TCRLA_Public/040525.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, May 25, 2004, Vol. 5, Issue 102

                            Headlines

                            
A R G E N T I N A

AOL LATIN AMERICA: Shareholder's Meeting Announced
CAMPANA SERVICIOS: Liquidates Assets to Pay Creditors
CLISA: Reports Red After Financial Losses, Mounting Costs
DIDIER: Court Makes Liquidation Official
FEDESA: Begins Bankruptcy Process

FIDAL: Court Sets Verification Deadline
GRUPO GALICIA: Loss Mounts, Brighter Results Predicted
HOSPITAL VECINAL: Court Declares Company Bankrupt
MARMOLERIA: Seeks Court Authorization to Reorganize
METROGAS: Re-Extends Debt Offer Deadline

PARKING ARGENTINA: Reports Deadlines Set
PROTENAC: Court Issues Bankruptcy Ruling
SCP: Unit Settles Extended Legal Battle With US Company
TB & M TRENDS BUSINESS: Bankruptcy Starts With Court Order
TRANSPORTE LA MERCED: Debt Repayment Requires Liquidation

TORSBY: Court Deems Bankruptcy Necessary

          
B E R M U D A

GLOBAL CROSSING: Shalov Stone & Bonner LLP Files Suit
GOLD EAGLE: Issues Liquidation Notice to Creditors


B R A Z I L

BRASKEM: Independent Accountants Issue Report on Limited Review
RBS PARTICIPACOES: Ratings Affirmed; Outlook Negative
TELEMAR: Issues New Debt on Local Market


C O S T A   R I C A

RICA FOODS: Enters Trust Amendment Agreement With Lenders


J A M A I C A

C&WJ: Details GSM Mobile Telephone Network Improvements


M E X I C O

CORPORACION DURANGO: Seeks Court Protection Under Mexican Law
EMPRESAS ICA: Slim Reduces Ownership to 13.9%
PEMEX: Needs US$130 Billion to Improve Operations
PEMEX: Urged to Prioritize Debt Reduction

     - - - - - - - - - -

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

AOL LATIN AMERICA: Shareholder's Meeting Announced
--------------------------------------------------

             NOTICE OF ANNUAL MEETING OF STOCKHOLDERS   
                   TO BE HELD ON JUNE 23, 2004
         
TIME:   2:00 p.m.  
PLACE:  The Americas Society
        680 Park Avenue
        New York, New York  
  
   
MATTERS TO BE VOTED ON:   

(1) a proposal to elect Donna J. Hrinak, William H. Luers, M.
Brian Mulroney and Robert S. O'Hara, Jr. as members of our board
of directors to serve for a one-year term (except with respect
to Ms. Hrinak, who would serve a shorter term as noted below),
and until their successors are elected and qualified;  
   
(2) a proposal to ratify our board of directors' selection of
Ernst & Young LLP as our independent auditor for 2004; and  
   
(3) proposals to amend our restated certificate of incorporation
to:  
   
    (A) effect a 1-for-2 reverse stock split of the issued and
        outstanding shares of our common stock;  
   
    (B) effect a 1-for-3 reverse stock split of the issued and
        outstanding shares of our common stock;  
   
    (C) effect a 1-for-5 reverse stock split of the issued and
        outstanding shares of our common stock;  
   
    (D) effect a 1-for-7 reverse stock split of the issued and
        outstanding shares of our common stock;  
   
    (E) effect a 1-for-10 reverse stock split of the issued and
        outstanding shares of our common stock; or  
   
    (F) effect a 1-for-15 reverse stock split of the issued and
        outstanding shares of our common stock.  

If the amendments set forth in proposals 3(A) through 3(F) are
approved as stated above, we will file with the Delaware
Secretary of State a certificate of amendment that will amend
our restated certificate of incorporation as set forth in one of
proposals 3(A) through 3(F), as determined by our board of
directors (or by a committee of our board). Notwithstanding the
approval of these amendments to our restated certificate of
incorporation, our board of directors (or a committee of our
board) may, in its sole discretion, determine not to implement
any reverse stock split and, therefore, abandon all of the
amendments.

We will also discuss and take action on any other business that
is properly brought before the meeting.  
   
RECORD DATE:  You may vote at the meeting if you were a
stockholder of record at the close of business on Wednesday,
April 28, 2004, the record date. If on Wednesday, April 28,
2004, your shares were held of record by a brokerage firm on
your behalf or another similar organization on your behalf, you
may vote at the annual meeting if you obtain a valid proxy card
from them issued in your name.  


CAMPANA SERVICIOS: Liquidates Assets to Pay Creditors
-----------------------------------------------------
Zarate-Campana Court No. 1 declared Campana Servicios S.A.
bankrupt reports Infobae. Mr. Gerardo Gomez, who has been
appointed as Trustee, will verify creditors' claims until June
7, 2004 and then prepare the individual reports based on the
results of the verification process.

The individual reports will be submitted to court on August 2,
2004, followed by the general report on September 15, 2004. The
case will close with the liquidation of the company's assets to
repay creditors.

CONTACT: Mr. Gerardo Gomez, Trustee
         Bolivar 691
         Zarate


CLISA: Reports Red After Financial Losses, Mounting Costs
---------------------------------------------------------
Financial losses and administrative costs pushed Clisa (Compania
Latinoamericana de Infraestructura Servicios) into the red in
the nine-month period ended March 31, 2004, the Argentine
infrastructure and public services holding said. Citing Clisa's
statement to the country's securities regulator (CNV), Business
News Americas reports that the Company posted a net loss of
ARS1.17 million (US$408,000) during the said period, against a
net profit of ARS208 million in the same period a year ago.

For the period, operating losses closed at ARS2.79 million
against an operating profit of ARS442,000 in the previous
period. Sales increased 11.5% to ARS269 million pesos, the
statement revealed.

Clisa has four operating divisions: mass transportation
management (Metrovias); waste management (environmental
engineering); construction (Benito Roggio e Hijos); and toll-
road management. It has operations in Bolivia, Brazil, Chile,
Ecuador, Mexico, Paraguay and Uruguay.


DIDIER: Court Makes Liquidation Official
----------------------------------------
Buenos Aires Court No. 3 ordered the liquidation of Didier
S.R.L. after the Company defaulted on its obligations, Infobae
reveals. The liquidation pronouncement will effectively place
the Company's affairs as well as its assets under the control of
Mr. Oscar Luis Serventich, the court-appointed trustee.

Mr. Serventich will verify creditors' proofs of claims until
July 2, 2004. The verified claims will serve as basis for the
individual reports to be submitted in court on August 31, 2004.
The submission of the general report follows on October 13,
2004.

Clerk No. 5 assists the court on this case, which will end with
the disposal of the company's assets in favor of its creditors.

CONTACT: Mr. Oscar Luis Serventich, Trustee
         Piedras 1319
         Buenos Aires


FEDESA: Begins Bankruptcy Process
---------------------------------
Judge Fernandez of Buenos Aires Court No. 19 declared the
bankruptcy of Fedesa S.R.L. after the Company defaulted on a
US$12,315.00 liability to ACDI Capif Asociacion Civil
Recaudadora.

The court assigned Mr. Eduardo Aguinaga to serve as Trustee
during the liquidation proceedings. He will be reviewing
creditors proofs of claim until July 6, 2004. Clerk No. 38, Dr.
Johnson, assists the court on this case.

CONTACT: Fedesa S.R.L.
         Avenida Callao 1082
         Buenos Aires

         Mr. Eduardo Aguinaga, Trustee
         Pergamino 331
         Buenos Aires


FIDAL: Court Sets Verification Deadline
---------------------------------------
Buenos Aires Court No. 7, with the assistance of Clerk No. 13,
ordered the liquidation of Fidal S.A. following the Company's
failure to pay its liabilities.

Infobae states that Mr. Gabriel Eduardo Bigal will serve as
Trustee during the bankruptcy process, which will begin with the
validation of creditors' claims. The verification is ongoing
until September 1, 2004.

CONTACT: Mr. Gabriel Eduardo Bigal, Trustee
         Reconquista 1011
         Buenos Aires

          
GRUPO GALICIA: Loss Mounts, Brighter Results Predicted
------------------------------------------------------
Sergio Grinenco, vice chairman of Grupo Financiero Galicia, said
that the Argentine financial group is banking on the evolution
of the local loan market this year to breakeven, relates
Business News Americas. In the first quarter of the year, GF
Galicia saw its net loss increase to ARS112 million (US$38.2
million) from losses of ARS21.8 million in the previous three
months.

Grinenco said that even if lending is gradually returning in
Argentina, loan volumes are still very low and have not
permitted its interest revenue to offset the extraordinary
losses, which is necessary to return to black.

Excluding the extraordinary items, the group's operating loss
was only ARS3.9 million in the first quarter.

CONTACT:  GRUPO FINANCIERO GALICIA SA
          2nd Floor
          No 456 Tte Gral Juan D Peron
          Buenos Aires
          Argentina 1038
          Phone: +54 11 4343 7528/9475
          Home Page: http://www.gfgsa.com
          Contact:
          Atty. Abel Ayerza, Chairman


HOSPITAL VECINAL: Court Declares Company Bankrupt
-------------------------------------------------
Lomas de Zamora Court No. 7 declared local company Hospital
Vecinal Llavallol (Asociacion sin Fines de Lucro) bankrupt,
reports Infobae. The Company was undergoing reorganization when
the ruling was issued.

The trustee, Ms. Ema Luisa Boelter, will verify claims "por via
incidental", as the court ordered. The receiver will also be
responsible for the individual and general reports.

CONTACT: Hospital Vecinal Llavallol
         Doyhebnard 296 Llavallol
         Pdo. de Lomas de Zamora

         Mr. Ema Luisa Boelter, Trustee
         Casillero 6858 de la Sala de Profesionales del Calz
         Calle Larroque y Pte. Peron
         Lomas de Zamora


MARMOLERIA: Seeks Court Authorization to Reorganize
---------------------------------------------------
Marmoleria Sierra Chica S.A., a Buenos Aires-based company
engaged in the sale of marble, requested for a reorganization
after failing to pay its liabilities since December, 18, 2003.

The reorganization petition, once approved by the court, will
allow the Company to negotiate a settlement with its creditors
in order to avoid a straight liquidation.

Argentine daily La Nacion reports that the case is pending
before Judge Bavastro Modet of Court No. 17. Dr. Trevino
Figueroa, Clerk No. 33, assists on this case.

CONTACT: Marmoleria Sierra Chica S.A.
         Sanchez de Bustamante 1758
         Buenos Aires


METROGAS: Re-Extends Debt Offer Deadline
----------------------------------------
Argentine natural gas distributor Metrogas SA extended to July 1
its offer to restructure US$440 million in debt, reports
Business News Americas. The Company launched its offer on
November 7 and has extended the deadline on numerous occasions,
since it has been unable to reach the necessary backing to
subscribe an out-of-court agreement.

As of its previous deadline, May 20, creditors representing
about US$109 million, or 24.7% of the total debt, had signed on
to the proposal. Business News Americas previously reported that
Metrogas CFO Pablo Boselli said the Company is negotiating with
some banks holding about 50%, or US$220 million, of the debt.

The offer applies to holders of US$100 million in series A
debentures due 2003, EUR110 million in series B debentures due
2002, US$130 million in series C debentures due 2004 and bank
debt totaling US$70 million, of which about US$20 million is in
Argentine pesos and the rest is in US dollars.

Spain's Repsol-YPF SA (REP) and the U.K.'s BG Group PLC (BRG)
control 70% of Metrogas.

CONTACT:  METROGAS, S.A.
          Gregorio Araoz de Lamadrid 1360
          Buenos Aires
          Argentina
          CPA C 1267
          Phone: +54 11 4309 1010
          Fax:  +54 11 4309 1025
          Home Page; http://www.metrogas.com.ar
          Contact:
          William Harvey Alvarez, President


PARKING ARGENTINA: Reports Deadlines Set
----------------------------------------
Mr. Francisco Jose Granja, the Trustee assigned to supervise the
liquidation of Parking Argentina S.A., will submit on August 17,
2004 the validated individual claims for court approval. These
reports explain the basis for the accepted and rejected claims.
Mr. Granja will also submit a general report on September 28,
2004.

Infobae recalls that Buenos Aires Court No. 2 is handling this
particular case with assistance from Clerk No. 4.

CONTACT: Mr. Francisco Jose Granja, Trustee
         Parana 467
         Buenos Aires


PROTENAC: Court Issues Bankruptcy Ruling
----------------------------------------
Protenac S.A. will now enter bankruptcy after Buenos Aires Court
No. 10 declared it "Quiebra," reports Infobae. With assistance
from Clerk No. 19, the court named Ms. Monica Patricia Jodor as
receiver. He will verify creditors' claims until July 12, 2004.

Following claims verification, the receiver will submit the
individual reports, which were prepared based on the
verification results, to the court on September 6, 2004. The
general report is due for submission on October 18, 2004.

The Company's bankruptcy case will close with the liquidation of
its assets to pay its creditors.

CONTACT:  Ms. Monica Patricia Jodor, Trustee
          Gregorio de Laferrere 3767
          Buenos Aires



SCP: Unit Settles Extended Legal Battle With US Company
-------------------------------------------------------
Argentine holding company Sociedad Comercial del Plata revealed
that its energy unit, Compania General de Combustibles (CGC),
settled a 6-year-old legal dispute with U.S.-based Reef
Exploration Inc. In the agreement signed Thursday, both parties
will drop all legal actions in Argentine and U.S. courts and CGC
will pay Reef Exploration US$175 million. That means Reef
Exploration will withdraw its objection to CGC's debt
restructuring, removing the only appeal to the debt offer.

SCP is going through its own bankruptcy procedure and debt
restructuring. It faces three objections to its debt offer,
which calls for an 80% reduction on about US$110 million of
debt. That case is waiting to be heard in a higher commercial
court.

CGC's legal troubles, along with debt problems amid Argentina's
economic downturn, had prompted both SCP and CGC to file for
Chapter 11 bankruptcy in 2000. SCP owns 19% of CGC after it sold
its majority stake to private equity fund Southern Cross last
year.

Established in 1927, SCP is a diversified industrial holding
company mainly involved with public services, construction and
engineering. Owner of the fastest growing oil company in
Argentina, both in upstream and downstream activities it also
holds a dominant market position in growing public services
managed by international operators. Recent unique real state
developments provide a new source for additional growth in
earnings.

CONTACT: Sociedad Comercial del Plata
         Av. Davila 350
         Buenos Aires, Argentina
         Phone: 54 1 310-0490
         Fax: 54 1 310-0493


TB & M TRENDS BUSINESS: Bankruptcy Starts With Court Order
----------------------------------------------------------
Buenos Aires-based TB & M Trends Business & Marketing S.A. was
declared bankrupt by Buenos Aires Court No. 22 after the Company
defaulted on its debt payments. Infobae reports that the
liquidation process will proceed under the supervision of Mr.
Julio Jorge Surenian, court-appointed Trustee. Mr. Surenian will
receive creditors' proofs of claims for verification until July
13, 2004.

The verified claims will form the basis of the individual
reports, which the court requires for submission on September 7,
2004. A general report regarding the status of the bankruptcy
will be presented on October 19, 2004.

Clerk No. 44 assists the court on the case.

CONTACT: Mr. Julio Jorge Surenian, Trustee
         Tucuman 1657
         Buenos Aires


TRANSPORTE LA MERCED: Debt Repayment Requires Liquidation
---------------------------------------------------------
Villa Mercedes-based Transporte La Merced S.R.L. will begin
liquidating its assets following the pronouncement of the city's
Court No. 1 that the Company is bankrupt. The bankruptcy ruling
places the Company under the supervision of court-appointed
trustee, Mr. Luis Alberto Costamagna. The trustee will verify
creditors' proofs of claim until June 29, 2004. The validated
claims will be presented in court as individual reports on
August 26, 2004.

Mr. Costamagna will also submit a general report, containing a
summary of the company's financial status as well as relevant
events pertaining to the bankruptcy, on October 7, 2004.

The bankruptcy process will end with the disposal company assets
in favor of its creditors.

CONTACT: Transporte La Merced S.R.L.
         25 de Mayo 2125
         Villa Mercedes
         San Luis

         Mr. Luis Alberto Costamagna, Trustee
         Pringles 125
         Villa Mercedes
         San Luis


TORSBY: Court Deems Bankruptcy Necessary
----------------------------------------
Torsby S.A. de Servicios, which was undergoing reorganization,
entered bankruptcy on orders from Buenos Aires Court No. 23.
Infobae relates that the court, which is assisted by Clerk No.
46, appointed Estudio Franqueiro & Asociados, as Trustees on the
case. The Trustees will conduct the credit verification process
in the ordinary course of the court-authorized reorganization.

CONTACT: Torsby S.A. de Servicios
         Maipu 42
         Buenos Aires

         Estudio Franqueiro & Asociados, Trustees
         Avenida Corrientes 534
         Buenos Aires


          
=============
B E R M U D A
=============

GLOBAL CROSSING: Shalov Stone & Bonner LLP Files Suit
-----------------------------------------------------
Shalov Stone & Bonner LLP commenced a securities fraud class
action lawsuit on May 3, 2004, in the United States District
Court for the District of New Jersey, on behalf of purchasers of
the securities of Global Crossing Ltd. (NASDAQ:GLBC;
NASDAQ:GLBCE) between December 24, 2003 and April 26, 2004,
inclusive.

The complaint alleges that the defendants committed securities
fraud in violation of sections 10(b) and 20(a) of the Securities
Exchange Act of 1934, and Rule 10b-5 thereunder, by issuing a
series of material misrepresentations to the market during the
period. from December 24, 2003 through April 26, 2004. The
complaint alleges that the defendants knew or recklessly
disregarded that: (i) Global Crossing lacked adequate internal
accounting controls, (ii) Global Crossing's costs of access were
materially understated in Global Crossing's financial
statements, and, as a result, (iii) Global Crossing's reported
earnings were artificially inflated, causing investors to suffer
damages.

CONTACT:  SHALOV STONE & BONNER LLP
          Jennifer A. Sullivan, Esq.
          485 Seventh Ave., Suite 1000
          New York, NY 10018
          (212) 239-4340
          jsullivan@lawssb.com


GOLD EAGLE: Issues Liquidation Notice to Creditors
--------------------------------------------------
            IN THE MATTER OF THE
            COMPANIES ACT, 1981

            AND IN THE MATTER OF

             GOLD EAGLE CAPITAL
               2001 LIMITED

             IN LIQUIDATION

      IN CREDITORS' VOLUNTARY LIQUIDATION

NOTICE IS HEREBY GIVEN that the creditors of the above named
Company, which is being voluntarily wound up, are required on or
before 31 May 2004, to send their full Christian and Surnames,
their addresses and descriptions, full particulars of their
debts or claims, and the names and addresses of their solicitors
(if any) to the undersigned, at PricewaterhouseCoopers, PO Box
HM 1171, Hamilton, HM Ex, Bermuda, being the Joint Liquidator of
the said Company, and if so required by notice in writing from
the said Joint Liquidators are personally, or by their
solicitors, to come in and prove their debts or claims at such
time and place as shall be specified in such notice, or in
default thereof they will be excluded from the benefit of any
distribution made before such debts are proved.

NIGEL J S CHATTERJEE Joint Liquidator

4 May 2004



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

BRASKEM: Independent Accountants Issue Report on Limited Review
---------------------------------------------------------------
To the Board of Directors and Shareholders Braskem S.A.

1) We have carried out limited reviews of the Quarterly
Information (ITR) of Braskem S.A. for the quarters ended March
31, 2004 and 2003. This information is the responsibility of the
Company's management. The limited reviews of the quarterly
information at March 31, 2004 and 2003 of Politeno Industria e
Comercio S.A. (jointly-controlled entity) and of Petroflex
Industria e Comercio S.A. (associated company), which are
recorded under the equity method, were conducted by other
independent accountants. Our reviews, insofar as they relate to
the amounts of these investments at March 31, 2004 and December
31, 2003, in the amounts of R$ 192,121 thousand and R$ 179,705
thousand, respectively, and the profits generated by them for
the quarters ended March 31, 2004 and 2003, in the amounts of R$
12,415 thousand and R$ 15,219 thousand, respectively, are based
solely on the opinions of the other independent accountants.

2) Our reviews were carried out in conformity with specific
standards established by the Institute of Independent Auditors
of Brazil (IBRACON), in conjunction with the Federal Accounting
Council (CFC), and mainly comprised:

   (a) inquiries of and discussions with management responsible
       for the accounting, financial and operating areas of the
       Company with regard to the main criteria adopted for the
       preparation of the quarterly information and

   (b) a review of the significant information and of the
       subsequent events which have, or could have, significant
       effects on the Company's financial position and
       operations.

3) Based on our limited reviews and on the reports on limited
reviews of the quarterly information issued by other independent
accountants, we are not aware of any material modifications that
should be made to the quarterly information referred to above in
order that such information be stated in conformity with the
accounting practices adopted in Brazil applicable to the
preparation of quarterly information, consistent with the
Brazilian Securities Commission (CVM) regulations.

4) The Quarterly Information (ITR) also includes accounting
information for the quarter ended December 31, 2003. We audited
such information at the time it was prepared, in connection with
the audit of the financial statements as of and for the year
then ended, on which we issued an unqualified opinion dated
February 6, 2004, with paragraphs emphasizing the issues
mentioned below.

5) As described in Note 16(c) to the quarterly information, a
rescissory action was filed against the Company and certain
subsidiaries, seeking to overturn a final court judgment which
exempted them from paying the social contribution on net income,
enacted by Law 7689/88. The outcome of this matter cannot
presently be determined. In addition, as described in Note 19,
the Company and its subsidiaries are parties to other judicial
and administrative processes of a tax, civil and labor nature,
including the lawsuit regarding the validity of Clause 4 of the
Collective Labor Agreement of SINDIQUIMICA. Management does not
expect significant losses from these disputes in excess of the
amounts already provided. The quarterly information of the
Company does not include a provision for losses from eventual
unfavorable outcomes to the social contribution rescissory
action and the Clause 4 lawsuit.

6) The Company belongs to a group of companies comprising the
Braskem group and carries out financial and commercial
transactions, in significant amounts, with its subsidiaries and
other group companies, under the conditions described in Note 8
to the quarterly information.

7) As described in Note 1(d) to the quarterly information, at
March 31, 2004, the Company recorded an excess of liabilities
over assets in the amount of R$ 1,502,115 thousand (in
consolidated, the net working capital is positive in the amount
of R$ 259,587 thousand). The plans and actions being taken by
management and the shareholders, in order to give the Company a
proper capital structure, are described in Note 1(d).

8) As described in Note 1(b) to the quarterly information, the
Company is involved in a broad business and corporate
restructuring process, as part of the overall restructuring of
the Brazilian petrochemical industry, intended to give the
industry a more adequate capital structure, greater
profitability, competitiveness and economies of scale. The
Company is being, and will continue to be, affected by economic
and/or corporate changes resulting from this process, the
outcome of which will determine how the operations of the
Company will be developed, including the management of total
liabilities and current and long-term assets. Furthermore, as a
result of this process and the matters described in Note 2, the
comparability between the quarterly information of Braskem S.A.
as of March 31, 2004 and the financial statements for the year
ended December 31, 2003 has been impacted.

9) As described in Notes 10, 11 and 12 to the quarterly
information, the Company recognized goodwill on the acquisition
of investments based on the surplus of market over recorded
values of property, plant and equipment and the expected future
profitability of the investees. These goodwill balances are
being amortized in accordance with the period of return defined
in the independent valuation reports and the financial
projections prepared by management. The maintenance of these
goodwill balances, and the current amortization criteria in the
financial statements of future years, will depend upon the
realization of the projections of cash flows and income and
expenses used by the valuers in determining the surplus, and the
future profitability of the investees.

10) Our reviews were conducted for the purpose of issuing a
report letter on the limited reviews of quarterly information,
referred to in the first paragraph, taken as a whole. The
statement of cash flows is presented in the quarterly
information for purposes of additional analysis and is not a
required part of the quarterly information. This information has
been subjected to the auditing procedures described in paragraph
2 and we are not aware of any material modifications that should
be made to this statement in order that such information be
fairly presented in all material respects in relation to the
quarterly information taken as a whole.

Salvador, April 27, 2004

PricewaterhouseCoopers
Auditores Independentes
CRC 2SP000160/O-5 "F" BA

Marco Aurelio de Castro e Melo
Contador CRC 1SP153070/O-3 "S" BA


RBS PARTICIPACOES: Ratings Affirmed; Outlook Negative
-----------------------------------------------------
Standard & Poor's Ratings Services affirmed Friday its 'B-'
local and foreign currency corporate credit ratings on RBS
Participacoes S.A. The rating on the company's $125 million
medium-term notes (MTNs) due 2007 was also affirmed at 'B-'. The
outlook remains negative.

"The ratings action reflects RBS' still inadequate capital
structure, presenting a high debt burden if compared to the
company's expected capacity to generate cash flows, relatively
limited financial flexibility, and operations strongly dependent
on the volatile advertising market," said Standard & Poor's
credit analyst Jean-Pierre Cote Gil. "These negatives are
partially offset by the group's dominant share of audience and
advertising in its service area, a good quality programming and
the distribution of TV Globo's high quality content, the
expected savings stemming from RBS' recently implemented cost
and expenses rationalization plan, and its good track record of
financial support from shareholders."

Brazil-based RBS Participacoes is part of the RBS Group (RBS),
which operates in television and radio broadcasting, newspaper
publishing, and other media businesses in the southern states of
the country. Total gross debt for the combined RBS entities as
of April 2004 was $178 million.

The negative outlook on the ratings takes into account Standard
& Poor's concerns about the challenges RBS will face in
consistently maintaining solid business results under a volatile
and still-adverse market environment, along with the long-term
refinancing risk represented by RBS Participacoes' $125 million
MTNs' maturity in 2007. The ratings could be lowered if RBS
comes closer to the MTNs' maturity date with no clear
refinancing strategy in place.

A change in the outlook to stable would depend on the
consolidation of RBS' current business achievements, coupled
with the maintenance of a positive (or at least stable) trend
for the advertising market, to be confirmed in the consolidated
results for first-semester 2004. In turn, a positive outlook or
an upgrade would depend on RBS finding alternatives to reduce
the refinancing risk imposed by its MTNs' maturity in 2007.

ANALYSTS:  Milena Zaniboni, Sao Paulo (55) 11-5501-8945
           Jean-Pierre Cote Gil, Sao Paulo (55) 11-5501-8946  


TELEMAR: Issues New Debt on Local Market
----------------------------------------
For the second time this year, Brazilian holding company Telemar
Participacoes SA, issued debt on the local market, reports Dow
Jones Newswires. The unlisted company, which controls the
interests of Brazil's biggest telecom group, said Friday it
raised BRL150 million in debt that would mature in March 2007.

According to Telemar, the yield would pay a little more than the
rate of floating-rate debt, which provides a return that's about
half the key lending rate of 16.00%. Telemar said it would issue
15,000 non-convertible debentures at a value of BRL10,000 each.

No reason was given as to why the company was raising the money.
In January, Telemar also sold BRL250 million in debt.

CONTACT:  TNE - INVESTOR RELATIONS GLOBAL CONSULTING GROUP
          Roberto Terziani
          (terziani@telemar.com.br)
          55 21 3131 1208

          Kevin Kirkeby
          (kkirkeby@hfgcg.com)

          Carlos Lacerda
          (carlosl@telemar.com.br)
          55 21 3131 1314
          Fax: 55 21 3131 1155
               1 646 284 9494
          Tel: 1-646-284-9416;

Website: www.telemar.com.br/ir



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C O S T A   R I C A
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RICA FOODS: Enters Trust Amendment Agreement With Lenders
---------------------------------------------------------
Rica Foods, Inc. (Amex: RCF) announced Friday that as of May 21,
2004, the Company entered into an amendment (the 'Trust
Agreement Amendment') to the Trust Agreement (defined below)
with certain of its lenders in connection with the Company's
debt restructuring. On September 22, 2003, certain wholly-owned
subsidiaries of the Company (the 'Subsidiaries') entered into a
trust agreement (the 'Trust Agreement'), governed under Costa
Rican law, pursuant to which they established an irrevocable
ten-year trust (the 'Trust') to guarantee any outstanding
indebtedness owed to certain lenders (the 'Principal
Beneficiaries').

In consideration for the establishment of the Trust, the
Principal Beneficiaries agreed to waive any and all defaults,
excluding defaults resulting from the failure to pay interest as
due, that the Subsidiaries have committed or may have committed
prior to March 22, 2004 (the 'Amnesty Period') with respect to
outstanding indebtedness owed to the Principal Beneficiaries.
Accordingly, the Subsidiaries were relieved of any obligation to
make principal payments to the Principal Beneficiaries until the
end of the Amnesty Period. The Subsidiaries were still required
to pay interest to the Principal Beneficiaries in accordance
with the terms of an agreed upon schedule. After the end of the
Amnesty Period, the Subsidiaries were required to resume the
payment of principal.

Pursuant to the Trust Agreement, the Subsidiaries transferred
all of their real and personal assets, including forty parcels
of land, to the Trust (the 'Trust Assets'). Under the terms of
the Trust Agreement, the value of the Trust Assets would be
deemed, for purposes of the Trust, to be worth 70% of their
appraised value, and would, at all times, have to be equal to a
certain percentage of the indebtedness secured by the Trust.

As of May 21, all appraisals have been completed. The Company
believes the Trust Assets have an appraised value sufficient to
collateralize the indebtedness of the Principal Beneficiaries in
accordance with the terms of the Trust Agreement and may be
sufficient to collateralize additional loans in accordance with
the terms of the Trust Agreement.

The Trust Agreement further provided that if the Subsidiaries
failed to, among other things, make any principal or interest
payment to any of the Principal Beneficiaries when due or became
insolvent, the Subsidiaries would be in breach of the Trust
Agreement (a 'Breach'). Upon the Trustee's notification to the
Subsidiaries of a Breach, the Subsidiaries would have fifteen
days to cure such Breach (the 'Cure Period'). If the
Subsidiaries failed to cure the Breach within the Cure Period,
the Trust Agreement required the Trustee to sell the Trust
Assets and use the proceeds of such sale to repay to the
Principal Beneficiaries all outstanding indebtedness due and
owed to them by the Subsidiaries. Any proceeds remaining after
repayment is made in full to all of the Principal Beneficiaries
will be returned to the Subsidiaries. In the event of such sale,
the Trust would terminate in accordance with the terms of the
Trust Agreement.

The Trust Agreement also contemplated that additional Principal
Beneficiaries could sign and become subject to the terms of the
Trust Agreement on the condition that the value of the Trust
Assets continued to be equal to a certain percentage of the
indebtedness secured by the Trust.

Since the establishment of the Trust on September 23, 2003, the
Company has satisfied its debt obligations to nine Principal
Beneficiaries under the Trust Agreement. As of May 21, the Trust
has only five Principal Beneficiaries remaining (Banco Interfin,
S.A. ('Interfin'); Banco de Costa Rica; Banco Credito Agricola
de Cartago ('Agricola'); and Banco Internacional de Costa Rica
S.A. ('BICSA').

The Trust Agreement Amendment modifies the Trust to reflect the
above-described change in Principal Beneficiaries and eliminates
any distinction in the Trust between Principal Beneficiaries and
Secondary Beneficiaries. Additionally, the Trust Agreement
Amendment modifies certain other provisions of the Trust, some
of which are described below. (The Trust, as modified by the
Trust Agreement Amendment, is hereinafter referred to as the
'Modified Trust').

The Modified Trust may secure up to an aggregate amount of US$44
million of indebtedness, which indebtedness could take the form
of loans, bonds, or other extensions of credit.

The Trust Agreement Amendment provides for a new Trustee, Banco
Improsa, S.A. The Trust Agreement Amendment further modifies the
Trust by granting certain rights to, as well as imposing certain
obligations upon, the Trustee, including granting to the Trustee
the same rights as a creditor with regards to any mortgages
transferred to the Trust and endorsed to the Trustee.

The assets of the Modified Trust currently include real estate
properties and their corresponding mortgages, registered
equipment and certain intellectual property (trademarks and
brand names) of the Subsidiaries. All other types of assets
currently in the Trust have been released from the Trust by the
Trustee. However, the Subsidiaries may transfer new assets to
the Modified Trust in order to increase the value of the Trust
Assets. The Trust Agreement Amendment modifies the Trust to
require that the total value of the Trust Assets be, at all
times, equal to or greater than 125% of the aggregate amount of
the total indebtedness secured by the Trust (which, as mentioned
above, cannot exceed the aggregate amount of US$44 million). So
long as this 125% threshold is met and subject to certain other
conditions set forth in the Modified Trust, the Subsidiaries may
solicit the Trustee for the release of some of the Trust Assets.
The failure to maintain the 125% threshold, on the other hand,
is grounds for the foreclosure and sale of the Trust Assets.
Upon such an occurrence or the occurrence of any default of any
credit agreement between a Principal Beneficiary and a
Subsidiary, the Trustee may dispose of the Trust Assets in
accordance with the terms and conditions and following the
procedures set forth in the Trust Agreement, as amended by the
Trust Agreement Amendment.

Pursuant to the terms of the Modified Trust, each of the
Subsidiaries has agreed to certain negative covenants. For
instance, without the prior written consent of the Board of
Beneficiaries (as defined below), the Subsidiaries have agreed
not to (i) distribute any annual dividends to its shareholders
unless (A) its total debt to equity ratio is less than 60% and
(B) the amount of the annual dividends is, in the aggregate,
equal to or less than 50% of its profit for that year; (ii) make
any change in its stock ownership; and (iii) make any 'insider
loans'. The Trust Agreement Amendment does permit the
Subsidiaries to make loans of up to $2.5 million annually to the
Company upon certain terms and conditions.

The Modified Trust requires that the Subsidiaries, with certain
exceptions, (i) maintain an amount of paid-in share capital
equal to or greater than its stated share capital and (ii)
maintain a current ratio, defined as a ratio of current assets
to short term liabilities equal to or greater than 1.3.

In accordance with the Trust Agreement Amendment, a board of
beneficiaries will be established to represent and protect the
rights of the Principal Beneficiaries under the Modified Trust
(the 'Board of Beneficiaries'). The Board of Beneficiaries will
be comprised of one representative of each of BICSA, Agricola,
Interfin, Banco de Costa Rica, and, in the event the Company
issues certain debt securities, Sama Puesto de Bolsa S.A. The
board will have certain rights vis-a-vis the Company and the
Trustee including, without limitation, the right to receive and
review certain financial information provided by the
Subsidiaries; notify the Principal Beneficiaries of a situation
that might impair the Trust Assets; appoint a replacement
Trustee (from three candidates chosen by the Subsidiaries);
instruct the Trustee to cancel certain mortgages and other liens
over the Trust Assets or to release certain Trust Assets; and
represent the Principal Beneficiaries in certain decisions, in
each case in accordance with the conditions of the Modified
Trust and applicable law. All decisions of the Board of
Beneficiaries will be made upon a majority vote of its members,
with the President of the Board of Beneficiaries having a tie-
breaking vote.

All provisions of the Trust Agreement and the Trust not modified
by the Trust Agreement Amendment are anticipated to remain
unchanged. The Company hopes that with the Trust Agreement
Amendment in place, it will soon be able to finalize the debt
restructuring process it commenced in January 2004.

The Trust Agreement Amendment provides that the Trust will
terminate upon the performance by the Subsidiaries of all of
their obligations under the credit agreements between the
Principal Beneficiaries and the Subsidiaries, including the
repayment of all of the outstanding indebtedness owed to the
Principal Beneficiaries.

Email: mmarenco@ricafoods.com
       Tel: +1-305-858-9480
       E-mail: mmarenco@ricafoods.com
       http://www.ricafoods.com



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

C&WJ: Details GSM Mobile Telephone Network Improvements
-------------------------------------------------------
Cable & Wireless Jamaica (C&WJ) began upgrading Thursday its
less than a year-old GSM mobile telephone network, allowing for
wider coverage and better service. The upgrade is both in
hardware and software and runs on the 850 mega hertz radio
frequency, complementing C&WJ's 1900 mega hertz GSM band.

The project requires some US$13.1 million investment and will be
paid for from internal resources and debt, said Sean Bryan,
C&WJ's chief operating officer (COO). The expansion is expected
to be completed by the end of June.

Earlier this year, the Company announced that it had loan
commitments for US$92 million, two-thirds from the US Ex-Im Bank
and the remainder from Export Development Canada, to expand both
its fixed line and mobile networks.

With the improvement of service, C&WJ expects revenues to
increase.



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

CORPORACION DURANGO: Seeks Court Protection Under Mexican Law
-------------------------------------------------------------
Corporacion Durango SA, Mexico's largest paper maker, filed for
bankruptcy protection Friday under "Concurso Mercantil," the
country's rough equivalent of Chapter 11, reports Dow Jones
Newswires. The move aims to compel all investors to participate
in an agreement to renegotiate terms on about US$800 million of
debt it defaulted on more than a year ago.

An agreement approved by 51% of creditors would be binding on
all debt holders under the Mexican bankruptcy law, the Company
said in a statement.

Corporacion Durango announced last month it reached a
preliminary agreement with creditor representatives to a plan
that includes creditors taking a 17% stake in the Company and
getting US$715 million of new debt in four different notes that
mostly mature in 2010.

Meanwhile, the Company said it's also seeking court protection
from creditor action in the U.S.

Corporacion Durango is the largest producer of containerboard in
Mexico through its division Grupo Industrial Durango, is the
largest Mexican national producer of newsprint through its
division Pipsamex, is the largest manufacturer of corrugated
containers in Mexico through its division Empresas Titan, is the
largest Mexican national company of wood products through its
division Ponderosa, is the Mexican paper company with the
largest industrial operations in the U.S. through its division
McKinley Paper and is also one of the largest manufacturers in
Mexico of uncoated free-sheet and multi-wall sacks.

CONTACTS:  CORPORACION DURANGO, S.A. DE C.V.
           Mayela R. Velasco
           Tel: +52 (618) 829 1008
           E-mail: mrinconv@corpdgo.com.mx

           The Global Consulting Group
           Mariana Crespo
           Tel: (646) 284 9407
           E-mail: mcrespo@hfgc.com

           Miguel Antonio R.
           Tel: +52 (618) 829 1070
           E-mail: rinconma@corpdgo.com.mx


EMPRESAS ICA: Slim Reduces Ownership to 13.9%
---------------------------------------------
Magnate Carlos Slim has cut his interest in Mexican construction
company Empresas ICA following a rise in the company's shares
that saw Slim and his associates locking in a profit and ending
April with a 13.9 percent stake in the company. Reuters reports
that ICA shares have gained 40 percent so far this year, an
upsurge largely driven by Slims support for the troubled
company.

Carlos Hermosillo, an analyst at Vector Casa de Bolsa, stated
that "Inbursa (Slim's Financial Group) always said that its
interest in ICA was financial and that it did not intend to hold
on to a controlling stake".

Slim has reduced his holdings in ICA to the current level from a
high of 24 percent in January, a capital infusion that raised
US$215 million as part of a restructuring plan. The outlay has
allowed the company to control its debt situation and invest in
key building projects that should further improve its finances.


PEMEX: Needs US$130 Billion to Improve Operations
-------------------------------------------------
The Mexican government's plan to boost natural gas and fuel
output while reducing dependence on fuel imports over the next
decade would cost Pemex, the state-owned oil company, US$130
billion in additional capital outlays, reveals Business News
Americas.

The US$130 billion will be spread over the company's key
activities to increase efficiency and maximize production.
Exploration and Production would require US$117 billion,
refining, US$10.1 billion, gas and basic petrochemicals, US$1.6
billion, petrochemicals, US$1.4 billion and Corporate, US$600
million.    

Mr. Felipe Calderon, Mexico's Energy Secretary, admitted during
a conference in California that Pemex will have to initiate some
reforms in order to attract complementary investments from the
private sector since Mexico does not have the funds to shoulder
all the investment requirements. Towards this end, the
government intends to improve corporate government in Pemex,
modify the company's tax regime, review the energy price policy
and strengthen the energy regulatory commission.

Raising such a large capital requirement will not be easy for
Mexico and so apart from private sector investments, the country
has the option to allot a higher federal budget for Pemex, rely
on non-budgetary government resources through the Pidiregas
financing system, and take on more debt.

However, Calderos admitted that relying on the last three
options would pose problems for the country. For one, Pemex's
budget for 2004 is already twice as large as the Education
allotment and the government cannot afford to pour more
resources to the company at the cost of basic social programs.
In addition, the Pidiregas funds are reaching their limit,
making the system more inefficient to finance the sector.

Further, Relying on more private loans would increase Mexico's
foreign debt burden, which in turn would limit Pemex's access to
financial markets. Calderon said that "It's clear that the
alternative of more debt is possible, but it's limited,".

Considering the limited options available from public funding,
Calderon adds that  the solution is to attract more private
investment. The Mexican government is currently trying to pass
energy reforms in congress to facilitate the entry of private
investments into the country's energy market.


PEMEX: Urged to Prioritize Debt Reduction
-----------------------------------------
Mr. Carlos Hurtado, Mexico's Finance Minister, wants state-owned
Petroleos Mexicanos (Pemex) to prioritize its debt payments as
soaring oil prices this year opened options for Pemex to
allocate its excess oil revenues either on refining,
exploration, production or debt reduction.

Mr. Hurtado adds that using the US$ 8 per barrel increase in oil
prices to pay part of the company's US$40.1 billion debt this
year would help prevent the company's rising debt from hurting
investor confidence in Mexico's debt, which is now selling bonds
at record low yields.

Moody's Investor Service rates Mexico's Foreign-Debt, Baa2, one
level above the lowest investment-grade rating while Standard &
Poor's gives it a rating of BBB-, its lowest investment-grade
rating.

Reuters reports that Pemex used bonds and loans to acquire
funds, which were used to find more oil and replace the
company's dwindling reserves. Over the last three years, the
company has doubled its investment in exploration and production
and in the process raised its debt from US22.4 billion to the
present level of US$10.8 billion.  

However some investors, notably Roberto Sanchez-Dahl, who helps
manage $600 million in emerging-market debt including Pemex
bonds at Federated Investment Management Corp. in New York, say
that they would want Pemex to use its money towards increasing
its productions. Mr. Sanchez-Dahl says that "the level of debt
can be offset if they establish a 5-year investment program in
exploration."



                            ***********


S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter - Latin America is a daily newsletter
co-published by Bankruptcy Creditors' Service, Inc., Fairless
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Copyright 2004.  All rights reserved.  ISSN 1529-2746.

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