TCRLA_Public/050405.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

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

             Tuesday, April 5, 2005, Vol. 6, Issue 66

                            Headlines

A R G E N T I N A

AEBA COOPERATIVA: Enters Bankruptcy on Court Orders
AGROPECUARIA SUDESTE: Court OKs Creditor's Bankruptcy Petition
ALUNAMAR S.A.: Proceeding With Reorganization
CINCO HERMANOS: Court Declares Company Bankrupt
HUMBERTO NICOLAS: Gets Court Approval for Reorganization

LA TRIBU: Court Grants Reorganization Plea
OBRA SOCIAL: Reports Submission Deadline Set
PAN AMERICAN ENERGY: S&P Ups Ratings on Improved Performance
PETROBRAS ENERGIA: S&P Ups Foreign Currency Rating to 'B'
RUNESMAR ALIMENTICIA: Court Declares Company Bankrupt


B E R M U D A

ANNUITY & LIFE: Board OKs Changes to Compensation Structure
ELAN FINANCE: Names Robin Mayor as Liquidator
HAMILTONIAN HOTEL: Creditor Files Motion to Wind-Up
INTELSAT: Satellite Connects Firestone to Costumers
SPUTNIK VII MANAGEMENT: Member Opts for Voluntary Liquidation


B R A Z I L

CSN: BNDES Acquires 5.79% Stake
GERDAU: Issues 50% Stock Dividend
NET SERVICOS: Moody's Ups Senior Implied Rating To B3 From Ca
TCP: Shareholders Approve Reverse Stock Split


M E X I C O

AOL LATIN AMERICA: Delists From Nasdaq
CINTRA: Asur Rules Out Bid for Airlines
CYDSA: Carbon Reduction Program Obtains Approval From Semarnat
GRUPO IUSACELL: Clarifies BMV Stock Movement
GRUPO TMM: Closes Sale of TFM Stake to KCS

NII HOLDINGS: Announces Convertibility of Convertible Notes
PEMEX: Bankruptcy Hovers on Horizon
PEMEX: Semarnat Reveals Negative Report on Performance
PEMEX: Plans $1.8B Bond Issuance in the 2Q04
TFM: KCS Announces Note Tender Offer, Consent Solicitation

TFM: KCS Announces Closing of Transaction; Naming of Interim CEO
TV AZTECA: Salinas Mulls Merger, Reorganization


P E R U

* PERU: Receives $25M IMF Loan for Agricultural Development


U R U G U A Y

UTE: Raises Tariffs Amid Threat of Water Shortage


V E N E Z U E L A

PDVSA: To Finalize Review of Operating Agreements By Month's End
SIVENSA: Board Report for Special Shareholders' Meeting

     -  -  -  -  -  -  -  -

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

AEBA COOPERATIVA: Enters Bankruptcy on Court Orders
---------------------------------------------------
Aeba Cooperativa de Credito Consumo y Vivienda Ltda. Enters
bankruptcy protection after Court No. 26 of Buenos Aires' civil
and commercial tribunal, with the assistance of Clerk No. 52,
ordered the Company's liquidation. The order effectively
transfers control of the Company's assets to a court-appointed
trustee who will supervise the liquidation proceedings.

Infobae reports that the court selected Mr. Hugo Pantaleo as
trustee. Mr. Pantaleo will be verifying creditors' proofs of
claims until the end of the verification phase on May 13.

Argentine bankruptcy law requires the trustee to provide the
court with individual reports on the forwarded claims and a
general report containing an audit of the Company's accounting
and business records. The individual reports will be submitted
on June 28 followed by the general report, which is due on
August 24.

CONTACT: Aeba Cooperativa de Credito Consumo y Vivienda Ltda.
         Florida 169
         Buenos Aires

         Mr. Hugo Pantaleo, Trustee
         Avda Corrientes 1450
         Buenos Aires


AGROPECUARIA SUDESTE: Court OKs Creditor's Bankruptcy Petition
--------------------------------------------------------------
Mr. Diego Gibert successfully sought the bankruptcy of
Agropecuaria del Sudeste S.A. after Court No. 19 of Buenos
Aires' civil and commercial tribunal declared the Company
"Quiebra," reports La Nacion.

As such, the agricultural company will now start the process
with Mr. Carlos Wulff as trustee. Creditors must submit proof of
their claims to the trustee by May 12 for authentication.
Failure to do so will mean a disqualification from the payments
that will be made after the Company's assets are liquidated.

The creditor requested the Company's liquidation after the
latter failed to pay debts amounting to US$52,644.58.

The city's Clerk No. 19 assists the court on the case that will
end with the liquidation of all of its assets.

CONTACT: Agropecuaria del Sudeste S.A.
         Avenida Corrientes 6002
         Buenos Aires

         Mr. Carlos Wulff, Trustee
         Virrey del Pino 2354
         Buenos Aires


ALUNAMAR S.A.: Proceeding With Reorganization
---------------------------------------------
Court No. 24 of Buenos Aires' civil and commercial tribunal
approved the "Concurso Preventivo" petition filed by Alunamar
S.A., reports local news source La Nacion.

The fishing company, which listed assets of US$352,757.83 and
liabilities of US$684,027.64, will undergo reorganization under
the supervision of court-appointed trustee, "Estudio Mendez -
Scolnik y Asociados."

The firm will verify creditors' proofs of claim until June 15.
Verifications are done to ascertain the nature and amount of the
Company's debts. The Company is also scheduled to present a
completed settlement plan to its creditors during the
informative assembly on February 10 next year.

The city's Clerk No. 47 assists the court on the case that will
close with the sale of all the Company's assets.

CONTACT: Alunamar S.A.
         Hipolito Yrigoyen 1116
         Buenos Aires

         "Estudio Mendez -Scolnik y Asociados"
         Trustee
         Avenida Segurola 1791
         Buenos Aires


CINCO HERMANOS: Court Declares Company Bankrupt
-----------------------------------------------
Court No. 13 of Buenos Aires' civil and commercial tribunal
declared local Company Cinco Hermanos S.A. bankrupt, relates
Infobae.

The Company will undergo the bankruptcy process with Mr. Maximo
C. A. Piccinelli as trustee. Creditors are required to present
their proofs of claims to the trustee for verification before
May 27. Creditors who fail to have their claims authenticated by
the said date will be disqualified from the payments that will
be made after the Company's assets are liquidated at the end of
the bankruptcy process.

Clerk No. 26 assists the court on the case.

CONTACT: Mr. Maximo C.A. Piccinelli
         Montevideo 666
         Buenos Aires


HUMBERTO NICOLAS: Gets Court Approval for Reorganization
--------------------------------------------------------
Humberto Nicolas Fontana S.A.C. will begin reorganization
following the approval of its petition by Court No. 3 of Buenos
Aires' civil and commercial tribunal. The opening of the
reorganization will allow the Company to negotiate a settlement
with its creditors in order to avoid a straight liquidation.

Mr. Fernando Jose Marziale will oversee the reorganization
proceedings as the court-appointed trustee. He will verify
creditors' claims until May 23. The validated claims will be
presented in court as individual reports on June 6.

Mr. Marziale is also required by the court to submit a general
report essentially auditing the Company's accounting and
business records as well as summarizing important events
pertaining to the reorganization. The report will be presented
in court on September 1.

An Informative Assembly, the final stage of a reorganization
where the settlement proposal is presented to the Company's
creditors for approval, is scheduled on June 13, 2006.

Clerk No. 6 assists the court on this case.

CONTACT: Mr. Fernando Jose Marziale, Trustee
         Avda Callao 930
         Buenos Aires


LA TRIBU: Court Grants Reorganization Plea
------------------------------------------
La Tribu S.R.L. successfully petitioned for reorganization after
Court No. 19 of Buenos Aires' civil and commercial tribunal
issued a resolution opening the Company's insolvency
proceedings.

Under insolvency protection, the Company will continue to manage
its assets subject to certain conditions imposed by Argentine
law and the oversight of a court-appointed trustee.

Infobae relates that Mr. Carlos Enrique Wulff will serve as
trustee during the course of the reorganization. The trustee
will be accepting creditors' proofs of claims for verification
until April 29.

After verifications, the trustee will prepare the individual
reports and submit it in court on June 13. He will also present
a general report for court review on August 9.

The Company will endorse the settlement proposal, drafted from
the submitted claims, for approval by the creditors during the
informative assembly scheduled on February 14, 2006.

CONTACT: Mr. Carlos Enrique Wulff, Trustee
         Virrey del Pino 2354
         Buenos Aires


OBRA SOCIAL: Reports Submission Deadline Set
--------------------------------------------
Mr. Alfredo Donatti, the trustee assigned to supervise the
liquidation of Obra Social Federal de la Federacion Nacional de
Trabajadores de Obras Sanitarias, will submit the validated
individual claims for court approval on August 1. These reports
explain the basis for the accepted and rejected claims. The
trustee will also submit a general report of the case on
September 14.

Infobae reports that Court No. 6 of Buenos Aires' civil and
commercial tribunal has jurisdiction over this bankruptcy case.
The city's Clerk No. 12 assists the court with the proceedings.

CONTACT: Mr. Alfredo Donatti, Trustee
         Montevideo 31
         Buenos Aires


PAN AMERICAN ENERGY: S&P Ups Ratings on Improved Performance
------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term local
and foreign currency corporate credit ratings on Pan American
Energy LLC (PAE) to 'B+' from 'B'. The outlook on the local
currency rating is positive; the outlook on the foreign currency
rating is stable. U.S.-incorporated PAE is 60% owned by BP PLC
(AA+/Stable/A-1+) and 40% by Bridas Corp. BP is one of the
largest integrated oil and gas companies in the world, with a
large reserve base of 14.5 billion barrels of oil equivalent
(boe) as of December 2004. PAE had US$655 million in total debt
outstanding at Sept. 30, 2004.

The upgrade is based on our perceptions of a strengthening of
the economic and operating environments in Argentina and more
specifically on expectations that PAE will continue to show
sound financial and operating performance despite the still
challenging conditions in the country and a certain degree of
sovereign intervention.

The ratings on Argentina-based oil and gas producer PAE reflect
its heavy concentration in Argentina, exposing the Company to
the risks of operating under a highly uncertain and rapidly
changing economic and regulatory environment, as well as a
significant need for capital expenditures to develop its large
reserve base. The ratings also reflect the Company's relatively
large reserve base, low operating costs, outstanding credit
measures, and a very sound financial profile despite the
Argentine economic crisis since 2001.

PAE's foreign currency rating is two notches above the expected
rating on Argentina once the sovereign restructuring has been
concluded, which we have indicated will be 'B-'. PAE's foreign
currency rating reflects our current views on transfer and
convertibility risk in Argentina, PAE's partial insulation from
Argentine transfer and convertibility risk due to its
substantial foreign currency generation (57% of revenues are
from exports or offshore operations), the preferred export
repatriation requirement granted to Argentine oil and gas
companies throughout the crisis that allowed the Company to
access offshore cash, a moderate financial policy, and strong
financial statistics for the rating category.

PAE's operations are concentrated in Argentina, where the
Company holds 67% of its proved reserves and generates more than
90% of its production. However, PAE has started diversifying by
adding Bolivian reserves and production. As a result of the
geographic location of reserves and production, "we consider
country risk to be one of the main determinants of the Company's
credit quality, as PAE's business position is strongly affected
by the uncertainties of the regulatory and institutional
environments in Argentina and Bolivia," said Standard & Poor's
credit analyst Pablo Lutereau. "These weaknesses in the business
profile are mitigated at the current rating category by a very
competitive cost structure, sound management, and a very
important reserve base that the Company has been bringing into
production despite the challenging conditions of the past few
years," he added.

The positive outlook on the local currency rating reflects our
expectations that if PAE maintains solid operating and financial
performance, and the perception of Argentina's institutional
risk continues to decrease, the ratings could be raised. From an
operating performance, we expect the Company to be able to
increase production by 10% in the next two years while being
able to fully replace reserves. We also expect PAE's operating
performance to translate into free operating cash to net debt in
excess of 15% and EBITDA interest coverage above 7x, even with
realization prices 30% lower than those observed in 2004.
Raising the rating to 'BB-' would also require an improvement in
the debt maturity profile, lengthening the average life of PAE's
indebtedness. The outlook could be reevaluated (and the ratings
could be lowered) following additional intervention by the
government, which could seriously jeopardize the Company's
profitability and cash flow generation ability.

The stable outlook on the foreign currency rating stems from our
current views on transfer and convertibility risk in Argentina.

Primary Credit Analyst: Pablo Lutereau, Buenos Aires
(54) 114-891-2125; pablo_lutereau@standardandpoors.com


PETROBRAS ENERGIA: S&P Ups Foreign Currency Rating to 'B'
---------------------------------------------------------
Standard & Poor's Ratings Services raised its foreign currency
rating on Petrobras Energia S.A. (PESA) to 'B' from 'B-' and
removed it from CreditWatch, where it had been placed on Dec.
28, 2004. The outlook is positive.

PESA, an Argentine-based subsidiary of Petroleos Brasileiros
S.A. (Petrobras), is the third-largest oil and gas production
Company in the country and is involved in several energy-related
businesses in Argentina, Ecuador, Venezuela, and Bolivia, among
other countries. PESA has US$2 billion in total debt
outstanding.

"The rating action is based on our perception of increasing
economic incentives for Petrobras to support its subsidiary,"
said Standard & Poor's credit analyst Luciano Gremone. In light
of the cross-default clauses between Petrobras and PESA, the
merger of most of Petrobras's Argentine operations under PESA
and the interCompany US$200 million loan granted in February
2005 show a higher commitment from Petrobras to PESA and enhance
PESA's financial flexibility.

The ratings on PESA reflect its relatively aggressive financial
profile, significant need for capital expenditures (to develop
its large reserve base and increase production levels), high
exposure to the Republic of Argentina's uncertain and rapidly
changing economic and regulatory rules, and the uncertainties
surrounding the utility business in which the Company
participates.

The positive outlook reflects our expectations that if the
Company can successfully increase production and reduce
leverage, Petrobras would have additional economic incentives to
support it, and therefore, the ratings could be raised. We
expect PESA to increase crude oil production by at least 5% in
the next two years. In addition, we expect PESA to generate
positive free operating cash flow that allows for significant
debt reduction, particularly in 2005, while improving the
maturity profile. Ratings could come under pressure if we
perceive increased government intervention that could materially
jeopardize the Company's profitability and cash generation
ability, thereby reducing the parent's incentive to support it.

Primary Credit Analyst: Pablo Lutereau, Buenos Aires
(54) 114-891-2125; pablo_lutereau@standardandpoors.com

Secondary Credit Analyst: Luciano Gremone, Buenos Aires
(54) 11-4891-2143; luciano_gremone@standardandpoors.com


RUNESMAR ALIMENTICIA: Court Declares Company Bankrupt
-----------------------------------------------------
Court No. 21 of Buenos Aires' civil and commercial tribunal
declared local Company Runesmar Alimenticia S.A. "Quiebra",
relates La Nacion. The court approved the bankruptcy petition
filed by Lacien Pozo del Molle S.A., whom the Company has debts
amounting to US$16,466.74.

The Company will undergo the bankruptcy process with Ms. Ana
Calzada Percivale as trustee. Creditors are required to present
proofs of their claims to Ms. Percivale for verification before
August 4. Creditors who fail to submit the required documents by
the said date will not qualify for any post-liquidation
distributions.

Clerk No. 21 assists the court on the case.

CONTACT: Runesmar Alimenticia S.A.
         Avenida Corrientes 1965
         Buenos Aires

         Ms. Ana Calzada Percivale, Trustee
         Avenida San Martin 2805
         Buenos Aires



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

ANNUITY & LIFE: Board OKs Changes to Compensation Structure
-----------------------------------------------------------
In August 2004, due in part to several contingencies then facing
Annuity and Life Re (Holdings), Ltd. (the "Company"), the Board
of Directors (the "Board") of the Company reduced the cash
compensation payable to non-employee members of the Board. Since
August 2004, non-employee members of the Board have been
entitled to receive $15,000 per annum and $1,500 per Board and
committee meeting attended, up to a maximum of $6,000 for all
such Board meetings attended between Annual General Meetings of
the Company's shareholders, and up to a maximum of $6,000 for
all meetings of each committee attended during the same period.
The Chairman of the Board and each Committee Chairman have been
entitled to receive an additional $500 for each meeting chaired,
up to a maximum of an additional $2,000 for all Board meetings
chaired during such period and up to a maximum of an additional
$2,000 per committee for all committee meetings chaired.

Due to, among other things, the increased number of Board and
committee meetings held in recent months and the uncertainty
regarding the timing of the Company's Annual General Meeting of
shareholders, the Board has concluded that the current
compensation structure for the Board's non-employee directors
may not function as intended.

In light of the foregoing and the resolution of several of the
contingencies that faced the Company at the time the current
compensation structure was adopted, on March 28, 2005, the Board
approved certain changes to the compensation structure for the
Company's non-employee directors to more closely resemble the
compensation structure that was in place prior to the adoption
of the current structure. Effective April 4, 2005, the Company's
non-employee directors will be paid a $25,000 annual cash
retainer each year on April 4 (or, if such date is not a
business day, on the next business day thereafter).

Also effective April 4, 2005, each non-employee director will be
entitled to receive $1,500 per Board and committee meeting
personally attended. The Chairman of the Board and each
Committee Chairman will be entitled to receive an additional
$500 for each such meeting chaired. The Company's non-employee
directors will not be compensated for attending telephonic
meetings. As before, at each Annual General Meeting of the
Company's shareholders, all directors whose terms are to
continue will receive immediately exercisable options to acquire
5,000 common shares of the Company, and all directors will
continue to be reimbursed for travel and other expenses incurred
in attending meetings of the Board or its committees.

CONTACT: Annuity & Life Re (Holdings), Ltd.
         Cumberland House
         1 Victoria St.
         P.O. Box HM 98
         Hamilton, HM AX
         Bermuda
         Phone: 441-296-7667


ELAN FINANCE: Names Robin Mayor as Liquidator
---------------------------------------------
          IN THE MATTER OF THE COMPANIES ACT 1981

                         And

            IN THE MATTER OF Elan Finance Ltd.

The Member of the Elan Finance Ltd., acting by written consent
without a meeting on March 29, 2005 passed the following
resolutions:

(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 Elan Finance Ltd., which is being voluntarily
wound up, are required, on or before 20th April, 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 lawyers (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 lawyers, 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 of Elan Finance Ltd.
will be held at the offices of Messrs. Conyers Dill & Pearman,
Clarendon House, Church Street, Hamilton, Bermuda on 11th May,
2005 at 9.30am, 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: Mr. Robin J. Mayor, Trustee
         Clarendon House
         Church Street
         Hamilton, Bermuda


HAMILTONIAN HOTEL: Creditor Files Motion to Wind-Up
---------------------------------------------------
      IN THE SUPREME COURT OF BERMUDA COMPANIES WINDING UP

             IN THE MATTER OF THE COMPANIES ACT 1981

                             And

      IN THE MATTER OF Hamiltonian Hotel & Island Club Ltd.

NOTICE IS HEREBY GIVEN that a Petition for the winding up of
Hamiltonian Hotel & Island Club Ltd. by the Supreme Court of
Bermuda was presented on March 22, 2005 to the said Court by
Global Construction Limited and that said Petition is directed
to be heard before the Court at 9.30 a.m. on the April 22, 2005;
and any creditor or contributory of the said Company desirous to
support or oppose the making of an order on the said Petition
may appear at the time of hearing by himself or his Counsel for
that purpose; and a copy of the Petition will be furnished to
any creditor or contributory of the said Company requiring the
same by the undersigned on payment of the regulated charge for
the same.

NOTE: Any person who intends to appear on the hearing of the
said Petition must serve on or send by post to the above-named,
notice in writing of his intention so to do. The notice must
state the name and address of the person, or, if a firm, the
name and address of the firm, and must be signed by the person
or firm, or his or their attorney (if any), and must be served,
or if posted, must be sent by post in sufficient time to reach
the above-named not later than 4.00 o'clock in the afternoon of
the 21st April, 2005.


INTELSAT: Satellite Connects Firestone to Costumers
---------------------------------------------------
Intelsat announced Friday that Firestone Communications has
expanded its use of the Intelsat Americas fleet for distribution
of cable programming in North America. The long-term contract,
to utilize a full transponder on IA-13, will give Firestone
Communications and its cable programming customers access to the
satellite's prime cable arc location at121ř W, and connectivity
to over 3,000 digital cable head-ends in the United States.

Firestone Communications is a rapidly growing media and
communications company offering a new, fully digital, state-of-
the-art network operations facility for programmers and
producers around the world. Accessing the IA-13 satellite allows
Firestone Communications to leverage the prime cable
distribution neighborhood on the satellite and significantly
expand its customers' viewing audiences.

"As we've grown our business, Intelsat's flexibility has
provided us with more bandwidth within its cable programmer
community, enabling us to better accommodate our customers'
needs," said Michael G. Fletcher, President of Firestone
Communications. "Intelsat now provides us with a full
transponder's capacity and power allowing us to cost-effectively
offer a full multiplex of cable channels."

Ramu Potarazu, COO of Intelsat, stated, "Intelsat is actively
committed to growing our video distribution community in the
cable arc where IA-13 is located. Customers such as Firestone
Communications help us achieve that growth as new cable channels
are added to its customer lineup. Emerging cable programmers
find immediate value in the cost-effective, turnkey program
distribution services provided by Firestone Communications and
Intelsat, which effectively lower market entry barriers and get
channels up and running quickly."

About Intelsat

As a global communications leader with 40 years of experience,
Intelsat helps service providers, broadcasters, corporations and
governments deliver information and entertainment anywhere in
the world, instantly, securely and reliably. Intelsat's global
reach and expanding solutions portfolio enable customers to
enhance their communications networks, venture into new markets
and grow their businesses with confidence.

About Firestone Communications

Firestone Communications, Inc., is a privately held media
Company based in Dallas-Ft. Worth, Texas. The Company launched
­SORPRESA! as its first digital channel offering which is
available on Cablevision, Comcast, Cox, Time Warner, and The
National Cable TV Cooperative. The Company's board of directors
includes Peter Lund, former President and Chief Executive
Officer, CBS Corp.; and Raymond Mason, former Chairman,
President and CEO, Charter Group.

CONTACT: Intelsat
         Phone: +1 202-944-7500
         E-mail: media.relations@intelsat.com


SPUTNIK VII MANAGEMENT: Member Opts for Voluntary Liquidation
-------------------------------------------------------------
             IN THE MATTER OF THE COMPANIES ACT 1981

                             And

         IN THE MATTER OF Sputnik VII Management, Ltd.

The Member of Sputnik VII Management, Ltd., acting by written
consent without a meeting on March 31, 2005 passed the following
resolutions:

(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 Sputnik VII Management, Ltd., which is being
voluntarily wound up, are required, on or before April 15, 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 lawyers (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 lawyers, 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 of Sputnik VII
Management, Ltd. will be held at the offices of Messrs. Conyers
Dill & Pearman, Clarendon House, Church Street, Hamilton,
Bermuda on May 2, 2005 at 9:30 a.m. 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: Mr. Robin J. Mayor, Liquidator
         Clarendon House
         Church Street
         Hamilton, Bermuda



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

CSN: BNDES Acquires 5.79% Stake
-------------------------------
Companhia Siderurgica Nacional does hereby inform shareholders
and the general public that BNDES Participacoes S.A. - BNDESPAR
is now owner of 5.79% of the Company's total and voting capital
stock, as a result of the exchange of the debentures of Vicunha
Siderurgia S.A. for shares of this Company which were owned by
Vicunha Siderurgia S.A., according to the terms and conditions
of the sixth tranche of the First Issue of Debentures of Vicunha
Siderurgia S.A. We also inform that there is a pending event
regarding the conversion of additional 1,464,815 shares, which
represent 0.51% of the Company's total and voting capital stock.

CONTACT: Companhia Siderurgica Nacional-CSN
         Av. Presidente Juscelino Kubitschek 1830
         Torre 1
         13 andar, Itaim Bibi
         Sao Paulo, SP 04543-900
         Brazil
         Web site: http://www.csn.com.br


GERDAU: Issues 50% Stock Dividend
---------------------------------
Shareholders of the Gerdau Group's two listed companies in
Brazil will have a greater number of shares available for
trading on the stock market as of April 12. This is the date set
for the payment of a stock dividend for holders of shares in
Metalurgica Gerdau S.A. and Gerdau S.A. The transaction entails
the conversion of reserves to capital stock and the issuance of
50 new shares for every 100 held in the respective companies.
The number of new shares to be issued will be calculated on the
basis of holdings on April 11.

"This stock dividend reflects the positive cycle in the steel
industry over recent years, which should continue in 2005," said
Osvaldo Schirmer, executive vice-president for finance and
investor relations director. "At the start of this year, demand
for steel on the international market has remained high and the
Gerdau Group's operations continue to demonstrate improved
performance in relation to the same period of 2004."

The basis for the transaction is the capitalization of
investment reserves and working capital from previous fiscal
years, which will result in an increase in capital stock for the
two companies. Metalurgica Gerdau S.A.'s capital stock will rise
to R$ 2.5 billion from R$ 1.7 billion, and Gerdau S.A.'s capital
stock to R$ 5.2 billion from R$ 3.5 billion. This stock dividend
will also give smaller investors greater access to shares in the
Group's companies, with the value of the standard lot being
reduced in proportion to the stock dividend paid. Yesterday,
March 30, Gerdau S.A. preferred shares were quoted at R$ 44.19
on the Sao Paulo Stock Exchange, with Metalurgica Gerdau S.A.
preferred shares at R$ 58.40.

CONTACT: Gerdau S.A.
         Press Office
         Phone: +55(51) 3323-2170
         E-mail: imprensa@gerdau.com.br
         Web site: http://www.gerdau.com.br


NET SERVICOS: Moody's Ups Senior Implied Rating To B3 From Ca
-------------------------------------------------------------
Moody's Investors Service has upgraded the senior implied rating
of Net Servicos de Comunicacao S.A. ("Net") to B3 from Ca,
following the completion of its financial restructuring program.
Concurrently, Moody's has also assigned a B3 rating to Net's
Senior Guaranteed Notes due in 2009. The rating outlook is
stable.

The upgrade is supported by Net's leading position in pay-TV in
Brazil and improved pro-forma (post financial restructuring)
credit metrics as it emerges from default. However, the rating
also incorporates the limited growth prospects for the Company's
main business as well as the challenges that the Company faces
in generating sufficient cash flow to meet the Company's
aggressive amortization schedule of its restructured debt. For a
more detailed discussion of the Senior Implied rating upgrade to
B3 and assignment of B3 to the Senior Guaranteed Notes due in
2009, please refer to Moody's press release of February 17,
2005.

Net Servicos de Comunicacao S.A. is the largest pay television
service provider in Brazil with approximately 1.4 million
subscribers. The Company maintains its headquarters in Sao
Paulo, Brazil.

CONTACT: Sao Paulo
         Mr. Richard Sippli
         Vice President - Senior Analyst
         Corporate Finance Group
         Moody's America Latina Ltda.
         Phone: 55-11-3443-7444

         New York
         Chee Mee Hu
         Senior Vice President
         Corporate Finance Group
         Moody's Investors Service
         JOURNALISTS: 212-553-0376
         SUBSCRIBERS: 212-553-1653


TCP: Shareholders Approve Reverse Stock Split
---------------------------------------------
                     NOTICE TO SHAREHOLDERS

We hereby notify the Shareholders that the following resolutions
were approved at the Extraordinary General Shareholders' Meeting
of Telesp Celular Participacoes S.A. ("Company") held on April
1, 2005:

I - The proposal for reverse split of all shares of the capital
stock of the Company, in accordance with the terms of Article 12
of Law No. 6404/76, under the following conditions:

(i) A resolution was approved for a reverse split of all shares
of the capital stock of the Company in the proportion of two
thousand and five hundred (2,500) shares into one (1) share of
the same class, whereby the capital stock is now represented by
633,025,410 book-entry shares, with no par value, of which
221,158,772 are common shares and 411,866,638 are preferred
shares;

(ii) The objective of the reverse split is: (1) to adjust the
unit quotation value of the shares to a more adequate level from
a stock market perspective, since the quotation of the shares in
Reais gives greater visibility as compared with the price per
lot of one thousand (1,000) shares; (2) to unify the basis for
quoting the shares in the national and international markets,
since the shares are currently quoted in lots of one thousand
(1,000) shares in the national market - Sao Paulo Stock Exchange
("BOVESPA"), and in lots of two thousand and five hundred
(2,500) shares for each American Depositary Receipt ("ADR") in
the international market - New York Stock Exchange ("NYSE"),
responding also to a BOVESPA initiative; (3) to reduce
operational costs and increase the efficiency of the system for
registering information regarding the Company's shareholders;
and (4) to reduce the possibilities of information errors, thus
improving the services rendered to the Company's shareholders;

(iii) The shareholders will be entitled, during the period from
April 4, 2005 until May 3, 2005, in their sole discretion, to
adjust their stock positions, by class, into lots of two
thousand and five hundred (2,500) shares, by trading through
securities dealers authorized to operate by BOVESPA;

(iv) From May 4, 2005, the shares of the capital stock of the
Company will be traded exclusively on a unit basis and will be
quoted in Brazilian Reais (R$) per share;

(v) On May 20, 2005, the sum of fractional shares resulting from
the reverse split of shares will be sold at an auction on
BOVESPA. The fractional shares will be debited from the
shareholders' positions before the auction, and the sale
proceeds will be made available on May 31, 2005, in the name of
each holder of a fractional share, as follows:

(a) The shareholders should appear at a Banco ABN Amro S.A.
branch of their choice to receive the respective amounts;

(b) The amount corresponding to the shareholders who have their
shares in custody of CBLC - Brazilian Settlement and Custody
Company, will be directly credited to CBLC, which will transfer
the amounts to the shareholders through the custodial agents;
and

(c) For those shareholders whose shares are blocked or who do
not have an updated record, the amount will be retained by the
Company and made available to the applicable shareholder for
payment only upon presentation of documentation evidencing the
unblocking of the shares or identification for the record, as
the case may be.

The shares that will be offered in the auction referred to in
item I-(v) above have not been registered under U.S. Securities
Act of 1933, as amended (the "Securities Act"), and may not be
offered or sold in the United States of America or to any U.S.
person (as such term is defined in Regulation S under the
Securities Act), unless such securities are registered under the
Securities Act or an exception from the registration
requirements of the Securities Act applies.

(iv) From May 4, 2005 each ADR will represent one (1) preferred
share.

II - The proposal to amend Article 4 of the By-Laws, regarding
the authorized capital limit for the Board of Directors to
increase the capital stock of the Company, whereby the limit was
changed from up to one trillion and eight hundred billion
(1,800,000,000,000) shares, to up to seven hundred and twenty
million (720,000,000) shares, either common or preferred,
regardless of any amendment to the By-Laws.

CONTACT: VIVO - Investor Relations
         Phone: +55 11 5105-1172
         E-mail: ri@vivo.com.br
         Web site: http://www.vivo.com.br/ri



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

AOL LATIN AMERICA: Delists From Nasdaq
--------------------------------------
On March 30, 2005, America Online Latin America, Inc. ("AOLA")
notified the Nasdaq Stock Market that it was not in compliance
with the Audit Committee composition requirements as a result of
the resignation of Donna J. Hrinak, as noted below in Item
5.02(b). Donna J. Hrinak resigned as a member of the Board of
Directors of AOLA on March 28, 2005. Accordingly, AOLA does not
have an Audit Committee comprised of three independent directors
as required by Nasdaq. AOLA does not expect to be able to regain
compliance with this Nasdaq listing requirement.

CONTACT: America Online Latin America, Inc.
         6600 N. Andrews Ave.
         Suite 500
         Fort Lauderdale, FL 33309
         USA
         Phone: 954-229-2100


CINTRA: Asur Rules Out Bid for Airlines
---------------------------------------
Airport operator Asur will not participate in the bidding for
Cintra-controlled leading carriers Aeromexico and Mexicana de
Aviacion, Reuters reports, citing Asur CFO Adolfo Castro.

"I would say from the outset that it is of no interest to Asur,"
Castro said referring to the planned sale of the carriers.

In an interview with Reuters, Castro claimed Asur has the legal
right to own up to 5% of an airline but it will stick to its
core business and may need to expand its key Cancun terminal to
meet a surge in passenger traffic.

State-owned Cintra announced in February that Aeromexico and
Mexicana would be sold separately after an initial proposal to
merge the airlines was widely criticized because it would have
created a monopoly.

Under the new plan, Aeromexico will be sold with regional
airline Aeroliteral and Mexicana will be packaged with
Aerocaribe, a small unit now being turned into a no-frills, low-
cost carrier.

CONTACT: Cintra S.A. de C.V.
         Av Xola 535 piso 16 col. del Valle Mexico
         Phone: (5)448 - 8000
         E-mail: infocintra@cintra.com.mx
         Web site: http://www.cintra.com.mx


CYDSA: Carbon Reduction Program Obtains Approval From Semarnat
--------------------------------------------------------------
Environment ministry Semarnat has authorized industrial group
Cydsa (Grupo Celulosa y Derivados S.A.) to go ahead with a
program to capture up to 2Mt/y of carbon bioxide, reports
Business News Americas.

Semarnat head Alberto Cardenas presented the certificate, which
was issued by Mexico's committee for emissions reduction
projects.

Cydsa's project, which is scheduled to begin during the second
half of this year, represents the largest undertaking in Latin
America to capture carbon, Cardenas said.

In reducing greenhouse gases that otherwise would escape into
the atmosphere, Cydsa may be eligible to receive carbon emission
reduction certificates (CERs) as established in the Kyoto
protocol.

The CERs can be traded on the international market, with each
credit selling for US$4-$10. Cydsa hopes to generate 3.7 million
credits a year with the program, bringing into the Company
anywhere from US$148 million - 370 million in CER sales.

Cydsa, which produces textiles, industrial packaging, chemicals,
petrochemicals and plastics, and offers wastewater and
environmental management services, saw its net losses soar to
MXN1.08 billion (US$97.3 million) in 2004 from losses of MXN807
million (US$72.7 million) in 2003.

At the end of December 2004, the industrial group's debt reached
MXN4.78 billion (US$431 million), which compared favorably to
liabilities of MXN7.52 billion (US$677 million) at the end of
2003.

CONTACT:  Jose de Jesus Montemayor Castillo
          Chief Financial Officer
          +011-52-81-8152-4585
          URL: http://cydsa.com/Ingles/index.htm


GRUPO IUSACELL: Clarifies BMV Stock Movement
--------------------------------------------
Grupo Iusacell, S.A. de C.V., (BMV: CEL, NYSE: CEL), announced
that the Company does not have knowledge of some relevant event
that has motivated the movement of its shares negotiated in the
Mexican stock market (BMV) on March 2.

About Iusacell

Grupo Iusacell, S.A. de C.V. (Iusacell, NYSE and BMV: CEL) is a
wireless cellular and PCS service provider in Mexico
encompassing a total of approximately 92 million POPs,
representing approximately 90% of the country's total
population.

Independent of the negotiations towards the restructuring of its
debt, Iusacell reinforces its commitment with customers,
employees and suppliers and guarantees the highest quality
standards in its daily operations offering more and better voice
communication and data services through state-of-the-art
technology, such as its new 3G network, throughout all of the
regions in which it operates.

CONTACT: Grupo Iusacell, S.A. de C.V.
         Prolongacion Paseo de la Reforma 1236
         Colonia Santa Fe
         Delegacion Cuajimalpa
         Mexico, D.F. 05348
         Mexico

         Investor Contacts
         Mr. Jose Luis Riera K.
         Chief Financial Officer

         J. Victor Ferrer
         Finance Manager
         E-mail: vferrer@iusacell.com.mx

         Phone: +5255-5109-5927
               011-525-109-5754

         Web site: http://www.iusacell.com


GRUPO TMM: Closes Sale of TFM Stake to KCS
------------------------------------------
Grupo TMM, S.A. (BMV: TMM A and NYSE: TMM) announced Friday it
has closed the sale of its interest in Grupo TFM (TFM) to Kansas
City Southern (KCS).

As of the date, the sale of TFM to KCS is worth approximately
$600 million to TMM, which includes $200 million in cash, $47
million in a five percent promissory note that will be paid to
TMM in June 2007, 18 million shares of KCS common stock now
valued at over $355 million. An additional $110 million in cash
and stock will be paid by KCS upon completion of a settlement
involving the VAT and Put lawsuits.

About Grupo TMM:

Headquartered in Mexico City, Grupo TMM is a Latin American
multimodal transportation company. Through its branch offices
and network of subsidiary companies, Grupo TMM provides a
dynamic combination of ocean and land transportation services.

CONTACT: Grupo TMM
         Investor Relations
         Mr. Brad Skinner
         Phone: 011-525-55-629-8725
                203-247-2420
         E-mail: brad.skinner@tmm.com.mx

         Dresner Corporate Services
         General Investors

         Analysts and Media:
         Ms. Kristine Walczak
         Phone: 312-726-3600
         E-mail: kwalczak@dresnerco.com

         Proa/StructurA
         Media Relations:
         Mr. Marco Provencio
         Phone: 011-525-55-629-8708
                011-525-55-442-4948
         E-mail: mp@proa.structura.com.mx


NII HOLDINGS: Announces Convertibility of Convertible Notes
-----------------------------------------------------------
NII Holdings, Inc. (Nasdaq: NIHD) (the "Company") announced
Friday that its 3 1/2% Convertible Notes due 2033 (the "Notes")
issued pursuant to an indenture between the Company and
Wilmington Trust Company, as Trustee, dated September 16, 2003
(the "Indenture"), will be convertible pursuant to section
14.01(a)(i) of the Indenture for the fiscal quarter beginning
April 1, 2005 and ending June 30, 2005. Therefore, holders of
the Notes may convert the Notes into shares of the Company's
common stock during this period at the conversion rate then in
effect.

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 International
Direct Connect(SM), an extension of Direct Connect(SM), a radio
feature that allows Nextel subscribers to communicate instantly
and across national borders. NII Holdings, Inc. trades on the
Nasdaq market under the symbol NIHD.

Nextel, the Nextel logo, Nextel Online, Nextel Business Networks
and Nextel Direct Connect are trademarks and/or service marks of
Nextel Communications, Inc.

CONTACT: Investor Relations
         Mr. Tim Perrott
         Phone:(703) 390-5113
         E-mail: tim.perrott@nii.com

         Media Relations
         Ms. Claudia E. Restrepo
         Phone: (786) 251-7020
         E-mail: claudia.restrepo@nii.com
         Web site: http://www.nii.com


PEMEX: Bankruptcy Hovers on Horizon
-----------------------------------
State oil monopoly Petroleos Mexicanos (Pemex), which is
carrying a burden of US$86 billion in debt while more than 60%
of its sales go to the state in taxes, is facing the threat of
bankruptcy.

English IPS News suggests that the heavy tax burden and lack of
investment in upgrading infrastructure and exploration and
prospecting are among the main elements endangering the oil
company.

Pemex "is in crisis due to a tax regime that keeps it from
capitalizing on its resources, and is condemned to bankruptcy if
it does not receive fresh money and if its tax scheme is not
modified," said Eduardo Andrade, the president of the Mexican
Association of Electric Energy (AMEE), a private sector
organization that carries out research and provides advice to
university, business and government forums.

"If the outlook doesn't change, Mexico could stop producing oil
by 2015 and would depend on foreign suppliers," Andrade told
IPS.

Pemex has a pressing need of a new legal framework to make it
viable because the oil firm must reinvest its earnings in order
to prevent further deterioration and to boost output, he said.

Andrade also warned of the high risk involved in depriving the
Company of such a large share of its revenues, because operating
costs are steadily increasing, and "the future of the country's
energy industry is being mortgaged."


PEMEX: Semarnat Reveals Negative Report on Performance
------------------------------------------------------
Federal environmental agency Semarnat revealed that Pemex has
been hit with 17 fines totaling MXN1.9 million (US170,000) in
the first two months of 2005.

The fines, according to a copy of the Semarnat report obtained
by El Universal, represent twice the average amount levied
against other industrial entities in Mexico.

Semarnat also revealed that Pemex has been subject to three
forced facility closures for noncompliance with environmental
regulations. During inspections over the past 5 years, only 20%
of Pemex's facilities have been in 100% percent compliance with
federal environmental protection laws.

In addition, the agency reported that Pemex has submitted 317
project proposals for Semarnat's approval since January 2001. Of
those, 56 were denied for their potentially negative
environmental impact.


PEMEX: Plans $1.8B Bond Issuance in the 2Q04
--------------------------------------------
Pemex plans to issue up to MXN20 billion (US$1.8 billion) of
bonds during the second quarter of the year. Most of these bonds
will have variable interest rates, the Company said, adding the
bonds will be auctioned. Specific dates and amounts will be
announced closer to the time of respective issues.


TFM: KCS Announces Note Tender Offer, Consent Solicitation
----------------------------------------------------------
Kansas City Southern ("KCS") (NYSE:KSU) announced Friday that
its majority owned subsidiary, TFM, is commencing a cash tender
offer for any and all outstanding $443,500,000 aggregate
principal amount of 11.75% Senior Discount Debentures due 2009
(the "Notes") on the terms and subject to the conditions set
forth in TFM's Offer to Purchase and Consent Solicitation
Statement dated April 1, 2005. TFM is also soliciting consents
for amendments to the indenture under which the Notes were
issued. Holders who tender their Notes will be required to
consent to the proposed amendments and holders who consent will
be required to tender their Notes. Consummation of the Offer is
subject to the satisfaction of a number of conditions.

The Offer will expire at 12:00 midnight, New York City time, on
April 28, 2005, unless extended or earlier terminated (such date
and time, as they may be extended, the "Expiration Time").
Holders of Notes must tender their Notes at or prior to the
Expiration Time to receive the tender offer consideration. The
consent solicitation will expire at 5 p.m., New York City time,
on April 14, 2005, unless extended (such date and time, as they
may be extended, the "Consent Deadline"). Holders of Notes must
tender their Notes prior to the Consent Deadline to receive the
total consideration.

The total consideration for each $1,000 principal amount of
Notes tendered and accepted for payment pursuant to the Offer to
Purchase shall be $1,002.50, plus accrued interest, if any,
thereon from the most recent payment of semi-annual interest
preceding the applicable settlement date, to, but excluding,
such date. The total consideration consists of tender offer
consideration of $962.50 and a consent payment of $40 per $1,000
principal amount of Notes, payable to holders that validly
tender their Notes and give their consents for amendments to the
indenture prior to the Consent Deadline. Holders that validly
tender their Notes after the Consent Deadline and prior to the
Expiration Time will receive only the tender offer consideration
of $962.50 per $1,000 principal amount of Notes.

Notes and related consents may be withdrawn prior to the Consent
Deadline. Notes may not be withdrawn after the Consent Deadline
and delivery of written notice to the trustee for the Notes that
certain conditions have been met.

At any time after the Consent Deadline and prior to the
Expiration Time (such time, the "Optional Early Acceptance
Date"), TFM may elect to accept for payment all Notes validly
tendered prior to the Consent Deadline. TFM currently
anticipates that the Optional Early Acceptance Date will be
April 19, 2005. Payment for all Notes validly tendered prior to
the Consent Deadline will be made promptly following the
Optional Early Acceptance Date (the "Optional Early Settlement
Date"), if any.

By 9:00 a.m., New York City time, on the business day following
the Expiration Time (the "Final Acceptance Date"), TFM will
accept for payment any and all validly tendered Notes not
previously purchased, subject to the terms and conditions of the
Offer. Such payment will be made promptly following the Final
Acceptance Date (the "Final Settlement Date").

Once the proposed amendments to the indenture become effective,
the prior notice period for the issuance of a notice of
redemption with respect to the Notes will be reduced from a
minimum of 30 days to 3 days and TFM intends to call for
redemption any Notes not validly tendered at a price equal to
$1,000 for each $1,000 principal amount of Notes plus accrued
and unpaid interest. TFM expects such redemption to occur on the
Final Settlement Date.

Morgan Stanley & Co. Incorporated is the dealer manager and D.F.
King & Co, Inc. is the information agent for the Offer. Requests
for documentation should be directed to D.F. King & Co, Inc. at
800-488-8075 (toll free) (banks and brokerage firms please call
212-269-5550. Questions regarding the transaction should be
directed to Morgan Stanley & Co. Incorporated at 800-624-1808
(U.S. toll-free) or 212-761-1457 (collect), attention: Riccardo
Cumerlato.

This announcement is not an offer to purchase, a solicitation of
an offer to purchase or a solicitation of consent with respect
to any Notes. The Offer is being made solely by the Offer to
Purchase and related Solicitation of Consents dated April 1,
2005, which set forth the complete terms of the tender offer and
consent solicitation.

Headquartered in Kansas City, Mo., KCS is a transportation
holding company that has railroad investments in the U.S.,
Mexico and Panama. Its primary U.S. holdings include The Kansas
City Southern Railway Company, founded in 1887, and The Texas
Mexican Railway Company, founded in 1885, serving the central
and south central U.S. Its international holdings include a
controlling interest in TFM, S.A. de C.V., serving northeastern
and central Mexico and the port cities of Lazaro Cardenas,
Tampico and Veracruz, and a 50% interest in The Panama Canal
Railway Company, providing ocean-to-ocean freight and passenger
service along the Panama Canal. KCS' North American rail
holdings and strategic alliances are primary components of a
NAFTA Railway system, linking the commercial and industrial
centers of the U.S., Canada and Mexico.


TFM: KCS Announces Closing of Transaction; Naming of Interim CEO
----------------------------------------------------------------
Kansas City Southern (KCS)(NYSE:KSU) completed Friday its
purchase of the controlling interest in TFM, S.A. de C.V. (TFM)
from Grupo TMM, S.A. in accordance with the terms of the Amended
and Restated Acquisition Agreement. As a result, KCS now owns
all of the common stock of Grupo Transportacion Ferroviaria
Mexicana, S.A. de C.V. and controls all of the shares of TFM
entitled to full voting rights.

"This is an historic opportunity to create one of North
America's premier railroads," said Michael R. Haverty, KCS
chairman, president and chief executive officer. "TFM, Kansas
City Southern Railway and The Texas Mexican Railway Company
(TexMex) will now operate under common overall leadership,
creating a seamless transportation system that spans the heart
of North America."

The union of the three railroads under common ownership has
several inherent advantages for Mexico and the entire NAFTA
region including greater investment in cross-border
transportation infrastructure, the implementation of advanced
cargo tracing and tracking systems, improved border security,
and world-class employee training programs. The long-term result
will be more employment opportunities and greater overall
competitiveness in Mexico.

TFM will remain a Mexican corporation with Mexican leadership.
As of April 1, 2005, Vicente Corta Fernandez has assumed the
duties of TFM Interim CEO. "Vicente Corta is a skilled
negotiator and a natural leader," said Haverty. "He comes to TFM
as part of a distinguished career in government and private
business. We will all look to Vicente for leadership and
guidance as we work together to take TFM to the next level."

Vicente Corta is a partner in the law firm of White & Case S.C.
where he has proven a strong advocate for both public and
private sector clients. Before joining White & Case, Mr. Corta
served as President of Mexico's National Commission for the
Retirement Savings System (CONSAR). Prior to that, until August
2000, he was the Chief Executive Officer of the Institute for
Protection of Bank Savings (IPAB), Mexico's deposit insurance
and bank resolution agency. His tenure with the IPAB is best
remembered for his aggressive and effective steps to reform and
overhaul Mexico's banking system, including overseeing the
orderly resolution of approximately US$38 billion worth of
assets from troubled banks and directing the government takeover
of several of Mexico's unstable banks.

Before heading the IPAB, Mr. Corta held important posts at the
Mexican Ministry of Finance and Public Credit for almost a
decade. Mr. Corta will continue as a partner of White & Case
during his tenure as TFM Interim CEO .


TV AZTECA: Salinas Mulls Merger, Reorganization
-----------------------------------------------
TV Azteca (TZA) Chairman Ricardo Salinas is considering a merger
or other reorganization for the Mexican broadcasting giant,
according to a filing with the U.S. Securities and Exchange
Commission.

Salinas said he would consider selling off some Series A shares
on the open market through privately negotiated transactions,
tender offers, exchange offers, a merger or other
reorganization.

Salinas owns about 75.9% of the Company's A shares.

The filing comes in the wake of fraud charges made earlier in
the year by the SEC against Salinas and two other TV Azteca
executives related to a 2003 debt transaction in which the
chairman allegedly profited US$109 million.

The SEC alleged Salinas and the other executives took part in an
elaborate scheme in which Salinas bought debt owed to Nortel
Networks Corp. (NT) by Unefon, a TV Azteca cellular telephone
subsidiary. To conceal the deal, Salinas used a blind Mexican
trust to establish Codisco, a Delaware corporation that bought
the debt at a deep discount in mid-2003, the SEC alleged. Soon
after, the SEC said, Unefon paid the debt in full, producing
US$109 million in profit for Salinas.

CONTACT:  TV Azteca, S.A. de C.V.
          Periferico Sur No 4121
          Col Fuentes del Pedregal
          14141 Mexico D.F.



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

* PERU: Receives $25M IMF Loan for Agricultural Development
-----------------------------------------------------------
The World Bank's Board of Directors approved Thursday a $25
million loan for Peru to support the Government's program to
increase the productivity and competitiveness of the
agricultural sector in the country.

"This program reflects the Government of Peru's commitment to
increasing the profitability and competitiveness of the
agricultural sector in order to promote employment, increase
incomes, and reduce poverty in rural areas," said Marcelo
Giugale, World Bank director for Bolivia, Ecuador, Peru and
Venezuela. "Rural poverty is closely associated with low
agricultural productivity, so investing in agricultural
innovation will significantly narrow the technological gap and
provide small producers better access to markets."

The $25 million loan will support the Second Phase of the
Agricultural Research and Extension Program. This program will
contribute to the expansion, strengthening, and institutional
development of agricultural science and technological innovation
in Peru, so it is more inclusive, decentralized, and led by the
private sector.

The first phase of the project, which was supported by a $9.6
million World Bank loan approved in November 1999, has benefited
over 11,000 people -mostly small producers- and has attracted 86
private groups and 200 institutions who participate either as
partners or associates in the project.

Specifically, the new loan will support the following
activities:

Strengthen the market for innovation systems by supporting
producer organizations as beneficiaries of quality services, and
improving entrepreneurial capacity of private service providers.
This component will establish a Competitive Fund to co-finance
initiatives that reflect producer demands, including vulnerable
groups such as indigenous populations and women's organizations.
It will also co-finance local participant forums and training
workshops to improve the administrative and managerial capacity
of producers.

Strengthen agricultural research and technological development
for innovation by establishing support mechanisms for "centers
of excellence" in emerging areas of science and technology. It
will also support regional training programs in high-skill
innovation services that are critical to increasing the
competitiveness of the agricultural sector.

Develop the institutional capacity of the public sector to
formulate and implement agricultural innovation policy in
conjunction with the private sector, and regulate the quality of
the National Agricultural Innovation System. This component will
establish a Technological Innovation Policy Focal Point in the
Ministry of Agriculture, which will be responsible for the
policies of incentives and investments in science, technology
and innovations in the sector.

"The Bank's assistance seeks to moderate the overall decline in
public sector funding of agricultural research by stimulating
private sector funding and strengthening public institutions,"
said Matthew A. McMahon, World Bank task manager for the
project. "The project shows how the public and private sector
can work together in building a modern agricultural innovation
system in Peru."

The $25 million fixed-spread loan has a repayment period of 14
years, including eight years of grace.

CONTACTS: Washington:
          Ms. Alejandra Viveros
          Phone:(202) 473-4306
          E-mail: Aviveros@worldbank.org

          Lima:
          Ms. Sandra Arzubiaga
          Phone:(511) 615-0660
          E-mail: Sarzubiaga@worldbank.org



=============
U R U G U A Y
=============

UTE: Raises Tariffs Amid Threat of Water Shortage
-------------------------------------------------
State power company UTE increased tariffs 8.8% for residential
clients and 15% for commercial clients beginning April 1
following authorization from the government, reports Business
News Americas.

UTE VP Pedro De Aurrecochea explained that increases are
necessary because the country is facing a shortage of water for
its hydroelectric generation and fuel costs have increased in
light of internationally high oil prices.

He added that electricity imports from Brazil are subject to
change, making them an "uncertain" future supply.

UTE posted profit of US$70 million on revenues of US$497 million
in 2004. Net equity was US$2.16 billion at year-end.



=================
V E N E Z U E L A
=================

PDVSA: To Finalize Review of Operating Agreements By Month's End
----------------------------------------------------------------
State oil firm PDVSA expects to complete a review of its 32
operating agreements with private oil companies by the end of
the month, reports Business News Americas.

According to an unnamed PDVSA top-ranking official, the results
of the review will determine whether current contract terms,
which PDVSA president Rafael Ramirez said were detrimental to
Venezuela's national interest, should be modified to better
serve PDVSA interests.

Ramirez, who is also the country's energy and oil minister, has
warned that PDVSA would produce the oil itself if foreign
operators decide to quit the country once contracts are
reviewed, and presumably altered.

But a series of "compensation" packages is being designed, the
unnamed source said, detailing that operators that agree to new
conditions would receive in return the opportunity to access new
businesses.

PDVSA is reviewing the agreements, under which the Company pays
operators a percentage of the spot price of an international
benchmark crude, 48% of WTI being the norm in several of those
agreements. Ramirez deems this price too high.


SIVENSA: Board Report for Special Shareholders' Meeting
-------------------------------------------------------
        REPORT SUBMITTED BY THE BOARD OF DIRECTORS OF
            SIDERURGICA VENEZOLANA "SIVENSA" S.A.
           TO THE SPECIAL SHAREHOLDERS' MEETING
             TO BE HELD FRIDAY, APRIL 15, 2005

Ladies and Gentlemen:

The Board of Directors, at its meeting of March 29, 2005, deemed
it was necessary to hold a Special Shareholders' Meeting in
order to, based on the terms and conditions of Amendment No. 6
(hereinafter "Amendment 6") to the Agreement for the
Restructuring of the Bank Debt of Siderurgica Venezolana
"Sivensa", S.A. (hereinafter, "Sivensa") and of its affiliate
Siderurgica del Turbio, S.A. "Sidetur" (hereinafter, "Sidetur"),
submit to the consideration of the shareholders the advisability
of effecting a capital increase upon the terms and conditions
set forth in this report. For this purpose, it is important to
bear the following in mind:

I. Background:

1. In March 1998, Sivensa, with Sidetur as guarantor, contracted
a long-term loan for US$ 200,000,000, of which US$ 140,000,000
were used to satisfy the commitments arising from Sivensa's
twenty percent (20%) interest in Consorcio Siderurgia Amazonia
which had acquired 70% of the capital stock of Siderurgica del
Orinoco "Sidor" during its privatization process. This loan is
the main source of Sivensa and Sidetur's (hereinafter jointly
referred to as the "Borrowers") current debt.

2. On July 18, 2000, the Borrowers signed with the creditor
financial entities (hereinafter, the "Banks") the Agreement
containing the terms and conditions of what is known as the
"First Restructuring," arising from the default on certain
financial indexes of the original loan as a result of the so-
called "Asian Crisis" that impacted the siderurgical market.

3. On April 8, 2002, an agreement was signed (hereinafter, the
"Agreement") containing the terms of a second restructuring
process (hereinafter the "Second Restructuring") of the
Borrowers' bank debt.

The terms and conditions of the Second Restructuring were
approved by the Special Shareholders' Meeting held on January
25, 2002, which also authorized the Board of Directors to set
the terms, conditions and modes of the main businesses foreseen
in such restructuring, agree upon all the accessory or
supplementary businesses, and carry out any actions and sign any
documents that were required or deemed advisable to complete and
carry out the Second Restructuring.

The amount of the total debt of the Second Restructuring was US$
254 millions, structured in two tranches: Tranche A, for US$ 129
millions, and Tranche B for US$ 125 millions. On October 14,
2003, this debt was formally registered with the Foreign
Currency Administration Commission (CADIVI).

4. The Board of Directors, using its powers, authorized the
signing of five (5) amendments to the Agreement for the Second
Restructuring with the Banks. Four of these amendments,
pertaining to the granting of permits for the Borrowers to carry
out certain reorganization processes relating to the internal
structures of some subsidiaries, and one containing "Amendment
No. 4", to evidence the agreements reached in connection with
the deferment of the mandatory principal repayment, originally
agreed at US$ 22 millions, which should be paid on September 30,
2003, with funds arising from the sale of the assets specified
in the Agreement for the Second Restructuring.

Thus, the Borrowers managed to defer this payment, agreeing to
make:

(a) one payment of US$ 5 millions, in September 2003; and
(b) a payment of US$17 millions to be made on or before March
31, 2005, with funds arising from the sale of the so-called
specified assets.

These agreements under Amendment No. 4 implied certain
modifications in the Articles of Incorporation/Bylaws of Sivensa
that were approved by the Shareholders' Meeting of January 30,
2004.

5. Due to the status of the real estate market during year 2004
and the convenience for the Organization of maintaining some of
the specified assets that were committed to be sold, the Board
of Directors, with the support of the Finance Committee and the
high management, began new conversations with the Banks in order
to reach a satisfactory agreement for the materialization of an
integral Program (hereinafter, the "Program") focused mainly on:

(I) reducing the uncertainty implied in funding the payment of
Tranche B due in September 2007;
(II) extending the maturity of the payment set for March 2005 to
June 2005 and having available an alternate form to fund this
payment; and
(III) preserve assets and operations that are convenient for the
Organization's interests. These agreements have been set forth
in the so-called Amendment 6.

II. General Terms and Conditions of Amendment 6:

On March 2, 2005, the Borrowers and a group of representatives
from the Banks prepared a term sheet, which contained the
following main issues:

SUMMARY OF INDICATIVE TERMS:

Tranche A

- In lieu of the current payment due on Tranche A from the
Borrowers on March 31, 2005, the Borrowers shall make alternate
payments on Tranche A totaling at least $24.7 million, including
$15 million from an equity offering, as contemplated herein.

- Tranche A shall be increased by migrations of amounts from
Tranche B to Tranche A, as follows (i) by $30 million on April
1, 2005; and (ii) by an additional $20 million, in $5 million
increments every six months commencing October 1, 2005.

- The maturity of Tranche A shall be extended to December 31,
2009 (the "Tranche A Maturity Date"), and Tranche A shall
amortize as set forth in the "Amortization Schedule" section of
this Summary of Indicative Terms.

- The Applicable Margin on Tranche A shall be increased from 350
bps to 450 bps for the period commencing April 1, 2005 through
September 30, 2007 and shall be increased commencing on October
1, 2007 to 550 bps.

Tranche B

- Tranche B shall be decreased by migrations of amounts from
Tranche B to Tranche A, as follows (i) by $30 million on April
1, 2005; and (ii) by an additional $20 million, in $5 million
increments every six months commencing October 1, 2005.

- The maturity of Tranche B shall be extended to December 31,
2009 (the "Tranche B Maturity Date").

- Tranche B shall accrue interest commencing on October 1, 2007,
and the Applicable Margin shall be 550 bps.

Tranche A Payments Tranche A shall be reduced by an amount equal
to the sum of I and II below:

I. In lieu of the current payment due from the Borrowers on
March 31, 2005, the Borrowers shall make the following alternate
payments:

(a) either $15 million from the proceeds of an equity offering
(the "Equity Offering") made by Sivensa to its shareholders
(other than the Lenders1) or $17 million from the disposition of
assets (the "Disposition of USD 17 millions"); plus

(b) $6 million from the Borrowers' cash balance; plus

(c) $2 million from the sale of assets (the "USD 2 Million
Sale"), which amount shall be guaranteed by the Borrowers (as
detailed below); plus

(d) $1.7 million from the Debt Service Reserve Account (which
shall thereafter be eliminated after the receipt by the Lenders
of all amounts on deposit therein).

All amounts set forth in (a) - (d) above shall hereinafter be
referred to as "Alternate Payments".

To the extent that the Borrowers have not sold the USD 2 Million
Sale on or before March 31, 2005 as described in (c) above, the
Borrowers shall pay the $2 million from their cash balance, and
thereafter up to $2 million of proceeds from distributions
and/or the sale of assets shall be retained by the Borrowers,
with any amounts above $2 million applied to prepay Tranche A.

II. In addition to the Alternate Payments, the Borrowers shall
pay an amount equal to 100% of the proceeds of the Equity
Offering above $15 million. Such amounts shall hereinafter be
referred to as the "Excess Equity Proceeds"; and together with
the Alternate Payments, the "Tranche A Payments".

Tranche A shall be increased by migration of amounts from
Tranche B to Tranche A, as follows (i) by $30 million on April
1, 2005; and (ii) by an additional $20 million, in $5 million
increments every six months commencing October 1, 2005
(collectively, the "Migrations").

On or prior to March 31, 2005.

In the event that the comprehensive program is approved by the
Lenders (the date of such approval, the "Extension Approval
Date"), then

a) on the Closing Date, the March 31, 2005 payment shall be
extended to June 30, 2005,

(b) the Migration described in clause (i) of Tranche B Migration
to Tranche A shall occur on April 1, 2005 and the Migration
described in clause (ii) thereof shall commence October 1, 2005,

(c) the payment of the Tranche A Payments shall be made as soon
as such funds are available but in no event later than the dates
set forth below (such amounts shall not be part of the Excess
Cash as defined below):

Extension Approval Date:

$9.7 million for Tranche A Payments (other than any proceeds
from the Equity Offering or the Disposition of the USD 17
millions).

June 30, 2005

Proceeds from the Equity Offering (including Excess Equity
Proceeds) or from the Disposition of the USD 17 millions.

In the event that the Borrowers have successfully raised at
least $15 million from the Equity Offering on or prior to June
30, 2005, the Borrowers shall make the payment of the proceeds
of the Equity Offering (including Excess Equity Proceeds) as
soon as possible, but in no event later than July 15, 2005.

In the event that the Borrowers make the payment due on June 30,
2005 through proceeds from the Disposition of the USD 17
millions, on such payment date the Lenders shall be issued
common shares representing 5% of Sivensa's subscribed and paid-
in capital, as agreed in the Second Restructuring agreement (the
"Specified Asset Equity).

Amortization Schedule Tranche A

- The maturity of Tranche A shall be extended to the Tranche A
Maturity Date (December 31, 2009).

- Tranche A shall be repayable as follows:

a) $9.7 million of the Alternate Payments (other than any
proceeds from the Equity Offering or the Disposition of the USD
17 millions) by the Extension Approval Date,
b) the remaining Tranche A Payments by June 30,2005,
c) quarterly payments of an additional $16 million by the end of
calendar year 2005, a substantial portion of which shall be paid
by September 30, 2005,
d) quarterly payments aggregating an additional $10 million by
the end of calendar year 2006,
e) quarterly payments aggregating an additional $10 million by
the end of calendar year 2007,
f) quarterly payments aggregating an additional $12 million by
the end of calendar year 2008,
g) quarterly payments aggregating an additional $9 million by
the end of the third calendar quarter of 2009 and
h) a bullet payment of the remaining amount of Tranche A on
December 31, 2009.

- Tranche A shall also be repaid by payments of Excess Cash (as
detailed below).

Tranche B

- Tranche B shall mature on December 31, 2009.
- Tranche B shall be repaid by payments of Excess Cash prior
thereto (as detailed below).

Interest Rate Tranche A

- The Applicable Margin on Tranche A shall be increased from 350
bps to 450 bps for the period commencing April 1, 2005 through
September 30, 2007 and shall be increased commencing October 1,
2007 to 550 bps.

Tranche B

- Tranche B shall earn interest commencing October 1, 2007. The
Applicable Margin on Tranche B shall be 550 bps.

Excess Cash Except as otherwise specified herein, the Lenders
shall receive 90% of the cumulative Excess Cash Flow net of
cumulative Retained Excess Cash ("Excess Cash") until September
30, 2007 and 100% of the Excess Cash thereafter.

Each Excess Cash payment shall be applied to Tranche A in
forward order of maturity until the then next two quarterly
principal payments are paid in full and, thereafter, 25% to
Tranche A in inverse order of maturity and 75% to outstanding
amounts of Tranche B. When all Tranche A payments have been paid
in full, 100% of Excess Cash shall be applied to the principal
on Tranche B.

Covenants

- The Borrowers' annual capital expenditure limitation for each
fiscal year shall be $10 million per year for the period
commencing April 1, 2005 through September 30, 2007 and shall be
increased commencing October 1, 2007 to $11 million per year.
Any unused permitted capital expenditures amounts in any fiscal
year shall not be available for capital expenditures in
subsequent fiscal years.

- All other financial covenants will be revised to reflect the
changes in the Borrowers' revised business plan, provided that
such revised covenants shall reflect a similar degree of
flexibility as the existing covenants.

Equity Interests

The Lender's Equity Interests following the Equity Offering
shall not be diluted below 15% of all of the Equity Interests of
Sivensa on a fully diluted basis. To the extent the Lender's
equity is diluted below 15% after the Equity Offering, the
Lenders shall be entitled to a fee thereafter from the Borrowers
which shall be immediately capitalized and result in the
issuance of additional common shares to the Lenders in an amount
sufficient to ensure that the Lender's own at least 15% of the
common shares on a non-diluted basis after the Equity Offering.

Following receipt by the Lenders in full of the Tranche A
Payments, (i) certain modifications to be agreed relating to
covenants or restrictions will apply (ii) the Borrowers will not
be obliged to sell the remainder of the Specified Assets or to
transfer such Specified Assets in trust.

Governance Provisions The Golden Shares shall remain outstanding
until all obligations owed under the Loan Agreement are paid in
full, at which time the Golden Shares will be converted into
single common shares. Taxes All payments and issuance of equity
to the Lenders shall be net of any taxes. as in its Wholly owned
subsidiaries.

In the event that the comprehensive program is approved by the
Lenders and (A) either (1) less than $15 million is raised from
the Equity Offering by June 30, 2005 or (2) at least $15 million
is raised from the Equity Offering by June 30, 2005 but the
payment of the proceeds of the Equity Offering (including Excess
Equity Proceeds) shall not have been made on or prior to July
15, 2005 and (B) the March 31, 2005 payment in the amount of $17
million is not made through the Disposition of the USD 17
millions by June 30, 2005, then

(i) no Equity Offering proceeds will be received from tendering
shareholders;
(ii) the $9.7 million payment shall remain in effect and be
applied to the Tranche A payment due on September 30, 2007;
(iii) the Migration of $30 million from Tranche B to Tranche A
occurring on April 1, 2005 shall remain in effect and the
Migration of an additional $20 million shall commence as
contemplated in the Tranche B Migration to Tranche A section of
this Summary of Indicative Terms;
(iv) the Specified Asset Equity shall be issued to the Lenders
on June 30, 2005;
(v) after the Borrowers have cash retained through the
application of Excess Cash in accordance with the Excess Cash
section of this Summary of Indicative Terms in an amount equal
to $13 million (and, in any event, no later than October 1,
2007), the Lenders shall receive 100% of Excess Cash which shall
be applied in accordance with the second and third sentences of
the "Excess Cash" section of this Summary of Indicative Terms;
(vi) the covenants or restrictions shall be amended as described
in the section titled "Covenants";
(vii) except as may be otherwise specified herein, the terms and
conditions set forth in the Second Restructuring agreement shall
remain in full force and effect; and
(viii) the Borrowers shall have an additional 60 days (i.e.,
until August 31, 2005) to consummate the Disposition of the USD
17 millions.

In the event that the Disposition of the USD 17 millions shall
not have been made by August 31, 2005, the Lenders (A) shall
also be entitled to an additional Migration of $20 Million of
Tranche B to Tranche A and (B) shall have all other rights and
remedies contemplated in the Second Restructuring agreement
(other than the Specified Asset Equity which will have already
been issued) in the event of the failure to make the March 31,
2005 payment.

Ladies and Gentlemen, this summary of terms is the substantial
basis for Amendment 6 to the Agreement for the Second
Restructuring, which contemplates a capital contribution to be
materialized by the issue of common shares, which must be
subscribed to according to the following terms and conditions.

III. Offer of Shares:

The Board of Directors submits to the consideration of the
Shareholders' Meeting:

1. Effecting a capital increase for up to a Bolivar amount
equivalent to EIGHTEEN MILLION SEVEN HUNDRED FIFTY THOUSAND
UNITED STATES DOLLARS (U.S. $. 18,750,000.00) as currency of
account, by issuing new common shares with a par value of TWENTY
BOLIVARS (Bs. 20.oo) each, to be subscribed to by the
Shareholders of the Company and/or by such third parties to whom
they assign their rights (hereinafter, the "Shareholders").

2. This Public Offer of Shares, which shall be placed under the
"best efforts" mode, will be made in two (2) stages: a first
phase (hereinafter, the "First Phase"), in which all
Shareholders may take part in exercising their preferential
right under the Articles of Incorporation/Bylaws of Sivensa; and
a second phase (hereinafter, the "Second Phase"), which shall
take place only in the event that a Bolivar amount equivalent,
at the official rate of exchange, at least, to FIFTEEN MILLION
UNITED STATES DOLLARS (US$ 15,000,000.00), as currency account,
is not obtained during the First Phase. Neither the Banks nor
the entities that hold fifteen percent (15 %) of the current
subscribed and paid-in capital of Sivensa as a result of the
agreements of the Second Restructuring may participate in any of
the Phases.

3. Bases for the First Phase:

3.1 Shareholders' Right: all the Shareholders will be entitled
to subscribe to the new common shares of Sivensa (hereinafer,
the "new common shares"), in a proportion of two shares per each
three shares they hold in the capital stock, as evidenced in the
Stock Register of Sivensa on the business day following the
notice made by the press, published in two (2) major newspapers
with nationwide circulation, of the authorization issued by the
National Securities Commission to make the Offering of Shares
(hereinafter, the "Commencement Notice"). In exercising the
preferential right, fractions will not be deemed to be a unit
and shall not be entitled to participate.

The Shareholders are hereby advised that, solely in regard to
the exercising of the preferential right set forth in the
articles of incorporation/bylaws of the Company, eighty percent
(85%) of the subscribed to and paid-in shares of Sivensa
currently held by shareholders others than the entities that
hold the fifteen percent (15%) owned by the creditor Banks, will
constitute one hundred percent (100%) of the capital stock.

3.2 Term: the Shareholders will have a term of at least ten (10)
calendar days as of the date shown in the Commencement Notice to
exercise their preferential right. To do so the Shareholders
must go to the offices of Planivensa, S.A., Sivensa's Transfer
Agent (hereinafter "Planivensa"), to state their will to
subscribe to and pay for the shares to which they are entitled.

3.3 Price: the Shareholders shall pay a price of twenty Bolivars
(Bs. 20.oo) per share.

3.4 Payment of the Price: payment of the price must be made at
the same time in which the Shareholders, in exercising their
preferential rights, subscribe to the shares, solely by means of
cashier's check or a confirmed check, issued to the order of
Sidetur S.A. and delivered to the offices of Planivensa.

Sivensa will deem that the Shareholders who do not make the
payment in the manner and at the time set forth above have
decided to waive their preferential right.

3.5 Negotiability of Subscription Rights: the subscription
rights may be freely negotiated by the Shareholders and sold by
them to other Shareholders and/or third parties other than the
Banks. The subscription rights may be negotiated through the
Caracas Stock Exchange. The persons who acquire the subscription
rights will be entitled to participate in the share subscription
during the First Phase upon terms and conditions identical to
those of the Shareholders, as provided for in paragraphs 3.1
through 3.4 above.

4. Bases for the Second Phase:

4.1 Determination of the results of the First Phase: upon
expiration of the term for exercising the preferential right set
forth in paragraph 3.2 above, Sivensa shall determine the
results of the share subscription (hereinafter the "new shares
of the First Phase") and will report this to the Shareholders
within three (3) calendar days thereafter, by means of a press
notice to be published in two (2) newspapers of major nation-
wide circulation (hereinafter, the "Notice of the First Phase
Results"). If, as a result of the First Phase, a subscription
and payment of, at least a Bolivar amount equivalent to US$
15,000,000 is not obtained, then there will be a Second Phase in
order to complete the subscription and payment of the remaining
shares offered.

4.2 Placement of Shares of the Second Phase: The Second Phase
shall deal with the remaining offered shares (hereinafter, the
"remaining shares").

4.2.1 Shareholders' Rights: Only the Shareholders who have
subscribed to and paid the new shares of the First Phase may
participate in the

Second Phase. In this case, the Shareholders will be entitled to
participate based on the ratio resulting between the remaining
shares and the new shares of the First Phase (hereinafter, the "
Second Phase ratio"), which shall be informed to the
Shareholders in the Notice of First Phase Results. Each
Shareholder who participates in the Second Phase may subscribe
to new shares for up to the number resulting from multiplying
the Second Phase ratio by the number of shares it has subscribed
to in the First Phase.

For purposes of exercising the preferential rights in this
Second Phase, fractions will not be deemed to be a unit and will
not be entitled to participate.

4.2.2 Term: Shareholders shall have a term of at least ten (10)
calendar days after the date indicated in the Notice of First
Phase Results to exercise their right to subscribe to and pay
the shares. For this purpose, the Shareholders must go to the
offices of Planivensa to state their will to subscribe to the
shares to which they are entitled.

4.2.3 Price: the Shareholders shall pay a price of twenty
Bolivars (Bs.20.oo) per share.

4.2.4 Payment of Price: the price shall be paid at the same time
when the Shareholders, in exercising their preferential rights,
subscribe to the new shares of the Second Phase, solely by means
of cashiers' check or a confirmed check made out to the order of
Sidetur, S.A. and delivered to the offices of Planivensa.

4.2.5 Negotiation of Subscription Rights: the subscription
rights cannot be negotiated in the Second Phase.

4.3 Upon expiration of the term to subscribe to and pay in the
Second Phase, as the case may be, Sivensa will determine the
final results of the Share Offering and will make them known to
the Shareholders by means of a press notice published in two (2)
newspapers of nation-wide circulation, within three (3) calendar
days following the termination of the Second Phase.

IV. Approvals Required:

The Board of Directors, confirming the need to maximize the
benefits of term and preservation of net worth afforded by
Amendment 6, and whereas it is necessary for the transactions
foreseen therein to be completed as soon as possible, and in any
event not later than June 30, 2005, requests that the
Shareholders:

1. Approve a capital increase of up to the Bolivar amount
equivalent to:

(i) as maximum, EIGHTEEN MILLION SEVEN HUNDRED THOUSAND UNITED
STATES DOLLARS (U.S.$. 18.750.000,oo) as currency of account,
which amount, at the current official exchange rate of 2,150
Bolivars per United States Dollar, would be equivalent to FORTY
BILLION THREE HUNDRED TWELVE MILLION FIVE HUNDRED THOUSAND
BOLIVARS (Bs. 40,312,500,000.00), by issuing up to TWO BILLION
FIFTEEN MILLION SIX HUNDRED TWENTY-FIVE THOUSAND (2,015,625,000)
common shares, with a par value of twenty Bolivars (Bs. 20)
each; and,

(ii) as minimum, FIFTEEN MILLION UNITED STATES DOLLARS (US$
15,000,000.oo) as currency of account, which amount, at the
current official exchange rate of 2,150 Bolivars per United
States Dollar, would be equivalent to THIRTY-TWO BILLION TWO
HUNDRED FIFTY MILLION BOLIVARS (Bs. 32,250,000,000.oo), by
issuing up to ONE BILLION SIX HUNDRED TWELVE MILLION FIVE
HUNDRED THOUSAND (1,612,500,000) common shares, with a par value
of twenty Bolivars (Bs. 20) each. The shares resulting from the
capital increase shall be subscribed to and paid by way of
public offering and placement at best efforts, pursuant to the
terms and conditions of the subscription plan substantially
contained in this Report.

2. Authorize the Board of Directors to carry out all the
formalities and set any other terms and conditions for Sivensa
and that are legally or conventionally required to achieve the
successful placement of the Share Offering considered herein.

3. Authorize the Board of Directors to:

3.1 Once the Share Offering has been completed: (i) determine
whether or not the subscription and payment made by the
Shareholders fall within the maximum and minimum ranges
established for the capital increase; (ii) determine, if
applicable, the exact amount of the capital increase resulting
from the Share Offering and the number of new shares to be
issued; (iii) make the modifications to the Articles of
Incorporation/Bylaws of Sivensa in order to adjust it to the new
capital subscribed to and paid in, and to the other terms and
conditions agreed to under Amendment 6; and

3.2 by capitalization of the commission agreed in favor of the
Banks, as provided for in the term sheet and in Amendment 6,
issue an additional number of common shares of Sivensa, other
than those resulting from the above mentioned capital increase,
with a par value of Twenty Bolivars (Bs. 20.00) each, in an
amount equivalent to that of the commission due by the
Borrowers. These new shares will be delivered to the Banks so
they maintain invariable the total percentage of shares owned by
the entities designated by the Banks on the commencement date of
the share offering, and the necessary adjustments must also be
made in the capital stock of Sivensa to reflect this
capitalization.

CONTACT: Mr. Antonio Osorio
         Corporate Planning Manager
         Siderurgica Venezolana "Sivensa" S.A.
         Av. Venezuela, Edif. Torre America, Piso 12
         Sivensa Urb. Bello Monte
         Caracas, Venezuela
         Phone: (58) (212) 707.62.80
         Fax: (58) (212) 707.63.52
         E-mail: antonio.osorio@sivensa.com




                            ***********


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
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Copyright 2005.  All rights reserved.  ISSN 1529-2746.

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