/raid1/www/Hosts/bankrupt/TCRLA

/raid1/www/Hosts/bankrupt/TCRLA_Public/040921.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, September 21, 2004, Vol. 5, Issue 187 Headlines A R G E N T I N A ASIARA S.R.L.: Court Approves Creditor's Liquidation Motion CASA MALIAR: Creditor Seeks Bankruptcy; Court OK's Petition CHALET S.A.: Scheduled to Liquidate Assets CINEMATOGRAFICA LARA: Debt Default Leads to Bankruptcy EL PUERTO: Court-Required Reports Timeline Set FARMACEUTICOS ARGENTINOS: Court Authorizes Reorganization IMEMIT S.R.L.: Reorganization Motion Gets Court Approval INDUSTRIAS MBA: Court Mandates Report Submission Dates IN TEC: Court Outlines Required Document Deadlines JIF S.A.: Seeks Reorganization Approval from Court LEFTER S.R.L.: Court Opens Bankruptcy Proceedings LINCOLN RESEARCH: Court Declares Company Bankrupt SOCIEDAD COMERCIALIZADORA: Seeks Court-Approved Reorganization * ARGENTINA: IMF Extends $1.1B Debt Repayment Deadline B E R M U D A FOSTER WHEELER: Extends Exchange Offer to September 21 FOSTER WHEELER: Recalculates Interest on New Notes to 10.359% GOLDEN EAGLE: Members Appoint Ester Querido as Liquidator MCDANIEL AND WINGOOD: Liquidator Schedules General Meeting B R A Z I L ACESITA: Issues Additional Info on Reverse Stock Split BANCO CITIBANK: LTFC Global Scale Rating Climbs to BB- From B+ BANCO DO BRASIL: S&P Ups LTFC Global Scale Rating BANCO ITAU: Sovereign Upgrade Pushes LTFC Ratings Higher BANCO SANTANDER BRASIL: LTFC Global Scale Rating Ascends to BB- BANCO SANTANDER MERIDIONAL: S&P Ups LTFC Global Scale Rating BANCO VOTORANTIM: S&P Raises Rating Following Sovereign Upgrade BANESPA: S&P Raises LTFC Rating Following Sovereign Upgrade CEMIG: Appoints Setape to Conduct Asset Valuation HSBC BANK BRASIL: Sovereign Upgrade Pushes LTFC Ratings Higher UNIBANCO: LTFC Global Scale Rating Climbs to BB- From B+ * S&P Raises Brazil Rating To BB-; Outlook Stable G R E N A D A * Hurricane Ivan Prompts S&P Ratings Reduction M E X I C O GRUPO POSADAS: S&P Rates Notes BB-; Leverage Levels Questioned T R I N I D A D & T O B A G O BWIA: Jacelon Tapped to Take Over As Chairman U R U G U A Y PARMALAT URUGUAY: To Have New Owner Soon V E N E Z U E L A HARVEST NATURAL: Cash Position Improves; Moody's Ups Ratings - - - - - - - - - - ================= A R G E N T I N A ================= ASIARA S.R.L.: Court Approves Creditor's Liquidation Motion ----------------------------------------------------------- Court No. 4 of Buenos Aires' civil and commercial tribunal declared local export services company Asiara S.R.L. bankrupt, says Clarin. The ruling comes in approval of the bankruptcy petition filed by the Company's creditor, Mr. Gustavo Basso, for nonpayment of US$25,594 in debt. Clerk No. 8 assists the court on the case, which will conclude with the liquidation of the Company's assets to repay its debts. CONTACT: Asiara S.R.L. Marcelo Torcuato de Alvear 952 Buenos Aires CASA MALIAR: Creditor Seeks Bankruptcy; Court OK's Petition ----------------------------------------------------------- Tejeduria Galicia S.A. successfully sought for the bankruptcy of Casa Maliar S.A. after court no. 19 of Buenos Aires' civil and commercial tribunal declared the Company "Quiebra," reports Clarin. The creditor sought for the Company's bankruptcy after the latter failed to pay debts amounting to US$7,400. Clerk No. 37 assists the court on the case, which will close with the liquidation of all the Company's assets. CONTACT: Casa Maliar S.A. Avda. Raul Scalabrini Ortiz 339 Buenos Aires CHALET S.A.: Scheduled to Liquidate Assets ------------------------------------------ Chalet S.A. entered bankruptcy after court no. 5 of Buenos Aires' civil and commercial tribunal approved a bankruptcy motion filed by Union de Obreros y Empleados Plasticos, reports Clarin. The Company's failure to pay US$26,886 in debt prompted the union to file the petition. The Company's assets will be liquidated at the end of the bankruptcy process to repay creditors. Payments will be based on the results of the verification process. Clerk no. 9 assist the court on this case. CONTACT: Chalet S.A. Avda. Luis Maria Campos 1270. Buenos Aires CINEMATOGRAFICA LARA: Debt Default Leads to Bankruptcy ------------------------------------------------------ Local film outfit Cinematografica Lara. S.R.L. entered bankruptcy protection upon the orders of court no. 17 of Buenos Aires' civil and commercial tribunal. A bankruptcy petition was filed against the company after it defaulted on a US$76,318 debt. Clerk no. 33 assist the court on this case that will end with the liquidation of all the company's assets to repay its debts. CONTACT: Cinematografica Lara. S.R.L. Avda. de Mayo 1225 Buenos Aires EL PUERTO: Court-Required Reports Timeline Set ---------------------------------------------- Ms. Lea Beatriz Aljanati, the trustee assigned to supervise the liquidation of El Puerto S.A., will submit the validated individual claims for court approval on October 12, 2004. These reports will be the basis for the accepted and rejected claims. The trustee will also submit a general report on February 7, 2005. Infobae reports that court no. 18 of Buenos Aires' civil and commercial tribunal has jurisdiction over the bankruptcy proceedings. Clerk no. 35 assist the court on the case. CONTACT: Ms. Lea Beatriz Aljanati, Trustee Avda Honorio Pueyrredon 1576 Buenos Aires FARMACEUTICOS ARGENTINOS: Court Authorizes Reorganization --------------------------------------------------------- Farmaceuticos Argentinos S.A., a pharmacy operating in Buenos Aires, will begin reorganization proceedings after court no. 6 of the city's civil and commercial tribunal approved its "concurso preventivo" petition. Reorganization will allow the company to negotiate a settlement with its creditors in order to prevent a straight liquidation. Local news source Clarin reports that clerk no. 12 assist the court in resolving this case. CONTACT: Farmaceuticos Argentinos S.A. Av. Julio Argentino Roca 636 (1067) Buenos Aires Tel.: 4343-5232 IMEMIT S.R.L.: Reorganization Motion Gets Court Approval -------------------------------------------------------- Imemit S.R.L., a company operating in San Isidro, begins reorganization proceedings after court no. 9 of the city's civil and commercial tribunal granted its petition for "concurso preventivo." During the reorganization, the company will be able to negotiate a settlement proposal for its creditors so as to avoid a straight liquidation. According to Argentine news source Infobae, the reorganization will be conducted under the direction of Mr. Carlos Felix Ocaranza, the court-appointed trustee. Creditors with claims against the Company must present proofs of the debt to the trustee by December 6, 2004. The Company is set to present a completed settlement plan for its creditors on July 4 next year. CONTACT: Imemit S.R.L. Zufriategui 4741 Villa Martelli (Partido de Vicente Lopez) Mr. Carlos Felix Ocaranza, Trustee Martin y Omar 129 San Isidro INDUSTRIAS MBA: Court Mandates Report Submission Dates ------------------------------------------------------ Ms. Andrea Rut Cetlinas, the trustee overseeing the liquidation of Industrias M.B.A. S.R.L., will submit the validated individual claims for court approval on December 23, 2004. The individual reports are based on all claims forwarded by creditors during the verification period. Infobae reports that Ms. Cetlinas will also provide the court with an audit of the Company's accounting and business records through a general report scheduled for submission on March 10 next year. The bankruptcy ruling issued by court no. 2 of Buenos Aires' civil and commercial tribunal comes in approval of the petition filed by the Company's creditor, Novello S.A., for nonpayment of US$26,000 in debt. CONTACT: Ms. Andrea Rut Cetlinas, Trustee Lavalle 1678 Buenos Aires IN TEC: Court Outlines Required Document Deadlines -------------------------------------------------- Court No. 24 of Buenos Aires' civil and commercial tribunal scheduled the submission of individual reports from the In Tec S.R.L. bankruptcy on November 17, 2004. After the individual reports are submitted, the court expects to receive the general report on December 29, 2004. Ms. Haydee Kravetz serves as trustee for this case that will end with the liquidation of all Company assets in order to pay debts owed to its creditors. CONTACT: Ms. Haydee Kravetz, Trustee Leandro N Alem 651 Buenos Aires JIF S.A.: Seeks Reorganization Approval from Court -------------------------------------------------- Court No. 10 of Buenos Aires' civil and commercial tribunal is currently reviewing the merits of the reorganization petition filed by local footwear manufacturer Jif S.A., reports Clarin. The reorganization petition, if granted by the court, will allow the Company to negotiate a settlement with its creditors in order to avoid a straight liquidation. Clerk No. 20 assists the court on this case. CONTACT: Jif S.A. Jose L. Suarez 2435 Or Bahia Blanca 2544 Buenos Aires Phone: 4687-3465 LEFTER S.R.L.: Court Opens Bankruptcy Proceedings ------------------------------------------------- Local fruit juice manufacturer Lefter S.R.L. proceeds with the liquidation of its assets, reports Clarin. Court no. 17 of Buenos Aires' civil and commercial tribunal issued the bankruptcy order after the company defaulted on its debt obligations. Clerk no. 33 assist the court on this case. CONTACT: Lefter S.R.L. Muniz 296 Buenos Aires LINCOLN RESEARCH: Court Declares Company Bankrupt ------------------------------------------------- Court no. 24 of Buenos Aires' civil and commercial tribunal declared business consultancy firm Lincoln Research S.A. "Quiebra", relates Clarin. The order comes in approval of the petition filed by Lloyds Bank, whom the Company owes US$15,896 in debt. Under bankruptcy protection, control of the Company's assets will be transferred to a court-appointed trustee. Clerk No. 47 assists the court on the case. CONTACT: Lincoln Research S.A. Salta 1007 Buenos Aires SOCIEDAD COMERCIALIZADORA: Seeks Court-Approved Reorganization -------------------------------------------------------------- Buenos Aires-based Sociedad Comercializadora de Carnes S.A. requested for reorganization after defaulting on its debt payments. 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. Infobae reports that the case is pending before Court No. 5 of the city's civil and commercial tribunal. Clerk no. 10 assists the court on this case. CONTACT: Sociedad Comercializadora de Carnes S.A. Rivadavia 1273 Buenos Aires * ARGENTINA: IMF Extends $1.1B Debt Repayment Deadline ------------------------------------------------------ The Executive Board of the International Monetary Fund (IMF) approved Friday a one-year extension of Argentina's repayment expectations to the IMF in the total amount equivalent to SDR 779 million (about US$1.1 billion) arising in 2004 on September 20, October 15, November 22, December 9 and December 20, and on January 17, 2005. The repayments will now fall due exactly one year after these dates. IMF policy on repayment expectations allows for such extension where the member's external position is not sufficiently strong for it to repay early without undue hardship or risk. Because a decision to approve an extension of repayment expectations is a technical one, it is not based on an assessment of the authorities' economic program. During the four-month period in question, Argentina will still face obligations to the Fund of about SDR 1 billion (about US$1.46 billion). The authorities are committed to remaining current in payments to the Fund. During the meeting, Argentina was urged to decisively address all the outstanding structural issues in their program, and to complete a comprehensive and sustainable debt restructuring. Contacts between the IMF and the authorities on the policy framework going forward will continue. CONTACT: International Monetary Fund External Relations Department 700 19th Street, NW Washington, D.C. 20431 USA Public Affairs Phone: 202-623-7300 Fax: 202-623-6278 Media Relations Phone: 202-623-7100 Fax: 202-623-6772 ============= B E R M U D A ============= FOSTER WHEELER: Extends Exchange Offer to September 21 ------------------------------------------------------ Foster Wheeler Ltd. (OTCBB: FWLRF) announced Friday that a minimum threshold related to its equity-for-debt exchange remains unmet for one class of securities. Specifically, 57.5% of the revised minimum threshold of 60% has been tendered by holders of the 9.00% Preferred Securities. Foster Wheeler is extending its exchange offer until 5:00 p.m., New York City time, on September 21, 2004. "Unless the tendered amount of Preferred Securities meets or exceeds an acceptable minimum threshold, this exchange offer will fail," said Raymond J. Milchovich, chairman, president and chief executive officer. "Especially given that we have exceeded the minimum thresholds regarding every other class of securities involved in our exchange offer, it would be a shame if all our stakeholders were forced to suffer because of a small shortfall in the Preferred Securities." "We hope that all those who have tendered continue to do so, and that those still holding Preferred Securities tender them, so that we can close our offer [September 21]," continued Mr. Milchovich. If Foster Wheeler fails to complete the exchange offer, it is then obligated, subject to certain conditions, to commence and attempt to consummate the same economic transactions contemplated by the exchange offer through an alternative implementation structure. This obligation is contained in the lock-up agreements signed with various institutional holders of the company's debt securities, and it is more fully described in the registration statement on Form S-4 filed with the SEC relating to the proposed exchange offer. Foster Wheeler continues to actively consider such alternatives. Legal Details The securities proposed to be exchanged are as follows: 1) Foster Wheeler's Common Shares and its Series B Convertible Preferred Shares (the "Preferred Shares") and warrants to purchase Common Shares for any and all outstanding 9.00% Preferred Securities, Series I issued by FW Preferred Capital Trust I (liquidation amount $25 per trust security) and guaranteed by Foster Wheeler Ltd. and Foster Wheeler LLC, including accrued dividends; 2) Foster Wheeler's Common Shares and Preferred Shares for any and all outstanding 6.50% Convertible Subordinated Notes due 2007 issued by Foster Wheeler Ltd. and guaranteed by Foster Wheeler LLC; 3) Foster Wheeler's Common Shares and Preferred Shares for any and all outstanding Series 1999 C Bonds and Series 1999 D Bonds (as defined in the Second Amended and Restated Mortgage, Security Agreement, and Indenture of Trust dated as of October 15, 1999 from Village of Robbins, Cook County, Illinois, to SunTrust Bank, Central Florida, National Association, as Trustee); and 4) Foster Wheeler's Common Shares and Preferred Shares and up to $150,000,000 of Fixed Rate Senior Secured Notes due 2011 of Foster Wheeler LLC guaranteed by Foster Wheeler Ltd. and certain Subsidiary Guarantors for any and all outstanding 6.75% Senior Notes due 2005 of Foster Wheeler LLC guaranteed by Foster Wheeler Ltd. and certain Subsidiary Guarantors; and solicitation of consents to proposed amendments to the indenture relating to the 9.00% Junior Subordinated Deferrable Interest Debentures, Series I of Foster Wheeler LLC, the indenture relating to the 6.50% Convertible Subordinated Notes due 2007 and the indenture relating to the 6.75% Senior Notes due 2005. As of 5:00 p.m. on September 17, 2004, holders have tendered the following dollar amounts and percentages of the following original securities: 1) 9.00% Preferred Securities, $100,696,725 (57.5%); 2) 6.50% Convertible Subordinated Notes, $209,930,000 (99.97%); 3) Robbins Series C Bonds due 2024, $56,643,071 (73.4%), Robbins Series C Bonds due 2009, $12,028,197 (99.2%), and Robbins Series D Bonds, $35,489,277 based on the balance due at maturity (99.1%); and 4) 6.75% Senior Notes, $191,118,000 (95.6%). A copy of the prospectus relating to the New Notes and other related documents may be obtained from the information agent. The information agent for the exchange offer and consent solicitation is: Georgeson Shareholder Communications Inc. 17 State Street, 10th Floor New York, New York 10014. Tel: 212-440-9800 (bankers and brokers) 800-891-3214 (Others) The dealer manager for the exchange offer and consent solicitation is: Rothschild Inc. 1251 Avenue of the Americas, 51st Floor New York, New York 10020 Tel: 212-403-3784 The exchange agent for the exchange offer is the Bank of New York, London Branch. Investors and security holders are urged to read the following documents filed with the SEC, as amended from time to time, relating to the proposed exchange offer because they contain important information: (1) the registration statement on Form S- 4 (File No. 333-107054) and (2) the Schedule TO (File No. 005- 79124). These and any other documents relating to the proposed exchange offer, when they are filed with the SEC, may be obtained free at the SEC's Web site at www.sec.gov. The foregoing reference to the exchange offer and any other related transactions shall not constitute an offer to buy or exchange securities or constitute the solicitation of an offer to sell or exchange any securities in Foster Wheeler Ltd. or any of its subsidiaries. Foster Wheeler Ltd. is a global company offering, through its subsidiaries, a broad range of design, engineering, construction, manufacturing, project development and management, research and plant operation services. Foster Wheeler serves the refining, upstream oil and gas, LNG and gas-to-liquids, petrochemicals, chemicals, power, pharmaceuticals, biotechnology and healthcare industries. The corporation is based in Hamilton, Bermuda, and its operational headquarters are in Clinton, New Jersey, USA. CONTACT: Foster Wheeler Ltd. Media Contact Ms. Maureen Bingert Phone: 908-730-4444 or Investor Contact Mr. John Doyle Phone: 908-730-4270 or Other Inquiries Phone: 908-730-4000 Web Site: http://www.fwc.com/ FOSTER WHEELER: Recalculates Interest on New Notes to 10.359% ------------------------------------------------------------- Foster Wheeler Ltd. (OTCBB: FWLRF) announced Friday the recalculated interest rate applicable to the Fixed Rate Senior Secured Notes due 2011, Series A (the "New Notes"), to be issued by Foster Wheeler LLC in the equity-for-debt exchange offer that the company launched on June 11, 2004. If the exchange offer expires as currently scheduled on September 21, 2004, the New Notes will bear interest at a rate of 10.359% per annum. This rate is equal to 6.65% plus the yield on U.S. Treasury notes having a remaining maturity equal to the maturity of the New Notes determined as of 2:00 p.m., New York City time, on the second business day prior to the expiration of the exchange offer. The terms of the New Notes are described in the registration statement on Form S-4 (File No. 333-107054) relating to the exchange offer. The interest rate set forth above supersedes the rates previously announced. A copy of the prospectus relating to the New Notes and other related documents may be obtained from the information agent. The information agent for the exchange offer and consent solicitation is: Georgeson Shareholder Communications Inc. 17 State Street, 10th Floor New York, New York 10014. Tel: 212-440-9800 (bankers and brokers) 800-891-3214 (Others) The dealer manager for the exchange offer and consent solicitation is: Rothschild Inc. 1251 Avenue of the Americas, 51st Floor New York, New York 10020 Tel: 212-403-3784 Investors and security holders are urged to read the following documents filed with the SEC, as amended from time to time, relating to the proposed exchange offer because they contain important information: (1) the registration statement on Form S- 4 (File No. 333-107054) and (2) the Schedule TO (File No. 005- 79124). These and any other documents relating to the proposed exchange offer, when they are filed with the SEC, may be obtained free at the SEC's Web site at www.sec.gov. The foregoing reference to the exchange offer and any other related transactions shall not constitute an offer to buy or exchange securities or constitute the solicitation of an offer to sell or exchange any securities in Foster Wheeler Ltd. or any of its subsidiaries. GOLDEN EAGLE: Members Appoint Ester Querido as Liquidator --------------------------------------------------------- IN THE MATTER OF THE COMPANIES ACT OF 1981 and IN THE MATTER OF Golden Eagle International Limited The Members of Golden Eagle International Limited, acting by written consent without a meeting on July 22, 2004 passed the following resolutions: 1) THAT the Company be wound up voluntarily, pursuant to the provisions of the Companies Act 1981; 2) THAT Ester R. Querido be and is hereby appointed Liquidator for the purposes of such winding-up. Ms. Querido, acting as liquidator, informs that - The Creditors of Golden Eagle International Limited, which is being voluntarily wound up, are required, on or before October 1, 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, Ms. Ester R. Querido, c/o Messrs. Conyers Dill & Pearman Clarendon House, Church Street Hamilton, HM DX Bermuda the Liquidator of the said Company, and if so required by notice in writing from the said Liquidator, and 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. - a final general meeting of the Members of the above named Company will be held at the offices of Messrs. Conyers Dill & Pearman, Clarendon House, Church Street, Hamilton, Bermuda on October 20, 2004 at 9:30 a.m., or as soon as possible thereafter, for the purposes of: 1) receiving an account laid before them showing the manner in which the winding-up of the Company has been conducted and its property disposed of and of hearing any explanation that may be given by the Liquidator; and 2) by resolution determining the manner in which the books, accounts and documents of the Company and of the Liquidator shall be disposed of; and 3) by resolution dissolving the Company. CONTACT: Ms. Ester R. Querido, Liquidator c/o 17, Duke Street Kingsville Court, Phase II, Bo. Mambugan, Antipolo City Philippines MCDANIEL AND WINGOOD: Liquidator Schedules General Meeting ---------------------------------------------------------- IN THE MATTER OF THE COMPANIES ACT OF 1981 and IN THE MATTER OF McDaniel and Wingood Limited Notice is given that the Final General Meeting of McDaniel and Wingood Limited will be held at the offices of PricewaterhouseCoopers, Dorchester House, 7 Church Street, Hamilton, HM 11, Bemuda on October 22 at 10:00 a.m. pursuant to Section 213 of the Companies Act of 1981, for the purposes of: 1) Receiving an account laid before them showing the manner in which the Winding-Up has been conducted and the property of the Company disposed of, and of hearing any explanation that may be given by the Liquidators; and 2) By resolution determining the manner in which the books, accounts and documents of the Company, and of the Liquidators thereof, shall be disposed of; and Nigel J.S. Chatterjee Joint Liquidator September 14, 2004 =========== B R A Z I L =========== ACESITA: Issues Additional Info on Reverse Stock Split ------------------------------------------------------ The Board of Directors of Acesita S.A. voted on these proposals during their 572nd Special General Meeting, Held September 10, 2004: I - REVERSE SPLIT ACESITA is taking measures to provide a higher level of liquidity for its share issues. At the same time, BOVESPA is asking publicly held companies to execute a reverse split of shares that are still being quoted in terms of "Brazilian reais per lot of one thousand shares", as is the case of ACESITA, and thus adapt the unit of quotation to international standards. In addition to its favoring higher liquidity for the stock, a reverse split leads to lower operational costs and lends more efficiency to shareholder control and shareholder relations. A reverse split is therefore in the interests of the Company and its shareholders, who will be assured of a mechanism that enables the adjustment of fractional holdings with the aim of allowing the interested parties to choose to continue with their holding, even if they will have just one of the new shares, or to not reduce their interest in the capital stock. Therefore the Board of Directors proposes to execute a reverse split of shares as provided for in Article 12 of Law No. 6404 of December 15, 1976, in the proportion of ten thousand (10,000) shares for one (1) share of the corresponding type of stock. The reverse split does not alter the current capital stock nor the authorized capital, the seven hundred and forty-five billion, four hundred and eighty-three million, seven hundred and seventy-nine thousand and seven hundred and twenty (745,483,779,720 ) shares, of which two hundred and forty-nine billion, eight million, six hundred and fifty thousand and four hundred and seventy-nine (249,008,650,479) are common stock and four hundred and ninety-six billion, four hundred and seventy- five million, one hundred and twenty-nine thousand and two hundred and forty one (496,475,129,241) are preferred stock, will become seventy-four million, five hundred and forty-eight thousand and three hundred and seventy-seven (74,548,377) shares, of which twenty-four million, nine hundred thousand and eight hundred and sixty five (24,900,865 ) will be common stock and forty -nine million, six hundred and forty-seven thousand and five hundred and twelve (49,647,512) will be preferred stock, all nominative and not convertible from one type into the other. Authorization for the capital increase as contained in Article 8 of the by-laws, will be represented by eighty million (80,000,000) shares, of which (twenty-six million, six hundred and sixty-six thousand and six hundred and sixty-seven (26,666,667) will be common stock and fifty- three million, three hundred and thirty-three thousand and three hundred and thirty-three (53,333,333) preferred stock. If the proposal is approved, immediately after the Special General Meeting, the company must publish a Notice to Shareholders setting a period of not less than thirty (30) days in which the latter may freely and at their exclusive discretion adjust their holdings of each type of stock, in multiple lots of ten thousand (10,000) shares through private trading or through BOVESPA. Furthermore, when there is a need to round up a lot to ten thousand (10,000) shares, the shareholder Usinor will sell the amount of shares required directly to any shareholders who have showed showing interest in acquiring them, regardless of the amount held before the reverse split, including those holding less than ten thousand (10,000) shares in either type of stock prior to reverse split, at a price corresponding to the average of the seven (7) closing quotations immediately prior to the date of the publication of the Official Public Announcement Calling the Special General Meeting. After the deadline set for adjusting positions, the remaining fractions will be separated, rounded to whole numbers and sold in auction to be held on the Sao Paulo Stock Exchange. If there are no parties interested in buying them, the shares will be acquired by the shareholders Usinor, Previ, Petros and Sistel, and the corresponding amounts credited to the current accounts of the holders of the fractional shares. In the event of not being able to identify the account for depositing the amount, it will remain at the disposition of the shareholders in the Company. At the same time as the operation in the Brazilian Market, the American Depositary Receipts (ADRs) will start to be traded in the proportion of one (1) share for each 2 (two) ADRs, for the corresponding types of stock. If this proposal is approved, articles 5 and 8 of by-laws will be altered as follows: "Article 5 - The capital stock is of nine hundred and one million, nine hundred and twenty one thousand, eight hundred and forty-nine Brazilian reais and eighty-seven cents (R$901,921,849.87), divided into seventy-four million, five hundred and forty-eight thousand and three hundred and seventy seven (74,548,377) shares, the latter to be an integral part of the number mentioned in the authorization set in Article 8 of the by-laws below, of which twenty-four million, nine hundred thousand and eight hundred and sixty-five (24,900,865) are to be common stocks and forty-nine million, six hundred and forty- seven thousand and five hundred and twelve (49,647,512) preferred stocks, all nominative and not convertible from one type of share into another." "Article 8 - The Company is authorized to increase its capital stock, without changing its bylaws, to eighty million (80,000,000) shares, of which twenty-six million, six hundred and sixty-six thousand and six hundred and sixty-seven (26,666,667) are to be common stocks and fifty- three million, three hundred and thirty-three thousand and three hundred and thirty-three (53,333,333) preferred stocks, and the latter shall not exceed two thirds (2/3) of the total shares issued, by decision of the Board of Directors, and under the conditions set by this Body, without maintaining the currently existing proportion between common and preferred stocks. Issues of stock, subscription of warrants or convertible debentures may be approved by the Board of Directors without complying with the preference rights as stipulated in Article 172 of Law no. 6404 / 76. Sole paragraph - The shares in which the capital stock is divided, as stated in Article 5 of the by-laws, are to be part of the limit set in the caption of this article." II - CREATION OF STATUTORY RESERVE ACESITA's management has analyzed alternatives enabling it to implement a financial and investment policy that is consistent with its shareholders' remuneration and appropriate to its cash flow requirements. The legal and statutory provisions now in force require the Company to distribute any future corporate earnings in excess of the obligatory minimum dividend and legal reserve and not attributed to any other reserve. The most appropriate alternative to enable the Company to implement a policy for distribution of earnings that is both flexible and coordinated with the need for investment funds, rebuilding working capital or even repayment of the Company's debts, is to constitute a statutory reserve fund, which, although permitted under the terms of Article 194 of the Company Law, is not stipulated in Acesita's by-laws. In view of the above, the Board of Directors is proposing that provision be made for the constitution of a statutory reserve fund, as stipulated in Article 194 of Law no. 6404 / 76, by adding Article 33 to the by-laws, with the following wording, and the others being renumbered: "Art. 33 - On a proposal from the Board of Directors, the General Meeting may allocate up to seventy five percent (75%) of net income for the financial year to constitute a reserve fund to be used for investment or working capital, in compliance with the following principles: I - the constitution of the fund shall not prejudice the right of shareholders to receive the obligatory dividend as stipulated in these by-laws; II - the balance of this fund, combined with the balance of the other profit reserves, other than provisions for contingencies and unrealized profits, may not exceed the company's capital stock, under penalty of capitalization or distribution of the amount in excess; III - the purpose of the reserve fund will be to ensure investments in permanent assets or increase in working capital, including by repayment of the Company's debt, irrespective of retained earnings associated with the capital budget, and its balance may be used (i) for the absorption of losses, whenever necessary; (ii) for the distribution of dividends, at any time; (iii) for redemptions, reimbursements or purchases of shares authorized by law; and (iv) for incorporation into capital stock, including through bonuses in new shares." III - RESTATEMENT OF THE BY-LAWS ACESITA's by-laws were last restated at the Special General Meeting of February 4, 1999. Since that date, the by-laws were altered at the Special General Meetings of November 5, 1999; November 28, 2000; April 26, 2002 and will be altered at the Special General Meeting that the Board of Directors hereby decided to summon, if the proposals mentioned in the above items are approved. In order to reflect these alterations, the Board of Directors proposes that the by-laws are restated. Board members: Mr. Joaquim Ferreira Amaro Chairman Mr. Albano Chagas Vieira Vice-Chairman Mr. Jean-Yves Gilet Mr. Paul Matthys Mr. Antonio Alberto Gouvea Vieira Mr. Ciro Ferreira Gomes Mr. Cezar Manoel de Medeiros Mr. Eustaquio Cota Magalhaes Ms. Lucia Maria Coelho Weaver Mr. Claudio Salgueiro Garcia Munhoz. CONTACT: Acesita S.A. Avenida Joao Pinheiro 580 Centro Belo Horizonte Minas Gerais 30130 Brazil Phone: 55-31-3235-4200 Web Site: http://www.acesita.com.br/ BANCO CITIBANK: LTFC Global Scale Rating Climbs to BB- From B+ -------------------------------------------------------------- Standard & Poor's Ratings Services raised its long-term foreign currency global scale rating on Banco Citibank S.A. to 'BB-' from 'B+'. The outlook is stable. The move follows action taken on the Federative Republic of Brazil's (foreign currency BB-/Stable/B; local currency BB/Stable/B) foreign currency rating, since the foreign currency rating on the bank is constrained by the sovereign rating. ANALYSTS: Milena Zaniboni, Sao Paulo (55) 11-5501-8945 Daniel Araujo, Sao Paulo (55) 11-5501-8939 Tamara Berenholc, Sao Paulo (55) 11-5501-8950 Claudio Gallina, Sao Paulo (55) 11-5501-8938 BANCO DO BRASIL: S&P Ups LTFC Global Scale Rating ------------------------------------------------- Standard & Poor's Ratings Services raised its long-term foreign currency global scale rating on Banco do Brasil S.A. to 'BB-' from 'B+'. The outlook is stable. The move follows action taken on the Federative Republic of Brazil's (foreign currency BB-/Stable/B; local currency BB/Stable/B) foreign currency rating, since the foreign currency rating on the bank is constrained by the sovereign rating. ANALYSTS: Milena Zaniboni, Sao Paulo (55) 11-5501-8945 Daniel Araujo, Sao Paulo (55) 11-5501-8939 Tamara Berenholc, Sao Paulo (55) 11-5501-8950 Claudio Gallina, Sao Paulo (55) 11-5501-8938 BANCO ITAU: Sovereign Upgrade Pushes LTFC Ratings Higher -------------------------------------------------------- Standard & Poor's Ratings Services raised its long-term foreign currency global scale rating on Banco Itau S.A. to 'BB-' from 'B+'. The outlook is stable. The move follows action taken on the Federative Republic of Brazil's (foreign currency BB-/Stable/B; local currency BB/Stable/B) foreign currency rating, since the foreign currency rating on the bank is constrained by the sovereign rating. ANALYSTS: Milena Zaniboni, Sao Paulo (55) 11-5501-8945 Daniel Araujo, Sao Paulo (55) 11-5501-8939 Tamara Berenholc, Sao Paulo (55) 11-5501-8950 Claudio Gallina, Sao Paulo (55) 11-5501-8938 BANCO SANTANDER BRASIL: LTFC Global Scale Rating Ascends to BB- --------------------------------------------------------------- Standard & Poor's Ratings Services raised its long-term foreign currency global scale rating on Banco Santander Brasil S.A. to 'BB-' from 'B+'. The outlook is stable. The move follows action taken on the Federative Republic of Brazil's (foreign currency BB-/Stable/B; local currency BB/Stable/B) foreign currency rating, since the foreign currency rating on the bank is constrained by the sovereign rating. ANALYSTS: Milena Zaniboni, Sao Paulo (55) 11-5501-8945 Daniel Araujo, Sao Paulo (55) 11-5501-8939 Tamara Berenholc, Sao Paulo (55) 11-5501-8950 Claudio Gallina, Sao Paulo (55) 11-5501-8938 BANCO SANTANDER MERIDIONAL: S&P Ups LTFC Global Scale Rating ------------------------------------------------------------ Standard & Poor's Ratings Services raised its long-term foreign currency global scale rating on Banco Santander Meridional S.A. to 'BB-' from 'B+'. The outlook is stable. The move follows action taken on the Federative Republic of Brazil's (foreign currency BB-/Stable/B; local currency BB/Stable/B) foreign currency rating, since the foreign currency rating on the bank is constrained by the sovereign rating. ANALYSTS: Milena Zaniboni, Sao Paulo (55) 11-5501-8945 Daniel Araujo, Sao Paulo (55) 11-5501-8939 Tamara Berenholc, Sao Paulo (55) 11-5501-8950 Claudio Gallina, Sao Paulo (55) 11-5501-8938 BANCO VOTORANTIM: S&P Raises Rating Following Sovereign Upgrade --------------------------------------------------------------- Standard & Poor's Ratings Services raised its long-term foreign currency global scale rating on Banco Votorantim S.A. to 'BB-' from 'B+'. The outlook is stable. The move follows action taken on the Federative Republic of Brazil's (foreign currency BB-/Stable/B; local currency BB/Stable/B) foreign currency rating, since the foreign currency rating on the bank is constrained by the sovereign rating. ANALYSTS: Milena Zaniboni, Sao Paulo (55) 11-5501-8945 Daniel Araujo, Sao Paulo (55) 11-5501-8939 Tamara Berenholc, Sao Paulo (55) 11-5501-8950 Claudio Gallina, Sao Paulo (55) 11-5501-8938 BANESPA: S&P Raises LTFC Rating Following Sovereign Upgrade ----------------------------------------------------------- Standard & Poor's Ratings Services raised its long-term foreign currency global scale rating on Banco do Estado de Sao Paulo S.A. to 'BB-' from 'B+'. The outlook is stable. The move follows action taken on the Federative Republic of Brazil's (foreign currency BB-/Stable/B; local currency BB/Stable/B) foreign currency rating, since the foreign currency rating on the bank is constrained by the sovereign rating. ANALYSTS: Milena Zaniboni, Sao Paulo (55) 11-5501-8945 Daniel Araujo, Sao Paulo (55) 11-5501-8939 Tamara Berenholc, Sao Paulo (55) 11-5501-8950 Claudio Gallina, Sao Paulo (55) 11-5501-8938 CEMIG: Appoints Setape to Conduct Asset Valuation ------------------------------------------------- The Extraordinary General Meeting of Stockholders held on September 16, 2004 approved the appointment of the company Setape - Servicos Tecnicos de Avaliacoes do Patrimonio e Engenharia Ltda. to provide the services of valuation and physical-accounting reconciliation of the Company's assets, as specified by Law 6414/76, as amended. The Valuation Opinion to be produced will be used in the transfer of the assets to the wholly-owned subsidiaries which will be formed to put into effect the process of restructuring of Cemig, as required by Law 10848 of March 15, 2004. CONTACT: Companhia Energetica de Minas Gerais AV. Barbacenda 1200 Bello Horizonte MG 30161-970 Brazil Web Site: http://cemig.infoinvest.com.br/?language=enu HSBC BANK BRASIL: Sovereign Upgrade Pushes LTFC Ratings Higher -------------------------------------------------------------- Standard & Poor's Ratings Services raised its long-term foreign currency global scale rating on HSBC Bank Brasil S.A. to 'BB-' from 'B+'. The outlook is stable. The move follows action taken on the Federative Republic of Brazil's (foreign currency BB-/Stable/B; local currency BB/Stable/B) foreign currency rating, since the foreign currency rating on the bank is constrained by the sovereign rating. ANALYSTS: Milena Zaniboni, Sao Paulo (55) 11-5501-8945 Daniel Araujo, Sao Paulo (55) 11-5501-8939 Tamara Berenholc, Sao Paulo (55) 11-5501-8950 Claudio Gallina, Sao Paulo (55) 11-5501-8938 UNIBANCO: LTFC Global Scale Rating Climbs to BB- From B+ -------------------------------------------------------- Standard & Poor's Ratings Services raised its long-term foreign currency global scale rating on Unibanco-Uniao de Bancos Brasileiros, S.A. to 'BB-' from 'B+'. The outlook is stable. The move follows action taken on the Federative Republic of Brazil's (foreign currency BB-/Stable/B; local currency BB/Stable/B) foreign currency rating, since the foreign currency rating on the bank is constrained by the sovereign rating. ANALYSTS: Milena Zaniboni, Sao Paulo (55) 11-5501-8945 Daniel Araujo, Sao Paulo (55) 11-5501-8939 Tamara Berenholc, Sao Paulo (55) 11-5501-8950 Claudio Gallina, Sao Paulo (55) 11-5501-8938 * S&P Raises Brazil Rating To BB-; Outlook Stable ------------------------------------------------- Standard & Poor's Ratings Services raised its long-term foreign currency sovereign credit rating on the Federative Republic of Brazil to 'BB-' from 'B+'. The upgrade reflects marked improvement in Brazil's external liquidity position and improved fiscal dynamics amid strong macroeconomic policy management. Standard & Poor's also revised its outlook on the rating to stable from positive. At the same time, Standard & Poor's affirmed its 'BB' long-term local and 'B' short-term sovereign credit ratings on the republic. The stable outlook on the local currency ratings remains unchanged. According to Standard & Poor's Ratings Services credit analyst Lisa Schineller, strong balance-of-trade performance in 2004- 2005 underpins the decline in external financing needs (current account, short-term debt, medium- to long-term amortizations) to almost 100% of international reserves during these years. "This is a marked improvement from almost 200% in 2002 and 145% in 2003," Ms. Schineller said. "Although aided by favorable cyclical factors, the growth in exports also reflects structural improvement. The growing export sector is broad-based, with a key contribution from manufactured goods, and export markets continue to diversify," she added. Ms. Schineller explained that the impressive turnaround in trade accounts is expected to support greater stability in the Brazilian real. In addition, the decline in the share of dollar- linked paper (13% of domestic debt as of August 2004, down from 22% at December 2003) better insulates Brazil's fiscal accounts and its debt burden from exchange rate fluctuations. Assuming unwavering commitment to the targeted primary surplus, the general government fiscal deficit is projected at around 4% of GDP during 2004-2005. Net general government debt is projected to decline to 60% of GDP in 2004 and 58% in 2005. The stronger macroeconomic environment has supported by a recovery in real GDP this year. While being led by net exports, the recovery is projected to translate into growth of over 4% in 2004 and over 3% in 2005, given some increase in investment, which remains, however, at low levels. Expected passage of microeconomic reform should support further investment and expansion over the medium term. "The stable outlook reflects the commitment of the government to pursue prudent macroeconomic policy and push forward with much needed reform against the risk surrounding Brazil's still- vulnerable fiscal and external positions," noted Ms. Schineller. "The timely implementation of reform is key to ensuring the continuation of a consistent and robust growth path that keeps the debt burden declining. Similarly, the government is expected to maintain its commitment to a 3%-4% of GDP general government primary surplus (without major changes in budgetary accounting) to keep the debt trajectory on a downward slope," she concluded. Standard and Poor's also raised its long-term foreign currency credit ratings on two sovereign-supported institutions, Banco Nacional de Desenvolvimento Economico e Social BNDES and Banco do Nordeste do Brasil S.A. to 'BB-' from 'B+'; all things being equal, the ratings on these banks move in tandem with those of the sovereign. ANALYSTS: Lisa M Schineller, New York (1) 212-438-7352 Helena Hessel, New York (1) 212-438-7349 Regina Nunes, Sao Paulo (55) 11-5501-8937 ============= G R E N A D A ============= * Hurricane Ivan Prompts S&P Ratings Reduction ---------------------------------------------- Standard & Poor's Ratings Services lowered its long-term foreign and local currency sovereign credit ratings on Grenada to 'B+' from 'BB-'. Standard & Poor's also said that it affirmed its 'B' short-term foreign and local currency sovereign credit ratings on Grenada. At the same time, Standard & Poor's placed all its ratings on Grenada on CreditWatch with negative implications. According to Standard & Poor's Ratings Services credit analyst Olga Kalinina, the downgrades reflect the serious challenge now facing the government of Grenada in implementing its planned fiscal consolidation in light of the tragic events caused by Hurricane Ivan, which hit the island on Sept. 7, 2004. "Grenada's economic growth will also be hindered by the extensive damage the hurricane inflicted on the twin pillars of the Grenadian economy: the tourism and nutmeg industries," said Mrs. Kalinina. "Combined, these two factors now jeopardize the government's earlier plans to lower its high debt level. Net general government debt, which stood at 77% of GDP at year-end 2003, is now unlikely to be reduced as government intended, which makes the country's fundamentals more comparable with its 'B' rated peers (the 'B' median for this ratio is 62% in 2004)," she added. Mrs. Kalinina explained that the CreditWatch placement reflects the increased challenges now facing the government in meeting its financial obligations in light of dramatic cuts in tax and export revenue resulting from the hurricane's catastrophic damage and from the immense funds required for rebuilding the infrastructure and reviving the economy. Debt service on the government's external obligations for the year 2004 as a whole is estimated at US$29 million, consisting of US$10 million in amortization payments and US$19 million in interest payments, compared with foreign reserves of US$95 million. However, the adequacy of these foreign currency reserves will be stretched because the government's spending priorities are likely to focus on reestablishing the social safety net (housing and other infrastructure rehabilitation, normalization of food supply, electricity) and reviving the economy (replanting the agricultural crops, repairing the airport). In addition, the private sector is likely to increase its demand for foreign currency. "Grenada has been already receiving international support from various agencies, and more financial and humanitarian assistance is expected in the next weeks and months," Mrs. Kalinina noted. "Standard & Poor's expects to resolve the CreditWatch listing in the next few weeks as the government's strategy on how to address the social, economic, and financial problems becomes clearer. Specifically, the amount and timing of financial aid to Grenada will be among important factors that will inform future credit actions," she concluded. ANALYSTS: Olga Kalinina, CFA, New York (1) 212-438-7350 Helena Hessel, New York (1) 212-438-7349 =========== M E X I C O =========== GRUPO POSADAS: S&P Rates Notes BB-; Leverage Levels Questioned -------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB-' rating to Grupo Posadas S.A. de C.V.'s (Posadas) $150 million senior unsecured notes due 2011. Standard & Poor's also affirmed its 'BB-/Stable/--' corporate credit rating on the company. The issue proceeds will be used to repay existing indebtedness. The notes will be guaranteed jointly and severally by the main operating subsidiaries of Grupo Posadas, which altogether generated 74% of the 2003 EBITDA and had 95% of the total debt. "The rating on Posadas reflects its somewhat high financial leverage, cyclicality of the hotel industry, and geographic concentration within Mexico," said Standard & Poor's credit analyst Fabiola Ortiz. These factors are offset by the company's position as the largest hotel operator in Mexico, a branding portfolio with well-recognized names, and the development of competitive advantage through technology. Posadas operates 83 hotels with a total of 15,799 rooms as of June 2004. The company's operations are concentrated in Mexico where it runs 65 hotels (80% of rooms that generate 85% of the EBITDA). It also operates 11 hotels in Brazil, six in the U.S., and one in Argentina. Margins are expected to improve in the medium term as a result of the company's potential to operate hotels with minimum capital investment and the efficiencies obtained by applying the technology that has already helped the company reduce costs and improve distribution. ANALYSTS: Fabiola Ortiz, Mexico City (52) 55-5081-4449 Manuel Guerena, Mexico City (52) 55-5081-4411 ================================= T R I N I D A D & T O B A G O ================================= BWIA: Jacelon Tapped to Take Over As Chairman --------------------------------------------- Mr. Lawrence Duprey has officially resigned from his post as chairman of Trinidad national airline BWIA, says The Trinidad Express. The government's choice to replace Duprey is PNM party treasurer and attorney Anthony Jacelon, confirmed Trade Minister Ken Valley. The board of BWIA is yet to make a final decision on the matter but, with the Government having resumed majority ownership, its nominee for the job is guaranteed to win out. The State re-nationalized BWIA after it put more than 97% of the required capital into the airline's recent US$40 million rights issue. Since the government agreed to take up shares not purchased by the private shareholders, the State increased its shareholding in BWIA to more than 75%. Valley also said that following a positive report submitted by a Canadian consultant, BWIA would now be able to go out into the market to raise US$20 million. CONTACT: BRITISH WEST INDIES AIRWAYS Phone: + 868 627 2942 E-mail: mailto:mail@bwee.com Home Page: http://www.bwee.com/ Contacts: Conrad Aleong, President and CEO (Trinidad) Beatrix Carrington, VP Marketing and Sales (Barbados) Paul Schutz, CFO (Trinidad) ============= U R U G U A Y ============= PARMALAT URUGUAY: To Have New Owner Soon ---------------------------------------- Collapsed Italian dairy giant Parmalat Finanziaria will be announcing the new owner of its Uruguayan subsidiary within the next two weeks, reports El Pais. Dairy giants from Argentina, Mexico, US, France and Italy have indicated their interest in acquiring the subsidiary, which is the second-largest dairy firm in the South American country. In 2003, Parmalat Uruguay turned over US$45 million, 55% of which was generated by exports. In December, Parmalat Uruguay registered US$28 million in liabilities with banks. But the figure has grown to US$30 million after the company stopped paying its interests since December. ================= V E N E Z U E L A ================= HARVEST NATURAL: Cash Position Improves; Moody's Ups Ratings ------------------------------------------------------------ Moody's Investors Service upgraded its ratings on Harvest Natural Resources, Inc.: - 9.375% senior unsecured notes due 2007 upgraded to B3 from Caa2; - senior implied rating upgraded to B3 from Caa1; and - senior unsecured issuer rating upgraded to Caa1 from Caa2. The outlook is stable. The upgrade follows Moody's upgrade of both Venezuela and state oil company Petroleos de Venezuela S.A., both of which were downgraded last year pending a resolution to the political instability in the country, which, however, appears to have occurred with the recall referendum completed in August. While Moody's felt that fundamentally Harvest's operations and liquidity were in line with higher ratings at the time, the company's dependency on sales to PDVSA for all of its operating cash flows and with all of its reserves and production located in Venezuela resulted in ratings more in line with Moody's ratings for both PDVSA and Venezuela during this period of uncertainty. According to Moody's, the upgrade and removal of the notching of the notes rating reflects the company's cash balances, which at almost US$160 million, is approximately twice the amount of the notes and currently leaving the company with zero net debt as well as management's announcement that it will use the cash to redeem the remaining US$85 million of 9.375% senior notes on 11/1/04. Though the notes are not guaranteed by Harvest's subsidiaries, under the indenture, Harvest must either reinvest the proceeds from the sale of its Geoilbent interest (Harvest received approximately US$75 million) in similar type assets or offer to redeem a like amount of notes at par within a year. As a result, Harvest announced it will irrevocably deposit the full redemption amount with the trustee this month to call the notes and gives Moody's cause to remove the notching. Headquartered in Houston, Texas, Harvest Natural Resources, Inc. is an independent energy company engaged in the exploration, development and production of oil and gas in Venezuela. *********** 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 Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland USA. John D. Resnick, Edem Psamathe P. Alfeche and Lucilo Junior M. Pinili, Editors. Copyright 2004. All rights reserved. ISSN 1529-2746. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR Latin America subscription rate is $575 per half-year, delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 240/629-3300. * * * End of Transmission * * *