TCRLA_Public/051221.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

          Wednesday, December 21, 2005, Vol. 6, Issue 252

                            Headlines

A R G E N T I N A

CONSTRUCCIONES RIAZOR: Gets Court Approval for Reorganization
EDENOR: Dolphin Shelves $15.4M Offer for Employees' Shares
JIF S.A.: Creditors to Vote on Settlement Proposal
PIONEER NATURAL: Announces Board Member's Retirement
TELECOM ARGENTINA: Concludes Reorganization

TELECOM ARGENTINA: Financial, Regulatory Challenges Cue Ratings
TELECOM ARGENTINA/TELEFONICA DE ARGENTINA: Workers Mull Strike
TELEFONICA DE ARGENTINA: Regulatory Uncertainty Cues Ratings


B E R M U D A

FOSTER WHEELER: Awarded Contract for New Pulverized-Coal Boiler
LANGBAR INTERNATIONAL: Drops Proposed IDC Joint Venture
LANGBAR INTERNATIONAL: Names Recovery Expert Executive Chairman


B O L I V I A

AES COMMUNICATIONS: Sittel Cuts Short Intervention


B R A Z I L

BANCO BMG: Issues $300M Worth of Bonds in Int'l Markets
BANCO VOTORANTIM: Fitch Affirms Ratings
COSAN: Reports BRL16.3 Mln Net Loss in Quarter Ended Oct. 31
GERDAU: Sidenor Acquisition Gets EU Approval
KAJIMA CORPORATION: Issues Subsidiaries' Dissolutions Notice

SADIA: To Grant Preferred Shares Inclusion in Public Offering
UNIBANCO: Officers to Discuss Payment of Quarterly Interests
VARIG: Creditors Reject Docas' Takeover Proposal
VARIG: Creditors Approve Restructuring Plan


C A Y M A N   I S L A N D S

DQE ENERGY: Shareholders Resolve to Voluntarily Wind Up
DQE ENERGY (TWO): Commences Voluntary Winding Up
EASTGATE INVESTMENTS: Taps CDL Company as Liquidator
HORIZON ASSET: Proofs of Claim Due Jan. 12
MUSH LIMITED: CDL Company to Oversee Liquidation Process

PACIFIC CENTURY: Resolves to Liquidate Voluntarily
PERCON CAPITAL: Enters Voluntary Wind Up
TEQUESTA FUND: To Report on Wind Up Process
TEQUESTA HUB: To Lay Accounts on Liquidation Jan. 13


C O L O M B I A

* COLOMBIA: JBIC To Provide Guarantee for Samurai Bonds


C O S T A   R I C A

BICSA: Low Profitability Cues Ratings


J A M A I C A

MIRANT CORP: Court Issues Implementing Order Regarding Plan


M E X I C O

ASARCO: Wants to Assume Modified Prudential Futures Contracts
BANSI: Ratings Reflect Tiny Market Presence
CALPINE CORP: Del. Supreme Court Orders $312M Payment by Jan. 22
DESARROLLADORA HOMEX: Aggressive Growth Plans Constrain Ratings
FORD CREDIT (MEXICO): Fitch Downgrades Ratings to 'BB+'

METALFORMING TECH: Wants Until March 13 to Remove Civil Actions
QUALCORE: Restates Annual Report for Year Ended Dec. 31, 2004


P A R A G U A Y

ACEPAR: CEO Asserts Operations Remain Normal Despite Protests


P U E R T O   R I C O

AOL LATIN AMERICA: Files October 2005 Operating Report
DORAL FINANCIAL: To Redeem Entire $75M Senior Notes Due 2006


V E N E Z U E L A

CITGO: Declares $88 Million Dividend

     -  -  -  -  -  -  -  -

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

CONSTRUCCIONES RIAZOR: Gets Court Approval for Reorganization
-------------------------------------------------------------
Construcciones Riazor S.A. will begin reorganization following
the approval of its petition by Court No. 24 of Buenos Aires'
civil and commercial tribunal. The opening of the reorganization
will allow the Company to negotiate a settlement with its
creditors in order to avoid a straight liquidation.

Ms. Beatriz Dominguez will oversee the reorganization
proceedings as the court-appointed trustee. She will verify
creditors' claims until March 29, 2006. The validated claims
will be presented in court as individual reports on May 15,
2006.

Ms. Dominguez is also required by the court to submit a general
report, essentially auditing the Company's accounting and
business records, as well as summarizing important events
pertaining to the reorganization. The report will be presented
in court on June 29, 2006.

Clerk No. 48 assists the court on this case.

CONTACT:  Ms. Beatriz Dominguez, Trustee
          Avda. Rivadavia 2151
          Buenos Aires


EDENOR: Dolphin Shelves $15.4M Offer for Employees' Shares
----------------------------------------------------------
Investment fund Grupo Dolphin has decided to suspend a US$15.4-
million public offer for the Class C shares of local power
distributor Edenor, says Dow Jones Newswires.

Dolphin said its request to suspend the public offer has been
granted by the national securities regulators. Dolphin did not
specify its reason for asking for the suspension but the fund
indicated it will decide later whether to proceed with the
market operation.

The suspension follows a recent move by Edenor's employees to
reject Dolphin's public offer to buy their 10% stake in the
Company.

Dolphin bought a 65% stake in Edenor in June from state-owned
Electricite de France (EdF) for US$100 million. Under local
securities regulations, Dolphin, as the new majority
shareholder, is required to offer remaining shareholders the
same terms it agreed upon with EdF.

On November 22, Dolphin offered US$15.4 million for all of
Edenor's Class C shares, or $0.18/share. These shares are
currently in the hands of an employee ownership program known by
its Spanish acronym as PPP. Employees' Class C shares number
83,161,020, representing 10% of Edenor's share capital.

Local media have reported in recent months that Edenor employees
were unhappy with Dolphin's public offer and wanted to hold
their own public offer, seeking a higher price than Dolphin's
$0.18/share.

Edenor distributes electricity to parts of the capital and
greater Buenos Aires province with about 2.2 million clients.

CONTACT:  EDENOR S.A.
          Azopardo Building
          Azopardo 1025 (1107) Capital Federal
          Phone: (54-11) 4346-5000
          Fax: (54-11) 4346-5300
          E-mail: to ofitel@edenor.com.ar
          Web Site: http://www.edenor.com.ar


JIF S.A.: Creditors to Vote on Settlement Proposal
--------------------------------------------------
Creditors of Jif S.A. will vote on the settlement proposal
during an informative assembly tomorrow, Dec. 22, 2005.

Jif S.A. underwent reorganization after Court No. 10 of Buenos
Aires' civil and commercial tribunal approved the Company's
petition.

Court-appointed trustee Miguel Adolfo Kupchik verified the
claims submitted by creditors until April 14, 2005. Out of the
verified claims, Mr. Kupchik prepared individual reports and
presented it to court for approval on May 27, 2005. The
submission of the general report on the case followed on July
11, 2005.

The city's Clerk No. 20 assists the court with the proceedings.

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


PIONEER NATURAL: Announces Board Member's Retirement
----------------------------------------------------
Pioneer Natural Resources Company (NYSE:PXD) announced that
James L. Houghton ("Jim") has retired from its board of
directors, effective Monday, having reached the Company's
mandatory retirement age of 75 for board members. Mr. Houghton
joined the board of Pioneer's predecessor, Parker & Parsley
Petroleum Company, in 1991 and continued his service on the
board of Pioneer upon its formation in 1997. He served as the
Audit Committee Chairman for both companies from 1991 to early
2005.

During Mr. Houghton's tenure, Pioneer has grown from a West
Texas-focused domestic independent to an international company
with diverse operations in the United States, Canada, Argentina
and Africa.

Scott Sheffield, Pioneer's Chairman and CEO, stated, "Jim has
been a valued asset to Pioneer for many years as his exemplary
service, knowledge, integrity and dedication have been
significant contributors to the Company's success. Jim is a
treasured friend, and we will all miss his presence on the
board. We wish Jim and his wife, Barbara, the very best in his
retirement."

Pioneer is a large independent oil and gas exploration and
production company, headquartered in Dallas, with operations in
the United States, Argentina, Canada and Africa. For more
information, visit Pioneer's website at www.pioneernrc.com.

CONTACT:  Pioneer Natural Resources Company
          Dallas Investors:
          Frank Hopkins
          Chris Paulsen
          Tel: 972-444-9001

          Media and Public Affairs:
          Susan Spratlen
          Tel: 972-444-9001


TELECOM ARGENTINA: Concludes Reorganization
-------------------------------------------
The reorganization of Buenos Aires-based Telecom Argentina S.A.
has ended. Data revealed by Infobae on its Web site indicated
that the process was concluded after Buenos Aires Court No. 19,
with assistance from Clerk No. 38, homologated the debt
agreement signed between the Company and its creditors.

CONTACT:  Telecom Argentina S.A.
          Alicia Moreau de Justo 50
          Buenos Aires


TELECOM ARGENTINA: Financial, Regulatory Challenges Cue Ratings
---------------------------------------------------------------
Rationale

The ratings on Telecom Argentina S.A. (TECO) reflect the
financial and regulatory challenges of operating in the
Argentine environment after the crisis in 2002 and the freeze
and pesification of telecommunications tariffs. Uncertainty is
high regarding the renegotiation of tariffs, which was mandated
by the government in early 2002 but is still pending. Potential
tariff adjustments resulting from the renegotiation are not
expected to compensate for the effects of the devaluation of the
Argentine peso and the freeze and pesification of tariffs. In
addition, TECO will continue to face currency mismatch risks, as
most of its cash generation is in Argentine pesos while debt is
primarily foreign currency-denominated (about 66% in U.S.
dollars and 28% in euros). These factors are mitigated by the
company's financial improvements after the closing of the
restructuring of its financial debt in August 2005, its
efficient operations, and its good market position as one of the
two incumbent telephone companies in Argentina and one of the
largest integrated telecom providers in the country.

On Aug. 31, 2005, TECO closed the restructuring process in an
out-of-court agreement ("Acuerdo Preventivo Extrajudicial"-APE),
which resulted in much lower debt levels; longer debt terms; a
manageable maturity schedule; and a lighter financial burden-
mainly as a result of the lower debt levels. As of September
2005, TECO's nominal consolidated debt declined to $1.77
billion, from $3.4 billion. This restructuring also involved
cash payments for about $1.35 billion, which include the cash
payments under the proposal of accrued interests and debt
principal up to August 2005, and of principal prepayments
between October 2005 and October 2007.

During the first nine months of 2005, the significant expansion
of Argentina's mobile industry and the gradual recovery of the
fixed-telephony business allowed TECO to offset an important
decline in EBITDA margins associated with higher subscriber
acquisition costs in mobile and cost adjustments for wages, and
to register slightly lower U.S.-dollar cash generation. The
increase in consolidated sales of about 29% over the first nine
months of 2005 compensated for the decline in the company's
EBITDA margin to 36.5% in that period, from 46.2% in the first
nine months of 2004. Margin pressures are expected to continue
in the short term as a result of the intense competition in the
mobile and asymmetric digital subscriber lines (ADSL) segments,
until these markets reach a higher degree of maturity, at which
point operators should start to privilege profitability. In
addition, the company's future cash-flow generation and
financial profile will be tied to the result of tariff
renegotiations with the government and the sustainability and
stability of the economic recovery in Argentina.

TECO's financial measures are expected to improve with the
closing of the debt restructuring, as a result of the lower debt
levels and consequent decline in the interest burden. EBITDA
interest coverage and funds from operations-to-nominal debt
ratios are expected at about 3x and 30%, respectively, in 2005.
Nevertheless, in Standard & Poor's Ratings Services' opinion,
TECO still maintains a somewhat aggressive capital structure,
with debt at 68.7% of capitalization, given the significant net
worth erosion suffered during the Argentine economic crisis in
2002. Assuming relatively stable U.S. dollar and euro exchange
rates and inflation levels in Argentina, and depending on the
final tariff renegotiation, TECO should be able to continue to
reduce debt and gradually consolidate its financial profile.

Nortel Inversora S.A. controls TECO with a 57.74% share, while
TECO's employees own about 4.68% through an employee stock
ownership program, and the remainder of the stock (40.58%)
trades on the Buenos Aires, New York, and Mexico City stock
exchanges. Nortel is a holding company jointly controlled by
Telecom Italia SpA (BBB+/Stable/A-2) and a local investor group,
which together own 67.79% of its equity.

Liquidity

TECO's liquidity position after the restructuring should be
relatively tight given the mandatory prepayment provisions
included in the new debt and the relatively limited financial
flexibility due to the limited access to financial markets.
These factors are mitigated by the improvements in the maturity
schedule and the fact that TECO has no principal maturities
until 2008. In December 2005, the company's mobile subsidiary,
Telecom Personal S.A. (TP), refinanced most of its debt of $406
million as of September 2005 to have more flexibility to
conclude the network expansion. This would produce some changes
in TP's maturity schedule with no significant impact for TECO.
As of September 2005, cash holdings and investments amounted to
$202 million, of which about $78 million was committed mainly to
prepay debt in accordance with the provisions included in the
terms of the new debt.

Outlook

The stable outlook reflects our expectation that the company's
good competitive position and the relatively stable economic
scenario will allow TECO to further reduce debt and to
consolidate financial improvements after the restructuring. The
rating upside is limited given the current business environment
in Argentina, especially with regard to regulatory risk and the
persistence of currency mismatch risks (between the company's
foreign-currency debt and peso-denominated cash generation). The
ratings could be pressured by higher competition in the mobile
segment, the persistence of fixed-tariff inflexibility under a
higher-than-expected inflationary and exchange-rate scenario, an
increase in government intervention in the fixed segment, or
deterioration in its financial flexibility.

Primary Credit Analyst: Ivana Recalde, Buenos Aires
(54) 114-891-2127; ivana_recalde@standardandpoors.com

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


TELECOM ARGENTINA/TELEFONICA DE ARGENTINA: Workers Mull Strike
--------------------------------------------------------------
Workers at Telecom Argentina (TEO) and Telefonica de Argentina
(TAR), the country's two fixed-line operators, are mulling a
strike to demand a shorter workday and higher salaries, reports
Dow Jones Newswires.

Sergio Sosto, spokesman at telephone union Foetra, said there
will probably be a 48-hour strike on Wednesday and Thursday,
during which all non-automated services will be shut down. This
includes directory information, international calls, some local
long distance, customer service and repairs.

The strike will involve 15,000 workers in five provinces.

A year ago, Foetra workers in the capital city and greater
Buenos Aires went on strike for a week, demanding a 25% salary
hike. They were granted an average 20% increase in an agreement
that covered just one year, meaning the two sides are now locked
in a new round of talks.

In the last year, telephone workers have formed a new federation
called FATEL, which includes Foetra and two other groups. The
unions are asking for a 40% pay raise and a reduction in their
hours. Sosto said the companies have offered less than 20%.

CONTACT: Telecom Argentina
         Financial Planning & Investor Relations Department
         Pedro Insussarry
         Phone: 54-11-4968-3743
         E-mail: pinsussa@ta.telecom.com.ar

         Moira Colombo
         Phone: 54-11-4968-3628
         E-mail: mcolombo@ta.telecom.com.ar

         Gaston Urbina
         Phone: 54-11-4968-6236
         E-mail: gurbina@ta.telecom.com.ar

         Voice Mail: 54-11-4968-3627
         Fax: 54-11-4313-5842

         URL: www.telecom.com.ar


         Telefonica de Argentina S.A.
         Avenida Ingeniero Huergo 723
         Buenos Aires, Argentina
         Phone: 5411 4332-2066
         Web site: http://www.telefonica.com.ar


TELEFONICA DE ARGENTINA: Regulatory Uncertainty Cues Ratings
------------------------------------------------------------
Rationale

The rating on Telefonica de Argentina S.A. (TASA) reflects the
financial and regulatory challenges of operating in the
Argentine environment. The high proportion of foreign-currency
debt to be served with still-frozen Argentine peso revenues
exposes the company to currency and inflation risks and to a
weakening of TASA's debt-servicing ability. In addition,
regulatory uncertainty is still high as the contract and tariff
renegotiation, which was mandated by the government in early
2002, is still pending. Nevertheless, potential tariff
adjustments resulting from the renegotiation are not expected to
compensate for the effects of the devaluation of the peso and
pesification and freeze of tariffs. The company's good market
position, efficient operations, and improved financial
performance partially mitigate the negative factors mentioned
above.

Despite the negative regulatory environment, TASA's financial
performance has gradually recovered as a result of the economic
improvements in the country (and the relatively stable exchange
rates and still-manageable inflation levels), debt reductions,
and cost efficiencies taken by the company. Interest coverage
and funds from operations-to-total debt measures for the 12
months ended September 2005 improved to 5.2x and 52.5%,
respectively, from 4.2x and 36.4% in fiscal 2004. These
improvements should allow the company to weather a certain level
of unfavorable changes in Argentina's macroeconomic environment-
particularly as regards inflation and exchange rates-and still
maintain credit quality commensurate with the current rating
category.

Looking forward, TASA's future cash-flow generation and
financial profile will depend on the sustainability of economic
recovery and stability in Argentina, the company's ability to
contain costs, and the result of tariff renegotiations with the
government (mainly of a tariff-setting mechanism). Nevertheless,
margins are expected to decline gradually with the upward
adjustments in wages and other costs under still-frozen tariff
levels. This can already be observed in the first nine months of
2005, when the EBITDA margin declined to 50.0% from 57.1% in the
same period of 2004.

In addition, important debt reductions-albeit mainly of
intercompany debt-improved TASA's debt-to-capitalization ratio
to 50.0% and the debt-to-12-month EBITDA to 1.8x as of Sept. 30,
2005 (compared to 57.2% and 2.2x, respectively, in fiscal 2004).

TASA is one of two incumbent telephone companies in Argentina,
formed in 1990 after the privatization of state
telecommunications. Holding approximately 53% of the more than 8
million lines in service in Argentina, TASA currently provides
basic telecommunications services (local, national, and
international long distance) throughout the country. The Spanish
telecommunication operator Telefonica S.A. (TESA; A-/Watch
Neg/A-2) directly and indirectly owns 98% of TASA's shares.

Liquidity

In spite of some access to the local capital markets, TASA's
liquidity remains relatively tight due to the exposure to
currency mismatch risks and the limited long-term funding
flexibility for Argentine companies. This is mitigated by the
company's manageable maturity schedule when compared to the
current cash generation.

As of Sept. 30, 2005, TASA had approximately $305 million in
short-term debt, including CP notes in Argentine pesos for an
equivalent of about $91 million (that mature throughout 2006)
and bonds for $71.4 million due in July 2006. Total consolidated
debt as of Sept. 30, 2005, amounted to $1,048 million (including
interest).

TASA's internal cash generation and cash holdings-of about $160
million as of Sept. 30, 2005-are expected to be devoted to fund
capital expenditures and to continue to reduce debt. In
addition, TASA sold its participation in Telinver to other
companies of the group for about $74 million (minus financial
debt for $7.5 million) to be paid in the next 30 months (from
the closing of the transaction).

Outlook

The stable outlook reflects expectations that the company's good
competitive position and a relatively stable economic scenario
should allow TASA to maintain its financial profile if
conditions in Argentina become more challenging. Rating upside
is somewhat limited by the current business environment in
Argentina, especially with regards to regulatory risk and the
persistence of currency mismatch (between the company's foreign
currency debt and certain costs in foreign currencies, and peso-
denominated cash generation). Ratings could be revised if tariff
inflexibility persists under a higher-than-expected inflationary
and exchange rate scenario, government intervention increases,
or financial flexibility deteriorates significantly.

Primary Credit Analyst: Ivana Recalde, Buenos Aires
(54) 114-891-2127; ivana_recalde@standardandpoors.com

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



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

FOSTER WHEELER: Awarded Contract for New Pulverized-Coal Boiler
---------------------------------------------------------------
Foster Wheeler Ltd. (Nasdaq: FWLT) announced that a U.S.
subsidiary has been awarded a contract to design and supply a
new 200 megawatt (MW) pulverized-coal-fired steam generator for
a new power plant to be built at City Water, Light & Power's
Dallman Generating Station in Springfield, Illinois, USA.

Foster Wheeler will supply the steam generator to Kiewit/Black &
Veatch, the owner's lump-sum turnkey engineering, procurement
and construction contractors for the new power plant. Foster
Wheeler's contract, which exceeds $40 million, will be included
in the company's fourth-quarter bookings.

The new plant will be equipped with Foster Wheeler's state-of-
the-art MBF coal pulverizers, low NOx Vortex series burners
complete with an advanced closed loop measurement and control
system for lower NOx generation, and an integrated selective
catalytic reduction system to minimize NOx emissions from the
unit.

City Water, Light & Power plans to retire its aging 76 MW
Lakeside plant, northeast of the Dallman facility, after the new
power plant is completed in 2009.

"The (Lakeside) plant is very old and not very efficient," said
Jay Bartlett, chief utilities engineer, City Water, Light &
Power. "The new plant will be 20 times more environmentally
clean than the current Lakeside stations, and is designed to
burn Illinois coal cleanly and meet current environmental
requirements."

"This is another example of Foster Wheeler's commitment to
supply cost-effective twenty-first century environmental
solutions to our customers and to the power industry,
facilitating our nations reliance on coal, our most abundant
energy fuel," said Bernard H. Cherry, chief executive officer of
Foster Wheeler Global Power Group.

Foster Wheeler Ltd. is a global company offering, through its
subsidiaries, a broad range of engineering, procurement,
construction, manufacturing, project development and management,
research and plant operation services. Foster Wheeler serves the
refining, upstream oil and gas, LNG and gas-to-liquids,
petrochemical, chemicals, power, pharmaceuticals, biotechnology
and healthcare industries. The corporation is based in Hamilton,
Bermuda, and its operational headquarters are in Clinton, New
Jersey, USA.

CONTACT:  Foster Wheeler Ltd.
          Media: Maureen Bingert
          Tel: 908-730-4444
          E-mail: maureen_bingert@fwc.com

          Eileen Mansfield
          Tel: 908-713-2502
          E-mail: eileen_mansfield@fwc.com
          Other Inquiries: 908-730-4000
          fw@fwc.com
          URL: http://www.fwc.com


LANGBAR INTERNATIONAL: Drops Proposed IDC Joint Venture
-------------------------------------------------------
The Boards of Global Marine Energy plc (formerly MOS
International plc), and Langbar International Limited said that
they have decided not to proceed with the proposed joint venture
vehicle, International Drilling Corporation.

The Companies announced on June 22, 2005 that Heads of Agreement
was signed.

Under the Heads of Agreement, Langbar will have a 50% interest
in IDC.  IDC will commission the building of oil rigs and major
capital projects connected with the drilling and exploration
industry.

MOS International plc, an AIM-listed company, will hold the
remaining 50% of IDC.  It was then already involved in the oil
and gas industry where it has considerable expertise in the
manufacture of lifting and handling equipment.  MOS is an
existing supplier to a number of major contractors in the sector
and this venture is a complementary activity to its existing
business.

Crown, through its corporate finance subsidiary Langbar Capital
Limited, is to raise the project finance for IDC.  MOS will
provide project management and industry expertise.

                        About the Company

Langbar International -- http://www.langbar.com/-- is an
independent management and investment firm.  Formerly Crown
Corporation, it was renamed Langbar after Stuart Pearson became
chief executive in June.  Headquartered in Bermuda, Langbar
International operates internationally, and is listed in London
on the Alternative Investment Market of the London Stock
Exchange.  It has investments in Argentina, Canada, Russia,
Eastern Europe, Spain and Portugal.

The company is under investigation for fraud in relation to the
disappearance of the firm's GBP365 million cash deposits in
Banco do Brazil in Sao Paulo.  It has replaced Spanish firm
Gironella Velasco with Deloitte as auditor.

CONTACT:  LANGBAR INTERNATIONAL LIMITED
          Head Office
          Reed House
          31 Church Street
          Hamilton HM12
          Bermuda
          Phone: +1 (441) 295-3631
          E-mail: info@langbar.com

          KROLL EUROPE, MIDDLE EAST & AFRICA
          10 Fleet Place
          London EC4M 7RB
          United Kingdom
          Phone: 44 (0) 207 029 5000
          Fax: 44 (0) 207 029 5001

          GLOBAL MARINE ENERGY PLC
          Phone: 01274 531 862
          Philip Wood, Chairman

          NOBLE & COMPANY LIMITED
          Phone: 0131 225 9677
          Adam Westcott

          BANKSIDE CONSULTANTS
          Phone: 0207 367 8888
          Michael Padley/Susan Scott


LANGBAR INTERNATIONAL: Names Recovery Expert Executive Chairman
---------------------------------------------------------------
Langbar International Limited announced that David Buchler has
been appointed Executive Chairman of Langbar International
Limited and Christopher Wallis has been appointed Finance
Director.  Stuart Pearson remains an Executive Director.

Philip Wood, Non-executive Director, and Jean Pierre Regli, the
Chief Financial Officer, have resigned from the board of Langbar
International Limited with effect Dec. 19, 2005.

David Buchler is an experienced recovery expert and Chairman of
DB Consultants.  He has previously been Chairman and co-founder
of Buchler Phillips, a firm of recovery experts, Chairman of
Kroll Europe and President of the Institute of Insolvency
Practitioners. David has been involved in several high profile
recovery cases and specialises in turnaround situations.

Christopher Wallis, a chartered accountant, is also highly
experienced in the field of turnaround, recovery and
investigations.

The Board is of course, cooperating fully with the Serious Fraud
Office in its enquiries into the alleged fraud on the Company.

Also, the Company, having previously announced a joint venture
with Global Marine Energy plc (formerly MOS International plc)
in respect of International Drilling Corporation Limited, have
terminated the arrangements at no cost to the Company.

Stuart Pearson, Chief Executive, commented: "Having discovered
the fraud, within months of my joining the Board, I am
determined to recover as much of the shareholders monies as
possible.  To this end I have restructured the Board and
appointed very experienced and well respected recovery experts
to lead the process."

David Buchler, stated: "This will not be a straight forward
assignment.  However, we will work with the Company's advisers
and, where necessary, the appropriate authorities to determine
exactly what has transpired and pursue the recovery of the
Company's funds."

                     About the Company

Langbar International -- http://www.langbar.com/-- is an
independent management and investment firm.  Formerly Crown
Corporation, it was renamed Langbar after Stuart Pearson became
chief executive in June.  Headquartered in Bermuda, Langbar
International operates internationally, and is listed in London
on the Alternative Investment Market of the London Stock
Exchange.  It has investments in Argentina, Canada, Russia,
Eastern Europe, Spain and Portugal.

The company is under investigation for fraud in relation to the
disappearance of the firm's GBP365 million cash deposits in
Banco do Brazil in Sao Paulo.  It has replaced Spanish firm
Gironella Velasco with Deloitte as auditor. (Troubled Company
Reporter - Europe, Wednesday, Dec. 21, 2005, Vol. 6, Issue 252)

CONTACT:  LANGBAR INTERNATIONAL LIMITED
          Head Office
          Reed House
          31 Church Street
          Hamilton HM12
          Bermuda
          Phone: +1 (441) 295-3631
          E-mail: info@langbar.com

          KROLL EUROPE, MIDDLE EAST & AFRICA
          10 Fleet Place
          London EC4M 7RB
          United Kingdom
          Phone: 44 (0) 207 029 5000
          Fax: 44 (0) 207 029 5001



=============
B O L I V I A
=============

AES COMMUNICATIONS: Sittel Cuts Short Intervention
--------------------------------------------------
Telecommunications authority Sittel has suspended its
administrative intervention of cash-strapped telecoms operator
AES Communications (AXS), reports Business News Americas.

Sittel placed AXS under government intervention in mid-October
to ensure continuity of service. The intervention was to last
for a maximum of 90 days.

However, Sittel Director Jose Morales suspended the measure
after government-designated Administrator Federico Yanez
presented AXS with a plan to normalize its economic situation.

Nevertheless, the government has not extended the January 11
deadline for AXS's liquidation, Sittel spokesperson Llubitsa
Yaksic said, giving the Company some three weeks to pull off a
dramatic turnaround.

Sittel also ordered AXS to pay a 1.3mn-boliviano (US$163,000)
fine for its repeated refusal to pay interconnection fees to
Cochabamba-based local telephony cooperative Comteco.

The regulator further authorized Comteco to suspend AXS's
interconnection access.



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

BANCO BMG: Issues $300M Worth of Bonds in Int'l Markets
-------------------------------------------------------
Banco BMG has concluded a US$300-million bond issue on
international capital markets, reports Business News Americas.

The 10-year issue was distributed among 70 institutional
investors in the US, Europe and Asia in an operation that was
coordinated by US Investment bank Morgan Stanley.

The new bonds pay a coupon of 9.15% and come with an annual
interest rate of 9.5%. Investor demand was strong and surpassed
US$450 million, the bank's president, Ricardo Guimaraes, said.

Banco BMG will use the proceeds from the debt issue to fund the
growth of its credit portfolio and for general corporate
purposes.

Banco BMG is headquartered in Minas Gerais, Brazil and had
BRL3.1 billion (approximately US$1.4 billion) in total assets as
of September 30, 2005.


BANCO VOTORANTIM: Fitch Affirms Ratings
---------------------------------------
Fitch Ratings has affirmed Banco Votorantim S.A.'s (BV) foreign
currency long- and short-term ratings of 'BB-' and 'B',
respectively, and the bank's local currency long- and short-term
ratings of 'BB+' and 'B', respectively. The Outlook of the long-
term ratings remains Positive. At the same time, the agency has
affirmed the national long- and short-term ratings of 'AA(bra)'
and 'F1+(bra)', respectively, with Stable Outlook. The bank's
individual rating of 'C/D', and the support rating of '3' were
also affirmed.

BV's local currency long-term rating above Brazil's country
rating reflects Fitch's opinion regarding the strength of the
bank's ultimate parent, Votorantim Participacoes S.A. (VPAR), to
which a local currency rating of 'BBB' and a national long-term
rating of 'AAA(bra)' are assigned. Fitch believes that the group
has both the commitment and financial strength to support the
bank, in case of need. VPAR is one of Latin America's largest
privately owned industrial conglomerates. Long one of Brazil's
strongest companies, VPAR's ratings reflect a diverse operating
asset base and the strong market position and competitive cost
structure of the industrial businesses of metals, cement, and
pulp and paper, as well as its conservative financial profile.
The company's core businesses are cyclical and exposed to price
and volume volatility. These risks, however, are partially
mitigated by the diversity of revenues and cash flows across
industry sectors and their relatively low risk correlation,
which diminishes the overall risk of the business portfolio. For
more detailed information of Votorantim's industrial arm, see
Fitch's release regarding VPAR, available on the Fitch web site
at www.fitchratings.com.

The foreign currency ratings of BV are at 's country ceiling.
The individual rating reflects a clear focus, ability to manage
risk, and low cost structure. It also reflects the high exposure
to Brazilian sovereign debt (first-half 2005, about 6 times
equity) and concentrations in funding base.

The Votorantim brand name commands immense respect in Brazil and
is an important door-opener. BV is a medium-sized bank focused
on credit and treasury, with total assets of BRL36.8billion,
total deposits of BRL15.8 billion, and equity of BRL3.2 billion
as of June 2005. BV is 100% controlled by Votorantim Financas
S.A. (VF), a holding company 100% controlled by VPAR. BV
operates out of a small structure of three domestic branches, 31
consumer finance offices, and, internationally, through a
subsidiary and a branch in Nassau and representative offices in
London and New York.

CONTACT: FITCH RATINGS
         Claudio Gallina
         Tel: +55-11-4504-2600 (Sao Paulo)

         Kathryn Beeck
         Tel: +55-11-4504-2600 (Sao Paulo)

         Peter Shaw
         Tel: 212-908-0553 (New York)

         Jaqueline Carvalho
         Tel: +55 21 4503 2623 (Media Relations, Rio de Janeiro

         Christopher Kimble
         Tel: 212-908-0226 (Media Relations, New York)


COSAN: Reports BRL16.3 Mln Net Loss in Quarter Ended Oct. 31
------------------------------------------------------------
Sugar producer Cosan SA reported a net loss of BRL16.3 million
(US$7.08 million) for the quarter ended Oct 31, against a net
profit of BRL22.1 million in the same period a year ago.

According to Dow Jones Newswires, Cosan attributed its net loss
to costs related to the purchase of the Destivale ethanol plant
in Sao Paulo state earlier this year, and to a reduction in its
net revenue prompted by the fall of international sugar sales.

The Company registered net revenue of BRL502.9 million in the
quarter, down from BRL537.2 million seen in the comparable
period of 2004.

Cosan also saw a reduction of its earnings before interest,
taxes, depreciation and amortization (EBITDA) to BRL107.1
million, from BRL117.4 million seen in the previous comparable
period.

The company ended the period with a net debt totaling BRL1.436
billion, down from BRL1.715 seen in the previous period.

Due to the particularities of the sugar and ethanol industry,
Cosan releases its results for a different period than other
industries. The quarter extending from Aug. 1, 2005 to Oct. 31,
2005 is considered the second quarter of the 2005-2006 sugar
crop year.

Headquartered in Sao Paulo, Brazil, Cosan S.A. Industria e
Comercio is the second largest sugar producer in the world.


GERDAU: Sidenor Acquisition Gets EU Approval
--------------------------------------------
Brazilian steelmaker Gerdau and Spanish bank Grupo Santander
Central Hispano S.A. obtained European Commission's (EU)
approval for their acquisition of Spanish steel group Sidenor
Steel Products Manufacturing, Business News Americas reports.

On November 15, Gerdau and Santander entered a US$533 million
deal to buy 40% each of Sidenor. The remaining 20% of Sidenor
went to its executives.

According to Gerdau, the acquisition deal allows the Company to
gain entrance to EU's steel market.

EU stated that the deal was authorized under the simplified
merger review procedure, which clears deals after one month if
no third-party lodges a complaint.

Sidenor owns 58% of Brazilian steel company Acos Villares S.A.,
Latin America's largest producer of specialty steel used in
mechanical construction. With the acquisition, Gerdau and
Santander will have 23% each of Acos Villares and the 11% will
go to Sidenor executives.


KAJIMA CORPORATION: Issues Subsidiaries' Dissolutions Notice
------------------------------------------------------------
December 15, 2005

This is to notify that dissolutions of the following two (2)
subsidiaries have been resolved.

1. Kajima do Brasil Construtora LTDA.

   1.1 Corporate summary

       1) Registered Address: Avenida Bernardino de Campos, 98-5
          ander, na cidade Sao Paulo, estado de Sao Paulo,
          Brasil

       2) Incorporated: April 1974

       3) Common Stock: R$160,000 (Brazilian Real One Hundred
          Sixty Thousand Only)

       4) Stockholders: 100% owned by Kajima Corporation

   1.2 Causes for dissolution

       The above subsidiary, having conducted construction
       business in Brazil as part of Kajima group, shall be
       liquidated upon the cease of business.

   1.3 Future outlook

       No material loss shall be incurred in connection with the
       liquidation of the said subsidiary.

   (The completion of liquidation is expected in the financial
    year ending March 31, 2006.)

2. Toa Investment Pte. Ltd.

    2.1 Corporate summary

        1) Registered Address: 80 Marine Parade Road #14-01
           Parkway Parade Singapore (449269)

        2) Incorporated: March 1988

        3) Common Stock: S$59,000,000 (Singapore Dollar Fifty
           Nine Million Only)

        4) Stockholders: 100% owned by Kajima Corporation

   2.2 Causes for dissolution

       The above subsidiary, having conducted investment
       business in Asia as part of Kajima group, shall be
       liquidated upon the cease of business.

   2.3 Future outlook

       No material loss shall be incurred in connection with the
       liquidation of the said subsidiary.

Further information is available at:

Mr. Naohiko Ikawa
General Manager
Office of Investor Relations
Corporate Management Department
Corporate Planning Division
Kajima Corporation
2-7, Motoakasaka 1-chome,
Minato-ku, Tokyo 107-8388, Japan
Telephone (03) 3404-3311; International 81-3-3404-3311
Facsimile (03) 3746-7052; International 81-3-3746-7052
E-mail: ir@ml.kajima.com


SADIA: To Grant Preferred Shares Inclusion in Public Offering
-------------------------------------------------------------
SADIA S.A. (the Company) informs its shareholders that an
Extraordinary Shareholders Meeting (ESM) was held on December
15, 2005, at the Company's main address, which approved the
proposal submitted by the Board of Directors to (i) grant
preferred shares the right to be included in a possible public
offering for the disposal of the Company's control, with the
guarantee that the title holders of preferred shares will have a
minimum price equal to eighty percent (80%) of the amount paid
per share with voting right and being an integral part of the
controlling block; and (ii) in exchange, exclude from letter (b)
of Art. 12 of the Company's Bylaws, the advantage of the title
holders of preferred shares to receive dividends at least 10%
higher than those granted to title holders of common shares, and
therefore the compensation paid to common and preferred shares,
under dividends, becoming equal.

Further, the Company informs its shareholders that, in
compliance with the provisions in Paragraph 1, Article 136 of
Law No. 6404/76, by fifty-seven percent (57.12%) of the total
number of title holders of preferred shares issued by the
Company, at the Special Preferred Shareholders Meeting also held
on December 15, 2005 (Special Meeting), the exclusion of the
right of preferred shares to a dividend 10% higher than that
paid to common shares from the Company's Bylaws was ratified and
therefore letter (b) of Art. 12 of the Company's Bylaws is
amended.

The exclusion of the right of preferred shares to a dividend 10%
higher than that paid to common shares from the Company's Bylaws
entails the possibility, by the Company's dissenting preferred
shareholders, of exercising their right of withdrawal pursuant
to the provisions in the heading of Item 1, Art. 137 of Law No.
6404/76, as amended. This withdrawal right may be exercised by
the pertinent shareholders within the thirty (30) subsequent
days to the publication of this notice to the shareholders and
the corresponding minutes of the ESM and SSM, being established
that the shareholders who acquired shares as from and including
October 28, 2005 shall not be entitled to the aforementioned
withdrawal right.

The repayment amount in the cases of withdrawal is the book
value of the shares issued by the Company as determined in its
Balance Sheet prepared at September 30, 2005.

a) Shareholders who own free and unencumbered shares under the
custody of Banco Bradesco, the custodian of the Company's
shares, and who desire to exercise their withdrawal right, must
submit, to any branch of Banco Bradesco, a written application
with the number of shares and a notarized signature accompanied
by certified copies of the following: (i) Individuals:  CPF/MF
(Enrollment in the Register of Individual Taxpayers (CPF/MF),
Identity Card (RG) and proof of current home address; (ii)
Corporations: CNPJ (Number of Enrollment in the Register of
Corporate Taxpayers), Minutes of Meetings, Bylaws and their
amendments, as well as papers/documents relating to
partners/legal representatives ( CPF/MF, RG and proof of current
home address). Shareholders represented by proxy shall submit,
in addition to the above, the corresponding mandate and this
shall include special powers for exercising the withdrawal right
and for applying for reimbursement.

b) Shareholders who own free and unencumbered shares under the
custody of Companhia Brasileira de Liquidacao e Custodia (CBLC)
shall exercise their withdrawal right through their custody
agents.

MINUTES OF THE EXTRAORDINARY GENERAL MEETING
HELD ON DECEMBER 15, 2005

1) DATE, TIME AND PLACE:  On December 15, 2005, at 2:00 p.m. at
the main address of Sadia S.A. (the Company), located at Rua
Senador Attilio Fontana, No. 86, in Concordia - SC.

2) ATTENDANCE:  Attended by shareholders representing more than
two-thirds (2/3) of the Company's voting capital, according to
signatures in the Book of Shareholders Attendance No. 01.

3) CHAIR: Chairman: Mr. Walter Fontana Filho, Chairman of the
Board of Directors; Secretary: Mr. Mauro E. Guizeline.

4) NOTICE: Published in the newspapers Diario Oficial do Estado
de Santa Catarina, on October 28, November 3 and 4, 2005; O
Estado de Sao Paulo on October 28, 29 and 31, 2005 and A Noticia
(Joinville-SC), on October 28, 29 and 31, 2005.

5) ORDER OF BUSINESS: (1) make a resolution about the proposal
of the Board of Directors, approved at the meeting held on
October 27, 2005, about rewriting the Company's Bylaws to (1)
grant preferred shares the right to be included in a public
offering in connection with a possible disposal of the Company's
control (tag along), in accordance with the conditions
contemplated in Art. 254-A of Law No. 6404/76, with the wording
given by Law No. 10203/01 and (ii) exclude the right to a
dividend, per preferred share, 10% higher than that of each
common share, and consequently rewrite Art.  12, letter "b", of
the Bylaws; and prepare a (2) Consolidation of the Bylaws.

6) READING DOCUMENTS, RECEIVING VOTES AND ISSUING THE MINUTES:

1) By unanimous voting, the reading of the documents relating to
the matter to be discussed by the Extraordinary Shareholders
Meeting was waived since those documents were already known to
the shareholders present.

2) Any declaration of vote, objection and dissent shall be
numbered, received and authenticated by the Chair and filed at
the Company's main address pursuant to Art. 130, Paragraph 1,
Law No. 6404/76.

3) The issuance of these minutes in summary format and its
publication omitting the signature of all shareholders were
authorized in accordance with Art. 130, Paragraphs 1 and 2, Law
No. 6404/76, respectively.

7) CLARIFICATIONS: The Chairman gave clarifications about the
proposal submitted by the Company's Board of Directors, about
which a resolution has to be made by the Shareholders Meeting,
and pointed out the need to rewrite the Bylaws provisions under
discussion, aiming to:

a) improve Good Corporate Governance practices,

b) seek an alignment of the interests of shareholders of common
and preferred shares; and

c) add value to the Company. It was also clarified that, at 3:30
p.m., on this same date, the Company's preferred shareholders
shall meet at the Special Preferred Shareholders Meeting, in
compliance with the provisions in Paragraph 1 of Art. 1. 136 of
Law No. 6404/76, to make a resolution about ratifying any
possible approval of item (1)(ii) of the Order of Business of
the Extraordinary Shareholders Meeting, relating to the
exclusion of the right to a dividend, per preferred share, 10%
higher than that of each common share issued by this Company.

8) RESOLUTIONS: After the discussions relating to the matter in
the Order of Business, the shareholders resolved, by unanimous
voting, subject to the ratification of the exclusion, from the
Company's Bylaws, of the right to a dividend, per preferred
share, 10% higher than that of each common share, by more than
half of the title holders of preferred shares, within one (1)
year as from this date, and the following:

1) approve the proposal submitted by the Company's Board of
Directors to:

i) grant preferred shares the right to be included in any
possible public offering for the disposal of the Company's
control, with the guarantee that the title holders of preferred
shares will have a price at least eighty percent (80%) equal to
the amount paid per each voting share which is an integral part
of the controlling block; and

ii) in exchange, exclude from letter (b) of Art. 12 of the
Company's Bylaws, the advantage of the title holders of
preferred shares receiving dividends at least 10% higher than
those granted to title holders of common shares, and therefore
the compensation paid to common and preferred shares, under
dividends, becoming equal, whereby the corresponding letter (b)
of  12 of the Company's Bylaws shall be amended as follows:

"ARTICLE 12 - PREFERRED SHARES shall have no voting right and
shall enjoy the following advantages:

a) priority in a pro rata receipt, under noncascading, minimum
dividend, of twenty-eight percent (28%) of net income for the
year, competing in equal conditions with common shares with the
dividends granted to them at that percentage;

b) the right to be included in a public offering for the
disposal of the Company's control, under the conditions
contemplated in art. 254-A of Law No. 6404/76, with the wording
given by Law No. 10303, of 10-31-2001, with the guarantee of a
price at least equal to eighty percent (80%) of the amount paid
per share with voting right and an integral part of the
Company's controlling block; and c) priority in capital
repayment in case of liquidation of the Corporation. Sole
Paragraph - Preferred shares, with no voting right, shall be
entitled to this right if the Corporation fails to pay, for
three (3) consecutive years, the minimum dividend to which they
are entitled, and shall have that right up to the payment of the
first subsequent dividend." and (2) approve the consolidation of
the Company's Bylaws, which will have the wording shown in
Attachment I to these Minutes. At the request of shareholders
members of the controlling block, through their respective
representatives, it was recorded in these minutes that all
resolutions made in this Extraordinary Shareholders Meeting
shall be effective, also for the purposes of Paragraphs 1 and 4
of Art.  136 of Law No. 6404/76, as amended, subject to the
ratification, within the time frame of one (1) year as from this
date, by more than half of the title holders of preferred shares
issued by the Company, through the Special Preferred
Shareholders Meeting, of the exclusion from letter (b) of Art.
12 of the Company's Bylaws, of the right by title holders of
preferred shares to a dividend per preferred share, 10% higher
than that of each common share. It was also recorded that, upon
the expiration of the aforementioned period of one (1) year and
in case the exclusion from the Company's Bylaws of the right to
a dividend, per preferred share, 10% higher than that of each
common share has not been ratified, all resolutions made at this
Extraordinary Shareholders Meeting shall become effective. The
Chairman requested that these minutes should record that, if the
exclusion of letter (b) of Art.  12 of the Company's Bylaws,
relating to the right to a dividend, per preferred share, 10%
higher than that of each common share, by title holders of
preferred shares, is ratified within one (1) year as from this
date by more than half of the title holder of preferred shares
issued by this Company, at the Special Preferred Shareholders
Meeting of this Company, this will entail the exercise of the
right of withdrawal by dissenting preferred shareholders,
pursuant to the provisions in Art. 137 of Law No. 6404/76. This
withdrawal right may be exercised within the thirty (30)
subsequent days to the publication of the corresponding Minutes
do the Special Preferred Shareholders Meeting, being established
that the shareholders who acquired shares as from and including
October 28, 2005 shall not be entitled to the aforementioned
withdrawal right. The repayment amount in the cases of
withdrawal is the book value of the shares issued by the Company
as determined in its Balance Sheet prepared at September 30,
2005. It was recorded that the shareholder Caixa de Previdencia
dos Funcionarios do Banco do Brasil-Previ submitted a statement
about the order of business, which was received and
authenticated by the Chair, being filed at the Company's main
address.

CONTACT: Sadia S.A.
         Luiz Murat Jr.
         Director of Finance and Investor Relations
         Phone: 55 11 2113-3465
         Fax: 55 11 2113- 1785
         E-mail: grm@sadia.com.br

         URL: www.sadia.com.br

         Investor Relations
         Christiane Assis
         Phone: 55 11 2113-3552
         E-mail: Christiane.assis@sadia.com.br

         Silvia H. M. Pinheiro
         Phone: 55 11 2113-3197
         E-mail: silvia.pinheiro@sadia.com.br

         Carlos Eduardo T. Araujo
         Phone: 55 11 2113-3161
         E-mail: carlos.araujo@sadia.com.br

         Ligia Montagnani
         IR Consultant
         Phone: 55 11 3897-6405
         E-mail: Ligia.montagnani@firb.com


UNIBANCO: Officers to Discuss Payment of Quarterly Interests
------------------------------------------------------------
The Board of Officers of Unibanco - Uniao de Bancos Brasileiros
S.A. (Unibanco) and of Unibanco Holdings S.A. (Unibanco
Holdings) have decided to propose to their respective Boards of
Directors to discuss the payment of Quarterly Interests on
December 29, 2005.

PROPOSAL FOR THE PAYMENT OF INTEREST ON THE CAPITAL STOCK

A) The Board of Officers of UNIBANCO - UNIAO DE BANCOS
BRASILEIROS S.A. (Unibanco) and of UNIBANCO HOLDINGS S.A.
(Unibanco Holdings) has decided to propose to their respective
Boards of Directors to hold meetings on December 29, 2005, in
order to discuss:

I. The payment of Quarterly Interests, related to the fourth
quarter of 2005, in the gross total amount of BRL56.8 million
and BRL27.4 million, and net total amount of BRL48.2 million and
BRL23.3 million, respectively to Unibanco and Unibanco Holdings,
to be made on January 31, 2006.

This payment shall be considered as part of the mandatory
dividend corresponding to the fiscal year of 2005, in accordance
with the provisions of paragraph 7th of the article 9th of the
Federal Law 9,249/95, paragraph 8th of article 44 of the by-laws
of Unibanco and of the sole paragraph of article 35 of the by-
laws of Unibanco Holdings.

II. The payment of interest on capital stock, qualified as
complementary to the interest on capital declared and paid
related to the profit ascertained in the second semester of
2005, in the gross total amount of BRL280.0 million and BRL130.3
million, and net total amount of BRL238.0 million and BRL110.7
million, respectively to Unibanco and Unibanco Holdings, to be
made on January 31, 2006.

This payment shall be considered as part of the mandatory
dividend corresponding to the fiscal year of 2005, in accordance
with the provisions of paragraph 7th of the 9th article of the
Federal Law 9,249/95, paragraph 8th of article 44 of the by-laws
of Unibanco and of the sole paragraph of article 35 of the by-
laws of Unibanco Holdings.

B) Considering the proposals described in items (I) and (II)
above, the total amount proposed to be paid on interests on
capital stock on January 31, 2006 is the gross amounts of
BRL336.8 million and BRL157.7 million, and the net amounts of
BRL286.2 million and BRL134.1 million, respectively to Unibanco
and Unibanco Holdings. Such values correspond to:

I. quarterly interests related to the fourth quarter of 2005 of
Unibanco and Unibanco Holdings;

II. complementary interest on capital related to the second
semester of 2005 of Unibanco and Unibanco Holdings.

C) Should the proposals above of the Board of Officers be
approved:

In Brazil, December 29, 2005, will be considered as "Record
Date" for the purpose of determining the right to receive the
payment of interest on capital stock, on January 31, 2006.
Unibanco's and Unibanco Holdings' shares and Units will be
traded in ex-interest on capital stock from December 30, 2005
on.

In the United States of America, January 4, 2006 will be
considered as "Record Date" for the purpose of attending the
obligations assumed by the GDS program maintained by the
Companies. The GDSs will trade ex-interest on capital stock from
December 30, 2005 on.

To see gross and net amounts:
http://bankrupt.com/misc/UNIBANCO.htm

CONTACT:  Unibanco - UniAo de Bancos Brasileiros S.A.
          Investor Relations Area
          Ave. Eusebio Matoso, 891 - 15th floor
          Sao Paulo, SP 05423-901- Brazil
          Phone: (55 11) 3097-1980
          Fax: (55 11) 3813-6182
          E-mail: investor.relations@unibanco.com
          URL: www.ir.unibanco.com


VARIG: Creditors Reject Docas' Takeover Proposal
------------------------------------------------
Creditors of embattled Brazilian airline Varig rejected Monday
the sale of a controlling stake in the Company's owner FRB-Par
to conglomerate Docas Investimentos.

Docas, which is owned by local businessman Nelson Tanure,
announced last week he had bought 25% of FRB-Par and would rent
42% of its shares for a period of 10 years in a deal worth
US$112 million.

But creditors rejected the deal, a move that drew cheers from
Varig workers who feared Tanure, owner of the dailies Gazeta
Mercantial and Jornal do Brasil, would run the company into the
ground.

FRB, or the Ruben Berta Foundation, owns 87% of Varig and mainly
represents its workers.


VARIG: Creditors Approve Restructuring Plan
-------------------------------------------
Flagship airline Varig's creditors approved Monday a plan aimed
at allowing the debt-ridden carrier to emerge from bankruptcy
protection proceedings.

Under the plan, Varig, Latin America's biggest airline, will
convert most of its BRL4 billion ($1.76 billion) of debt into
company stock.

The Company is also offering BRL100 million of cash and the
promise of additional future payments should it operate
profitably after emerging from bankruptcy protection.

"I want to say to all creditors, whether they voted for or
against this plan, that Varig will do what it takes to make this
plan work," Chief Executive Marcelo Bottini said, adding, "We're
off to New York with a plan that I believe the judge will
accept."

Varig is due to appear in a U.S. federal court in New York
today, Dec. 21, with an approved restructuring plan or face the
loss of more than half its fleet for non-payment of leases.

Approval of the reorganization plan also allows Varig to seek
outside investors such as TAP Air Portugal, which earlier agreed
to buy Varig's logistics and maintenance units - VarigLog and
Varig Engenharia e Manutencao - for US$62 million.

Varig became the first major company to seek protection from
creditors under Brazil's new bankruptcy law, which allows
companies to work out reorganization plans.

Varig owes some BRL5.7 billion ($2.4 billion) to its creditors,
which include General Electric Co., Boeing Co. and several
state-owned entities such as oil giant Petrobras and the
government's airport authority, Infraero.



===========================
C A Y M A N   I S L A N D S
===========================

DQE ENERGY: Shareholders Resolve to Voluntarily Wind Up
-------------------------------------------------------
                  DQE ENERGY LIMITED
                   (The "Company")
              (In Voluntary Liquidation)
              Companies Law (As Amended)

TAKE NOTICE THAT the following resolution was passed by the
shareholders of the Company by written resolution dated 1st
December 2005:

RESOLVED that the Company be voluntarily wound up and John
Cullinane and Derrie Boggess c/o Walkers SPV Limited, P.O. Box
908, George Town, Grand Cayman, Cayman Islands, be appointed as
joint liquidators to act for the purposes of such winding up.

NOTICE IS HEREBY GIVEN that the creditors of the Company which
is being wound up voluntarily are required within 30 days of the
publication of this notice, to send in their names and addresses
and the particulars of their debts and claims and the names and
addresses of their attorneys-at-law (if any) to the undersigned.
In default thereof, they will be excluded from the benefit of
any distribution made before such debts are proved.

Date of Publication: 1st December 2005

CONTACT:  JOHN CULLINANE and DERRIE BOGGESS
          Joint Voluntary Liquidators
          Contact for enquiries: John Cullinane
          Telephone: (345) 914-6305

          c/o Walkers SPV Limited
          Walker House, P.O. Box 908
          George Town, Grand Cayman


DQE ENERGY (TWO): Commences Voluntary Winding Up
------------------------------------------------
               DQE ENERGY TWO LIMITED
                  (The "Company")
             (In Voluntary Liquidation)
             Companies Law (As Amended)

TAKE NOTICE THAT the following resolution was passed by the
shareholders of the Company by written resolution dated 1st
December 2005:

RESOLVED that the Company be voluntarily wound up and John
Cullinane and Derrie Boggess c/o Walkers SPV Limited, P.O. Box
908, George Town, Grand Cayman, Cayman Islands, be appointed as
joint liquidators to act for the purposes of such winding up.

NOTICE IS HEREBY GIVEN that the creditors of the Company which
is being wound up voluntarily are required within 30 days of the
publication of this notice, to send in their names and addresses
and the particulars of their debts and claims and the names and
addresses of their attorneys-at-law (if any) to the undersigned.
In default thereof, they will be excluded from the benefit of
any distribution made before such debts are proved.

Date of Publication: 1st December 2005

CONTACT:  JOHN CULLINANE and DERRIE BOGGESS
          Joint Voluntary Liquidators
          Contact for enquiries: John Cullinane
          Telephone: (345) 914-6305

          c/o Walkers SPV Limited
          Walker House, P.O. Box 908
          George Town, Grand Cayman


EASTGATE INVESTMENTS: Taps CDL Company as Liquidator
----------------------------------------------------
                 EASTGATE INVESTMENTS LTD.
                (In Voluntary Liquidation)
             The Companies Law (2004 Revision)

TAKE NOTICE THAT the following special resolution was passed by
the shareholder of the above-mentioned Company on the 1st
December 2005.

That the Company be voluntarily wound up and CDL Company Ltd. be
appointed liquidator for the purposes of such winding-up.

Creditors of the above-named Company, which is being wound up
voluntarily, are required on or before 16th January 2006, to
send in their names and addresses and particulars of their debts
or claims and the names and addresses of their attorneys-at- law
(if any) to the undersigned, the liquidator of the said company,
and if so required by notice in writing from the said
liquidator, either by their attorneys-at-law or personally, to
come in and prove the said debts or claims at such time and
place as shall be specified in such notice or, in default
thereof, they will be excluded from the benefit of any
distribution made before such debts are proved.

CONTACT:  CDL COMPANY LTD.
          Voluntary Liquidator
          P.O. Box 31106SMB, Grand Cayman


HORIZON ASSET: Proofs of Claim Due Jan. 12
------------------------------------------
               HORIZON ASSET ADVISORY LTD.
               (In Voluntary Liquidation)
               Companies Law (As Amended)

The following special resolution was passed by the shareholders
of the above company 1st December 2005:

RESOLVED THAT the Company be voluntarily wound up and that CTS
Management Ltd., of Marcy Building, 2nd Floor, Purcell Estate,
Road Torwn, Tortola, British Virgin Islands, be and is appointed
as liquidator of the Company for that purpose.

Notice is hereby given that creditors of this company are to
prove their debts or claims on or before 12th January 2006, and
to establish any title they may have under the Companies Law
(2004 Revision), or to be excluded from the benefit of any
distribution made before the debts are proved or from objecting
to the distribution.

CONTACT:  CTS MANAGEMENT LTD.
          Sole Voluntary Liquidator
          Marcy Building, 2nd Floor, Purcell Estate
          Road Town, Tortola, British Virgin Islands
          Telephone: 1 (284) 494 2544
          Facsimile: 1 (284) 494 2552

          Campbells
          4th Floor, Scotia Centre
          P.O. Box 884 GT
          Grand Cayman


MUSH LIMITED: CDL Company to Oversee Liquidation Process
--------------------------------------------------------
                    MUSH LIMITED
             (In Voluntary Liquidation)
         The Companies Law (2004 Revision)

TAKE NOTICE THAT the following special resolution was passed by
the shareholder of the above-mentioned Company at a general
meeting held on the 29th November 2005.

That the Company be voluntarily wound up and CDL Company Ltd. be
appointed liquidator for the purposes of such winding up.

Creditors of the above-named Company, which is being wound up
voluntarily, are required on or before 16th January 2006, to
send in their names and addresses and particulars of their debts
or claims and the names and addresses of their attorneys-at- law
(if any) to the undersigned, the liquidator of the said company,
and if so required by notice in writing from the said
liquidator, either by their attorneys-at-law or personally, to
come in and prove the said debts or claims at such time and
place as shall be specified in such notice or, in default
thereof, they will be excluded from the benefit of any
distribution made before such debts are proved.

CONTACT:  CDL COMPANY LTD.
          Voluntary Liquidator
          P.O. Box 31106SMB, Grand Cayman


PACIFIC CENTURY: Resolves to Liquidate Voluntarily
--------------------------------------------------
            Pacific Century Cyberworks Japan Limited
                   (In Voluntary Liquidation)
                The Companies Law (2004 Revision)

The following special written resolution was passed by the sole
shareholder of the Company on December 2, 2005:

THAT AS A SPECIAL RESOLUTION the Company be placed into
voluntary liquidation and that Jacky Chung Wing Muk and
Edward Simon Middleton of KPMG, 8th Floor, Prince's Building, 10
Chater Road, Central, Hong Kong, be and are hereby appointed
joint and several voluntary liquidators of the Company to act
jointly or severally for the purposes of such liquidation.

Creditors of the Company are to prove their debts or claims on
or before January 12, 2005, and to establish any title they may
have under the Companies Law (2004 Revision), or to be excluded
from the benefit of any distribution made before such debts are
proved or from objecting to the distribution.

Date of Liquidation: December 2, 2005

CONTACT:  Jacky Chung Wing Muk, Joint Voluntary Liquidator
          KPMG, 8th Floor, Prince's Building
          10 Chater Road, Central, Hong Kong
          Anita Mow / Christy Wong
          Telephone: 852 3121 9824
                     852 3121 9888 Ext 645
          Facsimile: 852 2869 7357


PERCON CAPITAL: Enters Voluntary Wind Up
----------------------------------------
             Percon Capital International Limited
                 (In Voluntary Liquidation)
                 Companies Law (As Amended)

TAKE NOTICE THAT the following resolution was passed by the
shareholders of the Company by written resolution dated November
28, 2005:

RESOLVED that the Company be voluntarily wound up and John
Cullinane and Derrie Boggess c/o Walkers SPV Limited, P.O. Box
908, George Town, Grand Cayman, Cayman Islands, be appointed as
joint liquidators to act for the purposes of such winding up.

Creditors of the Company, which is being wound up voluntarily
are required within 30 days of the publication of this notice,
to send in their names and addresses and the particulars of
their debts and claims and the names and addresses of their
attorneys-at-law (if any) to the undersigned. In default
thereof, they will be excluded from the benefit of any
distribution made before such debts are proved.

Date of Publication: December 1, 2005

CONTACT:  John Cullinane and Derrie Boggess
          Joint Voluntary Liquidator
          Telephone: (345) 914-6305
          c/o Walkers SPV Limited
          Walker House, P.O. Box 908
          George Town, Grand Cayman


TEQUESTA FUND: To Report on Wind Up Process
-------------------------------------------
                      Tequesta Fund Ltd.
                  (In Voluntary Liquidation)
                The Companies Law (As Amended)

Pursuant to Section 145 of the Companies Law (as amended), the
final meeting of the shareholders of the Company will be held at
the registered office of the Company on January 13, 2006 at 2:30
p.m.

Business:

1. To lay accounts before the meeting, showing how the winding
up has been conducted and how the property has been disposed of,
as at final winding up on January 13, 2006.

2. To authorize the liquidators to retain the records of the
Company for a period of five years from the dissolution of the
Company, after which they may be destroyed.

Proxies: Any person who is entitled to attend and vote at this
meeting may appoint a proxy to attend and vote in his stead. A
proxy need not be a member or a creditor.

CONTACT:  John Cullinane and Derrie Boggess
          Joint Voluntary Liquidators
          c/o Walkers SPV Limited
          Walker House, P.O. Box 908
          George Town, Grand Cayman


TEQUESTA HUB: To Lay Accounts on Liquidation Jan. 13
----------------------------------------------------
                       Tequesta Hub Fund Ltd.
                     (In Voluntary Liquidation)
                    The Companies Law (As Amended)

Pursuant to Section 145 of the Companies Law (as amended), the
final meeting of the shareholders of the Company will be held at
the registered office of the Company on January 13, 2006 at 3:30
p.m.

Business:

1. To lay accounts before the meeting, showing how the winding
up has been conducted and how the property has been disposed of,
as at final winding up on January 13, 2006.

2. To authorize the liquidators to retain the records of the
Company for a period of five years from the dissolution of the
Company, after which they may be destroyed.

Proxies: Any person who is entitled to attend and vote at this
meeting may appoint a proxy to attend and vote in his stead. A
proxy need not be a member or a creditor.

CONTACT:  John Cullinane and Derrie Boggess
          Joint Voluntary Liquidator
          c/o Walkers SPV Limited
          Walker House, P.O. Box 908
          George Town, Grand Cayman



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

* COLOMBIA: JBIC To Provide Guarantee for Samurai Bonds
-------------------------------------------------------
Japan Bank for International Cooperation (JBIC; Governor:
Kyosuke Shinozawa) signed on December 16 a set of agreements
with the Government of the Republic of Colombia, and Mizuho
Corporate Bank as arranger, to provide a guarantee for private
placement yen-denominated foreign bonds (Samurai bonds) totaling
22.5 billion yen to be issued by the Colombian Government. JBIC
will provide a guarantee on the principal and a part of the
interest.

The Government has issued yen-denominated foreign bonds five
times in the Tokyo market since 1986.  However, since its last
issuance in April 2001, the credibility of Latin American
countries has declined due to unfortunate occurrences such as
the default of the sovereign bonds of Argentina. As such, the
Government has faced difficulty in issuing sovereign bonds in
the Tokyo market. The credit enhancement achieved with JBIC's
provision of this guarantee has opened the way for the
Government to return to the Tokyo market.

The proceeds of the bonds will finance projects planned by the
Government to increase direct investment from overseas,
including investments aimed at developing transport
infrastructure, small- and medium-sized enterprises (SMEs) and
supporting industries.  In addition, such investments will be
used for improving the domestic security situation, which poses
a major obstacle to increasing direct investment in Colombia.
Implementing these projects will improve the business
environment for locally operating foreign businesses, including
Japanese affiliates, and will thereby raise the prospects for a
further increase in Japanese firms expanding their operations
into Colombia.

This is the third guarantee JBIC will provide for public sector
bonds, following guarantees for private placement yen-
denominated foreign bonds by Philippine National Oil Company-
Energy Development Corporation and Korean Collateralized Bond
Obligation (CBO). This is also the first guarantee provided for
a non-Asian issuer. It is expected that JBIC's support of the
issue of yen-denominated foreign bonds in the Tokyo market will
help create business opportunities for Japanese financial
institutions and will also invigorate the yen-denominated
foreign bond market. By making use of its guarantee facility,
JBIC is committed to supporting governments and other public
entities in developing countries for issuing public sector bonds
in the Tokyo market, while helping Japanese firms issue
corporate bonds in local currencies in Asian financial markets.

Samurai bonds are yen-denominated bonds issued in Japan by a
foreign government or company.

CONTACT:  Japan Bank for International Cooperation - JBIC
          Mr. Baba or Ms. Inukai
          Press and External Affairs Division
          Public Relations Office
          Policy Planning and Coordination Department
          Phone: 03-5218-3100
          Fax: 03-5218-3955



===================
C O S T A   R I C A
===================

BICSA: Low Profitability Cues Ratings
-------------------------------------
Rationale

The ratings assigned consider Banco Internacional de Costa Rica
S.A.'s (Bicsa) low profitability and the weak growth of its loan
portfolio, along with lower than historic capitalization levels.
The ratings are supported by the short-term nature of its loan
portfolio, and the reorganization that should improve the future
efficiency of the bank. Although the ratings are assigned to
Bicsa Panama, Standard & Poor's Ratings Services monitors the
bank on a consolidated basis.

In the past two years, credit events have affected the bank's
bottom line and asset quality, as credit underwriting diverged
somewhat from Bicsa's core business, which is trade finance.
Some of the nontrade finance operations were originated to
compensate overall low loan growth and to improve margins. In
our view, some of those loans do not fully match Bicsa's core
business and have a higher degree of risk than do trade finance
operations. Even though an aggressive write-off policy has
improved asset quality, should new problems arise, asset quality
could deteriorate again and affect future profitability levels.

Bicsa's capitalization levels fell below the 16.3% average from
1999 to 2003 as a consequence of a $41 million dividend payment
on 2004. Additionally, profitability has been low as a
consequence of lack of growth and high cost structure as well as
high provisioning requirements, which consumed revenues,
reducing the bank's capacity to internally generate capital.
High funding costs as a consequence of the poor performance of
the bank during the past couple of years have also affected
profitability. Although some operating costs are expected to
decline due to the reorganization of the bank, profitability
levels are expected to remain below those of other financial
institutions in the same rating category.

As Bicsa's profitability has not been high enough to increase
capital organically in the past three years, and its main
shareholders approved a $41 million dividend payment in 2004,
Bicsa's adjusted total equity ratio was reduced to 14% as of
June 2004 from 17% in December 2003. As capital represents a
less important source of funding, Bicsa will have to replace it
with other funding sources.

The short-term nature of its loan portfolio gives Bicsa more
flexibility than other banks to adapt to changing market
conditions. In addition, in September 2004, the bank refocused
in trade finance and has reorganized its loan origination group.
It also transferred its credit card business and loans
denominated in Colones to Banco Nacional de Costa Rica, its
shareholder. Nevertheless, at June 2005, Bicsa's consumer loan
portfolio increased significantly and while it still represents
a small portion of total loans, this is not the bank's core
business.

Outlook

Although Bicsa's core business was refocused and operating costs
were reduced, we still believe that management faces important
challenges. There is significant competition in the trade
finance business, which is driving margins to very low levels.
In addition, economic growth in the Central American region is
expected to remain moderate. Therefore, we do not expect Bicsa's
future performance to change dramatically. Should the bank's
financial performance deteriorate further, the ratings could be
lowered. Nevertheless, if financial performance improves
significantly, the outlook could be revised to stable, and if
this becomes a consistent trend, the ratings could be raised.

Primary Credit Analyst: Angelica Bala, Mexico City
(52) 55-5081-4405; angelica_bala@standardandpoors.com

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



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

MIRANT CORP: Court Issues Implementing Order Regarding Plan
-----------------------------------------------------------
Pursuant to Sections 105 and 1142(b) of the Bankruptcy Code, the
Honorable D. Michael Lynn of the U.S. Bankruptcy Court for the
Northern District of Texas directs Mirant Corporation and its
debtor-affiliates and any other necessary party that:

    A. Within five days after the occurrence of the Plan's
       Effective Date:

       a. Each applicant with respect to each letter of credit
          issued to a Trading Debtor as beneficiary securing a
          Transferred Trading Obligation will cause each letter
          of credit to be amended, modified or reissued by the
          applicable issuer to name Mirant Energy Trading, LLC,
          instead of the Trading Debtor as its beneficiary or
          provide other replacement collateral as is acceptable
          to MET in its sole discretion; and

       b. Each guarantor that has issued a guarantee in favor of
          a Trading Debtor with respect to a Transferred Trading
          Obligation will amend or modify the guarantee to name
          MET as the beneficiary of the guarantee in place of
          the Trading Debtor; and

    B. As of the Effective Date:

       a. All other collateral held by a Trading Debtor securing
          a Transferred Trading Obligation, including any and
          all rights to draw upon the collateral, will be
          assigned or otherwise transferred by the Trading
          Debtor to MET without further Court order;

       b. The right to draw on or make demand on any existing
          letter of credit, guarantee or other collateral
          securing a Transferred Trading Obligation will be
          fully assigned, or otherwise transferred, by each
          applicable Trading Debtor to MET and MET will be fully
          empowered, authorized and directed without further
          Court order to draw or make a demand on any of the
          letter of credit, guarantee or other collateral
          according to the terms of applicable letter of credit,
          guarantee or agreement pursuant to which the
          collateral is held and to retain any of the draws for
          its own account;

       c. Any letter of credit for which a Debtor is the
          applicant securing an obligation of a Trading Debtor
          assumed by MET will be deemed automatically to secure
          the Assumed Obligation after that Assumed Obligation
          has been transferred to MET; provided that any letter
          of credit will be deemed automatically cancelled upon
          the issuance of a substantially similar replacement
          letter of credit securing the Assumed Obligation;

       d. Any guarantee previously issued by any of the Debtors
          to secure an Assumed Obligation will be deemed
          automatically to secure the Assumed Obligation after
          the Assumed Obligation has been transferred to MET;
          provided that any guarantee will be deemed
          automatically cancelled upon the issuance of a
          substantially similar replacement guarantee securing
          the Assumed Obligation; and

       e. any cash posted by any of the Debtors to secure an
          Assumed Obligation will be deemed automatically to be
          property of MET and posted thereby to secure the
          Assumed Obligation.

Any failure other than by MET or one of the Debtors to amend,
modify or reissue a letter of credit or to amend or modify a
guarantee on or before the Enforcement Date unless promptly
cured on MET's demand will constitute an event of default under
the trading contract or agreement giving rise to the relevant
Transferred Trading Obligation notwithstanding any other cure
period that might be provided in the trading contract or
agreement.

Judge Lynn grants MET with full power of substitution, as the
true and lawful attorney-in-fact for the Trading Debtors, with
full irrevocable power and authority in the place and stead of
Mirant Corporation or the Trading Debtors:

    -- for the purpose of carrying out the asset transfers
       contemplated under the Plan and to take any and all
       appropriate action; and

    -- to execute any and all documents and instruments that may
       be necessary or useful to give effect to the asset
       transfers.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 88 Bankruptcy Creditors'
Service, Inc., 215/945-7000)



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

ASARCO: Wants to Assume Modified Prudential Futures Contracts
-------------------------------------------------------------
C. Luckey McDowell, Esq., at Baker Botts L.L.P., in Dallas,
Texas, informs the U.S. Bankruptcy Court for the Southern
District of Texas in Corpus Christi that ASARCO LLC's revenues
can be affected dramatically by market movements in the price of
copper and precious metals.  Many of those revenues come from
refined copper sales contracts that provide for sales at a fixed
price at a future time.

However, ASARCO seeks to obtain "spot" refined copper prices
during the month in which it ships refined copper.  To limit the
adverse effects of declines in the price of copper, which could
affect the ability to obtain the "spot" price, ASARCO entered
into exchange-traded futures contracts relating to the fixed-
price customer contracts.  Those futures contracts, Mr. McDowell
explains, provide that ASARCO would purchase copper on future
dates in certain quantities and at fixed prices, thus, "locking
in" its profit on the copper's sale.

"This 'customer hedging' protects [ASARCO] against price
fluctuations between the time of entering into the sales
contract and the actual delivery," Mr. McDowell tells Judge
Schmidt.

Mr. McDowell says that ASARCO has 95 prepetition futures
contracts with Prudential Financial Derivatives, LLC, consisting
of:

   * 23 contracts of December 2005 CMX copper,
   * 57 contracts of March 2006 CMX copper,
   * 13 contracts of May 2006 CMX copper, and
   * two contracts of July 2006 CMX copper.

Moreover, since it continues to be in the market for selling
copper for future delivery at fixed prices, ASARCO's operations
will be less subject to price fluctuations if it can enter into
new contracts as the former contracts terminate or run to
completion.

In addition, Mr. McDowell states that as the copper's current
price is at an all time high price, ASARCO may elect to use
futures contracts to sell its anticipated production forward,
hence, fixing its profit on sales against future production.
ASARCO would also use Postpetition Futures Contracts for that
purpose as well.

              Modifications to Prudential Contracts

ASARCO's prepetition positions in futures contracts were aimed
at fixed prices before the labor strike in early July 2005.
Since the Petition Date, ASARCO has been liquidating those
prepetition positions by selling in the month of scheduled
delivery of the copper.

Mr. McDowell relates that ASARCO has been fortunate that copper
sales could be completed through delivery of copper cathode
ASARCO has continued to produce.

However, Mr. McDowell says, ASARCO has not taken on new futures
positions since the strike began because of the resulting
uncertain production levels.

With the resolution of the labor strike and the resumption of
normal copper production, Mr. McDowell tells the Court that
ASARCO will again need to offer an option to purchase copper for
forward delivery at known prices.  Pricing copper in advance
requires that ASARCO again hedge against market fluctuations by
entering into Postpetition Futures Contracts.

In support of its positions on the Prudential Contracts, ASARCO
maintains a $2,240,139 equity account, consisting of $1,620,751
in cash and $619,388 in unrealized profits.  ASARCO is a member
of the New York Commodity Exchange, a division of the New York
Mercantile Exchange, and is normally required to maintain a
margin balance equal to $2,000 per futures contract of 25,000
pounds.

Mr. McDowell recounts that on the Petition Date, ASARCO asked
NYMEX to permit it to maintain, rather than suspend, its
membership.  NYMEX accepted ASARCO's request, but it doubled
ASARCO's minimum margin balance to $4,000 per futures contract.
The higher margin balance requires ASARCO to maintain a $632,000
balance based on its current futures contracts.

Currently, ASARCO has over $2,200,000 in equity in the account,
so the revised margin requirements will not require ASARCO to
post additional capital in the account.

       Account Agreement and Postpetition Futures Contract

Subsequently, ASARCO and Prudential have agreed to permit ASARCO
to close out its positions in existing futures contracts by
allowing ASARCO to enter into offsetting positions in accordance
with this schedule:

     Schedule             No. of Lots to be Liquidated
     --------             ----------------------------
     October 2005                      3
     November 2005                    29
     December 2005                    26
     January 2006                      7
     February 2006                    14
     March 2006                        7
     April 2006                       12
     May 2006                          8
     June 2006                        10
     July 2006                         0
     August 2006                       4

Mr. McDowell tells Judge Schmidt that if ASARCO does not keep to
that schedule, Prudential may terminate some or all of the
Prudential Contracts.  In that event, ASARCO agrees that it will
not object to the termination of the contract based on theories
of delay or laches.  Prudential has agreed to accept the higher
margin balance imposed by NYMEX, but Prudential reserves its
right to increase that margin requirement at a later time if the
circumstances so require.

Prudential may also terminate its Contracts on one business
day's notice if ASARCO fails to post its required margin
payments, which rights are contained in the account agreement.

Furthermore, ASARCO and Prudential will enter into Postpetition
Futures Contracts.  Under its terms, Prudential would have the
same rights to terminate the Postpetition Futures Contracts as
are provided for under the Account Agreement or as to commodity
brokers with respect to prepetition futures contracts.

To the extent that there is a loss on the liquidation or
termination of a Postpetition Futures Contract, Prudential will
be entitled to an administrative claim under Section 503(b) of
the Bankruptcy Code.

ASARCO seeks the Court's authority to:

   (1) assume the Prudential Contracts, as modified;

   (2) enter into Postpetition Futures Contracts with
       Prudential; and

   (3) enter into a new Account Agreement with respect to
       Postpetition Futures Contracts.

"The Debtor's decision to assume the Prudential Contracts is
based on sound business judgment," Mr. McDowell asserts.

Mr. McDowell explains that the Prudential Contracts provide
ongoing value to ASARCO's estate by minimizing the market risk
of fluctuating copper prices and by fixing ASARCO's profits with
respect to its current copper delivery obligations.  In
addition, Prudential has an ongoing favorable business
relationship with ASARCO, and assumption of the Prudential
Contracts will foster that business relationship, Mr. McDowell
points out.

Moreover, by assuming the Prudential Contracts and entering into
Postpetition Futures Contracts, ASARCO can prevent Prudential
from automatically terminating the prepetition futures
contracts. As a commodity broker, Prudential is exempted from
the automatic stay provisions.

Unless the request is approved, ASARCO's ability to adequately
protect itself from market fluctuations in the price of copper
will be severely hampered, Mr. McDowell insists.

Headquartered in Tucson, Arizona, ASARCO LLC --
http://www.asarco.com/-- is an integrated copper mining,
smelting and refining company.  Grupo Mexico S.A. de C.V. is
ASARCO's ultimate parent.  The Company filed for chapter 11
protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207).
James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A.
Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter
Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble,
Esq., at Jordan, Hyden, Womble & Culbreth, P.C., represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed $600 million in total
assets and $1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-
20521 through 05-20525).  They are Lac d'Amiante Du Quebec Ltee,
CAPCO Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304),
Encycle, Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex.
Case No. 05-21346) also filed for chapter 11 protection, and
ASARCO has asked that the three subsidiary cases be jointly
administered with its chapter 11 case.  On Oct. 24, 2005,
Encycle/Texas' case was converted to a Chapter 7 liquidation.
(ASARCO Bankruptcy News, Issue No. 11; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


BANSI: Ratings Reflect Tiny Market Presence
-------------------------------------------
CREDIT RATING:  BB-/Stable/B

Outstanding Rating(s)
  Counterparty Credit:  BB-/Stable/B
  Certificate of deposit:  BB-/B

Rationale

The ratings assigned to Bansi S.A. (Bansi) consider the small
size of the bank in the Mexican financial system as well as
strong concentration of the business within a small client base,
which includes related parties and the lack of geographical
diversification. The ratings are supported by the bank's ability
to continue growing within a very competitive market, its good
financial performance, and the overall improvement of credit
risk assessment.

Bansi is a small niche bank operating mainly in the State of
Jalisco and in Mexico City, confronting strong competition from
large banks with stronger distribution capabilities and
financial flexibility. Nevertheless, Bansi has been able to
double its loan portfolio in the past year and a half. In
addition, stricter underwriting policies combined with better
collecting efforts have driven the bank to improve asset
quality. In this sense, nonperforming loans (NPLs) have decline
in absolute and relative terms, while reserve coverage has
improved. At September 2005, NPLs represented 1.3% of total
loans and were covered 5.4x with reserves.

Although the bank has improved its risk management policies, and
loans have been structured in a way that securities decrease
credit risk, concentration in the loan portfolio and deposit
base are factors that constrain the ratings. In this sense,
Bansi's 10 largest loans concentrate more than 50% of the loan
portfolio and 2.5x capital, while the 10 largest depositors, of
which some are related to the loans, represent 33% of total core
deposits. Standard & Poor's Ratings Services' concerns on such
concentration are that the prepayment of any large loan has an
immediate effect on the size of the portfolio and that Bansi
would have to originate loans to compensate the decrease to
maintain the growing pace; that related deposits could also
leave the bank; and that the default of a large loan could have
a detrimental effect on asset quality.

The bank's internal capital generation has strengthened during
the past two years. The origination of large loans providing
good margins has resulted in increasing net interest income and
has also contributed to good generation of fees and commissions.
Until now, this loan generation has not required the bank to
incur additional operating costs benefiting efficiency levels;
however, stronger promotional efforts could result in higher
efficiency levels, but operating costs should remain at adequate
levels. As a consequence of increasing operating revenues,
especially recurrent revenues, as well as the efficient
operation and an adequate provisioning requirement, Bansi's ROA
stands at 2.3% at September 2005, a level that even compares to
that of large commercial banks operating in the system.

Although Bansi's adjusted common equity-to-assets ratio declined
to 17% at June 2005 from 23% in 2004, this has been a
consequence of loan growth. Nevertheless, the capitalization
level is still adequate considering the intrinsic risks of the
bank's operations. Moreover, during 2004, Bansi capitalized
retained profits, increasing its paid-in capital, and
strengthened its capital base. Additionally, Bansi has
traditionally retained earnings, following a policy of no
dividend distribution, which is planned to be maintained and
will continue supporting growth.

Outlook

The stable outlook reflects our opinion that management
capabilities would allow the bank to post good results in terms
of growth, asset quality, profitability, and capitalization.
Diversification of the loan portfolio and deposit base and the
maintenance of a good performance are fundamental for a rating
upgrade. On the contrary, the deterioration of Bansi's key
metrics could trigger a downgrade.

Primary Credit Analyst: Angelica Bala, Mexico City
(52) 55-5081-4405; angelica_bala@standardandpoors.com

Secondary Credit Analyst: Claudia Sanchez, Mexico City
(52) 55-5081-4418; claudia_sanchez@standardandpoors.com


CALPINE CORP: Del. Supreme Court Orders $312M Payment by Jan. 22
----------------------------------------------------------------
The Delaware Supreme Court ruled Friday night that Calpine Corp.
must return $312 million to Wilmington Trust Company for the
benefit of bondholders.  The Court concludes that Calpine was
wrong when it used sale transaction proceeds for other corporate
purposes.

The Delaware Supreme Court entertained oral argument in
Wilmington Trust v. Calpine, Case Nos. 602 and 603, 2005, on
Thurs., Dec. 15, 2005.  A 60-megabyte audio recording of those
spirited arguments and intense questioning from a three-judge
panel in MP3 format is available at no charge at
http://researcharchives.com/t/s?3cd

In a 10-page opinion, the three-judge panel tells Calpine to
restore the $312 million by January 22, 2006.  Calpine's lawyers
say the company doesn't have the money. (Troubled Company
Reporter, Monday, Dec. 19, 2005, Vol. 9, No. 300)


DESARROLLADORA HOMEX: Aggressive Growth Plans Constrain Ratings
---------------------------------------------------------------
Rationale

The ratings assigned to Desarrolladora Homex S.A. de C.V.
(Homex) are constrained by the company's aggressive growth
plans, Standard & Poor's Ratings Services' expectation that the
aforementioned plans could demand additional indebtedness, and
high working capital requirements that have not allowed free
operating cash flow generation up to now. The ratings also
reflect the concentration of mortgage origination in the public
housing agencies and increased competition, which are inherent
risk factors to the Mexican homebuilding industry.

Positive factors supporting the rating include Homex's position
as one of the leading homebuilders in Mexico, an important
geographical diversification, a manageable maturity schedule
following the refinancing, and the favorable trend in Homex's
financial performance during the past couple of years. The
rating assigned to its senior notes also considers the guarantee
of its restricted subsidiaries avoiding structural subordination
between parent-subsidiary creditors. The payment of all the
company's guaranteed debt has eliminated subordination between
unsecured and secured debt. Nevertheless, future issuance of
secured debt could lead to structural subordination.

Homex is a vertically integrated homebuilder focused on the
affordable and middle-income housing segments. Headquartered in
Culiac n, Sinaloa, Homex is one of the largest homebuilders in
Mexico, with operations in 25 cities in 17 states across the
country. During 2004, Homex sold 21,053 houses and reported
revenues of $476 million. The company had total land reserves
under title of approximately 17.3 million square meters as of
Sept. 30, 2005, on which it is estimated the group could build
approximately 79,000 affordable entry-level homes and
approximately 26,000 middle-income homes. On July 1, 2005, Homex
acquired Controladora Casas Beta S.A. de C.V. (Beta), the sixth-
largest homebuilder in Mexico, in a transaction valued at
approximately $188 million. On a pro forma basis, we estimate a
sales volume of about 40,000 units and revenues of about $900
million for year-end 2005.

Although the acquisition of Beta has somewhat tempered Homex's
growth plan, we believe that the double-digit growth expected by
the company in coming years is still aggressive. Nevertheless,
the ratings consider that if an industry slowdown occurs, Homex
will take a conservative approach on its revenue and EBITDA
growth rates. The absence of free operating cash flow during the
past couple of years is a consequence of the intense working
capital requirements to sustain its high growth rates.
Nevertheless, we believe Homex could start generating free
operating cash flow in the next couple of years if the company's
working capital needs to remain below $160 million (including
land purchases to maintain a two-year reserve objective).
Conversely, we also believe that if working capital requirements
and cash flow generation are not matched and Homex continues
with its projected growth rate, the company could demand
additional indebtedness. Collection has presented a slower pace
than the revenues growth rate, which is reflected in high trade
receivables turnover of more than 220 days and an accounts
receivable-to-sales ratio of about 80% for the 12 months ended
third-quarter 2005. We believe that receivables could be less
than 200 days if the company effectively implements a number of
initiatives to speed up collections.

In our opinion, the acquisition of Beta strengthens Homex's
position among the largest homebuilder concerns in the country.
Furthermore, the acquisition increases the diversity of the
group's cash-flow generation while providing Homex with an
important presence in the metropolitan areas of Mexico City,
Monterrey, and Tijuana. We believe that purchasing power and
employment rates make these markets attractive, notwithstanding
the delays in collections that prevail in certain product lines.

Homex's business strategy is based on replicating its
standardized business processes in all cities where the company
initiates operations, minimizing the need for establishing a
local presence in the cities where the company operates.
Underserved midsize cities where the company can purchase large
parcels of land to amortize acquisition and infrastructure
costs, with populations just over one million, and with the
opportunity to build at least 1,000 houses per year, have been
Homex's main targets. The company's proprietary IT systems
integrate and allow the monitoring of all operations from the
Culiac n headquarters, including land acquisition, construction,
payroll, purchasing, sales, quality control, financing,
delivery, and maintenance. Although centralization has
contributed to operative improvements, we have noticed that
strong local operations provide an entry barrier when
competition increases.

The trend in Homex's key financial ratios and profitability has
been positive during the past couple of years. EBITDA margin has
experienced consistent growth, reaching levels comparable with
those of the other industry leaders. For the 12 months ended
Sept. 30, 2005, Homex reported a 23.1% EBITDA margin compared
with 21.3% and 19.9% for the same period of 2004 and 2003,
respectively. For the 12 months ended Sept. 30, 2005, Homex
reported EBITDA interest coverage and total debt-to-EBITDA
ratios of 6.2x and 2.4x, respectively, which, compared to the
7.5x and 0.6x reported one year earlier, reflects the recent
notes issuance and some outstanding debt that had not been
prepaid with the proceeds by that date. Although we estimate
EBITDA interest coverage and total debt-to-EBITDA ratios at 4.2x
and 1.7x for year-end 2005, the rating is predicated on the
expectation that Homex posts an EBITDA interest coverage ratio
in the range of 6.0x-7.0x and a total debt-to-EBITDA ratio in
the range of 1.0x-1.5x during the coming years. Notwithstanding
that the full amount of Homex's revenues is denominated in
Mexican pesos, which could increase financial expenses due to
dollar-denominated debt service, the volatility of some of the
group's cash flow adequacy ratios (particularly its total debt-
to-EBITDA ratio) will be mitigated by a foreign currency swap.

Liquidity

Homex's liquidity is adequate and should benefit from a
manageable maturity schedule and the amortization of the group's
CP program, which is about $70 million outstanding as of Sept.
30, 2005. The cash holdings and uncommitted credit line
availability stand at about $159 million and $25 million,
respectively. This cash balance should be reduced at an expected
figure of $45 million after all debt prepayments are done. The
company also derives additional flexibility through the use of
deferred purchase schemes to secure land reserves. We estimate
that under projected operational and debt levels, Homex will
need to maintain a cash balance position of about $100 million
to weather a slowdown in collections. The aforementioned is also
important given the company's strategy to fund its operations
with unsecured debt, which in our opinion limits its ability to
tap project financing and partially constrains its financial
flexibility.

Outlook

The stable outlook on Homex reflects our expectations that the
company should report satisfactory financial ratios, which would
generate free operating cash flow in the medium term; that a
prudent operating and financial strategy will be sustained
(especially if a slowdown in the collections occurs); and that
Homex will continue to maintain an adequate liquidity position.
A positive rating action is not foreseen in the medium term. A
weakening in the company's liquidity and/or its key financial
ratios, or an increase in management's tolerance for risk, could
lead to a negative rating action.

Primary Credit Analyst: Raul Marquez, Mexico City
(52) 55-5081-4437; raul_marquez@standardandpoors.com

Secondary Credit Analyst: Santiago Carniado, Mexico City
(52) 55-5081-4413; santiago_carniado@standardandpoors.com


FORD CREDIT (MEXICO): Fitch Downgrades Ratings to 'BB+'
-------------------------------------------------------
Fitch Ratings has downgraded the issuer default rating (IDR) and
senior unsecured debt ratings of Ford Motor Company, Ford Credit
Company and affiliate ratings to 'BB+' from 'BBB-'. A complete
list of affected ratings is attached below. The ratings of The
Hertz Corporation and its subsidiaries are not affected by this
action. Ford's Rating Outlook remains Negative.

The downgrade and Negative Outlook reflect the continuing share
losses and competitive pressures at Ford's core North American
auto operations, and the challenges the company faces in
restoring sustainable positive cash flow. Ford, along with most
of the North American auto industry, is in the midst of an
extended and fundamental restructuring of its cost base, which
will be necessary to stem operating losses.

The deterioration in Ford's core SUV products has had a
disproportionate impact on consolidated profitability, with
higher gas prices and shifts in consumer preferences providing
uncertainty as to the extent of the decline going into 2006.
Ford has a number of competitive product offerings that should
provide some support to consolidated volumes and revenues, but
the company will nevertheless remain challenged to sustain
revenues given price pressures and the trend toward lower-priced
vehicles. Inability to sustain revenues would further stress
Ford's operating profile given the company's legacy costs.

Recent successful product introductions in the car segment have
led to unit sales gains and should provide continuing strength
in this segment into 2006, providing some offset to consolidated
revenue pressures. Ford has a moderate presence in the rapidly-
growing crossover segment, with two new products in this
category scheduled for release in late 2006. Otherwise, Ford's
new product introductions will be light over the next several
years. Although the large pickup segment has held up well, Ford
will face increasing competition in terms of new and refreshed
product competition competitive in 2006 as well as ever-present
price competition. Operating losses have also occurred despite a
healthy economic environment that has helped produce healthy
industry sales volumes, indicating vulnerability to any
deterioration in economic conditions over the near term.
Warranty costs, which have grown meaningfully over the past
several years, have impaired cash flows and remain a concern.

Ford will be reliant on significant cost reductions to stabilize
margins and cash flows. Ford has announced its intent to close
numerous assembly and component plants in addition to those
recently acquired from Visteon. Given the progress Ford has made
in portions of its product portfolio, target demographics and
manufacturing footprint, the company's unprofitable product
lines and uncompetitive manufacturing operations are relatively
identifiable. Ford has more than adequate liquidity over the
near term to finance the required employee buyout programs and
closure of facilities, although the pace and extent of the
restructuring will be dependent on Ford's progress in
negotiations with the UAW.

The ability to accelerate restructuring activities could leave
Ford with a smaller, but more viable combination of flexible
manufacturing plants and product segments, with better plant
economics. However, replacing unit sales to support revenue
levels will remain a difficult challenge given the unrelenting
competitive environment. In its restructuring efforts, as with
its recent health care agreement, Ford is expected to benefit
from the urgency of the accelerated restructuring program being
undertaken by GM.

Operating results have also been severely impacted by higher
commodity costs, namely steel and resin, which may continue to
rise for Ford through 2006. Longer term, commodity price relief
may alleviate some margin pressure although this may not occur
until into 2007. Given top-line pressures and reduced scale,
fixed-cost absorption will continue to be challenging, and
margin restoration will be difficult to accomplish without more
significant inroads into structural costs in the areas of wages
and benefits.

Pension and health care costs remain a concern. Total health
care expenditures were $3.1 billion in 2004, and have been
increasing annually at double-digit rates, although this will
now be off of a moderately lower base following the recent
health care agreement. Ford remains moderately underfunded in
its US pension plans, although pension legislation could
accelerate required contributions in an adverse scenario over
the near term.

As of Sept. 30, 2005, Ford had healthy liquidity of $19.6
billion in cash and S/T VEBA, as well as approximately $5.7
billion in L/T VEBA. Expected net proceeds from the sale of
Hertz of $5.6 billion will provide supplemental liquidity to
utilize in Ford's restructuring program. Total debt of $18.2
billion is down modestly over the past several years, and
maturities are limited to under $4 billion over the next fifteen
years. Ford maintains committed lines of $6.5 billion.

The ratings of Ford Motor Credit Co. (FMCC) are linked to those
of Ford due to the close business relationship between them.
Fitch expects FMCC's earnings and dividends to decline
noticeably going into 2006 primarily due to lower receivables
outstanding and margins. FMCC has benefited by lower provision
expense, as the quality of its receivables pool has increased,
however, the pace of these improvements is expected to slow
going forward. Fitch believes that FMCC maintains a good degree
of liquidity relative to its rating. Supporting this is FMCC's
ability to sell or securitize a broad spectrum of assets such as
retail finance, lease, and wholesale loans. Moreover, FMCC
continues to hold high cash balances and its assets mature
faster than its debt.

Ratings lowered by Fitch with a Negative Rating Outlook include
the following:

Ford Motor Co.
  -- Senior debt to 'BB+' from 'BBB-';
  -- Short-term to 'B' from 'F2'

Ford Motor Credit Co.
  -- Senior debt to 'BB+' from 'BBB-';
  -- Short-term to 'B' from 'F2'

FCE Bank Plc
  -- Senior debt to 'BB+' from 'BBB-';
  -- Short-term to 'B' from 'F2'

Ford Capital B.V.
  -- Senior debt to 'BB+' from 'BBB-'.

Ford Credit Canada Ltd.
  -- Senior debt to 'BB+' from 'BBB-';
  -- Short-term to 'B' from 'F2'

Ford Motor Capital Trust II
  -- Preferred stock to 'BB-' from 'BB'.

Ford Holdings, Inc.
  -- Senior debt to 'BB+' from 'BBB-';

Ford Motor Co. of Australia
  -- Senior debt to 'BB+' from 'BBB-';

Ford Credit Australia Ltd.
  -- Senior debt to 'BB+' from 'BBB-';
  -- Short-term to 'B' from 'F2'

PRIMUS Financial Services (Japan)
  -- Senior debt to 'BB+' from 'BBB-';
  -- Short-term to 'B' from 'F2'

Ford Credit de Mexico, S.A. de C.V.
  -- Senior debt to 'BB+' from 'BBB-';

Ford Motor Credit Co. of New Zealand
  -- Senior debt to 'BB+' from 'BBB-';
  -- Short-term to 'B' from 'F2'

Ford Motor Credit Co. of Puerto Rico
  -- Short-term to 'B' from 'F2'

CONTACT:  Fitch Ratings
          Mark Oline
          Tel: 312-368-2073

          Richard Hilgert
          Tel: 312-606-2336 (Ford)

          Christopher D. Wolfe
          Tel: 212-908-0771

          Philip S. Walker Jr.
          Tel: 212-908-0624 (FMCC)

MEDIA RELATIONS: Brian Bertsch, Tel: 212-908-0549
                 Kenneth Reed, 212-908-0540


METALFORMING TECH: Wants Until March 13 to Remove Civil Actions
---------------------------------------------------------------
Metalforming Technologies, Inc., and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware to extend
until March 13, 2006, the period within which they can remove
prepetition civil actions.

The extension will afford the Debtors more time to make fully
informed decisions concerning removal of each pending action
from a remote court to the District of Delaware for continued
litigation.  The extension will assure that the Debtors don't
forfeit valuable rights.

Headquartered in Chicago, Illinois, Metalforming Technologies,
Inc., and its debtor-affiliates manufacture seating components,
stamped and welded powertrain components, closure systems,
airbag housings and charge air tubing assemblies for automobiles
and light trucks.  The Company and eight of its affiliates filed
for chapter 11 protection on June 16, 2005 (Bankr. D. Del. Case
Nos. 05-11697 through 05-11705).  Joel A. Waite, Esq., Robert S.
Brady, Esq., and Sean Matthew Beach, Esq., at Young Conaway
Stargatt & Taylor, represent the Debtors in their restructuring
efforts.  As of May 1, 2005, the Debtors reported $108 million
in total assets and $111 million in total debts.


QUALCORE: Restates Annual Report for Year Ended Dec. 31, 2004
-------------------------------------------------------------
Elamex, S.A. de C.V. (NASDAQ: ELAM), a diversified manufacturing
services company with food and real estate holdings in Mexico
and the United States, amended its Annual Report on Form 10-K/A
for the year ended Dec. 31, 2004.

The amendment modifies a note in the financial statements
pertaining to the principles of consolidation of the Company's
50.1% investment in Qualcore, S. de R.L. de C.V.  An Elamex-G.E.
joint venture, Qualcore is a plastic injection and metal
stamping operation located in central Mexico in the city of
Celaya.

In its original submission with the Securities and Exchange
Commission, the Company did not present Qualcore as a
significant subsidiary and only included a summary of unaudited
financial information in a footnote disclosure instead of
including separate financial statements.

Elamex wrote down its investment in Qualcore to zero as of Dec.
31, 2004.  Qualcore's operations ceased in the third quarter of
2005, and as of the date of this amendment most of the machinery
and equipment have been sold, the majority of the employees have
been terminated and the building has been substantially vacated.
Management is deciding upon the future operating plans for the
joint venture.

                  Going Concern Doubt

Galaz, Yamazaki, Ruiz Urquiza, SC, a member of Deloitte Touche
Tohmatsu, had expressed substantial doubt about Qualcore's
ability to continue as a going concern after it audited the
Company's financial statements for the years ended Dec. 31, 2004
and 2003.  The auditing firm pointed to the Company's:

      -- working capital deficiency of $11,572 and $8,709 as of
         Dec. 31, 2004 and 2003, respectively;

      -- history of recurring losses;

      -- total partners' deficit of $7,679, and $874 as of
         Dec. 31, 2004 and 2003, respectively.

At Dec. 31, 2004 and 2003, Qualcore had an accumulated deficit
in excess of 100% of its total paid-in capital.  Under Mexican
law, this condition allows the Joint Venture's partners,
creditors or other interested parties to force the company into
dissolution.

                     About Qualcore

Qualcore, S. de R.L. de C.V. and subsidiaries consists of
Mexican companies incorporated under the laws of Mexico.  The
Joint Venture was formed between Elamex, S.A. de C.V., General
Electric International Mexico, S.A. de C.V. and General Electric
Mexico, S.A. de C.V. to produce plastic molding and stamped
metal components primarily for companies located in the United
States of America.  Elamex contributed its plastic molding and
stamped metal operations to the Joint Venture in exchange for a
50.1% interest.

                     About Elamex

Elamex is a Mexican company with manufacturing operations and
real estate holdings in Mexico and the United States. The
Company is involved in the production of food items related to
its candy manufacturing and nut processing operations. Elamex's
competitive advantage results from its demonstrated capability
to leverage low cost, highly productive labor, strategic North
American locations, recognized quality and proven ability to
combine high technology with labor-intensive manufacturing
processes in world-class facilities. As a value added provider,
Elamex's key business objectives include superior customer
satisfaction, long-term supplier relationships and employee
growth and development, with the ultimate goal of continuously
building shareholder value.


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

ACEPAR: CEO Asserts Operations Remain Normal Despite Protests
-------------------------------------------------------------
Roberto Bonazzola, Chief Executive Officer of Acepar, refuted
reports that the ongoing protests outside the iron and steel
company have stalled operations, relates Business News Americas.

"The company is still producing, it has not stopped, though that
does not mean production hasn't been affected," Mr. Bonazzola
said.

He alleged that protesters blocking plant entrances are being
supported by well-known political figures, who want to pressure
the government to stop the privatization process.

"There are two or three members of congress who do not represent
the full legislature who are acting politically, setting the
stage for the re-nationalization of the company," he added.

Mr. Bonazzola played down reports by local newspapers that some
workers have been staging a hunger strike for a few days in an
effort to pressure for agreements to restructure their pay.

"First of all, there is only one worker on hunger strike," he
said. "Second, we are in talks with the labor union at the labor
and justice ministry to take a closer look at the issue."

Acepar is willing to restructure pay for 100 workers considering
it has already done so for 800 employees, he said.

"Our aim is to decrease tension and I think we will achieve this
because we are making great efforts; we hope to resolve this
issue during this week," Mr. Bonazzola said.


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

AOL LATIN AMERICA: Files October 2005 Operating Report
------------------------------------------------------
On Dec. 12, 2005, America Online Latin America, Inc., and its
debtor-affiliates, filed their monthly operating report for the
month ended October 2005, with the United States Bankruptcy
Court for the District of Delaware.

For the month ending Oct. 31, 2005, the Company's Income
Statement shows:

                                                  Net Income/
                                      Revenue     (Net Loss)
                                      -------     -----------
America Online Latin                       $0              $0
America, Inc.

AOL Latin America Management,         $20,000       ($766,948)
LLC

AOL Puerto Rico Management            $71,825        ($57,597)
Services, Inc.

America Online Caribbean Basin,      $961,245        $431,082
Inc.

At Oct. 31, 2005, the Company's balance sheet shows:

              America Online Latin America, Inc.
              __________________________________

      Current Assets                        $17,520,269
      Total Assets                          702,647,757
      Current Liabilities                     6,259,080
      Total Liabilities                     166,259,080
      Total Stockholders' Equity           $536,388,677


              AOL Latin America Management, LLC
              _________________________________

      Current Assets                        $11,227,303
      Total Assets                           11,471,753
      Current Liabilities                    23,977,637
      Total Liabilities                      23,977,637
      Total Stockholders' Deficit          ($12,505,884)


          AOL Puerto Rico Management Services, Inc.
          _________________________________________

      Current Assets                           $181,612
      Total Assets                              319,633
      Current Liabilities                     6,211,825
      Total Liabilities                       6,230,789
      Total Stockholders' Deficit           ($5,911,156)


             America Online Caribbean Basin, Inc.
             ____________________________________

      Current Assets                        $20,111,060
      Total Assets                           20,131,210
      Current Liabilities                       125,061
      Total Liabilities                         125,061
      Total Stockholders' Equity            $20,006,179

A full-text copy of America Online Latin America, Inc., and its
debtor-affiliates' Monthly Operating Report for the month ended
October 2005, is available at no charge at:

               http://ResearchArchives.com/t/s?3cb

Headquartered in Fort Lauderdale, Florida, America Online Latin
America, Inc. -- http://www.aola.com/-- offers AOL-branded
Internet service in Argentina, Brazil, Mexico, and Puerto Rico,
as well as localized content and online shopping over its
proprietary network.  Principal shareholders in AOLA are
Cisneros Group, one of Latin America's largest media firms,
Brazil's Banco Itau, and Time Warner, through America Online.
The Company and its debtor-affiliates filed for chapter 11
protection on June 24, 2005 (Bankr. D. Del. Case No. 05-11778).
Pauline K. Morgan, Esq., and Edmon L. Morton, Esq., at Young
Conaway Stargatt & Taylor, LLP and Douglas P. Bartner, Esq., at
Shearman & Sterling LLP represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection
from their creditors, they listed total assets of $28,500,000
and total debts of $181,774,000. (Troubled Company Reporter,
Saturday, Dec. 17, 2005, Vol. 9, No. 299)


DORAL FINANCIAL: To Redeem Entire $75M Senior Notes Due 2006
------------------------------------------------------------
Doral Financial Corporation (NYSE: DRL) ("Doral") reported that,
following the recent announcement of its proposed timetable for
the completion of the restatement, its Board of Directors had
authorized a number of initiatives designed to mitigate the
uncertainty that could result in the event it were to receive a
notice of default under its public indentures and thereby allow
Doral to complete its restatement process in an orderly manner.

Specifically, the Board has authorized the redemption in whole
of Doral' 7.84% Senior Notes due October 10, 2006 (the "Notes")
in the aggregate principal amount of $75 million. Pursuant to
the terms of the indenture governing the Notes, the Notes will
be redeemed at a redemption price equal to the greater of (i)
100% of their principal amount; and (ii) the sum of the present
values of the remaining scheduled payments of principal and
interest thereon discounted to the date of redemption on a
semiannual basis at the Treasury Yield (as defined in the
indenture) plus 25 basis points, plus in each case accrued
interest to the date of redemption. Doral expects that the
redemption price will exceed 100% of the principal amount of the
Notes. As required by the terms of the indenture, the Company
will retain an independent investment bank to calculate the
redemption price. Doral intends to issue a press release setting
forth the date fixed for redemption as soon as practicable.

Doral also announced that it will commence a consent
solicitation to solicit the bondholders under the indenture
dated as of May 14, 1999 (the "1999 Indenture") to temporarily
forbear their right to declare an event of default as a result
of the Company's failure to comply with its reporting
obligations under the 1999 Indenture. Doral will hire a consent
solicitation agent for these purposes. The terms and conditions
of the consent solicitation will be set forth in a Consent
Solicitation Statement to be delivered by the consent
solicitation agent. Doral expects to commence the consent
solicitation as soon as practicable.

Doral also reiterated that it expects to file its amended annual
report on Form 10-K for the year ended December 31, 2004 within
approximately 60 days, and its quarterly reports on Form 10-Q
for the first three quarters of 2005 as soon as practicable
after the filing of its amended annual report on Form 10-K.

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 based 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.

CONTACT:  Doral Financial Corporation
          Richard F. Bonini / Lucienne Gigante
          Phone: 212-329-3733



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CITGO: Declares $88 Million Dividend
------------------------------------
The Board of Directors of CITGO Petroleum Corporation, an
indirect wholly owned subsidiary of Petroleos de Venezuela, S.
A. (PDVSA), has declared an $88 million dividend payable to its
parent, bringing the total dividend amount for 2005 to $785
million.

"The payment of this dividend reflects the strong year that we
experienced, in spite of the challenges we face due to the
hurricanes late this summer," said Felix Rodriguez, CITGO
president and CEO. "The total amount for 2005 reflects strong
refinery operations and the continued alignment of CITGO with
PDVSA."

CITGO, based in Houston, is a refiner, transporter and marketer
of transportation fuels, lubricants, petrochemicals, refined
waxes, asphalt and other industrial products.  The company is
owned by PDV America, Inc., an indirect wholly owned subsidiary
of Petroleos de Venezuela, S.A., the national oil company of the
Bolivarian Republic of Venezuela.

CONTACT: CITGO Petroleum Corporation
         Fernando Garay
         Tel: +1-832-486-1489

         David McCollum
         Tel: +1-832-486-4260
         Fax: +1-832-486-1814

         URL: www.citgo.com




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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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