TCRLA_Public/050606.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

            Monday, June 6, 2005, Vol. 6, Issue 110



ARGENTINE BANKS: Fitch Hints at Rating Upgrade
CARD SALE: Court Mandates Bankruptcy Process
DEBEFIL S.A.: Reorganization Process Starts
DEBEKO S.A.: Gets Court Protection to Reorganize
FARMACIA AVENIDA: Court Rules Bankruptcy

FRANSPORTAR S.R.L.: Liquidates Assets to Pay Debts
FULL SCOPE: Declared Bankrupt by Court
REPSOL YPF: Collaberating With Enarsa on $129M Project


LINES OVERSEAS: Named Relief Defendant in SEC Suit


NORTHERN OFFSHORE: Scheme Effective; Debt/Equity Swap Offical


BANCO BRASCAN: Fitch Ups Outlook To Stable From Negative
BANCO SANTOS: Cenbank To File Bankruptcy Motion Under Old Law
BRAZIL FAST: Doubt Continues Despite Strong Results
COPEL: Summons Shareholders to Extraordinary General Meeting
COPEL: Notifies Shareholders, Market of Share Conversion

COPEL: Details Resolutions Reached in Recently Held AGM
SAN: Fitch Upgrades Local Subsidiaries' Support Ratings
TCP: Releases Bovespa Share Sale Results
TCP: Special Board Meeting Minutes Released
VARIG: Government Grants Tentative Approval to TAP's Plan

VARIG: Closes 1Q05 With Lower Net Loss Vs. 1Q04


ECOPETROL: Seeks Partner in Cartagena Refinery Expansion Project


AHMSA: Resumes Copper Mining at Timna
GRUPO MEXICO: USW Puts ASARCO on Notice About Pollution Suit


REPSOL YPF: Signs MOU with Hunt for Camisea Project, Peru LNG


SINCOR: Government Puts Future Business Deals On Hold

     - - - - - - - - - -


ARGENTINE BANKS: Fitch Hints at Rating Upgrade
Argentina banks may see Fitch Argentina upgrade their ratings
this year following a recovery in the operating environment,
reports Business News Americas. After the country's economic and
financial crisis in late 2001 and 2002, the local banking
industry has made a surprisingly quick recovery both in terms of
lending and deposits thanks to strong economic growth, according
to Fitch managing director Lorna Martin.

Argentine banks must reduce their high exposure to government
securities, which represent 50-60% of assets, and grow their
loan book, Ms. Martin said.

CARD SALE: Court Mandates Bankruptcy Process
Card Sale S.A. enters bankruptcy protection after Court No. 1 of
Buenos Aires' civil and commercial tribunal, with the assistance
of Clerk No. 2, 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

Infobae reports that the court selected Nestor Adrian Szwarbrerg
as trustee. Mr. Szwarbrerg will be verifying creditors' proofs
of claim until the end of the verification phase on Aug. 3,

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.

CONTACT: Mr. Nestor Adrian Szwarbrerg, Trustee
         Hipolito Yrigoyen 1349
         Buenos Aires

DEBEFIL S.A.: Reorganization Process Starts
Court No. 4 of La Rioja's civil and commercial tribunal approved
a petition for reorganization filed by local company Debefil
S.A., reports Infobae.

Mr. Raul Eduardo Aparicio, a local accountant, was designated
as the Company's trustee. His duties include the verification of
credit claims and preparation of the individual and general

The court gave creditors until May 19, 2005 to present their
claims to the trustee for verification.

After verifications, the trustee will prepare the individual
reports and submit it in court on July 8, 2005. He will also
present a general report for court review on Sep. 9, 2005.

The Company will endorse the settlement proposal, drafted from
the submitted claims, for approval by the creditors during the
informative assembly scheduled on Dec. 9, 2005.

CONTACT: Mr. Raul Eduardo Aparicio, Trustee
         Corrientes 963
         La Rioja

DEBEKO S.A.: Gets Court Protection to Reorganize
La Rioja's civil and commercial tribunal Judge No. 4 issued a
resolution, granting Debeko S.A.'s petition for reorganization.
This pronouncement authorizes the Company to begin drafting a
settlement proposal with its creditors in order to avoid
liquidation. The reorganization allows Debeko to retain control
of its assets subject to certain conditions imposed by Argentine
law and the oversight of the court appointed trustee.

Mr. Raul Eduardo Aparicio has served as trustee during the
course of the reorganization. He validated the creditors' proofs
of claim until May 19, 2005. The results of the verification
will be presented in court as individual reports on July 8,
2005. The trustee is also obligated to give the court a general
report of the case on Sep. 9, 2005. The general report
summarizes events relevant to the reorganization and provides an
audit of the Company's accounting and business records.

Mr. Aparicio will present the completed settlement proposal to
its creditors during the informative assembly scheduled on Dec.
9, 2005.

CONTACT: Mr. Raul Eduardo Aparicio, Trustee
         Corrientes 963
         La Rioja

FARMACIA AVENIDA: Court Rules Bankruptcy
Court No. 6 of Buenos Aires' civil and commercial tribunal
decreed the bankruptcy of Farmacia Avenida San Juan 1500 S.C.S.,
reports Infobae. The Company will kick off the process with Ms.
Elena Beatriz Tancredi as receiver, who will verify creditors'
claims until July 5, 2005. The Company's case will conclude with
the liquidation of its assets to repay creditors. Clerk No. 11
assists the court in handling the proceedings.

CONTACT: Farmacia Avenida San Juan 1500 S.C.S.
         Avda San Juan 1500
         Buenos Aires

         Ms. Elena Beatriz Tancredi, Trustee
         Lima 131
         Buenos Aires

FRANSPORTAR S.R.L.: Liquidates Assets to Pay Debts
Fransportar S.R.L. will begin liquidating its assets following
the pronouncement of Court No. 25 of Buenos Aires' civil and
commercial tribunal that the Company is bankrupt, Infobae

The bankruptcy ruling places the Company under the supervision
of court-appointed trustees Estudio Escandell, Hurovich, Lopez
Cepero Contadores Publicos. The trustees will verify creditors'
proofs of claim until June 17, 2005. The validated claims will
be presented in court as individual reports on Aug. 17, 2005.

The trustees 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 Sep. 28, 2005.

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

CONTACT: Estudio Escandell
         Lopez Cepero Contadores Publicos, Trustees
         Presidente Peron 1509
         Buenos Aires

FULL SCOPE: Declared Bankrupt by Court
Full Scope S.R.L. is now "Quiebra" - meaning bankrupt, says
Infobae. Buenos Aires' civil and commercial tribunal Court No. 1
decreed the Company's bankruptcy and appointed Maria Susana
Taboada as receiver for the Company. Ms. Taboada will be
reviewing creditors' claims until Aug. 3, 2005. Analyzing these
claims is important because the outcome of the process will
determine the amount each creditor will get after all the assets
of the Company are liquidated. The court, which is aided by
Clerk No. 2, will conclude the bankruptcy process by liquidating
the Company's assets to repay creditors.

CONTACT: Ms. Maria Susana Taboada, Trustee
         Juana Azurduy 2449
         Buenos Aires

REPSOL YPF: Collaberating With Enarsa on $129M Project
Spanish petrochemicals group Repsol YPF will team up with
Argentine state-run oil firm Enarsa to search for crude oil and
gas off the Argentinean coast. Repsol, which bought YPF of
Argentina for US$15 billion in 1999, said it will invest US$129
million in the project. If deposits are found, the investment
figure could soar, the Company added.

Repsol recently revealed its 2005-2009 strategic plan, under
which it will invest US$6.5 billion in Argentina. About 74% of
the planned investment for Argentina will go towards exploration
and production activities for natural gas and crude oil.

Enarsa, which was set up a year ago, holds the oil and gas
exploration rights for an area covering one million square
kilometers in the area of the Atlantic ocean, which is under
Argentinean jurisdiction.


LINES OVERSEAS: Named Relief Defendant in SEC Suit
The US Securities and Exchange Commission has named Bermuda-
based Lines Overseas Management as one of the 11 relief
defendants in a civil suit filed with the US District Court for
the Southern District of New York.

According to the Royal Gazette, the SEC filed the lawsuit as
part of its investigation into last year's alleged manipulation
of shares issued by Pink Sheets-listed Aimsi Technologies Inc.
that yielded at least US$3 million in illicit trading profits.

LOM itself is not a target of the investigation and is not
accused of any wrongdoing. An LOM spokesman said the Company has
been named in the suit because LOM's Bahamas affiliate holds one
of nearly 50 accounts held at nearly two dozen banks and
brokerage firms that have been identified by the SEC in its

The SEC said the brokerage account with LOM's Bahamas unit -
which was used in the alleged scheme - was established, owned
and controlled by one of the defendants Harris Dempsey "Butch"

The SEC accuses Mr. Ballow along with four others of
disseminating false and misleading information to drive up the
trading volume and price of Aimsi's stock so they could sell
their shares at a substantial profit.

Before trading of the stock was suspended last December, the SEC
alleges the defendants had at least $3 million in illicit
trading profits.

LOM's Bahamas affiliate is in contact with the SEC on this
matter, and is co-operating within the bounds of the laws under
which it operates.

          The LOM Building
          27 Reid Street
          Hamilton HM 11

          Tel: 441 292 5000
          Fax: 441 295 3343

          LOM Asset Management Limited
          Tel: 441 296 5802
          Fax: 441 296 5597

          LOM Securities (Bahamas) Limited
          Millennium House
          P.O. F42498-350
          Freeport, Grand Bahama

          Tel: 242 351 5000
          Fax: 242 351 7738


NORTHERN OFFSHORE: Scheme Effective; Debt/Equity Swap Offical
The former joint provisional liquidators (the JPLs) of Northern
Offshore Limited (NOL or the Company) announced Thursday that
all conditions precedent in relation to the Scheme of
Arrangement for NOL have been satisfied.  Accordingly the Scheme
was filed with the Registrar of Companies in Bermuda on May 30,
2005 and became effective on that date.

As outlined in the terms of the Scheme the former US$ Note
holders and NOK Bondholders are now entitled, subject to the
terms of the Scheme, to receive in aggregate 98% of the equity
of the Company with the balance of 2% remaining with the former
shareholders. The process for the issuance of the new equity is
currently in progress.

The Winding-up petition against the Company has been withdrawn,
the JPLs have been discharged from office and released, and the
Company is now in the control of its board of directors.

Mike Morrison of KPMG Financial Advisory Services Limited, one
of the former JPLs commented: "We are pleased to have concluded
a successful restructuring of the Company's debt obligations and
would like to take this opportunity to thank the ad hoc
committee of bondholders who have assisted us throughout the
process to effect the Scheme."

Kurt Plumer of Highland Capital, a former member of the ad hoc
committee, and one of the Company's directors, said: "We are
delighted that the restructuring of the Company has now been
completed and, with a de-leveraged business under the control of
new owners, look forward to its future success"

The JPLs can be contacted through Adrian Bourne, KPMG in London
(+ 44 (0) 207 694 3018) or Chris Giddens, KPMG Financial
Advisory Services Limited in Bermuda (+ 1 (441) 294 2653).

KPMG were advised by Tony Bugg and Bruce Bell of Linklaters in
London, and Kehinde George of Attride Sterling & Woloniecki in

The Ad Hoc Committee of Bondholders were advised by James Roome
and James Terry of Bingham McCutchen LLP in London, and Robin
Mayer of Conyers Dill & Pearman in Bermuda.

For further information, contact:
Judith Dow, KPMG Corporate Communications (London)
Tel:  0207 694 8584 Mobile: 07786 197 718
KPMG Press Office: 0207 694 8773

About KPMG:
KPMG is the global network of professional services firms who
provide audit, tax and advisory services.  KPMG LLP operates
from 22 offices across the UK with 9,000 partners and staff.
KPMG recorded a UK fee income of œ1,008 million in the year
ended September 2003. KPMG LLP, a UK limited liability
partnership, is the UK member firm of KPMG International, a
Swiss cooperative.

CONTACT: Northern Offshore Limited
         c/o KPMG Financial Advisory Services Limited
         Crown House
         4 Par-la-Ville Road
         Hamilton HM 08
         Tel: 1 441 294 2653
         Fax: 1 441 295 8280

         JSL Jet Drilling (S) Pte Ltd.
         152 Beach Road
         #09-01 Gateway East
         Singapore 189721
         Tel: 65 6 392 0201
         Fax: 65 6 392 2116


BANCO BRASCAN: Fitch Ups Outlook To Stable From Negative
Fitch Ratings, the international rating agency changed Thursday
Brascan S.A.'s ("Brascan") foreign currency, local currency and
National Long-term rating Outlooks to Stable from Negative. At
the same time, Fitch has affirmed the bank's Long-term and
Short-term foreign and local currency ratings at 'B+' and 'B'.
The National Long-term and Short-term ratings were affirmed at
'A-(bra)' (A minus(bra)) and 'F2(bra)'. The Support rating was
also affirmed at '4'.

The new Outlook reflects Fitch's expectation that the change in
Brascan's shareholder structure may cement in the next months.
Under its new shareholder structure, the Brascan Corp. Group of
Canada will hold, directly and indirectly, more than 50% of
Brascan in Brazil, reflecting the group's larger participation
in the bank's daily activities, the definition of a clearer
strategy and support for the institution in Brazil. The Stable
Outlook also incorporates Fitch's understanding that, free from
intangible assets, Brascan's capital of BRL253 million as at
December 2004 is of good quality. Given the bank's current
volume of operations, Fitch considers that its capital would be
sufficient to absorb the BRL140m (estimated at December 2004) of
fines - currently in discussion in a specific court - payable to
the Federal Tax Authority, the Central Bank and the Government
(regarding the tax / contribution on financial operations -
"CPMF"). Although the final value of the fines payable to the
Federal Tax Authority are usually significantly lower compared
to the original fines in other legal actions, it is not possible
for Fitch to estimate the probable result of the legal action or
its impact on Brascan. However, Fitch believes that even
considering an unfavorable scenario for Bascan, its current
capital and liquidity situation indicate that even in a loss
involving the total value of all fines (as of December 2004)
could be absorbed by the bank. In addition, Fitch takes a
positive view of the change in Brascan's current ownership
structure and the improved operational focus it will bring,
given the new larger shareholder's positive track-record on its
commitment with operations in Brazil. Fitch will closely monitor
potential changes in the shareholding structure and the
maintenance of its capitalisation, which can lead to future
rating actions.

Brascan is a small bank focused on treasury and investment
banking activities, with total assets of BRL1,4 billion, total
deposits of BRL174m and equity of BRL272m as at March.2005.

CONTACT: Claudio Gallina, Sao Paulo, Tel: +55-11-4504-2600
         Maria Rita Goncalves, Rio de Janeiro, +55-21-4503-2600
         Peter Shaw, New York, +1-212-908-0553

MEDIA RELATIONS: Jaqueline Ramos de Carvalho
                 Rio de Janeiro
                 Tel: +55-21-4503-2623

BANCO SANTOS: Cenbank To File Bankruptcy Motion Under Old Law
Banco Santos receiver Vanio Aguiar indicated that the Central
Bank plans to file a petition to initiate the bankruptcy
proceedings against the intervened bank before June 9, when the
new bankruptcy law takes effect.

The Central Bank's plan follows reports that creditors are
waiting to file their petition under the new law, which allows
creditors to start recuperation proceedings that boost their
chances of recovering money from a bankrupt entity.

The largest creditors - represented by pension fund association
Abrapp and KPMG - have claims to 60-70% of the bank's

The Central Bank intervened Banco Santos and its brokerage in
November last year due to financial woes and alleged
irregularities. The Central Bank announced just recently that it
would liquidate both entities.

BRAZIL FAST: Doubt Continues Despite Strong Results
Brazil Fast Food (OTCBB:BOBS.OB), a 393-outlet fast-food chain
and the second largest fast-food chain operator in Brazil,
reported financial results for its first quarter ended March 31,

System-wide sales for the first three months of 2005 increased
27 percent to BRL81,449,704 from BRL64,059,379 for the first
quarter of 2004.  Net franchise royalty fees were BRL2.5 million
for the three-month period ended March 31, 2005 -- up 34 percent
from 2004's first-quarter net franchise royalty fees of BRL1.9
million.  Operating income for the first quarter of 2005 was
BRL2.8 million, versus operating income of BRL2.2 for the same
period of 2004. Net income increased 94 percent from BRL2.02
million, or BRL0.25 per share, basic and diluted, for the first
quarter of 2005, from net income of BRL1.04 million, or BRL0.13
per share, basic and diluted, for the first quarter of 2004.

"During the first quarter of 2005, Brazil's economy continued to
provide our Company with a hospitable environment in which to
expand and strengthen its presence," Ricardo Figueiredo Bomeny,
Chief Executive Officer of Brazil Fast Food Corp. said.  "The
effects of our intensive marketing efforts, our store
modernization project and the net expansion of our chain by five
points of sale are evident in our significantly improved top-
and bottom-line financial results for the first quarter of 2005.
Although we still cannot guarantee our Company's ability to
continue as a going concern, we have made meaningful progress
across the board. During the first three months of 2005, our
Company increased revenue and earnings, reduced its level of
bank indebtedness - and thus its net interest income expense -
and cut costs as a percentage of net restaurant sales of food,
beverage and packaging. We believe that we are on the right
track to rebuilding a solid, financially stable foundation for
Brazil Fast Food - a foundation with the strength to support the
full value of our Company."

About the Company

Brazil Fast Food Corp. owns and operates, both directly and
through franchisees, the second largest chain of hamburger fast-
food restaurants in Brazil, through its wholly owned subsidiary,
Venbo Comercio de Alimentos Ltda.  Brazil Fast Food Corp.
conducts business in Brazil under the trade name "Bob's."  As of
March 31 2005, the Company had 393 points of sale, which
includes traditional restaurants, kiosks and re-locatable

At March 31, 2005, Brazil Fast Food's balance sheet showed a
R$2,190,000 stockholders' deficit, compared to a R$4,192,000
deficit at Dec. 31, 2004.

Going Concern Doubt

Trevisan Auditores Independentes raised substantial doubt about
Brazil Fast Food's ability to continue as a going concern after
it audited the Company's Form 10-K for the fiscal year ended
Dec. 31, 2004.  The Company has suffered recurring losses and
has a negative working capital and shareholders' equity, which
triggered the going concern opinion.

About the Company

Brazil Fast Food Corp. owns and operates, both directly and
through franchisees, the second largest chain of hamburger fast-
food restaurants in Brazil, through its wholly owned subsidiary,
Venbo Comercio de Alimentos Ltda.  Brazil Fast Food Corp.
conducts business in Brazil under the trade name "Bob's."  As of
Dec. 31 2004, the Company had 388 points of sale, which includes
traditional restaurants, kiosks and re-locatable trailers.

COPEL: Summons Shareholders to Extraordinary General Meeting
The shareholders of Companhia Paranaense De Energia (COPEL) are
summoned to meet at an Extraordinary General Meeting, which
shall be held at the company's headquarters located at Rua
Coronel Dulc¡dio, 800 - 10ø andar, in the city of Curitiba,
State of Paran , on June 17, 2005, at 10:30 am, to deliberate on
the following agenda:

1. Amendment to the Company's Bylaws for compliance with the
Sarbanes-Oxley Law by means of:

   a. the inclusion of the paragraph 3, in the Article 11, to
establish the existence of the Audit Committee, with the
following wording:

"Paragraph 3 At least three members of the Board of Directors
shall compose Copel's Audit Committee, which shall be ruled by a
specific internal regulation"; and

   b. the amendment to the item VI, of the Article 15 and item
IX, of the Article 21, of the Company's Bylaws, clarifying the
subordination of the internal audit to the Board of Directors,
with the following wording:

"Article 15 It is incumbent upon the Board of Directors: (...)
VI to manage, approve and review the annual plan of the internal
audit works of the Company's business processes and management"

"Article 21 It is incumbent upon the Chief Executive Officer:
(...) IX to provide resources for the performance of the
internal audit activities".

2. Adequacy of the "caput" of the Article 4, pursuant to the
prerogative set forth in the paragraph 1 of the Article 7, both
from the Company's Bylaws, by virtue of the conversion of class
A preferred shares (PNA) into class B preferred shares (PNB), by
the shareholders' request.

3. Fill the vacancy of alternate member of the Fiscal Committee
to be elected by the shareholders owning preferred shares
(Article 240 of the Corporate Law).

          Investor Relations Department

          Ricardo Portugal Alves
          (55 41) 3331-4311

          Solange Maueler Gomide
          (55 41) 3331-4359

COPEL: Notifies Shareholders, Market of Share Conversion
Companhia Paranaense de Energia - Copel announces to its
shareholders and to the market in general that in the period
between 11/01/2004 and 05/31/2005 83,399 registered class A
preferred shares (PNA) were converted into registered class B
preferred shares (PNB), by the shareholders' request, pursuant
to the prerogative set forth in the paragraph 1 of the Article 7
of the Company's Bylaws.

Therefore, at the next Shareholders' General Meeting, the
Article 4 of our Bylaws shall be recorded with the following

"Article 4 - The Company's paid-in capital stock is three
billion, four hundred and eighty million reais (R$
3,480,000,000.00), represented by two hundred, seventy three
billion, six hundred, fifty five million, three hundred, sixty
six thousand, two hundred and seventy (273,655,376,270) shares,
with no face value, of which one hundred, forty five billion,
thirty one million, eighty thousand and eighty two
(145,031,080,782) are common shares and one hundred, twenty
eight billion, six hundred, twenty four million, two hundred,
ninety five thousand, four hundred and eighty eight
(128,624,295,488) are preferred shares, of which four hundred,
four million, two hundred, ninety seven thousand and seventy
five (404,297,075) are class "A" shares and one hundred, twenty
eight billion, two hundred, nineteen million, nine hundred,
ninety eight thousand, four hundred and thirteen
(128,219,998,413 ) are class "B" shares."

COPEL: Details Resolutions Reached in Recently Held AGM
As resolved on the 50th Annual General Meeting of COPEL, held on
4.25.2005, this Company shall initiate, as of 6.24.2005, the
payment of interest on own capital of the year 2004, in
replacement to dividends, in compliance with the Law 9,249/95.

1.1.  For common shares                   R$ 0.33396
1.2.  For class "A" preferred shares      R$ 1.27167
1.3.  For class "B" preferred shares      R$ 0.36743

2.1  The withholding tax shall be fifteen percent (15%),
pursuant to the current legislation.
2.2  The IMMUNE or EXEMPT legal entities, exempt from
withholding Income Tax, shall prove up to 6.13.2005 this
situation to the company (address in item 5.1), by means of a
document issued by the Federal Revenue, or legal decision.

3.1  Credit in checking account (as registration data of the
3.2  Credit in the invoice/energy bill (for shareholders who
are COPEL's consumers).
3.3  Bank money order.

4.1.  The shareholders who opt for credit in checking account
shall send up to 6.13.2005 a correspondence to the company
(address in item 5.1), indicating the numbers of the bank,
branch and checking account.
4.2.  Those who opt for credit in the invoice/energy bill shall
submit to the company up to 6.13.2005 (address in item 5.1) a
copy of the last bill paid.

5.1  CURITIBA: Superintendencia de Mercado de Capitais -
Gerencia de Acionistas e Custodia (Capital Markets
Superintendence - Shareholders and Custody Management)
   Rua Coronel Dulcidio, 800 - 2ø
andar           Tollfree: 0800 41 2772  Fax: 0XX41 3331-2916
CEP 80420-170   E-mail:

5.3  SAO PAULO: Company's office
   Alameda Santos, 1800 - 14ø andar - s.14 b
   CEP: 01418-200  Phone/Fax: 0XX11 3289-7211

SAN: Fitch Upgrades Local Subsidiaries' Support Ratings
Fitch Ratings, the international rating agency, has upgraded the
support rating of Banco Santander Central Hispano (SAN)'s
subsidiaries in Brazil as follows:

Banco do Estado de Sao Paulo S.A. (Banespa)
-- Support to '3' from '4'.

Banco Santander Brasil S.A. (BSB)
-- Support to '3' from '4'.

Banco Santander Meridional S.A. (BSM)
-- Support to '3' from '4'.

All other ratings of the banks were affirmed by Fitch. A
complete list of ratings actions are listed below.

The upgrade of the support rating is based on the recognition of
the importance of the Brazilian operations to the parent, as
well as of the improving operating environment in Brazil, which
reduces possible sovereign constraints to the parent's
willingness to provide support.

In Brazil, SAN operates through three principal banks: Banespa,
BSB and BSM. These are separate legal entities, but in practice
function as a multiple bank and consolidate on a pro-forma basis
into a group known as Santander Banespa (SB), with unified
management, strategies, systems, and controls. Although SB is
not a legal entity, Fitch evaluates the group on a pro-forma
consolidated basis and makes no distinctions between the long
term ratings of these banks. Brazilian regulatory supervision
focuses on the 'consolidated' SB.

Their foreign currency ratings are at Brazil's country ceiling.
National ratings, as well as the local currency long-term rating
higher than Brazil's country rating, reflect shareholder
strength and the strategic importance of the Brazilian operation
to SAN, as well as Fitch's conviction that SAN is fully
committed to developing SB's competitive advantages. Banespa's
individual rating is higher than BSB's and BSM's as it reflects
a strong and evolving franchise in Brazil's most prosperous
region, which is tempered by a high yet rapidly declining volume
of intangibles carried on balance sheet. BSB's individual rating
reflects the high volume of intangibles carried on balance sheet
and a still relatively weak -- albeit improving -- operating
performance. BSM's individual rating reflects its weak operating
performance with little prospect of improvement. These
individual ratings are strengthened by SAN's franchise and the
group's risk management and technological support.

The specific rating actions taken Thursday are outlined below:

Banco do Estado de Sao Paulo S.A.
-- Support rating upgraded to '3' from '4';
-- Individual rating affirmed at 'C';
-- Long-term foreign currency rating affirmed at 'BB-';
-- Long-term local currency rating affirmed at 'BB+';
-- Short-term foreign and local currency ratings affirmed at
-- Long-term national rating affirmed at 'AA(bra)';
-- Short-term national rating affirmed at 'F1+(bra)'.

Banco Santander Brasil S.A.
-- Support rating upgraded to '3' from '4';
-- Individual rating affirmed at 'C/D';
-- Long-term foreign currency rating affirmed at 'BB-';
-- Long-term local currency rating affirmed at 'BB+';
-- Short-term foreign and local currency ratings affirmed at
-- Long-term national rating affirmed at 'AA(bra)';
-- Short-term national rating affirmed at 'F1+(bra)'.

Banco Santander Meridional S.A.
-- Support rating upgraded to '3' from '4';
-- Individual rating affirmed at 'D';
-- Long-term foreign currency rating affirmed at 'BB-';
-- Long-term local currency rating affirmed at 'BB+';
-- Short-term foreign and local currency ratings affirmed at
-- Long-term national rating affirmed at 'AA(bra)';
-- Short-term national rating affirmed at 'F1+(bra)'.

The Rating Outlook is Stable for all long-term ratings.

SAN is Spain's largest banking group (end-2004 assets:
USD776bn). It currently holds around 10% of the Latin American
commercial banking market, which generates about a third of
SAN's pre-tax profits. Brazil has the largest population in
Latin America and the second largest GDP, which renders it of
key importance to SAN's strategy for the region. SB has the
fifth largest loan portfolio and core deposit base among private
banks in Brazil.

Note to Editors:

Fitch support and individual ratings for banks: Fitch's
Individual ratings assess how a bank would be viewed if it were
entirely independent and could not rely on external support. Its
support ratings for banks deal with the question of whether a
bank would receive support from its owners or from the state if
it were to get into difficulty. These ratings are not debt
ratings but rather, respectively, an assessment of the intrinsic
strength of a bank and of any level of outside support that may,
or may not, be available to it.

Fitch's national ratings provide a relative measure of
creditworthiness for rated entities in countries where the
sovereign's foreign and local currency ratings are below 'AAA'.
National ratings are not internationally comparable since the
best relative risk within a country is rated 'AAA' and other
credits are rated only relative to this risk. They are signified
by the addition of an identifier, for the country concerned,
such as 'AAA (bra)' for national ratings in Brazil.

TCP: Releases Bovespa Share Sale Results
We hereby communicate to the Shareholders, in supplementation to
the Notice to Shareholders published on April 04, 2005, that:

(a) where as at the auction held on May 20, 2005 in the Sao
Paulo Stock Exchange - BOVESPA the shares offered for sale
resulting from the reverse split of shares of the Company have
not been sold; and

(b) where as all the shares were offered at an auction held at
the BOVESPA on this date, and all the shares were sold.

The proceeds from the sale of the shares will be made available
to the shareholders, pro rata the fractional shares held by
them, as from June 03, 2005, with due compliance with all other
conditions provided for in the notice to shareholders published
on April 04, 2005.

The shares to be offered at the auctions have not been
registered under the North-American Securities Act, 1933, as
amended (the " Securities Act ") and may not be offered or sold
in the United States of America or to any U.S. person (as such
term is defined in Regulation S under the Securities Act ),
unless said shares are registered under the terms of the
Securities Act or in case of an exception to the registration
requirements under the terms of the Securities Act .

CONTACT:  Telesp Celular Participa‡oes S.A.
          Arcadio Luis Martinez Garcia
          Investor Relations Officer

          VIVO - Investor Relations
          Tel: +55 11 5105-1172

TCP: Special Board Meeting Minutes Released
1. DATE, TIME AND PLACE: May 23, 2005, at 9:30 a.m.,
exceptionally on Praia de Botafogo n§ 501, 8§ andar, Torre
Corcovado, Botafogo, Rio de Janeiro - RJ, upon regular 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 -

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.


4.1. Substitution of one member of the Board of Directors : The
Chairman of the Board of Directors of the Company, Mr. Felix
Pablo Ivorra Cano, made all the other members of the Board aware
of the letter of resignation submitted by Mr. Eduardo Perestrelo
Correia de Matos , a Director of the Company, received by the
Chairman on May 13, 2005. For the vacancy that became available
after such resignation the Board elected Mr. Luis Paulo Reis
Cocco, Portuguese, married, business manager, holder of
Portuguese passport no. H180507, valid until January 04, 2015,
enrolled with the CPF/MF under no. 059.830.307-36, residing and
domiciled in the City of Lisbon, Portugal, with business offices
at Avenida Fontes Pereira de Melo, n§ 40, 1069-300, City of
Lisbon, Portugal . The Director elected herein shall complete
the term of office in course, that is, until the 2006 General
Meeting of Shareholders. It is recorded herein that the Director
now elected declares not to be convicted of any crime provided
by law which might prevent him from exercising business
activities, as well as that he is able to execute the statement
required by CVM Instruction no. 367/2002, and that he is
committed to submit such statement, duly signed, at the time of
the signature of his Instrument of Investiture. The investiture
of a Director residing or domiciled abroad is conditioned upon
the appointment of an attorney-in-fact residing in Brazil. The
Directors have caused their gratitude to Mr. Eduardo Perestrelo
Correia de Matos for his excellent and dedicated contribution to
the Company to be recorded in the minutes of the meeting.

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

Signatures: Felix Pablo Ivorra Cano - Chairman of the Meeting
and Chairman of the Board of Directors; Fernando Xavier
Ferreira; Shakhaf Wine and Antonio Goncalves de Oliveira. 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.

VARIG: Government Grants Tentative Approval to TAP's Plan
TAP Air Portugal Thursday garnered the Brazilian government's
approval for its plan to acquire 20% of Varig to prevent the
South American company from collapsing under a mountain of debt.
The approval is not formal, but Varig Chairman David Zylberstajn
and TAP Chief Executive Fernando Pinto said senior government
officials agreed in principle to their rescue plan for Varig
after a three-hour meeting.

At the operating level, Varig and TAP will maintain separate
operating hubs in Brazil and Portugal, but both companies will
explore operating synergies, the two executives said.

Financial details were not disclosed, but Pinto told reporters
after the meeting that "there's a lot of money involved, no

"Our plan will be revealed over time," he said. "But the volume
of capital that will enter Varig in the near future will be very

The airlines have been negotiating for weeks, but the Brazilian
government's blessing was crucial because it is Varig's largest

Varig has total debts estimated at about BRL9.5 billion, much of
which is owed to the government. However, the Supreme Court has
also ruled that the government owes Varig some BRL2.5 billion
for ticket price freezes imposed on all Brazilian airlines
during the 1990s.

Zylberstajn also revealed that Varig's controlling shareholder,
the nonprofit Rubem Berta Foundation representing airline
employees, has approved the proposal. The foundation has in the
past refused to relinquish control of the airline, but the
preliminary agreement signed with TAP mid-May specifically
included that possibility.

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

VARIG: Closes 1Q05 With Lower Net Loss Vs. 1Q04
Higher occupancy rates, which led to a surge in flight revenues
helped Varig, Brazil's largest airline, slash net loss in the
1Q05, says Dow Jones Newswires. On Thursday, the airline
revealed a net loss of BRL51.53 million for the 1Q05, down from
a net loss of BRL171.21 million in the same year-ago period.

Varig claimed flight revenues during the quarter rose 18% to
BRL2.12 billion.

The company averaged 75% occupancy during the first quarter of
2005, compared with a 73% load factor a year ago. Load factors
on international flights rose to 79% from 78% in 2004, but
domestic routes jumped to 68% during the period, from 62% in
2004, Varig said.

The Company cut commercial costs 12% to BRL382.6 million,
primarily through renegotiating commissions with agents in
Europe, the airline said. The cost of services sold soared 22%
to BRL1.52 billion.

The Company said jet fuel costs surged 25.25% during the
quarter, to BRL1.24 per liter.


ECOPETROL: Seeks Partner in Cartagena Refinery Expansion Project
State oil company Empresa Colombiana De Petroleos (Ecopetrol) is
looking for a joint venture partner in view of expanding its
Cartagena refinery that has an installed production capacity of
75,000 barrels per day (b/d), according to company president
Isaac Yanovich. Business News Americas reports that the Company
will call for bids in August on a contract to partner on the
US$800-million expansion project.

A source from Ecopetrol's refinery management department
suggests that the Company plans to award the contract by March
or April 2006, adding that it could be awarded as early as

Construction is scheduled to start in 2006 and wrap up in 2009,
said Mr. Yanovich.

The expansion project is designed to up the Cartagena refinery's
capacity to 140,000 barrels a day (b/d) and increase the
refinery's cracker plant capacity to 35,000b/d from 27,000b/d.

Ecopetrol is working with ABN Amro on the project's financing

Ecopetrol is engaged in the exploration, production,
transportation, refining and marketing of its crude and
petroleum derivatives. The company produces some 430,000 b/d of
crude and has a total installed refining capacity of about
285,000 b/d.


AHMSA: Resumes Copper Mining at Timna
Mexican steelmaker Altos Hornos de Mexico SA de CV (AHMSA) has
decided to resume copper mining at Timna, north of Eilat,
according to an Asia Intelligence Wire report. The report
suggests that AHMSA's decision came after a preliminary test
revealed that it was economically worthwhile to resume the
mining of copper ore. Israel Chemicals Ltd. (TASE: CHIM) stopped
mining at Timna 25 years ago, when it ceased being worthwhile,
due to the global plunge in copper ore prices.

AHMSA will invest US$100 million in a pilot for the project. As
part of the pilot, AHMSA will employ 700 people, training them
as miners, at Timna through the end of 2006.

If the pilot proved itself, and was found to be economically
worthwhile, AHMSA's management announced it would expand the

AHMSA posted a 1,318% increase in profits in the 1Q05,
registering MXN1.74 billion (US$158 million) compared to ARS123
million in the 1Q04. The Company also saw its sales of steel
increase 3% to 645,000t in the first quarter compared to 1Q04,
while sales revenues increased 55.5% to MXN5.8 billion during
the same period.

Since its defaulted on US$187 billion in debt, AHMSA has seen
its fortunes turn on soaring steel prices.

         International Operations
         Prolongacion Juarez s/n
         Monclova, Coah., 25770
         Phone: + 52 (866) 649 34 00
         Fax: + 52 (866) 649 23 10
         Web site:

GRUPO MEXICO: USW Puts ASARCO on Notice About Pollution Suit
The United Steelworkers (USW) said Thursday that the Union and
Don't Waste Arizona (DWAZ), a non-profit environmental
organization noted for enforcement of environmental laws, have
taken the first step toward filing a lawsuit against ASARCO,
Inc. by providing notice of intent to file suit in United States
Federal District Court under the Emergency Planning and
Community Right-To-Know Act of 1986 (EPCRA) for what appears as
insufficient reporting of the use and release of toxic chemicals
into the environment from the company's copper mining and
smelting operations in Hayden.

According to a letter sent Thursday by USW and DWAZ to fulfill
the 60-day notice requirement to perfect jurisdiction to bring
the citizen suit, ASARCO has failed to accurately complete and
submit required Toxic Chemical Release Forms for each year from
1999 through 2004 to report discharges of Nickel Compounds,
Selenium Compounds, Hydrogen Fluoride and Chlorine into the
environment. Under EPCRA, ASARCO could be subject to civil
penalties up to $32,500 per violation with liabilities that
ultimately could reach hundreds of thousands of dollars.

USW District 12 Director Terry Bonds said the Union plans to
follow through with the suit after the required 60 days have

"We have found that employers who disrespect workers often treat
the environment with the same contempt," Bonds said, "and until
ASARCO and its parent company, Grupo Mexico, start obeying our
laws and respecting workers, we'll continue in our efforts to
bring these companies to justice."

DWAZ president Steve Brittle said his group is working in the
community to raise awareness about pollution and the high
incidences of lung cancer and lead poisoning in Hayden and to
encourage ASARCO to operate responsibly.

"The government agencies charged with the task of protecting the
citizens of Arizona cannot sit by idly," he said, "and I'm proud
to work with the USW to help make sure these laws are being

Juniper Networks, Inc. (NASDAQ:JNPR) announced Thursday that
Maxcom Telecomunicaciones has deployed Juniper Networks E-series
edge routing platforms to expand its broadband network and to
introduce integrated voice, video and data services. Maxcom, one
of the leading service providers for residential users and
small- to medium-sized enterprises in Mexico City, Puebla and
Queretaro, selected the E-series for its industry-leading
performance, reliability and advanced service delivery

The deployment of the Juniper Networks routing platform is part
of a broader agreement Lucent Technologies announced last fall
with MAXCOM. Lucent Worldwide Services (LWS) served as the
multivendor systems integrator on the project and provided
maintenance support.

"The E-series allows Maxcom to increase stability and
scalability, enabling us to accommodate fast growth in DSL
subscribers and to activate new broadband services according to
market needs," said Ricardo Arevalo, Maxcom Operations and
Information Technologies vice president.

The Juniper Networks E-series platform is a central component of
the broadband edge, with a proven architecture that has been
deployed in many of the world's largest broadband networks. The
E-series is capable of providing multiple services--including
broadband remote access server (BRAS), broadband video services,
dedicated access, 802.11 wireless subscriber management, voice
over IP, internet access, security services, network address
translation--on a single platform. The modular architecture of
the E-series enables service providers to deploy the right-sized
router for their current needs and budget, while retaining the
scalability to accommodate future growth.

"The E-series unique ability to provide multiple services on a
single platform will enable Maxcom to rapidly and cost-
effectively offer a triple play solution, which bundles switched
voice, Internet and Pay-TV services," said Tim Lambie, vice-
president, Americas International of Juniper Networks. "This
diversity and bundling of services will give Maxcom an advantage
and differentiation that will help it attract and retain

About Maxcom Telecomunicaciones S. A. de C. V.

Maxcom Telecomunicaciones, S. A. de C. V., with offices in
Mexico City is a telecommunication services provider for the
small- and medium-size business and for residential users in
Mexico City and the States of Puebla and Queretaro. Maxcom
started operations in 1999 and currently offers local and long
distance telephony services and data services. Additional
information can be found at:

About Juniper Networks, Inc.

Juniper Networks is the leader in enabling secure and assured
communications over a single IP network. The company's purpose-
built, high performance IP platforms enable customers to support
many different services and applications at scale. Service
providers, enterprises, governments and research and education
institutions worldwide rely on Juniper Networks to deliver
products for building networks that are tailored to the specific
needs of their users, services and applications. Juniper
Networks' portfolio of proven networking and security solutions
supports the complex scale, security and performance
requirements of the world's most demanding networks. Additional
information can be found at

Juniper Networks, the Juniper Networks logo, NetScreen,
NetScreen Technologies, the NetScreen logo, NetScreen-Global
Pro, ScreenOS, and GigaScreen are registered trademarks of
Juniper Networks, Inc. in the United States and other countries.


REPSOL YPF: Signs MOU with Hunt for Camisea Project, Peru LNG
Repsol YPF has signed a Memorandum Of Understanding with the
North American petroleum company Hunt Oil regarding Repsol YPF's
future participation in Peru LNG and Camisea.  The specifics of
the operation are subject to due diligence.

Hunt Oil and SK Corporation currently own the Peru LNG project.
The new agreement brings Repsol YPF into the project as a third
participant. Peru LNG will build, own and operate a liquefaction
facility at Pampa Melchorita (Peru). That plant is expected to
be operational in 2009 and will produce 4.0 mmtpa of LNG for
delivery to the west coast of North and Central America.

The Camisea fields will supply the natural gas for Peru LNG from
block 88 and block 56 in central Peru. The Memorandum Of
Understanding also contemplates Repsol YPF taking a stake in
Transportadora de Gas del Peru SA (TGP), the company that
delivers natural gas and natural gas liquids from the Camisea
area via a trans-Andean pipeline.

This operation builds upon the lines of activity outlined in
Repsol YPF's 2005-2009 Strategic Plan, and which contemplates
growth in upstream and increasing the company's presence in
those area and businesses where there are high levels of
profitability, such as the integrated LNG businesses in the
Pacific Basin.

Repsol YPF's Strategic Plan also contemplates the company
increasing its commitment with respect to the assets related to
the production of natural gas, especially LNG, in the integrated
projects of Gassi Touil (Algeria), Persian LNG (Iran), and the
Caribbean (Venezuela and Trinidad & Tobago). Repsol YPF will
take advantage of business opportunities and economies of scale
resulting from the Gas Natural SDG joint venture, which will
become the third largest LNG operator in the world, and will
generate for Repsol YPF 10 million dollars per year in cost

Annex I: Peru LNG specifics

The Peru LNG Project has already signed agreements to purchase
620 MMCFD of gas from the consortium of companies that
constitute the upstream license holders in the Greater Camisea
area of Peru. The term of purchase agreements, which begin upon
completion of the construction of the liquefaction plant in
Peru, is for 18 years.

Once the natural gas produced from the Greater Camisea fields
(to be supplied primarily from Block 56) is converted into LNG,
the LNG will be exported by ship to re-gasification facilities
to be built by purchasers of Peru's LNG. Peru LNG is in advanced
stages of negotiations with a number of potential purchasers and
anticipates that final decisions associated with these
negotiations will be made in the near future.

The project requires a plant and related marine facilities to
export the LNG. Some of the major components of the plant
include: A unit for the reception and processing of natural gas;
Tanks to store the LNG; Port facilities to load the LNG onto
ships, including associated piping and a breakwater to create an
area of calm water suitable for marine loading operations;
Administrative facilities, maintenance shops and warehouses;
Housing facilities for workers and associated sewage treatment.

Plant operation will involve the following: Natural gas will
arrive at the plant through a branch pipeline from the Camisea-
Lima gas pipeline; The natural gas will be converted into
liquefied natural gas by cooling it to a temperature of minus
163 ø Celsius; The liquefied natural gas (LNG) will be stored in
tanks until loaded onto LNG transport vessels and shipped by sea
approximately every 5 days; Maintenance of the plant and
associated port facilities will be carried out on a continual
basis; The plant will be operated by trained personnel in
accordance with applicable regulations and standards to minimize
risks to personnel, the public, and the environment. The plant
is projected to operate for a minimum of 20 years.

The plant will be self sufficient for its water and electricity
requirements. Natural gas powered turbine generators will
provide electric power and a seawater desalination plant will
provide process and potable water. During the first year of
construction, while the desalination plant is being built, water
from the lower reaches of the Ca¤ete River will be used to
control dust that could be generated during ground preparation.
Bottled water will be used for drinking. All liquid or solid
waste generated will be adequately treated prior to final
disposal. Additionally, fire fighting, flare and venting systems
will provide the necessary safety protection in case of a plant
upset or emergency during start-up and operation.

Per LNG has completed comprehensive studies of the physical,
biological and social aspects in and around the area of the
proposed LNG facility. Peruvian residents provided comments on
the EIA through Peru's Ministry of Energy and Mines' public
consultation and hearing process.

Annex II: Peru LNG plant location - Pampa Melchorita

Located in a remote area of Peru, Camisea contains approximately
13 TCF of gas with significant associated liquids. The
consortium has been awarded the contract to construct and
operate the transportation system (i. e. the downstream portion
of the project) to move Camisea gas and associated liquids to
market. This includes the construction of a 700 km gas pipeline
from the Camisea fields to the city of Lima and a 575 km liquids
export line.

As far as the liquefaction terminal, the site originally
selected was Pampa Clarita, located 154 kilometers south of
Lima. Detailed engineering studies revealed that the site
offered the most technically favorable conditions. However,
results from an archeological study revealed an important
cultural development: An archaeological site evaluation led to
the discovery of the mummified remains of a two-year old boy
that had lain under Pampa Clarita for an estimated 500 years. In
an effort to avoid disruption of the area's rich cultural
heritage, the decision was made to discard Pampa Clarita as a
possible site.


SINCOR: Government Puts Future Business Deals On Hold
Oil Vice Minister Bernard Mommer announced Thursday that the
government will not approve any business deals with foreign
companies running the Sincor heavy crude upgrading project until
these firms ensure their operations adhere to the nation's oil-
related legal guidelines.

"We will work to end the illegal situations that exist (with
Sincor) so we can firmly move ahead with any new associations,"
such as the Sincor II project, Mr. Mommer said.

Last month, oil minister Rafael Ramirez accused Sincor of
producing over its legal limit and said it would have to pay as
much as US$1 billion in unpaid royalty taxes.

France's Total and Norway's Statoil are partners with the state-
run oil company Petroleos de Venezuela (PDVSA) in Sincor. The
companies are negotiating the second phase of Sincor II.

Sincor II is expected to take five or six years to reach its
full operating level and would add another 350,000 barrels of
oil a day to Sincor's current production capacity of roughly
200,000 b/d.


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

Troubled Company Reporter - Latin America is a daily newsletter
co-published by Bankruptcy Creditors' Service, Inc., Fairless
Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick,
Maryland USA. John D. Resnick, Edem Psamathe P. Alfeche and
Sheryl Joy P. Olano, Editors.

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

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
prior written permission of the publishers.

Information contained herein is obtained from sources believed
to be reliable, but is not guaranteed.

The TCR Latin America subscription rate is $575 per half-year,
delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial
subscription or balance thereof are $25 each.  For subscription
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