TCRLA_Public/050517.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

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

            Tuesday, May 17, 2005, Vol. 6, Issue 96

                            Headlines


A R G E N T I N A

APSA: Cancels 14.9% Year 2000 Notes
BANCO FRANCES: Anounces Stockholders' Meeting Vote Results
CABLEVISION: Reports 18.6% Increase in Revenues in 1Q05
CLAXSON INTERACTIVE: Sells "The Kitchen" to TM Systems
COLORIN: Restructures ARS64 million Debt

CONSORCIO OLIVARERO: Court Grants Reorganization Plea
EDELAP: Secures Congressional Approval for Hike Rates
ESTABLECIMIENTOS LINIERS: Reorganization Finalized
ETRIN S.A.: Bankruptcy Initiated Following Court Order
FOMEC S.A.: Seeks Court Authority to Reorganize

GRUPO GALICIA: Amends 2003 Financial Statements
IMPRESIONES ARCO: Verification Deadline Set
LA ROSA AZUL: Liquidates Assets to Pay Debts
MEGAMARKETING S.A.: Required Reports Deadlines Set
PRODUCTOS KAILY: Reorganization Winds Up

SOL DE BRASA: Debt Payments Halted, Set To Reorganize
TELEFONICA DE ARGENTINA: Appoints Board of Directors
TENPLUS S.A.: Court to Oversee Bankruptcy
TRANSENER: S&P Rating Reflects Default Situation
VINTAGE PETROLEUM: 1990 Stock Plan Amendment Favors Directors


B E R M U D A

INTELSAT: North American Video Pumps 1Q05 Revenues Up 25%


B R A Z I L

BRASKEM: Details Reverse Stock Split
CHAPECO: Declared Bankrupt by Santa Catarina State Court
EMBRATEL: Releases Shareholder Meeting Minutes Summary
TCP: Discloses April 25, 2005 Board Meeting Minutes


C O L O M B I A

CHIVOR: S&P Rating Reflects Weak Financial Profile


J A M A I C A

KAISER ALUMINUM: Reverses Losses to $8.3 Million Net Income
NCB JAMAICA: Ratings Constrained by Jamaica's Sovereign Ratings


M E X I C O

TV AZTECA: Asks Washington Court to Scrap SEC Suit


P U E R T O   R I C O

DORAL FINANCIAL: Explains Form 10-Q Filing Delay
DORAL FINANCIAL: Faces Another Securities Fraud Class Suit
R&G FINANCIAL: Smith & Smith LLP Files Class Action Lawsuit


V E N E Z U E L A

PDVSA: Central Venezuela Fuel Supply Reassured


     - - - - - - - - - -


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

APSA: Cancels 14.9% Year 2000 Notes
-----------------------------------
Alto Palermo S.A. (APSA) reported that on April 7, 2005 the
Company canceled its Notes issued in pesos during the year 2000
for an original amount of $ 85.0 million which have an interest
rate of 14.875%. The outstanding Notes before the total
cancellation amounted to $48.4 million, which were totally
cancelled.

Additionally, the Company received a loan from two financial
institutions of the country for $50.0 million, due on April 5,
2007 and with amortizations each 6 months. This amount was
mainly used to cancel the Company's Notes. The loan has an
interest rate for the first year of 7.875% which allows APSA to
reduce the financial cost of its debt.

APSA, is a major player in Argentina's retail industry. As of
June last year, the Company operated and owned a majority equity
interest in seven shopping centers in the country plus a
minority stake in one shopping center property. Earning from its
leases and services segment jumped 51% in 2004 ending with
ARP103.62 million in revenues.

CONTACT: Alto Palermo S.A. (APSA)
         2/F
         476 Hipolito Yrigoyen
         Buenos Aires
         Argentina
         Phone: +54 11 4344 4600

         Web site: http://www.altopalermo.com.ar


BANCO FRANCES: Anounces Stockholders' Meeting Vote Results
----------------------------------------------------------
(All percentages were calculated by considering positive and
negative votes; that is excluding abstentions.)

Item 1: Appointment of two stockholders to approve and sign the
minutes of the Stockholders' Meeting, together with the chairman
of the Stockholders' meeting.

Messrs. Juan Duggan and Gotardo Pedemonte were appointed to
approve and sign the minutes of the Stockholders' Meeting,
together with the chairman.

This resolution was approved and obtained:

Votes in favor:      392,433,414      100.00  %
Votes against:                 0        0.00  %
Abstentions:                   0        0.00  %

Item 2: Consideration of the Directors' Report, Annual Financial
Statements, Report of the Fiscalization Committee and Auditors'
Report, for the fiscal year Number 130, ended December 31, 2004.

This resolution was approved and obtained:

Votes in favor:      392,433,414      100.00  %
Votes against:                 0        0.00  %
Abstentions:                   0        0.00  %

Item 3: Approval of the performance of the Board of Directors
and Fiscalization Committee.

This resolution was approved and obtained:

Votes in favor:      392,433,414      100.00  %
Votes against:                 0        0.00  %
Abstentions:                   0        0.00  %

Item 4: Consideration of the results of the fiscal year Number
130, ended December 31, 2004.

This resolution was approved and obtained:

Votes in favor:      392,433,414      100.00  %
Votes against:                 0        0.00  %
Abstentions:                   0        0.00  %

Item 5: Absorption of accumulated losses, in accordance to
accounting principles (Communication A 4294) and to the
following amounts and accounts corresponding to 2002, 2003 and
2004 fiscal years, which Non-appropriated earnings totaled $
1,479,003,460.

Mandatory reserves                                  $  1,802,313
Adjustment to equity fund appraisal revaluation     $
41,284,921
Adjustment to premiums on the Issuance of shares    $
415,640,220
Premiums on the Issuance of shares                  $
1,020,276,006

This resolution was approved and obtained:

Votes in favor:      392,433,414      100.00  %
Votes against:                 0        0.00  %
Abstentions:                   0        0.00  %

Item 6: Consideration of the compensation to be received by the
members of the Board of Directors, including salaries,
remunerations for administrative functions and other special
fees (appropriated amount: $4,026,243.71) for the fiscal year
ended December 31, 2004, which registered a net loss computable
under the National Securities Commission (Comisi¢n Nacional de
Valores) standards.

This resolution was approved and obtained:

Votes in favor:      392,433,414      100.00  %
Votes against:                 0        0.00  %
Abstentions:                   0        0.00  %

Item 7: Consideration of the compensation to be received by the
members of the Fiscalization Committee for the fiscal year ended
December 31, 2004.

This resolution was approved and obtained:

Votes in favor:      392,433,414      100.00  %
Votes against:                 0        0.00  %
Abstentions:                   0        0.00  %

Item 8: Appointment of an Independent Director in accordance to
Decree No 677/01. Determination of the number of Directors.

Mr. Juan Ignacio Gim‚nez Echeverr”a, an independent director in
accordance to the Sarbanes Oxley Act, was appointed as member of
the Auditor's Committee.

This resolution was approved and obtained:

Votes in favor:      392,433,414      100.00  %
Votes against:                 0        0.00  %
Abstentions:                   0        0.00  %

Item 9: Appointment of three permanent and three alternate
statutory auditors (s”ndicos) to constitute the Fiscalization
Committee until December 31, 2005.

Fiscalization Committee is composed by three permanent statutory
auditors and three alternate statutory auditors, who are
independents in accordance to the National Securities Commission
(Comisi¢n Nacional de Valores) standards. Messrs. Mario Rafael
Biscardi, Carlos Roberto Chiesa and Alejandro Mosquera were
elected to serve as permanent members and Mr. Osvaldo Pablo
Alejandro Jofr‚, Mrs. Julieta Paula Pariso and Mrs. Paola Lorena
Rolotti were elected to serve as alternate members.

This resolution was approved and obtained:

Votes in favor:      392,433,414      100.00  %
Votes against:                 0        0.00  %
Abstentions:                   0        0.00  %

Item 10: Approval of independent accountant's compensation for
auditing the Annual Financial Statements for the fiscal year
Number 130, ended December 31, 2004. Appointment of an
independent accountant to audit the Annual Financial Statements
for the present fiscal year.

The compensation for the independent accountant -Deloitte & Co-
for auditing the Financial Statements for the fiscal year ended
December 31, 2004, was set at Ps. 847,000.

In connection with the appointment of the independent accountant
to audit the 2005 Annual Financial Statements, Deloitte & Co was
appointed as independent accountant in the person of one of its
partners, Dr. Carlos Bernardo Srulevich.

This resolution was approved and obtained:

Votes in favor:      392,433,414      100.00  %
Votes against:                 0        0.00  %
Abstentions:                   0        0.00  %

Item 11: Determination of the Budget for the Audit Committee In
order to obtain advisory services.

The budget for the Audit Committee to obtain advisory services
was set at Ps. 250,000, in accordance to Decree 677/2001.

This resolution was approved and obtained:

Votes in favor:      392,433,414      100.00  %
Votes against:                 0        0.00  %
Abstentions:                   0        0.00  %

Item 12: Amendment to BBVA Banco Frances's Bylaws (Article 11),
in accordance to Resolution Nų 20 of the I.G.J. The New Article
11 will remain as follows:

Directors. Guarantee. As collateral for the performance of their
duties, Directors are expected to deposit for the benefit of the
Corporation and for their respective term of office, bonds,
securities, or cash, either in Argentine or foreign currency, or
otherwise bank sureties or collaterals, guarantee or public
liability insurance, for at least Arg. Pesos 10,000 (ten
thousand Argentine Pesos). Directors should likewise establish a
special domicile in Argentina.

This resolution was approved and obtained:

Votes in favor:      392,433,414      100.00  %
Votes against:                 0        0.00  %
Abstentions:                   0        0.00  %

CONTACT: Banco Frances S.A.
         Reconquista 165-199
         Buenos Aires, Argentina
         Phone: 54-11-346-4310

         Web site: http://www.bancofrances.com.ar


CABLEVISION: Reports 18.6% Increase in Revenues in 1Q05
-------------------------------------------------------
Cablevision S.A. ("Cablevision"), the largest multiple system
operator (MSO) in Argentina, reported for the first quarter of
2005 revenues from services of Argentine Pesos ("Ps.") 204.2
million and earnings before interest, taxes, depreciation,
amortization and non-cash reserves ("EBITDA") of Ps. 81.6
million. When compared to the first quarter of 2004, revenues
increased in the first quarter of 2005 by Ps. 32.0 million or
18.6%, and EBITDA increased in the first quarter of 2005 by Ps.
4.8 million or 6.3% in Peso terms (see explanatory paragraph
below).

In 2002, the Argentine Government issued a decree which, among
other things, provided for the restoration of inflation
accounting and instructed the Comision Nacional de Valores (the
"CNV") to issue specific procedures governing its application.
On July 25, 2002 the CNV issued Resolution Nų415 which
established the application of inflation accounting procedures
starting January 1, 2002, to any financial statements filed
subsequent to the date of that resolution. With an effective
date of March 1, 2003, the CNV, through its Resolution Nų441,
discontinued this methodology, thus eliminating the adjustment
for inflation.

First quarter of 2005 vs. First quarter of 2004

During the first quarter of 2005, Cablevision had revenues from
services provided of Ps. 204.2 million, an increase of 18.6%
compared to Ps. 172.2 million registered in the first quarter of
2004. The increase is attributable to (i) the increase in the
number of subscribers, (ii) the price increases registered in
2004 and March 2005, and (iii) higher revenues related to high-
speed internet access.

Programming costs increased by 10.8% to Ps. 48.3 million in the
first quarter of 2005 from Ps. 43.6 million in the first quarter
of 2004. This increase is principally attributable to (i) the
increase in the subscribers base, and (ii) adjustments
contemplated in certain programming contracts. However, total
programming costs as percentage of gross cable revenues
decreased to 29.5% in the first quarter of 2005, from 29.7% in
the first quarter of 2004.

Cablevision's salaries, social security taxes and other payroll
expenses increased by 27.0% to Ps. 27.3 million in the first
quarter of 2005, from Ps. 21.5 million in the first quarter of
2004. Such increase is principally attributable to the incidence
on salaries of the increases regulated by the Argentine
Government.

Depreciation expense decreased by 15.1% to Ps. 31.5 million in
the first quarter of 2005 from Ps. 37.1 million in the first
quarter of 2004. The decrease is principally attributable to the
full depreciation of certain equipment in 2005 and 2004.

Maintenance of property, plant and equipment and network
expenses increased by 50.0% to Ps. 4.5 million in the first
quarter of 2005, from Ps. 3.0 million in the first quarter of
2004. The increase is related to the increase in network
maintenance activity in the first quarter of 2005.

Advertising and promotion expenses increased by 25.0% to Ps. 1.5
million in the first quarter of 2005, from Ps. 1.2 million in
the first quarter of 2004. The increase is principally
attributable to the increase in marketing campaigns.

Uncollectable accounts increased to Ps. 1.5 million in the first
quarter of 2005, from Ps. 0.7 million in the first quarter of
2004. The increase is due to the higher charges related to
uncollectable advertising revenues in the first quarter of 2005.

In the first quarter of 2005, the company registered a financial
loss of Ps. 37.8 million, compared to Ps. 19.1 million
registered in the first quarter of 2004. The variation is
principally attributable to (i) the impact of the exchange rate
differences in each period, and (ii) higher interest charges in
the first quarter of 2005.

As a consequence of the factors described above, Cablevision's
EBITDA and net gain for the first quarter of 2005 were Ps. 81.6
million and Ps. 9.6 million respectively, compared to Ps.76.8
million and a gain of Ps. 17.9 million in the first quarter of
2004.

Cablevision is the largest cable company in Argentina, based on
the number of subscribers served, which, as of March 31, 2005,
was approximately 1.3 million. Cablevision believes that it has
the most technologically advanced distribution network in the
country. Its network passes approximately 3.5 million homes, of
which 89% are passed by cable plant with a bandwidth capacity of
at least 450 Mhz, including more than 50% that are passed by
cable plant with a bandwidth capacity of 750 Mhz.

To see financial statements:
http://bankrupt.com/misc/CableVision.pdf

CONTACTS:  (Buenos Aires)
           Santiago Pena
           Tel: (5411) 4778-6520
           E-mail: spena@cablevision.com.ar

           Martin Pigretti
           Tel: (5411) 4778-6546
           E-mail: mpigretti@cablevision.com.ar
           URL: www.cablevision.com.ar


CLAXSON INTERACTIVE: Sells "The Kitchen" to TM Systems
------------------------------------------------------
TM Systems, developers of the Emmy(R) Award Winning "end to end"
language localization software has acquired The Kitchen's
language localization operations, a technically advanced
language dubbing and subtitling facility based in Miami. The
purchase from Claxson Interactive Group, Inc., the multimedia
company that provides and distributes entertainment content to
Spanish and Portuguese audiences around the world, includes the
name "The Kitchen".

The Kitchen will continue to provide foreign to English language
dubbing and subtitling services in house, and will serve as the
East Coast "hub" for TM's new Global Language Network, a
consortium of a leading dubbing and subtitling facilities linked
with TM Systems technology. TM's existing Los Angeles based
facility will be known as The Kitchen West.

"The Global Language Network will greatly broaden the global
reach of The Kitchen and enable The Kitchen East/West to provide
language localization services in virtually every language," Ken
Lorber, President & CEO of TM System explained, "All
international members of the network will be enabled with the
full suite of TM Systems software tools, adding efficiencies
never before available on a global basis."

"We are happy with the performance of The Kitchen's language
localization and traffic operations in the past years, and our
decision to sell this operation is the result of our increased
focus on the Pay TV channel business in Latin American and new
markets, said Ralph Haiek, COO of Claxson's Pay TV Division.

Claxson Interactive Group, Inc., will have the opportunity to
participate with a minority stake in TM Systems and Claxson and
its affiliated television networks and customers will continue
to use the language localization services of The Kitchen.
Claxson's television playout facilities in Miami, formerly
operating under "The Kitchen" name, will continue to provide
playout services to its Miami-based clients under the brand name
"Claxson Playout Services".

About TM Systems

TM Systems, LLC(TM) is the developer of the industry's first,
integrated, digital solution for language translation, dubbing
and subtitling. The TM technology is utilized internationally by
leading film studios and television networks. The technology
significantly lowers the cost, shortens the turnaround time and
reduces the risk of piracy during the language localization
process.  In August 2002, TM received an Emmyr Award for
Outstanding Achievement in Engineering Development. TM licenses
its localization software and provides language localization
outsourcing by "linking" superior dubbing and subtitling vendors
in major cities around the globe.

About Claxson

Claxson (XSONF.OB) is a multimedia company that provides and
distributes branded entertainment content to Spanish and
Portuguese audiences around the world. The company has a
portfolio of well-known branded entertainment options
distributed on multiple platforms, including pay TV, radio and
Internet. The company's headquarters are located in Buenos Aires
and Miami, and it has a presence in the U.S. and all major Latin
American countries, including without limitation Argentina,
Mexico, Chile, Brazil, Spain and Portugal. Claxson's main
shareholders are the Cisneros Group of Companies and funds
affiliated with Hicks, Muse, Tate & Furst Inc.

CONTACT:   TM Systems
           Deeny Kaplan
           Phone: 818-508-3500
                  305-415-6200

           Claxson
           Juan Iramain
           Phone: 54 11 4339-3701


COLORIN: Restructures ARS64 million Debt
----------------------------------------
Argentine paint maker Colorin Industria de Materiales Sintet has
restructured ARS64 million in debt and reduced its liabilities
by ARS19 million. The Company will now be able to focus on the
expansion of its business.

"Considering that the last tranche of negotiable bonds was set
to expire in 2006 and in view of the changes the Argentine
economy was showing, in the past years we decided to carry out a
debt restructuring plan, which consisted of repurchasing
negotiable bonds with a 60% discount in face value," explained
Alberto Mayo, General Director of Colorin.

According to Mr. Mayo, the plan obtained a favorable result,
with the acceptance of 80% of creditors. The 20% that didn't
accept the offer obtained a 10-year repayment program.

Local investment fund Bisa acquired Colorin from Venezuela's
Corimon in 1996 for US$44 million. Colorin was then involved in
a formal restructuring proceeding, which ended in late 2003.


CONSORCIO OLIVARERO: Court Grants Reorganization Plea
-----------------------------------------------------
Consorcio Olivarero Argentino S.A., a company operating in
Buenos Aires, begins reorganization proceedings after the city's
Court No. 22, with assistance from Clerk No. 44, granted its
petition for "concurso preventivo".

During reorganization, the company will be able to negotiate a
settlement proposal for its creditors so as to avoid a straight
liquidation. According to Argentine news source Infobae, the
reorganization will be conducted under the direction of Norberto
Jorge Volpe, the court-appointed trustee.

Creditors with claims against the Company must present proofs of
these debts to the trustee before September 1. These claims will
constitute the individual reports to be submitted in court on
October 14. The court further requires the trustee to present an
audit of the company's accounting and business records through a
general report due on November 25.

Creditors will also vote to ratify the Company's completed
settlement plan during the informative assembly on April 8 next
year.

CONTACT: Mr. Norberto Jorge Volpe, Trustee
         Maipu 859
         Buenos Aires


EDELAP: Secures Congressional Approval for Hike Rates
-----------------------------------------------------
Edelap, a unit of U.S.-based power company AES Corp., became the
first electricity company since 2002 to strike a renegotiated
contract with the government. According to Reuters, Congress
approved the contract Thursday, paving the way for Edelap to
raise hikes by 23% on its biggest users.

During the congressional debate, Peronist Deputy Gustavo
Marconato said the accord with Edelap was "reasoned and
reasonable" and defended the rate hike saying these were the
only prices that had not changed since the peso devaluation.

"We took into consideration people's earnings, the company's
investment plans, consumer interests, the accessibility of
services and the company's profitability," Mr. Marconato said.

But according to members of the opposition, not all the
necessary economic studies had been done before granting Edelap
the right to raise tariffs.

Edelap supplies energy to 280,000 families living some 30 miles
(50 km) south of Buenos Aires.


ESTABLECIMIENTOS LINIERS: Reorganization Finalized
--------------------------------------------------
The settlement plan proposed by Establecimientos Liniers S.A.
for its creditors acquired the number of votes necessary for
confirmation. As such, the plan has been endorsed by Court No. 7
of Buenos Aires' civil and commercial tribunal and will now be
implemented by the company.

CONTACT: Establecimientos Liniers S.A.
         Caaguazu 6162 (1408)
         Buenos Aires


ETRIN S.A.: Bankruptcy Initiated Following Court Order
------------------------------------------------------
Etrin S.A. enters bankruptcy protection after Court No. 12 of
Buenos Aires' civil and commercial tribunal, with the assistance
of Clerk No. 24, 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. Juan Manuel Vila
Perbeils as trustee. Mr. Perbeils will be verifying creditors'
proofs of claims until the end of the verification phase on July
4.

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 August 29 followed by the general report that is due on
October 10.

CONTACT: Mr. Juan Manuel Vila Perbeils, Trustee
         Vidal 1670
         Buenos Aires


FOMEC S.A.: Seeks Court Authority to Reorganize
-----------------------------------------------
Fomec S.A., a vehicle spare-parts fabricator operating in Buenos
Aires, requested for reorganization after failing to pay its
liabilities since May 13 this year. The reorganization petition,
once approved by the court, will allow the company to negotiate
a settlement with its creditors in order to avoid a straight
liquidation.

The case is pending before Court No. 9 of the city's civil and
commercial tribunal. The city's Clerk No. 17 assists the court
on this case.

CONTACT: Fomec S.A.
         Iguazu 1326
         Buenos Aires


GRUPO GALICIA: Amends 2003 Financial Statements
-----------------------------------------------
Grupo Financiero Galicia S.A. announced Thursday that it has
filed an amendment to its annual report for the fiscal year
ended December 31, 2003, filed in July of 2004. The filing was
made at the request of The Nasdaq Stock Market, Inc. ("Nasdaq")
for the sole purpose of including disclosure of exemptions from
certain of its corporate governance standards, received in 2000
in connection with the company's original application for
listing of its American Depositary Shares. The company was given
the following exemptions:

- The requirement that it distribute to shareholders copies of
its annual report containing audited financial statements;

- The requirement that it have, and certify that it has and will
continue to have, an audit committee of at least three members,
comprised solely of independent directors;

- The requirement that it certify that it has adopted a formal
written audit committee charter and that the audit committee has
reviewed and assessed the adequacy of the formal written charter
on an annual basis;

- The requirement that its by-laws provide for a quorum for any
meeting of the holders of its common stock of no less than 33
1/3% of outstanding common voting shares;

- The requirement that it solicit proxies, provide proxy
statements for all meetings of shareholders and provide copies
of such proxy solicitation to Nasdaq; and

- The requirement that it conduct an appropriate review of all
related party transactions on an ongoing basis and utilize its
audit committee or a comparable body of the board of directors
for the review of potential conflicts of interest where
appropriate.

The exemptions were granted on the basis that the corporate
governance standards described above were not required by
Argentine law nor customary business practice in Argentina.

Grupo Financiero Galicia S.A. (Buenos Aires Stock Exchange: GGAL
and GGAL6 / NASDAQ: GGAL) was formed on September 14, 1999, as a
financial services holding company organized under the laws of
Argentina. Its most significant asset is Banco de Galicia y
Buenos Aires S.A.

Grupo Galicia's main objective is to be one of Argentina's
leading comprehensive financial services companies while
continuing to strengthen its position as one of the country's
leading financial institutions.

CONTACT: Mr. Pablo Firvida
         VP Investor Relations
         Telefax: (5411) 4343-7528
         E-mail: pfirvida@gfgsa.com
                 investorelations@gfgsa.com

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


IMPRESIONES ARCO: Verification Deadline Set
-------------------------------------------
The verification of creditors' claims for the Impresiones Arco
Iris Cordoba S.A. (formerly Arco Iris Impresiones S.A.)
insolvency case is set to end on August 18, states Infobae. Mr.
Carlos Daniel Brezinski, the court-appointed trustee tasked with
examining the claims, will submit the validation results as
individual reports on September 29. He will also present a
general report in court on November 11.

On April 13 next year, the company's creditors will vote on the
settlement proposal prepared by the company. Infobae adds that
the company's reorganization is under the jurisdiction of Court
No. 22 of the city's civil and commercial tribunal. Clerk No. 44
assists the court with the proceedings.

CONTACT: Mr. Carlos Daniel Brezinski, Trustee
         Lambare 1140
         Buenos Aires


LA ROSA AZUL: Liquidates Assets to Pay Debts
--------------------------------------------
Buenos-Aires based La Rosa Azul S.A. will begin liquidating its
assets following the bankruptcy pronouncement issued by Court
No. 10 of Buenos Aires' civil and commercial tribunal, reports
Infobae. The ruling places the company under the supervision of
court-appointed trustee Miguel Adolfo Kupchik. Mr. Kupchik will
verify creditors' proofs of claims until June 16. The validated
claims will be presented in court as individual reports on
August 12.

The trustee 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 September 26. The
bankruptcy process will end with the disposal company assets in
favor of its creditors.

CONTACT: Mr. Miguel Adolfo Kupchik, Trustee
         Alsina 1360
         Buenos Aires


MEGAMARKETING S.A.: Required Reports Deadlines Set
--------------------------------------------------
Mr. Juan Angel Fontecha, the trustee assigned to supervise the
liquidation of Megamarketing S.A., will submit the validated
individual claims for court approval on August 18. These reports
explain the basis for the accepted and rejected claims. The
trustee will also submit a general report of the case on
September 29.

Infobae reports that Court No. 12 of Buenos Aires' civil and
commercial tribunal has jurisdiction over this bankruptcy case.
The city's Clerk No. 24 assists the court with the proceedings.

CONTACT: Mr. Juan Angel Fontecha, Trustee
         Parana 785
         Buenos Aires


PRODUCTOS KAILY: Reorganization Winds Up
----------------------------------------
The reorganization of Productos Kaily S.A. has been concluded.
Data revealed by Infobae indicated that the process closed after
Court No. 2 of Buenos Aires' civil and commercial tribunal, with
assistance from Clerk No. 4, homologated the debt agreement
signed between the Company and its creditors.

CONTACT: Productos Kaily S.A.
         Alem 2240 - (1744)
         Moreno
         Buenos Aires
         Phone: 237-462-1313
         E-Mail: kaily@overnet.com.ar


SOL DE BRASA: Debt Payments Halted, Set To Reorganize
-----------------------------------------------------
Court No. 10 of Buenos Aires' civil and commercial tribunal is
reviewing the merits of a petition to reorganize presented by
Sol de Brasa S.A.

La Nacion reports that the company filed the petition following
cessation of debt payments on April 20. Reorganization will
allow the Company to avoid bankruptcy by negotiating a
settlement with its creditors.

The city's Clerk No. 20 assists the court on this case.

CONTACT: Sol de Brasa S.A.
         Montevideo 149
         Buenos Aires


TELEFONICA DE ARGENTINA: Appoints Board of Directors
----------------------------------------------------
Telefonica de Argentina S.A. informed the Buenos Aires Stock
Exchange that during the Ordinary General Meeting held April 28,
2005:

(i) the members of the Board of Directors and of the Statutory
Commission and a certified public accountant were appointed; and

(ii) the Board of Directors filled the positions of Chairman and
Vice Chairman and appointed the Secretary of the Board, as
detailed below:

Incumbent Directors

Mario Eduardo Vazquez            Chairman
Jose Maria Alvarez Pallete       Vice Chairman
Juan Ignacio Lopez Basavilbaso
Eduardo Navarro
Jose Fernando de Almansa Moreno-Barreda
Alfredo Jorge Mac Laughlin
Guillermo Harteneck
Luis Ramon Freixas Pinto

Alternate Directors

Jaime Urquijo Chacon
Carlos Fernandez-Prida
Javier Benjumea Llorente
Juan Carlos Ros Brugueras
Javier Delgado Martinez
Manuel Echanove Pasquin
Juan Jorge Waehner             General Manager
Manuel Alvarez Tronge

Secretary of the Board

Manuel Alfredo Alvarez Tronge

Incumbent Auditor

Santiago Carlos Lazzati
Edgardo Alejandro Sanguineti
Eduardo Luis Llanos

Alternate Auditor

Jorge Hector Martinez
Maria Cristina Sobbrero
Lorena Edith Ratto

Expiration Date of the Directors' and Auditors' Offices:
December 31, 2005.

Certified Public Accountant

The 2005 fiscal year and limited revisions on periods ending at
June 30, 2005, and September 30, 2005, respectively. Pistrelli,
Henry Martin y Asociados S.R.L.

Incumbent Certified Public Accountant: Rosana Serio; Alternate
Certified Public Accountant: Pedro Donato.

Limited revision on period ended at March 31, 2005: Deloitte &
Co. S.R.L. Incumbent Certified Public Accountant: Alberto Lopez
Carnabucci; Alternate Certified Public Accountant: Alberto
Allemand and Omar Raul Rolotti.

CONTACT: Telefonica de Argentina S.A.
         Avenida Ingeniero Huergo 723
         Buenos Aires, Argentina
         Phone: 5411 4332-2066

         Web site: http://www.telefonica.com.ar


TENPLUS S.A.: Court to Oversee Bankruptcy
-----------------------------------------
Court No. 5 of Buenos Aires' civil and commercial tribunal
declared Tenplus S.A. (formerly Crear Sistemas S.A.) bankrupt
after the company defaulted on its debt payments. The bankruptcy
order effectively places the company's affairs as well as its
assets under the control of court-appointed trustee Carlos Guido
Martino.

As trustee, Mr. Martino is tasked with verifying the
authenticity of claims presented by the company's creditors. The
verification phase is ongoing until June 23.

Following claims verification, the trustee will submit the
individual reports based on the forwarded claims for final
approval by the court on August 19. A general report will also
be submitted on September 30.

Infobae reports that Clerk No. 9 assists the court on this case.
Proceeds from the sale of the Company's assets will be used to
repay its creditors.

CONTACT: Mr. Carlos Guido Martino, Trustee
         Presidente Roque Saenz Pena 651
         Buenos Aires


TRANSENER: S&P Rating Reflects Default Situation
------------------------------------------------

Rationale

The 'D' rating on Argentina's largest electricity transmitter,
Compania de Transporte de Energia Electrica en Alta Tension
Transener S.A. (Transener), reflects the company's current
default situation as a result of the decision to suspend debt
service in April 2002. Nevertheless, Transener has shown
significant progress in the restructuring of its US$570 million
financial debt, obtaining the acceptance from 98.8% of its
creditors in April 2005 for its debt repayment proposal.
However, the ratings will remain in 'D' until the company
completes its debt restructuring process.

Transener's business and financial profile significantly eroded
because of the government mandatory pesification and tariff
freeze since 2002, within a context of strong devaluation of the
Argentine peso and high inflation. Under this situation,
Transener's revenues remained relatively stable in peso terms,
while part of its operating costs, capital expenditures, and
most of its financial costs--which are linked to the U.S.
dollar--strongly increased. As a result, Transener directed its
cash flow to fund operations and halted service on its financial
debt. As of March 2005, the company had a very high leverage as
evidenced by its 81.8% total debt to capitalization ratio.
Although Standard & Poor's expects Transener's capital structure
and debt maturity profile to significantly improve once the debt
restructuring process is completed (with a pro forma leverage of
about 50%), Transener's cash generation is expected to remain
quite weak at least until the preliminary agreement between
Transener and the UNIREN (the entity created by the government
to renegotiate the concessions for public services) is
promulgated by the Argentine government.

Transener continues to face high regulatory uncertainties
related to the still pending renegotiation of its contract
concession. In February 2005, the company signed a preliminary
agreement with the UNIREN, which incorporates a new tariff
adjustment mechanism, mandatory investments, and service quality
targets for a transition period until December 2005 when the
concession contract should be fully renegotiated. This
preliminary agreement incorporates an important tariff increase
for Transener for 2005 but still needs to be approved by the
National Congress and promulgated by the Argentine government.
In Standard & Poor's view, Transener's credit quality is more
dependent on the completion of its debt restructuring process
and on the promulgation of the agreement with UNIREN in the
short term and on the terms of the final renegotiation of its
concession contract in the medium and long term. In addition,
Transener remains highly exposed to a potential devaluation of
the Argentine peso.

Transener has a 95-year concession contract to operate about
7,500 kilometers (km) of high-tension (mainly 500 kilovolt (kV))
transmission lines since 1993, and about 5,500 km of high-
tension (mainly 220 kV and 132 kV) transmission lines in the
province of Buenos Aires since 1997, through its subsidiary
Transba S.A. In addition, Transener has operated and maintained
the 1,300 km high-tension (500 kV) transmission line from the
Comahue region to Buenos Aires since 1999. The company is 65%
controlled by Citelec S.A., an Argentine holding company that
purchased Transener in 1993 from the national government during
the privatization of a great portion of the Argentine electric
sector. With National Grid's transfer authorization of its
participation in Citelec (42.486% to a domestic investor fund
Dolphin Fund Management and 0.007% to Petrobras Energia S.A. by
its preferred exercised rights), both companies hold a 50%
participation in Citelec.

Liquidity

Transener's financial flexibility and liquidity position are
severely restricted by the company's financial restructuring
process. As of March 2005, the company had about US$570 million
of debt and cash reserves of US$70 million. Transener's
liquidity will remain constrained until the company restructures
its debt.

Primary Credit Analyst: Sergio Fuentes, Buenos Aires (54) 114-
891-2131; sergio_fuentes@standardandpoors.com

Secondary Credit Analyst: Mariano Ingaramo, Buenos Aires (54)
114-891-2124; mariano_ingaramo@standardandpoors.com


VINTAGE PETROLEUM: 1990 Stock Plan Amendment Favors Directors
-------------------------------------------------------------
The stockholders of Vintage Petroleum, Inc. approved, on May 10,
2005, Amendment Number 8 (the "Amendment") to the Vintage
Petroleum, Inc. 1990 Stock Plan, as amended (the "1990 Plan").
The sole purpose of the Amendment is to make the co-founders of
the Company eligible to receive awards under the 1990 Plan. The
1990 Plan authorizes the grant of awards to key employees
(including officers and directors who are employees) of the
Company, as well as to non-employee directors of the Company,
but the language of the 1990 Plan specifically excluded Charles
C. Stephenson, Jr. and Jo Bob Hille, who were the co-founders of
the Company, from eligibility to receive awards under the 1990
Plan.

The Amendment deleted the language that excluded Mr. Stephenson
and Mr. Hille from eligibility. Mr. Stephenson reassumed his
position as President and Chief Executive Officer of the Company
in February 2004. Mr. Hille is no longer an employee or director
of the Company and, accordingly, will not receive any awards
under the 1990 Plan.

About Vintage

Vintage Petroleum, Inc. is an independent energy company engaged
in the acquisition, exploitation and exploration of oil and gas
properties and the marketing of natural gas and crude oil.
Company headquarters are in Tulsa, Oklahoma, and its common
shares are traded on the New York Stock Exchange under the
symbol VPI.

CONTACT: Vintage Petroleum, Inc., Tulsa
         Mr. Robert E. Phaneuf
         Phone: 918-592-0101

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



=============
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INTELSAT: North American Video Pumps 1Q05 Revenues Up 25%
---------------------------------------------------------
Intelsat, Ltd., a global satellite communications leader
providing services in over 200 countries and territories,
reported Friday results for the quarter ended March 31, 2005.

On January 28, 2005, Intelsat, Ltd. was acquired (the
"Acquisition") by Intelsat Holdings, Ltd., a Bermuda company
formed at the direction of funds advised by or associated with
certain private equity firms. For comparative purposes, when we
refer in this press release to our results for the first quarter
of 2005 or the quarter ended March 31, 2005, we are referring to
our combined results for the period from January 1, 2005 through
January 31, 2005 and for the period (post-Acquisition) from
February 1, 2005 through March 31, 2005.

Intelsat, Ltd. and its subsidiaries, referred to as Intelsat or
the Company, reported revenue of $293.2 million and a net loss
of $151.7 million for the quarter ended March 31, 2005. Results
included a net non-cash impairment charge of $69.2 million
related to the previously reported IS-804 satellite failure. The
Company also reported EBITDA, or earnings before interest, taxes
and depreciation and amortization, of $71.4 million for the
quarter, which included the effect of the IS-804 satellite
impairment charge, charges of $59.7 million associated with the
Acquisition, and a one-time $9.9 million net benefit from the
payment of the Company's claims in connection with the MCI
WorldCom bankruptcy. (In this release, financial measures are
presented both in accordance with United States generally
accepted accounting principles ("GAAP") and also on a non-GAAP
basis. All EBITDA, EBITDA margins, covenant EBITDA and free cash
flow from operations figures in this release are non-GAAP
financial measures. Please see the financial summary below for
information reconciling non-GAAP financial measures to the most
directly comparable GAAP financial measures.)

The Company also reports "covenant EBITDA," a term based on
Consolidated EBITDA, as defined in the covenants to the
Company's credit agreement dated January 28, 2005, which is a
pro forma presentation of EBITDA reported as if the Company's
March 2004 acquisition of the Intelsat Americas assets and
October 2004 acquisition of the COMSAT General business had
occurred as of January 1, 2004. The measure also adjusts for
certain operating expense items. Using the methodology
prescribed in the Company's credit agreement to calculate
covenant EBITDA, the Company reported approximately $205.7
million of covenant EBITDA for the quarter ended March 31, 2005,
compared with covenant EBITDA of $199.9 million for the quarter
ended March 31, 2004 and compared with covenant EBITDA of $196.0
million for the quarter ended December 31, 2004.

Intelsat generated strong free cash flow from operations of
$99.7 million for the first quarter of 2005. Free cash flow from
operations is defined as net cash provided by operating
activities, less payments for satellites and other property,
plant and equipment and a payment for a deposit on a future
satellite.

"Intelsat is executing strategically and operationally and has
delivered solid year-over-year revenue growth, driven by our
Intelsat Americas acquisition, our Intelsat General government
business, and GlobalConnex(SM), our portfolio of managed
services, which is our fastest-growing offering," said Intelsat
Chief Executive Officer, David McGlade, who officially assumed
his new role on April 1. "I'm enthusiastic about taking the
reins of a global leader in satellite communications services
that has global scale, great assets and people, strong financial
sponsorship, and the right forward strategy to perform. Our team
continues to play to its strengths in growth areas like North
American video, government and managed services, while driving
the business toward better efficiency and maintaining strong
free cash flows."

Business Highlights

Intelsat's 2005 first quarter results featured solid business
momentum in key growth areas. The Company added to its strong
presence in the distribution of foreign language cable
programming in North America through deals with Genesis Networks
and Firestone Communications, while also profiling its ability
to deliver high definition programming through its carriage of
CBS's coverage of the NCAA men's basketball tournament.
Meanwhile, the newly constituted Intelsat General Corporation,
which consists of the previously existing Intelsat Government
Solutions Corporation and the COMSAT General business acquired
by Intelsat in the fourth quarter of 2004, signed several key
new contracts and renewals with U.S. government customers. In
its Data, Carrier and Internet sector, the Company announced a
new four-year cellular backhaul contract with PT Indosat of
Indonesia and commenced its recently signed contract renewal
with leading VSAT services provider, Hughes Network Systems.
Also during the quarter, the Company completed its integration
of the Intelsat Americas fleet ahead of schedule.

Subsequent to the closing of the Acquisition, on April 15, 2005,
the U.S. Federal Communications Commission (FCC) announced that
it has found Intelsat to be in compliance with all of the
privatization requirements of the ORBIT Act. The FCC found that
Intelsat has substantially diluted the ownership of its former
signatories and thus, the FCC determined, Intelsat may now
provide direct-to-home, direct broadcast satellite, Ka- and V-
band satellite services, among others.

Financial Results for the Quarter Ended March 31, 2005

Intelsat's results for the quarter ended March 31, 2005 compared
with the corresponding prior-year period included higher lease
services revenue attributable to the Intelsat Americas(TM)
satellites and revenue from the newly constituted Intelsat
General Corporation, as well as higher managed services revenue.
Several generally non-recurring items affected the reported
EBITDA and net loss figures, including:

-- a non-cash impairment charge of $69.2 million to write off
the book value of the IS-804 satellite;

-- $59.7 million of charges associated with the Acquisition; and

-- a $9.9 million net benefit from the payment of the Company's
claims in connection with the MCI WorldCom bankruptcy,
approximately $2.7 million of which was recognized as revenue,
$6.7 million as a reduction in bad debt expense, and $0.5
million as other income.

In accordance with purchase accounting guidelines, the Company
valued its assets and liabilities to reflect their fair market
values as of the closing of the Acquisition. As a result of the
increase in the value of depreciable assets, the Company
recorded an additional $17.3 million of depreciation expense in
the first quarter. Additionally, this valuation resulted in a
reduction of the book value of the Company's total debt by
approximately $200 million, resulting in non-cash incremental
interest expense of $3.9 million in the first quarter as this
reduction is accreted back to principal.

Total revenue increased $59.3 million, or 25 percent, to $293.2
million for the quarter ended March 31, 2005 from $233.9 million
for the quarter ended March 31, 2004. The increase compared to
the 2004 first quarter was primarily attributable to a net
increase in lease services revenue of $41.7 million, which
resulted from the contributions of the Intelsat Americas
satellites, the acquisition of which was completed in March
2004, and the first full quarter of results from the newly
constituted Intelsat General Corporation. Channel services
revenue declined by $9.1 million to $60.3 million, reflecting
recent business trends in this area as well as the impact of the
IS-804 satellite failure. This decline was offset by an increase
of $9.6 million in revenue from managed services, which totaled
$24.6 million for the quarter. Other revenues, primarily from
mobile satellite services (MSS) acquired as part of the COMSAT
General acquisition in October 2004 and now provided by Intelsat
General, totaled $18.1 million. MSS services were not provided
in the prior-year period.

Total operating expenses for the quarter ended March 31, 2005
were $357.3 million, including the $69.2 million non-cash
impairment charge, representing a 109 percent increase from the
$170.8 million reported for the quarter ended March 31, 2004.
Depreciation and amortization expense increased $31.3 million to
$135.1 million for the quarter ended March 31, 2005, primarily
due to three factors: an upward adjustment of $17.3 million to
reflect the application of purchase accounting treatment, offset
in part by a $3.5 million reduction in depreciation expense
owing to the write-off of the IS-804 satellite; a full quarter
of depreciation recorded on the Intelsat Americas satellites
compared with approximately two weeks in the prior-year period;
and depreciation expense related to the IS-10-02 satellite that
entered service in August 2004. The remaining $86.0 million of
increased operating expenses included $59.7 million of charges
associated with the Acquisition, and $28.8 million in
incremental operating expenses associated with the first full
quarter of Intelsat General activity, among other expense items,
partially offset by a $6.7 million reduction in bad debt expense
resulting from the payment of our claims in the MCI WorldCom
bankruptcy.

Loss from continuing operations and net loss were $151.7 million
for the quarter ended March 31, 2005. The first quarter 2005 net
loss compares with net income of $16.8 million for the quarter
ended March 31, 2004. The Company reported income from
continuing operations of $20.6 million for the prior-year
period, and a loss from discontinued operations of $3.9 million.
The net loss for the 2005 period as compared with the prior year
was primarily due to the IS-804 impairment charge, expenses
related to the Acquisition, higher operating expenses as
explained above, and higher interest expense resulting from
recent financings used to fund the Acquisition and to finance
the repurchase by Intelsat Holdings, Ltd. of a portion of its
preferred shares. These financings included a new $300 million
revolving credit facility, a new $350 million term loan
facility, and $2.55 billion of floating rate and other senior
notes. Intelsat also issued $478.7 million principal amount at
maturity of 9.25% discount notes, which yielded approximately
$305 million of net proceeds at issuance.

EBITDA decreased $91.5 million, to $71.4 million, or 24 percent
of revenue, for the quarter ended March 31, 2005 from $162.9
million, or 70 percent of revenue, for the same period in 2004.
The decrease was primarily due to the IS-804 impairment charge
and one-time and non-recurring charges as described above. The
decrease in EBITDA as a percentage of revenue was also due to
the previously-mentioned factors, in addition to the larger
impact of managed services and Intelsat General, both of which
carry lower EBITDA margins than traditional fixed satellite
services.

At March 31, 2005, Intelsat's backlog, representing expected
future revenue under contracts with customers, was $3.8 billion.
At December 31, 2004, Intelsat's backlog was $4.0 billion. The
decline in backlog resulted in part from the impact of the IS-
804 failure. On February 17, 2005, Intelsat and New Skies
Satellites, B.V. agreed to the terms of a revenue sharing
arrangement to accommodate certain customers affected by the IS-
804 failure who could not be relocated to other Intelsat
satellites. Under the terms of the arrangement, affected
customers remain under contract with Intelsat, and Intelsat
shares in the revenue generated from the services now provided
on the NSS-5 satellite. The agreement also gives Intelsat the
option to provide reciprocal services to New Skies should it
experience an anomaly in a New Skies satellite and seek
restoration capacity for its own customers' services.

Intelsat believes that its global communications network is used
to support five principal service applications. Based on
Intelsat's analysis of transmission plans and other information
provided by customers, Intelsat estimates that the percentage of
consolidated revenue for the quarters ended March 31, 2004 and
2005 generated by the sale of capacity for each service
application category was as set forth in the table below. These
percentages provide a basic indication of the ultimate end use
of Intelsat's services, but may not fully reflect all of such
end uses, because Intelsat does not necessarily know about all
end uses of its satellite capacity. Intelsat's management is
currently reviewing the service application category
delineations set forth below and may determine in the future to
provide such estimated end use information in a different manner
or not to provide this information at all.

                      Three Months Ended March 31,
   (unaudited)                  2004         2005
   -----------                  ----         ----
   Carrier                       37%          27%
   Corporate Networks            26%          25%
   Video                         16%          18%
   Government/Military           11%          22%
   Internet                      10%           8%

About Intelsat

Intelsat is a global communications provider offering flexible
and secure services to customers in over 220 countries and
territories. Intelsat has maintained a leadership position for
over 40 years by distributing video, voice, and data for
television and content providers, government and military
entities, major corporations, telecommunications carriers, and
Internet service providers. Intelsat's reach, power and
expanding solutions portfolio deliver information reliably and
quickly to every corner of the globe.

To see financial statements:
http://bankrupt.com/misc/INTELSAT.htm



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BRASKEM: Details Reverse Stock Split
------------------------------------
As previously informed to the market in the Shareholders
Announcement of April 05, 2005 and in the "Relevant Fact" of
March 15, 2005, Braskem reminds its shareholders and investors
that, as of Monday - May 16, 2005 - the current ratio of
Braskem's class A preferred shares per ADS (BAK) - of one (1)
ADS representing one thousand (1,000) class A preferred shares -
will be changed into one (1) ADS representing two (2) class A
preferred shares of the Company. Therefore, as of May 16, 2005,
Braskem's ADS quotation will correspond initially, to the
closing quotation of May 13, 2005 divided by 2 (two).

This change is a result of a simultaneous two hundred and fifty
(250) to one (1) reverse stock-split in the Brazilian market and
a 100% ADR distribution in the U.S. market, whereby for each one
(1) ADS held, the holder will receive an additional one (1) ADS.

For more details, please refer to the respective "Corporate
Action" circular of Braskem's depositary bank in the USA - the
Bank of New York - dated May 6, 2005.

CONTACT:  Braskem
          Jose Marcos Treiger  Luiz Henrique Valverde
          Investors Relations  Investors Relations
          Director  Manager
          Tel: (55 11) 3443 9529
               (55 11) 3443 9744
          Email: jm.treiger@braskem.com.br
                 luiz.valverde@braskem.com.br


CHAPECO: Declared Bankrupt by Santa Catarina State Court
--------------------------------------------------------
A Brazilian court has declared slaughter house Chapeco bankrupt.
Chapeco is 65% owned by Argentine group Macri, while 30% belongs
to Brazilian development bank BNDES and the rest is floating on
the stock market. Local newspaper Valor cited Judge Rosane
Portella Wolff as saying she made that decision taking into
account that the Company would have never been able to recover
from its US$340 million liabilities.

Chapeco has been inactive since 2003. The only income the firm
is generating is US$2.5 million a year from the rent of its four
plants. About US$1 million of this sum went to directors,
lawyers and accountants, while the rest was used to pay for
labor trials. Even if the rented plants were sold, the deal
would only generate a US$57 million income.

According to the court's ruling, the plants will continue to be
rented, but the rent money will not go to the Company.

"It is clear that the formal restructuring request is a farce.
The Company was completely insolvent," Judge Portella Wolff
said.

The last attempt to avoid Chapeco's bankruptcy was made in
January, when the term of the formal restructuring proceeding
expired. Since the Company didn't have resources to pay its
creditors, it asked for an extension until May, which was
granted.

On that occasion, Chapeco's CEO Celso Schmitz admitted the
Company initiated the proceedings knowing it would not be able
to lower its debts. He said the intention was to wait for the
new bankruptcy law to be approved.

Schmitz had been trying to reach a debt restructuring agreement
since 2003. Two months after the formal restructuring extension,
Chapeco presented an offer that involved a 91% haircut, which
creditors did not approve.


EMBRATEL: Releases Shareholder Meeting Minutes Summary
------------------------------------------------------
Summary Minutes of the Annual Ordinary General Meeting of
Shareholders Held on April 29th, 2005, at 4.00pm

1. Date, Place and Time: April 29th, 2005, at 4.00 p.m., at the
Company's main office, at Rua Regente Feijo nų 166/1687-B,
Centro, City and State of Rio de Janeiro.

2. Call to Meeting: Announcements published, pursuant to
Article 124 of the Brazilian Corporation Law No. 6.404/76, in
the newspaper Valor Economico in the editions of April 14th,
15th (16th and 17th - weekend) and 18th, 2005 and in the
Official Gazette of the State of Rio de Janeiro, in the
editions of April 14th, 15th and 18th, 2005. The cited
announcements were made available to interested parties on the
meeting table, with reading and transcription thereof being
waived.

3. Attendance: The meeting was attended by the shareholders of
Embratel Participacoes S.A., representing more than ninety per
cent (90%) of the voting capital, according to the records and
signatures contained in the Shareholders' Attendance Book of
the Company, as well as by Messrs. Carlos Henrique Moreira,
Isaac Berensztejn and Antonio Oscar de Carvalho Petersen Filho,
representatives of the Company's management, Mr. Erasmo Simoes
Trogo and Edison Giraldo, full members of Statutory Audit
Committee, and Mr. Fernando Alberto S. Magalhaes,
representative of Ernst & Young Auditores Independentes S/S.

4. Table: Pursuant to Article 13 of the Company's By-laws, the
meeting was presided over by the Chairman of the Board of
Directors, Mr. Carlos Henrique Moreira, who invited Mr. Antonio
Oscar de Carvalho Petersen Filho to be the Secretary of the
Meeting.

5. Deliberations:

     5.1. The attending shareholders unanimously approved that
          these Minutes were transcribed on a summarized format
          and that the publication thereof was made without the
          signatures of the Shareholders present, as provided
          for in paragraphs 1 and 2, respectively, of Article
          130, of Law n. 6.404/76.

     5.2. The attending shareholders unanimously approved the
          waive of the reading of the Company's Financial
          Statements, the Management Report and the Opinion
          issued by the Independent Auditors, since they are
          known by all shareholders present. The attending
          shareholders unanimously approved the Managers'
          Accounts, the Management Report and the Financial
          Statements regarding the fiscal year ended on December
          31st, 2004, as published in Valor Economico and the
          Official Gazette of the State of Rio de Janeiro on
          03.28.2005, and the appraisal comments made by
          shareholders Messrs. Jos‚ Teixeira de Oliveira and
          Gilberto Souza Esmeraldo were recorded in these
          Minutes.

     5.3. The management's proposal of non-distribution of
          dividends due to the negative results computed in the
          fiscal year ended on December 31st, 2004 was approved.

     5.4. The attending shareholders unanimously approved the
          election of Mr. Jos‚ Formoso Mart”nez, Mexican,
          married, engineer, bearer of the National Registry of
          Foreigners (RNE) n.§ V405864-B, enrolled with the
          Individual Taxpayers' Registry (CPF) under n.§
          059.557.727-07, resident and domiciled in this City,
          with commercial address at Av. Presidente Vargas, n.§.
          1.012 - 15th floor, Centro, Rio de Janeiro/RJ, to hold
          the position of Vice President of the Company's Board
          of Director, previously appointed to hold such
          position by the Board of Directors at the meeting held
          on February 3rd, 2005, at 3 p.m. The Director hereby
          elected presented to the Company a Non-Impediment
          Statement complying with article 147, paragraphs 1 and
          2 of Law 6.404/76, and shall remain in his office for
          the remaining management term of three (3) years held
          by this predecessor, that is to say, until the
          following Annual Ordinary General Meeting to be held
          in 2007, according to the provisions set forth in the
          Company's By-Laws and the applicable law.

     5.5. The attending shareholders unanimously approved the
          establishment of a global annual remuneration for the
          Company's managers in the amount up to (including)
          five hundred and ninety thousand and four hundred
          Reais (R$590.400,00), the distribution of which shall
          be established by the Board of Directors.

     5.6. For the election of Statutory Audit Committee's
          members, the shareholder Caixa de Previdˆncia dos
          Funcionarios do Banco do Brasil - PREVI proposed the
          election of Mr. Erasmo Simoes Trogo, as full member
          and Ms. Angela Silva de Carrijo Roda, as alternate
          member, both representatives of the shareholders
          holding the preferred shares. The controlling
          shareholder also proposed the election of the
          following members of the Statutory Audit Committee:
          Messrs. Ruy Dell`Avanzi, as full member, and Fernando
          Marotta, as his alternate, Edison Giraldo, as full
          member, and Alberto Serpa Coelho, as his respective
          alternate. Upon the voting, the Statutory Audit
          Committee took the following composition, up to the
          Annual Ordinary General Meeting of 2006: (a) Erasmo
          Simoes Trogo, Brazilian, single, bank officer and
          economist, bearer of Identity Card SSP MG n. 2237390
          and enrolled with the Individual Taxpayer Registry
          (CPF) under n.§501.237.266-20, residing and domiciled
          at Rua Visconde de Ouro Preto n.§ 71, apartment 301,
          Botafogo, City and State of Rio de Janeiro, as full
          member, and (a.1) Angela Silva de Carrijo Roda,
          Brazilian, married, bank officer and economist, bearer
          of Identity Card IFP/RJ n.§ 812640621 and enrolled
          with the Individual Taxpayer Registry (CPF) under n.§
          391.344.747-49, residing and domiciled at Estrada
          Caetano Monteiro, n.§ 321, casa 19, Pendotiba,
          Niteroi, Rio de Janeiro, ambos representatives of main
          shareholders of preferred shares, as alternate member,
          both representatives of main shareholders of preferred
          shares; (b) Ruy Dell`Avanzi, Brazilian, married,
          accountant, bearer of Identity Card RG n.§ 1958301
          SSP-SP, enrolled with the Individual Taxpayer Registry
          (CPF) under n.§ 107.137.438-91, residing and domiciled
          at Rua General Jardim, 36, City and State of Sao
          Paulo, as full member, and (b.1) Fernando Marotta,
          Brazilian, married, accountant, bearer of Identity
          Card n.§ 1.532.407-2 IFP/RJ and enrolled with the
          Individual Taxpayer Registry (CPF) under n.§
          010.955.607-00, residing and domiciled at Rua General
          Lobato Filho, 145/302, Barra da Tijuca, City and State
          of Rio de Janeiro, as alternate member; (c) Edison
          Giraldo, Brazilian, married, accountant, bearer of
          Identity Card n. 015315383-9 IFP-RJ and enrolled with
          the Individual Taxpayer Registry (CPF) under n.§
          041.564.478-04, residing and domiciled at Rua 35, n.§
          181, Camboinhas, Niteroi, State of Rio de Janeiro, as
          full member, and (c.1) Alberto Serpa Coelho,
          Brazilian, married, administrator, bearer of Identity
          Card n. 7251646-1 IFP-RJ and enrolled with the
          Individual Taxpayer Registry (CPF) under
          n.§869.959.017-20, residing and domiciled at Rua
          Joaquim Nabuco, no. 43, apto. 13, Copacabana, City and
          State of Rio de Janeiro, as alternate member, the last
          two members being incumbent and respective alternates
          elected by the majority of votes cast by the
          attendees. The Directors hereby elected declare that
          they are free to perform their duties in compliance
          with the provisions in Article 162, paragraph 2 of Law
          n. 6.404/76. Finally, it was fixed the monthly
          individual remuneration of the members of the
          Company'Statutory Audit Committee in the amount of
          three thousand Reais (R$3.000,00), in addition to
          mandatory reimbursement for the expenses incurred with
          transportation and lodging required for the
          performance of their duties, all according to the
          provisions set forth in paragraph 3 of Article 162 of
          Law n. 6.404/76.

6. Clarifications: The Chairman of the meeting clarified that:
1) The Company' Statutory Audit Committee presented a favorable
opinion regarding the financial statements, in compliance with
provisions set forth in Article 163, items II and III, of Law n.
6.404/76; and 2) The shareholders were informed that the
Company's legal publications as from this date shall be made in
the newspaper Gazeta Mercantil, however, the publication in the
Official Gazette of the State of Rio de Janeiro shall remain.

And, there being no other business to discuss, the meeting was
adjourned for the time required to transcribe these minutes.
When it started again, these minutes were read, found
appropriate and signed by all attendees.

CONTACT: Ms. Silvia M.R. Pereira
         Investor Relations
         Phone: (55 21) 2121-9662
         Fax: (55 21) 2121-6388
         E-mail: silvia.pereira@embratel.com.br
                 invest@embratel.com.br


TCP: Discloses April 25, 2005 Board Meeting Minutes
---------------------------------------------------
1. DATE, TIME AND PLACE: April 25, 2005, at 06:00 P.m., on Av.
Roque Petroni Junior, n§ 1464, 6§ andar, lado B, upon call
notice, as provided for in the Bylaws.

2. CHAIRMANSHIP OF THE MEETING: Felix Pablo Ivorra Cano -
Chairman of the Meeting; Breno Rodrigo Pacheco de Oliveira -
Secretary.

3. INSTATEMENT: The meeting was convened with the attendance of
the undersigned members of the Board of Directors, representing
a quorum as stipulated in the Bylaws.

4.  AGENDA AND RESOLUTIONS:

4.1. Approval of the 2 nd issue of simple debentures of the
Company, for public distribution, within the scope of the
Company's first securities distribution program, which will be
carried out in accordance with the following details and
conditions (the "Issue" or the "Offer" and the "Debentures"):

(i)   Number of Series: The Issue shall be effected in two (2)
series;

(ii)  Issue Date: For all legal effects, the issue date of the
Debentures will be May 01, 2005 (the "Issue Date");

(iii) Unit Face Value: The Debentures shall have a unit face
value, on the Issue Date, of ten thousand reais (R$10,000.00)
(the "Unit Face Value");

(iv)  Amount of Debentures and allocation between the
respective series : An aggregate amount of one hundred thousand
(100,000) Debentures will be issued within the scope of the
Issue, a portion of which will be allocated to the 1 st Series
of the Issue ("1 st Series Debentures") and another portion
will be allocated to the 2 nd Series of the Issue ("2 nd Series
Debentures") (the 1 st Series Debentures together with the 2 nd
Series Debentures shall hereinafter be simply referred to as
"Debentures"). The allocation of the Debentures to the 1 st and
2 nd Series shall be defined in a bookbuilding procedure to be
conducted by the financial institutions responsible for
coordinating and placing the Offer ("Bookbuilding Procedure")
and ratified by the Board of Directors of the Company, at a
meeting specially called for such purpose. There will be no
minimum or maximum quantity of Debentures to be allocated to
any of the series of the Issue. If, as a result of the
Bookbuilding Procedure, all the Debentures are allocated to one
sole series of the Issue, then the other series will be
cancelled.

(v)  Total Value of the Issue: The total value of the Issue, on
the Issue Date, will be one billion reais (R$1,000,000,000.00),
which amount may be increased as provided for in "Distribution
Plan" hereinbelow;

(vi) Tenor and Maturity Date: The Debentures will be issued for
a tenor of ten (10) years, counted from the Issue Date, with
maturity date, therefore, on May 01, 2015 (the "Maturity
Date").

(vii)  Form: The Debentures shall be issued in book-entry form;

(viii) Type: The Debentures shall be of unsecured type, being
guaranteed by Telesp Celular S.A. ("Guarantor");

(ix) Convertibility: The Debentures shall not be convertible
into shares issued by the Company.

(x) Yield: The Debentures yield shall be equal to an accrued
percentage of the daily interest rates of one-day
Interfinancial Deposits - DI, extra-group over, expressed as an
annual percentage, based on two hundred and fifty-two (252)
business days, which rates are calculated and disclosed by the
Securities Custody and Settlement Agency - CETIP, said
percentage to be defined in the Bookbuilding Procedure (the
"Yield"). The Yield rate for the 1 st Series Debentures to be
defined in the Bookbuilding Procedure shall not exceed one
hundred and three point thirty per cent (103.30%) and the Yield
rate for the 2 nd Series Debentures to be defined in the
Bookbuilding Procedure shall not exceed one hundred and four
point twenty per cent (104.20%);

(xi) Yield Payment Dates: The Debenture Yield shall be payable
semiannually, in May and November of every year, the first
payment being due on November 01, 2005 and the last payment on
the Maturity Date (each date of Debenture Yield payment, a
"Yield Payment Date");

(xii) Subscription Price and Payment Form: The Debentures shall
be subscribed at their Unit Face Value added by the Yield,
calculated on a pro rata temporis basis from the Issue Date
until the date of the actual subscription and payment. The
Debentures shall be paid-up cash, in domestic currency, upon
subscription.

(xiii) Scheduled Renegotiation: The Debentures shall be
renegotiated in accordance with the below described schedule
and procedures: (a) The first renegotiation of the 1 st Series
Debentures shall occur within four (4) years from the Issue
Date, that is, on May 01, 2009 (the "1 st Series Debentures
Renegotiation Date"). The first renegotiation of the 2 nd
Series Debentures shall occur within five (5) years from the
Issue Date, that is, on May 01, 2010 (the "2 nd Series
Debentures Renegotiation Date") (the 1 st Series Debentures
Renegotiation Date and the 2 nd Series Debentures Renegotiation
Date being collectively referred to as the "Renegotiation
Date"); (b) The Company shall notify the Debentureholders, at
least twenty (20) business days in advance to the Renegotiation
Date, about the conditions resolved at a meeting of the Board
of Directors to be applied to the Debentures yield term
subsequent to the Renegotiation Date (the "New Yield Term"),
including: period of the New Yield Term; yield rate to be
effective during the New Yield Term for the Debentures; and
yield payment periodicity during the New Yield Term; (c)
Debentureholders dissenting from the renegotiation terms
approved at a meeting of the Board of Directors shall be
required to state so with the CETIP or, in case of Debentures
not in custody with the referred CETIP system, by letter
addressed to the Company, it being certain that no
communications shall be considered unless received by the CETIP
or by the Company, as the case may be, until the fifteenth (15
th ) business day before the Renegotiation Date; (d) The
Company shall be undertaken to acquire the Debentures from the
Debentureholders having dissented from the renegotiation
conditions approved at a meeting of the Board of Directors, for
the Unit Face Value added by the Yield due until the actual
acquisition date. The acquisition referred to herein shall not
be added by any premium whatsoever; (e) In the event of
disagreement by Debentureholders representing at least two
hundred million reais (R$200,000,000.00) in relation to the
above referred renegotiation, the Company will be entitled to
early redemption of all the outstanding Debentures, within up
to thirty (30) calendar days counted from the Renegotiation
Date, upon resolution by the Board of Directors and publication
of a "Notice to Debentureholders", at least fifteen (15) days
in advance to the early redemption date, for the Unit Face
Value of the Debenture, as of the Issue Date, added by Yield
accrued up to the payment date of the Debentures. No amount
referring to premium or bonus shall be payable by the Company
on the redemption balance, under the above described terms;

(xiv) Early Redemption: The Company may proceed to an early
redemption of the outstanding Debentures, at any time, upon
resolution by the Board of Directors and publication of a
"Notice to Debentureholders", at least fifteen (15) days before
the early redemption date, informing the redemption date and
procedure. The early redemption may be either total or partial,
at the Unit Face Value of each Debenture, on the Issue Date,
added by (i) Yield owed up to the payment date of the
Debentures to be redeemed and (ii) percentile premium
ascertained in accordance with the following formula,
calculated on the Unit Face Value of the Debentures
("Premium"):

Premium (%) = P (DD / TDC), where:

P = 0.7% for the 1 st Series Debentures and 0.9% for the 2 nd
Series Debentures

DD = is the number of calendar days elapsed until and including
the Renegotiation Date, counted from and including the
stipulated date of the above referred redemption,

TDC = one thousand, four hundred and sixty (1,460) for the 1 st
Series Debentures and one thousand eight hundred and twenty-
five (1,825) for the 2 nd Series Debentures, for the Yield
Period, which is the total number of days elapsed from and
including the Issue Date until and including the Renegotiation
Date.

In case of a resolution for partial early redemption, lots
shall be drawn for such purpose in the presence of the trustee
of the Issue, under the terms of the Brazilian Corporations
Act.

(xv) Elective Acquisition : The Company may, at any time,
acquire the outstanding Debentures for a price not to exceed
the Unit Face Value of the Debentures, added by the Yield,
calculated on a pro rata temporis basis from the Issue Date or
the last Yield Payment Date, as the case may be, until the
actual acquisition date. The Debentures subject to elective
acquisition by the Company may be either cancelled, kept as
treasury debentures or placed for trading in the secondary
market;

(xvi) Distribution Plan: The Debentures shall be publicly
placed in accordance with the following distribution plan
("Distribution Plan"): (a) The target public of the Issue will
be investment funds and other investors deemed to be qualified
under the terms of CVM Instruction no. 409, of August 18, 2004;
(b) No advanced reservations shall be permitted, nor maximum or
minimum lots shall be determined; (c) The acquisition of
Debentures of one series of the Issue shall not be bound to the
acquisition of Debentures of the other series of the Issue
(that is, the investors may tender bids for Debentures of one
sole series or for the two series, at their sole discretion,
without any restrictions whatsoever); and (d) The financial
institutions responsible for coordinating and placing the Offer
shall arrange for the Debentures to be placed with the
interested investors, and for such purpose may take into
consideration their relations with customers and other
considerations of a commercial or strategic nature, including a
collection of intents of investment, under the terms of CVM
Instruction no. 400/03, through a Bookbuilding Procedure. In
accordance with the market conditions and the demand, by the
investors, for the acquisition of the Debentures, at the time
of the placement of the Debentures, the Issue (i) may be
increased by a supplementary lot, at the discretion of the lead
arranger of the Issue, equal to up to fifteen per cent (15%) of
the total value of the Issue, on the Issue Date ("Supplementary
Lot") and (ii) may be increased, at the Company's sole
discretion, by an amount corresponding to no more than twenty
per cent (20%) of the total value of the Issue, on the Issue
Date ("Additional Amount"). Any Debentures that are part of the
Supplementary Lot and/or Additional Amount shall be placed with
due regard to the procedures applicable to the other Debentures
included in the Issue, except as far as the placement system is
concerned, having in regard that such Debentures that are part
of the Supplementary Lot and/or Additional Amount shall be
placed on a best effort basis;

(xvii)  Minimum Placement for Conclusion of the Offer : Under
the terms of article 30 of CVM Instruction no. 400/03, the
Offer may not be concluded unless after the total distribution
of the Debentures. The Debentures that are part of the
Supplementary Lot and/or Additional Amount shall not be
considered for purposes of ascertaining the total placement of
the Offer, as mentioned above. That is, in case there is a
demand for a Supplementary Lot and/or Additional Amount and, by
the end of the period for placement of the Debentures there is
an excess of Debentures relating to the Supplementary Lot
and/or Additional Amount not subscribed and/or paid-up, the
Offer shall be deemed to have been concluded, not being subject
to the provisions hereinbelow stipulated. In the event the
Offer is not concluded, for any reason, those investors having
already subscribed and paid-up Debentures shall receive the
amounts already used for payment of the Debentures within the
term to be indicated in the announcement made in the beginning
of the Offer, after deduction of charges and taxes due, without
any yield whatsoever. In the event of refund of any amounts to
the investors, as provided for above, the investors shall
provide a receipt for release of the amounts refunded, as well
as return the Debenture warrants the amount of which has been
refunded;

(xviii)   Registration for Distribution of the Offer: The
Debentures shall be registered for distribution on the primary
market with the Securities Distribution System - SDT,
administered by the National Administration of the Financial
Market Institutions ("ANDIMA") and operated by the CETIP;

(xix)   Registration for Trading of the Debentures: The
Debentures shall be registered for trading on the secondary
market with the National Debentures System - SND, administered
by the ANDIMA and operated by the CETIP ;

(xx) Payment Place: The payments to be made on the Debentures
shall be effected in conformity with the procedures adopted by
the CETIP or, in case of Debentures not in custody with the
above referred system, the payments shall be made to the
financial institution retained by the Company as mandate bank
of the Issue;

(xxi)   Early Maturity: The following shall be deemed as early
maturity events for the Debentures: a) winding-up or
adjudication of bankruptcy or similar procedure relating to the
Company; b) filing for preventive debt rehabilitation
proceedings by the Company; c) presentation, by the Company, of
a proposed extrajudicial recovery plan to another creditor or
class of creditors, without including the Debentureholders, and
provided that such extrajudicial recovery plan is homologated
in court; d) in the event the Company shall file a request in
court for judicial recovery, regardless of granting of the
judicial recovery or of its approval by the competent court; e)
non-payment by the Company of any amounts due to
Debentureholders, on the respective maturity dates, under the
terms of the indenture, not remedied within up to five (5)
business days; f) lawful and repeated protest of notes against
the Company, the aggregate unpaid amount of which does not
exceed the equivalent in reais to thirty million North-American
Dollars (US$ 30 million), to be converted based on the selling
exchange rate PTAX 800, option 5, disclosed by the Brazilian
Central Bank on the day immediately preceding the date of
occurrence of the event provided for in this letter (f),
provided that it is validly evidenced by the Company, or if the
protest is cancelled or guarantees are posted by the Company in
court, in any event, within not more than thirty (30) days from
its occurrence; g) early maturity of any loan and/or financing
of the Company arising out of default in an obligation to pay
any amount equal or higher than the equivalent in reais to
thirty million North-American Dollars (US$ 30 million), to be
converted based on the selling exchange rate PTAX 800, option
5, disclosed by the Brazilian Central Bank on the day
immediately preceding the date of occurrence of the event
referred to in this letter (g), provided that the respective
creditor is in any manner demanding the performance of such
obligation by the Company and that the default has not been
remedied within up to 30 days counted from its occurrence; h)
exclusion, either directly or indirectly, both of Telefonica
S.A., as well as of Portugal Telecom S.G.P.S. S.A. from the
control of the Company, save if the new controlling shareholder
is a company with equal or higher rating than BBB-, as pursuant
to the rating established by Standard & Poors or Fitch Atlantic
Ratings, or Baa3, pursuant to the rating established by Moodys;
i) split-off, amalgamation or merger of the Company into
another company, save if, under the terms of article 231 of the
Corporations Act, (a) such corporate change is approved by
Debentureholders representing the majority of the outstanding
Debentures, or (b) if the right to redemption is assured to the
Debentureholders dissenting from said split-off, amalgamation
or merger; j) Guarantor's final and non-appeallable loss of the
authorization to provide mobile telephone services in its
respective coverage area, final and non-appeallable loss being
understood as the loss of an authorization which is not the
subject matter of an appeal or action on the Guarantor's part;
k) non-performance, by the Company, of any material obligation
arising out of the indenture not remedied within thirty (30)
days counted from the receipt of a written notice sent by the
Trustee;

(xxii)  Financial Institution acting as Trustee for the Book-
Entry Debentures and Mandate Bank: the financial institution
acting as trustee for the Debentures and the mandate bank shall
be Banco Bradesco S.A.; e

4.2 . Authorization for the Executive Committee of the Company,
with due regard to the legal provisions and to the Company's
Bylaws, to perform any and all acts related to the registration
of the Offer, being entitled to accept tender offers and enter
into agreement with one or more financial institutions
authorized to operate on the capital market with the purpose of
coordinating the Offer structuring and registration process, as
well as to retain the services of mandate bank, indenture
agent, trustee, rating agency, lawyers, independent auditors
and others, as the case may be, necessary for the execution of
the Offer.

5. CLOSING OF THE MEETING: There being nothing further to be
discussed, the meeting was adjourned, of which these minutes
have been drawn-up, read, approved and signed by the attending
Directors and by the Secretary, being transcribed in the proper
book.

Signatures: Felix Pablo Ivorra Cano - Chairman of the Meeting
and Chairman of the Board of Directors; Fernando Xavier
Ferreira; Eduardo Perestrelo Correia de Matos; Shakhaf Wine.
Pedro Manuel Brandao Rodrigues; Carlos Manuel de L. e V. Cruz;
Zeinal Abedin Mohamed Bava - Directors represented by Mr.
Shakhaf Wine, and Ernesto Lopez Mozo; Ignacio Aller Mallo and
Luis Miguel Gilperez Lopez - Directors represented by Mr. Felix
Pablo Ivorra Cano, and Breno Rodrigo Pacheco de Oliveira -
Secretary.

CONTACT: Telesp Celular Participacoes S.A.
         Rua Abilio Soares, 409
         Paraiso
         Sao Paulo, SP 04005-001
         Brazil
         Phone: 55-11-3059-7590



===============
C O L O M B I A
===============

CHIVOR: S&P Rating Reflects Weak Financial Profile
--------------------------------------------------
Rationale

The rating (B/Positive) on Chivor S.A. E.S.P. mainly reflects
its weak financial profile partly evidenced by the projected
weak debt service coverage for 2005 and 2006 in the context of
volatile cash generation that mirrors the largely hydro-based
Colombian electricity system. The ratings also incorporate a
limited degree of financial flexibility after the company
restructured its debt in August 2002. These weaknesses are
partly offset by the company's portfolio of power sales
contracts mainly with local electric distribution companies at a
fixed price in Colombian pesos and indexed by local inflation.
In addition, Chivor is a low-cost generator in Colombia's
electric system and benefits from a relatively large dam and a
favorable hydrology within its region. However, it faces
significant competition from other large hydro generators.

Chivor's 1,000 MW plant is projected to generate an average of
about 4,000 gigawatt-hours (GWh) per year, from which about
2,500 GWh are projected to be sold through short-and medium-term
sales contracts (of up to three years) and the remaining 1,500
GWh marketed in the volatile spot market. Chivor's main revenue
and cash flow sources are power sales under contracts, spot
market sales, capacity revenues, and, to a lesser extent,
revenues from ancillary services such as frequency control.

In November 2004, Chivor successfully refinanced a $260 million
bank loan that originated from a restructuring process in 2002,
with proceeds from a $170 million, 10-year bullet secured fixed-
rate bond and a Colombian peso 210 billion, seven-year
amortizing syndicated bank loan. As a result, Chivor
significantly extended its debt maturity schedule and lowered
its foreign exchange risk. However, as the new debt reflects
market rates and the cost of the previous financing debt was the
product of a compulsory restructuring, Standard & Poor's expects
Chivor's funds from operations (FFO) interest coverage and FFO
to total average debt, which reached 3.9x and 18.1% in 2004, to
weaken to about 2x and 3x, and to about 10% and 20% in 2005 and
2006, respectively.

Liquidity

Standard & Poor's considers Chivor's liquidity position and
financial flexibility as important credit concerns, mainly
because of the company's weak financial profile and restrictive
terms and conditions defined by the new financings, which
include restrictions on taking additional debt and also certain
financial covenants regarding interest coverage and debt ratios.
Chivor's cash generation is mostly devoted to debt service as
capital-expenditure needs are very low at about $1 million to $3
million per year, which represent only 0.2% to 0.5% of total
capital and dividend payments will be limited by a restricted
payment covenant incorporated in the bond indenture and will be
subject to debt targets.

Chivor is a relatively large hydro generator in Colombia,
representing about 8% of the country's total installed capacity.
Chivor was privatized and acquired by Chile's largest thermal
generator, AES Gener S.A., in December 1996. The The AES Corp.
acquired AES Gener in January 2001.

Outlook

The positive outlook reflects Standard & Poor's expectations
that Chivor's weak financial flexibility and projected financial
ratios mainly for 2005 will gradually improve, as a result of
the projected higher power sale prices and lower interest
payments resulting from debt amortization.

Primary Credit Analyst: Sergio Fuentes, Buenos Aires (54) 114-
891-2131; sergio_fuentes@standardandpoors.com

Secondary Credit Analyst: Federico Mora, Mexico City (52) 55-
5081-4436; federico_mora@standardandpoors.com



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

KAISER ALUMINUM: Reverses Losses to $8.3 Million Net Income
-----------------------------------------------------------
Kaiser Aluminum reported Friday net income of $8.3 million, or
$.10 per share for the first quarter of 2005, compared to a net
loss of $64.0 million, or $.80 per share, for the first quarter
of 2004.

Results for the first quarter of 2005 included a pre-tax
operating charge of $6.2 million, the majority of which was
associated with the implementation of new defined contribution
savings plans for employees. Results for the year-ago quarter
included a non-cash pre-tax charge (as recorded in discontinued
operations) of $33.0 million to reduce the carrying value of the
company's 90% interest in the Valco smelter in Ghana.

Net sales in the first quarter of 2005 were $281.4 million,
compared to $210.2 million in the year-ago period.

Commenting on the first quarter of 2005, Kaiser President and
Chief Executive Officer Jack A. Hockema said, "The company's
strong performance relative to the year-ago quarter was largely
the result of higher shipments, an unusually rich mix, and
improved realized prices in our fabricated products business. In
particular, we reported a 16% rise in shipments of fabricated
products, led by increased demand in the aerospace/high strength
market. Realized prices were higher across the board and reached
near-peak levels for plate products in response to strong near-
term demand."

Hockema added, "Of particular note is the fact that the rich
product mix and strong plate prices were key factors that lifted
first-quarter operating income in our fabricated products
business to the highest level since the 1998-2000 timeframe,
when somewhat similar market conditions existed. This result is
especially noteworthy in light of a continuing trend of higher
costs for energy and freight. Although we are pleased with the
company's operating income in the first quarter, we currently do
not expect the remaining quarters of 2005 to have as rich a mix
of products."

Hockema added, "We continue to be focused on our objective of
emerging from Chapter 11 in the second half of this year."

Kaiser Aluminum (OTCBB:KLUCQ) is a leading producer of
fabricated aluminum products for aerospace and high-strength,
general engineering, automotive, and custom industrial
applications.

To see financial statements:
http://bankrupt.com/misc/Kaiser_Aluminum.htm

CONTACT:     Kaiser Aluminum
             Scott Lamb
             Phone: 713-332-4751


NCB JAMAICA: Ratings Constrained by Jamaica's Sovereign Ratings
---------------------------------------------------------------
Rationale

The ratings (FC: B/Stable/B - LC: B/Stable/B) on National
Commercial Bank Jamaica Ltd. (NCB) are constrained by the
sovereign ratings on Jamaica, as sovereign bonds and loans to
public entities represent most of NCB's assets. The ratings are
also constrained by NCB's larger-than-peer loan concentration in
its main clients and its operating in a relatively small, highly
indebted, and nondiversified economy. The ratings are supported
by the bank's relevant market presence in the Jamaican banking
system and improving operating performance since the bank's
privatization in 2002.

NCB maintains a large exposure to Jamaica's government,
represented by investments in government bonds. In addition, an
important portion of the loan portfolio is concentrated in
Jamaican public-sector companies in which the government is the
ultimate payer. Concentration in NCB's loan portfolio is higher
than that observed in other Central American and Caribbean banks
because the loan portfolio is relatively small, there is a
reduced number of clients, and loans are larger than those of
other institutions. Although NCB is increasing its consumer
loans to improve margins and to diversify its loan portfolio,
its main business is commercial lending and it would take time
to decrease concentrations and change the business mix.

NCB is one of the leading institutions in Jamaica, holding
around a 35% market share in terms of assets. The bank benefits
from strong brand-name recognition, maintains an important
presence in retail banking, and holds a leading position in the
island's credit card business. The bank benefited in 2004 from a
positive environment of a stable foreign exchange market, lower
rates than in 2003, and improved economic conditions. In
addition, it has strengthened its credit risk underwriting by
centralizing and focusing processes, updating credit limits, and
strengthening credit approval processes for consumer loans.

While growth in the loan portfolio continues on a positive
trend, loans still represent a small 22% of total assets. The
delinquency ratio of 3.8% at March 2005 is lower than the 4.1%
reported in 2004 and 5.3% in 2003. On the same positive trend,
reserve coverage was maintained at an adequate 1.4x the balance
of nonperforming assets. As credit underwriting has
strengthened, it is expected that asset quality will remain at
current levels, barring any major event in Jamaica's economy.
Improvements in NCB's financial profile have been achieved
thanks to loan growth, higher participation of consumer loans,
and improving asset quality. Standard & Poor's Ratings Services
expects that NCB can maintain adequate profitability ratios as a
consequence of its important market share, increasing focus on
growing the loan portfolio, and its consumer loan portfolio.
Nevertheless, the bank's cost-to-income ratio is still at a weak
63%, and although it has shown a positive trend in the past two
years, it will pose a challenge to maintain as the bank follows
its expansion strategy. In our view, the bank maintains a high
regulatory capital ratio that allows loan growth, but given
expansion plans, capital ratios could be under pressure in the
future.

Outlook

The stable outlook mirrors the outlook on Jamaica's sovereign
credit ratings, and reflects NCB's significant exposure to that
country, with most of the bank's assets represented by
government securities. NCB has improved its financial profile,
but it is challenged to further increase its loan portfolio,
maintaining adequate asset quality and reducing loan
concentration. The positive developments concerning
profitability are expected to continue; however, an improvement
in efficiency has to be implemented to maintain the trend.

Primary Credit Analyst: Leonardo Bravo, Mexico City (52)55-5081-
4406; leonardo_bravo@standardandpoors.com

Secondary Credit Analyst: Jaime Carreno, Mexico City (52) 55-
5081-4417; jaime_carreno@standardandpoors.com



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

TV AZTECA: Asks Washington Court to Scrap SEC Suit
--------------------------------------------------
Mexican broadcaster TV Azteca has filed a motion with a federal
court in Washington, seeking to dismiss a SEC lawsuit that
alleges the Company withheld information on a debt sale at its
mobile telephone unit, Unefon, according to Bloomberg News.

The motion, filed by a team of lawyers at Mayer, Brown, Rowe &
Maw, argued that TV Azteca "did not know the allegedly omitted
information at the time that it filed the disclosure documents
at issue."

TV Azteca had until last week to answer the SEC suit filed
against it and senior management on Jan. 4. The suit alleges the
Company failed to disclose the Unefon transaction that led to a
US$109 million profit for company Chairman Ricardo Salinas
Pliego.



=====================
P U E R T O   R I C O
=====================

DORAL FINANCIAL: Explains Form 10-Q Filing Delay
------------------------------------------------
Doral Financial Corporation (the "Company") announced on April
19, 2005 that it had determined that the previously filed
interim and audited financial statements for the periods from
January 1, 2000 through December 31, 2004 should no longer be
relied on and that the financial statements for some or all of
the periods included therein should be restated. The Company's
Form 10-Q for the quarter ended March 31, 2005 will not be
timely filed because of delays, related to the restatement, in
the preparation of the Company's unaudited financial statements
to be included in the Form 10-Q.

The Company is currently working on the restatement, but it does
not yet have sufficient information to announce an expected date
for filing the Form 10-Q. For additional information, please
refer to the Company's Form 8-K and Form 8-K/A filed with the
Securities and Exchange Commission on April 19, 2005 and April
21, 2005, respectively.


DORAL FINANCIAL: Faces Another Securities Fraud Class Suit
----------------------------------------------------------
Law Offices Bernard M. Gross (www.bernardmgross.com) announced
that a class action lawsuit was commenced against Doral
Financial Corp. in the United States District Court for the
Southern District of New York on behalf of all persons who
purchased Doral securities (stocks and/or notes)(NYSE:DRL)
between May 15, 2000 and April 19, 2005.

The complaint alleges that during the Class Period, defendants,
Doral Financial Corp., Salomon Levis, Richard Melendez and
Richard F. Bonini made materially false and misleading
statements regarding the Company's business and prospects.
Defendants failed to disclose to the investing public that the
Company was improperly overvaluing its floating rate interest
only ("IO") Strips, an important part of its mortgage portfolio,
and thereby substantially inflating its financial results during
the Class Period. As a result, during the Class Period the
Company's net income and net gain on mortgage loan sales were
materially overstated, the Company's return on equity and
capital were materially overstated, and the Company's reported
net capital was materially overstated. Defendants also failed to
disclose to investors that the Company's risk management,
hedging strategies and internal controls were deficient and
would not protect the value of Doral's portfolio in a rising
rate environment, despite repeated reassurances to the contrary.
On April 19, 2005, Doral announced that it was restating its
financial results for 2000 through 2004. According to Doral, the
restatements are necessary to correct the accounting treatment
for valuing Doral's IO Strip portfolio. Doral admitted that
eventually it will be required to take a charge of between $290
million and $435 million. As a result of these false statements,
Doral's stock price traded at inflated levels during the Class
Period, increasing to as high as $49.45 per share on January 18,
2005. The Company sold $740 million worth of notes and $345
million worth of preferred stock during the Class Period.
However, after the truth was revealed in Doral's press release
on April 19, 2005, the Company's shares fell to below $16 per
share.

If you wish to discuss this action or have any questions
concerning this notice or your rights or interests, contact:

          Law Offices Bernard M. Gross, P.C.
          THE WANAMAKER BLDG
          Juniper and Market Sts., Suite 450
          Philadelphia, PA 19107

          Susan R. Gross, Esq.
          E-mail: susang@bernardmgross.com
          Deborah R. Gross, Esq.
          E-mail: debbie@bernardmgross.com
          Phone: (866) 561-3600 (toll free)
                 (215) 561-3600

           Web site: www.bernardmgross.com

If you are a member of this class, you can view a copy of the
complaint as filed at http://www.bernardmgross.com.Any member
of the purported class may move the Court to serve as lead
plaintiff through counsel of their choice, or may choose to do
nothing and remain an absent class member. Lead Plaintiff
motions must be filed by June 20, 2005.


R&G FINANCIAL: Smith & Smith LLP Files Class Action Lawsuit
-----------------------------------------------------------
Smith & Smith LLP announces that a securities class action
lawsuit has been filed on behalf of shareholders who purchased
securities of R&G Financial Corporation ("R&G" or the "Company")
(NYSE:RGF) between April 21, 2003 and April 25, 2005, inclusive
(the "Class Period"). The class action lawsuit was filed in the
United States District Court for the Southern District of New
York.

The Complaint alleges that defendants violated federal
securities laws by issuing a series of material
misrepresentations to the market during the Class Period
concerning the Company's financial performance, thereby
artificially inflating the price of R&G securities.

No class has yet been certified in the above action. Until a
class is certified, you are not represented by counsel unless
you retain one. If you purchased R&G securities between April
21, 2003 and April 25, 2005, you have certain rights, and have
until June 20, 2005, in which to move for Lead Plaintiff status.
To be a member of the class you need not take any action at this
time, and you may retain counsel of your choice. If you wish to
discuss this action or have any questions concerning this Notice
or your rights or interests with respect to these matters,
contact:

     Howard Smith, Esquire
     Smith & Smith LLP
     3070 Bristol Pike, Suite 112
     Bensalem, Pennsylvania 19020
     Toll-Free: (866)759-2275
     E-mail: howardsmithlaw@hotmail.com



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

PDVSA: Central Venezuela Fuel Supply Reassured
----------------------------------------------
Fuel supply to central areas in Venezuela is completely
guaranteed, as El Palito Refinery is currently capable of
producing gasoline. Workers at the refining complex continue to
carry out pre-start activities at the Catalytic Cracking Unit
(FCC) affected by a failure which caused an impact in production
of some elements used to produce gasoline.

Petroleos de Venezuela (PDVSA) guarantees El Palito refinery has
enough inventories to furnish the domestic market demand, and it
is capable of collecting production from all operating units.

PDVSA's Refining Vice-president, Alejandro Granado, stated that
the impact generated by this situation on El Palito refinery
operations was subtle, and it did not affect gasoline production
for the Venezuelan central region as components needed for the
manufacture of gasoline were provided by some other units
belonging to the Venezuelan refining system.

El Palito refinery is currently producing 130,000 crude oil
barrels per day while average production of gasoline in this
complex usually amounts to some 60,000 crude oil barrels per
day.

CONTACT: Petroleos de Venezuela S.A.
         Edificio Petroleos de Venezuela
         Avenida Libertador, La Campina, Apartado 169
         Caracas, 1010-A, Venezuela
         Phone: +58-212-708-4111
         Fax: +58-212-708-4661
         Web site: http://www.pdvsa.com.ve



                            ***********


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

Troubled Company Reporter - Latin America is a daily newsletter
co-published by Bankruptcy Creditors' Service, Inc., Fairless
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Copyright 2005.  All rights reserved.  ISSN 1529-2746.

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