TCRLA_Public/060112.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

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

          Thursday, January 12, 2006, Vol. 7, Issue 9

                          Headlines

A R G E N T I N A

BANCO EMPRESARIO: Loses Authorization to Reopen Doors
BANCO HIPOTECARIO: Unveils $100M Bond Issuance
EDELAP: Gets Clearance to Impose Rate Hike
PINNACLE ENTERTAINMENT: Equity Offering Spurs Ratings Review
PROQUIFIN ARGENTINO: Court Grants Reorganization Plea

REPSOL YPF: To Boost Argentine Investments by $700M
TELEFONIA PUBLICA: Enters Bankruptcy on Court Orders
* ARGENTINE BANKS: Moody's Finds No Reason To Lift BFSR
* BUENOS AIRES: Moody's Assigns Ratings to New Bonds


B E R M U D A

FOSTER WHEELER: Awarded Contracts by Shell
INTELSAT LTD.: Appoints New Executives
REFCO CAPITAL: Customers Face Cash Shortfall
REFCO CAPITAL: Abadi in Acquisition Talks with Customers
REFCO INC: Committee, et al., Balk at Ch. 11 Trustee Request


B R A Z I L

EMBRATEL: Gilat Provides 2,400 Site Satellite-Based VSAT Network
GERDAU: Concludes Acquisition of Corporacion Sidenor
JBS S.A.: Rated 'B+' by S&P
TELEMAR: Grodetzky Leaves CFO Post
* BRAZIL: Fitch to Rate Global Bond Due 2037 'BB-'

* BRAZIL: IMF Notes Country's Continued Progress


C A Y M A N   I S L A N D S

AJAX MANE: Final General Meeting to be Held Jan. 26
ARGENTORUM INVESTMENTS: To Present to Members Wind Up Accounts
AS LEVERAGE: To Hold Final General Meeting Jan. 28
CANADA ZERO: Members to Hear Wind Up Account Feb. 9
CASCADE SVP: To Explain Wind Up Process to Members Jan. 28

CHANNEL CDO: Members to Hear Wind Up Accounts Feb. 9
CLT 2005-1: To Explain Wind Up Process to Members Jan. 26
CONCHA LIMITED: Sets Extraordinary Final Meeting for Feb. 15
COURT AND CORE: To Present to Members Wind Up Accounts Jan. 28
CREDIT FRONTIER: To Explain Wind Up Process to Members Jan. 28

DUPLEX THIRD: Final Meeting Scheduled for Jan. 26
EMINENT FUNDING: Liquidation to be Explained to Members Jan. 28
ENDEAVOUR ENERGY: Wind Up Process to be Presented Jan. 27
ENHANCED MORTGAGE-BACKED: Liquidation to be Explained Feb. 9
FUJIMI CORPORATION: To Show Wind Up Process Jan. 28

GT TMK: Final Meeting Set for Jan. 28
HAMERSLEY INVESTMENTS: Sets Final Meeting for Jan. 30
INTERNATIONAL FOODS: To Give Explanation on Wind Up Jan. 28
IST DEVELOPMENT: To Lay Accounts on Liquidation Jan. 28
LIONHEARTED 2002: To Give Account on Wind Up to Members Jan. 28

MASTERPIECE HOLDINGS: Schedules Final Meeting for Jan. 30
MILKY WAY: To Hold Final Meeting Jan. 28
MILLION STONE: To Show Manner of Liquidation to Members Jan. 28
NAKAGAWA ESTATE: To Explain Wind Up Process to Members Jan. 28
NOVO MUNDO: To Present Account on Wind Up to Members Jan. 30

PREPO HOLDINGS: Shareholder to Hear on Wind Up Process Jan. 28
SOLEIL ASSET: To Lay Accounts on Liquidation Jan. 30
WHARF INVESTMENTS: Account on Wind Up to be Presented Jan. 27


M E X I C O

BALLY TOTAL: Pardus Group Files Amendment Number 13
BALLY TOTAL: Liberation Group Submits Material Developments
BALLY TOTAL: Files Counterclaim Against Pardus, Liberation
LUZ Y FUERZA: Commences Labor Contract Negotiations With Union


P A N A M A

WILLBROS GROUP: Names New VP of Investor Relations


P E R U

TANS PERU: Aviation Authorities Order Suspension of Operations


P U E R T O   R I C O

CENTENNIAL COMMUNICATIONS: Common Stock Trades Ex-dividend


V E N E Z U E L A

PDVSA: $14B Windfall to be Used Mostly for Social Development

     -  -  -  -  -  -  -

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

BANCO EMPRESARIO: Loses Authorization to Reopen Doors
-----------------------------------------------------
The Central Bank has revoked local cooperative bank Banco
Empresario del Tucuman's (BET) permission to reopen its doors,
Business News Americas reports. The Central Bank announced its
decision without giving any explanation.

The Central Bank suspended BET in October last year for 30 days
due to problems related to its restructuring process. In
November, it approved fellow local bank Macro Bansud's ARS30.6
million (US$10.3mn) acquisition of BET.


BANCO HIPOTECARIO: Unveils $100M Bond Issuance
----------------------------------------------
Banco Hipotecario will issue US$100 million worth of bonds,
reports Business News Americas. The bonds, which will be issued
under the US$1.2-billion bond program, will mature in 2010 and
yield a 9.75% annual rate

In a statement to the local bourse, the bank said investors have
until January 20 to sign up for the bonds. Deutsche Bank (NYSE:
DB) and Citigroup Global Markets are handling the new issue.

Credit ratings agency Fitch Ratings assigned a negative outlook
and creditwatch with negative implications respectively to
Hipotecario's bond program due to recent disagreements between
the bank's two largest shareholders, the government and local
business group IRSA.


EDELAP: Gets Clearance to Impose Rate Hike
------------------------------------------
The government published Monday a resolution formally allowing
power distributor Edelap to retroactively raise industrial and
commercial user rates by an average of 15% beginning Nov. 1,
2005, reports Business News Americas.

The resolution reflects a rate hike authorized in a new contract
published last July that was not put into effect.

As part of the new contract, Edelap, which is controlled by
U.S.-based AES Corp. (AES), will increase investment during the
first year to between ARS15 million ($5 million) and ARS18
million, up from ARS11 million during the previous year.

The Company will then negotiate an "integral rate" later this
year, which will set prices for the next five years.

As part of the initial contract renegotiation, AES agreed to
suspend a claim against Argentina with the World Bank's
arbitration tribunal, the International Center for the
Settlement of Investment Disputes.

AES, according to a company source, plans to drop the entire
claim once the government holds a public hearing for the
"integral rate" this year.

Edelap serves some 280,000 users in and around the city of La
Plata just south of the capital, Buenos Aires.


PINNACLE ENTERTAINMENT: Equity Offering Spurs Ratings Review
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
Pinnacle Entertainment Inc., including the 'B+' corporate credit
rating, on CreditWatch with positive implications following the
company's announcement that it intends to offer 6 million shares
of its common stock, with an overallotment option granted to the
underwriters for an additional 900,000 shares, for estimated net
proceeds of approximately $163 million.

The proceeds of the proposed offering will be used for general
corporate purposes, including the pursuit of one or more of
identified capital projects, which comprise new hotel towers at
the company's Belterra Casino Resort, L'Auberge du Lac in Lake
Charles, Louisiana, and at its Boomtown New Orleans asset in New
Orleans, Louisiana.  Proceeds may also be used to fund a portion
of the construction costs of ongoing St. Louis, Missouri,
projects.  Total debt outstanding at Sept. 30, 2005, was
approximately $700 million.

"The CreditWatch listing reflects the material impact the
proposed equity offering will have on the company's consolidated
financial profile and liquidity situation at a time when it is
pursuing multiple capital spending initiatives," said Standard &
Poor's credit analyst Michael Scerbo.

In resolving the CreditWatch listing, Standard & Poor's will
meet with Pinnacle's management to review its financial policies
and future operating strategies.  If an upgrade were the
ultimate outcome of Standard & Poor's analysis, it would be
limited to one notch, to 'BB-'.


PROQUIFIN ARGENTINO: Court Grants Reorganization Plea
-----------------------------------------------------
Proquifin Argentino S.A. successfully petitioned for
reorganization after Rafaela's civil and commercial court issued
a resolution opening the Company's insolvency proceedings.

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

Infobae relates that Mr. Rodolfo G. Vigil will serve as trustee
during the course of the reorganization. The trustee will be
accepting creditors' proofs of claim for verification until Feb.
3, 2006.

After verifications, the trustee will prepare the individual
reports and also present a general report for court review.
Dates for the submission of the reports are yet to be disclosed.

CONTACT:  Proquifin Argentino S.A.
          Ruta Provincial NA 70 Km. 554
          Bella Italia (Santa Fe)

          Mr. Rodolfo G. Vigil, Trustee
          Alte. Brown 339
          Rafaela (Santa Fe)


REPSOL YPF: To Boost Argentine Investments by $700M
---------------------------------------------------
Spanish-Argentine oil company Repsol YPF will increase its
investments in Argentina by up to US$700 million, for a total
investment of US$6.7 billion between 2005 and 2009, according to
company president Antonio Brufau.

Between 2006 and 2009, Repsol YPF will invest US$90 million per
year in exploration. With respect to refining and
commercialization, the Company will invest US$180 million in
2005 and US$400 million in 2006. Brufau stated the increase in
Repsol YPF's investments is due to Argentina's significant
economic progress.

Most of the new investment will be devoted to hydrocarbon
exploration and production, and this comes at a time when
Argentina needs to increase its crude oil reserves.

"Argentina is a rich hydrocarbon country but its own government
and private companies need to invest in exploration. Otherwise,
all companies will have to import crude oil," Brufau explained.

During his meeting with Argentina's President, Nestor Kirchner,
Brufau gave details about a US$1.3-billion investment made in
2005 to improve crude oil, gas production, refining techniques,
biodiesel research, and the construction of Repsol YPF's new
headquarters in Buenos Aires, Argentina.

In addition to these investments last year, the Spanish-
Argentinean oil company has invested US$169 million in
exploration over the last two years. Forty-three oil wells were
completed, which is equivalent to more than 50% of Argentina's
existing capacity. Of the investments in exploration, US$54
million was spent on onshore petroleum exploration, and US$82
million was spent on natural gas exploration in the deep
drilling campaign in Cuenca Neuquina (Neuquen, Argentina) with
oil wells of 3,000 to 5,000 meters in depth.

Also, US$33 million was spent on offshore exploration with the
first 3D seismic studies in deep Argentinean waters, including
the Malvinas basin and the Golfo San Jorge basin.

Brufau also indicated that the recent agreement signed between
Repsol YPF and the Venezuelan state owned oil company (PDVSA)
regarding crude oil exchange will help Argentina's supply.

Repsol YPF currently has hydrocarbon production of more than 1.1
million barrels of petroleum per day, and its crude and gasoline
reserves are located primarily in Latin America and North
Africa.

In total, Repsol YPF operates nine refineries including five
refineries that are located in Spain, one in Peru, and three in
Argentina (La Plata (Buenos Aires), Lujan de Cuyo (Mendoza), and
Plaza Huincul (Neuquen). Repsol YPF has a total refining
capacity of more than 1.2 million barrels per day.

"The three refineries owned by Repsol YPF in Argentina (...) are
working at full capacity to meet the increasing fuel demand in
the local market," Repsol YPF's president emphasized.


TELEFONIA PUBLICA: Enters Bankruptcy on Court Orders
----------------------------------------------------
Telefonia Publica Latinoamericana S.R.L. enters bankruptcy
protection after Buenos Aires' civil and commercial court
ordered the Company's liquidation. The order effectively
transfers control of the Company's assets to a court-appointed
trustee who will supervise the liquidation proceedings.

Infobae reports that the court selected Mr. Osvaldo Jose
Raimundo as trustee. Mr. Raimundo will be verifying creditors'
proofs of claim until the end of the verification phase on March
20, 2006.

Argentine bankruptcy law requires the trustee to provide the
court with individual reports on the forwarded claims and a
general report containing an audit of the Company's accounting
and business records. The individual reports will be submitted
on May 5, 2006 followed by the general report, which is due on
July 3, 2006.

CONTACT:  Telefonia Publica Latinoamericana S.R.L.
          Avda. Eva Peron 1145
          Buenos Aires

          Mr. Osvaldo Jose Raimundo, Trustee
          Rodriguez Pena 797
          Buenos Aires


* ARGENTINE BANKS: Moody's Finds No Reason To Lift BFSR
-------------------------------------------------------
According to Moody's latest report on the Argentine banking
system, the possibility now exists that the rating agency could
find reasons to lift some of the banks' financial strength
ratings -- now at the lowest level, averaging E.

"We believe that the banking industry's solvency is starting to
look healthier," Moody's Investors Service says, "largely
because bank managements have been trimming public-sector
exposure and building up internal gains."

As far as Moody's is concerned, this suggests that the banks are
starting to regain their time-honored function as financial
intermediaries in the business cycle. "Eventually," the rating
agency states, "this means that the banks' earnings quality
should start to look stronger."

The report is called " Banking System Outlook: 2001 Crisis
Subsides, However Vestiges Continue to Affect Banks ".

SUMMARY OPINION

Moody's average bank financial strength ratings (BFSR) for the
Argentine banks remain at the lowest level of its scale, at E.
In July 2005, however, Moody's changed the outlook on the BFSR
of nine Argentinean banks, citing improvements in the banks'
performance, particularly their earnings generation ability and
overall solvency.

Selective upward potential exists for the bank financial
strength ratings of Argentinean banks next year. This
possibility reflects their success in restoring their solvency
by growing internal earnings and reducing their public-sector
exposure, with consequent increase in the credit intermediation
activity and improvement in the quality of their earnings.

Since the 2001 financial crisis, the Argentine banking system
has been going through a slow, but steady recovery, and its
performance continued to improve during 2004 and the first six
months of 2005. This progress was pushed by vigorous economic
growth. Despite these encouraging prospects, the shaken
confidence of depositors persists, and is reflected in largely
short-term deposits and still-low loan demand.

As the Argentine banks' solvency improves and the crisis
gradually subsides, banks seem to be prepared for growth.
Nevertheless, loan intermediation remains weak; it is focused on
consumer loans and credit cards because of the prevalence of
short-term funding. We expect moderate loan expansion to
continue in the near future, however, in light of higher
consumption and investment requirements by the Argentine
corporates' (their capacity is presently near maximum levels).

Management has exerted itself to scrub bad loans from the
balance sheets, thus improving nonperforming loan ratios;
moreover, better macroeconomic conditions have helped the large
corporates to renegotiate their debts. The system, however,
continues to suffer from uncertainties in the legal and
operating environment and those weigh on the ratings. The
Argentine banks still face an uncertain rule of law, and
forbearance continues to be applied.


* BUENOS AIRES: Moody's Assigns Ratings to New Bonds
----------------------------------------------------
Moody's has assigned ratings of B3 (Global Scale, foreign
currency) and A3.ar (Argentine National Scale) to the new
foreign currency bonds offered by the Province of Buenos Aires
in exchange for approximately US$2.7 billion previously issued
foreign currency bonds on which the province suspended payment
effective December 31, 2001. The new bonds were accepted by
holders of some US$2.53 billion (nearly 94%) of the old bonds.

The old bonds subject to the exchange bore coupons generally
higher than those of the new bonds and matured much sooner,
reaching final maturity in 2010; the new bonds pay principal
semiannually beginning in 2012 and reach final maturity in 2035.
Bondholders accepting the exchange will experience a substantial
present-value loss, and the province has stated its intention
not to resume payment on bonds subject to an exchange offer.
Moody's continues to rate the old bonds Ca.

The assigned ratings of B3 and A3.ar reflect economic recovery
evident in the province and nationally which has supported
strong revenue growth in the years 2002-2005. These revenue
gains have contributed to better financial performance.

The ratings also acknowledge the considerable economic
uncertainty and financial pressures still facing the province,
as well as its continued reliance on the federal government to
finance its fiscal deficit, including the need to refinance
principal maturities as they come due.

Economic recovery is evident in (preliminary) real GDP growth of
roughly 11% in 2003 and 10% in 2004 following several years of
decline, an unemployment rate that has decreased since reaching
its recent peak in 2002, and parallel declines in the number of
people and households in metropolitan Buenos Aires living below
the poverty line.

The recovery has contributed, along with the effects of
inflation and increased tax enforcement efforts, to double-digit
revenue growth -- ranging from 19% to nearly 32% -- for the
province in the years 2002-2005, compared to revenue declines in
the immediately preceding years. This revenue growth and
spending control efforts enabled the province to reduce its
financing deficits and, in 2004, achieve a financing surplus,
i.e., revenues exceeded expenditures, including interest
payments.

But the province's recent fiscal performance has not been an
unqualified success, and it will face serious challenges in the
coming years. Although the province recorded a financing surplus
in 2004 (excluding interest for foreign currency debt on which
it suspended payment effective December 31, 2001), preliminary
data reveal that the province again fell into deficit in 2005.
Further, the adopted budget for 2006 projects that interest
requirements -- which will include payment on the new bonds now
rated -- will grow more than 60%, to Ar$798 million in 2006, and
that the province will again record a financing deficit as its
revenues will not grow sufficiently to cover all expenditures,
including interest.

To cover remaining interest and to fund maturing principal,
which is projected at Ar$2.65 billion in 2006 (tapering off over
the next five years to Ar$2 billion), the province -- like many
other provinces in Argentina -- expects to rely on the federal
government for financial support. Having assumed a significant
part of the province's outstanding debt during the worst of the
crisis years, the federal government is now the province's
largest single creditor. As of year-end 2005 it accounted for
more than 60% of the province's total outstanding debt. Should
the federal government be unable or unwilling to extend
necessary financial support to the province when needed, the
province could again fall into default.

Finally, the province's finances will continue to be pressured
by labor union efforts to increase public employee salaries,
which declined in real terms through July 2004 as inflation ate
away at salaries that had been frozen since early 2002. Although
salaries have been growing in nominal terms since mid-2004,
public employee unions are seeking larger increases.

Moody's has also assigned domestic currency issuer ratings of B3
(Global Scale) and A3.ar (Argentine National Scale) to the
Province.

Moody's issuer ratings are opinions of the ability of entities
to honor their senior unsecured financial obligations, that is,
without incorporating credit support derived from the use of
federal revenue-sharing (coparticipación federal) or other
resources as collateral.

Moody's Argentina National Scale ratings are opinions of the
relative creditworthiness of issuers and issues within Argentina
and are not globally comparable. The Moody's Global Scale rating
for borrowings in local currency allows investors to compare the
province's creditworthiness to all other issuers in the world.
It incorporates all Argentina-related risks, including the
potential volatility of the Argentine economy. For comparative
purposes, Moody's Global Scale rating for domestic debt issued
by the Argentine government and in default is Ca, and is B3 for
BODENs issued in local currency.



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

FOSTER WHEELER: Awarded Contracts by Shell
------------------------------------------
Foster Wheeler Ltd. (Nasdaq: FWLT) announced Tuesday that its UK
subsidiary, Foster Wheeler Energy Limited (FWEL), and its
Singapore subsidiary, Foster Wheeler Eastern Private Limited
(FWEPL), have been awarded contracts by Shell Eastern Petroleum
(Pte) Ltd. (SEPL) for two basic design engineering packages
(BDEP) associated with a world-scale ethylene oxide/mono-
ethylene glycol (EO/MEG) plant and a significant refinery
modification project in Singapore. FWEL is executing the BDEP
for the new EO/MEG plant on Jurong Island and FWEPL is executing
the BDEP for the modifications at Shell's Pulau Bukom Refinery,
located on an adjacent island.

The terms of the awards were not disclosed and the BDEP phase of
both projects were included in the company's 2005 bookings.

"Shell intends to roll over from the BDEP phase to the
implementation phase with the appointment of Foster Wheeler as
the engineering, procurement and construction management
contractor for the EO/MEG plant and a significant part of the
refinery modifications later in 2006, when the final investment
decision will be taken," said Fang Yea Yee of SEPL, general
manager for the project. "We are pleased to be working with
Foster Wheeler and look forward to the successful outcome we
expect. As Foster Wheeler was involved in the execution of a
similar EO/MEG plant in our joint venture complex in China, we
believe that we will be able to benefit from the expertise and
lessons learned for the Singapore project."

"We are able to deliver added value to Shell by combining
different strengths from within our Global Engineering and
Construction (E&C) Group," said Umberto della Sala, chief
executive officer, Foster Wheeler Global E&C Group. "We are one
of the leading engineering, procurement and construction (EPC)
contractors in Singapore with a 30-year track record of
delivering safe and successful projects. With this Singapore
track record and our UK operation's in-depth knowledge of the
Chinese EO/MEG plant, we are uniquely positioned to build on our
own demanding high standards and our excellent working
relationship with Shell to deliver this new EO/MEG plant and the
refinery modifications safely and successfully."

The new EO/MEG plant, scheduled for completion in 2009, will use
feedstock from Shell's proposed ethylene cracker located on
neighboring Bukom Island. Both the cracker and the EO/MEG plant
are part of an overall investment program, which includes
integration of the new facilities with Shell's existing refinery
at Bukom to capture the benefits of oil-chemicals integration.

The Bukom refinery modifications, which will provide feedstock
to the proposed ethylene cracker, are also due for completion in
2009. The proposed modifications include revamp of existing
units, addition of new units, new and revamped tankage
facilities, plus tie-ins and interconnections.

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
          United States
          Maureen Bingert
          Phone: 908-730-4444
          E-mail: maureen_bingert@fwc.com
                     Or
          United Kingdom
          Anne Chong
          Phone: 44-0-118-913-2106
          E-mail: anne_chong@fwuk.fwc.com
                     Or
          Other Inquiries
          Phone: 908-730-4000
          E-mail: fw@fwc.com

          URL: www.fwc.com


INTELSAT LTD.: Appoints New Executives
--------------------------------------
Intelsat, Ltd., a global satellite communications leader
providing services in over 200 countries and territories,
announced Tuesday key executive appointments that will be
effective following the closing of Intelsat's planned
acquisition of PanAmSat Holding Corporation. At the time that
the acquisition was announced, in August 2005, the companies
stated that David McGlade, Intelsat's current Chief Executive
Officer, would be the CEO of the company, and that Joe Wright,
PanAmSat's current CEO, would be Chairman of Intelsat's board,
after the transaction closes.

Mr. McGlade said Tuesday that he intends to appoint James
Frownfelter, currently Chief Operating Officer of PanAmSat, as
Chief Operating Officer of Intelsat upon the closing. Mr.
Frownfelter will replace current Intelsat Chief Operating
Officer Ramu Potarazu and Intelsat Global Service Corporation
President Kevin Mulloy, who have submitted their resignations
from Intelsat, effective February 9 and January 27, 2006,
respectively.

As Chief Operating Officer of Intelsat, Mr. Frownfelter will
have responsibility for sales and marketing functions,
engineering and operations, and major program procurement.
During his tenure at PanAmSat, he directed 16 successful
satellite launches and instituted a renewed focus on core
competencies, resulting in significant improvement in PanAmSat's
network reliability. Since becoming an officer of the company in
2001, Mr. Frownfelter has led the transformation of PanAmSat
from a satellite operator to a well-managed, higher quality, and
more profitable communications company with expanded services
for global distribution applications.

Mr. McGlade also announced that Phillip Spector will continue in
his current role as General Counsel of Intelsat following the
closing of the PanAmSat acquisition. He will retain
responsibility for all legal and regulatory matters, as well as
human resources, facilities, and security. Mr. Spector joined
Intelsat in February 2005 from the international law firm of
Paul, Weiss, Rifkind, Wharton & Garrison LLP, where he was
managing partner of the Washington office and Chairman of the
firm's Communications & Technology Group. He has over 20 years
of legal experience in the satellite and telecommunications
industries, and earlier in his career clerked at the Supreme
Court and served in White House.

In announcing these appointments, Mr. McGlade said, "The
combination of Intelsat and PanAmSat will result in a premier
satellite company that will be a leader in the delivery of video
content, the transmission of corporate data and the provisioning
of government communications solutions. Jim Frownfelter and Phil
Spector have between them many decades of experience in the
satellite sector, and they both have strong records of success.
These appointments are the first phase in assembling a new team
and signal our clear intention to take the company to the next
level in terms of customer service and operational excellence.

"At the same time, I would like to thank Ramu Potarazu for his
significant contributions to Intelsat and the satellite industry
over the past two decades, including his leadership roles in
Intelsat's 2001 privatization, the acquisitions of Comsat
General and Intelsat Americas assets, the sale of Intelsat to
our current owners in 2005, and most recently the PanAmSat
transaction. Kevin Mulloy also contributed greatly to Intelsat's
success, including the development of Intelsat's post-
privatization strategy and the technical integration of the
Intelsat Americas fleet. We wish them every success in their
future endeavors."

Acting Intelsat Chief Financial Officer Robert Medlin will
continue in that role at Intelsat until a permanent CFO is
named. Current PanAmSat General Counsel James Cuminale and Chief
Financial Officer Michael Inglese will stay with PanAmSat until
the transaction closes.

PanAmSat CEO Joe Wright said, "I would like to congratulate Jim
Frownfelter on his future role at Intelsat and feel very
confident that he will have the same level of success in
transforming and integrating the new company as he did at
PanAmSat. While we will miss Jim Cuminale and Mike Inglese, we
greatly appreciate the extraordinary roles they have played in
building PanAmSat into the company it is today. Jim Cuminale was
here from the creation of PanAmSat and has been a key architect
of almost every major event that has occurred at this company.
Mike Inglese oversaw internal and external financial
transactions that were, in many cases, firsts for our industry."

On August 29, 2005, Intelsat and PanAmSat announced that the two
companies signed a definitive merger agreement under which
Intelsat will acquire PanAmSat for $25 per share in cash, or
$3.2 billion. The transaction is currently expected to close in
the second or third quarter of 2006.

About Intelsat

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

CONTACT:  Intelsat, Ltd.
          Dianne VanBeber
          Tel: 202-944-7406
          E-mail: investor.relations@intelsat.com
          URL: www.intelsat.com


REFCO CAPITAL: Customers Face Cash Shortfall
--------------------------------------------
Former Bermuda customers of Refco Capital Markets Ltd., the
unregulated broker-dealer unit of the troubled futures broker,
are unlikely to recover more than a fraction of the hundreds of
thousands of dollars lodged in trading accounts with the firm
when the group collapsed last October, the Royal Gazette
suggests.

Documents on file with the US Bankruptcy Court, Southern
District of New York revealed that Refco Capital Markets owes
customers nearly US$4.2 billion. Of that, Bermuda-based
customers are out by more than US$800,000.

Refco Capital Markets is now under Chapter 11 bankruptcy
proceedings in the US, and provisional liquidation proceedings
in Bermuda. The unit's total liabilities, including the $4.2
billion owed to customers, stand at US$5.3 billion. And about
US$718 million is owed to affiliate companies.

Although customer funds were held in trading accounts, as it
stands now, there is little hope of a full return after the US
court ruled customers only qualify for unsecured creditor
status. This means they will only be repaid once the debts of
secured creditors, like banks, are met.

At least 18 customers have sued Refco Capital Markets demanding
the return of almost US$2 billion. One of the most aggrieved is
Russian VR Global Partners, owed some $720 million by Refco
Capital Markets. Bermuda-registered RCM customers out of pocket
include Accutrust S.A., Cameron Capital, Capitania Asset
Management Ltd., FLI Capital Structure, Gulfstream Financial
Ltd., Strategic Opportunity Fund Ltd., Transvest Ltd. and Value
Capital L.P., the main fund of Bermuda hedge fund management
company West End Capital.

Conyers Dill & Pearman (CD&P) and Williams Barristers &
Attorneys are acting as co-counsel in Bermuda on the Refco
matter. Two firms were appointed because a number of Conyers
Dill lawyers had previously served as Refco company directors.

Sally Henry, a New York-based lawyer representing Refco Inc.
debtors, said during a December 15 court hearing in the US
Bankruptcy Court that CD&P needed to be retained because of its
knowledge of the entities, but a second firm was also needed to
rule out concerns over CD&P's earlier involvement.

At the December 15 hearing, lawyers said the exact financial
state of Refco Capital Markets depended largely on its ability
to recoup monies owed it by other Refco companies.


REFCO CAPITAL: Abadi in Acquisition Talks with Customers
--------------------------------------------------------
Carlos Abadi, who runs the Abadi & Co. investment bank, is
looking to acquire Refco Capital Markets Ltd., reports Reuters.

Abadi's lawyer Richard Smolev, a partner at Kaye Scholer LLP,
said his client is in talks with Refco Capital's customers and
prepared to value their claims.

Outcomes might involve letting them cash out at a discount,
receiving preferred shares in a reorganized Refco Capital
Markets, or other options, Smolev said.


REFCO INC: Committee, et al., Balk at Ch. 11 Trustee Request
------------------------------------------------------------
As reported in the Troubled Company Reporter on Dec. 14, 2005,
Deirdre A. Martini, the United States Trustee for Region 2,
asked the Honorable Robert D. Drain of the U.S. Bankruptcy Court
for the Southern District of New York to appoint a Chapter 11
trustee in Refco Inc., and its debtor-affiliates' chapter 11
cases pursuant to Section 1104(a)(2) of the Bankruptcy Code.
Andrew D. Velez-Rivera, Esq., trial attorney for the U.S.
Trustee, tells the Court that the appointment of a truly
independent fiduciary to investigate the Debtors' prepetition
affairs and to maximize the recoveries for their estates has
been of paramount concern to the U.S. Trustee since Refco, Inc.,
filed for bankruptcy protection.

                          *     *     *

               Responses from Creditors Committee,
              RCM Customer Group & Josefina Sillier

(A) Creditors Committee

The U.S. Trustee fails to establish the need for a Chapter 11
Trustee, Luc A. Despins, Esq., at Milbank, Tweed, Hadley &
McCloy LLP, in New York, argues.

The Trustee Motion calls for an independent fiduciary to
investigate claims of prepetition misconduct by the Debtors'
management and to maximize the recoveries for the estate.  Yet
nowhere in the request does the U.S. Trustee explain why the
appointment of a Chapter 11 trustee is necessary to address
those concerns, let alone offer "clear and convincing evidence"
of the need for a trustee in the Debtors' cases, Mr. Despins
contends.

Moreover, the recent appointment of Harrison J. Goldin as the
Debtors' chief executive officer effectively moots the need for
a Chapter 11 Trustee, Mr. Despins points out.  Mr. Goldin is an
independent fiduciary uniquely qualified to maximize the value
of the Debtors' estates for the benefit of their creditors,
customers and parties-in-interest, Mr. Despins explains.

In addition, Mr. Goldin has been appointed as a fiduciary in
other cases by the U.S. Trustee itself.  The U.S. Trustee is
therefore effectively estopped from contending that Mr. Goldin
is not a well-qualified fiduciary, Mr. Despins argues.

The Official Committee of Unsecured Creditors is actively
involved in monitoring the Debtors' Chapter 11 cases and has
confidence that Mr. Goldin will act as an independent fiduciary
for the benefit of all parties, Mr. Despins assures Judge Drain.

The Debtors' "consent" to the appointment of a trustee -- as
evidenced by a stipulation presented by the U.S. Trustee -- is
irrelevant and should not be given any weight by the Court, Mr.
Despins maintains.  "The Debtors' board 'consented' to executing
the Stipulation under extreme pressure from the government, and
[as of January 3, 2005] the Debtors have provided no
explanation, much less proof, that such consent was a sound
exercise of business judgment by the board."

Accordingly, the U.S. Trustee's request should be denied.

In the alternative, the Creditors Committee asks the Court to
adjourn the U.S. Trustee request as premature.

Mr. Despins says that the Court should first rule on whether
Refco Capital Markets, Ltd.'s Chapter 11 case should be
converted to one under Chapter 7.  A conversion, if granted,
would require the displacement, as to the RCM estate, of any
Chapter 11 trustee appointed for the Debtors.

Even if the Court were ultimately to order the appointment of a
Chapter 11 trustee, the Creditors Committee wants the Court to
direct the U.S. Trustee to hold an immediate election pursuant
to Section 1104(b) of the Bankruptcy Code.  The Court should
defer final approval of a Chapter 11 trustee until a Section
1104(b) election can be held.

(B) RCM Customer Group

Customers of Refco Capital Markets, Ltd., holding claims
aggregating over $500,000,000, note that the call for
appointment of a Chapter 11 trustee is predicated on the
assumption that RCM is an eligible debtor for a Chapter 11
reorganization case.

"If that assumption is incorrect, and RCM can only be subject to
a chapter 7 stockbroker liquidation pursuant to Subchapter III,
then this case will be converted and a separate chapter 7
trustee for RCM will be required," Thomas J. Moloney, Esq., at
Cleary Gottlieb Steen & Hamilton LLP, in New York, points out.

The Customer Group previously asked the Court to convert RCM's
Chapter 11 case to a Chapter 7 Stockbroker Liquidation.  The
Court should therefore postpone consideration of the Chapter 11
Trustee Motion until after the important threshold subject
matter jurisdictional question posed by the Customer Group's
request to convert RCM's case, Mr. Moloney asserts.

The Customer Group asks the Court to deny the Chapter 11 Trustee
Motion as premature.

(C) Josefina Sillier

Josefina Franco Sillier asserts that the benefits derived by the
appointment of a Chapter 11 trustee should be considered against
the cost of that appointment.

Ms. Sillier believes that the "practical realities" of the RCM
proceeding mandate conversion to a stockbroker liquidation
pursuant to Subchapter III of Chapter 7, not the appointment of
a Chapter 11 trustee.

RCM is a stockbrokerage business that no longer continues to
operate and has no hope of rehabilitation, James W. Giddens,
Esq., at Hughes Hubbard & Reed LLP, in New York, relates.  "In
such cases, it was Congress' specific intent that the entity be
liquidated under this specific statutory scheme, not through a
Chapter 11 trustee administering a liquidating plan for all
Refco debtor entities."

Ms. Sillier asks the Court to deny the Trustee Motion as it
relates to RCM.

Mr. Sillier is a customer of RCM and maintains a brokerage firm
account at RCM containing no less than $32,862,418 of cash and
securities.

Headquartered in New York, New York, Refco Inc. --
http://www.refco.com/-- is a diversified financial services
organization with operations in 14 countries and an extensive
global institutional and retail client base.  Refco's worldwide
subsidiaries are members of principal U.S. and international
exchanges, and are among the most active members of futures
exchanges in Chicago, New York, London and Singapore.  In
addition to its futures brokerage activities, Refco is a major
broker of cash market products, including foreign exchange,
foreign exchange options, government securities, domestic and
international equities, emerging market debt, and OTC financial
and commodity products.  Refco is one of the largest global
clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.
Refco reported $16.5 billion in assets and $16.8 billion in
debts to the Bankruptcy Court on the first day of its chapter 11
cases.  (Refco Bankruptcy News, Issue No. 18; Bankruptcy
Creditors' Service, Inc., 215/945-7000)



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

EMBRATEL: Gilat Provides 2,400 Site Satellite-Based VSAT Network
----------------------------------------------------------------
Gilat Satellite Networks Ltd. (NASDAQ:GILTF), announced Monday
the implementation of an agreement with its long time customer
Embratel and its satellite subsidiary StarOne, to deploy a 2,400
site satellite-based VSAT network for the largest cosmetics
chain in Brazil, O Boticario Comercial Farmaceutica Ltda.(O
Boticario).

The remote sites are being deployed throughout O Boticario
stores, including various locations in airports, supermarkets
and shopping centers throughout Brazil. One thousand sites have
already been implemented, with the remaining to be installed in
the first half of 2006.

As part of a consortium with Embratel, StarOne is responsible
for the implementation of a Multi-Service Communication System
that will handle the communication needs of retail stores
throughout the country. In order to meet this demand, Gilat has
been chosen to provide a variety of applications supported by
VSATs, including credit card authorization, Internet access,
voice over IP, video, audio and IP multicast used for distance
learning, music clips distribution, management presentations to
employees or product launch initiatives and advertisements.
Specifically, O Boticario will utilize the multicasting
capability to ensure that the same source of information and the
same exact message is delivered to store employees.

StarOne's Broadband Director, Ricardo Cruz, said, "We are
pleased to continue in our long lasting relationship with Gilat
and work together with the Company towards another satellite
network based project. We have chosen Gilat due to our previous
experience with its leading technology, its ability to offer our
customers an efficient use of space segment and the advantage of
providing a speedy implementation schedule."

Russell Ribeiro, General Manager of Gilat do Brazil, said, "This
agreement is further proof of our ongoing commitment to helping
Embratel and StarOne offer the most advanced VSAT technology and
applications to their customers. After working with Embratel to
deploy thousands of VSATs throughout Brazil, this contract
demonstrates our ability to fulfill the diverse networking
requirements of their most demanding enterprise customers."

Ribeiro added, "It is gratifying to see our concept of VSAT
networking put into practice -- where one platform is used to
accommodate a wide range of services with low cost of ownership.
We are dedicated to using our significant local-office resources
to ensure that this project meets O Boticario's high
expectations in attending to all its stores throughout the
country, serving thousands of people daily."

The Company also announced the approval of all resolutions
brought before the shareholders at its Special General Meeting
held on December 27, 2005. In addition, the Company's Chairman
of the Board and Chief Executive Officer, Amiram Levinberg, will
be presenting at the Needham Growth Conference in New York on
Thursday, January 12, 2006.

About Gilat Satellite Networks Ltd.

Gilat Satellite Networks Ltd. (Nasdaq:GILTF) is a leading
provider of products and services for satellite-based
communications networks. The Company operates under two business
units: (i) Gilat Network Systems ("GNS"), which is a provider of
network systems and associated professional services to service
providers and operators and (ii) Spacenet, which provides in
North America, managed services for businesses and governments
through its Connexstar service brand, for consumers through its
StarBand service brand and offers rural telephony and internet
access solutions to remote areas mainly in Latin America via
Spacenet Rural Communications.

Gilat (www.gilat.com) was founded in 1987 and has shipped over
550,000 Very Small Aperture Terminals (VSATs) to more than 85
countries across six continents. Gilat's headquarters is located
in Petah Tikva, Israel. The Company has 14 local offices and 3
service facilities worldwide. Gilat markets the SkyEdge (TM)
Product Family which includes the SkyEdge(TM) Pro, SkyEdge(TM)
IP, SkyEdge(TM) Call, SkyEdge(TM) DVB-RCS and SkyEdge(TM)
Gateway. In addition, the Company markets numerous other legacy
products.

About StarOne

StarOne (www.starone.com.br) is the largest satellite solutions
company in Latin America. Created in November 2000, StarOne is
the result of a partnership between Embratel (Telmex Group),
holding an 80 percent share and SES Global, the largest
satellite company in the world, carrying a 20 percent share. In
only four years of operation, StarOne recorded sales for 2004 of
R$404.8 million and net profits of R$197.7 million.

About O Boticario

O Boticario began its operations in 1977 with a small pharmacy
store. Since this time, O Boticario has become the first
Brazilian Company to implement a store franchising system.
Today, the Company employs more than 10,000 people within its
major franchise operation in Brazil and has revenues of over
US$720M in 2004.

O Boticario has also expanded its borders with its first
international store built in 1985 in Lisbon. Today, the Company
owns Portugal's largest franchising network with 69 stores. This
network has also expanded to countries such as Paraguay, Peru,
and Bolivia, in addition to 399 points of sale sites scattered
throughout Japan.

CONTACT:  Gilat Satellite Networks Ltd.
          Media Contact: Shira Gafni, (Director of Marketing)
          Tel: +972 3 925 2408
          E-mail: shirag@gilat.com

          Investor Contact:
          Tal Payne, Chief Financial Officer
          Tel: +972 3 925 2266
          E-mail: talp@gilat.com


GERDAU: Concludes Acquisition of Corporacion Sidenor
----------------------------------------------------
GERDAU S.A., in compliance with Regulation CVM (Brazilian
Security and Exchange Commission) # 358 of January 3, 2002,
announces to its shareholders and investors that its subsidiary
GERDAU HUNGRIA HOLDINGS LIMITED LIABILITY COMPANY completed on
this day, together with a company belonging to the Santander
Group and another formed by the main executives of the Sidenor
Group, the acquisition of all the capital stock of CORPORACION
SIDENOR, S.A., in Spain, as informed in the Relevant Fact
published on November 15th, 2005. The amount relative to the
Gerdau Hungria Holdings Limited Liability Company stake was paid
proportionally to its stake of 40% in the capital stock of
Corporacion Sidenor, S.A., and the corresponding shares
transferred.

With the conclusion of the mentioned acquisition, the buyers of
Corporación Sidenor, S.A., through Sidenor Internacional, S.L.,
will file in the next 30 days a request with the CVM for
authorization to make a public offering to acquire Acos Villares
S.A. shares due to the change of control, and with no intention
to delist, as per CVM Regulation 361/02.

CONTACT: Gerdau S.A.
         Shareholders Department
         Av. Farrapos 1811
         90220-005 Porto Alegre / RS - Brazil
         Phone: 55 (51) 3323-2211
         Fax: 55 (51) 3323-2281
         E-mail: acionistas@gerdau.com.br


JBS S.A.: Rated 'B+' by S&P
---------------------------
Standard & Poor's Rating Services said Tuesday that it assigned
its 'B+' local and foreign currency corporate credit ratings to
Brazil-based meat producer JBS S.A. (JBS). The 'B+' rating was
also attributed to the Company's proposed $150 million
guaranteed senior unsecured long-term notes. The outlook on the
ratings is stable. The Company's total debt amounted to $634
million at September 2005.

The guaranteed notes issued by JBS will be irrevocably and
unconditionally guaranteed by Friboi Ltda., Agropecuaria Friboi
Ltda., J&F Participacoes Ltda., and JBS Agropecuaria Ltda.,
which jointly comprise the so-called Grupo Friboi. JBS also
directly controls Argentina-based meat processor Swift-Armour,
which was acquired in September 2005. Proceeds from the issuance
will be mostly used for the repayment of short-term debt
maturities, with resources also applied for capital expenditures
and general corporate purposes.

"The ratings on JBS reflect the fact that it operates in the
competitive global fresh and processed meat markets, with
relevant exposure to risks of sanitary and trade restrictions.
JBS also retains a highly leveraged capital structure and an
aggressive growth strategy," said Standard & Poor's credit
analyst Tamara Berenholc. "These negative factors are tempered
by JBS' leading position in the Brazilian beef industry and
strong global competitive position, which is supported by a low
cost position compared to its international peers," she added.

The stable outlook on the ratings reflects our expectations that
JBS will maintain its leading position in the Brazilian beef
sector and a satisfactory balance of exports and domestic sales
to mitigate the risks associated with its operations, with
export volumes supported by the strong long-term fundamentals of
the global beef industry, especially for low-cost Brazilian
producers.

With net sales of $1.3 billion in the 12 months ended September
2005, JBS holds a leadership position in the Brazilian beef
industry, with about 50% of its sales obtained from exports. The
company's main product portfolio comprises fresh meat cuts,
premium cuts, organic beef cuts, and processed food products
such as corned beef, cooked frozen beef, beef extracts, and
pastes.

In addition, JBS uses meat-processing by-products to support
related operations in leather and hygiene and cleaning (soaps,
detergents, disinfectants, and fabric conditioners--using bovine
fat as a major production input).

Primary Credit Analyst: Tamara Berenholc, Sao Paulo
(55) 11-5501-8950; tamara_berenholc@standardandpoors.com

Secondary Credit Analyst: Jean-Pierre Cote Gil, Sao Paulo
(55)-11-5501-8949; jp_gil@standardandpoors.com


TELEMAR: Grodetzky Leaves CFO Post
----------------------------------
Tele Norte Leste Participacoes S.A. (NYSE: TNE) announced that
Mr. Marcos Grodetzky, its Chief Financial Officer and Investor
Relations Officer, would be leaving the Company for personal
reasons. The Company's CEO, Mr. Ronaldo Iabrudi, will
temporarily assume those functions until a new CFO is appointed.

Mr. Grodetzky will continue as CFO through January 31, 2006. He
has been working for Telemar for four years and has acted as CFO
and Investor Relations Officer for approximately three years.

CONTACT:  Telemar/Tele Norte Leste Participacoes S.A.
          Investor Relations
          Roberto Terziani
          E-mail: invest@telemar.com.br
          Phone: 55 21 3131 1208
                      Or
          Carlos Lacerda
          E-mail: carlosl@telemar.com.br
          Phone: 55 21 3131 1314

          The Global Consulting Group
          Kevin Kirkeby
          E-mail: kkirkeby@hfgcg.com
          Phone: 1-646-284-9416
          Fax: 1-646-284-9494


* BRAZIL: Fitch to Rate Global Bond Due 2037 'BB-'
--------------------------------------------------
Fitch Ratings has assigned a prospective 'BB-' rating with a
Positive Outlook to Brazil's soon-to-be-issued Global U.S.
dollar bond due in 2037. Brazil's sovereign ratings and Positive
Outlook reflect the favorable trends in the country's balance of
payments and external debt dynamics, as well as substantial
progress in moderating inflationary pressures, holding out the
prospect of lower real interest rates. Fitch revised Brazil's
Outlook to Positive from Stable on Oct. 11, 2005 in recognition
of the fact that the turmoil in Brazilian politics that began in
mid-2005 had not compromised the country's commitment to sound
macro policy settings.

Exports were up 22.6% in 2005, totaling US$118.3 billion, after
rising 32% the year before, compared with a 17.1% increase in
imports in 2005 to US$73.5 billion, for a record US$44.8 billion
trade surplus. The current account surplus is estimated at over
US$16 billion in 2005 (or 2% of GDP), Brazil's best current
account performance in over 10 years.

Net external debt (NXD) to current external receipts (CXR), a
key external solvency indicator monitored by Fitch, is expected
to have fallen below 95% by year-end 2005, down from 128% in
2004 and a high of 308% in 1999. Still, Brazil's ratio compares
unfavorably with the 'BB' median of 45.1%, though Brazil's NXD-
relative GDP compares favorably against peers.

Even so, Fitch warns that Brazil's public debt burden remains
high and of short duration and remains a constraint on the
country's sovereign ratings. This is in spite of the
government's outperformance of its primary budget surplus
targets in recent years. Central to reducing the public debt and
firmly anchoring public finances on a sustainable path is a
reduction in real interest rates, which remain very high by
international standards and impose large fiscal costs. In
Fitch's opinion, establishing a consistent track record on
appropriate monetary policy actions to meet the central bank's
stated inflation target, including in the run-up to the
presidential elections, would further enhance the credibility of
the macroeconomic policy framework. This would support a
sustained reduction in inflation expectations and real interest
rates that would be beneficial both for growth and public
finances. Likewise, central bank autonomy reform would underpin
monetary policy credibility and therefore lower real rates.

Factors that could trigger an upgrade of Brazil's sovereign
ratings include: continued strong export and balance of payments
performance, even under less favorable market conditions; a fall
in real interest rates underpinning sustained GDP growth rates
of at least 3.5% per year; governability, reflected above all in
fiscal restraint, maintained in spite of the corruption
investigations and the 2006 elections; and finally, greater
certainty about the continuity of macro policies in the incoming
administration.

CONTACT:  Fitch Ratings, New York
          Roger M. Scher
          Tel: 212-908-0240

          Morgan Harting
          212-908-0820

          Media Relations:
          Christopher Kimble
          Tel: 212-908-0226


* BRAZIL: IMF Notes Country's Continued Progress
------------------------------------------------
International Monetary Fund (IMF) Managing Director Rodrigo de
Rato visited stated during his visit in Brazil that the
country's economy has continued to make remarkable progress.

Mr. de Rato stated on Tuesday:

"It is a great pleasure for me to visit Brazil once again, this
time to mark the occasion of Brazil's early repayment of its
financial obligations to the Fund. I was privileged to meet
today (Tuesday) President Luiz Inacio Lula da Silva. I also had
the opportunity to meet Minister of Finance Antonio Palocci,
Central Bank President Henrique Meirelles, and other senior
officials. I particularly appreciated the President's hosting an
event that brought together senior members of the government,
members of Congress, and leaders of the business community, to
mark Brazil's early repayment.

"Since my last visit in September 2004, the Brazilian economy
has continued to make remarkable progress. The government's firm
adherence to prudent macroeconomic policies has laid the basis
for a sustained recovery in growth and employment, a steady
reduction in inflation, and good progress in reducing poverty
and inequality. Brazil has also seized the opportunity provided
by favorable global conditions to expand trade, boost
international reserves, and lower its external debt, thus
consolidating market confidence in the economy. It is against
this favorable background that, last month, the government
repaid its outstanding financial obligations to the Fund
amounting to SDR 10.79 billion (about US$15.5 billion), and
announced plans to settle early this year its obligations to the
Paris Club. We very much welcome these decisions, which reaffirm
the growing strengthening of Brazil's economic and financial
position.

"My discussions with President Lula focused on the challenges
that lie ahead for Brazil. I share the President's view that the
prospects for continued economic growth and poverty alleviation
are now better than they have been for many years. We agreed
that maintaining sound policies and moving further ahead with
structural reforms would be essential to strengthen Brazil's
resilience to adverse shocks, to realize its formidable growth
potential, and to further improve living standards. President
Lula and I also agreed that no effort should be spared in
ensuring that the government's social programs, such as Bolsa
Familia, that have been instrumental in reducing poverty in
Brazil, continue to assist the least advantaged in benefiting
from macroeconomic stability and growth.

"This visit to Brazil shows the close relations between Brazil
and the IMF. Although Brazil is no longer a borrower from the
IMF, the Fund will continue to play an important role as
adviser, and exchange views with Brazil on global economic
issues, where Brazil plays an important role. We in the Fund
look forward to continuing to support the Brazilian government's
commitment to economic progress and its reform efforts in
whatever way we can."

CONTACT:  International Monetary Fund - IMF
          External Relations Department
          Public Affairs
          Phone: 202-623-7300
          Fax: 202-623-6278

          Media Relations
          Phone: 202-623-7100
          Fax: 202-623-6772



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

AJAX MANE: Final General Meeting to be Held Jan. 26
---------------------------------------------------
                    AJAX MANE LTD.
               (In Voluntary Liquidation)
           The Companies Law (2004 Revision)
                      Section 145

NOTICE is hereby given pursuant to Section 145 of the Companies
Law that the final general meeting of the above-named company
will be held at the offices of Maples Finance Limited,
Queensgate House, George Town, Grand Cayman, Cayman Islands, on
26 January 2006, for the purpose of presenting to the members an
account of the winding up of the company and giving any
explanation thereof.

CONTACT:  CARRIE BUNTON and RICHARD GORDON
          Joint Voluntary Liquidator
          Maples Finance Limited, P.O. Box 1093GT
          Grand Cayman, Cayman Islands


ARGENTORUM INVESTMENTS: To Present to Members Wind Up Accounts
--------------------------------------------------------------
                 ARGENTORUM INVESTMENTS LTD.
                 (In Voluntary Liquidation)
              The Companies Law (2004 Revision)

NOTICE is hereby given pursuant to Section 145 of the Companies
Law (2004 Revision) that the extraordinary final general meeting
of the above named company will be held at the offices of
Cititrust (Cayman) Limited, CIBC Financial Centre, George Town,
Grand Cayman on the 30th January 2006, for the purpose of
presenting to the members an account of the winding up of the
company and giving any explanation thereof.

CONTACT:  BUCHANAN LIMITED
          Voluntary Liquidator
          P.O. Box 1170
          George Town, Grand Cayman


AS LEVERAGE: To Hold Final General Meeting Jan. 28
--------------------------------------------------
                AS LEVERAGE ONE HOLDINGS
               (In Voluntary Liquidation)
                    The Companies Law
                        Section 145

NOTICE is hereby given pursuant to Section 145 of the Companies
Law that the final general meeting of the above-named company
will be held at the offices of Maples Finance Jersey Limited,
2nd Floor, Le Masurier House, La Rue Le Masurier, St. Helier,
Jersey JE2 4YE, on 28th January 2006, for the purpose of
presenting to the members an account of the winding up of the
company and giving any explanation thereof.

CONTACT:  MARK WANLESS and TUN WIN
          Joint Voluntary Liquidators
          c/o Maples Finance Jersey Limited
          2nd Floor, Le Masurier House
          La Rue Le Masurier, St. Helier, Jersey JE2 4YE


CANADA ZERO: Members to Hear Wind Up Account Feb. 9
---------------------------------------------------
                      CANADA ZERO 2005
                (In Voluntary Liquidation)
             The Companies Law (2004 Revision)
                         Section 145

NOTICE is hereby given pursuant to Section 145 of the Companies
Law that the final general meeting of the above-named company
will be held at the offices of Maples Finance Limited,
Queensgate House, George Town, Grand Cayman, Cayman Islands, on
9th February 2006, for the purpose of presenting to the members
an account of the winding up of the company and giving any
explanation thereof.

CONTACT:  GUY MAJOR
          Joint Voluntary Liquidator
          Maples Finance Limited, P.O. Box 1093GT
          Grand Cayman, Cayman Islands


CASCADE SVP: To Explain Wind Up Process to Members Jan. 28
----------------------------------------------------------
                CASCADE SVP (CAYMAN) CO. LTD.
                 (In Voluntary Liquidation)
                     The Companies Law
                         Section 145

NOTICE is hereby given pursuant to Section 145 of the Companies
Law that the final general meeting of the above-named company
will be held at the offices of Maples Finance Jersey Limited,
2nd Floor, Le Masurier House, La Rue Le Masurier, St. Helier,
Jersey JE2 4YE, on 28th January 2006, for the purpose of
presenting to the members an account of the winding up of the
company and giving any explanation thereof.

CONTACT:  MARK WANLESS and TUN WIN
          Joint Voluntary Liquidators
          c/o Maples Finance Jersey Limited
          2nd Floor, Le Masurier House
          La Rue Le Masurier, St. Helier, Jersey JE2 4YE


CHANNEL CDO: Members to Hear Wind Up Accounts Feb. 9
----------------------------------------------------
                  CHANNEL CDO, LIMITED
                (In Voluntary Liquidation)
             The Companies Law (2004 Revision)
                      Section 145

NOTICE is hereby given pursuant to Section 145 of the Companies
Law that the final general meeting of the above-named company
will be held at the offices of Maples Finance Limited,
Queensgate House, George Town, Grand Cayman, Cayman Islands, on
9th February 2006, for the purpose of presenting to the members
an account of the winding up of the company and giving any
explanation thereof.

CONTACT:  WENDY EBANKS
          Joint Voluntary Liquidator
          Maples Finance Limited, P.O. Box 1093GT
          Grand Cayman, Cayman Islands


CLT 2005-1: To Explain Wind Up Process to Members Jan. 26
---------------------------------------------------------
                  CLT 2005-1 HOLDINGS LTD
                 (In Voluntary Liquidation)
             The Companies Law (2004 Revision)
                          Section 145

NOTICE is hereby given pursuant to Section 145 of the Companies
Law that the final general meeting of the above-named company
will be held at the offices of Maples Finance Limited,
Queensgate House, George Town, Grand Cayman, Cayman Islands, on
26th January 2006, for the purpose of presenting to the members
an account of the winding up of the company and giving any
explanation thereof.

CONTACT:  MURRAY MCGREGOR and RICHARD GORDON
          Joint Voluntary Liquidators
          Maples Finance Limited, P.O. Box 1093GT
          Grand Cayman, Cayman Islands


CONCHA LIMITED: Sets Extraordinary Final Meeting for Feb. 15
------------------------------------------------------------
                     CONCHA LIMITED
               (In Voluntary Liquidation)
           The Companies Law (2004 Revision)

Notice is hereby given pursuant to section 145 of the Companies
Law (2004 Revision) that the extraordinary final meeting of the
above-named company will be held on 15th February 2006, at
Caledonian House, 69 Dr. Roy's Drive, George Town, Grand Cayman,
Cayman Islands, for the purpose of presenting to the members an
account of the winding up of the company and giving any
explanation thereof.

CONTACT:  GRIFFIN MANAGEMENT LIMITED, Liquidator
          Caledonian Bank & Trust Limited
          Caledonian House
          PO Box 1043GT
          Grand Cayman, Cayman Islands


COURT AND CORE: To Present to Members Wind Up Accounts Jan. 28
--------------------------------------------------------------
                COURT AND CORE HOLDING INC.
                (In Voluntary Liquidation)
                    The Companies Law
                        Section 145

NOTICE is hereby given pursuant to Section 145 of the Companies
Law that the final general meeting of the above-named company
will be held at the offices of Maples Finance Jersey Limited,
2nd Floor, Le Masurier House, La Rue Le Masurier, St. Helier,
Jersey JE2 4YE, on 28th January 2006, for the purpose of
presenting to the members an account of the winding up of the
company and giving any explanation thereof.

CONTACT:  MARK WANLESS and TUN WIN
          Joint Voluntary Liquidators
          c/o Maples Finance Jersey Limited
          2nd Floor, Le Masurier House
          La Rue Le Masurier, St. Helier, Jersey JE2 4YE


CREDIT FRONTIER: To Explain Wind Up Process to Members Jan. 28
--------------------------------------------------------------
                   CREDIT FRONTIER I
              (In Voluntary Liquidation)
                  The Companies Law
                       Section 145

NOTICE is hereby given pursuant to Section 145 of the Companies
Law that the final general meeting of the above-named company
will be held at the offices of Maples Finance Jersey
Limited, 2nd Floor, Le Masurier House, La Rue Le Masurier, St.
Helier, Jersey JE2 4YE, on 28th January 2006, for the purpose of
presenting to the members an account of the winding up of the
company and giving any explanation thereof.

CONTACT:  MARK WANLESS and TUN WIN
          Joint Voluntary Liquidators
          c/o Maples Finance Jersey Limited
          2nd Floor, Le Masurier House
          La Rue Le Masurier, St. Helier, Jersey JE2 4YE


DUPLEX THIRD: Final Meeting Scheduled for Jan. 26
-------------------------------------------------
                          Duplex Third
                   (In Voluntary Liquidation)
                The Companies Law (2004 Revision)
                           Section 145

NOTICE is hereby given pursuant to Section 145 of the Companies
Law that the final general meeting of Duplex Third will be held
at the offices of Maples Finance Limited, Queensgate House,
George Town, Grand Cayman, Cayman Islands, on January 26, 2006,
for the purpose of presenting to the members an account of the
winding up of the Company and giving any explanation thereof.

CONTACT:  Ms. Phillipa White and Mr. Richard Gordon
          Joint Voluntary Liquidators
          Maples Finance Limited, P.O. Box 1093GT
          Grand Cayman, Cayman Islands


EMINENT FUNDING: Liquidation to be Explained to Members Jan. 28
---------------------------------------------------------------
                    Eminent Funding I, Ltd.
                   (In Voluntary Liquidation)
                The Companies Law (2004 Revision)
                          Section 145

NOTICE is hereby given pursuant to Section 145 of the Companies
Law that the final general meeting of Eminent Funding I, Ltd.
will be held at the offices of Maples Finance Limited,
Queensgate House, George Town, Grand Cayman, Cayman Islands, on
January 28, 2006, for the purpose of presenting to the members
an account of the winding up of the Company and giving any
explanation thereof.

CONTACT:  Messrs. Guy Major and Richard Gordon
          Joint Voluntary Liquidators
          Maples Finance Limited, P.O. Box 1093GT
          Grand Cayman, Cayman Islands


ENDEAVOUR ENERGY: Wind Up Process to be Presented Jan. 27
---------------------------------------------------------
              Endeavour Energy International, Inc.
                   (In Voluntary Winding Up)
               The Companies Law (2004 Revision)
                          Section 145

NOTICE is hereby given pursuant to Section 145 of the Companies
Law that the final general meeting of Endeavour Energy
International, Inc. will be held at the offices of Endeavour
International Corporation in Houston, Texas, on January 27, 2006
for the purpose of presenting to the members an account of the
winding up of the Company and giving any explanation thereof.

CONTACT:  Mr. William L. Transier, Voluntary Liquidator
          c/o Maples and Calder, Attorneys-at-law
          P.O. Box 309GT, Ugland House
          South Church Street, George Town
          Grand Cayman, Cayman Islands


ENHANCED MORTGAGE-BACKED: Liquidation to be Explained Feb. 9
------------------------------------------------------------
       Enhanced Mortgage-Backed Securities Fund II Limited
                  (In Voluntary Liquidation)
               The Companies Law (2004 Revision)
                         Section 145

NOTICE is hereby given pursuant to Section 145 of the Companies
Law that the final general meeting of Enhanced Mortgage-Backed
Securities Fund II Limited will be held at the offices of Maples
Finance Limited, Queensgate House, George Town, Grand Cayman,
Cayman Islands, on February 9, 2006, for the purpose of
presenting to the members an account of the winding up of the
Company and giving any explanation thereof.

CONTACT:  Mr. Steven O'Connor, Joint Voluntary Liquidator
          Maples Finance Limited, P.O. Box 1093GT
          Grand Cayman, Cayman Islands


FUJIMI CORPORATION: To Show Wind Up Process Jan. 28
---------------------------------------------------
                        Fujimi Corporation
                    (In Voluntary Liquidation)
                        The Companies Law
                            Section 145

NOTICE is hereby given pursuant to Section 145 of the Companies
Law that the final general meeting of Fujimi Corporation will be
held at the offices of Maples Finance Jersey Limited, 2nd Floor,
Le Masurier House, La Rue Le Masurier, St. Helier, Jersey JE2
4YE, on January 28, 2006, for the purpose of presenting to the
members an account of the winding up of the Company and giving
any explanation thereof.

CONTACT:  Mark Wanless and Tun Win
          Joint Voluntary Liquidators
          c/o Maples Finance Jersey Limited
          2nd Floor, Le Masurier House
          La Rue Le Masurier, St. Helier, Jersey JE2 4YE


GT TMK: Final Meeting Set for Jan. 28
-------------------------------------
                    GT TMK Holdings Limited
                   (In Voluntary Liquidation)
                       The Companies Law
                          Section 145

NOTICE is hereby given pursuant to Section 145 of the Companies
Law that the final general meeting of GT TMK Holdings Limited
will be held at the offices of Maples Finance Jersey Limited,
2nd Floor, Le Masurier House, La Rue Le Masurier, St. Helier,
Jersey JE2 4YE, on January 28, 2006, for the purpose of
presenting to the members an account of the winding up of the
Company and giving any explanation thereof.

CONTACT:  Mark Wanless and Tun Win
          Joint Voluntary Liquidators
          c/o Maples Finance Jersey Limited
          2nd Floor, Le Masurier House
          La Rue Le Masurier, St. Helier, Jersey JE2 4YE

HAMERSLEY INVESTMENTS: Sets Final Meeting for Jan. 30
-----------------------------------------------------
                 Hamersley Investments Limited
                   (In Voluntary Liquidation)
                The Companies Law (2004 Revision)

NOTICE is hereby given pursuant to Section 145 of the Companies
Law (2004 Revision) that the extraordinary final general meeting
of Hamersley Investments Limited will be held at the offices of
Cititrust (Cayman) Limited, CIBC Financial Centre, George Town,
Grand Cayman on January 30, 2006, for the purpose of presenting
to the members an account of the winding up of the Company and
giving any explanation thereof.

CONTACT:  Buchanan Limited, Voluntary Liquidator
          P.O. Box 1170
          George Town, Grand Cayman


INTERNATIONAL FOODS: To Give Explanation on Wind Up Jan. 28
-----------------------------------------------------------
             International Foods Research Co., Ltd.
                  (In Voluntary Liquidation)
               The Companies Law (2004 Revision)
                         Section 145

NOTICE is hereby given pursuant to Section 145 of the Companies
Law that the final general meeting of International Foods
Research Co., Ltd. will be held at the offices of Maples Finance
Limited, Queensgate House, George Town, Grand Cayman, Cayman
Islands, on January 28, 2006, for the purpose of presenting to
the members an account of the winding up of the company and
giving any explanation thereof.

CONTACT:  Messrs. Johann Leroux and Jon Roney
          Joint Voluntary Liquidators
          Maples Finance Limited, P.O. Box 1093GT
          Grand Cayman, Cayman Islands


IST DEVELOPMENT: To Lay Accounts on Liquidation Jan. 28
-------------------------------------------------------
                 IST Development Cayman Limited
                   (In Voluntary Liquidation)
                       The Companies Law
                          Section 145

NOTICE is hereby given pursuant to Section 145 of the Companies
Law that the final general meeting of IST Development Cayman
Limited will be held at the offices of Maples Finance Jersey
Limited, 2nd Floor, Le Masurier House, La Rue Le Masurier, St.
Helier, Jersey JE2 4YE, on January 28, 2006, for the purpose of
presenting to the members an account of the winding up of the
Company and giving any explanation thereof.

CONTACT:  Mark Wanless and Tun Win
          Joint Voluntary Liquidators
          c/o Maples Finance Jersey Limited
          2nd Floor, Le Masurier House
          La Rue Le Masurier, St. Helier, Jersey JE2 4YE


LIONHEARTED 2002: To Give Account on Wind Up to Members Jan. 28
---------------------------------------------------------------
                    Lionhearted 2002 Limited
                   (In Voluntary Liquidation)
                       The Companies Law
                          Section 145

NOTICE is hereby given pursuant to Section 145 of the Companies
Law that the final general meeting of Lionhearted 2002 Limited
will be held at the offices of Maples Finance Jersey Limited,
2nd Floor, Le Masurier House, La Rue Le Masurier, St. Helier,
Jersey JE2 4YE, on January 28, 2006, for the purpose of
presenting to the members an account of the winding up of the
Company and giving any explanation thereof.

CONTACT:  Mark Wanless and Tun Win
          Joint Voluntary Liquidators
          c/o Maples Finance Jersey Limited
          2nd Floor, Le Masurier House
          La Rue Le Masurier, St. Helier, Jersey JE2 4YE


MASTERPIECE HOLDINGS: Schedules Final Meeting for Jan. 30
---------------------------------------------------------
                  Masterpiece Holdings Limited
                   (In Voluntary Liquidation)
                The Companies Law (2004 Revision)

NOTICE is hereby given pursuant to Section 145 of the Companies
Law (2004 Revision) that the extraordinary final general meeting
of Masterpiece Holdings Limited will be held at the offices of
Cititrust (Cayman) Limited, CIBC Financial Centre, George Town,
Grand Cayman on January 30, 2006, for the purpose of presenting
to the members an account of the winding up of the Company and
giving any explanation thereof.

CONTACT:  Buchanan Limited, Voluntary Liquidator
          P.O. Box 1170, George Town, Grand Cayman


MILKY WAY: To Hold Final Meeting Jan. 28
----------------------------------------
                   Milky Way Properties Corp.
                   (In Voluntary Liquidation)
                       The Companies Law
                          Section 145

NOTICE is hereby given pursuant to Section 145 of the Companies
Law that the final general meeting of Milky Way Properties Corp.
will be held at the offices of Maples Finance Jersey Limited,
2nd Floor, Le Masurier House, La Rue Le Masurier, St. Helier,
Jersey JE2 4YE, on January 28, 2006, for the purpose of
presenting to the members an account of the winding up of the
Company and giving any explanation thereof.

CONTACT:  Mark Wanless and Tun Win
          Joint Voluntary Liquidators
          c/o Maples Finance Jersey Limited
          2nd Floor, Le Masurier House
          La Rue Le Masurier, St. Helier, Jersey JE2 4YE


MILLION STONE: To Show Manner of Liquidation to Members Jan. 28
---------------------------------------------------------------
                     Million Stone Limited
                   (In Voluntary Liquidation)
                       The Companies Law
                          Section 145

NOTICE is hereby given pursuant to Section 145 of the Companies
Law that the final general meeting of Million Stone Limited will
be held at the offices of Maples Finance Jersey Limited, 2nd
Floor, Le Masurier House, La Rue Le Masurier, St. Helier, Jersey
JE2 4YE, on January 28, 2006, for the purpose of presenting to
the members an account of the winding up of the Company and
giving any explanation thereof.

CONTACT:  Mark Wanless and Tun Win
          Joint Voluntary Liquidators
          c/o Maples Finance Jersey Limited
          2nd Floor, Le Masurier House
          La Rue Le Masurier, St. Helier, Jersey JE2 4YE


NAKAGAWA ESTATE: To Explain Wind Up Process to Members Jan. 28
--------------------------------------------------------------
               Nakagawa Estate Development Co. Ltd.
                   (In Voluntary Liquidation)
                       The Companies Law
                          Section 145

NOTICE is hereby given pursuant to Section 145 of the Companies
Law that the final general meeting of Nakagawa Estate
Development Co. Ltd. will be held at the offices of Maples
Finance Jersey Limited, 2nd Floor, Le Masurier House, La Rue Le
Masurier, St. Helier, Jersey JE2 4YE, on January 28, 2006, for
the purpose of presenting to the members an account of the
winding up of the Company and giving any explanation thereof.

CONTACT:  Mark Wanless and Tun Win
          Joint Voluntary Liquidators
          c/o Maples Finance Jersey Limited
          2nd Floor, Le Masurier House
          La Rue Le Masurier, St. Helier, Jersey JE2 4YE


NOVO MUNDO: To Present Account on Wind Up to Members Jan. 30
------------------------------------------------------------
                      Novo Mundo Limited
                  (In Voluntary Liquidation)
               The Companies Law (2004 Revision)

NOTICE is hereby given pursuant to Section 145 of the Companies
Law (2004 Revision) that the extraordinary final general meeting
of Novo Mundo Limited will be held at the offices of Cititrust
(Cayman) Limited, CIBC Financial Centre, George Town, Grand
Cayman on January 30, 2006, for the purpose of presenting to the
members an account of the winding up of the Company and giving
any explanation thereof.

CONTACT:  Buchanan Limited, Voluntary Liquidator
          P.O. Box 1170
          George Town, Grand Cayman


PREPO HOLDINGS: Shareholder to Hear on Wind Up Process Jan. 28
--------------------------------------------------------------
                      Prepo Holdings Inc.
                  (In Voluntary Liquidation)
               The Companies Law (2004 Revision)

Pursuant to section 145 of the Companies Law (2004 Revision),
the final meeting of the sole shareholder of Prepo Holdings Inc.
will be held at the offices of Ogier, Attorneys, Queensgate
House, South Church Street, Grand Cayman, on January 28, 2006 at
10:00 a.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 to
the date of the final winding-up on January 28, 2006.

2. To authorize the liquidator of the company 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:  Ogier
          On Behalf of Liquidator
          Giorgio Subiotto
          Telephone: (345) 949 9876
          Facsimile: (345) 949 1986


SOLEIL ASSET: To Lay Accounts on Liquidation Jan. 30
----------------------------------------------------
                Soleil Asset Securitization Ltd
                  (In Voluntary Liquidation)
               The Companies Law (2004 Revision)

Pursuant to Section 145 of the Companies Law (2004 Revision),
the extraordinary final meeting of the shareholder of Soleil
Asset Securitization Ltd will be held at the offices of HSBC
Financial Services (Cayman) Limited, P.O. Box 1109, George Town,
Grand Cayman, Cayman Islands, on January 30, 2006, at 12:00 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 the final winding up on January 30, 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 creditor.

CONTACT:  Ms. Cereita Lawrence and Ms. Kareen Watler
          Joint Voluntary Liquidators
          P.O. Box 1109GT, Grand Cayman
          Telephone: (345) 949-7755
          Facsimile: (345) 949-7634


WHARF INVESTMENTS: Account on Wind Up to be Presented Jan. 27
-------------------------------------------------------------
                    Wharf Investments Limited
                    (In Voluntary Liquidation)
                 The Companies Law (2003 Revision)

Pursuant to section 145 of the Companies Law (2004 Revision),
the final general meeting of the shareholders of Wharf
Investments Limited will be held at the offices of Deloitte,
Fourth Floor, Citrus Grove, P.O. Box 1787, George Town, Grand
Cayman on January 27, 2006 at 11:00 a.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 to
the date of the final winding up on January 27, 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 creditor.

CONTACT:  Mr. Stuart Sybersma, Joint Voluntary Liquidator
          Joshua Taylor, Deloitte & Touche
          P.O. Box 1787 GT, Grand Cayman
          Cayman Islands
          Telephone: (345) 949-7500
          Facsimile: (345) 949-8258



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

BALLY TOTAL: Pardus Group Files Amendment Number 13
---------------------------------------------------
Pardus European Special Opportunities Master Fund L.P. (the
Fund), Pardus Capital Management LLC (PCM LLC) and PCM LLC sole
member Karim Samii filed on January 10, 2006 Amendment Number 13
(the Amendment) to the Schedule 13D (as amended, the Schedule
13D) originally filed by PCM with the Securities and Exchange
Commission on September 6, 2005. The Amendment amends the
previously filed Item 4 disclosure in the Schedule 13D by adding
the following:

"On or about January 10, 2006, the Fund sent a letter to the
Company's stockholders urging them to support the Fund's
nominees for election to the Company's board of directors and to
vote according to the Fund's recommendation on a number of other
proposals in connection with the 2005 annual meeting of
stockholders to be held on January 26, 2006. A copy of the
January 10, 2006 letter to stockholders has been attached hereto
as Exhibit 13.

Except as otherwise described in this Item 4 of this Schedule
13D, as amended, the acquisition of the Shares by the Fund is
for investment purposes on behalf of the Fund."

On or about January 10, 2006, the Fund delivered a letter to
stockholders of Bally Total Fitness Holding Corporation (the
"Company") urging them to support the Fund's nominees for
election to the Company's board of directors and to vote
according to the Fund's recommendation on a number of other
proposals in connection with the 2005 annual meeting of
stockholders to be held on January 26, 2006. A copy of the
January 10, 2006 letter to stockholders is attached hereto as
Exhibit 1.

The Fund is the beneficial owner of 5,500,000 shares of the
common stock, par value $0.01 per share (the "Shares"), of the
Company, including 1000 shares of common stock owned of record
in the name of the Fund and 1000 shares of common stock owned of
record in the name Pardus Capital A/C Pardus European Special
Opportunities Master Fund L.P. PCM serves as the investment
manager of the Fund and possesses sole power to vote and direct
the disposition of all Shares held by the Fund. PCM LLC, as the
general partner of PCM, and Mr. Karim Samii, as the sole member
of PCM LLC, may be deemed to be the beneficial owners of all the
Shares held by the Fund; however, PCM LLC and Mr. Karim Samii
disclaim beneficial ownership of all the Shares held by the
Fund. Mr. Joseph R. Thornton, a portfolio manager of PCM, may
also earn fees and incentive allocations on account of the
Fund's investment in the Shares. Charles J. Burdick, Barry R.
Elson and Don R. Kornstein do not beneficially own any
securities of the Company and do not have any personal ownership
interest, direct or indirect, in any securities of the Company.
Mr. Burdick currently serves on the PCM Advisory Board, which
advises PCM and its affiliates from time to time with respect to
investment strategies, assessing business viability, sourcing
transactions and valuing potential investments. The PCM Advisory
Board members do not have any oversight responsibility or
discretion over the investments made by or on behalf of PCM and
its affiliates and the PCM Advisory Board members do not (except
to the extent publicly disclosed by the Fund) have any knowledge
of the investments held by PCM and its affiliates from time to
time. Mr. Burdick does not receive and is not entitled to any
compensation or remuneration for serving on the PCM Advisory
Board from the Fund or any of its affiliates. The PCM Advisory
Board members have the ability to invest up to an aggregate of
$10,000,000 in the Fund and certain of its affiliates. Mr.
Burdick does not have any investment interest in the Fund or any
of its affiliates.

The persons filing this Schedule 14A are PCM, the Fund, PCM LLC
and Messrs. Samii, Thornton, Burdick, Elson and Kornstein
(collectively, the "Reporting Persons"). Based on information
provided by the Company, as of December 20, 2005 there were
38,285,905 shares of the Company's common stock issued and
outstanding. Thus, the Fund and PCM are deemed to beneficially
own, and PCM LLC and Mr. Karim Samii may be deemed to
beneficially own, 5,500,000 Shares, or approximately 14.4% of
the shares of the Company's issued and outstanding common stock.

Security holders are advised to read the definitive proxy
statement filed with the Securities and Exchange Commission on
December 27, 2005 and other documents related to solicitation of
proxies by the reporting persons because they contain important
information. A definitive proxy statement and a form of proxy
have been mailed to stockholders of the Company and are
available at no charge at the securities and exchange
commission's website at http://www.sec.gov.Information relating
to the participants in a proxy solicitation is contained in this
schedule 14A and the schedule 13D filed by PCM with the
securities and exchange commission on September 6, 2005, as
amended by Amendment No. 1, dated September 6, 2005, Amendment
No. 2, dated September 6, 2005, Amendment No. 3, dated September
8, 2005, Amendment No. 4, dated September 15, 2005, Amendment
No. 5, dated September 23, 2005, Amendment No. 6, dated October
6, 2005, Amendment No. 7, dated October 17, 2005, Amendment No.
8, dated October 24, 2005, Amendment No. 9, dated November 17,
2005, Amendment No. 10, dated November 23, 2005, Amendment No.
11, dated December 8, 2005, Amendment No. 12, dated December 29,
2005 and Amendment No. 13, dated January 10, 2006, filed by the
fund, PCM, PCM LLC and Mr. Samii (as amended, the "Schedule
13D"), with respect to Bally Total Fitness Holding Corporation.
The schedule 13D is currently available at no charge on the
Securities and Exchange Commission's website at
http://www.sec.gov.

On January 10, 2006, the Fund wrote:

We own 5,500,000 shares of common stock of Bally Total Fitness
Holding Corporation (the "Company" or "Bally") and are Bally's
largest stockholder. You should have recently received our proxy
materials urging you to elect our candidates to the board of
directors at Bally, and to support our positions on various
other proposals at the 2005 annual meeting of stockholders on
January 26th. We believe that management has placed Bally's
stockholders at grave risk and we need your support to put
things right. OUR INTERESTS ARE ALIGNED WITH YOURS. Our program
for Bally is simple:

- Stop management from diluting your ownership and lining its
pockets at your expense.

- Restore proper corporate governance and oversight at Bally.

- Maximize stockholder value now.

As our proxy materials and other public filings indicate, we
have been extremely disappointed with the current board and
management team. We are deeply concerned for Bally's future. We
stockholders are the ones at risk. We believe management has
consistently exercised poor judgment and the board has
demonstrated equally poor oversight and direction. As
stockholders, we all deserve better. The time has come for a
change.

THE CURRENT BOARD AND MANAGEMENT TEAM HAVE CONSISTENTLY
DEMONSTRATED POOR JUDGMENT

Consider the following examples of how Bally's board and
management have exercised poor judgment:

- POOR JUDGMENT: MANAGEMENT'S THREATS TO TRIGGER THE POISON
PILL. On December 23, 2005, Bally's management threatened to
trigger the Company's poison pill, which could lead to massive
litigation, disrupt the ongoing sale process, threaten to
destroy all stockholder value and potentially render the Company
unable to refinance its debt. In short, triggering the pill
could lead to bankruptcy and a total loss of investment for all
stockholders. Yet, management knows it has no basis whatsoever
to trigger the pill. Do you want your management threatening to
use the poison pill - in effect threatening bankruptcy - to save
its own job? This reckless act demonstrates that management will
stop at nothing in its efforts to silence its largest
stockholder and prevent it from raising important issues of
corporate governance and seeking to maximize stockholder value.

- Unbelievably, we have been advised that late last evening
Bally's management has recklessly and baselessly sued Pardus as
well as its principals in their individual capacity, seeking to
trigger the poison pill and potentially unleash the destructive
consequences outlined above. We will communicate with our fellow
stockholders further as soon as we have an opportunity to review
the lawsuit, but we can imagine no other justification than
management's desire to further entrench itself.

- POOR JUDGMENT: MANAGEMENT'S STOCK SALES. Mr. Paul Toback, your
President, CEO and Chairman sold most of his holdings of Bally's
common stock THE DAY AFTER the earnings release and conference
call in which he trumpeted the size of his stake in the Company.
We estimate that Mr. Toback sold $2.9 million in those trades.
Why would Mr. Toback sell in light of his claim of good
operating results and the announcement of J.P. Morgan's
engagement to sell the Company, presumably at a premium? In our
view, Mr. Toback was confident that he could bully Pardus and
other stockholders into approving a new equity compensation
plan, thereby giving him and his minions 2.5 million newly
issued shares which would vest on a change of control and
provide them with undeserved windfall payments.

- POOR JUDGMENT: THREATENED DILUTION. As the largest stockholder
we oppose any dilutive transaction. In this respect, when we
started accumulating shares on July 11, 2005, the number of
shares outstanding was 34.1 million shares versus the 38.3
million outstanding today. As a result of what we believe was a
botched bondholder consent solicitation, management issued 2.5
million shares and paid $7.8 million in cash because it couldn't
keep its promises about delivering financials. Based on the
Company's current stock price, we estimate the total cost of
these consent solicitation payments at $25.3 million, not
counting further millions spent on lawyers and advisors. Since
March 2005, management received half a million additional shares
and options. Any further dilution is unacceptable. The proposed
new equity incentive package for management is unacceptable in
its current form, as it would leave open a blank check for the
issuance of another 2.5 million shares with NO assurance that
the board will place proper limits on equity grants or align
management incentives with those of stockholders. We have been
steadfast in our insistence that appropriate performance hurdles
accompany any grants of new equity to management. In our view,
this has been one of the main obstacles to a settlement between
Pardus and Bally's management.

- POOR JUDGMENT: ALIENATION OF INVESTMENT COMMUNITY. Mr. Toback
foolishly wasted the Company's first earnings call in 18 months
slamming another stockholder. We think that Mr. Toback has lost
all objectivity. We believe he has little credibility with
investors. Rather than focus on forward-looking, value-creating
opportunities, management chose to open old wounds and rehash
the past. We have lost confidence in his ability to lead the
Company, in the sale process or otherwise.

- POOR JUDGMENT: ASSET FIRE SALES. We believe management rushed
to sell Crunch at a discounted and undervalued deal price. The
Company agreed to sell Crunch for $45 million, which is half of
what the Company paid to acquire the fitness chain in 2001, at a
time when the Company could not provide potential buyers with
normal representations and warranties related to the asset. This
reflects either poor judgment about how the capital markets work
or, worse, a willingness to set a low price on a Company asset.
Given that the closing of the transaction would occur after the
Company released its financial results, why would management
rush to sell this asset so cheaply? Why has management not
optimized its real estate portfolio as opposed to selling
Crunch? With the possibility of a strategic transaction on the
horizon, what has management done to convince you that it won't
sell the entire Company on the cheap?

- POOR JUDGMENT: CRIPPLING THE STRATEGIC PROCESS. Management
conducted a shadow process to sell all or a substantial portion
of the Company BEFORE it completed its earnings restatement.
After the Crunch fire sale, management began letting select
private equity buyers conduct due diligence on Bally,
potentially leading to a cheap sale of the Company or a very
dilutive transaction. Management stopped this inappropriate
process only after we began to question it. We think management
was looking for a management-friendly partner to buy the Company
on the cheap and secure management's position with the Company -
at the expense of the Company's stockholders.

- POOR JUDGMENT: FAILING TO KEEP PROMISES. Management failed to
complete the restatement of financials within the first waiver
period obtained from the Company's bondholders. Management
obviously grossly underestimated the length of time it needed to
complete the restatement when it paid for the first waiver.
Rather than squarely addressing the problem and dealing with
noteholders early in the process, we believe this management
team alienated the noteholders who, based on the Company's
January 9, 2006 closing stock price, ultimately extracted
approximately $25.3 million in total value from the Company in
the form of additional waiver fees. Is this management up to the
challenges facing Bally's in the future?

BALLY'S ATTEMPTS TO DISCREDIT PARDUS:
LET'S SET THE RECORD STRAIGHT

Bally would like you to believe that Pardus has been
unreasonable in settlement negotiations with the Company.
UNTRUE. Our settlement proposal does not involve any veto over
the strategic process, it involves only minority representation
on the board, seeks no special benefit for Pardus, and would
permit both Mr. Langshur and Mr. Kornstein to serve on the
board. The Company is fully aware of these facts but has chosen
to distort the truth.

Bally's would like you to think that it is our objective to
somehow buy the Company cheaply. UNTRUE. We believe that due to
the failures of management the Company IS TRADING at a deep
discount to its peers. We had asked management, privately and
publicly, to allow us to purchase more stock, to which they
responded with a poison pill. We believe our purchases, which we
note would not have given us a control position in the Company,
would have resulted in a higher share price and in turn allowed
the Company to achieve a higher price in the sale process. We
find it ironic that management sold most of its shares and is
now asking for a grant of 2.5 million additional shares while at
the same time using a poison pill to stop stockholders from
acquiring additional shares. We are interested in seeing an
open, fair sales process led by a truly independent board
committee that is not beholden to management or any other
constituency. We think this will lead to maximizing stockholder
value.

Management would like you to believe that Mr. Kornstein is not
qualified to serve on Bally's board. UNTRUE. Mr. Kornstein's 17-
year tenure as an investment banker at Bear Stearns makes him
particularly well suited to lead a restructuring,
recapitalization or sale of the Company. Mr. Kornstein has
served on the boards of three publicly traded companies and was
responsible for the successful restructuring and sale of three
telecom and internet business of First World Communications in
2000. While Mr. Langshur does not share the same turnaround
experience as Mr. Kornstein, we have proposed to the Company the
establishment of an independent board of directors that includes
both Mr. Kornstein and Mr. Langshur.

Management would like you to think Pardus is seeking control.
UNTRUE. We have proposed three highly qualified individuals who
are independent of us. Three out of nine directors do not
constitute control.

Management would like you to think that the nomination of Mr.
Burdick and Mr. Elson was a concession to Pardus. UNTRUE. Bally
conducted a search for director nominees and interviewed Messrs.
Burdick and Elson and found them to be highly qualified
individuals that should make a strong contribution to the board.
We do not think the board would have nominated these individuals
if it did not believe them to be the most qualified people they
interviewed.

WE NEED YOUR HELP TO GET BALLY BACK ON TRACK

Supporting our nominees sends an important message that you
refuse to tolerate further erosion of the Company's stock value
and irresponsible governance. The time has come for a positive
change.

Stockholders should ask themselves, where has the board been
these past months? We do not think the board has provided the
oversight and direction that Bally's needs. We have made several
proposals that would empower the board:

- Separate the chairmanship from the CEO roles, in keeping with
best corporate practices.

- Create a fully empowered independent strategic board committee
charged with running the strategic process independent of
management, subject only to any transaction being approved by
the full board of directors.

- Review recent management stock sales for propriety. We and
others have raised serious questions about Mr. Toback's stock
sales, in light of the other announcements he made to the
market, the Company's later financial statement corrections, his
role in the sale process and his knowledge of the other ongoing
material matters involving the Company.

To date, the board has not acted on our proposals, nor have they
looked into management stock sales. Why would the board NOT want
these powers to control and review management? Moreover, the
only affirmative action taken by Bally management has been to
sue the Company's two largest stockholders in an attempt to
stifle stockholder democracy and to further entrench management.
This is your time to speak and send a message to management and
the board that Bally's stockholders are unhappy and want
fundamental change. Send that message now.

Vote FOR the Pardus nominees and in accordance with our
recommendation on the other proposals to be voted on at the
upcoming annual meeting by signing, dating and returning the
enclosed GREEN proxy card.

Do not sign the white proxy card from Bally or the gold proxy
card from Liberation Investments. If you have already done so
you may revoke your proxy by delivering a later-dated GREEN
proxy card in the enclosed postage-prepaid envelope.

If you have any questions about voting, or for more information,
please call our proxy solicitors, D.F. King & Co., Inc., toll-
free at 888-644-6071.

On December 27, 2005, Pardus European Special Opportunities
Master Fund L.P., Pardus Capital Management L.P., Pardus Capital
Management LLC, Karim Samii, Joseph R. Thornton, Charles J.
Burdick, Barry R. Elson and Don R. Kornstein filed a definitive
proxy statement with the SEC to solicit proxies in connection
with the 2005 annual meeting of stockholders of Bally Total
Fitness Holding Corporation to be held on January 26, 2006.
Company stockholders are encouraged to read the definitive proxy
statement and other proxy materials relating to the 2005 annual
meeting because they contain important information, including a
description of who may be deemed to be "participants" in the
solicitation of proxies and the direct or indirect interests, by
security holdings or otherwise, of the participants in the
solicitation. Such proxy materials are available at no charge on
the SEC's website at http//www.sec.gov. In addition,
stockholders may also obtain a free copy of the definitive proxy
statement and other proxy materials by contacting D.F. King &
Co., Inc. at 888-644-6071 (toll-free) or 212-269-5550 (collect).

Green Proxy Card

Bally Total Fitness Holding Corporation
2005 Annual Meeting of Stockholders

This proxy is solicited on behalf of Pardus European Special
Opportunities Master Fund L.P., Pardus Capital Management L.P.,
Pardus Capital Management LLC, Karim Samii, Joseph R. Thornton,
Charles J. Burdick, Barry R. Elson and Don R. Kornstein

The undersigned appoints and constitutes Karim Samii and Joseph
R. Thornton, and each of them, as proxies, with full power of
substitution, to represent the undersigned at the Annual Meeting
of Stockholders of Bally Total Fitness Holding Corporation, a
Delaware corporation (the "Company"), to be held at 8:30 a.m.
(local time) on January 26, 2006 at the Renaissance Chicago
O'Hare Hotel, 8500 West Bryn Mawr Avenue, Chicago, Illinois, and
at any adjournment, postponement or any special meeting that may
be called in lieu thereof (the "2005 Annual Meeting"), hereby
revoking any proxies previously given, to vote all shares of
common stock of the Company held or owned by the undersigned as
directed below, and in their discretion upon such other matters
as may come before the meeting.

If no specification is made, the shares will be voted (A) "for"
the election of Charles J. Burdick, Barry R. Elson and Don R.
Kornstein to Class III of the Company's board of directors, (B)
"for" the approval and adoption of the by-law resolution to
repeal each provision or amendment of the by-laws of the
Company, if any, adopted by the board of directors without the
approval of the Company's stockholders subsequent to May 25,
2005 (purportedly the last date of reported changes) and prior
to the approval and adoption of such resolution at the 2005
annual meeting, (C) "against" the adoption of the 2006 omnibus
equity compensation plan, (D) "for" the ratification of KPMG LLP
as the Company's independent auditor for the fiscal year ending
December 31, 2005, and (E) "for" granting to the proxy holders
discretion on the Liberation proposals, if properly brought
before the 2005 annual meeting, and all other matters as may
properly come before the meeting.

CONTACT:  Bally Total Fitness, Chicago
          Investors
          Janine Warell
          Phone: 773-864-6897

          Media
          Matt Messinger
          Phone: 773-864-6850

          URL: www.ballyfitness.com

                    or

          MacKenzie Partners
          Additional Investor Contacts
          Jeanne Carr
          Phone: 212-929-5916
                    or
          Dan Burch
          Phone: 212-929-5748


BALLY TOTAL: Liberation Group Submits Material Developments
-----------------------------------------------------------
Liberation Investments, L.P., a Delaware limited partnership
(LILP), and Liberation Investments Ltd. (LILTD), a private
offshore investment corporation, submitted on January 10, 2006
to Institutional Shareholder Services a timeline of material
developments that have occurred during the course of the
involvement of LILP and LILTD with Bally Total Fitness Holding
Corporation (the Company).

As previously disclosed under cover of Schedule 14A, LILP and
LILTD intend to present a stockholder proposal (the Proposal) at
the annual meeting of the Company's stockholders slated for
January 26, 2005. In accordance with Instruction 3 of Item 4 of
Schedule 14A, LILP, LILTD, Liberation Investment Group, LLC
(LIGLLC), Emanuel R. Pearlman and Gregg E. Frankel are deemed to
be participants in the solicitation in connection with the
Proposal. The number of shares of the Company's common stock
beneficially owned by these persons as of January 10, 2006 is as
follows: LILP (2,848,213), LILTD (1,536,237), LIGLLC
(4,384,450), Mr. Pearlman (4,419,450), Mr. Frankel (0).

Stockholders are strongly urged to read the proxy statement and
other documents relating to the solicitation of proxies by the
reporting persons in connection with the proposal as they
contain important information. A definitive proxy statement and
a form of proxy are available at no charge on the website of the
Securities and Exchange Commission at http://www.sec.gov.

CONTACT:  Bally Total Fitness, Chicago
          Investors
          Janine Warell
          Phone: 773-864-6897

          Media
          Matt Messinger
          Phone: 773-864-6850

          URL: www.ballyfitness.com


BALLY TOTAL: Files Counterclaim Against Pardus, Liberation
----------------------------------------------------------
Bally Total Fitness (NYSE:BFT), the nation's leader in health
and fitness, announced Tuesday that, after engaging in extensive
settlement negotiations with hedge fund Pardus European Special
Opportunities Master Fund L.P. and its principals, settlement
negotiations have broken down over their unacceptable demands,
forcing the Company to seek legal remedies.

Bally said that it has made a sincere effort to avoid engaging
in a proxy contest with Pardus and Liberation, another hedge
fund engaged in a proxy contest with Bally. Bally said that
despite its attempts to respond to Pardus by adding two of
Pardus' nominees to the Bally slate, it has now determined that
it must take appropriate legal action to protect the rights of
its other shareholders in light of increasing evidence that
Pardus and Liberation are working together to wrest control of
the Company without paying a control premium.

"The independent directors on Bally's Board have taken
extraordinary steps to reach an agreement with Pardus and
Liberation, including meeting with the principals of Pardus on
two separate occasions," said John W. Rogers, Jr., Bally Board
member and Chairman and CEO of Ariel Capital Management LLC,
speaking on behalf of the Company. "Despite Bally offering
Pardus exceedingly fair proposals, Pardus has not shown any
willingness to reach a settlement with the Company unless their
ultimatums are accepted, and have recently indicated no further
interest in discussions. As a result, the Board has come to the
unanimous conclusion that Pardus and Liberation are only
interested in advancing their own interests in gaining effective
control of the Board and its strategic alternatives process. We
were left with no choice but to pursue legal actions to protect
the interests of all shareholders."

In responding to Pardus' most recent letter released Tuesday,
Bally commented, "It's apparent from the increasingly shrill
tone and misleading statements in Pardus' new filing that they
are engaging in a futile attempt to portray themselves as
something other than self serving. Their latest attempt to
frighten shareholders into believing that triggering Bally's
pill could result in the Company filing for bankruptcy is a
blatant falsehood.

"Any triggering of the Rights Plan would be a result of Pardus
and Liberation's undisclosed concerted actions to seize control.
And while the triggering of the Rights Plan would dilute Pardus
and Liberation, it would inure to the financial benefit of every
other stockholder and would not adversely affect the Company's
overall financial position.

"Additionally, to characterize prospects for the Pill triggering
as management's desire to further entrench itself is simply
ludicrous. The fact is that they and their allies at Liberation
would be the only stockholders hurt by the Pill triggering,
which is ironic, since it would be their clandestine attempt to
gain control of Bally's Board and strategic process that could
be the Pill triggering factor."

Bally's Shareholder Rights Plan, which will expire on July 15,
2006 unless it is ratified by shareholders prior to that time,
was put in place to preserve the rights of all Bally
shareholders and thwart would-be acquirers from seizing control
of the Company without paying a premium.

Bally said it has filed a counterclaim in the previously
disclosed proceeding initiated by Liberation in the Delaware
Court of Chancery concerning the validity of the Company's
Stockholder Rights Plan. In its counterclaim, brought against
Pardus as well as Liberation and their principals and Donald
Kornstein, the Company seeks a declaration by the court as to
whether Pardus and Liberation have undisclosed agreements,
arrangements or understandings with respect to their Bally stock
which might result in Bally's Stockholder Rights Plan being
triggered. As previously announced, Kornstein is Liberation's
long term loyalist and suggested candidate on Pardus' slate.

Bally's allegations as to the two hedge funds operating as a
group include:

-- Following Federal proxy litigation, Liberation belatedly
admitted facts pointing to the existence of their group action
with Pardus, including the fact that Don Kornstein, one of
Pardus' director nominees, was suggested as a possible candidate
by Mr. Pearlman. Pardus also belatedly admitted this fact in its
SEC filings.

-- During the 17 years of their acquaintance, Mr. Pearlman and
Mr. Kornstein have been involved in several business
relationships, including each retaining the other as advisors in
various situations.

-- Liberation abandoned its stated intention to slate its own
candidates, and decided not to run any directors after Pardus
accepted Liberation's suggestion that they include Kornstein,
Pearlman's old friend and colleague, on Pardus' slate. Yet
incredibly, Liberation stated in its securities filings that it
had not decided whether or not it will vote for Kornstein, its
former nominee, its current investor, and the longtime crony of
its principal, whom Liberation itself "suggested" to Pardus.

-- Liberation, in soliciting support for its stockholder
proposal has also sought to solicit the authority to vote for
the Pardus slate. Its proxy card includes only the Pardus
nominees. Moreover, Pearlman has openly called stockholders and
even Bally's sitting directors, urging them to vote for Pardus'
candidates.

-- On its proxy card, Pardus has sought discretion from
stockholders to allow Pardus to vote for the Liberation
proposals.

The Company also announced that it has filed a notice of appeal
with the U.S. Court of Appeals for the Third Circuit asking it
to reverse the decision of the U.S. District Court for the
District of Delaware that the merits of the parties' "good faith
dispute" concerning whether Liberation and Pardus were acting as
a "group" did not need to be resolved in advance of the upcoming
annual meeting of stockholders merely because Liberation has now
disclosed Bally's allegations. Bally believes that the law
requires that Liberation and Pardus advise shareholders of the
fact of any arrangement, understanding or agreement they have
entered into concerning the solicitation and voting of proxies.
Bally believes that stockholders are entitled to know before
they vote which insurgents are the actual sponsors of the
candidates and proposals, what power these insurgents hold
collectively, as well as how these dissidents intend to wield
that power. Bally will urge the Court of Appeals to decide this
issue in advance of the annual meeting.

Bally further disclosed that its action for declaratory judgment
in the Delaware Court of Chancery is ongoing against Emanuel
Pearlman and his hedge fund, Liberation, in which it has asked
the court to confirm that Liberation's stockholder proposal
violates both Section 141(a) of the Delaware General Corporation
Law and the Company's Certificate of Incorporation. The Company
said if Liberation's proposal is adopted by the required 75%
vote at the annual shareholders meeting, it intends to call upon
the Chancery Court to invalidate the proposal.

Bally Total Fitness is the largest and only nationwide
commercial operator of fitness centers in the U.S., with nearly
440 facilities located in 29 states, Mexico, Canada, Korea,
China and the Caribbean under the Bally Total Fitness(R), Crunch
Fitness(SM), Gorilla Sports(SM), Pinnacle Fitness(R), Bally
Sports Clubs(R) and Sports Clubs of Canada (R) brands. Bally
offers a unique platform for distribution of a wide range of
products and services targeted to active, fitness-conscious
adult consumers.

CONTACT:  Bally Total Fitness, Chicago
          Investors
          Janine Warell
          Phone: 773-864-6897

          Media
          Matt Messinger
          Phone: 773-864-6850

          URL: www.ballyfitness.com

                    or

          MacKenzie Partners
          Additional Investor Contacts
          Jeanne Carr
          Phone: 212-929-5916
                    or
          Dan Burch
          Phone: 212-929-5748


LUZ Y FUERZA: Commences Labor Contract Negotiations With Union
--------------------------------------------------------------
State power company Luz y Fuerza del Centro (LFC) and its union
workers have started negotiations to renew the collective labor
contract for the period 2006-2008, Business News Americas
reveals.

Union leader Fernando Amezcua said the management has until
March 16 to accept or reject the union's demands, which include:

  - an average 12% salary increase, higher transport allowance,
    food subsidies and a Christmas bonus;

  - control over new housing electrification projects in Edomex
    and other states recently been awarded to third parties as
    well as PLC technology implementation projects. Amezcua said
    the union wants to carry out the PLC projects itself and
    will not allow workers from private telecommunications
    companies to participate on LFC projects since they would
    increase PLC service costs 5-10 times; and

  - the dismissal of 140 non-unionized workers who allegedly
    signed irregular contracts with LFC.

According to Amezcua, the union does not expect to call a strike
since company management representatives have shown interest in
negotiating the union's demands.



===========
P A N A M A
===========

WILLBROS GROUP: Names New VP of Investor Relations
--------------------------------------------------
Willbros Group, Inc. (NYSE: WG) announced Tuesday that Michael
W. Collier has been promoted to Vice President of Investor
Relations, effective January 1, 2006.

Mr. Collier has been employed by Willbros for the past 11 years
and has led the company's investor relations efforts since June
of 2000 while serving as Manager of Investor Relations. He
received a Bachelor of Arts degree from Tulane University and an
MBA from Southern Methodist University.

Mike Curran, Chairman and CEO, commented, "Mike has worked
diligently with members of the investment community to keep
shareholders and analysts informed about the business activities
of Willbros. I am pleased to announce Mike's promotion and thank
him for his diligence and his contributions to the company over
the past 11 years, particularly during a challenging 2005."

Willbros Group, Inc. is one of the leading independent
contractors serving the oil, gas and power industries, providing
engineering and construction, and facilities development and
operations services to industry and government entities
worldwide.

CONTACT:  WILLBROS GROUP
          Jack Lascar
          Partner
          DRG&E / (713) 529-6600
          http://www.willbros.com



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

TANS PERU: Aviation Authorities Order Suspension of Operations
--------------------------------------------------------------
Peruvian authorities ordered state-owned airline TANS Peru to
suspend operations as a preventive measure, VOA News. Roberto
Rodriguez, the head of Peru's civil aviation office, said the
order came after two recent TANS flights had emergencies where
the planes lost engine power. He said those two incidents
occurred within six weeks of each other. In August, a TANS
flight crashed into the jungle, killing 40 passengers.



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

CENTENNIAL COMMUNICATIONS: Common Stock Trades Ex-dividend
----------------------------------------------------------
The common stock of Centennial Communications Corp.
(Centennial), as a result of the special cash dividend, began
trading ex-dividend on January 6, 2006.

On December 21, 2005, Centennial announced the completion of its
$550 million senior notes offering. The net proceeds from the
offering, together with a portion of available cash, were used
to pay a special cash dividend of $5.52 per share to
Centennial's common stockholders.

To compensate holders of Centennial's outstanding stock options
for the loss in economic value of the options resulting from
payment of the special cash dividend, the Compensation Committee
of Centennial's Board of Directors approved on December 21, 2005
(i) an adjustment, pursuant to Centennial's 1999 Stock Option
and Restricted Stock Purchase Plan (the "Plan"), to the exercise
price and number of options (the "Adjustment") held by holders
of outstanding stock options under the Plan and (ii) the making
of cash payments (the "Cash Payments") to holders of vested
stock options with an exercise price less than $13.22. The
aggregate amount of the Cash Payments is approximately $12.96
million. This amount represents the actual dividend that such
holders would have received had they exercised all vested
options on a cashless basis immediately before Centennial's
common stock began trading ex-dividend on January 6, 2006
assuming a stock price of $13.22. The effect of the Adjustment
and the Cash Payments, taken together, is to provide each holder
of outstanding stock options with the same economic value
immediately after the time Centennial's common stock began
trading ex-dividend as such holder had immediately prior to such
time.

To view the amount of Cash Payments to be paid:
http://bankrupt.com/misc/CENTENNIAL_COMMUNICATIONS.htm

CONTACT:  Centennial Communications Corp.
          Steve E. Kunszabo
          Director, Investor Relations
          Phone: 732-556-2220

          URL: http://www.centennialwireless.com/



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

PDVSA: $14B Windfall to be Used Mostly for Social Development
-------------------------------------------------------------
Most of state oil firm Petroleos de Venezuela's (PDVSA)
estimated US$14 billion oil windfall in 2005 will go to the
government's social development programs and not to the
Company's core activities, Business News Americas reports.

PDVSA's unaudited financial results for 2005 revealed revenues
of US$45 billion. From the amount, US$23.2 billion is set aside
for taxes. Around US$4.8 billion went to Fondespa - a fund used
to finance investments in infrastructure and SMEs and the
government's social programs, which offer health care and
education to lower-income citizens.

About US$500 million was used for subsidize foodstuffs sold
through Mercal, the government's chain of discount supermarkets.
The amount was part of the dividends paid to PDVSA by its US oil
refining subsidiary Citgo.

Some US$1.53 billion was deposited in Fondem, a fund to promote
economic development.

Only US$15 billion is left to finance the Company's core
operations in 2006. Now PDVSA plans to use most of the amount to
finance social development programs.






                            ***********


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

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

Copyright 2006.  All rights reserved.  ISSN 1529-2746.

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

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

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