (1)
Discussion with the Mexico Government on settling the NAFTA claim
with hopes of re-opening the Mexico Skill Game operations; and
(2) aggressively litigating the NAFTA claim.

The Company continues to pursue certain receivables including an
action filed against the Spotlight 29 Casino. The lawsuit is
scheduled to go to trial in April of 2003. The Company was
successful in October 2002 in entering into "work-outs" with its
two major creditors, MRG Entertainment and Prime Receivables. The
effect of the workouts, which will be reflected in the 2002
audited year end financials, would have reduced the Company's
working capital deficiency as of September 30, 2002, from
$6,319,000 to $3,756,000.

Newly appointed auditor: The Company is pleased to announce that
Davidson & Company Chartered Accountants will perform the audit
of the Company's consolidated financials for 2002 following
KPMG's resignation, made effective November 15, 2002. Davidson &
Company will rely on KPMG-Panama for the "in-country" audit for
the Panama operations and Deloitte &Touche for the "in-country"
audits of the Nicaragua and Guatemala operations. The Company
thanks KPMG-Vancouver for its thorough audit services during the
past several years and is confident that Davidson & Company will
deliver a quality independent audit.

Trading and Listing: The Company's listing application to the TSX
Venture Exchange was denied. The TSX Venture advised that the
Company does not currently meet its minimum listing requirements.
The Company is applying for listing on the OTCBB and intends to
qualify with a new exchange, the "BBXchange" once the OTCBB is
phased out. The Company is seeking market makers with the goal of
resuming trading on the OTCBB and expects the qualifying process
to take between 6 weeks and 3 months.

International Thunderbird Gaming Corporation is an owner and
manager of international gaming facilities. Additional
information about the Company is available on its World Wide Web
site at www.thunderbirdgaming.com.

On behalf of the Board of Directors,

      Jack R. Mitchell, President and CEO
  
  CONTACT:  International Thunderbird Gaming Corporation
            Albert Atallah, 858/451-3637
            858/451-1169 (FAX)
            Email: info@thunderbirdgaming.com
            Website: www.thunderbirdgaming.com
  

SATMEX: Three Institutions To Extend Credits, Freeing Cashflow
--------------------------------------------------------------
Mexico-based satellite operator Satmex, which is majority
controlled by Loral Space & Communications, is close to obtaining
credits worth US$300 million from the US government's export
financing bank EximBank, French export agency Cofase and local
development bank Bancomext, reports Mexico City daily El
Universal.

Satmex CFO Cynthia Pelini indicated that the move will allow the
Company to prepay debt of about US$205 million that is subject to
a floating interest rate, as well as restructure the rest of its
US$525 million debt.

The remaining US$320 million of debt is in the form of fixed rate
bonds due 2004, Pellini said, adding that the Company is
negotiating with bondholders to extend the term.

The agreement with the three institutions is dependent on payment
for the construction and the launching of Satmex's next satellite
Satmex 6, which will cost US$300 million.

Satmex will initially finance that with insurance proceeds
stemming from failure of the Solidaridad I satellite, but
Eximbank and Cofase have offered to provide loans equivalent to
85% of the completed Satmex 6 investment, with Bancomext offering
the final 15%.

Meanwhile, Satmex has postponed the Satmex 6 launch from the
first quarter of 2003 to the second quarter of the same year.

The Company predicts Satmex 6 will eventually generate annual
revenues of US$80 million, but is unlikely to contribute much to
2003 revenues because it will take time to activate clients and
there will be a post-launch testing phase, Pelini said.

Satmex, the leading Mexican satellite operator in the Americas,
owns and operates a satellite system through which it offers
broadcast, telephone and telecommunications services to 39
countries in the region. The Satmex fleet also helps develop
rural areas by offering distance learning and rural telephony
services. And, through its business partners in the NAFTA region
and Latin America, Satmex provides highspeed connectivity to ISPs
and Digital Broadcast Services (DBS), thus contributing to the
integration of Latin America with the rest of the Continent.
Satmex is ISO 9001 certified.

  CONTACTS:  Kristi King Etchberger: + (52) 55 5201-0804 (Satmex)
             Tony Doumlele: (212) 338-5214 (Loral)
    
  
  
                 ***********
  

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
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.

Information contained herein is obtained from sources believed to
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The TCR Latin America subscription rate is $575 per half-year,
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