/raid1/www/Hosts/bankrupt/TCRLA_Public/040412.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

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

             Monday, April 12, 2004, Vol. 5, Issue 71

                            Headlines


A R G E N T I N A


ASERNAT: Petitions Court for Reorganization Approval
BACS I: Fitch Updates Ratings on Various Financial Trusts
BANCO BISEL: Moody's Latin America Leaves Bonds Unchanged
BANCO HIPOTECARIO: Moody's Reaffirms `D' Rating on Various Bonds

BHN II: Fitch Takes Various Rating Actions on Financial Trusts
BHN III: Fitch Assigns Junk Ratings to Certain Issues
BHN IV: Fitch Issues Various Ratings on Financial Trusts
GATIC: Activists Demand Bankruptcy Ruling
MASTELLONE HERMANOS: Extends Debt Offer to April 30

METROGAS: Plays Major Part in Higher BG Operating Profits
TEXUL: Files Petition to Reorganize
UNIBACK: Court Reviewing Reorganization Petition
* Argentina To Post Gas Deal Details This Week


B R A Z I L

AMBEV: Senate Wants Interbrew Deal Explanation
COPEL: El Paso Set to Appeal Court Ruling
EMBRATEL: Brazilian Group Submits Enhanced Bid
UNIBANCO: To Appoint New CEO
VISA: Fitch Rates Senior Secured Notes Issuance 'B'


C H I L E

COCA-COLA EMBONOR: Moody's Cuts Ratings Despite Peruvian Sale


C O L O M B I A

FIBRATOLIMA: Up For Liquidation


J A M A I C A

AIR JAMAICA: Resumes Canada Flights
KAISER ALUMINUM: Signs Agreement with Rual Trade Limited


M E X I C O

INDUSTRIAS UNIDAS: S&P Moves Ratings to CreditWatch Negative
TMM: Reaches Agreement With KCS Over Acquisition Stipulation


P E R U

*PERU: To Seek Paris Club Approval On Debt Terms Change


T R I N I D A D   &   T O B A G O

BWIA: Government Extends US$40 Million Capital Boost
BWIA: US$40M Government Bail Out Still Unofficial


     - - - - - - - - - -


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


ASERNAT: Petitions Court for Reorganization Approval
----------------------------------------------------
Asernat S.A. is seeking court approval to undergo
reorganization, reports local news source Infobae. The Company's
case is pending before Buenos Aires Court No. 5. Clerk No. 9
assists the court on the case.

CONTACT:  Asernat S.A.
          Condarco 5164
          Buenos Aires


BACS I: Fitch Updates Ratings on Various Financial Trusts
---------------------------------------------------------
Fitch Argentina Calificadora de Riesgo S.A. maintains a
`CC(arg)' rating on US$12.16 million of BACS I Financial Trusts,
the National Securities Commission of Argentina revealed on its
Web site. The debt securities affected are described as "Titulos
de Deuda Clase B Serie 2001-1." The maturity date was not
indicated.

Fitch also maintains a `C(arg) rating on US$8.7 worth of BACS I
Financial Trust. The financial trusts affected are described as
"Certificados de Participacion Serie 2001-1," and are classified
under "Participation Cerficate." The maturity date was not
indicated.

Both ratings indicate that the debts have extremely weak
protection parameters relative to other issues in the country.
However, the second set of debt mentioned has weaker protection
parameters than the first one.

Meanwhile, the local arm of Fitch Ratings assigned a `B(arg)-'
rating to two other sets of Financial Trust:

- US$30 million of Debt Security described as "Titulos de Deuda
Clase AV Serie 2001-1;"

- US$65 million of Debt Security described as "Titulos de Deuda
Clase AF Serie 2001-1"

The maturity dates of these issues were not indicated.

Fitch said that the rating is assigned to bonds that have some
risk of nonpayment.


BANCO BISEL: Moody's Latin America Leaves Bonds Unchanged
---------------------------------------------------------
The National Securities Commission of Argentina relates that the
local branch of Moody's Ratings Agency maintains a `D' rating on
various corporate bonds issued by local bank, Banco Bisel S.A.
The rating, which denotes payment default, pertains to the
following bonds:

- US$54 million worth of "Obligaciones Negociables Subordinadas"
classified under "Series and/or Class." The bonds matured on
July 20, 2000.

- US$100 million worth of "Programa Global de Obligaciones
Negociables" classified under "Program." These bonds also
matured on July 20, 2000.

- US$300 million worth of "Programa de Emisi¢n de T¡tulos de
Deuda a Mediano Plazo" classified under "Program." These bonds
matured on July 20, 2000.

- US$200 million worth of "Programa Global de Emisi¢n de
Obligaciones" classified under "Program." The maturity date of
the bonds was not indicated.

The Company's financial status as of the end of December 2003
determined the ratings given by Moody's.

CONTACT:  Banco Bisel S.A.
          Mitre 602 Rosario
          2000 Santa Fe
          Argentina
          Phone: 0341-4200300
          Home Page: http://www.bancobisel.com.ar/
          Contact:
          Guillermo Harteneck, President
          Jean Luc Perron, Vice President
          Bernard Brousse, Vice President


BANCO HIPOTECARIO: Moody's Reaffirms `D' Rating on Various Bonds
----------------------------------------------------------------
Moody's Latin America Calificadora de Riesgo S.A. assigned a `D'
rating on various corporate bonds issued by Banco Hipotecario
S.A. The National Securities Commission of Argentina revealed
that the rating applies to the following bonds:

- US$14.87 million worth of "Serie I dentro del Programa Global
Medium Term Notes por US$ 1200MM" classified under "Simple
Issue." These bonds will mature on April 17, 2004;

- US$909,100 worth of "Serie IV dentro del Programa Global
Medium Term Notes por US$ 1200MM" classified under "Simple
Issue." These bonds will mature on December 3, 2008;

- US$843,400 worth of "Serie VI dentro del Programa Global
Medium Term Notes por US$ 1200MM" classified under "Simple
Issue." The maturity of the bonds was not indicated;

- US$11.25 million worth of "Serie XVI dentro del Programa
Global Medium Term Notes por US$ 1200MM" classified under
"Simple Issue." The maturity of the bonds was not indicated;

- EUR736,900 worth of "Serie XVII dentro del Programa Global
Medium Term Notes por US$ 1200MM" classified under "Simple
Issue." The maturity of the bonds was not indicated;

- EUR241,300 worth of "Serie XXII dentro del Programa Global
Medium Term Notes por US$ 1200MM" classified under "Simple
Issue." The maturity of the bonds was not indicated;

- EUR12.3 million worth of "Serie XXIII dentro del Programa
Global Medium Term Notes por US$ 1200MM" classified under
"Simple Issue." The maturity of the bonds was not indicated;

- US$8.57 million worth of "Serie XXIV dentro del Programa
Global Medium Term Notes por US$ 1200MM" classified under
"Simple Issue." These bonds will mature on April 15, 2004;

- EUR8.3 million worth of "Serie XXV dentro del Programa Global
Medium Term Notes por US$ 1200MM" classified under "Simple
Issue." These bonds will mature on June 15, 2005.

The rating assigned to the bonds is based on the bank's
financial status as of December 31, 2003.

CONTACT:  Banco Hipotecario SA
          151 Reconquista
          Buenos Aires
          Argentina
          Phone: +54 011 4347 5546
          Home Page: http://www.hipotecario.com.ar
          Contact:
          Miguel K. Kiguel, Chairman


BHN II: Fitch Takes Various Rating Actions on Financial Trusts
--------------------------------------------------------------
Fitch Argentina Calificadora de Riesgo S.A. maintains a
`BBB(arg)+' rating on the following BHN II Financial Trusts, as
revealed by the National Securities Commission of Argentina on
its Web site:

- US$51.4 million worth of "Titulos de Deuda Hipotecarios Clase
A2" classified under "Debt Security;" and

- US$44.55 million worth of "Titulos de Deuda Hipotecarios Clase
A1" classified under "Debt Security."

The maturity dates of these issues were not indicated.

Meanwhile, Fitch assigned a `CCC(arg)' rating to US$6,927,337
worth of BHN II Financial Trust described as "Certificados de
Participacion" and are classified under "Participation
Certificate." The maturity of these bonds was not revealed.

Furthermore, Fitch assigned a `BB(arg)+' rating to US$3,730,000
worth of BHN II Financial Trust described as "Titulos de Deuda
Hipotecarios Clase B" and are classified under "Debt Security."
The maturity of these bonds was not revealed.


BHN III: Fitch Assigns Junk Ratings to Certain Issues
-----------------------------------------------------
Fitch Argentina Calificadora de Riesgo S.A. assigned a `CC(arg)'
rating to US$3.37 million worth of BHN III Financial Trust. The
National Securities Commission of Argentina described the
securities affected as "Serie 1997-2" and classified as
"Participation Certificate."

Simultaneously, Fitch gave a `BB(arg)' rating to two sets of BHN
III Financial Trusts:

- US$82.09 million worth of "Serie 1997-2 Clase A-2" and
classified under "Debt Security"

- US$14.9 million worth of "Serie 1997-2 Clase A-1" and
classified under "Debt Security"

Another set of BHN III Financial Trust worth US$5.06 million
were also given a `B(arg)' rating. These issue is described as
"Serie 1997-2 Clase B" and classified under "Debt Security."

The Argentine securities commission didn't indicate the maturity
dates of all the debt securities mentioned above.


BHN IV: Fitch Issues Various Ratings on Financial Trusts
--------------------------------------------------------
Fitch Argentina Calificadora de Riesgo S.A. assigned ratings to
various BHN IV Financial Trust, according to the National
Securities Commission of Argentina.

- `B(arg)+' rating to US$156 million worth of "Serie AV/AF"
classified under "Debt Security." This issue matured on April
27, 2000.

- `C(arg)' rating to US$14.62 million worth of "Certificado de
Participacion" classified under "Participation Certificate."
Maturity date was not disclosed.

- `CC(arg)' rating to US$24.38 million worth of "Serie B'
classified under "Debt Security." Maturity date was not
disclosed.


GATIC: Activists Demand Bankruptcy Ruling
-----------------------------------------
A group of people showed up last week at Judge Juan Manuel
Gutierrez Cabello's office to demand the bankruptcy of Argentine
troubled textile concern Gatic. Members of the so-called
National Movement of Recovered Companies, MNER, held a
demonstration to call for Gatic's involuntary bankruptcy.

Some employees that took part in the demonstration want Gatic's
creditors to take charge of the payment of their salaries.

Meanwhile, creditor banks would have given green light to the
project through which Gatic aims to solve its crisis and start
repaying debts, that is to say, the rental of some of its plants
to a group of investors headed by Guillermo Gotelli.


MASTELLONE HERMANOS: Extends Debt Offer to April 30
---------------------------------------------------
In a filing with the Buenos Aires stock exchange, Argentine
dairy company Mastellone Hnos. S.A. announced the extension of
its offer to restructure some US$330 million in non-secured debt
from April 2 to April 30.

Mastellone is asking for consent from creditors to subscribe an
out-of-court agreement, or APE, which means that after getting
two-thirds agreement, it can secure legal approval for its APE
that will make the debt restructuring binding for all creditors.

Like many Argentine companies that are indebted in US dollars,
Mastellone's financial profile worsened as a result of a 70%
depreciation of the peso, which sent the cost of servicing
dollar debts soaring, in 2001.

Mastellone is offering two alternatives. The first one is a cash
payment equal to 60% of face value, with a limit of US$76.5
million in face value.

The second alternative is an exchange of non-secured notes for
new secured notes at par value. Two new notes will be offered.
One that has a 7% fixed annual interest rate and expires in
2007. The principal will be cancelled in a sole payment in
2014.  The second bond has a floating interest rate of Libor
+2.5% (5% maximum), is expiring in 2011 and the principal starts
to be repaid in 2007.

The Company will not recognize accrued and unpaid interests.

The debt subject to restructuring is composed by US$225 million
in bonds and some US$100 million in bank debt.


METROGAS: Plays Major Part in Higher BG Operating Profits
---------------------------------------------------------
In its annual earnings report, UK company BG said that the
growth of its Brazilian and Argentine gas distributors Comgas
and Metrogas have contributed in raising the company's
transmission and distribution operating profits 132% in 2003 to
GBP116 million (US$214mn), BNamericas reports. Due to higher
volumes, BG's Argentinian arm Metrogas increased its 2003
operating profit by 500% to GBP18 million (US$34.3mn).

"Operating profits increased in spite of continued economic
difficulties in Argentina and the tariff which Metrogas is able
to charge remaining capped," the statement said. "The number of
residential customers grew steadily and there was increased
demand from all sectors, particularly the industrial, commercial
and VNG segments."

Metrogas, which is 70% owned by the Gas Argentino consortium of
BG and Spain's Repsol-YPF, had 1.9 million customers in Buenos
Aires by the end of 2003. However, the economic recession that
hit Argentina has prompted the company to suspend payments on
its US$440 million debt in March 2002, and Metrogas is
continuing to restructure that debt, the statement said.

Metrogas launched an offer in November 2003 to restructure its
unsecured debt through an out-of-court settlement, known as an
APE by its Spanish acronym. For the restructuring offer to be
approved by the court and thus be binding on all creditors, it
needs the nod of at least 66% of creditors. In order to get this
level of approval, the company has extended the debt-
restructuring offer to April 14.

On the other hand, due to the rising costs of gas and sales
operations, the net profits of BG's Brazilian distributor Comgas
may have fallen 4% to BRL104 million (US$36mn) in 2003 compared
to 107mn reais in 2002, but its volumes increased 17% year-on-
year. This could be attributed to higher volumes transported to
industrial, vehicular natural gas (VNG), residential and
commercial customers, the statement said.

By 2003's end, Comgas, which is 60.1% owned by BG, was serving
approximately 416,000 customers in the Sao Paulo area, up from
378,000 in 2002.

The report said, "There has been a deliberate strategic shift to
develop new commercial and residential customers because demand
for gas from power generators has not developed to the extent
anticipated."

In January 2004, Brazil's power regulator Aneel published its
draft for the Comgas tariff review, which will set the new terms
under which Comgas can sell gas to consumers until 2009. The
review is set to conclude this month.



TEXUL: Files Petition to Reorganize
-----------------------------------
Buenos Aires Court No. 1 is now reviewing a "Concurso
Preventivo" petition filed by Texul S.A. Infobae reports that
Clerk No. 2 assists the court on the case.

CONTACT:  Texul S.A.
          Reconquista 1016
          Buenos Aires


UNIBACK: Court Reviewing Reorganization Petition
------------------------------------------------
Uniback submitted a petition to undergo restructure under court
authority, reports Infobae. Buenos Aires Court No. 26, which is
aided by Clerk No. 52, is still reviewing the said petition.

CONTACT:  Uniback S.A.
          Av Santa Fe 5165
          Buenos Aires


* Argentina To Post Gas Deal Details This Week
----------------------------------------------
A spokesman for Argentina's Planning Ministry said Wednesday the
government will publish in the Official Bulletin within this
week the full details of last Friday's accord with gas
producers, says Dow Jones.

"The process is being formalized and we need one more
signature," said Alfredo Scoccimarro, spokesman for Argentina's
Planning Ministry, which is in charge of the talks. "Monday was
a holiday and the accord was signed late (last) Friday, so as
you can imagine we need some time."

The government has wrapped up the accord April 2 but has since
given no details about it, causing some frustration among
investors. Private sector officials have given basic details of
the agreement but say the government asked them not to discuss
the details.

The essence of the accord, which is part of the government's
efforts to avoid a widespread energy crisis this winter and
encourage higher investment from gas companies that will prevent
problems in future years, is to allow gas rate hikes by an
average 40% for large-scale consumers in return for promises
from producers to satisfy most domestic demand. The gas rate
increase would be the first since a previous government
converted utility rates from dollars to pesos in January 2002
and then froze them.

Three further rises will also be agreed over the next 15 months,
officials say.

The government announced Wednesday that a public hearing, which
is the final important step for the rate rises to take effect
will be held May 6.


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


AMBEV: Senate Wants Interbrew Deal Explanation
----------------------------------------------
The economic affairs committee of the Brazilian Senate has asked
Marcel Telles, a controlling shareholder and co-chairman of
Compania. de Bebidas das Americas (AmBev), to explain his
decision last June to sell US$32 million in AmBev's non-voting
shares that lost a third of their value after Belgian brewer
Interbrew SA's decision to buy the Brazilian giant, reports
Bloomberg.

Mr. Telles, along with other AmBev controlling shareholders
Carlos Alberto Sicupira and billionaire Jorge Paulo Lemann,
agreed to sell their stake to Interbrew for some US$4 billion in
stock. The merger deal, which is valued at US11.2 billion, would
create the world's second-biggest brewery.

Some angry holders of preferred shares complained that the
transaction was structured in such a way that owners of
preferred shares have to accept dilution of their stake while
AmBev's controlling shareholders get a premium for giving up
control of the company to Interbrew.

"What is really offensive about the deal is that preferred
shareholders are being diluted in order to sweeten the deal for
the controlling shareholders," said Jason Hepner of Standard
Life Investments in Edinburgh, one of the holders of preferred
shares.

The committee also voted to invite other officials including the
head of Sao Paulo's stock exchange to testify on the issue as
minority shareholders such as Alliance Capital Management
protest the effect of the Interbrew deal on their shares.

In his petition for a hearing approved by the committee Tuesday,
Senator Demostenes Torres said, "There are constant complaints
about the lack of mechanisms to protect minority shareholders in
Brazil," adding that the criticisms "stain the reputation of the
national market."

Aside from Mr. Telles, Senator Torres also wants Victorio de
Marchi, AmBev's other co-chairman, Raymundo Magliano Filho,
President of the Sao Paulo Stock Exchange, Luiz Cantidiano,
former President of Brazil's securities regulator and Sergio
Rosa, president of Caixa de Previdencia dos Funcionarios do
Banco do Brasil to testify.

Since last month, the preferred shares in AmBev have lost a
third of their value to BRL18.35, or 3.3 percent today to 540.15
today on the Sao Paulo stock exchange. In comparison, AmBev's
filings to the U.S. Securities and Exchange Commission show the
board of directors boosted its holdings of more valuable
ordinary shares in the company in the year before talks with
Interbrew were initiated.

The board composed of Telles, Lemann and Sicupira, among others,
increased combined holdings of voting stock by 119.3 million
shares worth BRL63 million (US$21.7 million) between October
2002 and October last year when the company said it began talks
with Interbrew. Members of the board also reduced holdings of
preferred stock by 249.4 million shares worth BRL147 million
over the same period, according to the SEC filings.

The finance director of AmBev, Felipe Dutra, has said in March
that Mr. Telles sold preferred shares in June last year before
the Interbrew negotiations went underway in October. In a
statement to the Sao Paulo stock exchange, he said Telles sold
preferred stock worth BRL92.9 million (US$32 million) and, as
part of the company's stock plan for executives, reinvested in
AmBev stock using the proceeds.

The company said in a statement that the Antonio and Helena
Foundation, which holds 24% of the voting stock, acquired 119.03
million of the 119.28 million ordinary shares bought by board
members, while the remaining 245,001 shares were acquired by
other people with links to the board. Of the preferred shares
sold, Mr. Telles sold 157.9 million, the Foundation 69.1 million
and other executives 3.2 million, the company added.

Previ, the pension fund for Banco do Brasil workers, has also
said last month that because of the Interbrew deal, the value of
its holdings fell by more than US$200 million.


COPEL: El Paso Set to Appeal Court Ruling
-----------------------------------------
A spokesperson for US energy company El Paso has told BNamericas
that the company will appeal a lower Brazilian court ruling that
says its dispute with Brazilian power company Copel over the
offtake from the Araucaria thermal plant should not be decided
in an international arbitration court in France, but in Brazil.

"We disagree and will appeal - it is not a final and binding
ruling," the spokesperson said. "In Paris we will continue
efforts in the international court."

El Paso, which has a 60% stake in the Araucaria plant, took
Copel to an arbitration court in April 2003 after Copel's
controller, the Paran  state government, suspended BRL450
million (US$154mn) in yearly payments soon after it took office
following elections, anticipating power production in January
2003. The state government considered that the contracts signed
by its predecessors were too expensive.

Copel, for its part, is questioning the US$800 million fine El
Paso wants to charge for breaking the contract and is mulling
other solutions, including the acquisition of El Paso's 60%
stake, Copel CFO Ronald Ravedutti told analysts Tuesday.

"Araucaria is worth the contract that it has with Copel,"
Ravedutti said. "We are now courting each other at a distance
and the sale depends on price and funding."

On April 15, the two parties are expected to hold a scheduling
meeting in Paris, the El Paso spokesperson said.


EMBRATEL: Brazilian Group Submits Enhanced Bid
----------------------------------------------
Calais Participacoes, S.A. enhanced Wednesday its US$550 million
offer to purchase WorldCom Inc.'s (OTC: WCOEQ.PK) interest in
its Brazilian subsidiary, Embratel Participacoes S.A. (NYSE:
EMT) ("Embratel"). Under its enhanced offer, Calais would
guarantee that WorldCom receives a minimum of US$360 million for
the sale of its interest in Embratel -- the same amount being
offered by Telefonos de Mexico, S.A. de C.V. (NYSE: TMX)
("Telmex") to buy Embratel -- in the event that, contrary to
Calais' belief, its acquisition of Embratel does not receive
necessary Brazilian regulatory approval.

"We are eliminating any downside risk to WorldCom by assuring
that WorldCom would receive no less than the US$360 million
offered by Telmex in the worst case, and US$550 million upon
consummation of the sale to Calais," said Otavio Azevedo on
behalf of Calais. "Our offer is clearly higher and better than
the Telmex offer. Now that we have enhanced our offer by
removing the purported regulatory risk, how can WorldCom, its
Board of Directors, its creditors and its advisors forego an
additional US$190 million in cash?," said Azevedo.

On March 25, 2004, Calais offered to purchase 100 percent of the
voting common stock of Embratel held indirectly by WorldCom for
US$550 million. The purchase price offered by Calais is US$190
million (or 52.8%) more than that offered by Telmex pursuant to
its publicly disclosed March 12, 2004 agreement with WorldCom.

Under the "make whole" provision, if the Calais transaction is
not consummated as a result of Calais' inability to obtain
necessary Brazilian regulatory approval, Calais will pay to
WorldCom, as liquidated damages, the loss, if any, equal to the
difference between US$360 million -- the Telmex bid price -- and
the gross sale proceeds received by WorldCom upon consummation
of the sale of its Embratel shares to another buyer.

"The decision to provide this downside protection to WorldCom
was driven by our confidence in the advice of our regulatory
advisors -- who are some of the best known and most highly
respected experts in this field in Brazil -- that Calais' offer
will be approved and that the regulatory concerns raised by
WorldCom are without merit," Mr. Azevedo said.

The "make whole" agreement is subject to, among other things,
the good faith cooperation of WorldCom and Embratel in getting
regulatory approval of the transaction with Calais and, if
necessary, conducting the sale of WorldCom's interest in
Embratel to an alternative purchaser.

Below is a copy of the letter proposal that Calais sent to
WorldCom late Wednesday night.

Calais is owned by Geodex Communications S.A. and three of
Brazil's leading telecom companies: Brasil Telecom S.A. (NYSE:
BTM), Telemar Norte Leste S.A. (NYSE: TNE) and SP
Telecomunicacoes Holding Ltda., a Brazilian unit of Telefonica
(NYSE: TEF).
- - - - -
     CALAIS PARTICIPACOES S.A.
     April 6, 2004

     WorldCom Inc.
     Attn:  Mr. Jonathan Crane

    Dear Mr. Crane:

On March 25, 2004, Calais Participacoes S.A. ("Calais") offered
(the "Original Alternative Proposal") to purchase 100% of the
voting common stock (the "Common Stock") of Embratel
Participacoes S.A. ("Embratel") held indirectly by WorldCom Inc.
("WorldCom") for US$550 million. The price offered by Calais is
US$190 million (or 52.8%) more than that offered by Telefonos de
Mexico, S.A. de C.V. ("Telmex") pursuant to its publicly
disclosed March 12, 2004 agreement with WorldCom. While Calais
has received no formal response to its Proposal, Calais
understands that, notwithstanding strong evidence that it will
receive all necessary Brazilian regulatory approvals for the
transaction, WorldCom remains skeptical that such approvals will
be obtained in a timely manner. Moreover, WorldCom's
representatives have been unwilling to engage in "active
negotiations" or candid discussions with Calais lest they
provide Telmex with a basis to terminate its agreement.

Calais is hereby revising the Original Alternative Proposal to
eliminate any risk to WorldCom if, contrary to our belief, the
transfer of the Common Stock to Calais does not receive
necessary Brazilian regulatory approval. If the Calais
transaction is not consummated on or before July 8, 2005 as a
result of Calais' inability to obtain necessary Brazilian
regulatory approval by such date (under circumstances where the
conditions set forth in Sections 6.01 and 6.02 of the Agreement
annexed to the Original Alternative Proposal have otherwise been
satisfied), Calais will pay to WorldCom, as liquidated damages,
the loss, if any, equal to the difference between US$360 million
and the gross sale proceeds received by WorldCom and its
affiliates upon consummation of the sale of 100% of the Common
Stock to another buyer. This "make whole" agreement is subject
only to the following:

(a) WorldCom uses good faith reasonable business efforts to
sell the Common Stock at fair value (in a private sale, public
sale or public offering), including hiring one or more
investment bankers of international reputation to manage the
sale process;

(b) The sale process is commenced promptly upon the earlier of
(i) written notification from Calais that it is unable to close
the Calais transaction and (ii) July 9, 2005 (the "Notice
Date");

(c) WorldCom enters into a definitive agreement to sell the
Common Stock to another purchaser (other than a purchaser
affiliated with WorldCom) within one year from the Notice Date;

(d) WorldCom does not take any action or permit Embratel to
take any action which would materially impair the value of the
Common Stock to a subsequent purchaser unless in the good faith
business judgment of the Board of Directors of WorldCom such
action is required to fulfill its fiduciary duties to Embratel
and its shareholders; and

(e) WorldCom uses its power as controlling shareholder of
Embratel to cause Embratel to cooperate in good faith with
Calais in seeking regulatory approval of the Calais transaction.
Among other things, WorldCom would cause Embratel's senior
management to cease their opposition to the transaction.

The US$50 million up front deposit contained in the Original
Alternative Proposal would be credited against any amounts owed
under the "make whole" provision set forth in the preceding
paragraph, and would be repaid to Calais to the extent the "make
whole" payment is less than US$50 million or if no "make whole"
amount is payable. Calais is prepared to discuss supporting its
"make whole" payment obligation through a mutually acceptable
arrangement such as an escrow or standby letter of credit.

Except as set forth herein, the terms and conditions of the
Agreement and the related Guarantees included in the Original
Alternative Proposal remain in full force and effect.
Capitalized terms used but not otherwise defined herein shall
have the meanings ascribed to them in the Original Alternative
Proposal.

It is undisputable that Calais' offer is significantly superior
to the Telmex offer from a financial perspective. As revised,
our offer would also eliminate any purported regulatory risk by
ensuring that WorldCom would receive no less than the US$360
million offered by Telmex in the worst case with the probable
upside of an additional US$190 million.

This Proposal is driven by our confidence in the advice of our
regulatory advisors that the purported regulatory concerns are
without merit and by our frustration at the slanted treatment we
have received from the senior management of Embratel. The
Original Alternative Proposal was accompanied by English
translations of six written opinions supporting Calais'
conviction that it will obtain all required regulatory approvals
in Brazil. These opinions were written by some of the best known
and most highly respected experts in this field in Brazil. These
individuals have impeccable reputations in Brazil for both their
expertise and their integrity. Their well-reasoned opinions --
and Calais' repeated offers to meet to fully explain its basis
for believing that regulatory approval will be obtained -- have,
to all appearances, been disregarded.

During the course of the Embratel sale process, Embratel's
senior management has waged a campaign that has unfairly
maligned Calais' offer and has prevented Calais from having a
fair opportunity to participate in the process. Embratel's
management has repeatedly made false and inflammatory public
statements disparaging Calais' offer and otherwise has worked to
sabotage Calais' participation in the process. For example, it
has become accepted lore (repeated by WorldCom creditors) that
ANATEL caused the due diligence process to be halted because it
learned that Calais was one of the prospective bidders and that
ANATEL subsequently barred Calais from further access to the
data room. This understanding, fostered by Embratel, is cited as
evidence that Calais will be unable to obtain regulatory
approval. In fact, ANATEL's expressed concern regarding the data
room procedures applied to all competitors of Embratel,
including Telmex, and ANATEL's subsequent determination to
permit the process to continue stressed that "it is entirely up
to the Concessionaire [Embratel] and its officers" to determine
who would be permitted access and what information they would
receive.

Calais reiterates its request to WorldCom, its advisors and
other interested parties, including representatives of
WorldCom's Creditors Committee, to meet in person with Calais
and its representatives to clarify (i) any and all of the terms
of this revised Proposal, and (ii) the basis for Calais'
confidence that regulatory approval will be obtained. Calais'
regulatory experts are also available to discuss their opinions
and analyses with you.

We urge you and WorldCom's Board of Directors, in the exercise
of its fiduciary duty, to devote immediate attention to this
matter. Given the scheduled April 13, 2004 Bankruptcy Court
hearing, your failure to act immediately would result in the
loss of this compelling opportunity to WorldCom and its
creditors and shareholders.

     We look forward to your response.
     Very truly yours,

     CALAIS PARTICIPACOES S.A.

     By:       /s/ Roberto Lins Affonso da Costa
     Name:     Roberto Lins Affonso da Costa
     Title:    Attorney-in-fact

     cc:  Honorable Arthur J. Gonzalez
          Marcia L. Goldstein, Esq.
          Danny Golden, Esq.
          Mr. Frank A. Savage


UNIBANCO: To Appoint New CEO
----------------------------
As part of its management restructuring efforts, Brazil's third-
largest private financial institution Unibanco (UBB)(UBBR11)
said last week it is set to appoint board president Pedro
Moreira Salles, the son of Unibanco's founder and a member of
the bank's controlling family, as its new chief executive
officer, reports Reuters.

Mr. Salles, who assumed the presidency of Unibanco's board in
1997, will be replacing Joaquim Francisco de Castro Neto and
Fernando Sotelino, who had headed the bank's retail and
wholesale operations.

Unibanco's strategy, according to a source at the bank, are not
likely to change with its latest decision as Salles, who has
been working at the bank since 1989, was already involved in the
bank's day-to-day operations.

"Some might argue that such management changes are indicative of
the controlling shareholder's willingness to stay (or not) in
control and try to draw a thesis on the potential sale of the
company," said UBS bank in a research note. "We would not go
that far, although the change indicates that Mr. Moreira Salles
remains very close to the devising and execution of strategy and
is not moving away from the bank's day to day activities."

In another move, Unibanco also said that effective May 1, Joao
Dionisio Amoedo, a former executive at investment bank BBA,
would become the executive vice president of the wholesale bank.
On the other hand, its retail bank's executive vice presidency
of the retail bank will be taken over by Marcio Schettini, who
headed up Unibanco's consumer finance and credit card
operations.


VISA: Fitch Rates Senior Secured Notes Issuance 'B'
---------------------------------------------------
Fitch Ratings assigned a 'B' senior secured foreign currency
rating to Viacao Itapemirim S.A.'s (VISA) two-year senior
secured note issue due 2006. In February 2004, the company
placed US$19.5 million in senior secured notes and will reopen
the issue up to an additional US$17.5 million, for a maximum of
US$37.0 million. The issue is listed on the Luxembourg Stock
Exchange. The Rating Outlook is Stable.

The assigned rating reflects VISA's position as one of the
leaders in interstate passenger bus transportation in Brazil.
The rating also reflects the high barriers to entry within the
industry, price competitive advantages in relation to
alternative passenger transportation means, satisfactory
regulated tariff revisions and improving credit protection
measures over the 2001-2003 period. Other factors considered
include VISA's exposure to exchange rate risk due to the
generation of local currency denominated revenues in relation to
the company's future debt service primarily in U.S. dollars.

The proceeds from these issuances will be used to refinance
existing short-term obligations at VISA and its operating
subsidiary Transportadora Itapemirim S.A.(TISA), (in the form of
an equity contribution), and for general corporate purposes.

As a result of these issuances, VISA's total debt to EBITDA
ratio should increase to about 2.5x-3.0x and the ratio of EBITDA
to interest expense is expected to decrease to about 1.5x-2.0x.
However, the company will benefit from a lower average cost of
debt.

VISA's revenues are a function of the number of buses operating,
the number of passengers, occupancy rates, and ticket prices.
The company's top 20 operating routes accounted for 48% of its
revenues in 2003, while its top three operating routes (Rio de
Janeiro - Sao Paulo; Sao Paulo - Curitiba; Sao Paulo - Campina
Grande) accounted for 11% of its revenues in 2003. VISA's credit
protection measures have improved during the past few years as a
result of annual regulated tariff adjustments and greater
average occupancy rates of about 60%.

The Itapemirim Group consists of 17 family-owned companies
operating in a broad spectrum of business lines (e.g. cargo,
tourism, granite mining, hotel and food services), with more
than 14,000 employees and consolidated 2003 revenues of
approximately BRL770 million. The Group's primary activity is
the inter-state passenger bus service, with three companies
(VISA, Penha, and Viacao Kaiowa), and a consolidated fleet of
1,900 buses that transport approximately 5 million passengers
annually. This business segment generates approximately 60% of
the group's total revenues.


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


COCA-COLA EMBONOR: Moody's Cuts Ratings Despite Peruvian Sale
-------------------------------------------------------------
Moody's cut the senior unsecured debt and issuer ratings of
Chilean-based bottler Coca-Cola Embonor (Embonor) to Ba1 from
Baa3. The rating outlook is stable.

The rating downgrade came even after the completion of the sale
of the Company's Peruvian operations to J.R. Lindley. According
to Moody's, despite the significant debt repayment completed out
of the proceeds of the sale, Embonor continues to face
challenges in the businesses it is retaining, and that as a
smaller, less diversified company, its importance in the Coca-
Cola system has diminished, making it less likely that it will
be a key consolidator in the Southern Cone markets.

Embonor has been challenged in its markets by difficult
economies and lower priced competition which resulted in volume
and market share loss in 2002 and early 2003. These difficulties
led to extremely weak debt protection measures in 2002 and 2003
with EBIT to interest of less than one times.

Furthermore, despite significant debt repayment, Embonor's 2004
debt protection measures are likely to remain weak for an
investment grade company. Leverage will remain high with
expected debt to EBITDA for 2004 of 4.2 times.

The rating outlook is stable, based on the expectation that
without the loss-making Peruvian operation, the profitability
and cash generation ability of the company should improve over
time, allowing for further debt repayment. Coverage ratios will
improve as a result of the reduction of debt out of the proceeds
of the sale.


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


FIBRATOLIMA: Up For Liquidation
-------------------------------
Colombian textile company Fibratolima is slated to be liquidated
due to the lack of an agreement with its creditors over some
changes in the conditions of its debt restructuring plan under
Colombia's bankruptcy laws, the Portafolio newspaper reports.

However, the operations of Fibratolima, which employs some 1,500
workers, could be reactivated with the possible entry of capital
from fellow Colombian textile firm Fabricato Tejicondor SA.

Superintendente de Sociedades, the government agency in charge
of liquidations, will be naming a liquidator for Fibratolima in
the second week of April.


=============
J A M A I C A
=============


AIR JAMAICA: Resumes Canada Flights
-----------------------------------
For the first time in 14 years, national carrier Air Jamaica is
once again offering daily non-stop flights to Canada, The
Jamaica Observer reports.

Before boarding the first flight to Toronto Monday, Air Jamaica
chairman Gordon Stewart said, "Our expectations are high. So
far, we are off to a fine start and we hope to have two flights
per day," he added.

Air Jamaica's return to Canada was marked with a full flight out
of Kingston Monday with all 188 seats - 12 first-class and 176
economy seats - on the Airbus A321 occupied. The passengers
included Prime Minister P.J. Patterson, who officially removed
the chock from the aircraft's wheels, and other prominent people
in government and business.

Air Jamaica has not flown to Canada since March of 1990 when,
under government ownership, it cut its loss-making service to
Toronto and entered a code share agreement with Air Canada.

Although it has resumed flights, Stewart said the national
airline still maintained its good relationship with Air Canada,
noting that an expanded code share arrangement between the
airlines will see both carriers selling seats on each other's
flights between Toronto-Kingston and Toronto-Montego Bay.
Although Air Jamaica does not fly to Montego Bay, it has seats
on Air Canada flights for passengers going into the second city.

"We have an arrangement with Air Canada so we don't have to be
fighting and killing each other to see how much money 'we can
lose,' which is a typical airline approach and we have also
worked out an arrangement for the Easter holidays," said the
airline chairman.


KAISER ALUMINUM: Signs Agreement with Rual Trade Limited
--------------------------------------------------------
In advance of an auction approved by the U.S. Bankruptcy Court
for the District of Delaware, Kaiser Aluminum has signed a
"stalking horse" agreement to sell its interests in and related
to Alpart, a partnership that owns bauxite mining operations and
an alumina refinery in Jamaica, to Rual Trade Limited, a member
of RUSAL Group, for $215 million.

The auction will be conducted on April 20, with qualifying bids
due by April 15. Kaiser expects the Court to rule on the winning
bid at the regularly scheduled monthly hearing on April 26.

Under Alpart's existing partnership arrangement, Hydro Aluminium
a.s., which currently owns the remaining 35% of Alpart, retains
the right -- for 30 days following Kaiser's receipt of Court
approval of any sale transaction -- to elect to purchase
Kaiser's interests at the price specified in any agreement
approved by the Court.

As previously disclosed, any sale of Kaiser's interest in Alpart
is subject to a number of approvals, including approvals by the
Court and the lenders under Kaiser's Post-Petition Credit
Agreement, as more fully discussed in the company's Form 10-K
for 2003.

Kaiser Aluminum (OTCBB:KLUCQ) is a leading producer of
fabricated aluminum products, alumina, and primary aluminum.


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


INDUSTRIAS UNIDAS: S&P Moves Ratings to CreditWatch Negative
------------------------------------------------------------
Standard & Poor's Ratings Services said Wednesday that it placed
its 'B+' long-term foreign and local currency corporate credit
ratings on Industrias Unidas S.A. de C.V. (IUSA) on CreditWatch
with negative implications. The rating actions reflect the
continued weakness in the company's liquidity.

"IUSA's CreditWatch listing will be resolved upon the completion
of a review of the company's refinancing alternatives," said
Standard & Poor's credit analyst Jose Coballasi.

The ratings assigned to IUSA reflect the company's weak
liquidity, high leverage, and the competitive pressures faced by
its core operations. These factors are partially offset by the
company's leading market positions in Mexico and the U.S. in the
manufacture and distribution of copper and copper-alloy
products, electrical products, and watt-hour meters; and its
export activities.

IUSA is one of Mexico's largest diversified industrial
companies, offering a large variety of products through
integrated manufacturing and distribution operations located
principally in Mexico and the U.S. The company's operations are
conducted by seven principal business groups: copper tubing,
wire and cable, copper alloys, electrical products, watt-hour
meters, valves and controls, and diversified assets.

Analyst:  Jose Coballasi, Mexico City (52) 55-5081-4414



TMM: Reaches Agreement With KCS Over Acquisition Stipulation
------------------------------------------------------------
Grupo TMM, S.A. (TMM) (NYSE: TMM) and Kansas City Southern (KCS)
(NYSE: KSU) have agreed not to move immediately into the next
phase of arbitration, following the March 19, 2004 Interim Award
of the AAA International Center for Dispute Resolution
Arbitration Panel, which found that the Acquisition Agreement
remains in force and is binding on KCS and TMM unless otherwise
terminated according to its terms or by law. Both companies have
reserved the right to proceed with the next phase of arbitration
at any time. In a stipulation signed by TMM and KCS and accepted
by the arbitration panel, the two companies have agreed to
discharge in good faith all of the obligations of the
Acquisition Agreement signed April 20, 2003. KCS has filed a
copy of the stipulation with the SEC as an 8-K filing.

Headquartered in Mexico City, Grupo TMM is a Latin American
multimodal transportation company. Through its branch offices
and network of subsidiary companies, Grupo TMM provides a
dynamic combination of ocean and land transportation services.
Grupo TMM also has a significant interest in TFM, which operates
Mexico's Northeast railway and carries over 40 percent of the
country's rail cargo. Grupo TMM's web site address is
www.grupotmm.com and TFM's web site is www.tfm.com.mx.

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.

CONTACT:   GRUPO TMM COMPANY
           Brad Skinner, Senior Vice President
           Investor Relations
           011-525-55-629-8725 or 203-247-2420
           brad.skinner@tmm.com.mx

           Marco Provencio, Media Relations:
           Proa/StructurA
           011-525-55-629-8708 and 011-525-55-442- 4948
           mp@proa.structura.com.mx

           AT DRESNER CORPORATE SERVICES:
           Kristine Walczak, General Investors
           Analysts and Media
           312-726-3600
           kwalczak@dresnerco.com

           KANSAS CITY SOUTHERN:
           Warren K. Erdman
           In the U.S.
           816-983-1454
           warren.k.erdman@kcsr.com

           In Mexico
           Gabriel Guerra, Media Relations
           011-525-55-273-5359
           gguerra@gcya.net


=======
P E R U
=======


*PERU: To Seek Paris Club Approval On Debt Terms Change
-------------------------------------------------------
Economy Minister Pedro Pablo Kuczynski said Tuesday Peru would
lobby the Paris Club, its biggest creditor, to accept altering
its debt terms so that the government can spread out its
repayment burden and reduce the risk of currency fluctuations,
Reuters reports.

In a news conference, Minister Kuczynski said a proposal was
being worked out for presentation to the Paris Club of 19
permanent creditor nations, which includes Japan, the United
Sates, Britain, France, Germany and Italy. "I think that by
using expert advisers, we could have things at quite an advanced
stage in the next three to four months," he said. However, he
did not specify what Peru would propose to the Paris Club, to
which it owes US$8.659 billion, representing 38% of its $22.768
billion foreign debt. Of its Paris Club debt, US$1.09 billion
falls due in 2005.

Minister Kuczynski said the Paris Club debt is the "most
logical" place to start seeking to ease a looming payments pile-
up. Eighty-one percent of Peru's total foreign debt comes due in
the next decade because of debt restructuring dating from the
late 1990s, and 2012 will be the toughest year, when more than
US$3.5 billion must be repaid.He added that servicing Peru's
debt this year will cost some US$2.2 billion.

Peru could either choose to prepay debt by issuing a longer-term
bond with better conditions such as fixed rates instead of
variable rates; to swap debt for investment or to swap
denominations to guard against currency volatility. Some 57% of
Peru's debt is denominated in dollars, but debt in other
currencies grows if those currencies rise against the dollar.
Sixteen percent of Peru's debt is in yen, 15% in euros and 12%
in other currencies.

According to Deputy Treasury Minister Kurt Burneo, Peru's
foreign debt has risen by US$3.9 billion since 2001 and 50% of
the increase was due to foreign exchange fluctuation. He added
that some 73% of Paris Club debt is at risk of market volatility
because it is denominated in euros and yen, although 83% is at
fixed rates.

Minister Kuczynski expressed optimism, saying that "Most Paris
Club countries have big fiscal deficits, they want to reduce
those deficits and they're willing to see solutions that three
years ago they wouldn't have been willing to accept."

In the case of multilateral organizations - to which Peru owes
US$7.858 billion, interest rate fluctuations are the biggest
risk to Peru since 97% of that debt is at variable rates. Sixty-
seven percent of Peru's multilateral debt is in dollars and the
crunch year is 2006 when US$945 million is due.

Mr. Burneo said that based on a model the ministry worked out, a
prepayment of US$1 billion of Peru's debt would ease servicing
by US$134 million a year on average until 2011.

Mr. Kuczynski said talks with governments and multilateral
agencies on reshuffling the debt were beginning now. "We hope
that by the end of the year we'll have an idea of where we are
... and to have these operations concluded in 2005, hopefully in
the first half," he said.


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


BWIA: Government Extends US$40 Million Capital Boost
----------------------------------------------------
In a news conference, Trade Minister Ken Valley announced
Tuesday the Cabinet of Trinidad and Tobago has agreed to
restructure the balance sheet of troubled airline British West
Indies Airways (BWIA) by pumping in US$30 million to convert
"debt to equity at the airline," with an additional US$10
million infused directly into the cash-strapped carrier, reports
The Trinidad Express.

Minister Valley emphasized that BWIA had been performing well
over the past few months and had been meeting its commitments to
creditors.

Government is also providing a loan facility of EC$17 million to
other Caribbean government shareholders of cash-poor regional
airline Liat as it moves ahead to merge the two struggling
carriers on or before its new July 1 deadline. However, Minister
Valley admitted the airline merger would not be complete by this
date but was optimistic it would happen shortly thereafter.

The new capital infusion may increase the State's shareholding
in the airline. However, this is dependent on whether other BWIA
shareholders are willing to help the airline through its debt-
restructuring exercise.


BWIA: US$40M Government Bail Out Still Unofficial
-------------------------------------------------
The government of Trinidad and Tobago has yet to officially
inform British West Indies Airways (BWIA) of the US$40 million
assistance the Cabinet said it would extend the troubled
carrier, corporate general manager Nelson Tom Yew said
Wednesday, The Trinidad Guardian reports.

Mr. Yew nevertheless expressed optimism in the matter, saying
the airline is "very pleased" Cabinet decided to continue
supporting BWIA. "We have not been contacted officially. I am
happy there has been a positive response from the government,"
he said.

During Tuesday's post-Cabinet press conference Trade Minister
Kenneth Valley announced the State will disburse US$10 directly
to BWIA and $30 million for the conversion of debt to equity. "I
think that the decision is one that is justifiable. It is
something that would assist us greatly in stabilizing the
operations," Mr. Yew said.


                            ***********


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 2004.  All rights reserved.  ISSN 1529-2746.

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