TCRLA_Public/070209.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

          Friday, February 9, 2007, Vol. 8, Issue 29

                          Headlines

A R G E N T I N A

CMS ENERGY: S&P Says Asset Sale Won't Affect Ratings
EMPRESA DISTRIBUIDORA: Electricity Regulator Approves Rate Hikes
FREESCALE: To Aid Alcatel-Lucent with Fiber-to-the-Home Adoption
HIDRYAPOLIS SA: Deadline for Claims Verification Is on April 1
INDACOR SA: Reorganization Proceeding Concluded

NONTHUE SA: Proofs of Claim Verification Deadline Is on March 23
PANIZZA SA: Last Day for Claims Verification Is on April 5
TELEFONICA DE ARGENTINA: To Make Interest Payment on Feb. 11
TEXTIL PUNILLA: Asks for Court Approval to Reorganize Business

* ARGENTINA: Electricity Regulator Approves Rate Hikes

B E L I Z E

* BELIZE: Complains of Trade Relations with European Union

B E R M U D A

ENDURANCE SPECIALTY: Earns US$198.8MM in Fourth Quarter 2006
SEA CONTAINERS: Appaloosa Acquires 1.5MM Shares of Common Stock
SEA CONTAINERS: U.S. Trustee Amends Official Panel Membership
SEA CONTAINERS: Court OKs Bingham as Counsel to Services Panel

B O L I V I A

* BOLIVIA: Gov't Establishing Exploration & Production Office
* BOLIVIA: Gov't Meeting with Jindal People for El Mutun Accord

B R A Z I L

ALCATEL-LUCENT: To Aid Freescale with Fiber-to-the-Home Adoption
BANCO BRADESCO: Increasing Interest on Own Capital by 10%
CENTRAIS ELETRICAS: Posts US$1.4 Billion in Investments for 2006
COMPANHIA SIDERURGICA: Itaguai Feasibility Study Due in March
GERDAU SA: International Growth Boosts Revenue to BRL27.5 Bil.

GERDAU SA: Paying Quarterly Dividends on March 6
KONINKLIJKE AHOLD: SEC Accuses 13 More People of Fraud at US Arm
METSO CORP: Posts Strong Results for Full Year 2006
METSO CORP: Sets Annual General Meeting on April 3
METSO CORP: To Expand Share Ownership Plan for 2006-2008

NET SERVICOS: Eyes 20% Boost in Revenues This Year
NOSSA CAIXA: Opening 16 Branches by August
TERPHANE HOLDING: Moody's Revises Outlook to Stable from Neg.
WEIGHT WATCHERS: Gets 8.5 Million Common Stock in Tender Offer

* BRAZIL: Ministry Launches WiMax Project Funding Consultation
* BRAZIL: Sells BRL1.5 Billion Bonds in International Markets

C A Y M A N   I S L A N D S

EDISON CHOUEST: Last Day for Proofs of Claim Filing Is Feb. 23
FAIRFIELD BRISCOE: Proofs of Claim Filing Is Until Feb. 23
FAIRFIELD BRISCOE SENIOR: Claims Filing Deadline Is on Feb. 23
FREMONT CI-1: Final Shareholders Meeting Is Set for Feb. 22
FREMONT CI-2: Shareholders to Gather for Feb. 22 Final Meeting

GREEN HILL: Deadline for Proofs of Claim Filing Is on Feb. 23
INGENIOUS PARTNER: Claims Filing Deadline Is on Feb. 23
J SHOP IV: Shareholders to Convene for Final Meeting on Feb. 22
MINCS-CUMBERLAND: Calls Shareholders for Feb. 22 Final Meeting
SEQUILS-CUMBERLAND: Final Shareholders Meeting Is on Feb. 22

SEQUILS-CUMBERLAND I: Final Shareholders Meeting Is on Feb. 22
TETRIX FUND: Shareholders to Gather for Final Meeting on Feb. 22
TRIANGLE INVESTMENT: Final General Meeting Is Set for Feb. 22
ZAIS MATRIX CDO II-A: Proofs of Claim Must be Filed by Feb. 22
ZAIS MATRIX CDO II-B: Claims Filing Deadline Is on Feb. 22

C H I L E

INFOR GLOBAL: Names Bruce Gheesling as Senior VP of EAM Group
SUN MICROSYSTEMS: Picks Solution Box to Tap Small, Medium Biz

C O L O M B I A

* COLOMBIA: Antitrust Agency Allows Gerdau to Bid for Acerias
* COLOMBIA: U'wa Natives Facing Setback in Land Rights

C O S T A   R I C A

* COSTA RICA: Former ICE Official Charged with Bribery

D O M I N I C A N   R E P U B L I C

AES DOMINICANA: Files US$680-Mln Suit Against Dominican Republic

E C U A D O R

PETROECUADOR: Disclosing Submission Deadline for Gas Project
PETROECUADOR: Mulling Resolutions for Hydrocarbons Chain Plans
PETROECUADOR: To Receive First Venezuelan Diesel by Feb. 24

* ECUADOR: Banks' Foreign Assets Fall on Debt Default Threat
* ECUADOR: Former Occidental Fields Decline Since Take Over
* ECUADOR: Investigating Mobile Operators for Malpractices

E L   S A L V A D O R

SBARRO INC: Closes Tender Offer for 11% Senior Notes Due 2009

H A I T I

DYNCORP INT'L: Posts US$517.5MM Revenue for Fiscal 3rd Qtr. 2007

J A M A I C A

GOODYEAR TIRE: Extends Tire Supply Contract with NASCAR

* JAMAICA: Total Debt Almost US$1 Trillion

M E X I C O

ADVANCED MARKETING: Hires O'Melveny & Myers as Bankruptcy Atty.
ADVANCED MARKETING: Court Okays Richards Layton as Local Counsel
ADVANCED MARKETING: Wants to Employ Focus Management as Advisors
ASARCO LLC: Wants to Avoid Fraudulent Transfer of SPCC Shares
BURGER KING: To Sell 23 Mil. Shares in Secondary Public Offering

DELTA AIR: Bankruptcy Court Approves Disclosure Statement
DELTA AIR: Bankruptcy Court Prohibits Pilot Work Actions by ALPA
DELTA AIR: Plan Confirmation Hearing Slated for April 25
DIRECTV GROUP: District Court Orders Anti-Time Warner Ads Halt
DOMINO'S PIZZA: Commences Common Stock & 8-1/4% Notes Tenders

GRUPO MEXICO: Ferromex Posts MXN1.52 Billion 2006 Net Earnings
HOME PRODUCTS: Court Approves Goldberg Kohn as Bankruptcy Atty.
HOME PRODUCTS: Appoints Joseph Gantz as Executive Board Chairman
HOME PRODUCTS: Court Approves 2nd Amended Disclosure Statement
NORTEL: Outlines Next Steps in Business Transformation Plan

PORTRAIT CORP: Files Joint Plan & Disclosure Statement
TANK SPORTS: Completes Acquisition of Redcat Motors
WERNER LADDER: Agrees to Sell All Assets for US$255.75 Million
WERNER LADDER: Court Approves Second Forbearance Agreement

P A N A M A

CLOROX CO: Richard Carmona & Edward Mueller Elected to Board

P E R U

COMVERSE TECHNOLOGY: Zeev Bregman Resigns as Unit's CEO
HERTZ CORP: Seeks to Amend Term Loan & ABL Revolving Facilities
HERTZ CORP: Unit Adds 24 Locations as Part of Rental Expansion

P U E R T O   R I C O

ADELPHIA: Plan Proponents Serve Final Protocol for Agents' LIF
B&G FOODS: S&P Puts B+ Rating on US$250MM Sr. Secured Bank Loan
BURGER KING: Earns US$38 Mil. in Quarter Ended Dec. 31, 2006
OCA INC: Appoints Chris Roussos as Chief Executive Officer
SUNCOM WIRELESS: Bondholders Exchange Debts for Equity

SUNCOM WIRELESS: Moody's Places Junk Ratings on Review

V E N E Z U E L A

ARVINMERITOR: Moody's Puts B+ Rating on US$175MM Unsec. Notes
DAIMLERCHRYSLER AG: Prepares Plan to Address U.S. Arm Losses
PETROLEOS DE VENEZUELA: Moody's Assigns B1 Corp. Family Rating

* VENEZUELA: Issuing US$500 Billion in Bonds
* VENEZUELA: Offers Up to US$1-Billion Loan to Ecuador


                         - - - - -


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


CMS ENERGY: S&P Says Asset Sale Won't Affect Ratings
----------------------------------------------------
Standard & Poor's Ratings Services said that the ratings on
electric and gas utility holding company CMS Energy Corp.
(BB/Stable/B-1) are not affected by the company's announcement
that it will sell its stake in businesses located in the Middle
East, Africa, and India for US$900 million.  Michigan-based CMS
will use proceeds mainly to pay down holding company debt.  This
move closely follows announcements of other nonutility asset
sales around the world.  While the event is favorable,
Standard & Poor's will examine what effect it will have on CMS's
overall business risk profile, and the extent to which it will
lift CMS' financial parameters, which are somewhat stretched for
the current rating.

CMS is a utility holding company whose primary subsidiary is
Consumers, which provides natural gas and electricity to nearly
6.5 million customers in Michigan.  CMS also has operations in
natural gas pipeline systems and independent power generation
and has operations in Argentina.


EMPRESA DISTRIBUIDORA: Electricity Regulator Approves Rate Hikes
----------------------------------------------------------------
Ente Nacional Regulador de Electricidad, Argentina's electricity
regulator, has published resolutions in the official gazette
approving a 28% rate increase for distributors Edenor and
Edesur, Business News Americas reports, citing filings that the
companies made with the Comision Nacional Valores.

BNamericas relates that the resolutions also call for the
differences between past bills and the new rates scheme
corresponding to the period Nov. 1, 2005 to Jan. 31, 2007, to be
collected by the distributors over the course of 55 months.

The new rates will be applied to medium and large consumers and
won't affect residential users, the companies' statements said.

The electric distributors inked the new rates with the
government in November 2005, but President Nestor Kirchner only
ratified the agreement on Dec. 28, 2006.  These companies have
been clamoring for rate increases after the government froze
power rates in 2002 following the peso's devaluation.

Edesur distributes energy in the southern part of Buenos Aires
and part of Buenos Aires province, serving more than 6 million
people.

Edenor serves 2.4 million clients in the northern part of Buenos
Aires and is 51%-owned by Argentine holding company Electricidad
Argentina SA.

                        *    *    *

As previously reported on Jan. 15, 2007, Standard & Poor's
Ratings placed its 'B-' ratings on Argentina's largest
electricity distributor, Empresa Distribuidora Comercializadora
Norte S.A. aka Edenor, on CreditWatch with positive implications
following the approval of national decree 1957/2006 on
Jan. 8, 2007.


FREESCALE: To Aid Alcatel-Lucent with Fiber-to-the-Home Adoption
----------------------------------------------------------------
Alcatel-Lucent and Freescale Semiconductor, Inc., disclosed
their plan to facilitate the adoption of fiber-to-the-home
technologies by making available jointly developed GPON
technology and interoperability specifications to vendors of
terminal equipment worldwide.

Through an agreement with Freescale Semiconductor, terminal
vendors will now be able to license critical technologies,
including reference designs and support, for gigabit passive
optical networking or GPON that is compliant with Alcatel-
Lucent's 7342 ISAM fiber-to-the-user or FTTU product family.  In
addition, and under a separate agreement, Alcatel-Lucent will
offer support services required to promote interoperability.

"Alcatel-Lucent has been a long-standing promoter of the Full
Service Access Network Group's efforts to standardize GPON and
this should come as no great surprise given our market position
in broadband access," says Dirk Van den Berghen, President of
Alcatel-Lucent's access activities.  "It is fully expected that
this move will help eliminate industry barriers toward multi-
vendor interoperability and enable service providers to select
GPON terminal equipment in nearly any configuration they desire
at competitive prices."

As part of this program, manufacturers of GPON terminal
equipment will be able to procure system-on-a-chip or SOC
silicon from industry leader Freescale Semiconductor.  Freescale
and Alcatel-Lucent had already partnered in 2005 to deliver the
first available GPON interface using a combination of Freescale
and Alcatel-Lucent intellectual property. Through the use of a
reference design and support services, vendors will now be able
to ensure interoperability of GPON optical network terminals.

"Freescale's ongoing collaboration with Alcatel-Lucent gives
customers access to exceptional software and systems expertise
while helping to drive industry-wide adoption of advanced fiber-
to-the-home technology," said Lynelle McKay, Senior Vice
President and General Manager of Freescale's Networking and
Computing Systems Group.  "This important technology milestone,
a result of combining Freescale's GPON SoC capabilities with
Alcatel-Lucent's broadband system leadership, ultimately
benefits subscribers who can look forward to a greater choice of
broadband services in the future."

Alcatel-Lucent is a leading provider of DSL, having shipped over
115 million lines, and a leading manufacturer of fiber-to-the-
home equipment with more than 60 deployments.  Alcatel-Lucent's
GPON equipment is comprised of the 7342 Intelligent Services
Access Manager fiber-to-the-user system, which has received
worldwide adoption.

The Full Service Access Network Group is a forum for the world's
leading telecommunications services providers and equipment
suppliers to work towards a common goal of truly broadband
access networks.

                   About Alcatel-Lucent

Headquartered in Paris, France, Alcatel-Lucent
-- http://www.alcatel-lucent.com/-- provides solutions that
enable service providers, enterprises and governments worldwide,
to deliver voice, data and video communication services to end
users.  Through its operations in fixed, mobile and converged
broadband networking, Internet protocol (IP) technologies,
applications, and services, Alcatel-Lucent offers the end-to-end
solutions that enable communications services for people at
home, at work and on the move.  The company has operations in
Brazil and Indonesia.

On Nov. 30, 2006, Alcatel and Lucent Technologies Inc. completed
their merger transaction, and began operations as a
communication solutions provider under the name Alcatel-Lucent
on Dec. 1, 2006.

                About Freescale Semiconductor

Based in Austin, Texas, Freescale Semiconductor, Inc. (NYSE:FSL)
(NYSE:FSL.B) -- http://www.freescale.com/-- designs and
manufactures embedded semiconductors for the automotive,
consumer, industrial, networking and wireless markets.
Freescale Semiconductor became a publicly traded company in July
2004.  The company has design, research and development,
manufacturing or sales operations in more than 30 countries.  In
Latin America, Freescale Semiconductor has operations in
Argentina, Brazil and Mexico.

                        *    *    *

As reported in the Troubled Company Reporter on Dec. 11, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Freescale Semiconductor Inc. to 'BB-' from 'BB+' and
removed the rating from CreditWatch with negative implications,
where it had been placed on Sept. 11, 2006, following the
company's announcement that it was considering a business
transaction, later confirmed as a leveraged buyout.  The outlook
is negative.


HIDRYAPOLIS SA: Deadline for Claims Verification Is on April 1
--------------------------------------------------------------
Jacobo Lutenstein, the court-appointed trustee for Hidryapolis
SA's bankruptcy proceeding, will verify creditors' proofs of
claim until April 1, 2007.

Under the Argentine bankruptcy law, Mr. Lutenstein is required
to present the validated claims in court as individual reports.
Court No. 5 in Buenos Aires will determine if the verified
claims are admissible, taking into account the trustee's opinion
and the objections and challenges raised by Hidryapolis SA and
its creditors.

Inadmissible claims may be subject for appeal in a separate
proceeding known as an appeal for reversal.

Mr. Lutenstein will also submit a general report that contains
an audit of Hidryapolis SA's accounting and banking records.
The report submission dates have not been disclosed.

Hidryapolis SA was forced into bankruptcy at the behest of
Alejandro Schaaf, whom it owes US$225,734.40.

Clerk No. 9 assists the court in the proceeding.

The debtor can be reached at:

          Hidryapolis SA
          Uruguay 667
          Buenos Aires, Argentina

The trustee can be reached at:

          Jacobo Lutenstein
          Rodriguez Pena 694
          Buenos Aires, Argentina


INDACOR SA: Reorganization Proceeding Concluded
-----------------------------------------------
Indacor SA's reorganization proceeding has ended.  Data
published by Infobae on its Web site indicated that the process
was concluded after a court in Cordoba approved the debt
agreement signed between the company and its creditors.

The debtor can be reached at:

          Indacor SA
          Augusto Lopez 463, Ciudad de Cordoba
          Cordoba, Argentina


NONTHUE SA: Proofs of Claim Verification Deadline Is on March 23
----------------------------------------------------------------
Mauricio Bramer, the court-appointed trustee for Nonthue SA
Financiera y de Inversiones' bankruptcy proceeding, will verify
creditors' proofs of claim until March 23, 2007.

Under the Argentine bankruptcy law, Mr. Bramer is required to
present the validated claims in court as individual reports.
Court No. 1 in Buenos Aires will determine if the verified
claims are admissible, taking into account the trustee's opinion
and the objections and challenges raised by Nonthue SA and its
creditors.

Inadmissible claims may be subject for appeal in a separate
proceeding known as an appeal for reversal.

Mr. Bramer will also submit a general report that contains an
audit of Nonthue SA's accounting and banking records.  The
report submission dates have not been disclosed.

Nonthue SA was forced into bankruptcy at the behest of Horacio
Basso, whom it owes US$113,346.17.

Clerk No. 1 assists the court in the proceeding.

The debtor can be reached at:

          Nonthue SA Financiera y de Inversiones
          Avenida Julio A. Roca 546
          Buenos Aires, Argentina

The trustee can be reached at:

          Mauricio Braner
          Sarmiento 593
          Buenos Aires, Argentina


PANIZZA SA: Last Day for Claims Verification Is on April 5
----------------------------------------------------------
Marcos Urwicz, the court-appointed trustee for Panizza SA's
bankruptcy proceeding, will verify creditors' proofs of claim
until April 5, 2007.

Under the Argentine bankruptcy law, Mr. Urwicz is required to
present the validated claims in court as individual reports.
Court No. 24 in Buenos Aires will determine if the verified
claims are admissible, taking into account the trustee's opinion
and the objections and challenges raised by Panizza SA and its
creditors.

Inadmissible claims may be subject for appeal in a separate
proceeding known as an appeal for reversal.

Mr. Urwicz will also submit a general report that contains an
audit of Panizza SA's accounting and banking records.  The
report submission dates have not been disclosed.

Panizza SA was forced into bankruptcy at the behest of Marcela
Simeone, whom it owes US$37,094.45.

Clerk No. 48 assists the court in the proceeding.

The debtor can be reached at:

          Panizza SA
          Tucuman 1455
          Buenos Aires, Argentina

The trustee can be reached at:

          Marcos Urwicz
          Sunchales 520
          Buenos Aires, Argentina


TELEFONICA DE ARGENTINA: To Make Interest Payment on Feb. 11
------------------------------------------------------------
Telefonica de Argentina SA notified the Bolsa de Comercio De
Buenos Aires or the Buenos Aires Stock Exchange that it will
proceed to the final redemption of Class 3 Variable Series
Corporate Bonds for US$50,000,000 due Feb. 11, 2007 (or the
following business day).

Telefonica will also proceed to pay with an applicable interest
rate of 2.453%, equivalent to an interest payment of
US$1,226,271.28.

Interest payment must be paid to the payment agent at:

          Caja de Valores S.A.
          25 de Mayo 362,
          City of Buenos Aires, Argentina

Headquartered in Buenos Aires, Argentina, Telefonica de
Argentina SA -- http://www.telefonica.com.ar/-- provides
telecommunication services, which include telephony business
both in Spain and Latin America, mobile communications
businesses, directories and guides businesses, Internet, data
and corporate services, audiovisual production and broadcasting,
broadband and Business-to-Business e-commerce activities.

                        *    *    *

As reported in the Troubled Company Reporter on Jan. 22, 2007,
Moody's Latin America changed the rating outlook to positive
from stable for Telefonica de Argentina's foreign currency
rating of B2 and for the Aa3.ar (national scale rating).  The
rating action was taken in conjunction with Moody's outlook
change to positive from stable for Argentina's B2 foreign
currency ceiling for bonds and notes on Jan. 16, 2007.
Telefonica de Argentina's foreign currency rating continues to
be constrained by Argentina's B2 ceiling.


TEXTIL PUNILLA: Asks for Court Approval to Reorganize Business
--------------------------------------------------------------
A court in Buenos Aires is studying the merits of Textil Punilla
SA's petition to reorganize its business after it stopped paying
its obligations.

The petition, once approved by the court, will allow Textil
Punilla to negotiate a settlement plan with its creditors in
order to avoid a straight liquidation.


* ARGENTINA: Electricity Regulator Approves Rate Hikes
------------------------------------------------------
Ente Nacional Regulador de Electricidad, Argentina's electricity
regulator, has published resolutions in the official gazette
approving a 28% rate increase for distributors Edenor and
Edesur, Business News Americas reports, citing filings that the
companies made with the Comision Nacional Valores.

BNamericas relates that the resolutions also call for the
differences between past bills and the new rates scheme
corresponding to the period Nov. 1, 2005 to Jan. 31, 2007, to be
collected by the distributors over the course of 55 months.

The new rates will be applied to medium and large consumers and
won't affect residential users, the companies' statements said.

The electric distributors inked the new rates with the
government in November 2005, but President Nestor Kirchner only
ratified the agreement on Dec. 28, 2006.  These companies have
been clamoring for rate increases after the government froze
power rates in 2002 following the peso's devaluation.

Edesur distributes energy in the southern part of Buenos Aires
and part of Buenos Aires province, serving more than 6 million
people.

Edenor serves 2.4 million clients in the northern part of Buenos
Aires and is 51%-owned by Argentine holding company Electricidad
Argentina SA.

                        *    *    *

Fitch Ratings assigned these ratings on Argentina:

                     Rating     Rating Date
                     ------     -----------
   Country Ceiling     B+      Aug. 1, 2006
   Local Currency
   Long Term Issuer    B       Aug. 1, 2006
   Short Term IDR      B       Dec. 14, 2005
   Long Term IDR       RD      Dec. 14, 2005




===========
B E L I Z E
===========


* BELIZE: Complains of Trade Relations with European Union
----------------------------------------------------------
"It seems to me that the European Union, in light of recent
letters emanating from the Commission, have taken a far less
enlightened attitude and approach to their (trade) relations
with us (Belize) and with other developing countries," the
Jamaica Observer reports, citing Belize foreign affairs and
foreign trade minister Eamon Courtenay.

Minister Courtenay told Love FM that the European Commission,
the executive body of the European Union, seemed to have lost
sympathy and concern on the position and plight of their former
colonies.

Love FM relates that the minister also complained on the US'
"scant regard" to the Caribbean Basin Initiative established in
1984 to provide tariff and trade benefits to several nations in
Central America and the Caribbean.

According to Love FM Minister Courtenay told the regional
negotiators not to be saddened by the less favorable trade
climate.  He said, "It is time for us to respond in a meaningful
and direct way to the challenges we face.  We need frank
dialogue and advice from our experts."

The regional negotiators then held a two-day round of talks,
determined to strengthen their trading position.  The
discussions will then result to the joint meeting of the prime
ministerial sub committees on external trade negotiations and
the Caribbean Single Market Economy, Love FM states.

                        *    *    *

As reported in the Troubled Company Reporter on Dec. 11, 2006,
Standard & Poor's Ratings Services revised its long-term foreign
currency sovereign credit rating on Belize to 'SD' from 'CC/C'.

Standard & Poor's also said that it revised to 'D' its long-term
foreign currency ratings on the rated bonds that are included in
a proposed exchange.

In addition, Standard & Poor's affirmed its 'CCC+/C' local
currency sovereign credit rating on Belize.




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


ENDURANCE SPECIALTY: Earns US$198.8MM in Fourth Quarter 2006
------------------------------------------------------------
Endurance Specialty Holdings Ltd. reported net income of
US$198.8 million and US$2.70 per diluted common share for the
fourth quarter of 2006 versus a net loss of (US$49.8) million
and (US$0.80) per diluted common share in the fourth quarter of
2005.

For the year ended Dec. 31, 2006, net income was US$498.1
million and US$6.73 per diluted common share versus a net loss
of (US$220.5) million and (US$3.60) per diluted common share for
the year ended Dec. 31, 2005.  Net income for the years ended
Dec. 31, 2006, and 2005 included favorable prior year loss
reserve development of US$57.7 million and US$162.5 million,
respectively.

Operating highlights for the quarter ended Dec. 31, 2006, are:

   * Total premiums written of US$297.9 million, which include
     gross premiums written and deposit premiums, increased
     39.3% over the same period in 2005. Excluding 2005
     reinstatement premiums of US$11.6 million related to
     Hurricanes Katrina, Rita and Wilma, total premiums written
     increased 47.3% from the fourth quarter of 2005;

   * Total ceded premiums of US$42.3 million versus US$15.7
     million in the fourth quarter of 2005;

   * Total net premiums written, including net premiums written
     and deposit premiums, increased 29.0% over the fourth
     quarter of 2005;

   * Combined ratio, excluding 6.6 percentage points of
     favorable prior year loss reserve development, was 72.1%;

   * Net investment income of US$72.0 million increased 35.9%
     over the same period in 2005;

   * Operating income, which excludes after-tax realized
     investment gains and losses and foreign exchange gains and
     losses, was US$193.6 million and US$2.62 per diluted
     common share; and

   * Operating return on average common equity for the quarter
     was 9.7%.

Operating highlights for the year ended Dec. 31, 2006, are:

   * Total premiums written of US$1,948.6 million, which
     include gross premiums written and deposit premiums,
     increased 7.5% over the same period in 2005.  Excluding
     2005 reinstatement premiums of US$46.1 million related to
     Hurricanes Katrina, Rita and Wilma, total premiums
     written increased 10.3% from 2005;

   * Total ceded premiums of US$204.1 million versus US$49.5
     million over the same period in 2005;

   * Total net premiums written, including net premiums
     written and deposit premiums, decreased 1.0% over the
     same period in 2005;

   * Combined ratio, excluding 3.5 percentage points of
     favorable prior year loss reserve development, was 85.0%;

   * Net investment income increased 42.7% to US$257.4 million
     over the year ended Dec. 31, 2005;

   * Operating income, which excludes after-tax realized
     investment gains and losses and foreign exchange gains and
     losses, was US$500.9 million and US$6.76 per diluted common
     share; and

   * Operating return on average common equity was 25.7%.

Kenneth J. LeStrange, Chairman and Chief Executive Officer,
commented, "I am extremely pleased with the record earnings that
Endurance achieved both for the fourth quarter and for the full
year of 2006.  In addition to posting record earnings this year,
we took significant steps to further expand and balance our book
of business through growth in our specialty lines and we
significantly reduced our catastrophe risk profile --
accomplishments we believe will serve us well in 2007 and
beyond."

"During 2006, Endurance established two new global leadership
roles within the company to lead our Reinsurance and Insurance
business segments.  I am pleased to announce that William Jewett
has been appointed the President and Chief Executive Officer of
our reinsurance business and will be responsible for strategy,
profitability and underwriting results for our reinsurance
business worldwide. This appointment compliments our earlier
appointment in 2006 of Michael Fujii to lead our global
insurance business.  Mr. Fujii has now assumed additional
responsibilities in this business segment as the President and
Chief Executive Officer.  In addition, as part of our management
realignment, Dan Izard has been appointed Chief Operating
Officer of Endurance, assuming global responsibility for
operating effectiveness and shared services for all of our
subsidiaries.  I believe the management changes we have
implemented will improve our ability to coordinate our
activities across the geographies in which we operate and
enhance our ability to achieve our strategic objectives."

                     Operating Results

The increase in total premiums written by Endurance in the
fourth quarter of 2006 and the full year of 2006 was driven by
new business written within its Insurance business segment.
Total premiums written in the Reinsurance business segment in
the fourth quarter and the full year of 2006 remained consistent
with 2005.

Endurance's combined ratio was 65.5% in the fourth quarter of
2006 versus 122.0% for the fourth quarter of 2005.  The current
quarter combined ratio was favorably impacted by the low level
of catastrophe losses throughout 2006 and from US$26.7 million
of favorable prior year loss reserve development, which emanated
from both the Insurance and Reinsurance business segments.
Similar to the fourth quarter, the combined ratio for the full
year 2006 declined by 42.0 percentage points and reflected the
absence of catastrophic activity as compared to 2005.

                Insurance Business Segment

Gross premiums written in Endurance's Insurance business segment
for the fourth quarter and full year of 2006 were US$180.6
million and US$576.7 million, compared to US$98.4 million and
US$421.4 million in the same periods in 2005.  This growth in
gross premiums written for the Insurance business segment
resulted from continued development of the U.S. insurance
operations and from the successful execution of our workers'
compensation strategy.  These efforts collectively added US$85.2
million of additional gross premiums written in the fourth
quarter and US$224.9 million during the full year of 2006
compared to the same periods in 2005.  Within the U.S. based
insurance operations of Endurance's Insurance business segment,
new business was written across all lines of business with the
property lines of business benefiting from strong pricing on
catastrophe-exposed risks.

The combined ratio was 105.6% for the Insurance business segment
in the fourth quarter of 2006 versus a 70.6% combined ratio in
the fourth quarter of 2005.  In the fourth quarter of 2006, the
combined ratio for the Insurance business segment was adversely
impacted by several large fire related losses in its
international property insurance business.  In addition, the
Insurance business segment recorded favorable prior year loss
reserve development of US$7.5 million and US$29.3 million for
the fourth quarters of 2006 and 2005, respectively, and US$54.4
million and US$58.0 million for the full years of 2006 and 2005,
respectively.  The fourth quarter and full year of 2006 prior
period development were primarily due to favorable claims
emergence in long tail lines of business for all prior accident
years.  The combined ratio in the Insurance business segment for
the full year of 2006 was 89.9%, a decline of 21.9 percentage
points from that experienced in 2005.  The current year combined
ratio benefited from the absence of significant catastrophic
losses compared to the record industry losses experienced in
2005.  Growth in acquisition and general and administrative
expenses for the fourth quarter and the full year of 2006
compared to the same periods in 2005 were directly related to
growth within Endurance's U.S. insurance operations.

                Reinsurance Business Segment

Total premiums written in Endurance's Reinsurance business
segment for the fourth quarter of 2006 were only slightly higher
than 2005, which included US$11.6 million of reinstatement
premiums related to Hurricanes Katrina, Rita and Wilma.  In the
fourth quarter of 2006, the Reinsurance business segment
experienced increases in the aerospace line of business due to
adjusted premiums on certain contracts, while the remaining
lines of business within the Reinsurance business segment were
relatively consistent with the same period in 2005.  Total
premiums in the Reinsurance business segment for all of 2006
increased by a modest 2.0%, compared to total premiums recorded
in 2005, excluding reinstatement premiums of US$46.1 million
recorded in 2005. During 2006, Endurance continued to focus on
the development of lines of business in its Reinsurance segment
with limited correlation with the company's property exposures,
resulting in growth in its agriculture line of business.  In
addition, the Reinsurance business segment benefited from strong
pricing in catastrophe exposed lines of business while reducing
aggregate exposures.  Overall growth in 2006 total premiums
written was partially offset by an intentional reduction by
Endurance in its large property and marine businesses and the
termination of a large aviation contract at the end of 2005.

In the fourth quarter of 2006, the Reinsurance segment's
combined ratio was 56.0% versus 136.4% in the fourth quarter of
2005, and 81.5% for the 2006 year, a decline of 44.0 percentage
points from that experienced for the full year in 2005.  The
current quarter and full year combined ratios benefited from the
absence of significant catastrophic losses throughout 2006
compared to 2005.  In addition, the Reinsurance business segment
recorded favorable prior year loss reserve development of
US$22.2 million and US$35.6 million for the fourth quarters of
2006 and 2005, respectively, and US$5.0 million and US$104.5
million for the full years of 2006 and 2005, respectively.
Fourth quarter prior year development in both 2006 and 2005 was
primarily related to lower than expected claims emergence in
short tail property lines of business.  The favorable prior year
reserve development in the full year of 2006 was primarily due
to lower than expected claims emergence in long tail lines and
other specialty lines across all prior accident years, offset by
adverse development within the short tail property lines,
primarily in the 2005 accident year.

                        Investments

Endurance's 35.9% increase in net investment income in the
fourth quarter of 2006 and 42.7% increase for the full year of
2006 was due to a combination of higher portfolio yields, growth
in the company's invested assets and strong alternative
investment performance. Endurance ended the year with cash and
invested assets of US$5.5 billion, an increase of 9.1% from
Dec. 31, 2005.  Net operating cash flow was US$135.0 million for
the current quarter versus US$69.4 million for the fourth
quarter of 2005 and US$674.9 million for the current year versus
US$797.8 million for the year ended Dec. 31, 2005.

          Capitalization and Shareholders' Equity

At Dec. 31, 2006, Endurance's GAAP shareholders' equity was
US$2.3 billion or US$28.87 per diluted common share versus
US$1.9 billion or US$23.17 per diluted common share at
Dec. 31, 2005.  At quarter end, total capitalization was US$2.7
billion compared to US$2.3 billion at Dec. 31, 2005.

                       Subsequent Event

Windstorm Kryill struck Northern and Central Europe on
Jan. 18, 2007.  Based on a review of in-force contracts and
preliminary loss information from clients, Endurance initially
estimates that its net losses from Windstorm Kryill after
reinsurance, reinstatement premiums and tax benefits, are
expected to be between US$30 and US$40 million. Due to the
limited claims data at this time, Endurance's losses from
Windstorm Kryill may ultimately differ materially from our
preliminary estimated losses.  Losses incurred by Endurance from
Windstorm Kryill will be recorded in the first quarter of 2007.

Based in Pembroke, Bermuda, Endurance Specialty Holdings Ltd.
(NYSE: ENH) -- http://www.endurance.bm/-- is a provider of
property and casualty insurance and reinsurance.  Through its
operating subsidiaries, Endurance currently writes property per
risk treaty reinsurance, property catastrophe reinsurance,
casualty treaty reinsurance, property individual risks, casualty
individual risks, and other specialty lines.

                        *    *    *

As reported in the Troubled Company Reporter on Dec. 15, 2006,
AM Best affirmed these debt ratings:

Endurance Specialty Holdings, Ltd.

   -- "bbb-" on US$250 million 7.0% senior unsecured notes,
      due 2034;

   -- "bbb-"on US$200 million 6.15% senior notes, due 2015; and

   -- "bb" on US$200 million Series A non-cumulative preferred
      shares

These indicative debt ratings have been affirmed for securities
available under the shelf registration:

   Endurance Specialty Holdings, Ltd.

   -- "bbb-" on senior unsecured;
   -- "bb+" on subordinated; and
   -- "bb" on preferred stock

   Endurance Holdings Capital Trust I Ltd.-(guaranteed by
   Endurance Specialty Holdings)

   -- "bb" on preferred securities

   Endurance Holdings Capital Trust II Ltd.-(guaranteed by
   Endurance Specialty Holdings)

   -- "bb" on preferred securities


SEA CONTAINERS: Appaloosa Acquires 1.5MM Shares of Common Stock
---------------------------------------------------------------
David A. Tepper, sole stockholder and president of Appaloosa
Partners Inc., disclosed in a regulatory filing with the U.S.
Securities and Exchange Commission that on Jan. 24, he acquired
1,500,000 shares of Sea Containers Ltd. Class A Common Stock at
US$1.6167 per share.

Appaloosa Partners is the general partner of, and Mr. Tepper
owns a majority of the limited partnership interests of,
Appaloosa Management L.P.

Appaloosa Management is the general partner of Appaloosa
Investment Limited Partnership I, and acts as an investment
advisor to Palomino Fund Ltd.

Immediately following the reported transactions, 862,180 Class A
Common Shares are held by Appaloosa Investment and 597,820 Class
A Common Shares are held by Palomino.  Each of the reporting
persons disclaims beneficial ownership of the Class A Common
Shares of Sea Containers except to the extent of their pecuniary
interest.

The reporting persons may be deemed to constitute a "group"
within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended, that beneficially owns more
than 10% of the outstanding shares of the Common Stock.

As of Oct. 31, 2005, there were approximately 26,145,000
shares of Sea Containers Ltd. common stock outstanding.

                    About Sea Containers

Headquartered in Hamilton, Bermuda, Sea Containers Ltd. (NYSE:
SCRA, SCRB) -- http://www.seacontainers.com/-- provides
passenger and freight transport and marine container leasing.
Registered in Bermuda, the company has regional operating
offices in London, Genoa, New York, Rio de Janeiro, Sydney, and
Singapore.  The company is owned almost entirely by United
States shareholders and its primary listing is on the New York
Stock Exchange (SCRA and SCRB) since 1974.  On Oct. 3, 2006, the
company's common shares and senior notes were suspended from
trading on the NYSE and NYSE Arca after the company's failure to
file its 2005 annual report on Form 10-K and its quarterly
reports on Form 10-Q during 2006 with the U.S. Securities and
Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they reported
US$1.7 billion in total assets and US$1.6 billion in total
debts.  (Sea Containers Bankruptcy News, Issue No. 10;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

The Debtors' exclusive period to file a chapter 11 plan will
expire on June 12, 2007.


SEA CONTAINERS: U.S. Trustee Amends Official Panel Membership
-------------------------------------------------------------
Sea Containers 1983 Pension Scheme Aspen Trustees, Ltd., and Sea
Containers 1990 Pension Scheme have resigned from the Official
Committee of Unsecured Creditors appointed in Sea Containers,
Ltd. and its debtor-affiliates' chapter 11 case.

Accordingly, Kelly Beaudin Stapleton, United States Trustee for
Region 3, amends her appointment of the creditors to reflect the
five creditors who will serve on the SCL Creditors Committee.

The Committee is now composed of:

   1. Bank of New York
      101 Barclay Street-8 West
      New York, NY 10286
      Attn: Martin Feig, Vice President
      Phone: (212) 815-5385
      Fax: (732) 667-4767

   2. HSH Nordbank AG
      Gerhart-Hauptmann-Platz 50
      Hamburg, Germany D20095
      Attn: Jorg-Rainer Kalz
      Phone: (9) 40-3333-13561
      Fax: (9) 40-3333-13561

   3. Trilogy Capital LLC
      2 Pickwick Plaza
      Greenwich, CT 06830
      Attn: Barry D. Kupferberg
      Phone: (203) 971-3420
      Fax: (203) 971-3499

   4. Dune Capital LLC
      c/o Dune Capital Management LP
      623 Fifth Avenue, 30th Floor
      New York, NY 10022
      Attn: Andrew B. Cohen
      Phone: (212) 301-8308
      Fax: (646) 885-2473

   5. Mariner Investment Group, Inc.
      500 Mamaroneck Avenue, Suite 101
      Harrison, NY 10528
      Attn: Adam S. Cohen
      Phone: (914) 798-4234
      Fax: (914) 777-3363

David L. Buchbinder, Esq., remains the trial attorney assigned
to Sea Containers' case.

Official creditors' committees have the right to employ legal
and accounting professionals and financial advisors, at the
Debtors' expense.  They may investigate the Debtors' business
and financial affairs.  Importantly, official committees serve
as fiduciaries to the general population of creditors they
represent.  Those committees will also attempt to negotiate the
terms of a consensual chapter 11 plan -- almost always subject
to the terms of strict confidentiality agreements with the
Debtors and other core parties-in-interest.  If negotiations
break down, the Committee may ask the Bankruptcy Court to
replace management with an independent trustee.  If the
Committee concludes reorganization of the Debtors is impossible,
the Committee will urge the Bankruptcy Court to convert the
chapter 11 cases to a liquidation proceeding.

                    About Sea Containers

Headquartered in Hamilton, Bermuda, Sea Containers Ltd. (NYSE:
SCRA, SCRB) -- http://www.seacontainers.com/-- provides
passenger and freight transport and marine container leasing.
Registered in Bermuda, the company has regional operating
offices in London, Genoa, New York, Rio de Janeiro, Sydney, and
Singapore.  The company is owned almost entirely by United
States shareholders and its primary listing is on the New York
Stock Exchange (SCRA and SCRB) since 1974.  On Oct. 3, 2006, the
company's common shares and senior notes were suspended from
trading on the NYSE and NYSE Arca after the company's failure to
file its 2005 annual report on Form 10-K and its quarterly
reports on Form 10-Q during 2006 with the U.S. Securities and
Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they reported
US$1.7 billion in total assets and US$1.6 billion in total
debts.  (Sea Containers Bankruptcy News, Issue No. 10;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

The Debtors' exclusive period to file a chapter 11 plan will
expire on June 12, 2007.


SEA CONTAINERS: Court OKs Bingham as Counsel to Services Panel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Sea
Containers Ltd. and its debtor-affiliates' chapter 11 cases
obtained authority from the Honorable Kevin J. Carey of the U.S.
Bankruptcy Court for the District of Delaware to retain Bingham
McCutchen, Morris, Nichols, Arsht & Tunnell LLP, as its counsel
serving in the Services Committee, nunc pro tunc to
Oct. 26, 2006.

As reported in the Troubled Company Reporter on Jan. 25, 2007,
the Creditors Committee sought Court approval to retain Bingham
McCutchen LLP as counsel to its financial members sub-committee.
The U.S. Trustee had indicated that it would be appointing a
Services Committee, after the Creditors Committee requested the
appointment of a separate committee to represent the interests
of the unsecured creditors of Sea Containers Services Ltd.

Among other things, Bingham McCutchen is expected to:

    a. provide legal advice with respect to the Creditors
       Committee's rights, powers, and duties in the bankruptcy
       cases;

    b. represent the Creditors Committee at all hearings and
       other proceedings;

    c. advise and assist the Creditors Committee in discussions
       with the Debtors and other parties-in-interest, as well
       as professionals retained by any of the parties,
       regarding the overall administration of the bankruptcy
       cases;

    d. assist the Creditors Committee in analyzing the claims of
       the Debtors' creditors and in negotiating with those
       creditors;

    e. assist with the Creditors Committee's investigation of
       the assets, liabilities, and financial condition of the
       Debtors and of the operations of their businesses;

    f. assist the Creditors Committee in its analysis of, and
       negotiations with, the Debtors or any third party
       concerning matters related to, among other things,
       formulating the terms of a plan or plans of
       reorganization for the Debtors;

    g. assist and advise the Creditors Committee with respect to
       their communications with the general creditor body
       regarding matters in the bankruptcy cases;

    h. review and analyze on behalf of the Creditors Committee
       all pleadings, orders, statements of operations,
       schedules, and other legal documents;

    i. prepare on behalf of the Creditors Committee of all
       pleadings, orders, reports and other legal documents as
       may be necessary in furtherance of the Creditors
       Committee's interests and objectives; and

    j. perform all other legal services for the Creditors
       Committee that may be necessary and proper to facilitate
       the Committee's discharge of its duties in the bankruptcy
       cases and any related proceedings.

Bingham McCutchen's services will be paid according to its
customary hourly rates:

                                U.S.-based        UK-based
                               Hourly Rates     Hourly Rates
                               ------------    ---------------
   Partners and Of Counsel    US$445 - $850    GBP400 - GBP540
   Counsel and Associates     US$175 - $535    GBP210 - GBP390
   Paraprofessionals          US$100 - $315    GBP110 - GBP130

The principal attorneys and paralegal designated to represent
the Debtors and their current hourly rates are:

   Professional               Designation         Hourly Rate
   ------------               -----------         -----------
   Barry G. Russell, Esq.       Partner              GBP535
   Ronald J. Silverman, Esq.    Partner              US$750
   Tom Bannister, Esq.          Partner              GBP460
   Abigail Milburn, Esq.        Counsel              GBP255
   Scott K. Seamon, Esq.       Associate             US$470
   Stacy A. Lopez, Esq.        Associate             GBP240
   Flora Ahn, Esq.             Associate             US$265

Ronald L. Silverman, Esq., a partner of Bingham McCutchen,
assures the Court that his firm is a "disinterested person" as
that phrase is defined in Section 101(14) of the Bankruptcy
Code.  Bingham McCutchen does not hold or represent any interest
adverse to the Debtors' estates with respect to the matters for
which it is to be retained.

                   About Sea Containers

Headquartered in Hamilton, Bermuda, Sea Containers Ltd. (NYSE:
SCRA, SCRB) -- http://www.seacontainers.com/-- provides
passenger and freight transport and marine container leasing.
Registered in Bermuda, the company has regional operating
offices in London, Genoa, New York, Rio de Janeiro, Sydney, and
Singapore.  The company is owned almost entirely by United
States shareholders and its primary listing is on the New York
Stock Exchange (SCRA and SCRB) since 1974.  On Oct. 3, 2006, the
company's common shares and senior notes were suspended from
trading on the NYSE and NYSE Arca after the company's failure to
file its 2005 annual report on Form 10-K and its quarterly
reports on Form 10-Q during 2006 with the U.S. Securities and
Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they reported
US$1.7 billion in total assets and US$1.6 billion in total
debts.  The Debtors' exclusive period to file a chapter 11 plan
of reorganization expires on June 12, 2007.  (Sea Containers
Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)




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


* BOLIVIA: Gov't Establishing Exploration & Production Office
-------------------------------------------------------------
A Bolivian hydrocarbons ministry spokesperson told Business News
Americas that the government will set up an exploration and
production office in Camiri, Santa Cruz, as part of a deal
reached with local residents.

BNamericas relates that the agreement was reached after over a
week of protests by local residents demanding increased
government investment and job creation.  Camiri residents took
over the installations of local gas transporter Transredes and
local distributor Compania Logistica de Hidrocarburos de
Bolivia, causing the government to lose US$35,000 per hour.

Under the deal, the government will also set up an office of
Petroandina, a joint venture made up of state oil Yacimientos
Petroliferos Fiscales Bolivianos and Petroleos de Venezuela SA,
its Venezuelan counterpart, BNamericas notes.

According to BNamericas, the new offices will be part of
government plans to restructure the hydrocarbons sector.

News agency Agencia Boliviana de Informacion said in a report
that the government agreed to build a US$100-million gas liquids
separation refinery in Camiri with the capacity to produce 1,000
tons per day of liquefied petroleum gas.

Yacimientos Petroliferos had disclosed plans to work with
Petroleos de Venezuela to develop a US$100-million plant in
Yacuiba, which would process 300 million cubic feet per day of
natural gas to produce 309 tons per day of liquefied petroleum
gas and 854 barrels per day natural gasoline.  A similar project
would follow, BNamericas states.

                        *    *    *

Fitch Ratings assigned these ratings on Bolivia:

                     Rating     Rating Date
                     ------     -----------
   Country Ceiling    B-       Jun. 17, 2004
   Long Term IDR      B-       Dec. 14, 2005
   Local Currency
   Long Term Issuer
   Default Rating     B-       Dec. 14, 2005


* BOLIVIA: Gov't Meeting with Jindal People for El Mutun Accord
---------------------------------------------------------------
Representatives from the Bolivian government will discuss with
Jindal Steel & Power officials the details of the exploitation
contract for El Mutun iron field, The Telegraph reports.

The Telegraph relates that Jindal Steel won in 2006 development
rights of 20 billion tons of iron ore reserves at Bolivian
mines.

According to The Telegraph, El Mutun mines are among the largest
in the world with an estimated 40 billion tons of iron ore
reserves.

However, Jindal Steel suffered a setback when the government
accused the firm of rejecting some of the clauses in the
contract, The Telegraph notes.  The Bolivian government was also
not interested on subsidizing natural gas as requested by Jindal
Steel.

The Telegraph underscores that the Bolivian government and
Jindal Steel will discuss during the meeting the price of
natural gas and other issues that has led to a setback by the
company.

According to reports, if the talks between the two parties fail,
the Bolivian government will look at other alternatives,
including taking in new partners.  Tata Steel was deemed to be
interested in the mines, as the El Mutun mines could become
important for the firms after acquiring Corus Group Plc.

Jindal Steel disclosed investment of US$2.3 billion over the
next decade for mining and steel plant construction in Bolivia.
Company chief Naveen Jindal planned to establish a wholly owned
subsidiary in Bolivia for this purpose, The Telegraph states.

                        *    *    *

Fitch Ratings assigned these ratings on Bolivia:

                     Rating     Rating Date
                     ------     -----------
   Country Ceiling    B-       Jun. 17, 2004
   Long Term IDR      B-       Dec. 14, 2005
   Local Currency
   Long Term Issuer
   Default Rating     B-       Dec. 14, 2005




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


ALCATEL-LUCENT: To Aid Freescale with Fiber-to-the-Home Adoption
----------------------------------------------------------------
Alcatel-Lucent and Freescale Semiconductor, Inc., disclosed
their plan to facilitate the adoption of fiber-to-the-home
technologies by making available jointly developed GPON
technology and interoperability specifications to vendors of
terminal equipment worldwide.

Through an agreement with Freescale Semiconductor, terminal
vendors will now be able to license critical technologies,
including reference designs and support, for gigabit passive
optical networking or GPON that is compliant with Alcatel-
Lucent's 7342 ISAM fiber-to-the-user or FTTU product family.
In addition, and under a separate agreement, Alcatel-Lucent will
offer support services required to promote interoperability.

"Alcatel-Lucent has been a long-standing promoter of the Full
Service Access Network Group's efforts to standardize GPON and
this should come as no great surprise given our market position
in broadband access," says Dirk Van den Berghen, President of
Alcatel-Lucent's access activities.  "It is fully expected that
this move will help eliminate industry barriers toward multi-
vendor interoperability and enable service providers to select
GPON terminal equipment in nearly any configuration they desire
at competitive prices."

As part of this program, manufacturers of GPON terminal
equipment will be able to procure system-on-a-chip or SOC
silicon from industry leader Freescale Semiconductor.  Freescale
and Alcatel-Lucent had already partnered in 2005 to deliver the
first available GPON interface using a combination of Freescale
and Alcatel-Lucent intellectual property. Through the use of a
reference design and support services, vendors will now be able
to ensure interoperability of GPON optical network terminals.

"Freescale's ongoing collaboration with Alcatel-Lucent gives
customers access to exceptional software and systems expertise
while helping to drive industry-wide adoption of advanced fiber-
to-the-home technology," said Lynelle McKay, Senior Vice
President and General Manager of Freescale's Networking and
Computing Systems Group.  "This important technology milestone,
a result of combining Freescale's GPON SoC capabilities with
Alcatel-Lucent's broadband system leadership, ultimately
benefits subscribers who can look forward to a greater choice of
broadband services in the future."

Alcatel-Lucent is a leading provider of DSL, having shipped over
115 million lines, and a leading manufacturer of fiber-to-the-
home equipment with more than 60 deployments.  Alcatel-Lucent's
GPON equipment is comprised of the 7342 Intelligent Services
Access Manager fiber-to-the-user system, which has received
worldwide adoption.

The Full Service Access Network Group is a forum for the world's
leading telecommunications services providers and equipment
suppliers to work towards a common goal of truly broadband
access networks.

                About Freescale Semiconductor

Based in Austin, Texas, Freescale Semiconductor, Inc. (NYSE:FSL)
(NYSE:FSL.B) -- http://www.freescale.com/-- designs and
manufactures embedded semiconductors for the automotive,
consumer, industrial, networking and wireless markets.
Freescale Semiconductor became a publicly traded company in July
2004.  The company has design, research and development,
manufacturing or sales operations in more than 30 countries.  In
Latin America, Freescale Semiconductor has operations in
Argentina, Brazil and Mexico.

                   About Alcatel-Lucent

Headquartered in Paris, France, Alcatel-Lucent
-- http://www.alcatel-lucent.com/-- provides solutions that
enable service providers, enterprises and governments worldwide,
to deliver voice, data and video communication services to end
users.  Through its operations in fixed, mobile and converged
broadband networking, Internet protocol (IP) technologies,
applications, and services, Alcatel-Lucent offers the end-to-end
solutions that enable communications services for people at
home, at work and on the move.  The company has operations in
Brazil and Indonesia.

On Nov. 30, 2006, Alcatel and Lucent Technologies Inc. completed
their merger transaction, and began operations as a
communication solutions provider under the name Alcatel-Lucent
on Dec. 1, 2006.

                        *     *     *

As reported on Dec. 14, 2006, following the completion of
Alcatel S.A.'s merger with Lucent Technologies Inc., at which
time Alcatel was renamed Alcatel-Lucent, Fitch Ratings
downgraded and removed Alcatel from Rating Watch Negative:

   -- Issuer Default Rating to BB from BBB-; and
   -- Senior unsecured debt to BB from BBB-.

Alcatel's F3 short-term rating has also been withdrawn.

The Rating Outlook for Alcatel-Lucent is Stable.

Fitch has also withdrawn the following Lucent ratings due to the
lack of clarity regarding Alcatel's support and, therefore,
expected recovery of these securities in a distressed scenario:

   -- Issuer Default Rating BB-;
   -- Senior unsecured debt BB-;
   -- Convertible subordinated debt B; and
   -- Convertible trust preferred securities B.

Moody's Investors Service downgraded to Ba2 from Ba1 the
Corporate Family Rating of Alcatel S.A., which has completed its
merger with Lucent Technologies Inc. and was renamed to Alcatel-
Lucent.  The ratings for senior debt of Alcatel were equally
lowered to Ba2 from Ba1 and its Not-Prime rating for short-term
debt was affirmed.

At the same time, Moody's raised the ratings for senior debt of
Lucent to Ba3 from B1 reflecting both the standalone credit
profile of Lucent and, given the strategic importance of Lucent
to round-off the group's product range and regional presence,
expected financial support from Alcatel-Lucent, although this is
not formally committed at this time.  The ratings for the other
legacy debt of Lucent were raised to B2 from B3 for subordinated
debt and trust preferreds, and to P(B3) from P(Caa1) for
preferred stock issuable under its shelf registration.


BANCO BRADESCO: Increasing Interest on Own Capital by 10%
---------------------------------------------------------
Banco Bradesco's Board Of Directors approved a proposal of the
Board of Executive Officers to increase by 10% the amount of the
Monthly Interest on Own Capital, paid in advance to the
stockholders, in conformity with the Monthly Compensation
System, increasing them from BRL0.032775000 to BRL0.036052500
for the common stocks and from BRL0.036052500 to BRL0.039657750
for the preferred stocks, effective as from the Interest
referring to March 2007, payable on April 2, 2007, to
stockholders of record at the close of business on
March 1, 2007.

The payment will be made by the net amount of BRL0.030644625 for
the common stocks and BRL0.033709088 for the preferred stocks,
after deduction of Withholding Income Tax of 15%, except for the
legal entity stockholders that are exempted from this taxation,
which will receive according to the declared gross amount.

Banco Bradesco resolved to submit to the company's stockholders
at the Annual Meeting to be called on March 12, 2007, the
proposal for increasing the capital stock in the amount of
BRL3.8 billion, from BRL14.2 billion to BRL18 billion, by using
part of the balance of the "Profit Reserve - Statutory Reserve"
account, attributing to the company's stockholders, free of
charge, as bonus stock held, 1 new stock, of the same type, for
each stock held.  The bonus stock held will be disclosed to the
market by Bradesco, after the process is approved by the
Brazilian Central Bank.

Simultaneous to the operation in the Brazilian Market, and in
the same proportion, the bonus stock will benefit the Depositary
Receipts in the U.S. (NYSE) and European (Latibex) Markets, as
investors will receive 1 new DR for each DR held, which will
continue to be traded at the ratio of 1 preferred stock for 1
DR, in the respective markets.

The operation aims at adjusting the price of the stocks in the
market to a more attractive level for trading, providing an
improved liquidity to the shares, not implying an increase in
the distribution of monthly dividends and/or interest on own
capital.

The monthly interest on own capital to be declared after
including the bonus stock in stockholders' positions will be
adjusted, from BRL0.036052500 to BRL0.018026250 for the common
stocks and from BRL0.039657750 to BRL0.019828875 for the
preferred stocks, so that the stockholders will continue
receiving equal amount of Interest.

Current stocks issued by the company will continue to be traded,
entitled to bonus stocks, and new stocks will be made available
for trading after the approval by the Brazilian Central Bank and
included in the stockholders' position.

The unit price to be attributed to the bonus stocks will be
disclosed  on the meeting.

                    Bonus Stock Rights

Stocks resulting from the bonus stock will be entitled to
monthly dividends and interest on own capital, and possibly
complementary dividends and interests to be declared as from the
date the new stocks are included in the stockholders' position.
Those stocks will also be fully entitled to possible advantages
attributed to other stocks as from the referred date on.

Headquartered in Sao Paulo, Brazil, Banco Bradesco S.A. Banco --
http://www.bradesco.com.br/-- prides itself on serving low-and
medium-income individuals in Brazil since the 1960s.  Bradesco
is Brazil's largest private bank, with more than 3,000 banking
branches, and also a leader in insurance and private pension
management.  Bradesco has branches throughout Brazil as well as
one in New York, and Japan.  Bradesco offers Internet banking,
insurance, pension plans, annuities, credit card services
(including football-club affinity cards for the soccer-mad
population), and Internet access for customers.  The bank also
provides personal and commercial loans, along with leasing
services.

                        *     *     *

As reported on Jan. 26, 2007, Fitch Ratings placed these ratings
assigned to Banco BMC SA on Rating Watch Positive:

   -- Local foreign currency long-term Issuer Default Rating
      'B-';
   -- Foreign currency long-term IDR 'B-';
   -- Local currency short-term 'B';
   -- Fixed-rate notes issuance maturing 2008 'B-/RR4';
   -- Support '5';
   -- National Short-Term rating 'F3(bra)'; and
   -- National long-term rating 'BBB-(bra)'.

In addition, Fitch affirmed BMC's:

   -- Individual rating at 'D/E'; and
   -- Foreign currency short-term at 'B'.

At the same time, Fitch also affirmed these IDRs on Bradesco,
with a Stable Outlook:

   -- Long-term foreign currency at 'BB+';
   -- Long-term local currency at 'BBB-';
   -- Individual rating at 'B/C';
   -- Local currency short-term at 'F3';
   -- Short-term at 'B';
   -- Support rating of '4';
   -- National short-term rating 'F1+(bra)'; and
   -- National long-term rating 'AA+(bra)'.

As reported on Nov. 30, 2006, Moody's Investors Service upgraded
these ratings of Banco Bradesco SA:

   -- long-term foreign currency deposits to Ba3 from B1; and

   -- long- and short-term global local currency deposit
      ratings to A1/Prime from A3/Prime-2.

Moody's said the ratings outlook is stable.


CENTRAIS ELETRICAS: Posts US$1.4 Billion in Investments for 2006
----------------------------------------------------------------
Centrais Eletricas Brasileiras SA, or Eletrobras, made a US$1.4
billion (BRL3 billion) investment in the electricity sector,
Business News Americas reports, citing a company representative.

The company only used 67% of the BRL4.5 billion it had allocated
for last year, the same report says.

Business News Americas says investments were made through
Eletrobras' operational units: Chesf, Eletronorte,
Eletronuclear, Eletrosul and Furnas.

According to BNamericas, the group often holds back investments
to comply with the federal government's budget control program.
For this year, Eletrobras budgeted BRL5.6 billion for
investments.

Industry observers quoted by BNamericas commented that the
higher budget indicates the Brazilian government wants
Eletrobras to take the leading position in the country's power
sector, especially for generation and transmission projects.

Headquartered in Brasilia, Brazil, Centrais Eletricas
Brasileiras SA aka Eletrobras -- http://www.eletrobras.gov.br/
-- operates in the electric power sector.  The objective of
Eletrobras is to perform activities involving studies, projects,
construction and operation of electric power plants,
transmission and distribution lines as well as underlying trade
operations.  Eletrobras has also an objective to assist the
Ministry of Mines and Energy in designing Brazil's electric
energy policy.  It engages areas involving granting loans and
financing, providing guarantees, locally or abroad, and
acquiring debentures of companies and holders of public electric
power services under their control; providing loans and
guarantees, locally or abroad, for technical and scientific
research institutions; and promoting and supporting researches
relating to the power sector, linked the generation,
transmission and distribution of electric power, as well as
studies involving the exploitation of hydrographical basins for
various purposes.

                        *    *    *

As previously reported on Nov. 28, 2006, Standard & Poor's
Ratings Services changed the rating outlooks on Centrais
Eletricas Brasileiras S.A. aka Eletrobras to positive from
stable:

   -- Foreign currency corporate credit rating:

      * to BB/Positive/-- from  BB/Stable/--

   -- Local currency corporate credit rating

      * to BB+/Positive/-- from BB+/Stable/--
     * Long-Term Foreign Issuer Credit, BB; and
     * Long-Term Local Issuer Credit, BB+.


COMPANHIA SIDERURGICA: Itaguai Feasibility Study Due in March
-------------------------------------------------------------
Companhia Siderurgica Nacional's feasibility study for a 4.5
metric ton per year slab project in Itaguai will be ready by
March, a company representative told Business News Americas.
The company previously said the study was to be completed in
December 2006.

"There was a slight delay in the study," the spokesperson
explained to BNamericas, adding that it is "not related to a
specific cause or event.  The idea is to have the study
concluded by the first quarter of 2007."

The study was conducted under a partnership signed by Companhia
Siderurgica with Chinese steelmaker Baosteel, in which the Asian
steel producer could acquire a 25% stake in the plant,
BNamericas relates.

Companhia Siderurgica Nacional is one of the lowest-cost steel
producers in the world, which is a result of its access to
proprietary, high-quality iron ore (at the Casa de Pedra mine);
self-sufficiency in energy; streamlined facilities; and
logistics advantages.  This is in addition to the group's strong
market position in the fairly concentrated steel industry in
Brazil.

                        *    *    *

As reported on Feb. 2, 2007, Standard & Poor's Ratings Services
affirmed its 'BB' local- and foreign-currency corporate credit
ratings on Brazil-steel maker Companhia Siderurgica Nacional or
CSN and removed them from CreditWatch, where they were placed on
Nov. 17, 2006, with negative implications.  S&P said the outlook
is stable.


GERDAU SA: International Growth Boosts Revenue to BRL27.5 Bil.
--------------------------------------------------------------
International growth boosted the Gerdau Group's consolidated
sales revenue to BRL27.5 billion, 7.2% higher than the BRL25.6
billion recorded in 2005.  In dollar terms, sales revenue was up
17.4% to US$12.9 billion, due to the 8.7% rise in the value of
the Brazilian real against the US dollar.  During the year,
acquisitions totaled US$1 billion, representing 50% of the
investments carried out.  Four companies were purchased in the
United States:

   -- Callaway Building Products,
   -- Fargo Iron and Metal Company,
   -- Sheffield Steel and
   -- Pacific Coast Steel

and one in Peru (Siderperu), together with a 40% stake in
Corporacion Sidenor of Spain.  Corporacion Sidenor also assumed
control of the Spanish steelmaker GSB Acero.

"The Gerdau Group will continue to build on its strategy of
being an agent of consolidation in the steel industry, seeking
acquisition opportunities in a range of markets.  The challenge
is to boost competitiveness and scale in such a way as to ensure
growth with profitability, market leadership, operation in
diverse sectors of the steel industry and presence in a range of
countries," said CEO Andre Gerdau Johannpeter.  Mr. Johannpeter
took over the position of CEO on Jan. 1, 2007, marking a new
phase in the corporate governance of the Gerdau Group.

Increased demand in the Brazilian market also contributed to the
Group's performance.  In 2006, 46.3% of total revenue was
generated in Brazil, 41.3% in North America, 9.4% in South
America (other than Brazil), and 3.0% in Spain.  Consolidated
net profit totaled BRL3.5 billion, up 7.6% from 2005.  In dollar
terms, net profits were up 17.8% to US$ 1.6 billion.

In 2006, physical sales of steel products were up 9.4% to 14.8
million metric tons.  As a result, production of steel (slabs,
blooms and billets) grew 13.9% to 15.6 million metric tons, with
rolled products up 17.7% to 12.7 million metric tons.

Gerdau units sales on the Brazilian market totaled 4 million
metric tons (up 12.6% from 2005), mainly as a result of growth
in civil construction.

In order to meet domestic demand, export shipments from Brazil
were reduced to 2.9 million metric tons, generating revenue of
US$1.2 billion.

In North America, sales totaled 6.7 million metric tons, up 5.0%
2005.  Steel production totaled 6.8 million metric tons (up
8.1%) and rolled products totaled 6.5 million metric tons (up
5.7%).

In 2006, the units in Argentina, Chile, Colombia, Peru and
Uruguay sold a total of 1.5 million metric tons, representing an
increase of 92.8%. As a result, steel production also increased,
from 534,000 to 1.2 million metric tons. Output of rolled
products was up 121.0%, to 1.4 million metric tons, due
primarily to consolidation of companies purchased in the region
in the last two years.

           Investments Will Total US$4 billion by 2009

In 2006, the Gerdau Group invested US$ 2 billion, half in
expansion and upgrading of existing mills and the other half in
acquisitions.  The main investments in increased production
capacity took place as part of the ongoing expansion at Gerdau
Acominas, from 3 million to 4.5 million metric tons per year,
and in the construction of the rolling mill at Gerdau Sao Paulo,
which has been completed.

In the next three years, the Gerdau Group plans to invest US$4
billion:

   -- US$2.4 billion in Brazil and
   -- US$1.6 billion in other countries.

These funds will go towards ongoing expansion of production
capacity and technological upgrades, as well as new projects to
be approved over the next three years.  This sum does not
include investments in acquisitions.

With these investments, the Gerdau Group's steel production
capacity will grow from 19.2 million to 21.6 million metric tons
per year.  With over 60% of the investments being made by 2009,
the units in Brazil will have capacity boosted by 14%, from 9.2
million to 10.6 million metric tons.  In the other countries,
the increase will be about 10%, from 10 million to 11 million
metric tons.

                 Gerdau Is Investment Grade

In January, Gerdau S.A. was rated as investment grade by Fitch
Ratings, one of the world's largest risk assessment agencies.
This classification is higher than that of the Brazilian
government.

Gerdau thus becomes part of the select group of Brazilian
companies at this high level of trustworthiness on the financial
market.  This will reduce the cost of raising investment funds,
boost credibility with global institutional investors and
contribute to the company's positive image on the share market.

Headquartered in Porto Alegre, Brazil, Gerdau SA --
http://www.gerdau.com.br/-- produces and distributes crude
steel and related long rolled products, drawn products, and long
specialty products.  In addition to Brazil, Gerdau operates in
Argentina, Canada, Chile, Colombia, Uruguay and the United
States.

Gerdau's four majority-owned Brazilian operating subsidiaries
are:

   -- Acominas,
   -- Gerdau Acos Longos SA,
   -- Gerdau Acos Especiais SA and
   -- Gerdau Comercial de Acos SA;

                        *    *     *

As reported on Dec. 6, 2006, Moody's Investors Service upgraded
the global local currency corporate family rating of Gerdau SA
to Ba1 from Ba2, following the upgrade to Ba1 from Ba2 of Gerdau
Ameristeel Corp., the group's operational subsidiary in North
America that represents some 46% of consolidated revenues and
34% of group's EBITDA.  Moody's said the rating outlook is
stable.


GERDAU SA: Paying Quarterly Dividends on March 6
------------------------------------------------
Gerdau Group's shareholders of its listed companies in Brazil
will receive on March 6, 2007, dividends for the fourth quarter
of 2006, based on shares held on Feb. 21.

Metalurgica Gerdau S.A. will pay BRL110.4 million (BRL0.60 per
share) and Gerdau S.A., BRL231.9 million (BRL0.35 per share).
Dividends for the year totaled BRL416.3 million for Metalurgica
Gerdau and BRL895.1 million for Gerdau.

Headquartered in Porto Alegre, Brazil, Gerdau SA --
http://www.gerdau.com.br/-- produces and distributes crude
steel and related long rolled products, drawn products, and long
specialty products.  In addition to Brazil, Gerdau operates in
Argentina, Canada, Chile, Colombia, Uruguay and the United
States.

Gerdau's four majority-owned Brazilian operating subsidiaries
are:

   -- Acominas,
   -- Gerdau Acos Longos SA,
   -- Gerdau Acos Especiais SA and
   -- Gerdau Comercial de Acos SA;

                        *    *     *

As reported on Dec. 6, 2006, Moody's Investors Service upgraded
the global local currency corporate family rating of Gerdau SA
to Ba1 from Ba2, following the upgrade to Ba1 from Ba2 of Gerdau
Ameristeel Corp., the group's operational subsidiary in North
America that represents some 46% of consolidated revenues and
34% of group's EBITDA.  Moody's said the rating outlook is
stable.


KONINKLIJKE AHOLD: SEC Accuses 13 More People of Fraud at US Arm
----------------------------------------------------------------
The U.S. Securities and Exchange Commission implicated 13 more
people of abetting a massive accounting fraud at U.S.
Foodservice Inc., a unit of Koninklijke Ahold N.V., The
Associated Press reports.

Nine of the 13 individuals, who have neither admitted nor denied
the allegations, agreed to settle the case for US$25,000 each.

The charges are brought against employees of or agents for
vendor companies that supplied U.S. Foodservice, AP relates.
Around 30 people are now facing charges of aiding the alleged
fraud by signing false audit statements that enabled a US$1
billion overstatement of Ahold's earnings in 2001 and 2002.

The SEC filed fraud and other charges in the U.S. District Court
for the District of Columbia against Koninklijke Ahold N.V. and
its employees.

The SEC's complaints alleged that, as a result of the fraudulent
inflation of promotional allowances at U.S. Foodservice, the
improper consolidation of joint ventures through fraudulent side
letters, and other accounting errors and irregularities, Ahold's
original SEC filings for at least fiscal years 2000, 2001, and
the first three quarters of 2002 materially overstated net
sales, operating income, and net income.

                         About Ahold

Headquartered in Amsterdam, Koninklijke Ahold N.V. --
http://www.ahold.com/-- retails food through supermarkets,
hypermarkets and discount stores in North and South America,
Europe.  It has operations in Argentina.  The company's chain
stores include Stop & Shop, Giant, TOPS, Albert Heijn and
Bompreco.  Ahold also supplies food to restaurants, hotels,
healthcare institutions, government facilities, universities,
stadiums, and caterers.

                        *     *     *

As reported on Dec. 22, 2006, Standard & Poor's Ratings Services
revised its outlook on the Dutch food retailer and food service
distributor Koninklijke Ahold N.V. to positive from stable.  At
the same time, the 'BB+/B' long- and short-term corporate credit
ratings were affirmed.

Moody's Investors Service and Standard and Poor's has assigned
low-B ratings to the company's 5.625% senior notes due 2007.
Also, the company's 5.875% senior unsubordinated notes due 2008
and 6.375% senior unsubordinated notes due 2007 carry Moody's,
S&P's and Fitch's low-B ratings.


METSO CORP: Posts Strong Results for Full Year 2006
---------------------------------------------------
Metso Corp. reported financial results for fourth quarter and
full year 2006.

                       2006 Highlights

   * In 2006, new orders worth EUR5,705 million were received
     (EUR4,745 million in 2005).

   * At year's end, the order backlog was EUR3,737 million
     (EUR2,350 million at Dec. 31, 2005).  This includes EUR727
     million order backlog of the Pulping and Power businesses
     acquired from Aker Kvaerner.  The acquired businesses were
     consolidated into Metso's balance sheet on Dec. 31, 2006.

   * Net sales increased by 17% and totaled EUR4,955
     million (EUR4,221 million).

   * Operating profit was EUR457.2 million, 9.2% of net sales
     (EUR335.0 million and 7.9%).

   * Nonrecurring deferred tax assets of EUR87 million were
     recognized through the income statement.

   * Earnings per share from continuing operations were EUR2.89
     (EUR1.57).

   * Free cash flow was EUR327 million (EUR106 million).

   * Return on capital employed (ROCE) was 22.2% (18.8%).

   * The Board proposes a dividend of EUR1.50 per share.

           Highlights of the Last Quarter of 2006

   * New orders worth EUR1,557 million were received in
     October-December (EUR1,537 million in Q4/05).

   * Net sales increased by 23% and totaled EUR1,538
     million (EUR1,254 million in Q4/05).

   * Operating profit was EUR125.0 million, 8.1% of net sales
     (EUR101.5 million and 8.1% in Q4/05).

   * In the final quarter, a nonrecurring deferred tax asset of
     EUR30 million was recognized in the income statement.

   * Earnings per share from continuing operations were EUR0.86
     (EUR0.47 in Q4/05).

"Year 2006 was a year of consistent profitable growth for Metso.
The favorable market situation prompted brisk order intake
throughout our businesses.  Our net sales clearly exceeded our
over 10% growth target for a second year in a row, and our
operating profit improved substantially," says Jorma Eloranta,
Metso Corp.'s president and CEO.

Also the outlook for 2007 is positive, "We have started the year
with a very solid order backlog out of which over 80% is
scheduled to be delivered this year.  Furthermore, we expect the
overall favorable demand for our products to continue, which
give us confidence that our net sales growth will remain
strong," Ms. Eloranta notes.

"Of course, we still see opportunities to improve our
performance.  Aftermarket development, continuous improvement of
productivity and further cutting of non-quality costs remain on
our agenda as means to further boost our profitability.  In
addition, we will be investing in supply chain management and in
securing our delivery capability to respond to the growth
especially in Metso Minerals and Metso Automation.  We continue
to strengthen our presence in the emerging markets to secure
Metso's longer-term development."

According to Eloranta, the integration of Pulping and Power
businesses, acquired from Aker Kvaerner in the end of 2006, is
proceeding according to plans.  "The acquisition will
significantly improve our capabilities as a full-scope supplier
to the pulp and paper industries.  Furthermore, we see very
promising business opportunities in the power industry and
biomass technology."

                     Short-term Outlook

The overall market situation for Metso is expected to remain
favorable in 2007.

The overall market outlook for Metso Paper is expected to be
satisfactory in 2007.  The demand for new fiber and tissue lines
as well as related rebuilds and aftermarket services is expected
to slightly soften from the good level in 2006, except for South
America and Asia where the markets for new fiber lines are
expected to remain good.  The demand for new paper and board
machines, as well as rebuilds and aftermarket services is
expected to remain satisfactory also in 2007.  The strong demand
is expected to continue in Asia.  The demand for power
production solutions, especially related to biomass utilization,
is expected to remain excellent.

Metso Minerals' markets for both new equipment and aftermarket
services are expected to remain excellent in mining and metal
recycling.  In the mining industry, the trend is towards large
equipment and projects. The demand for Metso Minerals' new
equipment for the construction industry is expected to soften
from excellent to good in 2007.  This is mainly due to the
leveling-off of North American aggregates demand.  On the other
hand, the demand for aftermarket services within construction
segment is expected to continue excellent thanks to the active
spare and wear part markets for the installed base.

The demand for Metso Automation's process automation systems for
the pulp and paper industry is estimated to get slightly
stronger.  The demand for flow control systems is expected to
continue good in the pulp and paper industry and excellent in
the power, oil and gas industry.  The markets for process
automation systems in the power industry are expected to
continue to be good.

Thanks to the strong order backlog, continuing favorable market
situation and the expanded business scope, Metso's net sales in
2007 are estimated to grow by more than 20% on 2006, and the
operating profit is estimated to clearly improve.  At present,
it is estimated that the operating profit margin in 2007 will be
slightly below Metso's over 10% target.  This is primarily due
to the high first-year amortization of intangible assets,
integration costs and only partially materializing synergy
benefits related to the acquisition of the Pulping and Power
businesses.

The estimates concerning Metso's net sales and operating profit
do not include changes resulting from any future acquisitions or
divestitures.

Headquartered in Helsinki, Finland, Metso Corp. aka Metso Oyj --
http://www.metso.com/-- is a global engineering and technology
corporation with 2005 net sales of around EUR4.2 billion.  Its
22,000 employees in more than 50 countries serve customers in
the pulp and paper industry, rock and minerals processing, the
energy industry and selected other industries.

The company's principal production plants are located in Brazil,
China, Finland, France, Germany, India, Italy, South Africa,
Sweden, the United Kingdom and the United States.

                        *    *    *

As reported on April 11, 2006, Standard & Poor's Ratings
Services revised its outlook on Finland-based machinery and
engineering group Metso Corp. to positive from stable,
reflecting improvements in the group's operating performance and
capital structure that offer it the potential to return to a low
investment-grade rating.  The 'BB+' long-term and 'B' short-term
corporate credit ratings, as well as the 'BB' senior unsecured
debt rating on the group were affirmed.


METSO CORP: Sets Annual General Meeting on April 3
--------------------------------------------------
Metso Corp.'s shareholders are invited to the Annual General
Meeting on April 3, 2007, at 2:00 p.m. at:

          Helsinki Fair Centre
          Messuaukio 1, 00520 Helsinki

These matters will be on the agenda:

   1. The Annual General Meeting matters referred to in
      Article 11 of the Articles of Association;

   2. Amendments to the Articles of Association.

   3. Authorizing the Board of Directors to decide on the
      repurchase of the company's own shares;

      The Board of Directors proposes that the Annual General
      Meeting authorizes the board to decide on the repurchase
      of the company's own shares up to a maximum number of
      5,000,000 shares.

      The company's own shares will be repurchased using the
      non-restricted equity and will be acquired through public
      trading on the Helsinki Stock Exchange, at the share price
      prevailing at the time of acquisition.

      Metso Corp.'s own shares so acquired may be held,
      cancelled or conveyed by the company.

      The authorization to repurchase the company's own shares
      will be valid until June 30, 2008.

   4. Authorizing the Board of Directors to decide on a share
      issue;

      The Board of Directors proposes that the Annual General
      Meeting authorizes the Board of Directors to decide on
      issuing up to a maximum number of 15,000,000 new shares
      and on conveying up to a maximum number of 5,000,000 of
      the own shares held by the company, either against payment
      or for free.

      The new shares can be issued and the own shares held by
      the company conveyed to the company's shareholders in
      proportion to their present holding or by means of a
      directed issue, waiving the pre-emptive subscription
      rights of the shareholders, if there is a weighty
      financial reason for the company to do so.

      The Board of Directors would be authorized to decide on
      a free share issue also to the company itself.  The number
      of shares to be issued to the company will not exceed
      5,000,000, including the number of own shares acquired by
      the company by virtue of the authorization to repurchase
      the company's own shares.

      The subscription price of the new shares will be recorded
      in the fund of invested non-restricted equity and the
      consideration paid for the company's shares will be
      recorded in the fund of invested non-restricted equity.

      The share issue authorization is valid until
      June 30, 2008.

   5. Shareholder's proposal for election of a Nomination
      Committee.

The Ministry of Trade and Industry in Finland proposes that:

   1. The Annual General Meeting decides to establish a
      Nomination Committee to prepare proposals for the
      following Annual General Meeting concerning the
      composition of the Board of Directors and Board
      remuneration.

   2. The Chairman of the Board of Directors as an expert member
      and the representatives of the four biggest shareholders
      are elected to the Nomination Committee.  The right to
      appoint members representing shareholders is held by the
      four shareholders who on Nov. 1 prior to the Annual
      General Meeting hold the biggest part of all votes in the
      company.

      Should a shareholder choose not to use his right to
      appoint, the right to appoint is transferred to the next
      biggest shareholder.  The biggest shareholders are
      determined on the basis of the ownership information
      registered in the book-entry system.  However, the
      holdings of a shareholder who according to the Finnish
      Securities Markets Act is obliged to report certain
      changes in holdings (shareholder with a disclosure
      obligation), e.g. holdings spread over several funds, are
      added together if the shareholder notifies the company's
      Board of Directors in writing of such demand by
      Oct. 31, 2007, at the latest.

   3. The Nomination Committee is convened by the Chairman of
      the Board of Directors, and the Committee elects a
      chairman from among its members.

   4. The Nomination Committee will present its proposal to the
      company's Board of Directors no later than Feb. 1
      prior to the Annual General Meeting.

Copies of the financial statements, Board of Directors' report
and Auditors' report as well as the proposals to the Annual
General Meeting will be available for inspection by shareholders
from March 23, 2007, at Metso Corp.'s head office at:

         Fabianinkatu 9 A,
         00130 Helsinki

and on the company's web site http://www.metso.com/ Copies of
the documents will be mailed to shareholders upon request.

Shareholders who on March 23, 2007, are registered as a
shareholder in the company's shareholder register, maintained by
the Finnish Central Securities Depository Ltd., have the right
to attend the meeting.

Shareholders whose shares are registered in their account in the
book-entry system are also registered in the company's
shareholder register.  Owners of shares held under the name of a
nominee can request to be temporarily recorded in the company's
Shareholder register 10 days prior to the date of the Annual
General Meeting at the latest in order to be able to attend the
meeting.  Registration must have been made on March 23, 2007, at
the latest.

Shareholders who wish to attend the Annual General Meeting must
notify the company of their intention by 4:00 p.m. (Finnish
time) on March 29, 2007, at the latest.  Registration of notices
to attend begins on Feb. 28, 2007.  Parties-in-interest may
contact:

         Metso Corp.
         Attn: Soili Johansson
         P.O. Box 1220, FI-00101
         Helsinki, Finland
         Tel: +358 (0)108-0-8300
         Fax: +358 (0)2048 43125

The notice to attend the meeting must be received by the company
prior to the above deadline.  Any powers of attorney be
submitted to the above address prior to the above deadline.

The Nomination Committee proposes to the Annual General Meeting
that the number of Board members be seven and that of the
current Board members Svante Adde, Maija-Liisa Friman, Christer
Gardell, Matti Kavetvuo, Yrjo Neuvo and Jaakko Rauramo be re-
elected until the closing of the following Annual General
Meeting.  Moreover, the Committee proposes that Eva Liljeblom,
Professor at the Swedish School of Economics and Business
Administration, Helsinki, Finland, will be elected as a new
member of the Board of Directors for the same period.

The Committee also proposes that Matti Kavetvuo be re-elected as
Chairman and Jaakko Rauramo as Vice Chairman of the Board of
Directors.  The Committee further proposes that the annual
remuneration for the members Board of Directors be EUR80,000 for
the Chairman, EUR50,000 for the Vice Chairman and the Chairman
of the Audit Committee and EUR40,000 for the members, and that
the meeting fee including committee meetings be EUR500 per
meeting attended.

The Audit Committee has decided to recommend the election of
Authorized Public Accountants PricewaterhouseCoopers Oy as the
auditor of the company until the closing of the following Annual
General Meeting.

The Board of Directors proposes to the Annual General Meeting
that a dividend of EUR1.50 per share be paid based on the
balance sheet approved for the financial year that ended on
Dec. 31, 2006.  The dividend will be paid to shareholders
entered as shareholders in the company's shareholder register,
maintained by the Finnish Central Securities Depository Ltd., on
the dividend record date, April 10, 2007.  The dividend will be
paid on April 17, 2007.

Headquartered in Helsinki, Finland, Metso Corp. aka Metso Oyj --
http://www.metso.com/-- is a global engineering and technology
corporation with 2005 net sales of around EUR4.2 billion.  Its
22,000 employees in more than 50 countries serve customers in
the pulp and paper industry, rock and minerals processing, the
energy industry and selected other industries.

The company's principal production plants are located in Brazil,
China, Finland, France, Germany, India, Italy, South Africa,
Sweden, the United Kingdom and the United States.

                        *    *    *

As reported on April 11, 2006, Standard & Poor's Ratings
Services revised its outlook on Finland-based machinery and
engineering group Metso Corp. to positive from stable,
reflecting improvements in the group's operating performance and
capital structure that offer it the potential to return to a low
investment-grade rating.  The 'BB+' long-term and 'B' short-term
corporate credit ratings, as well as the 'BB' senior unsecured
debt rating on the group were affirmed.


METSO CORP: To Expand Share Ownership Plan for 2006-2008
--------------------------------------------------------
Metso Corp.'s board of directors has decided to change the terms
of the company's share ownership plan for 2006-2008.  The share
ownership plan will be expanded due to Metso's good financial
development and as, e.g., the Pulping and Power businesses
acquired from Aker Kvaerner have become part of Metso Corp.

In the earnings period 2007 the plan will cover over 80 Metso
managers instead of the originally planned 50 managers.  The
maximum of Metso shares to be allocated as incentives in the
earnings period 2007 is 125,500 instead of the 120,000 in the
original program.  Furthermore, it has been decided that the
share value maximum of the original incentive program, that is
used to cut the amount of grantable shares, is increased for the
shares to be used as incentives in the earnings period 2007 to
EUR48 in order to maintain the determined strive for share value
increase.  The original price limit was EUR 38.

The total maximum of shares to be allocated to the 2006-2008
incentive program is still 360,000 Metso Corp.'s shares, as was
originally decided in December 2005.  If there were a need to
deviate from the total maximum due to a significant corporate
acquisition or for any other reason, a Board resolution about a
new, separate share ownership plan would be required.  The
maximum of shares to be allocated for the 2008 earnings period
as well as the share value limit will be decided by Metso's
Board of Directors in the beginning of 2008.

          2007 Share Ownership Plan Covers 84 People

Metso's board of directors has decided to direct the 2007 share
ownership plan to a total of 84 Metso managers.  The entire
Metso Executive Team is included in the sphere of the 2007
incentive plan.

The potential reward from the plan will be based on the achieved
operating profit of Metso Corp. and its business areas in 2007.
The incentive will consist of both shares and cash, with cash
dedicated to cover possible taxes and tax-related payments. The
share ownership plan in 2007 will cover a maximum total of
125,500 shares from Metso's treasury shares.  The Metso
Executive Team's share of this total is a maximum of 26,500
shares.  If the value of Metso's share, determined as the
average price of Metso's share during the first two full weeks
of March 2008, exceeds EUR48, the number of grantable shares for
the 2007 plan will be decreased by a corresponding ratio.
Payment of the potential rewards will be decided during the
first quarter of 2008.

                Share Ownership Plan for 2006

The share ownership plan for 2006 has been specified to cover a
total of 61 Metso managers.  Based on the 2006 earnings period,
by the end of March 2007 a maximum of 100,601 shares will be
distributed, or about 0.07 percent of the all company shares.
The Metso Executive Team can be rewarded with a maximum of
25,955 shares.

If the average value of Metso's share between March 5 and
March 16, 2007, exceeds EUR38, the number of grantable shares
for the 2006 plan will be decreased by a corresponding ratio.

Metso is a global engineering and technology corporation with
2005 net sales of approximately EUR4.2 billion.  Its 25,000
employees in more than 50 countries serve customers in the pulp
and paper industry, rock and minerals processing, the energy
industry and selected other industries.

Headquartered in Helsinki, Finland, Metso Corp. aka Metso Oyj --
http://www.metso.com/-- is a global engineering and technology
corporation with 2005 net sales of around EUR4.2 billion.  Its
22,000 employees in more than 50 countries serve customers in
the pulp and paper industry, rock and minerals processing, the
energy industry and selected other industries.

The company's principal production plants are located in Brazil,
China, Finland, France, Germany, India, Italy, South Africa,
Sweden, the United Kingdom and the United States.

                        *    *    *

As reported on April 11, 2006, Standard & Poor's Ratings
Services revised its outlook on Finland-based machinery and
engineering group Metso Corp. to positive from stable,
reflecting improvements in the group's operating performance and
capital structure that offer it the potential to return to a low
investment-grade rating.  The 'BB+' long-term and 'B' short-term
corporate credit ratings, as well as the 'BB' senior unsecured
debt rating on the group were affirmed.


NET SERVICOS: Eyes 20% Boost in Revenues This Year
--------------------------------------------------
Net Servicos de Comunicacao SA chief financial officer and
director of investor relations Leonardo Pereira told Business
News Americas that the firm expects to increase its revenues by
around 20% and add 300,000 clients this year.

Mr. Pereira commented to BNamericas, "Net Servicos will continue
to grow its revenues at around the same pace in 2007 as in
2006."

As reported in the Troubled Company Reporter-Latin America on
Feb. 6, 2007, Net Servicos' net revenue increased 21.5% to
BRL1,936.0 million in 2006, compared with the BRL1,593.1 million
recorded in 2005.

Mr. Pereira told BNamericas, "We expect to keep the absolute
number of subscribers growing but, for instance, with broadband
growth in 2006 at about 100% compared to 2005 it is difficult to
continue growing at the same pace."

BNamericas relates that Net Servicos' pay television subscribers
increased by 17.6% to 1.81 million in 2006, compared with 1.54
million in 2005.  The firm also attracted 361,000 new broadband
subscribers in 2006, bringing the total to 727,000.

Mr. Pereira said that with Net Servicos' broadband and telephone
operations, the company expects to reach 43 cities in 2007,
compared with the current 15, BNamericas notes.

Mr. Pereira told BNamericas, "Before, we had the service only in
big cities such as Rio de Janeiro, but now we will roll out the
service to 100% of the cities where we have [cable television]
coverage by the second quarter of 2007."

BNamericas underscores that Net Servicos disclosed in October
2006 that it would invest BRL650 million in 2007.  Much the
amount would be allocated for digital network extension and in
gaining new clients this year.

BNamericas emphasizes that Net Servicos completed the
acquisition of a 36.7% minority stake from Horizon Telecom
International at the end of 2006.  It is now planning for a
second bid to take control of Horizon Telecom from Fernando
Norbert, the latter's main shareholder.

Mr. Pereira told BNamericas that Net Servicos is waiting for the
telecoms regulator Anatel's decision about its acquisition bid
for pay television company Vivax.  He said, "The process is on
schedule."

Mr. Pereira told BNamericas, "The Vivax acquisition is very
important because it gives Net (Servicos) access to Sao Paulo
and it is important to have strong operations there."

The report says that Vivax has concession licenses for 34
cities.  It is also the sole cable television operator in 32 of
the cities.

Net Servicos president Francisco Valim said in a conference call
that there are no regulatory decisions that will change Net
Servicos' strategy of becoming a triple play provider.

Issues like number portability can be leveraged at the start to
gain new clients, BNamericas says, citing Mr. Valim.  However,
after a few quarters the gains level off.  Regulators have been
discussing launching tests of number portability in December
2007.  The system is deemed as a way of boosting competition as
subscribers will have the option of switching operators without
losing their number.

Net Servicos wants telecoms entering the cable segment to follow
the rules.  However, the operators want to offer cable only in
their own regions and this will eradicate competition, Mr.
Pereira told BNamericas.

Headquartered in Sao Paulo, Brazil, NET Servicos de Comunicacao
-- http://Nettv.globo.com/NETServ/br/home/indexNet.jsp?id=1--
is the largest subscriber TV multi-operator in Brazil, as it
operates the NET brand in major cities, including operations in
the 4 largest cities: Sao Paulo, Rio de Janeiro, Belo Horizonte
and Porto Alegre.

NET also offers Broadband Internet services through its NET
VIRTUA brand name.

                        *    *    *

Moody's America Latina assigned on May 22, 2006, a Baa2.br
Brazilian National Scale Rating and a B1 Global Local Currency
Rating to Net Servicos de Comunicacao S.A.'s BRL650 million
debentures due in 2011 issued in September 2005.  Concurrently,
Moody's Investors Service affirmed Net's B1 global local
currency scale corporate family rating.  Moody's said the
ratings outlook is stable.

                        *    *    *

As reported on Nov. 8, 2006, Standard & Poor's Rating Services
assigned its 'BB-' senior unsecured debt rating to the proposed
perpetual bonds (up to US$150 million) to be issued by Brazil's
largest cable pay-TV operator, Net Servicos de Comunicacao S.A.
The proceeds will be used primarily to fund additional
investments in the company's network and digital services.
NET's total debt amounted to BRL650 million (approximately
US$300 million) in September 2006.


NOSSA CAIXA: Opening 16 Branches by August
------------------------------------------
Banco Nossa Caixa said in a statement that it will open 16
branches by August.

The statement also said 27 branches will be moved to larger
locations.

According to Business News Americas, the addition of more
branches and the transfer of location are in accordance with
Nossa Caixa's expansion of its customer base after taking over
the civil servant payroll for the state of Sao Paulo in January.

About 700,000 state employees moved their payroll accounts to
Nossa Caixa from Santander Banespa, the Brazilian unit of
Spanish financial group Santander, BNamericas relates.  Nossa
Caixa now has 1.2 million payroll accounts.

Headquartered in Sao Paulo, Brazil, Banco Nossa Caixa SA --
http://www.nossacaixa.com.br/-- operates as a multiple bank
offering banking and financial services through commercial and
loan portfolios, including real estate and foreign exchange, as
well as administering credit cards.  Through its subsidiary, it
operates with private pensions.  Nossa Caixa uses demand, saving
and time deposits, which include judicial deposits, to fund its
operations.  The main focus of Nossa Caixa is to attend
individuals, especially public employees and small and medium-
sized companies in Sao Paulo, as well as state and municipal
government agencies.  As the official bank for the government of
the State of Sao Paulo, it administers the state's resources and
state lotteries and takes care of the payroll of the indirect
state administration and part of the direct administration.  As
of Dec. 31, 2005, the Bank's network consisted of 2,579
attendance points in its distribution network.

                        *    *    *

As reported on Sept 4, 2006, Moody's Investors Service upgraded
Banco Nossa Caixa S.A.'s long-term foreign currency deposits to
Ba3 from Ba1.  Moody's said the ratings outlook is stable.


TERPHANE HOLDING: Moody's Revises Outlook to Stable from Neg.
-------------------------------------------------------------
Moody's changed the outlook for the ratings of Terphane Holding
Corporation to stable from negative.

The change in the outlook does not signal positive momentum, but
acknowledges that the company has not deteriorated and is not
expected to deteriorate below the assigned B3 CFR level.

Concurrently, Moody's affirmed these existing ratings:

   -- B3 Corporate Family Rating;

   -- B3 rating for the US$76.5 million fixed rate senior
      secured notes due 2009;

   -- B3 rating for the US$6.5 million floating rate senior
      secured notes due 2009; and,

   -- the B2 Probability of Default Rating.

The stable ratings outlook also acknowledges the conclusion of a
debt financed capital build out that the company started in
March 2005.

Moreover, the outlook anticipates some improvement during the
intermediate term in profitability as contributions are realized
from the new line, potentially some enhancements received from
the company's new currency hedging strategy, and a lower run-
rate expected for capital expenditures.

The affirmation of Terphane's B3 CFR reflects the company's
weak, although stable credit statistics as evidenced by
relatively tight interest coverage and absence of free cash flow
generation during the last several quarters.  The company has
faced diverse business challenges, both externally and
internally. These include a significant increase in the cost of
the company's main raw materials, overcapacity in the worldwide
PET film industry, an appreciation of the Brazilian Real against
the U.S. dollar, operational problems in achieving targeted
efficiencies on Terphane's new production line, and the hiring
of a new Chief Financial Officer.

Although recent financial results have been below expectations,
the company has maintained metrics within the B3 category.
Business fundamentals may improve should the new manufacturing
line reach targeted efficiency, raw material prices trend down
and the company transition to higher value products with more
pricing power.

However, Moody's notes that there is an absence of visibility
into the company's projections.  This lack of detailed
transparency prompted Moody's to withdraw Terphane's short term
liquidity rating of SGL-4.  The withdrawal reflects the fact
that Terphane is a private company that does not file its
financial information publicly.  The bonds are not registered in
the US.

Moody's affirmed these ratings:

   -- B3 rating for the US$76.5 million senior secured notes,
      due 2009, LGD-5, 74%

   -- B3 rating for the US$6.5 million senior secured notes, due
      2009, LGD-5, 74%

   -- B3 Corporate Family Rating

   -- B2 Probability of Default Rating

This rating was withdrawn for business reasons:

   -- SGL-4

The ratings outlook changed to stable from negative.

Terphane Holding Corp. is a manufacturer of specialty polyester
films with technical support and manufacturing operations in
North America and South America.  Headquartered in Cabo de Santo
Agostinho, Pernambuco, Brazil, Terphane Holding Corporation,
Inc. had revenues of roughly US$88 million for the twelve months
ended Sept. 30, 2006.


WEIGHT WATCHERS: Gets 8.5 Million Common Stock in Tender Offer
--------------------------------------------------------------
Weight Watchers International, Inc. disclosed the final results
of its "modified Dutch Auction" tender offer, which expired at
12:00 midnight, New York City time, on Jan. 18, 2007.  The
company has accepted for purchase an aggregate of 8,548,027
shares of its common stock at a purchase price of US$54 per
share.  The shares represent approximately 8.8% of the company's
outstanding shares as of Nov. 30, 2006.

Based on the final count by the depositary for the tender offer,
an aggregate of 8,548,027 shares were properly tendered and not
withdrawn at or below a price of US$54.  The 8,548,027 shares to
be purchased are comprised of the 8,300,000 shares the Company
offered to purchase and 248,027 shares to be purchased pursuant
to the Company's right to purchase up to an additional 2% of the
outstanding shares of common stock as of Nov. 30, 2006 without
extending the tender offer in accordance with applicable
securities laws.  Because the company has accepted all of the
shares tendered, there will not be any proration of the shares
accepted for purchase.  The depositary will promptly pay for the
shares accepted for purchase.

Additionally, on Feb. 2, 2007, the company expects to purchase
10,511,432 shares from Artal Holdings Sp. z o.o., its majority
shareholder, at a purchase price of US$54 per share.  The
company previously announced an agreement with Artal to purchase
a number of shares of common stock at the price established by
the tender offer so that Artal's percentage ownership interest
in the Company's outstanding shares of common stock after the
tender offer and such purchase from Artal will be substantially
equal to its current level.  As a result of the tender offer and
the purchase from Artal, the Company will repurchase
approximately 19.6% of its common stock outstanding as of
Nov. 30, 2006.

                  Amended Credit Facility

The company amended its senior credit facility to increase its
borrowing capacity up to an additional US$1.2 billion to finance
the purchases pursuant to the tender offer and the agreement
with Artal and to refinance certain indebtedness of its
subsidiary WeightWatchers.com, Inc.

The tender offer was made pursuant to an Offer to Purchase and
Letter of Transmittal, each dated Dec. 18, 2006, in which the
company offered to purchase up to 8.3 million shares at a price
not less than US$47 per share and not greater than US$54 per
share, that were filed as exhibits to the company's Schedule TO
filed with the U.S. Securities and Exchange Commission on
Dec. 18, 2006, as amended on Jan. 11 and Jan. 19.

Credit Suisse Securities (USA) LLC was the dealer manager,
Georgeson Inc. was the information agent and Computershare Trust
Company, N.A. was the depositary for the tender offer.  All
inquiries about the tender offer should be directed to Georgeson
Inc. at (866) 785-7396 in the United States and Canada and (212)
440-9800 for all other countries.

                   About Weight Watchers

Headquartered in New York, U.S.A., Weight Watchers International
Inc. (NYSE: WTW) -- http://www.weightwatchersinternational.com/
-- provides weight management services, with a presence in 30
countries around the world, including Brazil, the Netherlands,
and New Zealand.  The company serves its customers through
Weight Watchers branded products and services, including
meetings conducted by Weight Watchers International and its
franchisees.

At Sept. 30, 2006, the company's balance sheet showed
US$935,098,000 in total assets and US$1,038,367,000 in total
liabilities, resulting in a stockholders' deficit of
US$103,269,000.  At Dec. 31, 2005, the company's stockholders'
deficit was US$80,651,000.

                        *     *     *

As reported in the Troubled Company Reporter on Jan. 9, 2007,
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating for New York, New York-based commercial weight-
loss service provider Weight Watchers International Inc.

At the same time, all WWI ratings were removed from CreditWatch,
where they were placed with negative implications on
Dec. 20, 2006, reflecting WWI's increasingly aggressive
financial policy after the company's disclosure that it plans to
launch a "modified Dutch auction" self-tender offer for up to
8.3 million shares of its common stock at a price range between
US$47 and US$54 per share.

At the same time, Standard & Poor's assigned its 'BB' rating to
the company's proposed US$700 million term loan A-1 and US$500
million term loan B, with a recovery rating of '2', indicating
the expectation for substantial recovery of principal in the
event of a payment default.  Standard & Poor's also lowered the
existing bank loan ratings on WWI's US$350 million term loan A
and US$500 million revolving credit facility to 'BB' from 'BB+'
and the recovery rating on these facilities to '2' from '1'.

S&P said the rating outlook is negative.

As reported in the Troubled Company Reporter on Jan. 8, 2007,
Moody's Investors Service assigned a Ba1 rating to the proposed
US$1.2 billion senior secured term loan facility of Weight
Watchers International, Inc. and affirmed existing credit
ratings.  Moody's said the rating outlook remains stable.


* BRAZIL: Ministry Launches WiMax Project Funding Consultation
--------------------------------------------------------------
Published reports say that the Brazilian communications ministry
has launched a public consultation on using telecoms technology
fund Funttel to fund WiMax projects.

News service Agencia Estado notes that the public consultation
was launched on Feb. 1.  Comments received during the
consultation can be sent over the next 30 days.

Business News Americas relates that the ministry will hold a
public meeting next month to decide how much Funttel could set
aside for WiMax projects.

According to BNamericas, the money for the projects will come
from BNDES and Finep -- the federal studies and projects
financing agency -- and will be channeled through Funttel.

The Brazilian government seeks to develop projects that would
help spread Internet access to areas where it is not
commercially available, BNamericas states.

                        *    *    *

As reported on Nov. 24, 2006, Standard & Poor's Ratings Services
revised its outlook on its long-term ratings on the Federative
Republic of Brazil to positive from stable.  Standard & Poor's
also affirmed these ratings on the Republic of Brazil:

   -- 'BB' for long-term foreign currency credit rating,
   -- 'BB+' for long-term local currency credit rating, and
   -- 'B' for short-term currency sovereign credit rating.

                        *    *    *

As reported in the Troubled Company Reporter-Latin America on
Feb. 7, 2007, Fitch Ratings revised the Outlook on Brazil's
long-term foreign and local currency sovereign Issuer Default
Ratings to Positive from Stable, while affirming both ratings at
'BB'.  The agency also affirmed Brazil's Short-term IDR at 'B'
and the Country Ceiling at 'BB+'.


* BRAZIL: Sells BRL1.5 Billion Bonds in International Markets
-------------------------------------------------------------
The Brazilian government has issued new debts for BRL1.5 billion
(US$717 million) in international markets, in a bid to shield it
from sudden rise in borrowing costs when its currency weakens.

Bloomberg News reports that the new bonds will mature in January
2028, to yield 10.68%.

Agencia Brasil says the issuance is Brazil's third issue of
treasury bonds in reals.  Brazil sold treasury bonds in reals in
September 2005 for US$1.6 billion and sold another US$750
million in September 2006.  The 2006, 12.50% bonds were managed
by Citigroup and JP Morgan.  The government did not disclose who
managed this year's sale.

As reported on Feb. 7, 2007, Fitch Ratings revised the Outlook
on Brazil's long-term foreign and local currency sovereign
Issuer Default Ratings to Positive from Stable, while affirming
both ratings at 'BB'.  The agency also affirmed Brazil's Short-
term IDR at 'B' and the Country Ceiling at 'BB+'




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


EDISON CHOUEST: Last Day for Proofs of Claim Filing Is Feb. 23
--------------------------------------------------------------
Edison Chouest Offshore International's creditors are required
to submit proofs of claim by Feb. 23, 2007, to the company's
liquidators:

          Dionne Chouest
          Gary Chouest
          c/o Campbells, 4th Floor, Scotia Centre
          P.O. Box 884, George Town
          Grand Cayman, Cayman Islands

Creditors who are not able to comply with the Feb. 23 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.

Edison Chouest's shareholders agreed on Dec. 28, 2006, for the
company's voluntary liquidation under Section 135 of the
Companies Law (2004 Revision) of the Cayman Islands.


FAIRFIELD BRISCOE: Proofs of Claim Filing Is Until Feb. 23
----------------------------------------------------------
Fairfield Briscoe Senior Capital Fund Ltd.'s creditors are
required to submit proofs of claim by Feb. 23, 2007, to the
company's liquidators:

          Chris Humphries
          Sophia A. Dilbert
          c/o Stuarts Walker Hersant, Attorneys-at-Law
          Cayman Financial Centre
          36a Dr. Roy's Drive, George Town
          P.O. Box 2510
          Grand Cayman, Cayman Islands

Creditors who are not able to comply with the Feb. 23 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.

Fairfield Briscoe's shareholders agreed on Jan. 12, 2007, for
the company's voluntary liquidation under Section 135 of the
Companies Law (2004 Revision) of the Cayman Islands.


FAIRFIELD BRISCOE SENIOR: Claims Filing Deadline Is on Feb. 23
--------------------------------------------------------------
Fairfield Briscoe Senior Capital Master Fund Ltd.'s creditors
are required to submit proofs of claim by Feb. 23, 2007, to the
company's liquidators:

          Chris Humphries
          Sophia A. Dilbert
          c/o Stuarts Walker Hersant, Attorneys-at-Law
          Cayman Financial Centre
          36a Dr. Roy's Drive, George Town
          P.O. Box 2510
          Grand Cayman, Cayman Islands

Creditors who are not able to comply with the Feb. 23 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.

Fairfield Briscoe's shareholders agreed on Jan. 12, 2007, for
the company's voluntary liquidation under Section 135 of the
Companies Law (2004 Revision) of the Cayman Islands.


FREMONT CI-1: Final Shareholders Meeting Is Set for Feb. 22
-----------------------------------------------------------
Fremont CI-1's final shareholders meeting will be on
Feb. 22, 2007, at:

          Maples Finance Limited
          Queensgate House, George Town
          Grand Cayman, Cayman Islands

These agenda will be taken during the meeting:

   1) accounting of the liquidation process showing how the
      winding up has been conducted during the preceding year,

   2) requesting the members' approval of the liquidation fees
      incurred to date, approval of the liquidator's estimated
      costs to completion, and

   3) hearing any explanation that may be given by the
      liquidator.

A member entitled to attend and vote at the meeting may appoint
a proxy, who need not be a member, in his stead.

The liquidators can be reached at:

           Chris Watler
           Joshua Grant
           Maples Finance Limited
           P.O. Box 1093, George Town
           Grand Cayman, Cayman Islands


FREMONT CI-2: Shareholders to Gather for Feb. 22 Final Meeting
--------------------------------------------------------------
Fremont CI-2's final shareholders meeting will be on
Feb. 22, 2007, at:

          Maples Finance Limited
          Queensgate House, George Town
          Grand Cayman, Cayman Islands

These agenda will be taken during the meeting:

   1) accounting of the liquidation process showing how the
      winding up has been conducted during the preceding year,

   2) requesting the members' approval of the liquidation fees
      incurred to date, approval of the liquidator's estimated
      costs to completion, and

   3) hearing any explanation that may be given by the
      liquidator.

A member entitled to attend and vote at the meeting may appoint
a proxy, who need not be a member, in his stead.

The liquidators can be reached at:

           Chris Watler
           Joshua Grant
           Maples Finance Limited
           P.O. Box 1093, George Town
           Grand Cayman, Cayman Islands


GREEN HILL: Deadline for Proofs of Claim Filing Is on Feb. 23
-------------------------------------------------------------
Green Hill Partners Ltd.'s creditors are required to submit
proofs of claim by Feb. 23, 2007, to the company's liquidator:

          Thad L. McNulty
          P.O. Box 268, George Town
          Scotia Centre
          Grand Cayman, Cayman Islands
          Tel: 345 949 2648
          Fax: 345 949 8613

Creditors who are not able to comply with the Feb. 23 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.

Green Hill's shareholders agreed on Dec. 22, 2006, for the
company's voluntary liquidation under Section 135 of the
Companies Law (2004 Revision) of the Cayman Islands.


INGENIOUS PARTNER: Claims Filing Deadline Is on Feb. 23
-------------------------------------------------------
Ingenious Partner Global Funds Ltd.'s creditors are required to
submit proofs of claim by Feb. 23, 2007, to the company's
liquidator:

          Ling I-Ming
          Ink Go Limited
          No. 38, Chung Hsiao W. Rd.
          Sec 1., Taipei, Taiwan 100

Creditors who are not able to comply with the Feb. 23 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.

Ingenious Partner's shareholders agreed on Jan. 12, 2007, for
the company's voluntary liquidation under Section 135 of the
Companies Law (2004 Revision) of the Cayman Islands.

Parties-in-interest may contact:

          Ling I-Ming
          c/o Campbells
          4th Floor, Scotia Centre
          P.O. Box 884, George Town
          Grand Cayman, Cayman Islands


J SHOP IV: Shareholders to Convene for Final Meeting on Feb. 22
---------------------------------------------------------------
J Shop IV Corp.'s final shareholders meeting will be at 10:00
a.m. on Feb. 22, 2007, at:

          BNP Paribas Bank & Trust Cayman Limited
          3rd Floor Royal Bank House
          Shedden Road, George Town
          Grand Cayman, Cayman Islands

These agenda will be taken during the meeting:

   1) accounting of the liquidation process showing how the
      winding up has been conducted during the preceding year,

   2) requesting the members' approval of the liquidation fees
      incurred to date, approval of the liquidator's estimated
      costs to completion, and

   3) hearing any explanation that may be given by the
      liquidator.

A member entitled to attend and vote at the meeting may appoint
a proxy, who need not be a member, in his stead.

The liquidator can be reached at:

           Ellen J. Christian
           Piccadilly Cayman Limited
           c/o BNP Paribas Bank & Trust Cayman Limited
           3rd Floor Royal Bank House
           Shedden Road, George Town
           Grand Cayman, Cayman Islands
           Tel: 345 945 9208
           Fax: 345 945 9210


MINCS-CUMBERLAND: Calls Shareholders for Feb. 22 Final Meeting
--------------------------------------------------------------
Mincs-Cumberland I, Ltd.'s final shareholders meeting will be on
Feb. 22, 2007, at:

          Maples Finance Limited
          Queensgate House, George Town
          Grand Cayman, Cayman Islands

These agenda will be taken during the meeting:

   1) accounting of the liquidation process showing how the
      winding up has been conducted during the preceding year,

   2) requesting the members' approval of the liquidation fees
      incurred to date, approval of the liquidator's estimated
      costs to completion, and

   3) hearing any explanation that may be given by the
      liquidator.

A member entitled to attend and vote at the meeting may appoint
a proxy, who need not be a member, in his stead.

The liquidators can be reached at:

           Phillip Hinds
           Joshua Grant
           Maples Finance Limited
           P.O. Box 1093, George Town
           Grand Cayman, Cayman Islands


SEQUILS-CUMBERLAND: Final Shareholders Meeting Is on Feb. 22
------------------------------------------------------------
Sequils-Cumberland I, Ltd.'s final shareholders meeting will be
on Feb. 22, 2007, at:

          Maples Finance Limited
          Queensgate House, George Town
          Grand Cayman, Cayman Islands

These agenda will be taken during the meeting:

   1) accounting of the liquidation process showing how the
      winding up has been conducted during the preceding year,

   2) requesting the members' approval of the liquidation fees
      incurred to date, approval of the liquidator's estimated
      costs to completion, and

   3) hearing any explanation that may be given by the
      liquidator.

A member entitled to attend and vote at the meeting may appoint
a proxy, who need not be a member, in his stead.

The liquidators can be reached at:

           Phillip Hinds
           Joshua Grant
           Maples Finance Limited
           P.O. Box 1093, George Town
           Grand Cayman, Cayman Islands


SEQUILS-CUMBERLAND I: Final Shareholders Meeting Is on Feb. 22
--------------------------------------------------------------
Sequils-Cumberland I Holdings, Ltd.'s final shareholders meeting
will be on Feb. 22, 2007, at:

          Maples Finance Limited
          Queensgate House, George Town
          Grand Cayman, Cayman Islands

These agenda will be taken during the meeting:

   1) accounting of the liquidation process showing how the
      winding up has been conducted during the preceding year,

   2) requesting the members' approval of the liquidation fees
      incurred to date, approval of the liquidator's estimated
      costs to completion, and

   3) hearing any explanation that may be given by the
      liquidator.

A member entitled to attend and vote at the meeting may appoint
a proxy, who need not be a member, in his stead.

The liquidators can be reached at:

           Phillip Hinds
           Joshua Grant
           Maples Finance Limited
           P.O. Box 1093, George Town
           Grand Cayman, Cayman Islands


TETRIX FUND: Shareholders to Gather for Final Meeting on Feb. 22
----------------------------------------------------------------
Tetrix Fund Ltd.'s final shareholders meeting will be on
Feb. 22, 2007, at:

          Maples Finance Limited
          Queensgate House, George Town
          Grand Cayman, Cayman Islands

These agenda will be taken during the meeting:

   1) accounting of the liquidation process showing how the
      winding up has been conducted during the preceding year,

   2) requesting the members' approval of the liquidation fees
      incurred to date, approval of the liquidator's estimated
      costs to completion, and

   3) hearing any explanation that may be given by the
      liquidator.

A member entitled to attend and vote at the meeting may appoint
a proxy, who need not be a member, in his stead.

The liquidators can be reached at:

           Joshua Grant
           Maples Finance Limited
           P.O. Box 1093, George Town
           Grand Cayman, Cayman Islands


TRIANGLE INVESTMENT: Final General Meeting Is Set for Feb. 22
-------------------------------------------------------------
Triangle Investment Holdings Inc.'s final shareholders meeting
will be on Feb. 22, 2007, at:

          Maples Finance Limited
          Queensgate House, George Town
          Grand Cayman, Cayman Islands

These agenda will be taken during the meeting:

   1) accounting of the liquidation process showing how the
      winding up has been conducted during the preceding year,

   2) requesting the members' approval of the liquidation fees
      incurred to date, approval of the liquidator's estimated
      costs to completion, and

   3) hearing any explanation that may be given by the
      liquidator.

A member entitled to attend and vote at the meeting may appoint
a proxy, who need not be a member, in his stead.

The liquidators can be reached at:

           Emile Small
           Maples Finance Limited
           P.O. Box 1093, George Town
           Grand Cayman, Cayman Islands


ZAIS MATRIX CDO II-A: Proofs of Claim Must be Filed by Feb. 22
--------------------------------------------------------------
Zais Matrix CDO II-A's creditors are required to submit proofs
of claim by Feb. 22, 2007, to the company's liquidators:

          Hugh Thompson
          Richard Gordon
          Maples Finance Limited
          P.O. Box 1093, George Town
          Grand Cayman, Cayman Islands

Creditors who are not able to comply with the Feb. 22 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.

Zais Matrix's shareholders agreed on Jan. 3, 2007, for the
company's voluntary liquidation under Section 135 of the
Companies Law (2004 Revision) of the Cayman Islands.


ZAIS MATRIX CDO II-B: Claims Filing Deadline Is on Feb. 22
----------------------------------------------------------
Zais Matrix CDO II-B's creditors are required to submit proofs
of claim by Feb. 22, 2007, to the company's liquidators:

          Hugh Thompson
          Richard Gordon
          Maples Finance Limited
          P.O. Box 1093, George Town
          Grand Cayman, Cayman Islands

Creditors who are not able to comply with the Feb. 22 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.

Zais Matrix's shareholders agreed on Jan. 3, 2007, for the
company's voluntary liquidation under Section 135 of the
Companies Law (2004 Revision) of the Cayman Islands.




=========
C H I L E
=========


INFOR GLOBAL: Names Bruce Gheesling as Senior VP of EAM Group
-------------------------------------------------------------
Infor Global Solutions Holdings Ltd. named Bruce Gheesling as
senior vice president of its Enterprise Asset Management or EAM
group.  Mr. Gheesling is charged with leading Infor EAM
operations worldwide, including growing the company's leadership
position in delivering asset management solutions to companies
of all sizes.

"Today's global marketplace requires active lifecycle management
of a businesses major assets and components to achieve
competitiveness," said Mr. Gheesling.  "Infor is the leader in
EAM, providing solutions with business specific functionality to
meet the individual needs of our customers.  I am thrilled to be
a part of this company and look forward to continuing the
success of our EAM solutions around the world."

With a strong focus on customer service, Mr. Gheesling brings
more than 20 years of experience in the IT industry to Infor,
having most recently been vice president of software sales for
North America and Latin America for EMC Corporation.  As the
leader of the commercial software team at EMC, Gheesling was
responsible for field sales, inside sales, pre-sales support,
and the professional services team.  He was instrumental in
leading the turn-around effort at Legato Systems, Inc., later
acquired by EMC.

Mr. Gheesling graduated Furman University with a Bachelor of
Arts degree in Political Science.  At Furman, he was a three-
time AP All American and All Southern Conference football player
and later played in the USFL.  He was inducted into the Furman
University Athletic Hall of Fame in 1999.

Infor Enterprise Asset Management solutions allow customers to
maintain, manage, and improve the performance of their capital
asset infrastructure, such as manufacturing equipment, fleet,
and facilities by combining asset management functionality with
advanced analytics to deliver a powerful platform for optimizing
enterprise asset performance.  Infor's EAM solutions go beyond
traditional management of assets providing information that
helps identify key trends and anomalies, forecast performance
issues, model "what if" scenarios, make forward-looking
decisions and take action.

                     About Infor Global

Infor Global Solutions Holdings Ltd., -- http://www.infor.com/-
- headquartered in Alpharetta, Georgia and a Cayman Islands
exempted company, is a global provider of financial and
enterprise applications software.  The company has locations in
Japan, Australia, Austria, Brazil, Chile, China, France, India,
Mexcio, Netherlands, Singapore, and Spain, among others.

                        *    *    *

Standard & Poor's Ratings Services affirmed on Feb. 5, 2007, its
'B-' corporate credit rating on Alpharetta, Ga.-based Infor
Global Solutions Holdings Ltd.

At the same time, Standard & Poor's assigned its 'CCC' bank loan
rating (two notches below the corporate credit rating) and '5'
recovery rating to Infor's proposed US$1.275 billion second-lien
senior secured term loan, indicating our expectation of
negligible (0%-25%) recovery of principal by creditors in the
event of a payment default.

Standard & Poor's also affirmed its 'B' bank loan rating (one
notch above the corporate credit rating) and '1' recovery rating
on Infor's US$2.6 billion first-lien senior secured bank
facility, including a proposed US$200 million add-on term loan.
The first-lien ratings indicate high expectation of full
recovery of principal in the event of a payment default.


SUN MICROSYSTEMS: Picks Solution Box to Tap Small, Medium Biz
-------------------------------------------------------------
Sun Microsystems (Nasdaq: SUNW) has chosen Argentine IT
wholesaler Solution Box to market its products to small-to-
medium enterprises, Business News Americas reports, citing
Infobae.

According to BNamericas, the move signals Sun's departure from
its traditional direct sales distribution line to select
clients.

Increase in demand from SMEs for volume servers, storage,
infrastructure software and thin client servers has led the
company to introduce new product lines and seek an appropriate
partner to sell them, BNamericas relates.

"The agreement with Solution Box allows Sun Microsystems to
develop a chain of resellers to form part of our community,
which will enable us to get closer to small and medium-sized
companies," Sun Microsystems' channel director for Southern
Latin America, Claudia Boeri, was quoted by BNamericas as
saying.

Solution Box started its operations in 2002.  It posted revenues
of US$16 million last year, up 60% compared to 2005.

Headquartered in Santa Clara, California, Sun Microsystems Inc.
-- http://www.sun.com/-- provides network computing
infrastructure solutions that include computer systems, data
management, support services and client solutions and
educational services.  It sells networking solutions, including
products and services, in most major markets worldwide through a
combination of direct and indirect channels.

Sun Microsystems conducts business in 100 countries around the
globe, including Latin America: Chile, Colombia, Brazil,
Argentina, Mexico and Venezuela.

                        *    *    *

As reported on Oct. 26, 2006, Moody's Investors Service has
confirmed its Ba1 Corporate Family Rating for Sun Microsystems
Inc. in connection with Moody's Investors Service's
implementation of its new Probability-of-Default and Loss-Given-
Default rating methodology for the U.S. Technology Hardware
sector.

Sun Microsystems, Inc.'s 7-1/2% Senior Notes due Aug. 15, 2006,
and 7.65% Senior Notes due Aug. 15, 2009, carry Moody's
Investors Service's Ba1 rating and Standard & Poor's BB+ rating.




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


* COLOMBIA: Antitrust Agency Allows Gerdau to Bid for Acerias
-------------------------------------------------------------
Gerdau SA obtained approval from Colombia's antitrust
authorities to submit a bid for the Acerias Paz del Rio auction.

Previously, the Colombian antitrust authorities prevented Gerdau
from participating in the auction of a 51.89% stake in Acerias
Paz.  The antitrust agency said that the potential integration
of Gerdau and Paz del Rio would unduly restrict competition.
Gerdau already controls Colombian steel firms Diaco and
Siderurgica del Pacifico.

Gerdau got the approval after filing an appeal.  According to
The Associated Press, the antitrust authority said Monday it
will allow Brazil's largest steel maker to bid for a controlling
stake in steel mill Acerias Paz del Rio if it sells several
assets to free up competition in the country's steel market.

Without shedding some assets, Gerdau stands to control 98% of
Colombia's steel industry.

The other four firms interested in becoming a strategic partner
in APR include:

          -- Europe's Arcelor Mittal,
          -- Argentina's Techint, and
          -- a company from Mexico, and
          -- Brazil's Companhia Siderurgica Nacional.

The minimum price for the stake was set at about US$192 million
(euro145 million), AP says.

                        About Gerdau

Headquartered in Porto Alegre, Brazil, Gerdau SA --
http://www.gerdau.com.br/-- produces and distributes crude
steel and related long rolled products, drawn products, and long
specialty products.  In addition to Brazil, Gerdau operates in
Argentina, Canada, Chile, Colombia, Uruguay and the United
States.

                        *    *    *

On July 25, 2006, Fitch rated the Republic of Colombia's US$1
billion issue of fixed-rate Global Bonds maturing
Jan. 27, 2017, 'BB'.  The rating is in line with Fitch's long-
term foreign currency rating on Colombia.  Fitch said the Rating
Outlook is Positive.


* COLOMBIA: U'wa Natives Facing Setback in Land Rights
------------------------------------------------------
The U'wa natives in Colombia are facing a setback in their land
rights victory over state oil firm Ecopetrol, Indian Country
Today reports.

Indian Country relates that the U'wa people and their
international supporters protested for 10 years Occidental
Petroleum Corp.'s oil exploration in the forest region.  In May
2002, Occidental Petroleum finally disclosed that it was
quitting its oil exploration bloc, citing economic reasons and a
negative result from its first exploratory drill.

However, Colombia's Interior Ministry authorized on Dec. 15,
2006, Ecopetrol to start new explorations in the U'wa area, this
time on behalf of Repsol, Indian Country says.  The ministry had
said that the U'wa refused to attend consultation meetings it
had organized.

Luis Tegria, the Assembly of the U'wa Indigenous Community
president, told Indian Country that the question of oil
development was not negotiable and promised that his people will
defend their ancestral lands.  He also protested that they were
not notified before the ministry publicized its decision.

The report says that illegal gunmen continue to threaten Indians
and "campesinos" defending their lands from oil development.
According to a study conducted by Colombia's National Labor
School, 71 unionists were assassinated in last year, compared
with 67 in 2005.  The greatest rise in killings were in the two
departments of Magdalena, on the Caribbean coast, and Arauca on
the eastern plains.

The U'wa community is on the border of the Arauca and Norte de
Santander departments.  Arauca is the site of the Cano-Limon oil
fields.  Cano-Limon is also where US oil firms, in joint
partnerships with Ecopetrol, have been granted most generous
access.  The Cano Limon pipeline, lining the fields to the
Caribbean, cuts through the U'wa territory, Indian Country
states.

                        *    *    *

On July 25, 2006, Fitch rated the Republic of Colombia's US$1
billion issue of fixed-rate Global Bonds maturing
Jan. 27, 2017, 'BB'.  The rating is in line with Fitch's long-
term foreign currency rating on Colombia.  Fitch said the Rating
Outlook is Positive.




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


* COSTA RICA: Former ICE Official Charged with Bribery
-----------------------------------------------------
Hernan Bravo, a former official of Costa Rica's state power
firm, Instituto Costarricense de Electricidad, is facing charges
of bribery in a scandal involving the firm and Alcatel in 2004.

To recall, reports said that payments were allegedly made by
consultants on behalf of Alcatel de Costa Rica to various state
and local officials in Costa Rica, two political parties in
Costa Rica and representatives of ICE, in connection with the
procurement of one or more contracts for network equipment and
services from ICE.

Business News Americas reports that in December 2006, a US
federal grand jury indicted Christian Sapsizian, a former
Alcatel executive, for allegedly bribing Mr. Bravo with US$2.5
million to get a mobile telephony infrastructure contract for
US$149 million.

Industry rumors say that Mr. Bravo may plead guilty and pay more
than US$1 million in exchange for a short trial, BNamericas
says.

                    About Alcatel-Lucent

Headquartered in Paris, France, Alcatel-Lucent
-- http://www.alcatel-lucent.com/-- provides solutions that
enable service providers, enterprises and governments worldwide,
to deliver voice, data and video communication services to end
users.  With 79,000 employees and operations in more than 130
countries, including Brazil, Alcatel-Lucent is a local partner
with global reach.  Through its operations in fixed, mobile
and converged broadband networking, Internet protocol (IP)
technologies, applications, and services, Alcatel-Lucent offers
the end-to-end solutions that enable communications services for
people at home, at work and on the move.

On Nov. 30, 2006, Alcatel and Lucent Technologies Inc. completed
their merger transaction, and began operations as a
communication solutions provider under the name Alcatel-Lucent
on Dec. 1, 2006.

                        *    *    *

As reported on Aug. 21, 2006, Fitch Ratings upgraded Costa
Rica's country ceiling to BB+ from BB.




===================================
D O M I N I C A N   R E P U B L I C
===================================


AES DOMINICANA: Files US$680-Mln Suit Against Dominican Republic
----------------------------------------------------------------
AES Dominica, AES Corp.'s subsidiary in the Dominican Republic,
has filed a US$680 million lawsuit against the Dominican
government in the International Chamber of Commerce Arbitration
Tribunal and in the United Nations Commission on International
Trade Law in New York.

According to published reports, the suit names the Dominican
Corporation of State Electrical Companies (CDEE), the Energia
Superintendence and the National Energy Commission as
plaintiffs.  The suit alleges that the government failed to
fulfill the original terms of a contract inked during the
capitalization of the electrical distribution companies in 1999.

AES claimed that the state violated the contract by not
establishing a tariff system in accordance with their agreement.
Furthermore, the suit says AES has received unfair treatment
compared to EdeNorte and EdeSur.  That discrimination, AES said,
led to the bankruptcy of its Dominican distributing electricity
company, EdeEste, DR1 newsletter says.

                  Ash Dumping Case Update

As previously reported, the Dominican Republic filed a case
against AES Corp. seeking US$80 million in damages for 82,000
tons of coal ash dumped on its beaches.  The government said
that the tons of ash were left on the beaches in Manzanillo and
the Samana Bay port town of Arroyo Barril between October 2003
and March 2004 without proper government permits.  These tons of
ash were transported from an AES Plant in Guayama, Puerto Rico.

AES acknowledged that the ash came from its plant in Puerto
Rico.  The company, however, passed liability to Roger Charles
Fina, chief executive officer of Silverspot Enterprises, who was
hired by AES to transport the ash.

But under US federal law, Dr. Max Puig, the Dominican Republic's
Minister of Environment, said that when a company generates
waste, that waste is the company's responsibility until it
disappears.

In December 2006, Judge Gerald Bruce Lee of the U.S. East
Virginia Federal District, issued a ruling, which said the
Dominican Republic has just caused for suing AES Corp.

The Court will hear the parties' arguments on Feb. 16.

The Dominican Republic is represented by:

          David La Hoz Vasquez
          Procuradores Adjuntos
          Ministerio Publico
          Procuraduria General de la Republica
          Avenida Jimenez Moya Esq. Juan Ventura Simo,
          Centro de los Heroes, Constanza
          Maimon y Estero Hondo
          Dominican Republic
          Phone: 809-533-3522
          E-mail: dlahoz@procuraduria.gov.do

                 -- and --

          Burke Pyle LLC
          1718 20th Street, N.W.
          Washington, District of Columbia 20009

AES Corp. -- http://www.aes.com/-- is a global power company.
The company operates in South America, Europe, Africa, Asia and
the Caribbean countries.  Generating 44,000 megawatts of
electricity through 124 power facilities, the company delivers
electricity through 15 distribution companies.

AES Corp.'s Latin America business group is comprised of
generation plants and electric utilities in Argentina, Brazil,
Chile, Colombia, Dominican Republic, El Salvador, Panama and
Venezuela.  Fuels include biomass, diesel, coal, gas and
hydro.  The group also pursues business development activities
in the region.  AES has been in the region since May 1993, when
it acquired the CTSN power plant in Argentina.

As reported in the Troubled Company Reporter - Latin America on
Oct. 20, 2006, Moody's Investors Service's downgraded its B1
Corporate Family Rating for AES Corporation in connection with
the implementation of its new Probability-of-Default and Loss-
Given-Default rating methodology.  Additionally, Moody's revised
its probability-of-default ratings and assigned loss-given-
default ratings on the company's loans and bond debt obligations
including the B1 rating on its senior unsecured notes 7.75% due
2014, which was also given an LGD4 loss-given default rating,
suggesting noteholders will experience a 55% loss in the event
of a default.




=============
E C U A D O R
=============


PETROECUADOR: Disclosing Submission Deadline for Gas Project
------------------------------------------------------------
A Petroecuador spokesperson told Business News Americas that it
expected to disclose this week a deadline for the submission of
offers to construct a US$98-million liquefied petroleum gas
storage and transport project.

BNamericas relates that the project includes:

           -- a marine terminal for gas tankers with a 40,000-
              ton storage capacity,

           -- 11 storage spheres with 50,000-ton capacity,

           -- a 127 kilometer gas pipeline from Monteverde to
              Pascuales, and

           -- a secondary storage facility with 6,000-ton
              capacity.

The report says that the project will take 18 months to
complete.

BNamericas underscores that these firms have bought bidding
rules:

           -- Techint International,
           -- Gasmar,
           -- Constructora Norberto Odebrecht,
           -- Consultoria Comlombiana,
           -- Dygoil,
           -- Puma Energy International,
           -- Glencore,
           -- OMZ Oil & Gas, and
           -- a consortium made up of:

              * Conducto,
              * Santos CMI,
              * IAA, and
              * Ciport.

Petroecuador said in a statement that the project will increase
liquefied petroleum gas storage efficiency and safety, and
reduce operating costs over US$30 million yearly.

With the savings, Petroecuador expects project investment to be
recovered in four years, BNamericas states.

Petroecuador, according to published reports, is faced with
cash-problems.  The state-oil firm has no funds for maintenance,
has no funds to repair pumps in diesel, gasoline and natural gas
refineries, and has no capacity to pay suppliers and vendors.
The government refused to give the much-needed cash alleging
inefficiency and non-transparency in Petroecuador's dealings.


PETROECUADOR: Mulling Resolutions for Hydrocarbons Chain Plans
--------------------------------------------------------------
Ecuadorian state oil Petroecuador said in a statement that its
board will analyze various resolutions related to the firm's
hydrocarbons chain plans.

Business News Americas relates that the resolutions include
plans for:

          -- fuel storage,

          -- attracting investment to boost oil output, and

          -- the 2007 budget and operating plan for block 15 and
             the Eden-Yuturi and Limoncocha fields.

Petroecuador said in a statement that its board will review
reports related to the state of tenders to:

         -- rehabilitate the Esmeraldas plant,
         -- construct a gas terminal, and
         -- conduct exploration and production on marginal
            fields.

BNamericas states that the board will study the report of the
committee supervising the exchange of Ecuadorian crude for
Venezuelan derivatives.  The committee met with its Venezuelan
counterpart in Caracas last week.

The board will also authorize a petition from Petroecuador
executive president Carlos Pareja to change block 15's
Yanaquincha field to Guadalupe Larriva Gonzalez, BNamericas
states.

Petroecuador, according to published reports, is faced with
cash-problems.  The state-oil firm has no funds for maintenance,
has no funds to repair pumps in diesel, gasoline and natural gas
refineries, and has no capacity to pay suppliers and vendors.
The government refused to give the much-needed cash alleging
inefficiency and non-transparency in Petroecuador's dealings.


PETROECUADOR: To Receive First Venezuelan Diesel by Feb. 24
-----------------------------------------------------------
Ecuador will get its first shipment of diesel from Petroleos de
Venezuela on Feb. 22 to 24, Business News Americas reports,
citing a statement from state-oil firm, PetroEcuador.

PetroEcuador's statement added that a second shipment will
arrive in mid-March, while the third delivery is expected on
March 22 to 24.

According to BNamericas, total shipments will be 660,000 barrels
with a market value of US$43.8 million.  The deliveries are in
accordance to the diesel-for-crude swap that was signed by
Venezuela and Ecuador last month.   The deal will mean at least
US$1.5 million in savings for PetroEcuador.

PetroEcuador's statement did not say when it will meet its part
in the bargain.

According to BNamericas, Ecuador is expected to send about
100,000 barrels per day of its trademark Napo crude for
processing at Petroleos de Venezuela's refineries.

               About Petroleos de Venezuela

Petroleos de Venezuela SA -- http://www.pdv.com/-- is
Venezuela's state oil company in charge of the development of
the petroleum, petrochemical and coal industry, as well as
planning, coordinating, supervising and controlling the
operational activities of its divisions, both in Venezuela and
abroad.  The company has a commercial office in China.

                     About PetroEcuador

PetroEcuador, according to published reports, is faced with
cash-problems.  The state-oil firm has no funds for maintenance,
has no funds to repair pumps in diesel, gasoline and natural gas
refineries, and has no capacity to pay suppliers and vendors.
The government refused to give the much-needed cash alleging
inefficiency and non-transparency in PetroEcuador's dealings.


* ECUADOR: Banks' Foreign Assets Fall on Debt Default Threat
------------------------------------------------------------
Foreign assets of banks in Ecuador decreased almost 25% in
January 2007 on the government's threat to default on its
foreign debt, Bloomberg reports.

As reported in the Troubled Company Reporter-Latin America on
Feb. 5, 2007, Ecuadorian President Rafael Correa reduced the
amount for foreign debt service to US$2.7 million in his budget
proposal this year, from US$3.8 million last year.  Ecuadorian
finance minister Ricardo Patino said that the government's
priority would be social spending.  President Correa promised
when he took office last month to renegotiate Ecuador's US$16.8
billion foreign debt and direct resources to programs for the
poor, causing the deterioration of the country's global bonds.
The new budget for debt servicing, along with the government's
threat of not paying its debt, increased fears of default.

The central bank posted on its Web site that net assets, aside
from international reserves, decreased by US$989 million in the
first four weeks of 2007 to US$3.27 billion.

According to Bloomberg, creditors were prompted to call back
loans to the banks.

Bloomberg underscores that Ecuadorian banks used foreign assets
to pay off loans to creditors.

JPMorgan Chase and Co. told Bloomberg that Ecuador's 10% bond
due in 2030, the country's most-traded bond in international
markets, also decreased 0.10 cent on the dollar to 79.90.  At
that price, the bond yields 12.70%.

The report says that Fitch Ratings, Standard & Poor's and
Moody's Investors Services all cut the country's credit rating
in January.

Moody's analyst Alessandra Alcci told Bloomberg, "There hasn't
been a decline of this size over the past few years.  In a
worst-case scenario, if there is a significant withdrawal of
liquidity from the system, concerns about dollarization could
grow."

Should the nation's economy face a continued decline of cash
flow, it may force the government to abandon the dollar as the
official currency, Bloomberg notes, citing Ms. Alcci.

According to the report, Ecuador used the dollar as its official
currency in 2000, a year after defaulting on US$6.5 billion in
debt.  The stability the dollar offered attracted investors,
revived the banking system and helped reduced inflation to 2.9%
in 2006 from 108% in 2000.

Ecuador's finance minister Ricardo Patino told Bloomberg that
firms should be able to survive by seeking alternative funding
and by being entrepreneurial.

The impact on the banking sector has been trivial, Bloomberg
says, citing Banco del Pichincha CA general manager Fernando
Pozo.  According to him, "dollarization" creates a separation
between economic and political issues.  Introducing a local
currency would mean disregarding something all Ecuadorians want.

Bloomberg emphasizes that President Correa's supporters don't
want the Ecuadorian government to change currencies, though they
support his decision to lessen the amount for debt service.

Ecuadorian bonds rebounded last week after Minister Patino
disclosed that the government may be willing to deal with its
international creditors, Bloomberg relates.  He also earmarked
enough in the 2007 budget to cover all of the nation's debt
obligations, without promising to follow through with the
payments.

"This isn't a country that doesn't have the ability to pay, it's
a country that doesn't have the will to pay," Mauricio Pinto,
president of the country's second-biggest textile exporter and
head of the Quito industrial chamber, told Bloomberg.

                        *    *    *

As reported in the Troubled Company Reporter on Jan. 25, 2007,
Fitch Ratings downgraded the long-term foreign currency Issuer
Default Rating of Ecuador to 'CCC' from 'B-', indicating that
default is a real possibility in the near term.

In addition, these ratings were downgraded:

   -- Uncollateralized foreign currency bonds to
      'CCC/RR4' from 'B-/RR4';

   -- Collateralized foreign currency Par and Discount
      Brady bonds to 'CCC+/RR3' from 'B/RR3'; and

   -- Short-term foreign currency IDR to 'C' from 'B'.

Fitch also affirmed the Country ceiling rating at 'B-'.


* ECUADOR: Former Occidental Fields Decline Since Take Over
-----------------------------------------------------------
Output at oilfields formerly operated by Occidental Petroleum
dwindles at the state's hands, Reuters reports.

According to Reuters, output was cut by 13% because of scarce
investment and operational difficulties.

Occidental's operating contract was revoked in May 2006 over
accusations that the oil company sold part of a block without
the state's approval and appointed a temporary Petroecuador unit
to oversee the output of the fields.  The American company filed
a suit with the World Bank's International Center for Settlement
of Investment Disputes seeking US$1 billion in compensation.

Citing Petroecuador's production reports, Reuters says that
output at the Block 15 Eden-Yuturi and Limoncocha fields, with
proven reserves of 522 million barrels, have dropped to 87,535
barrels per day from 100,718 bpd since May 2006.

"With a rapid natural decline, without drilling new wells and
without having proper electric equipment, it is easy to
understand why we are not able to maintain production," a senior
Petroecuador official told Reuters.  The official cited delays
in buying new machinery, which made it difficult to offset high
production of residual water and annual decline rates of 30%.

In addition, the official explained to Reuters that low
production level could also be attributed to lack of technical
and administrative capacity.

Another unnamed source told Reuters that the government plans to
inject US$700 million to boost output.

Ecuador, South America's fifth-largest oil producer, has an
output of around 530,000 bpd.

As reported on Jan. 25, 2007, Fitch Ratings downgraded the long-
term foreign currency Issuer Default Rating of Ecuador to 'CCC'
from 'B-', indicating that default is a real possibility in the
near term.

In addition, these ratings were downgraded:

   -- Uncollateralized foreign currency bonds to
      'CCC/RR4' from 'B-/RR4';

   -- Collateralized foreign currency Par and Discount
      Brady bonds to 'CCC+/RR3' from 'B/RR3'; and

   -- Short-term foreign currency IDR to 'C' from 'B'.

Fitch also affirmed the Country ceiling rating at 'B-'.


* ECUADOR: Investigating Mobile Operators for Malpractices
----------------------------------------------------------
Ecuadorian President Rafael Correa said in a statement that the
government will probe mobile operators Movistar, Spain's
Telefonica and Porta of Mexico's America Movil for malpractices.

The statement says that President Correa told a local radio
station, "If the investigations prove that there have been
breaches of the mobile contracts, [or if] the companies are a
quasi-monopoly, we will renegotiate [their contracts],"

Business News Americas relates that Porta and Movistar's
contracts will expire at the end of 2008.  The two firms had
been discussing a 15-year renewal with the previous
administration, before President Correa was sworn in as
president on Jan. 15, 2007.

President Correa told BNamericas that contracts with oil firms
must be renegotiated.  Telecommunications are just as important
a sector for government intervention.  The Ecuadorian leader
said, "There are more resources in telecommunications than in
petroleum, and [the resources] won't be exempt from
renegotiations."

However, a full nationalization in Ecuador is unlikely.  A
renegotiation concentrated on boosting operator royalties could
be a more viable option for President Correa to take, BNamericas
says, citing Wally Swain, a telecoms analyst at US consultancy
Yankee Group.  He said, "He (President Correa) doesn't want to
appear weak... he doesn't want to be seen as behind the times."

BNamericas underscores that President would most likely target a
higher performance rate, or a higher royalty return for the
government on the firm's earnings.

Fixed line firms make a better target for nationalization than
mobile companies, as the government tends to concentrate on
spreading fixed line telephony to areas without coverage.
However, Ecuador's fixed line operators are already under state
ownership, BNamericas notes, citing Mr. Swain.

"Its one thing to say fixed line services and Internet have not
reached remote areas since private capital is unwilling to
invest, its another thing to take the penetrations of mobile
services, which is already quite high, and use the same argument
[for nationalization]," Mr. Swain told BNamericas.

                        *    *    *

As reported in the Troubled Company Reporter on Jan. 25, 2007,
Fitch Ratings downgraded the long-term foreign currency Issuer
Default Rating of Ecuador to 'CCC' from 'B-', indicating that
default is a real possibility in the near term.

In addition, these ratings were downgraded:

   -- Uncollateralized foreign currency bonds to
      'CCC/RR4' from 'B-/RR4';

   -- Collateralized foreign currency Par and Discount
      Brady bonds to 'CCC+/RR3' from 'B/RR3'; and

   -- Short-term foreign currency IDR to 'C' from 'B'.

Fitch also affirmed the Country ceiling rating at 'B-'.




=====================
E L   S A L V A D O R
=====================


SBARRO INC: Closes Tender Offer for 11% Senior Notes Due 2009
-------------------------------------------------------------
Sbarro, Inc., completed its tender offer and consent
solicitation for any and all of its 11% Senior Notes due 2009
(CUSIP No. 805844 AC 1).

The offer expired at 12:00 midnight, New York City time, on
Feb. 6, 2007, with US$219,907,000 in aggregate principal amount
of Notes (approximately 86% of outstanding Notes) tendered and
accepted for purchase under the terms of the Offer.

Proposed amendments in connection with the Offer and effected by
the supplemental indenture dated Jan. 31, 2007, to the indenture
governing the Notes became operative on Jan. 31, 2007.  The
proposed amendments, among other things, eliminate substantially
all of the material restrictive covenants, specified affirmative
covenants and certain events of default and related provisions
in the indenture governing the Notes.

Credit Suisse Securities (USA) LLC and Banc of America
Securities LLC served as the dealer managers and solicitation
agents in connection with the Offer.

Sbarro Inc. headquartered in Melville, New York, is a leading
quick service restaurant chain that serves Italian specialty
foods.  As of Oct. 8, 2006, the company owned and operated 479
and franchised 476 restaurants worldwide under brand names such
as "Sbarro," "Umberto's," and "Carmela's Pizzeria."  The company
also operated 25 other restaurant concepts and joint ventures
under various brand names.  Total revenues for fiscal 2005 were
approximately US$348 million.  The company announced on
June 19, 2006, its international expansion by opening more than
25 restaurants in Guatemala, El Salvador, Honduras, The Bahamas
and Romania.

                        *    *    *

As reported in the Troubled Company Reporter on Jan. 29, 2007,
Standard & Poor's Ratings Services affirmed its bank loan and
recovery ratings on Sbarro Inc.'s bank facility, after the
report that the company will increase the size of the loan to
US$208 million from US$175 million.

These ratings were affirmed:

      -- Corporate credit rating affirmed B-;
      -- US$25 million revolver due 2013 affirmed at B; and
      -- US$183 million term loan due 2014 affirmed B.




=========
H A I T I
=========


DYNCORP INT'L: Posts US$517.5MM Revenue for Fiscal 3rd Qtr. 2007
----------------------------------------------------------------
DynCorp International Inc. reported results for its fiscal 2007
third quarter.

                   Third Quarter Results

Revenue for the 2007 third quarter was US$517.5 million, down
6.5% from revenue for the 2006 third quarter.  Government
Services' -- formerly referred to as the International Technical
Services segment -- revenue for the third quarter decreased 9.4%
over the comparable period in 2006.  The lower Government
Services' revenue was attributable to:

   (1) the conclusion of protective services previously
       provided in Israel, Haiti, Afghanistan and central
       Iraq,

   (2) ending services in support of the Hurricane Katrina
       relief effort, and

   (3) completion of helicopter refurbishment and upgrades in
       support of U.S. drug eradication efforts in Afghanistan.

Revenue from the Maintenance and Technical Support Services --
formerly referred to as the Field Technical Services segment --
increased 0.1% from the 2006 third quarter.

Operating income for the 2007 third quarter increased 37.2% to
US$32.3 million from the 2006 third quarter.  Operating margin
for the 2007 third quarter was 6.2 percent, compared with
operating margin of 4.2% in the 2006 third quarter.  Operating
margin increased 2.0% of revenue primarily due to:

   (1) improved performance on the company's Civilian Police
       program,

   (2) improved performance and changes to the company's
       International Narcotics and Law Enforcement Air-Wing
       contract,

   (3) increased level of effort on the company's Contract
       Field Teams program, and

   (4) a contract modification for construction in Afghanistan.

Net income for the 2007 third quarter was US$11.6 million, or
US$0.20 per share, compared with net income of US$1.6 million,
or US$0.05 per share, for the comparable period in fiscal 2006.
The increase in 2007 third quarter net income was due to
improved operating margins and lower interest expense resulting
from redemption of the company's preferred stock during the
first quarter of fiscal 2007.

Adjusted EBITDA for the 2007 third quarter increased to US$46.4
million, or 9.0% of revenue, from US$35.3 million, or 6.4% of
revenue, for the comparable period in fiscal 2006.  Cash
earnings per share for the 2007 third quarter, which adds back
special items, amortization and non-cash equity-based
compensation expense, improved 37.9% to US$0.40 per share from
the comparable period in fiscal 2006.

                    Year-to-Date Results

Revenue for the first nine months of fiscal 2007 was US$1,529.9
million, up 7.9 percent, as compared with revenue for the first
nine months of fiscal 2006.  The company's Government Services
segment generated revenue of US$1,001.9 million for the first
nine months of fiscal 2007, growing 11.8% over the comparable
period in fiscal 2006.  Government Services' revenue growth
resulted primarily from drug eradication efforts in South
America, aviation support for drug eradication efforts in
Afghanistan, increased Police Advisors in Iraq and Afghanistan,
and additional support to the U.S. Department of State in
Liberia and Sudan under the Africa Peacekeeping program.  The
company's Maintenance and Technical Support Services segment
revenue increased 1.2% to US$528.0 million as compared with the
first nine months of fiscal 2006.

Operating income for the first nine months of fiscal 2007 was
US$70.6 million, an 11.1% increase over the comparable period in
fiscal 2006.  Operating margin for the first nine months of
fiscal 2007 was 4.6 percent, compared with 4.5% for the first
nine months of fiscal 2006.  The increased operating income and
operating margin reflect

   (1) strong performance from fixed price contracts such as
       the Civilian Police and International Narcotics and Law
       Enforcement Air-Wing contracts,

   (2) increased level of effort on the company's Contract Field
       Teams contract, and

   (3) the contract modification for construction in
       Afghanistan.

Net income for the first nine months of fiscal 2007 was US$8.1
million, resulting in earnings per share of US$0.15, compared
with net income of US$1.5 million and earnings per share of
US$0.05 for the first nine months of fiscal 2006.  Net income
includes one-time expenses related to the company's initial
public offering on May 4, 2006.  After adjusting for IPO-related
expense items and executive severance costs, pro forma net
income for the first nine months of fiscal 2007 was US$22.3
million, and pro forma earnings per share were US$0.39.

Adjusted EBITDA for the first nine months of fiscal 2007
improved to US$115.6 million, or 7.6% of revenue, compared with
adjusted EBITDA of US$100.5 million, or 7.1% of revenue, for the
first nine months of fiscal 2006.  For the first nine months of
fiscal 2007, cash earnings per share, which adds to pro forma
earnings per share amortization and non-cash equity-based
compensation expense, improved 17.3% to US$0.95 per share.

During the first nine months of fiscal 2007, the company
generated operating cash flow of US$45.8 million, which was
partially offset by capital expenditures and cash used in
connection with the company's IPO.  Operating cash flow of
US$45.8 million decreased from operating cash flow of US$54.2
million for the first nine months of fiscal 2006. The prior
year's higher operating cash flow resulted from unusually high
accounts receivable collections.  On Dec. 29, 2006, the
company's days sales outstanding were 77.0, as compared with
63.6 on Dec. 30, 2005.

Backlog as of Dec. 29, 2006 was US$5.8 billion, including US$1.2
billion in funded backlog and US$4.6 billion in unfunded
backlog. Estimated remaining contract value was US$8.9 billion
as of Dec. 29, 2006.  Both backlog and estimated remaining
contract value has increased during fiscal 2007 by US$3.2
billion. During the third quarter 2007, the U.S. Army awarded a
contract to provide translation and interpretation services in
support of Operation Iraqi Freedom to Global Linguist Solutions,
LLC, a joint venture in which the company has a 51% interest.
This contract award contributed US$3.3 billion to backlog and
estimated contract value.  The incumbent for this program has
protested the award of the contract to Global Linguist Solutions
LLC.

                    Fiscal 2007 Guidance

The company provides the following guidance for its fiscal year
ending March 30, 2007, based on its current backlog and
management's estimate of future contract awards.  Revenue has
been reduced from a range of US$2,100-US$2,200 million to a
range of US$2,050-US$2,100 million to reflect delays in the
timing of new business.  Diluted earnings per share have been
increased from US$0.43 per share to US$0.45 per share to reflect
lower non-cash equity compensation and severance expense.

Headquartered in Irving, Texas, DynCorp International Inc.
(NYSE: DCP) -- http://www.dyn-intl.com/-- provides specialized
mission-critical outsourced technical services to civilian and
military government agencies.  The Company specializes in law
enforcement training and support, security services, base
operations, aviation services and operations, and logistics
support.  The company has more than 14,400 employees in 33
countries including Haiti.  DynCorp International, LLC, is the
operating company of DynCorp International Inc.

                        *    *    *

As reported in the Troubled Company Reporter on June 19, 2006,
Standard & Poor's Ratings Services raised its ratings, including
the corporate credit rating to 'BB-' from 'B+', on DynCorp
International LLC. The ratings were removed from CreditWatch
where they were placed with positive implications on
Oct. 3, 2005.  S&P said the outlook is stable.

As reported in the Troubled Company Reporter on June 13, 2006,
Moody's Investors Service upgraded DynCorp International LLC's
US$90 million senior secured revolver maturing Feb. 11, 2010, to
Ba3 from B2; US$345 million senior secured term loan B due
Feb. 11, 2011, to Ba3 from B2; US$320 million 9.5% senior
subordinated notes due Feb. 15, 2013, to B3 from Caa1; Corporate
Family Rating, to B1 from B2; and Speculative Grade Liquidity
Rating, to SGL-2 from SGL-3.  Moody's said the ratings outlook
is stable.




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


GOODYEAR TIRE: Extends Tire Supply Contract with NASCAR
-------------------------------------------------------
Goodyear Tire & Rubber Co. will remain the exclusive tire
provider of the National Association for Stock Car Auto Racing
or NASCAR through 2012, after reaching a five-year contract
extension with the latter, the Associated Press reports.

NASCAR is the largest sanctioning body of motor sports in the
United States.

According to AP, Goodyear Tire has supplied tires to NASCAR
since the 1950s.  It has been the sole provider of tires to the
group since Indiana-based race tires manufacturer Hoosier pulled
out in 1994.

"Nothing says racing like NASCAR, and Goodyear has been
recognized as the longest-running sponsor of the sport.  We plan
to have our Eagle tires in the winner's circle for another 50
years," Goodyear Tire's president of North American Tire
business Jon Rich told AP.

Headquartered in Akron, Ohio, The Goodyear Tire & Rubber Company
(NYSE: GT) -- http://www.goodyear.com/-- is the world's largest
tire company.  The company manufactures tires, engineered rubber
products and chemicals in more than 90 facilities in 28
countries.  Goodyear Tire has marketing operations in almost
every country around the world including Chile, Colombia,
Guatemala, Jamaica and Peru in Latin America.  Goodyear employs
more than 80,000 people worldwide.

                        *    *    *

As reported in the Troubled Company Reporter on Jan. 9, Fitch
Ratings affirmed its ratings on Goodyear Tire & Rubber Co. and
removed them from Rating Watch Negative where they were placed
on Oct. 18, 2006, when the company announced a US$975 million
drawdown of its bank revolver.  Fitch affirmed Goodyear's Issuer
Default Rating at B.  Fitch said the Rating Outlook is Negative.


* JAMAICA: Total Debt Almost US$1 Trillion
------------------------------------------
Published reports say Jamaica's total debts is nearing US$1
trillion, US$536 billion of which is owed to external creditors,
while the rest is owed to domestic lenders.

Radio Jamaica says the country's debt has increased by US$67
billion due to increased borrowing by the government and the
depreciation of the local currency against the US dollar.

Radio Jamaica relates that news about the increase comes a week
after Parliament passed amendments to the Loan Act to raise the
debt ceiling from US$650 billion to US$700 billion.

Financial analysts quoted by Radio Jamaica are concerned about
the debt ceiling increase and have urged Portia Simpson-Miller's
administration to keep a tight lid on the country's debt.

                        *    *    *

On May 26, 2006, Moody's Investors Service upgraded Jamaica's
rating under a revised foreign currency ceiling:

   -- Long-term foreign currency rating: Ba3 from B1 with
      stable outlook.




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


ADVANCED MARKETING: Hires O'Melveny & Myers as Bankruptcy Atty.
---------------------------------------------------------------
Advanced Marketing Services Inc. and its debtor-affiliates
obtained authority from the U.S. Bankruptcy Court for the
District of Delaware to employ O'Melveny & Myers LLP as their
general bankruptcy counsel, nunc pro tunc to Dec. 29, 2006.

Since April 2004, O'Melveny has represented the Debtors as
general corporate, securities and litigation counsel.  It has
provided:

   -- extensive representation and advice relating to the
      Debtors' prepetition Loan and Security Agreement with
      Wells Fargo Foothill, Inc., as agent, and a syndicate of
      lenders;

   -- efforts to refinance the Senior Facility and other
      strategic alternatives to recapitalize the Debtors; and

   -- disclosure advice regarding the Debtors' public
      announcements and regulatory obligations.

The Debtors wanted to hire O'Melveny because of the firm's
knowledge in their operations and finances, and its expertise
and experience in reorganizations, bankruptcy cases and other
relevant areas of expertise.

As the Debtors' general bankruptcy counsel, O'Melveny will:

   (a) advise the Debtors regarding matters of bankruptcy law;

   (b) advise the Debtors of the requirements of the Bankruptcy
       Code, the Federal Rules of Bankruptcy Procedure,
       applicable local bankruptcy rules pertaining to the
       administration of their cases and U.S. Trustee Guidelines
       related to the daily operation of their business and the
       administration of the estates;

   (c) prepare motions, applications, answers, proposed orders,
       reports and papers in connection with the administration
       of the estates;

   (d) negotiate with creditors, prepare and seek confirmation
       of a Chapter 11 plan and related documents and assist the
       Debtors with implementation of the plan;

   (e) assist the Debtors in the analysis, negotiation and
       disposition of certain estate assets for the benefit of
       the estates and their creditors;

   (f) advise the Debtors regarding general corporate and
       securities matters and bankruptcy related employment and
       litigation issues; and

   (g) render other necessary advice and services as the Debtors
       may require in connection with their cases.

O'Melveny will be paid on an hourly basis at its normal and
customary hourly rates, plus reimbursement of actual, necessary
expenses and other charges incurred:

       Professional                      Hourly Rate
       ------------                      -----------
       Suzzanne Uhland, Esq.                US$725
       Austin Barron, Esq.                  US$540
       Alexandra Feldman, Esq.              US$445
       Ana Acevedo                          US$300
       Lynn Talab                           US$285

Suzzanne Uhland, Esq., a partner at O'Melveny, disclosed that
before Dec. 29, 2006, the Debtors paid O'Melveny US$1,201,990
for fees and expenses for advice and legal services rendered in
connection with restructuring advice and the preparation and
commencement of the Debtors' cases, as well as to serve as a
retainer.  During the 90-day period before Dec. 29, 2006, the
Debtors paid invoices totaling US$942,682 to the firm.

According to Ms. Uhland, after deducting fees and expenses
previously billed and paid for the prepetition legal services
plus estimated unbilled prepetition amounts, approximately
US$721,038 remains as retainer, which will be applied to
postpetition services.

Ms. Uhland attested that her firm is a "disinterested person,"
as that term is defined in Section 101(14) of the Bankruptcy
Code, and does not hold or represent any interest adverse to the
estates.

                  About Advanced Marketing

Based in San Diego, California, Advanced Marketing Services,
Inc. -- http://www.advmkt.com/-- provides customized
merchandising, wholesaling, distribution and publishing
services, currently primarily to the book industry.  The company
has operations in the U.S., Mexico, the United Kingdom and
Australia and employs approximately 1,200 people Worldwide.

The company and its two affiliates, Publishers Group
Incorporated and Publishers Group West Incorporated filed for
chapter 11 protection on Dec. 29, 2006 (Bankr. D. Del. Case Nos.
06-11480 through 06-11482).  Suzzanne S. Uhland, Esq., Austin K.
Barron, Esq., Alexandra B. Feldman, Esq., O'Melveny & Myers,
LLP, represent the Debtors as Lead Counsel.  Chun I. Jang, Esq.,
Mark D. Collins, Esq., and Paul Noble Heath, Esq., at Richards,
Layton & Finger, P.A., represent the Debtors as Local Counsel.
When the Debtors filed for protection from their creditors, they
listed estimated assets and debts of more than US$100 million.
The Debtors' exclusive period to file a chapter 11 plan expires
on Apr. 28, 2007.  (Advanced Marketing Bankruptcy News, Issue
No. 4; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


ADVANCED MARKETING: Court Okays Richards Layton as Local Counsel
----------------------------------------------------------------
Advanced Marketing Services Inc. and its debtor-affiliates
obtained authority from the U.S. Bankruptcy Court for the
District of Delaware to employ Richards, Layton & Finger, P.A.
as their local bankruptcy counsel, nunc pro tunc to
Dec. 29, 2006.

Richards Layton will be performing extensive legal services that
will be necessary during the Chapter 11 proceedings.

Aside from the firm's extensive knowledge in the field of
debtors' and creditors' rights and business reorganizations, the
Debtors also desired to employ Richards Layton because of its
expertise, experience and knowledge in practicing before the
Delaware Bankruptcy Court, its proximity to the Court and its
ability to respond quickly to emergency Court matters.

Richards Layton began providing legal services and advice to the
Debtors since December 2006.  During the firm's representation
period, it has acquired knowledge of the Debtors' business,
financial affairs and capital structure.

The Debtors believe that Richards Layton is well qualified and
capable to efficiently represent them in the Chapter 11 cases.

As the Debtors' counsel, Richards Layton will:

   (a) advise the Debtors of their rights, powers and duties as
       debtors and debtors in possession;

   (b) take all necessary action to protect and preserve the
       Debtors' estates, including the prosecution of actions,
       the defense of any actions against the Debtors, the
       negotiation of disputes involving the Debtors and the
       preparation of objections to claims;

   (c) prepare all necessary motions, applications, answers,
       orders, reports and papers in connection with the
       administration of the debtors' estates; and

   (d) perform all other necessary legal services in connection
       with the Chapter 11 cases.

Richards Layton will be paid on an hourly basis at its normal
and customary hourly rates, plus reimbursement of actual,
necessary expenses and other charges incurred:

       Professional                      Hourly Rate
       ------------                      -----------
       Mark D. Collins, Esq.                US$520
       Paul N. Heath, Esq.                  US$350
       Chun I. Pang                         US$225
       Aja E. McDowell                      US$165

Mark D. Collins, Esq., a director at Richards Layton, reports
that prior to the filing of the bankruptcy case, the Debtors
paid the firm a US$125,000 retainer.

The Debtors proposed that the amount paid be treated as an
evergreen retainer to be held by the firm as security throughout
the Chapter 11 cases, until its fees and expenses are awarded.

Mr. Collins assured the Court that his firm is a "disinterested
person," as that term is defined in Section 101(14) of the
Bankruptcy Code, and does not hold or represent any interest
adverse to the estates.

                  About Advanced Marketing

Based in San Diego, California, Advanced Marketing Services,
Inc. -- http://www.advmkt.com/-- provides customized
merchandising, wholesaling, distribution and publishing
services, currently primarily to the book industry.  The company
has operations in the U.S., Mexico, the United Kingdom and
Australia and employs approximately 1,200 people Worldwide.

The company and its two affiliates, Publishers Group
Incorporated and Publishers Group West Incorporated filed for
chapter 11 protection on Dec. 29, 2006 (Bankr. D. Del. Case Nos.
06-11480 through 06-11482).  Suzzanne S. Uhland, Esq., Austin K.
Barron, Esq., Alexandra B. Feldman, Esq., O'Melveny & Myers,
LLP, represent the Debtors as Lead Counsel.  Chun I. Jang, Esq.,
Mark D. Collins, Esq., and Paul Noble Heath, Esq., at Richards,
Layton & Finger, P.A., represent the Debtors as Local Counsel.
When the Debtors filed for protection from their creditors, they
listed estimated assets and debts of more than US$100 million.
The Debtors' exclusive period to file a chapter 11 plan expires
on Apr. 28, 2007. (Advanced Marketing Bankruptcy News, Issue No.
4; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


ADVANCED MARKETING: Wants to Employ Focus Management as Advisors
----------------------------------------------------------------
Advanced Marketing and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for authority to
employ Focus Management Group U.S.A. Inc. to provide them with
financial reporting, consulting and advisory services in their
Chapter 11 cases.

Mark D. Collins, Esq., at Richards, Layton & Finger, PA, at
Wilmington, Delaware, relates that Focus has substantial
experience in both the financial analysis area and certain
insolvency services, having served in Chapter 11 cases on behalf
of debtors and creditors.

On March 8, 2006, the Debtors hired Focus for the purpose of,
inter alia, developing financial models and other tools to
assist in the Debtors' reporting to their senior secured
lenders.  To develop the models, Focus reviewed in detail the
Debtors' financial and operations reporting and systems.  Mr.
Collins says that Focus has developed a significant amount of
knowledge of the Debtors' businesses.

Specifically, Focus will:

   (a) prepare and, from time to time, update cash flow
       forecasts, other projections and other financial data for
       the Debtors;

   (b) assemble and prepare information for the Debtors' DIP
       lenders;

   (c) assist the Debtors in monitoring compliance with
       operating cash flow requirements as per the loan
       agreement with the Debtors' DIP lenders;

   (d) assist the Debtors in the preparation of reports to the
       United States Trustee;

   (e) assist the Debtors in complying with guidelines
       established by the U.S. Trustee;

   (f) assist the Debtors in connection with other financial
       operations and related tasks;

   (g) periodically communicate with and participate in meetings
       with the Debtors' management and other parties-in-
       interest regarding the Debtors' financial condition; and

   (h) perform other functions as requested by the Debtors,
       their legal counsel, and their financial advisors.

Mr. Collins adds that Focus' retention centers around its
familiarity from prepetition work with certain aspects of the
Debtors' books, records and financial reporting needs.

Focus will be working on a number of projects either in
conjunction with the Capstone Advisory Group, LLC, or under the
supervision of Capstone.

Moreover, Mr. Collins notes that it is necessary and essential
that the Debtors employ Focus to render the professional
services necessary to assist the Debtors with their duties as
debtors and debtors-in-possession.  "The Debtors believe that
Focus is well-qualified to serve them in these chapter 11 cases
and that the retention of Focus is necessary and in the best
interests of their estates and creditors," says Mr. Collins.

Robert O. Riiska, a managing director at Focus, assures the
Court that Focus' partners and associates do not have any
connection with or any interest adverse to the Debtors, their
creditors, or any other party-in-interest, or their attorneys.

Prior to the Dec. 29, 2006, the Debtors paid Focus US$1,044,850
for fees and expenses for prepetition services rendered by Focus
to the Debtors, as well as to serve as retainer, of which
US$775,452 was received during the 90 days prior to the Petition
Date.

After deducting fees and expenses previously billed -- and paid
-- and estimated unbilled prepetition amounts for prepetition
services rendered, US$346,626 remains as a retainer.  The
balance will be available to be applied to postpetition services
and any prepetition fees and expenses incurred but unprocessed,
prior to the Petition Date.

The Debtors will pay Focus its hourly fees and reasonable
expenses.  Focus' discounted hourly rate schedule for the
Debtors is:

          Designation                Hourly Rate
          -----------                -----------
          Managing Directors            US$375
          Senior Consultants            US$350

Traveling time to and from the Debtors' corporate headquarters
will not be charged to the Debtors; however, the Debtors will
pay for all costs and expenses incurred in connection with the
services provided.

The Debtors and Focus also agreed to certain indemnification
provisions.

                  About Advanced Marketing

Based in San Diego, California, Advanced Marketing Services,
Inc. -- http://www.advmkt.com/-- provides customized
merchandising, wholesaling, distribution and publishing
services, currently primarily to the book industry.  The company
has operations in the U.S., Mexico, the United Kingdom and
Australia and employs approximately 1,200 people Worldwide.

The company and its two affiliates, Publishers Group
Incorporated and Publishers Group West Incorporated filed for
chapter 11 protection on Dec. 29, 2006 (Bankr. D. Del. Case Nos.
06-11480 through 06-11482).  Suzzanne S. Uhland, Esq., Austin K.
Barron, Esq., Alexandra B. Feldman, Esq., O'Melveny & Myers,
LLP, represent the Debtors as Lead Counsel.  Chun I. Jang, Esq.,
Mark D. Collins, Esq., and Paul Noble Heath, Esq., at Richards,
Layton & Finger, P.A., represent the Debtors as Local Counsel.
When the Debtors filed for protection from their creditors, they
listed estimated assets and debts of more than $100 million.
The Debtors' exclusive period to file a chapter 11 plan expires
on Apr. 28, 2007. (Advanced Marketing Bankruptcy News, Issue No.
4; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


ASARCO LLC: Wants to Avoid Fraudulent Transfer of SPCC Shares
-------------------------------------------------------------
ASARCO LLC seeks to avoid a fraudulent transfer of its 54.2%
ownership in its subsidiary Southern Peru Copper Corp. to
its parent, Americas Mining Corp., a wholly owned subsidiary of
Grupo Mexico, S.A. de C.V.

ASARCO also seeks to recover dividends that it otherwise would
have received since the March 2003 Transfer.

                Grupo Mexico Acquired ASARCO

Grupo Mexico purchased all of ASARCO's stocks in a leveraged
buy-out in 1999.  Grupo Mexico subsequently replaced ASARCO's
board of directors with new management consisting of its
affiliates.  Grupo Mexico then formed AMC as ASARCO's parent in
October 2000.

G. Irvin Terrell, Esq., at Baker Botts, L.L.P., in Houston,
Texas, contends that Grupo Mexico structured the buy-out so that
ASARCO assumed huge amounts of debt.  ASARCO was left
inadequately capitalized to conduct its business, Mr. Terrell
adds.

                   Sale of the SPCC Shares

In 2001, Grupo Mexico and AMC proposed to restructure ASARCO's
finances by purchasing the SPCC shares for US$100,000,000 and
assuming US$350,000,000 of ASARCO's debt.

Mr. Terrell states that in September 2000, the SPCC stock was
valued at US$978,000,000 and by July 2002, it was valued at
US$1,200,000,000.  Grupo Mexico and AMC, however, proposed to
acquire the SPCC stock for much less than the valuations.  To
that end, they directed ASARCO to engage Houlihan Lokey Howard &
Zukin and later, Ernst & Young Corporate Finance to provide
valuations.

Meanwhile, ASARCO was in the midst of an extended period of
financial distress throughout 2000 and 2001.  As a result,
ASARCO chose to sell assets and monetize environmental and toxic
tort insurance policies.  ASARCO used the asset sale proceeds
and substantial portions of the insurance settlements to fund
current operations, like making payroll.

In December 2001, Grupo Mexico and AMC directed ASARCO to redeem
US$50,000,000 bonds at par.  ASARCO, however, did not have funds
available to redeem the bonds, so Grupo Mexico provided a
US$42,000,000 "advance" of its purchase of the SPCC shares.

By April 2002, ASARCO could not obtain a solvency opinion,
making the transfer of the SPCC shares even more vulnerable to a
fraudulent transfer, Mr. Terrell points out.  Grupo Mexico and
AMC realized they would have to pay more than US$450,000,000 for
the SPCC stock.  Grupo Mexico and AMC began planning on a
US$600,000,000 purchase price.

Then, in August 2002, the United States Department of Justice
filed a lawsuit to enjoin ASARCO's transfer of the SPCC shares.
ASARCO settled the DOJ Lawsuit by agreeing that US$100,000,000
from the SPCC Sale proceeds would fund an environmental trust.

The DOJ Settlement would allow the transfer of the SPCC stock to
go through, Mr. Terrell notes.  However, ASARCO was not to
receive immediately available funds because the consideration to
be paid by AMC would be allocated for these items:

   -- US$450,000,000 would go to retire the credit facility
      guaranteed by Grupo Mexico as part of the 1999 LBO;

   -- US$100,000,000 was earmarked for the environmental trust;

   -- the US$42,000,000 of intercompany debt forgiveness to
      Grupo Mexico yielded no cash; and

   -- the remaining US$50,000,000, as well as US$50,000,000
      raised from monetizing insurance policies, was going to be
      used to retire ASARCO's US$100,000,000 7-3/8% bonds due
      2003 -- the Yankee Bonds.

Squire Sanders & Dempsey, LLP, ASARCO's counsel, repeatedly
warned ASARCO that the Transfer was subject to credible
fraudulent transfer challenge by ASARCO's creditors.
Nevertheless, ASARCO effected the Transfer in March 2003.

Mr. Terrell maintains that aside from its liquidity crises and
the pressure it received from its Board of Directors, ASARCO's
decision to sell the SPCC shares was driven by the concern that
SPCC was going to end up in the hands of ASARCO's creditors if
it did not sell.

Mr. Terrell argues that the Transfer of the SPCC shares is a
fraudulent transfer for these reasons:

   1. The SPCC shares were transferred with the actual intent to
      hinder, delay and defraud ASARCO's creditors;

   2. ASARCO received less than reasonably equivalent value in
      exchange for making the Transfer;

   3. The Transfer deprived ASARCO of assets that have
      appreciated in value since March 2003 as a result of the
      increase in the price of copper; and

   4. ASARCO was hopelessly insolvent at the time of the
      Transfer.  ASARCO was in default on many of its debt
      obligations.

If the sale to AMC is set aside, ASARCO believes that it may use
its interests in the Southern Peru mines to successfully plan
and complete its reorganization.

Accordingly, ASARCO asks the U.S. Bankruptcy Court for the
Southern District of Texas to:

   (a) declare that the Transfer of the SPCC shares is void;

   (b) direct AMC to immediately return the SPCC shares;

   (c) set aside and cancel all documents evidencing the
       Transfer of the SPCC shares to AMC;

   (d) award it money damages for the dividends it would have
       received on the SPCC shares; and

   (e) award its attorneys' fees, interests and costs to the
       full extent permitted by law.

               TRO is Necessary, ASARCO Says

In April 2006, Southern Copper made known its intent to sell
itself and begun talks with four major mining companies, Phelps
Dodge Corporation, Xstrata, Rio Tinto and Anglo American.
Southern Copper also disclosed that Grupo Mexico would consider
diluting its majority stake in the company.

If AMC is permitted to transfer or dilute its interest in SPCC,
ASARCO's estate will lose its equitable remedy of return, Mr.
Terrell asserts.

Thus, ASARCO asks the Court to issue a temporary restraining
order to enjoin Grupo Mexico and AMC from transferring their
interests in SPCC or taking any other act that might hinder or
delay ASARCO's ability to avoid the Transfer of the SPCC shares.

                      About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/
-- is an integrated copper mining, smelting and refining
company.  Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.
The Company filed for chapter 11 protection on Aug. 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  James R. Prince, Esq.,
Jack L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker
Botts L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A.
Jordan, Esq.,  and Harlin C. Womble, Esq., at Jordan, Hyden,
Womble & Culbreth, P.C., represent the Debtor in its
restructuring efforts.  Lehman Brothers Inc. provides the ASARCO
with financial advisory services And investment banking
services.  Paul M. Singer, Esq., James C. McCarroll, Esq., and
Derek J. Baker, Esq., at Reed Smith LLP give legal advice to the
Official Committee of Unsecured Creditors and David J. Beckman
at FTI Consulting, Inc., gives financial advisory services to
the Committee.  When the Debtor filed for protection from its
creditors, it listed US$600 million in total assets and US$1
billion in total debts.

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

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304),
Encycle, Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex.
Case No. 05-21346) also filed for chapter 11 protection, and
ASARCO has asked that the three subsidiary cases be jointly
administered with its chapter 11 case.  On Oct. 24, 2005,
Encycle/Texas' case was converted to a Chapter 7 liquidation
proceeding.  The Court appointed Michael Boudloche as
Encycle/Texas, Inc.'s Chapter 7 Trustee.  Michael B. Schmidt,
Esq., and John Vardeman, Esq., at Law Offices of Michael B.
Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for chapter 11
protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774
to 06-20776).

(ASARCO Bankruptcy News, Issue No. 38; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)

The Honorable Richard S. Schmidt of the U.S. Bankruptcy Court
for the Southern District of Texas in Corpus Christi extended
the Debtors' exclusive period to file a plan of reorganization
to April 6, 2007, and their exclusive period to solicit
acceptances of that plan until June 6, 2007.


BURGER KING: To Sell 23 Mil. Shares in Secondary Public Offering
----------------------------------------------------------------
Burger King disclosed that its private shareholders will be
selling 23 million shares at US$20.71 per share in a secondary
public offering.  The sale is expected to generate US$476.33
million.

Burger King's shares first sold in May 2006 at US$17 per share.

The Miami Herald says that once the sale is completed, ownership
of the burger chain by Texas Pacific Group, Bain Capital and
Goldman Sachs Capital Partners will be reduced.  These private
investors, which bought the company in December 2002 and made it
public in May 2006, hold 75.1% of Burger King.  After the sale,
their stake would decline to 60.2%.

The sale, the Herald says, is brought about by Burger King's
turnaround progress.  The company reported earnings higher than
what experts forecasted.  It posted an increase in net income of
41% to US$38 million.

JPMorgan Chase & Co., Goldman Sachs and Morgan Stanley will act
as book-running managers for the offering. Banc of America
Corp., Citigroup Inc., Loop Capital Markets and Wachovia Corp.
will act as co-managers.

Headquartered in Miami, Florida, The Burger King --
http://www.burgerking.com/-- operates more than 11,000
restaurants in more than 60 countries and territories worldwide.
Approximately 90% of Burger King restaurants are owned and
operated by independent franchisees, many of them family owned
operations that have been in business for decades.  Burger King
Holdings Inc., the parent company, is private and independently
owned by an equity sponsor group comprised of Texas Pacific
Group, Bain Capital and Goldman Sachs Capital Partners.

Burger King Corp. operates restaurants in the Latin American,
Caribbean and Mexican Region.  The company's first international
restaurant opened in 1963 in Puerto Rico.  Since 1994, Burger
King has opened more than 300 restaurants in the Latin American
region, producing some of the strongest comparable store sales
growth for the brand around the world.  Burger King(R)
restaurants in Latin America serve approximately 1,600 customers
per day each, making them some of the highest volume restaurants
in the system.

                        *    *    *

As reported in the Troubled Company Reporter on Oct. 17, 2006,
in connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the restaurant sector, the rating agency revised
its Corporate Family Rating for Burger King Corp. to Ba3 from
Ba2.

Additionally, Moody's held its Ba2 ratings on the Company's
US$150 million Senior Secured Revolver Due 2011 and US$250
million Senior Secured Term Loan A Due 2011.  Moody's assigned
those loan facilities an LGD3 rating suggesting lenders will
experience a 35% loss in the event of default.


DELTA AIR: Bankruptcy Court Approves Disclosure Statement
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has approved Delta Air Lines' Disclosure Statement filed in
connection with the company's proposed Plan of Reorganization.
The court also authorized Delta to begin soliciting approval
from its creditors for the Plan of Reorganization.  Prior to the
hearing Delta successfully resolved all objections that had been
filed.

Delta Air Lines Chief Executive Officer Gerald Grinstein said,
"This is an important and exciting time for Delta.  The court's
approval to proceed validates and recognizes the remarkable
progress Delta people have made together to transform this great
airline.  There is no question good things are in store for our
people, our customers, our creditors and the communities we
serve as we approach the end of our successful Chapter 11
restructuring."

At the hearing, U.S. Bankruptcy Court Judge Adlai Hardin ruled
that Delta's Disclosure Statement is adequate for the purposes
of soliciting creditor approval for the Plan of Reorganization.
A confirmation hearing for the court to consider approval of the
Plan of Reorganization has been scheduled for April 25, 2007.

Edward H. Bastian, Delta's chief financial officer and head of
the company's restructuring efforts, said, "Having received
another crucial and tremendous vote of confidence in our plan
and our people, we remain on course to exit bankruptcy this
spring -- possibly as soon as late April -- as a strong,
fiercely competitive airline.  Backed by the support of our many
stakeholders and using the bankruptcy process the right way,
Delta people have strengthened and improved every aspect of how
we do business.  Upon emergence, Delta will be one of the best
positioned airlines in the country based on financial strength
and profit potential, with unit costs among the lowest of any
traditional network carrier."

In the next two weeks, Delta will begin mailing notices of the
proposed confirmation hearing to, and begin the process of
soliciting approvals for the Plan of Reorganization from,
qualified claim holders.  The Unsecured Creditors' Committee in
Delta's proceedings has stated its support for Delta's Plan of
Reorganization and has provided a letter to the company, which
will be mailed to creditors with the Disclosure Statement,
recommending that creditors vote in favor of the Plan of
Reorganization.  The two other committees appointed in Delta's
Chapter 11 proceedings are also supporting the Plan of
Reorganization.  Assuming the requisite approvals are received
and the court confirms the plan under the company's current
timetable, Delta will emerge from Chapter 11 protection this
spring.

As previously reported, Delta has received a commitment for up
to US$2.5 billion in exit financing from a consortium of lenders
co-led by six financial institutions -- JPMorgan, Goldman, Sachs
& Co., Merrill Lynch, Lehman Brothers, UBS, and Barclays
Capital.  The facility, the terms of which have been approved by
the Creditors' Committee, will consist of:

   -- a US$1 billion first-lien revolving credit facility,
   -- a US$500 million first-lien Term Loan A, and
   -- a US$1 billion second-lien Term Loan B.

It will be secured by substantially all of the first-priority
collateral securing the existing debtor-in-possession
facilities.

Proceeds from the facility will be used by Delta to repay its
US$2.1 billion debtor-in-possession credit facilities led by GE
Capital and American Express, to make other payments required
upon exit from bankruptcy and to increase its already strong
cash balance.

If the company's Plan of Reorganization is confirmed, current
holders of Delta's equity will not receive any distributions
following emergence and their equity interests will be cancelled
once the Plan of Reorganization becomes effective.

Headquartered in Atlanta, Georgia, Delta Air Lines (OTC: DALRQ)
-- http://www.delta.com/-- is the world's second-largest
airline in terms of passengers carried and the leading U.S.
carrier across the Atlantic, offering daily flights to 502
destinations in 88 countries on Delta, Song, Delta Shuttle, the
Delta Connection carriers and its worldwide partners.  The
Company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents
the Debtors in their restructuring efforts.  Timothy R. Coleman
at The Blackstone Group L.P. provides the Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provide the Official
Committee of Unsecured Creditors with legal advice.  John
McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James
S. Feltman at Mesirow Financial Consulting, LLC, serve as the
Committee's financial advisors.  As of June 30, 2005, the
company's balance sheet showed US$21.5 billion in assets and
US$28.5 billion in liabilities.


DELTA AIR: Bankruptcy Court Prohibits Pilot Work Actions by ALPA
----------------------------------------------------------------
U.S. Bankruptcy Judge Adlai Hardin Jr. ruled, on Feb. 7, 2007,
in favor of Comair's motion to enjoin work actions by the Air
Line Pilots Association and its members.  The ruling restricts
the union and individual pilots from disrupting the regional
carrier's operations.  Those who violate the ruling face serious
consequences, including the possibility of personal liability
and other legal penalties.

"The majority of our employees are dedicated professionals who
would not do anything to negatively affect our customers, but we
could not ignore ALPA's constant, public threats to strike,"
said Comair President Don Bornhorst.  "The injunction helps us
protect our business, customers and employees and is an
unfortunate necessity to allow us to complete our
restructuring."

Unless a tentative agreement is reached before midnight on
Friday, Feb. 9, 2007, Comair will move forward with implementing
changes to the pilot contract approved by Judge Hardin in
December 2006.  The cost savings from the pilot contract were
the last major piece of Comair's reorganization, with the pilots
being the only group not affected by concessions since the
airline filed for Chapter 11 more than 15 months ago.

In that time, Comair and ALPA have been engaged in ongoing
negotiations and have been unable to finalize an agreement.
After the Bankruptcy Court authorized the company to make
changes to the pilot contract in December 2006, Comair continued
talks with ALPA to try to reach a consensual agreement.

The company remains committed to continuing discussions with the
union after the implementation of contract changes.

Comair is a wholly owned subsidiary of Delta Air Lines Inc. and
a Delta Connection carrier.  The airline employs 6,500 aviation
professionals and operates 795 flights a day to approximately
100 cities in the United States and Canada.

                    About Delta Air Lines

Headquartered in Atlanta, Georgia, Delta Air Lines (OTC: DALRQ)
-- http://www.delta.com/-- is the world's second-largest
airline in terms of passengers carried and the leading U.S.
carrier across the Atlantic, offering daily flights to 502
destinations in 88 countries on Delta, Song, Delta Shuttle, the
Delta Connection carriers and its worldwide partners.  The
Company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents
the Debtors in their restructuring efforts.  Timothy R. Coleman
at The Blackstone Group L.P. provides the Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provide the Official
Committee of Unsecured Creditors with legal advice.  John
McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James
S. Feltman at Mesirow Financial Consulting, LLC, serve as the
Committee's financial advisors.  As of June 30, 2005, the
company's balance sheet showed US$21.5 billion in assets and
US$28.5 billion in liabilities.


DELTA AIR: Plan Confirmation Hearing Slated for April 25
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
set a hearing at 2:30 p.m. on April 25, 2007, to consider
confirmation of Delta Air Lines Inc. and its debtor-affiliates'
Plan of Reorganization.

The hearing will be held at the United Bankruptcy Court,
Courtroom 701, 1 Bowling Green in New York City.

Headquartered in Atlanta, Georgia, Delta Air Lines (OTC: DALRQ)
-- http://www.delta.com/-- is the world's second-largest
airline in terms of passengers carried and the leading U.S.
carrier across the Atlantic, offering daily flights to 502
destinations in 88 countries on Delta, Song, Delta Shuttle, the
Delta Connection carriers and its worldwide partners.  The
Company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents
the Debtors in their restructuring efforts.  Timothy R. Coleman
at The Blackstone Group L.P. provides the Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provide the Official
Committee of Unsecured Creditors with legal advice.  John
McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James
S. Feltman at Mesirow Financial Consulting, LLC, serve as the
Committee's financial advisors.  As of June 30, 2005, the
company's balance sheet showed US$21.5 billion in assets and
US$28.5 billion in liabilities.


DIRECTV GROUP: District Court Orders Anti-Time Warner Ads Halt
--------------------------------------------------------------
Judge Laura Taylor Swain of the US District Court for the
Southern District of New York has ordered DirecTV Group to stop
running advertisements claiming that its service was superior to
Time Warner's cable unit, Reuters reports.

According to Reuters, Time Warner filed a lawsuit against
DirecTV Group in December 2006, claiming that the latter
resulted to false advertising and deceptive business practices.

Reuters relates that the ads featured former Star Trek actor
William Shatner and pop star Jessica Simpson.  It was aired in
December 2006 until January 2007.

Judge Swain handed an injunction against DirecTV as its ads
disparaged the quality of Time Warner's high-definition
programming, Reuters says.

The court also ordered DirecTV to stop any similar
advertisements on its Web site or on other sites, Reuters
states.

Headquartered in El Segundo, California, The DirecTV Group, Inc.
(NYSE: DTV) -- http://www.directv.com/-- provides direct
broadcast satellite service to more than 15 million customers in
the US and more than 1.5 million customers through its DirecTV
Latin America segment.

                        *    *    *

The DIRECTV Group Inc.'s long-term local and foreign issuer
credits carry Standard & Poor's BB ratings.  The ratings were
placed on Aug. 9, 2004 with a stable outlook.


DOMINO'S PIZZA: Commences Common Stock & 8-1/4% Notes Tenders
-------------------------------------------------------------
Domino's Pizza, Inc., disclosed both equity and debt tender
offers as part of an overall plan to recapitalize the company.
The plan consists of four key elements:

   -- Tender offer for up to 13.85 million shares of Domino's
      Pizza, Inc., common stock at a purchase price not less
      than US$27.50 or greater than US$30.00 per share
      providing a liquidity event for shareholders electing to
      reduce their level of ownership under the newly proposed
      capital structure.

   -- Tender offer for all of the remaining 8-1/4% Senior
      Subordinated Notes due 2011 issued by Domino's, Inc.
      The aggregate outstanding principal amount of the notes
      is approximately US$274 million.

   -- Repayment of all outstanding borrowings under the
      existing senior credit facility and the termination of
      that facility.

   -- An asset-backed securitized facility in an amount of up to
      US$1.85 billion.

The process to convert to securitized financing from traditional
bank and bond financing is complex and the outcome cannot be
predicted with exact certainty.  The company anticipates
obtaining the funds needed to finance the tender offers and to
repay existing bank debt from a bridge loan facility (for which
it has received a customary commitment) providing for borrowings
of up to US$1.35 billion.  In the event an ABS facility is not
completed, the bridge loan facility will convert into a five-
year term loan that may, subject to market terms and conditions,
be refinanced through traditional financing options.

In comparison to the company's current bank and bond debt
structure, or other debt options, management believes an ABS
facility is an attractive source of financing with a lower
interest rate and fewer restrictive covenants.  After repayment
of all outstanding amounts under the bridge loan facility,
Domino's Pizza expects to use all or a portion of remaining
proceeds from the ABS facility to pay a significant special cash
dividend and to make equivalent payments and adjustments to
holders of outstanding stock options.  Domino's Pizza has
retained Lehman Brothers as structuring advisor for the
securitization financing.

David A. Brandon, Chairman and CEO, said, "Based on the strong
cash flow characteristics of our business, the appropriate
corporate finance decision for our company is one that includes
significant leverage. The most efficient and flexible debt we
can negotiate is asset-backed securitization, which provides the
lowest cost of financing available to us.  With this additional
capital, we will have a considerable amount of financial
flexibility and the ability to return equity to our shareholders
through our announced tender offer as well as the possibility of
a significant special cash dividend and future open-market share
repurchases."

Mr. Brandon continued, "As part of this plan, we are tendering
for up to 22% of our outstanding common stock in order to
provide a selling opportunity for those shareholders who prefer
a less-levered balance sheet.  Alternatively, shareholders who
don't participate may increase their percentage ownership and
will benefit from any potential future special dividends.  As
part of this go- forward plan, we will be recommending to our
Board of Directors the discontinuation of our ordinary
dividend."

                     Stock Tender Offer

Domino's Pizza has announced a modified "Dutch auction" tender
offer to purchase up to 13.85 million shares of its common stock
at a price per share not less than US$27.50 and not greater than
US$30.00, for a maximum aggregate purchase price of up to
approximately US$415.5 million.  The company commenced the stock
tender offer on Feb. 7 and expects the stock tender offer to
expire at 5:00 p.m. on March 9, 2007, unless extended.  The
number of shares proposed to be purchased in the stock tender
offer represents approximately 22% percent of the company's
currently outstanding common stock.

The directors and executive officers of the company have all
advised Domino's Pizza that they will not participate in this
tender offer. Investment funds associated with Bain Capital, LLC
(who currently own approximately 27% of Domino's Pizza's
outstanding shares) have elected not to participate in the stock
tender offer.  However, the company has entered into a
repurchase agreement with Bain that provides for Domino's Pizza
to purchase shares from the investment funds associated with
Bain shortly following the completion of the stock tender offer
so that the aggregate ownership of Bain's investment funds will
not exceed one-third of Domino's Pizza's total outstanding
shares immediately following such repurchase.  This obligation
to repurchase shares from Bain will be triggered if the shares
tendered in the stock tender offer exceed approximately 11.6
million shares.  If the stock tender offer is fully subscribed,
then Domino's Pizza will purchase approximately 1.1 million
shares from Bain at the same price as is paid in the stock
tender offer.

The company expects to return a significant amount of the
remaining capital raised by this recapitalization to
shareholders in the form of a significant special cash dividend.
Any special dividend considerations are expected to occur only
after the completion of the ABS funding facility, which will be
dependent on conditions of the company and market at that time.
In this event, the company will, pursuant to its dividend
equivalent rights policy, pay option holders with vested options
a cash payment equivalent to the dividend amount. Holders of
unvested options will receive a reduction in exercise price, to
the extent permitted by applicable law, equivalent to the
dividend amount.

The information agent for the stock tender offer is MacKenzie
Partners, Inc.  The depositary for the offer is American Stock
Transfer and Trust Company.  The dealer managers for the stock
tender offer are JP Morgan Securities Inc., Lehman Brothers and
Merrill Lynch & Co.

Shareholders with questions, or who would like to receive
additional copies of the tender offer documents, may call the
information agent toll-free at (800) 322-2885.

A modified "Dutch auction" allows shareholders to indicate how
many shares and at what price within the company's specified
range they wish to tender.  Based on the number of shares
tendered and the price specified by the tendering shareholders,
the company will determine the lowest price per share within the
range that will enable it to purchase up to 13.85 million
company shares, or such lesser number of shares as are properly
tendered.  The company will not purchase shares below a price
stipulated by a shareholder, and in some cases, may actually
purchase shares at prices above a shareholder's indication under
the terms of the modified "Dutch auction."  The stock tender
offer is not contingent upon a minimum number of shares being
tendered but is conditioned on a number of events, including the
receipt of necessary financing, as described in the offer to
purchase.

Management also notes that the company's full-year 2006 earnings
release and annual report on form 10-K will be filed with the
SEC on Feb. 23, 2007.

                     Bond Tender Offer

Domino's, Inc., is offering to purchase for cash any and all of
its 8-1/4% Senior Subordinated Notes due 2011 and is soliciting
consents to amend provisions of the notes and the indenture
dated as of June 25, 2003, in order to eliminate the restrictive
covenants currently contained in the notes and the indenture.
The Consent Payment Deadline (i.e., the time by which a holder
must tender notes in order to be eligible to receive the consent
payment equal to US$20.00 per US$1,000 principal amount of
notes) is 5:00 p.m., New York City time, on Feb. 23, 2007,
unless extended, and the bond tender offer expires at 12:01
a.m., New York City time, on March 9, 2007, unless extended or
earlier terminated.  If the Company extends either of these
dates and times, it will announce the new dates and times.

The price offered for the notes will be calculated on
Feb. 23, 2007, using a yield equal to a fixed spread plus the
yield to maturity of a U.S. Treasury note with a maturity date
that is close to July 1, 2007, the first date on which the
Company may redeem the notes. The fixed spread and the reference
U.S. Treasury note Domino's is using are specified in the chart
below. In addition, holders will be paid accrued interest on the
tendered notes to, but not including, the settlement date of the
bond tender offer.  The detailed methodology for calculating the
total consideration for validly tendered notes is outlined in
the offer to purchase and consent solicitation statement.

  Series of Securities: Domino's Inc. 8-1/4% Sr. Subordinated
                        Notes due 2011
  Outstanding Principal Amount: US$273.9 million
  Redemption Date: July 1, 2007
  Redemption Price on Redemption Date: 104.125%
  Reference US Treasury Note: 3.875% US Treasury Note Due
                              July 31, 2007
  Fixed Spread: + 50 basis points

The information agent for the bond tender offer is Global
Bondholder Services Corp.  The depositary for the bond tender
offer is The Bank of New York. The dealer managers for the bond
tender offer are JP Morgan Securities Inc., Lehman Brothers and
Merrill Lynch & Co. Bondholders with questions or who would like
additional copies of the bond tender offer documents may call
the information agent toll-free at (866) 804-2200.

                    Bridge Loan Facility

The company has obtained a commitment from Lehman Brothers,
JPMorgan and Merrill Lynch, to enter into a bridge loan facility
in order to provide financing for the tender offers and proceeds
to repay its existing bank debt.  The bridge loan facility will
provide financing during the interim period between closing of
the tender offers and the expected completion of the ABS
facility.  Borrowings under the bridge loan facility are
expected to be made shortly before the expiration of the bond
tender offer, in an amount sufficient to pay for tendered bonds,
and shortly before settlement of the stock tender offer, in an
amount sufficient to pay for tendered shares.  The bridge
facility will be structured to permit multiple draws in order to
provide Domino's Pizza with maximum flexibility in timing the
company's borrowings under the bridge loan facility.

                        ABS Facility

Domino's Pizza is in the process of negotiating the terms of an
ABS issuance that it expects will involve securitizing
substantially all of the company's existing revenue-generating
assets, which principally consist of the company's franchise-
related agreements, product distribution agreements and license
agreements for our intellectual property.  Domino's Pizza has
engaged Lehman Brothers as the sole structuring advisor and
joint bookrunner for the ABS facility. JP Morgan Securities Inc.
and Merrill Lynch & Co. will also act as joint bookrunners.  The
company is currently targeting the first half of 2007 for
completion of the ABS facility.  However, no assurance can be
given that the company will be able to successfully complete an
ABS facility on these terms or at all.

Once the securitization is completed, Domino's Pizza may use the
remaining funds for general corporate purposes, including the
contemplated significant special dividend.  The company may also
determine in the future to implement an open-market share
repurchase program.

Founded in 1960, Domino's Pizza Inc. -- http://www.dominos.com/
-- through its primarily franchised system, operates a network
of 8,190 franchised and Company-owned stores in the United
States and more than 50 countries.  The company has more than
500 stores in Mexico.  The Domino's Pizza(R) brand, named a
Megabrand by Advertising Age magazine, had global retail sales
of nearly US$5.0 billion in 2005, comprised of US$3.3 billion
domestically and US$1.7 billion internationally.  Domino's Pizza
was named "Chain of the Year" by Pizza Today magazine, the
leading publication of the pizza industry and is the "Official
Pizza of NASCAR(R)."  Domino's is listed on the NYSE under the
symbol "DPZ."

As of Sept. 10, 2006, Domino's Pizza's balance sheet showed a
US$592, 435,000 deficit compared with US$609,112,000 at
June 18, 2006.


GRUPO MEXICO: Ferromex Posts MXN1.52 Billion 2006 Net Earnings
--------------------------------------------------------------
Net profits of Ferromex, Grupo Mexico SA's railroad unit, has
increased 53.9% to MXN1.52 billion in 2006, compare with MXN985
million registered in 2005, news daily Milenio reports.

Business News Americas relates that Ferromex's revenues
increased 17.7% to MXN10.4 billion, while its operating profits
rose 20.5% to MXN2.36 billion.  This was partly due to greater
revenue from oil transports, which increased by MXN238 million
last year as a result from higher consumption and a 0.9% price
boost.

Ferromex's good performance was also due to revenue from
locomotive rentals, which increased by 75.7 million, mainly due
to the acquisition of 48 locomotives in December 2005 and 71 new
trains in 2006, BNamericas states.

Grupo Mexico SA de C.V. -- http://www.grupomexico.com/--
through its ownership of Asarco and the Southern Peru Copper
Company, Grupo Mexico is the world's third largest copper
producer, fourth largest silver producer and fifth largest
producer of zinc and molybdenum.

                        *    *    *

As reported in the Troubled Company Reporter-Latin America on
Dec 29, 2006, Fitch upgraded the local and foreign currency
Issuer Default Rating assigned to Grupo Mexico, S.A. de C. V. to
'BB+' from 'BB'.  Fitch said the rating outlook is stable.


HOME PRODUCTS: Court Approves Goldberg Kohn as Bankruptcy Atty.
---------------------------------------------------------------
The Honorable Christopher S. Sontchi of the U.S. Bankruptcy
Court for the District of Delaware authorized Home Products
International Inc. and Home Products International-North America
Inc. to employ the Law Firm of Goldberg Kohn, Bell, Black,
Rosenbloom & Moritz, Ltd., as their bankruptcy counsel, nunc pro
tunc to Dec. 20, 2006.

Goldberg Kohn will:

   (a) provide legal advice with respect to the Debtors' powers
       and duties as debtors-in-possession in the continued
       operation of their businesses and management of their
       properties;

   (b) pursue development and confirmation of a plan and
       approval of a disclosure statement;

   (c) prepare, on behalf of the Debtors, all necessary
       applications, motions, answers, orders, reports, and
       other legal papers as required by applicable bankruptcy
       or non-bankruptcy law, as dictated by the demands of the
       Debtors' cases, or as required by the Court, and
       representing the Debtors in any hearings or related
       proceedings;

   (d) appear in Court and protect the interests of the Debtors
       before the Court;

   (e) assist with any disposition of the Debtors' assets, by
       sale or otherwise; and

   (f) perform all other legal services for the Debtors, which
       may be necessary and proper in the Cases.

Ronald Barliant, Esq., a principal at Goldberg Kohn, disclosed
that the firm received a US$300,000 prepetition retainer.  Mr.
Barliant also disclosed the professionals who will render
services at their normal hourly rates:

      Professional                     Hourly Rate
      ------------                     -----------
      Ronald Barliant, Esq.                US$600
      Kathryn A. Pamenter, Esq.            US$370
      Kristina A. Bunker                   US$170

Mr. Barliant assured the Court that the firm does not hold or
represent any interest adverse to the Debtors or their estates
and is disinterested pursuant to Section 101(14) of the
Bankruptcy Code.

Mr. Barliant can be reached at:

      Ronald Barliant, Esq.
      Goldberg Kohn, Bell, Black, Rosenbloom & Moritz, Ltd.
      55 East Monroe Street, Suite 3700
      Chicago, IL 60603

Headquartered in Chicago, Illinois, Home Products International,
Inc. -- http://www.hpii.com/-- designs, manufactures, and
markets ironing boards, covers, and other high-quality, non-
electric consumer houseware products.  The Debtor's product
lines include laundry management products, bath and shower
organizers, hooks, hangers, home and closet organizers, and food
storage containers.  Their products are sold under the HOMZ
brand name, and are distributed to hotels, discounters, and
other retailers such as Wal-Mart, Kmart, Sears, Home Depot, and
Lowe's.  The company has operations in Mexico.

The company and its affiliate, Home Products International-North
America, Inc., filed for chapter 11 protection on Dec. 20, 2006
(Bankr. D. Del. Case Nos. 06-11457 and 06-11458).  Ronald
Barliant, Esq., and Kathryn A. Pamenter, Esq., at Goldberg Kohn,
Bell, Black, Rosenbloom & Moritz, Ltd., and Mark D. Collins,
Esq., and Michael J. Merchant, Esq., at Richards, Layton &
Finger P.A. represent the Debtors.  When the Debtors filed for
protection from their creditors, they listed estimated assets
between US$1 million and US$100 million and debts of more than
US$100 million.  The Debtors' exclusive period to file a chapter
11 plan of reorganization expires on April 18, 2007.


HOME PRODUCTS: Appoints Joseph Gantz as Executive Board Chairman
----------------------------------------------------------------
Home Products International Inc.'s Board of Directors has
appointed:

   (a) Joseph Gantz, currently the non-executive chairman of the
       board, as executive chairman of the board to serve until
       his successor is duly elected and qualified, his removal,
       or his resignation, whichever is earlier, and

   (b) Philip G. Tinkler to the board (Class II) to fill the
       vacancy left by the resignation of William C. Pate, who
       resigned from the board effective Jan. 16, 2006.

Mr. Tinkler joined the Audit Committee of the Board of Directors
effective upon his appointment as board member.  Mr. Pate's
resignation was not due to any disagreement with the company.

Mr. Gantz has been a General Partner of The Walnut Group, a
group of affiliated venture capital funds, for more than five
years.  The Walnut Group is an affiliate of Walnut Investment
Partners, L.P., a member of the company's major stockholder,
Storage Acquisition Company, L.L.C.

Mr. Gantz, 58, has also served as Managing Director of Gift
Holdings Management LLC, and Chairman of the Board of Directors
of Blue Ridge International Products Company, each for more than
5 years.

Mr. Gantz was not appointed as the Executive Chairman of the
Board pursuant to any arrangement or understanding between him
and any other persons.

Mr. Gantz has not, except as may have occurred in connection
with his affiliation with Storage Acquisition Company, L.L.C.,
entered into any related party transactions with the company
since the beginning of its last fiscal year and is not a party
to any currently proposed transactions with the company.

Mr. Gantz is not an employee of the company, and as such, has no
employment agreement with Home Products.

Philip G. Tinkler, 40, has served as the chief financial officer
of Equity Group Investments, L.L.C., a private investment firm
and has served in various other capacities for EGI and its
predecessor since 1990.

An affiliate of EGI is the managing member of the company's
major stockholder, Storage Acquisition Company, L.L.C.  Mr.
Tinkler has been Vice President - Finance and Treasurer of First
Capital Financial, L.L.C., a sponsor of public limited real
estate partnerships, since April 2001.  Mr. Tinkler also served
as the chief financial officer of Covanta Holding Corp. from
January 2003 until October 2004.

Mr. Tinkler was not selected pursuant to any arrangement or
understanding between him and any other persons.

However, pursuant to a Voting Agreement dated Oct. 28, 2004,
between Mr. Gantz and certain parties, and a Board Composition
Agreement entered into on Oct. 28, 2004, between Mr. Gantz and
certain parties, Mr. Gantz exercised his right to appoint Mr.
Tinkler as a board member.

Mr. Tinkler has not, except as may have occurred in connection
with his affiliation with Storage Acquisition, entered into any
related party transactions with Home Products since the
beginning of its last fiscal year and is not a party to any
currently proposed transactions with the company.

                    About Home Products

Headquartered in Chicago, Illinois, Home Products International,
Inc. -- http://www.hpii.com/-- designs, manufactures, and
markets ironing boards, covers, and other high-quality, non-
electric consumer houseware products.  The Debtor's product
lines include laundry management products, bath and shower
organizers, hooks, hangers, home and closet organizers, and food
storage containers.  Their products are sold under the HOMZ
brand name, and are distributed to hotels, discounters, and
other retailers such as Wal-Mart, Kmart, Sears, Home Depot, and
Lowe's.  It has operations in Mexico.

The company and its affiliate, Home Products International-North
America, Inc., filed for chapter 11 protection on Dec. 20, 2006
(Bankr. D. Del. Case Nos. 06-11457 and 06-11458).  Eric D.
Schwartz, Esq., at Morris, Nichols, Arsht & Tunnell, represents
the Debtors.  When the Debtors filed for protection from their
creditors, they listed estimated assets between US$1 million and
US$100 million and debts of more than US$100 million.


HOME PRODUCTS: Court Approves 2nd Amended Disclosure Statement
--------------------------------------------------------------
The Honorable Christopher S. Sontchi of the U.S. Bankruptcy
Court for the District of Delaware approved the Second Amended
Disclosure Statement explaining the Second Amended Plan of
Reorganization filed by Home Products International Inc. and
Home Products International - North America Inc.

                     Treatment of Claims

Under the Plan, these classes are unimpaired:

   -- Administrative Claims,
   -- Priority Tax Claims,
   -- Class 1 Priority Non-Tax Claims,
   -- Class 2 Prepetition Lender Secured Claims,
   -- Class 3 Miscellaneous Secured Claims,
   -- Class 4 General Unsecured Claims, and
   -- Class 7 Interests in HPI-NA.

Class 5 Noteholder Claims and Class 6 Interests in HPI are
impaired classes.

At the Debtors' option, holders of Allowed Administrative Claims
will be paid:

   -- in full in cash on the later of the plan effective date or
      the date the claim is allowed, or

   -- on terms agreed upon by the holder and the debtors.

Holders of Allowed Priority Tax Claims will receive cash
payments in equal annual installments starting on the
anniversary of the plan effective date, together with interest
on the unpaid balance on the later of the plan effective date,
the date the claim is allowed, or the date the holder and the
Debtors made an agreement.

Holders of Allowed Class 1 Priority Non-Tax Claims will received
cash on the later of the plan effective date, the date the claim
is allowed, or the date the holder and the Debtors made an
agreement.

Holders of Allowed Prepetition Lender Secured Claims will be
allowed in an amount equal to the principal amount outstanding
on the plan effective date plus accrued and unpaid interest,
costs, attorneys' fees, and expenses through the effective date.
Reorganized HPI-NA will pay the allowed claim in cash on the
later of the plan effective date or the date the claim became
allowed.

At the sole option of the Reorganized Debtors, on the plan
effective date:

   -- the legal, equitable, and contractual rights of each
      holder of Class 3 Allowed Miscellaneous Secured Claims and
      Class 4 Allowed General Unsecured Claims will remain the
      same and will not be discharged upon confirmation of the
      plan, or

   -- the Reorganized Debtors will provide other treatment as
      they and the holders agree.

Holders of Class 5 Allowed Noteholder Claims will receive:

   -- their pro rata share on 95% of the New HIP stock on the
      plan effective date, subject to dilution by the Management
      Incentive Plan Shares and Option.  The holders, however,
      may elect on the ballot to receive, in lieu of the new
      stock, cash equal to US$22.97 for each US$1,000 of Notes
      held, and

   -- the right to purchase New Convertible Notes.

Holders of Class 6 Allowed Interests in HPI will be cancelled.
Holders of Class 7 Allowed Interests in HPI-NA, however, will
retain their interests since Old HPI-NA stock will not be
cancelled.

A full-text copy of Home Product's Second Amended Disclosure
Statement is available for free at:

               http://ResearchArchives.com/t/s?1952

A full-text copy of Home Product's Second Amended Plan of
Reorganization is available for free at:

               http://ResearchArchives.com/t/s?1953

Headquartered in Chicago, Illinois, Home Products International,
Inc. -- http://www.hpii.com/-- designs, manufactures, and
markets ironing boards, covers, and other high-quality, non-
electric consumer houseware products.  The Debtor's product
lines include laundry management products, bath and shower
organizers, hooks, hangers, home and closet organizers, and food
storage containers.  Their products are sold under the HOMZ
brand name, and are distributed to hotels, discounters, and
other retailers such as Wal-Mart, Kmart, Sears, Home Depot, and
Lowe's.  It has operations in Mexico.

The company and its affiliate, Home Products International-North
America, Inc., filed for chapter 11 protection on Dec. 20, 2006
(Bankr. D. Del. Case Nos. 06-11457 and 06-11458).  Eric D.
Schwartz, Esq., at Morris, Nichols, Arsht & Tunnell, represents
the Debtors.  When the Debtors filed for protection from their
creditors, they listed estimated assets between US$1 million and
US$100 million and debts of more than US$100 million.


NORTEL: Outlines Next Steps in Business Transformation Plan
-----------------------------------------------------------
Nortel Networks outlined the next steps of its Business
Transformation plan, designed to complement growth initiatives
by increasing the company's global competitiveness and achieving
double-digit operating margins.

During the course of 2007 and into 2008, Nortel is expected to
implement a net reduction of its global workforce by
approximately 2,900 positions, with about 70% taking place in
2007.  In addition, the company plans to shift approximately
1,000 positions from higher-cost to lower-cost locations, with
approximately 40% of this activity taking place in 2007.  These
reductions will not affect sales positions in targeted growth
areas.

"We are transforming Nortel, and are focused on building a
highly competitive organization that drives innovation and
profitable growth," said Mike Zafirovski, president and chief
executive officer, Nortel. "In early 2006, Nortel laid the
foundations of its Business Transformation plan, and we provided
additional details and specific targets for our new business
model at the time of our third quarter 2006 results and at the
Nov. 15, 2006 Investor Conference."

The business model requirements include a significant reduction
in general and administrative expenses, driven by simplified
operations, reduced systems and improved processes.  In
addition, R&D investment will continue to be a top priority and
though reduced, will be maintained at an industry-competitive
15% of total revenues.  Funding will shift and increase
significantly Nortel's investment in high-growth opportunities.
Plans to increase the company's investment in sales and other
customer-facing functions remain unchanged by today's
announcement.

"These are tough but necessary measures, and we recognize the
impact they will have on affected employees," added Mr.
Zafirovski.  "However, as we roll-out the various initiatives
over the next two years, every effort will be made to leverage
normal attrition and re-deploy affected employees to other areas
of the company.  Our goal is nothing short of creating a high-
performance, successful and profitable enterprise based on a
highly motivated work environment powered by strong business
results."

Nortel will deliver additional cost savings by efficiently
managing its various business locations and consolidating real
estate requirements to reduce its global real-estate portfolio
by over 500,000 square feet of space in 2007.

Upon completion, these actions are expected to deliver
approximately US$400 million in annual savings, with
approximately half of the savings expected to be realized in
2007.  The cost of these actions could be as high as US$390
million, about US$300 million of which relates to the workforce
reductions and about US$90 million to the real estate actions.
Approximately 75% of these costs are expected to be recorded as
charges to the income statement in 2007 with most of the
remainder to be recorded as charges in 2008.  The expected cash
cost of the plan could be as high as US$370 million and is
expected to be incurred generally in the same timeframe.
However, with the concerted effort to re-deploy affected
employees to other parts of the company, the costs could be
lower.

Where appropriate, planned workforce reductions will be subject
to information and consultation requirements with employee
representatives.

Estimated Preliminary Results for Fourth Quarter Operating
Performance

Fourth quarter 2006 revenues are expected to be approximately
US$3.26 billion, up 8.8% from US$3.00 billion for the same
period in 2005.  Gross margin in the quarter is expected to be
slightly above 40% of revenue, with a strong contribution from
the LG joint venture and CDMA, up from 39.4% in the fourth
quarter of 2005.  Spending for the fourth quarter of 2006 is
expected to be flat to slightly higher than for the same period
last year.

Cash as at Dec. 31, 2006, was approximately US$3.50 billion, up
about US$900 million from Sept. 30, 2006.  This includes
approximately US$300 million of gross proceeds from the sale of
certain assets and liabilities of the UMTS Access business to
Alcatel-Lucent.

Nortel expects to report its operating and financial performance
for the fourth quarter and full year 2006 in the second half of
February 2007, in conjunction with the filing of the Annual
Report on Form 10-K.

"I am pleased with the progress made in 2006, and with the
strong performance Nortel delivered towards the end of the
year," said Mr. Zafirovski.  "Nortel is committed to our short
and long-term plans, and we are beginning to see the desired
results."

Based in Ontario, Canada, Nortel Networks Corp. (NYSE/TSX: NT)
-- http://www.nortel.com/-- is a recognized leader in
delivering communications capabilities that enhance the human
experience, ignite and power global commerce, and secure and
protect the world's most critical information.

Serving both service provider and enterprise customers, Nortel
delivers innovative technology solutions encompassing end-to-end
broadband, Voice over IP, multimedia services and applications,
and wireless broadband designed to help people solve the world's
greatest challenges.  Nortel does business in more than 150
countries, including in Indonesia, Australia, China, Mexico,
Philippines, and Thailand.

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 5, 2006,
Moody's Investors Service upgraded its B3 Corporate Family
Rating for Nortel Networks Corp. to B2.

Dominion Bond Rating Service confirmed the long-term ratings of
Nortel Networks Capital Corporation, Nortel Networks
Corporation, and Nortel Networks Limited at B (low) along with
the preferred share ratings of Nortel Networks Limited at Pfd-5
(low).  All trends are Stable.

DBRS confirmed B (low) Stb Senior Unsecured Notes; B (low) Stb
Convertible Notes; B (low) Stb Notes & Long-Term Senior Debt;
Pfd-5 (low) Stb Class A, Redeemable Preferred Shares; and Pfd-5
(low) Stb Class A, Non-Cumulative Redeemable Preferred Shares.


PORTRAIT CORP: Files Joint Plan & Disclosure Statement
------------------------------------------------------
Portrait Corp. of America Inc. and its debtor-affiliates filed a
joint plan of reorganization and a disclosure statement
explaining that plan with the U.S. Bankruptcy Court for the
Southern District of New York in White Plains.

                    Treatment of Claims

Under the Plan, holders of Allowed Administrative Expense Claims
will be paid in full and in cash.

On the Plan's effective date, the DIP obligations will be deemed
allowed and paid indefeasibly in full in accordance with the
terms of the DIP Agreement and DIP Order.  Upon full payment of
all DIP Obligations, all liens and security interests granted to
secure those obligations will be terminated.  Provided, however,
that the particular provisions of the DIP Agreement that are
specified to survive will survive.  Existing letters of credit
issued pursuant to the DIP Agreement will be cancelled and
replaced with new letters of credit to be issued pursuant to the
Exit Facility.

Holders of Allowed Priority Tax Claim will receive cash on the
later of the plan effective date or the date the claim became
allowed, or equal annual cash payments together with interest to
be determined by the Bankruptcy Court.

Holders of Class A Allowed Priority Non-Tax Claims will also be
paid in full in cash.

At the sole option of the Debtors, holders of Class B Allowed
Other Secured Claims will:

   (a) receive payment in full in cash plus post-commencement
       date interest;

   (b) have a reinstated claim;

   (c) receive the collateral securing their claim; or

   (d) receive a treatment that renders the claim unimpaired
       pursuant to Section 1124 of the Bankruptcy Code.

Holders of Class C Allowed Second Lien Notes Claims will
receive, in full satisfaction of their claim, their pro rata
share of 100% of Reorganized Portrait Corp of America common
stock.

Holders of Class D Allowed Senior Notes and Other Unsecured
Claims will receive their pro rata distribution of new warrants.

Holders of Class E Allowed Convenience Class Claims will receive
1% of their allowed claim as payment.

Holders of Class F Allowed Goldman Note Claims, Class G Allowed
Old Preferred Equity Interests, Class H Allowed Old Common
Equity Interests, and Class I Allowed Old Common Subsidiary
Equity Interests will not receive anything under the plan.

Goldman Note Claims refer to:

   -- the 13.75% Senior Subordinated Notes due 2010, issued to
      GS Mezzanine Partners II L.P. and GS Mezzanine Partners II
      Offshore L.P.  These notes were guaranteed by Portrait
      Corporation of America Inc., American Studios Inc., PCA
      National LLC, PCA National of Texas LP, PCA Photo
      Corporation of Canada Inc., Photo Corporation of America
      Inc., and PCA Finance Corp; and

   -- the 16.5% Senior Subordinated Notes due 2010, issued to
      GS Mezzanine Partners II L.P. and GS Mezzanine Partners II
      Offshore L.P.

                    About Portrait Corp.

Portrait Corp. of America Inc. -- http://pcaintl.com/--  
provides professional portrait photography products and services
in North America.  The Company operates portrait studios within
Wal-Mart stores and Supercenters in the United States, Canada,
Mexico, Germany, and the United Kingdom.  The company also
operates a modular traveling business providing portrait
photography services in additional retail locations and to
church congregations and other institutions.

Portrait Corporation and its debtor-affiliates filed for Chapter
11 protection on Aug. 31, 2006 (Bankr S.D. N.Y. Case No.
06-22541).  John H. Bae, Esq., at Cadwalader Wickersham & Taft
LLP, represents the Debtors in their restructuring efforts.
Berenson & Company LLC serves as the Debtors' Financial Advisor
and Investment Banker.  Kristopher M. Hansen, Esq., at Stroock &
Stroock & Lavan LLP represents the Official Committee of
Unsecured Creditors.  Peter J. Solomon Company serves as
financial advisor for the Committee.  At June 30, 2006, the
Debtor had total assets of US$153,205,000 and liabilities of
US$372,124,000.


TANK SPORTS: Completes Acquisition of Redcat Motors
---------------------------------------------------
Tank Sports Inc. has completed the acquisition of Redcat Motors.

At the Redcat headquarters in Phoenix, Arizona, the Tank Sports
management team led by Chairman Jiangyong Ji and the Redcat
management team led by CEO Darin Oreman and COO Lucian Spataro
signed the final documents needed to complete the transaction on
Jan. 30, 2007, which included the stock transfer from Redcat
Motors to Tank Sports.

As reported in the Troubled Company Reporter on Jan. 5, 2007,
Tank Sports signed a definitive agreement with Darin and
Michelle Oreman of Hexagon Financial, LLC to acquire
LowPrice.com, Inc., dba Redcat Motors.

"From this day on we own 100% of Redcat's common stock.  Tank's
history since 2004 will be rewritten," said Tank CEO Jingjing
Long.  "We believe that Tank's performance will reach new
heights in 2007 and beyond.  Tank and Redcat's merger report and
combined financials will soon be available.  The reports will
provide more details to the investors for stronger financial
data and give them a synergized view of the deal.  After the
merger, Lucian will be in charge of operation for both dba Tank
in El Monte, California and dba Redcat in Phoenix, Arizona.
Darin will be the lead for the Redcat subsidiary.  With the
addition of Redcat, we are looking forward for the future
development of a stronger Tank Sports."

By acquiring Redcat Motors, Tank also benefits from Redcat's
strong management team, which will stay in place and will
further enhance Tank's already strong management team.  A tier 1
ERP system, 4 warehouse locations strategically located across
the United States and over 300 Redcat dealers are a few of the
Redcat strengths that are currently being integrated into the
combined company.

The company estimates the revenue will reach US$39 millions by
the year-end of 2007.

                   About Redcat Motors

Redcat Motors imports and distributes off-road power-sports
products from China.  The company has 5 regional warehouse
locations and a dealership network of over 300 dealers.
Important operational procedures are conducted online using a
tier 1 ERP system, which includes ordering inventory from China,
arranging ocean freights and shipments to U.S. contract
warehouses.  Redcat Dealers also place orders through the
company's website, and access availability of product and
monitor inventory levels.  Product offering includes ATV's &
off-road motorcycles.

                  About Hexagon Financial

Based in Phoenix, Arizona, Hexagon Financial, LLC, provides
venture capital and management support for high growth companies
in niche markets in the United States.

                      About Tank Sports

Headquartered in El Monte, California, Tank Sports, Inc.,
(OTCBB: TNSP) -- http://www.tank-sports.com/-- develops,
engineers, and markets high-performance on-road motorcycles &
scooters, off-road all-terrain vehicles (ATVs), dirt bikes and
Go Karts through OEMs in China.  The company's motorcycles and
ATVs products are manufactured in China and Mexico.

                      Going Concern Doubt

Kabani & Company, Inc., in Los Angeles, California, raised
substantial doubt about Tank Sports, Inc.'s ability to continue
as a going concern after auditing the company's financial
statements for the year ended Feb. 28, 2006.  The auditor
pointed to the company's net loss and accumulated deficit.


WERNER LADDER: Agrees to Sell All Assets for US$255.75 Million
------------------------------------------------------------
Werner Holding Co. (DE), Inc., Black Diamond Capital Management
and Brencourt Advisors, LLC have entered into an agreement for
Werner to sell substantially all of its assets pursuant to
section 363 of the Bankruptcy Code, subject to the negotiation
of definitive documentation.  The proposal provides for the
purchase of Werner's assets with a combination of cash and
contributed first lien debt at an indicated enterprise value of
approximately US$255.75 million.

The joint proposal sets certain milestone dates, including
approval of bid procedures by March 7, 2007, an auction, if
necessary, by May 1, 2007 and a sale hearing on May 7, 2007.
The proposal requires a closing by May 17, 2007, which can be
extended if certain regulatory approvals are required.

"We are very pleased to have entered into this agreement with
Black Diamond and Brencourt, which demonstrates that we are well
on our way to completing our restructuring and positioning our
business to be well capitalized and viable long into the
future," James J. Loughlin, Jr., Werner's Interim Chief
Executive Officer, stated.  "This agreement substantiates the
progress Werner has made with its operational restructuring and
the underlying value of the Werner franchise.  With this
agreement, we expect the business to exit chapter 11 before the
end of the second quarter."

"We are pleased to have entered into this agreement with
Brencourt and Werner and look forward to continuing our support
of the Werner business," Steven Deckoff, Managing Principal of
Black Diamond Capital Management, L.L.C. stated.

                About Black Diamond Capital

Founded in 1995, Black Diamond Capital Management, L.L.C. is an
alternative asset management firm with approximately US$10
billion under management in a combination of distressed-
debt/private equity funds, hedge funds and structured vehicles.
Black Diamond has offices in Greenwich, Connecticut, and Lake
Forest, Illinois and London in the United Kingdom.

                  About Brencourt Advisors

Brencourt Advisors, LLC was formed in 2001 as a registered
investment advisor to various alternative investment funds.
Brencourt currently manages approximately US$2 billion in assets
and has offices in New York City and London in the United
Kingdom.

                    About Werner Ladder

Based in Greenville, Pennsylvania, Werner Holding Co. (DE) Inc.
aka Werner Ladder Co. -- http://www.wernerladder.com/--  
manufactures and distributes ladders, climbing equipment and
ladder accessories.  The company and three of its affiliates
filed for chapter 11 protection on June 12, 2006 (Bankr. D. Del.
Case No. 06-10578).  The Debtors are represented by the firm of
Willkie Farr & Gallagher LLP as lead counsel and the firm of
Young, Conaway, Stargatt & Taylor LLP as co-counsel.  Rothschild
Inc. is the Debtors' financial advisor.  The Official Committee
of Unsecured Creditors is represented by the firm of Winston &
Strawn LLP as lead counsel and the firm of Greenberg Traurig LLP
as co-counsel.  Jefferies & Company serves as the Creditor
Committee's financial advisor.  At March 31, 2006, the Debtors
reported total assets of US$201,042,000 and total debts of
US$473,447,000.  The Debtors' requested the Court to extend its
exclusive period to file a chapter 11 plan of reorganization to
March 9, 2007.  The company has operations in Mexico.


WERNER LADDER: Court Approves Second Forbearance Agreement
----------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
has approved Werner Holding Co. (DE) aka Werner Ladder Co.'s
second forbearance agreement that Werner entered into with Black
Diamond Capital Management, the provider of the company's US$99
million debtor-in-possession financing.  The new forbearance
agreement will ensure Werner's continued access to all the funds
necessary to operate its business and to complete its
operational and financial restructuring.

James J. Loughlin, Jr., Werner's Interim Chief Executive
Officer, said, "We are pleased that the court has approved our
second forbearance agreement with Black Diamond.  This agreement
provides Werner with the financial flexibility to complete its
restructuring and continue positioning our business for long-
term success."

Werner also received a competing offer to acquire its assets
from an investment group including certain of Werner's creditors
presented as being in the amount of US$262 million.  Werner
announced on Feb. 2, 2007, that Black Diamond Capital Management
and Brencourt Advisors, LLC had entered into an agreement to
purchase Werner's assets with a combination of cash and
contributed first lien debt at an indicated enterprise value of
approximately US$255.75 million, subject to the negotiation of
definitive documentation.

Werner expects to file with the court a motion around Feb. 15,
which will outline the bidding procedures for a formal auction
that will be subject to court approval.  The auction is
currently anticipated to occur in early May.

Based in Greenville, Pennsylvania, Werner Holding Co. (DE) Inc.
aka Werner Ladder Co. -- http://www.wernerladder.com/--  
manufactures and distributes ladders, climbing equipment and
ladder accessories.  The company and three of its affiliates
filed for chapter 11 protection on June 12, 2006 (Bankr. D. Del.
Case No. 06-10578).  The Debtors are represented by the firm of
Willkie Farr & Gallagher LLP as lead counsel and the firm of
Young, Conaway, Stargatt & Taylor LLP as co-counsel.  Rothschild
Inc. is the Debtors' financial advisor.  The Official Committee
of Unsecured Creditors is represented by the firm of Winston &
Strawn LLP as lead counsel and the firm of Greenberg Traurig LLP
as co-counsel.  Jefferies & Company serves as the Creditor
Committee's financial advisor.  At March 31, 2006, the Debtors
reported total assets of US$201,042,000 and total debts of
US$473,447,000.  The Debtors' requested the Court to extend its
exclusive period to file a chapter 11 plan of reorganization to
March 9, 2007.  The company has operations in Mexico.




===========
P A N A M A
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CLOROX CO: Richard Carmona & Edward Mueller Elected to Board
------------------------------------------------------------
The Clorox Company elected Edward A. Mueller and Dr. Richard H.
Carmona, M.D., M.P.H., F.A.C.S., to its board of directors.

"I am delighted to have such outstanding individuals joining our
board," said Chairman and Chief Executive Officer Don Knauss.
"Richard Carmona's distinguished medical background and
commitment to public health will be invaluable as we continue to
build the company's health-and-wellness platform.  He will also
provide unique insight into developing products that meet the
needs of Latino consumers.

"Edward Mueller's extensive retail, executive and board
experience are a perfect fit for Clorox, and will serve us well
as we continue to develop our corporate strategy for the
company's 2013 centennial and beyond."

Mr. Carmona, 57, has been vice chairman of Canyon Ranch, a life-
enhancement company, since October 2006.  As vice chairman, he
works with Canyon Ranch's executives and integrative medicine
team on major projects including joint ventures with Cleveland
clinic, one of the country's academic medical research
institutions.  He also serves as chief executive officer of the
Canyon Ranch Health division and president of the nonprofit
Canyon Ranch Institute.  He is also the first professor of
public health at the Mel and Enid Zuckerman College of Public
Health at the University of Arizona.

Before joining Canyon Ranch, Mr. Carmona served as the 17th
Surgeon General of the United States, achieving the rank of Vice
Admiral.  Previously, he was chairman of the State of Arizona
Southern Regional Emergency Medical System; a professor of
surgery, public health, and family and community medicine at the
University of Arizona; and surgeon and deputy sheriff of the
Pima County, Arizona, Sheriff's Department.

Mr. Carmona also held positions of increasing responsibility in
the Pima County health-care system, including chief medical
officer, hospital chief executive officer, public health officer
and finally chief executive officer.  In addition, he served in
the U.S. Army and the Army's Special Forces.  A native of New
York, he holds an associate degree from Bronx Community College
of the City University of New York; bachelor's and medical
degrees from the University of California San Francisco; and a
master's degree in public health from the University of Arizona.

Mr. Mueller, 59, most recently led Williams-Sonoma Inc.  He
joined Williams-Sonoma as chief executive officer in January
2003, and served on the board of directors from 1999 until
leaving the company in July 2006.

Before joining Williams-Sonoma, Mr. Mueller served as president
and chief executive officer of Ameritech Corporation, a
subsidiary of SBC Communications, Inc.  He joined SBC in 1968,
and held numerous executive positions, including president and
chief executive officer of Southwestern Bell Telephone Company,
president and chief executive officer of Pacific Bell and
president of SBC International, Inc.

Mr. Mueller is a member of the board of directors of VeriSign,
Inc.  A native of St. Louis, he holds a bachelor's degree in
civil engineering from the University of Missouri and an
executive master's degree in business administration from
Washington University.

Headquartered in Oakland, California, The Clorox Company --
http://www.thecloroxcompany.com/-- provides household cleaning
products and reaches beyond bleach.  Although best known for
bleach (leader worldwide), Clorox makes laundry and cleaning
items (Formula 409, Pine-Sol, Tilex), cat litter (Fresh Step),
car care products (Armor All, STP), the Brita water-filtration
system (in North America), and charcoal briquettes (Kingsford).

In Latin America, Clorox has manufacturing facilities in Costa
Rica, Dominican Republic, Panama, Peru and Colombia, among
others.

At Dec. 31, 2006, Clorox's balance sheet showed total assets of
US$3,624 million and total liabilities of US$3,657 million
resulting in a stockholders' deficit of US$33 million.  The
company reported a stockholders' deficit of US$156 million at
June 30, 2006.




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COMVERSE TECHNOLOGY: Zeev Bregman Resigns as Unit's CEO
-------------------------------------------------------
Comverse Technology, Inc., disclosed that Zeev Bregman, the
Chief Executive Officer of its Comverse, Inc. subsidiary, has
decided to leave the company on March 31.  Yaron Tchwella, the
President of Comverse, Inc.'s InSight Open Services Environment
(Messaging) Group and a 10-year veteran of the company, has been
named President and will lead Comverse, Inc. after Mr. Bregman's
departure.  Mr. Bregman will work closely with Mr. Tchwella and
Comverse Technology's Board of Directors to ensure a smooth
transition.

Mark C. Terrell, Chairman of Comverse Technology's Board stated,
"Zeev has led a fundamental transformation of Comverse, Inc. --
steering it through the telecom crisis, significantly increasing
revenues and building it from a narrowly focused voice mail
business into a market leading, diversified communications
software company.  Comverse, Inc. has become a truly global
company, with a greatly expanded customer base and a well-earned
reputation for bold technological innovations. While we will
certainly miss him, we respect his decision to leave the company
and thank him for his years of dedicated service."

Mr. Bregman commented, "After nearly 20 years with Comverse,
Inc. -- including more than six years as CEO -- I have decided
to leave the company to explore other opportunities, as well as
to spend more time with my family.  I have enormous confidence
in our employees and our management team, and in the expertise
of our new Board of Directors.  I look forward to working with
Yaron and everyone else involved to ensure that this transition
takes place smoothly, with no effect on our services to
customers or our intense focus on delivering value to our
investors.  The best interests of the company remain my first
priority."

Mr. Terrell also said, "We are pleased that Yaron Tchwella has
agreed to lead Comverse, Inc.'s business.  Yaron is a talented,
experienced executive with a strong track record of success,
deep knowledge of our operations, products and customers and a
thorough understanding of the challenges resulting from changing
industry dynamics."

Mr. Tchwella commented, "Zeev has provided extraordinary
leadership over the years, and I look forward to working closely
with him, the Board of Directors and the entire Comverse team to
ensure continued business progress and seamless service.
Comverse has a multitude of cutting-edge products and
technology, and as a leading supplier to the world's largest and
most successful telecommunication carriers, I am confident that
Comverse is well equipped to adapt and succeed in the
dynamically changing telecommunications environment."

        Update on Developments at Comverse Technology

The Comverse Technology Board recently launched a search for a
new Chief Executive Officer, who will be responsible for the
strategy of Comverse Technology and the performance of its
operations.

"The Comverse Technology Board is moving systematically to put
new leadership in place and to assess corporate structure and
opportunities.  The new CEO will work with the Board in its
ongoing review of Comverse Technology's businesses and areas of
competitive opportunity and to effect strategies that serve the
interests of investors, customers and employees," said Mr.
Terrell.

Yaron Tchwella is a member of Comverse, Inc.'s Senior Management
team who began his tenure at Comverse, Inc. in 1997, and who has
held several senior management and product development
positions.  In 2000, he was assigned to establish Comverse,
Inc.'s U.S. Research & Development center, and in 2001 was named
Vice President of Professional Services, Americas.  In 2002, he
was named Vice President and General Manager of Comverse
Americas Services, where he was responsible for product
development, delivery and customer service in Comverse Americas.
He became President of Comverse, Inc.'s entire messaging
business in 2003.

Comverse Technology, Inc. -- http://www.comverse.com/--  
(NASDAQ: CMVT) through its Comverse, Inc. subsidiary, provides
software and systems enabling network-based multimedia enhanced
communication and billing services.  The company's Total
Communication portfolio includes value-added messaging,
personalized data and content-based services, and real-time
converged billing solutions.  Over 450 communication and content
service providers in more than 120 countries use Comverse
products to generate revenues, strengthen customer loyalty and
improve operational efficiency.

Other Comverse Technology subsidiaries include: Verint Systems
(NASDAQ: VRNT), which provides analytic software-based solutions
for communications interception, networked video security and
business intelligence; and Ulticom (NASDAQ: ULCM), which
provides of service enabling signaling software for wireline,
wireless and Internet communications.

In Latin America, Comverse has operations in Argentina, Brazil,
Mexico and Peru.

                        *    *    *

As reported in the Troubled Company Reporter on Feb. 2, 2007,
Standard & Poor's Ratings Services kept its 'BB-' corporate
credit and senior unsecured debt ratings on New York, New York-
based Comverse Technology Inc. on CreditWatch with negative
implications, where they were placed on March 15, 2006.


HERTZ CORP: Seeks to Amend Term Loan & ABL Revolving Facilities
---------------------------------------------------------------
The Hertz Corp. is seeking to amend its term loan facility and
asset based revolving credit facility.

The proposed amendments would have the effect of lowering the
pricing on the Term Loan Facility by 25 basis points from the
pricing currently in effect and the ABL Facility by 25 basis
points, which should result in corresponding decreases in The
Hertz Corp.'s interest expense.

In addition to lowering the pricing, among other things, the
company is seeking to increase availability under the ABL
Facility from US$1.6 billion to US$1.8 billion and currently
intends to prepay a portion of the borrowings under the Term
Loan Facility, resulting in a reduction of the outstanding
borrowings under the Term Loan Facility from approximately
US$1.98 billion to approximately US$1.4 billion.

The proposed amendments require the consent of the lenders under
each of the Term Loan Facility and the ABL Facility.  There can
be no assurance that Hertz Corp. will receive the required
consents or be able to amend the Term Loan Facility or the ABL
Facility.

Headquartered in Park Ridge, New Jersey, Hertz Corp. --
http://www.hertz.com/-- is a car rental company that operates
from approximately 7,600 locations in 145 countries worldwide.

Hertz also operates an equipment rental businesses, Hertz
Equipment Rental Corporation, offering a diverse line of
equipment, including tools and supplies, as well as new and used
equipment for sale, to customers ranging from major industrial
companies to local contractors and consumers through more than
360 branches in the United States, Canada, France and Spain.

Hertz has operations in Philippines, Hungary, and Peru, among
others.

                        *    *    *

Standard & Poor's Ratings Services affirmed on Nov. 16, 2006,
its ratings on Hertz Corp., including the 'BB-' corporate credit
rating, and removed them from CreditWatch, where they were
placed with negative implications June 26, 2006.  S&P said the
outlook is negative.


HERTZ CORP: Unit Adds 24 Locations as Part of Rental Expansion
--------------------------------------------------------------
Hertz Equipment Rental Corp., Hertz Corp.'s industrial equipment
rental unit, added 24 General Rental locations in 2006 as part
of its planned expansion in that line of equipment rental.

Grand opening celebrations were held for all 24 locations in a
year that saw some of HERC's most well-attended events,
including the April 21, 2006, opening in Oklahoma City, which
drew more than 1,400 people; and the Oct. 13, 2006 opening in
Bakersfield, California, which drew more than 1,200 people.
Cumulatively, the 2006 events, held between the months of March
and October, attracted more than 14,000 attendees.

"The success of our 2006 general rental events underscores the
importance of HERC's strategic growth as a full-service
equipment rental company," Gerry Plescia, President of Hertz
Equipment Rental Corporation, said.

HERC began its general rental program during 2003, in support of
its commitment to increase services and products available for
small to medium-sized contractors and homeowners.  The company
has since opened 55 general rental facilities, including 20 in
2005.  Currently, HERC has 115 locations in the U.S. and Canada
operating in the General Rental program.

Headquartered in Park Ridge, New Jersey, Hertz Corp. --
http://www.hertz.com/-- is a car rental company that operates
from approximately 7,600 locations in 145 countries worldwide.

Hertz also operates an equipment rental businesses, Hertz
Equipment Rental Corporation, offering a diverse line of
equipment, including tools and supplies, as well as new and used
equipment for sale, to customers ranging from major industrial
companies to local contractors and consumers through more than
360 branches in the United States, Canada, France and Spain.

Hertz has operations in Philippines, Hungary, and Peru, among
others.

                        *    *    *

Standard & Poor's Ratings Services affirmed on Nov. 16, 2006,
its ratings on Hertz Corp., including the 'BB-' corporate credit
rating, and removed them from CreditWatch, where they were
placed with negative implications June 26, 2006.  S&P said the
outlook is negative.




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ADELPHIA: Plan Proponents Serve Final Protocol for Agents' LIF
--------------------------------------------------------------
Adelphia Communications, Inc. and its debtor-affiliates; the
Official Committee of Unsecured Creditors; and Wachovia Bank,
N.A., and Bank of Montreal, as administrative agent banks -- the
Plan Proponents -- delivered to the U.S. Bankruptcy Court for
the Southern District of New York a final protocol that will
govern the administration of the Non-Administrative Agents'
Litigation Indemnification Fund pursuant to the ACOM Debtors'
Fifth Amended Plan of Reorganization.

The Non-Administrative Agents, including their successors or
affiliated assigns, are:

    1. ABN AMRO Bank N.V.,
    2. Bankers Trust Company, now known as Deutsche Bank AG,
    3. Barclays Bank PLC,
    4. Credit Lyonnais New York Branch,
    5. CIBC, Inc.,
    6. Citibank, N.A. / Citicorp USA, Inc.,
    7. Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A.
    8. Credit Suisse First Boston,
    9. DLJ Capital Funding, Inc.,
   10. Merrill Lynch Capital Corp.,
   11. Morgan Stanley Senior Funding, Inc.,
   12. PNC Bank, National Association,
   13. Societe Generale, S.A.,
   14. SunTrust Bank,
   15. The Bank of New York.
   16. The Bank of Nova Scotia,
   17. The Fuji Bank, Limited,
   18. The Royal Bank of Scotland, plc, and
   19. Toronto Dominion (Texas) LLC.

The salient terms of the Protocol are:

   (a) The Non-Administrative Agents LIF will be sub-allocated,
       evenly, among each Non-Administrative Agents in Accepting
       Bank Classes, in a way that the Non-Administrative Agent
       will have a separate fund reserved exclusively for
       payment of its own Bank Lender Post-Effective Date Fee
       Claims;

   (b) The funds in each Sub-LIF will be used to pay the Bank
       Lender Post-Effective Date Fee Claims of the respective
       Non-Administrative Agent to whom that Sub-LIF has been
       allocated.  The funds in each Sub-LIF may be used to pay
       any Bank Lender Post-Effective Date Fee Claims incurred
       by the respective Non-Administrative Agent in any
       capacity and under any prepetition credit agreement to
       which any of the ACOM Debtors are a party or otherwise
       obligated;

   (c) Once all Bank Actions and any other proceedings that
       could give rise to additional Bank Lender Post-Effective
       Date Fee Claims against a Non-Administrative Agent have
       been resolved by a final order, or a settlement and
       release, and all those Bank Lender Post-Effective Date
       Fee Claims have been paid in full, any remaining funds in
       that Non Administrative Agent's Bank Lender Post-
       Effective Date Fee Claims will be reallocated, equally,
       among all other Non Administrative Agents in Accepting
       Bank Classes against whom all Bank Actions and
       proceedings that could give rise to additional Bank
       Lender Post-Effective Date Fee Claims have not been
       resolved; and

   (d) If any additional funds become available for distribution
       to the Non-Administrative Agents LIF from one or more
       LIFs for the Accepting Administrative Agent Class or
       Classes, those funds will be sub-allocated evenly among
       each of the Non-Administrative Agents in Accepting Bank
       Classes and added to each agent's respective Sub-LIF
       escrow account.

The Non-Admin Agents LIF will be established upon the occurrence
of the effective date of the ACOM Debtors' First Modified Fifth
Amended Chapter 11 Plan.

A full-text final copy of the Non-Administrative Agents LIF
Protocol is available for free at:

             http://researcharchives.com/t/s?1956

                    About Adelphia Comms

Based in Coudersport, Pa., Adelphia Communications Corp.
(OTC: ADELQ) -- http://www.adelphia.com/-- is a cable
television company.  Adelphia serves customers in 30 states and
Puerto Rico, and offers analog and digital video services,
Internet access and other advanced services over its broadband
networks.  The Company and its more than 200 affiliates filed
for Chapter 11 protection in the Southern District of New York
on June 25, 2002.  Those cases are jointly administered under
case number 02-41729.  Willkie Farr & Gallagher represents the
Debtors in their restructuring efforts.  PricewaterhouseCoopers
serves as the Debtors' financial advisor.  Kasowitz, Benson,
Torres & Friedman, LLP, and Klee, Tuchin, Bogdanoff & Stern LLP
represent the Official Committee of Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of
the Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision, LLC.  The RME Debtors filed for chapter 11
protection on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622
through 06-10642).  Their cases are jointly administered under
Adelphia Communications and its debtor-affiliates chapter 11
cases.  (Adelphia Bankruptcy News, Issue No. 162; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).

As reported in the Troubled Company Reporter on Jan. 9, 2007,
the Honorable Robert E. Gerber of the U.S. Bankruptcy Court for
the Southern District of New York entered an order confirming
the first modified fifth amended joint Chapter 11 plan of
reorganization of Adelphia Communications Corporation and
Certain Affiliated Debtors.


B&G FOODS: S&P Puts B+ Rating on US$250MM Sr. Secured Bank Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' bank loan
and '1' recovery ratings to B&G Foods Inc.'s proposed US$250
million senior secured credit facility, among several ratings
and CreditWatch actions on the company.

"Net proceeds from the bank loan, along with US$5 million of
cash, will be used to finance the US$200 million purchase of the
Cream of Wheat and Cream of Rice brands from Kraft Food Global,
Inc. and refinance existing indebtedness," said Standard &
Poor's credit analyst Alison Sullivan.  The ratings are based on
preliminary terms and are subject to review upon receipt of
final documentation.  Ratings for B&G's existing US$50 million
credit facility will be withdrawn upon completion of the
refinancing.

In addition, Standard & Poor's lowered its senior unsecured debt
rating and preliminary senior unsecured shelf debt rating on B&G
to 'CCC+' from 'B'; removed the senior unsecured debt ratings
from CreditWatch; affirmed their 'B' corporate credit rating for
B&G; and revised their outlook to stable, reflecting expected
improved covenant cushion following the financing transaction
and expectations for continued stable operating performance.

"The addition of the higher margin Cream of Wheat brand should
expand B&G's cash generating ability, which may be applied to
modest debt repayment," added Ms. Sullivan.

B&G is a manufacturer, marketer, and distributor of a
diversified portfolio of food products, including branded taco
shells, maple syrup, pickles, peppers, fruit spread, Mexican
ingredients, baked beans, meat spreads, hot sauces and peppers,
seasonings, molasses, and other specialty food products across
the United States, Canada and Puerto Rico.


BURGER KING: Earns US$38 Mil. in Quarter Ended Dec. 31, 2006
------------------------------------------------------------
Burger King Holdings Inc. delivered robust results for the
second quarter of its 2007 fiscal year.  The company again
posted solid growth in revenues, driven broadly by strong
comparable sales and new restaurant openings.  Company
restaurant margins, net income and earnings per share also
improved.

Worldwide, comparable sales were up 3.7%, making this the 12th
consecutive quarter of positive comparable sales increases.  In
North America, comparable sales were up 4.4%, the 11th
consecutive quarter of positive comparable sales increases.

"We're consistently delivering strong results by staying focused
on our global 'Go Forward' growth plan," said Burger King CEO
John W. Chidsey.  "Our brand and our great food continue to
resonate with our restaurant guests.  Specifically, our BK(TM)
Value Menu, as well as our innovative Xbox(R) game collection,
which was the best-selling video game of the holiday season,
with more than 3.2 million copies sold-increased both sales and
restaurant traffic."

Driven by positive comparable sales in every region worldwide
and an increase in new restaurant openings, revenues for the
second quarter of fiscal year 2007 reached a record US$559
million-an increase of 9% from the same quarter of the previous
fiscal year.

Company restaurant margins increased for a third consecutive
quarter-up 70 basis points to 15.9% from 15.2% in the same
period last year-driven primarily by lower food costs and higher
revenues at company-owned restaurants.

Net income increased 41% to US$38 million from US$27 million
during the same period last year.  On an adjusted basis, net
income rose 9% to US$38 million from US$35 million during the
same period last year, which takes into account US$5 million in
unusual items in the prior year, including US$3 million in
sponsor-management fees.

Earnings per share increased 17% to 28 cents per share in the
second quarter, as compared to 24 cents per share in the same
quarter last year.  Earnings per share rose 8% to 28 cents per
share from adjusted earnings per share of 26 cents in the same
period last year.

                      Dividend Payment

The company is announcing its first quarterly dividend as a
public company.  The dividend payment of 6.25 cents per share
will be paid on March 15, 2007, to shareholders of record as of
the close of business on Feb. 15, 2007.

"We have elected to pay our first cash dividend as a public
company because we have consistently generated strong cash flow,
and we expect our cash flow to continue to strengthen," said Ben
K. Wells, CFO and treasurer.  "Because we believe that our
business will remain financially strong, we expect to be able to
return capital to our shareholders and simultaneously grow our
restaurant count.

"The company plans to pay down debt during the second half of
this fiscal year in order to reduce interest expense.  In fact,
as we announced on Jan. 25, we are retiring an additional US$25
million in debt.  We are now focused on evaluating other
initiatives that will contribute to shareholder value, such as
strategic investments, increasing cash dividends and share
repurchases."

The company retired US$50 million in debt during the quarter,
using cash generated from operations. The company has retired a
total of US$125 million in debt during the first seven months of
the current fiscal year.

                  Average Restaurant Sales

System-wide average restaurant sales increased 6% to US$297,000
during the second quarter of fiscal 2007, as compared to
US$279,000 in the same quarter last year.  System-wide trailing
12-month ARS reached a record high of US$1.16 million for the
period, as compared to US$1.12 million for the trailing 12
months year-over-year.

"We are staying focused on increasing ARS in the United States
to our interim goal of US$1.3 million annually.  A higher ARS is
attractive to existing and potential franchisees and increases
our royalties and, ultimately, generates attractive returns for
our shareholders," said Mr. Chidsey.

Of U.S. restaurants open for at least 12 months, more than
2,140-or about 31%-were operating at or above the US$1.3 million
ARS level by the end of the second quarter.  The last 50 free-
standing restaurants that opened in the United States and have
operated for at least a year have achieved an ARS of US$1.51
million, which is about 30% higher than the current U.S. system
average.

                        Future Growth

The company continued its expansion of new restaurants
internationally, including 85 new restaurant openings in Europe,
the Middle East and in the Asia Pacific region (EMEA/APAC).  In
Latin America, 90 new restaurants have opened in the last 12
months.  The BURGER KING(R) brand continues to grow in existing
markets and to expand into new markets where there is an
expected attractive economic return.  For example, since
entering Brazil just two years ago, BURGER KING(R) franchisees
have opened 27 restaurants, and those open for at least a year
have a trailing 12-month ARS of US$1.7 million.

During the quarter, the company announced its entrance into two
financially attractive markets: Japan and Indonesia.  BURGER
KING(R) restaurants are scheduled to open in both of these
countries during the fiscal year.

"We will continue an energetic expansion of our presence
worldwide.  As we have said previously, we are highly
franchised; therefore, unit growth has a disproportionately
positive impact on earnings with minimal capital investment,"
Mr. Chidsey said.  "As we anticipated, we expect net openings to
accelerate and closures to diminish during the second half of
this fiscal year."

The company is on target to achieve its key financial goals for
the fiscal year:

   -- Growing top-line revenue 6-7%;
   -- Growing adjusted EBITDA 10-12%;
   -- Increasing adjusted net income in excess of 20%; and
   -- Reducing debt using excess cash generated from operations.

Mr. Chidsey said, "We remain financially strong and are very
pleased with the second quarter's success.  As we look to the
next quarter and the immediate future, we are especially
enthusiastic about our Feb. 19 launch of the BK(TM) Breakfast
Value Menu-the first to national market in the quick service
restaurant segment."

"We'll keep achieving strong results by building on the
foundation we've set: To maintain a dynamic product pipeline of
great food at great prices; to open new restaurants; to continue
to launch innovative and compelling marketing and advertising
campaigns; to lead the way in operational excellence; and to
follow our commitment to the HAVE IT YOUR WAY(R) brand promise."

Headquartered in Miami, Florida, The Burger King (NYSE: BKC) --
http://www.burgerking.com/-- operates more than 11,000
restaurants in more than 60 countries and territories worldwide.
Approximately 90% of Burger King restaurants are owned and
operated by independent franchisees, many of them family owned
operations that have been in business for decades.  Burger King
Holdings Inc., the parent company, is private and independently
owned by an equity sponsor group comprised of Texas Pacific
Group, Bain Capital and Goldman Sachs Capital Partners.

Burger King Corp. operates restaurants in the Latin American,
Caribbean and Mexican Region.  The company's first international
restaurant opened in 1963 in Puerto Rico.  Since 1994, Burger
King has opened more than 300 restaurants in the Latin American
region, producing some of the strongest comparable store sales
growth for the brand around the world.  Burger King(R)
restaurants in Latin America serve approximately 1,600 customers
per day each, making them some of the highest volume restaurants
in the system.

                        *    *    *

As reported in the Troubled Company Reporter on Oct. 17, 2006,
in connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the restaurant sector, the rating agency revised
its Corporate Family Rating for Burger King Corp. to Ba3 from
Ba2.

Additionally, Moody's held its Ba2 ratings on the Company's
US$150 million Senior Secured Revolver Due 2011 and US$250
million Senior Secured Term Loan A Due 2011.  Moody's assigned
those loan facilities an LGD3 rating suggesting lenders will
experience a 35% loss in the event of default.


OCA INC: Appoints Chris Roussos as Chief Executive Officer
----------------------------------------------------------
OCA, Inc., disclosed that Chris W. Roussos will join the company
as Chief Executive Officer.  Mr. Roussos brings to OCA more than
20 years of successful leadership experience in the private
sector -- including the health care industry -- and as a U.S.
Army Ranger officer.

Mr. Roussos, who will join OCA in March, succeeds Michael F.
Gries, OCA's Chief Restructuring Officer and Interim Chief
Executive Officer. Mr. Gries will continue to serve as Chief
Restructuring Officer.

Mr. Gries said, "I am very proud that OCA has attracted a leader
of Chris Roussos' caliber.  It's a very strong endorsement of
our business, our dedicated employees, the value we provide to
our affiliated practitioners, and OCA's opportunity for healthy
and strategic growth.  Moreover, everyone associated with OCA
should be excited by what our organization will be able to
achieve through the combination of our new financial foundation
and Chris' proven skills as an energetic, results-oriented
business leader."

Mr. Roussos said, "OCA has a leading position serving a niche
within an industry I know well, excellent growth opportunities,
and a financially strong and committed owner in Silver Point
Capital. Having led multiple health care businesses over the
past several years, I am very excited to be the first CEO of the
new OCA, and I'm looking forward to working closely with our
affiliated doctors and our people to build our business
successfully."

Since 2001, Mr. Roussos has led several businesses within
Beverly Enterprises, Inc., a Fortune 1000 health care company
until its acquisition last year.  From 2004 until accepting the
CEO position at OCA, he was a Senior Vice President of Beverly
and President of its AseraCare subsidiary, one of the largest
hospice and home health companies in the country.  Under his
leadership, AseraCare achieved industry-leading performance.
Mr. Roussos also served Beverly as the Senior Vice President
responsible for its Supply Chain Operations and President of its
Ceres Purchasing Solutions business.  Mr. Roussos joined Beverly
as President of its Matrix Outpatient Rehabilitation and
Theraphysics business, a national outpatient physical therapy
company that Mr. Roussos successfully led to improvements in
both performance and profitability.

Prior to entering the health care industry, Mr. Roussos acquired
leadership experience across several industries, including
serving as Division General Manager of American Homestar
Corporation and General Manager of Fleetwood Enterprises, Inc.,
both manufactured housing companies; Market Manager and General
Manager in Pepsico, Inc.'s retail operations; and several
manager positions at Newell Rubbermaid, Inc.

Mr. Roussos achieved the rank of Captain in the U.S. Army, which
he served between 1985 and 1990. He completed Harvard Business
School's Advanced Management Program, earned an MBA from the
University of Phoenix and earned a BA from Clarkson University.

Based in Metairie, Louisiana, OCA, Inc. -- http://www.ocai.com/
-- provides a full range of operational, purchasing, financial,
marketing, administrative and other business services, as well
as capital and proprietary information systems to approximately
200 orthodontic and dental practices representing approximately
almost 400 offices.  The Debtor's client practices provide
treatment to patients throughout the United States and in Japan,
Mexico, Spain, Brazil and Puerto Rico.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on March 14, 2006 (Bankr. E.D. La. Case No.
06-10179).  Three debtor-affiliates also filed for bankruptcy
protection on June 1, 2006 (Bankr. E.D. La. Case No. 06-10503).
William H. Patrick, III, Esq., at Heller Draper Hayden Patrick &
Horn, LLC, represents the Debtors.  Patrick S. Garrity, Esq.,
and William E. Steffes, Esq., at Steffes Vingiello & McKenzie
LLC represent the Official Committee of Unsecured Creditors.
Carmen H. Lonstein, Esq., at Bell Boyd & Lloyd LLC and Robin B.
Cheatham, Esq., at Adams and Reese LLP represent the Official
Committee of Equity Security Holders.  When the Debtors filed
for protection from their creditors, they listed US$545,220,000
in total assets and US$196,337,000 in total debts.


SUNCOM WIRELESS: Bondholders Exchange Debts for Equity
------------------------------------------------------
SunCom Wireless Holdings has reached an agreement with its
largest bondholders to exchange debt for equity, reducing the
company's indebtedness by US$679 million, according to published
news.

About 91% of holders of its senior subordinated notes exchanged
their notes for approximately 87% of SunCom's common stock.

According to the company's statement, deal has already been
approved by the company's board of directors and is expected to
be closed in the second quarter of 2007, pending regulatory
approval.

"We are pleased that our bondholders have worked with us to
reach this agreement.  The proposed debt-for-equity exchange
will provide SunCom stability and financial flexibility to
pursue its business strategy," SunCom's chief executive officer
and chairman Michael Kalogris said in published reports.

After the exchange will be completed, SunCom will name 10 new
board members, with Mr. Kalogris staying on as chairman and CEO.

Based in Berwyn, Pennsylvania, SunCom Wireless Holdings Inc.
(NYSE: TPC) (OTC: SWSH.OB) -- http://www.suncom.com/-- offers
digital wireless communications services to more than one
million subscribers in the southeastern United States, Puerto
Rico and the U.S. Virgin Islands.  SunCom is committed to
delivering Truth in Wireless by treating customers with respect,
offering simple, straightforward plans and by providing access
to the largest GSM network and the latest technology choices.

As reported in the Troubled Company Reporter on Feb. 6, 2007,
Moody's lowered the probability of default rating of SunCom
Wireless Inc. to LD (limited default), placed the company's Caa3
corporate family rating under review for possible upgrade and
placed its B2 senior secured, Caa2 senior unsecured and Ca
senior subordinate ratings under review direction uncertain.  At
the same time, Moody's affirmed SunCom's SGL-3 speculative grade
liquidity rating and said it would subsequently restore SunCom's
probability of default rating to Caa3 and place that rating
under review for possible upgrade yesterday.

The rating action followed the announcement by Suncom's parent,
SunCom Wireless Holdings, Inc., that it has reached a consensual
agreement with certain bondholders to exchange more than 91% of
SunCom's senior subordinated notes totaling roughly US$680
million for approximately 87% of its common stock.


SUNCOM WIRELESS: Moody's Places Junk Ratings on Review
------------------------------------------------------
Moody's lowered the probability of default rating of SunCom
Wireless Inc. to LD, placed the company's Caa3 corporate family
rating under review for possible upgrade and placed its B2
senior secured, Caa2 senior unsecured and Ca senior subordinate
ratings under review direction uncertain.

At the same time, Moody's affirmed SunCom's SGL-3 speculative
grade liquidity rating and said it would subsequently restore
SunCom's probability of default rating to Caa3 and place that
rating under review for possible upgrade on Monday,
Feb. 5, 2007.

The rating action comes after the disclosure by Suncom's parent,
SunCom Wireless Holdings, Inc., that it has reached a consensual
agreement with certain bondholders to exchange more than 91% of
SunCom's senior subordinated notes totaling roughly US$680
million for approximately 87% of its common stock.  In addition,
SWHI announced it would explore certain strategic alternatives,
including the possible sale of the company.

Moody's notes the debt exchange is subject to shareholder and
other customary approvals and is expected to be completed in the
second quarter of 2007, while the timing of any resolution to
the company's review of its strategic alternatives is uncertain.
Moody's has lowered the company's probability of default rating
to LD now as the rating agency expects the debt exchange to be
completed pursuant to the agreement and views the debt exchange
as a default on the company's senior subordinate obligations.
The probability of default rating will be restored to the same
level as the corporate family rating and placed under review for
possible upgrade following the recognition of the default.

Once the exchange agreement is implemented, SunCom's unadjusted
debt total is expected to reduce by roughly 40% to about
US$1 billion, which will provide the company with increased
financial flexibility by reducing annual interest payments by
approximately US$62 million.  While Moody's continues to expect
SunCom to consume modest amounts of cash for the foreseeable
future, the significant reduction in interest expense will
provide necessary financial breathing room which Moody's
believes may provide the company with an adequate amount of time
to potentially deal with the assortment of operational
challenges it faces.  The combination of the expected meaningful
reduction in debt and the potential for SunCom's operational
performance to improve has caused Moody's to place the company's
corporate family rating under review for possible upgrade.

The review will focus on:

   1) the potential for SunCom to continue its very recent trend
      of subscriber growth and margin improvement; and,

   2) the resulting implications for the company to stem its
      cash consumptiveness.

SunCom's senior secured, senior unsecured as well as a small
amount of senior subordinated debt will remain outstanding
following the debt exchange.  These related ratings have been
placed under review direction uncertain as the company's capital
structure will be meaningfully altered through the debt exchange
transaction and final rating levels are contingent upon
resolution of the corporate family rating.

These ratings have been downgraded:

   -- Probability of Default Rating: to LD from Caa3,
      subsequently to be restored to Caa3 and placed under
      review for possible upgrade

This rating have been placed under review for possible upgrade:

   -- Corporate Family Rating Caa3

These ratings have been placed under review direction uncertain:

   -- US$250 million Senior Secured Term Loan due 2009, B2,
      LGD1, 3%

   -- US$714 million 8.5% Senior Notes due 2013, Caa2, LGD 3,
      37%

   -- US$340 million 9.375% Senior Subordinate Notes due 2011,
      Ca, LGD5, 83%

   -- US$391 million 8.75% Senior Subordinate Notes due 2011,
      Ca, LGD5, 83%

Headquartered in Berwyn, Pennsylvania, Suncom Wireless, Inc. is
a regional wireless telecommunications service provider
operating in the southeastern US and Puerto Rico.




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


ARVINMERITOR: Moody's Puts B+ Rating on US$175MM Unsec. Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
ArvinMeritor Inc.'s proposed US$175 million convertible senior
unsecured notes due 2027.  The notes rank equally with all of
ARM's existing and future senior unsecured indebtedness.  The
company will pay cash interest on the notes semiannually until
Feb. 15, 2019.  After that date, no cash interest will be paid,
and the principal amount will be subject to accretion at a rate
that provides holders with an aggregate annual yield to maturity
to be determined.  ARM is expected to use the net proceeds to
repay the US$169.5 million outstanding under the term loan B due
2012 or to retire debt or fund debt like obligations such as
pension liabilities.

At the same time, Standard & Poor's affirmed its ratings on the
auto supplier, including its 'BB-' long-term and 'B-1' short-
term corporate credit ratings.  The outlook is stable.

Headquartered in Troy, Michigan, ArvinMeritor, Inc. (NYSE: ARM)
-- http://www.arvinmeritor.com/-- is a premier US$8.8 billion
global supplier of a broad range of integrated systems, modules
and components to the motor vehicle industry.  The company
serves light vehicle, commercial truck, trailer and specialty
original equipment manufacturers and certain aftermarkets.
ArvinMeritor employs approximately 29,000 people at more than
120 manufacturing facilities in 25 countries.  It maintains 23
facilities in Venezuela, Brazil and Argentina.  ArvinMeritor
common stock is traded on the New York Stock Exchange under the
ticker symbol ARM.


DAIMLERCHRYSLER AG: Prepares Plan to Address U.S. Arm Losses
------------------------------------------------------------
DaimlerChrysler AG CEO Dieter Zetsche is setting up a plan that
would closely tie Chrysler and Mercedes to cut big losses at its
U.S. operations, Stephen Powers writes for The Wall Street
Journal.

The plan includes the joint development of the basic
underpinnings of automobiles and possibly include the idling of
DaimlerChrysler's truck plant in Newark, Delaware, and several
thousand layoffs, WSJ reports citing people familiar with the
matter as saying.

Stephen Power of WSJ reveals that DaimlerChrysler aimed to
outline a strategy for Chrysler's turnaround on Valentine's Day,
Feb. 14, 2007.  People familiar with the matter said top
executives were still deliberating on details of the
announcement and are still undecided on explicitly identifying
new areas of cooperation between the divisions, WSJ adds.

"We can't compete in this area [small cars] without cooperating.
It's a brutally competitive market," a person familiar with the
company's internal deliberations told WSJ.  He added that senior
executives from the company's German and American sides are
aware of the need to protect Mercedes's exclusive image.

"The outlook on [DaimlerChrysler] depends largely on the
credibility or otherwise of management's plan for Chrysler,"
Stephen Cheetham, an analyst with Sanford C. Bernstein Ltd. was
quoted by WSJ as saying.  "We view management's claims to be
able to separate Chrysler from the uncomfortable fate of its
Detroit peers as increasingly threadbare."

                     About DaimlerChrysler

Based in Stuttgart, Germany, DaimlerChrysler AG --
http://www.daimlerchrysler.com/-- develops, manufactures,
distributes, and sells various automotive products, primarily
passenger cars, light trucks, and commercial vehicles worldwide.
It primarily operates in four segments: Mercedes Car Group,
Chrysler Group, Commercial Vehicles, and Financial Services.

The Chrysler Group segment offers cars and minivans, pick-up
trucks, sport utility vehicles, and vans under the Chrysler,
Jeep, and Dodge brand names.  It also sells parts and
accessories under the MOPAR brand.

The Chrysler Group is facing a difficult market environment in
the United States with excess inventory, non-competitive legacy
costs for employees and retirees, continuing high fuel prices
and a stronger shift in demand toward smaller vehicles.  At the
same time, key competitors have further increased margin and
volume pressures -- particularly on light trucks -- by making
significant price concessions.  In addition, increased interest
rates caused higher sales & marketing expenses.

In order to improve the earnings situation of the Chrysler Group
as quickly and comprehensively, measures to increase sales and
cut costs in the short term are being examined at all stages of
the value chain, in addition to structural changes being
reviewed as well.


PETROLEOS DE VENEZUELA: Moody's Assigns B1 Corp. Family Rating
--------------------------------------------------------------
Moody's Investors Service assigned to Petroleos de Venezuela a
global local currency issuer rating of B1 and a foreign currency
Corporate Family Rating of B1 with a stable outlook.  Moody's
previously withdrew PDVSA's ratings on July 28, 2006, in
response to the company's de-registration with the SEC and
protracted delays in the receipt of timely and transparent
financial information.  Since that time, PDVSA has produced
updated audited financial statements for fiscal years 2004 and
2005 under International Financial Reporting Standards and
interim unaudited results for 2006.  In the future, the company
plans to provide audited financial statements annually, as well
as quarterly interim statements for the rating agency's use.
Moody's has reviewed the updated financial statements and
considers them sufficient to maintain monitored credit ratings.

PDVSA's B1 global local currency rating is underpinned by a
baseline credit assessment of 14.  The B1 rating reflects
application of, but no uplift from, the government-related
issuers methodology.  In PDVSA's case, the methodology
incorporates a high level of default correlation between PDVSA
and the government, as well as a high degree of expected
government support for PDVSA in the event of a stress scenario.
PDVSA's ratings are equivalent to the Venezuelan government's
local currency bond rating of B1, reflecting Moody's view that
PDVSA is so closely linked to the government's fiscal, social
and geo-political mandates that there is no reason to
distinguish the two ratings.  PDVSA's B1 foreign currency
Corporate Family Rating is capped by Venezuela's B1 foreign
currency country ceiling.  PDVSA currently has no publicly rated
debt outstanding and CFRs cannot pierce the ceiling per Moody's
sovereign rating methodology.

PDVSA's BCA of 14 reflects a high degree of political risk and
uncertainty stemming from its strategic role in supporting the
government and its social spending programs.  PDVSA's assets and
current financial position fundamentally indicate a considerably
higher standalone credit risk more in line with its highly rated
integrated peer group.  PDVSA has enormous hydrocarbon
resources, including some 41 billion proved barrels of
conventional crude oil reserves and 39 billion barrels of extra
heavy crude oil reserves in the Orinoco belt.  The company also
has a very low debt level, particularly following the redemption
in 2005 of virtually all of the debt of PDVSA Finance Ltd., a
receivables financing conduit that served as its main source of
cross border finance.  Revenues and pre-tax cash flows were also
at record levels in 2006, driven by higher crude prices, despite
the trend in declining crude production over the past few years.

However, under the Chavez administration PDVSA has become even
more the primary instrument of government funding and social
policy, not only through cash paid out in royalties, income
taxes and dividends, but also through a rising level of social
payments by PDVSA and a variety of trusts set up and funded by
cash resources of the company.  Moreover, as a consequence of
operational challenges since the strike and its growing and
evolving role in funding state programs, PDVSA has been re-
investing in the upstream and downstream businesses at much
lower rates than are typical for a company of its scale and
production levels.  Capital spending in 2006 was estimated to be
in the area of US$7 billion and PDVSA intends to ramp up capital
spending in 2007 and beyond.

PDVSA has set significant goals in the 2007-2012 timeframe,
including plans to increase its conventional crude production
(excluding extra heavy oil from the Orinoco) from a current 2.3
million barrels per day to 4 million barrels per day, to double
extra-heavy oil production through new projects in the Orinoco
Belt, to develop significant offshore natural gas resources, and
to expand its refinery upgrading capacity to increase export of
higher-value refined products.

The current price environment has allowed PDVSA both to fund its
capital and to make ever-larger social payments (the latter at
US$9 billion in the first nine months of 2006, vs. US$6.6
billion for all of 2005).  At the same time, a recently
established US$1 billion bank credit facility and prospects for
other potential debt issuance in 2007 indicate the company could
leverage up in the future, effectively to support the capital
program in the face of government calls on cash for social
spending programs.  In addition, the political climate and
uncertainty surrounding PDVSA's ownership of and control over
the recently established operating joint partnerships (empresas
mixtas) and moves to take majority control of the four Orinoco
heavy oil projects raise serious questions about the direction
of foreign investment and PDVSA's ability to attract new capital
on a sustained basis in the future.

In Moody's view, PDVSA will require higher levels of internal
capital retention and a more certain investment climate if it is
to attract foreign capital and expertise to meet its strategic
goals.  PDVSA also will need to develop and grow its human
resources, despite re-staffing and accelerated training
initiatives that have occurred since the strike of 2002-2003.
Ultimately, PDVSA's biggest challenge will be to retain more of
the cash it needs internally relative to the government's
increasing demands on cash flow.  Without significant re-
investment, the company's ability even to continue to deliver
cash to the government could be compromised, particularly if
there is a return to lower commodity prices than currently
prevail.

Petroleos de Venezuela, the state oil company of Venezuela, is
headquartered in Caracas, Venezuela.


* VENEZUELA: Issuing US$500 Billion in Bonds
--------------------------------------------
The Venezuelan government would be issuing about US$500 billion
in bonds to curb a slide in currency that fuels inflation,
Bloomberg News reports, citing the country's National Assembly
chairman.

"It does take some excess cash out of the system but it is not
clear if this strategy can keep working in the long run," Gautam
Jain, a fixed-income strategist in New York at Barclays Capital
Inc., told Bloomberg.

According to the Associated Press, public spendings by President
Hugo Chavez's administration has stoked inflation in Venezuela
-- prices rose faster in 2006 than in any other Latin American
country.

Of the total issuance, chairman Ricardo Sanguino said:

   -- Petroleos de Venezuela SA will offer about US$3.5 billion
      of bolivar-denominated debt in several sales, and

   -- the Treasury will sell about US$1.5 billion of bonds due
      in April 2017, whose coupons payments would be made in
      dollars or at an exchange rate above the official rate of
      2,150 per dollar.

El Universal said the issuance date has not been determined.

"The Ministry of Finance knows about such features (related to
the issuance.)  All I know is that the Executive will make a
decision. I do not know anything about the terms and conditions,
or the general value," Mr. Sanguino was quoted by El Universal
as saying.

                        *    *    *

As reported in the Troubled Company Reporter on Nov. 20, 2006,
Fitch Ratings affirmed Venezuela's long-term foreign and local
currency Issuer Default Ratings at 'BB-'.  At the same time, the
agency also affirmed the short-term foreign currency IDR at 'B'
and the Country Ceiling at 'BB-'.  Fitch said the outlook on the
ratings remains stable.


* VENEZUELA: Offers Up to US$1-Billion Loan to Ecuador
------------------------------------------------------
Venezuelan economic minister has offered Ecuador a loan of up to
US$1 billion with a top interest rate of 7% with no preemptive
conditions, El Universal reports, citing Ecuador's minister of
economy Ricardo Patino.

The loan offered by Venezuela is not subject to political
conditions that could risk Ecuador's independence, El Universal
says, citing the latter's government spokesperson.

Minister Patino told television station Teleamazonas that
Venezuela has never given him political or economic advice.

Ecuadorian President Rafael Correa will still decide on the
offer, El Universal relates, citing Minister Patino.

The offer is presumed to help fill a fiscal gap of US$728
million, El Universal states.

                        *    *    *

As reported in the Troubled Company Reporter on Nov. 20, 2006,
Fitch Ratings affirmed Venezuela's long-term foreign and local
currency Issuer Default Ratings at 'BB-'.  At the same time, the
agency also affirmed the short-term foreign currency IDR at 'B'
and the Country Ceiling at 'BB-'.  Fitch said the outlook on the
ratings remains stable.


                        ***********


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

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