TCRLA_Public/030423.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, April 23, 2003, Vol. 4, Issue 79



ACINDAR: Offers to Purchase 11.25% Notes in Dutch Auction
AHOLD: JV Deals In Argentina Under Review
AT&T LATIN AMERICA: Files Proceedings to Voluntary Ch. 11 in US
BANCO SUQUIA/BISEL/BERSA: Upcoming Election Holds Up Sale
CTI HOLDINGS: Argentine Fitch Rates $300M of Bonds `C(arg)'

IMPSAT: Seeks To Expand To The SME Sector
TELECOM ARGENTINA: Over EUR200 Mln of Bonds Rated `C(arg)'
* Argentina May Have To Boost Surplus To Receive IMF Funds


ANNUITY & LIFE: NYSE Notifies Potential Delisting


VARIG: Returns To Merger Talks With TAM


AVIANCA: Moves To Extend Lists, Schedules, Statements Filing
AVIANCA: Willis Engine Seeks Adequate Protection Provision
AVIANCA: Willis' Motion Hearing Set for May 1


CHN/BANEJER: Conclude Merger; Audit To Follow


AZTECA HOLDINGS/TV AZTECA: Moody's Downgrades Ratings
CFE: Plans To Sell MXP2.2 Bln Of Debt Soon
EMPRESAS ICA: Financial Statements Subject To SHCP Probe
GRUPO IUSACELL: Shareholders Move To Prevent NYSE Delisting
GRUPO TFM: KCS Takes Majority Control

GRUPO TMM: Moody's Analyst Predicts Potential Bankruptcy
SATMEX: Announces Improved Results for 2002


CANTV: Seeks To Expedite Currency Trading Reforms
PDVSA: Launches Plan With Ecopetrol To Contain Cano Limon Spill

     - - - - - - - - - -


ACINDAR: Offers to Purchase 11.25% Notes in Dutch Auction
Acindar Industria Argentina de Aceros S.A. announced on April 10
its Offer to purchase for cash relating to its 11.25 percent
notes due 2004. This offer will expire at 5:00 p.m. New York City
time on May 9, 2003 unless the offer is terminated earlier of
extended by the Company (such time and date, as the same may be
extended, the "expiration date").

Holders of notes and dollar debt must validly tender their notes
and dollar debt on or prior to the expiration date in order to be
eligible to receive the purchase price. The same holders must
tender their notes and dollar debts prior to 5:00p.m., New York
City time, on April 25,2003, or as such date is extended (the
"early tender date") to receive the early tender payment.

On the terms and subject to the conditions described in the Offer
to Purchase and in the related letter of transmittal, the Company
is offering to purchase for cash (the "Offer"), at a price
determined by the "Modified Dutch Auction Procedure" described
below, outstanding 11.25 percent Notes due 2004 of the Company
(the "Notes") and certain U.S. dollar denominated indebtedness of
the Company as described in the Offer to Purchase (the "Dollar
Debt") for an aggregate purchase price of up to US$20 million
(the "Offer Amount"). As of April 7, 2003, the total aggregate
principal amount of Notes and Dollar Debt outstanding was US$277
million, which includes US$100 million aggregate principal amount
of Notes (including Notes held by affiliates of the Company that
will not be included in the Offer) and US$177 million aggregate
principal amount of Dollar Debt. The Offer is being conducted
prior to the overall restructuring of Acindar's outstanding
financial indebtedness (a description of which is provided in the
Offer to Purchase).

Under the Modified Dutch Auction procedure pursuant to which the
offer is being made, a holder of Notes or Dollar Debt, (each, a
"Holder") may tender such notes or debt at prices in a range (the
"Price Range") from US$450 per US$1,000 of principal amount (the
"Minimum Offer Price") to US$650 per US$1,000 of principal amount
(the "Maximum Offer Price"). Tender prices within the Price Range
must be in integral multiples of US$10, Acindar will accept Notes
and Dollar Debt validly tendered (and not withdrawn) in the Offer
in the order of the lowest to the highest tender prices specified
or deemed to have been specified by tendering Holders within the
Price Range and will select the singles lowest price so specified
that will enable the company to purchase Notes and Dollar Debt
for the Offer Amount (the "Purchase Price"), subject to the
proration terms of the offer and to the other terms and
conditions described in the Offer to Purchase and in the related
Letter of Transmittal. Acindar will pay the same Purchase Price
(or without specifying a tender price), such Notes or Dollar Debt
may be subject to proration and a portion of such Notes or Dollar
Debt that are tendered at a price higher than the Purchase Price.
Acindar will not pay any accrued and unpaid interest on any
tendered Notes or Dollar Debt (including default interest and
additional amounts, if any). By tendering Notes or Dollar Debt in
the Offer, a tendering Holder will be foregoing its right to
receive interest on such tendered Notes and Dollar Debt.

On the terms and subject to the conditions set forth in the Offer
to Purchase and the related Letter of Transmittal, Acindar is
offering to pay in addition to the Offer Amount on the Settlement
Date (as defined in the Offer to Purchase) to each Holder who (i)
has validly tendered Notes or Dollar Debt prior to the Early
Tender Date and (ii) whose Notes or Dollar Debt are purchased in
the Offer, an amount of cash equal to US$50 for each US$1,000
principal amount of Notes or Dollar Debt so tendered and
purchased (the "Early Tender Payment"). "Total Consideration"
means the sum of the Purchase Price and the Early Tender Payment.
Acindar will not be required to make the Early Tender Payment
unless the Offer is consummated and such Notes and Dollar Debt
are purchased in the Offer.

The Offer is not conditioned on tender of a minimum principal
amount of Notes or Dollar Debt. The Offer is, however, subject to
other conditions. See "Conditions to the Offer" in the Offer to

Acindar will pay for the accepted Notes and Dollar Debt by
transferring the Purchase Price, or the Total Consideration, as
the case may be, therefor to the Depositary. Upon the
Depositary's receipt thereof, the Offer will be deemed
consummated for all purposes. At that time, such Notes and Dollar
Debt shall be retired and cease to be outstanding. The Depositary
will act as the agent for the tendering Holders for the purpose
of receiving such payment and transmitting the appropriate
portions thereof to them. Under no circumstances will any
interest be owed or paid on such amounts because of any delay in
making such payments.

Acindar expressly reserves the right at any time and from time to
time, subject to Rule 14e-1 of the United States Securities
Exchange Act of 1934, as amended, to (a) extend the Expiration
Date, (b) amend the Offer in any respect or (c) terminate the
Offer prior to the Expiration Date and return any Notes and
Dollar Debt tendered by giving oral or written notice of such
extension, amendment or termination to JP Morgan Chase Bank, as
the depositary (the "Depositary"). Such decision will be
announced publicly by no later than 9:00 a.m. New York City time,
on the Business day after the previously scheduled Expiration
Date or if earlier, the first business day after such notice has
been delivered to the Depositary.

Except in the circumstances set forth below, tenders of Notes and
Dollar Debt pursuant to the Offer are irrevocable, and tendering
Holders will have tendered Notes and Dollar Debt a period of five
business says after June 9, 2003 to withdraw any Notes or Dollar
Debt tendered pursuant to the Offer. In the case of an amendment
to the terms and conditions of the Offer that is, in Acindar's
reasonable judgment, adverse to any Holder of the Notes and
Dollar Debt that has tendered such Notes or Dollar Debt in the
Offer, such Holder shall be entitled to withdraw all, but not
less than all, of its tendered Notes or Dollar Debt by written
notice to Acindar and the Depository prior to 5:00 p.m. New York
City time, on the fifth business day after the date on which
notice of such amendment has been provided. If the Offer is
terminated or expires without Acindar having purchased any Notes
or Dollar Debt, Acindar will promptly return Notes and Dollar
Debt tendered pursuant to the Offer if the tendering Holders. For
a withdrawal of tenders of Notes or Dollar Debt to be effective,
a written or facsimile transmission of withdrawal must be
received by the Depositary during any period in which such
withdrawals are allowed as described above at its address set
forth on the back cover page of the Offer to Purchase. Any such
notice of withdrawal must (1) specify the name of the direct
participant or Holder who tendered the Notes or Dollar Debt to be
withdrawn (2) contain a description of the Notes or Dollar Debt
to be withdrawn and the aggregate principal amount represented by
such Notes or Dollar Debt and (3) be signed by the Holder of such
Notes or Dollar Debt in the same manner as the original signature
on the Letter of Transmittal by which such Notes or Dollar Debt
were tendered. If the Notes or Dollar Debt to be withdrawn have
been delivered or otherwise identified to the Depositary, a
signed notice of withdrawal is effective immediately upon written
or facsimile notice even if physical release is not effected.

CONTACT:  Information Agent:
          Georgeson Shareholder
          (North America)
          17 State Street - 10th Floor
          New York, NY 10004
          Phone: (212) 440-890 (Banks and Brokers)
                 (800) 368-2245 (Toll Free)

          (Europe and Latin America)
          Via Emilia 88
          Rome, Italy 00187
          Phone: +39 06 42 171 777

          Dealer Manager for the Offer:
          Credit Suisse First Boston
          Eleven Madison Avenue
          New York, New York, 10010-3629
          Phone: +1 212 538-8474
                 (800) 820-1653

AHOLD: JV Deals In Argentina Under Review
Dutch grocery chain Ahold launched an investigation into joint-
venture agreements in Argentina and elsewhere following
revelations that key documents related to its Scandinavian
venture were kept from auditors, reports the Financial Times.

Although the Company did not expect to find any problems, still,
it will push through with the review as a precaution.

Ahold has been under investigation by the US Securities and
Exchange Commission and the Department of Justice and has
launched an internal probe after the disclosure of a US$500
million accounting hole in one of its US divisions this year.

Just recently, the Company recently uncovered certain accounting
issues at its Scandinavian joint-venture ICA Ahold. A series of
side letters, or addenda, that were connected to an ICA Ahold
contract are being reviewed by prosecutors in an attempt to
discover why Deloitte & Touche, Ahold's auditors, fully
consolidated 100% of ICA Ahold's sales, even though the Company
did not fully control the venture.

This artificially inflated the Company's sales by several billion
euros over a three-year period.

Dutch prosecutors said they were still reviewing information
supplied by the company. It would be known "in a couple of weeks"
whether criminal charges would be brought against Ahold

AT&T LATIN AMERICA: Files Proceedings to Voluntary Ch. 11 in US
AT&T Latin America Corp. (OTC Bulletin Board: ATTL.OB), announced
Monday that the company has converted the Chapter 11 process for
its U.S. entities to a voluntary Chapter 11 process initiated by
the company. The voluntary filing includes the company's U.S.

As announced on Monday, April 14, Matlin Patterson, one of the
company's secured creditors, filed a petition to reorganize ATTL
under Chapter 11 in the Southern District of Florida, Miami
Division. Matlin Patterson's petition applied to AT&T Latin
America Corp., as well as its Argentine subsidiary.

ATTL had indicated Monday that the company would move quickly to
convert Matlin Patterson's filing to a voluntary filing initiated
by the company. "Converting our U.S. entities to a voluntary
Chapter 11 process is consistent with our strategy to protect the
interests of all creditors and stakeholders of ATTL," said
Lawrence Young, ATTL Chief Financial Officer. Mr. Young indicated
that the company is currently assessing various options for the
Argentine subsidiary.

Additionally, ATTL released preliminary numbers regarding its
first quarter performance. The company generated revenue of
approximately $39mm in the first quarter. For Q1, the company
expects to generate an EBITDA margin (before restructuring
charges) of 8-12%, a dramatic improvement over the company's Q4
performance, and $4-6mm above the company's Q1 forecast. ATTL
also ended the first quarter in a stronger cash position than
previously expected. "We exceeded our Q1 budget in all areas and
in all countries," said Patricio Northland, CEO, President and
Chairman of the Board of ATTL. Added Mr. Northland, "We continue
to sign up new customers, as well as expand our business within
our existing customer base. Our performance in the first quarter
is a testament to the incredible accomplishments of our employees
in each country. We are exceeding the objectives we set forth in
December as part of our restructuring plan. As we move into the
second quarter, we continue to see strong, positive momentum in
the marketplace with our customers, and within our operations."

ATTL is continuing to pursue a potential new owner or investor
for the company, and does not anticipate the timing of the sale
process to be affected by these actions.

About AT&T Latin America

AT&T Latin America Corp., headquartered in Washington, D.C., is a
facilities-based provider of integrated business communications
services in five countries: Argentina, Brazil, Chile, Colombia
and Peru. The company offers data, Internet, voice, video-
conferencing and e-business services.

Safe Harbor Statement Under the Private Securities Litigation
Reform Act of 1995: This press release includes "forward-looking
statements" which are based on management's beliefs as well as on
a number of assumptions concerning future events made by and
information currently available to management. Readers are
cautioned not to put undue reliance on these forward-looking
statements, which are not a guarantee of performance. The
statements involve known and unknown risks and uncertainties,
many of which are outside of AT&T Latin America's control that
may cause its actual results or outcomes to materially differ
from such statements.

The risks and uncertainties include but are not limited to the
risks associated with negotiating a comprehensive restructuring
of its debt, including the debt of its subsidiaries not included
in the Chapter 11 proceeding; AT&T Latin America's ability to
develop, prosecute, confirm and consummate a plan of
reorganization with respect to the Chapter 11 case; AT&T Latin
America's ability to obtain court approval with respect to
motions in the Chapter 11 proceeding it prosecutes from time to
time; AT&T Latin America's ability to fund its business plan
and/or to raise additional financing on acceptable terms and
conditions; its ability to retain customers; changes in economic
and political conditions in the countries in which it operates;
currency fluctuations; inaccurate forecasts of customer or market
demand; changes in AT&T Corp.'s approach to customers and its
commercial relationships with the company; changes in
communications technology and/or the pricing of competitive
products and services; highly competitive market conditions;
changes in or developments under laws, regulations and licensing
requirements in the countries in which AT&T Latin America
operates; volatility of its stock price; and other risks and
uncertainties described in the company's filings with the
Securities and Exchange Commission which readers are urged to
read carefully in assessing the forward-looking statements
contained in this press release. These statements are made as of
the date of this press release, and AT&T Latin America undertakes
no obligation to update or revise them, whether as a result of
new information, future events or otherwise.

CONTACT:  AT&T Latin America Corp.
          Marcelo Esquivel
          Phone: +011-562-241-4706
          Catherine Castro
          Phone: +1-202-689-6336

BANCO SUQUIA/BISEL/BERSA: Upcoming Election Holds Up Sale
The fate of three Argentine banks currently in government
receivership remains unresolved, as the current Argentine
President Eduardo Duhalde is reluctant to expedite the process
because of the April 27 presidential election.

The banks - Suquia, Bisel and Bersa - went into receivership in
May 2002 when their French controller Credit Agricole decided to
leave the country.

The government has been trying to sell the banks since last year
but the operation has been held up because of a dispute between
federal bank Banco Nacion and the central bank. The monetary
authority claims it should handle the disposal of the three
banks, just as it did with the local franchise of Canada's
Scotiabank last year.

          25 de Mayo 160 Cordoba
          5000 Cordoba
          Phone: 0351-422-2048
          Fax: 0351-420-0279
          Home Page:
          Bernard Pierre Jean Brousse, Vice-President
          Nestor Jose Belgrano, Director

          Monte Caseros 128
          3100 Entre Rios
          Phone: 0343-4201200
          Fax: 0343-4213869
          Contact: Alberto Roque Ferrero, Vice-President

          BANCO BISEL S.A.
          Mitre 602 Rosario
          2000 Santa Fe
          Phone: 0341-4200300
          Home Page:
          Guillermo Harteneck, President
          Jean Luc Perron, Vice President
          Bernard Brousse, Vice President

CTI HOLDINGS: Argentine Fitch Rates $300M of Bonds `C(arg)'
Fitch Argentina Calificadora de Riesgo S.A. rated US$300 million
of bonds issued by CTI Holdings S.A., `C(arg)', according to an
announcement from the National Securities Commission of

The rating affects bonds described as "Obligaciones Negociables
con Cupon Diferido autorizadas por AGOyE de fecha 6.11.97",
classified under "simple issue." The bonds would mature on April
1m 2008.

According to Fitch, financial obligations rated `C(arg)' have an
extremely weak credit risk relative to other issues in Argentina.
Capacity for meeting financial commitments is solely reliant upon
sustained, favorable business or economic conditions.

The rating, issued on Tuesday, was issued based on CTI Holding's
financial position as of the end pf December 2002.

IMPSAT: Seeks To Expand To The SME Sector
Impsat Fiber Networks, which successfully lowered its debt to
US$270 million in December 2002, from about US$950 million in
June 2002 under Chapter 11 protection, is now ready to continue
local expansion through acquisitions, reports Business News

Impsat Argentina chairman Marcelo Girotti revealed that the
corporate services provider is now seeking to increase its reach
to the SME sector.

"We have a very good backbone, but we lack capillaries," Girotti
said, adding that the Company requires access to urban networks
such as those operated by cable TV providers and telecoms

In December, Impsat Corp. chairman Ricardo Verdaguer said that
the Company would invest US$20 million regionally, including
US$10 million in Argentina alone.

Impsat also aims to form alliances with technology suppliers and
embarks on a debt buyback program.

CONTACT:  IMPSAT Fiber Networks, Inc.
          Hector Alonso or Gonzalo Alende Serra

          John McKenna or Lily Chu

          John McInerney or Robin Weinberg

TELECOM ARGENTINA: Over EUR200 Mln of Bonds Rated `C(arg)'
Some EUR200 million of Telecom Argentina Stet-France Telecom
S.A.'s corporate bonds were rated `D(arg)' by Fitch Argentina
Calificadora de Riesgo S.A. on Tuesday.

An announcement in the country's National Securities Commission
indicated that the rating applies to bonds described as "Serie I
emitida bajo el Programa Global del Obligaciones Negociables
vencido en agosto de 1999" due on April 1, 2004.

Meanwhile, EUR250 of bonds with the description, "Serie I,
emitida bajo el Progr. Global de Obligaciones vigente hasta
Septiembre del 2004" also received the said ratings.

Both set of bonds were classified under "series and/or class."

The `D(arg)' rating is issued to financial obligations that are
in default, said the ratings agency. Fitch based the issued
rating on the Company's financial health as of December 31, 2002.

          Alicia Moreau de Justo 50, 10th Floor
          Capital Federal (1107) Repoblica Argentina
          Phone: +54 11 4968 4000
          Home Page:
          Alberto J. Ricciardi, Chief Financial Officer
          Elvira Lazzati, Finance Director
          Pedro Insussarry, Investor Relations Manager
          Phone: (5411) 4968-3626/3627
          Fax: (5411) 4313-5842/3109

* Argentina May Have To Boost Surplus To Receive IMF Funds
Argentina's next administration will be asked to increase the
country's fiscal surplus to qualify for another payment from the
International Monetary Fund, local paper Clarin reports, citing
unnamed government officials.

Argentina will hold its presidential elections on Sunday. The
report explains that a candidate needs 45 percent of the vote or
40 percent and a lead of 10 percentage points over the next rival
to win the election in the first round. If there is no clear
winner, the top two candidates face off on a second ballot in

According to the paper, IMF officials will require a fiscal
surplus of 4 percent of gross domestic product, instead of the
present 2.5 percent GDP requirement.

The lender is also expected to seek a lowering of taxes on some
financial transactions and on agricultural exports, the report

In January this year, Argentina has received its first agreement
with the IMF after it defaulted on a record US$95 billion of debt
in December 2001. The country lost all its credit lines to all
other multilateral lenders after the default.


ANNUITY & LIFE: NYSE Notifies Potential Delisting
Annuity and Life Re (Holdings), Ltd. (NYSE: ANR) announced Monday
that, as previously disclosed in its Annual Report on Form 10-K
for the year ended December 31, 2002, it has received a notice
from the New York Stock Exchange dated April 8, 2003, stating
that the Company did not satisfy the NYSE's continued listing
standards as of that date because the average closing price of
the Company's common shares had been below $1.00 for a 30
consecutive trading day period.

If the Company cannot achieve a $1.00 average share price for 30
consecutive trading days within six months of the receipt of this
notification, the NYSE has indicated that it will commence
suspension and delisting procedures with respect to the Company's
common shares. In addition, the Company announced that the NYSE
has informed the Company that it is considering whether the
Company continues to meet certain of the NYSE's qualitative
continued listing standards due to concerns over the Company's
financial condition.


VARIG: Returns To Merger Talks With TAM
Brazil's flagship airline Varig will revisit merger talks with
rival TAM after members of the board of FRB-Par -- the holding
that controls Varig -- committed themselves to come up with a
model by April 30, when FRB-Par will review it, reports Reuters.

The decision follows the resignation of Varig President Manuel
Guedes. Guedes was in charge of negotiating with creditors and
trying to secure aid from the government, while at the same time
overseeing merger talks. However, Guedes left his post last week
after the foundation refused to approve the merger with TAM,
sources close to the firm revealed. FRB-Par's administrative
council is yet to choose a new Varig president.

Defense Minister Jose Viegas has been pushing for a merger
between Varig and TAM in order to withstand one of the worst
crises in Brazil's aviation history.

Analysts, however, are getting apprehensive that Varig, the most
indebted of the two carriers, with a debt load of about US$1
billion, will not last long enough to finish its talks with TAM.

According to Gilmar Carneiro dos Santos, a member of the board of
FRB-Par, the government's BNDES national development bank will be
directly involved in the talks.

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:
              Dorival Ramos Schultz, EVP Finance and CFO

              Investor Relations:
              Av. Almirante Silvio de Noronha,
              n  365-Bloco "B" - s/458 / Centro
              Rio de Janeiro, Brazil

              Daniel Mandelli Martin, President
              Buenos Aires
              Tel. (54) (11) 4816-0001


AVIANCA: Moves To Extend Lists, Schedules, Statements Filing
COME NOW Aerovias Nacionales de Colombia S.A. Avianca and
Avianca, Inc., as debtors and debtors in possession in the above-
captioned bankruptcy cases (collectively, the "Debtors"), and
pursuant to Rule 9006(b) of the Federal Rules of Bankruptcy
Procedure, move for an enlargement of the time within which they
are required to file certain of the lists, schedules and
statements referred to in Rule 1007 of the Federal Rules of
Bankruptcy Procedure, and in support thereof respectfully
represent as follows:

1. On March 21, 2003 (the "Petition Date"), the Debtors filed
their voluntary petitions under chapter 11 of Title 11 of the
United States Code (the "Bankruptcy Code") and have continued in
the management and operation of their businesses and properties
as debtors in possession pursuant to sections 1107 and 1108 of
the Bankruptcy Code.

2. Pursuant to Rule 1007 of the Federal Rules of Bankruptcy
Procedure, the Debtors are required to file lists containing the
name and address of each equity security holder within fifteen
(15) days from the Petition Date, together with their schedules
of assets and liabilities, a statement of financial affairs, and
a statement of executory contracts and unexpired leases.

3. The financial affairs and the books and records of the Debtors
are extraordinarily complex. Accordingly, the Debtors request an
additional 30-day extension of time within which to file their
lists of equity security holders, schedules of assets and
liabilities, statement of financial affairs and statement of
executory contracts through and including May 20, 2003.

4. Notice of this pleading will be served upon the United States
Trustee, counsel to the Official Committee of Unsecured
Creditors, The Bank of New York, as Trustee under the Avianca
Ticket Receivables Master Trust, the U.S. Attorney for the
Southern District of New
York, the District Director of the Internal Revenue Service, and
each party who has filed and served a notice of appearance in
this case. No examiner or trustee has been appointed in this
case. Given the nature of the relief requested herein and the
harm to the Debtors that will result if the requested relief is
not granted, the Debtors submit that such notice is sufficient
and proper, and that no other notice need be given.

5. The Debtors submit that they are requesting by this Motion
solely relief which is routine in cases of this type, that the
Debtors are relying on no points and authorities other than the
rules and statutory provisions cited in this Motion, and,
accordingly, respectfully request that the Court waive the
requirement that the Debtors submit a Memorandum of Law in
support of this Motion.

WHEREFORE, Aerovias Nacionales de Colombia S.A. Avianca and
Avianca, Inc. move for an enlargement of time within which to
file the foregoing lists, schedules and statements through and
including May 20, 2003, for relief from the requirement set forth
in S.D.N.Y. LBR 9013-1(b) that they file with this Motion a
Memorandum of Law, and for such other and further relief as may
be just and proper.

Dated: Atlanta, Georgia
April 18, 2003
Respectfully submitted,
/s/Ronald E. Barab
Ronald E. Barab (RB4876)

Of Counsel:
Suite 3100, Promenade II
1230 Peachtree Street, N.E.
Atlanta, Georgia 30309
(404) 815-3500

1251 Avenue of the Americas
New York, New York 10020
(212) 278-1000
Attorneys for the Debtors

AVIANCA: Willis Engine Seeks Adequate Protection Provision
Willis Lease Finance Corporation and Willis Engine Funding LLC
(collectively, "Willis"), parties in interest under 11 U.S.C. 
1109(b), and the beneficial owners of 4 owner trusts which lease
4 aircraft engines to the debtor Aerovias Nacionales de Colombia
S.A. Avianca ("Avianca") for use on some of its 31 aircraft, for
its motion (the "Motion") for the entry of an order requiring the
Debtors to provide Willis with adequate protection pursuant to 
361 and 363(e) of title 11, United States Code, 11 U.S.C.  101
et seq (the "Bankruptcy Code"), or in the alternative, for relief
from the automatic stay pursuant to  362(d) of the Bankruptcy
Code, respectfully represents as follows:

1. On March 21, 2003 (the "Petition Date"), Avianca and Avianca,
Inc. (collectively, the "Debtors") filed voluntary petitions for
relief in this Court under chapter 11 of the Bankruptcy Code. The
Debtors continue to operate their business and manage their
property as debtors in possession pursuant to  1107 and 1108 of
the Code.

2. Willis is the beneficial owner of 4 owner trusts which lease 4
aircraft engines to Avianca (collectively, the "Engine Leases").
Wells Fargo Bank Northwest, N.A. is the Owner Trustee of each
trust. The Willis engines are three Pratt & Whitney manufactured
JT8D-219 aircraft engines bearing serial numbers 718035, 718064,
and 718169 and one Pratt & Whitney manufactured PW4060 aircraft
engine bearing serial number 724396.

3. Avianca ceased paying engine rent to Willis on or about
February 27, 2003, and owed Willis approximately $260,000 for
rent and maintenance reserves as of the commencement of these
cases. Avianca has not paid a single dollar to Willis for the use
of the Willis engines since these cases began; Avianca owes
Willis at least an additional $209,000 for the post-petition
period under the Engine Leases.

4. The aircraft engines, quick exchange kits ("QEC"), engine
stand, components, records and documents, which are the subject
of the Engine Leases, constitute property of the type described
in  1110(a)(3) of the Bankruptcy Code as aircraft engine
equipment (the "Engine Equipment") that are subject to the
protections of  1110 of the Bankruptcy Code in the event Avianca
holds the requisite air carrier operating certificate.1 Under 
1110, Willis would be entitled to repossess the Engine Equipment
on day 61 of these cases unless Avianca cured all defaults under
the Engine Leases and agreed to fully perform all of its
obligations under the Engine Leases.

5. In addition to various payment obligations, the documents
underlying the Engine Leases require the Debtors to take certain
actions with respect to the Engine Equipment including, but not
limited to, insuring the Engine Equipment, maintaining the Engine
Equipment, keeping proper records of use and maintenance with
respect to the Engine Equipment, complying with Federal Aviation
Administration ("FAA") and other national and international
regulations with respect to the use and maintenance of the Engine
Equipment (the "Non-Payment Obligations"). The value of the
Engine Equipment is dependant, among other things, upon the
Debtors' compliance with the Non-Payment Obligations.

6. The Engine Equipment is presently being used by the Debtors in
revenue producing service, upon information and belief. Each hour
and/or cycle of use of the Engine Equipment diminishes its value.
The value of the Engine Equipment further declines with use
because the value of the equipment is based, in part, on a
maintenance schedule measured by the amount of hours and/or
cycles of use of the equipment relative to the next required
maintenance event. In addition, certain "life limited" parts must
be replaced by Avianca periodically after a certain number of
hours or cycles of use. Each hour and cycle of use of the Engine
Equipment not only causes wear and tear, but brings the Engine
Equipment closer to the next maintenance event and "life limited"
part replacement date, which in turn diminishes its value.

7. Due to Avianca's forum shopping, only United States based
creditors are subject to this Court's jurisdiction and a court
restructuring. The significant -- in both amount and status --
Colombian based creditors are free to pursue their remedies in
Colombia free of the restructuring proceeding. Those Colombian
creditors might even seek to pursue remedies against aircraft and
engines leased to Avianca, particularly creditors providing goods
or services for the benefit of the aircraft and engines.


8. By this Motion, Willis requests this Court enter an order
pursuant to  361 and 363(e) of the Bankruptcy Code requiring
the Debtors, as adequate protection of Willis's interests in the
Engine Equipment, to "cure" all pre-petition arrears and comply
with the terms of the Engine Leases, retroactive to the Petition
Date, including, but not limited to:

    (a) Compliance with all provisions of the Engine Leases
        concerning the operation, maintenance, repair and use
        of the Engine Equipment;

    (b) Payment on a monthly basis of cash maintenance/use
        reserves, including reserves for engine maintenance and
        use fees at the rates specified in the leases;

    (c) Payment of all fees and expenses due and to be due
        under the Engine Leases, including (i) curing all
        prepetition arrears, (ii) payment of full rent and
        use/maintenance reserves due under the Engine Leases;
        and (iii) payment of all fees and expenses of Willis,
        including the payment of all fees and expenses of its
        counsel and other professional advisors; and

    (d) Compliance with the requirements of the regulations
        issued under the Federal Aviation Act and any other laws
        with respect to the Engine Equipment.

9. Willis further requests that the Debtors be required to show
they can comply with any order granting this adequate protection.
In the alternative, Willis respectfully requests that this Court
enter an order pursuant to  362(d) of the Bankruptcy Code,
granting Willis immediate relief from the automatic stay so that
it may terminate the Engine Leases and otherwise enforce its
rights and repossess the Engine Equipment.

A. This Court Should Require Debtors to Provide Willis with
Adequate Protection

10. The Engine Equipment in which Willis has an interest as
beneficial owner of the lessor accounts for an important aspect
of the Debtors' fleet, critical to generating a significant
portion of the Debtors' revenue. The spare engines supplied by
Willis may be used on many different aircraft. The Willis engines
enable the Debtors' aircraft fleet to fly without any
interruption that otherwise would be caused by routine engine
maintenance or repair. Since the Petition Date, the Debtors have
continued to use the Engine Equipment to generate revenue. The
Debtors have not made any post-petition payments to Willis nor
offered any adequate protection for the diminution in value of
the Engine Equipment. Indeed, the Debtors have informed Willis
that they would like to continue to utilize the Willis engines
during the case and then at some time return the engines to
Willis - no doubt with significant deferred maintenance
obligations and in a depreciated state.

11. A chapter 11 debtor in possession may use property of its
estate in the ordinary course of business without notice and a
hearing. See 11 U.S.C.  363(c)(1). But a debtor does not enjoy
the right to unfettered use of that property. See In re Island
Helicopter Corp., 63 B.R. 515, 520 (Bankr. E.D.N.Y. 1986). Where
property secures an outstanding debt to a creditor, or where a
creditor leases that property to a debtor, a court must condition
the debtor's use on adequate protection being furnished for that
creditor's, or lessor's, interest in the property. See 11 U.S.C.
 363(e). Willis, as a lessor, is entitled to adequate protection
to compensate it for any depreciation, deterioration, or
diminution in the value of its property as it existed at the date
of the commencement of these cases. Travelers Life Insurance and
Annuity Co. v. Ritz-Carlton of D.C., Inc. (In re Ritz-Carlton of
D.C., Inc.), 98 B.R. 170, 173 (S.D.N.Y. 1989); In re East 66th
Street Realty Corp., 177 B.R. 776, 781 (Bankr. E.D.N.Y. 1995).

12. Section 363(e) specifically provides-Notwithstanding any
other provision of this section, at any time, on request of any
entity that has an interest in property used, sold, or leased, or
proposed to be used, sold, or leased, by the trustee, the court,
with or without a hearing, shall prohibit or condition such use,
sale, or lease as is necessary to provide adequate protection of
such interest, This subsection also applies to property that is
subject to any unexpired lease of personal property . . ."

11 U.S.C.  363(e) (emphasis added). By its use if the word
"leased", subsection 363(e) expressly applied to property that is
subject to an unexpired lease of personal property. The right of
the Debtors to use the Engine Equipment is subject to their
obligation to provide Willis with adequate protection of its
interest in the Engine Equipment.

13. Section 361 of the Bankruptcy Code provides that a trustee
(or debtor in possession) may provide adequate protection of an
entity's interest in property by: (i) making cash payments to
such entity for the diminution in value of such property; (ii)
granting such entity an additional or replacement lien; or (iii)
granting such entity other relief which will result in the
realization of the indubitable equivalent of such entity's
interest in such property. 11 U.S.C.  361. Significantly,
however,  361 prohibits the grant of an administrative expense
under  503(b)(1) as the sole source of adequate protection.
Therefore, the Debtors must demonstrate that the required
adequate protection will actually be forthcoming and not just

14. With respect to a lease for personal property, adequate
protection is generally defined by compliance with the payments
and terms specified under the lease. See, e.g., In re Republic
Technologies Int'l, LLC, 267 B.R. 548 (Bankr. N.D. Ohio 2001); In
re Dabney, 45 B.R. 312, 314 (Bankr. E.D. Pa. 1985). Adequate
protection, also generally requires that the property be
maintained, taxes on the property be paid, and insurance on the
property be kept current. See, e.g., King, et al., 3 Collier on
Bankruptcy  361.03[5][b], p. 361-20 (15th ed. 2002). In order
for Willis's interest to be adequately protected, the Debtors
must not only continue to make the lease payments due under the
Engine Leases, they must also continue to comply with the terms
of the Engine Leases, including the terms governing maintenance
of the equipment, insurance and government regulations.

15. The Debtors bear the burden of proving that Willis's
interests in the Engine Equipment is adequately protected. See 11
U.S.C.  363(o)(1).

16. For the reasons set forth herein, Willis requests that this
Court enter an order requiring the Debtors to provide Willis with
adequate protection as detailed above.

B. In the Alternative, This Court Should Terminate the Automatic
Stay and Allow Willis to Recover its Property

17. Absent this adequate protection, Willis is entitled to relief
from the automatic stay so that it may terminate the Engine
Leases and repossess the Engine Equipment.

18. Willis is entitled to such relief under  362(d)(1) of the
Bankruptcy Code. Section 362(d)(1) provides that "the court shall
grant relief from the stay . . . for cause, including the lack of
adequate protection of an interest in property. . . ." 11 U.S.C.

19. As set forth herein, Willis is owed approximately $470,000 by
the Debtors with respect to the Engine Equipment at this time.
The Debtors have not made any payments since the Petition date
and have expressed their intention to withhold any payment for
the sixty days following the Petition Date. The Debtors have not
offered to make any "adequate protection" payments to Willis, and
if the Court does not enter an order requiring the Debtor to
provide such adequate protection,  362(d)(1) of the Bankruptcy
Code requires this Court to "grant relief from the stay" with
respect to the Engine Equipment.

20. Therefore, cause exists for relief from the stay under 
362(d)(1) since (i) the Debtors have expressed their intention to
withhold any payment for sixty days following the Petition Date;
(ii) the value of the Engine Equipment continues to depreciate as
the Debtors continue to utilize such equipment in their business;
and (iii) the Engine Equipment is susceptible to claims of
Colombian creditors who are likely outside the reach of this
Court's powers.

21. Accordingly, absent an order directing the Debtors to provide
Willis with adequate protection as set forth above, Willis
respectfully requests this Court to enter an order granting
Willis relief from the stay with respect to the Engine Equipment
pursuant to  362(d)(1) of the Bankruptcy Code.

22. The relief to be afforded to Willis can be no less than what
would occur under  1110 of the Bankruptcy Code. Indeed, the
treatment provided to Willis should be more generous given the
structure of  1110.

23. Section 1110 balanced the interests of airlines and lessors.
In return for giving lessors absolute assurance of being able to
recover their aircraft and engines in 61 days unless the leases
and arrears were paid in full, the airlines, functionally
speaking, were permitted the use of aircraft and engines for 60
days without making current payments. In a case such as this
where  1110 does not apply, a lessor like Willis should be given
better treatment because Willis has no inherent right to recover
its engines on the 61st day absent payment in full and a promise
of future performance. Here, even if the court were to direct
payment in full as adequate protection, the  1110 "promise"
would be absent, along with the rights which courts are finding
lessors to possess as a consequence of the "promise" of future
performance. In addition, Avianca is a foreign company where the
assets ultimately will be in the control of the courts in another
country, making an administrative claim in the U.S. court less
valuable than in an ordinary case involving a domestic airline.
Because Avianca is a foreign company whose right to use the U.S.
Bankruptcy Court is questionable, at best, the maintenance of the
automatic stay under U.S. law should be conditioned on nothing
short of payment in full, plus arrears.

24. For the foregoing reasons, Avianca should not be allowed to
use Willis engines without adequate protection in the form of
payment in full, plus arrears. Absent that protection, Willis
should be allowed to recover its engines immediately before
further depreciation and/or damage is sustained.

WHEREFORE, Willis requests that this Court enter an order (a)
requiring the Debtors to provide adequate protection to Willis
under  361 and 363(e) of the Bankruptcy Code, including: (i)
requiring the Debtors to comply with all of the terms of the
Engine Leases, including the Non-Payment Obligations; (ii)
requiring the Debtors to make all lease payments due and owing
under the Engine Leases that have occurred since the Petition
Date;, including the payment of what are commonly known as
"maintenance reserves/use fees;" (iii) requiring the Debtors to
"cure" prepetition arrears, and (iv) requiring the Debtors to
comply with all the requirements of the regulations issued under
the Federal Aviation Act and any other laws with respect to the
Engine Equipment; or, in the alternative, (b) lifting the stay
pursuant to  362(d) of the Bankruptcy Code so that Willis may
immediately terminate the Engine Leases and recover the Engine
Equipment and directing Avianca immediately to turn over the
Engine Equipment and all related documents (such as maintenance
logs and manuals) to Willis in accordance with the
leases at a location designated by Willis in the United States,
and (d) granting such further relief as this Court deems just and

Dated: New York, New York April 17, 2003
Attorneys for Willis Lease Finance, Inc.
and Willis Engine Funding LLC

By: /s/ David A. Rosenzweig

William J. Rochelle, III (WR-1893)
David A. Rosenzweig (DR-5742)
666 Fifth Avenue
New York, New York 10103
(212) 318-3000

AVIANCA: Willis' Motion Hearing Set for May 1
PLEASE TAKE NOTICE that a hearing (the "Hearing") on the attached
Motion (the "Motion") for the entry of an order requiring the
Debtors to provide Willis Lease Finance Corporation and Willis
Engine Funding LLC (collectively, "Willis") with adequate
protection pursuant to  361 and 363(e) of title 11, United
States Code, 11 U.S.C.  101 et seq (the "Bankruptcy Code"), or
in the alternative, for relief from the automatic stay pursuant
to  362(d) of the Bankruptcy Code, will be held before the
Honorable Allan L. Gropper, United States Bankruptcy Judge, on
May 1, 2003 at 10:30 a.m., or as soon thereafter as counsel can
be heard, in Room 617 of the United States Bankruptcy Court for
the Southern District of New York, Alexander Hamilton Custom
House, One Bowling Green, New York, New York 10004-1408.

PLEASE TAKE FURTHER NOTICE that, objections, if any, to the
Motion must comply with the Federal Rules of Bankruptcy
procedure, must be set forth in a writing describing the basis
therefor and must be filed with the Court electronically in
accordance with General Orders M-182 and M-l93 by registered
users of the Courts electronic case filing system and, by all
other parties in interest, on a 3-1/2 inch disk, preferably in
portable Document Format (PDF), Word Perfect or any other windows
based word processing format (with a hard copy delivered directly
to Chambers) and served in accordance with General Orders M-l82
or M-l93 so as to be received by the undersigned counsel for
Willis not later than 4:00 p.m. on April 28, 2003. Only those
responses made in writing and timely filed and received will be
considered at the Hearing. Any such response must state with
specificity the reason or reasons why the relief requested in the
Motion should not be granted.


CHN/BANEJER: Conclude Merger; Audit To Follow
A public tender for a contract to audit a new institution, which
was formed from a recently completed merger between Guatemalan
state bank Credito Hipotecario Nacional and military bank Banco
del Ejercito (Banejer), will take place between the end of April
and early May, reports Business News Americas. The World Bank
will be sponsoring the tender wherein a foreign backed firm is
likely to emerge as a winner. The results of the audit will be
sent to the World Bank for study.

The merger, which as completed Wednesday, allowed Banejer to
transfer assets worth GTQ486 million (US$61mn) to CHN. The assets
correspond to real estate, deposits and investments. Another
GTQ117 million will be transferred to a trust held by CHN on
behalf of the military pension agency IPM, Banejar's former

Under Guatemalan law, the terms of the merger must be published
in local press after which objections to the process can be
lodged within 45 days, the source added.

Statistics from the local banking regulator indicated that both
CHN and Banejar have posted losses in 2002.


AZTECA HOLDINGS/TV AZTECA: Moody's Downgrades Ratings
Azteca Holdings S.A. de C.V. and its majority-owned subsidiary TV
Azteca S.A. de C.V. had their ratings downgraded by Moody's
Investors Service.

The ratings affected are:

Azteca Holdings S.A. de C.V. (Holdings)

  - US$150 million of 10-1/2% Senior Secured Notes due 2003 --
    to Caa2 from B2

  - US$129 million (remaining amount) of 12-1/2% Senior Secured
    Notes due 2005 -- to Caa2 from B2

  - Senior Unsecured Issuer Rating -- to Caa3 from B3

    The outlook on the ratings is negative.

TV Azteca S.A. de C.V. (TV Azteca)

   - US$125 million of 10-1/8% Senior Unsecured Notes due 2004
     -- to B1 from Ba3

   - US$300 million of 10-1/2% Senior Unsecured Notes due 2007
     -- to B1 from Ba3

    The outlook on the ratings is negative.

The downgrades of the Holdings' ratings reflect the lack of
significant success in the current exchange offer as only around
42% of the bondholders (US$64 million) have accepted the terms
and conditions after three consecutive extensions. This
percentage remains clearly below management's expectation of a
70% acceptance. Moody's believes that the probability of default
remains high as Holdings lacks the required alternate liquidity
to fully satisfy the 2003 notes, which will remain outstanding
after the exchange. A default on the 2003 notes would trigger a
cross default on the 05 notes (if requested by 25% of the
noteholders). However, the new ratings reflect the expectation of
full recovery under a default scenario.

Meanwhile, the downgrades of TV Azteca's debt ratings reflect the
lack of visibility with respect to the possible impact on its
financial structure. Should TV Azteca support Holdings with an
extraordinary distribution, it would maintain a tight financial
profile due to the high debt at both the holding and operating
companies, despite a significant free cash flow generation. The
exposure to speculative ventures and the existence of related
party-transactions further complicates Azteca's credit profile.

Holdings' and TV Azteca's revised debt ratings also reflect the
persistent refinancing risk following the scarce 42% acceptance.
Moody's believes that these two companies maintain a tight
maturity profile, which is highly likely to hinder the much-
needed access to the financial markets going forward.

CFE: Plans To Sell MXP2.2 Bln Of Debt Soon
Mexico's state electricity monopoly, Federal Electricity
Commission (CFE), plans to issue as much as MXP2.2 billion
(US$209 million) in nine-month note, Business News Americas
reports, adding that the proceeds will be used to finance the
Company's investments.

The notes, the terms of which were not divulged, will be
guaranteed by projected payments from some of the Company's
largest clients. According to Milenio newspaper, the debt would
be backed by the expected payments from 20 companies, including
Volkswagen de Mexico SA and Tubos de Acero de Mexico SA, that
were selected because they have never failed to pay a power bill.

A Company press release said that ING Groep NV, Europe's fifth-
largest financial services company, will lead investment banks
managing the sale.

Mexican president Vicente Fox persuaded congress to increase the
amount of debt state-owned companies can sell, saying the
government doesn't have funds to invest in the energy industry.
Mr. Fox warned that power shortages may occur by 2007 without
private investment in the power plants and distribution network,
according to the report.

          Rio Rodano 14, Col. Cuauhtemoc
          06598 Mexico, D.F., Mexico
          Phone: +52-55-5229-4400
          Fax: +52-55-5310-4614
          Home Page:
          Alfredo Elias Ayub, General Director
          Arturo Hernandez Alvarez, Director of Operations
          Francisco J. Santoyo Vargas, Director of Finance

EMPRESAS ICA: Financial Statements Subject To SHCP Probe
Mexico's finance ministry (SHCP) will conduct an investigation
into the financial statements from the last three years of the
country's largest engineering and construction firm Empresas ICA
(Ingenieros Civiles Asociados). Citing an El Financiero report,
Business News Americas warns that any irregularities found in the
investigation could jeopardize a US$700mn-plus concession
recently awarded to an ICA-led consortium for the construction of
the El Cajon hydroelectric and irrigation project.

TCR-LA previously reported that ICA appointed J.P. Morgan
Securities as adviser in the debt-restructuring talks with
creditors. The Company is bent on improving its debt portfolio,
which includes a convertible bond that matures in March next

ICA was among the few major Mexican construction groups that had
to massively downsize and reduce debts during the economic crisis
of the late 1990s. ICA's total debt at the end of 2002 stood at
MXN5.06 billion, of which MXN1.12 billion are short-term debt.

CONTACT:  Dr. Jos, Luis Guerrero
          (5255) 5272-9991 x2060

          Lic. Paloma Grediaga
          (5255) 5272-9991 x3470

          In the United States:
          Zemi Communications
          Daniel Wilson
          (212) 689-9560

GRUPO IUSACELL: Shareholders Move To Prevent NYSE Delisting
In a move to avert a potential delisting from the New York Stock
Exchange, shareholders of Mexican wireless phone carrier Grupo
Iusacell SA approved a reverse stock split for its American
Depository Receipts. Citing a company statement, Reuters reports
that shareholders at Iusacell's ordinary annual meeting approved
a new proportion of 100 Mexican shares per ADR. Previously, 10
Iusacell shares were represented by each Iusacell ADR.

The Company, which is controlled by Verizon Communications (VZ)
and Vodafone Group PLC (VOD), did not say when the change would
become effective.

Iusacell, the third biggest mobile telephone company in Mexico,
was facing the risk of being delisted from the NYSE because its
stock price has dropped below the minimum needed to remain

A ten-fold increase in the number of shares per ADR will
automatically increase the value of each ADR.

CONTACT:  Grupo Iusacell, S.A. de C.V., Mexico City
          Investor Contacts:
          Russell A. Olson
          Phone: 011-5255-5109-5751
          Carlos J. Moctezuma
          Phone: 011-5255-5109-5780

GRUPO TFM: KCS Takes Majority Control
Kansas City Southern (KCS)(NYSE: KSU - News) and Grupo TMM, S.A.
(Grupo TMM)(NYSE: TMM - News) announced Monday a series of
agreements that have been approved by their respective boards of
directors, that will, following shareholder and regulatory
approval, place The Kansas City Southern Railway Company (KCSR),
the Texas Mexican Railway Company (Tex-Mex), and TFM, S.A., de
C.V. (TFM) under the common control of a single transportation
holding company, NAFTA Rail, to be headquartered in Kansas City,
Missouri. As part of the transaction, KCS will change its name to
NAFTA Rail, which will trade on the New York Stock Exchange

The common control of The Kansas City Southern Railway Company
and the Texas Mexican Railway under NAFTA Rail would require
approval of the Surface Transportation Board in the United
States. Additionally, the acquisition of Grupo TFM shares by
NAFTA Rail would require the approval of the Competition
Commission and the Foreign Investment Commission in Mexico.

"Common control of these three railroads, which are already
physically linked in an end-to-end configuration, will enhance
competition and give shippers in the NAFTA trade corridor a
strong transportation alternative as they make their decisions to
move goods between the United States, Mexico and Canada," said
Michael R. Haverty, chairman, president, and chief executive
officer of KCS. "KCS already owns KCSR and has significant
investments in Tex-Mex and TFM, so these agreements are just a
natural business progression offering KCS and Grupo TMM
shareholders greater value through the operating efficiencies
that will come from common ownership and control."

Jose Serrano, chairman and chief executive officer of Grupo TMM,
said: "These transactions will be pro-competitive and allow
Mexico to strengthen its position in the North American economy.
NAFTA Rail will provide a viable rail alternative, while still
preserving existing competitive gateways at the border between
Mexico and the United States."

"I am very pleased that we have been able to complete these
agreements and that they have been approved by the boards of both
companies. We believe that the shareholders of both companies
will benefit from bringing these three companies under common
ownership," said Serrano. "Both NAFTA Rail and Grupo TMM will
continue to work closely together in the future and have agreed
to enter into a marketing agreement to further our shared goals
of providing end-to-end transportation for our customers."

Mr. Haverty will serve as chairman, president, and chief
executive officer of NAFTA Rail. Mr. Serrano will serve as vice
chairman of NAFTA Rail and chairman of TFM, while also joining
the NAFTA Rail board of directors along with Javier Segovia,
president of Grupo TMM. The remainder of the 10-person board will
be made up of existing KCS directors. Mario Mohar will remain as
chief executive officer of TFM.

Under the Grupo TFM acquisition agreement, TMM Mulitimodal, a
subsidiary of Grupo TMM, will receive 18 million shares of NAFTA
Rail representing approximately 22 percent (20% voting, 2%
subject to voting restrictions) of the company, $200 million in
cash and a potential incentive payment of between $100 million
and $180 million based on the resolution of certain future

Grupo TFM owns 80 percent of the common stock of TFM and all the
shares entitled to full voting rights. The Mexican Government
owns the remaining 20% of TFM. TFM holds the concession to
operate Mexico's Northeast Rail Lines for 50 years ending June
2047, and has the option to extend the concession for an
additional 50 years. The TFM rail network consists of more than
2,600 miles of main track.

KCSR will remain headquartered in Kansas City, Missouri; Tex-Mex
in Laredo, Texas; and TFM in Mexico City.

KCS is a transportation holding company that has railroad
investments in the United States, Mexico, and Panama. Its primary
holding is The Kansas City Southern Railway Company.
Headquartered in Kansas City, Missouri, KCS serves customers in
the central and south central regions of the U.S. KCS's rail
holdings and investments are primary components of a NAFTA
Railway system that links the commercial and industrial centers
of the United States, Canada, and Mexico

Headquartered in Mexico City, Grupo TMM is the premier Mexican
multimodal transportation company and logistics provider. Through
its branch offices and network of subsidiary companies, Grupo TMM
provides a dynamic combination of ocean and land transportation
services within Mexico. Grupo TMM also has the controlling
interest in TFM, which operates Mexico's Northeast Rail Lines and
carries over 40 percent of the country's rail cargo.

In connection with the proposed transaction, Kansas City Southern
will file relevant materials with the Securities and Exchange
Commission ("SEC"), including a proxy statement soliciting
shareholder approval of the transaction. Shareholders are urged
to read the proxy statement, as well as any amendments and
supplements to the proxy statement (if and when they become
available) and any other relevant documents filed with the SEC,
because they will contain important information about the
transaction. Shareholders may obtain the proxy statement and any
other relevant documents free of charge at the SEC's Internet web
site at The proxy statement and any other relevant
documents may also be obtained free of charge by contacting the
office of the Corporate Secretary at Kansas City Southern's
principal executive offices at (816) 983-1538. Written requests
should be mailed to P.O. Box 219335, Kansas City, Missouri 64121-
9335 (or if by federal express or other form of express delivery
to 427 West 12th Street, Kansas City, Missouri 64105).

CONTACT:  Kansas City Southern
          William H. Galligan, 816/983-1551

GRUPO TMM: Moody's Analyst Predicts Potential Bankruptcy
Mexican transport and logistics company Grupo TMM has already
sold most of its ports division (TMM Ports) for a total of US$120
million in order to help cover a bond payment obligation of
US$200 million in May.

However, in a Business News Americas report, a New York-based
analyst for ratings agency Moody's suggested that the Company is
still unlikely to meet the bond payment obligation.

Earlier this year, Moody's dropped its rating for the bond issue
to Caa1 from B2, on the grounds that it does not believe TMM has
the means to meet the payments. This viewpoint remains, although
TMM has been trying to obtain bondholders' approval for a swap
for bonds that mature at a later date, so far with only limited

As a result, TMM is running out of options, the analyst said. If
the Company fails to convince more bondholders to extend the
deadline it may even have to file for bankruptcy under Mexican
financial laws, he added.

CONTACT:  Grupo TMM Company
          Jacinto Marina
          Phone: 011-525-55-629-8790

          Brad Skinner
          Phone: 011-525-55-629-8725

          Luis Calvillo
          Phone: 011-525-55-629-8758
          Dresner Corporate Services
          (general investors, analysts and media)
          Kristine Walczak
          Phone: 312/726-3600

SATMEX: Announces Improved Results for 2002
Satelites Mexicanos, S.A. de C.V. ("Satmex") announced its
financial results for the year ended December 31, 2002, posting
revenue of $85.0 million, and EBITDA (earnings before interest,
taxes, depreciation and amortization) of $46.0 million, a 54%
EBITDA margin.

"Last year was as difficult as we envisioned it would be, and I
do believe that our markets have begun to stabilize," said Lauro
Gonzalez, Chief Executive Officer of Satmex. "With the support of
the Eximbank and Coface transactions solidly on board, we'll turn
our attention to the other remaining key issues - getting Satmex
6 launched and completing the re-engineering of the company's
balance sheet."


Revenue for the year was $85.0 million, compared to $128.0
million in 2001. More than half of this 33.6% decrease is due to
the expiry of the transponder lease contract for Satmex's largest
customer, Innova, on March 31, 2002. Innova represented
approximately 20.5% of service revenue for the first quarter of
2001 compared to 7.0% for the first quarter of 2002 and
approximately 19.5% of total service revenue for 2001 compared to
1.9% for 2002. The remaining revenue decrease is largely a result
of lower capacity utilization of Solidaridad 2 caused by contract
cancellations and non-renewals by Mexican and other customers
affected by the regional economic slowdown. Average capacity
utilization in 4Q-02 was 71% as compared to 70% in 3Q-02 and 85%
in 4Q-01.

Operating Expenses and Profitability

Cash operating expenses (total operating expenses excluding
depreciation and amortization) were $39.0 million in 2002
compared to $45.7 million a year ago, a reduction of 14.6%.

Satellite operating costs, which consist primarily of satellite
insurance and personnel costs related to the operation of the
satellites, were $17.1 million in the year, a 13.7% decrease
compared to $19.8 million in 2001. Included in 2002 costs was
$4.3 million for replacement capacity on other satellites for
customers originally on Solidaridad 1. This amount was reduced
throughout 2002 as customers were returned to Satmex's fleet.

Selling and administrative expenses in 2002 were $20.8 million as
compared to $22.6 million in 2001, an 8.0% decrease. These
expenses include selling and marketing efforts, which have been
rising to support the marketing of Satmex 6, and corporate
expenses, which have been declining as a result of budget cuts
and headcount reductions.

EBITDA was $46.0 million in 2002, as compared to $82.3 million
last year, a decrease of 44%.

Depreciation expense increased to $34.5 million in 2002 from
$34.3 million during 2001 due to incremental capital
expenditures. Amortization of the concessions was unchanged at
$12.9 million per year.

Liquidity and Capital Resources

As of December 31, 2002, Satmex was in compliance with all debt
covenants. During 2002 Satmex maintained availability under its
revolving credit facility, which expired at the end of the year.
In 2002 Satmex repaid $13 million outstanding under its revolving
credit facility, it also repaid $31.6 million on its floating
rate note obligations, of which $12.6 million resulted from
excess operating cash flow in 2001 and 2002, $18.0 million as a
voluntary prepayment from operating cash flow and $1.0 million as
scheduled amortization.

As of December 31, 2002, Satmex had $33.6 million in cash, of
which $6.8 million was restricted and segregated cash ($0.2
million available for debt service on the senior secured notes
and $6.6 million available to fund the construction and launch of
Satmex 6.)

Capital spending was $123.2 million in 2002, of which $119.8
million was invested in the construction of Satmex 6 and $3.4
million in operating and maintenance capex. In 2003, capital
expenditures are expected to be $92.8 million for Satmex 6 and
$6.1 million for operating capex, of which $72.0 million total
will be paid in cash in 2003.

Subsequent Events

In March 2003, Satmex solicited and received a majority approval
from its Floating Rate Note investors to change its financial

In April 2003, Satmex received final approval from Coface for its
loan insurance program to support 85% of the cost of its launch
service for Satmex 6.

In April 2003, Satmex received formal approval from Eximbank for
its loan guarantee program to support 85% of eligible costs of
the Satmex 6 satellite, insurance, ground equipment and related

About Satmex

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 40
countries in the region. The Satmex fleet also helps develop
rural areas by offering distance learning, and rural telephony
services to remote locations. And, through its business partners
in the NAFTA region and Latin America, Satmex provides high-speed
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. Satmex is a member
of the Loral Global Alliance and offers its customers the
advantages of a worldwide network of satellite capacity,
providing global satellite solutions to the needs and
requirements of the Americas. For more information, visit the
Satmex web site at

About Principia

Principia is a leading Mexican telecommunications company that is
majority owned by certain members of the Autrey family and Mr.
Lauro Gonzalez. In 1997, Principia and Loral Space &
Communications were selected to acquire 75 percent of Satmex in
connection with the privatization of Mexico's fixed satellite

About Loral

Loral Space & Communications is a high technology company that
concentrates primarily on satellite manufacturing and satellite-
based services, including broadcast transponder leasing and value
added services, domestic and international corporate data
networks, broadband data transmission and Internet services. For
more information, visit Loral's web site at

To see financial statements:


CANTV: Seeks To Expedite Currency Trading Reforms
CANTV, Venezuela's No. 1 telephone company, indicated that
foreign shareholders are unlikely to receive in dollars their
share of a dividend due April 23 due to the lack of a working
conversion mechanism under government foreign exchange controls.

However, according to Business News Americas, the incumbent telco
Cantv plans to ask government officials this week to speed up
currency trading reforms so that its ADR shareholders can receive
dollar-denominated dividends.

"We will pay the upcoming dividend in bolivares and as soon as
the government has made it possible, the ADR holders can get it
converted to dollars," investor relations director Gustavo
Antonetti stated.

CANTV will pay the remaining portion of the ordinary dividend for
2003 of VEB71 per share, or VEB497 per American Depositary Share.

The dividend for ADR holders will be paid into the Bank of New
York - the depository bank for the ADRs - and investors can get
their money in bolivares if they have local accounts, or they can
wait until the government has cleared the way for conversion,
Antonetti said.

Cantv has about US$185 million in dollars as of 4Q02, thanks to
its policy of holding around 85% of its cash overseas. However,
the funds are mostly earmarked for debt service that includes a
US$110 million bond payment next year.

PDVSA: Launches Plan With Ecopetrol To Contain Cano Limon Spill
Venezuela's state oil company, Petroleos de Venezuela, S.A.
(PDVSA), and its Colombian counterpart, Ecopetrol have activated
a bi-national contingency plan to prevent an oil leak from
contaminating Lake Maracaibo in Venezuela, Business News Americas
reports, citing a statement from PDVSA.

The leak in Ecopetrol's Cano Limon pipeline has reportedly oozed
some 2,500 barrels of crude. The report indicated that the breach
was caused by guerillas who blew up the pipeline on Saturday.

PdVSA has stationed more than 380 workers with specialized
equipment to the job. The contingency plan employs three fronts
to control the spill.

The first is in the Tierra Negra area about 20 kilometers from
the Colombian border, and the second is in the Los Patos sector
about 30 kilometers from the border, the report reveals, adding
that PdVSA's third front is in the El Monito area between the
Cataumbo and Tarra rivers and is trying to stop the crude from
reaching Lake Maracaibo.

In the meantime, PdVSA West hygiene, safety and environment
coordinator Carlos Rivero assured everyone that the situation is
under control.


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 2003.  All rights reserved.  ISSN 1529-2746.

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