TCRLA_Public/070712.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

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

            Thursday, July 12, 2007, Vol. 8, Issue 137

                          Headlines

A R G E N T I N A

A LOS HORTELANOS: Proofs of Claim Verification Ends on Oct. 3
AEROPAGO SA: Proofs of Claim Verification Deadline Is Aug. 14
DANA CORP: Mauritius Unit Closes 4% Capital Buy of Dongfeng Dana
EMPRESA EL CONDOR: Proofs of Claim Verification Is Until July 25
FRUTICOLA BL: Proofs of Claim Verification Ends on Sept. 21

MANPA SA: Proofs of Claim Verification Deadline Is Aug. 29
MATADERO Y FRIGORIFICO: Claims Verification Deadline Is Sept. 3
QUEBECOR MEDIA: Plans to Offer US$750 Million of Senior Notes
QUEBECOR MEDIA: S&P Rates Proposed US$750 Mil. Senior Notes at B
R.G. POLERO: Proofs of Claim Verification Deadline Is Aug. 31

SUNDE RAFAEL: Proofs of Claim Verification Is Until Sept. 3
YPF SA: Dresdner Kleinwort Puts Hold Rating on Repsol's Shares


B A R B A D O S

DIGICEL LTD: Working with Research in Motion to Boost BlackBerry


B E R M U D A

ARION INSURANCE: Chapter 15 Petition Summary
BLUE TERCEL: Sets Final General Meeting for July 16
BMS ALPHA: Final General Meeting Is Set for July 24
SCOTTISH RE: Nate Gemmiti Quits as Senior VP & General Counsel
SEA CONTAINERS: Gives Update on FSD Warning from U.K. Regulator

WARNER CHILCOTT: Signs License Deal with Paratek Pharmaceuticals


B O L I V I A

INTERNATIONAL PAPER: Declares US$0.25 a Share Quarterly Dividend
PRIDE INT'L: Inks US$612 Mil. Purchase Pact with Samsung Heavy
PRIDE INT'L: Increases Salaries & Bonuses of Executive Officers


B R A Z I L

AMC ENTERTAINMENT: Appoints Four New Associates
BANCO NACIONAL: Coelce Borrowing BRL330 Million from Bank
COMPANHIA DE BEBIDAS: Unit Plans Guaranteed Note Offering
DAIMLERCHRYSLER AG: UBS Maintains Buy Rating on Firm's Shares
DELPHI CORP: Formally Terminates Cerberus Capital Agreement

FREESCALE SEMICONDUCTOR: Launches Exchange Offers for Sr. Notes
GERDAU AMERISTEEL: To Buy Chaparral Steel for US$4.22 Billion
KENDLE INTERNATIONAL: To Offer US$150 Mil. of Conv. Senior Notes
LAZARD LTD: Inks Purchase Agreement with Goldsmith Agio
PETROLEO BRASILEIRO: Refinery Project Will be in Strategic Plan

REALOGY CORP: Closes Change of Control Offer for US$1.2B Notes
TELEMIG CELULAR: Owners to Assess Takeover Bids for Firm


C A Y M A N   I S L A N D S

ANTHRACITE BALANCED: Proofs of Claim Filing Ends on Aug. 9
ANTHRACITE BALANCED: Sets Last Shareholders Meeting for Aug. 9
ASAP FUNDING: Proofs of Claim Filing Is Until Aug. 9
ASAP CURRENCY: Proofs of Claim Filing Is Until Aug. 9
ASIAN FUNDING: Proofs of Claim Filing Ends on Aug. 9

ASPECT TRADING: Proofs of Claim Filing Ends on Aug. 9
CHESHIRE FINANCE: Proofs of Claim Filing Deadline Is Aug. 9
DRAGON MBS: Proofs of Claim Must be Filed by Aug. 9
GREENSTREAM MF: Proofs of Claim Filing Deadline Is Aug. 9
HFT REAL: Proofs of Claim Must be Filed by Aug. 9

MORGAN STANLEY: Proofs of Claim Filing Deadline Is Aug. 9
NFA (CAYMAN): Sets Last Shareholders Meeting for Aug. 9
OAM FINANCE: Proofs of Claim Must be Filed by Aug. 9
OFFSHORE CRUDE: Proofs of Claim Must be Filed by Aug. 9
OFFSHORE CRUDE: Sets Last Shareholders Meeting for Aug. 9

OWWS LIMITED: Proofs of Claim Filing Deadline Is Aug. 9


C O L O M B I A

BANCOLOMBIA: Local Stock Market Share Sale Brings in COP324B
BRIGHTPOINT INC: Extends Services Pact with Virgin Mobile
PARKER DRILLING: Names David Mannon as President & COO

* BOGOTA: Fitch Lifts Issuer Default Rating to BB+ from BB
* COLOMBIA: Gov't Okays Sale of Shares in Five Power Utilities


C U B A

* CUBA: Launches Free Trade Pact Talks with Dominican Republic


D O M I N I C A N   R E P U B L I C

BANCO INTERCONTINENTAL: Jose Malkun Says Fraud Case to End Soon

* DOMINICAN REPUBLIC: Launches Free Trade Pact Talks with Cuba


M E X I C O

ADVANCED MICRO: Special Stockholders Meeting Set for July 16
BANCA MIFEL: Fitch Rates US$125 Mil. Subordinated Notes at B+
BANCA MIFEL: S&P Places B- Rating on US$125-Million Notes
CARDTRONICS INC: Moody's Junks Rating on Planned US$125MM Notes
CEMEX SAB: Begins Compulsory Acquisition of Rinker's Shares

CORPORACION DURANGO: Fitch Rates Planned US$520-Mil. Notes at B+
LEVI STRAUSS: May 27 Balance Sheet Upside-Down by US$865.2 Mil.
PORTRAIT CORP: Insurers Balks at Joint Second Amended Plan


P A N A M A

PAYLESS SHOESOURCE: Enters Into Remodelling Contracts with Quest


P E R U

CUMMINS INC: Board Ups Dividend by 39% to US$0.25 Per Share
HARMONY GOLD: Fitch Puts BB+ Rating on US$350-Mil. Senior Bonds


P U E R T O   R I C O

COVENTRY HEALTH: Moody's Affirms Senior Unsec. Debt's Ba1 Rating
PEP BOYS: Hires Troy E. Fee as HR Senior Vice President


V E N E Z U E L A

CITGO PETROLEUM: Wildlife Service Official Testifies in Trial
PETROLEOS DE VENEZUELA: Head Defends Firm in Oil Field Conflict
PETROLEOS DE VENEZUELA: Investing US$4B in Projects with Iran
PETROLEOS DE VENEZUELA: Says Oil Output in Western Part Normal


                         - - - - -


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


A LOS HORTELANOS: Proofs of Claim Verification Ends on Oct. 3
-------------------------------------------------------------
Raul Alberto Sena, the court-appointed trustee for A Los
Hortelanos S.R.L.'s bankruptcy proceeding, verifies creditors'
proofs of claim until Oct. 3, 2007.

Mr. Sena will present the validated claims in court as
individual reports on Nov. 19, 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 A los Hortelanos 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 A los Hortelanos'
accounting and banking records will be submitted in court on
Feb. 6, 2007.

Mr. Sena is also in charge of administering A los Hortelanos'
assets under court supervision and will take part in their
disposal to the extent established by law.

The trustee can be reached at:

          Raul Alberto Sena
          Bartolome Mitre 734
          Buenos Aires, Argentina


AEROPAGO SA: Proofs of Claim Verification Deadline Is Aug. 14
-------------------------------------------------------------
Adalberto Abel Corbelleri, the court-appointed trustee for
Aeropago S.A.'s bankruptcy proceeding, verifies creditors'
proofs of claim until Aug. 14, 2007.

Mr. Corbelleri will present the validated claims in court as
individual reports on Sept. 26, 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 Aeropago 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 Aeropago's accounting
and banking records will be submitted in court on Nov. 8, 2007.

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

The debtor can be reached at:

          Aeropago S.A.
          Lavalle 1578
          Buenos Aires, Argentina

The trustee can be reached at:

          Adalberto Abel Corbelleri
          Avenida Carabobo 237
          Buenos Aires, Argentina


DANA CORP: Mauritius Unit Closes 4% Capital Buy of Dongfeng Dana
----------------------------------------------------------------
Dana Corporation's wholly owned subsidiary, Dana Mauritius
Limited, closed the purchase of 4% of the registered capital of
Dongfeng Dana Axle Co, Ltd. from Dongfeng Motor Co, Ltd. and
certain of its affiliates under the amended sale and purchase
agreement among the parties that have been reported previously.

Dana Mauritius paid about US$5 million for this equity interest.

Under the amended sale and purchase agreement, Dana Mauritius
has agreed, subject to certain conditions, to purchase an
additional 46% equity interest in Dongfeng Dana Axle Co, Ltd.
within the next three years for about US$55 million.

Dongfeng Dana is a Chinese commercial vehicle axle manufacturer
formerly known as Dongfeng Axle Co, Ltd.

                       About Dana Corp.

Toledo, Ohio-based Dana Corp. -- http://www.dana.com/-- designs
and manufactures products for every major vehicle producer in
the world, and supplies drivetrain, chassis, structural, and
engine technologies to those companies.  Dana employs 46,000
people in 28 countries.  Dana is focused on being an essential
partner to automotive, commercial, and off-highway vehicle
customers, which collectively produce more than 60 million
vehicles annually.

Dana has facilities in China in the Asia-Pacific, Argentina in
the Latin American regions, and Italy in Europe.

The company and its affiliates filed for chapter 11 protection
on March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  As of
Sept. 30, 2005, the Debtors listed US$7,900,000,000 in total
assets and US$6,800,000,000 in total debts.

Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day,
in Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq.,
Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represent the Debtors.  Henry S. Miller at
Miller Buckfire & Co., LLC, serves as the Debtors' financial
advisor and investment banker.  Ted Stenger from AlixPartners
serves as Dana's Chief Restructuring Officer.

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel
LLP, represents the Official Committee of Unsecured Creditors.
Fried, Frank, Harris, Shriver & Jacobson, LLP serves as counsel
to the Official Committee of Equity Security Holders.  Stahl
Cowen Crowley, LLC serves as counsel to the Official Committee
of Non-Union Retirees.

The Debtors' exclusive period to file a plan expires on
Sept. 3, 2007.  They have until Nov. 2, 2007, to solicit
acceptances of that plan.


EMPRESA EL CONDOR: Proofs of Claim Verification Is Until July 25
----------------------------------------------------------------
Raul Tallano, the court-appointed trustee for Empresa El Condor
S.R.L.'s reorganization proceeding, verifies creditors' proofs
of claim on July 25, 2007.

Mr. Tallano will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance in Santa Fe 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 Empresa El
Condor 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 Empresa El Condor's
accounting and banking records will be submitted in court.

Infobae didn't state the reports submission deadline.

The debtor can be reached at:

         Empresa El Condor S.R.L.
         Belgrano 2910
         Santa Fe, Argentina

The trustee can be reached at:

         Raul Tallano
         Suipacha 2626
         Santa Fe, Argentina


FRUTICOLA BL: Proofs of Claim Verification Ends on Sept. 21
-----------------------------------------------------------
Estudio Guaita-Suez y Asociados, the court-appointed trustee for
Fruticola BL S.A.'s bankruptcy proceeding, verifies creditors'
proofs of claim until Sept. 21, 2007.

Estudio Guaita-Suez will present the validated claims in court
as individual reports.  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 Fruticola
BL 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 Fruticola BL's
accounting and banking records will be submitted in court.

Infobae didn't state the reports submission dates.

Estudio Guaita-Suez is also in charge of administering Fruticola
BL's assets under court supervision and will take part in their
disposal to the extent established by law.

The trustee can be reached at:

          Estudio Guaita-Suez y Asociados
          Carlos Calvo 839
          Buenos Aires, Argentina


MANPA SA: Proofs of Claim Verification Deadline Is Aug. 29
----------------------------------------------------------
Miguel Angel Perez, the court-appointed trustee for Manpa S.A.'s
bankruptcy proceeding, verifies creditors' proofs of claim until
Aug. 29, 2007.

Mr. Perez will present the validated claims in court as
individual reports on Oct. 10, 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 Manpa 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 Manpa's accounting
and banking records will be submitted in court on Nov. 22, 2007.

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

The trustee can be reached at:

          Miguel Angel Perez
          Roque Saenz Pena 651
          Buenos Aires, Argentina


MATADERO Y FRIGORIFICO: Claims Verification Deadline Is Sept. 3
---------------------------------------------------------------
Jessica A. Minc, the court-appointed trustee for Matadero y
Frigorifico San Jorge S.R.L.'s bankruptcy proceeding, verifies
creditors' proofs of claim until Sept. 3, 2007.

Ms. Minc will present the validated claims in court as
individual reports on Oct. 16, 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 Matadero y Frigorifico 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 Matadero y
Frigorifico's accounting and banking records will be submitted
in court on Nov. 27, 2007.

Ms. Minc is also in charge of administering Matadero y
Frigorifico's assets under court supervision and will take part
in their disposal to the extent established by law.

The trustee can be reached at:

          Jessica A. Minc
          Avenida Santa Fe 2534
          Buenos Aires, Argentina


QUEBECOR MEDIA: Plans to Offer US$750 Million of Senior Notes
-------------------------------------------------------------
Quebecor Media Inc. intends to offer approximately US$750
million of its senior notes, subject to market and other
conditions.  The senior notes are expected to be issued in two
tranches maturing in 2015 and in 2018.

Quebecor Media intends to use the net proceeds of this issuance
of senior notes to fund its offer to acquire Osprey Media Income
Fund, the proposed acquisition of all of the common shares of
Nurun Inc. not currently held by Quebecor Media and a payment to
The Carlyle Group in respect of an existing obligation, well as
for general corporate purposes.

In the event that Quebecor Media's offer to acquire Osprey Media
or the Nurun common shares is withdrawn or terminated, Quebecor
Media intends to use the proceeds for general corporate
purposes, which may include acquisitions, capital expenditures
and the voluntary repayment of existing indebtedness.

Quebecor Media Inc., a subsidiary of Quebecor Inc., owns
operating companies in numerous media-related businesses:
Videotron Ltd., the largest cable operator in Quebec and a major
Internet Service Provider and provider of telephone and business
telecommunications services; Sun Media Corporation, Canada's
largest national chain of tabloids and community newspapers; TVA
Group Inc., operator of the largest French-language general-
interest television network in Quebec, a number of specialty
channels, and the English-language general-interest station Sun
TV; Canoe Inc., operator of a network of English- and French-
language Internet properties in Canada; Nurun Inc., a major
interactive technologies and communications agency with offices
in Canada, the United States, Europe and Asia; companies engaged
in book publishing and magazine publishing; and companies
engaged in the production, distribution and retailing of
cultural products, namely Archambault Group Inc., the largest
chain of music stores in eastern Canada, TVA Films, and Le
SuperClub Videotron ltee, a chain of video and video game rental
and retail stores.

Headquartered in Montreal, Canada, the company has global
facilities in India, France and Argentina.


QUEBECOR MEDIA: S&P Rates Proposed US$750 Mil. Senior Notes at B
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' debt rating
to Montreal, Quebec-based Quebecor Media Inc.'s proposed $750
million senior unsecured notes due 2015 and 2018.  The notes are
rated two notches below the 'BB-' long-term corporate credit
rating, reflecting their junior position in the company's
capital structure with debt at wholly owned subsidiaries,
Videotron Ltee and Sun Media Corp. (both companies rated
BB-/Stable/--), ranking ahead of the proposed notes.  The
ratings and outlook on all companies are unchanged.

"We largely expect proceeds from the notes to be used to fund
the proposed Osprey Media Income Fund acquisition," said
Standard & Poor's credit analyst Lori Harris.  Quebecor Media
recently increased its cash offer for Osprey Media, a leading
publisher of newspapers, magazines, and specialty publications
in Ontario, to CDN$8.45 per unit, which represents an equity
value of CDN$414 million and a total purchase price of CDN$576
million inclusive of debt assumption.

"Although the proposed transaction is part of a competitive
bidding process, should Quebecor Media acquire Osprey, we would
expect the acquisition to be financed with debt, which will
result in weaker credit protection measures on a pro forma
basis," Ms Harris added.  Still, credit measures should remain
in line with the rating category following the transaction,
which is expected to close in the next couple of months upon
unit holder and regulatory approvals.

With Osprey's 20 daily and 34 nondaily community newspapers, the
proposed acquisition will strengthen the company's Sun Media
newspaper market position, which currently consists of eight
paid urban dailies, seven free commuter dailies, and 196
community newspapers and specialty publications.  Although
Osprey participates in the challenging newspaper industry, it is
somewhat insulated against economic factors as its revenue base
is derived from the community newspaper segment.  The addition
of Osprey also provides Sun Media with a significant presence in
the Ontario newspaper market.  S&P expect Osprey's profitability
to improve through synergies with Sun Media, primarily in the
areas of printing, distribution, and procurement.

The stable outlook reflects Standard & Poor's expectation that
Quebecor Media's operating assets will maintain their solid
market positions, that credit measures will be in line with the
ratings in the medium term, and that the company will
successfully manage the integration of Osprey.  S&P could revise
the outlook to positive or raise the ratings if Quebecor Media
improves its financial risk profile and is able to sustain
better operating performance and stronger credit measures.
Alternatively, the outlook could be revised to negative if the
company fails to meet expectations, resulting in the weakening
of Quebecor Media's operating performance and credit measures.


R.G. POLERO: Proofs of Claim Verification Deadline Is Aug. 31
-------------------------------------------------------------
Analia Fernanda Calvo, the court-appointed trustee for R.G.
Polero y Asociados S.R.L.'s bankruptcy proceeding, verifies
creditors' proofs of claim until Aug. 31, 2007.

Ms. Calvo will present the validated claims in court as
individual reports on Oct. 12, 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 R.G. Polero 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 R.G. Polero's
accounting and banking records will be submitted in court on
Nov. 23, 2007.

Ms. Calvo is also in charge of administering R.G. Polero's
assets under court supervision and will take part in their
disposal to the extent established by law.

The trustee can be reached at:

          Analia Fernanda Calvo
          Montevideo 589
          Buenos Aires, Argentina


SUNDE RAFAEL: Proofs of Claim Verification Is Until Sept. 3
-----------------------------------------------------------
Diego Javier Suriani, the court-appointed trustee for Sunde
Rafael e Hijos S.H.'s bankruptcy proceeding, verifies creditors'
proofs of claim until Sept. 3, 2007.

Mr. Suriani will present the validated claims in court as
individual reports on Oct. 16, 2007.  The National Commercial
Court of First Instance in San Nicolas, 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 Sunde Rafael 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 Sunde Rafael's
accounting and banking records will be submitted in court on
Nov. 30, 2007.

Mr. Suriani is also in charge of administering Sunde Rafael's
assets under court supervision and will take part in their
disposal to the extent established by law.

The debtor can be reached at:

          Sunde Rafael e Hijos S.H.
          Santiago H. Perez 881, Arrecifes
          Buenos Aires, Argentina

The trustee can be reached at:

          Diego Javier Suriani
          J.B. Justo 277, San Nicolas
          Buenos Aires, Argentina


YPF SA: Dresdner Kleinwort Puts Hold Rating on Repsol's Shares
--------------------------------------------------------------
Dresdner Kleinwort analysts have assigned a "hold" rating on YPF
SA's parent Repsol YPF's shares, Newratings.com reports.

According to Newratings.com, the target price for Repsol's
shares was set at EUR28.5.

The analysts said in a research note that the YPF restructuring
would likely raise up to US$12 billion.

The analysts told Newratings.com that Repsol's Latin American
earnings are less significant than its operations in Spain, as
indicated by the "current organizational structure."

Growth opportunities in "upstream" and liquefied natural gas are
inadequate to drive Repsol's performance, Newratings.com
relates, citing Dresdner Kleinwort.

Repsol "may deploy the restructuring proceeds for a large
repurchase program," the analysts told Newratings.com.

                        About Repsol

Repsol YPF, S.A. is an integrated oil and gas company engaged in
all aspects of the petroleum business, including exploration,
development and production of crude oil and natural gas,
transportation of petroleum products, liquefied petroleum gas
and natural gas, petroleum refining, petrochemical production
and marketing of petroleum products, petroleum derivatives,
petrochemicals and natural gas.  The company operates in four
segments: Exploration and Production, Refining and Marketing,
Chemicals, and Gas and Electricity.

                        About YPF SA

Headquartered in Buenos Aires, Argentina, YPF S.A. is an
integrated oil and gas company engaged in the exploration,
development and production of oil and gas, natural gas and
electricity-generation activities (upstream), the refining,
marketing, transportation and distribution of oil and a range of
petroleum products, petroleum derivatives, petrochemicals and
liquid petroleum gas (downstream).  The company is a subsidiary
of Repsol YPF, S.A., a Spanish company engaged in oil
exploration and refining, which holds 99.04% of its shares.  Its
international operations are conducted through its subsidiaries,
YPF International S.A. and YPF Holdings Inc.

                        *     *     *

Fitch Ratings assigned BB+ long-term issuer default rating on
YPF SA.  Fitch said the outlook is stable.

Moody's Investors Service assigned these ratings on YPF SA:

          -- B2 long-term foreign currency corporate family
             rating; and

          -- Ba2 foreign currency senior unsecured rating;

Moody's said the outlook was negative.




===============
B A R B A D O S
===============


DIGICEL LTD: Working with Research in Motion to Boost BlackBerry
----------------------------------------------------------------
Digicel is collaborating with Research In Motion to expand its
BlackBerry smartphone offerings with the launching of the new,
cutting edge and stylish BlackBerry Curve across the Caribbean
and El Salvador, including the Cayman Islands, Cayman Net News
reports.

According to Cayman Net, Digicel is the first mobile operator in
the Caribbean, Bermuda and El Salvador to offer the Blackberry.

The report says that the BlackBerry Curve is the smallest and
lightest full QWERTY BlackBerry smartphone.  It offers the full,
renowned BlackBerry e-mail and messaging with:

          -- premium phone features,
          -- powerful Web browsing, and
          -- advanced multimedia capabilities.

The report says that the smartphone includes:

          -- RIM's intuitive trackball navigation system,
          -- 2 megapixel camera,
          -- improved media player, and
          -- high-performance browser.

Digicel Group Marketing Director Ben Atherton commented to
Cayman Net, "We are pleased to now offer the BlackBerry Curve as
part of our family of BlackBerry smartphones.  The BlackBerry
Curve, with its powerful blend of communications, multimedia and
web features in a small and lightweight design, will be a
compelling mobile offering for both businesses and consumers."

"The BlackBerry solution continues to grow in popularity around
the globe and we are very pleased to work with Digicel to offer
this new smartphone to their customers across the Caribbean and
El Salvador.  The Blackberry Curve broadens the appeal of the
BlackBerry solution with the introduction of enhanced multimedia
capabilities and a 2 megapixel camera," Research In Motion
Corporate Marketing's Vice President Mark Guibert told Cayman
Net.

Digicel Ltd. is a wireless services provider in the Caribbean
region founded in 2000, and controlled by Denis O'Brien.  The
company started operations in Jamaica in April 2001 and now
offers GSM mobile services in Caribbean countries including
Jamaica, St. Lucia, St. Vincent, Aruba, Grenada, Barbados,
Bermuda, Cayman, and Curacao among others.  Digicel finished
FY2005 with 1.722 million total subscribers -- 97% pre-paid --
estimated market share of 67% and revenues and EBITDA of US$478
million and US$155 million, respectively.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 20, 2007, Fitch Ratings took these rating actions for
Digicel Group Ltd., Digicel Ltd. and Digicel International
Finance Ltd.:

Digicel Group Ltd.

   -- Proposed US$1.4 billion senior subordinated notes
      due 2015 assigned 'CCC+/RR5'

Digicel Ltd.

   -- Foreign currency Issuer Default Rating downgraded
      to 'B-' from 'B'; and

   -- US$450 million senior notes due 2012 downgraded
      to 'B-/RR4' from'B/RR4'.

Digicel International Finance Ltd.

   --US$850 million senior secured credit facility
     assigned 'B/RR3'.

Fitch said the outlook on all ratings was stable.




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B E R M U D A
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ARION INSURANCE: Chapter 15 Petition Summary
--------------------------------------------
Petitioner: Tasmin Victoria Walker

Debtor: Arion Insurance Company Ltd.
        Cannon's Court
        22 Victoria Street
        Hamilton HM EX, Bermuda

Case No.: 07-12108

Type of Business: The Debtor is a Bermuda insurance company.

Chapter 15 Petition Date: July 9, 2007

Court: Southern District of New York (Manhattan)

Judge: Robert D. Drain

Petitioner's Counsel: Kenneth P. Coleman, Esq.
                      Allen & Overy LLP
                      1221 Avenue of Americas
                      New York, NY 10022
                      Tel: (212) 610-6300
                      Fax: (212) 610-6399

Estimated Assets: US$1 Million to US$100 Million

Estimated Debts:  US$1 Million to US$100 Million


BLUE TERCEL: Sets Final General Meeting for July 16
---------------------------------------------------
Blue Tercel Ltd.'s final general meeting is scheduled on
July 16, 2007, at 11:00 a.m., at:

         Corner House
         Church & Parliament Streets
         P.O. Box HM 1556
         Hamilton, HM FX
         Bermuda

These matters will be taken up during the meeting:

     -- receiving an account showing the manner in which the
        winding-up of the company has been conducted and its
        property disposed of and hearing any explanation that
        may be given by the liquidator;

     -- determination by resolution the manner in which the
        books, accounts and documents of the company and of the
        liquidator shall be disposed; and

     -- passing of a resolution dissolving the company.


BMS ALPHA: Final General Meeting Is Set for July 24
---------------------------------------------------
BMS Alpha Bermuda Manufacturing Finance Ltd.'s final general
meeting will be at 9:00 a.m. on July 24, 2007, or as soon as
possible, at the liquidator's place of business.

BMS Alpha's shareholders will determine during the meeting,
through a resolution, the manner in which the books, accounts
and documents of the company and of the liquidator will be
disposed.

The liquidator can be reached at:

          Nicholas Hoskins
          Wakefield Quin, Chancery Hall
          52 Reid Street, Hamilton
          Bermuda


SCOTTISH RE: Nate Gemmiti Quits as Senior VP & General Counsel
--------------------------------------------------------------
Scottish Re Group Limited disclosed the departure of Nathan V.
Gemmiti, Senior Vice President and General Counsel, effective
July 6, 2007.

"Nate has been an integral part of the Scottish Re organization,
providing invaluable legal and administrative advice to the
company," states Paul Goldean, Chief Executive Officer of
Scottish Re Group Limited.  "He has provided admirable service
over the last four years and we wish him continued success in
his new position."

Mr. Gemmiti had served as Senior Vice President and General
Counsel since August 2006.  He joined Scottish Re in May 2003 as
the Chief Legal Counsel for Scottish Re's North American
operations.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Nov. 29, 2006, Moody's Investors Service disclosed that it
continues to review the ratings of Scottish Re Group Ltd. with
direction uncertain following the announcement by the company
that it has entered into an agreement to sell a majority stake
to MassMutual Capital Partners LLC, a member of the MassMutual
Financial Group and Cerberus Capital Management, L.P., a private
investment firm.

Moody's said the continuing review affects the debt rating of
Scottish Re (senior unsecured at Ba3), as well as the Baa3
insurance financial strength ratings of the company's core
insurance subsidiaries, Scottish Annuity & Life Insurance
Company (Cayman) Ltd. and Scottish Re (U.S.), Inc.  The
uncertain direction of the review indicates the possibility that
Scottish Re's ratings could be upgraded, downgraded, or
confirmed depending on future developments at Scottish Re.

These ratings continue on review with direction uncertain:

   Scottish Re Group Limited

   -- senior unsecured debt of Ba3;

   -- senior unsecured shelf of (P)Ba3; subordinate shelf of
      (P)B1;

   -- junior subordinate shelf of (P)B1;

   -- preferred stock of B2; and

   -- preferred stock shelf of (P)B2.

   Scottish Holdings Statutory Trust II

   -- preferred stock shelf of (P)B1

   Scottish Holdings Statutory Trust III

   -- preferred stock shelf of (P)B1

   Scottish Annuity & Life Insurance Co (Cayman) Ltd.

   -- insurance financial strength of Baa3

   Premium Asset Trust Series 2004-4

   -- senior secured debt of Baa3 (based on IFS of SALIC)

   Scottish Re (U.S.), Inc.

   -- insurance financial strength of Baa3

   Stingray Pass-Through Certificates

   -- senior secured debt of Baa3 (based on IFS rating of
      SALIC)

On Sept. 5, 2006, Moody's changed the direction of review for
Scottish Re's ratings to uncertain from possible downgrade.


SEA CONTAINERS: Gives Update on FSD Warning from U.K. Regulator
---------------------------------------------------------------
In a regulatory filing with the U.S. Securities and Exchange
Commission, Sea Containers Ltd. discloses that on June 15, 2007,
the Determinations Panel of the United Kingdom government
Pensions Regulator determined to issue financial support
directions to SCL in respect of SCL's 1983 and 1990 Pension
Schemes.

"Our anti-avoidance powers are significant and, as we have
always stressed, we will use them proportionately and where
reasonable.  In this case, we concluded that the issue of a
Financial Support Direction was appropriate and justified,"
Pension Regulator Chief Executive Tony Hobman said in a press
release.

As previously disclosed, the Pensions Regulator issued notices
to SCL on Oct. 19, 2006, warning that it is considering
exercising its powers to issue FSDs to the company under
relevant UK pensions legislation, in respect of the Sea
Containers 1983 Pension Scheme and the Sea Containers 1990
Pension Scheme.  These are multi-employer defined benefit
pension plans of Sea Containers Services Ltd., a UK subsidiary
of the company.

The company responded briefly to the original warning notices,
submitting that it would not be reasonable to issue FSDs, and
actively engaged with the Pensions Regulator to persuade it of
this.  However, the Pensions Regulator reissued the warning
notice on April 26, 2007.  A response was submitted that it
would not be reasonable under the circumstances for the Pensions
Regulator to issue FSDs.

SCL President and Chief Executive Officer Robert MacKenzie
relates that the FSDs will be issued on July 13, 2007, unless
the company appeals the determinations, which it is currently
considering.

The FSDs will require the company to put in place financial
arrangements whereby it is liable for the part of the pension
scheme deficit which relates to Sea Containers Services Limited.
In the case of the 1983 Scheme, as of June 8, 2006, the
estimated claim was GBP73,600,000 or approximately
US$146,900,000.  In the case of the 1990 Scheme, as of
March 31, 2006, the estimated claim was GBP17,600,000 or
approximately US$35,100,000.

Any financial arrangements put in place will need the approval
of the U.S. Bankruptcy Court.  The arrangements will not give
the Schemes a priority claim at the level of the company but
will in fact be claims ranked pari passu with other unsecured
creditors of the Company.

The Determination Notices, dated June 15, 2007, for the Schemes
and the Reasons of the Determinations Panel of the Pensions
Regulator in relation to the Notices, dated June 25, 2007, may
be found on the Pensions Regulator's Web site at
http://www.thepensionregulator.gov.uk/

SCL stated in a press statement that it has always been its
expectation that any restructuring plan of reorganization
proposed under the Chapter 11 bankruptcy protection process
would be subject to the Pensions Regulator's Clearance
procedure, but the company is nevertheless disappointed in the
outcome of the hearing.

                     About Sea Containers

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

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

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in
their restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP.  Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.

In its schedules filed with the Court, Sea Containers Ltd.
disclosed total assets of US$62,400,718 and total liabilities of
US$1,545,384,083.

The Court extended the Debtors' exclusive period to file a Plan
of Reorganization to Sept. 28, 2007.  (Sea Containers Bankruptcy
News, Issue No. 22; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


WARNER CHILCOTT: Signs License Deal with Paratek Pharmaceuticals
----------------------------------------------------------------
Warner Chilcott Company Inc. and Paratek Pharmaceuticals Inc.
have entered into an exclusive license agreement for the
development and commercialization of novel, narrow-spectrum
tetracyclines for the treatment of acne and rosacea.

Tetracycline antibiotics are the leading approved systemic
treatments of moderate to severe inflammatory acne.  Discovered
decades ago as broad-spectrum systemic antibiotics,
tetracyclines have been shown to be potent anti-acne agents.
Paratek has utilized its expertise in chemistry to develop novel
narrow-spectrum antibacterial tetracyclines with improved anti-
inflammatory activity, tolerability and other properties for the
next generation treatment of acne and rosacea.  These compounds
represent the first tetracycline-derived new molecular entities
ever to be synthesized specifically as improved therapeutics for
dermatologic diseases.

"We look forward to a productive collaboration with Paratek as
we work together to progress Paratek's novel tetracycline
products through the development process and into
commercialization," said Roger Boissonneault, Chief Executive
Officer and President of Warner Chilcott.

"We are pleased to announce our collaboration with Warner
Chilcott, a proven leader in the development and
commercialization of dermatology products," said Stuart B. Levy,
M.D., Co-founder and Chief Scientific Officer of Paratek
Pharmaceuticals.  "For years, dermatologists have sought
therapies with a more targeted spectrum of activity. While
effective, currently marketed tetracyclines possess
antibacterial activity against a broad number of organisms not
associated with acne or rosacea, which can lead to adverse
consequences such as resistance development among life-
threatening bacteria and persistent side effects.  Paratek's
proprietary compounds have been designed to circumvent these
issues by better targeting the causative bacteria and retaining
potent anti-inflammatory properties."

Under the terms of the agreement, Warner Chilcott will assume
responsibility for clinical development of the tetracycline
derivative products and will have exclusive rights to market the
products in the United States.  Paratek received an up-front
payment and will be eligible to receive additional payments upon
achievement of certain development and regulatory approval
milestones.  Warner Chilcott will pay a royalty to Paratek on
sales of any product under the agreement.

The leading candidate under the agreement is in preclinical
development and expected to enter clinical development in 2008.

                  About Paratek Pharmaceuticals

Paratek Pharmaceuticals Inc. is into the discovery and
commercialization of new therapeutics that treat serious and
life-threatening diseases, with a particular focus on the
growing worldwide problem of antibiotic resistance.  Paratek is
advancing novel compounds that can circumvent or block bacterial
resistance involving technology initially developed by Paratek
co-founder Dr. Stuart Levy's laboratory at Tufts University
School of Medicine, and licensed by Paratek.  In addition to its
tetracycline-derived antibacterials, Paratek is developing small
molecule drugs that can prevent infection by interfering with
Multiple Adaptational Response (MAR) mechanisms in bacteria.

                      About Warner Chilcott

Headquartered in Hamilton, Bermuda, Warner Chilcott Ltd. --
http://www.warnerchilcott.com/-- is the holding company for a
host of pharmaceutical makers.  Women's health care products,
including hormone therapies (femhrt and Estrace Cream) and
contraceptives (Estrostep, Loestrin, and OvCon), are the
company's largest segment.  Other products include dermatology
treatments for acne (Doryx) and psoriasis (Dovonex and
Taclonex).  US subsidiary Warner Chilcott, Inc. makes
prescription drugs for dermatology and women's health; other
subsidiaries provide services in data management systems,
pharmaceutical development, manufacturing, and chemical
development.

Warner Chilcott Company, Inc., is a wholly-owned subsidiary of
Warner Chilcott Limited, a New Jersey-based, publicly-traded
company (NASD:WCRX) that markets and develops branded
pharmaceutical products focused on the U.S. women's healthcare
and dermatology markets. Warner Chilcott Limited reported $754
million of total revenue during 2006.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
June 21, 2007, Moody's Investors Service raised the speculative-
grade liquidity rating for Warner Chilcott Company, Inc. (a
subsidiary of Warner Chilcott Limited) to SGL-1 from SGL-2,
indicating very good liquidity.  The Corporate Family Rating is
B2, with a positive rating outlook.




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


INTERNATIONAL PAPER: Declares US$0.25 a Share Quarterly Dividend
----------------------------------------------------------------
International Paper declared a regular quarterly dividend of
US$0.25 per share for the period from July 1, 2007, to
Sept. 30, 2007, inclusive, on its common stock.  This dividend
is payable on Sept. 17, 2007, to holders of record at the close
of business on Aug. 15, 2007.

The company also declared a regular quarterly dividend of US$1
per share for the period from July 1, 2007, to Sept. 30, 2007,
inclusive, on its preferred stock.  This dividend is also
payable on Sept. 17, 2007, to holders of record at the close of
business on Aug. 15, 2007.

Based in Stamford, Connecticut, International Paper Co.
(NYSE: IP) -- http://www.internationalpaper.com/-- is in the
forest products industry for more than 100 years.  The company
is currently transforming its operations to focus on its global
uncoated papers and packaging businesses, which operate and
serve customers in the U.S., Europe, South America and Asia.
Its South American operations include, among others, facilities
in Argentina, Brazil, Bolivia, and Venezuela.  These businesses
are complemented by an extensive North American merchant
distribution system.  International Paper is committed to
environmental, economic and social sustainability, and has a
long-standing policy of using no wood from endangered forests.

                        *     *     *

International Paper Co. carries Moody's Investors Service's Ba1
senior subordinate rating and Ba2 Preferred Stock rating.


PRIDE INT'L: Inks US$612 Mil. Purchase Pact with Samsung Heavy
--------------------------------------------------------------
Pride International Inc. entered into an agreement pursuant to
which Samsung Heavy Industries Co., Ltd. agreed to construct for
Pride an advanced-capability drillship for ultra-deepwater
drilling use.  The agreement provides that, following shipyard
construction, commissioning and associated testing, the rig is
to be delivered to Pride on or before June 30, 2010.

The agreement provides for an aggregate purchase price of
US$612 million, subject to adjustment for delayed delivery,
payable in installments during the construction process.  In
connection with the construction contract, Pride entered into a
license agreement with Transocean Offshore Deepwater Drilling
Inc. with respect to certain patents related to the drillship's
dual-activity capabilities.

Under the license agreement, Pride will pay Transocean a fee
of US$10 million for the initial drillship and an additional
US$15 million for any additional drilling units that use the
patented technology, plus 5% of the revenue earned by the
drillship and any additional units, reduced by a US$5 million
credit per unit for any of the additional units, in
jurisdictions where the license is applicable.

                    About Pride International

Headquartered in Houston, Texas, Pride International, Inc. --
http://www.prideinternational.com/-- is a drilling contractor.
The Company provides onshore and offshore drilling and related
services in more than 25 countries, operating a diverse fleet of
278 rigs, including two ultra-deepwater drillships, 12
semi submersible rigs, 28 jackup rigs, 18 tender-assisted, barge
and platform rigs, and 218 land rigs.  Pride also provides a
variety of oilfield services to customers in Argentina,
Venezuela, Bolivia and Peru.

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 5, 2006,
Moody's Investors Service affirmed its Ba1 Corporate Family
Rating for Pride International Inc.


PRIDE INT'L: Increases Salaries & Bonuses of Executive Officers
---------------------------------------------------------------
Pride International Inc. increased the base salaries and 2007
target bonus percentages under its annual incentive compensation
plan for certain of its executive officers.

The base salaries and target bonus percentages as of
July 1, 2007, for Pride's named executive officers who are
currently executive officers of the company are:

        Name                 Salary              Target Bonus
        ----                 ------              ------------
  Louis A. Raspino         US$900,000                  90%
  Rodney W. Eads           US$535,000                  75%
  Brian C. Voegele         US$405,000                  60%
  W. Gregory Looser        US$382,000                  55%
  Lonnie D. Bane           US$335,000                  55%

Under Pride's annual incentive compensation plan for 2007,
bonuses for executive officers will be paid based on the
achievement of metrics established by Pride's compensation
committee.  The metrics under the plan for 2007 consist of
earnings per share (30%), operating and general and
administrative expense control (15%), operating efficiency
(10%), working capital (10%), safety performance on a company-
wide basis (10%) and personal performance goals (25%).  The
maximum bonus equals two times the target bonus.

Headquartered in Houston, Texas, Pride International, Inc. --
http://www.prideinternational.com/-- is a drilling contractor.
The Company provides onshore and offshore drilling and related
services in more than 25 countries, operating a diverse fleet of
278 rigs, including two ultra-deepwater drillships, 12
semi submersible rigs, 28 jackup rigs, 18 tender-assisted, barge
and platform rigs, and 218 land rigs.  Pride also provides a
variety of oilfield services to customers in Argentina,
Venezuela, Bolivia and Peru.

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 5, 2006,
Moody's Investors Service affirmed its Ba1 Corporate Family
Rating for Pride International Inc.




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


AMC ENTERTAINMENT: Appoints Four New Associates
-----------------------------------------------
AMC Entertainment Inc. has hired four new associates: Stann
Tate, Justin Scott, Chad Novak and Andy Traub.  They bring more
than 60 years of collective experience in their respective
fields to the Kansas City-based theatrical exhibition company.

"We're excited to welcome these new directors into our AMC
family," said Keith Wiedenkeller, AMC's senior vice president of
human resources.  "Each one brings a wealth of diverse
experience from an impressive list of companies."

Mr. Tate is the director of community relations, a newly created
position at AMC that focuses on community outreach.  He joins
AMC from the Kansas Speedway where he was the director of public
relations since 2000.  Drawing from his involvement on boards of
several local non-profit organizations, Mr. Tate will create a
strategic cause-marketing program to give back to the
communities where AMC operates.  Mr. Tate currently serves on
the boards of The Leukemia & Lymphoma Society's Mid-America
Chapter and the Big Brothers Big Sisters of Greater Kansas City.
He holds a bachelor's degree in communications and a master's
degree in sports administration from Ohio University in Athens,
Ohio.

Mr. Scott also fills a newly created position as the director of
corporate communications, overseeing internal, external and
financial communications.   Mr. Scott comes to AMC from Cerner
Corp. where he directed public relations and creative services
teams since 2003.  He currently serves on the board of the
Kansas City chapter of the International Association of Business
Communicators.  Mr. Scott graduated from St. Lawrence University
in Canton, New York, with bachelor's degrees in English and
sociology.  He also holds a master's degree in journalism from
Temple University in Philadelphia.

Mr. Novak is the new director of hosted services in AMC's
technology and systems department, where he will specialize in
information technology and network security as well as support
services such as e-mail and theatre workforce scheduling.  He
joins AMC from NovaStar Financial Group where he provided
information and network security services for a firm with more
than 2,400 employees nationwide.  Mr. Novak also has spent more
than 23 years as a member of the United States Army Reserve.  He
graduated from the University of Maryland in College Park, Md.,
with a bachelor's degree in management information systems and
holds a master's degree in computer resources and information
management from Webster University in St. Louis.

Mr. Traub is AMC's new director of recruitment in human
resources, where he will develop strategically targeted
campaigns designed to attract associates by demonstrating how
AMC is an employer of choice.  Before joining AMC, Mr. Traub
managed recruitment at Bartlett and Company since 2001.  Mr.
Traub is active in the Society for Human Resource Management
both nationally and locally.  He graduated from Kansas State
University where he earned a bachelor's degree in elementary
education with an emphasis in social sciences.

Based in Kansas City, Missouri, AMC Entertainment Inc. --
http://www.amctheatres.com/-- is a worldwide leader in the
theatrical exhibition industry.  The company serves more than
250 million guests annually through interests in 415 theatres
and 5,672 screens in 12 countries including the United States,
Hong Kong, Brazil and the United Kingdom.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
June 13, 2007, Standard & Poor's Ratings Services assigned a 'B'
corporate credit rating and stable outlook to AMC Entertainment
Holdings Inc., the new super-holding company of Marquee Holdings
Inc. and ultimate parent of operating company AMC Entertainment
Inc.

S&P also assigned a 'CCC+' rating to AMC Entertainment Holdings
Inc.'s proposed US$400 million senior unsecured pay-in-kind term
loan facility due 2012 and a 'CCC+' rating to its 364-day
US$275 senior unsecured PIK term loan due 2008.


BANCO NACIONAL: Coelce Borrowing BRL330 Million from Bank
---------------------------------------------------------
Brazil's power distribution firm Coelce said in a statement that
it will borrow up to BRL330 million from Banco Nacional de
Desenvolvimento Economico e Social S.A. for its 2007-09
investment program.

Coelce told Business News Americas that it will repay the loan
in six years, with a two-year grace period.

BNamericas relates that Banco Nacional "will provide the loan to
a pool of banks led by Unibanco, which will redirect the money
to Coelce."

According to BNamericas, Coelce is taking advantage of reduced
interest rates from Banco Nacional.  Under Brazil's growth
acceleration program, Banco Nacional is reducing rates for
distribution firms.

Coelce will pay the yearly long-term lending rate TJLP (6.50%)
plus 3.9% for the loan, BNamericas states.

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.


COMPANHIA DE BEBIDAS: Unit Plans Guaranteed Note Offering
---------------------------------------------------------
Companhia de Bebidas das Americas -- AmBev's wholly
owned subsidiary, AmBev International Finance Co. Ltd. intends
to offer a benchmark amount of notes denominated in Brazilian
Reals with a maturity date of 2017.  The notes will be unsecured
and unsubordinated obligations of AmBev International and will
be fully and unconditionally guaranteed by AmBev.  The guarantee
will rank equally in right of payment with all of AmBev's other
unsecured and unsubordinated debt obligations.

The notes will be denominated in Brazilian Reals, but both
principal and interest will be paid in U.S. dollars at the
prevailing exchange rate at the applicable payment date.
Interest will be paid semi-annually in arrears.  The net
proceeds of the offering will be used for the repayment of
short-term debts and for general corporate purposes by AmBev and
its subsidiaries.

The notes and guarantee have not been and will not be registered
under the U.S. Securities Act of 1933, as amended, any state
securities laws or the securities laws of any other jurisdiction
and will be sold only to qualified institutional buyers pursuant
to Rule 144A under the Securities Act, and outside the United
States to non-U.S. persons in reliance on Regulation S.  The
notes and guarantee may not be offered or sold in the United
States absent registration under, or an applicable exemption
from, the registration requirements of the Securities Act.

                         About AmBev

Based in Sao Paulo, Brazil, AmBev -- http://www.ambev.com.br/
-- is the largest brewer in Latin America and the fifth largest
brewer in the world.

AmBev's beer brands include Skol, Brahma and Antarctica.  AmBev
also produces and distributes soft drink brands such as Guarana
Antarctica, and has franchise agreements for Pepsi soft drinks,
Gatorade and Lipton Ice Tea.

AmBev has been present in Canada since 2004 through Labatt.
Founded in London, Ontario in 1847 and the proud brewer of more
than 60 quality beer brands, Labatt is Canada's largest brewery.

                        *     *     *

As reported in the Troubled Company Reporter on Sept. 4, 2006,
Moody's Investors Service upgraded to Ba1 from Ba2 the foreign
currency issuer rating of Companhia de Bebidas das Americas aka
AmBev to reflect the upgrade of Brazil's foreign currency
country ceiling to Ba1 from Ba2.  AmBev's global local currency
issuer rating of Baa3 and the foreign currency rating of Baa3
for its debt issues remain on review for possible upgrade.


DAIMLERCHRYSLER AG: UBS Maintains Buy Rating on Firm's Shares
-------------------------------------------------------------
UBS analysts have kept their "buy" rating on DaimlerChrysler
AG's shares, Newratings.com reports.

Newratings.com relates that the target price for
DaimlerChrysler's shares was increased to EUR90 from EUR75.

The analysts said in a research note that though
DaimlerChrysler's truck business would generate industry leading
returns.  Its margins are weak compared to that of the majority
of other companies.

The analysts told Newratings.com that the restructuring of
DaimlerChrysler's truck business is expected and "would yield
rapid benefits."

"There is an increased likelihood of cash distribution" to
DaimlerChrysler's shareholders, Newratings.com notes, citing
UBS.

The earnings per share estimate for next year was increased to
EUR5.65 from EUR5.20, Newratings.com states.

Based in Stuttgart, Germany, DaimlerChrysler AG (NYSE:DCX)
(FRA:DCX) -- http://www.daimlerchrysler.com/-- develops,
manufactures, distributes, and sells various automotive
products, primarily passenger cars, light trucks, and commercial
vehicles worldwide.  It primarily operates in four segments:
Mercedes Car Group, Chrysler Group, Commercial Vehicles, and
Financial Services.

The company's worldwide operations are located in Canada,
Mexico, United States, Argentina, Brazil, Venezuela, China,
India, Indonesia, Japan, Thailand, Vietnam, and Australia.

The Chrysler Group segment offers cars and minivans, pick-up
trucks, sport utility vehicles, and vans under the Chrysler,
Jeep, and Dodge brand names.  It also sells parts and
accessories under the MOPAR brand.

The Chrysler Group is facing a difficult market environment in
the United States with excess inventory, non-competitive legacy
costs for employees and retirees, continuing high fuel prices
and a stronger shift in demand toward smaller vehicles.  At the
same time, key competitors have further increased margin and
volume pressures -- particularly on light trucks -- by making
significant price concessions.  In addition, increased interest
rates caused higher sales & marketing expenses.

In order to improve the earnings situation of the Chrysler Group
as quickly and comprehensively, measures to increase sales and
cut costs in the short term are being examined at all stages of
the value chain, in addition to structural changes being
reviewed as well.


DELPHI CORP: Formally Terminates Cerberus Capital Agreement
-----------------------------------------------------------
Delphi Corp. formally terminated the Equity Purchase and
Commitment Agreement and related Plan Framework Support
Agreement it entered into in December 2006 with Cerberus Capital
Management, L.P. and other plan investors.

The company had announced on April 19, 2007, that it did not
expect that Cerberus would continue as a plan investor.

Delphi expects to enter into new framework agreements with plan
investors later this month.

A Delphi Board of Directors meeting is scheduled on
July 16, 2007 to consider these matters.

These developments are not expected to prevent Delphi from
filing its plan of reorganization and related documents with the
Bankruptcy Court prior to the current expiration of the
company's exclusivity period or emergence from Chapter 11
reorganization this year.

On June 29, Delphi filed a motion seeking approval from the U.S.
Bankruptcy Court for the Southern District of New York of a
ratified UAW-Delphi-GM agreement.  Delphi is currently engaged
in settlement discussions with its second and third largest U.S.
labor unions and is working to conclude discussions with those
unions as well as three smaller unions as soon as possible.

The company also confirmed that its discussions with GM on a
comprehensive settlement agreement had entered the documentation
phase and that it expected that a settlement with GM would be
incorporated into the company's plan of reorganization rather
than filed with the Bankruptcy Court for separate approval.

Consistent with its prior practice, Delphi does not intend to
comment further regarding its discussions with GM or its unions
while those discussions are ongoing.  Delphi cautioned that
nothing in Court or regulatory filings made by the company or
the company's public disclosures will be deemed a solicitation
to accept or reject a plan in contravention of the Bankruptcy
Code or an offer to sell or a solicitation of an offer to buy
any securities of the company.

                      About Delphi Corp.

Headquartered in Troy, Michigan, Delphi Corporation (OTC: DPHIQ)
-- http://www.delphi.com/-- is the single largest global
supplier of vehicle electronics, transportation components,
integrated systems and modules, and other electronic technology.
The company's technology and products are present in more than
75 million vehicles on the road worldwide.  Delphi has regional
headquarters in Japan, Brazil and France.

The company filed for chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represents the Official Committee of Unsecured Creditors.  As of
Mar. 31, 2007, the Debtors' balance sheet showed
US$11,446,000,000 in total assets and US$23,851,000,000 in total
debts.  The Debtors' exclusive plan-filing period expires on
July 31, 2007.


FREESCALE SEMICONDUCTOR: Launches Exchange Offers for Sr. Notes
---------------------------------------------------------------
Freescale Semiconductor has launched its offer to exchange:

   a) US$500 million aggregate principal amount of its Senior
      Floating Rate Notes due 2014;

   b) US$1.5 billion aggregate principal amount of its 9-1/8%
      and 9-7/8% Senior PIK-Election Notes due 2014;

   c) US$2.35 billion aggregate principal amount of its 8-7/8%
      Senior Fixed Rate Notes due 2014; and

   d) US$1.6 billion aggregate principal amount of its 10-1/8%
      Senior Subordinated Notes due 2016 for any and all of its
      outstanding Senior Floating Rate Notes due 2014, 9-1/8%
      and 9-7/8% Senior PIK-Election Notes due 2014, 8-7/8%
      Senior Fixed Rate Notes due 2014, and 10-1/8% Senior
      Subordinated Notes due 2016.

The Exchange Notes are substantially identical in all material
respects to the Existing Notes, except that the issuance of the
Exchange Notes was registered with the U.S. Securities and
Exchange Commission under the Securities Act of 1933 as amended,
and are not subject to the transfer restrictions and
registration rights relating to the Existing Notes.

The exchange offer will expire at 5:00 p.m. New York City time
on Aug. 6, 2007, unless extended.  The exchange offer is not
conditioned upon any minimum principal amount of Existing Notes
being tendered for exchange.  Any Existing Notes not tendered
will remain subject to existing transfer restrictions.

The Existing Notes were issued in a private placement in
compliance with Rule 144A and Regulation S under the Securities
Act.

The Bank of New York will serve as the exchange agent for the
exchange offer.

                  About Freescale Semiconductor

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

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 28, 2007, Moody's Investors Service affirmed the ratings of
Freescale Semiconductor, Inc., and changed the outlook to
negative.

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.


GERDAU AMERISTEEL: To Buy Chaparral Steel for US$4.22 Billion
-------------------------------------------------------------
Gerdau Ameristeel Corporation has signed a definitive merger
agreement to acquire Chaparral Steel Company, for US$86 per
share in cash.  Chaparral's Board of Directors has unanimously
approved the transaction and will recommend to Chaparral's
shareholders that they vote in favor of the offer.  The offer
price values Chaparral Steel Company's equity at US$4.22
billion.

Chaparral is the second largest producer of structural steel
products in North America and also a major producer of steel bar
products.  It operates two mini-mills, one located in
Midlothian, Texas, and the other located in Dinwiddie County,
Virginia.  The company has approximately 1,400 employees and an
annual installed capacity of 2.9 million metric tons.

Mario Longhi, GNA's President and CEO said, "The acquisition of
Chaparral Steel Company is consistent with Gerdau Ameristeel's
strategy to further diversify its product offering into high
value added steel products.  This strategic combination is an
excellent fit for us and it broadens our product portfolio and
gives us a full range of structural steel products.  As a
premium steel asset, Chaparral brings not only high quality
products and assets but also a strong organization with
excellent technical capabilities."

Following the closing of the proposed transaction, Gerdau
Ameristeel intends to explore the issuance of equity securities,
with the goal of achieving a prudent level of capitalization and
maintaining a strong balance sheet.  The company's majority
shareholder, Gerdau S.A., has committed to support Gerdau
Ameristeel and will subscribe to any equity issuance in order to
maintain its current level of equity ownership.

Gerdau Ameristeel expects that the combination with Chaparral's
operations will generate annual pre-tax operating synergies in
excess of US$55 million by the end of 2008.  Gerdau Ameristeel
expects that the transaction will be slightly dilutive to its
2007 and 2008 earnings per share after considering expected
synergies and after taking into effect the contemplated equity
issuance.

Andre Johannpeter, President and CEO of the Gerdau Group
commented, "This transaction reaffirms our strategy to
participate in the global steel consolidation.  As we have
indicated previously, Gerdau Ameristeel provides our platform
for growth in North America.  We have a history of successfully
integrating businesses and capturing synergies through the
implementation and execution of the Gerdau Business System."

The transaction is subject to the approval of Chaparral Steel
Company's shareholders and other customary closing conditions,
including regulatory approvals, and is expected to close before
year end.

The proposed transaction has been unanimously approved by the
Gerdau Ameristeel Board of Directors.  J.P. Morgan Securities
Inc. is acting as exclusive financial advisor to Gerdau
Ameristeel and the Gerdau Group on this transaction and has
provided financing commitments of US$4.6 billion to Gerdau
Ameristeel to complete the transaction.  Simpson Thacher and
Bartlett LLP and Torys LLP acted as legal advisors for the
transaction.

Gerdau Ameristeel -- http://www.gerdauameristeel.com/-- (NYSE:
GNA; TSX:GNA.TO) is the second largest minimill steel producer
in North America with annual manufacturing capacity of over 9
million tons of mill finished steel products.  Through its
vertically integrated network of 17 minimills (including one
50%-owned joint venture minimill), 17 scrap recycling facilities
and 51 downstream operations (including seven joint venture
fabrication facilities), Gerdau Ameristeel serves customers
throughout North America.  The company's products are generally
sold to steel service centers, to steel fabricators, or directly
to original equipment manufacturers for use in a variety of
industries, including construction, automotive, mining, cellular
and electrical transmission, metal building manufacturing and
equipment manufacturing.  The company is a subsidiary of
Brazil's Gerdau SA.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 16, 2007, Standard & Poor's Ratings Services raised its
corporate credit rating on Tampa, Florida-based Gerdau
Ameristeel Corp. to 'BB+' from 'BB' and removed all ratings from
CreditWatch, where they were placed with positive implications
on Jan. 17, 2007.

S&P also raised its rating on the company's senior unsecured
debt to 'BB+' from 'BB'.  S&P said the outlook was stable.


KENDLE INTERNATIONAL: To Offer US$150 Mil. of Conv. Senior Notes
----------------------------------------------------------------
Kendle International Inc. intends to offer, subject to market
and other conditions, an aggregate of US$150 million of
Convertible Senior Notes due in 2027.  The notes will be
convertible, in certain circumstances, into a combination of
cash and Kendle common stock.  Upon conversion, holders will
receive cash up to the principal amount of the notes to be
converted, and any excess conversion value will be delivered in
shares of the company's common stock.  The company intends to
grant the underwriter an option to purchase up to an additional
US$22.5 million of convertible senior notes to cover over-
allotments, if any.

In connection with the offering, Kendle intends to enter into
convertible note hedge transactions with certain dealers.  These
transactions are intended to reduce the potential dilution to
the company's shareholders upon any future conversion of the
notes.  The company also intends to enter into warrant
transactions concurrently with the offering, pursuant to which
it intends to sell warrants to purchase Kendle common stock to
the same dealers that intend to enter into the convertible note
hedge transactions.

In connection with the convertible note hedge transactions, it
is expected that the dealers that are party to such
transactions, or their affiliates, will enter into various
derivative or other transactions with respect to Kendle common
stock.  In addition, following pricing of the offering of the
notes, such parties or their affiliates may continue to enter
into, or to unwind, various derivatives transactions with
respect to Kendle common stock and/or to purchase or sell shares
of Kendle common stock in secondary market transactions,
including during the cash settlement averaging period relating
to a conversion of the notes.

The company intends to use the remaining net proceeds from this
note offering for the repayment of debt under its credit
agreement and for general corporate purposes, which may include
working capital and acquisitions or investments in businesses,
products or technologies complementary to its own.  UBS
Investment Bank is acting as sole book-running manager in
connection with the offering.

The public offering of the company's convertible senior notes
will be made only by means of a prospectus under the company's
existing US$300 million shelf registration statement.  The
preliminary prospectus and accompanying prospectus relating to
the offering have been filed with the Securities and Exchange
Commission and are available on the U.S. Securities and Exchange
Commission's website at http://www.sec.gov/

Copies of the preliminary prospectus and accompanying prospectus
also may be obtained from:

          UBS Investment Bank
          Attn: Prospectus Department
          299 Park Avenue
          New York, NY, 10171
          Tel: (888) 827-7275

                         About Kendle

Based in Cincinnati, Kendle International Inc. (Nasdaq: KNDL)
-- http://www.kendle.com/-- is a global clinical research
organization and provides Phase II-IV clinical development
services worldwide.  The company's global clinical development
business is focused on five regions - North America, Europe,
Asia/Pacific, Africa and Latin America including Brazil.

                        *     *     *

As of July 3, 2007, the company carries Moody's B1 long-term
corporate family rating, B1 bank loan debt, and B2 probability
of default rating.  Moody's said the outlook is stable.

In addition, the company also carries Standard & Poor's B+ long-
term foreign and local issuer credits.  S&P said the outlook is
stable.


LAZARD LTD: Inks Purchase Agreement with Goldsmith Agio
-------------------------------------------------------
Lazard Ltd. has signed a definitive agreement to acquire
Goldsmith Agio Helms & Lynner, LLC, dba Goldsmith Agio Helms for
a combination of cash and stock.  Upon regulatory approval,
Goldsmith Agio Helms, a middle market investment bank, will
serve as the foundation for a new division of Lazard's Financial
Advisory business, providing services to mid-sized private
companies as well as additional access to middle market
acquisition opportunities for Lazard's traditional Financial
Advisory clients.

"The acquisition of Goldsmith Agio Helms will allow Lazard to
extend our reach to the vibrant middle market for our existing
client base," said Kenneth M. Jacobs, CEO of Lazard North
America.  "The combination enables us to leverage Lazard's
industry sector expertise and relationships, geographic reach
and corporate finance capabilities with Goldsmith Agio Helms'
middle market knowledge, access and geographic reach.  Lazard's
middle market financial advisory business will bring us a strong
growth platform that will benefit our clients and our firm."

Lazard's middle market business will be positioned uniquely
within the investment banking industry, initially staffed by
approximately 90 professionals from Goldsmith Agio Helms in
Minneapolis, Chicago, Los Angeles, New York and Shanghai.  In
addition to offering financial advice, enhancing liquidity and
optimizing value for middle market companies through mergers and
acquisitions, IPOs and recapitalizations, Lazard also will
provide current clients with improved access to mid-sized
private companies.

"We are pursuing this transaction to enhance the resources and
capabilities we bring to our clients," said Jack Helms, Chairman
of Goldsmith Agio Helms.  "Our middle market bankers will now
have access to unparalleled industry expertise and
relationships, integrated global reach, a full spectrum of
creative financial products and services, and a best practice
partnership with the most focused and accomplished financial
advisory firm in the world."

"In addition, we share many characteristics that will ensure the
future success of our team of professionals, including an
entrepreneurial culture, client-centric perspective, long-term
approach to client relationships, and dedication to offering
clients independent, trusted and unbiased advice," added Mr.
Helms.

Goldsmith Agio Helms, which will serve as the cornerstone of
Lazard's middle market financial advisory business, will be led
by Goldsmith Agio Helms' co-CEOs Michael McFadden and David
Solomon, and Chairman Jack Helms.  Terms of the agreement were
not disclosed, and the transaction is subject to regulatory
approval by the National Association of Securities Dealers, and
other customary closing conditions.

The formation of Lazard's middle market business, through the
acquisition of Goldsmith Agio Helms, headquartered in
Minneapolis, reinforces Lazard's strategy to expand its
financial advisory business by industry and geography and its
commitment to provide premium service to clients.  Lazard also
recently announced plans to acquire 50% of MBA, expanding its
financial advisory business in Central and South America, and
signed a joint cooperation agreement with Raiffeisen Investment,
for mergers and acquisition advisory in Russia and Central and
Eastern Europe.

                      About Goldsmith Agio

Goldsmith Agio Helms -- http://www.agio.com/-- is an investment
bank focused on middle market mergers and acquisitions,
restructuring and financings, and has approximately 90
professionals in five offices in Minneapolis, Chicago, Los
Angeles, New York, and Shanghai.

                        About Lazard Ltd.

Lazard Ltd. -- http://www.lazard.com/-- one of the world's
preeminent financial advisory and asset management firms,
operates from 29 cities across 16 countries in North America,
Europe, Asia, Australia and Brazil.  With origins dating back to
1848, the firm provides services including mergers and
acquisitions advice, asset management, and restructuring advice
to corporations, partnerships, institutions, governments, and
individuals.

The company reported total assets of US$2.6 billion, total
liabilities of US$2.8 billion, and minority interest at
US$55.7 million, resulting in a total stockholders' deficit of
US$206.8 million as of March 31, 2007.


PETROLEO BRASILEIRO: Refinery Project Will be in Strategic Plan
---------------------------------------------------------------
Brazilian state-owned oil firm Petroleo Brasileiro SA's
downstream director Paulo Roberto Costa told the Estado newswire
that the company will include its premium refinery project in
its strategic plan.

Mr. Costa said the strategic plan will be disclosed in August
2007, Estado notes.

Mr. Costa told Business News Americas that the premium plant
will process about 500,000 barrels per day of heavy oil by 2014.

"We cannot say much yet because there are too many things to be
defined such as the technology to be used in the refinery," Mr.
Costa commented to BNamericas.

Premium products will be sold to the US, BNamericas states.

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.


REALOGY CORP: Closes Change of Control Offer for US$1.2B Notes
--------------------------------------------------------------
Realogy Corporation has closed its change of control offer for
any and all of its outstanding:

   a) US$250,000,000 principal amount of Floating Rate Senior
      Notes due 2009;

   b) US$450,000,000 principal amount of 6.15% Senior Notes due
      2011; and

   c) US$500,000,000 principal amount of 6.50% Senior Notes due
      2016.

As required by the Notes and the indenture governing the Notes,
the purchase price with respect to each series of Notes equaled
100% of the principal amount of such series of Notes, plus
accrued interest payable with respect to such series of Notes to
July 9, 2007.

Based upon final results from the depositary for the tender
offer, of the US$1.2 billion aggregate principal amount of the
Notes outstanding, Realogy purchased approximately US$1 billion,
consisting of approximately US$230,000,000 principal amount of
Floating Rate Senior Notes due 2009, US$324,245,000 of the
principal amount of 6.15% Senior Notes due 2011 and
US$448,500,000 of the principal amount of 6.50% Senior Notes due
2016.

Realogy effected payment of the validly tendered Notes on
July 9, 2007, by depositing immediately available funds with the
depositary, Wells Fargo Bank, National Association, which in
turn is required to transmit payment to tendering holders of
Notes.

To finance the purchase of the Notes, Realogy utilized a portion
of the delayed draw term loan subfacility under the senior
secured credit facility it established in April 2007.

The change of control offer was made pursuant to Realogy's
obligations under the indenture governing the Notes, which
requires Realogy to make an offer to purchase the Notes after a
"change of control triggering event."

A "change of control triggering event" occurred on
April 10, 2007, as a result of (i) the "change of control" that
resulted on that date from the consummation of Realogy's merger
with an affiliate of Apollo Management L.P. and (ii) the
lowering of the ratings for the Notes to below investment grade
by both Moody's Investors Service, Inc. and Standard & Poor's
Rating Services in March 2007.

                     About Realogy Corp.

Headquartered in Parsippany, N.J., Realogy Corporation
(NYSE: H)-- http://www.realogy.com/-- is real estate franchisor
and a member of the S&P 500.  The company has a diversified
business model that also includes real estate brokerage,
relocation, and title services.  Realogy's world-renowned brands
and business units include CENTURY 21(R), Coldwell Banker(R),
Coldwell Banker Commercial(R), ERA(R), Sotheby's International
Realty(R), NRT Incorporated, Cartus, and Title Resource Group.
Realogy has more than 15,000 employees worldwide.  The company
operates in Australia, Brazil and France.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
April 11, 2007, Moody's Investors Service downgraded the US$1.2
billion of existing unsecured senior fixed and floating rate
notes of Realogy Corporation to Ba3 from Baa2.


TELEMIG CELULAR: Owners to Assess Takeover Bids for Firm
--------------------------------------------------------
Brazilian news daily Estado de S Paulo reports that the owners
of Telemig Celular and Amazonia Celular would assess takeover
bids for the sister companies on July 16.

A source told Business News Americas that the principal
controllers of Telemig Celular and Amazonia Celular could
postpone the assessment if the bids presented aren't increased.
The controllers are pension funds:

          -- Previ,
          -- Petros,
          -- Funcef, and
          -- Telos.

The source commented to Estado de S, "The offers so far are very
poor.  If they don't want to pay the real value, we are not
going to sell."

Brazilian fixed line operator Oi's Chief Executive Officer Luiz
Falco confirmed to BNamericas on June 14, 2007, that his firm is
considering the acquisition of Telemig Celular, saying that it
has access to the "data room."

Estado de S notes that these operators are also allegedly
bidding for Telemig Celular and Amazonia Celular:

          -- Vivo,
          -- Claro, and
          -- CTBC.

Headquartered in Belo Horizonte, Brazil, Telemig Celular is the
leading provider of mobile communications services in the state
of Minas Gerais, Brazil.  As of Sept. 30, 2006, Telemig had 3.42
million subscribers, with a market share of 33% in its
concession area.

As reported in the Troubled Company Reporter-Latin America on
Jan. 4, 2007, Moody's Investors Service placed under review for
possible downgrade the B2 foreign currency rating of the US$120
million senior unsecured notes units issued by Telemig Celular
SA and Amazonia Celular SA.

Moody's rating action reflected primarily Amazonia's overall
deteriorated credit metrics as a result of weakened operating
margins and increased competitive pressures, as well as Moody's
concerns regarding the company's tightened liquidity position
due to a substantial concentration of debt maturity in the short
term.




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


ANTHRACITE BALANCED: Proofs of Claim Filing Ends on Aug. 9
-----------------------------------------------------------
Anthracite Balanced Co.'s creditors are given until
Aug. 9, 2007, to prove their claims to Scott Aitken and Connan
Hill, the company's liquidators, 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.

Anthracite Balanced shareholders agreed on June 20, 2007, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

        Scott Aitken
        Connan Hill
        P.O. Box 1109
        George Town, Grand Cayman
        Cayman Islands
        Tel: (345) 949-7755
        Fax: (345) 949-7634


ANTHRACITE BALANCED: Sets Last Shareholders Meeting for Aug. 9
--------------------------------------------------------------
Anthracite Balanced Co. will hold its final shareholders
meeting on Aug. 9, 2007, at 10:00 a.m.:

           1185 Avenue of the Americas
           New York, New York 10036
           USA

These agendas will be taken during the meeting:

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

   2) authorizing the liquidator to retain the records
      of the company for a period of three years from
      the dissolution of the company, 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 liquidators can be reached at:

           Scott Aitken
           Connan Hill
           P.O. Box 1109
           George Town, Grand Cayman
           Cayman Islands
           Tel: (345) 949-7755
           Fax: (345) 949-7634


ASAP FUNDING: Proofs of Claim Filing Is Until Aug. 9
-----------------------------------------------------
Asap Funding Ltd.'s creditors are given until Aug. 9, 2007, to
prove their claims to Chris Watler and Richard Gordon, the
company's liquidators, 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.

Asap Funding's shareholders agreed on June 25, 2007, to place
the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

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


ASAP CURRENCY: Proofs of Claim Filing Is Until Aug. 9
-----------------------------------------------------
Asap Currency Fund.'s creditors are given until Aug. 9, 2007, to
prove their claims to Joshua Grant and Jan Neveril, the
company's liquidators, 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.

Asap Currency's shareholders agreed on May 30, 2007, to place
the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

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


ASIAN FUNDING: Proofs of Claim Filing Ends on Aug. 9
----------------------------------------------------
Asian Funding For Tags creditors are given until Aug. 9, 2007,
to prove their claims to Hugh Thompson and Richard Gordon, the
company's liquidators, 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.

Asian Funding's shareholders agreed on June 21, 2007, to place
the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

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


ASPECT TRADING: Proofs of Claim Filing Ends on Aug. 9
-----------------------------------------------------
Aspect Trading Fund's creditors are given until Aug. 9, 2007, to
prove their claims to Richard Gordon and Joshua Grant, the
company's liquidators, 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.

Aspect Trading's shareholders agreed on June 21, 2007, to place
the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

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


CHESHIRE FINANCE: Proofs of Claim Filing Deadline Is Aug. 9
-----------------------------------------------------------
Cheshire Finance Ltd.'s creditors are given until Aug. 9, 2007,
to prove their claims to Hugh Thompson and Joshua Grant, the
company's liquidators, 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.

Cheshire Finance's shareholders agreed on June 26, 2007, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

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


DRAGON MBS: Proofs of Claim Must be Filed by Aug. 9
---------------------------------------------------
Dragon MBS Ltd.'s creditors are given until Aug. 9, 2007, to
prove their claims to Guy Major and Richard Gordon, the
company's liquidators, 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.

Dragon MBS shareholders agreed on June 25, 2007, to place
the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

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


GREENSTREAM MF: Proofs of Claim Filing Deadline Is Aug. 9
---------------------------------------------------------
Greenstream MF Ltd.'s creditors are given until Aug. 9, 2007, to
prove their claims to dms Corporate Services Ltd., 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.

Greenstream MF's shareholders agreed on June 14, 2007, to place
the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

        DMS Corporate Services Ltd.
        Attention: Jenny Suto
        dms Corporate Services Ltd.
        Ansbacher House
        P.O. Box 1344
        Grand Cayman KY1-1208
        Cayman Islands
        Tel: (345) 946 7665
        Fax: (345) 946 7666


HFT REAL: Proofs of Claim Must be Filed by Aug. 9
-------------------------------------------------
HFT Real Estate CDO 2006-III Ltd.'s creditors are given until
Aug. 9, 2007, to prove their claims to Chris Marett and Richard
Gordon, the company's liquidators, 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.

HFT Real's shareholders agreed on June 27, 2007, to place
the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

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


MORGAN STANLEY: Proofs of Claim Filing Deadline Is Aug. 9
---------------------------------------------------------
Morgan Stanley Alternatives Managed Futures Ltd.'s creditors are
given until Aug. 9, 2007, to prove their claims to Dwight Dube
and Richard Gordon, the company's liquidators, 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.

Morgan Stanley's shareholders agreed on June 27, 2007, to place
the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

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


NFA (CAYMAN): Sets Last Shareholders Meeting for Aug. 9
--------------------------------------------------------
NFA (Cayman) Ltd. will hold its final shareholders
meeting on Aug. 9, 2007, at:

          Queensgate House
          George Town, Grand Cayman
          Cayman Islands

These agendas will be taken during the meeting:

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

   2) 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 liquidator can be reached at:

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


OAM FINANCE: Proofs of Claim Must be Filed by Aug. 9
-----------------------------------------------------
OAM Finance Fund Ltd.'s creditors are given until Aug. 9, 2007,
to prove their claims to Stuart K. Sybersma and Ian A. N. Wight,
the company's liquidators, 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.

OAM Finance's shareholders agreed on June 21, 2007, to place
the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

        Stuart Sybersma
        Attention: Mervin Solas
        Deloitte
        P.O. Box 1787
        George Town, Grand Cayman
        Cayman Islands
        Tel: (345) 949 7500
        Fax: (345) 949 8258


OFFSHORE CRUDE: Proofs of Claim Must be Filed by Aug. 9
------------------------------------------------------
Offshore Crude Purchasing Ltd.'s creditors are given until
Aug. 9, 2007, to prove their claims to George C. Barry, 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.

Offshore Crude's shareholders agreed on June 21, 2007, to place
the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

        George C. Barry
        1185 Avenue of the Americas
        New York, N.Y. 10036
        USA


OFFSHORE CRUDE: Sets Last Shareholders Meeting for Aug. 9
--------------------------------------------------------
Offshore Crude Purchasing Ltd. will hold its final shareholders
meeting on Aug. 9, 2007, at:

           1185 Avenue of the Americas
           New York, New York 10036
           USA

These agendas will be taken during the meeting:

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

   2) 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 liquidator can be reached at:

           George C. Barry
           1185 Avenue of the Americas
           New York, N.Y. 10036
           USA


OWWS LIMITED: Proofs of Claim Filing Deadline Is Aug. 9
-------------------------------------------------------
OWWS Ltd.'s creditors are given until Aug. 9, 2007, to prove
their claims to Law Yui Lun and Wong Man Chung, Francis, the
company's liquidators, 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.

OWWS Ltd.'s shareholders agreed on June 21, 2007, to place
the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

        Law Yui Lun
        Wong Man Chung, Francis
        Joannah Small of Maples and Calder
        P.O. Box 309
        George Town, Grand Cayman
        Cayman Islands




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


BANCOLOMBIA: Local Stock Market Share Sale Brings in COP324B
------------------------------------------------------------
Bancolombia said in a filing with the Colombian securities
regulator that it has raised COP324 billion selling 21 million
shares on the local stock market.

Dow Jones Newswires relates that Bancolombia sold some 21.3
million preferred shares at COP15,205 each.

Bancolombia offered to sell as many as 60 million shares.  It
will sell the remainder on the New York Stock Exchange, Dow
Jones states.

Bancolombia is Colombia's largest full-service financial
institution, formed by a merger of three leading Colombian
financial institutions.  Bancolombia's market capitalization is
over US$5.5 billion, with US$13.8 billion asset base and US$1.4
billion in shareholders' equity as of Sept. 30, 2006.
Bancolombia is the only Colombian company with an ADR level III
program in the New York Stock Exchange.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
June 27, 2007, Moody's Investors Service changed the outlook to
positive from stable on its Ba3 long-term foreign currency
deposit ratings and Ba1 long-term foreign currency subordinated
bond rating for Bancolombia, S.A.

As reported in the Troubled Company Reporter-Latin America on
May 4, 2007, Fitch Ratings downgraded and removed from Rating
Watch Negative Bancolombia's long-term and short-term local
currency Issuer Default Ratings and Individual rating:

   -- Individual rating to 'C/D' from 'C';
   -- Local currency long-term IDR to 'BB+' from 'BBB-'; and
   -- Local currency short-term rating to 'B' from 'F3';

In addition, Fitch affirmed these ratings:

   -- Foreign currency long-term IDR at 'BB+';
   -- Foreign currency short-term rating at 'B'; and
   -- Support rating at '3'.

Fitch says the rating outlook was stable.


BRIGHTPOINT INC: Extends Services Pact with Virgin Mobile
---------------------------------------------------------
Brightpoint Inc.'s subsidiary, Brightpoint North America L.P.
has extended its services agreement with Virgin Mobile USA, LLC
through April 2012. Under this agreement, Brightpoint will
continue to provide Virgin Mobile USA with inventory management,
packaging, retail and end-user fulfillment, and returns
management services.

"We are happy to extend our services agreement with Virgin
Mobile USA and look forward to providing them with a full range
of customized logistic services as they continue to grow their
subscriber base in the U.S.," stated J. Mark Howell, President
of Brightpoint, Inc. and Brightpoint Americas.  "We believe our
skill-set and expertise in wireless logistics offers a
compelling value proposition to Virgin Mobile USA and their
customers."

"We have enjoyed a close partnership with Brightpoint and
Brightpoint Americas since we first launched in 2002.  We have
been pleased with the way that they have changed their logistic
services as our needs changed," said Tim Evans, Vice President
of Handset Planning and Operations, Virgin Mobile USA.

                       About Virgin Mobile

Virgin Mobile USA -- http://www.virginmobileusa.com/--provides
more than 4.8 million customers with control, flexibility and
choice in wireless service, rich data content and innovative
products without annual contracts.  Voice pricing plans range
from monthly options with unlimited nights and weekends to by-
the-minute offers, allowing consumers to adjust how and what
they pay according to their needs.  Virgin Mobile's full slate
of smart, stylish and affordable handsets, including the popular
Switch Back and Slice, are available at top retailers in more
than 35,000 locations nationwide.

Virgin Mobile USA's national coverage is powered by the Sprint
Nationwide PCS Network, and the company, which launched in 2002,
is a joint venture between Sir Richard Branson's Virgin Group
and Sprint Nextel.  J.D. Power and Associates has ranked Virgin
Mobile highest in customer satisfaction among wireless prepaid
services, and its own customers report a 94% satisfaction rate.
Virgin Mobile contributes 5% of profits from downloadable
content to The RE*Generation, its pro-social initiative to help
homeless teens, through donations to charitable partners or
funding of programs that support and raise awareness for young
people in need; and provides postage-paid return envelopes in
every new package for customers to recycle old phones.

                      About Brightpoint

Headquartered in Plainfield, Indiana, Brightpoint, Inc. --
http://www.brightpoint.com/-- engages in the distribution of
wireless devices and accessories, as well as provision of
customized logistic services to the wireless industry.  The
company primarily operates in Australia, Colombia, Finland,
Germany, India, New Zealand, Norway, the Philippines, the Slovak
Republic, Sweden, United Arab Emirates and the United States.
The company's customers include mobile operators, mobile virtual
network operators, resellers, retailers and wireless equipment
manufacturers.  Brightpoint was incorporated in 1989 under the
name Wholesale Cellular USA, Inc. and changed its name to
Brightpoint Inc. in 1995.

                        *     *     *

On April 12, 2006, Standard & Poor's placed Brightpoint's long-
term local and foreign issuer credit ratings at BB- with a
stable outlook.


PARKER DRILLING: Names David Mannon as President & COO
------------------------------------------------------
Parker Drilling Company has appointed David C. Mannon as
president and chief operating officer.  Mr. Mannon joined Parker
Drilling in 2004 as senior vice president and chief operating
officer.  He succeeds Robert L. Parker Jr., who resumes his role
as chairman and chief executive officer.  Mr. Mannon will
continue to report to Mr. Parker.

"Our organization welcomes the strategic and operational
expertise that David brings to this important role," said Mr.
Parker.  "He has been instrumental in creating a strategic plan
which is a major contributor toward the impressive growth of our
company, and has been the driving force behind our advances in
operational efficiency and fleet technology.  We look forward to
his continued contributions toward the advancement of Parker
Drilling as one of the industry's leading drilling services
providers."

Mr. Mannon has 27 years experience in the drilling industry,
holding positions of increasing responsibility.  He began his
career with SEDCO-FOREX, formerly SEDCO, in 1980 as a drilling
engineer and joined Triton Engineering Services Company, a
subsidiary of Noble Drilling, in 1988, where he held a number of
managerial positions culminating with his appointment as
president and chief executive officer in 2003.

Mr. Mannon earned a Bachelor of Science degree in civil
engineering from Southern Methodist University and a master of
business administration from the University of Houston.

Headquartered in Houston, Texas, Parker Drilling Company --
http://www.parkerdrilling.com/-- provides contract drilling and
drilling-related services worldwide.  The company has rigs
located in Indonesia, New Zealand, Colombia and Mexico, among
others.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
July 3, 2007, Standard & Poor's Ratings Services assigned its
'B-' rating to contract drilling and rental tool provider Parker
Drilling Co.'s (Parker) proposed US$115 million convertible
senior notes due 2012.  S&P also affirmed the 'B' corporate
credit rating on Parker and the 'B-' rating on its
US$150 million senior floating rate notes due 2010 and US$225
million senior notes due 2013.  S&P said the outlook is
positive.


* BOGOTA: Fitch Lifts Issuer Default Rating to BB+ from BB
----------------------------------------------------------
Fitch Ratings has upgraded Bogota, Distrito Capital's long-term
foreign currency Issuer Default Rating to 'BB+' from 'BB' and
affirmed the long-term local currency IDR at 'BBB-'.  The Rating
Outlook is Stable.

Such actions are the result of the same revision announced by
Fitch on Colombia's sovereign ratings on June 21, 2007.  In this
sense, Bogota's international ratings are limited by Colombia's
sovereign risk.  In addition, Fitch is expected to assign a
'BB+' rating to Bogota's US$300 million Colombian Peso-
denominated notes due 2028. The notes will pay annually a fixed
interest rate, will constitute direct, general, unconditional,
unsubordinated and unsecured obligations of Bogota, and will
rank equally will all other existing and future unsubordinated
and unsecured external indebtedness of the Capital District.

Bogota's international ratings are based on the following credit
strengths:

  -- Strong management;

  -- Consistent budgetary surplus position;

  -- Affordable debt, given the district's financial position
     and favorable terms and conditions in its financial
     obligations;

  -- Highly valuable assets that generate a consistent stream of
     capital revenues for the District, strengthening the
     entity's financial flexibility;

  -- Economic strength within the national context, being the
     largest regional economy.

However, they also show the following risks or limitations:

  -- Relatively high debt level;

  -- High unemployment rates, although with a declining trend;

  -- Increasing social and infrastructure needs of a growing
     population, although addressed through substantial and
     growing capital expenditures.

Bogota's debt levels remain high but affordable. As of May 2007,
the district's total debt amounted to US$873.6 million
(approximately US$1.7 billion Colombian Pesos), of which
US$615.9 million is internal debt and the remaining US$257.7
million is external debt.  External debt represents 29.5% of
total debt (54% in 2002) and within that, 84.6% is hedged to
currency risk, leaving only 4.5% of total debt without
protection from exchange rate volatility.  Furthermore, 27.7% of
Bogota's debt has a fixed interest rate, a percentage that has
been increasing year over year (17.6% in 2002).  In 2006,
interest payments over operating surplus showed a ratio of 7.9%,
which is quite lower than the 40% maximum established in the
terms of Colombian Law 358.  The total debt-to-current revenues
ratio reached 39.1%, which is also below the 80% limit
established by the same Law. Finally, the district's projections
consider an increase in debt to a level of up to US$2.5 billion
Colombian Pesos at the close of 2007, not representing a credit
concern at this time, since the budgetary position and credit
profile of Bogota has strengthened over the last years.

On the economic side, Bogota continues being the largest
regional economy in the country contributing approximately 23.5%
of Colombia's Gross Domestic Product.  The district's economy,
following the same trend as the nation, has started to
consolidate its dynamism in the last two years, showing growth
rates higher than 5%.  With over 7.3 million inhabitants,
Bogota's population represents 15.7% of Colombia's total.
Unemployment has improved considerably, decreasing from 18.2% in
2002 to 11.5% in 2006.  Finally, regarding public services,
education and health coverage, Bogota stands out among Colombian
cities with the highest indicators.


* COLOMBIA: Gov't Okays Sale of Shares in Five Power Utilities
--------------------------------------------------------------
The Colombian government news agency SNE reports that the
government has ratified the sale of the shares it holds in power
utilities Boyaca, Santander, Meta, Cundinamarca and Norte de
Santander.

Business News Americas relates that the shares will be offered
in two rounds:

          -- the first directed to the solidarity sector that
             includes active and retired workers of the
             companies, pension funds, mutual funds and
             cooperatives.  The first round will take two months
             and interested parties will be able to access a
             line of credit to finance the purchase; and

          -- the remaining shares will be opened to the general
             public in a second round of sales.

According to BNamericas, the government wants to sell its stake
in the utilities for a total of COP946 billion.  The government
will sell:

          -- its 99.63% stake in Boyaca for COP366 billion,

          -- its 79.15% stake in Norte de Santander for COP122
             billion,

          -- its 55.7% stake in Meta for COP75.7 billion,

          -- its 79% stake in Santander for COP226 billion, and

          -- its 88.14% stake in Cundinamarca for COP157
             billion.

The government said in a statement that it will re-evaluate the
share prices if sales go on to the second round.

Proceeds from the sales will go to the departmental governments
"where the utilities are located for projects" to boost regional
development and competitiveness, BNamericas states.

As reported in the Troubled Company Reporter-Latin America on
June 15, 2007, Standard & Poor's Ratings Services assigned its
'BB+' long-term senior unsecured rating to the Republic of
Colombia's proposed 2027 Global Titulos de Tesoreria bond, a
bond denominated in Colombian pesos but payable in US dollars.




=======
C U B A
=======


* CUBA: Launches Free Trade Pact Talks with Dominican Republic
--------------------------------------------------------------
Cuba has launched talks with the Dominican Republic to formalize
a free trade accords, DR1 Newsletter reports.

News daily Hoy relates that trade is increasing between the
Dominican Republic and Cuba.  The agreement is considered as a
way to facilitate trade.

In the first quarter of 2007, trade between the Dominican
Republic and Cuba has increased 32%, DR1 notes, citing Bertha
Verdura, who is in charge of commercial affairs at the Cuban
Embassy.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Dec. 18, 2006, Moody's Investors Service said that Cuba's Caa1
foreign-currency issuer rating reflects the debt moratorium that
has been in place for more than 15 years, leading to the
accumulation of principal and interest arrears.

Moody's assigned these ratings on Cuba:

      -- CC LT Foreign Bank Deposit, Caa2
      -- CC LT Foreign Currency Debt, Caa1
      -- CC ST Foreign Bank Deposit, NP
      -- CC ST Foreign Currency Debt, NP
      -- Issuer Rating, Caa1




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


BANCO INTERCONTINENTAL: Jose Malkun Says Fraud Case to End Soon
---------------------------------------------------------------
Former central banker Jose Lois Malkun told Dominican Today that
he expects the Banco Intercontinental fraud case to end soon.

Mr. Malkun commented to Dominican Today, "It's already three
years old and I hope that justice makes its decision; whether if
there is all the sufficient evidence that shows what we
presented at that time in the accusation of the bank [Banco
Intercontinental executives."

The entire process of Banco Intercontinental's intervention was
legal and with the knowledge of the Monetary Board, Dominican
Today says, citing Mr. Malkun.

"Seventy percent of the banks (during Banco Intercontinental's
collapse) had a crisis of liquidity and solvency," Mr. Malkun
told Dominican Today.

Dominican Today relates that Mr. Malkun will be testifying in a
hearing in the First Collegiate courtroom as a witness
subpoenaed by the legal representatives of former Banco
Intercontinental head Ramon Baez Figueroa.

The report says that Progreso bank group former president Pedro
Castillo and central banker Hector Valdez Albizu will also be
testifying.

Former Banco Intercontinetal adviser Luis Alvarez Renta's
defense lawyers continue to present documents before the court
to prove his alleged innocence, Dominican Today states.

Located in Dominican Republic, Banco Intercontinental aka
Baninter collapsed in 2003 as a result of a massive fraud that
drained it of about US$657 million in funds.  As a consequence,
all of its branches were closed.  The bank's current and savings
accounts holders were transferred to the bank's new owner --
Scotiabank.  The bankruptcy of Baninter was considered the
largest in world history, in relation to the Dominican
Republic's Gross Domestic Product.  It cost Dominican taxpayers
DOP55 billion and resulted to the country's worst economic
crisis.


* DOMINICAN REPUBLIC: Launches Free Trade Pact Talks with Cuba
--------------------------------------------------------------
The Dominican Republic has launched talks with Cuba to formalize
a free trade accords, DR1 Newsletter reports.

News daily Hoy relates that trade is increasing between the
Dominican Republic and Cuba.  The agreement is considered as a
way to facilitate trade.

In the first quarter of 2007, trade between the Dominican
Republic and Cuba has increased 32%, DR1 notes, citing Bertha
Verdura, who is in charge of commercial affairs at the Cuban
Embassy.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 4, 2007, Moody's Investors Service upgraded the Dominican
Republic government's foreign- and local-currency bond ratings
to B2 from B3.  The Dominican Republic's foreign-currency
country ceiling was upgraded to Ba3 from B1.  The country's
ceiling for foreign-currency bank deposits was also upgraded to
B3 from Caa1.  Moody's said all ratings have stable outlook.




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


ADVANCED MICRO: Special Stockholders Meeting Set for July 16
------------------------------------------------------------
Advanced Micro Devices Inc. will hold a special Meeting of
Stockholders at 9:00 a.m. CDT (10:00 a.m. EDT) on July 16, 2007,
at The Hilton Austin Airport Hotel in Austin, Texas.

At the meeting, the company will vote on an amendment to
increase the size of an employee stock-purchase plan by 8
million shares, the Wall Street Journal Reports, citing company
spokesman Drew Prairie.

Advanced Micro Devices -- http://www.amd.com/-- (NYSE: AMD)
designs and manufactures microprocessors and other semiconductor
products.

The company has a facility in Singapore. It has sales offices in
Belgium, France, Germany, the United Kingdom, Mexico and Brazil.

                          *     *     *

As reported in the Troubled Company Reporter on May 2, 2007,
Moody's Investors Service affirmed AMD's B1 corporate family
rating while revising to Ba2 from Ba3 the ratings on both the
currently secured US$390 million notes due 2012 (2012 Note) and
the US$1.7 billion remainder of the original US$2.5 billion term
loan due 2013.  The rating outlook remains negative.


BANCA MIFEL: Fitch Rates US$125 Mil. Subordinated Notes at B+
-------------------------------------------------------------
Fitch Ratings expects to rate Banca Mifel's upcoming issuance
for up to US$125 million perpetual non-cumulative junior
subordinated callable notes 'B+'.  This rating will be made
final upon receipt of conclusive documents confirming
information already received.

The expected rating on the issue reflects that they will be
ranked junior to senior unsecured and non-junior subordinated
debtors.  These securities will likely be scored as class D (75%
equity credit under Fitch's capital assessment approach), but it
should be noted that hybrids can only account for 30% of Fitch's
definition of eligible capital (post-hybrids).

Fitch currently rates Mifel as:

  -- Foreign and local currency long-term Issuer Default Ratings
     'BB';

  -- Foreign and local currency short-term rating 'B';

  -- Individual 'C/D';

  -- Support '5', and a Support Rating Floor of 'NF' (no floor);

  -- National-scale long-term rating 'A-(mex)';

  -- National-scale short-term rating 'F2(mex)'.

The Rating Outlook is Stable.

Mifel's ratings reflect its adequate capitalization, liquidity
and asset quality.  The ratings also factor in its limited
revenue diversification and weak operating efficiency, which
constrain profitability, as well as some borrower and sector
concentrations, its modest franchise and the risks and
challenges associated with ample projected growth in the
following years.  Given the projected risk-weighted assets,
Fitch expects Mifel will sustain capital ratios above 14% under
Fitch's approach in the foreseeable future (2007-2010), which is
consistent with the management's target range of 14%-15% in
terms of regulatory capital ratios.

Established in 1993, Banca Mifel is the largest subsidiary of
Grupo Financiero Mifel, which also has factoring, leasing and
mutual fund management companies.  The bank has traditionally
targeted SMEs and medium-sized real estate developers, but
expects to grow increasingly diversified to other sectors,
namely mortgages and loans for sub-national governments.  As of
March 2007, Mifel had 18 branches and its overall market share
in terms of loans, assets and deposits was less than 0.5%.  At
end-2006, the bank's assets, deposits and equity amounted to
US$698 million, US$567 million and US$88 million, respectively.
It has operation in Mexico.


BANCA MIFEL: S&P Places B- Rating on US$125-Million Notes
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' long-term
subordinated debt rating to Banca Mifel S.A.'s (BB-/Stable/B)
US$125 million perpetual noncumulative nonpreferred subordinated
notes to be issued.

The rating assigned to Banca Mifel's perpetual noncumulative
subordinated nonstep-up notes reflects the subordination of the
notes, the potential deferability of interest and capital
payments, and Banca Mifel's overall financial strength.
According to our criteria on hybrid capital, the securities will
be classified as 'Category 2, Intermediate-Strong' with a 33%
equity content for adjusted common equity.

The counterparty credit rating on Banca Mifel is based on
important on-balance-sheet concentrations in the real estate and
textile sectors, as well as a high level of restructured loans
on the credit portfolio.  The ratings reflect the bank's
adequate financial performance during the past three years, a
stable and loyal client base, and improvements to credit risk
management.

Established in 1993, Banca Mifel is the largest subsidiary of
Grupo Financiero Mifel, which also has factoring, leasing and
mutual fund management companies.  The bank has traditionally
targeted SMEs and medium-sized real estate developers, but
expects to grow increasingly diversified to other sectors,
namely mortgages and loans for sub-national governments.  As of
March 2007, Mifel had 18 branches and its overall market share
in terms of loans, assets and deposits was less than 0.5%. At
end-2006, the bank's assets, deposits and equity amounted to
US$698 million, US$567 million and US$88 million, respectively.
It has operation in Mexico.


CARDTRONICS INC: Moody's Junks Rating on Planned US$125MM Notes
---------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Cardtronics,
Inc.'s proposed additional US$125 million "tack-on" high yield
subordinated notes, which will be used to fund the US$135
million acquisition of the assets of financial services business
of 7-Eleven.

Moody's also affirmed the corporate family rating of Cardtronics
of B3.  The rating outlook is stable.  The subordinated notes
rating is one notch off the corporate family rating due to the
subordinated preference and the presence of a senior secured
first-lien revolver (not rated) in the capital structure.

The B3 corporate family rating reflects Cardtronics' high debt
leverage, low interest coverage, negative free cash flow due to
very high capital expenditures, moderate customer concentration,
very modest asset coverage due to a low proportion of fixed
assets and a high level of intangible assets and goodwill,
company's relatively high acquisition appetite and slightly
higher merchant attrition rate in the merchant-owned accounts.

However, the rating also reflects Cardtronics leading position
in the growing ATM industry, stability provided by recurring
revenues from long term service contracts, favorable credit
profile of large national, retail and convenience store clients,
and strong service delivery performance as measured by system
availability in excess of 98%, which supports high client
retention in the company-owned accounts.  The increased
diversity of Cardtronics' revenue base due to its operations in
UK and Mexico is a further supporting factor for the ratings.

These ratings are assigned:

-- US$125 million subordinated debt rating Caa1, LGD4, 67%

These ratings are affirmed:

-- Corporate family rating of B3
-- Probability of default rating of B3
-- US$200 million subordinated debt rating of Caa1, LGD4, 67%

The rating outlook is stable.

There could be upward pressure on the ratings should the company
experience sustained organic revenue growth, contained capital
spending, such that debt leverage as measured by debt to EBITDA
less capital expenditures falls below 8 times and EBITDA less
capital expenditures interest coverage is greater than 1.0x.
Conversely, a significant increase in debt financed acquisition
spending, weakening cash flow relative to debt service coverage
and increasing capital spending needs could result in negative
ratings pressure.

Headquartered in Houston, Texas, Cardtronics Inc.--
http://www.cardtronics.com/-- is a non-bank owner/operator of
ATMs with more than 25,000 locations.  The company operates in
every major U.S. market, at approximately 1,500 locations
throughout the U.K. and over 500 locations in Mexico.


CEMEX SAB: Begins Compulsory Acquisition of Rinker's Shares
-----------------------------------------------------------
CEMEX S.A.B. de C.V. has a relevant interest in more than 90% of
the shares of Rinker Group Limited as a result of acceptances
received under its Offer to acquire Rinker shares.

In accordance with its stated intentions, CEMEX will now proceed
to compulsorily acquire all Rinker shares, which are not
acquired under the Offer.  Attached is a compulsory acquisition
notice, which has been lodged with the Australian Securities &
Investments Commission. This notice will be sent to the
remaining Rinker shareholders together with the attached
covering letter and consideration election form.

The Offer will close at 7:00 p.m. (Sydney time) or 5:00 a.m.
(New York time) on July 16, 2007.

CEMEX SA -- http://www.CEMEX.com/-- is a growing global
building solutions company that provides high quality products
and reliable service to customers and communities in more than
50 countries throughout the world.  Commemorating its 100th
anniversary in 2006, CEMEX has a rich history of improving the
well-being of those it serves through its efforts to pursue
innovative industry solutions and efficiency advancements and
to promote a sustainable future.

                        *     *     *

On May 30, 2005, Moody's Investors Service revised the
ratings outlook on Cemex S.A. de C.V.'s Ba1 ratings to positive
from stable.  Ratings affected include the company's Ba1 ratings
on approximately US$110 million in senior unsecured Euro notes
and its senior implied rating.


CORPORACION DURANGO: Fitch Rates Planned US$520-Mil. Notes at B+
----------------------------------------------------------------
Fitch Ratings has assigned a 'B' foreign and local currency
issuer default rating to Corporacion Durango, S.A. de C.V.'s.
In conjunction with this rating action, Fitch has assign a 'B+'
rating to the company's proposed $150 million amortizing five
year notes and its proposed US$370 million notes due in 2017.
These notes have also been assigned a Recovery Rating of 'RR3',
which is consistent with an anticipated recovery of 50%-70% in
the event of a default.  The expectation of an above average
recovery in the event of default has resulted in the notes being
notched up one level from the company's IDR.

Durango's credit ratings are supported by the company's leading
business positions in corrugated boxes, containerboard and
newsprint within Mexico.  Further considered in the company's
ratings are its operations in New Mexico, Texas and Arizona,
which complement the company's focus on manufacturers based in
Mexico and aide in its collection of recycled paper.

Balanced against these strengths are the company's high leverage
and the cyclical nature of the paper and packaging industries.
While market conditions are generally considered favorable for
Durango at this moment, a sudden downturn in the industry would
squeeze the company's debt service ability and could forestall
its debt reduction efforts.  Further considered in Durango's
credit ratings is the amount of money the company uses to
finance sales to its Mexican clients.  Historically, downturns
in Mexico's economy have resulted in the growth of the days
receivables are outstanding for Durango and has put pressure on
the company's cash flow from operations.  In recent years
Durango has made strides to reduce its reliance upon the
purchase of recycled fiber in the U.S. - mainly old corrugated
containers.  Nevertheless, the company still imports nearly one-
third of its recycled fiber requirements.  If prices for
recycled fiber in the U.S. move sharply upward due to purchases
by the Chinese, as happened in 2002, the company may not be able
to pass price increases to its clients and its margins would be
squeezed.

During 2006, Durango generated US$114 million of operating
EBITDA and $77 million of funds from operations.  These figures
are improvements from US$73 million of EBITDA and US$40 million
of FFO in 2005 and were driven by increased sales volumes and
higher prices.  Durango had US$554 million of debt as of Dec.
31, 2006.  Its total debt-to-EBITDA ratio for 2006 was 4.8 times
and its FFO-to-Leverage ratio was 7.2x.

Durango reduced its total debt by US$93 million in 2006.  The
company also purchased land and an industrial facility in
Tizayuca, Mexico, for US$10 million.  In conjunction with this
acquisition, the company entered an agreement to lease equipment
at this site, which that has an installed capacity of 200,000
tons of linerboard per year and 100,000 tons of corrugated
boxes.  Sources of cash for the debt reduction and acquisition,
in addition to US$61 million of free cash flow, were a US$30
million equity infusion by the Rincon family and a reduction in
the company's cash balance to US$43 million at the end of 2006
from US$66 million at the end of the prior year.

The Rincon family owns 80.4% of the company, while the rest is
publicly held.  The family is actively involved in the day-to-
day operations of the company with several members of the family
in key business positions.  Shares representing 28% of the
company's stock have been pledged to Banamex by the Rincon
family and Administradora Corporativa y Mercantil, S.A. de C.V.,
a company owned and controlled by the Rincon family, to secure a
loan made by Banamex to ACM.  According to terms of the pledge
agreement, Banamex may sell these shares if the price of
Durango's stock meets or exceeds the peso equivalent of $1.50 on
the Mexican Stock Exchange, regardless of whether or not an
event of default has occurred.  At US$1.50 per share, this would
represent sales proceeds of US$46.5 million to Banamex.  It is
possible that in the future the Rincon family will use the free
cash flow of Durango or its balance sheet to raise the funds
that are necessary to repay all or a part of ACM's loan from
Banamex, thereby preventing the dilution of their ownership
stake in Durango.

Corporacion Durango, S.A. de C.V.(BMV: CODUSA), the largest
papermaker in Mexico, announced Tuesday that the First Federal
District Court in Durango, Mexico, has approved the Company's
plan of reorganization and declared the termination of its
"Concurso Mercantil" proceeding.


LEVI STRAUSS: May 27 Balance Sheet Upside-Down by US$865.2 Mil.
---------------------------------------------------------------
Levi Strauss & Co. earned US$46 million of net income on US$1
billion of revenues for the three months period of May 27, 2007,
compared to US$40 million of net income on US$961 million of
revenues for the same period of 2006.

As of May 27, 2007, the company's balance sheet reported US$2.7
billion in total assets, US$3.5 billion in total debts and a
Stockholders' deficit of US$865.2 million.

"Our growth momentum continues," said John Anderson, chief
executive officer. "Our premium products are resonating with
consumers. North America – our largest region – is delivering
good revenue performance, and I'm particularly pleased with
Europe's progress. We have more work to do in Japan, Korea and
the U.S. Levi Strauss Signature® brand, but our solid first half
puts us on track for a good year."

                    Second-Quarter 2007 Results

   -- Gross profit increased 4 percent to US$463 million for the
      second quarter compared to US$446 million for the same
      period of 2006.  Gross margin decreased 1 percent to 45.6
      percent of net revenues for the quarter compared to 46.4
      percent of net revenues in the same period last year.  The
      lower gross margin reflects increased sales allowances and
      markdowns, and sales growth of lower-margin products.

   -- Selling, general and administrative expenses for the
      quarter increased 7 percent to US$345 million from
      US$324 million in the 2006 period.  Higher SG&A expenses
      in the 2007 period were primarily attributable to
      increased selling expense related to new company-operated
      stores, and higher distribution and marketing expenses in
      line with the improved net revenues for the quarter.
      Operating income increased 3 percent to US$118 million
      compared to US$115 million for the second quarter of 2006.
      Operating income improved due to lower restructuring
      charges in the 2007 period compared to 2006.

   -- Interest expense decreased 10 percent for the quarter to
      US$56 million compared to US$62 million for the prior year
      period.  The decrease is the result of our debt
      refinancing and debt reduction actions taken during 2006
      and 2007, which resulted in lower debt levels and lower
      average borrowing rates.

"We delivered another quarter of net revenue and net income
growth.  Our strong cash flow allowed us to further reduce debt
while we continue to invest in the business," said Hans Ploos
van Amstel, chief financial officer.  "Given our first-half
performance, we expect modest net revenue and net income growth
for the fiscal year."

                      About Levi Strauss

Founded in 1853 by Bavarian immigrant Levi Strauss, Levi Strauss
& Co. -- http://www.levistrauss.com/-- is one of the world's
largest brand-name apparel marketers with sales in more than 110
countries.  The company market-leading apparel products are sold
under the Levi's(R), Dockers(R) and Levi Strauss Signature(R)
brands.

Levi Strauss & Co. is privately held by descendants of the
family of Levi Strauss.  Shares of company stock are not
publicly traded.  Shares of Levi Strauss Japan K.K., the
company's Japanese affiliate, are publicly traded in Japan.

The company employs a staff of approximately 10,000 worldwide,
including approximately 1,010 at the company's San Francisco,
California headquarters.  Levi Strauss Europe is headquartered
in Brussels, Belgium, while Levi's Asia Pacific division is
based in Singapore.  Levi's has operations in Brazil, Mexico,
Chile and Peru.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 6, 2007, Standard & Poor's Ratings Services assigned its
'B' rating to apparel marketer and distributor Levi Strauss &
Co.'s proposed US$325 million senior unsecured term loan due
2014.  Proceeds from the term loan, along with cash on hand,
will be used to retire or fully call the existing US$380 million
floating rate notes due April 2012.

At the same time, Standard & Poor's said it raised all of its
ratings on the company by one notch, including raising its 'B-'
long-term corporate credit rating to 'B'.  S&P said the outlook
is positive.


PORTRAIT CORP: Insurers Balks at Joint Second Amended Plan
----------------------------------------------------------
Continental Casualty Company, Transportation Insurance Company
and Transcontinental Insurance Company and their American
affiliated insurance companies objected to the Portrait
Corporation of America Inc. and its debtor-affiliates' Second
Amended Joint Chapter 11 Plan of Reorganization.  The insurers
claim that the Plan doesn't contain sufficiently specific
information about their claims and releases.

Lumbermens Mutual Casualty Company and its affiliates insurance
companies also objected to the Plan.

As previously reported in the Troubled Company Reporter, the
U.S. Bankruptcy Court for the Southern District of New York has
set a hearing today, July 11, 2007, to consider confirmation of
the Debtors' Plan.

As reported in the Troubled Company Reporter on June 12, 2007,
the Debtors sold substantially all of its operating assets to
Consumer Programs Inc.

A sale motion and asset-purchase agreement indicated that the
buyer of the company's assets would be assuming all workers
compensation liabilities, but doesn't contain specifics
concerning how this is to be done.

Also on June 4, 2007, the Court approved the Debtors' Supplement
to Debtors' Disclosure Statement Relating to Second Amended
Joint Plan Under Chapter 11 of the Bankruptcy Code.  Neither the
Supplement nor the Plan clarifies how the Debtors and CPI
anticipate the resolution and satisfaction of amounts due and
owing to CNA on account of the Insurance Agreements.  Nor do the
Plan and Supplement clarify claims handling responsibility under
the Insurance Agreements.

In light of the language of the Sale Order and the Plan, the
treatment of workers' compensation claims and the handling of
those claims is unclear.  Pursuant to the Purchase and
Sale Agreement, CPI agreed to assume all of the Debtors' workers
compensation liabilities.  CPI did not, however, assume the
Insurance Agreements.

The Sale and Purchase Agreement, Sale Order and Plan are unclear
as to the ultimate disposition of the Debtors' liability for
workers' compensation claims.  Although the Debtors purport to
assign their workers compensation liabilities to CPI, none of
the referenced documents provide relief to the Debtors from the
preexisting liabilities.  Further, none of the documents resolve
issues regarding the handling of claims that would be otherwise
covered by CNA pursuant to the Insurance Agreements.  Lastly,
the Plan, the Sale Order and Sale and Purchase Agreement fail to
provide any guidance as to CAN or Kemper's remaining obligations
under the Insurance Agreements.  However, to the extent the Plan
purports to modify the terms of the Insurance Agreements, such
modification is inappropriate and cannot be approved.

Klestadt & Winters, LLP, and Wildman, Harrold, Allen & Dixon
LLP, represent the insurers.

                     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.




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PAYLESS SHOESOURCE: Enters Into Remodelling Contracts with Quest
----------------------------------------------------------------
Payless ShoeSource Inc. has selected Quest Service Group LLC to
perform store remodels in the Northeast United States.  The
projects were kicked off in early June.

The remodels are completed within one to two weeks and involve
flooring, painting, electrical work, and fixturing.  The Payless
ShoeSource stores range in size from 1,000 sq. ft. to
3,000 sq. ft.

"We are proud that Payless ShoeSource chose Quest as a first
class service provider," said Brad Gerstman, President of Quest.
"We appreciate that the footwear giant recognizes our reputation
for providing unparalleled service to our customers," he said.

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.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 28, 2007, 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
US$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;
   -- US$200 million 8.25% senior subordinated notes




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CUMMINS INC: Board Ups Dividend by 39% to US$0.25 Per Share
-----------------------------------------------------------
The Cummins Inc.'s Board of Directors increased the company's
quarterly cash dividend on common stock by 39 percent to 25
cents per share, up from 18 cents per share.  The dividend is
payable on August 31 to shareholders of record on August 17.

"After three consecutive years of record financial results, the
Company continues to perform extremely well," said Tim Solso,
Cummins Chairman and Chief Executive Officer.  "Today's actions
are indicative of the Board's continued confidence in the
Company's ability to grow profitably and generate strong cash
flow."

The dividend increase is the second for Cummins in the past year
-– the Company increased its dividend 20 percent in July 2006 --
and comes four months after the Company announced a 2-for-1
stock split.  On a split-adjusted basis, Cummins stock has
nearly doubled in 2007.

"The Company's strong financial performance has resulted in
significant positive cash flow, which has allowed us to
strengthen our balance sheet and invest in profitable growth,"
Mr. Solso said.  "At the same time, we understand the need to
reward our shareholders' confidence in Cummins by returning
value on their investment through increased share price, growing
dividends and repurchasing stock.  Today's decision by the Board
is a strong statement of that commitment."

From 2003 through the end of 2006, Cummins produced an average
annual total return (share price appreciation plus dividend) of
approximately 46 percent – more than triple that of the S&P 500
and more than double that of the company's peer group.

                        About Cummins

Headquartered in Columbus, Indiana, Cummins Inc. (NYSE: CMI)
-- http://www.cummins.com/-- designs, manufactures, distributes
and services engines and related technologies, including fuel
systems, controls, air handling, filtration, emission solutions
and electrical power generation systems.

Cummins has Latin-American operations, particularly in
Venezuela, Brazil, Peru, Colombia, and Argentina.  Its
operations in the Asia-Pacific are found in China, Japan and
Korea.  Its also has facilities in Europe, particularly in the
United Kingdom.

                        *     *     *

Cummins' Junior Convertible Subordinated Debentures carry
Fitch's 'BB' rating with a stable outlook.

Moody's Investors Service raised Cummins' convertible preferred
stock rating to Ba1 from Ba2 and withdrew the company's SGL-1
Speculative Grade Liquidity rating and its Ba1 Corporate Family
Rating.


HARMONY GOLD: Fitch Puts BB+ Rating on US$350-Mil. Senior Bonds
---------------------------------------------------------------
Fitch Ratings has today assigned Harmony Gold Mining Company
Ltd.'s proposed issue of approximately US$350 million fixed-
rate, seven-year bond an expected 'BB+' rating.  The expected
rating is in line with Harmony's 'BB+' Long-term Issuer Default
Rating.  At the same time Harmony's ratings are affirmed at
Long-term IDR 'BB+' with Stable Outlook, Short-term IDR 'B',
National Long-term 'BBB(zaf)' with Stable Outlook and Short-term
'F3(zaf)'.

The final issue rating is contingent on the receipt of final
documents conforming to the information already received.

Proceeds of the bonds will be used to fund Harmony's ongoing
mine development and expansion, in particular its Hidden Valley
project in Papua New Guinea, to repay a bridge loan related to
the project, and for general working capital requirements.  The
bonds will be listed on the Alternative Securities Market of the
Irish Stock Exchange.

The group's main operating subsidiaries will unconditionally and
jointly and severally guarantee Harmony's obligations under the
issue.  Fitch notes that numerous covenants are in place,
including restrictions on incurring or guaranteeing additional
indebtedness, entering into sale and leaseback transactions,
creating liens, declaring dividends on capital stock, selling
assets, and engaging in certain business lines.  The terms of
the bond also include a change of control clause, which subject
to certain terms and conditions, can trigger an offer to
repurchase all notes outstanding.

Harmony is South Africa's third-largest gold producer and the
world's fifth largest (per production volume).

Harmony Gold Mining Company Limited (Harmony) and its
subsidiaries and associates conduct underground and surface gold
mining and related activities, including exploration,
processing, smelting, refining and beneficiation.  Harmony's
principal mining operations are located in South Africa and
Australia, with exploration and evaluation programmes in Papua
New Guinea and Peru.  During the fiscal year ended June 30, 2006
(fiscal 2006), Harmony produced 2.4 million ounces of gold,
predominantly from its operations in South Africa.  Harmony also
owns gold ore resources, with mineral resources of 537.6 million
ounces in fiscal 2006. In June 2006, the Company acquired 37.8%
of the issued share capital of Village Main Reef Gold Mining
Company Limited.




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COVENTRY HEALTH: Moody's Affirms Senior Unsec. Debt's Ba1 Rating
----------------------------------------------------------------
Moody's Investors Service affirmed Coventry Health Care, Inc.'s
ratings -- senior unsecured debt at Ba1 and insurance financial
strength ratings of its key operating subsidiaries at Baa1 --
and changed the outlook to stable from positive.

This action, according to Moody's, is based on Coventry's
announcement to acquire Vista Healthplans for US$685 million.
Moody's stated that the increased level of debt and integration
issues involved as a result of this acquisition make an upgrade
of the company over the next 12 months unlikely.  However, the
rating agency noted, Coventry's financial and business profile
still position the company at the current ratings level;
therefore, the ratings were affirmed and the outlook changed
back to stable.

The last rating action on Coventry occurred on Oct. 6, 2006 when
the outlook was changed to positive from stable.  At that time,
Moody's noted Coventry's progress with the integration of the
First Health business, its solid earnings results, and its
enhanced levels of cash flow from both regulated and unregulated
sources.  While these metrics have not changed, another key
consideration according to the rating agency was the company's
more focused M&A strategy, concentrating on expansion in key
markets to offer comprehensive products on a national basis.

While the Vista Healthplans acquisition does provide expansion
into the key Florida marketplace, the size and scope of this
plan will not add considerably to Coventry's national
capabilities in the near term.  Meanwhile, the increased level
of debt will result in the adjusted financial leverage to be
over 30%.  In addition, a continuing concern of the rating
agency has been Coventry's challenge of managing, growing, and
unifying its 17 distinct health plans into a national company.
With the latest acquisition, the number of distinct health plans
has grown to 18.

The rating agency commented that while Coventry continues to
acquire companies of this nature without providing a clear and
timely strategy that develops it into a national healthcare
company, the resulting increasing debt and inherent integration
issues will make future upgrades unlikely.  However, the ratings
may be upgraded if Coventry focuses on smaller, less risky
acquisitions that involve no additional debt and limited
integration issues, maintains its consolidated NAIC risk based
capital level in the 200% company action level range with
reasonable and profitable growth, maintains annual net margins
of at least 4%, and achieves consistent annual organic
membership growth of 3%.

However, Moody's also said that the ratings may be downgraded if
Coventry were to make a large acquisition involving significant
debt financing or integration challenges, increase its financial
leverage above 35%, experience a decrease in commercial
membership over a twelve month period, if annual net margins
fall below 3%, or if the company experienced integration
problems with a current or future acquisition.

Ratings affirmed with the outlook changed to stable from
positive include:

Coventry Health Care, Inc.:

-- senior unsecured debt rating at Ba1;
-- corporate family rating at Ba1;

HealthAssurance Pennsylvania, Inc:

-- insurance financial strength rating at Baa1;

HealthAmerica Pennsylvania, Inc.:

-- insurance financial strength rating at Baa1;

Group Health Plan, Inc.:

-- insurance financial strength rating at Baa1.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to repay punctually senior
policyholder claims and obligations.

Headquartered in Bethesda, Maryland, Coventry Health Care, Inc.
(NYSE: CVH) -- http://www.cvty.com/-- is a national managed
health care company operating health plans, insurance companies,
network rental/managed care and workers' compensation services
companies.  Coventry provides a full range of risk and fee-based
managed care products and services, including HMO, PPO, POS,
Medicare Advantage, Medicare Prescription Drug Plans, Medicaid,
Workers' Compensation services and Network Rental to a broad
cross section of individuals, employer and government-funded
groups, government agencies, and other insurance carriers and
administrators in all 50 states as well as the District of
Columbia and Puerto Rico.


PEP BOYS: Hires Troy E. Fee as HR Senior Vice President
-------------------------------------------------------
The Pep Boys – Manny, Moe & Jack has appointed Troy E. Fee as
Senior Vice President of Human Resources.  Mr. Fee, who will
join Pep Boys' executive committee of senior leaders, will be
responsible for all aspects of Human Resources for the Company's
almost 19,000 associates.

Mr. Fee comes to Pep Boys from TBC Corporation, the parent
company of organizations such as Big O Tires, Tire Kingdom and
National Tire & Battery, where he served as Vice President of
Human Resources and, most recently, Senior Vice President of
Human Resources Shared Services.  Mr. Fee has more than 20 years
of experience in operations and HR in the tire and automotive
service and repair businesses.  He will report to President and
CEO Jeff Rachor.

Pep Boys also announced that Scott Ross has joined the company
as Divisional Vice President of Service for the West division.
Mr. Ross' career in the automotive industry spans more than 20
years.  Most recently, he held the position of Director of
Operations for Driversselect in Dallas and previously served as
Vice President of Fixed Operations for Group 1 Automotive in
Houston a top-five automotive retailer.

In addition, the company recently welcomed 20-year automotive
industry veteran David Padgett as Divisional Vice President of
Service for the Southwest and Puerto Rico divisions.
Mr. Padgett comes to Pep Boys from AutoNation, where he served
as Regional Fixed Operations Director.  Both Messrs. Ross and
Padgett will report to Senior Vice President of Service Joe
Cirelli.

"I am thrilled to welcome three high-caliber, experienced
leaders like Troy Fee, Scott Ross and David Padgett to the Pep
Boys team," said President and CEO Jeff Rachor.  "Troy is a
seasoned HR executive, and I look forward to working with him to
enhance the associate experience at Pep Boys.  Scott and David
have proven track records as subject matter experts in the
service and parts arena and will be assets to our operations
team."

                        About Pep Boys

The Pep Boys - Manny, Moe & Jack (NYSE: PBY) --
http://pepboys.com/-- has 593 stores and more than 6,000
service bays in 36 states and Puerto Rico.  Along with its
vehicle repair and maintenance capabilities, the Company also
serves the commercial auto parts delivery market and is one of
the leading sellers of replacement tires in the United States.

                        *     *     *

As reported in the Troubled Company Reporter on Sept. 22, 2006,
Standard & Poor's Ratings Services affirmed its 'B+' rating on
Pep Boys-Manny, Moe & Jack's term loan after the company
announced plans to increase the size of the facility by US$120
million to US$320 million.  Proceeds from the additional US$120
million term loan will be used to refinance its convertible
notes which mature in June 2007.  At the same time, the rating
on the US$357.5 million asset-based revolver was raised to 'B+'
from 'B' to properly realign its ratings with the term loan and
to reflect Standard & Poor's increased comfort with the
collateral and terms securing this facility.  The 'B-' corporate
credit and other ratings were affirmed; the outlook is negative.




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


CITGO PETROLEUM: Wildlife Service Official Testifies in Trial
-------------------------------------------------------------
Fanny S. Chirinos at Caller-Times reports that a U.S. Fish and
Wildlife Service official testified against Citgo Petroleum
Corporation in a trial on the firm's alleged violation of the
U.S. Migratory Bird Act.

According to Caller-Times, the official admitted before the U.S.
Department of Justice that he received dead birds on four
occasions in 2003 from Citgo Petroleum workers who had collected
them from two oil/water separator tanks.

Caller-Times relates that the attorneys for the justice
department challenged that the birds, which include ducks and
pelicans, fell into the tanks because Citgo Petroleum, its
subsidiary Citgo Refining and Chemicals Co. and Citgo Refinings
environmental manager Philip Vrazel failed to cover the tanks,
as required by law.

The report says that defendants face five counts of breaching
the Bird Act.

The legal representatives of the Citgo group and Mr. Vrazel
argued that the tanks were equalization tanks and didn't need
roofs, according to federal regulations.  Mr. Vrazel wasn't
responsible for the daily operations of the tanks, Caller-Times
notes.

Caller-Times reports that Special Agent Thomas J. Mason, a
criminal investigator with U.S. Fish and Wildlife, said before
the court that he visited Citgo's East Plant several times and
noticed birds in and around the facility.  "Blue herons nested
on electrical towers near Citgo Tanks 116 and 117, the tanks
from which the dead birds were removed."

"The department is in possession of 17 birds, which are being
kept frozen as evidence in the case," Caller-Times notes, citing
Mr. Mason.

According to the report, Citgo worker Corbin Smith told the
court that he knew birds were falling in the tanks and didn't
notify his supervisors.

Caller-Times states that lead prosecutor Howard P. Stewart
presented before the court:

          -- a bird log recorded by a Citgo worker,

          -- photos of the types of migratory birds found in the
             area, and

          -- Mr. Vrazel's job responsibilities.

Headquartered in Houston, Texas, Citgo Petroleum Corp. --
http://www.citgo.com/-- is owned by PDV America, an indirect,
wholly owned subsidiary of Petroleos de Venezuela SA, the state-
owned oil company of Venezuela.

Petroleos de Venezuela 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.

                        *     *     *

Standard and Poor's Ratings Services assigned a 'BB' rating on
Citgo Petroleum Corp. in Feb. 14, 2006.

Citgo Petroleum carries Fitch's BB- Issuer Default Rating.
Fitch also rates the company's US$1.15 billion senior secured
revolving credit facility maturing in 2010 at 'BB+', its US$700
million secured term-loan B maturing in 2012 at 'BB+', and its
senior secured notes at 'BB+'.


PETROLEOS DE VENEZUELA: Head Defends Firm in Oil Field Conflict
---------------------------------------------------------------
Patrick J. O'Donoghue at VHeadline.com reports that Venezuelan
Energy Minister and state-run oil firm Petroleos de Venezuela SA
President Rafael Ramirez has been defending the company in a
conflict in one of Venezuela's oil fields.

According to VHeadline.com, the Federation of Petroleum and
Petrochemical Workers, or Fedepetrol, alleged that Petroleos de
Venezuela replace members operating drills with "reservists."

Minister Ramirez told VHeadline.com that the drills are property
of the state and are in private hands.  Fedepetrol is trying to
"create a smokescreen by claiming a conflict."

VHeadline.com relates that Petroleos de Venezuela has around 46
drills that had been passed to the private sector under
"President Caldera II's Oil Opening and outsourcing programs."

Minister Ramirez explained to VHeadline.com that the program has
ended.  It is generating problems with "vested interests and
especially contractors."

Some trade union heads are defending their deals with private
contractors, seeking conflicts that don't exist, Minister
Ramirez told VHeadline.com.

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.

As reported on March 28, 2007, Standard & Poor's Ratings
Services assigned its 'BB-' senior unsecured long-term credit
rating to Petroleos de Venezuela S.A.'s US$2 billion notes due
2017, US$2 billion notes due 2027, and US$1 billion notes due
2037.


PETROLEOS DE VENEZUELA: Investing US$4B in Projects with Iran
-------------------------------------------------------------
Venezuelan state-owned oil company Petroleos de Venezuela SA
told VHeadline.com that the country and Iran will invest about
US$4 billion in joint oil projects in the Orinoco Heavy Oil
Belt's Ayacucho 7 zone in Venezuela.

According to the report, the projects are aimed at advancing
certification of massive heavy crude oil reserves.

There are about 31 billion barrels of original oil expected to
go into production within two years, Venezuelan energy and oil
minister and Petroleos de Venezuela head Rafael Ramirez told
reporters.

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.

As reported on March 28, 2007, Standard & Poor's Ratings
Services assigned its 'BB-' senior unsecured long-term credit
rating to Petroleos de Venezuela S.A.'s US$2 billion notes due
2017, US$2 billion notes due 2027, and US$1 billion notes due
2037.


PETROLEOS DE VENEZUELA: Says Oil Output in Western Part Normal
--------------------------------------------------------------
Venezuelan oil and energy minister and state-owned oil firm
Petroleos de Venezuela SA President Rafael Ramirez said in a
statement that oil production in western parts of the country
are normal despite reports of labor unrest.

Business News Americas relates that industry analysts are
uncertain about Venezuela's current production levels.

Minister Ramirez told BNamericas that published reports of
production cuts are "completely false."

News daily El Mundo says that output in the west had been
reduced by 200,000 barrels per day.

As reported in the Troubled Company Reporter-Latin America on
July 11, 2007, Petroleos de Venezuela SA said that subcontracted
employees had stopped several drills in the western part of the
nation.

Minister Ramirez told BNamericas that Petroleos de Venezuela's
oil production is at 3.07 million barrels per day:

          -- 1.44 million barrels per day comes from the east,

          -- 79,000 barrels per day from the central-south
             region,

          -- 1.13 million barrels per day from the west, and

          -- 418,000 barrels per day from the Orinoco heavy
             crude belt.

Analysts admitted to BNamericas that is hard to know for sure
how much oil Petroleos de Venezuela and the country produce.

"It's hard for us to confirm statistics from Venezuela.  It's a
peculiar situation.  We have found various inconsistencies with
PDVSA's [Petroleos de Venezuela] stated figures and other
sources of information," Standard & Poor's analyst Jose
Coballasi explained to BNamericas.

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.

As reported on March 28, 2007, Standard & Poor's Ratings
Services assigned its 'BB-' senior unsecured long-term credit
rating to Petroleos de Venezuela S.A.'s US$2 billion notes due
2017, US$2 billion notes due 2027, and US$1 billion notes due
2037.

                        ***********


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.

This material is copyrighted and any commercial use, resale or
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