TCRLA_Public/050315.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, March 15, 2005, Vol. 6, Issue 52



CASA SIMON: Court Finds in Creditor's Favor, Bankruptcy Starts
CENTRAL PUERTO: Tax Charge Nets Loss Despite More Income in 2004
CESS S.R.L.: Creditor's Bankruptcy Motion Gets Court Approval
EASA: Posts $25.9M Net Loss in 2004
EGUIBAR HERMANOS: Judge Approves Bankruptcy

INSTITUTO SUSINI: Court Rules Bankruptcy Proceeding Required
IRSA: Debt Continues to Decline With Note Conversions
LUICAR S.R.L.: Report Submission Schedule Set
MASTER S.R.L.: Court Reschedules Liquidation
REFRIGERACION TECNOLOGICA: Liquidates Assets to Pay Debts

SERVI BECOVIAL: Initiates Bankruptcy Proceedings
SERVICIOS HORIZONTE S.A.: Starts Reorganization Process
SOUTHERN WINDS: Chilean Airline Agrees to Manage Operations
TGN: Reports $11.1M Net Loss in 2004


NYLI LTD.: Names Robin Mayor as Liquidator


BANCO BRADESCO: Proposes Merger of Seguros' Minority Stock
BANCO BRADESCO: Board Reelected at Stockholders' Meeting
SADIA: Anticipates Board Changes at Shareholders' Meeting
VARIG: Attacks Government Over Takeover Plans
VASP: Court Puts Airline Under Government Intervention


PACIFICTEL/ANDINATEL: America Movil Starts $32M Arbitration


DIRECTV: To Secure New Debt Financing
NII HOLDINGS: Increases Number of Subscribers in 2004 by 92%

T R I N I D A D   &   T O B A G O

BWIA: Strategic Plan Moves to New Cabinet Sub-committee


HSBC BANK: Fitch Upgrades Long-Term Debt After Sovereign Upgrade


PDVSA: S&P Explains CITGO's Ratings on Relative Strength
PDVSA: Citgo Sale Plan Spurs Another Investigation

     - - - - - - - - - -


CASA SIMON: Court Finds in Creditor's Favor, Bankruptcy Starts
Casa Simon S.R.L. entered bankruptcy after Court No. 23 of
Buenos Aires' civil and commercial tribunal approved a
bankruptcy motion filed by Luis Diaz, reports La Nacion. The
Company's failure to pay US$19,347.71 in debt prompted the
creditor to file the petition.

Working with the city's Clerk No. 46, the court assigned Mr.
Eduardo Caggiano as trustee for the bankruptcy process. The
trustee's duties include the authentication of the Company's
debts and the preparation of the individual and general reports.
Creditors are required to present their proofs of claims to the
trustee before May 6.

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.

CONTACT: Casa Simon S.R.L.
         Avenida Belgrano 899
         Buenos Aires

CENTRAL PUERTO: Tax Charge Nets Loss Despite More Income in 2004
Argentine power generator Central Puerto saw its net loss
balloon to ARS26.8 million in 2004 from a net loss of ARS15.6
million in 2003 due to a large income tax charge.

According to Dow Jones Newswires, the company recorded an income
tax gain of ARS15.7 million for the year, but this was well down
from an ARS33.1 million gain in 2003. Central Puerto said it
made some income tax payments that had been deferred earlier.

Meanwhile, sales revenue for the year came in at ARS398.4
million, up from ARS267.0 million in 2003. Operating profit
totaled ARS31.3 million, compared with ARS9.2 million.

Central Puerto said it achieved greater efficiency in its
facilities and was thus able to meet higher demand, a result of
Argentina's rapidly recovering economy. Prices also went up
during the fourth quarter.

However, the company also faced significantly higher operating
costs, which totaled ARS334.7 million in 2004, up from ARS232.8
million a year earlier.

"The recovery in demand provoked the necessity of generation
with liquid fuel amid gas restrictions in winter," Central
Puerto said.

CESS S.R.L.: Creditor's Bankruptcy Motion Gets Court Approval
Oropen SACI y A successfully petitioned for the liquidation of
local bottling plant Cess S.R.L. after Court No. 8 of Buenos
Aires' civil and commercial tribunal declared Cess S.R.L.
bankrupt, says La Nacion.

Clerk No. 15 assists the court on the case that will close with
the liquidation of the Company's assets.

         Carlos Pellegrini 743
         Buenos Aires

EASA: Posts $25.9M Net Loss in 2004
Electricidad Argentina (Easa), a holding company controlled byv
French power firm EDF, falls into red in 2004 with net losses in
the period totaling ARP75.5 million (US$25.9 million). Easa had
ARP462 million pesos of net equity as of December 31, 2004.

Business News Americas reports that the Company did not provide
comparative figures when it submitted its financial statements
to the Buenos Aires stock exchange Thursday.

Local power distributor Edenor, of which Easa has a 51 percent
stake, also reported losses amounting to ARP89.9 million pesos
in 2004. Edenor had posted a net profit of ARP211 million a year
earlier. Edenor operates in the northern part of Buenos Aires.

EGUIBAR HERMANOS: Judge Approves Bankruptcy
Eguibar Hermanos S.A. was declared bankrupt after Court No. 8 of
Buenos Aires' civil and commercial tribunal endorsed the
liquidation petition presented the company's creditor
Cooperativa Concred de Vivienda y Creditos Limitada. Argentine
daily La Nacion reports that the creditor has claims totaling

Court-appointed trustee Laura Garcia will accept creditors
claims for verifications until May 11.

Clerk No. 15 assists the court in resolving this case.

CONTACT: Eguibar Hermanos S.A.
         Tucuman 1567
         Buenos Aires

INSTITUTO SUSINI: Court Rules Bankruptcy Proceeding Required
Court No. 24 of Buenos Aires' civil and commercial tribunal
decreed the bankruptcy of Instituto Susini S.R.L., reports
Infobae. Under bankruptcy protection, control of the company
will be turned over to a court-appointed trustee.

Proceeds from the sale of the Company's assets at the end of the
liquidation process will be used pay its debts. Clerk No. 47
assists the court on this case.

CONTACT: Instituto Susini S.R.L.
         Av. Juan B. Alberdi 1948
         Buenos Aires
         Phone/Fax: 4631-6954 / 4632-3847

IRSA: Debt Continues to Decline With Note Conversions
By letter dated March 11, 2005, the Company reported that a
holder of Company's Convertible Notes exercised it conversion
right. Hence, the financial indebtedness of the Company shall be
reduced in US$ 70,000 and an increase of 128,440 ordinary shares
face value pesos 1 (V$N 1) each was made. The conversion was
performed according to terms and conditions established in the
prospectus of issuance at the conversion rate of 1.83486 shares,
face value pesos 1 per Convertible Note of face value US$ 1. As
a result of that conversion the amount of shares of the Company
goes from 274,414,015 to 274,542,455. On the other hand, the
amount of registered Convertible Notes is US$ 79,075,275.

CONTACT: IRSA Inversiones y Representaciones S.A.
         Bolivar 108
         Buenos Aires, Argentina
         Phone: 541-342-7555

LUICAR S.R.L.: Report Submission Schedule Set
Mr. Ruben Leonardo Kwasniewski, the trustee assigned to
supervise the liquidation of Luicar S.R.L., will submit the
validated individual claims for court approval on June 10. These
reports explain the basis for the accepted and rejected claims.
The trustee is also scheduled to present a general report of the
case on August 8.

Infobae reports that Court No. 9 of Buenos Aires' civil and
commercial tribunal has jurisdiction over this bankruptcy case.

Clerk No. 17 assists the court with the proceedings.

CONTACT: Mr. Ruben Leonardo Kwasniewski, Trustee
         Montevideo 536
         Buenos Aires

MASTER S.R.L.: Court Reschedules Liquidation
Court No. 8 of Buenos Aires' civil and commercial tribunal has
reset the liquidation schedule for the Master S.R.L. bankruptcy
case to the following dates:

1. Claims Verification Deadline: April 26, 2005
2. Individual Reports Submission Deadline; June 8, 2005
3. General Report Submission: August 4, 2005.

Mr. Alberto Scravaglieri serves as trustee on this case.
Creditors must submit all claims before the said deadline to
qualify for any post-liquidation distributions.

Clerk No. 15 assists the court on this case.

CONTACT: Master S.R.L.
         Avda de Mayo 791
         Buenos Aires

REFRIGERACION TECNOLOGICA: Liquidates Assets to Pay Debts
Refrigeracion Tecnologica S.R.L. will begin liquidating its
assets following the bankruptcy pronouncement issued by Court
No. 26 of Buenos Aires' civil and commercial tribunal, Infobae

The ruling places the company under the supervision of court
appointed trustee Natalio Kinsbruner. The trustee will verify
creditors' proofs of claims until April 11. The validated claims
will be presented in court as individual reports on May 23.

Mr. Kinsbruner 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 July 6.

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

CONTACT: Refrigeracion Tecnologica S.R.L.
         Avda Gaona 1295
         Buenos Aires

         Mr. Natalio Kinsbruner, Trustee
         Marcelo T. de Alvear 1671
         Buenos Aires

SERVI BECOVIAL: Initiates Bankruptcy Proceedings
Court No. 26 of Buenos Aires' civil and commercial tribunal
declared Servi Becovial S.A. "Quiebra," reports Infobae. Clerk
No. 51 assists the court on the case, which will close with the
liquidation of the Company's assets to repay creditors.

Mr. Adalberto Abel Corbelleri, who has been appointed as
trustee, will verify creditors' claims until April 14 and then
prepare the individual reports based on the results of the
verification process. The individual reports will be submitted
in court on May 7, followed by the general report on July 11.

CONTACT: Servi Becovial S.A.
         Suipacha 254
         Buenos Aires

         Mr. Adalberto Abel Corbelleri, Trustee
         Carabobo 237
         Buenos Aires

SERVICIOS HORIZONTE S.A.: Starts Reorganization Process
Court No. 5 of Buenos Aires' civil and commercial tribunal is
currently reviewing the merits of a reorganization petition
filed by Servicios Horizonte S.A. La Nacion relays that the
Company filed the petition following cessation of debt payments
since November 30 last year. Reorganization will allow the
Company to avoid bankruptcy by negotiating a settlement with its

The company, a real estate cleaning service, has stated assets
of US$702,153.83 with liabilities of US$943,270.31.

The city's Clerk No. 10 assists the court on this case.

CONTACT: Servicios Horizonte S.A.
         Jose Maria Moreno 1031/33
         Buenos Aires

SOUTHERN WINDS: Chilean Airline Agrees to Manage Operations
Chile's flagship LAN Airlines has agreed to absorb Argentina's
state-owned LAFSA airline and has committed to a 90-day
agreement to manage operations at troubled private carrier
Southern Winds (SW). The accords bring LAN a step closer to the
purchase of a stake in another unnamed company, according to LAN
Director Enrique Cueto. LAN had been in talks for several weeks
to buy Southern Winds, but Mr. Cueto ruled that out on Friday.

"LAN is in negotiations with an airline that is not LAFSA and is
not SW and our Argentine partner is in talks for that purchase.
As long as that process is not defined, we will not name the
Argentine partners or the name of the airline," said Mr. Cueto.

The agreements come days after the Argentine government, via
LAFSA, withdrew its subsidies to Southern Winds due to a drug
trafficking scandal. The future of the private airline beyond
the 90-day period was unclear. Local media reports in Argentina
said Friday that Southern Winds was practically out of fuel and
that the company contracted to run its computerized reservations
system had suspended service as well.

TGN: Reports $11.1M Net Loss in 2004
Transportadora de Gas del Norte ended 2004 with a net loss of
ARS32.4 million (US$11.1mn), the gas transport company revealed
in a filing to the Buenos Aires stock exchange Thursday. As of
December 31, 2004, the company's equity stood at ARS897 million.

The filing didn't provide comparative figures. But according to
a previous Business News Americas report, TGN posted a net loss
of ARS238 million in 2003.

TGN owns and operates a 5,406km natural gas transport network
connecting the Loma de la Lata field in the Neuqu‚n basin and
the Campo Duran field in Salta to the industrial belt around
Rosario and Buenos Aires.

          Don Bosco 3672, (C120ABF) Buenos Aires, Argentina.
          Phone: (+54 11) 4959-2000
          Fax: (+54 11) 4959-2242
          Home Page:


NYLI LTD.: Names Robin Mayor as Liquidator


            IN THE MATTER OF NYLI (Bermuda) Ltd.

The Members of NYLI (Bermuda) Ltd., acting by written consent
without a meeting on March 09, 2005, passed the following

(1) THAT the Company be wound up voluntarily, pursuant to the
provisions of the Companies Act 1981;

(2) THAT Robin J. Mayor be and is hereby appointed Liquidator
for the purposes of such winding-up, such appointment to be
effective forthwith.

The Liquidator informs that:

- Creditors of NYLI (Bermuda) Ltd., which is being voluntarily
wound up, are required, on or before March 30, 2005, 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 Robin J
Mayor at 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 Member(s) of NYLI (Bermuda)
Ltd. will be held at the offices of Messrs. Conyers Dill &
Pearman, Clarendon House, Church Street, Hamilton, Bermuda on
April 20, 2005 at 9:00 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: NYLI (Bermuda) Ltd.
         Mr. Robin J. Mayor
         Clarendon House,
         Church Street
         Hamilton, Bermuda


BANCO BRADESCO: Proposes Merger of Seguros' Minority Stock
In compliance with the provisions in the Instruction 319 issued
by CVM (Securities and Exchange Commission of Brazil), dated
12.3.99, Banco Bradesco S.A. (Bradesco), Corporate Taxpayer's ID
(CNPJ) #60.746.948/0001-12 and Bradesco Seguros S.A. (Seguros),
Corporate Taxpayer's ID (CNPJ) #33.055.146/0001-93, announce to
the market, its stockholders and clients that in the Special
Stockholders' Meetings to be held on 3.10.2005, the Merger of
Stocks of Seguros' Minority Stockholders by Bradesco will be
proposed, in conformity with the provisions in the Articles 224,
225, 252 and 264 of the Law 6,404/76, as per the Instrument of
Protocol and Justification settled into by the referred
Companies on 2.21.2005.

Once authorized the operation, it will have the following


a) it aims at preserving the value of investments of Seguros'
minority stockholders, enabling them to directly participate in
the capital stock of Bradesco, controlling company of Seguros,
and this shall confer higher liquidity to their stocks and
transparency to information;

b) it aims at promoting the corporate reorganization by
rationalizing and consequently reducing the operational,
administrative and legal costs, by converting Seguros to a
wholly-owned subsidiary of Bradesco;

2. a cost of approximately R$1 million;

3. this will be effective from 3.10.2005;

4. according to specific Balance Sheets of the Companies, drawn
up as of 1.31.2005, the following equity by book value were
obtained: Bradesco - R$15,236,445,812.31; and Seguros -
R$3,037,012,597.10, considering in the calculation of the
Seguros, 1,341 equity held in treasury, resulting, the following
book value per share: Bradesco - R$32.1150548084; Seguros -

5. for the purposes foreseen in the Article 264 of the Law
6,404/76, considering the Companies' net equity, obtained based
on assets evaluated by market prices on 1.31.2005, Bradesco's
market price is R$15,484,433,236.31 (R$32.6377574001 per share),
and Seguros' market price R$3,381,918,641.03 (R$5,389.2541249502
per share);

6. considering the book value by market price mentioned in item
5, the exchange value, as of the stocks incorporation of Seguros
into Bradesco, will be of 165.12329750137 shares to be issued by
Bradesco for each share of Seguros, being 82.95659669277 common
and 82.16670080860 preferred, to be able to maintain the same
proportion of common and preferred stocks currently existing
into Bradesco's capital stock;

7. once the operation is approved:

a) Bradesco's Capital Stock will be increased in the amount of
R$11,856,359.07, increasing it from R$7,700,000,000.00 to
R$7,711,856,359.07, issuing of 363,271 non-par book-entry
registered new shares, of which 182,504 are common shares and
180,767 are preferred stocks to be attributed to Seguros'
stockholders, in the proportion set forth in the item 6,
resulting in the amendment to the "caput" of the Article 6 of
Bradesco's Bylaws, which will take effect with the following
wording: Article 6) The Capital Stock is R$7,711,856,359.07
(seven billion, seven hundred, eleven million, eight hundred,
fifty-six thousand, three hundred, fifty-nine reais and seven
cents), divided into 492,296,396 (four hundred, ninety-two
millions, two hundred, ninety-six thousand, three hundred and
ninety-six) non-par book-entry registered shares, of which
247,325,690 (two hundred, forty-seven millions, three hundred,
twenty-five thousand, six hundred and ninety) are common shares
and 244,970,706 (two hundred, forty-four millions, nine hundred,
seventy thousand, seven hundred and six) are preferred shares";

b) Seguros will be transformed into a wholly-owned subsidiary of
Bradesco, and its Bylaws will be reformulated, and thereafter
carrying out its consolidation, emphasizing the extinguishment
of the Board of Directors;

8. the shares to be issued in Bradesco and attributed to the
minority stockholders of Seguros will have the following rights
and advantages: Common shares - voting right; their inclusion in
public offering stemming from possible disposal of Company's
control, ensuring its titleholders to receive one hundred per
cent (100%) of the amount paid per common stock held by the
controlling stockholders; Preferred shares - non-voting right;
priority in the capital stock refund in the event the Company is
liquidated; dividends and/or interest on own capital ten per
cent (10%) higher than those attributed to the common shares;
their inclusion in public offering stemming from potential
disposal of Company's control, ensuring its titleholders to
receive price equal to eighty per cent (80%) of the amount paid
per common stock, integrating the control block;

9. the shares held by Seguros' stockholders, which by applying
the swap ratio provided for in the item 6, result in stock
fractions, not ensuring the right to receive one stock of
Bradesco, will be refunded by the equity book value by market
price, mentioned in the item 5, R$5.389,2541249502 per stock,
proportionally to the held fraction;

10. Bradesco's stockholders, owning common shares and Seguros'
stockholders, under the terms of the Articles 137, 230 and 252
of the Law 6,404/76, have the right to withdraw from the
Companies by means of refund of the equity book value at market
prices, as following:

a) Bradesco: R$32.6377574001 per share;
b) Seguros: R$5,389.2541249502 per share;

11. Bradesco's shares to be attributed to Seguros' stockholders
will be fully entitled to dividends and/or interest on own
capital to be declared from the date the process is approved by
the appropriate authorities. They will also be fully entitled to
advantages, which may be attributed to the other shares from
that date;

12. the valuations of the Stockholders' Equity of the Companies
were carried out based on the Balance Sheets drawn up by the
Companies as of 1.31.2005, as follows:

a) Bradesco: by book value, KPMG Auditores Independentes, CRC
(Regional Accounting Council) 2SP014428/O-6; and by market
prices, Trevisan Auditores Independentes - CRC 2SP013439/O-5;

b) Seguros: by book value and market prices, GSRA Consultoria
Empresarial - CRC - RJ 003160-0;

13. the companies liable for the valuations above mentioned
declare that they neither have any conflict nor pooling of
interests, whether current or potential, with controlling
stockholders or minority stockholders of Bradesco and of
Seguros, or related to any other company involved in the
operation, and its respective partners, nor with the operation,
purpose of this Notice of Material Fact;

14. the operation will be submitted to the approval of the
Central Bank of Brazil and Superintendency of Private Insurance

The Call Notices, this Notice of Material Fact, the Board of
Directors' proposals, the Instrument of Protocol and
Justification and its attachments are made available to the
stockholders at the Shares and Custody Department of Bradesco,
Depositary Financial Institution of the Companies' Shares,
located at Cidade de Deus, Predio Amarelo, Vila Yara, in the
city of Osasco, State of Sao Paulo, and at the Sao Paulo Stock
Exchange located at Rua XV de Novembro, 275, Centro, in the city
of Sao Paulo, State of Sao Paulo, and they can also be viewed on
the Website - Investor Relations section.

CONTACT: Banco Bradesco S.A.
         Predio Novo - 4 ANDAR
         Cidade de Deus
         S/N, Osasco
         Sao Paulo, 06029-900
         Phone: 55-11-3684-9229

BANCO BRADESCO: Board Reelected at Stockholders' Meeting
Mr. Jose Luiz Acar Pedro, Executive Vice President and Investor
Relations Director of Banco Bradesco S.A. informed the United
States Securities and Exchange Commission, through this letter
dated March 10, 2005, of matters taken up at the Annual
Stockholders' Meeting and in the Special Stockholders' Meeting
held on the same date:

Securities and Exchange Commission
Office of International Corporate Finance
Division of Corporate Finance
Washington, DC

Dear Sirs:

We hereby inform you that all proposals and agenda submitted in
the Annual Stockholders' Meeting and in the Special
Stockholders' Meeting, held cumulatively on this date, at 4.00
p.m. were approved as follows:

At the Annual Stockholders' Meeting:

- the Administrators' accounts, the Management Report, the
Financial Statements, including the allocation of the Net
Income, and the Independent Auditors and Fiscal Council's
Opinions and the Summary of the Audit Committee's report related
to the fiscal year ended on 12.31.2004;

- the reelection of Messrs. Lazaro de Mello Brandao, Antonio
Bornia, Mario da Silveira Teixeira Junior, Marcio Artur Laurelli
Cypriano, Joao Aguiar Alvarez, Mrs. Denise Aguiar Alvarez
Valente, Messrs. Raul Santoro de Mattos Almeida and Ricardo
Espirito Santo Silva Salgado, to compose the Board of Directors;

- the election of the Fiscal Council's members: Messrs. Domingos
Aparecido Maia, Jose Roberto Aparecido Nunciaroni and Ricardo
Abecassis Espirito Santo Silva - Sitting Members; Messrs. Jorge
Tadeu Pinto de Figueiredo, Nelson Lopes de Oliveira and Renauld
Roberto Teixeira - Deputy Members;

- the annual global compensation and the funds allocation to
support the Management's Complementary Pension Plans, both of
them for Administrators, as well as, the individual compensation
for the Members of the Fiscal Council.

At the Special Stockholders' Meeting:

- to ratify the Capital Stock increase deliberated at the 204th
Special Stockholders' Meeting held on 12.9.2004, in the amount
of R$700,000,000.00, increasing it from R$7,000,000,000.00 to
R$7,700,000,000.00, by subscribing 17,500,000 new non-par book-
entry registered shares, of which 8,791,857 are common shares
and 8,708,143 are preferred shares.

Dividends: The shares subscribed and paid-up in the capital
increase ratified today shall be fully entitled to monthly
Dividends and/or Interest on Own Capital, and possibly
complementary dividends and/or interest on own capital to be
declared as from the date the respective process is approved by
the Central Bank of Brazil. They shall also be fully entitled to
any advantages attributed to the other shares from the date of
the referred approval.

By deliberation taken in a proper meeting held on this date, the
Board of Directors of this Bank, immediately after the Annual
Stockholders' Meeting, which elected the members thereof, have
chosen to take office as its Chairman and Vice-Chairman, Mr.
Lazaro de Mello Brandao and Mr. Antonio Bornia, respectively.

These deliberations shall be effective after the necessary
approval of the process by the Central Bank of Brazil.

Sincerely yours,

Banco Bradesco S.A.
Jose Luiz Acar Pedro
Executive Vice President and
Investor Relations Director

SADIA: Anticipates Board Changes at Shareholders' Meeting
Sadia S.A. is announcing that changes to the Board of Directors
will be proposed at the next Ordinary General Shareholders'
Meeting, to be held in April 2005. Walter Fontana Filho, the
current CEO, will be appointed to the position of Chairman of
the Board of Directors. Eduardo Fontana d'Avila, the current
Director of Manufacturing, will be appointed for the position of
Vice-Chairman. Romano Ancelmo Fontana Filho and Os¢rio Henrique
Furlan, the current Chairman and Vice-Chairman, will remain on
the board as members.

After the approval of these proposed changes, the Board of
Directors will deliberate on the nomination of Gilberto Tomazoni
for the position of CEO. By way of background, Tomazoni is 46
ears old, has a degree in engineering and has been working at
Sadia for 22 years. He currently acts as the Company's Director
of Marketing and Sales.

         Rua Fortunato Ferraz, 659 - 2nd Floor
         05093-901 - Sao Paulo, SP Brazil
         Phone: 55 11 3649-3130
         Fax: 55 11 3649-1785
         Web site:

VARIG: Attacks Government Over Takeover Plans
Brazil's flagship airline Varig attacked the government Friday
for wanting to take over the embattled carrier, reports Dow
Jones Newswires.

"This effort makes no sense at a time when Varig is honoring its
commitments despite enormous difficulties," Varig said in a
statement a day after the lawmakers said Brazil's vice president
confirmed that a takeover was possible.

Vice President Jose Alencar reportedly told legislators that a
takeover is possible as long as it happens "within the limits of
the law."

Soon after the reports came out, Mr. Alencar said that the
government doesn't want to be in the business of running an

"What the government wants is a market solution reached through
negotiations with the company and new candidates to run it,"
said Mr. Alencar, who also runs Brazil's Defense Ministry, which
oversees civil aviation.

Varig is struggling under crushing debt estimated $3.5 billion.
It has been in operation for 70 years and is a source of deep
national pride, so analysts believe the government won't allow
it to go bankrupt.

CONTACT:  VARIG (Viacao Aerea Rio-Grandense, S.A.)
          Rua 18 de Novembro No. 800, Sao Joao
          90240-040 Porto Alegre,
          Rio Grande do Sul, Brazil
          Phone: (51) 358-7039/7040
                 (51) 358-7010/7042
          Fax: +55-51-358-7001
          Home Page:
              Dorival Ramos Schultz, EVP Finance and CFO

              Investor Relations:
              Av. Almirante Silvio de Noronha,
              n  365-Bloco "B" - s/458 / Centro
              Rio de Janeiro, Brazil

VASP: Court Puts Airline Under Government Intervention
A Sao Paulo judge ordered the government Thursday to take over
the management of cash-strapped airline Viacao Aerea de Sao
Paulo (VASP) for the next 12 months, says Reuters. Judge Lucio
Pereira de Souza issued the order following a lawsuit brought by
the employment ministry and air service and airline trades

The judge also froze all personal assets of VASP chief executive
Wagner Canhedo, who bought the company from the Brazilian state
of Sao Paulo in the early 1990s.

VASP stopped operating in January after being plagued for years
by debt, labor problems and an aging fleet. VASP's debts include
BRL760 million (US$281 million) to the government for unpaid
airport fees and BRL75 million (US$27 million) to 2,000


PACIFICTEL/ANDINATEL: America Movil Starts $32M Arbitration
State-owned carriers Andinatel and Pacifictel are now facing
arbitration proceedings brought by Mexican wireless giant
America Movil. Dow Jones Newswires reports that America Movil,
which operates in Ecuador through its unit Porta Celular, began
arbitration proceedings in the country to try and recoup US$32
million owed to it by the two state-owned carriers.

Daniel Bernal, who heads the legal department at Porta Celular,
said the debt corresponds to money collected by Andinatel and
Pacifictel from its clients for wireless interconnection fees.

The two fixed-line carriers established an accord with America
Movil in 2003 to make monthly payments but suspended those
payments in April of last year, he added.

The Arbitration Center of Quito's chamber of commerce will hear
the complaint. There is no deadline for a ruling but America
Movil is likely to turn to international arbitration if the
dispute isn't resolved domestically.

The company also indicated it may abandon its US$180-million
investment plan for Ecuador this year if the dispute isn't
resolved quickly.


DIRECTV: To Secure New Debt Financing
The DIRECTV Group, Inc. (NYSE:DTV) announced Friday that its
subsidiaries, DIRECTV Holdings LLC and DIRECTV Financing Co.,
Inc. (the "Issuers"), intend to enter into a new $2.0 billion
senior secured credit facility and issue up to $500 million
principal amount of unsecured senior notes. DIRECTV Group
expects that the new credit facility and notes offering will be
completed in early April.

The Issuers plan to use the proceeds of these financings to
repay and terminate the existing $1.26 billion senior secured
credit facility of DIRECTV Holdings and to repay an unsecured
promissory note in an aggregate principal amount of $875 million
owing to DIRECTV Group, with remaining proceeds to be available
for working capital or other purposes and to pay transaction

The terms of the new senior secured credit facility are still to
be determined, but it is expected that the new facility will be
secured by substantially all the assets of DIRECTV Holdings and
its subsidiaries, and will be guaranteed by all of its material
domestic subsidiaries. It is currently anticipated that $500
million of the facilities will be undrawn at closing.

The new senior notes will be unsecured indebtedness of the
Issuers guaranteed on a senior basis by all of DIRECTV Holdings'
material domestic subsidiaries. The senior notes will be sold to
qualified institutional buyers in reliance on Rule 144A, and
outside the United States in compliance with Regulation S under
the Securities Act. The senior notes initially will not be
registered under the Securities Act of 1933 or state securities
laws and may not be offered or sold in the United States without
registration unless an exemption from such registration is

The DIRECTV Group also announced that the Issuers intend to
redeem $490 million aggregate principal amount of their
outstanding 8-3/8% Senior Notes due 2013, representing 35% of
the $1.4 billion aggregate principal amount outstanding. The
Issuers expect to exercise their option to redeem a portion of
the notes using the proceeds of an equity investment that
DIRECTV Group intends to make in DIRECTV Holdings. The
redemption date will be established upon completion of the
refinancing referred to above, or upon obtaining necessary
waivers under the existing senior secured credit agreement.
DIRECTV Group presently anticipates that the redemption date
will occur in early May. In accordance with the terms of the
indenture governing the notes, the redemption price will be
108.375% of the principal amount, plus accrued and unpaid

The trustee for the outstanding senior notes is The Bank of New
York, telephone 213-630-6176.

This announcement is neither an offering of securities nor a
request nor an offer for tender of securities of The DIRECTV
Group, Inc. or the Issuers.

About DirecTV

The DIRECTV Group, Inc. is a world-leading provider of digital
multi-channel television entertainment, broadband satellite
networks and services. The DIRECTV Group, Inc. is 34 percent
owned by Fox Entertainment Group, which is approximately 82
percent owned by News Corporation.

         Mr. Bob Marsocci
         Phone: (310) 726-4656
         Web site:

NII HOLDINGS: Increases Number of Subscribers in 2004 by 92%
NII Holdings, Inc. (Nasdaq: NIHD) announced Friday its
preliminary consolidated financial results for the full year and
fourth quarter 2004. The results reported by the Company,
including the comparable 2003 restated results, are preliminary
pending completion of its amended filings and the 2004 financial
audit by the Company's independent registered public accounting
firm. For the full year 2004, the Company added a record 414,600
new subscribers to its network, a 92% increase as compared to
2003, bringing the total year-end subscriber base to 1.88
million. Preliminary financial results for the full year 2004
included consolidated operating revenues of $1.28 billion, up
36% as compared to the previous year.

The Company also reported preliminary operating income before
depreciation and amortization, or OIBDA, of $348 million for the
year, a 41% increase over the same period last year, and
estimated consolidated operating income of $251 million, an
increase of 50% over the same period last year. The Company also
estimates net income of $39 million, or $0.56 per basic share,
which includes a $6 million, or $0.09 per basic share loss for
the month of December 2003, which is reflected as a cumulative
effect of an accounting change. As of December 31, 2004, NII
Holdings had available cash and short term investment balances
of $369 million.

For the fourth quarter, the Company added 95,500 net
subscribers, a 25% increase as compared to last year.
Preliminary financial results for the fourth quarter 2004
included consolidated operating revenues of $363 million, a 38%
increase over the same period last year. The Company also
reported preliminary consolidated OIBDA for the fourth quarter
of $106 million and estimated consolidated operating income of
$81 million. Preliminary consolidated net income was $41
million, or $0.58 per basic share for the fourth quarter.

For the fourth quarter and effective for the full year 2004, the
Company eliminated its one-month lag financial reporting policy.
As such, the preliminary results presented for 2004 in this
press release are presented as they will be reported on a
calendar year basis. Comparing the Company's original guidance
with its 2004 results on a one-month lag basis, the Company
exceeded its 2004 guidance for revenues of $1.2 billion,
subscribers of 400,000, and OIBDA of $330 million. Additionally,
the Company was in line with its capital expenditure guidance of
$225 million on a one month lag basis. On a reported basis,
after eliminating the one month lag for the month of December
2003 and including the month of December 2004, the Company
reported fourth quarter and full-year 2004 capital expenditures
of $89 million and $250 million, respectively, due to
accelerating capital expenditure investments in December 2004 in
anticipation of an aggressive build plan in 2005.

Also for comparison purposes, the Company has included in this
press release a comparison of 2004 calendar year reported
results to pro-forma 2004 results on a one-month lag basis and
to its 2003 results.

NII Holdings' average monthly revenue per subscriber (ARPU) was
$57 for the fourth quarter and $55 for the full year 2004, up
from $53 last year. The Company also reported churn of 1.7% for
the fourth quarter and 1.8% for the full year 2004 -- a 60 basis
point improvement over the previous year. Consolidated cost per
gross add, or CPGA, was $338, flat with the prior year.

"2004 was a breakthrough year for NII Holdings. We significantly
exceeded all of our growth goals and expectations, in terms of
top-line growth, subscriber growth and operating cash flow,"
said Steve Shindler, NII Holdings' Chairman and CEO. "We
presented successful bids in the recently completed 800MHz
spectrum auction in Mexico, winning an average about 15MHz of
additional spectrum per basic service area and are poised to
expand and scale our largest and most profitable market. While
there are still legal disputes that need to be resolved before
the licenses are granted, we are hopeful that these issues will
be resolved in a favorable manner and within a reasonable
timetable. As we head into 2005, NII is in the sweet spot with
regard to significantly growing its business through expansion
into new markets in Mexico and Brazil, as well as capitalizing
on its strengths in attracting and retaining the highest value
wireless customers in its Latin American markets."

"Our relentless focus on customer satisfaction resulted in year-
over-year improvements in churn," said Lo van Gemert, NII's
President and COO. "We continued to drive churn lower in all of
our markets, leading to churn of 1.7% in the fourth quarter of
2004. We significantly grew our subscriber base, adding almost
415,000 net subscribers to our network, while increasing ARPU by
$2 and holding our cost per gross addition flat."

During the year, NII executed several financing transactions to
improve its capital structure and reduce its exposure to foreign
exchange risks. In the first quarter of 2004, the company raised
about $292 million in net proceeds through a 2 7/8% convertible
notes offering. Proceeds from this transaction were used to pay
down it's remaining vendor debt and to complete a tender offer
for its 13% senior note obligations. On October 27, 2004, the
Company also closed on a $250 million, five year syndicated loan
facility in Mexico. And in November 2004, the Company entered
into a $120 million foreign currency hedge program that
effectively provides currency insurance for a significant
portion of its dollar-based purchases of network equipment and
handsets. With $369 million in cash and short term investments
at December 31, 2004, the Company had a net debt to 2004 OIBDA
of about 0.7 times.

    2005 Guidance
    The Company also announced the following guidance for 2005:

-- Net subscriber additions of 475,000 - resulting in a 25%
increase in the subscriber base

-- Operating revenues of $1.55 billion - a 21% increase over

-- Operating income before depreciation and amortization of $450
million - nearly a 30% increase over 2004

-- Capital expenditures of $350 million for the full year,
including additional capital expenditures related to the
expansion in Mexico and Brazil

The above guidance includes approximately $25 million of
additional operating expenses and $125 million of additional
capital expenditures related to the launch of six new cities in
Mexico and six new cities in Brazil in the second half of 2005.
If completed in 2005, the Company's covered pops in Mexico will
increase by nearly 5.5 million to about 46 million, increasing
our GDP coverage to about 70%. Additionally, Brazil's covered
pops will increase by 12.5 million to approximately 56 million
pops, representing nearly 50% of the GDP.

This guidance is predicated on reasonably stable foreign
exchange rates, subscriber growth assumptions and the timing and
ability to access the spectrum won in the recent 800 MHz
spectrum auction in Mexico.

This guidance is forward looking and is based upon management's
current beliefs, as well as a number of assumptions concerning
future events, and as such, should be taken in the context of
the risks and uncertainties outlined in the SEC filings of NII
Holdings, Inc., including NII's annual report on Form 10-K for
the year ended December 31, 2003 and it's subsequent 2004
quarterly reports on Form 10-Q.

In addition to the preliminary results prepared in accordance
with accounting principles generally accepted in the United
States (GAAP) provided throughout this press release, NII has
presented consolidated operating income before depreciation and
amortization, ARPU, CPGA, and net debt to OIBDA which are non-
GAAP financial measures and should be considered in addition to,
but not as substitutes for, the information prepared in
accordance with GAAP. Reconciliations from GAAP results to these
non-GAAP financial measures are provided in the notes to the
attached financial table. To view these and other
reconciliations of non-GAAP financial measures that the Company
uses and information about how to access the conference call
discussing NII's fourth quarter and 2004 full year results,
visit the investor relations link at

About NII Holdings, Inc.

NII Holdings, Inc., a publicly held company based in Reston,
Va., is a leading provider of mobile communications for business
customers in Latin America. NII Holdings, Inc. has operations in
Argentina, Brazil, Mexico and Peru, offering a fully integrated
wireless communications tool with digital cellular service,
text/numeric paging, wireless Internet access and Nextel Direct
Connect(R), a digital two-way radio feature. NII Holdings, Inc.
trades on the NASDAQ market under the symbol NIHD. Visit the
Company's website at

To see financial statements:

     NII Holdings, Inc.
     10700 Parkridge Blvd., Suite 600
     Reston, Va.  20191
     (703) 390-5100

     Investor Relations:
     Tim Perrott
     (703) 390-5113

     Media Relations:
     Claudia E. Restrepo
     (786) 251-7020

T R I N I D A D   &   T O B A G O

BWIA: Strategic Plan Moves to New Cabinet Sub-committee
The proposed restructuring of troubled national carrier BWIA
remains at a standstill as the Cabinet's Finance and General
purposes Committee deferred its decision on the matter and
instead asked a group of government ministers for a further
review of the airlines recovery plan.

The Trinidad Express reported Friday that while the newly formed
committee of cabinet ministers has been asked to report on its
findings as soon as possible, no deadline has been set for the
report. The government, however, recognizes that the BWIA's
restructuring is an urgent matter.

The sub-committee, hand-picked by Prime Minister Patrick
Manning, is composed of Government Ministers Dr. Lenny Saith,
Kenneth Valley, Dr. Keith Rowley, Franklin Khan, Attorney
General John Jeremie, Danny Montano and Christine Sahadeo. The
committee is expected to rely on experts for its evaluation of
BWIA's strategic plan.

         Phone: + 868 627 2942
         Home Page:


HSBC BANK: Fitch Upgrades Long-Term Debt After Sovereign Upgrade
Fitch Ratings has upgraded the long-term foreign currency
ratings of HSBC Bank [Uruguay: HSBC(uy)] to 'B+' from 'B'
following a similar action taken on Uruguay's sovereign ratings
earlier this week. At the same time, Fitch has upgraded HSBC
(uy)'s long-term national rating to 'AA(uy)' from 'AA-(uy)'. The
Outlook on both ratings is Stable. The bank's support rating of
'4' has also been affirmed.

The ratings assigned to HSBC(uy) reflect its good liquidity, as
well as the strength and backing of its shareholder, HSBC
Holdings plc. (Long-term foreign currency rating of 'AA-' with a
Positive Outlook by Fitch). In addition, the bank's weak asset
quality and operating performance are also considered.

At the end of 2004, HSBC(uy) reported assets and equity of
US$111.8 million and US$12 million, respectively.

The following rating actions were taken by Fitch:

HSBC Bank (Uruguay) S.A.

--Long-term foreign currency rating upgraded to 'B+' from 'B'
with a Stable Rating Outlook;

--National long-term ratings upgraded to 'AA(uy)' from 'AA-

--Support Rating affirmed at '4'.

CONTACTS:  Ana Gavuzzo +54 11 5235 8133, Buenos Aires
           Maria Fernanda Lopez +54 11 5235 8130, Buenos Aires
           Peter Shaw +1-212-908-0553, New York
           Linda Hammel +1-212-908-0303, New York

MEDIA RELATIONS: Brian Bertsch +1-212-908-0549, New York


PDVSA: S&P Explains CITGO's Ratings on Relative Strength


The ratings on Houston, Texas-based CITGO Petroleum Corp.
reflect the company's competitive position in the highly
cyclical and capital-intensive U.S. refining and marketing
industry, a somewhat aggressive debt burden, and risks
associated with its ownership by Petroleos de Venezuela S.A.
(PDVSA), the national oil company of Venezuela, which constrains
the ratings at CITGO.

CITGO holds and operates several of PDVSA's U.S. refining and
marketing operations, which include three wholly owned fuel
refineries, two asphalt refineries, and (in a nonoperating
position) its 42% interest in the Lyondell-CITGO Refining L.P.
joint venture. The gross crude capacity of CITGO's refineries is
about 1.02 million barrels per day (bpd)--net crude capacity was
865,000 bpd--placing it among the largest refiners in the U.S.
The company has supply arrangements with more than 14,000
branded service stations mainly east of the Rocky Mountains.
CITGO does not own the stations, however, and thus does not
benefit materially from convenience store and other nonfuel
revenue, and its financial performance is dominated by the
refining operations.

The competitive strengths of the refining operations are its
ability to process large volumes of heavy, sour crude oils,
which trade at sharp discounts to better-quality crude oil, into
high-margin products and large average unit sizes that translate
into economies of scale. As a result, CITGO is a critical link
in PDVSA's vertically integrated business. The refiner's
profitability is limited by the concentration of its operations
in the highly competitive Gulf Coast market, which usually has
the lowest margins in the U.S.

Standard & Poor's applies a higher rating to CITGO than to PDVSA
because of the relative strength of the refiner's financial
profile, the covenant protection in CITGO's financing
arrangements, and the asset protection afforded to CITGO
creditors if CITGO defaults for PDVSA-specific reasons (i.e., a
Venezuela sovereign default). Nevertheless, Standard & Poor's
believes that CITGO could be challenged by events surrounding

To mitigate the boom-and-bust nature of refining margins, CITGO
has entered into long-term crude oil supply contracts with
PDVSA, which have margin-stabilization provisions. As such,
CITGO's cash flows are significantly less volatile than that of
its peer group. However, adverse changes to these contracts can
trigger events of default under CITGO's financing arrangements.
(The adverse-change provisions are not included in CITGO's
public bonds, but are included in its bank credit financings and
private placements.) Standard & Poor's views these contracts as
favorable to CITGO's credit quality and, all else being equal,
could take negative actions on CITGO's rating, if eliminated.

CITGO remains highly dependent on PDVSA not merely through the
ties of ownership, but also because PDVSA is CITGO's largest
crude supplier. Changes in crude deliveries can have severe
consequences for CITGO's financial performance because heavy
crude oils with similar margins as Venezuelan crude may not be
available in the market. CITGO is particularly vulnerable
because much of the refiner's crude is delivered under very
favorable trade credit terms (30 days). As such, Standard &
Poor's incorporates the risk of the refiner suffering from
PDVSA's potential operating and financial difficulties into
CITGO's ratings. The effect of the sale by PDVSA on CITGO's
ratings would depend on the form the sale took, and on whether
CITGO retained the crude supply contracts with Venezuela.

While the intermediate-term outlook for refining margins is
generally favorable, CITGO still faces significant challenges,
primarily the funding of about $820 million (through 2008) of
required investments to meet clean-fuel standards. CITGO's funds
from operations (FFO) should average about $600 million per year
(translating into about 28% FFO to total debt and less than 5%
free operating cash flow to total debt), but volatile margins
and working-capital requirements can cause actual cash available
for capital investment and debt service to vary widely. (Annual
FFO since 2002 has ranged from about $200 million to about $1
billion.) Standard & Poor's expects CITGO to generate
substantial operating cash flow relative to planned capital
expenditures in 2004. However, Standard & Poor's also expects
much free cash flow to be returned to PDVSA through dividends.


CITGO's has strong liquidity, mainly due to favorable refining
margins. As of Sept. 30, 2004, CITGO had unrestricted cash
balances of about $470 million, through a dividend paid to PDVSA
at year-end reduced cash on hand by $400 million. Available
bank-borrowing capacity totaled about $260 million, and CITGO
has no borrowings on its $275 million accounts-receivable
conduit. The company's next sizable maturing debt is in 2006,
when about $200 million comes due. CITGO recently repaid a $200
million secured term loan from its cash balances, which climbed
during 2004 as a result of strong cash flow.

CITGO should be self-financing during most phases of the
refining cycle, assuming that CITGO's crude supply from
Venezuela is not interrupted. Under average cyclical margins,
CITGO's FFO should be sufficient to fund future capital
expenditures, which the company estimates will average about
$500 million per year through 2007. However, the volatile and
cyclical nature of refining margins may cause CITGO to
periodically draw on its bank credit facilities to fund ongoing
working-capital and capital-investment requirements. In a severe
cyclical downturn, CITGO's annual cash needs (assuming the
refinancing of debt maturities) are unlikely to exceed $300


The outlook on CITGO is stable. Future rating changes will be
linked to ratings changes on PDVSA. Presently, PDVSA ratings
limit CITGO's credit rating despite a financial profile that
would be commensurate with a higher rating level and ratings
improvement is unlikely under existing ownership. Factors that
could result in lower ratings include an extended period of
reduced refining margins, unscheduled equipment outages, and
overspending operating cash flow, each of which would negatively
affect the company's business and financial profiles.

Primary Credit Analyst: Ben Tsocanos, New York (1) 212-438-1995;

PDVSA: Citgo Sale Plan Spurs Another Investigation
Venezuelan President Hugo Chavez's plan to sell some of the
refineries owned by state oil firm PDVSA's US-based refining
subsidiary Citgo has prompted another inquiry. According to
Business News Americas, the National Assembly will launch an
inquest into the president's plan to determine Citgo's
profitability and strategic value.

This latest inquest comes after former Citgo president Luis
Marin testified before the National Assembly that Citgo is
profitable, making almost US$600 million a year on total revenue
of slightly more than US$1 billion.

The testimony contradicts the declaration given by Chavez in
February. The President said at the time that some of Citgo's
nine refineries and asphalt plants could be sold, since the
subsidiary is a money loser for Venezuela, mainly due to the
terms of several crude supply contracts to operators such as

The first inquest, which opened a month ago, is still in
process. It has to do with alleged mismanagement at the company
as well as at PDVSA Services, which purchases goods and services
for PDVSA and Citgo.


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 2005.  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
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Information contained herein is obtained from sources believed
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