TCRLA_Public/070528.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

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

            Monday, May 28, 2007, Vol. 8, Issue 104

                          Headlines

A R G E N T I N A

BANCO DE GALICIA: Sets ARS5.3 Per Share Price for Capital Raise
BANCO PATAGONIA: Selling 30.1% Stake in Initial Public Offering
BANCO SANTANDER: Aims to Boost Lending to Small Firms by 50%
BOWNE & CO: Earns US$10.7 Million in First Qtr. Ended March 31
FERRO CORP: Hires Tom Austin as Vice President for Operations

INTER REDES: Trustee Verifies Proofs of Claim Until Aug. 20
MORI BORDOY: Proofs of Claim Verification Is Until Aug. 30
PACEY SA: Trustee Verifies Proofs of Claim Until July 18
PLANETOUT INC: Must Pay US$15-Million Orix Loan by August 31
PLANETOUT INC: Seeking Strategic Alternatives to Raise Capital

ROLSO SRL: Trustee To File Individual Reports on June 27
S LOTHARS: Proofs of Claim Verification Deadline Is July 2

* ARGENTINA: To Hold Equal Stake in Bank of the South

B E R M U D A

FOSTER WHEELER: Subsidiary Bags Delayed Coker Deal with Aramco
REFCO: June 29 Hearing Set for BAWAG's US$108MM Suit Settlement
REFCO: Refco Commodity Wants Stay Lifted to Pursue Dismissal

B O L I V I A

* BOLIVIA: To Hold Equal Stake in Bank of the South

B R A Z I L

BANCO NACIONAL: Grants BRL349.5 Million Loan to Integracao
BANCO NACIONAL: Board Okays BRL2.6-Mil. Loan to Banco da Familia
BRASIL TELECOM: Deloitte Certifies Firm as Sarbanes Compliant
BROWN SHOE: Net Earnings Fall to US$9.6 Million in First Quarter
BROWN SHOE: Board Declares US$0.07 Per Share Quarterly Dividend

BROWN SHOE: Appoints Sheri Wilson-Gray as Senior VP & CMO
DURA AUTOMOTIVE: Files Amended April 2007 Operating Report
EMI GROUP: Shares Trade High as Investors Anticipate Other Bids
MERCANTIL DO BRASIL: Buys More Shares in Minas Brasil
MRS LOGISTICA: Will Invest US$1 Billion in Equipment & Track

PETROLEO BRASILEIRO: Inks Study Contract with Morocco
PETROLEO BRASILEIRO: Says Ceara Steel Project Not Feasible

* BRAZIL: To Hold Equal Stake in Bank of the South
* BRAZIL: Wants New Mines Minister with Technical Experience

C A Y M A N   I S L A N D S

AK MANAGEMENT: Proofs of Claim Must be Filed by Aug. 1
AK MANAGEMENT: Sets Final Shareholders Meeting for Aug. 1
BLUE HERON: Will Hold Final Shareholders Meeting on July 26
GANNET III: Holding Final Shareholders Meeting on July 26
GANNET VII: Sets Final Shareholders Meeting for July 26

JAPAN PRAGMATIST: Holding Final Shareholders Meeting on July 26
PARMALAT SPA: Permanent Injunction Hearing Adjourned to June 21
TCW GEM: Sets Final Shareholders Meeting for July 26
WINSTON FUNDING: Will Hold Final Shareholders Meeting on July 26

C H I L E

BELL MICRO: Panel Says Evidence Don't Support Stock Option Probe
CENTRAL PARKING: Moody's Cuts Corporate Family Rating to B2

C O L O M B I A

BBVA COLOMBIA: Earns COP97.5 Bil. in First Four Months This Year

* COLOMBIA: Receives US$1.43-Million Financing from IADB

D O M I N I C A N   R E P U B L I C

PAYLESS SHOESOURCE: Three Directors Re-Elected at Annual Meeting

E C U A D O R

* ECUADOR: Gets US$725,000 Loan to Expand Distribution Channels

E L   S A L V A D O R

ASHMORE ENERGY: Concludes Acquisition of 86.41% Stake in DelSur

J A M A I C A

AIR JAMAICA: Hotel Group To Try To Meet with Stakeholders
GOODYEAR TIRE: Gets US$834 Million Proceeds from Equity Offering

M E X I C O

EMPRESAS ICA: To Complete Airport Terminal Works This Year
ENESCO GROUP: Wants to Hire Baker & McKenzie as Tax Counsel
FEDERAL-MOGUL: Seeks Summary Judgment vs. Pepsi's Amended Claim
FOAMEX INT'L: March 31 Balance Sheet Upside-Down by US$272 Mil.
GENERAL MOTORS: Moody's Junks Rating on US$1.1-Billion Debt

FREESCALE SEMICONDUCTOR: Moody's Puts Ba3 Corp. Family Rating
HANSBRO INC: Paying US$0.16 Per Share Dividend on Aug. 15
NORTEL NETWORKS: Securities Regulator Approves Settlement Pact
PORTRAIT CORP: Ct. Sets June 4 Hearing on Purchase Deal with CPI

N I C A R A G U A

XEROX CORP: CEO Anne Mulcahy Unveils Key Growth Priorities

P A N A M A

CLOROX CO: Discloses Strategic Growth & 2008 Financial Outlook

P E R U

ASHMORE ENERGY: Will Take Over Gas Distribution in Lima & Callao

* PERU: Ministry Okays Ashmore's Gas Distribution TakeOver

P U E R T O   R I C O

BRAVO! BRANDS: Posts US$29.4 Mln Net Loss in Qtr. Ended March 31
CA INC: Posts US$20 Million Net Loss in Quarter Ended March 31

T R I N I D A D   &   T O B A G O

INVACARE CORP: Board Declares US$0.0125 Per Share Cash Dividend
PAYLESS SHOESOURCE: Moody's May Cut Low-B Ratings After Review

U R U G U A Y

NAVIOS MARITIME: Prices Public Offering at US$10 Per Share
ROYAL & SUN: Launches Offer to Buy Out Unit's Minority Owners

V E N E Z U E L A

GENERAL MOTORS: Debt Issuance News Cues Fitch to Cut Debt Rating
PETROLEOS DE VENEZUELA: Citizens Buy 63% of Bonds on Sale
PETROLEOS DE VENEZUELA: Names Asdrubal Chavez as Vice President
PETROLEOS DE VENEZUELA: Will Ship Heavy Fuel Oil to Marubeni

* VENEZUELA: Ministry Launches Mining Firms Evaluation

* BOND PRICING: For the Week May 21 to May 25, 2007
* Fitch Reviews Global Wireless Growth


                         - - - - -


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


BANCO DE GALICIA: Sets ARS5.3 Per Share Price for Capital Raise
---------------------------------------------------------------
Banco de Galicia said in a filing with the local stock exchange
that it has set a non-binding ARS5.3 per share price for its
upcoming capital increase.

Banco de Galicia told Business News Americas that the
preferential subscription period will be from May 31-June 11.

According to BNamericas, the price is equal to Banco de
Galicia's average stock price over the last 20 working days.

The final price will be disclosed the day before the
preferential subscription period begins, BNamericas says, citing
Banco de Galicia.

BNamericas notes that Banco de Galicia will issue up to ARS100
million class B shares at a nominal value of ARS1 each, through
cash or bonds maturing 2010, 2014 and 2019.

A Banco de Galicia spokesperson told BNamericas that Grupo
Financiero Galicia, Banco de Galicia's parent firm, will
subscribe bonds at about US$100 million, equal to some 55
million shares.

BNamericas relates that Banco de Galicia had initially planned
the capital increase for December 2006.  However, the bank
decided to put it off three times because the central bank has
not authorized it yet.

The capital raise was approved by the central bank this month,
BNamericas states.

Headquartered in Buenos Aires, Argentina, Banco de Galicia y
Buenos Aires SA -- http://www.e-galicia.com/-- is an
Argentinean private bank that is engaged in commercial banking,
providing general banking services to large corporations, small
and medium-sized companies, agricultural and cattle farms and
individuals.  The company controls an extensive and diverse
network of subsidiaries, which include Banco Galicia Uruguay SA,
Galicia Capital Markets SA, Galicia Factoring y Leasing SA, Agro
Galicia SA, Galicia Administradora de Fondos SA, Galicia Valores
SA, Galicia Warrants SA, Net Investments SA, Sudamericana
Holding SA and Tarjetas Regionales SA.  Through its subsidiaries
the company offers accounting, investment and insurance
services, loans, checks and debit and credit cards.  It also
finances the development of real estate, acts as a fiduciary and
leases properties to interested parties.  It operates over 400
branches across the country and provides e-banking services to
customers via its Internet site.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 23, 2007, Banco de Galicia y Buenos Aires' Obligaciones
Negociables issued on Nov. 6, 2001, for the original amount of
US$12 million was rated D by the Argentine arm of Standard &
Poor's International Ratings.


BANCO PATAGONIA: Selling 30.1% Stake in Initial Public Offering
---------------------------------------------------------------
Banco Patagonia said in a filing with the Buenos Aires stock
exchange that it will sell up to a 30.1% stake in an initial
public offering to be launched in Argentina.

Business News Americas relates that Banco Patagonia didn't
disclose any date for the planned initial public offering.
Market observers think that it could take place in the third
quarter.

Banco Patagonia told BNamericas that it will offer 200 million
shares -- some 125 million of which are in the hands of current
shareholders, while 75 million will be new shares.  Shareholders
may sell 30 million o their shares, depending on investor
demand.  According to the bank, it will place 37.5 million
shares each on the Argentine and Brazilian markets, with the
remaining 125 million to be issued in American depositary share.

Banco Patagonia told BNamericas that it is still waiting for
authorization for the offer is pending regulatory approval from
regulators.  JPMorgan will carry out the placement.

According to BNamericas, Banco Patagonia will be the second bank
in Argentina to open its capital to investors after Banco Macro,
which launch in March 2006 an initial public offering -- the
first by an Argentine bank, or any company, since 1997.

Argentine brokerage Allaria Ledesma analyst Guido Bizzozero told
BNamericas that Banco Patagonia's "move may not necessarily set
the tone for similar transactions in the future and it is still
too early to predict its success as the board only disclosed the
amount of shares to be issued."

Meanwhile, Argentine consultancy Research for Traders said that
Banco Patagonia could raise up to ARS675 million from the issue,
BNamericas notes.

"The bank [Banco Patagonia] has developed an adequate strategy
in terms of its position in the local financial system with good
loan portfolio growth, adequate asset quality indicators and
very good profitability.  All this coupled with a strong capital
ratio and liquidity as well as a healthy balance sheet,"
Standard & Poor's analyst Federico Rey-Marino commented to
BNamericas.

Banco Patagonia specializes in public offerings of
securitizations.  It became Argentina's fifth largest locally
owned private bank through its purchase of Lloyds TSB Argentina
in late 2004.  The bank operates through 139 branches and has
202 ATM machines.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 4, 2007, Moody's Investors Service upgraded Banco Patagonia
SA's local currency deposit rating is upgraded to Ba1 from Ba3.
Moody's confirmed that it raised its bank financial strength
rating on Banco Patagonia to D from E+, in connection with the
rating agency's implementation of its refined joint default
analysis and updated BFSR methodologies for banks in Argentina.
Its foreign currency deposit rating was affirmed at Caa1, with
positive outlook.  The company's long-term Argentine national
scale rating for local currency deposits is raised to Aa1.ar
from Aa2.ar. and its long term foreign currency deposit rating
in national scale was affirmed at Ba1.ar.  The foreign currency
subordinated debt rating was upgraded to B2 from Caa1.  The
outlook on the debt rating was positive.  The national scale
rating for foreign currency subordinated debt was raised to
Aa3.ar from Ba1.ar.


BANCO SANTANDER: Aims to Boost Lending to Small Firms by 50%
------------------------------------------------------------
Hernan Caballero, Banco Santander Rio's small and medium-sized
enterprise and agribusiness manager, told Business News Americas
that the bank wants to increase lending to small and medium-
sized companies by at least 50% this year.

Banco Santander's small and medium-sized enterprise loan
portfolio rose 75% to 2.10 billion in 2006, compared to 2005,
due to increased demand from Argentine provinces and
agribusiness firms.

Mr. Caballero told BNamericas that because of an expected 8.5%
growth in the economy this year, Banco Santander is preparing
itself for sustained short and mid-term funding demands from
small and medium-sized enterprises.

Smaller firms bill up to US$3 million yearly.  They are growing
faster than mid-sized ones.  Smaller companies would increase
loans by 80% in 2007, compared to 2006.  Meanwhile, middle-
market firms will likely report an up to 40% boost, BNamericas
says, citing Banco Santander.

"Projected growth will lift smaller businesses as a percentage"
of Banco Santander's small and medium-sized enterprise loan
portfolio will rise 10 basis points to 50% by year-end, Mr.
Caballero told BNamericas.

The report says that with the improvement after the Argentine
financial crisis, "local producers have been increasingly
turning to bank financing and even to making deposits."

According to BNamericas, the small and medium-sized enterprises
from the Argentine provinces represented 58% of the 2006 loan
growth, while they accounted for 41% of the ARS2.55 billion in
deposits captured in this segment by Banco Santander in 2006.

This is because more sophisticated small firms in the great
Buenos Aires area are inclined to use banks for liquidity
purposes and not so much as a source of funding, unlike those in
the small companies in the province, BNamericas Caballero.

Meanwhile, lending to agribusiness firms rose 64% to ARS450
million in 2006, Mr. Caballero told BNamericas.

Banco Santander Rio S.A. is headquartered in Buenos Aires,
Argentina.  The bank had ARS$16.2 billion (US$5.3 billion) in
total assets and ARS$12.6 billion (US$4.1 billion) in deposits
as of December 2006.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
April 19, 2007, Moody's Investors Service assigned a Ba2 local
currency debt rating to Banco Santander Rio S.A.'s ARS$450
million notes that are due in 2010 issued under the program of
US$250 million.  Moody's also assigned Aaa.ar national scale
local currency debt rating to the notes.  These ratings were
assigned to Banco Santander's ARS$450 million Senior Unsecured
Notes:

   -- Long-term local currency debt rating: Ba2, stable outlook
   -- National scale local currency debt rating: Aaa.ar


BOWNE & CO: Earns US$10.7 Million in First Qtr. Ended March 31
--------------------------------------------------------------
Bowne & Co. Inc. reported revenue of US$211.7 million in the
first quarter of 2007 compared to US$205.8 million in the
comparable 2006 quarter -- a 3% increase.  Operating income was
US$12.4 million in the first quarter of 2007 compared to US$3.4
million in 2006 and net income was US$10.7 million compared to
US$1.5 million last year.

Segment profit for the quarter was US$20 million, representing
an increase of US$8.2 million, or 70%, from the first quarter of
2006. Segment profit margin in 2007 was 9.4%, a significant
improvement over the 5.7% margin achieved in the first quarter
of 2006.

                 Balance Sheet and Cash Flow

As of March 31, 2007, the company had US$530 million in total
assets, US$293.6 million in total liabilities, and US$236.4
million in total stockholders' equity.

For the quarter ended March 31, 2007, cash and marketable
securities declined US$40.2 million from year-end 2006.  This
decline reflects the funding of US$13 million in stock
repurchases, US$12.4 million for acquisitions, US$3.2 million in
capital expenditures and the normally high seasonal working
capital usage in the first quarter.

Accounts receivable increased about US$25.1 million compared to
December 2006, due principally to normal seasonality and the
inclusion of St Ives Financial receivables as a result of the
January 2007 acquisition.  Days sales outstanding increased to
76 days in March 2007 from 73 days in March 2006.  Financial
Communications work-in-process inventory was US$33.7 million at
March 31, 2007, compared to US$31.9 in March 2006.  The company
has no borrowings outstanding under its US$150 million five-year
senior, unsecured revolving credit facility.

A full-text copy of the company's first quarter 2007 report is
available for free at http://ResearchArchives.com/t/s?2018

                   Share Repurchase Program

In the 2007 first quarter, the company spent US$13 million
repurchasing 835,876 shares of its common stock at an average
price per share of US$15.53.  As of May 9, 2007, US$35 million
of its share repurchase authorization remained.  From December
2004, the inception of the company's share repurchase program,
through March 31, 2007, Bowne has spent US$158.2 million to
repurchase 10.7 million shares at an average price per share of
US$14.82.

David J. Shea, Bowne's chairman, president and chief executive
officer, commented, "This was an outstanding quarter, and our
strong operating results demonstrate the successful execution of
our key strategic initiatives and healthy capital markets, as we
gained market share during the quarter.  We're particularly
pleased with the improvement in our profitability and continued
growth of non-transactional revenue, which is at its highest
level since 2001."

                    About Bowne & Co. Inc.

Headquartered in New York City, Bowne & Co. Inc. (NYSE: BNE)
-- http://www.bowne.com/-- is a printing company, which
specializes in financial documents such as prospectuses, annual
and interim reports, and other paperwork required by the SEC.
Bowne also handles electronic filings via the SEC's EDGAR system
and provides electronic distribution and high-volume mailing
services.  The financial printing business accounts for the bulk
of the company's sales.  Bowne also offers marketing and
business communications services and litigation support
software.  The company has 3,200 employees in 60 offices around
the globe.  The company's Latin American offices are located in
Argentina, Brazil and Mexico.

                        *     *     *

In January 2007, Moody's Investors Service affirmed the Ba3
corporate family rating and all other ratings of Bowne & Co.,
Inc.  The outlook remains positive, indicating the potential for
an upgrade within the next 12 to 18 months, notwithstanding
continued share repurchase, the cash acquisition of Vestcom, and
capital expenditures related to headquarters relocation.


FERRO CORP: Hires Tom Austin as Vice President for Operations
-------------------------------------------------------------
Ferro Corporation has appointed W. T. "Tom" Austin as its Vice
President, Operations.

Mr. Austin spent 30 years at The Dow Chemical Company in
manufacturing and plant management roles across several of its
operations.  His experience at Dow spanned plant maintenance and
production process improvement; Six Sigma implementation;
environmental operations and safety management; research and
development; and technology licensing.  Mr. Austin was Global
Operations Leader for Dow's chlor-alkali derivatives business
when he retired in 2003.  He holds a degree in chemical
engineering from Mississippi State University.

At Ferro, Mr. Austin has senior management responsibility for
environmental health and safety performance and security
processes and systems.  He will work with operating and plant
management at Ferro's facilities across the world on work
process enhancement and standardization to optimize
manufacturing operations.  Mr. Austin reports to Ferro Chairman,
President and Chief Executive Officer James F. Kirsch.

"Tom is a deeply experienced, hard driving manufacturing
executive whose experience will help Ferro strengthen processes
and systems and accelerate our success in meeting our
performance targets," said Mr. Kirsch.

Headquartered in Cleveland, Ohio, Ferro Corporation (NYSE: FOE)
-- http://www.ferro.com/-- is a global producer of an array of
specialty chemicals including coatings, enamels, pigments,
plastic compounds, and specialty chemicals for use in industries
ranging from construction, pharmaceuticals and
telecommunications.  Ferro operates through the following five
primary business segments: Performance Coatings, Electronic
Materials, Color and Performance Glass Materials, Polymer
Additives, and Specialty Plastics.  Revenues were US$2 billion
for the FYE ended Dec. 31, 2006.

Ferro Corp. has global locations in Argentina, Australia,
Belgium, Brazil, China, among others.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 16, 2007, Moody's Investors Service assigned a B1 corporate
family rating to Ferro Corporation.  Moody's also assigned a B1
rating to the company's US$200 million senior secured notes
(issued as unsecured notes in 2001) due in January 2009 and an
SGL-3 speculative grade liquidity rating.


INTER REDES: Trustee Verifies Proofs of Claim Until Aug. 20
-----------------------------------------------------------
Alicia Beatriz Benzer, the court-appointed trustee for Inter
Redes SA's reorganization proceeding, verifies creditors' proofs
of claim until Aug. 20, 2007.

The National Commercial Court of First Instance No. 6 in Buenos
Aires, with the assistance of Clerk No. 11, approved a petition
for reorganization filed by Inter Redes, according to a report
from Argentine daily La Nacion.

Ms. Benzer will present the validated claims in court as
individual reports.  The court will determine if the verified
claims are admissible, taking into account the trustee's
opinion, and the objections and challenges that will be raised
by Inter Redes and its creditors.

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

A general report that contains an audit of Inter Redes'
accounting and banking records will be submitted in court.

La Nacion did not state the reports submission dates.

The debtor can be reached at:

         Inter Redes SA
         Chacabuco 1386
         Buenos Aires, Argentina

The trustee can be reached at:

         Alicia Beatriz Benzer
         Suipacha 576
         Buenos Aires, Argentina


MORI BORDOY: Proofs of Claim Verification Is Until Aug. 30
----------------------------------------------------------
Maria del Carmen Mula de Canton, the court-appointed trustee for
Mori Bordoy S.A.'s reorganization proceeding, verifies
creditors' proofs of claim until Aug. 30, 2007.

The National Commercial Court of First Instance in Mendoza
approved a petition for reorganization filed by Mori Bordoy,
according to a report from Argentine daily Infobae.

Ms. Mula de Canton will present the validated claims in court as
individual reports on Nov. 12, 2007.  The court will determine
if the verified claims are admissible, taking into account the
trustee's opinion, and the objections and challenges that will
be raised by Mori Bordoy and its creditors.

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

A general report that contains an audit of Mori Bordoy's
accounting and banking records will be submitted in court on
April 29, 2008.

The informative assembly will be held on Nov. 5, 2008.
Creditors will vote to ratify the completed settlement plan
during the assembly.

The trustee can be reached at:

          Maria del Carmen Mula de Canton
          Correa Saa 547, San Jose
          Guaymallen, Mendoza
          Argentina


PACEY SA: Trustee Verifies Proofs of Claim Until July 18
--------------------------------------------------------
Estudio Poloto-Lagorio, the court-appointed trustee for Pacey
S.A.'s reorganization proceeding, verifies creditors' proofs of
claim until July 18, 2007.

The National Commercial Court of First Instance No. 8 in Buenos
Aires, with the assistance of Clerk No. 16, approved a petition
for reorganization filed by Pacey, according to a report from
Argentine daily La Nacion.

Estudio Poloto-Lagorio will present the validated claims in
court as individual reports.  The court will determine if the
verified claims are admissible, taking into account the
trustee's opinion, and the objections and challenges that will
be raised by Pacey and its creditors.

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

A general report that contains an audit of Pacey's accounting
and banking records will be submitted in court.

La Nacion did not state the reports submission dates.

The informative assembly will be held on May 2, 2008.
Creditors will vote to ratify the completed settlement plan
during the assembly.

The debtor can be reached at:

          Pacey S.A.
          San Martín 793
          Buenos Aires, Argentina

The trustee can be reached at:

          Estudio Poloto-Lagorio
          Corrientes 1515
          Buenos Aires, Argentina


PLANETOUT INC: Must Pay US$15-Million Orix Loan by August 31
------------------------------------------------------------
PlanetOut Inc.'s lender Orix Venture Finance, LLC, waived
defaults associated with PlanetOut's failure to meet certain
financial tests and liquidity covenants.  In consideration of
the waiver, PlanetOut, in addition to other commitments, agreed
to maintain certain minimum cash balances, increase the interest
rate on the term loan to prime plus 5% and committed to raise at
least US$15 million in new equity or subordinated debt, of which
US$7 million must be raised by June 30, 2007, and the remainder
by Aug. 31, 2007.

In September 2006, the company entered into a Loan and Security
Agreement with ORIX Venture Finance, LLC, which was amended in
February 2007 and May 2007.  Pursuant to the Loan Agreement, the
company borrowed US$7,500,000 as a term loan and US$3,000,000 as
a 24-month revolving loan in September 2006.  The borrowings
under the line of credit are limited to the lesser of
US$3,000,000, which the company has already drawn down, or 85%
of qualifying accounts receivable.  The term loan is payable in
48 consecutive monthly installments of principal beginning on
Nov. 1, 2006, together with interest at a rate of prime plus 5%.

In connection with the term loan agreement, the company issued
Orix a 7-year warrant to purchase up to 120,000 shares of the
common stock of the Company at an exercise price of US$3.74.
The warrant vested immediately, had a fair value of
approximately US$445,000 as of the date of issuance and will
expire on September 28, 2013.  The value of the warrant was
recorded as a discount of the principal amount of the term loan
and will be accreted and recognized as additional interest
expense using the effective interest method over the life of the
term loan.

The loans are secured by substantially all of the assets of the
company and all of the outstanding capital stock of all
subsidiaries of the company, except for the assets and capital
stock of SpecPub, Inc.

Based in San Francisco, California, PlanetOut Inc. (Nasdaq:
LGBT) -- http://www.planetoutinc.com/-- is a media and
entertainment company exclusively serving the lesbian, gay,
bisexual and transgender community.  The company provides this
audience a wide variety of products and services including
online and print media properties, a travel marketing business
and other goods and services.  PlanetOut has additional offices
in New York, Los Angeles, Minneapolis, London and Buenos Aires.


PLANETOUT INC: Seeking Strategic Alternatives to Raise Capital
--------------------------------------------------------------
PlanetOut Inc. has hired Allen & Co. to pursue strategic
alternatives including an equity sale and a cash loan.

According to a regulatory filing, the company has experienced
significant net losses and expects to continue to incur losses
in the future.  As of March 31, 2007, its accumulated deficit
was approximately US$45.2 million.  Although the company had
positive net income in the year ended Dec. 31, 2005, it
experienced a net loss of US$3.7 million for the year ended
Dec. 31, 2006 and a net loss of US$6.9 million for the quarter
ended March 31, 2007, and the company may not be able to regain
or sustain profitability in the near future, causing its
financial condition to suffer and its stock price to decline.

Total revenue decreased primarily due to a reduction in online
subscribers to PlanetOut's Gay.com website and a decrease in
sales on its transaction-based websites.

Total operating costs increased primarily due to:

   * increases in cost of revenue for its February 2007
     Caribbean cruise aboard the Caribbean Princess, which was
     the largest capacity cruise ship chartered by RSVP to date,

   * increased marketing costs related to direct-mail campaigns
     for both its print properties and its RSVP travel
     itineraries,

   * severance charges related to the departure of its former
     President and Chief Operating Officer and our former Chief
     Technology Officer, and

   * additional costs related to the further integration of its
     businesses.

Pursuant to its May 2007 amendment of the Loan Agreement with
Orix Venture Finance, LLC, PlanetOut is also obligated to raise
at least US$15 million in new equity or subordinated debt, of
which US$7 million must be raised by June 30, 2007 and the
remainder by Aug. 31, 2007.

Based on the rules of the Nasdaq Stock Market applicable to the
company, PlanetOut is limited in its ability to issue new equity
or convertible debt in excess of 19.9% of its outstanding shares
of common stock without stockholder approval, if that issuance
is at a discount.

Accordingly, depending on the market value of PlanetOut's common
stock and other factors, it may be difficult for the company to
meet the capital-raising obligation contained in its May 2007
amendment of the Loan Agreement.  Without additional financing,
the company expects that its available funds and anticipated
cash flows from operations will be sufficient to meet its
expected needs for working capital and capital expenditures
through the middle of third quarter 2007.

The company is not certain that it will be able to obtain
additional financing on commercially reasonable terms or at all.
If PlanetOut raises additional funds through the issuance of
equity, equity-related or debt securities, these securities may
have rights, preferences or privileges senior to those of the
rights of its common stock, and its stockholders will experience
dilution of their ownership interests.

If it is not successful in securing additional funding or in
implementing strategic alternatives in the near term, PlanetOut
will be in default under the Loan Agreement, which will permit
Orix to accelerate its obligations under the loans and foreclose
on the assets securing the loans.  As an additional result of
such a default, borrowings under other debt instruments that
contain cross-acceleration or cross-default provisions may also
be accelerated and become due and payable.

The company may be forced to reduce its planned operations and
development activities, restructure its businesses and take
other steps to minimize or eliminate expenses.

Based in San Francisco, California, PlanetOut Inc. (Nasdaq:
LGBT) -- http://www.planetoutinc.com/-- is a media and
entertainment company exclusively serving the lesbian, gay,
bisexual and transgender community.  The company provides this
audience a wide variety of products and services including
online and print media properties, a travel marketing business
and other goods and services.  PlanetOut has additional offices
in New York, Los Angeles, Minneapolis, London and Buenos Aires.


ROLSO SRL: Trustee To File Individual Reports on June 27
--------------------------------------------------------
Miguel Angel Ariet, the court-appointed trustee for Rolso
S.R.L.'s reorganization proceeding, will present creditors'
validated claims as individual reports in the National
Commercial Court of First Instance in Comodoro Rivadavia,
Chubut, on June 27, 2007.

The court will determine if the verified claims are admissible,
taking into account the trustee's opinion and the objections and
challenges raised by Rolso and its creditors.

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

Mr. Ariet verified creditors' proofs of claim until
May 14, 2007.

Mr. Ariet will also submit to court a general report containing
an audit of Rolso's accounting and banking records on
Aug. 23 2007.

The informative assembly will be held on March 11, 2008.
Creditors will vote to ratify the completed settlement plan
during the assembly.

The debtor can be reached at:

          Rolso S.R.L.
          Avenida Polonia 306, Comodoro Rivadavia
          Chubut, Argentina

The trustee can be reached at:

          Miguel Angel Ariet
          Sarmiento 812, Comodoro Rivadavia
          Chubut, Argentina


S LOTHARS: Proofs of Claim Verification Deadline Is July 2
----------------------------------------------------------
Eduardo Salomon Zalutzky, the court-appointed trustee for S.
Lothars S.R.L.'s bankruptcy proceeding, verifies creditors'
proofs of claim until July 2, 2007.

Mr. Zalutzky will present the validated claims in court as
individual reports on Sept. 24, 2007.  The National Commercial
Court of First Instance in Buenos Aires will determine if the
verified claims are admissible, taking into account the
trustee's opinion, and the objections and challenges that will
be raised by S. Lothars and its creditors.

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

A general report that contains an audit of S. Lothars'
accounting and banking records will be submitted in court on
Nov. 5, 2007.

Mr. Zalutzky is also in charge of administering S. Lothars'
assets under court supervision and will take part in their
disposal to the extent established by law.

The trustee can be reached at:

          Eduardo Salomon Zalutzky
          Lavalle 1523
          Buenos Aires, Argentina


* ARGENTINA: To Hold Equal Stake in Bank of the South
-----------------------------------------------------
The so-called Bank of the South that will be launched on June 26
will be equally owned by all founding members, as agreed last
week in a meeting in Paraguay, The Financial Times reports.

The bank, advocated by Venezuelan President Hugo Chavez, will be
established to rival the services offered by the International
Monetary Fund and the World Bank, on much lower rates and better
financing conditions.

The FT relates that ministers from Brazil, Argentina, Venezuela,
Bolivia, Ecuador and Paraguay all agreed that founder members
will have equal stakes and decision-making power in the proposed
bank.

"We didn't define contributions.  This is a detail that will be
decided in the coming days," Brazilian Finance Minister Guido
Mantega said in a news conference.

The Brazilian finance minister previously said that
contributions would range between US$500 million to US$300
million.  But after the recently concluded meeting,
contributions would not be too big to allow for equal
participation among all countries.

                        *     *     *

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 R M U D A
=============


FOSTER WHEELER: Subsidiary Bags Delayed Coker Deal with Aramco
--------------------------------------------------------------
Foster Wheeler USA Corporation, Foster Wheeler Ltd.'s
subsidiary, as part of its Global Engineering and Construction
Group, has been awarded a contract by Aramco Services Company
and Total France for a process design package for a new delayed
coker.  The delayed coker is part of the Jubail Export Refinery,
a grassroots full-conversion refinery designed to process
Arabian heavy crude, to be built in Jubail Industrial City,
Kingdom of Saudi Arabia.  The delayed coker unit, one of the
largest in the world, will be based on Foster Wheeler's leading
Selective Yield Delayed Coking (SYDEC(SM)) process.  The coker
design package will be developed by Foster Wheeler's Houston,
Texas, office.  The terms of the award, which was included in
the company's fourth-quarter 2006 bookings, were not disclosed.

"Foster Wheeler is delighted to be awarded this important
project, which reflects our market leadership in delayed coking.
We look forward to working with Aramco Services Company and
Total France to deliver a successful project," said Troy Roder,
president and chief executive officer of Foster Wheeler USA
Corporation.

Foster Wheeler's SYDEC(SM) process is a thermal conversion
process used by refiners worldwide to upgrade heavy residue feed
and process it into high value transport fuels.  The SYDEC(SM)
process achieves maximum clean liquid yields and minimum fuel
coke yields from high sulfur residues.  By installing a
SYDEC(SM) unit, a refinery owner is able to process heavier
crudes, which sell at a discount to the benchmark light, sweet
crudes, thereby allowing the owner to receive the benefit of
increased refining margins.

Foster Wheeler Ltd. (Nasdaq: FWLT) -- http://www.fwc.com/--
offers a broad range of engineering, procurement, construction,
manufacturing, project development and management, research and
plant operation services.  Foster Wheeler serves the refining,
upstream oil and gas, LNG and gas-to-liquids, petrochemical,
chemicals, power, pharmaceuticals, biotechnology and healthcare
industries.  The corporation is based in Hamilton, Bermuda, and
its operational headquarters are in Clinton, New Jersey.

                        *     *     *

As reported in the Troubled Company Reporter on Dec. 18, 2006,
Standard & Poor's Ratings Services revised its outlook on Foster
Wheeler Ltd. to positive from stable.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit rating and other ratings on the company.  The company had
about US$217 million of total debt at Sept. 29, 2006.


REFCO: June 29 Hearing Set for BAWAG's US$108MM Suit Settlement
---------------------------------------------------------------
The U.S. District Court for the Southern District of New York
will hold a fairness hearing on June 29, 2007 at 10:00 a.m. for
the proposed US$108 million partial settlement by BAWAG P.S.K.
Bank Fuer Arbeit und Wirtschaft und Osterreichische
Postsparkasse Aktiengesellschaft, a defendant in the class
action, "In re Refco, Inc. Securities Litigation, Master File
No. 05 Civ. 8626 (GEL)."

The hearing will be held before Judge Gerard E. Lynch in the
U.S. District Court for the Southern District of New York
located in the U.S. Courthouse at 500 Pearl Street, New York.

The settlement covers persons or entities that purchased or
otherwise acquired Refco Group Ltd., LLC/ Refco Finance Inc. 9%
Senior Subordinated Notes due 2012 (CUSIP Nos. 75866HAA5 and/or
75866HAC1) and/or Refco, Inc. common stock (CUSIP No. 75866G109)
between Aug. 5, 2004, and Oct. 17, 2005.

Any objections or exclusions to and from the settlement must be
made on or before, May 26 and 30, respectively.

                       Case Background

The suit, filed in the U.S. District Court for the Southern
District of New York, was consolidated in April 2006 (Class
Action Reporter, April 7, 2006).  It claimed the collapsed
commodity brokerage hid more than US$5 billion off its books,
far more than previously thought.  It also accuses company
executives, company auditors, and investment bankers of
negligence.

This discovery of the bad debts caused the collapse of the
company a mere two months after its Aug. 10, 2005 initial public
offering of common stock, and only 14 months after its issuance
of 9% Senior Subordinated Notes due 2012.  The company filed the
fourth largest bankruptcy in U.S. history as a result.

The suit is "In re Refco, Inc. Securities Litigation, Master
File No. 05 Civ. 8626 (GEL)," filed in the U.S. District Court
for the Southern District of New York under Judge Gerard E.
Lynch.

Representing the plaintiffs are:

     (1) Max W. Berger (MB-5010), John P. Coffey  (JC-3832),
         John C. Browne (JB-0391) and Noam N. Mandel (NM-0203)
         of Bernstein Litowitz Berg & Grossmann, LLP, 1285
         Avenue of the Americas, New York, NY 10019, Phone:
         (212) 554-1400, Fax: (212) 554-1444; and

     (2) Stuart M. Grant (SG-8157), James J. Sabella (JS-5454),
         Megan D. McIntyre, Jeff A. Almeida, Christine M.
         Mackintosh and Jill Agro of Grant & Eisenhofer, P.A.,
         Phone: (646) 722-8500 and (302) 622-7000, Fax: (646)
         722-8501 and (302) 622-7100

For more details, contact Refco, Inc. Securities Litigation
c/o The Garden City Group, Inc., PO Box 9087, Dublin, OH 43017-
0987, Web site: http://www.refcosecuritieslitigation.com.

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

The company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported US$16.5 billion in assets and US$16.8 billion in debts
to the Bankruptcy Court on the first day of its chapter 11
cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on Dec. 15, 2006.  That Plan became effective on
Dec. 26, 2007.


REFCO: Refco Commodity Wants Stay Lifted to Pursue Dismissal
------------------------------------------------------------
Refco Commodity Management Inc. asked Judge Robert D. Drain of
the U.S. Bankruptcy Court for the Southern District of New York
to lift an automatic stay established upon the commencement of
RCMI's Chapter 11 case in order to pursue a motion to dismiss a
putative class action filed by investors in two investment funds
the company jointly administered with IDS Futures Corp.

RCMI is a defendant in a putative class action filed in June
2006 by Gary L. Franzen, on behalf of himself and other
similarly situated parties, against RCMI and IDS Futures.  The
Plaintiffs filed an Amended Complaint in September 2006.  The
lawsuit is pending in the U.S. District Court for the Northern
District of Illinois, Eastern Division, under Civil Case No. 06
C-3012.

In March 2007, the Illinois District Court entered a final order
approving a settlement between IDS and the Plaintiffs.  IDS was
also dismissed from the action, thus, leaving RCMI as the sole
defendant of the Complaint.

Under the Settlement, IDS agreed to make an offer that fully
compensated potential plaintiffs for their losses attributable
to the management of two investment funds, which were jointly
administered by IDS and RCMI.  IDS also agreed to pay the
plaintiffs nearly $400,000 in legal fees.

RCMI subsequently sought to dismiss the Complaint on the grounds
that:

   -- certain of the Plaintiffs' claims were rendered moot by
      the Settlement; and

   -- the Plaintiffs lacked standing to bring their remaining
      claims.

Richard B. Levin, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, relates that in the Plaintiffs' response, they argued that
the Litigation is stayed as to RCMI, and adjudication of the
Motion to Dismiss cannot proceed due to the "automatic stay"
established upon the commencement of RCMI's Chapter 11 case.

Accordingly, to ensure that the Motion to Dismiss is adjudicated
on its merits and prevent further delay in the Litigation, RCMI
asks the Bankruptcy Court to lift the automatic stay imposed
under Section 362 of the Bankruptcy Code to:

   (a) permit RCMI to prosecute the Motion to Dismiss to full
       and final adjudication, and oppose an appeal, if any,
       from a final order of the District Court granting the
       Motion to Dismiss;

   (b) allow the Plaintiffs to oppose the Motion to Dismiss on
       the basis of any filed response or as permitted by the
       District Court, and to prosecute an Appeal; and

   (c) permit the District Court and the Appellate Court to
       fully and finally adjudicate the Motion to Dismiss or an
       Appeal, if any.

RCMI will inform the District Court regarding the filing of its
Lift Stay Motion and, thereafter, will advise the District Court
regarding the progress and resolution of the Motion, including
any ruling the Bankruptcy Court may enter with respect to the
Motion.

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

The company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported US$16.5 billion in assets and US$16.8 billion in debts
to the Bankruptcy Court on the first day of its chapter 11
cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on Dec. 15, 2006.  That Plan became effective on
Dec. 26, 2007.  (Refco Bankruptcy News, Issue No. 63; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)




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


* BOLIVIA: To Hold Equal Stake in Bank of the South
---------------------------------------------------
The so-called Bank of the South that will be launched on June 26
will be equally owned by all founding members, as agreed last
week in a meeting in Paraguay, The Financial Times reports.

The bank, advocated by Venezuelan President Hugo Chavez, will be
established to rival the services offered by the International
Monetary Fund and the World Bank, on much lower rates and better
financing conditions.

The FT relates that ministers from Brazil, Argentina, Venezuela,
Bolivia, Ecuador and Paraguay all agreed that founder members
will have equal stakes and decision-making power in the proposed
bank.

"We didn't define contributions.  This is a detail that will be
decided in the coming days," Brazilian Finance Minister Guido
Mantega said in a news conference.

The Brazilian finance minister previously said that
contributions would range between US$500 million to US$300
million.  But after the recently concluded meeting,
contributions would not be too big to allow for equal
participation among all countries.

                        *     *     *

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




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


BANCO NACIONAL: Grants BRL349.5 Million Loan to Integracao
----------------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social aka BNDES'
directors approved a BRL349.5 million financing to Integracao
Transmissora de Energia S/A.  The funds will be used for the
installation of a group of transmission lines and substations
that comprise stretch 2 of Complexo de Interligacao Norte - Sul
III [Interconnection North-South III Complex].  The new stretch,
representing a 695-kilometer expansion, will interconnect the
municipalities of Colinas (TO) to Minacu (GO).  BNDES will
participate with 70% of the total cost estimated for the
project, of BRL499.5 million.

Among the merits of the investments is the generation of 1.5
thousand direct jobs during the construction phase and another
400 indirect.  The new line will ensure benefits to the Sistema
Interligado Nacional (SIN) -- National Interconnected System --
such as the outflow or energy from the new generation point
located in the States of Tocantins and Para.  Besides that, it
will enable reduction of transmission losses in the region, with
direct repercussion on SIN transmission cost.

The project supported by BNDES will also increase the power
export capacity of the Northern Region, from 2.3 thousand MW in
average, to 3.9 thousand MW in average, and the power import and
export capacity of the Southern Region, from 1.7 thousand MW in
average, to 3.4 thousand MW in average.

Integracao Transmissora de Energia is a Specific Purpose
Company, formed by Fundo de Investimento em Participacoes Brasil
Energia, Eletronorte, Chesf and Engevix Engenharia.

Environmental - The project contemplates different environmental
impact mitigating programs and will rely on Environmental
Management Plans for the construction and control of solid
residues.  Among the projects aimed at mitigating the impact of
the works on the environment are, for example, Programa de
Educacao Ambiental [Environmental Education Program],
Monitoramento e Controle de Processos Erosivos [Monitoring and
Control of Erosive Processes], Recuperacao de Areas Degradadas
[Recuperation of Degraded Areas], Supressao de Vegetacao
[Supression of Vegetation], Monitoramento da Fauna e Recuperacao
de Areas Degradadas [Monitoring of the Fauna and Recuperation of
Degraded Areas].

                         About BNDES

Banco Nacional de Desenvolvimento Economico e Social is Brazil's
national development bank.  It provides financing for projects
within Brazil and plays a major role in the privatization
programs undertaken by the federal government.

                        *     *     *

As reported on Nov. 27, 2006, Standard & Poor's Ratings Services
changed the ratings outlook to Positive from Stable on Banco
Nacional de Desenvolvimento Economico e Social SA's BB Foreign
currency counterparty credit rating and BB+ Local currency
counterparty credit rating.


BANCO NACIONAL: Board Okays BRL2.6-Mil. Loan to Banco da Familia
----------------------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social aka BNDES'
board of directors approved a financing of BRL2.6 million for
the Brazilian Family Development Association -- Banco da
Familia.  With those resources, the institution will increase
the volume of its financings to small-size productive activity
entrepreneurs in 20 municipalities of the mountain ridge region
of the State of Santa Catarina and two more cities in the State
of Rio Grande do Sul.

Banco da Familia's total investments is of BRL3 million and the
institution will use BRL458 thousand of its own resources.  It
is estimated that, throughout the next five years, the loans to
be granted by the microcredit entity may ensure the generation
of at least 2.7 thousand jobs and the maintenance of other 16
thousand jobs.

Banco da Familia operates since 1998 in the granting of
microcredit and has been presenting consistent growth in the
past few years.  For example, on December 2006, its portfolio
already encompassed an operation volume of approximately BRL12.5
million per year, with about 4.2 thousand active clients; very
significant figures as microcredit is concerned.

Project: With the resources released by BNDES, besides expanding
the number of clients and the volume of its financings, Banco da
Familia will also increment its hall of employees through the
hiring of 17 more employees -- eleven in the unit headquartered
in the city of Caxias do Sul [State of Rio Grande do Sul] and
six in unit of the city of Lages [State of Santa Catarina].  For
the beginning of 2008, it is projected the opening of yet
another assistance post in the outskirts of Caxias do Sul and a
new agency in the mountain ridge region of the State of Rio
Grande do Sul.

Banco da Familia is the only Brazilian microcredit organization
affiliated to the Women's World Bank, international entity which
stimulates micro-businesswomen and provides support to a global
network with more than 50 financial institutions, responsible
for microcredit services provided to approximately 23 million
low income people (preferably women) in 43 countries.

                         About BNDES

Banco Nacional de Desenvolvimento Economico e Social is Brazil's
national development bank.  It provides financing for projects
within Brazil and plays a major role in the privatization
programs undertaken by the federal government.

                        *     *     *

As reported on Nov. 27, 2006, Standard & Poor's Ratings Services
changed the ratings outlook to Positive from Stable on Banco
Nacional de Desenvolvimento Economico e Social SA's BB Foreign
currency counterparty credit rating and BB+ Local currency
counterparty credit rating.


BRASIL TELECOM: Deloitte Certifies Firm as Sarbanes Compliant
-------------------------------------------------------------
Brasil Telecom Participacoes said in a statement that U.S.
auditing firm Deloitte & Touche has certified that the company
is Sarbanes-Oxley compliant.

The Sarbanes-Oxley Law of 2002 is aimed at boosting financial
and accounting controls at firms traded on the New York Stock
Exchange to lessen the possibility of a scam.

According to Brasil Telecom's statement, it has been listed on
the NYSE since 1998.  It will benefit from improved methods to
analyze risk, set up controls against internal fraud and boost
the level of applications security as well as implement codes of
ethics.

Headquartered in Brasilia, Brazil, Brasil Telecom Participacoes
SA -- http://www.brasiltelecom.com.br-- is a holding company
that conducts substantially all of its operations through its
wholly owned subsidiary, Brasil Telecom SA.  The fixed-line
telecommunications services offered to the company's customers
include local services, including all calls that originate and
terminate within a single local area in the region, as well as
installation, monthly subscription, measured services, public
telephones and supplemental local services; intra-regional
long-distance services, which include intrastate and interstate
calls; interregional and international long-distance services;
network services, including interconnection and leasing; data
transmission services; wireless services, and other services.

                        *     *     *

Brasil Telecom Participacoes' local currency long-term debt
carries Fitch's BB+ rating.

Moody's Investors Service placed a Ba1 local currency long-term
issuer rating on Brasil Telecom.


BROWN SHOE: Net Earnings Fall to US$9.6 Million in First Quarter
----------------------------------------------------------------
Brown Shoe Company, Inc., reported financial results for the
first quarter of fiscal 2007 ended May 5, 2007.

Consolidated net sales were US$566.3 million, a decrease of 1.6
percent compared to US$575.5 million in the first quarter of
fiscal 2006.  Net earnings were US$9.6 million versus net
earnings of US$10.0 million in the prior-year period.

First quarter 2007 earnings include charges related to the
company's Earnings Enhancement Plan of US$0.07 per diluted
share.  On an adjusted basis, excluding these charges, net
earnings were US$13.0 million, an increase of 26.1 percent for
the same period last year and guidance range of US$0.25 to
US$0.26 per diluted share on an adjusted basis.

Ron Fromm, Brown Shoe's Chairman and CEO, stated, "Our first
quarter results were ahead of expectations, driven primarily by
the ongoing strength of our Famous Footwear chain.  Famous
Footwear generated a 3.4 percent same-store-sales gain in the
quarter, fueled by its fashion-right merchandise selection.  Our
Specialty Retail segment, which includes our Naturalizer stores
and Shoes.com business, achieved solid progress in the quarter,
also generating a 3.4 percent same-store-sales gain.  Our
Wholesale division sales were slightly lower than we had
expected.  Nonetheless, operating margins in the quarter at
Wholesale were strong, generating a 190 basis point improvement
over last year, excluding costs for our Earnings Enhancement
Plan.  We believe our first quarter results reflect the positive
impact of our initiatives to improve our enterprise
profitability and we expect continued progress in the near and
long term."

                     Segment Highlights

Retail Division

Total sales at Famous Footwear rose 7.6 percent to a first
quarter record US$325.3 million compared to US$302.3 million for
the same 13-week period last year.  Same-store sales for the
quarter ended May 5, 2007 increased 3.4 percent over the quarter
ended April 29, 2006.  Operating earnings were US$21.0 million
compared to US$15.9 million last year, an increase of 31.8
percent.  Famous Footwear opened 18 new stores and closed eight
during the quarter, resulting in 1,009 stores open at the end of
the quarter.

The Specialty Retail segment, which primarily consists of
Naturalizer stores and the Shoes.com e-commerce business,
reported sales in the quarter of US$60.3 million, a 6.9 percent
increase from last year's US$56.4 million.  The sales increase
was driven by a 3.4 percent same-store-sales gain in the segment
and a 46.6 percent gain at Shoes.com.  The segment's operating
loss was even with last year at US$2.9 million; however, 2007
results include US$0.2 million in charges related to the
Company's Earnings Enhancement Plan, primarily related to the
closing of its remaining Via Spiga store.  During the quarter,
no new stores were opened and 10 were closed, resulting in 280
stores open at the end of the quarter, compared to 312 at the
end of the year-ago period.

Wholesale Division

Wholesale sales declined 16.6 percent in the quarter to US$180.7
million compared to US$216.8 million in the previous year.
Sales were modestly below the company's expectations.  Solid
performances from Naturalizer, LifeStride, Etienne Aigner, and
Dr. Scholl's were offset by the exiting of the Bass license at
the end of 2006 and the reduced emphasis on lower-margin private
label business.  Operating earnings were US$13.0 million in the
quarter, including charges of US$2.1 million related to the
company's Earnings Enhancement Plan, compared to US$14.1 million
in the year ago period.  The segment's focus on higher-quality
sales led to an operating profit that, as a percent of sales,
increased 190 basis points to 8.4 percent, after excluding the
above charges, from 6.5 percent last year.

                        Balance Sheet

Inventory at May 5, 2007 was US$398 million, as compared to
US$405 million last year.  Inventory at the company's Famous
Footwear division was down US$1.7 million in the quarter while
operating 57 more stores.  Wholesale inventory was down 18.4
percent in the quarter.  Specialty Retail inventory was up 13.9
percent due to growth at Shoes.com; however, inventory at the
division's stores was down 11.5 percent with 32 fewer stores.
The company's debt-to-capital ratio at the end of the quarter
was 22.7 percent, compared to 30.6 percent at the same time last
year.

                 Strategic Initiatives Update

Costs related to the company's Earnings Enhancement Plan during
the quarter were in-line with expectations.  During the first
quarter, the company closed its Italian sales office, its Dover,
NH distribution center, and its Needham, MA office, and incurred
costs for severance and other projects still under development.
As a result of these actions, the company incurred after-tax
costs of US$3.3 million or US$0.07 per diluted share in the
quarter.  The company continues to work on other initiatives
related to this plan.  Estimates of costs and benefits remain as
follows:

   * In 2007, after-tax implementation costs are estimated to be
     approximately US$14 million, while the company expects to
     realize after-tax benefits of US$10 to US$12 million;

   * In 2008, after-tax implementation costs are estimated to be
     approximately US$5 million and annual after-tax benefits
     are estimated to be US$17 to US$20 million.

             Full-Year & Second Quarter 2007 Guidance

For fiscal 2007, the company continues to estimate sales will
range from US$2.48 billion to US$2.52 billion and now expects
net earnings per diluted share of US$1.55 to US$1.59, versus
previous guidance of US$1.52 to US$1.55.  This guidance includes
estimated costs related to the company's Earnings Enhancement
Plan of US$0.31 per diluted share.  On an adjusted basis, net
earnings per diluted share are now estimated to be US$1.86 to
US$1.90, versus previous guidance of US$1.83 to US$1.87.  This
estimate is predicated on a same-store-sales increase at Famous
Footwear of 2.5 to 3.5 percent.  As previously announced,
Wholesale division sales in 2007 are expected to be below 2006
results, with growth at its branded businesses offset by the
exit of the Bass license and an expected sales decline in its
private label business.  In 2007, the company also expects to
increase its marketing and media spend by approximately US$4.0
million on a pre-tax basis, as it evolves its brand marketing
programs.  Additionally, the company expects its effective tax
rate to increase by approximately 200 basis points, as a result
of a reduced mix of lower tax rate foreign earnings.

For the second quarter of 2007, the company expects sales of
US$582 million to US$592 million, an increase of 0.5 to 2.2
percent compared to US$579.3 million in the year-ago period and
net earnings of US$9.8 million to US$10.7 million compared to
US$15.2 million in the previous year.  Net earnings per diluted
share in the quarter are estimated to be US$0.22 to US$0.24 as
compared to US$0.35 per diluted share in the previous year.
This guidance range includes estimated charges and
implementation costs of the company's Earnings Enhancement Plan
of US$0.08 in the second quarter of 2007.  In the second quarter
of 2006, the company incurred charges of US$0.03 per diluted
share related to its Earnings Enhancement Plan offset by a net
insurance recovery of US$0.11 per diluted share related to
environmental remediation costs at its Denver, CO facility.  On
an adjusted basis, the company expects second quarter 2007 net
earnings per diluted share of US$0.30 to US$0.32 an increase of
11.1 to 18.5 percent compared to US$0.27 per diluted share in
the same period a year ago.  Second quarter guidance is
predicated on a 4.0 to 5.0 percent same-store-sales increase at
Famous Footwear, which reflects the change in the retail
reporting calendar in 2007 following a 53-week year in 2006.  In
2007, this shift causes the second quarter to end on
Aug. 4, 2007, and thereby includes an additional week of the
Back-To-School selling season compared to the 13 weeks ended
July 29, 2006.  This one-week shift is expected to result in
lower third quarter same-store sales growth.  Second quarter
Wholesale sales and earnings are both expected to increase over
the first quarter 2007, but will be lower than last year's
second quarter, due to the growth of its branded businesses
being offset by the exit of the Bass license and a reduced
emphasis on lower-margin private label business and as a result
of changes in marketing expenses, including the timing of trade
shows.

                 Outlook for Full-Year 2007

Mr. Fromm concluded, "Following on our first quarter results, we
are confident in our abilities to deliver a strong 2007.  In
addition, we are building the processes and the platform to
assist us in executing our growth strategies and realize our
vision of being a top performer in the footwear industry."

Headquartered in St. Louis, Missouri, Brown Shoe Company, Inc.
(NYSE: BWS) -- http://www.brownshoe.com/-- is a USUS$2.3
billion footwear company with global operations including
Brazil, Italy, China, Hong Kong, and Taiwan.  The Company
operates the 900+ store Famous Footwear chain, which sells brand
name shoes for the family.  It also operates 300+ specialty
retail stores in the U.S. and Canada under the Naturalizer, FX
LaSalle and Via Spiga names, and Shoes.com, the Company's e-
commerce subsidiary.  Brown Shoe, through its Wholesale
divisions, owns and markets leading footwear brands including
Via Spiga, Naturalizer, LifeStride, Nickels Soft, Connie and
Buster Brown; it also markets licensed brands including Franco
Sarto, Dr. Scholl's, Etienne Aigner, Bass and Carlos by Carlos
Santana for adults, and Barbie and Disney character footwear for
children.

                        *     *     *

As reported in the Troubled Company Reporter on April 3, 2007,
Moody's Investors Service changed the outlook of Brown Shoe
Company, Inc., to positive from stable and affirmed its
Ba3 corporate family rating on the company.  Ratings that were
affirmed also include the company's Probability-of-default
rating at Ba3; US$150 Million guaranteed senior unsecured notes
due 2012 at B1, LGD5, 72%; and Speculative Grade Liquidity
Rating at SGL-2.


BROWN SHOE: Board Declares US$0.07 Per Share Quarterly Dividend
---------------------------------------------------------------
Brown Shoe Company, Inc.'s Board of Directors declared a
quarterly dividend of US$0.07 cents per share, payable
July 2, 2007, to shareholders of record on June 18, 2007.

This dividend will be the 338th consecutive quarterly dividend
paid by the company.

Headquartered in St. Louis, Missouri, Brown Shoe Company, Inc.
-- http://www.brownshoe.com/-- is a US$2.3 billion footwear
company with global operations including Brazil, Italy, China,
Hong Kong, and Taiwan.  The Company operates the 900+ store
Famous Footwear chain, which sells brand name shoes for the
family.  It also operates 300+ specialty retail stores in the
U.S. and Canada under the Naturalizer, FX LaSalle and Via Spiga
names, and Shoes.com, the Company's e-commerce subsidiary.
Brown Shoe, through its Wholesale divisions, owns and markets
leading footwear brands including Via Spiga, Naturalizer,
LifeStride, Nickels Soft, Connie and Buster Brown; it also
markets licensed brands including Franco Sarto, Dr. Scholl's,
Etienne Aigner, Bass and Carlos by Carlos Santana for adults,
and Barbie and Disney character footwear for children.

                        *     *     *

As reported in the Troubled Company Reporter on April 3, 2007,
Moody's Investors Service changed the outlook of Brown Shoe
Company, Inc., to positive from stable and affirmed its
Ba3 corporate family rating on the company.  Ratings that were
affirmed also include the company's Probability-of-default
rating at Ba3; US$150 Million guaranteed senior unsecured notes
due 2012 at B1, LGD5, 72%; and Speculative Grade Liquidity
Rating at SGL-2.


BROWN SHOE: Appoints Sheri Wilson-Gray as Senior VP & CMO
---------------------------------------------------------
Brown Shoe Company, Inc. appointed Sheri Wilson-Gray to the
position of Senior Vice President and Chief Marketing Officer,
effective June 4, 2007.  In this newly created role, she will
focus on strategic brand development and be responsible for
directing marketing communications, consumer research, public
relations and the licensing of Brown Shoe brands.

"We are particularly excited about finding someone with such
broad-based abilities that complement our business model so
well," said Brown Shoe President and Chief Operating Officer
Diane Sullivan.  "Sheri's strong experience in retail,
wholesale, fashion and classic marketing will be important
assets as we continue to grow.  We look forward to her
partnering with our organizations' presidents in developing our
brands and continuing to strengthen our progressing marketing
competencies."

Ms. Wilson-Gray joins Brown Shoe from Island Global Yachting,
where she has served as Executive Vice President, Marketing
since 2005.  In that role, she was responsible for developing
all branding and marketing initiatives for the company.  Prior
to that, she held the position of Executive Vice President,
Chief Marketing Officer for Saks Fifth Avenue.  Her background
also includes brand marketing responsibilities in various
capacities with Victoria Creations, Inc., Monet, Chesebrough-
Pond's, Inc., Playtex International and Procter and Gamble.  She
began her retail career at Federated Department Stores, Inc.

Ms. Wilson-Gray holds a Bachelor of Science degree in Fashion
Retailing and a Master of Science degree in Management from
Purdue University.  She also serves on the board of directors
for the Girl Scout Council of Greater New York.

Headquartered in St. Louis, Missouri, Brown Shoe Company, Inc.
(NYSE: BWS) -- http://www.brownshoe.com/-- is a US$2.3 billion
footwear company with global operations including Brazil, Italy,
China, Hong Kong, and Taiwan.  The Company operates the 900+
store Famous Footwear chain, which sells brand name shoes for
the family.  It also operates 300+ specialty retail stores in
the U.S. and Canada under the Naturalizer, FX LaSalle and Via
Spiga names, and Shoes.com, the Company's e-commerce subsidiary.
Brown Shoe, through its Wholesale divisions, owns and markets
leading footwear brands including Via Spiga, Naturalizer,
LifeStride, Nickels Soft, Connie and Buster Brown; it also
markets licensed brands including Franco Sarto, Dr. Scholl's,
Etienne Aigner, Bass and Carlos by Carlos Santana for adults,
and Barbie and Disney character footwear for children.

                        *     *     *

As reported in the Troubled Company Reporter on April 3, 2007,
Moody's Investors Service changed the outlook of Brown Shoe
Company, Inc., to positive from stable and affirmed its
Ba3 corporate family rating on the company.  Ratings that were
affirmed also include the company's Probability-of-default
rating at Ba3; US$150 Million guaranteed senior unsecured notes
due 2012 at B1, LGD5, 72%; and Speculative Grade Liquidity
Rating at SGL-2.


DURA AUTOMOTIVE: Files Amended April 2007 Operating Report
----------------------------------------------------------
The Debtors submitted a revised monthly operating report for the
month ended April 1, 2007.

The Debtors' financial statements have been revised primarily
for about US$2,700,000 over accrual of reorganization
professional fees, US$800,000 of additional pension curtailment
loss, US$900,000 revision to cash balance for cleared
disbursements, and for adjustments made to Dec. 31, 2006, ending
stockholder's investment for 2006 year end items.

         Dura Automotive Systems, Inc., and Subsidiaries
         Condensed Unaudited Consolidated Balance Sheet

                       As of April 1, 2007
                      (Dollars in thousands)

                              ASSETS

Current assets:
   Cash and cash equivalents                           US$5,015
   Accounts receivable, net
      Trade                                             146,549
      Other                                              16,186
      Non-Debtor subsidiaries                            24,289
   Inventories                                           80,796
   Other current assets                                  41,284
                                                     ----------
      Total current assets                              314,119
                                                     ----------

Property, plant and equipment, net                      172,185
Goodwill, net                                           249,927
Notes receivable from Non-Debtors subsidiaries          183,142
Investment in Non-Debtors subsidiaries                  790,647
Other noncurrent assets                                  25,811
                                                     ----------
Total Assets                                       US$1,735,831

        LIABILITIES AND NET LIABILITIES IN LIQUIDATION

Current liabilities:
   Debtors-in-possession financing                   US$193,139
   Accounts payable                                      42,724
   Accounts payable to Non-Debtors subsidiaries             922
   Accrued Liabilities                                   89,274
                                                     ----------
      Total current liabilities                         326,059
                                                     ----------
Long-term Liabilities:
   Notes Payable to Non-Debtors subsidiaries              8,662
   Other noncurrent liabilities                          58,221
Liabilities Subject to Compromise                     1,319,375
                                                     ----------
Total Liabilities                                     1,712,317

Stockholders' Investment                                 23,514
                                                     ----------
Total Liabilities and Stockholders' Investment     US$1,735,831

        Dura Automotive Systems, Inc., and Subsidiaries
   Condensed Unaudited Consolidated Statement of Operations
            For the Five Weeks Ended April 1, 2007
                      (Dollars in thousands)

Total sales                                            $102,608
Cost of sales                                           100,363
                                                     ----------
Gross (loss) profit                                       2,245

Selling, general and administrative expenses              8,333
Facility consolidation, asset impairment
   and other charges                                      5,378
Amortization expense                                         34
                                                     ----------
Operating (loss) income                                 (11,500)

Interest expense, net                                     4,176
                                                     ----------
Loss before reorganization items and income taxes       (15,676)

Reorganization items                                      5,626
                                                     ----------
Loss before income taxes                                (21,302)

Provision for income taxes                                   47
                                                     ----------
Net Loss                                            (US$21,349)

        Dura Automotive Systems, Inc., and Subsidiaries
   Condensed Unaudited Consolidated Statements of Cash Flows
            For the Five Weeks Ended April 1, 2007
                      (Dollars in thousands)

Operating Activities:
Net loss                                             (US$21,349)
Adjustments to reconcile net loss to net cash used
   in operations activities:
      Depreciation, amortization & asset impairment       2,707
      Amortization of deferred financing fees               665
      Bad debts                                             118
      Reorganization items                                5,626
Changes in other operating items:
   Accounts receivable                                   (9,480)
   Inventories                                            1,497
   Other current assets                                   1,888
   Noncurrent assets                                        105
   Accounts payable                                      (2,947)
   Accrued liabilities                                   (4,161)
   Noncurrent liabilities                                 1,027
   Current intercompany transactions                     (2,139)
                                                     ----------
Net cash (used in) provided by operating activities     (26,443)

Investing Activities:
Purchases of property, plant & equipment                 (1,387)
                                                     ----------
Net cash (used in) provided by investing activities      (1,387)

Financing Activities:
   DIP borrowings                                        28,139
   Payments on prepetition debt                            (323)
                                                     ----------
Net cash used in financing activities                    27,816

Net Increase (Decrease) in Cash & Equivalents               (14)

Cash & Cash Equivalent, Beginning Balance                 5,029
                                                     ----------
Cash & Cash Equivalent, Ending Balance                 US$5,015

                   About DURA Automotive Systems

Headquartered in Rochester Hills, Michigan DURA Automotive
Systems Inc. (Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an
independent designer and manufacturer of driver control systems,
seating control systems, glass systems, engineered assemblies,
structural door modules and exterior trim systems for the global
automotive industry.  The company is also a supplier of similar
products to the recreation vehicle and specialty vehicle
industries.  DURA sells its automotive products to North
American, Japanese and European original equipment manufacturers
and other automotive suppliers.  It currently operates in 63
locations including joint venture companies and customer service
centers in 14 countries including Brazil.

The Debtors filed for chapter 11 petition on Oct. 30, 2006
(Bankr. D. Delaware Case No. 06-11202).  Richard M. Cieri, Esq.,
Marc Kieselstein, Esq., Roger James Higgins, Esq., and Ryan
Blaine Bennett, Esq., of Kirkland & Ellis LLP are lead counsel
for the Debtors' bankruptcy proceedings.  Mark D. Collins, Esq.,
Daniel J. DeFranseschi, Esq., and Jason M. Madron, Esq., of
Richards Layton & Finger, P.A. Attorneys are the Debtors' co-
counsel.  Baker & McKenzie acts as the Debtors' special counsel.
Togut, Segal & Segal LLP is the Debtors' conflicts counsel.
Miller Buckfire & Co., LLC is the Debtors' investment banker.
Glass & Associates Inc., gives financial advice to the Debtor.
Kurtzman Carson Consultants LLC handles the notice, claims and
balloting for the Debtors and Brunswick Group LLC acts as their
Corporate Communications Consultants for the Debtors.  As of
July 2, 2006, the Debtor had US$1,993,178,000 in total assets
and US$1,730,758,000 in total liabilities.

The Debtors' exclusive plan-filing period expires on
May 23, 2007.  (Dura Automotive Bankruptcy News, Issue No. 19;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


EMI GROUP: Shares Trade High as Investors Anticipate Other Bids
---------------------------------------------------------------
Shares of EMI Group Plc traded more than the offer made by Terra
Firma Capital Partners Ltd. as investors anticipate a bidding
war, reports say.

EMI shares traded as high as 278.5 pence on May 23, 2007, 13.5
percent more than the 265 pence per share offer from Terra Firm.

As of May 24, 2007, EMI shares traded at 272.5 pence.

Former EMI CEO Jim Fifield, who plans to acquire the music
company with the support of Corvus Capital, says he is still
working on a possible acquisition deal, Reuters reports citing
The New York Post as its source.

According to Dominic White of the Telegraph, Corvus was
preparing to support Mr. Fifield in a 278 pence per share bid
for EMI but decided to back off.

Reuters said that Mr. Fifield had received financial commitments
from members of the Qatari royal family.

As reported in the TCR-Europe on May 22, 2007, EMI's Board of
Directors agreed to a takeover bid by British private equity
group Terra Firma Capital for GBP2.4 billion, or GBP3.2 billion
including debt.

Terra Firma Capital Partners Ltd. has set up Maltby Limited for
the purpose of making the 265 pence (US$5.23) per share offer
for EMI.

EMI's board intends to recommend the deal unanimously to EMI
shareholders for acceptance, which also includes a GBP24 million
break-up fee.

Greenhill & Co. International LLP, Citigroup Global Markets
Limited and Deutsche Bank act as joint financial advisers to
EMI.

                     About Terra Firma

Terra Firma is a leading European private equity firm, created
in 2002 as the independent successor to the Principal Finance
Group, a division of Nomura that was created in 1994.  Terra
Firma focuses on buyouts of large, asset-rich and complex
businesses in need of operational and/or strategic change.

Since its inception in 1994, Terra Firma has invested over
EUR7 billion of equity and has completed transactions with an
aggregate transaction value of over EUR30 billion.  Terra Firma
has offices in London and Frankfurt.

                          About EMI

Headquartered in London, United Kingdom, EMI Group PLC --
http://www.emigroup.com/-- is the world's largest independent
music company, operating directly in 50 countries and with
licensees in a further 20.  The group has operations in Brazil,
China and Hungary.  The group employs over 6,600 people.
Revenues in 2005 were near EUR2 billion and operating profit
generated was over EUR225 million.

At March 31, 2006, EMI Group's consolidated balance sheet
revealed GBP1.817 billion in total assets, GBP2.544 billion in
total liabilities and GBP726.6 million in shareholders' deficit.

In March 2007, Standard & Poor's Ratings Services placed its
ratings on Warner Music Group Corp., including the 'BB-'
corporate credit rating, on CreditWatch with negative
implications, following the company's statement that it is
exploring a possible merger agreement with EMI Group PLC
(BB- /Watch Neg/B), which EMI management has confirmed.

In January 2007, Moody's Investors Service downgraded EMI Group
Plc's Corporate Family and senior debt ratings to Ba3 from Ba2.
All ratings remain under review for possible further downgrade.


MERCANTIL DO BRASIL: Buys More Shares in Minas Brasil
-----------------------------------------------------
Mercantil do Brasil told Business News Americas that it has
increased its stake in insurer Minas Brasil through the purchase
of 11,009 common and 844 preferred shares.

According to BNamericas, Mercantil do Brasil now owns 73,637
common and 4,421 preferred shares in Minas Brasil.

Mercantil do Brasil told BNamericas that it doesn't want to
cancel Minas Brasil's listing on the Sao Paulo stock exchange
Bovespa.  It just wants to strengthen its stake in the firm.

Mercantil do Brasil disclosed on May 17 that it bought 10,110
common shares and 367 preferred shares in Minas Brasil,
BNamericas states.

Banco Mercantil do Brasil is headquartered in Belo Horizonte,
Brazil and had BRL5.6 billion (US$2.6billion) in total assets
and BRL567 million (US$269 million) in shareholders' equity as
of December 2006.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 14, 2007, Moody's Investors Service assigned a Ba2 long-term
foreign currency rating to Banco Mercantil do Brasil S.A.'s
US$100,000,000 senior unsecured notes.  The notes are being
issued under BMB's US$300 million Global Euro Medium-term Note
Program, and are due in 2012, with partial amortizations
scheduled for the third, fourth and fifth year of the notes.
The outlook on the rating was stable.


MRS LOGISTICA: Will Invest US$1 Billion in Equipment & Track
------------------------------------------------------------
Reports in Brazil say that MRS Logistica will invest US$1
billion through 2010 for its equipment and track expansion.

Business News Americas relates that due to the current growth in
the exportation of iron ore, MRS Logistica disclosed its plan to
invest US$500 million to buy 400 wagons and 200 locomotives, and
another US$500 million to boost and maintain track and develop
new technology.

According to BNamericas, MRS Logistica aims to have a fleet of
16,000 wagons and 500 locomotives in operation by 2010, along
its 1,674-kilometer long network covering Sao Paulo, Rio de
Janeiro and Minas Gerais.

MRS Logistica President Julio Fontana told BNamericas, "We are
preparing the company to transport 200 million tons in 2010."

BNamericas notes that MRS Logistica would transport 130 million
tons this year, about 15% greater than the 113 million tons
registered last year.  The funds would be taken from its own
resources, though other funding options remain a possibility.

Mr. Fontana commented to BNamericas, "If necessary, we can
resort to [national development bank] BNDES and other financing
institutions."

BNamericas says that the construction of a 100-kilometer track
between the Barra Mansa city and the Sepetiba port in Rio de
Janeiro is one of the priorities of MRS Logistica.  The company
will also build a 14-kilometer line for other rail firms to
access the Santos port in Sao Paulo.

"We are focusing on all the points which present bottlenecks and
the main ones are in Sepetiba and Santos," Mr. Fontana told
BNamericas.

The MRS consortium is a railway freight transport company
established in 1996 to operate approximately 1,700 kilometers of
track in the states of Minas Gerais, Rio de Janeiro e Sao Paulo.
MRS's rail network is also linked to the Central Atlantic,
Vitoria-Minas and Sao Paulo Railroads, offering intramodal
transportation options to the other parts of the country.  The
company mainly transports cargo for its principle shareholders.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 24, 2007, Standard & Poor's Ratings Services affirmed its
'BB' long-term corporate credit rating on Brazil-based railroad
company MRS Logistica S.A.  S&P revised the outlook to positive
from stable.


PETROLEO BRASILEIRO: Inks Study Contract with Morocco
-----------------------------------------------------
Brazilian state-run oil company Petroleo Brasileiro SA has
signed a contract with Morocco's Office National des
Hydrocarbures et des Mines to analyze the extraction of oil from
a shale rock in Morocco, according to a report by news daily O
Globo.

O Globo says that Petroleo Brasileiro will sign the cooperation
accord with the Office National des Hydrocarbures in June when
Brazilian President Luiz Inacio Lula da Silva visits Morocco.

The report notes that Petroleo Brasileiro produces about 4,000
barrels per day of oil from shale in Parana, Brazil.  It has
also signed a similar accord with Jordan.

"They [Morocco] have the (shale) rock and we have the
technology.  It remains to be seen whether it's viable to use
it," Bassim Djahjah, Petroleo Brasileiro's manager of new
projects in Europe, told O Globo.

Headquartered in Rio de Janeiro, Brazil, Petroleo Brasileiro SA
aka Petrobras -- http://www2.petrobras.com.br/ingles/index.asp
-- was founded in 1953.  The company explores, produces,
refines, transports, markets, distributes oil and natural gas
and power to various wholesale customers and retail distributors
in Brazil. Petrobras has operations in China, India, Japan, and
Singapore.

Petroleo Brasileiro SA's long-term corporate family rating is
rated Ba3 by Moody's.

Fitch Ratings assigned these ratings on Petroleo Brasileiro's
senior unsecured notes:

  Maturity Date           Amount        Rate       Ratings
  -------------           ------        ----       -------
  April  1, 2008      US$400,000,000    9%          BB+
  July   2, 2013      US$750,000,000    9.125%      BB+
  Sept. 15, 2014      US$650,000,000    7.75%       BB+
  Dec.  10, 2018      US$750,000,000    8.375%      BB+

Fitch upgraded the foreign currency rating of Petrobras to BB+
from BB, with positive outlook, in conjunction with Fitch's
upgrade of the long-term foreign and local currency IDRs of the
Federative Republic of Brazil to BB, from BB- on June 29, 2006.


PETROLEO BRASILEIRO: Says Ceara Steel Project Not Feasible
----------------------------------------------------------
Brazilian state-run oil firm Petroleo Brasileiro SA Chief
Executive Officer Jose Sergio Gabrielli told reporters that the
Ceara Steel slab project, which will be deployed in Ceara, is
not viable.

BNamericas notes that Mr. Gabrielli allegedly questioned how
Ceara would produce steel slabs without raw material resources,
market or technology.

According to BNamericas, Petroleo Brasileiro was assigned to
supply subsidized natural gas to Ceara Steel.

The Brazilian steel sector is opposed to the proposed subsidies
for the mill.  The sector fears on export constraints due to
non-observance of World Trade Organization rules.  Meanwhile, a
Rio de Janeiro federal court denied an injunction requested by
the steel institute Instituto Brasileiro de Siderurgica to
prevent the project from receiving the subsidized natural gas
from Petroleo Brasileiro, BNamericas states.

                      About Ceara Steel

Ceara Steel is a joint between South Korean steel maker Dongkuk
Steel, Italian metal industry supplier Danieli Steel and
Brazilian mining and metals group CVRD.

                  About Petroleo Brasileiro

Headquartered in Rio de Janeiro, Brazil, Petroleo Brasileiro SA
aka Petrobras -- http://www2.petrobras.com.br/ingles/index.asp
-- was founded in 1953.  The company explores, produces,
refines, transports, markets, distributes oil and natural gas
and power to various wholesale customers and retail distributors
in Brazil. Petrobras has operations in China, India, Japan, and
Singapore.

Petroleo Brasileiro SA's long-term corporate family rating is
rated Ba3 by Moody's.

Fitch Ratings assigned these ratings on Petroleo Brasileiro's
senior unsecured notes:

  Maturity Date           Amount        Rate       Ratings
  -------------           ------        ----       -------
  April  1, 2008      US$400,000,000    9%          BB+
  July   2, 2013      US$750,000,000    9.125%      BB+
  Sept. 15, 2014      US$650,000,000    7.75%       BB+
  Dec.  10, 2018      US$750,000,000    8.375%      BB+

Fitch upgraded the foreign currency rating of Petrobras to BB+
from BB, with positive outlook, in conjunction with Fitch's
upgrade of the long-term foreign and local currency IDRs of the
Federative Republic of Brazil to BB, from BB- on June 29, 2006.


* BRAZIL: To Hold Equal Stake in Bank of the South
--------------------------------------------------
The so-called Bank of the South that will be launched on June 26
will be equally owned by all founding members, as agreed last
week in a meeting in Paraguay, The Financial Times reports.

The bank, advocated by Venezuelan President Hugo Chavez, will be
established to rival the services offered by the International
Monetary Fund and the World Bank, on much lower rates and better
financing conditions.

The FT relates that ministers from Brazil, Argentina, Venezuela,
Bolivia, Ecuador and Paraguay all agreed that founder members
will have equal stakes and decision-making power in the proposed
bank.

"We didn't define contributions.  This is a detail that will be
decided in the coming days," Brazilian Finance Minister Guido
Mantega said in a news conference.

The Brazilian finance minister previously said that
contributions would range between US$500 million to US$300
million.  But after the recently concluded meeting,
contributions would not be too big to allow for equal
participation among all countries.

                        *     *     *

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
May 14, 2007, Fitch Ratings upgraded Brazil's long-term foreign
and local currency sovereign Issuer Default Ratings to 'BB+'
from 'BB' and the Country Ceiling to 'BBB-' from 'BB+'.  In
addition, Fitch affirmed Brazil's Short-term IDR at 'B'.  Fitch
said the rating outlook is stable.


* BRAZIL: Wants New Mines Minister with Technical Experience
------------------------------------------------------------
Reports say that the Brazilian government is interested in
selecting a new mines and energy minister with a technical
experience, rather than a political one.

Business News Americas relates that the energy market supports a
move to appoint a minister with technical experience.

The government will be disclosing a new minister to replace
Silas Rondeau, who resigned as Brazil's energy minister, amid
accusations of corruption over a public works project.
Authorities suspected that Mr. Rondeau might have received a
payment of over US$50,000 from a firm that won a contract to
provide electricity to rural areas across Brazil.  Mr. Rondeau
is the latest and most prominent Brazilian public figure "to
come under the spotlight," as part of a corruption probe.  The
police investigation called "Operation Navalha" has focused on
fraud allegations involving public works, including the
construction of bridges in isolated areas that were never
completed.  The police arrested last week nearly 50 people --
including a senior assistant to Mr. Rondeau -- suspected of
taking money from government contracts, BBC News notes.  An ex-
governor, incumbent mayors, former mayors and high-level state
and federal workers are among those arrested.

According to reports, Marcio Zimmermann and Nelson Hubner are
the top contenders for the mines and energy minister position.

BNamericas states that Mr. Zimmermann is the ministry's planning
and development secretary.  He has worked for:

          -- the planning division of federal power firm
             Eletrobras unit Eletrosul,

          -- power plant Itaipu's technical management, and

          -- Eletrobras' engineering division.

BNamericas says that Interim Minister Hubner was the ministry's
executive secretary.  He has held positions with power regulator
Aneel, utility CEB and distributors association Abradee.

Cesar de Barros Pinto, the transmission association Abrate
executive manager, told BNamericas that the new minister must
have:

          -- a technical profile,
          -- in-depth knowledge of the mines and energy sector,
             and
          -- managerial skills.

Mr. Pinto commented to BNamericas, "We cannot afford to have a
new minister who will need time to understand how the sector
works.  Marcio Zimmermann fits the requirements."

Messrs. Zimmermann and Hubner are professionals who are aware of
the mines and energy sector's problems, BNamericas notes, citing
Brazil's oil and gas institute executive secretary Alvaro
Teixeira.  He said, "The new minister should understand the
current energy problems in Brazil.  Some people defend a
minister with more expertise in the oil and gas sector and
others want to have in the ministry a more electric power-
oriented head."

Mr. Teixeira told BNamericas, problems include:

          -- advancing the Madeira hydro project, and
          -- making sure that the 9th hydrocarbons licensing
             round is held this year.

"The main challenges will be to implement projects that have
been postponed -- like nuclear plants such as Angra III - to
avoid an energy crisis," Brazilian nuclear energy association
Aben head Francisco Rondinelli commented to BNamericas.

Mr. Rondinelli is positive that either of the two assumed
candidates would be appropriate to be the new mines and energy
minister.  He said that though the change in leadership could
result to delays, both candidates are very familiar about the
sector, 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
May 14, 2007, Fitch Ratings upgraded Brazil's long-term foreign
and local currency sovereign Issuer Default Ratings to 'BB+'
from 'BB' and the Country Ceiling to 'BBB-' from 'BB+'.  In
addition, Fitch affirmed Brazil's Short-term IDR at 'B'.  Fitch
said the rating outlook is stable.




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


AK MANAGEMENT: Proofs of Claim Must be Filed by Aug. 1
------------------------------------------------------
AK Management Ltd.'s creditors are given until Aug. 1, 2007, to
prove their claims to MBT (Directors) Limited, the company's
liquidator, or be excluded from receiving any distribution or
payment.

In their proofs of claim, creditors must indicate their full
names, addresses, the full particulars of their debts or claims,
and the names and addresses of their lawyers, if any.

AK Management's shareholders agreed on May 1, 2007, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidator can be reached at:

          MBT (Directors) Limited
          P.O. Box 30622
          Grand Cayman KY1-1203
          Cayman Islands
          Telephone: 1345 949 9808
          Fax: 1345 949 9793/4


AK MANAGEMENT: Sets Final Shareholders Meeting for Aug. 1
---------------------------------------------------------
AK Management Ltd. will hold its final shareholders meeting on
Aug. 1, 2007, at 12:00 noon, at:

         3rd Floor Piccadilly Centre
         Elgin Avenue, George Town
         Grand Cayman, Cayman Islands

These matters will be taken during the meeting:

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

   2) authorizing the liquidators to retain the company's
      records for a period of five years from its dissolution,
      after which they may be destroyed.

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

The liquidator can be reached at:

          MBT (Directors) Limited
          P.O. Box 30622
          Grand Cayman KY1-1203
          Cayman Islands
          Telephone: 1345 949 9808
          Fax: 1345 949 9793/4


BLUE HERON: Will Hold Final Shareholders Meeting on July 26
-----------------------------------------------------------
Blue Heron Funding III Ltd. will hold its final shareholders
meeting on July 26, 2007, at:

          Queensgate House, George Town
          Grand Cayman, Cayman Islands

These matters will be taken during the meeting:

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

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

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

The liquidators can be reached at:

          Chris Watler
          Emile Small
          Maples Finance Limited
          P.O. Box 1093
          Grand Cayman KY1-1102
          Cayman Islands


GANNET III: Holding Final Shareholders Meeting on July 26
---------------------------------------------------------
Gannet III Funding Corp. will hold its final shareholders
meeting on July 26, 2007, at:

          Queensgate House, George Town
          Grand Cayman, Cayman Islands

These matters will be taken during the meeting:

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

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

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

The liquidators can be reached at:

          Steven O'Connor
          Emile Small
          Maples Finance Limited
          P.O. Box 1093
          George Town, Grand Cayman KY1-1102
          Cayman Islands


GANNET VII: Sets Final Shareholders Meeting for July 26
-------------------------------------------------------
Gannet VII Funding Corp. will hold its final shareholders
meeting on July 26, 2007, at:

          Queensgate House, George Town
          Grand Cayman, Cayman Islands

These matters will be taken during the meeting:

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

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

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

The liquidators can be reached at:

         Steven O'Connor
         Emile Small
         Maples Finance Limited
         P.O. Box 1093
         George Town, Grand Cayman KY1-1102
         Cayman Islands


JAPAN PRAGMATIST: Holding Final Shareholders Meeting on July 26
---------------------------------------------------------------
The Japan Pragmatist Fund will hold its final shareholders
meeting on July 26, 2007, at:

          Queensgate House, George Town
          Grand Cayman, Cayman Islands

These matters will be taken during the meeting:

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

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

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

The liquidators can be reached at:

         Richard Gordon
         Joshua Grant
         Maples Finance Limited
         P.O. Box 1093
         Grand Cayman KY1-1102
         Cayman Islands


PARMALAT SPA: Permanent Injunction Hearing Adjourned to June 21
---------------------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for
the Southern District of New York adjourns the hearing to
consider entry of the Permanent Injunction of Parmalat S.p.A.'s
Foreign Debtors until June 21, 2007, at 10:00 a.m.

In the interim, the Preliminary Injunction is extended until
June 25, 2007.

Under the Preliminary Injunction Order, Judge Drain recognizes
Dr. Enrico Bondi, as Extraordinary Administrator of Parmalat
Finanziaria S.p.A., et al., as the exclusive "foreign
representative" of the Foreign Debtors within the meaning of
Section 101(24) of the Bankruptcy Code.  The Foreign Debtors are
subjects of a "foreign proceeding" within the meaning of
Sections 101(23) and 304.

Judge Drain rules that all creditors of the Reorganized Parmalat
are, among others, enjoined from commencing or continuing any
action or legal proceeding, including by way of counterclaim,
against the Foreign Debtors or any of their subsidiaries or
affiliates or Reorganized Parmalat, or the proceeds thereof, and
from seeking discovery of any nature against the Foreign Debtors
or any of their subsidiaries or affiliates or Reorganized
Parmalat.

The Civil and Criminal Court of Parma will have exclusive
jurisdiction to hear and determine any suit, action, claim or
proceeding, other than the SEC Action, and to settle all
disputes which may arise out of the construction or
interpretations of the Italian Plan, as defined in the Section
304 Petition, or out of any action taken or omitted to be taken
by any person or entity in connection with the administration of
the Italian Plan.

Nothing in the Order is intended to limit the jurisdiction of
any court of competent jurisdiction in Italy dealing with the
Foreign Debtors or Reorganized Parmalat and any claims brought
by Italian Proceeding Creditors against the Foreign Debtors or
Reorganized Parmalat or any other person or entity.

Pursuant to Rule 7065 of the Federal Rules of Bankruptcy
Procedure, the security provisions of Rule 65(c) of the Federal
Rules of Civil Procedure will be waived.

        Objections to Proposed Permanent Injunction Order

Before Judge Drain's ruling, ABN AMRO Bank N.V., holder of a
promissory note guaranteed by Parmalat S.p.A., asked the Court
to deny or condition Parmalat's request for Permanent
Injunction, on the grounds that the claims process in the
Italian proceeding is prejudicial to it and other similarly
situated creditors, and does not provide for just treatment of
creditors.

On ABN AMRO's behalf, Christopher J. Caruso, Esq., at Moses &
Singer LLP, in New York, asserted that Parmalat is relying on
"data certa" -- a provision of Italian law that is antithetical
to the principles of U.S. bankruptcy law -- to object to the
creditor's guarantee claim in the Italian proceedings despite
the fact that the guarantee is conspicuously dated and is
governed by New York law.  Moreover, the Italian courts have
refused to permit ABN AMRO to introduce additional evidence to
prove that the Guarantee date is correct.

ABN AMRO insisted that the Bankruptcy Court should either
condition its grant of permanent injunctive relief on Parmalat's
agreement to withdraw its data certa objection to ABN's
guarantee claim, or deny Parmalat's request for a permanent
injunction so creditors' claims can be resolved fairly in
appropriate forum and pursuant to the proper law.

In addition, BankBoston N.A., FleetBoston Financial, Bank of
America Corporation, Bank of America National Trust & Savings
Association, Banc of America Securities LLC, and Bank of
America, N.A., stated that, if the Bankruptcy Court is inclined
to grant any permanent injunctive relief to Parmalat, the scope
of the proposed Permanent Injunction is impermissibly broad and
should be narrowed or clarified.

The Bank opposed entry of the proposed Permanent Injunction to
ensure that:

   (i) the "unfair and prejudicial" data certa objections to the
       allowance of claims are withdrawn and resolved;

  (ii) any permanent injunctive relief is limited to recognizing
       the terms of the Composition in the U.S. and does not
       create substantive rights that the Foreign Debtors did
       not receive under Italian law; and

(iii) the proposed Permanent Injunction does not contravene the
       Withdrawal Order by affecting any of the Bank's rights in
       the District Court Litigation.

               Dr. Bondi Addresses Objections

Representing Dr. Bondi, Marcia L. Goldstein, Esq., at Weil,
Gotshal & Manges LLP, in New York, stated that the Foreign
Debtors' Italian proceedings are clearly worthy of comity and
the relief requested since Italy's bankruptcy system comports
with U.S. standards of fundamental fairness.

Ms. Goldstein said BANA lacks standing to object because the
District Court has withdrawn the reference with respect to its
claims.

Ms. Goldstein added that the data certa principle does not
render the Italian proceedings unfair or unworthy of Section 304
relief.  As an initial matter, she said, no critique of data
certa will change the fact that BANA and BankBoston's claims are
being challenged on multiple grounds that no resolution of the
data certa objections could ensure admission of those claims.

Because BofA acknowledges that those non-data certa defenses
should be adjudicated in Italy, its assault on data certa is a
diversion designed to obfuscate the issues, Ms. Goldstein noted.

Ms. Goldstein also pointed out that BofA failed to demonstrate
that Italian law or the principle of data certa is repugnant to
U.S. policy.

"Unlike any other creditor appearing in these 304 proceedings,
Bank of America is the subject of a $10,000,000,000 lawsuit by
the Foreign Debtors in the District Court; and, unlike any
creditor with whom the Foreign Debtors have settled,
BankBoston's claims are subject to clawback claims by Dr.
Bondi," Ms. Goldstein asserted.

Furthermore, in a separate filing, the Foreign Debtors addressed
the objections filed by the Bingham Noteholders; the Pension
Benefit Guaranty Corporation; Grant Thornton International; the
lead plaintiffs for the putative class in the securities fraud
litigation pending before the United States District Court for
the Southern District of New York; and Israel Discount Bank of
New York.

In February 2007, the Bingham Noteholders opposed the entry of
the Permanent Injunction based on the belief that their
agreement with the Foreign Debtors relating to the admission of
certain conditionally admitted claims had fallen apart due to a
dispute relating to the admission of other claims asserted under
Article 2362 of the Italian Civil Code.

In the Foreign Debtors' Feb. 22, 2007 reply and at the
Feb. 27, 2007 status conference, the parties had pursued a
potential settlement of the 2362 Claims but, ultimately, the
Foreign Debtors determined that a settlement could not be
justified in light of recent Italian court decisions that
question the propriety of Article 2362 claims.

Therefore, Ms. Goldstein said, as to the Bingham Noteholders'
Objection, there is no basis for the Bankruptcy Court to permit
the noteholders to litigate the 2362 Claims in the U.S., as
those Claims are already pending before the Parma Court.

Ms. Goldstein also stated that PBGC's reliance on the provisions
of Sections 524(e), 1123 and 1141 of the Bankruptcy Code as
grounds for objecting to the issuance of the Permanent
Injunction is inapposite because the provisions have no
application in a Section 304 case.

Moreover, Grant Thornton and the Plaintiffs filed their limited
objections out of the abundance of caution to confirm that the
Permanent Injunction does not impact matters withdrawn from the
Bankruptcy Court by the District Court.

According to Ms. Goldstein, the Foreign Debtors and IDB are in
the process of finalizing the terms of a settlement agreement
with respect to IDB's claims filed with the Parma Court.
Consequently, IDB has agreed to support entry of the Permanent
Injunction.

                       About Parmalat

Based in Milan, Italy, Parmalat S.p.A. --
http://www.parmalat.net/-- sells nameplate milk products that
can be stored at room temperature for months.  It also has 40-
some brand product line, which includes yogurt, cheese, butter,
cakes and cookies, breads, pizza, snack foods and vegetable
sauces, soups and juices.

The company's U.S. operations filed for chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than $200 million
in assets and debts.  The U.S. Debtors emerged from bankruptcy
on April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Parmalat Capital Finance
Ltd., Dairy Holdings, Ltd., and Food Holdings, Ltd.  Dairy
Holdings and Food Holdings are Cayman Island special-purpose
vehicles established by Parmalat S.p.A.

The Finance Companies are under separate winding up petitions
before the Grand Court of the Cayman Islands.  Gordon I. MacRae
and James Cleaver of Kroll (Cayman) Ltd. serve as Joint
Provisional Liquidators in the cases.

On Jan. 20, 2004, the Liquidators filed Sec. 304 petition, Case
No. 04-10362, in the United States Bankruptcy Court for the
Southern District of New York.  In May 2006, the Cayman Island
Court appointed Messrs. MacRae and Cleaver as Joint Official
Liquidators.  Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP, and Richard I. Janvey, Esq., at Janvey,
Gordon, Herlands Randolph, represent the Finance Companies in
the Sec. 304 case.

The Honorable Robert D. Drain presides over the Parmalat
Debtors' U.S. cases.

(Parmalat Bankruptcy News, Issue No. 88; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


TCW GEM: Sets Final Shareholders Meeting for July 26
----------------------------------------------------
TCW Gem V Ltd. will hold its final shareholders meeting on
July 26, 2007, at:

          Queensgate House, George Town
          Grand Cayman, Cayman Islands

These matters will be taken during the meeting:

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

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

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

The liquidators can be reached at:

         Carrie Bunton
         Emile Small
         Maples Finance Limited
         P.O. Box 1093
         Grand Cayman KY1-1102
         Cayman Islands


WINSTON FUNDING: Will Hold Final Shareholders Meeting on July 26
----------------------------------------------------------------
Winston Funding Ltd. will hold its final shareholders meeting on
July 26, 2007, at:

          Queensgate House, George Town
          Grand Cayman, Cayman Islands

These matters will be taken during the meeting:

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

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

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

The liquidators can be reached at:

         Andrew Millar
         Emile Small
         Maples Finance Limited
         P.O. Box 1093
         Grand Cayman KY1-1102
         Cayman Islands




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


BELL MICRO: Panel Says Evidence Don't Support Stock Option Probe
----------------------------------------------------------------
Bell Microproducts Inc.'s special committee has completed its
independent investigation of the company's historical stock
option practices and has reached a conclusion that available
evidence does not adequately support the company's use of some
stock option grant dates, for financial accounting purposes.

As a result, different measurement dates should be used to
compute compensation expense for the affected grants than those
that were actually used in preparing the company's financial
statements.  However, the company notes that:

   -- the special committee did not conclude that there was
      intentional misconduct or fraud associated with granting
      and processing of stock options during the review period
      of Jan. 1, 1996 - Dec. 31, 2006; and

   -- the board of directors, including the members of the
      special committee, reiterated its commitment to and
      support for the company's current management;

The special committee findings are reviewed by the company, and
are subject to review by the company's independent auditor.
The company has not determined the amount of noncash charges for
compensation expense and related cash and non-cash tax
adjustments that will be recorded.  The company will be
restating its historical financial statements for other reasons;
accounting adjustments pertaining to stock options will also be
reflected in the restated financial statements.  Bell
Microproducts is committed to filing its periodic reports as
soon as possible after the completion of the restatement.

A special committee of the Bell Microproducts Inc. board of
directors was appointed to conduct an evaluation of the
company's stock option practices with the assistance of
independent counsel and independent accounting consultants.

Bell Microproducts has received waivers until Sept. 30, 2007,
under the company's credit agreements with Wachovia Capital
Finance Corporation, Wachovia Bank, National Association and the
Teachers' Retirement Systems of Alabama, with respect to the
delivery of certain quarterly information and documentation to
its lenders.

                  About Bell Microproducts

Headquartered in San Jose, California, Bell Microproducts Inc.
(Nasdaq: BELM) -- http://www.bellmicro.com/-- is an
international, value-added distributor of high-tech products,
solutions and services, including storage systems, servers,
software, computer components and peripherals, as well as
maintenance and professional services.  Bell is a Fortune 1000
company that has operations in Argentina, Brazil, Chile and
Mexico.

                        *     *     *

In March 2007, the company received a Nasdaq Staff Determination
notice because the company did not file its Annual Report 10-K
for the period ended Dec. 31, 2006.  The Nasdaq Listing and
Hearing Review Council expects a response to why the company
failed to file its annual report.  Nasdaq Listing Qualifications
Panel extended until May 22, 2007, the company's request for
continued listing.

In addition, the company received waivers in relation to the
delivery of certain of its quarterly information and
documentation until May 31, 2007, under credit agreements with
Wachovia Capital Finance Corp., Wachovia Bank, National
Association, and the Teachers' Retirement Systems of Alabama.


CENTRAL PARKING: Moody's Cuts Corporate Family Rating to B2
-----------------------------------------------------------
Moody's Investors Service converted the provisional credit
facility ratings of KCPC Acquisition, Inc. into definitive
ratings in connection with the recently completed leveraged
buyout of Central Parking Corporation.

Concurrently, Moody's withdrew the ratings on CPC's former bank
credit facility, downgraded the Corporate Family Rating and
Probability of Default Rating of CPC to B2 and affirmed the B2
rating on the convertible trust issued preferred securities
issued by the Central Parking Finance Trust.  This rating action
concludes a review for possible downgrade initiated on
Feb. 22, 2007.  The rating outlook is stable.

KCPC established an escrow account in connection with the
closing of the buyout to fund the expected conversion of the
TIPS into cash consideration.  Moody's expects to withdraw the
ratings on the TIPS in the near term upon the conversion of
substantially all of the TIPS for cash consideration.  However,
if a material amount of TIPS remain outstanding, then Moody's
expects to lower the TIPS rating to Caa1.  Moody's expects to
withdraw the Corporate Family Rating and Probability of Default
Rating of CPC in the near term.

Moody's converted these provisional ratings of KCPC into
definitive ratings:

   -- US$80 million 6 year first lien revolving credit facility,
      to Ba2 (LGD2, 20%) from (P)Ba2 (LGD2, 19%);

   -- US$235 million 7 year first lien term loan facility, to
      Ba2 (LGD 2, 20%) from (P)Ba2 (LGD2, 19%);

   -- US$55 million 7 year first lien synthetic letter of credit
      facility, to Ba2 (LGD2, 20%) from (P)Ba2 (LGD2, 19%);

   -- US$50 million 7.5 year second lien term loan facility, to
      B2 (LGD4, 53%) from (P)B2 (LGD4, 51%); and

   -- Corporate Family Rating, to B2 from (P)B2.

These rating actions were taken with respect to Central Parking
Corporation:

   -- Downgraded Corporate Family Rating, to B2 from Ba3;

   -- Downgraded Probability of Default Rating, to B2 from Ba3;

   -- Affirmed US$78 million 5.25% convertible trust issued
      preferred securities (issued by the Central Parking
      Finance Trust), B2 (LGD6, 93%);

   -- Withdrew US$225 million senior secured revolving credit
      facility due 2008, rated Baa3 (LGD2, 15%); and

   -- Withdrew US$74 million senior secured term loan facility
      due 2010, rated Baa3 (LGD2, 15%).

Central Parking Corporation, headquartered in Nashville,
Tennessee, is a leading provider of parking and transportation-
related services.  As of Dec. 31, 2006, the Company operated
more than 3,100 parking facilities containing approximately 1.5
million spaces at locations in 37 states, the District of
Columbia, Canada, Puerto Rico, Chile, Colombia, Peru, the United
Kingdom, the Republic of Ireland, Spain, Greece, Italy and
Switzerland.  Revenues for the 12-month period ended
Dec. 31, 2006, were about US$1.1 billion.




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


BBVA COLOMBIA: Earns COP97.5 Bil. in First Four Months This Year
----------------------------------------------------------------
BBVA Colombia said in a press release that its profits increased
2.63% to COP97.5 billion in January-April 2007, compared to the
COP95.0 billion in the same period last year.

BBVA Colombia told Business News Americas that its lending rose
38.4% to COP10.7 trillion in April 2007, compared to April 2006.

BNamericas relates that BBVA Colombia's assets increased 17.1%
to COP15.4 trillion in the 12 months ended April 2007, compared
to the same period in 2006.  Its liabilities grew 22.6% to
COP14.1 trillion.

BBVA Colombia had said that it would issue bonds for up to
COP800 billion and securitize loan portfolios for up to COP600
billion to finance working capital needs, BNamericas states.

Headquartered in Bogota, Colombia, BBVA Colombia --
http://www.bbva.com.co/-- is engaged in the holding and
accomplishment of all operations, acts and contracts of banking
establishments.  It is 95.16% owned by Banco Bilbao Vizcaya
Argentaria.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 17, 2007, Fitch Ratings affirmed and withdrawn these
ratings:

     -- Long-term Foreign Currency Issuer Default Rating 'BB+';
     -- Short-term Foreign Currency Issuer Default Rating 'B';
     -- Long-term Local Currency Issuer Default Rating 'BBB-';
     -- Short-term Local Currency Issuer Default Rating 'F3';
     -- Support '3';
     -- Individual 'C/D' (removed from Rating Watch Negative).


* COLOMBIA: Receives US$1.43-Million Financing from IADB
--------------------------------------------------------
The Inter-American Development Bank's Multilateral Investment
Fund approved a US$1.43 million grant to strengthen the business
and agro-industrial capacity of alternative development
producers in Colombia.

The objective of the program is to help make groups of rural
micro, small and medium-sized producers more competitive through
the implementation of a sustainable marketing model.  The
project combines the alternative development strategy with an
internationalization mechanism for rural producers.

"Alternative development is an essential strategy for preventing
and counteracting the devastating effects that illicit crops
have on rural communities, usually located in highly fragile
environments far away from large urban centers," said project
team leader, Bibiana Vasquez.

This program will complement activities being carried out by the
United Nations in Colombia and will benefit approximately 3,000
producers in at-risk areas.

According to estimates, the alternative development projects of
the UN Office on Drugs and Crime (UNODC) have prevented more
than 50,000 hectares from being used for illicit crops since
1996 and have brought benefits to some 10,000 rural families
through alternatives such as dual-purpose livestock farming,
forestry, and traditional crops such as coffee, beans, cacao,
bananas, fruits, palm hearts, and sugar cane.

"This project seeks to strengthen the alternative development
model introduced by the UN via strategies to strengthen producer
groups and developing a logistics and marketing platform to be
shared by participating groups of producers," added Mr. Vasquez.

Alternative development involves:

   * adapting local productive infrastructure and transfer of
     effective production technologies;

   * consolidating channels for community transformation and
     marketing in order to match producer supply with market
     demand;

   * freeing up areas for conservation and reforestation; and

   * providing training, assistance, social strengthening, and
     technology transfer for forest management and protection.

MIF, an autonomous fund administered by the IDB, supports
private sector development in Latin America and the Caribbean,
focusing on micro-enterprise and small business.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 8, 2007, Standard & Poor's lifted the country's foreign
credit to BB+ from BB.  Colombia's local currency debt rating
was raised to BBB+ from BBB.




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


PAYLESS SHOESOURCE: Three Directors Re-Elected at Annual Meeting
----------------------------------------------------------------
Payless ShoeSource, Inc.'s Stockholders approved all four of
management's proposals at the company's annual meeting.

Stockholders re-elected three directors to the Payless Board of
Directors; ratified the reappointment of Deloitte & Touche LLP
as the company's independent registered public accountants for
fiscal year 2007; approved the amendments to and restatement of
the Payless ShoeSource, Inc. 2006 Stock Incentive Plan; and
approved the amendments to and restatement of the Payless
ShoeSource Inc. Incentive Compensation Plan.

Daniel Boggan Jr., Retired Senior Vice President of the National
Collegiate Association, Michael A. Weiss, former President and
Chief Executive Officer of Express, a subsidiary of Limited
Brands, Inc., and Robert C. Wheeler, President of Hill's Pet
Nutrition were re-elected to the Payless Board of Directors at
the meeting.  These board members were each elected to a three-
year term to expire at the Annual Meeting of Stockholders in
2010.

Other board members whose terms continue are:

   -- Howard Fricke, Chairman of the Board for Payless
      ShoeSource, Inc., and Retired Chairman of the Board, The
      Security Benefit Group of Companies;

   -- Matthew E. Rubel, Chief Executive Officer and President,
      Payless ShoeSource, Inc.;

   -- Mylle H. Mangum, Chief Executive Officer of IBT
      Enterprises, LLC;

   -- Judith K. Hofer, Retail Consultant;

   -- John F. McGovern, Partner, Aurora Capital LLC;

   -- Robert F. Moran, President and Chief Operating Officer of
      PetSmart, Inc.; and

   -- D. Scott Olivet, Chief Executive Officer and Director of
      Oakley, Inc.

Mr. Michael E. Murphy retired at the end of his current term,
which expired at today's meeting.  Mr. Murphy is the Retired
Vice Chairman and Chief Administrative Officer, Sara Lee
Corporation.  Concurrent with Mr. Murphy's retirement, the
Board's size was decreased to ten directors.

Headquartered in Topeka, Kansas, Payless ShoeSource Inc.
(NYSE:PSS) -- http://www.payless.com/-- is a family footwear
specialty retailer with 4,605 retail stores, as of fiscal
yearend Jan. 28, 2006 (fiscal 2005), including 22 stores not
open for operations.  The Company's Payless ShoeSource retail
stores in the United States, Canada, the Caribbean, Central
America, South America and Japan sold 182 million pairs of
footwear, in fiscal 2005.  The Company operates its business in
two segments -- Payless Domestic and Payless International.  The
Payless Domestic segment includes retail operations in the
United States, Guam and Saipan.  The Payless International
segment includes retail operations in Canada; Puerto Rico; the
United States Virgin Islands; Japan; the South American Region,
which includes Ecuador, and the Central American Region, which
includes Costa Rica, Guatemala, El Salvador, the Dominican
Republic, Honduras, Nicaragua, Panama and Trinidad and Tobago.

                        *     *     *

In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the US and Canadian Retail sector, the rating
agency confirmed its Ba3 Corporate Family Rating for Payless
ShoeSource, Inc., and upgraded its B2 rating on the company's
US$$200 million 8.25% senior subordinated notes to B1.

Moody's also assigned an LGD4 rating to notes, suggesting
noteholders will experience a 64% loss in the event of a
default.




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


* ECUADOR: Gets US$725,000 Loan to Expand Distribution Channels
---------------------------------------------------------------
The Inter-American Development Bank's Multilateral Investment
Fund approved a US$725,500 grant to expand remittance
distribution channels in Ecuador by integrating regulated and
unregulated credit unions into the high-tech national payment
system administered by the Banco Central de Ecuador.

The main objective of the program is to help bring remittance
recipients, particularly those in marginal and rural areas, into
the formal financial system through financial intermediaries
offering quality remittance transfer services.

Based on information from the BCE, migrant remittances in
Ecuador grew nearly tenfold -- from US$200 million to US$2.005
billion -- from 1993 to 2005.  Remittances average US$175 per
transfer and benefit close to one million Ecuadorians, or 14
percent of the population.

However, remittance transfers in Ecuador are costly and slow,
and access to formal banking channels is limited in rural areas,
increasing costs, time and risks, according to project team
leader, Rosa Matilde Guerrero.

"Remittance companies channel electronic transfers through
national and international correspondent banks' systems that
find it quite costly to work with small financial
intermediaries, particularly if they are unregulated or located
in geographically remote areas," said Ms. Guerrero.

Under the proposed project, the BCE will incorporate these
small, rurally located financial intermediaries into a high-
technology interbank payment system, such as the National
Payment System, which will facilitate remittance transfers by
reducing costs and transfer times and optimizing access to
remittances in rural areas through the use of formal channels.

"This will in turn reduce the volume of flows through informal,
risky channels and promote the recipients' inclusion in the
formal financial system," added Ms. Guerrero.

MIF, an autonomous fund administered by the IDB, supports
private sector development in Latin America and the Caribbean,
focusing on micro-enterprise and small business.

                        *     *     *

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
=====================


ASHMORE ENERGY: Concludes Acquisition of 86.41% Stake in DelSur
---------------------------------------------------------------
Ashmore Energy International said in a statement that it has
completed the acquisition of an indirect 86.41% stake in El
Salvador power distributor Distribuidora de Electricidad Del
Sur, S.A., or DelSur, from U.S. power firm PPL Corporation for
US$180 million.

PPL said in a statement that it would have a special after-tax
earnings gain of up to US$93mn from the sale.

DelSur has a distribution network exceeding 6,000 kilometers.
It has about 291,000 clients in central and southern El
Salvador.  It sold 1.10 terrawatt-hours in 2006.

Meanwhile, PPL disclosed earlier this year plans to sell all its
electricity delivery businesses in Chile, El Salvador and
Bolivia, BNamericas states.

As reported in the Troubled Company Reporter-Latin America on
May 22, 2007, the transaction further strengthened AEI's
position as one of the key players in the Central American
energy markets, as the company already had a significant
presence in the region through power generation businesses
totaling over 480 MW installed capacity in Guatemala, Nicaragua
and Dominican Republic, as well as Elektra Noreste in Panama, a
power distribution company that delivers electricity to
approximately 300,000 customers.

                       About PPL Corp.

Allentown, Pa.-based PPL Corp. distributes electricity to about
1.4 million customers through regulated subsidiary PPL Electric
Utilities Corp.  The company also generates electricity and
sells it in wholesale and retail markets in North America, and
it holds stakes in electricity distributors in the U.S., the
U.K., and Latin America serving 3.7 million more customers.

                    About Ashmore Energy

Ashmore Energy International Ltd. --
http://www.ashmoreenergy.com-- owns and operates a portfolio of
energy infrastructure assets in power generation, transmission,
and distribution of natural gas, gas liquids, and electric
power.  Ashmore Energy's portfolio, directly or indirectly,
consists of 19 companies in 14 countries, most of which are
located in Latin America.  The company's largest asset is
Brazilian electric distribution company, Elektro, which
represents approximately 43% of EBITDA, and 55.3% of fiscal 2006
consolidated cash flow to parent company Ashmore Energy.  The
company also operates a power plant in the Dominican Republic.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
April 3, 2007, Standard & Poor's Ratings Services assigned its
'B+' secured debt rating and '3' recovery rating to Ashmore
Energy International's US$105 million synthetic revolving credit
facility due in 2012.  At the same time, Standard & Poor's
affirmed its 'B+' corporate credit rating on Ashmore Energy; its
'B+' senior secured debt rating and '3' recovery rating on its
US$395 million revolving credit facility due 2012, which was
reduced from US$500 million; and its 'B+' senior secured debt
rating and '3' recovery rating on Ashmore Energy's US$1 billion
term loan due in 2014.  AEI Finance Holding LLC is a co-borrower
to Ashmore Energy's bank facility.  S&P said the outlook is
stable.

As reported in the Troubled Company Reporter-Latin America on
Feb. 27, 2007, Fitch Ratings assigned a BB Issuer Default rating
to Ashmore Energy International Ltd. and rated its US$500
million senior revolver credit facility at BB.

Also, Moody's Investors Service assigned a Ba3 rating to the
senior secured credit facilities.




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


AIR JAMAICA: Hotel Group To Try To Meet with Stakeholders
---------------------------------------------------------
Radio Jamaica reports that the Jamaica Hotel and Tourist
Association will try to schedule an emergency meeting with
tourism stakeholders to discuss concerns about the alleged sale
of Air Jamaica's London route to Virgin Atlantic Airlines.

As reported in the Troubled Company Reporter-Latin America on
May 25, 2007, Air Jamaica, according to published reports, has
sold its air space and landing slot for its London route to
Virgin Atlantic.  Air Jamaica would take its last daily flight
out of London Heathrow International Airport on Oct. 27.
Members of the Jamaican community were reportedly informed of
Air Jamaica's plan during a meeting at the Jamaican High
Commission in London on May 17.  Virgin Atlantic recently
started flying from the United States into Montego Bay, and was
believed to be the leading bidder for the purchase of Air
Jamaica's Kingston to London route.  Virgin Atlantic allegedly
settled the deal with Air Jamaica over rival British Airways.
Air Jamaica's decision to decrease its service is due to several
factors including:

          -- rising fuel bill,
          -- competition on the Kingston to London route, and
          -- huge financial losses,
          -- the possibility of further competition from other
             airlines.

If reports that Montego Bay flights might be reduced are true,
this could hurt hotels, Radio Jamaica relates, citing the JHTA.

Intense lobbying efforts will be taken, beginning with an urgent
meeting with all stakeholders, JHTA President Horace Peterkin
told Radio Jamaica.

Headquartered in Kingston, Jamaica, Air Jamaica --
http://www.airjamaica.com/-- was founded in 1969.  It flies
passengers and cargo to almost 30 destinations in the Caribbean,
Europe, and North America.  Air Jamaica offers vacation packages
through Air Jamaica Vacations.  The company closed its intra-
island services unit, Air Jamaica Express, in October 2005.  The
Jamaican government assumed full ownership of the airline after
an investor group turned over its 75% stake in late 2004.  The
government had owned 25% of the company after it went private in
1994.  The Jamaican government does not plan to own Air Jamaica
permanently.

                        *     *     *

On July 21, 2006, Standard & Poor's Rating Services assigned B
long-term foreign issuer credit rating on Air Jamaica Ltd.,
which is equal to the long-term foreign currency sovereign
credit rating on Jamaica, is based on the government's
unconditional guarantee of both principal and interest payments.


GOODYEAR TIRE: Gets US$834 Million Proceeds from Equity Offering
----------------------------------------------------------------
The Goodyear Tire & Rubber Company reported the closing of its
public offering of 26,136,363 million shares of its common
stock, including the fully exercised over-allotment option, at
US$33.00 per share.  Including the exercise of the over-
allotment option, the net proceeds from the offering, after
deducting underwriting discounts and commissions, totaled
approximately US$834 million.

As reported in the Troubled Company Reporter on May 21, 2007,
Goodyear said it intends to use the net proceeds from the
offering to redeem approximately US$175 million in principal
amount of its outstanding 8.625% senior notes due in 2011 and
approximately US$140 million in principal amount of its
outstanding 9% senior notes due in 2015.

The company expects to use the remaining net proceeds of the
offering for general corporate purposes, which may include,
among other things, investments in growth initiatives within the
company's core tire businesses and the repayment of additional
debt.

Deutsche Bank Securities, Citi and Goldman, Sachs & Co. served
as joint book-running managers of the offering.

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 maintains Asia-Pacific facilities in Australia, China
and Korea. Its European bases are located in Austria, Belgium,
France, Germany, Italy, Russia, Spain, and the United Kingdom.
Goodyear's Latin-American operations are located in Argentina,
Brazil, Chile, Colombia, Jamaica, Mexico, and Peru.

                        *     *     *

As reported in the Troubled Company Reporter on May 14, 2007,
Moody's Investors Service upgraded Goodyear Tire & Rubber
Company's Corporate Family Rating to Ba3 from B1 and maintained
a positive rating outlook.

Standard & Poor's Ratings Services placed its 'B+' long-term and
'B-2' short-term corporate credit ratings and certain other
ratings on Goodyear Tire & Rubber Co. on CreditWatch with
positive implications, reflecting the company's announcement
that it intends to issue common equity and use a substantial
amount of proceeds for debt reduction.




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


EMPRESAS ICA: To Complete Airport Terminal Works This Year
----------------------------------------------------------
Empresas ICA, S.A. de C.V., director Jose Luis Guerrero told
Mexican news daily El Financiero that the firm will conclude
works on a second terminal for Mexico City's international
airport Aeropuerto Internacional de la Ciudad de Mexico in
August or September this year.

However, Empresas ICA will first complete some passenger waiting
areas and tunnels from the terminals to the planes, Business
News Americas relates, citing Mr. Guerrero.

Federal airport operator ASA director Ernesto Velasco told
Mexican reporters that as of December 2006, the cost of
constructing the new terminal totaled MXN8.59 billion, about 43%
higher compared to the originally expected cost of MXN6 billion.

According to news service CNN Expansion, Mr. Velasco said that
the biggest budget discrepancies for the new terminal were for
the construction of buildings, which totaled MXN3.74 billion --
38% above the MXN2.71-billion expected cost.  The biggest budget
discrepancies were also spotted at the air operations area,
where costs increased 205% to MXN1.19 billion, from an expected
MXN390 million.

Mr. Velasco told BNamericas that while concessionaires Empresas
ICA and Gutsa committed to providing their own equipment for
their installations, this was not done, resulting to new
expenses for the project.

Mexican news daily Diario de Xalapa notes that the national
legislature voted to have head national auditor Arturo Gonzalez
conduct a probe on the expansion project.

Opposition legislator Cesar Duarte commented to BNamericas, "The
postponement of the completion and operation of the expansions
has taken a long time.  The president should comply with the
information, transparency and publication of the technical and
economic revisions that have been made to [project]
investments."

The national auditor previously said before the congress that
the expansions to the airport would provide capacity to handle
passenger increase for another seven years, according to another
daily, La Jornada.

Nearby Mexican state (Edomex) municipality of Texcoco governor
Enrique Pena told La Jornada that as a result, the construction
of a new airport in Edomex "has once again become an option to
handle such saturation, after being rejected five years ago due
to opposition from" locals.

Gov. Pena commented to BNamericas, "I wouldn't want to
speculate, but we will be very attentive to what the federal
government determines about [adding new airport capacity].  I do
not know if it plans to develop a project different from what
was planned in the past."

Morelos Governor Marco Adame told La Jornada that another option
being studied is the inclusion of a terminal in Cuernavaca to
the metropolitan airport network.

BNamericas states that a presentation from the ASA and national
communications and transport ministry says that airlines
Aeromexico, Aeromar, and Delta will launch operations at the new
terminal in October 2007.  Continental Airlines will start
operations at the terminal in November.  The new terminal will
handle 42.3% of all plane landings at the AICM, and will bring
in MXN626 million per year in revenue due to operational
savings.

The new terminal will handle 32.0 million passengers yearly,
compared to the current 24.7 million, BNamericas states.

Empresas ICA -- http://www.ica.com.mx/-- the largest
engineering, construction, and procurement company in Mexico,
was founded in 1947.  ICA has completed construction and
engineering projects in 21 countries.  ICA's principal business
units include civil construction and industrial construction.

Through its subsidiaries, ICA also develops housing, manages
airports, and operates tunnels, highways, and municipal services
under government concession contracts and/or partial sale of
long-term contract rights.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Aug. 23, 2006, Standard & Poor's Ratings Services revised its
long-term corporate credit rating on Empresas ICA S.A. de C.V.
to 'BB-' from 'B'.  The ratings were removed from CreditWatch
Positive, where they were placed on April 7, 2006.  S&P said the
outlook is stable.


ENESCO GROUP: Wants to Hire Baker & McKenzie as Tax Counsel
-----------------------------------------------------------
Enesco Group Inc. and two debtor-affiliates ask the United
States Bankruptcy Court for the Northern District of Illinois
for authority to employ Baker & McKenzie as their special tax
counsel in connection with their Hong Kong tax appeals,
effective as of March 16, 2007.

The firm is expected to:

     (a) give the Debtors legal advice with respect to their
         rights, powers and duties in connection with the Tax
         Appeal and litigation related to the Tax Appeal
         proceedings;

     (b) prepare applications, motions compliants, orders and
         other legal documents as may be necessary in connection
         with the appropriate administration of the Tax Appeal;

     (c) participate on behalf of the Debtors in matters before
         the Inland Revenue Board of Review and the courts in
         Hong Kong relating to the Tax Appeal; and

     (d) perform any and all other legal services on behalf of
         the Debtors, which may be required to aid in the proper
         administration of the pending Tax Appeal proceedings.

The Debtors have agreed to pay Baker with a US$25,000 retainer
and to compensate Baker according to the firm's standard rates
for tax appeals of the size and complexity as the Tax Appeal.
As of May 4, 2007, Baker's hourly rates ranged from US$620 to
US$840 for partners and US$260 to US$645 for associates.
Baker's rates are reviewed annually and adjusted periodically.

The Debtors assure the Court that Baker does not hold or
represent any adverse interest in connection to the Debtors and
the estates.

                     About Enesco Group

Headquartered in Itasca, Illinois, Enesco Group, Inc. ---
http://www.enesco.com/-- is a producer of giftware, and home
and garden decor products.  Enesco's product lines include some
of the world's most recognizable brands, including Disney,
Heartwood Creek, Nickelodeon, Cherished Teddies, Lilliput Lane,
Border Fine Arts, among others.

Enesco distributes products to a wide array of specialty gift
retailers, home decor boutiques and direct mail retailers, as
well as mass-market chains.  The company serves markets
operating in Europe, particularly in the United Kingdom and
France, as well in the Asia Pacific in Australia and Hong Kong.
The Company also has Latin-American operations in Mexico.

Enesco Group and its two affiliates, Enesco International Ltd.
and Gregg Manufacturing, Inc., filed for chapter 11 protection
on Jan. 12, 2007 (Bankr. N.D. Ill. Lead Case No. 07-00565).
Shaw Gussis Fishman Glantz Wolfson & Tow and Skadden, Arps,
Slate, Meagher & Flom LLP, represent the Debtors.  The Debtors'
financial condition as of Nov. 30, 2006, showed total assets of
US$155,350,698 and total debts of US$107,903,518.

Enesco Group and its two affiliates, Enesco International Ltd.
and Gregg Manufacturing, Inc., filed for chapter 11 protection
on Jan. 12, 2007 (Bankr. N.D. Ill. Lead Case No. 07-00565).
Shaw Gussis Fishman Glantz Wolfson & Tow and Skadden, Arps,
Slate, Meagher & Flom LLP, represent the Debtors.  The Debtors'
financial condition as of Nov. 30, 2006, showed total assets of
US$155,350,698 and total debts of US$107,903,518.


FEDERAL-MOGUL: Seeks Summary Judgment vs. Pepsi's Amended Claim
---------------------------------------------------------------
Federal-Mogul Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to grant
summary judgment in their favor and disallow PepsiAmericas
Inc.'s Amended Claim, pursuant to Rule 56 of the Federal Rules
of Civil Procedure, Rule 7056 of the Federal Rules of Bankruptcy
Procedure, and Section 502(b) of the Bankruptcy Code.

                        Amended Claim

The Hon. Judith Fitzgerald had permitted PepsiAmericas to amend
Claim Nos. 6093 and 6441 and rules that the Amended Claim will
be deemed as PepsiAmericas' proof of claim in the Debtors'
bankruptcy cases.

Under its Amended Claim, PepsiAmericas seeks to recover:

   -- a portion of the expenses it allegedly incurred, and
      continues to incur, for prosecution of insurance coverage
      litigation and negotiations with insurers relating to
      asbestos-related claims against Abex Corporation and
      Pneumo Abex Corporation;

   -- damages resulting from Federal-Mogul Products, Inc.'s
      alleged mismanagement of the assumed liabilities under the
      Debtor's 1994 Asset Purchase Agreement with Pneumo Abex,
      and alleged over-allocation of defense and indemnity costs
      to those liabilities; and

   -- damages resulting from "unreasonable positions" allegedly
      taken by FMP in dealing with various insurers and
      PepsiAmericas.

                        Debtors' Plea

The Debtors maintain that there are no disputed material facts
relevant to the determination of whether PepsiAmericas has any
cognizable legal or equitable basis for its claims.

Scotta M. McFarland, Esq., at Pachulski Stang Ziehl Young &
Jones LLP, in Wilmington, Delaware, contends that contrary to
PepsiAmericas' assertions:

   -- PepsiAmericas is not a third-party beneficiary to the APA;

   -- FMP does not owe PepsiAmericas any obligations in
      connection with the APA; and

   -- PepsiAmericas cannot assert Pneumo Abex's claims against
      FMP as subrogee.

There are no facts, and PepsiAmericas has not alleged any facts,
that would suggest that the APA was designed to confer a benefit
on any entity other than FMP and Pneumo Abex, Ms. McFarland
points out.

FMP is not, and has never claimed to be, insured under, or in
any other way a party to, any of the Abex Policies, Ms.
McFarland points out.  FMP is not an intended third party
beneficiary of the Abex Policies.  Accordingly, FMP does not and
cannot have any obligations arising under the Abex Policies, Ms.
McFarland argues.

FMP merely bargained for and received the promise that Pneumo
Abex would turn over certain of the proceeds that it collected
from the Abex Policies pursuant to the APA, Ms. McFarland
clarifies.  Even if FMP were classified as a third-party
beneficiary of the Abex Policies, it cannot be liable for any
obligations under those policies because third-party
beneficiaries cannot incur liabilities under the contracts from
which they receive third-party benefits.

Ms. McFarland notes that Pneumo Abex has filed claims against
the Debtors and in 2004, settled a portion of those claims and
subsequently released the related rights to which PepsiAmericas
seeks to subrogate.

PepsiAmericas is not entitled to an equitable remedy, Ms.
McFarland contends.  The APA did not involve PepsiAmericas nor
did it impair in any way PepsiAmericas' rights against Pneumo
Abex.  Thus, it would be inequitable to allow PepsiAmericas to
benefit from that transaction at FMP's expense, Ms. McFarland
argues.

The APA makes FMP responsible only for those litigation expenses
not otherwise paid for by PepsiAmericas because there would be
significant future litigation that FMP would manage and for
which expenses FMP would be solely responsible, Ms. McFarland
explains.  In the event PepsiAmericas believes it is entitled to
reimbursement for a portion of litigation expenses,
PepsiAmericas should pursue relief from Pneumo Abex under the
parties' contracts.

                       Underwriters Respond

Certain Underwriters at Lloyd's London, and certain London
Market Companies relate that as with the Debtors' Objection to
PepsiAmericas, Inc.'s Claim Nos. 6093 and 6441, they are not
taking any positions with respect to the Debtors' Objection to
PepsiAmericas' Amended Claim.

The Underwriters reiterate their request that the Court refrain
from making any factual or legal findings regarding the alleged
transfer of insurance coverage to Pneumo Abex LLC, Wagner
Electric Corporation, Cooper Industries, LLC, PepsiAmericas
Inc., or the Debtors, or the existence, non-existence, or scope
of insurance coverage available for asbestos personal injury
claims.

                     About Federal-Mogul

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's
largest automotive parts companies with worldwide revenue of
some US$6 billion.  Federal-Mogul also has operations in Mexico
and the Asia Pacific Region, which includes, Malaysia,
Australia, China, India, Japan, Korea, and Thailand.

The company filed for chapter 11 protection on Oct. 1, 2001
(Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq., James
F. Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin Brown
& Wood, and Laura Davis Jones Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub, P.C., represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection
from their creditors, they listed US$10.15 billion in assets and
US$8.86 billion in liabilities.  Federal-Mogul Corp.'s U.K.
affiliate, Turner & Newall, is based at Dudley Hill, Bradford.
Peter D. Wolfson, Esq., at Sonnenschein Nath & Rosenthal; and
Charlene D. Davis, Esq., Ashley B. Stitzer, Esq., and Eric M.
Sutty, Esq., at The Bayard Firm represent the Official Committee
of Unsecured Creditors.  (Federal-Mogul Bankruptcy News, Issue
No. 137; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


FOAMEX INT'L: March 31 Balance Sheet Upside-Down by US$272 Mil.
---------------------------------------------------------------
Foamex International Inc. recorded total assets of US$578.6
million and total liabilities of US$850.6 million, resulting in
a total stockholders' deficit of US$272 million as of
March 31, 2007.

Net loss for the first quarter of 2007 was US$17 million, as
compared with a net income of US$17.1 million in the first
quarter of 2006.

Net sales for the first quarter were US$317.2 million, down 13%
from US$365.9 million in the first quarter of 2006, primarily
due to lower volumes in the Foam Products and Carpet Cushion
Products segments.  Gross profit for the quarter was US$38.5
million, down from US$61.1 million in the first quarter of 2006,
primarily due to the lower volumes and prices.  Income from
operations was US$20.6 million for the 2007 first quarter, as
compared with US$36.7 million in the first quarter of 2006.

First quarter 2006 results were unusually strong and benefited
from the supply and demand imbalances caused by Hurricanes
Katrina and Rita.  Results in the 2007 period reflect lower
volumes in Foam Products and Carpet Cushion Products,
contraction of demand in the flexible polyurethane foam industry
as a whole, and a write-down of US$2.7 million to adjust the
carrying value of scrap foam inventory.  The decrease in gross
profit in the 2007 period was partially offset by lower selling,
general and administrative expenses which decreased by US$2.4
million, or 12%, due principally to lower employee-related costs
and professional fees.  Restructuring charges were US$400,000 in
the first quarter of 2007, as compared with US$4.8 million in
the prior year quarter, related to the closure of several
facilities in the 2006 period.

                  Liquidity and Capital Resources

Cash and cash equivalents were US$7.8 million at April 1, 2007,
compared to US$6 million at Dec. 31 2006.  Working capital at
April 1, 2007, was US$149.5 million and the current ratio was
1.86 to 1 compared to working capital at Dec. 31, 2006, of US$24
million and a current ratio of 1.08 to 1.  The current ratio
improvement was primarily due to the repayment of the DIP
Revolving Credit Facility and DIP Term Loan.

Total long-term debt and revolving credit borrowings at
April 1, 2007, were US$629.1 million, down US$14.6 million from
Dec. 31, 2006.  As of April 1, 2007, there were US$21 million of
revolving credit borrowings with US$95.8 million available for
borrowings and US$21.6 million of letters of credit outstanding.
Revolving credit borrowings at April 1, 2007, reflect working
capital requirements.

A full-text copy of the company's first quarter 2007 report is
available for free at http://ResearchArchives.com/t/s?1fc4

Commenting on the results, recently appointed chief executive
officer John G. Johnson, Jr., said, "Our first quarter results
reflect a continuation of the softness in demand for foam
products in the bedding, furniture and carpet underlay markets
that the Company began to experience in the fourth quarter of
2006.  Much like others serving these markets, Foamex continues
to experience the residual effects of the downturn in the
housing and home furnishings markets.  This industry has limited
ability to stimulate consumer demand for the home furnishings
that incorporate traditional foam product offerings.  Therefore,
we continue to focus on product innovation across the broader
market for polyurethane foam applications, while we
simultaneously extract cost from our operations, and
aggressively address all facets of cash generation to return
value to our stockholders by deleveraging the company."

Mr. Johnson continued, "On the cost savings front we are making
a significant investment in new operating equipment in our
Tupelo, Mississippi facility which will facilitate the
consolidation of two facilities in that region into one.  This
consolidation will have no effect on capacity, but will improve
operating efficiencies and generate significant overhead
savings.  We have also recently completed the consolidation of
our Cookeville, Tennessee fabrication facility into our nearby
Morristown, Tennessee facility.  These two examples are the
first integration steps in an overall plan to reduce costs and
improve efficiency. In addition, during the first quarter we
completed the ramp up of meaningful new lamination volume in our
automotive sector.  In April 2007, we made an optional
prepayment on our first lien term loan of US$25 million.  Net
debt at the end of the first quarter of 2007 was US$621 million
and revolving loan availability was US$96 million.  This is the
lowest debt level we have had in approximately ten years."

                  About Foamex International

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  Foamex
has Asian locations in Malaysia, Thailand and China.  The
company's Latin American subsidiary is in Mexico.  The Company
and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through
05-12693).  Attorneys at Paul, Weiss, Rifkind, Wharton &
Garrison LLP, represent the Debtors in their restructuring
efforts.  Houlihan, Lokey, Howard and Zukin and O'Melveny &
Myers LLP are advising the ad hoc committee of Senior Secured
Noteholders.  Kenneth A. Rosen, Esq., and Sharon L. Levine,
Esq., at Lowenstein Sandler PC and Donald J. Detweiler, Esq., at
Saul Ewings, LP, represent the Official Committee of Unsecured
Creditors.  As of July 3, 2005, the Debtors reported
US$620,826,000 in total assets and US$744,757,000 in total
debts.  (Foamex International Bankruptcy News, Issue No. 34;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 16, 2007, Standard & Poor's Ratings Services raised its
corporate credit rating on Linwood, Penn.-based Foamex L.P. to
'B' from 'D', following the company's emergence from bankruptcy
on Feb. 12, 2007.  S&P affirmed all other ratings.  S&P said the
outlook is stable.

As reported in the Troubled Company Reporter on Dec. 8, 2006,
Moody's Investors Service has assigned a B2 corporate family and
probability of default ratings on Foamex L.P.  Concurrently,
Moody's has assigned a B1 rating to the company's US$425 million
first lien senior secured Term Loan B and a Caa1 rating to its
US$190 million second lien senior secured term loan (expected to
be downsized to US$175 million).  Moody's said the ratings
outlook is stable.


GENERAL MOTORS: Moody's Junks Rating on US$1.1-Billion Debt
-----------------------------------------------------------
Moody's Investors Service assigned a Caa1 (LGD4, 58%) to the
US$1.1 billion of convertible debt securities of General Motors
Corporation, and a Ba3 (LGD1, 6%) rating to the company's
proposed US$4.1 billion, 364 day credit facility that would be
secured by its 49% ownership in GMAC LLC.

Moody's also affirmed GM's B3 Corporate Family Rating and B3
Probability of Default Rating, and maintained its SGL-3
Speculative Grade Liquidity Rating.  The rating outlook remains
negative.  The proposed transactions would build GM's available
liquidity to about US$36 billion, consisting of US$26 billion in
cash and short-term VEBA balances, US$8.6 billion in secured
credit facilities, and US$1.5 billion in additional committed
lines.

"Despite this considerable level of liquidity, we think that
it's very prudent for GM to continue to build its liquidity
because of the sizable cash drain it could face in hammering out
workable labor agreements with the UAW and in contending with
North American consumer demand that continues to move away from
large trucks and SUVs," said Bruce Clark, Senior Vice President
and lead auto analyst for Moody's.

The greatest near-term risk facing GM is the large cash drain
that could result if the company's operations were to be
disrupted by a prolonged UAW work stoppage associated with
either the reorganization process taking place at Delphi or with
the automakers' labor negotiations that will take place this
fall.  "A shut down of GM production because of any impasse with
the UAW could cause a huge drain of cash for the company over a
very short period, and gives rise to the company's current
efforts to build excess liquidity," Clark said.

Aside from any potential strike risks, GM also faces the
prospect of making large cash payments in connection with simply
reaching an accord with the unions.  GM may have to make a
contribution to help bridge the remaining gap between the UAW
and Delphi management regarding the level of wage and benefit
programs necessary for Delphi to emerge from bankruptcy
protection.  However, the rating agency's major concern is with
the potential cost to GM of reaching its own labor agreement in
September.  "It's unlikely that GM will be able to establish a
viable long-term business model unless it achieves major work
rule and health care relief as part of the new contract," Clark
said.  The company is currently burdened with US$5 billion in
annual health care expenses and a US$47 billion health care-
related OPEB liability.  "As part of its September negotiations,
GM could have to write a very large check in order to get
meaningful healthcare and work rule relief," he said, adding
that "the long term benefits of the relief would likely be
sizable, but the company might have to pay a lot up front in
order to get it."

Once GM gets past the hurdles with the UAW, it then has to
contend with a challenging North American operating environment.
A softening in overall consumer demand for new vehicles or a
shift away from the company's profitable T900 trucks and SUVs
could contribute to a significant reduction in profitability
during 2007 and operating losses in 2008.  Because of these
risks, Moody's continues to maintain a negative outlook on the
company's B3 Corporate Family Rating.  Stabilization of the
rating outlook would require a resolution of labor issues and a
stabilization of market share that enables the company to
establish and sustain adequate profitability and cash flow in
its North American operations.  In the near term, any evidence
of labor disruptions or erosion of liquidity could lead to a
downward rating adjustment.

Despite large cash balances, Moody's continues to regard the
company's overall liquidity profile as being consistent with an
SGL-3 Speculative Grade Liquidity Rating.  The potential cash
calls that could arise from labor disruptions or settlements
over the coming months could present a degree of volatility in
liquidity that is more appropriately reflected in the SGL-3
rating.  Moody's acknowledges the company's strong efforts in
bolstering liquidity, which should provide a degree of credit
stability should labor negotiations not progress smoothly.
Should the company achieve a favorable resolution of its labor
negotiations while maintaining a strong liquidity profile, the
Speculative Grade Liquidity Rating could be raised.

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- the
world's largest automaker, has been the global industry sales
leader since 1931.  Founded in 1908, GM employs about 317,000
people around the world.  It has manufacturing operations in 32
countries.

General Motors has Asia-Pacific operations in India, China,
Indonesia, Japan, the Philippines, among others. It has
locations in European countries including Belgium, Austria, and
France.  In Latin America, the company maintains locations in
Argentina, Brazil, Chile, Colombia, Ecuador, Venezuela, Paraguay
and Uruguay.


FREESCALE SEMICONDUCTOR: Moody's Puts Ba3 Corp. Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Freescale
Semiconductor, Inc., and changed the outlook to negative.

The negative outlook was prompted by Freescale's lower-than-
expected first quarter revenue and EBITDA.  Operating
performance weakness stems principally from reduced wireless
semiconductor shipments as a result of lower cellular demand at
its former parent and largest customer, Motorola.  Motorola,
which accounts for nearly 25% of Freescale's revenues, witnessed
margin erosion, sustained a net loss and lost 5 points of market
share to 17% in the first quarter 2007.

In assigning Freescale's Ba3 corporate family rating last
November, Moody's noted the rating was constrained by the
company's high Motorola content, which we viewed as a credit
negative, and that upward ratings pressure was contingent on a
broadening of its product offering and customer base within the
wireless segment.  Given the wireless inventory build and
Motorola's current woes, Freescale will be challenged to expand
its wireless customer base in a timely manner to alleviate
reduced volumes at Motorola -- which lowered guidance for 2007 -
- and the negative impact it could have on Freescale's revenues,
profitability and cash flow generation.

Downward pressure on the rating could materialize to the extent
revenues in the Wireless and Mobile Solutions segment fails to
recover in the second half of the year resulting in materially
weaker-than-anticipated EBIT or total debt/EBITDA (Moody's
adjusted) above 5.5x.

Following the US$17.6 billion leveraged buyout and
recapitalization in December 2006, Freescale became one of the
more highly leveraged semiconductor companies.  With nearly
US$9.8 billion gross debt, the ratings reflect significant debt
leverage and reduced financial flexibility, which is magnified
by Freescale's limited track record as a standalone company and
lack of historical performance during a downturn.  The ratings
and outlook also took into account our expectation that
Freescale would reduce leverage over the near-to-intermediate
term through strong levels of free cash flow generation.
However, with the sudden reversal in Motorola's fortunes
resulting in Freescale's generation of negative free cash flow
in Q107, Moody's now believes free cash flow in 2007 will be
below our previous estimate of US$350 million.  Consequently, we
no longer anticipate Freescale's financial leverage (Moody's
adjusted total debt/EBITDA) to decline to 4.6x by the end of
2007, which was factored in the previously assigned stable
outlook, but to remain in the 5.0 -- 5.5x range, delaying
leverage reduction.

Moody's continues to believe Freescale:

   (i) has strong market leadership positions and a rich product
       portfolio comprising breadth and depth of technology;

  (ii) benefits from a diversified revenue base with exposure to
       the relatively stable and less volatile transportation
       and networking segments which tend to exhibit slower
       growth prospects and longer product life cycles than the
       wireless space;

(iii) could benefit from its near-sole source provider status
       for baseband and power management ICs in Motorola's new
       line-up of handsets and its status as a RF transceiver
       supplier in newly-launched mobile devices from both RIM
       and Motorola, to the extent consumer uptake materializes;

  (iv) is positioned to benefit from increasing content in
       existing mobile OEM customer platforms as design
       solicitations are won and shipments ramp;

   (v) has considerably improved its operating leverage since
       the Motorola spin-off; and

  (vi) has a defensive operating model that allows it to quickly
       reduce expenses and capex in response to weak market
       conditions.

Moody's notes the company also has the ability to suspend cash
interest payments on roughly 16% of its outstanding debt through
the use of a toggle PIK structure on US$1.5 billion of senior
notes, which would help to preserve cash flow in a soft
operating environment.  With nearly US$640 million of cash and
access to a US$750 million undrawn revolver, liquidity remains
solid.

These ratings/assessments were affirmed:

   -- Corporate Family Rating (New) -- Ba3;

   -- Probability of Default Rating -- Ba3;

   -- US$750 Million Senior Secured Revolving Credit Facility
      due 2012 -- Baa3 (LGD-2, 16%);

   -- US$3.50 Billion Senior Secured Term Loan B Facility due
      2013 -- Baa3 (LGD-2, 16%);

   -- US$2.85 Billion Senior Unsecured Notes due 2014 -- B1
     (LGD-4, 63%);

   -- US$1.50 Billion Senior Unsecured Toggle Notes due 2014 --
      B1 (LGD-4, 63%);

   -- US$1.60 Billion Senior Subordinated Unsecured Notes due
      2016 -- B2 (LGD-6, 91%); and

   -- Speculative Grade Liquidity Rating -- SGL-1.

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.


HANSBRO INC: Paying US$0.16 Per Share Dividend on Aug. 15
---------------------------------------------------------
Hasbro, Inc. has declared a quarterly cash dividend of US$0.16
per common share.  The dividend will be payable on
Aug. 15, 2007, to shareholders of record at the close of
business on Aug. 1, 2007.

Headquartered in Pawtucket, Rhode Island, Hasbro, Inc. (NYSE:
HAS) -- http://www.hasbro.com/-- provides children's and family
leisure time entertainment products and services, including the
design, manufacture and marketing of games and toys ranging from
traditional to high-tech.  The company has operations in
Australia, France, Hong Kong, and Mexico, among others.

                        *     *     *

Moody's Investors Service affirmed the Baa3 long-term debt
rating of Hasbro, Inc., and changed the ratings outlook to
positive from stable to reflect the expectation for continued-
strong operating performance and cash flows, leading to further
debt reduction and credit metric improvement over the near-to-
intermediate-term.  Ratings affirmed include the Baa3 senior
unsecured debt rating and the (P)Ba1 rating for subordinated
debt.


NORTEL NETWORKS: Securities Regulator Approves Settlement Pact
--------------------------------------------------------------
The Ontario Securities Commission issued an Order approving the
Settlement Agreement reached by the Staff of the OSC with Nortel
Networks Corporation and its principal operating subsidiary
Nortel Networks Limited.  The settlement fully resolves all
issues between Nortel and the OSC.

"[Tues]day is an important day for Nortel.  The decision
recognizes the extensive efforts made by Nortel's senior
management and Board of Directors to be forthcoming and
transparent in reporting significant accounting and internal
control issues, and then solving them.  We are pleased this is a
fair and balanced resolution to the matter that is in the best
interests of the shareholders," Nortel President and CEO Mike
Zafirovski said.  "[Tues]day, we remain passionately committed
to recreating a great technology company and driving value for
our shareholders by achieving strong business results while
upholding the highest ethical standards and sound business
practices."

As approved by the Commission, the Settlement Agreement
recognizes efforts by Nortel to strengthen the Company through
actions such as:

   -- a restructured ethics policy and the establishment of a
      new code of conduct;

   -- the improvement of financial processes and controls;

   -- the remediation of substantially all internal control
      issues that formed the six original material weaknesses,
      with one material weakness remaining;

   -- improved corporate governance; and

   -- the settlement of shareholder class-action lawsuits.

Pursuant to the terms of the OSC Order, Nortel is required to
deliver to Staff quarterly and annual written reports
detailing, among other matters, its progress in implementing its
remediation plan.  The Reports will begin following Nortel's
second quarter 2007 quarterly reports, and ending with the
earlier of the successful remediation of the remaining material
weakness and the completion of the remediation plan.

The OSC Order does not impose any administrative penalty or
fine.  However, Nortel will make a payment to the OSC in the
amount CDN$1 million as a contribution towards the costs of
their investigation.

The Order and Settlement Agreement can be found on Nortel's
website at http://www.nortel.com/corporate/investor/index.html

As previously disclosed, the Settlement Agreement relates to
certain allegations made by the Staff regarding certain
accounting practices which a previously announced Nortel
independent inquiry found to have occurred during the 2000
fiscal year, the last two fiscal quarters of 2002 and the first
two fiscal quarters of 2003, which had led to certain
restatements of Nortel's and NNL's financial results.

                    About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(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 Australia, China, Philippines, Thailand and
Indonesia in the Asia Pacific region, Mexico in Latin-America
and Denmark in Europe.

                        *     *     *

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.

Additionally, Moody's Investors Service affirmed the B3
corporate family rating of Nortel; assigned a B3 rating to the
proposed US$2billion senior note issue; downgraded the US$200
million 6.875% Senior Notes due 2023 and revised the outlook to
stable from negative.

Standard & Poor's also affirmed its 'B-' long-term and 'B-2'
short-term corporate credit ratings on the company, and assigned
its 'B-' senior unsecured debt rating to the company's proposed
US$2 billion notes.  The outlook is stable.


PORTRAIT CORP: Ct. Sets June 4 Hearing on Purchase Deal with CPI
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on June 4, 2007,at 11:00 a.m., to
consider approval of an agreement among Portrait Corporation of
America Inc., its debtor-affiliates and Consumer Programs
Incorporated.

Under the agreement, CPI will acquire substantially all of the
Debtors' operating assets for US$100 million in cash, subject to
certain closing adjustments, and the assumption of certain
liabilities.

The transaction is expected to close by the end of June 2007.

Objections to the sale agreement are due on May 29, 2007.

For more information on the sale or for copies of the purchase
agreement contact counsel for the Debtors:

          Kasowitz, Benson, Torres and Friedman LLP
          No. 1633 Broadway
          New York, NY 10019
          Tel.: (212) 506-1700

                       About CPI Corp.

CPI Corp. (NYSE: CPY) is a portrait photography company offering
photography services in the United States, Puerto Rico and
Canada through Sears Portrait Studios.  The Company also
operates http://searsphotos.com/-- the vehicle for the
Company's customers to archive, share portraits via email and
order additional portraits and products.

                    About Portrait Corp.

Portrait Corporation 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.




=================
N I C A R A G U A
=================


XEROX CORP: CEO Anne Mulcahy Unveils Key Growth Priorities
----------------------------------------------------------
Xerox Corporation's chairman and Chief Executive Officer Anne M.
Mulcahy, at its annual shareholder meeting, pointed to the
relentless execution of its growth strategy coupled with
strategic acquisitions made over the past year as key reasons
why Xerox is successfully positioned to pursue a US$117 billion
market opportunity.

"By just about any standard, we are making very good progress,"
Ms. Mulcahy said. "The strategic bets we placed several years
ago are paying off."

During her message to shareholders, Ms. Mulcahy noted that Xerox
met its 2006 full-year expectations on earnings growth and cash
generation, increased post-sale revenue -- which represents more
than 70 percent of Xerox's total revenue -- and strengthened its
industry-leading portfolio of products and services.

Xerox earned US$1.2 billion or US$1.22 per share in 2006.  With
US$15.9 billion in revenue, the company generated US$1.6 billion
in operating cash flow and ended the year with cash and short-
term investments of US$1.5 billion.  The company bought back
US$1.1 billion of Xerox stock and saw its debt rating return to
investment grade.

"It was a good year and we have every reason to believe we are
on our way to a better one," Ms. Mulcahy said.

Ms. Mulcahy updated shareholders on the progress Xerox is making
on its four-pronged growth strategy centered on color
leadership, document management services, digital production
printing and the small and mid-size business (SMB) market.  Some
examples of Xerox's success in these areas include:

   a) Xerox color presses produce the highest volume of pages in
      the industry and last year more than 30 billion color
      pages were printed on Xerox technology.

   b) Since the beginning of this year, Xerox has introduced 19
      new products, half of which are color products, surpassing
      the 14 total product launches in 2006. The company plans
      to more than double its number of product launches this
      year.  More than two-thirds of Xerox's equipment sales
      come from products launched in the past two years.

   c) Through multiyear, multimillion dollar contracts, Xerox's
      document management services Ms. generated nearly US$800
      million in annuity revenue in the first quarter of this
      year.

Mulcahy also pointed to these key acquisitions Xerox made in the
last year as critical enablers that help fuel Xerox's growth:

   a) XMPie, the developer of software for personalized
      multimedia campaigns, provides direct marketers with the
      ability to customize e-mail, Web sites, catalogs,
      brochures and other materials that target a customer's
      personal buying needs.  The market for variable data
      printing is expected to grow from 49 billion pages in 2004
      to 138 billion by 2009.

   b) Amici LLC, the market leader in e-discovery technology now
      offered as part of Xerox Litigation Services, helps
      companies identify, filter, produce and store data found
      in paper or electronic documents.  The market for
      e-discovery services is expected to grow 40 percent per
      year and be valued at US$2.5 billion by 2009 in the United
      States alone.

   c) The recent acquisition of Global Imaging Systems, Inc., an
      office technology dealer that is a market leader in the
      U.S. SMB market, increases Xerox's distribution to this
      market by 50 percent and adds 1,400 sales people serving
      about 200,000 new customers.

Including its partner Fuji Xerox, Xerox invested about US$1.4
billion in innovation in 2006.  This investment plus the launch
of 100 new products in the last three years and 560 new patents
granted last year alone, positions Xerox to capitalize on a
major market opportunity in the years ahead, said Ms. Mulcahy.

"We have four planks to our growth strategy," said Ms. Mulcahy.
"Each builds on our core competencies.  Each responds to
customer need with customer value.  Each is designed to fuel our
annuity stream.  And each is yielding good results.  We can
compete for every dollar of it -- and we are."

Also at the annual meeting, shareholders elected by significant
majority vote all 11 members of the Xerox board of directors.
Re-elected to the board are Glenn A. Britt, Ursula M. Burns,
Richard J. Harrington, William Curt Hunter, Vernon E. Jordan,
Jr., Ralph S. Larsen, Robert A. McDonald, Anne M. Mulcahy, N.J.
Nicholas, Jr., Ann N. Reese, and Mary Agnes Wilderotter.

Shareholders also approved the selection of
PricewaterhouseCoopers LLP as the company's independent auditors
for 2007.  In addition, shareholders voted for an amendment to
the 2004 performance incentive plan and against a shareholder
proposal related to the adoption of a vendor code of conduct.

In related news, the Xerox board of directors appointed two
officers of the corporation.  Russell Peacock, 48, who was
recently named president, Xerox Office Group was named Xerox
corporate vice president.  Eric Armour, 48, who joined Xerox
earlier this month as the company's chief strategist was also
named a corporate vice president.

Headquartered in Stamford, Connecticut, Xerox Corp. --
http://www.xerox.com/-- develops, manufactures, markets,
services and finances a range of document equipment, software,
solutions and services.  Xerox operates in over 160 countries
worldwide and distributes products in the Western Hemisphere
through divisions, wholly owned subsidiaries and third-party
distributors.  The company maintains operations in France,
Japan, Italy, Nicaragua, among others.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
April 4, 2007, Fitch Ratings has affirmed Xerox Corp.'s and its
subsidiary's ratings:

   Xerox Corp.

     -- Trust preferred securities at 'BB';
     -- Issuer Default Rating at 'BBB-';
     -- Unsecured credit facility at 'BBB-'; and
     -- Senior unsecured debt at 'BBB-'.

   Xerox Credit Corp.

     -- Issuer Default Rating at 'BBB-'; and
     -- Senior unsecured debt at 'BBB-'.

As reported in the Troubled Company Reporter-Latin America on
April 4, 2007, Standard & Poor's Ratings Services placed its
ratings on Xerox Corp., including the 'BB+' corporate credit
rating, on CreditWatch with positive implications.  The
CreditWatch placement reflects the company's announcement that
it has reached an agreement in principle to acquire Global
Imaging Systems Inc. for approximately US$1.5 billion in cash.




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CLOROX CO: Discloses Strategic Growth & 2008 Financial Outlook
--------------------------------------------------------------
The Clorox Company introduced its strategic growth, disclosed
fiscal year 2008 financial outlook and reported 29 percent
Increase in Quarterly Dividend plan during the Clorox Analyst
Day event in New York.  The event was also broadcast live via
Web cast.  The Centennial Strategy, named for the company's
milestone anniversary in 2013, is focused on achieving double-
digit annual growth in economic profit.

A key driver of the strategy is to accelerate sales by growing
existing brands, including expanding into adjacent categories,
entering new sales channels and increasing penetration within
existing countries.  The company also anticipates using its
strong cash flow to pursue growth opportunities and increase
shareholder returns.

"Clorox is a company that knows how to win with consumers,
customers and our share owners," said Chairman and CEO Don
Knauss.  "Most of our brands hold No. 1 or strong No. 2 market-
share positions, and over the past 10 years we've outpaced our
peer group and the S&P 500 in total shareholder returns.  But we
know our continued success will require approaching our business
in new ways.  Building on our very strong foundation, we're
heading toward what we call our 'true north' - that is, our
governing objective to achieve double-digit annual growth in
economic profit.  We are very excited about this strategy and
our future growth prospects."

Using economic profit to drive portfolio choices, resource
allocation and overall performance.

Defined as the profit a company generates over and above the
cost of paying for the assets used to run its business, economic
profit will be the "key measure" Clorox uses to drive enhanced
performance, according to Larry Peiros, executive vice president
- chief operating officer, Clorox North America.

"We have always been good at execution and driving down costs,"
Mr. Peiros said, "but we believe this new approach can make us
even better.  We are driving economic profit deeply into
specific businesses.  We now have a very granular understanding
of the sources and drivers of economic profit, with visibility
by country, category, channel and even specific product item."

Mr. Knauss added, "We will manage our business more
differentially, growing economic profit pools that already exist
and eliminating activities that are reducing economic value.  We
believe this is the best way to drive profitable growth and
continue to deliver strong shareholder returns over the long
term."

Mr. Knauss said the company is restructuring its business units
to ensure a clear line of sight to where the most economic value
is being generated, and that a new management incentive system
will reinforce the focus on profitable sales growth and double-
digit annual economic profit growth.

                  Desire, Decide and Delight

Frank Tataseo, executive vice president - functional operations,
reviewed the company's plans for driving organic growth.
"Previously, our strategy was about building capabilities in the
areas of the consumer, the customer and cost management," he
said.  "Now we're leveraging those capabilities to drive demand
creation and build consumer lifetime loyalty through what we
call the '3Ds': desire, decide and delight."

Desire is about integrated pre-purchase communications that
increase consumers' awareness about how the company's brands
meet their needs.  Clorox will enhance its marketing
communication capabilities to create more consistent messages to
consumers wherever they come into contact with the company's
brands.  The company will implement a new integrated model for
working with its advertising and public relations agencies,
linking their compensation to Clorox's success.  Clorox is also
increasing its emphasis on multicultural marketing, with a
crossfunctional team focused on these important consumer
segments, and a Hispanic advisory group of customers, academics
and noncompeting companies.

Decide is about winning at the store shelf -- where most
purchasing decisions are made -- through superior packaging and
continued investment in value-creating service capabilities that
fuel growth for Clorox and its customers.  Clorox will
selectively expand the deployment of these services, such as
consumer and shopper insights and category advisory expertise,
to include the balance of its top 25 customers in the grocery
channel.

Delight is about continuing to offer high-quality, consumer-
preferred products, so consumers will keep coming back to the
company's brands.  Recent innovation examples include Fresh
Step(R) cat litter with odor-eliminating carbon and Kingsford(R)
charcoal with Sure Fire Grooves(R) that lights faster and burns
longer.  The company will continue to deliver about 2 points of
incremental sales growth annually from innovation.

"Of course, innovation cuts across all three of these areas,"
Mr. Knauss said.  "This approach to driving demand creation
behind our core brands will help us increase market share and
generate economic profit over the long term."

                     Reshaping Portfolio

Clorox will continue to focus on building big-share brands in
midsized categories.  The company said it will maximize economic
profit growth by identifying and pursuing strategic
opportunities to broaden the footprint of major brands with
organic growth into adjacent categories, channels and countries.

To illustrate, Beth Springer, executive vice president -
Strategy & Growth, highlighted the evolution of the Clorox(R)
brand from its namesake bleach into a billion-dollar franchise
that includes cleaning and disinfecting products for the
bathroom, kitchen and around the house.  Today, products other
than bleach make up more than half of the franchise.  To further
broaden the brand's footprint, Ms. Springer said, the company is
further extending its successful health-and-wellness platform
into the institutional health-care disinfecting market.

The company is also exploring opportunities to grow its presence
internationally. Outside of North America, 90 percent of sales
are in four core categories: laundry, home care, bags and wraps
and auto-care products.  "We still have substantial room to grow
in our existing categories and countries by further leveraging
our corporate capabilities in the 3Ds," said Warwick Every-
Burns, senior vice president - International.  "We're focusing
on the Americas, Australia and New Zealand first, where we have
a strong competitive advantage, and then will expand our focus
to other countries."

Clorox is also looking to reshape its brand portfolio and
accelerate future growth by pursuing "winning opportunities" in
new categories, channels and countries where the company can
bring a competitive advantage, Ms. Springer said. "We're looking
at how to more fully capitalize on major global trends toward
health and wellness, convenience, environmental sustainability
and a more multicultural marketplace," she said.  "Over the
longer term, we anticipate further increasing growth from
acquisitions, as we use these opportunities to exceed our
financial goals."

Mr. Knauss added, "We will continue to review our portfolio on
an ongoing basis, and businesses with less than double-digit
annual economic profit growth potential may be candidates for
divestiture."

                   Cash Flow & Balance Sheet

From fiscal year 2002 through the third quarter of fiscal year
2007, Clorox has returned 124 percent of its free cash flow --
defined as cash provided by operations less capital expenditures
-- to shareholders through share repurchases and dividends, said
Dan Heinrich, senior vice president - chief financial officer.

Mr. Heinrich said the company will continue to drive efficiency
through its Cut Costs and Enhance Margins Strategy, with the
savings generated through that strategy helping cover cost
increases and fund additional resources to drive higher growth
and shareholder returns.  "We anticipate that our cost-saving
initiatives, such as world-class manufacturing, global sourcing,
trade-promotion spending efficiency and product-design
optimization, will deliver US$80 million to US$90 million in
fiscal year 2008 alone," he said.  "We have a solid pipeline of
new cost-saving initiatives that we will phase in over the
course of our Centennial Strategy."

Mr. Heinrich also said the company's strong free cash flow and
the capital capacity of its balance sheet provide significant
resources to invest in profitable growth.  "Given the company's
strong cash flow, we believe we can operate at higher average
debt levels than we have in the past," he said.  "We'll use this
cash flow and our strong capital capacity to invest in
profitable growth or return cash to our shareholders if not
needed for the business."

               Centennial Strategy Financial Targets

Specific annual targets for the Centennial Strategy include:

   * Sales growth of 3-5 percent, excluding acquisitions and
     expansion into new geographies; and

   * Operating profit margin growth of 50-75 basis points.

The company anticipates that achieving these annual financial
goals should result in double-digit economic profit growth and
average free cash flow of 10 percent or more of sales.

                Fiscal Year 2008 Financial Outlook

For fiscal year 2008, Clorox anticipates organic sales growth in
the range of 3-5 percent. The company anticipates fiscal year
diluted EPS in the range of US$3.44-US$3.61.  This outlook
anticipates an impact of about 6-8 cents diluted EPS in
restructuring charges related to planned consolidation within
the company's home-care products manufacturing network.
Excluding these anticipated charges, the company's diluted EPS
outlook is in the range of US$3.52-US$3.67.  As previously
communicated, the company anticipates a slightly negative net
commodity cost impact for the year, and further inflationary
pressure in manufacturing and logistics.  These factors are
anticipated to be more than offset by cost savings. Not included
in this outlook are possible pretax charges in the range of
US$45-US$55 million.  These potential additional charges are
related to some new venture investments and intangible assets
the company may not pursue in light of its new strategy, and
some additional supply chain restructuring. In the future,
Clorox will continue to evaluate other ways of increasing
productivity to support profitable growth.

Consistent with Clorox's focus on achieving its annual financial
targets, the company will continue to provide annual financial
outlook for sales growth and diluted EPS, with updates during
quarterly earnings announcements or as appropriate.  The company
will discontinue providing specific financial outlook for
individual quarters within a year.  This new practice will begin
in fiscal year 2008.

                        Quarterly Dividend

Consistent with Clorox's focus on improving shareholder returns,
the company announced a higher quarterly dividend rate.  The
quarterly cash dividend will be increased by 29 percent to 40
cents per share from 31 cents per share.  The dividend at the
new rate will be payable on Aug. 15, 2007, to stockholders of
record on July 27, 2007.

                     Share Repurchase Program

Clorox's board has reauthorized its share repurchase program for
an aggregate purchase amount of up to US$750 million, and
terminated its prior 2002 and 2003 authorizations.  Repurchases
may take place from time to time, depending on market
conditions.  This US$750 million share repurchase program is in
addition to an evergreen repurchase program previously announced
by the company to reduce or eliminate dilution in connection
with issuances of stock under the company's stock incentive
plans.

                       About Clorox Company

Headquartered in Oakland, California, The Clorox Company
(NYSE: CLX) -- 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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ASHMORE ENERGY: Will Take Over Gas Distribution in Lima & Callao
----------------------------------------------------------------
The Peruvian energy and mines ministry has ratified Ashmore
Energy International to take over gas distribution in Lima and
Callao, according to a report by the Peruvian official gazette.

The Peruvian gazette notes that Ashmore International will
replace Suez-Tractebel, which operates through distributor
Calidda.  Ashmore Energy met the financial and technical
requirements for taking over the gas distribution concession

Ashmore Energy entered into an accord earlier this year to sell
its 51% indirect stake in Panamanian generator Bahia Las Minas
to Suez Energy International.  Suez Energy is selling its entire
interest in Calidda to Ashmore Energy and Colombian natural gas
firm Promigas as part of the transaction.  Ashmore Energy holds
a 52.9% stake in Promigas, Business News Americas states.

Ashmore Energy International Ltd. --
http://www.ashmoreenergy.com-- owns and operates a portfolio of
energy infrastructure assets in power generation, transmission,
and distribution of natural gas, gas liquids, and electric
power.  Ashmore Energy's portfolio, directly or indirectly,
consists of 19 companies in 14 countries, most of which are
located in Latin America.  The company's largest asset is
Brazilian electric distribution company, Elektro, which
represents approximately 43% of EBITDA, and 55.3% of fiscal 2006
consolidated cash flow to parent company Ashmore Energy.  The
company also operates a power plant in the Dominican Republic.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
April 3, 2007, Standard & Poor's Ratings Services assigned its
'B+' secured debt rating and '3' recovery rating to Ashmore
Energy International's US$105 million synthetic revolving credit
facility due in 2012.  At the same time, Standard & Poor's
affirmed its 'B+' corporate credit rating on Ashmore Energy; its
'B+' senior secured debt rating and '3' recovery rating on its
US$395 million revolving credit facility due 2012, which was
reduced from US$500 million; and its 'B+' senior secured debt
rating and '3' recovery rating on Ashmore Energy's US$1 billion
term loan due in 2014.  AEI Finance Holding LLC is a co-borrower
to Ashmore Energy's bank facility.  S&P said the outlook is
stable.

As reported in the Troubled Company Reporter-Latin America on
Feb. 27, 2007, Fitch Ratings assigned a BB Issuer Default rating
to Ashmore Energy International Ltd. and rated its US$500
million senior revolver credit facility at BB.

Also, Moody's Investors Service assigned a Ba3 rating to the
senior secured credit facilities.


* PERU: Ministry Okays Ashmore's Gas Distribution TakeOver
----------------------------------------------------------
The Peruvian energy and mines ministry has ratified Ashmore
Energy International to take over gas distribution in Lima and
Callao, according to a report by the Peruvian official gazette.

The Peruvian gazette notes that Ashmore International will
replace Suez-Tractebel, which operates through distributor
Calidda.  Ashmore Energy met the financial and technical
requirements for taking over the gas distribution concession

Ashmore Energy entered into an accord earlier this year to sell
its 51% indirect stake in Panamanian generator Bahia Las Minas
to Suez Energy International.  Suez Energy is selling its entire
interest in Calidda to Ashmore Energy and Colombian natural gas
firm Promigas as part of the transaction.  Ashmore Energy holds
a 52.9% stake in Promigas, Business News Americas states.

                     About Ashmore Energy

Ashmore Energy International Ltd. --
http://www.ashmoreenergy.com-- owns and operates a portfolio of
energy infrastructure assets in power generation, transmission,
and distribution of natural gas, gas liquids, and electric
power.  Ashmore Energy's portfolio, directly or indirectly,
consists of 19 companies in 14 countries, most of which are
located in Latin America.  The company's largest asset is
Brazilian electric distribution company, Elektro, which
represents approximately 43% of EBITDA, and 55.3% of fiscal 2006
consolidated cash flow to parent company Ashmore Energy.  The
company also operates a power plant in the Dominican Republic.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 2, 2007, Standard & Poor's Ratings Services assigned its
'BB+' foreign currency credit rating to the Republic of Peru's
(BB+/Stable/B foreign, BBB-/Stable/A-3 local currency sovereign
credit ratings) US$1.24 billion global bond due in 2037 issued
as part of a new liability management operation.




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BRAVO! BRANDS: Posts US$29.4 Mln Net Loss in Qtr. Ended March 31
----------------------------------------------------------------
Bravo! Brands Inc., formerly known as Bravo Foods International
Corp., reported a net loss of US$29.4 million for the first
quarter ended March 31, 2007, compared with a net loss of
US$276,667 for the same period last year.

Total revenue for the first quarter of 2007 was US$3,152,892, a
decrease of 11% from the first quarter of 2006 revenue of
US$3,561,215.  The decrease in revenues resulted from a
combination of the change in the product mix and sales of
products surpassing CCE's required shelf life at prices below
cost.

First quarter 2007 results include a non-cash impairment charge
of US$17.7 million to write off the carrying value of the CCE,
Hood and Jasper intangible assets, a US$3.5 million in unused
capacity penalties and a margin loss of US$315,000 due to
liquidation sales of short code dated products.

Results for the first quarter of 2006 included derivative income
of US$4,949,188, compared to derivative income for the first
quarter of 2007 of US$372,774.  Derivative income for the
quarters ended March 31, 2007 and 2006, are primarily due to the
decline in the company's common stock price during both
quarters.

Marketing expenses and advertising increased US$562,955
primarily due to the company's sponsorship of National Hot Rod
Association pro stock race cars.  Selling expenses increased
US$360,165 primarily due to the hiring of additional sales
personnel.

Interest expense, net and financing costs increased to
US$2,342,411 for the quarter ended March 31, 2007, from interest
expense of US$36,364 for the quarter ended March 31, 2006.  The
increase in interest expense was due primarily to an increase in
debt balance.  The increase was also due to the increase in
amortization of debt discounts, which amounted to approximately
US$1,363,825 for the quarter ended March 31, 2007.

At Dec. 31, 2007, the company's balance sheet showed
US$7,596,901 in total assets, US$50,320,661 in total
liabilities, and US$2,656,614 in total redeemable preferred
stock, resulting in a US$45,380,374 total stockholders' deficit.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with US$2,670,771 in total current assets
available to pay US$50,267,433 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available
for free at http://researcharchives.com/t/s?1fd7

                   Default on Senior Notes

On April 1, 2007, the company was in default of certain
provisions of the Senior Notes issued in July 2006, as amended
in December 2006, due to the company's failure to make the
required quarterly interest payment of approximately US$730,000.
The defaults entitle the holders of the Senior Notes to certain
penalties including the acceleration of the Notes at a premium.

                     Going Concern Doubt

Lazar Levine & Felix LLP, in New York, expressed substantial
doubt about Bravo! Brands Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements as of the years ended Dec. 31, 2006, and 2005.  The
auditing firm pointed to the company's net loss of US$36,697,013
for the year ended Dec. 31, 2006, working capital deficit of
US$54,378,517, and  accumulated deficit of US$157,031,836 at
Dec. 31, 2006.  The auditing firm also reported that the company
is delinquent in payment of certain debts.

The company disclosed that, under the direction of its board of
directors, it has developed a remedial plan to address the most
critical needs of the company.  These include plans to secure
new distribution partners, the introduction of new dairy based
products into different segments of the beverage market, as well
as cost containment measures.  In connection with the default of
the Senior Notes, the company is negotiating a 120-day
forbearance agreement with its July 2006 Senior Note holders.

                     About Bravo! Brands

Headquartered in North Palm Beach, Florida, Bravo! Brands Inc.
(OTC BB: BRVO.OB) -- http://www.bravobrands.com/-- develops,
brands, markets, distributes and sells flavored milk products
throughout the 50 United States, Mexico and Puerto Rico.
Bravo!'s products are available in the United States and
internationally through production agreements with regional
aseptic milk processors and are currently sold under the brand
names Slammers(R) and Bravo!(TM).


CA INC: Posts US$20 Million Net Loss in Quarter Ended March 31
--------------------------------------------------------------
CA Inc. reported a net loss of US$20 million for the fourth
quarter ended March 31, 2007, compared with a net loss of US$41
million for the same period ended March 31, 2006.  For the full
year, net income was US$118 million, compared with net income of
US$159 million reported in fiscal year 2006.

"I am pleased with CA's execution in the second half of the 2007
fiscal year as we met or exceeded our full-year guidance for
total revenue, non-GAAP earnings per share, total product and
services bookings and cash flow from operations," said John
Swainson, CA president and chief executive officer.  "Our solid
performance was a result of our increased focus on execution in
all areas of our business, with particular emphasis on our
restructuring and cost savings efforts, go-to-market strategy
and an improved operational focus.

"Over the last 12 months, we have refreshed virtually all our
major product lines and at CA WORLD in April introduced 16
Capability Solutions based on our Enterprise IT Management
vision," Swainson continued.  "We are seeing increased demand
for our infrastructure management, business service optimization
and security management offerings, which help our customers
govern, manage and secure their IT environments.  I am confident
that we have the right technology vision, products and solutions
and senior management team to continue our momentum from the
second half of fiscal 2007.

"I am also very pleased that CA has successfully concluded the
Deferred Prosecution Agreement," Swainson said.  "As a result of
the hard work of all CA employees, we are now a stronger company
and are moving forward with a sense of vigor and enthusiasm to
becoming one of the world's most successful software companies."

               Fourth Quarter and Full-Year Results

Revenue for the fourth quarter was US$1.005 billion, an increase
of 7 percent, or 4 percent in constant currency, over the
US$942 million in the comparable prior year period.  Aside from
the gains attributed to currency, the increase in revenue
primarily came from growth in subscription revenue and
professional services.  The increase was partially offset by
decreases in software fees and other revenue, maintenance and
financing fee revenue as CA continues to transition from its
prior business model.  Revenue from professional services was up
3 percent over the comparable prior year period.

For the full year, revenue was US$3.943 billion, up 5 percent,
or 3 percent in constant currency, compared to the US$3.772
billion reported in fiscal year 2006.  As in the fourth quarter,
the increase primarily was due to growth in subscription revenue
and professional services revenue.  Those increases partly were
offset by declines in software fees and other revenue,
maintenance and financing fee revenue.

Total expenses, before interest and taxes, for the fourth
quarter were US$1.017 billion, up 3 percent, compared with
US$988 million in the prior year period.  In the quarter, the
company experienced significantly higher restructuring and other
costs and expenses associated with the delivery of professional
services compared to the prior year period as well as an
increase in bonus expenditures.  This was offset partially by
significantly lower sales commission expense and amortization of
capitalized software costs.

For the full year, total expenses, before interest and taxes,
were US$3.729 billion, up 3 percent from the US$3.606 billion
reported for fiscal 2006.  The company experienced significantly
higher restructuring and other expenses and costs associated
with the delivery of professional services in fiscal year 2007
as compared to fiscal year 2006, as well as an increase in
bonuses expenditures.  This was offset partially by lower
commissions expense and lower amortization of capitalized
software costs.

The fourth quarter of fiscal year 2007 included restructuring
and other charges of US$100 million, of which US$71 million was
related to severance costs and US$8 million associated with the
closure of facilities under the fiscal year 2007 cost reduction
and restructuring plan.  For the full year, the company recorded
restructuring and other costs of US$201 million.  The fiscal
year 2007 total includes US$147 million in costs associated with
the company's fiscal year 2007 cost reduction and restructuring
plan and US$19 million in costs associated with the company's
fiscal year 2006 cost reduction and restructuring plan.

For the fourth quarter of fiscal year 2007, CA reported
US$521 million in cash flow from operations, down 8 percent from
the US$566 million reported in the prior year period.

Fourth quarter cash flow was affected negatively by a lower
volume of bookings and associated billings, and a year-over-year
reduction in the aggregate amount of single installment contract
payments over the comparable period last fiscal year.

For the full year, cash flow from operations was US$1.068
billion, compared to US$1.380 billion in the prior period.  The
company exceeded cash flow from operations guidance, in part,
due to the positive impact of US$90 million in lower-than-
expected tax payments in the fourth quarter-the majority of
which the company now expects to pay in the first half of fiscal
2008.  The full-year cash flow also was affected by a decrease
in the average time it took the company to pay vendors for
products and services, higher expenses, and increased
restructuring costs.  In addition, cash flow also was negatively
affected by contributions to CA's employee 401(k) savings plan
in fiscal year 2007 that were not made in the prior fiscal year.

                         Capital Structure

The balance of cash and marketable securities at March 31, 2007,
was US$2.280 billion.  With US$2.583 billion in total debt
outstanding, the company has a net debt position of
approximately US$303 million.

Over the course of fiscal year 2007, CA repurchased
approximately 51 million shares of its common stock at an
aggregate cost of approximately US$1.2 billion.

The company also announced that it currently is in the process
of executing an accelerated share repurchase of up to US$500
million in common shares.  The transaction will be financed with
existing cash.

"Our decision to continue our stock repurchases is an indication
of our confidence in CA's ability to generate healthy cash flows
and in our long-term business position," said Nancy Cooper, CA's
chief financial officer.  "The program also speaks to our
strategy of balancing the way we allocate our capital."

At March 31, 2007, the company's balance sheet showed
US$10.585 billion in total assets, US$6.895 billion in total
liabilities, and US$3.690 billion in total stockholders' equity.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with US$3.101 billion in total current assets
available to pay US$3.714 billion in total current liabilities.

                        About CA Inc.

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.




=================================
T R I N I D A D   &   T O B A G O
=================================


INVACARE CORP: Board Declares US$0.0125 Per Share Cash Dividend
---------------------------------------------------------------
Invacare Corporation's Board of Directors has declared a cash
dividend of US$0.0125 per share on its common shares and
US$0.011364 per share on its Class B common shares payable
July 13, 2007, to shareholders of record on July 3, 2007.

Headquartered in Elyria, Ohio, Invacare Corp. (NYSE: IVC) --
http://www.invacare.com/-- is the global leader in the
manufacture and distribution of innovative home and long-term
care medical products.  The company has 5,900 associates and
markets its products in 80 countries around the world.  In the
Caribbean, Invacare products are distributed in Barbados, the
Dominican Republic, and Trinidad and Tobago.

                        *     *     *

As reported in the Troubled Company Reporter on Jan. 22, 2007,
Moody's Investors Service assigned a Ba2 rating on the company's
proposed US$400 million Senior Secured Credit Facility, a B2
rating on the company's proposed US$175 million Senior Notes due
2015, and a B3 rating on the company's proposed US$125 million
Senior Subordinated Convertible Notes due 2027.

Standard & Poor's Ratings Services assigned its B corporate
credit rating to Invacare Corp.  At the same time, S&P assigned
a B+ rating on the company's proposed US$400 million Senior
Secured Credit Facility, consisting of a US$150 million Revolver
maturing in 2012 and a US$250 million Term Loan maturing in
2013.

Standard & Poor's also assigned its B- rating to the company's
proposed US$175 million senior unsecured notes maturing in 2015
and its CCC+ rating to the company's proposed US$125 million
senior subordinated convertible notes maturing in 2027.


PAYLESS SHOESOURCE: Moody's May Cut Low-B Ratings After Review
--------------------------------------------------------------
Moody's Investors Service placed the ratings of Payless
Shoesource, Inc. on review for possible downgrade following the
company's announcement on May 22, 2007, of its definitive
agreement to acquire Stride Rite for approximately $800 million
plus the assumption of Stride Rite debt, which currently
consists of only borrowings under its revolver.

Moody's notes that while the acquisition will provide Payless
with a complementary stable of solid brands, the review for
possible downgrade reflects the substantial amount of debt
incurred to finance the transaction which will likely result in
a deterioration of credit metrics.

These ratings are placed on review for possible downgrade:

   -- Corporate family rating at Ba3;
   -- Probability of default rating at Ba3;
   -- $200 million 8.25% senior subordinated notes at B1; and
   -- LGD assessments are also subject to change.

The all cash offer of US$20.50 per share represents a 32%
premium over Stride Rite's average stock price over the past 90
days. Concurrent with the closing of the transaction, Payless
intends to rename the company Collective Brands, Inc., and, as a
holding company, will operate three standalone business units.
While a specific structure to finance the transaction has yet to
be announced, the company has announced its intention to likely
use approximately US$200 million of its excess cash to finance
the transaction, with the remaining amount, nearly 75%of the
purchase price, financed with debt.  In addition, the company
has announced its intention to leave the US$200 million 8.25%
notes in place and has received commitments from both Citigroup
and JPMorganChase to provide financing in the amount of $750
million in connection with the transaction.

The review will focus on Payless's plans to integrate and grow
the Stride Rite business unit, the post-acquisition capital
structure and corresponding credit metrics, the combined
company's ability to realize cost synergies and areas of
leverage, as well as the company's future financial policies,
including liquidity and acquisition appetite.

Headquartered in Topeka, Kansas, Payless ShoeSource Inc.
(NYSE:PSS) -- http://www.payless.com/-- is a family footwear
specialty retailer with 4,605 retail stores, as of fiscal
yearend Jan. 28, 2006 (fiscal 2005), including 22 stores not
open for operations.  The Company's Payless ShoeSource retail
stores in the United States, Canada, the Caribbean, Central
America, South America and Japan sold 182 million pairs of
footwear, in fiscal 2005.  The Company operates its business in
two segments -- Payless Domestic and Payless International.  The
Payless Domestic segment includes retail operations in the
United States, Guam and Saipan.  The Payless International
segment includes retail operations in Canada; Puerto Rico; the
United States Virgin Islands; Japan; the South American Region,
which includes Ecuador, and the Central American Region, which
includes Costa Rica, Guatemala, El Salvador, the Dominican
Republic, Honduras, Nicaragua, Panama and Trinidad and Tobago.




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


NAVIOS MARITIME: Prices Public Offering at US$10 Per Share
----------------------------------------------------------
Navios Maritime Holdings Inc. has priced an offering of
11,500,000 common shares at a public offering price of US$10.00
per share.  In connection with the offering, the underwriters
will be granted a 30-day option to purchase from Navios up to
1,725,000 additional shares of common stock to cover any over-
allotments.  Navios intends to use the net proceeds of this
offering to fund growth and general corporate purposes.

J.P. Morgan Securities Inc. and Merrill Lynch & Co. acted as
joint book-running managers of the offering. S. Goldman Advisors
LLC and Dahlman Rose & Company acted as co-managers.

When available, copies of the prospectus and prospectus
supplement relating to the offering may be obtained from:

        J.P. Morgan Securities Inc.
        National Statement Processing, Prospectus Library
        4 Chase Metrotech Center, CS Level
        Brooklyn, NY 11245
        Tel: (718) 242-8002

                -- or --

        Merrill Lynch & Co.
        4 World Financial Center
        New York, NY 10080
        Tel: (212) 449-1000

Navios Maritime Holdings Inc. (Nasdaq: BULK, BULKU, BULKW) --
http://www.navios.com/-- is a vertically integrated global
seaborne shipping company, specializing in the worldwide
carriage, trading, storing, and other related logistics of
international dry bulk cargo transportation.  The company also
owns and operates a port/storage facility in Uruguay and has in-
house technical ship management expertise.  It maintains offices
in Piraeus, Greece, South Norwalk, Connecticut and Montevideo,
Uruguay.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
April 5, 2007, in connection with Moody's Investors Service's
implementation of its new Probability-of-Default and Loss-Given-
Default rating methodology for the existing non-financial
speculative-grade corporate issuers in Europe, Middle East and
Africa last week, the rating agency confirmed its B1 Corporate
Family Rating for Navios Maritime Holdings Inc.

The implementation of the LGD methodology in EMEA follows the
introduction of the methodology in September 2006.  Most of the
rating actions Moody's confirmed relate to senior secured loans.

                                                      Projected
                            Old POD  New POD  LGD     Loss-Given
   Debt Issue               Rating   Rating   Rating  Default
   ----------               -------  -------  ------  ----------
   Senior Unsecured
   Regular Bond/
   Debenture Due 2014       B2        B3      LGD5     80%


ROYAL & SUN: Launches Offer to Buy Out Unit's Minority Owners
-------------------------------------------------------------
Royal & Sun Alliance Insurance Group plc, through its wholly
owned unit RSA Overseas Holdings B.V., disclosed a cash tender
offer for all of the outstanding shares in Codan A/S it does not
own.

The Tender Offer is open to all Codan shareholders -- except
those in Canada, Australia or Japan or any other jurisdictions
in which the making of the Tender Offer or the acceptance
thereof would be contrary to the laws of the relevant
jurisdiction -- at a price of DKK605 per share, valuing the
Codan Minority Shares at DKK6.414 billion.

Consistent with R&SA's objective of maintaining financial
flexibility and rating agency capital, the Tender Offer will be
funded through a combination of around GBP300 million of equity
and existing resources.  The transaction will simplify the Group
structure and capital position.

The Codan Board has unanimously recommended the Tender Offer to
Codan's shareholders. The three directors who are R&SA employees
did not participate in the deliberations or the Codan Board
resolution.

"We have a strong portfolio of businesses and are committed to
delivering sustainable profitable performance," Andy Haste,
Group CEO.  "Codan is a core part of the Group.  The acquisition
of the minority shareholding demonstrates the strategic
importance of Codan and enhances our platform for delivering
profitable growth.  The transaction is expected to be mildly
earnings accretive in 2008 and I am confident in the long-term
prospects for this business.  We have made a strong start to the
year and we reaffirm our expectation that the Group will deliver
a combined operating ratio of better than 95% for 2007."

                          Tender Offer

The consideration offered under the Tender Offer is DKK605 in
cash per Codan share.  The Tender Offer, unless extended, will
expire on June 21, 2007, at 8:00 p.m.  If the conditions of the
Tender Offer are either met or waived at this time, settlement
is expected on or before June 29, 2007.

The offer price represents a premium of 15% to Codan's closing
share price of DKK525 on May 23, 2007 and 18% to the six-month
volume weighted average.

As Codan is core to the R&SA Group and its objective of
delivering sustainable profitable performance, RSA B.V. welcomes
any additional shares it can obtain. Consequently, this Tender
Offer is not subject to a specific acceptance level.

If, upon settlement, RSA B.V. owns more than 90% of Codan's
outstanding share capital, RSA B.V. intends to initiate
compulsory acquisition procedures and seek to de-list Codan
shares from the Copenhagen Stock Exchange.

Completion of any compulsory acquisition procedures is expected
to be early January 2008.

                       Equity Placing

Consistent with the objective of maintaining financial
flexibility and rating agency capital, R&SA is today undertaking
a private placing of new R&SA ordinary shares of 27.5p each to
raise around GBP300 million in connection with the Tender Offer.

JPMorgan Cazenove and Merrill Lynch are acting as joint lead
managers and bookrunners to the Placing.  The Placing will be
fully underwritten by J.P. Morgan Securities Limited and Merrill
Lynch and will be conducted in accordance with the terms and
conditions set out in the Appendix to this announcement.

                  About Royal & Sun Alliance

Headquartered in London, United Kingdom, Royal & Sun Alliance
Insurance Group Plc -- http://www.royalsunalliance.com/--
provides risk management and insurance solutions through two
divisions focusing on property & casualty business and personal
insurance.  The group consists of three regions -- U.K.,
Scandinavia and International.  The group operates in the U.K.,
Argentina, Bahrain, Belgium, Brazil, Canada, Chile, China,
Colombia, Denmark, Egypt, France, Germany, Hong Kong, India,
Ireland, Italy, Latvia, Lithuania, Malaysia, Mexico, Netherland
Antilles, the Netherlands, Norway, Oman, Saudi Arabia,
Singapore, Sweden, UAE, Uruguay, U.S.A. and Venezuela.

                        *     *     *

A.M. Best Co. has placed the financial strength ratings of C++
(Marginal) and the issuer credit ratings of "b" of the Royal &
SunAlliance U.S.A. Insurance Pool and Royal Surplus Lines
Insurance Company under review with developing implications
pending the completion of the proposed sale of these operations
to Arrowpoint Capital, a new company formed by the existing
management team of these operations.  All the above companies
are domiciled in Wilmington, Delaware.  R&SAUS and RSLIC are
U.S. subsidiaries of Royal & Sun Alliance Insurance Group plc
(London, England).

Standard & Poor's Ratings Services lowered its counterparty
credit and insurer financial strength ratings on Royal & Sun
Alliance Insurance Group PLC's U.S. insurance operations (RSA
USA) to 'BB' from 'BB+'.  S&P said the outlook remains negative.
At the same time, the ratings were withdrawn at the request of
the companies' management.




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


GENERAL MOTORS: Debt Issuance News Cues Fitch to Cut Debt Rating
----------------------------------------------------------------
Fitch Ratings has downgraded General Motors Corporation's senior
unsecured debt rating to 'B-/RR5' from 'B/RR4'.  GM's Issuer
Default Rating remains at 'B' and is still on Rating Watch
Negative (along with the other outstanding ratings) by Fitch
following the company's announcement that it will be raising
US$4.1 billion in secured financing and US$1.1 billion in senior
unsecured convertible securities.

The US$4.1 billion 364-day facility, to be secured by GM's
common equity holdings in GMAC, will be assigned a rating of
'BB/RR1', while the senior unsecured convertible securities will
be rated 'B-/RR5'.

The downgrade of GM's senior unsecured rating reflects the
increase in potential debt levels resulting from the new
financing, which could further impair unsecured recoveries in
the event of any eventual bankruptcy filing.  The ratings remain
on Rating Watch Negative pending the resolution of the Delphi
situation and the associated risks to production at GM.  Despite
absorbing significant liabilities to resolve the Delphi
situation, core wage and benefit issues have yet to be resolved.

The downgrade reflects the increase in debt levels and the
resulting reduced recovery expectations for senior unsecured
debt holders.  In Fitch's previous press release (dated Nov. 13,
2006) Fitch stated that senior unsecured recoveries were
expected to be on the lower end of the 'RR4' range (30-50%
recovery expectations) and that any further changes to the
liability structure could result in a downgrade of the senior
unsecured rating.  Recovery prospects are now on the upper end
of the 'RR5' range, corresponding to 10-30% recovery prospects
(see Fitch's recovery report dated Sept. 19, 2006).

The new debt will further boost liquidity and financial
resources during GM's restructuring period and the upcoming UAW
talks.  Although negative cash flows are expected to continue at
least through 2007, healthy liquidity provides ample flexibility
to continue on GM's restructuring efforts.  At March 31, 2007,
GM had US$24.7 billion in cash (plus US$14.6 billion in long-
term VEBA assets), which could be further supplemented by
proceeds from the sale of Allison Transmission.

GM remains in the early stages of its long-term restructuring
program.  Although meaningful reductions have taken place in
GM's fixed cost structure through hourly buyout programs,
reductions in salaried headcount and changes to hourly and
salaried health care programs, cash flow is expected to remain
negative in 2007.  A reversal of negative cash flows will depend
on a stabilization of market shares, as well as further cash
cost reduction efforts.  The upcoming UAW contract will play a
key role in determining GM's ability to shape a competitive cost
structure, with progress expected across a range of issues.

The main near-term issue remains health care costs, and Fitch
believes that even significant progress on GM's health care
liabilities during the current talks will still leave GM with a
heavy cost disadvantage versus transplant manufacturers.
Restoration of competitive margins will be unachievable without
creating a long-term solution to these liabilities, and creative
solutions will continue to be explored.  As the Delphi situation
shows, reaching an agreement with the UAW will represent a
significant challenge due to the steep progress that needs to be
made, with ratification presenting a further challenge.  The
pending sale of Chrysler to Cerberus also adds a new dimension
to the contract talks.

Over the longer term, the achievement of competitive margins
will also depend on GM's ability to realize significant
efficiencies in areas such as platform consolidation, design and
engineering efficiencies, capacity utilization, supplier costs
and flexible manufacturing.  Even in a best-case scenario, Fitch
expects that meaningful progress in these areas will still
result in a significant margin differential versus transplant
manufacturers through the end of the decade, producing the need
for further restructuring actions.

Despite strong new product introductions and progress on cost
reductions, first quarter results in North America demonstrated
limited progress toward sustainable profitability.  GM's new
offerings in the large SUV and pickup categories over the past
several quarters have solidified GM's market strength in these
categories.  However, Fitch expects that GM's revenues will come
under increasing pressure in the second half of 2007 due to the
completion of these rollouts, the weak housing market, high gas
prices, and potential cutbacks in pickup truck production.
These factors could also be exacerbated by weaker economic
conditions.  Over the intermediate term, success in the
company's restructuring program will be dependent on stabilizing
North American market share and revenues, which will represent a
significant challenge through at least 2008.

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- the
world's largest automaker, has been the global industry sales
leader since 1931.  Founded in 1908, GM employs about 317,000
people around the world.  It has manufacturing operations in 32
countries.

General Motors has Asia Pacific operations in India, China,
Indonesia, Japan, the Philippines, among others. I t has
locations in European countries including Belgium, Austria, and
France.  In Latin America, the company maintains locations in
Argentina, Brazil, Chile, Colombia, Ecuador, Venezuela, Paraguay
and Uruguay.


PETROLEOS DE VENEZUELA: Citizens Buy 63% of Bonds on Sale
---------------------------------------------------------
Econoinvest-Casa de Bolsa Finance Vice President Jose Gonzalez
told Prensa Latina that common Venezuelan citizens purchased
about 63% of Venezuela's state-run oil firm Petroleos de
Venezuela SA's bonds on sale.

Mr. Gonzalez said in a report to the National Assembly that over
122,000 people purchased the bonds, Prensa Latina notes.

Some 497,054 orders were received for an equivalent of
US$7,260,000.  The remaining US$230 million in bonds were due to
duplicate applications and non-honored purchases Petroleos de
Venezuela allotted to the Finance Ministry, Prensa Latina says,
citing Mr. Gonzalez.

Econoinvest coordinated the sale of the bonds nationally, while
Dutch firm Algemene Bank Nederland organized the sale in the
international market, Prensa Latina states.

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.

                        *     *     *

Standard & Poor's said on July 17 that it may lower the
company's B+ foreign-currency debt rating in part because of the
absence of timely financial and operating information.


PETROLEOS DE VENEZUELA: Names Asdrubal Chavez as Vice President
---------------------------------------------------------------
Venezuelan state-run oil company Petroleos de Venezuela SA has
appointed trade and supply director Asdrubal J. Chavez as its
vice president, as per resolution number 5354 published in the
Official Gazette on May 23, according to a report by Venezuelan
official news agency Agencia Bolivariana de Noticias.

According to El Universal, Mr. Chavez is a chemical engineer who
graduated from the University of Los Andes in 1979.  He first
worked at the El Palito plant in central Venezuela in 1979.  In
2000 he was assigned to the Production and Commerce Ministry to
assist with its restructuring.  He was appointed as the
executive director responsible for Commerce and Supply at
Petroleos de Venezuela in 2004.  He was also the head of the
team that negotiated the 2004-2006 Collective Labor Contract.
In January 2005, he became Petroleos de Venezuela's managing
internal director.

Business News Americas relates that Petroleos de Venezuela has
two other vice presidents -- Alejandro Granado in refining and
Luis Vierma in exploration and production.

According to BNamericas, Mr. Granado will soon leave for Houston
to assume the presidency of Citgo Petroleum Corporation,
Petroleos de Venezuela's US refining and marketing arm.

The resolution also authorizes Rafael Dario Ramirez Carreno to
be Petroleos de Venezuela's chief executive officer, El
Universal states.

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.

                        *     *     *

Standard & Poor's said on July 17 that it may lower the
company's B+ foreign-currency debt rating in part because of the
absence of timely financial and operating information.


PETROLEOS DE VENEZUELA: Will Ship Heavy Fuel Oil to Marubeni
------------------------------------------------------------
Venezuelan state-run oil company Petroleos de Venezuela SA will
ship heavy fuel oil to Japanese trading firm Marubeni Corp. as
part of the repayment for a US$3.5-billion loan, Hector Forster
at Bloomberg News reports, citing Marubeni.

Bloomberg News' Mr. Forster relates that Marubeni and Mitsui &
Co. signed a US$3.5-billion contract in February 2007 to provide
funds in exchange for crude oil and petroleum products from
Venezuela for 15 years.

Marubeni said in a filing with the Tokyo Stock Exchange in
February 2007 that under the loan accord, Venezuela will to
supply the companies up to to 30,000 barrels of crude oil
equivalent per day.

However, a Mitsui spokesperson said that the company wouldn't
get a cargo from Petroleos de Venezuela, as part of an accord
with Marubeni, according to Bloomberg News' Mr. Forster.

Petroleos de Venezuela will supply up to 280,000 metric tons of
heavy fuel oil at Bonaire terminal in the Caribbean from May 27
to May 29 for shipment to Singapore.  The heavy oil Petroleos de
Venezuela will send is the first shipment of fuel as part of the
loan agreement.  The next delivery will still be determined, a
Marubeni spokesperson told Bloomberg News' Mr. Forster.

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.

                        *     *     *

Standard & Poor's said on July 17 that it may lower the
company's B+ foreign-currency debt rating in part because of the
absence of timely financial and operating information.


* VENEZUELA: Ministry Launches Mining Firms Evaluation
------------------------------------------------------
The Venezuelan basic industries and mining ministry Mibam said
it has launched the first stage of a program to assess private
and state-run mining companies, Business News Americas reports.

BNamericas relates that the firms are required to submit reports
and production plans.

Deputy Mining Minister Ivan Hernandez said in a statement that
or a month, over 30 firms will appear before the ministry to
explain production procedures, reserves, investment projects and
other proposals related to their activities.  The initiative is
aimed at strengthening and developing policies that let mining
become the second most productive sector in Venezuela after oil.

According to the deputy mining minister's statement, these are
some of the firms required to file reports in the first stage:

          -- state gold miner Minerven,
          -- Hecla Mining subsidiary Minera Hecla Venezolana,
          -- US company Drummond's Minera Loma de Niquel,
          -- Carbones de la Guajira,
          -- Promotora Minera Guayana, and
          -- Carbones del Suroeste.

BNamericas notes that the program's second phase will be
launched in July or August.  It will involve the evaluation of
mining projects presented by different public and private
organizations throughout Venezuela.

Deputy Mining Minister Hernandez told BNamericas, "Some of the
big projects that we will study closely in the second phase deal
with gold and diamond mining in Bolivar state, as well as others
for metallic and non-metallic mining in different regions of
Venezuela."

The report says that the gold projects include:

          -- US firm Gold Reserve's Las Brisas, and
          -- Canadian company Crystallex International's Las
             Cristinas.

Once the mining plans have been reviewed, Mibam will audit each
of the firms' to validate the information presented, Deputy
Mining Minister Hernandez said in a statement.

                        *     *     *

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.


* BOND PRICING: For the Week May 21 to May 25, 2007
---------------------------------------------------

Issuer                   Coupon     Maturity   Currency   Price
------                   ------     --------   --------   -----

ARG Boden                2.000      9/30/08      ARS    42.4194
Argent-Par               0.630     12/31/38      ARS    57.0313
CESP                     9.750      1/15/15      BRL    59.0625
Colombia TES             4.750      2/23/23      COP    59.8347
Petroleos de Venezuela   5.375      4/12/37      USD    72.5250
Petroleos de Venezuela   5.500      4/12/37      USD    70.5750
Soc Gen Accept           5.000      9/22/20      EUR    72.7700
Vontobel Cayman         10.400     12/28/07      CHF    61.9500
Vontobel Cayman         10.700     12/28/07      CHF    58.5500
Vontobel Cayman         11.200     12/28/07      CHF    71.3000
Vontobel Cayman         11.400     12/28/07      CHF    65.3500
Vontobel Cayman         11.650     12/28/07      CHF    65.5500
Vontobel Cayman         11.850     12/28/07      CHF    70.3000
Vontobel Cayman         13.150     10/25/07      CHF    72.7000
Vontobel Cayman         13.350     12/28/07      CHF    67.9500
Vontobel Cayman         13.450     12/28/07      CHF    67.9500
Vontobel Cayman         14.900     12/28/07      CHF    66.9500
Vontobel Cayman         16.000     12/28/07      CHF    52.6000
Vontobel Cayman         16.800     12/28/07      CHF    44.2000
Vontobel Cayman         18.550      5/25/07      CHF    68.1500
Vontobel Cayman         22.850     12/28/07      CHF    43.8000

* Fitch Reviews Global Wireless Growth
--------------------------------------
In Fitch Ratings' review of 63 operators from 28 different
countries, total aggregate wireless subscribers reached 1.257
billion for 2006, representing an annual growth of 18.9%, which
compares favorably with the 2005 annual growth rate of 18.7%.The
annual growth rate for individual regions of this study for 2006
consisted of 14.1% for the United States/Canada, 6.1% for
Western Europe, 34.5% for Latin America and 20% for Asia.  Of
interest, Asia is the only region that experienced an increase
in 2006 of its annual growth rate, which was 17.5% for 2005.

This trend is in part a result of exceptionally strong growth in
India, with an annual growth rate of approximately 100% in 2006,
along with an increase in growth for China Mobile Ltd.  India
remains under-penetrated for wireless and exceptional growth
should continue well into the future.  China experienced a surge
of subscriber growth as the penetration increased in more rural
areas of that country.

In Fitch's study, prepaid subscribers as a percentage of the
total global aggregate subscriber base was 58%. This level of
total global prepaid subscribers represents a growth of
approximately 23% for 2006 compared to approximately 15% for
postpaid subscribers.  The prepaid percentage of the total
subscriber mix should continue to increase, as some of the
faster growing wireless markets, such as India, also have the
highest prepaid mix percentages.  Prepaid penetration is highest
in countries with relatively expensive and difficult to acquire
fixed line services.  Additionally, decreases in tariff rates
have spurred prepaid wireless as a substitution for fixed-line
services.

Additional statistical comparisons through yearend 2006 and
commentary can be found in Fitch's special report, "Global
Wireless Review: Statistics and Commentary," which contains a
two-year quarterly review of 14 major operating statistics for
approximately 63 wireless operators spanning 28 countries.  The
report also includes summary reviews of regional developments
related to wireless activity in North America, Europe/Middle
East/Africa, Asia/Pacific, and Latin America.


                         ***********


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

Troubled Company Reporter - Latin America is a daily newsletter
co-published by Bankruptcy Creditors' Service, Inc., Fairless
Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick,
Maryland USA.  Marjorie C. Sabijon, Sheryl Joy P. Olano, Rizande
delos Santos, and Christian Toledo, Editors.

Copyright 2007.  All rights reserved.  ISSN 1529-2746.

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