TCRLA_Public/040420.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

             Tuesday, April 20, 2004, Vol. 5, Issue 77



AUTOPISTAS DEL SOL: Court Confirms Debt Restructuring Agreement
BANCO GALICIA: Sets 3rd Debt Offer Extension
BANCO SUQUIA: Bansud Submits Best Bid
BELLSOUTH CORP.: Merrill, Morgan Stanley To Assess TEM Offer
DISCO: Cencosud Insists Bid Good for Argentine Consumers

DI YORIO, BUZIO: Submits Motion to Reorganize
ENRON: To Cut Stake in Gas Distributor
GATIC: Signs Preliminary Agreement With Banco Provincia
INCIEN: Court Approves Creditor's Bankruptcy Petition
KRATOS: Creditor's Bankruptcy Petition Approved

THE COTTON GROUP: Initiates Bankruptcy, Liquidation Likely
*ARGENTINA: Formally Opens Talks With Bondholders


CELG: US$125 Million Capital Expansion, Debt Deal Expected
CEMAR: Aneel Intervention Extended
EMBRATEL: Telemar Chair Confirms Geodex Permanent Calais Member
EMBRATEL: Gets Last-Ditch Calais Offer
USIMINAS: BNDES Considers Acquiring Additional Shares


TELEFONICA CTC: TEM Renews Interest In Unit


EMCALI: Creditors To Vote On Restructuring Proposal


CORPORACION GEO: Road to Profitability Continues
PROVO MEXICO: Parent Names Ventura Martinez Del Rio Sr., CEO


PARMALAT VENEZUELA: To Play Strategic Role In LatAm Ops

   - - - - - - - - - - -


AUTOPISTAS DEL SOL: Court Confirms Debt Restructuring Agreement
The Camara Comercial de la Capital Federal has granted
authorization to the APE (Acuerdo Preventivo Extrajudicial) that
Argentine toll concessionaire Autopistas del Sol SA (Ausol)
reached with holders of 95% of its US$490 million debt. The
Company, in the next 30 days, will start offering three
different options in order to renegotiate the debt: the payment
of interests, the giving of new `Obligaciones Negociables' and
the giving of a part to shareholders.

BANCO GALICIA: Sets 3rd Debt Offer Extension
In a filing to the local stock exchange Friday, Argentina's
largest private bank Banco de Galicia y Buenos Aires SA
(GALI.BA) has postponed for the third time its debt
restructuring offer, as some conditions and components of the
debt swap have yet to be approved by securities regulators, Dow
Jones reports.

Banco Galicia, a unit of financial services company Grupo
Financiero Galicia SA (GGAL), said that instead of April 15, its
creditors now have until April 22 to accept its restructuring
offer on US$1.32 billion of debt. The bank first floated its
offer in December 2003.

The proposed new notes in Banco Galicia's offer still need the
authorization of local securities regulators. These obligations
include dollar-denominated bonds with maturities in 2010, 2014
and 2019, as well as government-issued "Boden" bonds that come
due in 2012. The bank said that authorities also have to approve
a rights issue for current holders of Grupo Galicia's
convertible preferred shares. The rights issue is a necessary
precursor to Banco Galicia's debt swap, since the third
component of the bank's offer is an exchange of old holdings for
Grupo Galicia preferred shares left over after the holding
company's rights issue.

While Argentine bankruptcy law requires out-of-court
restructuring proposals to get a two-thirds agreement rate,
Banco Galicia is seeking 95% creditor approval for its offer. In
its statement, the bank's latest figures show that total
agreement is $1.09 billion, or about 83% of the debt burden.
This may be short of the 95% goal but is a significant increase
over the 71.2% agreement Banco Galicia had secured as of its
previous deadline.

BANCO SUQUIA: Bansud Submits Best Bid
Banco Macro Bansud's offer of ARS288 million to acquire control
of Banco Suquia, the former unit of French financial group
Credit Agricole SA, is the best so far, reports El Clarin.
Other bidders include Sedesa (ARS120 million), Nuevo Banco Santa
Fe (ARS136 million), and Banco Hipotecario (ARS118 million).

Nevertheless, other interested bidders could still top Bansud's
offer as the evaluation committee, in charge of Suquia's bidding
process, has decided to make a second call for receiving better

New prospective bidders may submit their bids until April 26,
says the online newspaper.

BELLSOUTH CORP.: Merrill, Morgan Stanley To Assess TEM Offer
Telefonica Moviles SA chairman Antonio Viana-Baptista said the
company has engaged the services of Merrill Lynch & Co. and
Morgan Stanley to evaluate its US$5.85 billion bid for the Latin
American mobile-phone assets of Bellsouth Corp., Bloomberg

"The acquisition puts Telefonica Moviles in pole position to
capture the significant market-growth potential in Latin
America, as we are the only company now present in all key
markets," Viana-Baptista told shareholders during the company's
annual meeting in Madrid.

When asked by a shareholder whether the purchase was too risky
or might threaten the company's dividend, Mr. Viana-Baptista
said, "I can assure you that the price of the acquisition is
very conservative, and that the impact on earnings per share and
cash flow will be positive from the first year."

Telefonica Moviles is acquiring 10 businesses of its U.S. rival
to boost by about a third its mobile-phone customers in Latin
America. The chairman said the deal will give Telefonica
Moviles, Spain's biggest mobile-phone operator and a unit of
Telefonica SA, access to BellSouth's 10.5 million clients in 10
different countries that have a combined population of 421

DISCO: Cencosud Insists Bid Good for Argentine Consumers
Chilean retail group Cencosud S.A. insists that its plan to buy
Argentine supermarket chain Disco from Dutch giant Royal Ahold
NV (AHO) will be good for Argentine consumers and help the
country's economy, relates Dow Jones. Cencosud's comments came
two days after Argentine businessman Francisco de Narvaez asked
the antitrust authority to block last month's deal, which saw
Cencosud offer US$315 million for Disco.

A press statement from de Narvaez' representatives said he
argued that Cencosud's acquisition of Disco would reduce the
Argentine retail market to a small group of giant players,
eliminating competition and lifting prices.

But Cencosud, in a press statement released late Thursday,
countered de Narvaez' statement, saying: "Far from creating
harm, the purchase of the Disco supermarket chain will create
genuine benefits for consumers, opening up new options for

"Cencosud S.A. is contributing to Argentina's integral economic
development, via the series of investments planned by the group
and the maintenance of the work force and the operations of
Disco in Argentina which has sales of $800 million annually ...
and some 14,000 workers."

Cencosud's statement expressed confidence that Argentina's
antitrust authorities would not bow to heavyweight political
opposition to the accord or to last week's lobbying from Narvaez
to block the deal.

"Cencosud S.A. and its international partners ... ratify their
confidence in the process of analysis required for approval of
the sale of Disco S.A., just as it also (ratifies its confidence
in) the government and especially in the technical criteria that
the National Committee for Defense of Competition apply in this
type of operations," the statement said, referring to the
antitrust body.

DI YORIO, BUZIO: Submits Motion to Reorganize
Di Yorio, Buzio y Asociados SA, which operates in the import and
export business, is seeking to undergo a reorganization process,
according to data revealed by La Nacion on its Web site. The
case is now pending before Judge Villanueva of Buenos Aires
Court No. 23. Dra. Cufari, Clerk No. 46, assists the court on
the case.

CONTACT:  Di Yorio, Buzio y Asociados SA
          Moreno 957, Piso 4 "3"
          Buenos Aires

ENRON: To Cut Stake in Gas Distributor
In a press statement Friday, Argentine natural gas transporter
Transportadora de Gas del Sur (TGS) said indirect subsidiaries
of collapsed U.S. energy giant Enron Corp. (ENRNQ) plan to shed
their collective 50% stake in Compania de Inversiones de Energia
SA (CIESA), the gas transporter's controlling shareholder, Dow
Jones reveals. CIESA is 50% owned by Enron subsidiaries Enron
Pipeline Company Argentina SA and Enron Argentina CIESA Holding
SA, while the other half is being held by Petrobras Energia SA
(PECO.BA) and Petrobras Hispano Argentina SA, two units of
Argentine energy firm Petrobras Energia Participaciones (PZE),
which is in turn owned by Brazilian giant Petroleo Brasileiro

TGS said in the statement that the planned transferring out of
Enron's holdings has two phases. The first part involves Enron's
shifting of 40% of CIESA shares to a trust or "alternative
entity", which has yet to be formed, while Petrobras Energia
Participaciones will be transferring its common shares in TGS to
Enron. The latter holding represents 7.35% of TGS' outstanding
share capital. For the second phase, Enron will transfer its
remaining CIESA holdings to the trust. At the same time, Enron
will also acquire common shares of TGS that represent 4.3% of
TGS' outstanding share capital.

"It is expected that these transactions will contribute to the
divestiture process of the Enron Parties from CIESA and will
provide the flexibility necessary to progress with the
restructuring of CIESA's financial debt," the statement said.

TGS did not give any timeframe for the share transfers, and also
did not define the nature of the trust that will receive Enron's
holdings.  The company's statement, however, clarified that "at
no time will" Petrobras units control more than 50% of CIESA. It
added that under the deal, the Petrobras and Enron units will
agree to drop any claims resulting from their partnership in

The agreement still has to be approved by the Argentine gas
regulator and the U.S. court overseeing Enron's bankruptcy

GATIC: Signs Preliminary Agreement With Banco Provincia
Argentine state-owned bank Banco Provincia, one of the four main
creditors of local textile company Gatic, signed a pre-accord
with Guillermo Gotelli, a businessman that wants to rent five of
Gatic's currently paralyzed plants. The aim of the agreement is
to solve Gatic's ARS54 million debt to the bank.

The accord established that Mr. Gotelli will secure the payment
of 100% of the debt, which is guaranteed by four of the five
plants the businessman wants to rent. Two weeks ago, Mr. Gotelli
had obtained backing from Banco Nacion, another of the big

Mr. Gotelli wants to rent five of Gatic's plants for ten years
in exchange for an annual fee of ARS12 million, money that would
be used by Gatic to cancel debts.

INCIEN: Court Approves Creditor's Bankruptcy Petition
Incien SA, which operates in the metallurgical industry sector,
has been declared bankrupt by Judge Blacksmith of Buenos Aires
Court No. 3, reports online newspaper La Nacion. According to
the source, the court, assisted by Dr. Gutierrez Huertas, Clerk
No. 6, declared the bankruptcy following a petition filed by
Carlos Nicolino, to whom the Company owes US$61,583.97 in debt.

Along with the bankruptcy declaration is the appointment of Mr.
Moises Gorlik as receiver, who will authenticate creditors'
proofs of claim until June 7, 2004. Creditors who fail to have
their claims verified on or before the said date will not
qualify for the payments, which will be made after all of the
Company's assets are liquidated at the end of the process.

          Avenida Juan de Garay 492, Piso 5 "A"
          Buenos Aires

          Moises Gorlik, Receiver
          Avenida Cordoba 850, Piso 7 "M"
          Buenos Aires

KRATOS: Creditor's Bankruptcy Petition Approved
Judge Taillade of Buenos Aires Court No. 20 declared Kratos SA
officially bankrupt, granting a motion filed by Agrosuma SRL
over non-payment of US$29,874.81 in debt, reports La Nacion.
Assisted by Clerk No. 39, Dr. Amaya, the court appointed Mr.
Bernardo Mazer as receiver, who will verify creditors' claims
until July 5.

The bankruptcy case will conclude with the liquidation of the
Company's assets to repay creditors. Results of the verification
process will determine who will be eligible for the repayment
and how much each qualified creditors will get.

          Defensa 840
          Buenos Aires

          Bernardo Mazer, Receiver
          Avenida Corrientes 4434, Piso 8 "24"
          Buenos Aires

THE COTTON GROUP: Initiates Bankruptcy, Liquidation Likely
The Cotton Group SRL will now undergo the bankruptcy process
after Judge Gonzalez of Buenos Aires Court No. 8 declared it
"Quiebra." The bankruptcy declaration grants a petition filed by
Cooperativa de Crdito, Vivienda y Consumo Credicenter Ltda on
non-payment of US$1889.48 in debt.

The court, with assistance from Dr. Lezaeta, Clerk No. 15, named
Mr. Norberto Jose Perrone as receiver. Creditors must have their
claims authenticated by the receiver before July 2. Failure to
do so will mean a disqualification from the repayments, which
will be made following the liquidation of all of the Company

CONTACT:  The Cotton Group SRL
          Uriburu 643
          Buenos Aires

          Norberto Jose Perrone, Receiver
          Constitucion 2894
          Buenos Aires

*ARGENTINA: Formally Opens Talks With Bondholders
In a bid to restructure its defaulted debt burden amounting to
US$100 billion, the Argentine government formally opened talks
with foreign creditors Friday amid a strained atmosphere that
could make the search for a solution to Argentina's record debt
default more complicated, according to an Associated Press
Worldstream report.

The meeting between Argentine negotiators led by Finance
Secretary Guillermo Nielsen and the Global Committee of
Argentine Bondholders, representing creditors from the United
States, Europe and Asia claiming to carry bonds at face value
totaling more than US$37 million was the first time bondholders
and officials have gathered since Argentina's financial blowout
in 2001, when it defaulted on about US$82 billion in bonds and
other obligations. The details of the meeting are yet to be

After months of bitter debate, the government promised the
preliminary meetings as part of a letter of intent Argentina
signed last month with the IMF, which had been applying pressure
on Argentina to begin "meaningful" talks with its creditors.

The Global Committee of Argentine Bondholders has said it hopes
the talks, which came about after Economy Minister Roberto
Lavagna invited some two dozen different foreign and domestic
bondholder groups to attend meetings in Buenos Aires in March
and April, will establish a framework for future negotiations.


CELG: US$125 Million Capital Expansion, Debt Deal Expected
To finance the expansion of its power supply network, Brazilian
power distributor CELG announced Friday it is planning to raise
as much as US$125 million on international markets, much of
which would be invested in several substations in the center-
west state of Goi s where the company operates, according to

A spokesperson for the company, which still has to come up with
a schedule for the loan, said permission for the loan was given
at a shareholders meeting on March 26 and the management is now
initiating contact with banks to obtain the loan.

The investment is part of the company's long-term plans aiming
to attract as much as US$346 million in investment in the state
through 2008.

CELG, which serves 1.65 million clients and 3.7 million users in
a concession area covering 90% of Goi s state, has recently
restructured a BRL1 billion (US$340mn) debt with federal power
holding company Eletrobr s and posted a BRL308 million net
profit in 2003. The company's results have increased its
capacity to raise money in financial markets.

CEMAR: Aneel Intervention Extended
Brazil's power sector regulator Aneel said late Thursday it will
continue to intervene in bankrupt power distributor Companhia
Energetica do Maranhao (Cemar) until May 18, relates Dow Jones.
Aneel's decision follows an injunction granted to a workers'
union in Brazil's northeastern state of Maranhao. The injunction
blocked the takeover of Cemar by its new controller, local group
GP Investimentos, on Thursday. The power sector regulator said
it will appeal the injunction.

Until the judicial matter is resolved, Aneel will not transfer
Cemar's control to GP Investimentos, which managed to win
control of Cemar after rescheduling the utility's debt of about
BRL820 million ($1=BRL2.9).

          Av. Colares Moreira, 477
          65075-441 - Sao Luiz- MA
          PHONE: (98) 217-2119
          FAX: (98) 235-3024

            Avenida Presidente Vargas 409, 13 Andar
            20071-003 Rio de Janeiro Brazil
            Phone: (21) 2514-5151
            Fax: +55-21-2242-2697
            Home Page:
            Cladio da Silva avila, President
            Jose Alexandre Nogueira de Resende, Director of
                                  Financial and Market Relations

            Investor Relations Division
            Phone: (0XX21) 2514-6207 / 2514-6333
            Av. Presidente Vargas, 409 - 9  andar
            20071-003 - Rio de Janeiro - RJ

            Av. Presidente Vargas, 489 -13  andar.
            20071-003- Rio do Janeiro RJ
            Phone: + (55+61) 429 5139
            Fax: +(55+61) 328 1373
            Home Page:
            Mr. Arlindo Soares Castanheira, Investor Relations
            Phone: 55 21 2514.6331
                   55 21 2514.6333
            Fax: 55 21 2242.2694

EMBRATEL: Telemar Chair Confirms Geodex Permanent Calais Member
Local daily Gazeta Mercantil reports that Brazilian company
Geodex is a permanent member of Calais Participacoes SA, the
consortium eyeing Brazil's largest long-distance carrier
Embratel Participacoes SA, contrary to a statement by the
president of Brazilian state bank Banco Nacional de
Desenvolvimento Economicoe Social (BNDES) saying Geodex will be
eased out of the consortium once Embratel is acquired,
BNamericas says.

The Gazeta report quoted the chair of local telco Telemar (NYSE:
TNL), Ot vio Azevedo, who rebutted BNDES president Carlos
Lessa's statement last week that he suspected the incumbents
plan to push Geodex out of the consortium if it wins the bid for
Embratel, that Geodex's control of Calais is just a front to
allow the incumbents to block out a new competitor and retain
their respective monopolies.

Calais has offered Embratel's parent, US telco MCI, US$550mn for
control of the operator, including a US$360mn payment even if
Brazilian antitrust authorities ultimately block the sale.

EMBRATEL: Gets Last-Ditch Calais Offer
With Embratel Participacoes controlling shareholder MCI expected
to emerge from Chapter 11 bankruptcy-court protection this week,
the Calais consortium has come up with a third offer for
Argentina's largest long-distance carrier in a last-ditch effort
to block Embratel's impending sale to Mexican giant Telefonos de
Mexico SA, or Telmex, reports The Wall Street Journal, citing
sources familiar with the matter.

Composed of Tele Norte Leste Participacoes (Telemar), Brasil
Telecom Participacoes and the Brazilian unit of Spain's
Telefonica SA, Calais is now offering US$396 million upon
signing of the deal and US$154 million more once Anatel approves
the agreement, according to the sources. Though the new Calais
offer keeps the final price tag unchanged at US$550 million, it
raised the amount MCI would receive immediately, from the US$360
million it offered two weeks ago.

The Journal sources said MCI officials told Calais over the
weekend they would like the sale to be preapproved by the
Brazilian antitrust body Cade. MCI declined to comment on the
sources' claims.

Calais argued that Cade only reviews transactions after they
close. However, the consortium offered to sign an agreement with
Cade allowing for the reversal of the transaction should the
antitrust body eventually rule against it.

USIMINAS: BNDES Considers Acquiring Additional Shares
With the intention of further consolidating the Brazilian steel
sector, Brazilian state bank Banco Nacional de Desenvolvimento
Economicoe Social (BNDES) has made offers to Rio de Janeiro-
based mining company CVRD (NYSE: RIO) and federal pension fund
manager Previ for their stakes in local flat steelmaker Usiminas
(Bovespa: USIM3), reports BNamericas, citing business daily
Valor Economico. CVRD holds 22.99% of the voting capital and
11.46% of the total capital of Usiminas, whereas Previ holds
14.9% and 8.02%, respectively. Combined, the stakes of CVRD and
Previ have a book value of US$500 million.

Aside from consolidating the steel sector, BNDES also intends to
create a steelmaking giant controlled by local capital.  The
bank is also pursuing an idea that calls for the creation of a
holding company in which every steelmaker would place its assets
in the new company.


TELEFONICA CTC: TEM Renews Interest In Unit
Spain's Telefonica Moviles (NYSE: TEM) is now in talks with
minority shareholders of Chilean telco Telefonica CTC Chile
(NYSE: CTC) for the acquisition of CTC's mobile division
Telefonica Movil, Business News Americas reports, citing local
daily El Diario.

Telefonica Movil, along with CTC, was left out in an US$18-
billion buyout in 2000. CTC minority shareholders had filed
lawsuits claiming that the Spaniards had forced them to sell
CTC's internet unit at a very low price in 1999.

But TEM has renewed interest in gaining full control of
Telefonica Movil as it is buying the Latin American assets of
BellSouth and plans to merge them with its existing operators.

"CTC's minority shareholders will have to be more receptive now
because it would be easier for TEM to manage the merger than for
CTC to try to integrate it all," Brian Chase, telecoms analyst
at local brokerage Celfin, told BNamericas.

TEM's lack of control over Telefonica Movil does not necessarily
damage the BellSouth takeover, but the merged operator would
miss out on synergies and cost savings to be gained from having
regional management, he added.

According to El Diario, Jose Mara Alvarez-Pallete, Telefonica
Latin America region president and CTC vice president, said the
group would hire an investment bank to assess the values of the
operations in Chile. This would happen once TEM has completed
its own due diligence on BellSouth Chile.

After that, the real negotiations would begin with CTC's main
minority shareholders, the Chilean pension funds (AFPs), to seek
their support for the sale of the mobile unit.


EMCALI: Creditors To Vote On Restructuring Proposal
The restructuring agreement proposed by public services
Superservicios for Cali utility Emcali is set to be voted on by
its creditors in a meeting scheduled on May 5, reveals
BNamericas, citing local press reports. A new energy purchase
agreement with thermo generator TermoEmcali will reduce monthly
payments from US$4.5 million to US$1.5 million.

Under the agreement, Colombia will pay US$20 million a year for
the next eight years to repay loans to the Inter-American
Development Bank (IDB) and the Japan Bank for International
Cooperation (JBIC). This will allow the company to use its own
resources for investment purposes.

The reports say that the creditors of Emcali, in which
Supervicios intervened in 2000 after the company's finances
collapsed, have agreed to a grace period from March 2003 to
December 2004, which would save Emcali some COP170 billion in
interest on the total debt of roughly COP1 trillion.

The agreement would also allow Emcali to invest COP2.8 trillion
(US$1.15bn) over the next 20 years, as well as meet its pension
liabilities of COP3 trillion. The municipal government has also
agreed to settle COP245 billion of debts with Emcali, while
employees and pensioners have foregone some COP56 billion pesos
in payments.


CORPORACION GEO: Road to Profitability Continues
Corporacion Geo, S.A. de C.V. (BMV: GEOB; CORPGEO MX, ADR Level
I CUSIP: 21986V204) the largest builder of affordable housing in
the Americas and the leading homebuilder in Mexico published
Friday its preliminary results for the first quarter of 2004.

"Regardless of the general delay by the main Mexican Housing
Institutes at the start of the year, Geo's first quarter 2004
results reaffirm that the Company continues on the path of
profitable and sustainable growth with margins stability. We are
confident that Geo will achieve all of the year-end commitments
we made to the financial markets," stated Miguel Gomez Mont,
Chief Executive Officer.

Summary of Preliminary Results 1Q2004

     Concept                           1Q2004

Units Sold                         6,100 - 6,300
Revenues (in million pesos)       $1,460 - $1,480
Revenues Growth                      11% - 13%
Gross Margin                        26.0% - 26.3%
Operating Margin                    15.0% - 15.2%
EBITDA Margin                       21.7% - 21.9%

Corporacion GEO will release its First Quarter 2004 Earnings
Results on Monday, April 26, after the markets close.


* Revenues increased 27% over 4Q02, and 10% over 3Q03
* Full year revenues increased 37% over 2002
* Positive EBITDA for the 3rd consecutive quarter: 36% growth
  over 3Q03
* 2003 EBITDA at Ps$105.1 million
* Lines in service increased 10% over 4Q02
* Number of customers grew 12% over 4Q02, and 8% over 3Q03


The number of lines in service at the end of 4Q03 increased 10%
to 137,544 lines, from 125,231 lines at the end of 4Q02, and
remained flat when compared to 137,222 lines in service at the
end of 3Q03. Out of the total outstanding lines at the end of
4Q03, 6,850 lines, or 5.0% were from Wholesale customers, which
compares to 4,480 lines, or 3.6% at the end of 4Q02, and 6,920
lines, or 5.0% at the end of 3Q03.

During 4Q03 lines construction was lower by 72% at 1,232 lines,
from 4,414 constructed lines in the same period of 2002; and,
lower by 65% when compared to 3,513 constructed lines during
3Q03. Inventory of constructed lines for sale at the end of the
quarter was 48,484 lines. On a full year basis, lines
construction declined 88% from 76,426 in 2002 to 9,367 in 2003.

During 4Q03, 9,694 new lines were installed, 58% below the
22,983 lines installed during 4Q02. When compared to 3Q03, the
number of installations decreased 17% from 11,650 lines. The
50,185 lines installed during 2003 were 35% lower than the
77,411 installed during 2002.

During 4Q03, the monthly churn rate was 2.4%, higher than the
2.1% monthly average churn during 4Q02. When compared to 3Q03,
churn rate decreased from 2.6%. Voluntary churn in 4Q03 resulted
in the disconnection of 2,273 lines, a rate of 0.6%, lower than
the 0.8% registered in 3Q03 with 3,112 disconnected lines.
Involuntary churn resulted in the disconnection of 7,029 lines,
a rate of 1.8%, which is slightly higher than the 6,875
disconnected lines, or 1.8% during 3Q03.

Churn improved to 2.8% in 2003 when compared to 3.3% in 2002.
Voluntary churn during 2003 resulted in the disconnection of
10,740 lines, a rate of 0.8% lower than the 1.2% registered in
2002 equivalent to 10,936 disconnected lines. Involuntary churn
for 2003 resulted in the disconnection of 29,502 lines, a rate
of 2.0% which compares to 18,015 disconnected lines, or 2.1%
during 2002.

During 4Q03, net additions for Wholesale customers were negative
in 70 lines, which compares to 710 negative net additions during
4Q02 and 900 net additions during 3Q03. Net additions for
wholesale customer during 2003 at 2,370 were 196% higher than
the 1,210 negative net additions during 2002.


Total customers grew 12% to 101,137 at the end of 4Q03, from
89,950 at the end of 4Q02, and 8% when compared to 93,467
customers as of the end of 3Q03.

The growth in number of customers by region was distributed as
(i) in Mexico City customers increased by 8% from 4Q02 and 9%
when compared to 3Q03; (ii) in Puebla customers grew 16% from
4Q02 and 8% when compared to 3Q03; and, (iii) in Queretaro, the
number of customers increased 27% from 4Q02 and decreased 1%
when compared to 3Q03.

The change in the number of customers by category was the

  (i)  business customers decreased by 5% from 4Q02 and were
       flat when compared to 3Q03; and,
  (ii) residential customers increased by 13% from 4Q02 and by
       9% from 3Q03.


In 4Q03 we started a new business line, the lease of
transmission capacity through our fiber optic ring. Revenues for
this new business reached Ps$23.4 million during 4Q03, including
Ps$11.2 of one-time installation charges and Ps$12.2 of
equipment installed to one single customer under a 13 year
service agreement with annual revenues of US$0.154 million. We
are going to report revenues from this business as "lease of
capacity," as part of Data revenues.

Revenues for 4Q03 increased 27% to Ps$212.7 million (including
Ps$23.4 from the lease of capacity), from Ps$168.1 million
reported in 4Q02. Voice revenues for 4Q03 increased 4% to
Ps$157.1 million, from Ps$151.3 million during 4Q02, driven by
an 8% increase in voice lines partially compensated by a 10%
reduction in ARPU. Data revenues for 4Q03 were Ps$6.2 million
and contributed 3% of total revenues; during 4Q02 data revenues
were Ps$3.8 million. Wholesale revenues for 4Q03 were Ps$26.0
million, a 100% increase from Ps$13.0 million in 4Q02.

Revenues for 4Q03 increased 10% to Ps$212.7 million (including
Ps$23.4 from the lease of capacity), from Ps$193.1 million
reported in 3Q03. Voice revenues for 4Q03 decreased 4% to
Ps$157.1 million, from Ps$163.6 million during 3Q03. Data
revenues in 4Q03 increased 6% to Ps$6.2 million, from Ps$5.9
million during 3Q03. During 4Q03, revenues from Wholesale
customers increased 10% to Ps$26.0 million, from Ps$23.7 million
in 3Q03.

On a full year basis, revenues increased 37% to Ps$765.6
million, from Ps$557.3 million reported in 2002. Voice revenues
for 2003 increased 27% to Ps$635.9 million, from Ps$499.8
million in 2002. Data revenues for 2003 increased 111% to
Ps$21.4 million, from Ps$10.1 million in 2002. During 2003
revenues from Wholesale customers increased 79% to Ps$85.0
million, from Ps$47.4 million in 2002.


Cost of Network Operation in 4Q03 was Ps$76.0 million, a 20%
increase when compared to Ps$63.2 million in 4Q02. Over the same
period, outbound traffic grew 49%, showing a sensitive
improvement on a cost per minute basis. The Ps$12.8 million
increase in Cost of Network Operation was generated by:

  (i)  Ps$1.9 million, or 4% increase in network operating
services, mainly driven by higher calling party pays charges as
traffic increased and a higher number of lines in service,
partially compensated by Ps$0.8 million reduction of long
distance reselling cost as a result of lower reselling rates and
better routing of long distance traffic,

(ii) Ps$9.4 million, or 108% increase in technical expenses
basically as a consequence of higher maintenance costs; and,
(iii) Ps$1.5 million or 16% increase installation and
disconnection expenses.

Cost of Network Operation increased 16% quarter-over-quarter
when compared to Ps$65.5 million in 3Q03. While network
operating services increased Ps$0.4 million, or 1%, and
installation expenses and cost of disconnected lines increased
Ps$7.5 million, or 223%, technical expenses increased Ps$2.6
million or 16%. The main drivers of the variation are: Ps$2.0
million higher network maintenance basically as a result of the
maintenance cost of our new fiber optic that we are no longer
capitalizing because now it is under commercial operation;
Ps$1.0 million higher lease of sites and poles; and, Ps$7.5
million higher installation expenses which include installation
expenses related to the new lease of capacity business. When we
compare cost per minute on a traffic-related cost basis, cost
per minute improved as outbound traffic increased 8% while
network operating services increased 1%, however, on a cost per
minute basis, there was no improvement when compared to the
previous quarter, as outbound traffic grew 8% while Cost of
Network Operation increased 16%.

On a full year basis, Cost of Network Operation increased 27%
over 2002 to reach Ps$275.1 million in 2003. While network
operating services increased Ps$46.6 million or 33%, and
installation expenses and cost of disconnected lines decreased
Ps$4.5 million or 15%, technical expenses increased Ps$16.6
million or 38%. On cost per minute basis, there was an
improvement when compared to the previous year, as outbound
traffic grew 65% while Cost of Network Operation increased 27%.

Gross margin improved from 62% in 4Q02 to 64% in 4Q03 and
decreased from 66% in 3Q03. On a full year basis, gross margin
improved from 61% in 2002 to 64% in 2003.


SG&A expenses were Ps$88.2 million in 4Q03, which compares
favorably to Ps$130.6 million in 4Q02. The 32% decrease was
mainly driven by: (i) lower salaries, wages and benefits of
Ps$25.9 million originated by the severance expense recognized
in December 2002 from our restructuring process, (ii) lower
external sales commissions of Ps$6.5 million, (iii) lower
advertising expenses of Ps$5.9 million, (iv) lower leasing and
maintenance costs of Ps$4.0 million, (v) lower bad debt reserve
of Ps$1.6 million; and, (vi) lower general, administrative
expenses and insurance costs of Ps$1.2 million. Lower expenses
were partially offset by higher consulting fees of Ps$2.7

SG&A expenses in 4Q03 decreased 4%, from Ps$92.0 million in
3Q03. This variation was mainly driven by: (i) lower bad debt
provisioning of Ps$7.8 million, (ii) lower general and
administrative expenses, and insurance costs of Ps$3.6 million;
and, (iii) lower external sales commissions of Ps$1.9 million.
Lower expenses were partially offset by: (i) higher salaries,
wages and benefits of Ps$6.6 million, (ii) higher leasing and
maintenance costs of Ps$1.9 million; and, (iii) higher external
advisors and advertising of Ps$1.0 million.

On a full year basis, SG&A expenses decreased 14%, from Ps$445.8
million in 2002 to Ps$385.5 million in 2003. This variation was
mainly driven by: (i) restructuring cost in 2003 of Ps$27.5
million, (ii) lower salaries, wages and benefits of Ps$23.4
million, (iii) lower leases Ps$17.6 million, (iv) lower
advertising of Ps$13.3 million, (v) lower external sales
commissions of Ps$7.1 million; and, (vi) lower general,
administrative expenses and insurance costs of Ps$0.9 million.
Lower expenses were partially offset by: (i) higher bad debt
reserve of Ps$19.5, (ii) higher external advisors fees of Ps$8.0
million; and, (iii) higher maintenance costs of Ps$2.0 million.


EBITDA for 4Q03 was positive Ps$48.5 million, compared to
negative Ps$25.7 million reported in 4Q02, and positive Ps$35.6
million registered in 3Q03.

EBITDA margin improved from negative 15% in 4Q02 to positive 18%
in 3Q03, and to positive 23% in 4Q03.

This is the 3rd consecutive quarter that Maxcom reported
positive EBITDA. Besides improving its EBITDA margin by 5
percentage points, in monetary terms, EBITDA grew 36% on a
quarter over quarter basis. Cumulative EBITDA for the last three
quarters was Ps$109.5 million, and Ps$105.1 million year-to-
date. During 2002 we generated a negative EBITDA of Ps$104.9


Capital Expenditures for 4Q03 were Ps$26.1 million, a 57%
decrease when compared to Ps$60.9 million in 4Q02, and a 3%
decrease when compared to Ps$26.8 million in 3Q03. Full year
Capital Expenditures for 2003 were Ps$116.9 million, 79% lower
when compared to Ps$553.7 million in 2002.


Maxcom's Cash position at the end of 4Q03 was Ps$41.7 million in
Cash and Cash Equivalents, compared to Ps$120.3 million at the
end of 4Q02. Cash and Cash Equivalents at the end of 3Q03 were
Ps$38.3 million.


The provisions of Statement C-15 "Impairment of the Value of
Long-Lived Assets and their disposal", issued by the Mexican
Institute of Public Accountants ("MIPA"), went into effect on
January 1, 2004. That statement establishes general criteria for
the identification and, if applicable, recording of losses from
impairment or decrease of value of long-lived tangible and
intangible assets, including goodwill. Additionally, it defines
concepts such as net sales price and value in use for the
valuation of long-lived assets. We are in the process of
carrying out a study to determine value in use of our long-lived
assets and the amount of any possible impairment.

Maxcom Telecomunicaciones, S.A. de C.V., headquartered in Mexico
City, Mexico, is a facilities-based telecommunications provider
using a "smart-build" approach to deliver last-mile connectivity
to micro, small and medium-sized businesses and residential
customers in the Mexican territory.

Maxcom launched commercial operations in May 1999 and is
currently offering Local, Long Distance and Internet & Data
services in greater metropolitan Mexico City, Puebla and

Financial statements available at:

          Magdalena 211
          Col. del Valle 03100
          Mexico, D.F.
          Telephone: 52 55 5147 1111

PROVO MEXICO: Parent Names Ventura Martinez Del Rio Sr., CEO
Provo International, Inc. (formerly Frontline Communications
Corp., AMEX:FNT) announced that its current Chairman, Ventura
Del Rio Martinez, Sr., has been named Chief Executive Officer as
part of its ongoing plan to focus on retail distribution in
Mexico, and payroll card services in the United States. In
stepping down as CEO and director, Stephen J. Cole-Hatchard will
continue with the company as a consultant.

Provo's network of retail outlets comprises over 20,000 point of
purchase locations throughout Mexico and includes convenience
stores, drug stores, restaurants, lottery stands, newspaper and
magazine stands and other general stores.

About Provo International Inc.

Founded in 1995 as Frontline Communications Corporation, traded
on the American Stock Exchange under the symbol FNT, Provo
International Inc. has two operating divisions, Provo Mexico and
Provo US.

The Provo Mexico division (, acquired in April,
2003, is a Mexican corporation which maintains a dominant
position within the prepaid calling card and cellular phone
airtime markets in Mexico. Provo Mexico and its affiliates have
been in operation for over seven years, and had combined audited
revenue in 2002 of approximately $100 million, with operating
profits of over $800,000. The company currently anticipates
expanding existing Provo Mexico services to the continental
United States, and intends to begin marketing cash cards,
payroll cards and other forms of payroll and money transfer
services, through both the Mexico and US divisions, in the near

The Provo US division is a leading provider of Internet
bandwidth services and award winning Ecommerce, programming and
website development, design and hosting services through its
PlanetMedia group, Provo US plans on
expanding its current services and offerings beyond the
traditional internet sector with the launch of the Provo Paycard
and other payroll disbursement products and services.

CONTACT:  Investor Relations Group
          Tom Caden/Dian Griesel, Ph.D., 212-825-3210


PARMALAT VENEZUELA: To Play Strategic Role In LatAm Ops
The new president of the Venezuelan arm of collapsed Italian
dairy giant Parmalat Finanziaria SA said Friday his unit is
being groomed for a strategic role in trimmed-down Latin
American operations, Reuters relates. Carlos Frau, who replaced
Giovanni Bonici at the helm of Parmalat Venezuela, said the
Venezuelan operation could even export products to other
regional markets where the group was winding up activities.

"Venezuela is seen as a strategic country in the Parmalat group
and in the restructuring plan ... Parmalat Venezuela is not
being sold or restructured," he told a news conference in

As part of its global overhaul, Parmalat has decided to
liquidate its units in countries such as Mexico, Chile,
Argentina and Paraguay, while its Venezuelan, Colombian and
Nicaraguan operations will be maintained. The fate of Parmalat
Brazil, however, remains in question, said Mr. Frau.

Mr. Frau added that Parmalat Venezuela, which has seven
production plants in operation, is being seen by Parmalat's new
court-appointed administrators as a strong operation that
concentrated on the group's core activities -- milk products and
fruit juices. Parmalat Venezuela, which had sales of US$230
million in 2003, successfully weathered a financial crisis in
the first quarter this year and showed good prospects for

"In the crisis in the first three months of the year, the
(local) company produced cash," Mr. Frau said, without giving


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