/raid1/www/Hosts/bankrupt/TCRLA_Public/031218.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
Thursday, December 18, 2003, Vol. 4, Issue 250
Headlines
A R G E N T I N A
BEVERAGE: Court Approves Reorganization Petition
BLAISTEN: Galicia Initiates Potential Buyer Search
COSULICH: Enters Bankruptcy on Court Order
CP DE DIAGNOSTICO: Claims Verification Ends Today
DIESEL OLAVARRIA: Enters Undregoes Bankruptcy Reorganization
DIRECTV LA: Overview, Summary Of Chapter 11 Plan
DISCO: Cencosud Fails To Reach Sale Accord With Ahold
EMPRESA DE SERVICIOS: Credit Check Ends March 10
ESTRUCTURA Y SERVICIOS: Individual Reports Due at Court Today
FAINGOLD CAVALLERA: Seeks Court Approval to Reorganize
GALDAR: Court Declares Company Bankrupt
HECBI PRODUCCIONES: Receiver Ends Claims Review Process
INDUSTRIAS METALURGICAS: Credit Verification Closes Today
LA NOUVELLE ROCHE: Court Orders Bankruptcy
LENS EXPRESS: General Report Due to Be Filed Today
NEW LEPANTO: Receiver Assigned to Bankruptcy Process
NUTRIMENTAL: Court Declares Company Bankrupt
TGN: Local Fitch Maintains D(arg) Rating on Debentures
WULI: Credit Check Deadline Expires Today
* Argentine Bondholders To Meet In Rome In January
B E R M U D A
FOSTER WHEELER: SNC-Lavalin Venture Gets Goro Nickel Contract
B R A Z I L
AES CORP.: Units Obtain Consent on Proposed Restructuring
AES TIETE: Fitch Downgrades Certificates Grantor Trust to 'DDD'
CFLCL: Records Extraordinary Shareholders Meeting Results
CSN: Issues US$350 Million of 10-Year Notes
CSN: Fitch Rates 10-year Issuance 'B+'
CSN: S&P Rates $350M 10-Year Notes 'B+'
ELETROPAULO METROPOLITANA: Delays Debt Renegotiation Deadline
C H I L E
COEUR D'ALENE: SEC Declares Registration Statement Effective
M E X I C O
CINTRA: New President Named
GRUPO MEXICO: Seeks Creditor Approval To Extend Debt Payments
P E R U
SIDERPERU: Creditors Approve Debt Proposal
V E N E Z U E L A
PDVSA: Mulls Refinancing Part of $9B Debt
- - - - - - - - - -
=================
A R G E N T I N A
=================
BEVERAGE: Court Approves Reorganization Petition
------------------------------------------------
Court No. 2 of the Civil and Commercial Tribunal of Rosario in
Santa Fe, Argentina approved the "Concurso Preventivo" petition
filed by local company Beverage S.A., reports local news portal
Infobae. The Company will undergo reorganization with accounting
firm Pellegrini, Venticinque, Rossi as receiver.
The Company's creditors are required to file their claims before
May 21, 2004. The receiver will verify claims to determine the
nature and amount of the Company's debts. The receiver is also
required to prepare the individual and general reports on the
case.
CONTACT: Beverage S.A.
Whilde 837
Rosario
Santa Fe
Pellegrini, Venticinque, Rossi
San Luis 760
Rosario
Santa Fe
BLAISTEN: Galicia Initiates Potential Buyer Search
--------------------------------------------------
After reaching an agreement to sell ice cream store chain Freddo
to private equity fund Pegasus Capital, Banco de Galicia y Buenos
Aires has started to look for candidates interested in acquiring
Blaisten, a construction materials retailer.
Galicia took control of Blaisten in November 2001. The chain
belonged to The Exxel Group, which had to hand it to the bank, as
it was unable to repay a loan taken in 1997, when Exxel bought
Blaisten. Galicia had granted the investment group a US$26-
million loan that was pesified afterwards.
Even though both Galicia and Blaisten refused to comment on the
negotiations, it was unveiled that Easy and Sodimac from Chile
and a private equity fund would be interested in the Company.
Sources close to the firm pointed out that one of the obstacles
Galicia will find in its attempt to sell Blaisten is the
Company's indebtedness. Besides the debt to Galicia, the retailer
would owe other ARS11 million (US$3.71 million) to suppliers,
ARS7 million (US$2.36 million) to Sudameris and ARS583,000
(US$197,000) to Corporacion Metropolitana de Finanzas.
With nine stores, Blaisten is currently billing some ARS50
million (US$16.86 million). When Exxel acquired the Company in
1997, it was billing ARS60 million (or US dollars). Short time
later, it took over a series of smaller companies and its sales
climbed to ARS / US$120 million in 2000. As a result of
Argentina's economic downturn, Blaisten had to close down several
stores and cancel planned openings.
COSULICH: Enters Bankruptcy on Court Order
------------------------------------------
Cosulich Pasajes y Turismo S.A., which is based in Buenos Aires,
entered bankruptcy on orders from the city's Court No. 3. Clerk
No. 6 assists the court on the case, according to Argentine news
portal Infobae.
The court assigned Mr. Juan Carlos Beortegui as the Company's
receiver. He will authenticate creditors' claims until March 22
next year. The individual reports on the results of the
verifications are due at the court on May 6 next year. The
receiver will also prepare a general report after the individual
reports are processed at court. This report must be submitted to
the court on June 18.
The Company's assets will be liquidated at the end of the process
to reimburse creditors. Payments will be based on the results of
the verification process.
CONTACT: Cosulich Pasajes y Turismo S.A.
Avenida Cordoba 323/31
Buenos Aires
Juan Carlos Beortegui
Paraguay 1307
Buenos Aires
CP DE DIAGNOSTICO: Claims Verification Ends Today
-------------------------------------------------
The credit verification process for the bankruptcy of Lomas de
Zamora-based company Clinica Privada de Diagnostico las Flores
S.A. will end today. The Company's receiver, Mr. Julio Benjamin
Alvarez, who examined creditors' claims, will now prepare the
individual reports, which are due for filing on March 3 next
year.
After the individual reports are processed at court, the receiver
is also required to prepare the general report and pass it to the
court on March 3.
Court No. 14 of the Civil and Commercial Tribunal of Lomas de
Zamora of Argentina issued the bankruptcy order, the Troubled
Company Reporter - Latin America said in an earlier report.
CONTACT: Clinica Privada de Diagnostico las Flores S.A.
Las Flores 455
Wilde, Lomas de Zamora
Julio Benjamin Alvarez
Espana 266
Banfiled, Lomas de Zamora
DIESEL OLAVARRIA: Enters Undregoes Bankruptcy Reorganization
------------------------------------------------------------
Argentine company Diesel Olavarria S.A.C. e I., which was
undergoing reorganization, will now undergo bankruptcy on orders
from Court No. 1 of the Civil and Commercial Tribunal of
Olavarria. The court also assigned Mr. Eduardo Luis Alzueta as
the Company's receiver.
The receiver will examine and authenticate creditors' claims
until February 27 next year. The receiver will also prepare the
individual reports, due on April 14, and the general report, due
on May 27. The individual reports contain the results of the
verification process, while the general report is a summary of
the individual reports after these are processed at court.
CONTACT: Diesel Olavarria S.A.C. e I.
Avenida del Valle 4424
Olavarria
Eduardo Luis Alzueta
Alvaro Barros 3369
Olavarria
DIRECTV LA: Overview, Summary Of Chapter 11 Plan
------------------------------------------------
DirecTV Latin America LLC's Plan is the product of the effort by
the Debtor's management and its professional advisers to
critically assess all facets of the Debtor's operations and
structure. The Plan contemplates that, after the Effective Date,
the Debtor will continue to exist as a Delaware limited liability
company whose members will be:
(a) Hughes Electronics, which will receive distributions of
Reorganized Debtor equity on account of its claims; and
(b) Darlene Investments LLC, which will also receive
distributions of Reorganized Debtor equity in
consideration of certain contributions it will make to the
Reorganized Debtor.
Reorganized DirecTV will own 100% of the equity of its principal
operating companies. The equity in those Operating Companies
currently owned by Hughes and Darlene will be contributed to
Reorganized DirecTV pursuant to the terms of a Contribution
Agreement in exchange for member units or equity. In addition,
Reorganized DirecTV will have an option under the Contribution
Agreement to purchase any or all of Darlene's interests in the
Tier II Operating Companies, namely, Galaxy Ecuador, S.A., Direct
Vision, S.A., Servicios Directos de Satelites, S.A., and Galaxy
Nicaragua, S.A., for $1.
The primary benefits of the Roll-Up Transactions are:
(i) streamlining the operations of Reorganized DirecTV by
centralizing management of the Operating Companies and
the uplink facilities;
(ii) reducing the funding requirements for the business by
increasing the efficiency of capital allocations among
Operating Companies;
(iii) facilitating private and public financing transactions
for Reorganized DirecTV as a result of a simplified
capital structure;
(iv) aligning the interests of all entities involved in the
production and distribution of the Programming; and
(v) improving cash flow by eliminating significant debt
obligations.
The cash distributions to be made pursuant to the Plan will be
funded by Reorganized DirecTV from the proceeds of the DIP
Facility or an exit funding. The Exit Funding will be provided
by Hughes or its affiliate and will be used by Reorganized
DirecTV to fund its ongoing business expenses after the Plan
Effective Date.
Hughes Contributions
The Official Committee of Unsecured Creditors actively
participated in the negotiation of the Plan's terms. The
Committee also conducted an investigation of the Debtor's
business, business plan, the valuation of the Debtor and
Reorganized DirecTV and the Debtor's reorganization
alternatives.
The Debtor and the Committee each concluded that the Debtor's
ability to reorganize is dependent on Hughes' willingness to make
additional contributions provided for in the Plan, including
providing the Exit Funding.
Hughes' contributions and considerations include:
(a) its willingness to accept equity in Reorganized DirecTV
in satisfaction of its allowed DIP Facility claims,
estimated to be at least $148,000,000, on the Effective
Date;
(b) its agreement to provide, or cause to be provided, Exit
Funding, to Reorganized DirecTV;
(c) its willingness to accept equity in Reorganized DirecTV
in satisfaction of its prepetition claims against the
Debtor and agree to a plan providing for cash
distributions to the Debtor's other unsecured creditors
from the proceeds of its financing;
(d) its agreement to contribute its interest in certain
companies to be sold, and conveyed to the Reorganized
Debtor as part of the Roll-Up Transaction and waive all
of its and its Affiliates' claims against the Transferred
Companies; and
(e) its agreement to waive its claims against SurFin, Ltd. and
CBC and to cause SurFin to waive its claims against the
Debtor.
Hughes' willingness to make additional contribution is dependent
on the allowance of its claims as non-subordinated unsecured
claims and receiving the releases provided for under the Plan.
Based on its review of the Debtor, its Business Plan and its
investigation of Hughes, the Committee concluded that the Plan
provides a fair and reasonable resolution of all potential claims
held by the Debtor's estate against Hughes and provides a
distribution to unsecured creditors that exceeds the amounts the
creditors would likely receive under any attainable alternative
to the Plan.
5-Year Business Plan and Financial Forecast
The Debtor and its advisors conducted a thorough review of its
business operations, results, and the business model on which its
operations were based. Together, they developed a business plan
that addresses the issues that ultimately caused the Debtor to
file for Chapter 11.
The Debtor's management developed pro-forma projections for 2003
and a five-year business plan and from that Business Plan, a set
of financial projections extending from 2003 to 2008 for
Reorganized DirecTV. The Projections assume that Reorganized
DirecTV's post-emergence cash requirement is $300,000,000 to
$350,000,000. The amount includes payments to creditors in
accordance with the Plan, which are expected to be $180,000,000,
of which some portion may be paid in 2003. Reorganized DirecTV
expects to reach operational cash flow break-even in 2005 with an
estimate of 2,000,000 subscribers. Region-wide subscribers are
expected to increase from 1,500,000 at the end of 2003 to around
3,000,000 at the end of 2008. Reduced Programming and Satellite
Communications costs and reduced interest expense are projected
to result in improved earnings and cash flow.
Financial Projections for Reorganized DirecTV
($ in Millions)
2003 2004 2005
Pro-Forma Forecast Forecast
--------- -------- --------
Revenue $628 $595 $789
Programming (301) (222) (224)
Satellite Capacity (62) (54) (54)
Uplinking and Broadcasting
Operation (24) (20) (21)
Subscriber Services (78) (108) (95)
Bad Debt (23) (16) (14)
(Gain)/Loss on Disposition
of Assets (29) - -
Translation 2 (19) 3
G&A (86) (77) (84)
--------- -------- --------
Total Operating Expenses (214) (221) (190)
Subscriber Acquisition Costs (64) (64) (74)
Revenue Taxes/other (51) (43) (52)
Operating Profit before interest
Depreciation & Amortization (89) (29) 174
Interest (78) (25) (26)
Restructuring Fees (15) (13) -
Taxes (50) (32) (35)
Working Capital 101 (136) 13
Total CapEx (80) (81) (151)
--------- -------- --------
Net Cash Available/
(Funding Required) ($210) ($316) ($25)
========= ======== ========
2006 2007 2008
Forecast Forecast Forecast
-------- -------- --------
Revenue $1,008 $1,198 $1,355
Programming (264) (306) (341)
Satellite Capacity (54) (54) (54)
Uplinking and Broadcasting
Operations (22) (22) (22)
Subscriber Services (113) (129) (142)
Bad Debt (18) (22) (25)
(Gain)/Loss on Disposition
of Assets - - -
Translation (3) (3) (4)
G&A (88) (90) (93)
--------- -------- --------
Total Operating Expenses (222) (243) (264)
Subscriber Acquisition Costs (83) (86) (87)
Revenue Taxes/other (64) (76) (83)
Operating Profit before interest
Depreciation & Amortization 299 411 503
Interest (26) (16) (4)
Restructuring Fees - - -
Taxes (37) (56) (98)
Working Capital 15 17 12
Total CapEx (174) (185) (144)
--------- -------- --------
Net Cash Available/
(Funding Required) $78 $191 $286
========= ======== ========
The Projections are based on subscriber projections:
Reorganized DirecTV Subscriber Projections
($ in Thousands)
2002A 2003F 2004F 2005F 2006F 2007F 2008F
----- ----- ----- ----- ----- ----- -----
BOP Subscribers 1,610 1,582 1,495 1,629 1,970 2,342 2,692
Gross Additions 656 466 569 758 854 899 907
Churn (684) (553) (435) (417) (482) (548) (613)
----- ----- ----- ----- ----- ----- -----
Net Sub Additions (28) (86) 134 341 372 350 294
EOP Subscribers 1,582 1,495 1,629 1,970 2,342 2,692 2,986
Churn % 43% 36% 28% 24% 22% 22% 22%
===== ===== ===== ===== ===== ===== =====
Summary of Valuation Results
The Debtor engaged AP Services, LLC to prepare a valuation
analysis. The Valuation Team used the Business Plan as the basis
for creating a 10-year cash flow projection. The Valuation Team
assumed that:
(a) the Debtor would be able to obtain the necessary funding
to emerge from Chapter 11 and that funding would be
available for projected operating losses through the
period required for the consolidated "rolled up" entity to
achieve cash break-even; and
(b) the Effective Date would be February 23, 2004.
The Plan anticipates that portions of debt owed by certain
Operating Companies to the Debtor will remain unpaid at the end
of the 10-year projection period, and for operating companies in
Brazil and Argentina, the balances owed to the Debtor are not
collectible. The Operating Companies in Argentina and Brazil are
assumed to have zero equity value. Throughout the projection
period, these Operating Companies make current payments to the
Debtor, and therefore contribute to the enterprise value as a
result.
As part of the Plan, Hughes consents to convert its DIP Facility
Claims into member units in Reorganized DirecTV with no
conversion premium. The valuation was completed before the
conversion. As a result, the cash flow projections for the
Debtor used in the valuation include interest payments on the
borrowings under the DIP Facility. This assumption is different
from the Business Plan, which includes no interest payments
because it assumes conversion of the DIP Facility Claims.
The Debtor's Business Plan includes about $150,000,000 in
payments to general unsecured creditors that will be required
upon emergence from Chapter 11 to satisfy cures for assumed
contracts and claims of over $603,000,000. These payments are in
addition to the $31,000,000 that was paid to certain creditors in
late 2003 to cure programming contracts. The valuation does not
include the payments to be made upon emergence but does include
those payments already made to creditors during 2003.
The equity value of Consolidated DirecTV, before the conversion
of the DIP Facility Claims and before payments made to creditors
pursuant to the Plan, includes:
(a) the "stand alone" value of the Debtor, which is derived
largely from the stream of payments received from each of
the Operating Companies; and
(b) the values of equity interests in each of the Operating
Companies owned by the Debtor.
To determine the total value to be distributed upon emergence
pursuant to the Plan, the value associated with the conversion of
the DIP Facility Claims is added to the equity value. The values
are:
Ownership % Value
----------- ------------
Equity Value of Debtor - "Stand Alone" 100.0% $260,700,000
Equity in Argentina Operating Company 51.0% 0.0
Equity in Brazil Operating Company,
Consolidated 100.0% 0.0
Equity in Columbia Operating Company 90.9% 2,100,000
Equity in 100% Owned Tier II Operating
Companies 100.0% 6,200,000
------------
Equity Value of Consolidated DirecTV 100.0% $269,000,000
Add back of value equal to the
DIP Loan balance 148,000,000
------------
Distributable Value prior to
Conversion of DIP Facility and
Roll-Up Transactions $417,000,000
============
Distribution of Value of the Debtor
Hughes and the Committee underwent extensive negotiations to
determine the appropriate amount and type of consideration to be
distributed to the creditors so as to satisfy claims and to
compensate parties for contributions necessary to successfully
reorganize, emerge from bankruptcy, and operate post-emergence.
The Plan provides that the Debtor will distribute cash to the
Claimholders in the Priority Class, the Secured Class and the
General Unsecured Class. In exchange for its Contributions, 100%
of Reorganized DirecTV equity will be distributed to:
(1) Hughes or its designee to the extent of the Class 3 Share:
(a) in full and final satisfaction of the Allowed DIP
Facility Claims;
(b) in consideration of the Additional Hughes
Contributions; and
(c) to the extent there is any remaining value
attributable to the Class 3 Share, in full and final
satisfaction of the Allowed Class 3 Hughes Claims; and
(2) Darlene.
The distribution of the value of the Debtor in accordance with
the Plan is:
Value
------------
Value paid to Creditors in cash pursuant to the
Plan in consideration of cures and general
Unsecured claims $150,000,000
Value of Reorganized DirecTV Member Units
Provided to Hughes in satisfaction of
Administrative DIP Facility Claims and Allowed
Class 3 Hughes Claims and in partial
Consideration of the Exit 267,000,000
------------
Total Distributable Value under the Plan prior
To the Roll-Up Transactions $417,000,000
============
The value of the Debtor, Consolidated DirecTV, and Reorganized
DirecTV can only be achieved if sufficient funding is available
to meet the cash flow requirements after emergence from Chapter
11. Absent the Roll-Up Transactions and the related debt
forgiveness, the funding needs of the various entities that
comprise the enterprise would be over $1,000,000,000 by 2006.
The Debtor believes that the levels of funding would not be
available, thus preventing a successful reorganization.
To increase the viability of Reorganized DirecTV, Hughes agreed
to accept member units in full satisfaction of the Allowed DIP
Facility Claims. This conversion will reduce the cash
requirements of Reorganized DirecTV.
To further strengthen Reorganized DirecTV, Hughes, DirecTV Latin
America Holdings, Inc., DirecTV International, Inc., and Darlene,
pursuant to the Roll-Up Transactions and as part of the Plan,
agreed to convert (i) a $57,000,000 debt from CBC and (ii) a
$534,000,000 debt from SurFin into Reorganized Debtor equity.
Vesting of Assets and Roll-Up Transaction Consummation
On the Effective Date, these transactions will occur:
(a) the Roll-Up transactions;
(b) the Class 3 share and the Darlene share of the Reorganized
Debtor member units;
(c) all of the old DirecTV membership interests will cease to
be outstanding and be canceled and retired without
payment; and
(d) all Estate property will vest in Reorganized DirecTV
free and clear of all Claims, liens, charges or other
encumbrances.
On the Effective Date, Reorganized DirecTV will effect the
distributions and related transactions required pursuant to the
Plan, including the issuance and distribution of Reorganized
DirecTV member units.
Issuance of New Securities
On the Effective Date, the Hughes Notes, the Original Lender
Claims, the Original Credit Agreement Documents, the DIP Facility
Claims and the DIP Loan Documents and other related transactions,
will be cancelled, retired and deemed terminated and will cease
to exist. Reorganized DirecTV will issue member units, which
will be distributed as provided in the Plan. Reorganized DirecTV
will execute and deliver any other agreements, documents and
instruments as are required. Each recipient of member units will
be deemed to be a party to Reorganized DirecTV.
Feasibility Requirement
The Court needs to determine that the confirmation of the Plan is
not likely to be followed by liquidation or the need for further
financial reorganization. To determine whether the Plan meets
this requirement, the Debtor analyzed its ability to meet its
obligations under the Plan and meet the continuing obligations to
be incurred in the ordinary course of its continuing business.
This analysis includes a forecast of Reorganized DirecTV's
financial performance from and after the Effective Date of the
Plan. Based on the forecast set forth in the Projections, the
Debtor believes that it will have the financial capability to
satisfy its obligations following the Effective Date.
Best Interests of Creditors Test
To confirm the Plan, the Debtor must satisfy the "best interest"
test, which requires that the Plan provide each holder with a
recovery having a value at least equal to the distribution value
if the Debtor were to liquidate under Chapter 7 of the Bankruptcy
Code.
Due to the numerous uncertainties and time delays associated
with liquidation under Chapter 7, it is not possible to predict
with certainty the outcome of liquidation or the timing of any
distribution to creditors. The Debtor, however, projects that
any liquidation under Chapter 7 would result in no greater
distributions that those provided for in the Plan.
After considering the effects that Chapter 7 liquidations would
have on the ultimate proceeds available for distribution to
creditors in the Chapter 11 Case, including (i) the increased
costs and expenses of liquidations under Chapter 7 arising from
fees payable to trustees in bankruptcy and professional advisers
to the trustees, (ii) the erosion in value of assets in Chapter 7
case in the context of the expeditious liquidation required under
a Chapter 7 case, and (iii) the substantial increases in Claims
that would be satisfied on a priority basis or on a parity with
creditors in the Chapter 11 Case, the Debtor believes that the
confirmation of the Plan will provide each Holder of an Allowed
Claim or Interest with a recovery that is not less than what the
Holder would receive under a Chapter 7 liquidation.
Reorganization Beats Liquidation
The Debtor's management, with the assistance of its professional
advisors, prepared a hypothetical Chapter 7 liquidation analysis
to assist Holders of Impaired Claims and Interests to reach a
determination as to whether to accept or reject the Plan. The
liquidation analysis provides a summary of the liquidation values
of the Debtor's assets assuming Chapter 7 liquidations in which a
trustee appointed by the Bankruptcy Court would liquidate the
assets of the Debtor's Estate.
The Debtor believes, based on reasonable assumptions, that
neither its creditors nor members would receive a distribution on
account of their Claims or interests in the event of a
liquidation of the Debtor's assets of a value greater than the
value contemplated in the distributions under the Plan.
Therefore, the value of the distributions offered to the Holders
of Claims in each class of Impaired Claims under the Plan will be
substantially greater than the distribution the creditors would
receive under a Chapter 7 liquidation.
($ in thousands)
Orderly
Balance at Liquidation
07/31/2003 Recovery % Value
---------- ---------- -----------
ASSETS
Cash $10,052 100.0% $10,052
Accounts Receivable 706,268 0.0 -
Allowance For
Doubtful Accounts (21,798) 0.0% -
-------- --------
Net Receivables 684,469 0.0% -
Prepaid Expenses 5,383 17.0% 916
-------- --------
Total Current Assets 699,904 1.6% 10,968
Machinery & Equipment, Net 34,029 0.6% 207
Automotive Equipment, Net - NA -
Furniture and Fixtures, Net 296 10.0% 30
Office Machines, Net 7,657 10.0% 766
Leasehold Improvements, Net 84 0.0% -
Construction in progress 10,562 0.0% -
-------- --------
Property, Plant & Equipment 52,629 1.9% 1,002
Invest in Stock of
Affiliate Companies (331,753) NM 2,302
Miscellaneous Other Assets 75,610 0.0% -
Intercompany Deferred Charges 3,950 0.0% -
-------- --------
Investments & Other Assets (252,193) NM 2,302
Total Proceeds Available
for Closing Costs &
Distributions to Claim
Holders 14,273
========
Amount of Secured
Administrative DIP Loan 148,000
Amount Available for Other
Administrative Expense
Claims 0
========
The Debtor approached the liquidation analysis on an asset
liquidation basis because there can be no assurance that the
Debtor could effect a roll-up of its critical operating
subsidiaries or otherwise force a sale of the operating
subsidiaries upon a conversion of the Chapter 11 case to a
Chapter 7 case, thus eliminating the possibility that the Debtor
could continue operating or be sold as a "going concern" or
"going concerns." The liquidation analysis assumes that the
Debtor's assets would be broken up and sold by a Chapter 7
trustee irrespective of their current use. Some of the Debtor's
assets when broken up may not be able to be sold or may realize
minimal proceeds.
If the Plan is not confirmed and consummated, the alternatives
include:
(i) a Chapter 7 liquidation; and
(ii) the preparation and presentation of an alternative
reorganization plan.
If no Chapter 11 plan can be confirmed, the Chapter 11 case may
be converted to a case under Chapter 7 in which a trustee would
be elected or appointed to liquidate the Debtor's assets. As
stated, a Chapter 7 liquidation results in smaller distributions,
if any, being made to creditors, additional expenses and claims,
and the failure to realize the greater, going concern value of
all the Debtor's assets.
If the Plan is not confirmed, the Debtor or any other party-in-
interest could attempt to formulate a different Reorganization
Plan. The Debtor believes that the proposed Plan enables it to
emerge from Chapter 11 expeditiously and allows creditors to
realize highest recoveries. The Debtor believes that a failure
to confirm the Plan will lead to a liquidation of its assets.
(DirecTV Latin America Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service, Inc., 215/945-7000)
DISCO: Cencosud Fails To Reach Sale Accord With Ahold
-----------------------------------------------------
Dutch supermarket and foodservice operator Royal Ahold NV said
Tuesday it is no longer in talks with Chilean retailer Cencosud
SA on the sale of its Argentine supermarket company Disco SA. The
two companies had announced that they were in exclusive talks on
the sale, but last Friday this exclusivity period ended.
After a due diligence that took a month, Cencosud informed
Chile's securities commission that it had not reached an accord
with Ahold on the acquisition of Disco.
As it was established, the deal was not convenient for our
shareholders, explained Cencosud CEO Laurence Golborne. The
executive didn't mention the troubles found at Disco that
discouraged the acquisition.
According to sources close to the Chilean group the interest in
Disco remains, but not in the conditions under which the
exclusivity accord was signed. The talks might go on only if
Ahold modified some of the conditions of the original agreement.
Meanwhile, Ahold spokesman Fritz Schmuhl declined to comment
whether the negotiations have collapsed.
Schmuhl said that he couldn't comment further as Ahold is now in
talks with other parties on the divestment of Disco.
In November, Ahold and Cencosud expected to sign a binding
contract before the end of the year. This was to be signed after
finalizing the stock purchase agreement and Cencosud concluding
its due diligence.
Both parties didn't reveal a sales price, but analysts estimate
the company is worth between US$200 million to US$350 million.
Aholds Disco operates 237 stores in Argentina and has a 19.2%
market share. Cencosud has a 6% market share in Argentine
supermarket sales via its Jumbo chain.
Recently, Cencosud bought Ahold assets in Chile - the Santa
Isabel supermarket chain - for US$ 94.5 million.
The end of Ahold's talks with Cencosud leaves the field open for
other parties that have also expressed interest in buying Disco.
The major remaining bidders are Argentine businessman Francisco
de Narvaez and French-owned Casino group. De Narvaez told
Argentine press several weeks ago he and Casino are partnering to
present an improved offer for Disco. De Narvaez former retail
holdings include the Casa Tia supermarket chain and a Buenos
Aires shopping center. In late November, he ran full-page
advertisements in Argentine newspapers calling for Disco to
remain in the hands of a local owner.
EMPRESA DE SERVICIOS: Credit Check Ends March 10
------------------------------------------------
Creditors of Empresa de Servicios Edelin S.A. must have their
claims authenticated by the Company's receiver before March 10,
2004. The Company is currently undergoing the bankruptcy process
with Mr. Ruben Hugo Faure verifying claims.
Judge Dieuzeide of Buenos Aires Court NO. 1 handles the Company's
case. Clerk No. 2 Dr. Pasina assists, says La Nacion.
CONTACT: Empresa de Servicios Edelin S.A.
9th Floor, Office 22
Lavalle 1125
Buenos Aires
Ruben Hugo Faure
3rd Floor, Office F
Rivadavia 1227
Buenos Aires
ESTRUCTURA Y SERVICIOS: Individual Reports Due at Court Today
-------------------------------------------------------------
The individual reports for the reorganization of Buenos Aires'
Estructura y Servicios S.A. are due at the court today. The
reports, prepared by the Company's receiver, Mr. Jorge Raul
Mencia, contains the results of the credit verification process/
The receiver will also prepare a general report, to be submitted
on March 2 next year, after the individual reports are processed,
according to an earlier report by the Troubled Company Reporter -
Latin America. The Company is undergoing reorganization after the
city's Court No. 1 approved the Company's motion for "Concurso
Preventivo".
The informative assembly will be held August 4 next year.
CONTACT: Estructura y Servicios S.A.
Ecuador 337
Buenos Aires
Jorge Raul Mencia
Uruguay 328
Buenos Aires
FAINGOLD CAVALLERA: Seeks Court Approval to Reorganize
------------------------------------------------------
Faingold Cavallera S.A., which is based in Buenos Aires, seeks
court permission to undergo reorganization. The petition comes as
the Company is under pressure from unpaid debts since June 25,
2001.
Argentine newspaper La Nacion reports that the Company submitted
its motion for "Concurso Preventivo" at the city's Court No. 21,
which is under Judge Paez Castaneda. Clerk No. 42, Dr. Barreiro,
works with the court on the case.
CONTACT: Faingold Cavallera S.A.
1st Floor, Office 102
Ave Cordoba 836
Buenos Aires
GALDAR: Court Declares Company Bankrupt
---------------------------------------
Buenos Aires Court No. 11 declared local company Galdar S.A.
bankrupt, reports Argentine news portal Infobae. Clerk No. 21
assists the court on the case, which will close with the
liquidation of the Company's assets to reimburse creditors.
Without indicating the creditor assigned to the case, Infobae
reports that the credit verification period ends on February 23,
2004. The individual report is due for filing at the court on
April 5, followed by the general report on May 17.
HECBI PRODUCCIONES: Receiver Ends Claims Review Process
-------------------------------------------------------
Ms. Susana Graciela Marino, receiver for Buenos Aires company
Hecbi Producciones S.R.L., will close the credit verification
process for the Company's bankruptcy today. Claims were validated
to determine the nature and amount of the Company's debts.
Buenos Aires Court No. 14 handles the Company's case. The
individual and general reports are to be submitted to the court
on March 2, 2004 and April 14, 2004, respectively.
The informative assembly will take place on September 30 next
year, according to an earlier report by the Troubled Company
Reporter - Latin America.
CONTACT: Susana Graciela Marino
Uruguay 560
Buenos Aires
INDUSTRIAS METALURGICAS: Credit Verification Closes Today
---------------------------------------------------------
Creditors of Buenos Aires company Industrias Metalurgicas Turbion
S.A. must have their claims verified by the receiver, Mr. Rube
Hugo Faure, as the deadline expires today. The receiver will now
prepare the individual reports on the results of the
verifications.
The Company is currently undergoing the bankruptcy process on
orders from the city's Court No. 1. Local sources did not reveal
whether the court, which works with Clerk No. 1 on the case, has
set the deadlines for the filing of the individual and general
reports.
CONTACT: Ruben Hugo Faure
Ave Rivadavia 1229
Buenos Aires
LA NOUVELLE ROCHE: Court Orders Bankruptcy
------------------------------------------
Argentine restaurant La Nouvelle Roche S.R.L. was declared
bankrupt by Judge Gutierrez Cabello of Buenos Aires Court No. 6.
Local newspaper La Nacion relates that Dr. Sarmiento, the city's
Clerk No. 12, works with the court on the case.
The Company's receiver, Mr. Juan Vilanova, will verify creditors'
claims until February 27 next year. Creditors are required to
file their claims before the said date in order to qualify for
payments to be made after the Company's assets are liquidated.
CONTACT: La Nouvelle Roche S.R.L.
5th Floor, Office 32
Combate de los Pozos 59
Buenos airse
Juan Vilanova
6th Floor, Office B
Hipolito Yrigoyen 1349
Buenos Aires
LENS EXPRESS: General Report Due to Be Filed Today
--------------------------------------------------
The deadline for the filing of the general report on the
reorganization of Buenos Aires-based Lens Express S.A. will
expire today, the Troubled Company Reporter - Latin America said
in a previous report. The report was prepared by the Company's
receiver, Ms. Martal Estela Acuna, who also verified creditors'
claims.
The city's Court No. 22, handles the Company's case. Working with
Clerk No. 43, the court also set the informative assembly to be
held on May 6 next year.
CONTACT: Lens S.A.
Montevideo 160
Buenos Aires
Marta Estela Acuna
Combate de los Pozos 129
Buenos Aires
NEW LEPANTO: Receiver Assigned to Bankruptcy Process
----------------------------------------------------
Mr. Jorge Wilke will oversee the bankruptcy of Buenos Aires-based
company New Lepanto S.A., reports local news portal Infobae.
Creditors must present their claims to the receiver for
verification before December 30 this year. The city's Court No.
20, which handles the Company's case, requires the receiver to
submit the individual reports on March 12 next year. These
reports contain the results of the credit verification process.
The general report, which is prepared after the individual
reports are processed at court, must be filed on April 27, 2004.
The court will then order the liquidation of the Company's assets
to pay off creditors.
CONTACT: Jorge Wilke
Roosevelt 1877
Buenos Aires
NUTRIMENTAL: Court Declares Company Bankrupt
--------------------------------------------
Buenos Aires Court No. 7 declared local company Nutrimental Co
S.A.I.C.Y.F. "Quiebra", relates Argentine news source Infobae.
The Company is now in the hands of its appointed receiver, Mr.
Roberto Lapollnik.
Working with Clerk No. 13, the court gave creditors until July
14, 2004 to have their claims authenticated by the receiver. This
is done to ascertain the nature and amount of the Company's
debts. The results of the verification process are to be relayed
to the court via the individual reports. The receiver is also
required to prepare a general report after the individual reports
are processed at the court.
CONTACT: Nutrimental Co S.A.I.C.Y.F.
Avenida Corrientes 1312
Buenos Aires
Roberto Lapollnik
Parana 851
Buenos Aires
TGN: Local Fitch Maintains D(arg) Rating on Debentures
------------------------------------------------------
The Argentine arm of credit ratings agency Fitch Ratings
maintains its D(arg) rating on the US$300 million and the US$320
million series I-V debenture programs issued by local gas
transporter TGN, reports Business News Americas.
TGN, which has debts reaching US$1.8 billion, continues to work
with creditors in the restructuring of its debt. The Company's
strategy is to focus on protecting the operating integrity of its
assets, which is restricted by its financial situation. The
renegotiation of its concession contract with the government and
the high associated regulatory risk are the main dangers facing
the company, said Fitch.
TGN is a natural gas transporter serving northern and central
Argentina. It is 29.4% owned by US-based CMS and 70.4% by the
Gasinvest consortium of France's TotalFinaElf (27.2%),
Argentina's Compania General de Combustibles (27.2%), Argentina's
Techint (27.2%), and Malaysia's state oil company Petronas
(18.4%).
CONTACT: TRANSPORTADORA DE GAS DEL NORTE (TGN)
Don Bosco 3672, (C120ABF) Buenos Aires, Argentina
Phone: (+54 11) 4959-2000
Fax: (+54 11) 4959-2242
Home Page: www.tgn.com.ar/
WULI: Credit Check Deadline Expires Today
-----------------------------------------
Today, December 18, 2003, is the deadline for the authentication
of creditors' claims regarding the bankruptcy of Buenos Airs
company Wuli S.A., the Troubled Company Reporter - Latin America
said in an earlier report. The Company's receiver, Mr. Jorge
Eladio Feito, will start preparing the individual reports.
Buenos Aires Court No. 2, which handles the Company's case,
requires the receiver to file the individual reports on March 3,
2004. The general report, prepared after the individual reports
are processed at court, is due at the court April 14.
Clerk No. 3 assists the court on the case.
CONTACT: Wuli S.A.
Parana 326
Buenos Aires
Jorge Eladio Feito
San Martin 662
Buenos Aires
* Argentine Bondholders To Meet In Rome In January
--------------------------------------------------
A global committee of Argentina's jilted bondholders, which was
formed to press the embattled government into debt restructuring
negotiations by presenting a unified voice, has scheduled to meet
in Rome early next month, reports Reuters.
The group is made up of the Argentina Bondholders Committee
(ABC), which represents fund managers; the Argentine Bond
Restructuring Agency (ABRA), representing retail holders in
Europe; Italian investor group Task Force Argentina (TFA), Bank
of Tokyo-Mitsubishi, Bank Julius Baer, BNP-Paribas (BNPP.PA:
Quote, Profile, Research) , Deutsche Bank (DBKGn.DE: Quote,
Profile, Research) , Shinsei Bank, and Union Bank of Switzerland
(UBSN.VX: Quote, Profile, Research) representing the Swiss
Bankers Association.
"The committee represents all major constituencies of the
government's foreign bondholders worldwide, both retail and
institutional investors," the steering committee said in a
statement issued on Tuesday.
However, it remains unclear whether Argentina intends to
recognize the new umbrella committee as its partner in
negotiations aimed at putting the country's US$88 billion default
behind it.
=============
B E R M U D A
=============
FOSTER WHEELER: SNC-Lavalin Venture Gets Goro Nickel Contract
-------------------------------------------------------------
Foster Wheeler Ltd. (OTCBB: FWLRF) announced Wednesday that its
subsidiary, Foster Wheeler (Qld) Pty Ltd., in a joint venture
with SNC-Lavalin Australia Pty Ltd. has been awarded a contract
by Goro Nickel SA to carry out certain engineering, planning and
related activities as part of the Phase 2 review of the Goro
Nickel Project in New Caledonia. The joint venture is known as
the CEG Joint Venture.
The estimated $39.5 million joint-venture contract just signed
covers the second phase, or Phase 2, of a comprehensive re-
examination of the project initiated by Inco. This phase is
already underway, and will include establishing a project cost
control estimate, an updated schedule for the project and
optimized and clearly defined scope and execution plan. One of
the critical objectives of this phase is the identification of
value improvement measures and more detailed engineering to
optimize project capital costs.
"This is a very exciting project for Foster Wheeler, not only
because of its scope, but also because its location is in a
region where we continue to build on our reputation for project
execution excellence," said Mike Beaumont, director of project
operations for Foster Wheeler Energy Limited. "The mining and
minerals sector presents new opportunities for our company, and
on the Goro site we will be able to demonstrate our wealth of
project management and execution skills, which have been so well-
utilized in the oil and gas, chemical, refining, power and
pharmaceutical industries."
"We are very pleased with this latest recognition by Inco of our
long and successful working partnership," said Pierre Duhaime,
executive vice-president, SNC-Lavalin Group Inc. "We bring
significant expertise in terms of nickel mining and metallurgy
processing to this important project. In addition, we are
particularly well-positioned to meet our client's needs, and work
with the local community, as a result of earlier contracts
carried out by SNC-Lavalin companies on the Goro site in 1995 and
1998."
Robin Marshall, project director for Goro Nickel SA, said,
"Foster Wheeler and SNC-Lavalin have the experience of
successfully executing projects taking environmental concerns
into consideration. In this, and many other regards, we were very
impressed with Foster Wheeler's and SNC-Lavalin's credentials. We
are confident that this joint venture will deliver a plan for a
project that will be economically feasible and which can be
implemented in a financially prudent manner."
Services provided by the CEG Joint Venture under this contract
will be delivered from the offices of Inco Australia Management
in Brisbane, Australia.
The booking for Foster Wheeler will be included in the backlog in
the fourth-quarter results.
Foster Wheeler Ltd. is a global company offering, through its
subsidiaries, a broad range of design, engineering, construction,
manufacturing, project development and management, research and
plant operation services. Foster Wheeler serves the refining, oil
and gas, petrochemical, chemicals, power, pharmaceuticals,
biotechnology and healthcare industries. The corporation is based
in Hamilton, Bermuda, and its operational headquarters are in
Clinton, New Jersey, USA. For more information about Foster
Wheeler, visit its Web site at www.fwc.com.
SNC-Lavalin Australia Pty Ltd. is a wholly owned subsidiary of
the Canadian-based SNC-Lavalin Group Inc.
SNC-Lavalin (TSX: SNC) is one of the leading groups of
engineering and construction companies in the world with
acknowledged expertise in mining and metallurgy, power
distribution and transmission, chemicals and petroleum,
infrastructure, agrifood, pharmaceuticals and in the light and
heavy industrial sectors. SNC-Lavalin is a global leader in the
ownership and management of infrastructure, and a key player in
facilities and operations management. The SNC-Lavalin companies
have offices across Canada, in 15 cities in France, in Budapest,
Hungary, in Monaco, and in 30 other countries around the world,
and are currently working in some 100 countries.
Goro Nickel SA is 85% owned by Inco, and 15% by BRGM. Goro Nickel
SA has appointed Inco Australia Management Pty Ltd. (IAM) as the
manager for the Goro Nickel Project. IAM is a 100% owned
subsidiary of Inco.
New Caledonia is a French overseas territorial community
(Collectivite terrritoriale). The Goro site is on the south coast
of New Caledonia approximately 60 kms southeast of the capital
Noumea.
CONTACT: Foster Wheeler Ltd.
Media Contact:
Richard Tauberman
Phone: 908-730-4444
Other Inquiries
Phone: 908-730-4000
===========
B R A Z I L
===========
AES CORP.: Units Obtain Consent on Proposed Restructuring
---------------------------------------------------------
AES IHB Cayman, Ltd. ("IHB") and AES Tiete Holdings, Ltd. ("Tiete
Holdings") announced Wednesday that they have obtained consents
from 100% of the holders of the $300,000,000 aggregate principal
amount 11.5% Trust Certificates due December 15, 2015 of IHB (the
"Certificates") to facilitate a proposed restructuring of Tiete
Holdings's indirect investments in the Brazilian electric power
sector. This restructuring contemplates, and the consents will
permit, among other things, the transfer of the share capital in
Tiete Holdings, currently pledged by AES Corp. and AES
Communications Latin America, Inc. as collateral for the
Certificates, to a newly organized Brazilian holding company. The
share capital in Tiete Holdings will remain subject to a lien in
favor of the Trustee with respect to the Certificates.
Tiete Holdings' Brazilian operating company, AES Tiete S.A.
("Tiete"), is a power generation company which resulted from the
reorganization and privatization of certain assets of Companhia
Energetica de Sao Paulo, the energy company previously owned by
the State of Sao Paulo. Tiete supplies reliable, clean and cost-
effective power to the Brazilian market primarily through power
purchase agreements with several major distribution companies.
CONTACT: Mark Green
Phone: 55 11 5501 7704
AES TIETE: Fitch Downgrades Certificates Grantor Trust to 'DDD'
---------------------------------------------------------------
Fitch Ratings has downgraded the AES Tiete Certificates Grantor
Trust (certificates) to 'DDD' from 'CC' Rating Watch Negative.
The downgrade reflects the missed principal and interest payment
due Dec. 15, 2003 of approximately US$22 million. The issuer (AES
IHB Cayman, Ltd.'s, IHB) and certificate holders continue to
negotiate a debt restructuring for the certificates, which is
expected to be finalized in the near term. Recovery for
certificate holders is expected to be highly supported by the
underlying cash flow generation and net income of the operating
company, AES Tiete.
CONTACT: Jason Todd
Chicago
Phone: +1-312-368-3217
Sam Fox
Chicago
Phone: +1-312-606-2307
Jayme Bartling
Sao Paulo
Phone: +55 11-287-3177
Media Relations:
Matt Burkhard
New York
Phone: +1-212-908-0540
CFLCL: Records Extraordinary Shareholders Meeting Results
---------------------------------------------------------
1. Date, time and place: On December 09, 2003 at 10:00 (ten
o'clock) at the Company's head offices located at Praca Rui
Barbosa 80, Cataguases, Minas Gerais state.
2. Notice: Notice of call published in the "Official Gazette of
the state of Minas Gerais, on: November 07, 2003, page 46,
November 08, 2003, page 39 and November 11, 2003 page 46 and in
the Gazeta Mercantil newspaper - National Edition on: November
07, 2003, page A-15, November 10, 2003 page A-13 and November 11,
2003 page A-19.
3. Attendance: Shareholders representing over 2/3 of the voting
share capital and shareholders representing over 66% of the
preferred shares of the Company, as can be seen in the
"Shareholders Attendance Book". The president of the board of
directors, Dr. Ivan Muller Botelho, directors Felicia Bellows and
Thomas Gregg Cauchois, and fiscal directors Renato Anet, Wilson
de Barros and Marcelo Souza were also present, in accordance with
the legislation in effect.
4. Board: President, Mr. Paulo Cezar Aragao and Secretary, Mr.
Evandro Ramos Lourenco.
5. Resolutions: 5.1. To authorize the writing up of the minutes
of this Extraordinary Shareholders' Meeting, in addition to the
publication thereof without the signatures of the shareholders
present, in accordance with art. 130 and paragraphs thereof of
Law 6.404/76; 5.2. To approve, against the vote of the
shareholders Alliant Energy Holdings do Brasil Ltda., Fondelec
Essencial Services Growth Fund I, L.P., and The Latin America
Energy & Electricity Fund I, L.P., in accordance with the written
votes received by the board and filed as documents No. 1
(containing two appendixes as required by the CVM on December 05
and 08) 2 and 3 (containing an appendix constituting an analysis
prepared by Worldinvest), and with the abstentions of the
shareholders and administrators Felicia Leigh Bellows and Thomas
Gregg Cauchois, who declared they were legally impeded from
participating, the reduction to the Company's share capital of
BRL74,358,513.23 (seventy-four million, three hundred and fifty-
eight thousand, five hundred and thirteen reals and twenty-three
cents), thereby lowering said share capital from BRL
354,335,001.00 (three hundred and fifty-four million, three
hundred and thirty-five thousand and one reals) to
BRL279,976,487.77 (two hundred and seventy-nine million, nine
hundred and seventy-six thousand, four hundred and eighty-seven
reals and seventy-seven cents), in accordance with the proposal
approved by the Company's management and the company's
Intermediary Balance Sheet as on base date September 30, 2003,
without altering the number of shares issued by the Company, in
order to absorb existing losses, as identified by the
aforementioned intermediary balance sheet. 5.3. To approve,
against the vote of the shareholders Alliant Energy Holdings do
Brasil Ltda., Fondelec Essencial Services Growth Fund I, L.P.,
and The Latin America Energy & Electricity Fund I, 2 L.P., in
accordance with the written votes received by the board and filed
as documents No. 1 (containing two appendixes as required by the
CVM on December 05 and 08) 2 and 3 (containing an appendix
constituting an analysis prepared by Worldinvest), and with the
abstentions of the shareholders and administrators Felicia Leigh
Bellows and Thomas Gregg Cauchois, who declared they were legally
impeded from participating, the amendment to art. 4, main
section, of the Company's bylaws in order to reflect the new
value of the Company's share capital following the reduction
approved in the previous resolution, with the aforementioned art.
4, main section, being rewritten as follows, with no amendments
being made to the paragraphs thereof: "Art. 4. - The share
capital is BRL279,976,487.77 (two hundred and seventy-nine
million, nine hundred and seventy-six thousand, four hundred and
eighty-seven reals and seventy-seven cents), divided into
BRL107,122,990.66 (one hundred and seven million, one hundred and
twenty-two thousand, nine hundred and ninety reals and sixty-
sixcents), represented by 51,218,232,398 common shares,
BRL172,323,316.70 (one hundred and seventy-two million, three
hundred and twenty-three thousand, three hundred and sixteen
reals and seventy cents) represented by 82,392,170,239 class "A"
preferred shares, and into BRL530,180.41 (five hundred and thirty
thousand, one hundred and eighty reals and forty-one cents),
represented by 253,492,770 class "B" preferred shares, all of
which have no nominal value". 5.4. To approve, against the vote
of the shareholders Alliant Energy Holdings do Brasil Ltda.,
Fondelec Essencial Services Growth Fund I, L.P., and The Latin
America Energy & Electricity Fund I, L.P., in accordance with the
written votes received by the board and filed as documents No. 1
(containing two appendixes as required by the CVM on December 05
and 08) 2 and 3 (containing an appendix constituting an analysis
prepared by Worldinvest), and with the abstentions of the
shareholders and administrators Felicia Leigh Bellows and Thomas
Gregg Cauchois, who declared they were legally impeded from
participating, the amendment to the Company's bylaws, in
accordance with the proposal approved by the Company's
management, to create Chapter XII - Temporary Provisions,
including the addition of Art. 31 and sole paragraph thereof, in
order to entitle preferred shares of any class to receive
cumulative dividends during the financial years 2003 and 2004 and
to include the possibility in the bylaws of such cumulative
dividends being paid in a financial year in which there are
insufficient profits, using funds from the Company's capital
reserves, with the aforementioned Chapter being rewritten as
follows: "CHAPTER XII - TEMPORARY PROVISIONS. Art. 31. Class "A"
and Class "B" preferred shares shall be entitled to receive
cumulative dividends in the financial years 2003 and 2004, and
shall revert to receiving noncumulative dividends as from January
01, 2005, regardless of any amendments to the bylaws. During this
time, the voting rights established in paragraph 5 of article 5
of these bylaws shall be exercisable until the outstanding
cumulative dividends are paid. Sole Paragraph - While the
cumulative dividends established in the main section of this
article are outstanding, the Class "A" and Class "B" preferred
shares shall be entitled to receive said dividends in financial
years in which there are insufficient profits, using funds from
the Company's capital reserves." 5.5. To approve, against the
vote of the shareholders Alliant Energy Holdings do Brasil Ltda.,
Fondelec Essencial Services Growth Fund I, L.P., and The Latin
America Energy & Electricity Fund I, L.P., in accordance with the
written votes received by the board and filed as documents No. 1
(containing two appendixes as required by the CVM on December 05
and 08) 2 and 3 (containing an appendix constituting an analysis
prepared by Worldinvest), and with the abstentions of the
shareholders and administrators Felicia Leigh Bellows and Thomas
Gregg Cauchois, who declared they were legally impeded from
participating, the amendment to art. 5, paragraph 1, III and
paragraph 2, II of the Company's bylaws, which respectively
address the dividends of the Class "A" and Class "B" preferred
shares and bring them in line with the provisions of the
previously approved resolution above, with the aforementioned
art. 5, paragraph 1, III and paragraph 2, II, being rewritten as
follows, with no amendments being made to the paragraphs thereof:
"Art. 5 Common shares shall be nominative. paragraph 1: Class "A"
preferred shares, which shall be nominative, shall bear the
following characteristics: (...) III - priority during the
distribution of minimum, noncumulative dividends, with the
exception of the provisions of Chapter XII - Temporary Provisions
- of these bylaws, of at least 10% (ten percent) per year of the
Company capital attributed to this kind of share, with said
dividends to be distributed on a pro rata basis ; and (...)
paragraph 2. Under the terms of Law 1.497 of December 20, 1976,
Class "B" nominative preferred shares shall be issued, without
nominal value, with the following characteristics (...) II -
priority during the distribution of fixed, noncumulative
dividends, with the exception of the provisions of Chapter XII -
Temporary Provisions - of these bylaws, of at least 6% (6
percent) per year of the Company capital attributed to this kind
of share, with said dividends to be distributed on a pro rata
basis whilst upholding the preference of the Class "A" shares,
and (...)".
6. Statements: Shareholder Alliant Energy Holdings do Brasil
Ltda, supported by shareholders Fondelec Essencial Services
Growth Fund I, L.P. and The Latin America Energy & Electricity
Fund I, L.P., declared that in accordance with the shareholders
agreement filed at the Company's head offices, it was exercising
its right to veto all the resolutions on the agenda, which it
deemed incompliant with the provisions of said agreement (doc.
no. 4). The President of the meeting explained that he was in
possession (doc. 5) of a copy of the reply from the shareholders
Itacatu S.A. and Gipar S.A to the letter of the shareholders
Fondelec Essential Services Growth Fund L.P. and The Latin
America Energy and Electricity Fund L.P of December 08,
concerning the exercising of the veto. The President explained,
in accordance with Paragraph 8 of art. 118 of Law 6.404/76, that
he understood to be applicable, within his limits as president,
the exercise of the right of veto by the shareholders Itacatu and
Gipar on the proposals presented. A protest was made (doc 6) by
fiscal director Mr. Marcelo de Souza, because he had been denied
the right to read out the dissident report which he presented to
the meeting, and which he had distributed to the shareholders
present (doc 7). Shareholder Alliant Energy Holdings do Brasil
Ltda declared that it deemed the notice released by the company
on December 08 unclear, with the board then explaining that a
second notice had been released on this date. The same
shareholder protested the matter, which was not accepted by the
board, as it was not on the meeting's agenda.
7. Approved and Meeting Closed: With no further business to
attend to, these minutes were written up, read, approved and
signed by the members of the board and by the shareholders
representing the majority necessary to perform the resolutions
taken by this Meeting. Cataguases/MG, 09 December, 2003. Signed
by.) Paulo Cezar Aragao - President; Evandro Ramos Lourenco -
Secretary; Gipar S/A - Represented by Alexandre Couto Silva;
Itacatu S/A - Jointly represented by Laura Mendes Bumachar and
Apoena Joels; Multisetor Com. Ind. Part. Ltda. - Represented by
Carlos Aurelio Martins Pimentel; Mondocara S/A - Represented by
Carlos Aurelio Martins Pimentel; Esp¢lio de Jose Inacio Peixoto -
Represented by Jose Gabriel Assis de Almeida; Companhia
Industrial Cataguases - Jointly represented by Jose Gabriel Assis
de Almeida and Maria N. E. Carneiro; Gilberto Muller Botelho,
Francisco Eduardo Muller Botelho, Pedro Augusto Botelho Bastos,
Paulo Cesar Botelho Bastos, Adriana Botelho Bastos Zaveruscha,
Andre Luiz Botelho Bastos, Dora Botelho Bastos and Manoel Otoni
Neiva - Represented by Carlos Aurelio Martins Pimentel; Rodrigo
Ulrich de Oliveira; Evandro Ramos Lourenco; Paulo Cezar Aragao;
Laura Mendes Bumachar; Alexandre Couto Silva; Carlos Aurelio
Martins Pimentel; Alliant Energy Holdings do Brasil Ltda. -
Represented by Marcio Tadeu Guimaraes Nunes, Robson Goulart
Barreto and Adriano Carvallhˆdo C.B. Goncalves; Fondelec
Essencial Services Growth Fund I, L.P. - Represented by Joaquim
Tavares de Paiva Muniz; The Latin America Energy & Electricity
Fund I, L.P. - Represented by Nazir Takieddine, digo Alicia
Noyola ; Marcelo Antonio Goncalves Souza; Marcos Bavier Marcos;
Felicia Leigh Bellows; Thomas Gregg Cauchois; Renato Anet; Wilson
de Barros; and Ivan Muller Botelho.
CSN: Issues US$350 Million of 10-Year Notes
-------------------------------------------
Companhia Siderurgica Nacional (CSN) (BOVESPA:CSNA3) (NYSE:SID)
informs that, through CSN Islands VIII Corp., a wholly owned
subsidiary, the Company issued US$350 million in 10-year Notes,
secured by CSN. The transaction has a coupon of 9.75% p.a. The
proceeds from this issuance will be used for general corporate
purposes and short-term debt refinancing, aiming at extending the
average maturity of the Company's indebtedness.
Regarding this transaction, Otavio de Garcia Lazcano, CSN's CFO
said: "We are very pleased with this issuance. This issuing of
10-year Notes, the second ever issued by CSN, was placed at 9.75%
p.a. return to the investors or just 90 basis points over the
Brazilian sovereign ceiling, with no financial covenants or
political risk insurance features embedded in it, and is the last
step to close a series of well succeeded issuances performed by
CSN in 2003. The last transaction with such a long maturity was
done in 1997. We took advantage of a favorable market momentum
and concluded the transaction in record time. The work that has
been done since the privatization and intensified in 2003, made
possible this series of Notes amounting to US$1.4 billion, in the
local and international markets. Once again, this only confirms
the high confidence level that these markets have on CSN's future
performance, whereas the Company certainly positively surprised
the market with its remarkable results in the last 12 months."
Citigroup was the underwriter and the Notes were bought by more
than 80 investors in Brazil, Europe and United States.
Companhia Siderurgica Nacional, located in the state of Rio de
Janeiro, Brazil, is a steel complex integrated by investments in
infrastructure and logistics, that combines in its operation
captive mines, an integrated steel mill, service centers, ports
and railways. With a total annual production capacity of
5,800,000 tons of crude steel and gross revenues of R$5.2 billion
reported in 2002, CSN is also the only tin-plate producer in
Brazil and one of the five largest tin-plate producers worldwide.
CSN: Fitch Rates 10-year Issuance 'B+'
--------------------------------------
Fitch Ratings assigned a 'B+,' senior unsecured foreign currency
to Companhia Siderurgica Nacional's (CSN) US$350 million 10-year
bond that was issued through its subsidiary CSN Islands VIII
Corp. on December 16, 2003. The Rating Outlook is Stable. CSN's
foreign currency rating is constrained by the Federative of
Brazil's 'B+,' foreign currency rating.
Fitch also maintains ratings for CSN export securitizations
issued through CSN Islands VI Corp. Fitch rates both the series
2003-1 US$142 million fixed-rate notes and the series 2003-2 $125
million floating-rate notes 'BBB-.' Fitch also rates CSN's senior
unsecured local currency obligations 'BB+,' and has a national
scale rating of 'A+(bra).'
The proceeds from this issuance will be used primarily to
refinance existing obligations and extend the company's debt
maturity profile. With EBITDA of about BRL$2.2 billion as of
September 30, 2003, CSN's leverage, as measured by net debt-to-
EBITDA, was 1.8 times (x), while EBITDA-to-interest expense was
about 5.0x. Due to increased production volumes, a higher value-
added product mix and a strong pricing environment, Fitch expects
CSN to continue to generate healthy operating cash flow for the
remainder of 2003 and into 2004. In 2003, CSN benefited from a
lower overall cost of financing and has been able to extend its
debt maturity profile.
Fitch also expects to see a reduction in net debt in 2004 such
that CSN's EBITDA-to-interest expense ratio would be above 5.0x,
while net debt-to-EBITDA could improve to less than 1.5x (and CSN
management has stated that it is committed to reducing the
company's ratio of net debt-to-EBITDA to 1.1x by the end of
2004). Although a significant reduction in net debt is expected
in the near term, Fitch believes that further debt reduction will
be constrained over the next several years by the large debt-
service requirements of the company's controlling shareholder,
Vicunha Siderurgia S.A. (Vicunha), which has a 46% stake in CSN
but no operating assets. In 2003, about one quarter of CSN's
EBITDA, or about BRL800 million, was needed for dividends in
order for Vicunha to meet debt service on its debentures of
approximately BRL350 million. The estimated required dividend
from CSN would likely be about BRL700 million in 2004, BRL900
million in 2005 and BRL1.0 billion in 2006. These estimates are
lower than prior ones as Brazilian and inflation and interest
rates have declined recently. With an expected EBITDA of at least
BRL3.0 billion in 2004 and capital expenditures of about BRL500
million (excluding the potential Casa de Pedra expansion), Fitch
believes that CSN will be able to meet the estimated dividend
requirement.
The ratings reflect the company's position as one of the
industry's lowest cost steel producers due to its ownership of
the Casa de Pedra mine, one of the world's largest high-quality
iron ore bodies. CSN also benefits from its modern production
facilities, vertical integration and access to low-cost labor.
The ratings also factor in the concentrated nature of the
Brazilian steel industry, which limits competition based solely
upon price. In addition, transportation barriers minimize the
amount of steel imported into the Brazilian market. These factors
allow CSN to generate strong cash flows during troughs in the
steel cycle and in economic downturns in Brazil.
CONTACT: Fitch Ratings
Anita Saha, CFA
Chicago
Phone: 312-368-3179
Joe Bormann, CFA
Chicago
Phone: 312-368-3349
Jayme Bartling
Sao Paolo
Phone: +55-11-287-3177
Matt Burkhard, Media Relations
Phone: 212-908-0540
CSN: S&P Rates $350M 10-Year Notes 'B+'
---------------------------------------
Standard & Poor's Ratings Services said Tuesday that it assigned
its 'B+' foreign-currency rating to its 10-year guaranteed notes
due 2013 in the amount of US$350 million to be issued by CSN
Islands VIII Corp. and irrevocably and unconditionally guaranteed
by Companhia Sider£rgica Nacional (CSN). At the same time, the
existing ratings on CSN have been affirmed.
The 'B+' foreign-currency rating on CSN reflects the foreign-
currency sovereign rating on the Federative Republic of Brazil
and is constrained as such considering CSN's corporate credit
profile.
Under Standard & Poor's analytical methodology, CSN's credit
profile reflects the company's still somewhat aggressive
financial profile (as debt ratios are adjusted by Standard &
Poor's to include debt at shareholder's level, as described
below), as well as its exposure to the more-volatile Brazilian
economy and to the cyclical and volatile nature of the steel
industry worldwide. These negatives are somewhat offset by CSN's
solid operating profile, a very favorable cost position, strong
export capabilities, and the expectation of continuing
improvement in its capital structure, in particular, with a
significant reduction in short-term debt expected for the
following quarters as the company manages to replace short-term
debt with longer-term notes.
CSN is one of the largest integrated flat steel makers in Brazil.
The company produced 4.0 million tons of crude steel in the first
nine months of 2003, selling 3.53 million tons of steel products
in the same period.
Standard & Poor's sees CSN's business profile as sound. The
company is the only truly vertically integrated steel producer in
Brazil, and the only Brazilian steel maker that benefits from
owning high-quality iron ore (the Casa de Pedra mine, located
approximately 330 kilometers from its steel mill).
CSN's liquidity is adequate for the rating category. The company
has traditionally sustained sound liquidity, with cash reserves
in excess of US$300 million in the past three years. Cash is
invested in liquid assets and marketable securities mostly in
Brazil.
The proceeds from the new 10-year notes are expected to be used
essentially to replace short-term debt, contributing to a
stronger capital structure within the next quarters.
The positive outlook on CSN's foreign-currency corporate credit
rating reflects that of the foreign-currency sovereign rating of
the Federative Republic of Brazil.
ANALYSTS: Reginaldo Takara, Sao Paulo (55) 11-5501-8932
Milena Zaniboni, Sao Paulo (55) 11-5501-8945
ELETROPAULO METROPOLITANA: Delays Debt Renegotiation Deadline
-------------------------------------------------------------
Eletropaulo Metropolitana, Brazil's biggest power distributor,
managed to extend the deadline for renegotiating BRL2.3 billion
(US$783 million) of debt with 30 banks, says Reuters. The
Company, a unit of U.S. power firm AES Corp., now expects to
finish the renegotiation by the end of the year. Eletropaulo is
looking to close the deal with the banks in order for it to
qualify for a US$1-billion government aid package.
It's not clear, however, whether the Company had secured the
minimum level of agreement to its plan that it needs to make the
renegotiation possible. Creditors representing at least 80% of
the debt must sign off on the deal for it to be put in place.
"The signs are very positive," said a spokeswoman.
CONTACT: ELETROPAULO METROPOLITANA
Avenida Alfredo Egidio de Souza Aranha 100-B,
13 andar 04726-270 San Paulo
Brazil
Phone: +55-11-548-9461, +55 11 5696 3595
Fax: +55-11-546-1933
URL: http://www.eletropaulo.com.br
Contacts:
Luiz D. Travesso, Chairman and President
Orestes Gonzalves Jr., VP Finance/Investor Relations
=========
C H I L E
=========
COEUR D'ALENE: SEC Declares Registration Statement Effective
------------------------------------------------------------
Coeur d'Alene Mines Corporation (NYSE: CDE) announced Wednesday
that the "universal shelf" registration statement on Form S-3 it
filed on December 11, 2003 was declared effective by the
Securities and Exchange Commission. The Company filed the
registration statement to register the offer and sale by the
Company from time to time of up to $150,000,000 of various
securities, which may include debt securities, preferred stock,
common stock and or warrants.
No securities associated with the registration statement have yet
been issued at this time. This press release does not constitute
an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. The offering of
the securities shall be made only by means of a prospectus
contained in the registration statement filed with and declared
effective by the Securities and Exchange Commission.
Coeur d'Alene Mines Corporation is the country's largest silver
producer, as well as a significant, low-cost producer of gold.
The Company has mining interests in Nevada, Idaho, Alaska,
Argentina, Chile and Bolivia.
CONTACT: Tony Ebersole, Director of Investor Relations
Phone: 800-523-1535
===========
M E X I C O
===========
CINTRA: New President Named
---------------------------
During the Shareholders' Meeting of Cintra, S.A. de C.V.,
(BMV:CINTRA) held Tuesday according to previous notice and 70.45%
quorum, the shareholders of the controller of Grupo AeroMexico,
S.A. de C.V. and Grupo Mexicana de Aviacion, S.A. de C.V. and
subsidiaries, decided the following appointments and changes in
the Board of Directors of Cintra.
Rogelio Gasca Neri, who was Director at Cintra, was appointed as
Chairman of the Board of Cintra, S.A. de C.V., in substitution of
Luis Gutierrez Ruvalcaba, who for personal and professional
reasons resigned to such position held since March 2001.
Mario Alberto Beauregard Alvarez, Chief Executive Officer of the
IPAB, was appointed Director of Cintra, in substitution of Julio
C‚sar M‚ndez Rubio, who left the IPAB on November this year.
Other approved changes by the Shareholders' Meeting were the
joining of Guillermo Aguilar Alvarez Colunga and Luis de la Calle
Pardo, in substitution of Arseny Lepiavka Ruiz and Luis Gutierrez
Ruvalcaba. The positions of Eugenio Garza Chapa, Andres Conesa
Labastida, Manuel Sanchez Rodriguez, Carlos Gomez y Gomez and
Juan Manuel Marquez Anaya were ratified. The positions of
Comisarios and Secretaries had no changes.
The shareholders' meeting took note and put on record the
recognition and gratitude that the shareholders expressed to the
Directors who leave their position, specially to Luis Gutierrez
Ruvalcaba, because of the professionalism in the carrying out of
their activities.
The new Chairman of the Board, Dr. Gasca Neri, has the
recognition due to his performance as Under-secretary of
Infrastructure in the Ministry of Communications and Transport,
Under-secretary of Treasury and Public Credit, CEO of Aeromexico,
CEO of the Electricity Federal Commission and Under-secretary of
Programming and Budget, positions that allowed him to consolidate
his experience in commercial aviation, finance and the
development of strategic companies.
As new Chairman of the Board of Cintra, Gasca Neri will have the
assignment of managing the two largest airlines in Mexico -
Aeromexico and Mexicana. In spite of the events of September 11,
2001 and their effect on this industry worldwide, the
administration of both companies have made efforts to keep their
viability although their profitability has been negatively
affected. Dr. Gasca Neri assumed the engagement of implementing
actions to recover, in the short term, the profitability and
continue with the sale process.
GRUPO MEXICO: Seeks Creditor Approval To Extend Debt Payments
-------------------------------------------------------------
Grupo Mexico SA, the world's third- largest copper miner, will
ask creditors to extend payments on its US$3 billion in bonds and
loans, Bloomberg News reports, citing Hector Nieto, chief
financial officer at Grupo Mexico's mining unit. Grupo Mexico
"aspires to financing under more attractive terms, more realistic
terms for the company's cash flow capacity," Nieto said. "Mining
has very long business cycles and is very capital intensive, so
short- and medium-term financing doesn't meet your development
needs."
Mexico City-based Grupo Mexico is asking creditors to give it
more time to re-pay debt so it can earmark more money for
maintenance needed on its aging mining facilities in Mexico and
Peru. Grupo Mexico may even be willing to shed its unprofitable
U.S. unit, Asarco Inc., to win back creditor confidence after
defaulting in the past two years on more than US$1.3 billion in
loans and bonds, Nieto said.
Meanwhile, Grupo Financiero Inbursa SA, the Mexican bank owned by
billionaire Carlos Slim that gave Grupo Mexico a US$310-million
loan in March, may be willing to lend the Company more to help it
extend its maturities.
"Grupo Mexico is an important client, and we would be most
willing to discuss any need it may have," said Javier Cervantes,
a director at Inbursa that oversees corporate financing projects.
CONTACT: GRUPO MEXICO S.A. DE C.V.
Avenida Baja California 200,
Colonia Roma Sur
06760 Mexico, 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
=======
P E R U
=======
SIDERPERU: Creditors Approve Debt Proposal
------------------------------------------
Peruvian steelmaker Siderperu informed the securities regulator
Conasev that its creditors have approved its proposal to
reprogram debt payments contained in its global refinancing
agreement (AGR) of April 2002. The approval, according to
Business News Americas, came at a special meeting on Friday, Dec.
12.
The report reveals creditors agreed to reprogram 2002 interest
payments worth US$4.6 million due for repayment on December 31,
2003; fixed quotas worth a total US$3.2 million owed to financial
creditors due on June 30, September 30 and December 31, 2003; and
fixed quotas worth a total US$593,000 to non-financial creditors
due September 30 and December 31, 2003, and March 30, 2004.
The restructuring will yield interest at the rate fixed in the
AGR of Libor plus 4% until September 30, 2004, Siderperu said.
At the same time, creditors gave a vote of confidence to
Siderperu's management, recognizing the Company's efforts and
efficiency, it said. The Company's debt repayment performance
will continue to be closely watched by the creditors' audit
committee, Siderperu added.
The steelmaker, which is controlled by Peruvian holding company
Sider Corp., recently formalized an agreement with Argentina's
Siderar, part of the Techint group, to provide it with technical
assistance.
=================
V E N E Z U E L A
=================
PDVSA: Mulls Refinancing Part of $9B Debt
-----------------------------------------
Venezuela's state oil company Petroleos de Venezuela SA is
analyzing the possibility of refinancing part of its US$9 billion
of debt to take advantage of lower borrowing costs, while seeking
as much as US$5 billion of loans to finance projects.
The Company is facing debt payments of about US$783 million next
year, down from $2.2 billion this year, Executive Finance
Director Jose Gregorio Morales said without revealing how much
debt would be refinanced.
"We want to extend the maturities of PDVSA debt, some of which
carries high interest rates," Morales said. "Now is a propitious
time to refinance it. There is a lot of liquidity in the market,
the dollar is weakening and the euro is strengthening."
The Company is raising funds to boost output after a two-month
strike earlier this year that caused an estimated US$10 billion
in lost sales and damages to its facilities. The Company's
borrowing costs are likely to fall after its credit rating was
raised by Standard & Poor's earlier this year and as the
country's economy is projected to expand this quarter, after
seven quarters of contraction.
In the meantime, Morales revealed that PDVSA may also seek loans
to cover project spending over the next few years. Most of the
US$5 billion would cover natural gas projects in the eastern part
of the country.
***********
S U B S C R I P T I O N I N F O R M A T I O N
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Copyright 2003. All rights reserved. ISSN 1529-2746.
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