TCRLA_Public/050721.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

            Thursday, July 21, 2005, Vol. 6, Issue 143



AGUAS PROVINCIALES: Government Reviews Buyer's Documents
BRESSAN LEONE: Court Converts Reorganization to Bankruptcy
COELSA: Creditor Claims Authentication Process to Wind Up
TELEFONICA DE ARGENTINA: Parent to Shelve ICSID Claim in 15 Days


BAC BAHAMAS: S&P Releases Ratings Analysis


AGUAS DEL ILLIMANI: Government Proposes Acquiring Majority Stake
METROGAS: Extends Consents Solicitation to Restructure


BANCO BRADESCO: Board of Exec. Officers to Propose Payment
COPEL: Shareholders to Deliberate Tariff Adjustment
PARMALAT FINANZIARIA: Accepts Settlement Proposal With Stanley
TELEMAR: Disagrees With IRS Tax Assessment
UNIBANCO: Offers $250M Perpetual Bond


EMPRESAS IANSA: Fitch Rates $100M Senior Note Offering 'BB'
EMPRESAS IANSA: S&P Rates $100M Senior Note Offering 'BB'


BAVARIA: SABMiller Acquires Controlling Stake
BAVARIA: Moody's Places Bond Ratings on Review for Upgrade
BAVARIA: Fitch Places Ratings on Rating Watch Positive
BAVARIA: Minority Shareholders Upset About Merger
GRANAHORRAR: Privatization to Commence Early Next Month


BALLY TOTAL: Debt Deal Confounds Largest Shareholder
HYLSAMEX: Trading Volume of L Shares More Than Doubled Tuesday
SATMEX: Loral Makes Clear-Cut Commitment to Satmex 6
TV AZTECA: Second Quarter EBITDA Up 7% to Ps.1,036 Million


WILLBROS GROUP: Receives Waiver, Reactivates Credit Facility

P U E R T O   R I C O

DORAL FINANCIAL: Provides Preliminary 2005 Operating Results
DORAL FINANCIAL: Board Approves Amendments to By-laws

T R I N I D A D   &   T O B A G O

BWIA: Subcommittee to Meet Friday to Determine Airline's Fate


* URUGUAY: Fitch Rates Pending EUR300 Million Bond 'B+'


PETROZUATA FINANCE: Rages Bonds 'B+'; CreditWatch Negative

     - - - - - - - - - -


AGUAS PROVINCIALES: Government Reviews Buyer's Documents
Gas distributor Emgasud has submitted to the Santa Fe provincial
government documentation confirming its purchase of French firm
Suez's interest in water utility Aguas Provinciales de Santa Fe,
reports Dow Jones Newswires.

"We presented all the documentation that the Santa Fe
authorities requested of us, and now we're in a waiting period
because the government has to take its own time to analyze the
documents and finally decide if we're authorized or not," said
Emgasud spokesman Carlos Serrano.

"We're not going to make any more declarations," he added.

Emgasud is owned by Argentine businessman Alejandro
Ivanissevich, who also holds Fides Group and Grupo Energia BV,
which entered into exclusive talks with Suez for the Santa Fe
water concession last month.

According to an El Cronista report, Fides Group and Grupo
Energia are paying US$25 million for a total 77.5% stake in the
water company. That interest comprises Suez's 51.69% stake,
Interagua's 14.92% and Sociedad General Aguas de Barcelona's

The report adds that in the purchase documents, the likely new
controllers of Aguas Provinciales presented the renewal of
guarantees for ARS68 million (US$23.7mn), as well as a plan for
works involving ARS750 million in investment between 2006 and

Emgasud's proposal does not include rate hikes this year and
reaffirms Suez's decision to withdraw the lawsuit brought by
Aguas de Santa Fe to the International Center for Settlement of
Investment Disputes (ICSID).

BRESSAN LEONE: Court Converts Reorganization to Bankruptcy
Bressan Leone S.A., which was undergoing reorganization, entered
bankruptcy on orders from Court No. 2 of San Lorenzo's civil and
commercial tribunal, according to Infobae. The court assigned
Osvaldo Hector Jusama as the Company's receiver.

The credit verification process will be done according to the
usual and customary process, says the report.

Before the Company's reorganization case was converted into
bankruptcy, individual reports were submitted on May 20, 2005,
followed by the general report on July 7, 2005.

CONTACT: Bressan Leone S.A.
         Avda San Martin 345
         San Lorenzo (Santa Fe)

         Mr. Osvaldo Hector Jusama, Trustee
         Beron de Astrada 397
         San Lorenzo (Santa Fe)

COELSA: Creditor Claims Authentication Process to Wind Up
The court-appointed trustee for the Coelsa y Asociados S.R.L.
bankruptcy case Silvia Ines Trombetta will cease authenticating
creditors' claims tomorrow, July 22, 2005.

Out of the authenticated reports, Ms. Trombetta will prepare
individual reports to be submitted on Sep. 2, 2005. A general
report on the summary of the Company's financial status and its
bankruptcy-related events is also expected on Oct. 14, 2005.

The Company has been under the supervision of Ms. Trombetta
since Buenos Aires' civil and commercial Court No. 12 declared
it "Quiebra". The bankruptcy process will end with the disposal
of company assets in favor of its creditors.

CONTACT: Ms. Silvia Ines Trombetta, Trustee
         Viamonte 1337
         Buenos Aires

TELEFONICA DE ARGENTINA: Parent to Shelve ICSID Claim in 15 Days
Madrid-based Telefonica SA (TEF) said Tuesday it will withdraw
its US$2.8-billion arbitration claim against Argentina in 15
days, when the company will sign a new long-term contract with
the South American government, reports MarketWatch.

Telefonica, which directly and indirectly owns 98% of Telefonica
de Argentina S.A.'s shares, filed the claim in 2002 with the
International Center for the Settlement of Investment Disputes,
or ICSID. The company was seeking compensation for the Argentine
government's decision that year to convert rates into devalued
pesos and freeze them. Telefonica suspended the claim in
September 2004, but then reactivated the case in January.

Argentina's Planning Ministry did not have information about
what kind of rate adjustments will be built into Telefonica's
renegotiated contract with the government.

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


BAC BAHAMAS: S&P Releases Ratings Analysis

The ratings assigned to BAC Bahamas Bank are based on the
foreign currency ratings assigned to Banco BAC San Jose S.A. BAC
Bahamas is the offshore bank of BAC San Jos‚ and mirrors the
Costa Rican onshore bank. The two entities share the same client
base, and follow the same corporate policies, with the vast
majority of business and assets originated in Costa Rica,
denominated in U.S. dollars, and registered offshore. The
outlook is stable.

As of March 2005, BAC Bahamas had reported assets of $244
million, of which almost 80% was loans granted to Costa Rican
companies, and the rest represented mainly cash and securities.
Loans and deposits are originated in Costa Rica, following BAC
San Jos‚'s standards. Although Costa Rican regulation has made
progress in supervising consolidated groups, including both the
on-shore and the offshore operations, fractional control over
the offshore operations still poses risks to the Costa Rican
banking system, based on the contingent liability that offshore
units could represent to the banks' domestic operations. In the
case of BAC, there has been more openness than with other
players in the country to be regulated in a consolidated manner;
however, the contingency continues for the system as a whole. In
addition, the increasing dollarization of the Costa Rican
economy is a factor that could affect asset quality in the
system in general, and BAC Bahamas in particular. The bank and
the system are exposed to foreign exchange currency risk in the
case of a devaluation of the Costa Rican colon. The entire loan
portfolio is dollar-denominated and most of the bank's clients
are not net dollar generators.

The evolution of asset quality has been good, with nonperforming
assets representing 0.6% of the total loan portfolio, and
reserve coverage of 1.8x as of March 2005. Profitability remains
adequate with ROA of 1.6% in March 2005, aided by a slightly
higher interest margin and low operating expenses. The bank
received a capital injection of $6 million in 2004 to support
loan expansion. With this, the adjusted common equity-to-assets
ratio was strengthened to 11.6% in March 2005, compared to 8.9%
in 2003. The ratings on BAC Bahamas are constrained by the
foreign currency rating assigned to BAC San Jos‚, because the
ability of the Costa Rican entity to support the Bahamian bank
is limited by its ability to contribute foreign currency.


The stable outlook mirrors the outlook on the sovereign credit
ratings on Costa Rica, and reflects BAC San Jos‚'s and BAC
Bahamas Bank's significant exposure to that country. All things
being equal, a rating or outlook change on the sovereign would
prompt a similar change on the ratings or outlook on the banks.
The stable outlook takes into consideration expectations that
the banks will continue to perform adequately and expand their
businesses under the current policies.

Primary Credit Analyst: Leonardo Bravo, Mexico City (52)55-5081-

Secondary Credit Analyst: Francisco Suarez, Mexico City (52) 55-


AGUAS DEL ILLIMANI: Government Proposes Acquiring Majority Stake
The Bolivian government has offered to buy a majority stake in
basic services concessionaire Aguas del Illimani (AISA) for
US$11 million to avoid a service interruption, says Business
News Americas. The proposal came after residents in one area
threatened to launch street protests for fear that ongoing work
to extend water connections would come to a standstill in the
event of AISA ceasing to administer the service. The problem now
is that the government's US$11-million offer could not be
justified while the market price was unknown.

The material value of the Company could be determined through an
audit of the Company's books from 1997, when it won the
concession to operate basic services in the Bolivian capital La
Paz and satellite city El Alto, to date. However, AISA is
resisting the probe claiming that the period 1997-2001 has
already been covered by a previous audit.

Nevertheless, Alvaro Camacho, who heads Sisab, the basic
services regulatory body, is confident that the Company, which
is due to hand back operations to a government appointed interim
administrator on August 1, will eventually accept the audit.

Meanwhile, a deadline for AISA to make a US$5 million guarantee
deposit fell due July 19. If the Company fails to lodge the
guarantee, it will be in default on the terms of its contract,
Camacho said.

METROGAS: Extends Consents Solicitation to Restructure
MetroGAS S.A. (the Company) announced Tuesday that it is further
extending its solicitation (the APE Solicitation) from holders
of its 9-7/8% Series A Notes due 2003 (the Series A Notes), its
7.375% Series B Notes due 2002 (the Series B Notes) and its
Floating Rate Series C Notes due 2004 (the Series C Notes and,
together with the Series A Notes and the Series B Notes, the
Existing Notes) and its other unsecured financial indebtedness
(the Existing Bank Debt and, together with the Existing Notes,
the Existing Debt), subject to certain eligibility requirements,
of powers of attorney authorizing the execution on behalf of the
holders of its Existing Notes of, and support agreements
committing holders of its Existing Bank Debt, to execute an
acuerdo preventivo extrajudicial (the APE) until 5:00 p.m., New
York City time, on August 18, 2005, unless further extended by
the Company.

APE Solicitation

As of 5:00 p.m., New York City time, on July 18, 2005, powers of
attorney and support agreements had been received with respect
to approximately U.S.$75,596,000 principal amount of Existing

The APE Solicitation will remain in all respects subject to all
terms and conditions described in the Company's Solicitation
Statement dated November 7, 2003.

The Settlement Agent for the APE Solicitation is JPMorgan Chase
Bank, with telephone number (212) 623-5136 and fax number (212)

Any holder wishing to receive a copy of the Solicitation
Statement and/or ancillary documents should contact J.P. Morgan
Securities Inc. at 1-877-217-2484 in the United States or
JPMorgan Chase Bank Buenos Aires at 54-11-4348-3475/4325-8046 in

         Pablo Boselli
         Financial Manager
         Phone: (5411) 4309-1511

         Financial Information Advisor
         Lucia Domville
         Phone: (917) 375- 1984



BANCO BRADESCO: Board of Exec. Officers to Propose Payment
Banco Bradesco S.A. Executive Vice President and Investor
Relations Director Jose Luiz Acar Pedro informed the Securities
and Exchange Commission (SEC) in a letter sent Tuesday that in a
meeting to be held on August 1, 2005 the Company's Board of
Executive Officers will propose to the Board of Directors the
payment to the Company's stockholders. Upon approval of this
proposal, the payment will be made on September 1, 2005. Mr.
Pedro wrote:

The Board of Executive Officers of this Bank, in a meeting held
as of today (July 19, 2005), decided to propose to the Board of
Directors, in a meeting to be held on August 1st, 2005, the
payment to the Company's stockholders, pursuant to the Corporate
By-Laws and legal provisions, of interest on own capital related
to the month of August/2005, in the amount of R$0.057000 per
common stock and R$0.062700 per preferred stock, benefiting the
stockholders registered in the Company's records on that date
(August 1st, 2005).

Upon approval of the proposal, the payment will be made on
September 1st, 2005, at the net amount of R$0.048450 per common
stock and R$0.053295 per preferred stock, after deduction of
Withholding Income Tax of fifteen percent (15%), except for the
legal entity stockholders that are exempt from such taxation,
which will receive for the declared amount.

The respective Interests will be computed, net of Withholding
Income Tax, in the calculation of the mandatory dividends for
the year as provided in the Corporate By-Laws.

The Interests relating to the stocks under custody at CBLC -
Brazilian Company and Depository Corporation will be paid to
CBLC which will be transferred to the stockholders through the
depository Brokers.

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

COPEL: Shareholders to Deliberate Tariff Adjustment
Companhia Paranaense De Energia - Copel announced Monday that
the shareholders of the Company are called to an Extraordinary
General Meeting on August 4, 2005 at the Company's headquarters
located at Rua Coronel Dulcidio, 800 - 10 andar, in the city of
Curitiba, State of Parana, at 2:00 p.m., to deliberate on the
following AGENDA:

1. Tariff: application of the tariff adjustment authorized by
ANEEL (Brazilian Electric Power Regulatory Agency) and the
discount granted to final customers who pay their electricity
bill when due.

         Investor Relations team:
         Tel: (55-41) 222-2027

PARMALAT FINANZIARIA: Accepts Settlement Proposal With Stanley
Parmalat Finanziaria S.p.A. in Extraordinary Administration
communicates that subsequent to ministerial authorization,
Extraordinary Commissioner Enrico Bondi has accepted the
settlement proposal with Morgan Stanley. The payment made by
Morgan Stanley, for an amount of Euros 155,000,000, was received
on July 18, 2005.

Parmalat and Morgan Stanley announced on June 23, 2005 a
proposal for global settlement of their mutual claims. The Euros
155 million agreement settles all existing and potentials
actions and claims, including compensation of damages. The
litigation was originated by transactions made before that
Parmalat was declared under Extraodinary Administration.

The agreement in principle was to be presented within ten days
by the Extraordinary Commissioner, Dr. Enrico Bondi to the
Surveillance Committee and to the Ministry of Production
Activities in order to obtain their required authorizations.

          Legal Seat
          43044 Collecchio (Pr)
          Via Oreste Grassi, 26

          Administrative Seat
          20122 Milan
          Piazza Erculea, 9
          Phone: +39 02 806 8801
          Fax: +39 02 869 3863
          Web site:

TELEMAR: Disagrees With IRS Tax Assessment
Tele Norte Leste Participacoes S.A. (NYSE:TNE), a holding
company of telecommunication services providers in Brazil,
informs that it has received a tax assessment from the
Secretaria da Receita Federal, the Brazilian IRS, for R$1.35
billion related to a corporate restructuring plan implemented
almost six years ago in 1999.

The restructuring plan included the transfer, from its majority
shareholder, Telemar Participacoes, to TNE, of goodwill recorded
in connection with the acquisition of TNE shares from the
Brazilian Government at the time Telebras and its subsidiaries
were privatized. The transfer enabled TNE to increase cash flow
by allowing the Company to utilize tax credits generated by the
goodwill amortization. By the end of 2004, TNE had exhausted the
tax benefits.

The use of goodwill amortization for the purpose of generating
tax credits is provided for in Brazilian law (Law no. 9532/97).
Consequently, the Company is absolutely convinced of the
legality of the transaction, and has obtained legal opinions
from three first tier law consultants in Brazil to support its

TNE is prepared to dispute the tax assessment and will take all
necessary measures to preserve its legal rights. Although it may
take up to five years for a final verdict to be reached in a
proceeding like this one, the Company trusts that the tax
assessment will be cancelled within the administrative sphere of
the Brazilian IRS, and that there is no discrete legal issue
involved to justify dragging this discussion to court.

CONTACT: TNE - Tele Norte Leste Participacoes / Telemar
         Investor Relations

         Roberto Terziani
         Phone: 55 (21) 3131-1208
         Carlos Lacerda
         Phone: 55 (21) 3131-1314
         Fax: 55 (21) 3131-1155

         Global Consulting Group
         Kevin Kirkeby
         Tel: 1-646-284-9416
         Fax: 1-646-284-9494

UNIBANCO: Offers $250M Perpetual Bond
Unibanco, the country's third largest private bank Unibanco
(NYSE: UBB), issued a US$250 million Tier 1 perpetual bond,
reports Business News Americas. International banks Merrill
Lynch (NYSE: MER) and UBS (NYSE: UBS) will coordinate the
issuance of the bonds that are non-callable for five years from
the date of issue.

Unibanco, which is controlled by Unibanco Holdings,
will commence a roadshow in Asia and Europe for investors this

CONTACT: Unibanco - Uniao de Bancos Brasileiros S.A.
         Investor Relations Area
         Phone: (55 11) 3097-1980
         Fax: (55 11) 3813-6182


EMPRESAS IANSA: Fitch Rates $100M Senior Note Offering 'BB'
Fitch Ratings has assigned a rating of 'BB' to Empresas Iansa,
S.A.'s (Iansa) proposed offering of US$100 million of senior
notes due 2012. Fitch has also assigned international senior
unsecured local and foreign currency debt ratings of 'BB' to
Iansa. The Outlook for the ratings is Stable. Proceeds from the
offering will be used to repay existing debt.

Iansa's ratings are supported by its strong business position as
sole producer of sugar in Chile, low cost structure, and the
existence of price protection mechanisms in the domestic market.
The ratings also incorporate the exposure of the company's
agricultural businesses to weather conditions, to supply and
demand imbalances, and to competition from sugar substitutes.
Iansa's leverage has improved due to recent debt reductions but
remains high relative to cash inflows. Payment of dividends out
of retained earnings and a high dividend payout could
potentially moderate further improvement in credit protection

The company benefits from protection mechanisms on sugar,
including a price band and a tariff system that increases the
import cost of sugar. These mechanisms have been imposed by the
Chilean government since 1986, but, in 2003, underwent changes
favorable to Iansa. These changes included fixed limits on the
price band for the period 2004-2007, limits that gradually
decline each year for the period 2008-2014. In addition, imports
of sugar blends were explicitly included in the protection
system, eliminating loopholes that allowed these sugar
substitutes to enter the Chilean market at a low tariff.

Iansa enjoys one of the lowest cost structures worldwide in the
production of sugar. Over the past several years, the company
has continually boosted the yields of sugar beet production and
lowered unit production costs through a mechanized irrigation
system and enhanced crop management and seed improvement.
Continued yield gains are projected over the next several years.

During 2004, the financial performance of the company improved
significantly following a difficult operating environment during
2002 and 2003 highlighted by strong competition from import
sugar substitutes and weak results from nonsugar businesses.
Financial results were also affected in 2003 due to a
significant write-off on Iansa's grower loan portfolio.
Importantly, during 2003 and 2004, the company repaid debt using
proceeds form asset divestitures. These divestitures included
the sale of Proterra, a chain of retail stores, of Iansafruit,
the tomato paste business in Chile, and of Sofruta, the tomato
paste business in Brazil. For the year ended Dec. 31, 2004,
EBITDA reached US$36 million, up from US$15 million in 2003,
reflecting higher revenues and margin improvement from the
divestiture of unprofitable businesses.

The company's leverage remains high, given the cyclicality of
the business. At Dec. 31, 2004, the ratio of total debt to
EBITDA reached 3.7 times (x), and the ratio of EBITDA-to-
interest expense reached 4.1x. Fitch expects credit-protection
measures to remain stable in the near to medium term. The
company's financial expenses, working capital needs, and
aggressive dividend policy will limit its ability to reduce debt
from current levels.

At March 31, 2005, Iansa had US$124 million of total debt, down
from US$159 million at March 31, 2004. The majority of the debt
was dollar-denominated and 55% was due in the short term. Short-
term debt fluctuates seasonally, increasing from sowing (in
March) to harvest (in September), when it peaks. The company
provides support to local sugar beet growers in the form of
financing, fertilizers, pesticides, and irrigation and
harvesting technology, which requires working capital financing.
At March 31, 2005, grower advances reached US$46 million. The
US$100 million senior notes will refinance a US$47 million
syndicated loan and a portion of existing bank debt, improving
the debt maturity profile.

Iansa is the sole sugar producer in Chile with approximately 80%
of the market. The sugar business accounts for approximately 80%
of revenues and 65% of EBITDA. The nonsugar businesses include
the production of frozen juice concentrate for the export market
under a joint-venture (Patagonia) with Cargill, the production
and sale of tomato paste in Peru (Icatom) and the production and
sale of frozen vegetables and fruits in Chile (Iansafrut). Ebro
Puleva, a Spanish producer of sugar and other agricultural
produce, indirectly owns 12.6% of the company's equity. ED&F
Man, a sugar distributor and trader based in the U.K., owns an
indirect 12.1% equity stake. The remaining equity is owned by a
group of Chilean pension funds and the public.

EMPRESAS IANSA: S&P Rates $100M Senior Note Offering 'BB'
Standard & Poor's Ratings Services assigned its 'BB' local and
foreign currency corporate credit rating to the Chilean sugar
producer, Empresas Iansa S.A. (IANSA). The outlook is stable. At
the same time, Standard & Poor's assigned its 'BB' senior
unsecured debt rating to IANSA Overseas Ltd.'s upcoming $100
million 144A notes with bullet maturity in 2012, reflecting the
corporate credit rating of the guarantor, IANSA. IANSA Overseas
Ltd. is a wholly owned indirect subsidiary of IANSA. Principal
and interest on the bonds will be fully, unconditionally, and
irrevocably guaranteed by IANSA.

"The ratings on IANSA reflect the challenges the company will
face to adjust raw material costs and improve profitability to
compensate for the upcoming decline in price protection levels
in the sugar market in Chile starting in 2008," said Standard &
Poor's credit analyst Ivana Recalde. These factors and the
relative client sales concentration are mitigated by the
company's good competitive position as the only sugar producer
in the protected Chilean market, and the sound ties with Chilean

IANSA operates in a protected sugar market. In December 2003, in
light of the declining prices in the international sugar market
and the increased competition from substitutes and imports, the
Chilean government replaced the previous sugar band protection
system (based on 10-year moving average prices) with a new one
of fixed prices with gradual declines beginning in 2008 (of 2%
per year up to 2011, and of 6% per year between 2012 and 2014).
These percentages are significant when compared with IANSA's
current EBITDA margin of 9%. In 2014, the President will
evaluate the future of the price support mechanisms, taking into
account the international environment, the local industry, the
consumers, and the country's commercial commitments. Although
the current system gives some predictability to the company's
cash generation in the short term, it also imposes the need for
IANSA to improve margins to compensate for the declining
protection. In turn, margin evolution depends on the increase in
the productivity of sugar beet crops and the ability of the
company to translate such increases into lower raw material
prices paid to sugar beet growers. IANSA does not own the
plantations but purchases sugar beets from about 3,000
independent growers. During the past five years, the
implementation of a special agricultural program (that included
a further use of irrigation systems and fertilizers and better
plague controls), a stricter selection process to purchase only
from the more productive farmers, and the relative profitability
of sugar beets against other crops, has both resulted in
significant productivity gains for the growers and lower sugar
beet prices paid by IANSA. In our opinion, the productivity of
the sugar beet fields is likely to keep on increasing, but the
possibility of the company to continue to fully transfer such
increases into lower raw material prices remains a concern.

We expect IANSA to continue to reduce debt to a structural level
of $100 million by 2006 and to finance seasonal working capital
requirements-which peak in September-with short term bank lines.
Thus, IANSA's long-term debt requirements would be covered by
the upcoming issuance of the $100 million 144A notes with bullet
maturity in 2012. While this significantly lowers refinancing
risk in the short term, IANSA's financial performance and the
ability to refinance the bond at maturity will depend on its
success in adapting to the falling price environment as
described above, and the use made of cash accumulated in the

With annual sales of $415 million, IANSA is one of the largest
agribusiness companies in Chile and the only sugar producer in
the country that provides about 77% of the sugar consumed in the
domestic market.

The stable outlook assumes that the company's good competitive
position, attractiveness of the crop to farmers, and improved
farmer productivity should allow IANSA to maintain or slightly
improve profitability levels to at least partly offset the
declining prices in the sugar price protection system in
Chile. It also assumes that the company will maintain both a
modest investment program-less than $10 million per year and in
lines related to the company's core business-and the current
dividend policy (with a 50% payout ratio). Current rating levels
could improve if the company achieves greater-than-expected
margin levels (with a consistent increase in EBITDA margins at
about 12%) and maintains a moderate financial policy. In
contrast, a more aggressive than expected investment and
dividend policy could result in a rating revision.

Primary Credit Analyst: Ivana Recalde, Buenos Aires (54) 114-


BAVARIA: SABMiller Acquires Controlling Stake
SABMiller plc ("SABMiller") announced Tuesday a major investment
in Latin America through a transaction with the Santo Domingo
Group (the "SDG") in which SABMiller will obtain a controlling
interest in Bavaria S.A. ("Bavaria") (the "Transaction").  The
Transaction will be effected by way of a merger, and will result
in the SDG owning an economic interest of approximately 15.1% in
SABMiller. The implied equity value of Bavaria is $4.8 billion
and, including net debt and minority interests, the total
implied enterprise value for 100% of the Bavaria group is
approximately $7.8 billion.

Bavaria is the second largest brewer in South America with
leading market positions in Colombia (99% of the beer market),
Peru (99%), Ecuador (93%) and Panama (79%) where its key brands
are Aguila, Cristal, Pilsener and Atlas, respectively. The
combined business will have annual beer volumes of approximately
175 million hectolitres, pro forma aggregated net revenues of
approximately $12.5 billion and pro forma aggregated EBITDA of
approximately $3.5 billion.

Bavaria is highly complementary to SABMiller's existing
operations and provides access to a major additional source of
profitable growth in one of the global beer industry's most
strategically important and fastest growing regions.  The Andean
region of South America is forecast to achieve a compound annual
growth rate in beer volumes of 4% over the next five years, well
in excess of the global industry average of approximately 2%.

Following the Transaction, SABMiller will have a leading
position in South America, in addition to its existing strong
positions in the USA, Europe, Africa and Asia, establishing
SABMiller as a leading brewer across 5 continents. Bavaria will
further diversify SABMiller's existing portfolio of businesses
and brands in highly attractive growth markets.

SABMiller has a successful track-record and demonstrable
experience in the management of comparable operations in
developing markets. It believes that the application of its best
operating practices will enable it to generate significant
earnings enhancement in Bavaria, continuing the positive revenue
and earnings momentum that Bavaria has experienced in the last
several years.  SABMiller intends to reduce Bavaria's operating
costs and invest in the development of a portfolio of distinct
and differentiated brands to drive further revenue growth.

Annual cost synergies and operating improvements are estimated
to reach $120 million by March 2010.  SABMiller also expects
substantial profit improvements from revenue enhancement
initiatives over the same period.

On a pro forma basis, the Transaction is expected to be earnings
per share accretive, before cost and revenue synergies for the
pro forma financial year ending 31 March 2006.

The Board is confident that the IRR of the Transaction is
comfortably in excess of its cost of capital and that based upon
its assumptions, the Transaction will generate positive economic
profit by the fifth or sixth full financial year of ownership.

The Transaction

Pursuant to a merger between a subsidiary of BEVCO LLC ("BC")
(the holding company of the SDG's interest in Bavaria) and a
wholly owned subsidiary of SABMiller, SABMiller will obtain BC's
indirect 71.8% interest in Bavaria and will issue 225 million
SABMiller ordinary shares (the "Consideration Shares") with a
value of approximately $3.5 billion to the SDG based on a
weighted average US$ SABMiller share price agreed between the
parties.  As a result, BC will own an economic interest of
approximately 15.1% in SABMiller  and will be subject to a five
year lock-up, subject to certain exceptions including limited
disposals from the third year.  BC will have the right to
nominate two directors for appointment to the SABMiller Board.
In addition, Alejandro Santo Domingo and Carlos Alejandro P‚rez,
members of the executive committee of Bavaria's Board, will
serve as Vice Chairmen of a newly created board which will have
oversight of SABMiller's operations in Latin America.

Following completion of the Transaction, SABMiller will make a
cash offer to acquire the shares held by minority public
shareholders of Bavaria in Colombia, at a price per Bavaria
share of $19.48, which is the value per share that was used as a
reference for the Transaction.  SABMiller will also make a cash
offer to acquire the listed voting "A" shares in Bavaria's
subsidiary in Peru, and has agreed to acquire for cash certain
minority interests in certain other subsidiaries.  The total
cash requirement for these transactions (together the "Minority
Transactions") is estimated to be approximately $2.1 billion.

Financial information

Bavaria's turnover and EBITDA for the year ended 31 December,
2004 under Colombian GAAP was $1,904 million and $797 million
respectively.  In the first quarter of 2005, Bavaria reported an
increase in turnover of 18% to $496 million and an EBITDA
increase of 24% to US$212 million. On this basis, Bavaria's last
twelve months EBITDA to 31 March 2005 was $837 million.  Trading
in the second quarter of 2005 has been strong and Bavaria
expects to show a higher year on year growth rate than that
achieved in the first quarter of the year.

On an IFRS basis, the estimated underlying EBITDA of Bavaria for
the year ended 31 December 2004 was approximately $737 million.
The principal differences between Bavaria's Colombian GAAP and
IFRS EBITDA for the 2004 year relate to reclassification of
items shown as non operating costs under Colombian GAAP to
operating costs under IFRS.

As at 31 December 2004 Bavaria had gross assets of approximately
$5.2 billion, profit before tax of $430 million and net debt of
$1.9 billion on an IFRS basis.  The combined business will have
a strong balance sheet with an estimated pro forma net debt to
aggregated EBITDA ratio of approximately 1.8 times, supported by
strong cash flow generation.

Commenting on the Transaction, Graham Mackay, Chief Executive of
SABMiller, said:

"We are excited by the enhanced prospects for growth, in a
strategically important market, which the combination with
Bavaria brings.  We are confident that together the business
will generate considerable benefits for all stakeholders.

"We are delighted to welcome the Santo Domingo Group and the
management and employees of Bavaria to the SABMiller group.  I
believe that they will provide a significant contribution to the
future success of SABMiller.  Through this transaction, we will
be one of the largest international investors in the Andean
region, and we look forward to playing an important role in the
welfare of these local communities."

Commenting on the Transaction, Julio Mario Santo Domingo,
Chairman of Bavaria said:

"We are enthusiastic about joining forces with SABMiller.
SABMiller has an excellent strategy and a strong management team
with a demonstrated track record for creating shareholder value,
through continued growth and increasing profitability in both
developing and developed markets.

"The Bavaria management team and all the employees at Bavaria
deserve credit and acknowledgement for their successful
transformation of the company into the second largest brewer in
South America.

"We are particularly proud of the fact that, for the first time,
Colombian interests will have such an important role in a
company of the size and magnitude of SABMiller and that
SABMiller will establish their South American regional
headquarters in Bogot ."

The Transaction is conditional upon the approval of SABMiller's
shareholders and upon there having been no material adverse
change in the businesses of Bavaria or SABMiller.  A circular is
expected to be posted to shareholders within three to four
months and, if approved by shareholders, completion of the
Transaction will follow within two business days of the
Extraordinary General Meeting.

Altria, SABMiller's largest shareholder with 24.99% of the
current voting rights in SABMiller, is fully supportive of the

Merrill Lynch is acting as financial adviser to SABMiller.
JPMorgan Cazenove is acting as corporate broker and provided
certain other advice to the Company.  Merrill Lynch is acting as
joint corporate broker to the Transaction.

Lehman Brothers, Morgan Stanley and Citigroup are acting as
financial advisers to BC. Citigroup, Lehman Brothers and Morgan
Stanley are acting as financial advisers to SDG.


       SABMiller plc
       Tel: +44 20 7659 0100
       Sue Clark, Director of Corporate Affairs
       Mob: +44 7850 285471
       Gary Leibowitz, Vice President, Investor Relations
       Mob: +44 7717 428540
       Nigel Fairbrass, Head of Media Relations
       Mob: +44 7799 894265

       Philip Gawith/ Suzanne Bartch
       Tel: +44 20 7379 5151

       Merrill Lynch
       Tel: +44 20 7628 1000
       Simon Mackenzie-Smith, Managing Director
       Federico Aliboni, Managing Director
       Mark Astaire Managing Director (Corporate Broking)

       JPMorgan Cazenove (Corporate broker)
       Tel: +44 20 7588 2828
       David Mayhew, Chairman
       Ian Hannam, Managing Director
       Arjun Khullar, Director

BAVARIA: Moody's Places Bond Ratings on Review for Upgrade
Moody's Investors Service placed the Ba3 senior unsecured $500
million, seven year bond ratings of Bavaria, S.A. (Bavaria) on
review for possible upgrade following the announcement that the
company will be acquired by SABMiller plc ("SABMiller") through
a two-step process. SABMiller and the Santo Domingo Group (SDG),
the main shareholder of Bavaria, have entered into an agreement
under which a subsidiary of BEVCO LLC (BEVCO), which holds an
indirect 71.8% interest in Bavaria, will be merged into a wholly
owned subsidiary of SABMiller. SABMiller will then make a cash
offer to the minority shareholders of Bavaria, as well as the
other minority shareholders of certain Bavaria subsidiaries.

The following rating is placed on review for possible upgrade:

- 2010, $500 million, 8.88% Senior Unsecured Notes at Ba3

Moody's review will focus on what, if any, support SABMiller
will provide to the senior unsecured bonds issued by Bavaria.
Please also refer to the separate press release regarding the
ratings of SABMiller plc and Miller Brewing Company.

Bavaria, headquartered in Bogota is South America's second
largest brewer with sales for the last twelve months ending
first quarter 2005 of approximately $2 billion, EBITDA of
approximately $837 million and annual volumes for 2004 of 28.6
million hectoliters.

BAVARIA: Fitch Places Ratings on Rating Watch Positive
Fitch Ratings has placed the 'BB' foreign and local currency
credit ratings of Bavaria S.A. (Bavaria) on Rating Watch
Positive. This rating action follows the announcement by
SABMiller (SAB) that it has reached an agreement to purchase a
controlling stake in Bavaria from the Santo Domingo Group and
Fitch's subsequent affirmation of SAB's senior unsecured 'BBB'
and short-term 'F2' ratings.

The decision to place Bavaria's debt on Rating Watch Positive
reflects support possibilities by SAB and continued improvements
in Bavaria's credit profile since December 2003. Between
December 2003 and March 2005, the percentage of the company's
debt that is dollar denominated, including cross currency swaps,
has decline to 26% from 62%, while the debt at Bavaria's
subsidiaries decreased to 9.5% of its consolidated debt from
18.8%. Bavaria has also been able to eliminate restrictive debt
covenants at its Colombian subsidiary Cerveceria Leona that
previously had prohibited it from distributing dividends to
Bavaria and has reduced its off-balance sheet contingent
liabilities to US$188 million at Dec. 31, 2004 from US$319
million at the end of 2003.

The acquisition of the Santo Domingo Groups 71.8% controlling
interest in Bavaria will be entirely financed by the issue of
new SABMiller shares. The transaction will drive up SAB's pro
forma consolidated leverage as Bavaria's net debt-to-EBITDA
ratio was 2.7 times (x) during 2004 versus only 0.7x for
SABMiller for its fiscal year ended March 31, 2005. In addition
to assuming the US$1.9 billion of debt at Bavaria, SABMiller
intends to make a US$2.1 billion cash offer to Bavaria's
minority shareholders as well as those of its Peruvian and
Ecuadorian subsidiaries. As a result, SAB's net debt-to-EBITDA
ratio could increase to 1.8x from 0.7x. As highlighted in
Fitch's release dated Jan. 26, 2005, SAB's ratings already
incorporated a significant increase in its leverage due to
possible acquisitions.

On a pro forma basis, South Africa would account for 34% of
SAB's consolidated EBITDA, while Latin America would represent
21%. SAB's next most important markets are the U.S. (16%),
Europe (16%) and Africa (13%).

BAVARIA: Minority Shareholders Upset About Merger
Anglo-South African group SABMiller Plc's announcement on
Tuesday that it has agreed to buy Colombian brewer Bavaria at
US$19.48 a share, a price below Monday's close, sparked a 15.2%
sell-off in Bavaria stock to COP41,620 ($17.90) per share.
Reuters reports that minority shareholders in Bavaria dumped
shares because they were unhappy of the takeover deal.

But Clemente del Valle, head of the country's Stock
Superintendency, told Reuters that minority holders, who are
unhappy with the terms of the deal, would be allowed to request
an independent opinion of fair share value.

Mr. Del Valle said the Superintendency would then determine
which price was fairest and could order SABMiller to offer to
pay shareholders at that rate.

But by asking for an independent opinion, minority holders would
risk being paid less than what SABMiller is offering.

SABMiller Chief Executive Graham Mackay said the offer to
minority holders was based on SABMiller's average price from
July 6, when negotiations began.

"We believe this is a fair offer to minorities and acceptable to
all the regulators," said Mr. Mackay.

GRANAHORRAR: Privatization to Commence Early Next Month
Deposit insurance fund Fogafin is expected to kick off the
privatization process of state-run mortgage lender Granahorrar
in the beginning of August, Business News Americas reports,
citing Fogafin private investment relations officer Adriana
Silva. According to Ms. Silva, both international and local
firms have shown interest in Granahorrar, which the government
intervened during the financial crisis in the late 1990s to
avoid a collapse.

Fogafin hopes to receive as much as COP400 billion (US$172
million) for Granahorrar, according to estimates. The entity has
some COP130 billion in equity.


BALLY TOTAL: Debt Deal Confounds Largest Shareholder
Liberation Investment Group, LLC was disappointed at Bally Total
Fitness' inability to meet the self-imposed deadlines accepted
by the public debt holders for financial reporting. The
Liberation Investment Group announced Tuesday that it sent a
letter to the Board of Directors of Bally Total Fitness Holding
Corp. (NYSE: BFT) stating:

While trying to work constructively with members of the board
and the Company for the last several months, we were surprised
and disappointed by the Company's July 13, 2005 press release
reporting management's inability to meet generous self-imposed
deadlines accepted by the public debt holders for financial
reporting. We listened intently to the conference call during
which management tried to explain the Company's performance, and
felt that many questions were left unanswered and others were
answered insufficiently. In our estimation, last week's
announcements are further evidence that Bally's management team
continues to flounder in its efforts to set the Company on a
path to maximize shareholder value, and as a result, we believe
the capital markets have now lost any and all confidence in
current management.

The leadership of any company has to be accountable for a
company's performance, and the leadership of this Company must
now stand up and take responsibility for the performance of
Bally. Our current CEO has been at the helm for over 2 1/2 years
and was the COO of the Company for approximately 18 months prior
thereto. We believe that Bally Total Fitness desperately needs
new leadership at this time in order to restore investor
credibility and move the Company forward. Therefore, in the
strongest terms possible we urge that the board do what is
necessary and immediately commence a search for a new Chief
Executive Officer. In addition, in order to give credibility to
the board's commitments to effect change at the Company and
maximize shareholder value we request that the board appoint
Manny Pearlman as a member. Mr. Pearlman represents the
Company's single largest shareholder.

In addition to his capital markets expertise, Mr. Pearlman has a
strong familiarity with and knows and understands the Company
and the industry as a whole. He is also the managing member of
our Funds, which own in excess of 12% of the Company's
outstanding shares. Our stock purchases are in excess of 90
times as much as the purchases of all the members of the board
combined. Needless to say, Liberation Investments has a strong
interest in seeing the Company return to health and grow.

Through a significantly depressed stock price, the market has
been sending a clear, strong message for some time now that
Bally is not heading in the right direction. Last week's
announcements only serve to confirm this perception of Bally. We
believe that the majority of Bally's stakeholders concur with
our views regarding the need to change leadership at the
Company, as we have heard from many stockholders and bondholders
that they have lost confidence in the existing senior

This letter and our views reflect solely our desire to see Bally
maximize value for all its stockholders, a goal which we believe
can only be achieved with new leadership. We would be happy to
meet with the board to discuss our views as we believe it is the
Board's fiduciary responsibility to act now.

CONTACT: Liberation Investment Group LLC
         Los Angeles
         Emanuel R. Pearlman
         Phone: 310-479-3434

         Bally Total Fitness Holding Corporation
         Mr. Matt Messinger
         Phone: 773-864-6850

HYLSAMEX: Trading Volume of L Shares More Than Doubled Tuesday
Steelmaker Hylsamex failed to explain why the trading volume of
its L series more than doubled on Tuesday. According to Business
News Americas, a total of 4.7 million of Hylsamex's L shares
were traded on the Mexico City stock during the day, 143% higher
than normal. That day, the shares fell 0.4% to MXN38.65 each.

In a statement to the BMV, Hylsamex said the large volume
represented the "natural movement" of the market and that it had
no knowledge of any event, which might have caused such trade.

Hylsamex is a steel producer and processor, encompassing the
minimill route with vertical integration, which includes readily
available sources of low cost iron ore and proprietary
technology for the direct reduction of iron. The Company, which
has a manufacturing and distribution presence in North America,
reaches its end customers through an extensive wholly-owned
distribution network.

CONTACT: Othon Diaz Del Guante
         Tel: (52-81) 8865-1240

         Ismael De La Garza
         Tel: (52-81) 8865-1224

SATMEX: Loral Makes Clear-Cut Commitment to Satmex 6
Loral Space & Communications, as principal shareholder of
troubled Mexican satellite operator Satelites Mexicanos, S.A. de
C.V. (Satmex), reaffirmed its commitment to provide launch
services for the Satmex 6 satellite, reports Business News

Loral's reaffirmation put at ease the minds of Satmex's
creditors, which have been in turmoil recent weeks as Loral
began renegotiating existing agreements with Satmex's other
major shareholder Principia.

Previously, Loral had agreed to provide maintenance and pre- and
post-launch services. But during its negotiations with
Principia, Loral proposed a new agreement with a clause that
creditors thought will give the company an escape route from its
commitment should there be a change of ownership as part of
Satmex's current debt restructuring plans.

Satmex 6, whose launch is seen as essential to the Company's
long-term survival, has been grounded on a French Guyana launch
pad for the last two years while Satmex has been attempting to
restructure its US$523 million debt in default since 2003. The
creditors involved in negotiations with Loral represent US$379
million of that amount.

Due to the launch delay, the launch agreement needs updating,
which is what Loral and Principia have been renegotiating.

At the end of June, Loral proposed the renegotiated agreement
with the new clause for approval in a New York bankruptcy court
that is currently handling the restructuring of Loral as well as
a petition by US creditors for an involuntary bankruptcy of

Last week, the US creditors filed an objection to the new clause
and on Tuesday, Loral agreed to remove it. The new agreement has
been approved by the court.

Headquartered in Mexico, Satmex derives over 50% of its revenues
from United States business, and  all of the Company's over
US$500 million in debt was issued in the United States and is
governed by New York law. The Company's largest shareholder,
Loral Space & Communications Ltd., is a United States public
company also undergoing a Chapter 11 reorganization in the U.S.
Bankruptcy Court for the Southern District of New York. The
Company is forced into chapter 11 by a group of secured and
unsecured noteholders on May 25, 2005 (Bankr. S.D.N.Y. Case No.
05-13862). The noteholders are represented by Wilmer Cutler
Pickering Hale and Dorr LLP and Akin Gump Strauss Hauer & Feld
LLP. On June 29, 2005, the Debtor filed a voluntary concurso
mercantil to restructure under Mexican laws.

TV AZTECA: Second Quarter EBITDA Up 7% to Ps.1,036 Million
TV Azteca, S.A. de C.V. (BMV: TVAZTCA) (Latibex: XTZA), one of
the two largest producers of Spanish- language television
programming in the world, announced Tuesday all-time high second
quarter net sales of Ps.2,201 million (US$203 million), up 7%
from the same period of 2004. Second quarter EBITDA was Ps.1,036
million (US$96 million), 7% above the same period a year ago,
and a six-year record high for a second quarter. EBITDA margin
for the quarter was 47%, the same as the prior-year period.

"Our compelling programming grids, complemented this quarter by
TV Azteca's smash musical-reality show La Academia 4th
Generation, were optimal vehicles to build fitting advertising
campaigns," said Mario San Roman, Chief Executive Officer of TV
Azteca. "As a result, revenue firmly expanded to record-high
levels, and we managed to preserve our strong profitability

"On the strategic front, we made further progress on our cash-
usage plan, with distributions of US$59 million during the
quarter, while shareholders approved another payment of
approximately US$21 million to be made on December 1," added Mr.
San Roman.

As has been detailed, the company's plan for uses of cash
entails distributions of over US$500 million and reductions in
TV Azteca's debt by approximately US$250 million within a six-
year period that started in 2003.

Second Quarter Results

Net sales grew 7% to a record high of Ps.2,201 million (US$203
million), up from Ps.2,056 million (US$190 million) for the same
quarter of 2004.

Total costs and expenses rose 7% to Ps.1,165 million (US$107
million), from Ps.1,086 million (US$100 million) in the same
period last year. As a result, the company reported EBITDA of
Ps.1,036 million (US$96 million), 7% above Ps.970 million (US$89
million) for the second quarter of 2004. Net income was Ps.497
million (US$46 million), 8% higher than Ps.462 million (US$43
million) in the same period of 2004.

    Millions of pesos(1) and dollars(2) except percentages and
per share amounts.

                  2Q 2004      2Q 2005            Change
                                             US$           %
    Net Sales
     Pesos       Ps. 2,056    Ps. 2,201
     US$          US$ 190      US$ 203        13         +7%
     Pesos       Ps. 970    Ps. 1,036
     US$          US$ 89       US$ 96          6         +7%
    Net Income
     Pesos       Ps. 462      Ps. 497
     US$           US$ 43       US$ 46          3         +8%
    Income per CPO(4)
     Pesos       Ps. 0.155    Ps. 0.167
     US$          US$ 0.014    US$ 0.015    0.001         +8%

    (1) Pesos of constant purchasing power as of June 30, 2005.

(2) Conversion based on the exchange rate of Ps.10.84 per U.S.
dollar as of June 30, 2005.

(3) EBITDA is Operating Profit Before Depreciation and
Amortization under Mexican GAAP.

(4) Calculated based on 2,973 million CPOs outstanding as of
June 30, 2005.

Net Sales

"Top-quality audiences were thrilled by our appealing content
this quarter, and advertisers were eager to reach their most
sought-after viewers through our shows, both in Mexico and the
U.S.," said Mr. San Roman. "Ad options closely aligned with the
clients' marketing needs effectively satisfied the demand for
our programming, resulting in continued sales growth."

Second quarter revenue includes sales from Azteca America -- the
company's wholly owned broadcasting network focused on the U.S.
Hispanic market -- of Ps.107 million (US$10 million), an 8%
increase from Ps.99 million (US$9 million) for the same period a
year ago. Azteca America revenue this quarter was comprised of
Ps.59 million (US$5 million) in sales from the Los Angeles
station KAZA-TV, and Ps.48 million (US$4 million) from network

TV Azteca also reported sales of programming to other countries
of Ps.34 million (US$3 million), compared with Ps.49 million
(US$5 million) in the same period a year ago. This quarter's
programming exports were driven by the company's novelas Cuando
Seas Mia and La Hija del Jardinero sold primarily in Asian

TV Azteca reported Ps.32 million (US$3 million) in advertising
sales to Unefon, compared with Ps.33 million (US$3 million) in
the second quarter of 2004. In accordance with the terms of the
advertising agreement between Unefon and TV Azteca, during the
second quarter, Unefon paid TV Azteca in cash the Ps.33 million
(US$3 million) of advertising purchases placed within the prior
three-month period.

TV Azteca did not report sales to this quarter,
whereas in the second quarter of 2004, content and advertising
sales to were Ps.47 million (US$4 million). As was
previously detailed, the first quarter of 2005 marked the end of
a five-year service contract through which TV Azteca acquired
50% of

During the second quarter of 2005, TV Azteca's board approved a
new agreement that divided Grupo Todito into two independent
companies, which resulted in TV Azteca controlling 100% of network sites, named Azteca Web. The remainder of the
assets of Grupo Todito will be 100% controlled by Universidad
CNCI, a related party as disclosed on the company's public
filings. TV Azteca expects to begin consolidation of the
operations of Azteca Web in the third quarter of 2005.

Barter sales were Ps.68 million (US$6 million), compared with
Ps.69 million (US$6 million) in the same period of last year.
Inflation adjustment of advertising advances was Ps.38 million
(US$4 million), compared with Ps.75 million (US$7 million) for
the second quarter of 2004.

Costs and Expenses

The 7% increase in second quarter costs and expenses resulted
from the combined effect of an 8% rise in programming,
production and transmission costs to Ps.883 million (US$81
million), from Ps.814 million (US$75 million) in the prior-year
period, and a 4% increase in administration and selling expense
to Ps.282 million (US$26 million), from Ps.272 million (US$25
million) in the same quarter a year ago.

"Incremental outlays resulting from enhanced programming efforts
in the quarter were compensated by top line expansion, with a
positive outcome for EBITDA," said Carlos Hesles, Chief
Financial Officer of TV Azteca. "We carefully managed costs and
expenses to generate optimal return from our shows, while
effectively capturing market opportunities."

Consistent with increased production efforts this quarter, TV
Azteca generated 2,242 hours of in-house content, 4% above the
2,146 hours produced in the year-ago period.

The 4% increase in administration and selling expense primarily
reflects the company's increased operations in Mexico and in the
U.S. Hispanic market.

EBITDA and Net Income

The increase in second quarter net sales, combined with the
growth in costs and expenses, resulted in EBITDA of Ps.1,036
million (US$96 million), up 7% from Ps.970 million (US$89
million) a year ago. The EBITDA margin this quarter was 47%.

Below EBITDA, the company recorded depreciation and amortization
of Ps.108 million (US$10 million) from Ps.109 million (US$10
million) a year ago, reflecting a stable balance of fixed assets
among the quarters.

The company recorded other expense of Ps.139 million (US$13
million), compared with Ps.134 million (US$12 million) a year
ago. Other expense for the quarter was primarily comprised of
charitable donations of Ps.54 million (US$5 million), legal fees
of Ps.51 million (US$5 million), the recognition of 50% of the
net loss of of Ps.11 million (US$1 million), the
recognition of the results from Monarcas -- TV Azteca's soccer
team -- of Ps.8 million (US$1 million), pre-operating expenses
of Azteca America of Ps.8 million (US$1 million), and other
items of Ps.7 million (US$1 million).

Net comprehensive financing cost during the quarter was Ps.255
million (US$24 million), compared with Ps.204 million (US$19
million) a year ago.

There was a Ps.16 million (US$1 million) increase in interest
expense primarily resulting from a higher level of debt with
cost this quarter.

Additionally, interest income decreased Ps.24 million (US$2
million) due to a reduction in the company's cash balance.
Foreign exchange loss increased Ps.16 million (US$1 million),
reflecting the company's net asset U.S. dollar monetary position
together with a 4% revaluation of the peso this quarter.

Provision for income tax was Ps.37 million (US$3 million),
compared with Ps.60 million (US$6 million) in the same period of
the prior year, primarily resulting from higher fiscal losses
from subsidiaries this quarter.

Net income was Ps.497 million (US$46 million), up 8% from Ps.462
million (US$43 million) for the same period of 2004.

Azteca America With National Network Status

During the quarter, Azteca America Network announced that recent
carriage agreements with Comcast, Cox, Time Warner, Echostar and
DirecTV in key markets strengthened its affiliate distribution,
which now stands at 39 markets, 30 of them with pay TV coverage.

The markets covered are home to 77% of the total U.S. Hispanic
population, and represent Nielsen Coverage of approximately 70%,
giving Azteca America official national network status. The
company expects the enhanced coverage to result in increased
sales of its advertising airtime among U.S. national network

"First we built a network and now we are building a ratings and
sales story, one page at a time," said Luis J. Echarte,
President and CEO of Azteca America. "During the quarter, we had
some ratings successes that beat out leading programming from
Telemundo and Telefutura on several occasions.

"Leveraging our coverage with excellent upcoming content, we
expect to close this year's upfront season with over 140
clients, almost twice the base from our previous upfront."

Uses of Cash

As was previously announced, TV Azteca's Annual Ordinary
Shareholders' Meeting held on April 29 approved distributions
for an aggregate amount of approximately US$80 million to be
paid during 2005, under the company's cash- usage plan. US$59
million were paid on June 9, and another payment of
approximately US$21 million is scheduled to be made on December

The distributions under the cash plan made to date represent an
aggregate amount of US$384 million, equivalent to a 24% yield on
the July 18, 2005, CPO closing price. Prior distributions
include: US$125 million on June 30, 2003; US$15 million on
December 5, 2003; US$33 million on May 13, 2004; US$22 million
on November 11, 2004; and US$130 million on December 14, 2004.

Debt Outstanding

As of June 30, 2005, the company's total outstanding debt was
Ps.7,138 million (US$659 million). TV Azteca's cash balance was
Ps.1,019 million (US$94 million), resulting in net debt of
Ps.6,119 million (US$565 million).

The total debt to last twelve months (LTM) EBITDA ratio was 1.9
times, and net debt to EBITDA was 1.6 times. LTM EBITDA to net
interest expense ratio was 5.6 times.

Excluding -- for analytical purposes -- Ps.1,298 million (US$120
million) debt due 2069, total debt was Ps.5,840 million (US$539
million), and total debt to EBITDA ratio was 1.6 times.

First Half Results

Millions of pesos(1) and dollars(2) except percentages and per
share amounts.

               1H 2004      1H 2005               Change
                                           US$            %
    Net Sales
     Pesos    Ps. 3,663    Ps. 3,868
     US$      US$ 338      US$ 357           19          +6%
     Pesos    Ps. 1,598    Ps. 1,666
     US$      US$ 147      US$ 154            7          +4%
    Net Income
     Pesos    Ps. 654      Ps. 700
     US$      US$ 60       US$ 65            4          +7%
    Income per CPO(4)
     Pesos    Ps. 0.220    Ps. 0.235
     US$      US$ 0.020    US$ 0.022      0.002          +7%

    (1) Pesos of constant purchasing power as of June 30, 2005.

(2) Conversion based on the exchange rate of Ps.10.84 per U.S.
dollar as of June 30, 2005.

(3) EBITDA is Operating Profit Before Depreciation and
Amortization under Mexican GAAP.

(4) Calculated based on 2,973 million CPOs outstanding as of
June 30, 2005.

TV Azteca is one of the two largest producers of Spanish-
language television programming in the world, operating two
national television networks in Mexico, Azteca 13 and Azteca 7,
through more than 300 owned and operated stations across the
country. TV Azteca affiliates include Azteca America Network, a
new broadcast television network focused on the rapidly growing
U.S. Hispanic market, and, an Internet portal for
North American Spanish speakers.

Investor Relations:

  Bruno Rangel
  + 52 (55) 1720 9167

  Rolando Villarreal
  + 52 (55) 1720 0041

  Press Relations:

  Tristan Canales
  + 52 (55) 1720 1441

  Daniel McCosh
  + 52 (55) 1720 0059


WILLBROS GROUP: Receives Waiver, Reactivates Credit Facility
Willbros Group, Inc. (NYSE: WG - News) announced Tuesday that it
has received an Amendment and Waiver Agreement ("Amendment")
from its syndicated bank group led by Calyon Corporate and
Investment Bank to waive its non-compliance with certain
financial and non- financial covenants. The Amendment provides
for the following:

*  The facility will be available immediately for the issuance
of letters of credit and will be available for cash borrowings
once the Company has met its Securities and Exchange Commission
(SEC) filing requirements.

*  The total amount of the facility will be reduced to $100
million to reflect the anticipated utilization of the facility.

*  Certain financial covenants were modified to reflect the
Company's anticipated operating performance.

*  The Company has agreed to maintain an aggregate cash balance
of not less than $15 million.

*  The Amendment requires that the Company meet its SEC filing
requirements by September 30, 2005.

The facility is scheduled to mature on March 12, 2007. As of
June 30, 2005, the Company had no outstanding borrowings,
approximately $50 million in letters of credit outstanding, and,
with existing cash balances, the Company projects no need for
cash borrowings to support its operations for the foreseeable

The Company also announced that it will provide an operational
and financial update to the investor community in the form of a
12b-25 filing it expects to release in early August, followed by
a conference call. The Company has not filed its Form 10-K for
2004 nor its Form 10-Q for the period ending March 31, 2005, due
to an internal investigation, which, although substantially
complete, has delayed the issuance of the Company's audited
financial reports and their filing, as required by the
Securities and Exchange Commission.

Willbros Group, Inc. is a leading independent contractor serving
the oil, gas and power industries, providing construction,
engineering and other specialty oilfield-related services to
industry and government entities worldwide.

CONTACT:  Willbros USA, Inc.
          Michael W. Collier
          Investor Relations Manager
          (713) 403-8016

          Jack Lascar
          DRG&E / (713) 529-6600

P U E R T O   R I C O

DORAL FINANCIAL: Provides Preliminary 2005 Operating Results
Doral Financial Corporation (NYSE:DRL) stated that, while it is
unable to provide at this juncture complete financial results
for the reporting period due to the previously announced
restatement process, it is providing certain unaudited and
preliminary operational data for the second quarter ended June
30, 2005.

Loan production was a quarterly record aggregating $2.30
billion, compared to $2.16 billion for the first quarter 2005
and $1.95 billion for the second quarter 2004, an increase of 6%
quarter over quarter and 18% higher than the second quarter of
the prior year.  During the quarter ended June 30, 2005,
internal originations increased to $1.45 billion from $1.19
billion in the first quarter 2005 and the second quarter 2004,
an increase of

Doral wishes to caution readers that they should not draw any
inference from the loan production data of Doral's gain on sale
of mortgage loans or earnings to be reported for the first and
second quarters of 2005.

The mortgage loan servicing portfolio increased to $14.98
billion as of June 30, 2005 compared to $14.63 billion as of
March 31, 2005 and $13.53 billion as of June 30, 2004, an
increase of 2% over March 31, 2005 and 11% over June 30, 2004.

Doral's banking subsidiaries increased deposits to $3.99 billion
as of June 30, 2005 from $3.53 billion as of March 31, 2005 and
$3.24 billion as of June 30, 2004, an increase of 13% quarter
over quarter and 23% over June 30, 2004.

As of June 30, 2005, the Company had cash and cash equivalents
of $2.7 billion compared to $2.8 billion as of March 31, 2005
and $1.7 billion as of June 30, 2004.  Of this amount, $1.7
billion was unencumbered as of June 30, 2005.

Doral reported that it is working diligently to conclude its
restatement process.  In addition, the Company took the
opportunity to confirm that to date it had not received a notice
of default under either of its two public indentures and,
accordingly, the 60 and 90-day respective grace periods for not
filing its quarterly unaudited financial results for the first
quarter had not yet begun to run.

                       Quarterly Dividend

The Company's Board of Directors declared a regular cash
quarterly dividend of $0.18 per common share to be paid on Sept.
9, 2005, to shareholders of record on Aug. 25, 2005.

Doral Financial Corporation, a financial holding company, is the
largest residential mortgage lender in Puerto Rico, and the
parent company of Doral Bank, a Puerto Rico commercial bank,
Doral Securities, a Puerto Rico based investment banking and
institutional brokerage firm, Doral Insurance Agency, Inc., and
Doral Bank FSB, a federal savings bank based in New York City.
(Troubled Company Reporter, July 20, 2005, Vol. 9, Issue 170)

                         *     *     *

As reported in the Troubled Company Reporter on June 2, 2005,
Standard & Poor's Ratings Services lowered its long-term ratings
on Doral Financial Corp. (Doral; NYSE:DRL), including Doral's
long-term counterparty credit rating, which was lowered to 'BB'
from 'BB+'. The ratings remain on CreditWatch Negative, where
they were placed on April 19, 2005.

"The ratings actions follow Doral's announcement that it is in
technical default with two of its bond indentures as a result of
not filing timely first-quarter financial statements," said
Standard & Poor's credit analyst Michael Driscoll.  "The debt is
question totals about $1 billion.  The trustee or the holders of
25% of the outstanding principal amount of the securities can
accelerate the maturity of the debt after providing Doral with a
notice of default."

DORAL FINANCIAL: Board Approves Amendments to By-laws
The Board of Directors of financial holding company Doral
Financial approved on July 14, 2005, certain amendments to the
By-laws of the Company.

Section 2 of Article III of the By-laws was amended to provide
that the Board of Directors of the Company shall consist of not
less than five nor more than thirteen directors, as shall be
fixed from time to time by the Board of Directors. In addition,
the Board of Directors approved other amendments to the
Company's By-laws to provide for a non-executive Chairman of the
Board of Directors.

The amendments became effective upon their adoption by the Board
of Directors on July 14, 2005.

In connection with the election of Mr. Ward as non-executive
Chairman of the Board of Directors, the number of directors of
the Company has been fixed at ten.

          Salomon Levis, 787-474-1111
          Ricardo Melendez, 787-474-1111

T R I N I D A D   &   T O B A G O

BWIA: Subcommittee to Meet Friday to Determine Airline's Fate
Cabinet's subcommittee on embattled state-owned BWIA will meet
on Friday to deliberate on the airline's future based on the
final report prepared by a group of prominent businessmen led by
Arthur Lok Jack, according to the Trinidad Guardian. After
finalizing the report, the subcommittee will then submit the
document to Cabinet.

Public Administration Minister Dr. Lenny Saith, who leads the
subcommittee, said that although the group may seek additional
information from Lok Jack's team, it will most likely conclude
its deliberations on the same day.

Although Cabinet has made no final decision on BWIA, Prime
Minister Patrick Manning assured Caricom leaders two weeks ago
that the carrier, if it survived, would operate as a regional

         Phone: + 868 627 2942
         Home Page:


* URUGUAY: Fitch Rates Pending EUR300 Million Bond 'B+'
Fitch Ratings, the international rating agency, expects to
assign a 'B+' rating to Uruguay's upcoming euro-denominated
Global Bond. The issue is expected to raise about EUR300 million
and to mature in 2016. The rating will be in line with Uruguay's
long-term foreign currency rating, on which the Outlook is
Stable. Proceeds from the bond issue will be used to refinance
debt maturities and for general budgetary purposes.

According to Fitch Sovereign analyst, Morgan C. Harting,
'Uruguay's ratings reflect its improving debt dynamics based on
currency strength, economic growth, and fiscal control. On the
other hand, public and external debt ratios are still higher
than peers, there are concerns about long-term economic growth,
and the highly dollarized financial system remains vulnerable.'

Uruguay's new left-leaning government secured a three-year,
US$1.1 billion Stand-By Arrangement with the IMF that will
provide an important backstop for the country's substantial
refinancing needs. As part of the program, authorities committed
to reach a 4% of GDP primary surplus by 2007. They will pursue
monetary policy consistent with a flexible exchange rate and low
inflation, moving gradually toward an inflation-targeting
regime. On the structural front, financial system reforms will
be enacted to overhaul the bank resolution framework, including
a deposit insurance scheme. Growth-oriented commitments include
improving the bankruptcy process and reducing red tape for new
businesses. Public enterprises, which play an important role in
the productive sector, will become more business-oriented by
appointing management based on professional experience rather
than political affiliation, and seeking joint ventures with
private investors. In Fitch's view, adhering to these
commitments would significantly improve Uruguay's growth
prospects and the sustainability of public finances.


PETROZUATA FINANCE: Rages Bonds 'B+'; CreditWatch Negative
Standard & Poor's Ratings Services said Tuesday it placed its
'B+' rating on Petrozuata Finance Inc.'s $974 million in bonds
due between 2009 and 2022 on CreditWatch with negative
implications. Venezuela-based Petrozuata is a heavy oil project-
financed entity.

The CreditWatch placement follows Standard & Poor's conclusion
that a greater likelihood exists that the government of the
Bolivarian Republic of Venezuela (B/Stable/B) may significantly
increase the tax and royalty payments due from the Petrozuata
project. In particular, as it has done for another other heavy
oil project, the government may apply back taxes/royalty
payments on what it may view as Petrozuata's overproduction of
heavy oil from contractual limits and Petrozuata's unauthorized
use of natural gas associated with heavy oil production.

"Because Petrozuata does not retain much cash at the project
level--as with almost all projects--its limited liquidity could
make it difficult to pay a large obligation in a timely manner,"
said Standard & Poor's credit analyst Terry Pratt.

Petrozuata essentially produces at its contractual limit of
120,000 barrels per day (bpd) on an average basis (124,000 bpd
in 2004 and 103,000 bpd in 2003), which would suggest a modest
obligation for overproduction. Nonetheless, it has produced well
above and well below the limit from time to time, a situation
that could open the door to a dispute with the government.

There is not yet quantitative information available on what the
potential obligations might be, and therefore it is premature to
determine what financial effect they could have. The rating
could remain above the sovereign rating on Venezuela, or could
be lowered one or more notches, depending on events.

Primary Credit Analyst: Terry A Pratt, New York (1) 212-438-


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

Troubled Company Reporter - Latin America is a daily newsletter
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Copyright 2005.  All rights reserved.  ISSN 1529-2746.

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