TCRLA_Public/080603.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

            Tuesday, June 3, 2008, Vol. 9, No. 109

                            Headlines


A N T I G U A  &  B A R B U D A

AMERICAN AIRLINES: Stops Services to Antigua & St. Maarten


A R G E N T I N A

ABALDRILLO SA: Proofs of Claim Verification Deadline Is Sept. 3
ALBERTO CASTRO: Files for Reorganization in Buenos Aires Court
COMPANIA DE TRANSPORTE: Fitch Holds Issuer Default Ratings at B
DIALTO SA: Proofs of Claim Verification Is Until Aug. 11
DIARIO PERFIL: Court Concludes Reorganization

EXXOL SA: Trustee to File Individual Reports on Oct. 3
FARMACIA ONIX: Proofs of Claim Verification Deadline Is Aug. 22
INDIAN CREEK: Trustee Verifies Proofs of Claim Until July 16
LOS TACURUSES: Trustee Verifies Proofs of Claim Until July 25
MAYIT SRL: Proofs of Claim Verification Is Until July 21

TECNO TRON: Proofs of Claim Verification Deadline Is July 25


B E R M U D A

DECEMBER HOLDINGS: Proofs of Claim Filing Is Until June 13
DECEMBER HOLDINGS: To Hold Final Shareholders Meeting on June 30
PACIFIC CENTURY: Proofs of Claim Filing Deadline Is June 13
PACIFIC CENTURY: Sets Final Shareholders Meeting for July 7
SCOTTISH RE: Fitch Junks IDR, Shifts Rating Watch to Evolving

WESTGEN CERTA: Proofs of Claim Filing Deadline Is June 13
WESTGEN CERTA: Sets Final Shareholders Meeting for July 7
WHITE MOUNTAINS: Approves All Proposals at Shareholders Meeting


B O L I V I A

EXIDE TECH: Names Carol Knies as Sr. Director-Investor Relations


B R A Z I L

AMERICAN AXLE: Accord With UAW Won't Affect Fitch's 'BB' Rating
ARVINMERITOR INC: Moody's Holds Corporate Family Rating at B1
BANCO DO BRASIL: Denies Banrisul Acquisition Talks
BANCO RURAL: Fitch Shifts Outlook to Stable; Affirms Junk Rtngs
BRASIL TELECOM: Moody's Ups Global & Sr. Notes Ratings to Baa3

BRASKEM SA: Integrates Assets of Petrobras and Petroquisa
BRASKEM SA: Places US$500 Million Note Issue
CELESTICA INC: Moody's Affirms B1 Corporate Family Rating
COMPANHIA DE SANEAMENTO: Inks Confidentiality Pact With EMAE
COMPANHIA ENERGETICA: May Increase Planned Investment for 2008

COMPANHIA SIDERURGICA: Moody's Puts BB Rating on Positive Watch
DELPHI CORP: Wants August 1 Adversary Trial Against Appaloosa
GERDAU SA: Mulling to Buy Granulated Mining Products
NAVISTAR INT'L: Fitch Holds Ratings, Removes Watch Negative
UAL CORP: Fitch Holds Ratings and Revises Outlook to Negative

USINAS SIDERURGICAS: Nippon Steel Eyes Firm's Shares
* BRAZIL: Fitch Upgrades Issuer Default Ratings to BBB- From BB+


C A Y M A N  I S L A N D S

AMPHORA FINE: Will Hold Final Shareholders Meeting on June 4
BB YK ONE: Will Hold Final Shareholders Meeting on June 5
BEAR STEARNS: District Court Bars Funds' Liquidation in Cayman
CABLE & WIRELESS: May Submit Takeover Offer for Thus Group Plc
CYGNUS FUNDING CO: Final Shareholders Meeting Is on June 5

DRAGONFLY SYNTHETIC: Sets Final Shareholders Meeting for June 5
FLAGSTONE CBO: Sets Final Shareholders Meeting for June 5
KD HOLDINGS: Will Hold Final Shareholders Meeting on June 5
KESTREL DOCUMENT: Proofs of Claim Filing Deadline Is June 5
KF MOTOMACHI: Final Shareholders Meeting Is on June 5

KITE LEASING: To Hold Final Shareholders Meeting on June 5
MC OMOTESANDO: Sets Final Shareholders Meeting for June 5
PLAZA 246 HOLDINGS: Sets Final Shareholders Meeting for June 5
SALT CREEK: To Hold Final Shareholders Meeting on June 5
TTK HOLDINGS: To Hold Final Shareholders Meeting on June 5


C H I L E

AES CORP: Closes US$1 Billion Ekibastuz Interest Sale
AES CORP: Gets Consent to Amend Indenture on 8.75% Notes


C O L O M B I A

BANCOLOMBIA SA: Vice President Sells Share Portfolio For COP18MM


C O S T A  R I C A

ALCATEL-LUCENT: OKs Reduction of Directors Needed to Oust CEO
ALCATEL-LUCENT: To Lay Off More Employees Under Merger


D O M I N I C A N   R E P U B L I C

AMERICAN AIRLINES: Cuts Flights to Dominican Republic


J A M A I C A

CASH PLUS: Investors Want to Remove K. Bandoian as Receiver
SUGAR CO: Minister Assures Workers' Protection After Divestment


M E X I C O

ALESTRA: Swings to MXN83 Mil. Net Income in Qtr. Ended March 31
ASARCO LLC: AMC and Grupo Mexico Cry Foul on Fraud Accusations
BHM TECHNOLOGIES: Asks Court to Fix July 31 As Claims Bar Date
BHM TECHNOLOGIES: Gets Court OK to Hire Kurtzman as Claims Agent
BHM TECHNOLOGIES: Wants to Hire Rothschild as Investment Bankers

BHM TECHNOLOGIES: Wants to Employ Varnum as Corporate Counsel
CENTRO MUNICIPALITY: Moody's Puts Ba2 Global Local Curr. Rating
COPAMEX SA: Fitch Affirms ID Ratings at BB- With Stable Outlook
KANSAS CITY SOUTHERN: Unit Mulls US$250MM Offering of Sr. Notes
QUEBECOR WORLD: Obtains OK to Sell Aircraft for US$20.3 Million

QUEBECOR WORLD: Sells European Biz to HHBV for EUR133 Million


P U E R T O  R I C O

AFC ENTERPRISES: April 20 Balance Sheet Upside-Down by US$51 Mln
CV ENTERTAINMENT: Case Summary & 20 Largest Unsecured Creditors
MAXXAM INC: Resolves Listing Deficiency With AMEX


V E N E Z U E L A

ARVINMERITOR INC: Moody's Affirms B1 Corporate Family Rating
HARVEST NATURAL: Gets US$58 Million Dividend From Petrodelta


* Large Companies With Insolvent Balance Sheet


                         - - - - -


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

AMERICAN AIRLINES: Stops Services to Antigua & St. Maarten
----------------------------------------------------------
American Airlines Inc. told Caribbean Broadcasting Corp. that it
has stopped flights to Antigua and St. Maarten.

Caribbean Broadcasting relates that American Airlines' American
Eagle Airlines Inc. now has 33 daily flights to the Caribbean
destinations, which include:

          -- Anguilla,
          -- Antigua,
          -- Barbados,
          -- Bonaire,
          -- Canouan,
          -- Dominica,
          -- Martinique,
          -- Dominican Republic,
          -- Guadeloupe,
          -- Nevis,
          -- St. Croix,
          -- St. Kitts,
          -- St. Lucia,
          -- St. Marten
          -- St. Thomas,
          -- Tortola, and
          -- Trinidad.

According to Caribbean Broadcasting, American Eagles' Chief
Executive Officer Peter Bowler told workers that "the crisis in
the airline business is real, and the steps American is taking
to reduce its schedule are necessary."

Caribbean Broadcasting notes that oil prices rose to almost
US$130 per barrel last week.  According to Caribbean tourism
officials, they have come up with a strategy to deal with the
energy crisis.  The ministers met in Antigua and disclosed a
plan to set up several committees to deal with these critical
areas:

          -- marketing the region,
          -- financial guarantees for airlines,
          -- issues concerning regional carriers, and
          -- hubs.

Top of the list of priorities would be addressing the decrease
in airlift through Puerto Rico, Caribbean Broadcasting notes,
citing Caribbean Tourism Organization Chairperson and St.
Lucia's Tourism Minister Allen Chastanet.  Mr. Chastanet called
Puerto Rico a "critical bridge" to the U.S. market.  "The Puerto
Rico hub is very critical to this region not only for the
airlift to land-based properties, but clearly the potential
implications it may have on our cruise sector as well," Mr.
Chastanet added.

Based in Fort Worth, Texas, American Airlines Inc., a wholly
owned subsidiary of AMR Corp., operates the largest scheduled
passenger airline in the world with service throughout North
America, the Caribbean, Latin America, Europe, and Asia.  The
airline flies to Belgium, Brazil, and Japan.

                        *    *    *

As reported in the Troubled Company Reporter-Latin America on
April 17, 2008, Fitch Ratings has affirmed AMR Corp.'s Issuer
default rating at 'B-' and Senior unsecured debt at 'CCC/RR6' as
well as its principal operating subsidiary, American Airlines,
Inc.'s Issuer default rating at 'B-' and Secured bank credit
facility at 'BB-/RR1'.  Fitch's rating outlook for both AMR
Corp. and American Airlines has been revised to stable from
positive.

TCR-LA reported on March 26, 2008, that Standard & Poor's
Ratings Services revised its outlook on the  long-term ratings
on AMR Corp. (B/Negative/B-3) and subsidiary American Airlines
Inc. (B/Negative/--) to negative from positive.  S&P also
lowered its short-term rating on AMR to 'B- 3' from 'B-2' and
affirmed all other ratings on AMR and American.



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

ABALDRILLO SA: Proofs of Claim Verification Deadline Is Sept. 3
---------------------------------------------------------------
Norberto Volpe, the court-appointed trustee for Abaldrillo SA's
bankruptcy proceeding, will be verifying creditors'
proofs of claim until Sept. 3, 2008.

Mr. Volpe will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 22 in Buenos Aires, with the assistance of Clerk
No. 44, 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 Abaldrillo 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 Abaldrillo's
accounting and banking records will be submitted in court.

La Nacion didn't state the submission dates for the reports.

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

The debtor can be reached at:

           Abaldrillo SA
           Biarritz 2749
           Buenos Aires, Argentina

The trustee can be reached at:

           Norberto Volpe
           Maipu 859
           Buenos Aires, Argentina


ALBERTO CASTRO: Files for Reorganization in Buenos Aires Court
--------------------------------------------------------------
Alberto Castro e Hijos S.A. has requested for reorganization
approval after failing to pay its liabilities.

The reorganization petition, once approved by the court, will
allow Alberto Castro to negotiate a settlement with its
creditors in order to avoid a straight liquidation.

The case is pending in the National Commercial Court of First
Instance in Buenos Aires No. 5.  Clerk No. 9 assists the court
in this case.

The debtor can be reached at:

              Alberto Castro e Hijos S.A.
              Pedro Chutro 3060
              Buenos Aires, Argentina


COMPANIA DE TRANSPORTE: Fitch Holds Issuer Default Ratings at B
---------------------------------------------------------------
Fitch ratings has affirmed the long-term foreign and local
currency Issuer Default Ratings of Compania de Transporte de
Energia Electrica en Alta Tension (aka Transener) at 'B'.  Fitch
has also affirmed the senior unsecured issue rating at 'B'
reflecting a recovery expectation in the 'RR4' category.  The
rating outlook for all corporate ratings is stable.

The company's ratings reflect solid credit quality, which stems
from stable and predictable operating cash flows and its sound
financial profile.  The ratings are tempered by the company's
exposure to the local weak regulatory environment, to growing
inflation and to currency mismatch between revenues and debt.

The stable outlook is based on Fitch's expectations that the
company's credit metrics will remain within the parameters for
its current rating category.  It is expected to maintain
adequate credit ratios despite the negative effects of cost
increases and frozen tariffs.  For the latest 12 months (LTM)
ended March 2008, the company had funds from operations coverage
of 2.7 times and net debt-to-EBITDA of 3.8.  Fitch expects the
credit metrics to remain within that range over the medium term.

The company's regulated segment provides a stable cash flow but
faces a significant regulatory risk.  The company's full tariff
review has been indefinitely suspended by the government and no
tariff adjustments to recognize increases in its cost structures
have been approved.  Conversely, growing inflation has affected
the operating margin of the regulated segment and will continue
to do so absent any tariff increases.  Future non-regulated
revenues are expected to benefit from the Federal Plan to expand
the high-voltage transmission lines carried out mainly by the
federal and provincial governments.  Overall, both business
segments are highly dependent on the local government.

The company enjoys an adequate long-term debt structure with no
material debt maturities between 2008 and 2012.  During that
period Fitch expects an average annual Free Cash Flow of US$17
million that compares to a similar amount of capital
investments.  From 2013 onwards, absent any tariff increases
free cash flow would decrease and it will require financing for
the US$220 million notes that begin amortizing.

The company's financial profile is characterized by adequate
interest coverage and a moderate leverage.  Through March 2008
(LTM) consolidated EBITDA of US$57 million was slightly weaker
than in 2007, reflecting the hike in its cost structure.  
Conversely, EBITDA margin decreased to 36% from 45% in 2006.  
However, through 2008-2013 the company will benefit from
supervision and operating fees associated with the Federal Plan
which are expected to initially offset the impact of inflation
on funds from operations, absent any tariff increases.  Fitch
expects funds-from-operations-interest-coverage on the range of
2.5-3.0 over that period, consistent with the current ratings.

The company has an exclusive concession to operate the main
national high-voltage transmission grid (currently 9.100
kilometers) until 2088.  Also, the company, through its 90%
stake in Transba S.A., has the exclusive concession until 2092
of the transmission grid in the Province of Buenos Aires
(approximately 6000 kilometers).  Jointly, Transener and Transba
account for approximately 95% of the national high-voltage grid.  
In addition, the company has non-regulated revenues associated
with services provided to third parties both locally and
internationally. Transener's controlling shareholder is Citelec
S.A. with a 52.7% participation, while the remaining 47.3%
is publicly traded.

Since December 2007 Citelec is 50% owned by
Pampa Holding S.A. (through Transelec Argentina S.A.), 25% by
Energia Argentina S.A. (state owned company) and 25% by
Electroingenieria S.A. (local company). Fitch does not expect
any material impact in the operations of Transener as a result
of the change in its ownership structure.

Headquartered in Buenos Aires, Compania de Transporte de Energia
Electrica en Alta Tension aka Transener --
http://www.transener.com.ar/-- is the leading company in the  
public service of the extra high voltage electric power
transmission system in Argentina.

The company is the owner of the national network of extra high
voltage electric power transmission, which consists of nearly
8,800 kilometers of transmission lines, together with the
approximately 5,500 kilometers of its subsidiary network,
Empresa de Transporte de Energia Electrica por Distribucion
Troncal de la Provincia de Buenos Aires Sociedad Anonima Transba
SA.


DIALTO SA: Proofs of Claim Verification Is Until Aug. 11
--------------------------------------------------------
Atilio Mossi, the court-appointed trustee for Dialto SA's
bankruptcy proceeding, will be verifying creditors' proofs of
claim until Aug. 11, 2008.

Mr. Mossi will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 26 in Buenos Aires, with the assistance of
Clerk No. 52, 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 Dialto 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 Dialto's accounting
and banking records will be submitted in court.

La Nacion didn't state the submission deadlines for the reports.

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

The debtor can be reached at:

           Dialto SA
           Garay 1050
           Buenos Aires, Argentina

The trustee can be reached at:

           Atilio Mossi
           Montevideo 527
           Buenos Aires, Argentina


DIARIO PERFIL: Court Concludes Reorganization
---------------------------------------------
Diario Perfil S.A. has concluded its reorganization process,
according to data released by Infobae on its Web site.

The closure came after the National Commercial Court of First
Instance in Buenos Aires homologated the debt plan signed
between the company and its creditors.


EXXOL SA: Trustee to File Individual Reports on Oct. 3
------------------------------------------------------
Ramon Fernandez, the court-appointed trustee for Exxol S.A.'s
bankruptcy proceeding, will present the validated claims as
individual reports in the National Commercial Court of First
Instance in Buenos Aires on Oct. 3, 2008.

Mr. Fernandez will verify creditors' proofs of claim until
Aug. 22, 2008.  He will submit to court a general report
containing an audit of Exxol's accounting and banking records on
Nov. 17, 2008.

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

The debtor can be reached at:

           Exxol S.A.
           Juan Ramirez de Velazco 813
           Buenos Aires, Argentina

The trustee can be reached at:

           Ramon Fernandez
           Vedia 1624
           Buenos Aires, Argentina


FARMACIA ONIX: Proofs of Claim Verification Deadline Is Aug. 22
---------------------------------------------------------------
Daniel Klahr, the court-appointed trustee for Farmacia Onix SA's
bankruptcy proceeding, will be verifying creditors' proofs of
claim until Aug. 22, 2008.

Mr. Klahr will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 6 in Buenos Aires, with the assistance of
Clerk No. 11, 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 Farmacia Onix
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 Farmacia Onix's
accounting and banking records will be submitted in court.

La Nacion didn't state the submission deadlines for the reports.

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

The debtor can be reached at:

           Farmacia Onix SA
           Caseros 999
           Buenos Aires, Argentina

The trustee can be reached at:

           Daniel Klahr
           Rivadavia 1615
           Buenos Aires, Argentina


INDIAN CREEK: Trustee Verifies Proofs of Claim Until July 16
------------------------------------------------------------
The court-appointed trustee for Indian Creek S.A.'s
reorganization proceeding will be verifying creditors' proofs of
claim until July 16, 2008.

The trustee will present the validated claims in court as  
individual reports on Sept. 10, 2008.  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 Indian Creek 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 Indian Creek's
accounting and banking records will be submitted in court on
Oct. 22, 2008.

Creditors will vote to ratify the completed settlement plan  
during the assembly on April 29, 2009.

The debtor can be reached at:

                 Indian Creek S.A.
                 Rodolfo Lopez 2268, Quilmes 1879
                 Argentina
                 Tel:   541-4250-0095
                 Fax: 541-4250-0095


LOS TACURUSES: Trustee Verifies Proofs of Claim Until July 25
-------------------------------------------------------------
The court-appointed trustee for Los Tacuruses S.A.'s
reorganization proceeding will be verifying creditors' proofs of
claim until July 25, 2008.

The trustee will present the validated claims in court as  
individual reports on Sept. 22, 2008.  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 Los Tacuruses 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 Los Tacuruses'
accounting and banking records will be submitted in court on
Nov. 3, 2008.

The debtor can be reached at:

           Los Tacuruses S.A.
           Esmeralda 819
           Buenos Aires, Argentina


MAYIT SRL: Proofs of Claim Verification Is Until July 21
--------------------------------------------------------
Jacobo Michan, the court-appointed trustee for Mayit SRL's
bankruptcy proceeding, will be verifying creditors' proofs of
claim until July 21, 2008.

Mr. Michan will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 25 in Buenos Aires, with the assistance of
Clerk No. 50, 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 Mayit 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 Mayit's accounting
and banking records will be submitted in court.

La Nacion didn't state the submission deadlines for the reports.

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

The debtor can be reached at:

           Mayit SRL
           Las Palmas 2883
           Buenos Aires, Argentina

The trustee can be reached at:

           Jacobo Michan
           Paraguay 2492
           Buenos Aires, Argentina


TECNO TRON: Proofs of Claim Verification Deadline Is July 25
------------------------------------------------------------
Julio Cesar Moralejo, the court-appointed trustee for Tecno Tron
SA's bankruptcy proceeding, will be verifying creditors'
proofs of claim until July 25, 2008.

Mr. Moralejo will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 20 in Buenos Aires, with the assistance of Clerk
No. 39, 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 Tecno Tron 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 Tecno Tron's
accounting and banking records will be submitted in court.

La Nacion didn't state the submission dates for the reports.

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

The debtor can be reached at:

           Tecno Tron SA
           Roque Saenz Pena 885
           Buenos Aires, Argentina

The trustee can be reached at:

           Julio Cesar Moralejo
           Junin 55
           Buenos Aires, Argentina



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

DECEMBER HOLDINGS: Proofs of Claim Filing Is Until June 13
----------------------------------------------------------
December Holdings Ltd.'s creditors are given until
June 13, 2008, to prove their claims to Robin J. Mayor, 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.

December Holdings' shareholder decided on May 27, 2008, to place
the company into voluntary liquidation under Bermuda's Companies
Act 1981.

The liquidator can be reached at:

         Robin J. Mayor
         Messrs. Conyers Dill & Pearman
         Clarendon House, Church Street
         Hamilton, HM DX, Bermuda


DECEMBER HOLDINGS: To Hold Final Shareholders Meeting on June 30
----------------------------------------------------------------
December Holdings Ltd. will hold its final general meeting on
June 30, 2008, at 9:30 a.m. at Messrs. Conyers Dill & Pearman,
Clarendon House, Church Street, Hamilton, 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.

December Holdings' shareholder decided on May 27, 2008, to place
the company into voluntary liquidation under Bermuda's Companies
Act 1981.

The liquidator can be reached at:

         Robin J. Mayor
         Messrs. Conyers Dill & Pearman
         Clarendon House, Church Street
         Hamilton, HM DX, Bermuda


PACIFIC CENTURY: Proofs of Claim Filing Deadline Is June 13
-----------------------------------------------------------
Pacific Century Mobile Holdings Limited's creditors are given
until June 13, 2008, to prove their claims to Robin J. Mayor,
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.

Pacific Century's shareholders agreed on May 29, 2008, to place
the company into voluntary liquidation under Bermuda's Companies
Act 1981.

The liquidator can be reached at:

         Robin J. Mayor
         Messrs. Conyers Dill & Pearman
         Clarendon House, Church Street
         Hamilton, HM DX, Bermuda


PACIFIC CENTURY: Sets Final Shareholders Meeting for July 7
-----------------------------------------------------------
Pacific Century Mobile Holdings Limited will hold its final
general meeting on July 7, 2008, at 9:30 a.m. at Messrs. Conyers
Dill & Pearman, Clarendon House, Church Street, Hamilton,
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.

Pacific Century's shareholders agreed on May 29, 2008, to place
the company into voluntary liquidation under Bermuda's Companies
Act 1981.

The liquidator can be reached at:

         Robin J. Mayor
         Messrs. Conyers Dill & Pearman
         Clarendon House, Church Street
         Hamilton, HM DX, Bermuda


SCOTTISH RE: Fitch Junks IDR, Shifts Rating Watch to Evolving
-------------------------------------------------------------
Fitch Ratings has downgraded Scottish Re Group Limited's Issuer
Default Rating to 'CCC' from 'B' and the Insurer Financial
Strength ratings of its primary North American operating
subsidiaries to 'CCC+' from 'BB'.  The Rating Watch has been
revised to Evolving from Negative.

The actions are based on the significantly heightened
uncertainty surrounding Scottish Re Group's financial position
following further delays in the company's completion of its
evaluation of other-than-temporary impairment charges to be
recognized in the consolidated financial statements in
accordance with US GAAP for the year ended Dec. 31, 2007.  The
company also recently determined that it had a material weakness
in its internal controls over financial reporting as of Sept.
30, 2007, thus rendering its financial statements as of that
date unreliable.

Scottish Re Group Ltd. currently estimates that its net after
tax loss for the year ended Dec. 31, 2007 will be significantly
greater than its net loss reported for 2006 (US$377 million) and
that the amount of consolidated shareholders equity will be
significantly reduced from the levels reported previously.

According to Fitch's rating definitions, IFS ratings in the
'CCC' range are characterized as 'very weak' and reflect that
although policyholder obligations are still being met on a
timely basis, the capacity for continued timely payments is
reliant upon sustained, favorable business, economic and market
environment and a real possibility exists that ceased or
interrupted payments could occur in the future.

Due to ongoing realized and unrealized investment losses linked
to securities backed by subprime and Alt-A residential mortgages
within its investment portfolio, Fitch believes that Scottish Re
Group's capacity to remain solvent may now be reliant on the
successful completion of various financial and strategic
initiatives, including the previously announced sales of certain
businesses.  There are no assurances such transactions will be
executed.  Fitch notes that Scottish Re recently disclosed
agreement whereby ING America Holdings consented to a recapture
of a pro-rata portion of business ceded by Scottish Re (US) Inc.
to its securitization vehicle, Ballantyne Re plc.

The Ratings Watch modification to Evolving from Negative
reflects Fitch's view that if the noted strategic and financial
transactions are executed, it is likely Scottish Re Group's
ratings can be upgraded, whereas if they are not executed, the
risk of insolvency will be heightened, likely resulting in
further downgrades.

The ratings are also subject to adjustment upon: (i) receipt of
Scottish Re Group Ltd.'s audited consolidated financial
statements for the year ended Dec. 31, 2007 and the details on
the valuation of assets, and/or (ii) receipt of statutory
statements for Scottish Annuity & Life Insurance Company
(Cayman) Limited for the year ended Dec. 31, 2007.

No action has been taken on the IFS rating of Scottish Re
Limited, as this UK operation is not exposed to the asset risk
and liquidity concerns resident elsewhere in the organization
and Fitch believes progress on the disposition of this business
is ongoing.  The resolution of the Rating Watch Evolving is
dependant on the success of that pursuit and the financial
strength of a potential buyer.

Fitch has downgraded these ratings and revised the Rating Watch
to Evolving from Negative:

Scottish Re Group Ltd.:

  -- Issuer Default Rating to 'CCC' from 'B';

  -- 7.25% non-cumulative perpetual preferred stock to 'C/RR6'
     from 'CCC+/RR6'.

Scottish Annuity & Life Insurance Company (Cayman) Limited:

  -- Insurer Financial Strength rating to 'CCC+' from 'BB'.

Scottish Re (U.S.) Inc.:

  -- Insurer Financial Strength rating to 'CCC+' from 'BB'.

Stingray Pass Through Trust:

  -- US$325 million 5.902% collateral facility securities due
     Jan. 12, 2015 to 'CCC+/RR4' from 'BB'.

Fitch has taken no action on these rating, which remains on
Rating Watch Evolving:

Scottish Re Limited:

  -- Insurer Financial Strength rating 'BB'.

Scottish Re Group Ltd. -- http://www.scottishre.com/-- is a   
global life reinsurance specialist.  Scottish Re has operating
businesses in Bermuda, Grand Cayman, Guernsey, Ireland, the
United Kingdom, United States, and Singapore.  Its flagship
operating subsidiaries include Scottish Annuity & Life Insurance
Company (Cayman) Ltd. and Scottish Re (US), Inc.  Scottish
Re Capital Markets, Inc., a member of Scottish Re Group Ltd.,
is a registered broker dealer that specializes in securitization
of life insurance assets and liabilities.  On Sept. 30, 2007,
Scottish Re reported total assets of US$13.4 billion and
shareholder's equity of US$869 million.


WESTGEN CERTA: Proofs of Claim Filing Deadline Is June 13
---------------------------------------------------------
Westgen Certa Holdings Ltd.'s creditors are given until
June 13, 2008, to prove their claims to Robin J. Mayor, 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.

Westgen Certa's shareholders agreed on May 29, 2008, to place
the company into voluntary liquidation under Bermuda's Companies
Act 1981.

The liquidator can be reached at:

         Robin J. Mayor
         Messrs. Conyers Dill & Pearman
         Clarendon House, Church Street
         Hamilton, HM DX, Bermuda


WESTGEN CERTA: Sets Final Shareholders Meeting for July 7
---------------------------------------------------------
Westgen Certa Holdings Ltd. will hold its final general meeting
on July 7, 2008, at 9:30 a.m. at Messrs. Conyers Dill & Pearman,
Clarendon House, Church Street, Hamilton, 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.

Westgen Certa's shareholders agreed on May 29, 2008, to place
the company into voluntary liquidation under Bermuda's Companies
Act 1981.

The liquidator can be reached at:

         Robin J. Mayor
         Messrs. Conyers Dill & Pearman
         Clarendon House, Church Street
         Hamilton, HM DX, Bermuda


WHITE MOUNTAINS: Approves All Proposals at Shareholders Meeting
---------------------------------------------------------------
In its Annual General Meeting of Members held on May 29, 2008,
White Mountains Insurance Group, Ltd., has approved all
proposals submitted to them including:

   -- Election of Class II Directors to a term ending in 2011:

       *  Raymond Barrette
       *  Yves Brouillette
       *  George J. Gillespie, III
       *  John D. Gillespie

   -- Amendments to the company's Bye-law 62: 5% shareholder
      transfer restriction.

   -- Amendments to the Company's Bye-laws 39 and 52: To permit
      the company to utilize the new 'Notice and Access' Rules'
      rules of the Securities and Exchange Commission in
      connection with providing proxy materials to Members.

   -- Election of directors of certain of the company's
      subsidiaries.

   -- Appointment of PricewaterhouseCoopers as independent
      registered public accounting firm.

Chairperson and Chief Executive Officer Ray Barrette said, "We
are gratified with the support our owners have shown us by their
vote.  We will continue to strive to achieve results worthy of
their confidence and continued support."

Headquartered in Hamilton, Bermuda, White Mountains Insurance
Group, Ltd., through its subsidiaries, operates property and
casualty insurance, and reinsurance businesses.  Founded in
1980, the company offers its products and services in the United
States, Europe, Canada, the Caribbean, Latin America, and Asia.  
The company traded on the New York Stock Exchange and the
Bermuda Stock Exchange under the symbol WTM.

                       *      *      *

As reported in the Troubled Company Reporter on Feb. 25, 2008,
A.M. Best affirmed its 'bb' rating on 250 million non-cumulative
perpetual preference shares of White Mountains.  The rating
agency said that the outlook for all ratings is stable.



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

EXIDE TECH: Names Carol Knies as Sr. Director-Investor Relations
----------------------------------------------------------------
Exide Technologies has appointed Carol Knies as its Senior
Director of Investor Relations, effective immediately.  
Reporting to Executive Vice President and Chief Financial
Officer Phillip A. Damaska, Ms. Knies will be responsible for
the Company's global investor and shareholder relations.  In
compliance with corporate policies and securities regulations,
she will work to maintain the relationship between Exide and its
current and potential shareholders and the general financial
community.

Ms. Knies brings a high level of management competence and more
than 20 years of diverse experience to her new role at Exide.  
She served most recently as Vice President, Investor Relations
for Atlanta, Ga.-based HomeBanc Corporation, the parent holding
company for its wholly owned subsidiary, HomeBanc Mortgage
Corporation, which services residential mortgage loans.  During
her three years with the organization, Ms. Knies was the primary
point of contact and corporate liaison with security analysts
and investors; she also was responsible for interpreting and
disseminating crucial financial information through news
releases, earnings announcements and annual reports.

Prior to her time at HomeBanc, she served as Regional
Administrative Manager for McDonald's Corporation, the leading
global foodservice retailer with more than 30,000 local
restaurants serving 52 million people in more than 100 countries
each day.  While based in Nashville, Tennessee, Ms. Knies had
full responsibility for managing systems operations and services
for all departments in the geographic area and resolved a number
of critical issues affecting business profitability.

Earlier in her career, Ms. Knies spent three years as Director
of Investor Relations and Corporate Communications at Atmos
Energy Corporation, the largest natural gas-only utility company
in the U.S. While there, she managed relationships with company
shareholders and maintained regular contact with analysts, fund
managers and stockbrokers.  Prior to this role, she was Manager
of Financial Reporting at United Cities Propane, Inc. and also
held a number of positions at United Cities Gas Company,
including Manager of Shareholder Relations.  In addition, Ms.
Knies served as a Tax Accountant for Quorum Health Group and
Assistant Tax Manager for the Kollmorgen Corporation.

"Carol is a proven leader whose investor relations capabilities
will enhance financial communications between Exide and our key
stakeholders," said Mr. Damaska.  "In this newly created
position, she will work with our senior leaders to more closely
integrate our investor relations strategy into Exide's business
objectives and corporate communications initiatives."

Ms. Knies holds a Bachelor of Science Degree in Accounting from
the University of Tennessee and also is a licensed Certified
Public Accountant.

                     About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.  The company filed for chapter 11
protection on Apr. 14, 2002 (Bankr. Del. Case No. 02-11125).
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland
& Ellis, represented the Debtors in their successful
restructuring.  The Court confirmed Exide's Amended Joint
Chapter 11 Plan on April 20, 2004.  The plan took effect on
May 5, 2004.

The company has operations in 89 countries, including,
Argentina, Belize, Bolivia, Brazil, Chile, Colombia, Costa
Rica, Ecuador, El Salvador, Guatemala, Panama, Paraguay, Peru,
Uruguay, Venezuela, Trinidad and Puerto Rico.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 6, 2008, Moody's Investors Service affirmed the Corporate
Family Rating at Caa1 for Exide Technologies Inc. but changed
the outlook to positive from stable.   Moody's also raised the
rating on the company's asset based revolving credit facility to
Ba3 from B1.  Moody's also affirmed ratings of the senior
secured term loans, at B1; and the senior secured junior-lien
notes, at Caa1.  The Probability of Default remains Caa1.

Moody's Investor Service placed Exide Technologies' senior
secured debt and probability of default ratings at 'Caa1' in
September 2006.  The ratings still hold to date with a stable
outlook.



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

AMERICAN AXLE: Accord With UAW Won't Affect Fitch's 'BB' Rating
---------------------------------------------------------------
The recent agreement between American Axle and the United Auto
Workers does not affect the current rating or Outlook of
American Axle (Issuer Default Rating [IDR] 'BB', Rating Outlook
Stable by Fitch).  The contract materially improves American
Axle's long-term competitive position through reductions in wage
and benefits at AXL's hourly workforce, although the costs will
weigh on the company's near term balance sheet and cash flow
performance.

Lower capital expenditures associated with the completion of the
GMT-900 product launch affords AXL the flexibility to absorb the
heavy costs of the employee buyout programs.  In addition, the
US$215 million in funding provided by General Motors will
alleviate the total cost to AXL.  However, AXL's operating cash
flow will continue to suffer from the severe production decline
expected in its key platforms -- GM's pickups and SUV's.  AXL
continues to diversify its operations on a product, customer and
geographic basis, but diversification away from GM's North
American operations will only occur on a gradual basis.

The Stable Outlook reflects Fitch's view that AXL's relatively
healthy margin performance, liquidity position, and continued
realization of restructuring benefits will allow the company to
weather material near term unit volume declines, high commodity
costs and cash restructuring costs.  Liquidity at March 31, 2008
included US$315.5 million in cash, plus availability of
US$572.3 million under the company's revolving credit agreement
and US$101.7 million under the company's foreign credit
facilities.

Liquidity in the second quarter will likely decline due to
working capital use due to issues related to the strike, but
Fitch expects AXL will continue to have sufficient liquidity to
support the ratings and Outlook.  Over the longer term, cash
savings from the company's migrating manufacturing footprint and
the revisions to the company's pension and health care costs
provide comfort that the company's backlog will translate into
adequate margin performance.

Fitch's existing ratings for AXL are:

American Axle & Manufacturing Holdings, Inc.
  -- IDR 'BB'.

American Axle & Manufacturing, Inc.
  -- IDR 'BB';
  -- Senior unsecured notes 'BB';
  -- Senior unsecured credit facility 'BB'.

Headquartered in Detroit, Michigan, American Axle &
Manufacturing Holdings Inc. (NYSE:AXL) -- http://www.aam.com/--   
and its wholly owned subsidiary, American Axle & Manufacturing,
Inc., manufactures, engineers, designs and validates driveline
and drivetrain systems and related components and modules,
chassis systems and metal-formed products for light trucks,
sport utility vehicles and passenger cars.  In addition to
locations in the United States (in Michigan, New York and Ohio),
the company also has offices or facilities in Brazil, China,
Germany, India, Japan, Luxembourg, Mexico, Poland, South Korea
and the United Kingdom.


ARVINMERITOR INC: Moody's Holds Corporate Family Rating at B1
-------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of
ArvinMeritor, Inc.:

   -- Corporate Family Rating, B1;
   -- Probability of Default Rating, B1;
   -- senior secured bank credit facilities, Ba1;
   -- senior unsecured notes, B2; and
   -- Speculative Grade Liquidity Rating, SGL-2.  

The outlook is stable.

On May 28, 2008, ArvinMeritor provided additional detail on its
plan to spin off its Light Vehicle Systems business to
ArvinMeritor shareholders with the Commercial Vehicle Systems
business remaining with ArvinMeritor.  The company originally
announced on May 6, that its board of directors had approved
this plan.  The name of the spun off LVS business will be Arvin
Innovation, Inc.  The announcement on May 28, 2008 outlined
liabilities which will be transferred to Arvin Innovation,
including certain pension and retiree medical liabilities, net
asbestos liabilities, environmental, and other employee
liabilities.  

Arvin Innovation is expected to have approximately US$100
million of cash on hand at the closing of the transaction, and
US$200-US$250 million in borrowing arrangements with
approximately US$125 million drawn under these facilities.  
According to the Form-10, Arvin Innovation is expected to be in
a position to make a cash payment to ArvinMeritor, as part of
the transaction.  Pro forma for March 31, 2008 this amount would
have been approximately US$100 million.  This amount is expected
to be used for debt repayment by ArvinMeritor.  All of
ArvinMeritor's existing senior unsecured debt is expected to
remain with ArvinMeritor after the transaction, along with its
existing senior secured bank credit facility.

The B1 affirmation of ArvinMeritor's Corporate Family Rating
reflects that while a certain amount of the company's diversity
profile will be lost, a significant portion of revenues will
continue to come from outside of North America and the company
will continue to have good diversity in its end customer and
product markets.  ArvinMeritor's improving operating performance
in the recent quarters, resulting from the benefits of the
company's restructuring actions and a somewhat stable commercial
vehicle market, is expected to support the current B1 corporate
family rating.  Subsequent to the spin off, ArvinMeritor should
demonstrate improved operating performance as a result of
restructuring and cost reduction initiatives in its CVS
operations.  These initiatives, combined with the company's
already competitive market position in the commercial vehicle
supplier sector, should enable it to better navigate industry
cyclicality, regulatory requirements, and increasing raw
material costs.

At March 31, 2008, ArvinMeritor's LTM EBIT/Interest coverage was
1.4 and debt/EBITDA was 7.1, both including Moody's standard
adjustments.  The company's recent quarterly performance has
demonstrated the benefits of restructuring actions taken.
ArvinMeritor has affirmed its previous fiscal 2008 guidance.
However, Moody's expects that the opportunity for North American
commercial vehicle production levels in 2008 to significantly
outpace prior year levels is becoming increasingly uncertain
given current general economic indicators and high fuel costs.  
Although this slowdown in end market demand could moderate the
pace of improvement in the company's credit metrics during 2008,
these measures should nevertheless become increasingly
supportive of the B1 rating.  Moreover, Moody's anticipates some
level of industry pick up in 2009 due to the combination of pre-
buy activity and fleet replacement.

These ratings are affirmed:

ArvinMeritor Inc.:

  -- Corporate Family Rating at B1
  -- Probability of Default at B1
  -- Senior Secured bank debt at Ba1 (LGD1, 7%)
  -- Senior Unsecured notes at B2 (LGD4 61%)
  -- Shelf unsecured notes at (P)B2 (LGD4 61%)
  -- Speculative Grade Liquidity rating, SGL-2

Arvin International PLC:

  -- Unsecured notes guaranteed by ArvinMeritor, Inc. at B2
    (LGD4 61%)

The last rating action was in October 2007 at which time Moody's
lowered ArvinMeritor's ratings.

Headquartered in Troy, Michigan, ArvinMeritor, Inc. (NYSE: ARM)
-- http://www.arvinmeritor.com/-- supplies integrated systems,
modules and components to the motor vehicle industry.  The
company serves light vehicle, commercial truck, trailer and
specialty original equipment manufacturers and certain
aftermarkets.  ArvinMeritor employs about 19,000 people at more
than 120 manufacturing facilities in 24 countries which includes
China, India, Japan, Singapore, Thailand, Australia, Venezuela,
Brazil, Argentina, Belgium, Czech Republic, France, Germany,
Hungary, Italy, Netherlands, Spain, Sweden, Switzerland, and
United Kingdom.


BANCO DO BRASIL: Denies Banrisul Acquisition Talks
--------------------------------------------------
Banco do Brasil SA has denied press reports that it is in talks
to take over Banco do Estado do Rio Grande do Sul SA, Business
News Americas states, citing the company.

Citing Estado de S. Paulo newspaper, BNamericas relates that the
bank's CEO, Antonio Francisco de Lima Neto, said Banco do Brasil
sought to buy more state banks and pointed out Banrisul as a
potential target in the future.  But the bank was only making
deals with Sao Paulo state bank Nossa Caixa, Banco de Brasolia,
former Santa Catarina state bank Besc and former Piaui state
bank BEP, IR Officer Marco Geovanne Tobias da Silva pointed out.

As reported in the Troubled Company Reporter-Latin America on
May 26, 2008, Banco do Brasil SA started negotiations for the
takeover of Banco Nossa.  Banco do Brasil previously depended on
organic growth to stay the biggest bank in Brazil as it is
barred by law from acquiring or merging with other banks.    
However, the Brazilian federal government authorized Banco do
Brasil to incorporate other federal and state-owned banks in
2007.  Banco do Brasil said it proposed talks for the
incorporation of Banco Nossa, which the Sao Paulo state
government approved.  The approval has "no binding effects".

Banco do Brasil already incorporated former Piaui state bank
BEP.  Banco do Brasil could absorb former Santa Catarina state
bank Besc fully by the end of July.  It could also incorporate
federal district state bank Banco de
Brasilia.

Banco do Brasil SA is Brazil's federal bank and is the largest
in Latin America with some 20 million clients and more than
7,000 points of sale (3,200 branches) in Brazil, and 34 offices
and partnerships in 26 other countries.  In addition to its
traditional retail banking services, Banco do Brasil underwrites
and sells bonds, conducts asset trading, offers investors
portfolio management services, conducts financial securities
advising, and provides market analysis and research.

                           *     *     *

On Feb. 29, 2008, Moody's Investors Rating Service assigned a
Ba2 foreign currency deposit rating to Banco do Brasil.


BANCO RURAL: Fitch Shifts Outlook to Stable; Affirms Junk Rtngs
---------------------------------------------------------------
Fitch Ratings has revised the Outlook for Banco Rural S.A.'s
National Long-term rating to Stable from Positive.  At the same
time, Fitch has affirmed Banco Rural's ratings at National Long-
term 'CCC(bra)', National Short-term 'C(bra)' and Support '5',
and simultaneously withdrawn them.

Founded in 1948, Banco Rural is a multiple bank controlled by
five members of the Rabello family -- 84.7% of the common shares
-- with a tradition in lending to small and medium-sized
companies.  Headquartered in Minas Gerais, it had 49 service
posts (21 branches) in Brazil at September 2007 and two overseas
subsidiaries.


BRASIL TELECOM: Moody's Ups Global & Sr. Notes Ratings to Baa3
--------------------------------------------------------------
Moody's Investors Service has upgraded Brasil Telecom S.A.'s
global scale senior unsecured rating to Baa3 from Ba1.  The
rating outlook is stable.  This rating action concludes the
review process initiated on March 28, 2008.  The company's
Aa1.br national scale senior unsecured rating was not under
review.

The upgrade was based on the company's standalone credit quality
and does not incorporate potential benefits resulting from the
acquisition of Brasil Telecom by Telemar Norte Leste S.A.(rated
Baa2/stable), which is still pending regulatory and antitrust
approval.  Thus, the upgrade principally reflects the
maintenance of strong operating margins as a result of positive
EBITDA for the wireless operations launched in late 2004, and
improved debt protection metrics and liquidity commensurate with
Baa-rated peers.  Moody's regards the pending acquisition of
Brasil Telecom by Telemar as a credit positive in terms of
scale, geographic coverage, potential synergies, and implicit
financial support to be expected in case the acquisition is
concluded, but those factors are not incorporated into the
current rating.

Brasil Telecom's Baa3 rating is supported by its leading market
position in high-margin wireline telecommunications in its
concession area and growing data and mobile operations backed by
successful product innovation.  While the fact that Brasil
Telecom's wireless EBITDA margins turned positive during 2007 is
a credit positive, the company's heavy reliance on the mature
fixed telephony business for its revenues and cash generation
constrains the rating.  High dividends and increased regulatory
capex mainly related to number portability, in addition to
investments in 3G and broadband deployment, are expected to
weaken Free Cash Flow in the near term, although Moody's
believes that Brasil Telecom will maintain moderate leverage and
solid liquidity, in line with its historically prudent financial
policies.  Increasing competition in the industry, exacerbated
by the deployment of new technologies, and uncertainties related
to the evolving regulatory environment, will continue to be
closely monitored by Moody's.

While the Baa3 global scale rating reflects the default and loss
expectation of Brasil Telecom on a global basis, the Aa1.br
national scale rating reflects the standing of its credit
quality relative to other domestic issuers.  National Scale
Ratings are intended as relative measures of creditworthiness
among debt issues and issuers within a country, enabling market
participants to better differentiate relative risks.  Issuers or
issues rated in the Aa1.br category demonstrate very strong
creditworthiness relative to other domestic issuers or issues.

The stable outlook assigned to Brasil Telecom's ratings reflects
Moody's expectation that the company will maintain prudent
financial management, including moderate leverage and solid
liquidity, while investing in the deployment of 3G wireless
services and expanding its network.  Moody's also believes that
the company will further improve wireless segment operating
margins, while maintaining its leadership position in the high-
margin fixed telephony business.  Finally, the stable outlook
assumes that the evolving regulatory environment will continue
to support adequate returns for telecommunications companies in
Brazil.

Brasil Telecom's rating or outlook could be upgraded if its
business profile were to improve, primarily through reduced
dependence on fixed telephony and increased diversification into
the wireless and data transmission segments, together with the
maintenance of EBITDA margins above 30%, Total Adjusted Debt to
EBITDA below 2.0 and solid liquidity.

The ratings or outlook could come under pressure if changes in
the regulatory environment significantly lower potential sector
returns or if intensifying competition leads to consistently
negative revenue growth or EBITDA margins below 30%.  The rating
could also come under pressure if Total Adjusted Debt to EBITDA
leverage increases to above 2.5 for an extended time period or
if the company does not maintain adequate liquidity.

Ratings upgraded:

  -- Senior unsecured rating: to Baa3 from Ba1 (global scale)

  -- US$200 million 9.375 % Structured Notes due 2014: to Baa3
     from Ba1

Headquartered in Brasilia, Brasil Telecom S.A. --
http://www.brasiltelecom.com.br-- is an integrated     
telecommunications company operating in nine states in the
southern, mid-western and northern regions of Brazil.  In 2007,
the company reported consolidated net revenues of
BRL11.1 billion.


BRASKEM SA: Integrates Assets of Petrobras and Petroquisa
---------------------------------------------------------
Braskem S.A. has approved, by resolution of the Extraordinary
Shareholders' Meeting held on March 30, the integration of the
interests held by Petroquisa in the capital of Companhia
Petroquimica do Sul (Copesul), Ipiranga Petroquimica, Ipiranga
Quimica and Petroquimica Paulinia.  As a result of this
decision, Odebrecht, as Braskem's controlling shareholder,
signed a new shareholders' agreement with Petrobras that further
reinforces the strategic alliance between the two companies.  
The approval of this agreement represents the conclusion of yet
another important step in the consolidation of the Brazilian
petrochemical industry.

The petrochemical assets of Petrobras and Petroquisa that were
integrated by Braskem comprise:

   --  36.4% of the total capital of Copesul -- Companhia
       Petroquimica do Sul;

   --  40% of the total capital of Ipiranga Quimica S.A. and
       Ipiranga Petroquimica S.A.;

   --  40% of the total capital of Petroquimica Paulinia S.A.;

The integration of the assets will allow for economies of scale,
synergies gains, enhanced investment capacity in research and
development and improved competitiveness in the petrochemical
and plastics production chain.  "The conclusion of this step
consolidates Braskem's position as a major competitor in the
global petrochemical industry and strengthens its strategic
alliance with Petrobras", Braskem Chief Executive Officer Jose
Carlos Grubisich said.

With the incorporation of the equity interests, Braskem now owns
100% of the voting and total capital in Ipiranga Quimica,
Ipiranga Petroquimica and Petroquimica Paulinia and 99.17% of
the total and voting capital in Copesul.  As part of the
process, Petrobras will receive common and class "A" preferred
shares in Braskem, increasing its interest in the company to 30%
of the voting capital and 23.08% of the total capital and
becoming a relevant minority shareholder.

Braskem S.A. (BOVESPA: BRKM5; NYSE: BAK; LATIBEX: XBRK) --
http://www.braskem.com.br/-- is a thermoplastic resins
producer in Latin America, and is among the three largest
Brazilian-owned private industrial companies.  The company
operates 13 manufacturing plants located throughout Brazil, and
has an annual production capacity of 5.8 million tons of resins
and other petrochemical products.  The company reported
consolidated net revenues of about US$9 billion in the trailing
twelve months through Sept. 30, 2007.

                           *     *    *

As reported in the Troubled Company Reporter-Latin America on
Jan. 17, 2008, Fitch Ratings affirmed the 'BB+' foreign and
local currency issuer default ratings of Braskem S.A.  Fitch
also affirmed the 'BB+' ratings on the company's senior
unsecured notes 2008, 2014, and senior unsecured notes 2017.

TCR-LA reported on Dec. 10, 2007, that Standard & Poor's raised
Braskem's long-term corporate credit to 'BB+' from 'BB'.
On Nov. 28, 2007, Moody's Investors Service assigned the company
a corporate family rating of Ba1 on the agency's global scale.

On Nov. 28, 2007, Moody's Investors Service assigned the company
a corporate family rating of Ba1 on the agency's global scale.


BRASKEM SA: Places US$500 Million Note Issue
--------------------------------------------
Braskem S.A. has placed US$500 million of its 7.250% Notes due
2018, priced at 99.127% of the principal amount that will result
in a yield to maturity of 7.375% .

The company's regulatory filing with the U.S. Securities and
Exchange Commission quoted Carlos Fadigas, Vice-President of
Finance and Investor Relations at Braskem, as saying, "With the
issuance of these notes, Braskem will amortize a significant
portion of the bridge loan contracted to acquire the
petrochemical assets of the Ipiranga Group."

As previously reported by the the Troubled Company Reporter-
Latin America, Braskem, together with Petroleo Brasileiro S.A.
and Petrobras Quimica S.A., acquired Ipiranga's petrochemical
assets pursuant to an investment agreement signed in 2007.
Braskem took a US$1.2 billion bridge loan to acquire a
controlling stake in the petrochemical assets.

Braskem, a world-class Brazilian petrochemical company, is the
leader in the thermoplastic resins industry in Latin America,
and is the third-largest resins producer in the Americas. The
company operates 19 manufacturing plants located throughout
Brazil, and has annual production capacity of more than
11 million tons of petrochemical and chemical products.

Braskem S.A. (BOVESPA: BRKM5; NYSE: BAK; LATIBEX: XBRK) --
http://www.braskem.com.br/-- is a thermoplastic resins
producer in Latin America, and is among the three largest
Brazilian-owned private industrial companies.  The company
operates 13 manufacturing plants located throughout Brazil, and
has an annual production capacity of 5.8 million tons of resins
and other petrochemical products.  The company reported
consolidated net revenues of about US$9 billion in the trailing
twelve months through Sept. 30, 2007.

                           *     *    *

As reported in the Troubled Company Reporter-Latin America on
Jan. 17, 2008, Fitch Ratings affirmed the 'BB+' foreign and
local currency issuer default ratings of Braskem S.A.  Fitch
also affirmed the 'BB+' ratings on the company's senior
unsecured notes 2008, 2014, and senior unsecured notes 2017.

TCR-LA reported on Dec. 10, 2007, that Standard & Poor's raised
Braskem's long-term corporate credit to 'BB+' from 'BB'.
On Nov. 28, 2007, Moody's Investors Service assigned the company
a corporate family rating of Ba1 on the agency's global scale.

On Nov. 28, 2007, Moody's Investors Service assigned the company
a corporate family rating of Ba1 on the agency's global scale.


CELESTICA INC: Moody's Affirms B1 Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service affirmed Celestica Inc.'s corporate
family (B1), senior subordinated notes (B3), and speculative-
grade liquidity (SGL-2) ratings and revised the outlook to
stable from negative.

The outlook change to stable reflects Celestica's improved
operating and financial performance over recent quarters with
tangible improvements in profitability, cost reductions via its
ongoing restructuring program, and continued free cash flow
generation against the backdrop of challenging market conditions
in the EMS space.  Despite nearly US$150 million in customer
disengagements, Celestica maintained flat to slightly negative
topline revenue and has been able to demonstrate operating
margin expansion through greater operating efficiency, by
focusing on more profitable programs, while consciously walking
away from unprofitable customer relationships.  In addition,
cost rationalization and improved execution at the company's
historically poor performing Mexican and European business units
have started to show signs of stabilization and are expected to
be breakeven to slightly accretive by year end 2008.  The stable
outlook also reflects Moody's expectations that Celestica will
continue to demonstrate a stable credit profile as a result of
better financial discipline, operating leverage enhancement
resulting from a higher variable cost structure, improved
customer service and meaningful program wins as evidenced by
revenue growth, and continued generation of modest free cash
flow.

The B1 CFR reflects:

   (i) the continued excess capacity in the EMS sector;

  (ii) Celestica's sub-par asset utilization and ongoing
       business restructurings, which have totaled roughly  
       US$435 million since January 2005 (with an additional
       US$50-US$75 million remaining in fiscal 2008);

(iii) expectations of continued pressure in the telecom and IT
       networking spaces as OEM consolidation combined with     
       heightened competition from Asian outsourcers have
       negatively impacted volumes;

  (iv) the potential for prolonged restructurings, which
       inevitably would serve as a major distraction for
       management in an industry where management focus and
       execution are key competitive differentiations;
   
   (v) very thin operating margins (2.5% for LTM ended March
       2008), albeit improved from historical levels, leaving
       little cushion for operational setbacks.

The rating is also supported by the company's status as a Tier 1
EMS provider, solid liquidity position with approximately US$1.1
billion of cash balances as of March 2008, improving financial
leverage as measured by debt to EBITDA (Moody's adjusted) of
3.6x as of March 2008 compared to 3.8x at FYE 2006, and better
working capital management leading to a reduction in the cash
conversion cycle (47.5 days as of March 2008 compared to 50.6
for FYE 2006) as well as enhanced cash flow generation helping
to mitigate lower revenue growth.

Ratings affirmed:

   -- Corporate Family Rating at B1

   -- Probability of Default Rating at B1

   -- US$500 million 7.875% Senior Subordinated Notes due 2011
      at B3 (LGD-5, 85%)

   -- US$250 million 7.625% Senior Subordinated Notes due 2013
      at B3 (LGD-5, 85%)

   -- Speculative Grade Liquidity Rating at SGL-2

Headquartered in Toronto, Celestica Inc. (NYSE:CLS) --
http://www.celestica.com/-- provides innovative electronics      
manufacturing services to companies in the computing,
communications, consumer, industrial, and aerospace and defense
end markets.  As reported in the Troubled Company Reporter on
Feb. 5, 2008, Celestica reported net loss on a generally
accepted accounting principles basis for the fourth quarter of
US$11.7 million compared to GAAP net loss of US$60.8 million for
the same period last year.

Celestica operates a highly sophisticated global manufacturing
network with operations in Brazil, China, Ireland, Italy, Japan,
Malaysia, Philippines, Puerto Rico, and the United Kingdom,
among others.


COMPANHIA DE SANEAMENTO: Inks Confidentiality Pact With EMAE
------------------------------------------------------------
Companhia de Saneamento Basico do Estado de Sao Paulo (Sabesp)
has entered into a confidentiality agreement with Empresa
Metropolitana de Aguas e Energia S.A. to carry out a valuation
of the company aiming at an eventual acquisition of assets
which, among other alternatives, may result in the corporate
restructuring of EMAE or the acquisition of its capital by  
Companhia de Saneamento, currently held by the State of Sao
Paulo.

The company assures the public that new information will be
disclosed to the market in compliance to the current
legislation.

Companhia de Saneamento Basico do Estado de Sao Paulo, aka
Sabesp (Bovespa: SBSP3; NYSE: SBS) -- http://www.sabesp.com.br  
-- is one of the largest water and sewage service providers in
the world based on the population served in 2005.  It operates
water and sewage systems in Sao Paulo, Brazil.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Sept. 12, 2007, Fitch Ratings has affirmed the 'BB' Local
Currency and Foreign Currency Issuer Default Ratings and the
Long-Term National Scale Rating 'A+(bra)' of Companhia de
Saneamento Basico do Estado de Sao Paulo.  In addition, Fitch
has affirmed the 'BB' Long-Term International Rating for US$140
million in notes issued by the company, as well as the 'A+(bra)'
on National Scale for its sixth debenture issuance.  Fitch said
the rating outlook is stable.


COMPANHIA ENERGETICA: May Increase Planned Investment for 2008
--------------------------------------------------------------
Business News Americas reports that Companhia Energetica de
Minas Gerais' President Djalma Bastos de Moraes told analysts
the firm could boost its 2008 investment plan once it finds
"compelling" acquisition goals.

Mr. de Moraes commented to BNamericas, "We will act vigorously
in acquisitions in Brazil and abroad.  Our board has agreed that
if there are any value-adding assets we can purchase, our
investment figures could increase.  We tried an acquisition in
Chile, but return rates there ended up not being attractive to
us."

According to BNamericas, Companhia Energetica will invest some
BRL1.56 billion this year, compared to BRL926 million last year.
Companhia Energia invested about BRL97 million in the first
quarter 2008.  Companhia Energetica's investments will total
BRL210 million in power generation, BRL124 million in power
transmission, and BRL791 million in power distribution this
year.

Companhia Energetica de Minas Gerais aka Cemig --
http://www.cemig.com.br/-- is one of the largest and most
important electric energy utilities in Brazil due to its
strategic location, its technical expertise and its market.
Cemig's concession area extends throughout nearly 96.7% of the
State of Minas Gerais, Brazil.  Cemig owns and operates 52 power
plants, of which six are in partnership with private
enterprises, relying on a predominantly hydroelectric energy
matrix.  Electric energy is produced to supply more than 17
million people living in the state's 774 municipalities.  In
addition to those 52 plants, another three are currently under
construction.

Cemig is also active in several other states, through ventures
for the generation or the commercialization of energy in these
Brazilian states: in Santa Catarina (generation), Rio de Janeiro
(commercialization and generation), Espirito Santo (generation)
and Rio Grande do Sul (commercialization).

                          *     *     *

In March 2007, Moody's Investors Service assigned corporate
family ratings of Ba2 on its global scale and Aa3.br on its
Brazilian national scale to Companhia Energetica de Minas
Gerais aka CEMIG.  The rating action triggered the upgrade of
CEMIG's outstanding debentures due in 2009 and 2011, and of the
BRL250 million 2014 senior unsecured guaranteed debentures of
its wholly owned subsidiary, Cemig Distribuicao S.A. to Ba2 from
B1 on the global scale and to Aa3.br from Baa2.br on the
Brazilian national scale, concluding the review process
initiated on Aug. 8, 2006.


COMPANHIA SIDERURGICA: Moody's Puts BB Rating on Positive Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services has placed its corporate
credit rating (BB) on Brazilian steel maker Companhia
Siderurgica Nacional on CreditWatch with positive implications.
     
"The CreditWatch reflects upward potential on the rating on CSN
due to the company's improving cash flow protection measures
that may allow it to comfortably finance its aggressive capital
expenditures program in the next several years," said S&P's
credit analyst Reginaldo Takara.
     
Production at Companhia Siderurgica Nacional's proprietary iron
ore mine, the Casa de Pedra mine, is expected to firmly ramp up
from 2008 under a sanguine price and market environment and
contribute to the company's cash flow diversity and resilience.  
In addition, favorable market conditions for steel in Brazil
also bode well for strong cash generation in the next few years.  
S&P believes that it is increasingly possible for the company to
sustain quite stronger credit measures than historical ones,
while continually improving its business profile in diversity
and profitability.
     
The CreditWatch also reflects improving market and economic
conditions in the company's home country, Brazil, not only
because of a significant demand recovery in the past several
quarters, but also because of improving financing conditions
that allows Companhia Siderurgica to tap the market to refinance
existing debt maturities and finance expansion plans.  S&P
expects to resolve the CreditWatch after a revision of the
company's capital expenditures plan, projected cash flow,
profitability, and liquidity profiles within the coming months.

Headquartered Sao Paolo, Brazil, Companhia Siderurgica Nacional
S.A. -- http://www.csn.com.br/-- produces, sells, exports and
distributes steel products, like hot-dip galvanized sheets, tin
mill products and tinplate.  The company also runs its own iron
ore, manganese, limestone and dolomite mines and has strategic
investments in railroad companies and power supply projects.
The group also operates in Brazil, Portugal and the U.S.


DELPHI CORP: Wants August 1 Adversary Trial Against Appaloosa
-------------------------------------------------------------
Delphi Corp. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to allow for an
expedited hearing and related discovery on its adversary
proceedings against Appaloosa Management L.P. and eight other
plan investors and related parties.

As disclosed in the Troubled Company Reporter, Delphi seeks the
specific performance by the Plan Investors on their agreement to
provide US$2,550,000,000 of exit financing pursuant to the
Equity Purchase and Commitment Agreement.

Delphi proposes this schedule:

   A. Defendants will answer or move in response to the
      complaint by June 13, 2008.

   B. If a motion to dismiss is filed on or before June 13, the
      plaintiff will file its papers in opposition to the motion
      by June 23, 2008, and the defendants will file any reply
      by June 30, 2008.

   C. The parties will serve document requests as soon as
      practicable and no later than June 3, 2008.  Documents
      requested will be produced on a rolling basis and all non-
      privileged documents will be produced by June 30, 2008.

   D. The parties will serve notices for the depositions of fact
      witnesses as soon as practicable and no later than
      June 30, 2008.

   E. Any expert reports will be filed by July 15, 2008.

   F. All discovery will be completed by July 25, 2008.

   G. Pretrial briefs will be filed by July 25, 2008.

   H. Trial will commence on August 1, 2008.

Edward A. Friedman, Esq., at Friedman Kaplan Seiler & Adelman
LLP, in New York, says that although the proposed schedule is
expedited, it is also reasonable and workable under the
circumstances.

According to Mr. Friedman, Delphi seeks to expedite the
discovery and trial schedule because the equity financing
promised by the Plan Investors is essential to the consummation
of their Joint Plan and Delphi's timely emergence from Chapter
11.

"The Plan and the agreements embodied therein, including the
EPCA, are the product of years of negotiation, accommodation,
conflict, litigation and ultimately resolution among Delphi, the
Debtors' Statutory Committees, the Debtors' principal labor
unions, General Motors, certain claimants in multidistrict ERISA
and securities litigation, the Internal Revenue Service, the
Pension Benefit Guaranty Corporation and the Defendants,"
Mr. Friedman says.  "If the Plan is to be consummated, time is
of the essence."

Mr. Friedman contends that expediting the discovery and trial
schedule will allow the Court to adjudicate Delphi's entitlement
to specific performance by the end of the summer, while it will
still be possible to put in place the structure that existed on
April 4, 2008, without subjecting Delphi's stakeholders to the
reduced recovery, and tremendous costs and delays that would
ensue if the Plan must be scrapped and a new plan developed.

In addition, long litigation and delay in the consummation of
the Plan harms the Debtors and their stakeholders because they
will be forced to endure the ongoing high costs and erosion of
market confidence that accompany a prolonged bankruptcy
proceeding, Mr. Friedman argues.

Delphi asks that the Court set May 29, 2008 as the hearing date
to consider its request for expedited discovery and trial.  
Concomitantly, Delphi asks the Court to set May 28 as the
deadline for the filing and service of objections to its
proposal.

                        Harbinger Objects

Harbinger Del-Auto Investment Company Ltd. and Harbinger Capital
Partners Master Fund I, two of the Defendants, oppose Delphi's
request, asserting that Delphi failed to show good cause in
support of its expedited discovery and trial schedule.  They say
Delphi's schedule is patently unreasonable and unworkable.

Sapna W. Palla, Esq., at Kaye Scholer LLP, in New York, asserts
Delphi has not made any showing that it will be prejudiced if
its lawsuits are not brought to trial by August 1.  Harbinger
notes that Delphi could have brought the Adversary Proceeding
two months ago.  It recounts that on March 7, the Court ruled
that to the extent Delphi wished to seek a determination that
Plan Investors had breached their obligations under the EPCA, a
full evidentiary hearing, employing adversary proceeding rules,
would be required.

The expedited schedule Delphi proposes is unrealistic,
unreasonable, and unworkable, given the size and complexity of
this case, and would deprive Harbinger of the opportunity to
develop and present its case in a fair and reasonable manner,
Sapna Palla asserts.  The counsel says that in a case in which
Delphin seeks US$2,550,000,000 from the Plan Investors, the
proposed timeframe for conducting discovery is simply not
reasonable, under any standard, given the numerous complex legal
and factual issues, the number of parties and witnesses
involved, and the necessarily extensive involvement of experts
in presenting the issues.  Harbinger notes that Delphi's
proposal does not permit the parties to engage in an orderly
discovery process allowed by the rules of the Court, including
exchange of initial disclosures, a meaningful meet-and-confer
about discovery issues and any conference on scheduling issues.

                   Committee Wants to Intervene

The Official Committee of Unsecured Creditors seeks to intervene
in the Adversary Proceedings because its constituency, the
unsecured creditors, have been injured by the acts of the Plan
Investors.  It notes that because of the Plan Investors' failure
to provide the agreed-upon investment financing, distributions
that should have been made to creditors pursuant to the Plan
have not been made.

Michael D. Warner, Esq., at Warner Stevens, L.L.P., in Fort
Worth, Texas, asserts that as a party to the Adversary
Proceedings, the Committee's role should include receiving
notice of proceedings and the service of papers, filing motions,
objections and other papers, making arguments and responding to
arguments in Court, raising matters of concern to the Committee,
and otherwise participating as a party by propounding discovery,
taking part in depositions, and participating as parties with
respect to any settlement discussions and considerations in the
Adversary Proceedings.

Mr. Warner asserts pursuant to Rule 24 of the Federal Rules of
Civil Procedure and Section 1109(b) of the Bankruptcy Code, the
Committee is entitled to intervene in the Adversary Proceedings
because the creditors are the parties who will benefit from the
specific performance sought in the Adversary Proceedings and
other recovery obtained.  "Since the creditors would have
directly benefited from the investment financing and harmed by
the failure of the Debtors to honor their obligations with
respect thereto, the Committee should have the right to
participate fully in the Adversary Proceedings."

                      About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- is the single 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
March 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 Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the
solicitation of votes on the First Amended Plan on Dec. 20,
2007.  The Court confirmed the Debtors' First Amended Plan on
Jan. 25, 2008.

(Delphi Bankruptcy News, Issue No. 130; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


GERDAU SA: Mulling to Buy Granulated Mining Products
----------------------------------------------------
Gerdau SA is considering buying granulated mining products from
smaller producers or Companhia Vale do Rio Doce to mix with
other metals in blast furnaces, Brascan Bank analyst Rodrigo
Ferraz said in a research note.

Mr. Ferraz told BNamericas, "Granulated ores are of high quality
and are rare to find around the world these days."

BNamericas relates that Gerdau has four iron ore mines with
combined resources of 1.80 billion tons.  Varzea do Lopes is its
biggest deposit with 1.07 billion tons.  Gerdau also operates
Miguel Burnier, which has resources of 550 million tons and
produces ores with a 43% content.  Gerdau owns smaller mines Dom
Bosco and Gongo Soco that will be activated.

Senso Corretora analyst Antonio Carlos Goes commented to
BNamericas, "In the past, Gerdau used to work more with scrap
metal and they didn't need ores that much.  Today, however,
Gerdau needs iron ore for its new heavy plate production which
will supply shipyards."

Analysts told BNamericas that the expectations are high for
Brazilian steelmakers investing in iron ore operations.  Gerdau
has been seeking to purchase iron ore mines to try to increase
self-sufficiency in supply to 80% by 2010, from the current 30%.

Mr. Rodrigo said in a research notes, "It wasn't always like
this.  But profit margins for steelmakers owning mining ores
today are excellent.  Steelmakers can sell at international
market prices and not be affected by high costs of minerals.  
Because of the abundance of iron ore [in the country], Brazilian
steelmakers have a competitive advantage."

According to Brascan Bank, the planned 80% self-sufficiency in
iron ore instead of 100% or more is part of Gerdau's strategy.   

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

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Nov. 26, 2007, Moody's Investors Service affirmed Gerdau S.A.'s
Ba1 corporate family rating and stable outlook.


NAVISTAR INT'L: Fitch Holds Ratings, Removes Watch Negative
-----------------------------------------------------------
Fitch has affirmed and simultaneously removed from Rating Watch
Negative the ratings for Navistar International Corporation and
Navistar Financial Corp. to reflect progress in filing audited
financial statements.  The ratings are:

Navistar International Corp.
  -- Issuer Default Rating 'BB-';
  -- Senior unsecured bank facility 'BB-'.

Navistar Financial Corp.
  -- IDR 'BB-';
  -- Senior unsecured bank lines 'BB-'.

The ratings cover approximately US$2.7 billion of NIC and NFC's
total US$6.8 billion consolidated debt at the end of fiscal
2007.  
The Rating Outlook is now Negative.

Fitch placed NIC and NFC's ratings on Watch Negative on Jan. 19,
2006, due to delays in filing audited year-end financial
statements for fiscal 2005.  The removal from Watch Negative is
the result of NIC and NFC filing their fiscal 2007 10-K
documents.  The audited financial statements in the 10-Ks
provide Fitch sufficient additional information regarding NIC
and NFC's financial condition to allow the resolution of the
Watch Negative.  NIC and NFC are on the path to becoming current
on their quarterly filings and expect this to happen no later
than the end of June 2008 with the filing of both their first
and second quarter 10-Qs.

The negative rating outlook reflects continued weakness in the
North American truck market, the potential for weak cash flow in
it its current fiscal year, low margins, litigation concerns
surrounding NIC's relationship with Ford, its largest customer,
substantially reduced capitalization levels at NFC, the
company's non current quarterly filing status, and the potential
for limited access to external capital until financial
statements are up to date.

The ratings also incorporate concerns including material
weaknesses in NIC's financial reporting control, ongoing SEC
investigations, commodity cost increases, limited geographic
diversity, the uncertain future business relationship with Ford,
the sustainability of defense business if the operations wind
down in Iraq and Afghanistan, and several concerns regarding
NFC, as discussed below.

The ratings are supported by NIC's U.S. and Canada market share
leadership in Class 6-8 trucks and school buses, competitive
engine portfolio, strong North American distribution network,
current and future potential military business, and likely
strategic acquisition of GM's medium duty business that is
expected to be completed by the end of 2008.  The company also
benefits from a more competitive three-year contract with the
UAW that eliminates guaranteed employment and runs through
Sept. 30, 2010.  A return to a stable outlook is dependant on
the combination of several factors including the continuation of
NIC's filing progress, a clearer path to strong free cash flow,
improved margins, resolution of business and legal issues with
Ford, and improved capitalization levels at NFC.

Through the first four months of 2008, NIC's U.S. medium and
heavy truck sales are off approximately 18% due to the weak U.S.
economy.  This represents a continuation of a weak U.S. market
for medium and heavy trucks sales.  NIC experienced a 39% truck
unit sales decline in 2007due to the cyclical market decline
that occurred as a result of new emissions standards for the
industry.  

U.S. truck sales for NIC and the industry may not rebound until
calendar year 2009, when a new pre-buy is expected ahead of
another emissions change that will go into effect in 2010.  
NIC's business is also being negatively affected by sales
decline of Ford's F-series equipped with NIC's 6.4L V8 diesel
engine.  In the mid-term NIC may lose its engine business with
Ford in addition to the Blue Diamond truck joint venture with
Ford that will end in September 2009.  The relationship between
the companies has deteriorated due to warranty and pricing
issues, but given Fitch's estimate of the low margins from NIC's
business with Ford, the loss of business may not be a credit
concern.  Ford represented 14% of NIC's revenue in 2007.

Offsetting NIC's weak truck and engine business in North America
in its fiscal year 2008 is its growing parts business, export
sales, and substantial military business growth.  NIC has won
over US$4.4 billion of military contracts since the end of 2006,
the majority of which are related to the Mine-Resistant Ambush
Protected vehicles and will be booked in its current fiscal
year.  Though NIC does not have any MRAP orders beyond its
current fiscal year there is a potential for future business.  
NIC is also in the process of developing a Joint Light Tactical
Vehicle with BAE Systems which could lead to additional defense
business.

NIC's US$1.7 billion of credit facilities consist of a
US$200 million secured asset-backed revolving credit facility,
unsecured US$1.1 billion term loan and unsecured US$400 million
synthetic revolving credit facility.  According to un-audited
financials NIC drew US$230 million from its unsecured synthetic
revolving credit facility and had a US$625 million manufacturing
cash balance at the end its second quarter.  

The company is able to access US$190 million of its secured
facility and has some letters of credit against its unsecured
facility therefore Fitch estimates total liquidity for the
manufacturing operations at April 30, 2008 at US$964 million.  
NIC indicated that it expects to have between US$550 million to
US$650 million of manufacturing cash by the end of the fiscal
year and that capital expenditures should be between US$250
million-US$350 million.  Fitch estimates that free cash flow in
2008 could be potentially weak due to reduced Class 6-8 sales in
North America, lower Ford volumes and high commodity costs which
have already increased US$20 million in the first half of NIC's
fiscal year.

Other uses of cash in NIC's 2008 fiscal year include
US$364 million of debt maturities, the majority of which is Deal
Cor debt, acquisition costs related to GM's Medium duty truck
business, professional fees related to accounting issues which
NIC estimates will be in the US$150 million-US$170 million range
and a US$100 million contribution to its pension fund.

NIC generated US$127 million of cash from operations during its
2007 fiscal year which included a US$400 million dividend from
the financial subsidiary.  This dividend severely weakened the
capitalization levels of Navistar Financial, as discussed below.  
NIC's 2006 fiscal year cash from operations was US$518 million.  
The decrease in cash flow was due primarily to lower net income
due to a significant decline in truck sales, but it was also
affected by US$190 million of professional fees related to the
NIC's accounting issues, US$86 million in increased raw material
costs and prepaid and intangible pension contributions.  Despite
the dividend from NFC, NIC's free cash flow in fiscal year 2007
was negative US$183 million and was impacted by an US$83 million
increase in capital expenditures over 2006.

In 2007 NIC's debt was reduced approximately 18% orUS$443
million
(primarily related to Deal Cor) to US$2 billion.  (Deal Cor
consists of NIC's majority owned dealership subsidiary that is
currently refurbishing and selling some NIC dealers.  
Dealerships that are sold assume the debt that is associated
with them).  The unfunded status of NIC's consolidated pension
plans in 2007 was reduced US$668 million from 2006 to US$197
million, primarily as a result of substantial asset returns.  
Professional fees related to NIC's restatements and accounting
issues were US$234 million in FY 2007 and US$105 million in the
first and second quarter of FY 2008.  NIC expects these fees to
be normalized in FY 09' in the US$20 million to US$30 million
range, which will positively impact cash flow and margins.

For fiscal year 2007 revenue was US$11.9 billion, downUS$2
billion or 14% compared to fiscal year 2006.  The revenue
decline was attributable primarily to NIC's truck segment where
net sales declined approximately US$2.2 billion in 2007 versus
2006 due to the drop off of truck sales resulting from the
emissions pre-buy in 2006.  Operating margins for NIC's 2007
truck, engine and parts business before eliminations was 3.5%.

Fitch views increasing risks at NFC, mainly due to weakened
capital levels following US$400 million of dividends to the
manufacturing parent company in fiscal 2007.  As a result,
equity to managed assets now stands at 3.94% from 7.79% at
fiscal year-end 2006.  In addition, while NFC has always applied
fair value to its retained interest in securitization it has not
yet adopted FAS 157/159 pertaining to fair value for financial
assets, but will be required to do in its next quarterly filing.  
Given the large retained interest of US$319 million or 116% of
equity, and changed market dynamics for such assets, NFC could
potentially need to write-down its retained interest, placing
further pressure on capital levels.

NFC's funding profile is weak and relies heavily on expensive
bank funding, which Fitch believes may make NFC less competitive
in offering financing.  Fitch believes that the rise in
borrowing costs is beginning to affect NFC competitively, as its
market share of NIC retail sales has steadily declined the past
few years.

Lastly, Fitch recognizes deterioration in NFC's asset quality
metrics in 2007 and expects further, albeit, modest weakening
given current economic conditions and the spike in fuel prices.  
While the company has experienced rising delinquencies and
losses, Fitch believes the current levels of delinquencies and
losses are manageable and within historical ranges.

Based in Warrenville, Illinois, Navistar International Corp.
(NYSE:NAV) -- http://www.nav-international.com/-- is the parent
company of Navistar Financial Corp. and International Truck and
Engine Corp.  The company produces International brand
commercial trucks, mid-range diesel engines and IC brand school
buses, Workhorse brand chassis for motor homes and step vans,
and is a private label designer and manufacturer of diesel
engines for the pickup truck, van and SUV market.  The company
also provides truck and diesel engine parts and service sold
under the International brand.  A wholly owned subsidiary offers
financing services.  The company has operations in Brazil,
Iceland and India.


UAL CORP: Fitch Holds Ratings and Revises Outlook to Negative
-------------------------------------------------------------
Fitch Ratings has revised the Rating Outlook for UAL Corp. and
its principal operating subsidiary United Airlines, Inc. to
Negative from Stable.  Debt ratings for both entities have been
affirmed as:

  -- UAL & United Issuer Default Ratings at 'B-';

  -- United's secured bank credit facility (Term Loan and  
     Revolving Credit Facility) at 'BB-/RR1';

  -- Senior unsecured rating for United at 'CCC/RR6'.

The bank facility rating applies to approximately US$1.3 billion
of funded term loan debt, and the unsecured rating applies to
approximately US$1.4 billion of outstanding notes.

The Negative Rating Outlook reflects Fitch's view that the
unprecedented rise in crude oil and jet fuel prices witnessed
over the last several weeks will put increasing pressure on
United's margins and cash flow generation capacity through the
remainder of 2008, potentially forcing the carrier to consider
asset sales or new financing to shore up liquidity in an
increasingly challenging industry operating environment.  

United has taken steps in recent weeks to counter the fuel shock
by cutting domestic available seat mile capacity after the
summer,
while negotiating covenant waivers with its credit facility
lenders to ensure access to its US$1.5 billion secured credit
facility.  Still, the magnitude of the recent fuel price spike
is leading United and other large U.S. carriers to pursue fare
and fee increases that may well begin to crimp air travel demand
and undermine the industry's ability to partially offset fuel-
related cash outflows in a weak macroeconomic environment.

Ratings for UAL and United reflect the airline's highly levered
balance sheet, volatile cash flow generation capacity, and
ongoing susceptibility to intense fuel and revenue shocks in an
industry that remains particularly vulnerable to macroeconomic
risk.  Following two years of improvements in cash flow
generation and steady debt reduction in 2006 and 2007, United
faces an increasingly difficult operating environment in 2008
that will likely lead to a deterioration in credit quality over
the next few quarters.

In a prolonged high fuel cost scenario that assumes no
significant pull-back in crude oil and jet fuel prices through
early 2009, United and all of the major U.S. carriers will face
intensifying liquidity pressures--particularly if an extended
economic slowdown drives a sharp reduction in air travel demand.  
However, it is important to note that United's unencumbered
asset holdings give it some room to maneuver with respect to
liquidity preservation in a deep industry downturn.  United's
current unencumbered fleet of 113 aircraft could be financed to
shore up cash balances if free cash flow trends deteriorate
further.

The potential sale of other assets such as United's maintenance,
repair and overhaul operations, spare parts, advance sales of
Mileage Plus frequent flier miles and London Heathrow slots all
represent sources of liquidity that could be tapped in the
coming months if unrestricted cash balances fall closer to the
US$1.0 billion covenant level.

Taking into account the impact of fuel hedges, United remains
highly sensitive to volatility in jet fuel prices.  Fitch
estimates that the annual mainline fuel cost impact of a 10-cent
change in jet fuel prices is approximately US$220 million.  A
full year 2008 post-hedge average fuel price of US$3.20 per
gallon (well below current spot prices of about US$4.00 per
gallon) would translate into approximately US$2.2 billion of
incremental mainline fuel costs this year versus 2007.

United's empty aircraft order book is a positive now, with no
near-term aircraft capital commitments that would require access
to debt capital markets.  The large unencumbered asset base also
offers United additional flexibility to reduce capacity further
without incurring incremental aircraft ownership costs.  Non-
aircraft cash capital spending will be pulled down to
approximately US$450 million for the full year, and 2008
scheduled debt maturities total US$678 million.

The credit facility covenant waiver negotiated earlier this
month suspends compliance with the facility's fixed charge
coverage test for four quarters beginning in the current period.  
Compliance with a modified fixed charge coverage test will be
measured on a quarterly basis beginning at the end of the June
2009 quarter.

The minimum unrestricted cash requirement is now US$1.0 billion.  
Assuming steady fuel prices and worsening operating trends
through the remainder of 2008, United is not likely to breach
the minimum cash covenant this year.  However, further energy
price shocks could accelerate cash outflows late in the year and
into the seasonally weak cash generation periods of Q408 and
Q109 -- potentially forcing United to sell or mortgage
unencumbered assets.

United's two primary credit card processing agreements provide
for the holdback of cash by processors in certain circumstances.  
As of March 31, United reported US$319 million in credit card
holdbacks, classified as restricted cash on the balance sheet.   
United's largest processor agreement provides for additional
holdbacks, but covenants are linked to those in the credit
facility at a reduced threshold.  There is no fixed charge
coverage test for the next four quarters.  For the second
processing agreement, there are currently no holdbacks.  
However, the processing institution could require the posting of
cash collateral if certain material adverse changes occur.

Although the Delta-Northwest merger announcement in April
initially increased the likelihood of a follow-on consolidating
transaction involving United, execution risk related to the
closing of any airline merger by early 2009 is high,
particularly in light of the fuel crisis and organized labor's
skepticism about the merits of consolidation.  Importantly, any
capacity rationalization and cost savings linked to mergers
would have to wait until early 2009 at the earliest--following a
lengthy antitrust review by the U.S. Department of Justice.

In Fitch's view, industry consolidation could lay the foundation
for more rational capacity decision-making in highly competitive
domestic markets and would mitigate the impact of economic
cycles on airline cash flow.

Further negative rating actions, including a downgrade of the
IDR into the 'CCC' category) could follow if sustained high jet
fuel prices (above US$3.50 per gallon) through the summer,
coupled with weakening revenue per available seat mile trends
and softening air travel demand drive substantially negative
free cash flow and force United to borrow heavily to avoid
intensifying liquidity pressure moving into 2009.

                      About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The company emerged from bankruptcy
protection on Feb. 1, 2006.


USINAS SIDERURGICAS: Nippon Steel Eyes Firm's Shares
----------------------------------------------------
Nippon Steel Corp. will consider exercising the right to
purchase Usinas Siderurgicas de Minas Gerais SA shares from  
Companhia Vale do Rio Doce, Reuters says, citing a source.

As reported in the Troubled Company Reporter-Latin America on
May 29, 2008, Companhia Vale will sell its shares in Usinas
Siderurgicas.  Companhia Vale owns a 2.9% stake in Usinas
Siderurgicas and holds 5.89% of Usinas Siderurgicas' common
stock.

Reuters relates that Companhia Vale is an affiliate of Nippon
Steel, which holds a 23% stake in Usinas Siderurgicas.  Because
it opposed Usinas Siderurgicas' expansion into iron ore mining
and due to slow growth in its core steel business, Companhia
Vale is selling its shares in Usinas Siderurgicas.

According to Reuters, a group of shareholders composed of Nippon
Usiminas, Nippon Steel, and Mitsubishi Corp. owns a 24.7% voting
stake in Usinas Siderurgicas.  Nippon Steel has a 51% stake in
Nippon Usiminas.  A group that includes Votorantim and Camargo
Correa owns 23.1%.  They can use preferential rights in
acquiring Companhia Vale's stake.

The source told Reuters, "We'll discuss among shareholders,
based on the shareholders' agreement, whether to buy the shares
after hearing the sales conditions."

Reuters notes that Nippon Steel will use Usinas Siderurgicas as
a "springboard" to expand into the U.S., Europe, and Africa.  
Nippon Steel is assisting Usinas Siderurgicas in its
US$5.7 billion capacity expansion plan to increase crude steel
production by at least a quarter by 2010.  Nippon Steel will
also construct with Usinas Siderurgicas a three million tonnes-
a-year blast furnace at an estimated cost of US$2.7 billion.

Headquartered in Minas Gerais, Brazil, Usinas Siderurgicas de
Minas Gerais SA -- http://www.usiminas.com.br-- is among the       
world's 20 largest steel manufacturing complexes, with a
production capacity of approximately 10 million tons of steel.  
Usiminas System companies produces galvanized and non-coated
flat steel products for the automotive, small and large diameter
pipe, civil construction, hydro-electronic, rerolling,
agriculture, and road machinery industries.  Brazil consumes 80%
of its products and the company's largest export markets are the
US and Latin America.  The company also sells in China and
Japan.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 5, 2008, Moody's Investors Service assigned a Ba1 local
currency rating and an Aa1.br rating on its Brazilian national
scale to the BRL500 million non-guaranteed subordinated
debentures due 2013 to be issued by Usinas Siderurgicas de Minas
Gerais S.A. (aka Usiminas).  Net proceeds from the debentures
issuance will be used to partially fund the company's capex
program.  Moody's said the rating outlook is stable.


* BRAZIL: Fitch Upgrades Issuer Default Ratings to BBB- From BB+
----------------------------------------------------------------
Fitch Ratings has upgraded these rating for Brazil:

  -- Long-term foreign currency issuer default rating to 'BBB-'
     from 'BB+';

  -- Long-term local currency issuer default rating to 'BBB-'
     from 'BB+';

  -- Country ceiling to 'BBB' from 'BBB-';

  -- Short-term issuer default rating to 'F3'.

The rating outlook is stable.

The rating upgrade reflects the dramatic improvement in Brazil's
external and public sector balance sheet that has greatly
reduced Brazil's vulnerability to external and exchange rate
shocks and entrenched macroeconomic stability and enhanced
medium-term growth prospects.  The authorities have established
a track record of commitment to low inflation and a primary
budget surplus that has dispelled previous concerns over medium-
term fiscal sustainability.  Brazil's investment-grade ratings
are also supported by its diverse, high value added economy --
reflected in a per capita income, which at approximately
US$7,000 is in line with the 'BBB' median -- and its relative
political and social stability.

"The impressive improvement in external finances, in part due to
higher commodity prices but also the result of good policy
management, along with the sovereign's net creditor status has
made Brazil much more resilient to global financial shocks and
enhanced the credibility of its macroeconomic policy framework,"
Senior Director in Fitch's sovereign group, Shelly Shetty said.  
"A growing consensus across the political spectrum on
macroeconomic policies also reduces the potential for a marked
departure from the current setting."

Brazil has emerged as a net public external creditor for the
first time, thanks to the government's skillful liability
management and a significant accumulation of international
reserves, that currently stand at nearly US$200 billion.  Net
public external debt reached -34% of CXR in 2007, better than
the 'BBB' median of -17% and comparable to that of Peru and
Kazakhstan, even though the latter are larger commodity
exporters than Brazil.

Brazil's policy framework is gaining credibility and the
improved structure of public debt has reduced the 'fiscal
dominance' of monetary policy decisions by largely eliminating
the vulnerability of the public sector's balance sheet to
exchange rate shocks, underpinning the credibility of the
inflation target and the central bank's policy freedom.  The
central bank has not hesitated in recently raising policy
interest rates in order to fight inflation and to anchor
inflation expectations.  Moreover, the government continues to
demonstrate fiscal discipline by restating its primary surplus
target of 3.8% of GDP even after the loss of 1.5% of GDP in
revenue as a result of the failure of Congress to renew the CPMF
(financial transaction tax) in December 2007.  The fiscal
results of the first four months of 2008 suggest that the
government will comfortably meet its primary surplus target for
this year.

"While Brazil's growth continues to lag that of Russia, India
and China and low-investment-grade peers, Fitch is more
confident that greater macroeconomic stability, reduced external
vulnerabilities, higher foreign direct investment and the
benefits of past microeconomic reforms will allow higher and
more stable growth performance than previously,' said Ms.
Shetty.

Brazil's current growth cycle has been the longest in the last
20 years, and Brazil's recent growth performance has helped it
close the gap between its five-year growth average (4.5%) and
the 'BBB' median (5%).  Formalization of the economy, credit
growth and greater certainty on macroeconomic variables are
fuelling consumption and investment in Brazil and should allow
the country to grow at a faster pace than in the past.

Brazil's ratings continue to be constrained by structural
weaknesses in public finances, a heavy government debt burden
(67% of GDP versus 28% for the 'BBB' median), an unfavorable,
albeit improving structure of domestic debt and a glacial pace
of structural reforms.  Easing of these constraints through
implementation of reforms that unleash the potential of the
economy and strengthen public finances would be viewed
positively.  On the other hand, persistent policy slippage that
undermines the credibility of the current policy framework could
negatively affect Brazil's ratings.



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

AMPHORA FINE: Will Hold Final Shareholders Meeting on June 4
------------------------------------------------------------
Amphora Fine Wine Fund Plc will hold its final shareholders
meeting on June 4, 2008, at 9;00 a.m., at 1 King William St.,
London EC4P 4DU, United Kingdom.

These matters will be taken up during the meeting:

               1) accounting of the wind-up process, and
     
               2) authorizing the liquidator of the company
                  to retain the records of the company for a
                  period of five years from the dissolution
                  of the company, after which they may be
                  destroyed.

Amphora Fine's shareholder agreed on April 9, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidator can be reached at:

               Philip Hilary Swatman
               Cardinal House, George Road
               Kingston-Upon-Thames
               Surrey KT2 7NU, United Kingdom
               Telephone: (44) 020 8949 1360
               Fax: (44) 020 8336 9945


BB YK ONE: Will Hold Final Shareholders Meeting on June 5
---------------------------------------------------------
BB YK One Holdings Inc. will hold its final shareholders meeting
on June 5, 2008, at Caledonian House, 69 Dr. Roy’s Drive, George
Town, Grand Cayman, Cayman Islands.

These matters will be taken up during the meeting:

               1) accounting of the wind-up process and
               2) giving any explanation thereof.

BB YK One's shareholder agreed on April 17, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidator can be reached at:

               Griffin Management Limited
               c/o Caledonian Trust (Cayman) Limited
               Caledonian House, 69 Dr. Roy's Drive
               P.O. Box 1043, Grand Cayman,
               Cayman Islands


BEAR STEARNS: District Court Bars Funds' Liquidation in Cayman
--------------------------------------------------------------
Simon Lovell Clayton Whicker and Kristen Beighton, as joint
official liquidators and foreign representatives for Bear
Stearns High-Grade Structured Credit Strategies Master Fund,
Ltd., and Bear Stearns High-Grade Structured Credit Enhanced
Leverage Master Fund, Ltd., lost in their appeal to have the
Funds liquidated in the Cayman Islands rather than in the United
States.

The Hon. Robert Sweet of the U.S. District Court for the
Southern District of New York affirmed the decision of the Hon.
Robert Lifland of the U.S. Bankruptcy Court for the Southern
District of New York denying the Liquidators' petition for
recognition of the Bear Stearns Funds' liquidation proceedings
in the Cayman Islands as main or non-main foreign proceeding
under Chapter 15 of the U.S. Bankruptcy Code.

Judge Sweet, in a 35-page ruling, affirmed Judge Lifland's
ruling that each of the Funds' "center of main interests" was
actually in the United States.  Judge Sweet held that:

   -- both Funds are registered as "exempted" companies under
      Cayman Islands law, which allows qualifying companies to
      trade in the Cayman Islands provided the companies seek to
      further business outside of the Cayman Islands and not      
      compete with local businesses;

   -- the Funds were established to attract sophisticated
      investors who understood and were willing to accept the
      risk of loss attendant to high income and capital
      appreciation investments;

   -- the High-Grade Fund's only investors were three "feeder
      funds," two of which were registered in the Cayman Islands
      and one was a U.S. entity;

   -- the Enhanced Fund only had one investor, a large financial
      institution based in the United Kingdom; and

   -- the creditor constituency of both Funds consists of less
      than 20 large international financial institutions.

Judge Sweet further noted that the Funds do not have any
employees or managers in the Cayman Islands.  Bear Stearns Asset
Management, Inc., the Funds' investment manager, is located in
New York.  PFPC, Inc. (Delaware), the administrator that runs
the back office operations of both Funds, is also in the United
States along with the Funds' books and records.  Judge Sweet
acknowledged that before the Funds commenced their liquidation
proceedings in the Cayman Islands, all of their liquid assets
were located in the United States.

The District Court held that although two of the three investors
in the High-Grade Fund are registered Cayman Islands companies,
one of the Liquidators testified that both investors are Bear
Stearns entities, which appear to have the same minimum Cayman
Islands profile as the Funds.  To demonstrate the Funds'
substantial connections to the Cayman Islands, the Liquidators
asserted a number of arguments, including the contention that
most of the Funds' remaining liquid assets are in bank accounts
in the Cayman Islands and that two of the Funds' directors
resided in the Cayman Islands.  Judge Sweet, however, opined
that the Liquidators' arguments were all for naught.

The Bankruptcy Court discovered that the Funds' assets were
maintained in their accounts with their prime broker in the
United States before they filed their Chapter 15 petition on
July 31, 2007.  Judge Sweet found that after the Funds' Chapter
15 filing, some of the Funds' "millions of dollars in cash" were
directed to accounts in the Cayman Islands instead of their
usual destination in the United States.

The Bankruptcy Court also found that the two directors of the
Funds have not been shown to have had any substantial
involvement in the business of the Funds.  Judge Sweet noted
that at the time of the Chapter 15 petition, there were no
assets of the Funds in the Cayman Islands.

Thus, the District Court affirmed that Judge Lifland:

   (i) correctly held that the Section 1516(c) presumption
       arising from incorporation has been rebutted by
       unchallenged facts; and

  (ii) properly concluded that the Funds' center of main
       interest is New York.  

The lack of objection to the Funds' Chapter 15 petition may
result from any number of considerations, unknown to the courts
but subject to any assumption, Judge Sweet noted.  That absence
though, he said, does not relieve the bankruptcy court of its
duty to apply the statue as written.  

In addition, Judge Sweet opined that evidence submitted by the
Liquidators after the January 16, 2008 hearing on the Appeals is
inadmissible.  The Liquidators submitted to the District Court
evidence that two directors based in the Cayman Islands were
required to approve certain transactions with the Funds, but
Judge Sweet found that no evidence was adduced that the
requirement was fulfilled in fact or amounted to more than a pro
forma technicality.

The Funds, which invested heavily in collateralized loans backed
by U.S. subprime mortgages, commenced liquidation proceedings in
the Cayman Islands on July 30, 2007.  The next day, the Funds,
through the Liquidators, filed a Chapter 15 Petition in the U.S.
Southern New York Bankruptcy Court to protect their assets in
the United States.  On Aug. 30, Judge Lifland denied the Funds'
Chapter 15 Petition ruling that they are U.S.-based.  The Funds
subsequently appealed the Aug. 30 decision.  District Court
Judge Sweet, in January 2008, postponed ruling on the Appeal.

Judge Sweet called Judge Lifland's August 30 decision as
"excellently crafted."  Judge Sweet also said in his ruling that
"[t]he process by which the financial problems of insolvent
hedge funds are resolved appears to be of transcendent
importance to the investment community and perhaps even to the
society at large."

A full-text copy of 36-page District Court Opinion is available
for free at http://ResearchArchives.com/t/s?2cf2

               Parties React to Affirmation Ruling

Chapter 15 protection would have allowed the Funds to continue
to liquidate in the Cayman Islands while giving protection of
their U.S.-based assets.  Jay Westbrook, one of the co-authors
of Chapter 15, said Judge Sweet's ruling is "likely to stop
companies based in 'haven countries' for tax or secrecy reasons
from attempting to seek protection under Chapter 15," Bloomberg
News said.  LawAndTax-News.com said legal experts expect Judge
Sweet's ruling "[to] have a substantial impact on the future
bankruptcy cases where investment funds are based offshore.    
[T]here are fears that [Judge Sweet's ruling] could deter funds
from registering in offshore jurisdictions like the Cayman
Islands, which is home to about 8,000 hedge funds," LawAndTax-
News.com added.

Bracewell & Guiliani contended, in an opinion posted at its Web
site, that Judge Lifland's and Judge Sweet's opinions about the
Funds are wrong.  The law firm said it is not clear whether the
error belongs in the two court's interpretation of Chapter 15 or
in the Chapter 15 statute itself.  The law firm pointed out that
"it is a particular irony that Chapter 15 stands in stark
contrast to U.S. law regarding eligibility of foreign debtors to
be the subject of plenary Chapter 11 or Chapter 7 proceedings."

Bracewell & Guiliani said it hopes the Liquidators will pursue
an appeal of Judge Sweet's decision to the Second Circuit Court
of appeals.  The law firm further suggested that Chapter 15 be
amended to make clear that an insolvency proceeding in a
debtor's place of incorporation is eligible for discretionary
Chapter 15 relief.  The law firm also urged the Cayman Islands
legislators to clarify the fund registration statutes to detail
the specific local economic activities a fund can properly
engage in without running afoul of the general policy that the
funds should not be competing directly with local businesses.

                    About Bear Stearns Funds

Grand Cayman, Cayman Islands-based Bear Stearns High-Grade
Structured Credit Strategies Enhanced Leverage Master Fund Ltd.
and Bear Stearns High-Grade Structured Credit Strategies Master
Fund Ltd. are open-ended investment companies, which sought high
income and capital appreciation relative to the London Interbank
Offered Rate, and designed for long-term investors.

On July 30, 2007, the Funds filed winding up petitions under the
Companies Law (2007 Revision) of the Cayman Islands.  Simon
Lovell Clayton Whicker and Kristen Beighton at KPMG were
appointed joint provisional liquidators.  The joint liquidators
filed for Chapter 15 petitions before the U.S. Bankruptcy Court
for the Southern District of New York the next day.  On
Aug. 30, 2007, the Honorable Burton R. Lifland denied the Funds
protection under Chapter 15 of the Bankruptcy Code.

Fred S. Hodara, Esq., Lisa G. Beckerman, Esq., and David F.
Staber, Esq., at Akin Gump Strauss Hauer & Feld LLP, represent
the liquidators in the United States.  The Funds' assets and
debts are estimated to be more than US$100,000,000 each.  (Bear
Stearns Funds Bankruptcy News, Issue No. 20; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or  
215/945-7000)


CABLE & WIRELESS: May Submit Takeover Offer for Thus Group Plc
--------------------------------------------------------------
Cable & Wireless Plc notes the recent movement in the share
price of Thus Group plc ("Thus") and confirms that it has made a
preliminary approach to the Board of Thus in relation to a
possible offer for the company.

Headquartered in London, Cable & Wireless Plc
-- http://www.cw.com/new/-- operates through two standalone
business units -- International and Europe, Asia & US.  The
International business unit operates integrated
telecommunications companies in 33 countries offering mobile,
broadband, domestic and international fixed line services to
residential and business customers, with principal operations in
the Caribbean, Panama, Macau, Monaco and the Channel Islands.
The Europe, Asia & U.S. business unit provides enterprise and
carrier solutions to the largest users of telecoms services
across the U.K., U.S., continental Europe and Asia -- and
wholesale broadband services in the U.K.  The company also has
operations in India, China, the Cayman Islands and the Middle
East.

                        *     *     *

As reported in the Troubled Company Reporter-Europe on
May 26, 2008, Standard & Poor's Ratings Services has revised its
outlook on Cable & Wireless PLC to developing from stable.  The
developing outlook means ratings can be raised, lowered, or
affirmed.  The 'BB-' long-term and 'B' short-term corporate
credit ratings remain unchanged.


CYGNUS FUNDING CO: Final Shareholders Meeting Is on June 5
----------------------------------------------------------
Cygnus Funding Co. will hold its final shareholders meeting on
June 5, 2008, at Caledonian House, 69 Dr. Roy's Drive, George
Town, Grand Cayman, Cayman Islands.

The accounting of the wind-up process will be taken up during
the meeting.

Cygnus Funding's shareholder agreed on April 17, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

               Griffin Management Limited
               c/o Caledonian Trust (Cayman) Limited
               Caledonian House, 69 Dr. Roy's Drive
               P.O. Box 1043, Grand Cayman,
               Cayman Islands


DRAGONFLY SYNTHETIC: Sets Final Shareholders Meeting for June 5
---------------------------------------------------------------
Dragonfly Synthetic CDO 2007 will hold its final shareholders
meeting on June 5, 2008, at Caledonian House, 69 Dr. Roy's
Drive, George Town, Grand Cayman, Cayman Islands.

Accounting of the wind-up process will be taken up during the
meeting.

Dragonfly Synthetic's shareholder agreed on April 17, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

               Griffin Management Limited
               c/o Caledonian Trust (Cayman) Limited
               Caledonian House, 69 Dr. Roy's Drive
               P.O. Box 1043, Grand Cayman,
               Cayman Islands


FLAGSTONE CBO: Sets Final Shareholders Meeting for June 5
---------------------------------------------------------
Flagstone CBO 2001-1 Ltd. will hold its final shareholders
meeting on June 5, 2008, at Caledonian House, 69 Dr. Roy’s
Drive, George Town, Grand Cayman, Cayman Islands.

The accounting of the wind-up process will be taken up during
the meeting.

Flagstone CBO's shareholder agreed on April 17, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

               Griffin Management Limited
               c/o Caledonian Trust (Cayman) Limited
               Caledonian House, 69 Dr. Roy's Drive
               P.O. Box 1043, Grand Cayman,
               Cayman Islands


KD HOLDINGS: Will Hold Final Shareholders Meeting on June 5
-----------------------------------------------------------
KD Holdings Co. Ltd. will hold its final shareholders meeting on
June 5, 2008, at Caledonian House, 69 Dr. Roy’s Drive, George
Town, Grand Cayman, Cayman Islands.

The accounting of the wind-up process will be taken up during
the meeting.

KD Holdings' shareholder agreed on April 17, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidator can be reached at:

               Griffin Management Limited
               c/o Caledonian Trust (Cayman) Limited
               Caledonian House, 69 Dr. Roy's Drive
               P.O. Box 1043, Grand Cayman,
               Cayman Islands


KESTREL DOCUMENT: Proofs of Claim Filing Deadline Is June 5
-----------------------------------------------------------
Kestrel Document Services Ltd.'s creditors have until
June 5, 2008, to prove their claims to David A.K. Walker and
Lawrence Edwards, 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.

Kestrel Document's shareholders decided on April 30, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

               David A.K. Walker and Lawrence Edwards
               c/o PricewaterhouseCoopers Cayman Islands,
               Strathvale House, George Town,
               Grand Cayman, Cayman Islands

Contact for inquiries:

              Jodi Jones
              P.O. Box 258, Grand Cayman,
              Cayman Islands
              Telephone: (345) 914 8694
              Fax: (345) 945 4237


KF MOTOMACHI: Final Shareholders Meeting Is on June 5
-----------------------------------------------------
KF Motomachi Holdings Inc. will hold its final shareholders
meeting on June 5, 2008, at Caledonian House, 69 Dr. Roy’s
Drive, George Town, Grand Cayman, Cayman Islands.

The accounting of the wind-up process will be taken up during
the meeting.

KF Motomachi's shareholder agreed on April 17, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

               Griffin Management Limited
               c/o Caledonian Trust (Cayman) Limited
               Caledonian House, 69 Dr. Roy's Drive
               P.O. Box 1043, Grand Cayman,
               Cayman Islands


KITE LEASING: To Hold Final Shareholders Meeting on June 5
----------------------------------------------------------
Kite Leasing Ltd. will hold its final shareholders meeting on
June 5, 2008, at Caledonian House, 69 Dr. Roy’s Drive, George
Town, Grand Cayman, Cayman Islands.

The accounting of the wind-up process will be taken up during
the meeting.

Kite Leasing's shareholder agreed on April 17, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

               Griffin Management Limited
               c/o Caledonian Trust (Cayman) Limited
               Caledonian House, 69 Dr. Roy's Drive
               P.O. Box 1043, Grand Cayman,
               Cayman Islands


MC OMOTESANDO: Sets Final Shareholders Meeting for June 5
---------------------------------------------------------
MC Omotesando Holdings Inc. will hold its final shareholders
meeting on June 5, 2008, at Caledonian House, 69 Dr. Roy’s
Drive, George Town, Grand Cayman, Cayman Islands.

The accounting of the wind-up process will be taken up during
the meeting.

MC Omotesando's shareholder agreed on April 17, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

               Griffin Management Limited
               c/o Caledonian Trust (Cayman) Limited
               Caledonian House, 69 Dr. Roy's Drive
               P.O. Box 1043, Grand Cayman,
               Cayman Islands


PLAZA 246 HOLDINGS: Sets Final Shareholders Meeting for June 5
--------------------------------------------------------------
Plaza 246 Holdings Co. Ltd. will hold its final shareholders
meeting on June 5, 2008, at Caledonian House, 69 Dr. Roy’s
Drive, George Town, Grand Cayman, Cayman Islands.

The accounting of the wind-up process will be taken up during
the meeting.

Plaza 246 Holdings' shareholder agreed on April 17, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

               Griffin Management Limited
               c/o Caledonian Trust (Cayman) Limited
               Caledonian House, 69 Dr. Roy's Drive
               P.O. Box 1043, Grand Cayman,
               Cayman Islands


SALT CREEK: To Hold Final Shareholders Meeting on June 5
--------------------------------------------------------
Salt Creek LS CDO 2006 will hold its final shareholders meeting
on June 5, 2008, at Caledonian House, 69 Dr. Roy's Drive, George
Town, Grand Cayman, Cayman Islands.

The accounting of the wind-up process will be taken up during
the meeting.

Salt Creek's shareholder agreed on April 17, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidator can be reached at:

               Griffin Management Limited
               c/o Caledonian Trust (Cayman) Limited
               Caledonian House, 69 Dr. Roy's Drive
               P.O. Box 1043, Grand Cayman,
               Cayman Islands


TTK HOLDINGS: To Hold Final Shareholders Meeting on June 5
----------------------------------------------------------
TTK Holdings Ltd. will hold its final shareholders meeting on
June 5, 2008, at Caledonian House, 69 Dr. Roy’s Drive, George
Town, Grand Cayman, Cayman Islands.

The accounting of the wind-up process will be taken up during
the meeting.

TTK Holdings' shareholder agreed on April 17, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidator can be reached at:

               Griffin Management Limited
               c/o Caledonian Trust (Cayman) Limited
               Caledonian House, 69 Dr. Roy's Drive
               P.O. Box 1043, Grand Cayman,
               Cayman Islands



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

AES CORP: Closes US$1 Billion Ekibastuz Interest Sale
-----------------------------------------------------
The AES Corporation has completed the sale of its interest in
the AES Ekibastuz power plant and Maikuben coal mine in
Kazakhstan to Kazakhmys PLC for gross proceeds of US$1.1
billion.  AES will also receive up to US$381 million over a
three-year period to manage and operate the facilities acquired
by Kazakhmys, Kazakhstan's largest producer of copper and one of
the leading copper producers in the world.

AES will maintain ownership and operation of its other
facilities located in Eastern Kazakhstan, which include thermal
and hydro generation capacity of approximately 2,688 MW and a
distribution business with over 400,000 customers.

"The decision to sell a portion of our business in Kazakhstan is
consistent with our focus on portfolio management and how we
assess the long term potential of each of our businesses in the
context of our broader portfolio," said Paul Hanrahan, AES
President and Chief Executive Officer.  "What makes this sale
unique is that AES will continue to maintain a significant
presence in the country and play an active role improving the
delivery of power in this growing market through the management
agreement with Kazakhmys and our remaining generation and
distribution businesses in Eastern Kazakhstan."

Ekibastuz, a coal-fired power plant with current available
capacity of approximately 2,250 MW, and the Maikuben coal mine
are both located in Northern Kazakhstan.  AES acquired its
initial interests in Ekibastuz and Maikuben in 1996 and 2001,
respectively. Since 1996, AES has invested in modernization
programs bringing into operation more than 2,000 MW of
generation capacity at Ekibastuz.

Kazakhmys has its corporate headquarters in London and
operations in Kazakhstan and Germany.

The AES Corporation (NYSE:AES) -- http://www.aes.com/-- is a
power company with operations in South America, Europe, Africa,
Asia and the Caribbean. The Company generates 44,000 megawatts
of electricity through 124 power facilities, and delivers
electricity through 15 distribution companies.

AES has been in Eastern Europe for over ten years, since it
acquired three power plants in Hungary in 1996. Currently, AES
has two distribution companies in Ukraine, which serve
1.2 million customers and generation plants in the Czech
Republic and Hungary. AES is also the leading company in biomass
conversion in Hungary, generating 37% of the nation's total
renewable generation in 2004. The company has Latin America
operations in Argentina, Brazil, Chile, Dominican Republic, El
Salvador and Panama.

AES's business group in Asia & Middle East is comprised of
electric utilities and generation plants in China, India,
Kazakhstan, Oman, Qatar, Pakistan and Sri Lanka. Fuels include
coal, diesel, hydro, gas and oil. AES has been in the region
since 1994, when it acquired the Cili generation plant in China.

                          *     *     *

The AES Corporation still carries Moody's Investors Service's
Corporate Family Rating and the senior unsecured rating assigned
at B1. The company also carries Fitch Ratings' 'BB/RR1' rating
on US$500 million issue of senior unsecured notes due 2017.

As reported in the Troubled Company Reporter-Latin America on
March 7, 2008, AES Corporation is in default under its senior
secured credit facility and its senior unsecured credit facility
due to a breach of representation related to its financial
statements as set forth in the credit agreements. As a result,
US$200 million of the debt under the company's senior secured
credit facility will be classified as current on the balance
sheet as of Dec. 31, 2007. There are no outstanding borrowings
under the senior unsecured facility.


AES CORP: Gets Consent to Amend Indenture on 8.75% Notes
--------------------------------------------------------
The AES Corporation disclosed that in connection with its tender
offer and consent solicitation, it has received the requisite
consents from the holders of a majority of its outstanding
8.75% Second Priority Senior Secured Notes due 2013 to adopt
certain proposed amendments to the indenture governing the
Secured Notes.

As of 5:00 p.m., New York City time on May 28, 2008,
US$341.2 million aggregate principal amount of Secured Notes
were tendered for purchase in the tender offer and the consent
solicitation and consents relating to US$314.4 million aggregate
principal amount of Secured Notes were delivered in the consent
solicitation without the related Secured Notes being tendered in
the tender offer.  As a result, the company received consents
representing US$655.6 million aggregate principal amount of
Secured Notes or representing approximately 87% of the total
outstanding principal amount of Secured Notes in the consent
solicitation.

The company and the trustee for the Secured Notes have entered
into a supplemental indenture in respect of the proposed
amendments which will eliminate many of the restrictive
covenants in the indenture governing the Secured Notes; however,
the proposed amendments will not become operative until the
company has paid the applicable consideration with respect to
the Secured Notes that have been validly tendered and accepted
for payment in accordance with the terms and conditions of the
tender offer and the company has paid the consent fee with
respect to all consents that have been validly delivered prior
to the Consent Time in accordance with the terms and conditions
of the consent solicitation.

In addition to the Secured Notes, as of the Early Tender or
Consent Time, the aggregate principal amount of these series of
the company's senior unsecured notes were validly tendered in
the tender offer: (i) US$312.8 million of 9.50% Senior Notes due
2009; (ii) US$207.2 million of 9.375% Senior Notes due 2010; and
(iii) US$175.2 million of 8.875% Senior Notes due 2011.

For each series of Notes, AES is offering to purchase, subject
to the Maximum Tender Cap of US$377,030,000 aggregate principal
amount for all Notes combined, an aggregate principal amount up
to the Series Tender Cap for such series of Notes.

The amount of each series of Notes that will be purchased in the
tender offer will be based on the Maximum Tender Cap, the Series
Tender Cap and the order of priority for such series of Notes.

   a) Title of Security: 8.75% Second Priority Senior Secured  
                         Notes due 2013
      CUSIP/ISIN Number: 00130HBA2/U0080RAF7
      Aggregate Principal Amount Outstanding: US$752,553,000   
      Series Tender Cap: US$377,030,000 less Untendered Note
                         Consents(1)
      Acceptance Priority Level: 1
      Tender Offer Consideration(2): US$1,020.00   
      Early Tender Premium(2): US$20
      Consent Fee(2): US$3.75(3)
      Total Consideration(2): US$1,043.75

   b) Title of Security: 9.50% Senior Notes due 2009  
      CUSIP/ISIN Number: 00130HAQ8  
      Aggregate Principal Amount Outstanding: US$467,308,000
      Series Tender Cap: US$240,000,000
      Acceptance Priority Level: 2
      Tender Offer Consideration(2): US$1,035.00
      Early Tender Premium(2): US$20  
      Consent Fee(2): N/A
      Total Consideration(2): US$1,055.00

   c) Title of Security: 9.375% Senior Notes due 2010
      CUSIP/ISIN Number: 00104CAA6
      Aggregate Principal Amount Outstanding: US$422,665,000  
      Series Tender Cap: US$180,000,000   
      Acceptance Priority Level: 3
      Tender Offer Consideration(2): US$1,057.50  
      Early Tender Premium(2): US$20  
      Consent Fee(2): N/A   
      Total Consideration(2): US$1,077.50

   d) Title of Security:  8.875% Senior Notes due 2011  
      CUSIP/ISIN Number: 00130HAU9   
      Aggregate Principal Amount Outstanding: US$306,805,000  
      Series Tender Cap: US$120,000,000  
      Acceptance Priority Level: 4
      Tender Offer Consideration(2): US$1,045.00   
      Early Tender Premium(2): US$20.00   
      Consent Fee(2): N/A   
      Total Consideration(2): US$1,065.00

(1) AES is offering to purchase up to US$377,030,000 aggregate
    principal amount of its Secured Notes less the aggregate
    principal amount of Secured Notes for which the holders have
    delivered a consent without tendering the related Secured
    Notes in the tender offer, such Consents being referred to
    herein as "Untendered Note Consents".

(2) Per US$1,000 principal amount of Notes.

(3) The consent fee will only be paid if the proposed amendments
    become operative.

Withdrawal rights of tendered Notes and revocation of consents
expired at the Early Tender/Consent Time.  The tender offer for
each series of Notes and the consent solicitation will expire at
12:00 midnight, New York City time, on June 11, 2008, unless
extended or earlier terminated, with settlement to occur
promptly thereafter.

Consummation of the tender offer for all series of Notes and the
consent solicitation is subject to the satisfaction or waiver of
certain conditions described more fully in the Offer to
Purchase, but the financing condition and the receipt of the
requisite consents to the proposed amendments described in the
Offer to Purchase have been satisfied.

AES reserves the right, in its sole discretion, to waive or
modify any one or more of the remaining conditions to the tender
offer and the consent solicitation, in whole or in part at any
time, or to terminate or amend the tender offer and consent
solicitation for any reason.

Citi and Lehman Brothers are the Dealer Managers for the tender
offer and the consent solicitation.  Global Bondholder Services
Corporation is acting as the Information Agent and the
Depositary.

Persons with questions regarding the tender offer or the consent
solicitation should contact Citi at 800-558-3745 (toll free) or
212-723-6106 (collect) and Lehman Brothers at 800-438-3242 (toll
free) or at 212-528-7581 (collect).

Requests for copies of Offer to Purchase and the Letter of
Transmittal may be directed to Global Bondholder Services
Corporation at (866) 873-7700 (toll free) or (212) 430-3774.

                      About AES Corporation

The AES Corporation (NYSE:AES) -- http://www.aes.com/-- is a
power company with operations in South America, Europe, Africa,
Asia and the Caribbean. The Company generates 44,000 megawatts
of electricity through 124 power facilities, and delivers
electricity through 15 distribution companies.

AES has been in Eastern Europe for over ten years, since it
acquired three power plants in Hungary in 1996. Currently, AES
has two distribution companies in Ukraine, which serve
1.2 million customers and generation plants in the Czech
Republic and Hungary. AES is also the leading company in biomass
conversion in Hungary, generating 37% of the nation's total
renewable generation in 2004. The company has Latin America
operations in Argentina, Brazil, Chile, Dominican Republic, El
Salvador and Panama.

AES's business group in Asia & Middle East is comprised of
electric utilities and generation plants in China, India,
Kazakhstan, Oman, Qatar, Pakistan and Sri Lanka. Fuels include
coal, diesel, hydro, gas and oil. AES has been in the region
since 1994, when it acquired the Cili generation plant in China.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America
May 16, 2008, Moody's Investors Service assigned a B1 rating to
The AES Corporation's proposed issuance ofUS$600 million senior
unsecured notes due 2020.  In addition, Moody's has affirmed the
ratings of AES, including the company's Corporate Family Rating
at B1, its Probability of Default Rating at B1, its senior
secured credit facilities at Ba1, its second priority senior
secured notes at Ba3, its senior unsecured notes at B1 and its
trust preferred securities at B3.  Moody's said the rating
outlook for AES is stable.

The company also carries Fitch Ratings' 'BB/RR1' rating
on US$500 million issue of senior unsecured notes due 2017.

As reported in the Troubled Company Reporter-Latin America on
March 7, 2008, AES Corporation is in default under its senior
secured credit facility and its senior unsecured credit facility
due to a breach of representation related to its financial
statements as set forth in the credit agreements. As a result,
US$200 million of the debt under the company's senior secured
credit facility will be classified as current on the balance
sheet as of Dec. 31, 2007. There are no outstanding borrowings
under the senior unsecured facility.



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

BANCOLOMBIA SA: Vice President Sells Share Portfolio For COP18MM
----------------------------------------------------------------
In accordance with internal procedures, Bancolombia S.A.
Administrative Vice President, Augusto Restrepo Gomez gives
notice to Fiduciaria Helm Trust S.A. for the sale of Mr. Gomez's
units in a share portfolio (Cartera Colectiva con Pacto de
Permanencia Acciones Sistema Valor Agregado) managed by
Bancolombia.  The units have an approximate value of
COP18 million (approximately US$10,251).  The units represent
shares of Bancolombia, which are part of the variable
compensation of the bank's employees.

Bancolombia S.A. 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.



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

ALCATEL-LUCENT: OKs Reduction of Directors Needed to Oust CEO
-------------------------------------------------------------
Dow Jones Newswires reports that Alcatel-Lucent SA's
shareholders have approved during its second annual general
meeting a resolution that reduces the size of the majority of
the board of directors needed to remove the firm's chairperson
or chief executive officer.

According to Dow Jones, the new measure allows a "simple
majority" of directors, instead of the two-thirds majority, to
remove or appoint the chairperson or CEO.

Dow Jones notes that the shareholders favored a proposal to
connect Alcatel-Lucent's Chief Executive Officer Patricia
Russo's severance package to the firm's performance.  The
severance package was approved during the 2007 annual general
meeting.  Ms. Russo's severance package includes "two years of
total salary -- both fixed and variable elements -- and the
accelerated acquisition of stock options".

Headquartered in Paris, France, Alcatel-Lucent S.A. --
http://www.alcatel-lucent.com/-- provides solutions that enable
service providers, enterprises and governments worldwide to
deliver voice, data and video communication services to end
users.

Alcatel-Lucent maintains operations in 130 countries, including,
Austria, Germany, Hungary, Italy, Netherlands, Ireland, Canada,
United States, Costa Rica, Dominican Republic, El Salvador,
Guatemala, Peru, Venezuela, Indonesia, Australia, Brunei and
Cambodia.

                          *     *     *

As reported in the TCR-Europe on April 4, 2008, Moody's
Investors Service affirmed the ratings for Alcatel-Lucent, which
include a Ba3 corporate family rating for Alcatel-Lucent and a
Not-Prime for its short term debt, as well as Ba3 ratings for
senior and B2 ratings for subordinated debt that was issued
originally by the predecessor companies Alcatel S.A. and Lucent
Technologies, Inc.  Moody's said the outlook for the ratings is
Negative.

Alcatel-Lucent's Long-Term Corporate Credit rating and Senior
Unsecured Debt carry Standard & Poor's Ratings Services' BB
rating.  Its Short-Term Corporate Credit rating stands at B.


ALCATEL-LUCENT: To Lay Off More Employees Under Merger
------------------------------------------------------
An undisclosed number of Alcatel-Lucent employees were laid off
on May 29 as part of Lucent Technologies Inc. merger with French
company Alcatel, Naperville Sun reports.

The report cites Denise Panyik-Dale, a company spokesperson as
saying: "As a background, it wasn't a large amount.  We
generally don't give out numbers."

The report adds that the 2006 Lucent-Alcatel merger agreement
included the combination of the companies' productions, 88,000
employees and phone customers.  The company disclosed that as
part of the restructuring, 16,500 employees will be laid off
across the country, the report relates.  

About 2,000 of the Lucent employees had left the company's Lisle
office to work across the street in Naperville, the report says.  
The move will consolidate 4,100 employees and contractors in the
Naperville office, Naperville Sun says.

                     About Alcatel-Lucent
  
Headquartered in Paris, France, Alcatel-Lucent S.A. --
http://www.alcatel-lucent.com/-- provides solutions that enable
service providers, enterprises and governments worldwide to
deliver voice, data and video communication services to end
users.

Alcatel-Lucent maintains operations in 130 countries, including,
Austria, Germany, Hungary, Italy, Netherlands, Ireland, Canada,
United States, Costa Rica, Dominican Republic, El Salvador,
Guatemala, Peru, Venezuela, Indonesia, Australia, Brunei and
Cambodia.

                           *     *     *

Moody's Investor Service placed Alcatel-Lucent's probability of
default rating at 'Ba2' in March 2007.  The rating still holds
to date with a stable outlook.

Alcatel-Lucent's Long-Term Corporate Credit rating and Senior
Unsecured Debt carry Standard & Poor's Ratings Services' BB
rating.  Its Short-Term Corporate Credit rating stands at B.



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

AMERICAN AIRLINES: Cuts Flights to Dominican Republic
-----------------------------------------------------
DR1 Newsletter reports that American Airlines Inc. has cut its
flights to the Dominican Republic.

According to DR1, American Airlines cut its flights to Cibao
International Airport in Santiago to two from five.  It has also
stopped flights to Samana Airport.  The flight reductions are
part of measures to compensate for the increase in fuel prices.

The problem could be solved if the Dominican government bring
down taxes on fares, Aeropuerto Cibao's President Felix Garcia
told DR1.  Every DOP100 in fares, 40 are taxes, including 30 for
the Dominican government and 10 for the U.S. government, Mr.
Garcia added.

Based in Fort Worth, Texas, American Airlines Inc., a wholly
owned subsidiary of AMR Corp., operates the largest scheduled
passenger airline in the world with service throughout North
America, the Caribbean, Latin America, Europe and Asia.  The
airline flies to Belgium, Brazil, and Japan.

                        *    *    *

As reported in the Troubled Company Reporter-Latin America on
April 17, 2008, Fitch Ratings has affirmed AMR Corp.'s Issuer
default rating at 'B-' and Senior unsecured debt at 'CCC/RR6' as
well as its principal operating subsidiary, American Airlines,
Inc.'s Issuer default rating at 'B-' and Secured bank credit
facility at 'BB-/RR1'.  Fitch's rating outlook for both AMR
Corp. and American Airlines has been revised to stable from
positive.

As reported in the Troubled Company Reporter-Latin America on
March 26, 2008, Standard & Poor's Ratings Services revised its
outlook on the  long-term ratings on AMR Corp. (B/Negative/B-3)
and subsidiary American Airlines Inc. (B/Negative/--) to
negative from positive.  S&P also lowered its short-term rating
on AMR to 'B- 3' from 'B-2' and affirmed all other ratings on
AMR and American.



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

CASH PLUS: Investors Want to Remove K. Bandoian as Receiver
-----------------------------------------------------------
Radio Jamaica reports that Cash Plus Limited's investors want to
remove Kevin Bandoian as receiver/manager for the firm.

According to Radio Jamaica, Mr. Bandoian assumed responsibility
for Cash Plus almost two months ago.  The investors claimed Mr.
Bandoian was illegally given authority over the firm's assets
and complained they were "being left in the dark" on what is
happening at Cash Plus.  

"If you take over a situation whereby you become the
receiver/manager for any entity, then the first thing I think
you should do is respect the position and call a meeting with
all the parties involved, that means the clients, the creditors
and let them know who you are, what you'll be doing, whether
you're acting on their behalf or not.  The Receiver/Manger has
disrespected (Cash Plus') clients and creditors completely," Mr.
Smith told Radio Jamaica.       

Radio Jamaica notes that the investors agreed during a special
meeting in Kingston last Saturday to take action on the matter.  
The investors will begin the process in another two weeks, after
June 12 when Cash Plus' President Carlos Hill faces the court,
newly formed group "Friends of Cash Plus" Chairperson Birton
Smith said.

Cash Plus Limited is an investment club in Jamaica. It
collapsed in 2007 after the Financial Services Commission moved
to regulate its operations. The company is a financial arm of
the Cash Plus Group of Companies, a business conglomerate
established in 2002 by mortgage banker Carlos Hill. The company
offers its participants the opportunity to participate in the
group's ventures which include mergers and numerous
acquisitions.

In April this year, the Supreme Court of Jamaica placed Cash
Plus into receivership. Cash Plus admitted that it wouldn't be
able to pay its lenders until April 14. The firm has 40,000
lenders with loans totaling J$4 billion. Cash Plus was unable
to repay its investors. The Financial Services Commission said
it was informed by the attorney acting on behalf of Cash Plus
that the investment club lacked the funds to start the repayment
of the principal and interest owing to its investors.
PricewaterhouseCoopers' accountant Kevin Bandoian was appointed
as joint receiver-manager for Cash Plus.


SUGAR CO: Minister Assures Workers' Protection After Divestment
---------------------------------------------------------------
Radio Jamaica reports that Jamaica's Agriculture Minister
Christopher Tufton has assured unions that entitlements due to
workers employed by the Sugar Company of Jamaica Limited's
factories will be protected after the entities are divested.

Radio Jamaica relates that Minister Tufton met with trade union
officials last week.

As reported in the Troubled Company Reporter-Latin America on
May 29, 2008, The Bustamante Industrial Trade Union, the
National Workers Union, and the University and Allied Workers
Union were set to meet with Minister Tufton to discuss the
divestment of the Sugar Company's factories.  The unions wanted
to be updated on the Sugar Company's divestment process.  The
unions also wanted to discuss what will happen to the firm's
employees.

The National Workers's President Vincent Morrison told Radio
Jamaica that Minister Tufton gave them a basic outline of how
the divestment will be conducted.  According to Mr. Morrison,
Minister Tufton explained the process that is taking place
between the government and the sole bidder for the Sugar Company
operations.  

The minister also discussed plans for displaced workers, Radio
Jamaica says, citing Mr. Morrison.  "There is a plan that we
will be putting in place in terms of the timeline, redundancy
monies that will be paid to the workers, and the question of
training and retraining of those workers who will be affected by
the sale," Mr. Morrison added.

The Sugar Company of Jamaica Limited a.k.a. SCJ was formed in
November 1993 by a consortium made up of J. Wray & Nephew
Limited, Manufacturers Investments Limited and Booker Tate
Limited.  The three companies each held 17% equity in SCJ, with
the remaining 49% being held by the government of Jamaica.  In
1998, the government became the sole shareholder of SCJ by
acquiring the interests of the members of the consortium. Its
stated goal was to maximise efficiency, productivity and
profitability of the three sugar factories, within three years.
The principal activities of the company are the cultivation of
cane and the manufacture and sale of sugar and molasses.

The Sugar Company of Jamaica Limited registered a net loss of
almost US$1.1 billion for the financial year ended Sept. 30,
2005, 80% higher than the US$600 million reported in the
previous financial year.  Sugar Company blamed its financial
deterioration to the reduction in sugar cane production.
According to published reports, the Jamaican government has
taken responsibility for the payment of the firm's debts.  Radio
Jamaica has said that to date, the five sugar factories have
incurred J$3 billion in debts.  The government is now selling
the factories.



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

ALESTRA: Swings to MXN83 Mil. Net Income in Qtr. Ended March 31
---------------------------------------------------------------
In the three-month period ended March 31, 2008, Alestra, S. de
R.L. de C.V., and its subsidiary, Servicios Alestra, S.A.,
recorded a net income of MXN82.9 million compared to a net loss
of MXN26.2 million during the same period of 2007.  Alestra
attributed the turn around to higher operating income, coupled
with a lower comprehensive financial loss as a result of an
exchange gain and lower interest expense.

Consolidated revenues for the quarter ended March 31, 2008,
totaled MXN1,136.6 million, a 6.9% decrease from the
MXN1,220.8 million generated in the same period of 2007.  
According to the company, the decrease was the result of lower
revenues from international long distance services.  The
decrease in international long distance revenues, however, was
partially offset by a 11.7% increase in revenues from non-long
distance services.

Cost of services decreased 17.6%, or MXN93.2 million, to
MXN437.0 million in 1Q 2008, from MXN530.1 million recorded
during the same three-month period in 2007.  Gross profit
increased 1.3%, or MXN8.9 million, to MXN699.6 million from
MXN690.7 million in the same period in 2007.

Because of lower indebtedness, interest expense decreased 23.8%,
to MXN66.7 million in the three-month period ended March 31,
2008, from MXN87.5 million in the same period of the previous
year.  Interest income decreased to MXN5.1 million from MXN12.2
million recorded in the comparable period of 2007.

Exchange gain for the three-month period ended March 31, 2008
was MXN42.2 million compared to an exchange loss of
MXN50.2 million recorded during the same period of 2007.

As of March 31, 2007, December 31, 2007 and March 31, 2008 we
had MXN476.2 million, MXN283.1 million and MXN304.8 million of
unrestricted cash available, respectively, the company points
out.  The company said that the decrease in unrestricted cash
balance is due to these factors:

   * Corresponding principal amortization of senior notes due
     2010 for US$16.7 million on July 2, 2007, and
     US$16.7 million on December 31, 2007;

   * Principal amortization of bank facility, in the amount
     of US$3.8 million on each of Feb. 1, 2007, May 2, 2007,
     Aug. 2, 2007, Nov. 5, 2007, and on Feb. 5, 2008.

   * Temporary investment in senior notes due 2010, from
     US$1.4 million at Dec. 31, 2006, to US$14.9 million at
     March 31, 2008.

   * A pending payment for administrative fees from previous
     years in an amount of US$21 million to Onexa and AT&T.

Incorporated in October 1995, Alestra, S. de R.L. de C.V.
http://www.alestra.com.mxis a limited liability variable   
capital company organized under the laws of Mexico for a term of
99 years.  Headquartered in San Pedro Garza García, N.L. 66260,
Mexico, the company provides telecommunications services in
Mexico that it markets under the Alestra brand and carry on its
own network.  Alestra offers domestic and international long
distance services, data and  Internet services and local
services.   It is owned 49% by AT&T Mexico, a wholly owned
subsidiary of AT&T Inc., and 51% by Onexa, a corporation owned
by Alfa S.A.B. de C.V.  

                        *     *     *

As reported by the Troubled Company Reporter-Latin America on
Oct. 5, 2007,  Moody's Investors Service upgraded Alestra S. de
R.L. de C.V.'s issuer rating and corporate family rating to B2
from Ca.  The ratings are not assigned to any specific debt
issue.  Prompting the upgrade are improvements in the company's
financial profile.  Leverage has been reduced to 2.8 times debt
to EBITDA and funds from operations interest coverage was 4.4
times for the 12 months ending June 2007.


ASARCO LLC: AMC and Grupo Mexico Cry Foul on Fraud Accusations
--------------------------------------------------------------
Americas Mining Corporation and Grupo Mexico S.A.B. de C.V.
denies accusations coming from ASARCO LLC and its debtor-
affiliates alleging that the two companies, in order to render
unobtainable to ASARCO's creditors the real value of ASARCO's
ownership interest in Southern Copper Corporation, sold that
interest at a discount.

       Transfer of SPCC Shares is Avoidable, ASARCO Insists

G. Irvin Terrell, Esq., at Baker Botts, L.L.P., in Houston,
Texas, on behalf of ASARCO LLC, asserted that under the Delaware
Uniform Fraudulent Transfer Act, the transfer of ASARCO's 54.2%
ownership interest in Southern Copper is avoidable if in
planning, directing, carrying out the transfer, Americas Mining
and Grupo Mexico intended to "hinder, delay, or defraud" any of
ASARCO's creditors.

ASARCO argued before the Honorable Mark Hanen of the U.S.
District Court for the Southern District of Texas in a public
trial that Americas Mining and Grupo Mexico forced it to sell
its ownership interest in SPCC at a discount so its value will
not be used to pay the billions of dollars in environmental and
asbestos claims.  

ASARCO is seeking to recover more than US$10,500,000,000, from
Americas Mining and Grupo Mexico in the form of the return of
its SPCC Shares and US$1,700,000,000 in dividends Americas
Mining has collected from SPCC.  As of May 19, 2008, shares of
SPCC Common Stock trades at US$116.35 per share.  About
294,465,650 shares of SPCC common stock remain outstanding as of
Jan. 31, 2008.

According to Mr. Terrell, recoveries from the lawsuit will be
used to fund ASARCO's environmental clean-up responsibilities,
the Associated Press reported.  As of January 2007, ASARCO is
plagued by more than US$6,000,000,000 in environmental claims.

A full-text copy of ASARCO's trial brief is available at no
charge at http://researcharchives.com/t/s?2d02

               Americas Mining Denies Accusations

Americas Mining and Grupo Mexico deny ASARCO's accusations.  On
behalf of Americas Mining and Grupo Mexico, Brian Antweil, Esq.,
at Milbank, Tweed, Hadley & McCloy LLP, in New York, tells Judge
Hanen that ASARCO's financial troubles, which led it to
bankruptcy, stemmed from a labor strike, rising operating costs,
and depressed copper prices.

Americas Mining and Grupo Mexico also assert that ASARCO does
not have a stand to bring the fraudulent transfer lawsuit on
behalf of its creditors.  Mr. Antweil notes that neither ASARCO
nor its creditors commenced litigation to avoid the initial
transfer of the SPCC Shares in 1999 by Southern Peru Holdings
Corporation within the applicable limitations period.  By
failing to challenge the transfer, ASARCO's creditors
effectively divested themselves of the fraudulent transfer
claim, he argues.  Under the applicable Delaware law, ASARCO
cannot prevail on its alter ego claim and therefore has no
standing to pursue the fraudulent transfer claims, Mr. Antweil
maintains.  

According to the Associated Press, Mr. Antweil told Judge Hanen
that German Larrea, owner of Grupo Mexico, is "a businessman
struggling through a downturn in copper prices" and that his
"biggest mistake in life was allowing ASARCO to file for
bankruptcy."  ASARCO sold its SPCC Shares to Americas Mining and
Grupo Mexico because it was desperate for cash, The Dallas News
quoted Mr. Antweil.

                          About ASARCO

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

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

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

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

ASARCO and its debtor affiliates are scheduled to file a plan of
reorganization on June 10, 2008.  (ASARCO Bankruptcy News, Issue
No. 72; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


BHM TECHNOLOGIES: Asks Court to Fix July 31 As Claims Bar Date
--------------------------------------------------------------
BHM Technologies Holdings, Inc., and its debtor-subsidiaries ask
the United States Bankruptcy Court for the Western District of
Michigan to:

   (a) fix July 31, 2008, at 5:00 p.m., as the general bar date
       within which proofs of claim against them must be filed;

   (b) fix November 17, 2008, as the governmental unit bar date
       within which all governmental units must file proofs of
       claim against them; and

   (c) approve proposed procedures for the filing of proofs of
       claim.

Rule 3003(c)(3) of the Federal Rules of Bankruptcy Procedure
provides that the court will fix the time within which proofs of
claim must be filed in a Chapter 11 case pursuant to Section
501(a) of the Bankruptcy Code.  Bankruptcy Rule 3003(c)(2)
provides that any creditor whose claim is not scheduled or is
scheduled as disputed, contingent, or unliquidated must file a
proof of claim.

The Debtors propose that governmental units which assert
prepetition claims against them be required to file proofs of
claim on or before Governmental Claims Bar Date and other
prepetition claimants on or before the General Bar Date.

The Debtors' proposed counsel, Robert S. Hertzberg, Esq., at
Pepper Hamilton LLP, in Detroit, Michigan, specifies that the
parties required to file proofs of claim against the Debtors
are:

   (a) any person or entity holding a claim under Section
       503(b)(9);

   (b) any person or entity whose claim is listed on the
       Debtors'schedules of assets and liabilities as
       "disputed," "contingent," or "unliquidated" and that
       wants to share in any distribution or vote on any plan of
       reorganization or liquidation in the Chapter 11 cases;

   (c) any person or entity that believes its claim is
       improperly classified in the Schedules or listed in an
       incorrect amount in the Schedules and that wants to have
       its claim allowed in a classification or amount other
       than stated in the Schedules; and

   (d) any person or entity whose claim against a Debtor is not
       listed in the applicable Debtor's Schedules.

                        Filing Procedures

Mr. Hertzberg said the proposed Filing Procedures provides that:

   (a) the original proof of claim must be delivered by first-
       class mail, overnight delivery, or hand delivery to:

               BHM Technologies Claims Processing
               c/o Kurtzman Carson Consultants LLC
               2335 Alaska Avenue
               El Segundo, CA 90245

   (b) proofs of claim must conform substantially to the
       customized proof of claim;

   (c) proofs of claim will only be deemed timely filed if
       actually received by the Debtors' claims agent, Kurtzman
       Carson Consultants LLC, on or before the Bar Date;

   (d) proofs of claim sent by facsimile, telecopy, or
       electronic mail will not be accepted or deemed filed;

   (e) a claimant who wishes to receive acknowledgment of
       receipt of its proof of claim by the Claims Agent must
       also submit by the applicable Bar Date, concurrently with
       its original proof of claim an additional copy of its
       proof of claim and a self-addressed, postage prepaid
       return envelope;

   (f) proofs of claim must be (i) signed by the claimant;
       (ii) include supporting documentation; (iii) be in the
       English language; and (iv) be denominated in United
       States currency;

   (g) any holder of more than one claim must file a separate
       proof of claim with respect to each claim;

   (h) any holder of a claim against more than one Debtor must
       file a separate proof of claim with respect to each
       Debtor; and

   (i) all holders of claims must identify on their proofs of
       claim the specific Debtor against which their claim is
       asserted and the case number of that Debtor's bankruptcy
       case.

                        Excluded Claims  

The Debtors ask to exclude these parties from filing proofs of
claims:

   (1) any person or entity that has already filed a proof of
       claim against the Debtors with the Bankruptcy Clerk or
       the Claims Agent;

   (2) any person or entity (i) whose claim is listed on the
       Schedules, (ii) whose claim is not listed as "disputed,"
       "contingent," or "unliquidated," and (iii) which agrees
       with the classification, amount and nature of its claim
       as stated in the Schedules, and (iv) that does not
       dispute that the claim is an obligation of the specific
       Debtor(s) as states in the Schedules;

   (c) any holder of a claim that has been allowed by an order
       of the Court;

   (d) any person or entity whose claim has been paid in full by
       any of the Debtors or any other party;

   (e) any claimant making a claim under that First Lien Credit
     As corporate counsel, the firm will represent the Debtors
     in connection with the Chapter 11 cases on matters which
     due to Varnum's long-standing relationship with the Debtors
     and institutional knowledge of the Debtors are efficiently
     handled by Varnum.  The Debtors also seek to employ Varnum
     as their conflicts counsel to handle matters that cannot be
     handled by Pepper Hamilton LLP, their general bankruptcy
     counsel, because of conflicts of interest.

Varnum began representing The Brown Corporation of America, a
predecessor to BHM Technologies Holdings, Inc. in 1992.  Varnum
continued to represent The Brown Corporation of America
following its merger with Midwest Stamping and Manufacturing Co.
in 2005 and the sale to BHM Technologies Holdings, Inc. in 2006,
immediately following the affiliation of Morton Welding
Holdings, Inc., Heckethorn Holdings, Inc. and The Brown
Corporation of America into BHM Technologies, LLC.  Varnum's
services over the years have included general corporate,
commercial, labor, employee benefits, environmental, and
litigation.  Varnum is intimately familiar with the complex
legal issues that have arisen and are likely to arise in
connection with the Debtor's corporate structure, their
strategic and transactional goals and their ongoing business
operations.

The Debtors believe that both the interruption and the
duplicative cost involved in obtaining substitute counsel to
replace Varnum's unique role at this juncture would be extremely
harmful to them and their estates.  As such, the Debtors submit
that Varnum is well qualified and uniquely able to represent
them in the Reorganization Cases in a most efficient and timely
manner.  

Varnum will:

   (a) provide legal advice to the Debtors with respect to
       their rights, powers and duties as debtors-in-possession
       in the continued operation of their business and
       management of their properties, including, but not
       limited to, general corporate matters, commercial
       matters, pending litigation, labor and employee benefit
       plans and environmental matters;

   (b) take all necessary action to protect and preserve the
       Debtors' estates in the event that Pepper Hamilton has a
       conflict, including the prosecution of actions on the
       Debtors' behalf, the defense of any actions commenced   
       against the Debtors, the negotiation of disputes in which
       the Debtors are involved, and the preparation of
       objections to claims filed against the Debtors' estates;

   (c) prepare necessary applications, motions, answers,
       orders, reports and other legal papers on behalf of the
       Debtors;
   
   (d) appear in Court and to protect the interests of the
       Debtors before the Court; and

   (e) perform all other legal services for the Debtors which
       may be necessary and proper in this proceeding.

Varnum services will complement, and not duplicate, the services
to be rendered by Pepper Hamilton.  The Debtors are very mindful
of the need to avoid duplication of services, and appropriate
procedures will be implemented to ensure that there is no
duplication.

Varnum's professionals will be paid on an hourly basis and will
seek reimbursement of actual, necessary expenses and other
charges incurred.
The Debtors also request that any proof of claim with respect to
the amended or added claim be filed by the later of (i) 20 days
from the date the notice is provided or (ii) the General Bar
Date, which will be the bar date with respect to any claim
affected by the amendment of the Schedules.

              Executory Contract and Unexpired
                  Lease Rejection Claims

The Debtors propose that any proof of claim with respect to a
claim arising solely from the rejection of an unexpired lease or
executory contract of a Debtor, be required to be filed by the
later of (a) the Bar Date; (b) 30 days following the date
of any order of the Court authorizing the Debtor to reject the
the unexpired lease or executory contract, or (c) the date set
by any other order of the Court.

                    Failure to File Claims

The Debtors propose that any holder of a claim who fails to file
a timely claim will:

   (a) be forever barred, estopped, and permanently enjoined
       from asserting any claim against the Debtors and their
       successors and their properties, and the Debtors will be
       forever discharged from any and all indebtedness or
       liability with respect to that claim;

   (b) not be treated as a creditor with respect to the claim
       for purposes of voting and distribution under any plan of
       reorganization or liquidation filed in the Debtors'
       Chapter 11 cases; and

   (c) not be entitled to receive further notices regarding the
       claim.

                      Proof of Claim Form

The Debtors request the Court to approve the customized claim
form that is substantially similar to Official Form 10, but
includes additional spaces for creditors to indicate that they
are holders of claims against the Debtors.

The Debtors believe that sending the customized claim forms to
all creditors will eliminate the need for creditors to file
numerous motions or requests for payment of claims on the
Court's docket, and will reduce the administrative burden on the
Court.

                       Notice of Bar Date

The Debtors propose that within 14 days after the Court's
approval of the Bar Date Request, they will send the Bar Date
Notice, to:

   (a) all persons and entities that have requested notice of
       the Debtors bankruptcy proceedings;

   (b) all persons or entities that have filed proofs of claim
       against the Debtors;

   (c) all known creditors, including all Persons or Entities
       listed in the Schedules as holding claims against the
       Debtors;

   (d) counsel to any official committees appointed in the
       Debtors' Chapter 11 cases;

   (e) all persons and entities listed on the Schedules as being
       a party to an executory contract or unexpired lease with
       any of the Debtors;

   (f) all parties to litigation with any of the Debtors under
       the Schedules;

   (g) counsel to the Debtors' prepetition and postpetition
       lenders;

  (h) all equity security holders; and

   (i) the Internal Revenue Service.

        Debtors Reserve Right to Object to Claims

The Debtors reserve the right to object to any claim, whether
asserted in a proof of claim or scheduled, on any grounds.
Moreover, the Debtors reserve the right to dispute, or to assert
offsets or defenses to, any claim reflected on the Schedules, as
to amount, liability, classification, or otherwise and to
subsequently designate any claim as disputed, contingent,
unliquidated, or undetermined.

Headquartered in Ionia, Michigan, BHM Technologies Holdings
Inc. -- http://www.browncorp.com/-- manufactures and sells    
automobile parts including air bags and electrical systems.  It
has manufacturing facilites in Mexico and operates under Brown  
Corp.

BHM Technologies Holdings, Inc. and 14 affiliates filed separate
voluntary petitions under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
Western District of Michigan on May 19, 2008 (Lead Case No. 08-
04413).  Hannah Mufson McCollum, Esq., Kay Standridge Kress,
Esq., Robert S. Hertzberg, Esq., and Leon R. Barson, Esq. of
Pepper Hamilton, LLP represent the Debtors in their
restructuring efforts.  When the Company filed for bankruptcy,
it listed estimated assets and debts to be both between
US$100 million and US$500 million.

(BHM Technologies Bankruptcy News, Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


BHM TECHNOLOGIES: Gets Court OK to Hire Kurtzman as Claims Agent
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Michigan
authorized BHM Technologies Holdings, Inc., and its debtor-
subsidiaries to employ Kurtzman Carson Consultants LLC as  
notice, claims and solicitation agent on an interim basis in
their Chapter 11 cases.

As notice, claims processing, and ballot administration agent,
Kurtzman Carson will:

   (a) prepare and serve required notices in the Debtors'
       Chapter 11 cases, including (i) a notice of the
       commencement of their Chapter 11 cases and the initial
       meeting of creditors under Section 341(a) of the
       Bankruptcy Code; (ii) notices of objections to claims if
       necessary; (iii) notices of any hearings on a disclosure
       statement and confirmation of a plan or plans of
       reorganization; and (iv) other miscellaneous notices as
       the Debtors or the Court may deem necessary or
       appropriate for an orderly administration of their
       Chapter 11 cases;

   (b) file with the office of the Bankruptcy Clerk a
       certificate or affidavit of service that includes (i) an
       alphabetical list of persons on whom the notice was
       served, along with their addresses, and (ii) the date and
       manner of service;

   (c) maintain copies of all proofs of claim and proofs of
       interest filed in the Debtors' Chapter 11 cases;

   (d) maintain official claims registers in the Debtors'
       Chapter 11 cases by docketing all proofs of claim and
       proofs of interest in a claims database that includes (i)
       the name and address of the claimant or interest holder
       and any agent, if the proof of claim or proof of interest
       was filed by an agent; (ii) the date the proof of claim
       or proof of interest was received; (iii) the claim number
       assigned to the proof of claim or proof of interest; and
       (iv) the asserted amount and classification of the claim;

   (e) implement necessary security measures to ensure the
       completeness and integrity of the claims registers;

   (f) transmit to the Clerk's Office a copy of the claims
       registers on a weekly basis unless requested more or less
       frequently by the Clerk's Office;

   (g) maintain an up-to-date mailing list for all entities
       that filed proofs of claim or proofs of interest and
       making the list available upon request to the Clerk's
       Office or any party-in-interest;

   (h) provide access to the public for examination of copies of
       the proofs of claim or proofs of interest filed in the
       Debtors' Chapter 11 cases without charge during regular
       business hours;

   (i) record all transfers of claims pursuant to Rule 3001(e)
       of the Federal Rules of Bankruptcy Procedure and, if
       directed to do so by the Court, provide notice of those
       transfers;

   (j) comply with applicable federal, state, municipal, and
       local statutes, ordinances, rules, regulations, orders,
       and other requirements;

   (k) provide temporary employees to process claims;

   (l) comply promptly with conditions and requirements as the
       Clerk's office or the Court may at any time prescribe;

   (m) provide other claims processing, noticing, balloting, and
       related administrative services as may be requested from
       time to time by the Debtors; and

   (n) provide balloting services, including:

          -- printing of ballots, including the printing of
             creditor and shareholder specific ballots;

          -- prepare voting reports by plan class, creditor, or
             shareholder and amount for review and approval by
             the client and its counsel;

          -- coordinate the mailing of ballots, disclosure
             statement, and plan of reorganization to all voting
             and non-voting parties and provide affidavit of
             service;

          -- establish a toll-free "800" number to receive
             questions regarding voting on the plan; and   

          -- receive ballots, inspecting ballots for conformity
             to voting procedures, date stamping and numbering
             ballots consecutively, and tabulating and
             certifying voting results.

Headquartered in Ionia, Michigan, BHM Technologies Holdings
Inc. -- http://www.browncorp.com/-- manufactures and sells    
automobile parts including air bags and electrical systems.  It
has manufacturing facilites in Mexico and operates under Brown  
Corp.

BHM Technologies Holdings, Inc. and 14 affiliates filed separate
voluntary petitions under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
Western District of Michigan on May 19, 2008 (Lead Case No. 08-
04413).  Hannah Mufson McCollum, Esq., Kay Standridge Kress,
Esq., Robert S. Hertzberg, Esq., and Leon R. Barson, Esq. of
Pepper Hamilton, LLP represent the Debtors in their
restructuring efforts.  When the Company filed for bankruptcy,
it listed estimated assets and debts to be both between
US$100 million and US$500 million.

(BHM Technologies Bankruptcy News, Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


BHM TECHNOLOGIES: Wants to Hire Rothschild as Investment Bankers
----------------------------------------------------------------
BHM Technologies Holdings, Inc., and its debtor-subsidiaries
seek the United States Bankruptcy Court for the Western District
of Michigan's authority to employ Rothschild Inc., as their
investment bankers and financial advisors.

Ray VanderKooi, chief financial officer of the Debtors, says
Rothschild has extensive expertise experience working with
financially troubled companies from a variety of industries in
complex financial restructurings, both out-of-court and in
Chapter 11 cases and have served as financial and strategic
advisors in numerous Chapter 11 cases.  He adds that Rothschild
has rendered prepetition services to the Debtors and thus is
familiar with the Debtors' financial affairs, debt structure,
operations and related matters.

As investment bankers and financial advisors, Rothschild will:

   a. to the extent deemed desirable by the Debtors, identify
      and initiate potential transactions;

   b. to the extent Rothschild deems necessary, appropriate and
      feasible, or as the Debtors may request, review and
      analyze the Debtors' assets and the operating and
      financial strategies of the Debtors;

   c. review and analyze the business plans and financial
      projections prepared by the Debtors including, but not
      limited to, testing assumptions and comparing those
      assumptions to historical Debtor and industry trends;

   d. evaluate the Debtors' debt capacity in light of its
      projected cash flows and assist in the determination of an
      appropriate capital structure for the Debtors;

   e. assist the Debtors and their other professionals in
      reviewing the terms of any proposed Transaction or other
      transaction, in responding thereto and, if directed, in
      evaluating alternative proposals for a transaction;

   f. determine a range of values for the Debtors and any
      securities that the Debtors offer or propose to offer in
      connection with a transaction;

   g. advise the Debtors on the risks and benefits of
      considering the transaction with respect to the Debtors'
      intermediate and long-term business prospects and
      strategic alternatives to maximize the business enterprise
      value of the Debtors;

   h. review and analyze any proposals the Debtors receive from
      third parties in connection with a transaction or other
      transaction;

   i. assist or participate in negotiations with the parties-in-
      interest, including, without limitation, any current or
      prospective creditors of, holders of equity in, or
      claimants against the Debtors and their representatives in
      connection with a transaction;

   j. advise and attend meetings of the Debtors' Boards of
      Directors, security holders, creditor groups, official
      constituencies and other interested parties, as necessary;

   k. if requested by the Debtors, participate in hearings
      before the Bankruptcy Court in which such cases are
      commenced and provide relevant testimony with respect to
      the matters described herein and issues arising in
      connection with any proposed plan of reorganization; and

   l. render other financial advisory and investment banking
      services as may be agreed upon by Rothschild and the
      Debtors in connection with any of their Chapter 11 cases.

The Debtors will pay Rothschild pursuant to this fee structure:

   -- A monthly fee of US$150,000 per month, payable in advance
      on the first day of each month.

   -- An amendment fee of US$1,000,000 payable on the closing of
      any amendment after January 21, 2008, provided, that only
      one amendment fee will be payable.

   -- A fee with respect to any New Capital Raise equal to (i)
      1.5% of the face amount of any senior secured debt raised;
      (ii) 3.0% of the face amount of any junior secured debt
      raised; (iii) 4.0% of the face amount of any unsecured
      debt raised; and (iv) 6.0% of any equity or hybrid capital
      raised.

   -- In the event the Debtors have commenced Chapter 11 cases
      on or before the date on which the Transaction closes or
      is consummated, as applicable, a fee of US$3,025,000,
      payable in cash on the confirmation and effectiveness of a
      plan or closing of any transaction, whether pursuant to
      Section 363 of the Bankruptcy Code or otherwise.

   -- In the event the Debtors have not commenced Chapter 11
      cases prior to the date on which the transaction closes or
      is consummated, as applicable, a fee of US$2,025,000,
      payable in cash upon the consummation of another
      transaction, other than an amendment.   

   -- Rothschild will credit against any In-Court Completion Fee
      or Out-of-Court Completion Fee (a) 50% of the Monthly Fees
      paid in excess of US$900,000 and (b) 100% of any Amendment
      Fees paid provided, that the sum of the Monthly Fee Credit
      and Amendment Fee Credit will not exceed the In-Court
      Completion Fee or Out-of-Court Completion Fee, as the case
      may be, against which it is to be credited.

   -- To the extent the Debtors request Rothschild to perform
      additional services not contemplated by the Engagement
      Letter, those services and the fees for those services
      will be mutually agreed upon by Rothschild and the
      Debtors, in writing, in advance.

The Debtors will also reimburse Rothschild for all out-of-pocket
expenses reasonably incurred by Rothschild.  The Debtors agree
to indemnification and contribution obligations.

Neil Augustine, a managing director at Rothschild, assures the
Court that his firm is "disinterested person" within the meaning
of Section 101(14) of the Bankruptcy Code, and holds no interest
adverse to the Debtors and their estates.

Mr. Augustine discloses that within the one-year period before
the Petition Date, the Debtors paid US$1,569,278 to Rothschild,
which amount include:

   -- US$838,709 in fees and US$12,500 in expenses associated
      with the covenant amendment negotiated by the Debtors on
      Oct. 12, 2007; and

   -- US$653,225 in fees and US$64,842 in expenses associated
      with work performed for the period Jan. 21, 2008 to
      May 31, 2008.

Mr. Augustine adds that the Debtors also gave
RothschildUS$25,000 for estimated future expenses, which will be
credited against fees and expenses as incurred by Rothschild.

Headquartered in Ionia, Michigan, BHM Technologies Holdings
Inc. -- http://www.browncorp.com/-- manufactures and sells    
automobile parts including air bags and electrical systems.  It
has manufacturing facilites in Mexico and operates under Brown  
Corp.

BHM Technologies Holdings, Inc. and 14 affiliates filed separate
voluntary petitions under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
Western District of Michigan on May 19, 2008 (Lead Case No. 08-
04413).  Hannah Mufson McCollum, Esq., Kay Standridge Kress,
Esq., Robert S. Hertzberg, Esq., and Leon R. Barson, Esq. of
Pepper Hamilton, LLP represent the Debtors in their
restructuring efforts.  When the Company filed for bankruptcy,
it listed estimated assets and debts to be both between US$100
million and US$500 million.

(BHM Technologies Bankruptcy News, Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


BHM TECHNOLOGIES: Wants to Employ Varnum as Corporate Counsel
-------------------------------------------------------------
BHM Technologies Holdings, Inc., and its debtor-subsidiaries
seek permission from the United States Bankruptcy Court for the
Western District of Michigan to hire Varnum, Riddering, Schmidt
& Howlett LLP as their corporate counsel and conflicts counsel.

As corporate counsel, the firm will represent the Debtors in
connection with the Chapter 11 cases on matters which due to
Varnum's long-standing relationship with the Debtors and
institutional knowledge of the Debtors are efficiently handled
by Varnum.  The Debtors also seek to employ Varnum as their
conflicts counsel to handle matters that cannot be handled by
Pepper Hamilton LLP, their general bankruptcy counsel, because
of conflicts of interest.

Varnum began representing The Brown Corporation of America, a
predecessor to BHM Technologies Holdings, Inc. in 1992.  Varnum
continued to represent The Brown Corporation of America
following its merger with Midwest Stamping and Manufacturing Co.
in 2005 and the sale to BHM Technologies Holdings, Inc. in 2006,
immediately following the affiliation of Morton Welding
Holdings, Inc., Heckethorn Holdings, Inc. and The Brown
Corporation of America into BHM Technologies, LLC.  Varnum's
services over the years have included general corporate,
commercial, labor, employee benefits, environmental, and
litigation.  Varnum is intimately familiar with the complex
legal issues that have arisen and are likely to arise in
connection with the Debtor's corporate structure, their
strategic and transactional goals and their ongoing business
operations.

The Debtors believe that both the interruption and the
duplicative cost involved in obtaining substitute counsel to
replace Varnum's unique role at this juncture would be extremely
harmful to them and their estates.  As such, the Debtors submit
that Varnum is well qualified and uniquely able to represent
them in the Reorganization Cases in a most efficient and timely
manner.

Varnum will:

  (a) provide legal advice to the Debtors with respect to
      their rights, powers and duties as debtors-in-possession
      in the continued operation of their business and   
      management of their properties, including, but not limited
      to, general corporate matters, commercial matters, pending
      litigation, labor and employee benefit plans and  
      environmental matters;

   (b) take all necessary action to protect and preserve the
       Debtors' estates in the event that Pepper Hamilton has a
       conflict, including the prosecution of actions on the
       Debtors' behalf, the defense of any actions commenced
       against the Debtors, the negotiation of disputes in which
       the Debtors are involved, and the preparation of
       objections to claims filed against the Debtors' estates;

   (c) prepare necessary applications, motions, answers,
       orders, reports and other legal papers on behalf of the
       Debtors;

   (d) appear in Court and to protect the interests of the
       Debtors before the Court; and

   (e) perform all other legal services for the Debtors which
       may be necessary and proper in this proceeding.

Varnum services will complement, and not duplicate, the services
to be rendered by Pepper Hamilton.  The Debtors are very mindful
of the need to avoid duplication of services, and appropriate
procedures will be implemented to ensure that there is no
duplication.

Varnum's professionals will be paid on an hourly basis and will
seek reimbursement of actual, necessary expenses and other
charges incurred.  The principal attorneys and paralegals
presently designated to represent the Debtors and their current
standard hourly rates are:

                                   Hourly Rate
                                   -----------
   A. Partners
       Michael Wooldridge             US$415
       Mark Collins                   US$395
       Jon Bylsma                     US$335
       Michael McElwee                US$330
       Peter Roth                     US$290
       Mary Kay Shaver                US$270
       Matt Eugster                   US$270

   B. Associates:
       Scott Hill                     US$240
       Seth Ashby                     US$220
       Thea Davis                     US$200
       Peter Schimdt                  US$185

  C. Paralegals:
      Gayla Witte                     US$170

Other attorneys and paralegals within Varnum may from time to
time serve the Debtors in connection with the matters herein
described.  Varnum's current normal range of rates is:

  Professional                         Hourly Rate
  ------------                         -----------
  Partners                          US$270 to US$415
  Associates                        US$165 to US$230
  Legal Assistants                  US$165 to US$205


The Debtors have paid Varnum a total retainer of US$295,000 as
an advance against expenses for services provided for general
representation and services relating to the planning and
preparation of documents for the Chapter 11 cases and its
proposed postpetition representation of the Debtors.  Of the
amount, US$255,000 was applied to prepetition amounts for fees
and expenses.  The actual amount is being reconciled and the
remaining amount will be applied to postpetition allowances of
compensation and reimbursement of expenses, respectively, as may
be granted by the Court.

Michael Wooldridge, Esq., a partner at Varnum, assures the Court
his firm does not represent or hold any interest adverse to the
Debtors or their estates and is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code and
modified by Section 1107(b).  Varnum does not have any
connection with any creditor or other parties-in-interest, or
their respective attorneys or accountants, Mr. Wooldridge adds.

Headquartered in Ionia, Michigan, BHM Technologies Holdings
Inc. -- http://www.browncorp.com/-- manufactures and sells    
automobile parts including air bags and electrical systems.  It
has manufacturing facilites in Mexico and operates under Brown  
Corp.

BHM Technologies Holdings, Inc. and 14 affiliates filed separate
voluntary petitions under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
Western District of Michigan on May 19, 2008 (Lead Case No. 08-
04413).  Hannah Mufson McCollum, Esq., Kay Standridge Kress,
Esq., Robert S. Hertzberg, Esq., and Leon R. Barson, Esq. of
Pepper Hamilton, LLP represent the Debtors in their
restructuring efforts.  When the Company filed for bankruptcy,
it listed estimated assets and debts to be both between US$100
million and US$500 million.

(BHM Technologies Bankruptcy News, Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


CENTRO MUNICIPALITY: Moody's Puts Ba2 Global Local Curr. Rating
---------------------------------------------------------------
Moody's Investors Service has assigned issuer ratings of A2.mx
(Mexican National Scale) and Ba2 (Global Scale, local currency)
to the Municipality of Centro (Villa Hermosa), Tabasco.  The
ratings incorporate the municipality's uneven financial
performance over the years highlighted by a low level of own-
source revenues, a declining trend of operating margins, and the
contingency posed by the weak inancial condition of its water
utility.  The ratings also consider the municipality's moderate
debt levels, but large infrastructure needs, and its important
role as the economic center of the state of Tabasco.

Over the five fiscal years from 2003 to 2007 the municipality
recorded three financing surpluses and two deficits, with the
largest surplus (equal to 12.5% of total revenues) in 2007.  The
reduction in capital spending as a result of extraordinary
circumstances stemming from the floods in October contributed
significantly to the positive outcome in that year; however, in
the past five years, Centro has displayed weak operating
performance.  The municipality's operating margin showed a
sustained deterioration until it became negative, equal to -0.2%
of operating revenues in 2005 and -4% in 2006.  Although the
operating margin improved significantly to 8% in 2007, this was
an atypical year due to the floods and not indicative of future
performance.

Centro's liquidity position has generally been adequate over the
past five years.  While the 2006 and 2005 financial results
reported small liquidity deficits, the municipality has been
able to cover its cash flow needs without short term borrowing.  
It should be noted that in 2007 a significant amount of Centro's
cash and equivalents that were earmarked for capital projects
were unspent at year-end.

The municipality's own-source revenues, including water and
sewer fees, account for only about 17% of total revenues.  In
order to improve this level, the government has focused on
updating property rolls and assessed values, combating payment
delinquencies, and revising tax rates.  Although these efforts
contributed to increasing property tax collections in 2007,
these revenues still represent a smaller portion of total
revenues than the average for Mexican municipalities rated by
Moody's.

Centro's debt ratios are manageable and could improve if the
municipality's debt refinancing plans come to fruition.  The
municipality's outstanding debt balance last year was equal to
5% of total revenues, which is a manageable burden.  Likewise,
the debt service ratio was equivalent to 2% of total revenues
last year, which is affordable.  Centro is planning on
restructuring its total public debt by extending the loan
maturity for five additional years and lowering the interest
rate.  If these negotiations occur, based on Moody's
projections, debt service will be at around 1% of total revenues
in 2008.  In addition, the current administration, which will
remain in office through the end of 2009 has no plans for
further borrowing.

Centro's pension obligations are covered by the state-run
system, ISSET, and consequently the municipality has no pension-
related contingent liabilities.  However ISSET's financial
condition is not strong, and if the state government undertook
certain reforms, it could require potentially higher
contributions from the system's participants.

Centro's water utility, SAS, which was transferred to the
municipality from the state government in 2003, has over the
years demonstrated weak financial operations.  Even with a large
subsidy earmarked for SAS which Centro receives from the state
government each year, the utility is almost entirely dependent
on the municipality for capital spending.

The municipality of Centro -- population: 582,000 in 2005 --
contains the city of Villahermosa, the capital of the state of
Tabasco.  The municipality is one of the main trade and service
centers for the Southern Region of Mexico.  The main pillar of
the local economy is the Pemex regional headquarters in Villa
Hermosa, which generates significant wealth for the city.

Reflecting the application of Moody's Joint Default Analysis
rating methodology, the ratings incorporate a baseline credit
assessment of 12 on a scale of 1 to 21 (1 representing the
lowest credit risk) and a low likelihood that the State of
Tabasco would act to prevent a default by Centro.


COPAMEX SA: Fitch Affirms ID Ratings at BB- With Stable Outlook
---------------------------------------------------------------
Fitch Ratings has affirmed Copamex, S.A. de C.V., senior
unsecured foreign and local currency Issuer Default Ratings at
'BB-' and the senior unsecured national scale rating at 'A-
(mex)'.  Fitch has also affirmed the rating of Copamex's peso-
denominated medium-term notes or Certificados Bursatiles at
'A(mex)', the national short-term rating at 'F2', and assigned
'F2(mex)' to a new MXN250 million short term local Certificados
Bursatiles program.  The outlook on all ratings is stable.

The ratings are supported by the company's business position,
steady operating performance.  Even though, Copamex operates in
a competitive environment, the company continues to maintain a
strong market share in its core business lines and a stable
revenue base.  The ratings also incorporate a gradual tendency
in debt reduction as well as risks associated with debt
maturities in the upcoming 18 months.

During 2007, more than 75% of revenues were earned from products
with leading market shares in Mexico.  In addition, the ratings
are vulnerable to a further slowdown of the Mexican economy as
well as risks associated with the global industry, including
variability in pulp prices, whereas, the company's sourcing of
most of its pulp needs from domestic recycled fiber somewhat
limits such volatility.

Credit protection measures are adequate for the current rating.  
At March 31, 2008, the company had a ratio of on-balance-sheet
debt to EBITDA of 2.9 times and a ratio of EBITDA to interest
expense of 3.2.  For the same period, revenues grew 6.4%
compared to the previous year , primarily boosted by sales
volume increases in baby diapers, packaging and specialty papers
business units.  The packaging, specialty and writing and
printing divisions posted higher prices.  In addition, EBITDA
decreased by 9.1%, associated with negative effects related to
rising energy and raw material prices which were offset to a
great extent by measures aimed at reducing fixed costs and non-
recurrent expenses associated with headcount reduction, which
will generate savings starting the second quarter of the current
year.

Copamex financial performance should improve in the medium-term
as a consequence of less operating expenses associated with
personnel reduction program which should conclude in 2008.  
About US$20 million will be spent in extraordinary expenses in
relation with the program afore mentioned.  Headcount reduction
which started in 2007 and will conclude in 2008 will provide
future annual savings in the neighborhood of MXN130 million.  
Furthermore, the incorporation in June of 2007 of an electricity
co-generation plant will increase self-sufficiency to more than
80% resulting in MXN40 million of annual savings.

These cost saving measures in conjunction with the associated to
the headcount reduction will allow mitigating the negative
impacts associated with the rising energetic prices and raw
materials.  Moreover, these savings could improve operating cash
flow and profitability of the company in the medium-term.  

The management strategy remains focused in achieving organic
growth with moderate investment levels, which should allow the
company to generate sufficient free cash flow to gradually
reduce debt and improve credit protection measures.

Liquidity position of the company is weak.  Copamex expects to
refinance maturities for the upcoming 18 months.  The company
maintains uncommitted short term credit lines which has not
disposed for approximately MXN170 million and US$20 million and
has unrestricted cash net debt maturities for MXN340 million in
September 2008 and MXN255 million in December 2009.  Currently,
the company is working in refinancing the September 2008
maturity.  At March 31, 2008, total on-balance-sheet gross debt
reached MXN1.425 million.  For the same period, total debt net
of restricted cash, related to a collateral of two issuances of
Certificados Bursatiles totaled MXN1.320 million.  At the same
date, interest-bearing liabilities were composed of various
issuances of short and long term Certificados Bursatiles which
amounted to MXN1.311 million, MXN53 million of U.S. dollar-
denominated commercial and MXN60 million of bank debt.  Only
8.6% of total debt is dollar-denominated.

In the medium term, the company's financial strategy continues
focusing on gradually reducing its debt levels.  Additionally,
Copamex has a revolving assignment of receivables to an
irrevocable trust for up to US$40 million administered by Banco
Invex.  Even though, this transaction was structured without
recourse, it generates interest expenses and diminishes asset
coverage for the unsecured Copamex creditors.

Copamex is a manufacturer of industrial papers, including
printing and writing, kraft paper for packaging and specialty
papers.  The company also manufactures baby diapers.  In 2007,
sales and EBITDA reached US$509 million and US$44 respectively.  
During 2007, writing and printing represented 41% of the
revenues, paper for packaging 36%, specialty papers 13% and
diapers 10%.

Headquartered in Monterrey, Mexico, Copamex S.A de C.V. --
http://www.copamex.com-- manufactures paper products for the  
consumer goods, industrial packaging and printing, and writing
markets.  Copamex is a holding company with 39 subsidiaries (35
in Mexico, 2 in the United States, 1 in Costa Rica and 1 in
Nicaragua) of which 36 are wholly-owned and 3 are majority-owned
joint ventures.


KANSAS CITY SOUTHERN: Unit Mulls US$250MM Offering of Sr. Notes
---------------------------------------------------------------
The Kansas City Southern Railway Company, a subsidiary of Kansas
City Southern, intends to offer US$250 million of Senior Notes
due 2015.

KCSR plans to use the net proceeds from the offering to
repurchase US$200 million aggregate principal amount of its 9-
1/2% Senior Notes due 2008, to pay the fees and expenses
associated with the repurchase, to reduce borrowings under the
KCSR revolving credit  facility, and for general corporate
purposes.

A copy of the preliminary prospectus supplement and related base
prospectus may be obtained upon request to:

     Morgan Stanley
     Prospectus Department
     c/o Dominick Ruscitti
     180 Varick Street
     New York, NY 10014
     E-mail: prospectus@morganstanley.com

     ------ and ------

     Bank of America Securities LLC
     Prospectus Department
     3rd Floor, 100 W. 33rd Street
     New York, NY 10001
     Tel (800) 294-1322
     E-mail: dg.prospectus_distribution@bofasecurities.com

Headquartered in Kansas City, Missouri, Kansas City Southern
(NYSE:KSU) -- http://www.kcsouthern.com/-- is a transportation   
holding company that has railroad investments in the U.S.,
Mexico and Panama.  Its primary U.S. holding includes KCSR,
serving the central and south central U.S.  Its international
holdings include Kansas City Southern de Mexico, serving
northeastern and central Mexico and the port cities of Lazaro
Cardenas, Tampico and Veracruz, and a 50% interest in Panama
Canal Railway Company, providing ocean-to-ocean freight and
passenger service along the Panama Canal. KCS' North American
rail holdings and strategic alliances are primary components of
a NAFTA Railway system, linking the commercial and industrial
centers of the U.S., Canada and Mexico.

                           *     *     *

Standard & Poor's Ratings Services assigned its 'BB-' rating to
Kansas City Southern Railway Co.'s US$275 million senior
unsecured debt due 2015, one notch higher than the corporate
credit rating on parent company Kansas City Southern.  S&P also
assigned a recovery rating of '2' to the notes, indicating that
lenders can expect substantial (70%-90%) recovery in the event
of a payment default.  The notes are guaranteed by Kansas City
Southern.  S&P have affirmed its 'B+' long-term corporate credit
on Kansas City Southern.


QUEBECOR WORLD: Obtains OK to Sell Aircraft for US$20.3 Million
-------------------------------------------------------------
Judge James M. Peck of the U.S. Bankruptcy Court for the
Southern District of New York authorized Quebecor World Inc. and
its debtor-affiliates to sell the Challenger Aircraft to Key
Equipment Finance Canada Ltd.

A full-text copy of Aircraft Sales Agreement is available for
free at http://ResearchArchives.com/t/s?2c6c

The TCR reported on May 19, 2008, that pursuant to a lease
intended as security dated as of Feb. 6, 2004, Quebecor Printing
Aviation Inc. leased one Bombardier CL-600-2B16 (Variant 604)
"Challenger" aircraft and two General Electric CF34-3B engines
from Wachovia Financial Services, Inc.  Quebecor World was the
guarantor of QPA's obligations under the aircraft lease.

On April 4, 2008, QPA provided Wachovia with written notice of
its intent to exercise an early termination option under the
aircraft lease and purchase the aircraft on the next scheduled
payment date, May 6, 2008.

The Debtors actively marketed the Aircraft and have entered into
a sale agreement.  The Debtors obtained an appraisal from
Aeronautical Systems Inc., which estimated the retail market
value of the Aircraft to be US$20,450,000.  The Debtors also
received an appraisal prepared by Aviation Management
Consulting, Inc., for Quebecor Media Inc., a related party that
had evidenced an interest in purchasing the aircraft, indicating
a current market value of the aircraft of US$19,900,000.  The
Debtors also solicited offers from other potential purchasers of
the Aircraft.  QMI ultimately made the highest offer to purchase
the Aircraft, submitting an offer of US$20,300,000 on Feb. 12,
2008, which offer resulted in the sale agreement.

Key Equipment is technically the buyer under the sale agreement
because it will be providing the financing to QMI -- the primary
party with whom the Debtors have been in negotiations.  It is
the Debtors' understanding that Key Equipment has agreed to
provide QMI with lease financing and that QMI will lease the
Aircraft from Key Equipment upon the closing of the sale
agreement.

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina and the British Virgin Islands.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in
the CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-
10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$5,554,900,000, total
liabilities of US$3,964,800,000, preferred shares of
US$175,900,000, and total shareholders' equity of
US$1,414,200,000.

The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case.  The Debtors' CCAA stay
has been extended to July 25, 2008.  (Quebecor World Bankruptcy
News, Issue No. 16; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 13, 2008, Moody's Investors Service assigned a Ba2 rating
to the US$400 million super priority senior secured revolving
term loan facility of Quebecor World Inc. as a Debtor-in-
Possession.  The related US$600 million super priority senior
secured term loan was rated Ba3 (together, the DIP facilities).  
The RTL's better asset value coverage relative to the TL
accounts for the ratings' differential.


QUEBECOR WORLD: Sells European Biz to HHBV for EUR133 Million
-------------------------------------------------------------
Quebecor World Inc. signed a definitive purchase agreement
providing for the sale of Quebecor World's European operations
to Hombergh/De Pundert Group (HHBV), a Netherlands-based
investment group.  The transaction is valued at approximately
EUR133 million and is expected to close by the end of June 2008.

Under the terms of the agreement, HHBV has deposited
EUR46.5 million in escrow to be released to Quebecor World at
closing.  This cash amount will be adjusted higher to cover all
funds disbursed by Quebecor World to support any seasonal
financing needs of the European operations between the signature
date and closing.  HHBV will assume approximately EUR65 million
of net debt, and a EUR21.5 million five-year note bearing
interest at 7% per year which will remain payable to Quebecor
World post-closing.  The sale is being made substantially on an
"as is, where is" basis.  The only condition to closing is court
approval.  The transaction is not subject to the approval of
either Quebecor World's or HHBV's shareholders.  Assuming
completion of the transaction, the net cash proceeds to be
received by Quebecor World will be EUR46.5 million, less certain
customary deductions and expenses permitted by its debtor-in-
possession (DIP) credit facility, which are intended to be used
by Quebecor World to partially reimburse indebtedness under the
credit facility.

"The sale of our European operations is an important step in our
restructuring activities that we believe should enable us to
exit creditor protection in North America as a stronger player
in our industry," said Jacques Mallette, President and CEO of
Quebecor World.   "I would like to thank our European customers
and employees for their support and assure them that we intend
to assist HHBV in ensuring a smooth transition.  We also look
forward to continue servicing our European customers' needs in
North America and Latin America."

Mr. Hendrik van den Hombergh, founder and partner of HHBV stated
"We are very excited about this opportunity and we are looking
forward to working with local management to make this
transaction a success for our employees and our customers.  This
transaction is a first and major step in our goal of building a
Pan-European printing platform."

Quebecor World's European operations currently include 17
printing and related facilities employing approximately 3,500
people in Austria, Belgium, Finland, France, Spain and Sweden.  
Quebecor World Europe produces magazines, catalogs, retail
inserts, direct mail products, book and directories for many of
the world's largest retailers, publishers and branded goods
companies.

Hombergh/De Pundert Group is a Netherlands based investment
group whose expertise lies predominantly in the industrial
sector.  The Group has various investments in the concrete
business and energy sector.  As part of its investments
strategy, the Hombergh/De Pundert Group seeks majority stakes in
companies which have a strong management and operate in sectors
which require consolidation.

As previously reported, Quebecor scrapped the sale of the
European assets to Dutch company RSDB for EUR240,000,000 or
about US$341,000,000 in December 2007.  The RSDB deal would have
bolstered Quebecor's balance sheet with US$213,000,000 in cash
to be applied to debt, The Canadian Press said.  The deal
collapsed when RSDB shareholders rejected the sale.  According
to Bloomberg News, Quebecor cited its inability to sell its
European unit as one of its reasons for its bankruptcy filing.

As of May 30, 2008, one euro is equivalent to 1.55 U.S. dollars,
valuing the sale of Quebecor's European assets at
US$206,150,000.

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina and the British Virgin Islands.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in
the CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-
10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$5,554,900,000, total
liabilities of US$3,964,800,000, preferred shares of
US$175,900,000, and total shareholders' equity of
US$1,414,200,000.

The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case.  The Debtors' CCAA stay
has been extended to July 25, 2008.  (Quebecor World Bankruptcy
News, Issue No. 16; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 13, 2008, Moody's Investors Service assigned a Ba2 rating
to the US$400 million super priority senior secured revolving
term loan facility of Quebecor World Inc. as a Debtor-in-
Possession.  The related US$600 million super priority senior
secured term loan was rated Ba3 (together, the DIP facilities).  
The RTL's better asset value coverage relative to the TL
accounts for the ratings' differential.



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

AFC ENTERPRISES: April 20 Balance Sheet Upside-Down by US$51 Mln
----------------------------------------------------------------
AFC Enterprises Inc.'s balance sheet at April 20, 2008, showed
total assets of US$146.2 million and total liabilities of
US$196.8 million resulting in a total shareholders' deficit of
US$50.6 million.

AFC reported net income of US$6.4 million for first quarter
ended April 20, 2008, compared to US$6.4 million last year.  
Excluding the pre-tax impact of US$1.3 million from other non-
operating income, net income would have been US$5.6 million.

The company repurchased 2.1 million shares of common stock for
US$16.6 million.  During the quarter, the company entered into a
US$15 million accelerated stock repurchase program to take
advantage of market conditions, and retired 2.0 million shares
of common stock pursuant to this program.

The company is continuing to identify experienced and qualified
franchisees to purchase the company-operated restaurants as part
of its new strategic initiative.

Net income was US$6.4 million, or US$0.24 per diluted share,
compared to US$6.4 million, or US$0.22 per diluted share, last
year.  Net income in the first quarter benefited by
approximately US$0.03 per diluted share from other income.

The company's free cash flow remains strong at US$8.8 million
compared to US$7.8 million last year.

During the first quarter, the company repurchased 2.1 million
shares of common stock for US$16.6 million.  This amount
included US$15 million related to the company's accelerated
stock repurchase program which commenced on March 12, 2008.

Under the terms of its current credit facility, the company has
the ability to repurchase an additional US$21.6 million of
shares during fiscal year 2008.  As of May 16, 2008, there were
approximately 25.2 million shares of the company's common stock
outstanding.

The company is continuing to identify experienced and qualified
franchisees to purchase the company-operated restaurants as part
of its new strategic initiative.  

                   About AFC Enterprises Inc.

Headquartered in Atlanta, Georgia, AFC Enterprises Inc. --
http://www.afce.com/-- owns, operates and franchises Popeyes
Chicken & Biscuits quick service restaurants.  As of
July 15, 2007, AFC owned and operated 61 restaurants and
franchised 1,817 restaurants in 44 states, the District of
Columbia, Puerto Rico, Guam and 23 foreign countries.  The
Popeyes concept features a New Orleans Cajun-style menu, with
regional items such as spicy fried chicken pieces, chicken
sandwiches and strips, fried shrimp, jambalaya and red beans &
rice.


CV ENTERTAINMENT: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor:  CV Entertainment Group, Inc.
         PO Box 195586
         Hato Rey Station
         San Juan, Puerto Rico 00919-5586

Bankruptcy Case No.: 08-03393

Chapter 11 Petition Date:  May 29, 2008

Court:  District of Puerto Rico (Old San Juan)

Debtors' Counsel: Charles Alfred Cuprill, Esq.
                  Charles A. Curpill, PSC Law Office
                  356 Calle Fortaleza
                  Second Floor
                  San Juan, PR 00901
                  Tel: (787) 977-0515
                  E-mail: cacuprill@aol.com

Estimated Assets:   US$1,000,001 to US$10,000,000

Estimated Debts:   US$10,000,000 to US$50,000,000

A copy of the Debtor's petition, its schedules of assets and
liabilities, and its list of 20 largest unsecured creditors is
available at no charge at:

     http://bankrupt.com/misc/prb08-03393.pdf


MAXXAM INC: Resolves Listing Deficiency With AMEX
-------------------------------------------------
MAXXAM Inc. received a letter from the American Stock Exchange
stating that the company had resolved a continued listing
deficiency resulting from the late filing of its Form 10-K.

On April 1, 2008, the company advised AMEX that it would not be
able to file its Annual Report on Form 10-K for the year ended
Dec. 31, 2007, by the extended filing date under Rule 12b-25 of
the Securities and Exchange Act of 1934.  The company also
advised AMEX that this was due to the inability of the company
to obtain all of the necessary information required to complete
disclosures related to its equity method investees.

On the same day, the AMEX furnished the company with a letter
indicating that the failure to timely file the Form 10-K is a
violation of Sections 134 and 1101 of the AMEX Company Guide and
the Company's listing standards agreement with the AMEX.  The
AMEX Letter also indicated that the company should submit to
AMEX a plan as to the action the company has taken, or will
take, to bring itself into compliance with the AMEX provisions.

On April 11, 2008, the company furnished its Compliance Plan to
the AMEX.  On April 16, 2008, the AMEX notified the company that
it had accepted the Compliance Plan and granted the company an
extension until June 30, 2008, to again be in compliance with
AMEX's continued listing standards.

The company had filed the Form 10-K and therefore has completed
its Compliance Plan.  

The AMEX Resolution Letter also indicates the company has become
subject to the provisions of Section 1009(h) of the AMEX Company
Guide which provides that if a company, within 12 months of the
end of AMEX extension period, is again determined to be below
Continued Listing Standards, the AMEX staff will examine the
relationship between the two incidents of falling below
Continued Listing Standards and re-evaluate the company's method
of financial recovery from the first incident.  The AMEX would
then take appropriate action, which, depending upon the
circumstance, may include truncating its delisting procedures or
immediately initiating delisting proceedings.

Headquartered in Houston, Texas, MAXXAM Inc. (AMEX: MXM)  
operates businesses ranging from aluminum and timber products to  
real estate and horse racing.  MAXXAM's top revenue source is  
Kaiser Aluminum, which has been in Chapter 11 bankruptcy since  
2002.  MAXXAM's timber subsidiary, Pacific Lumber, owns about  
205,000 acres of old-growth redwood and Douglas fir timberlands  
in Humboldt County, California.  MAXXAM's real estate interests  
include commercial and residential properties in Arizona,  
California, Texas, and Puerto Rico.  The company also owns the  
Sam Houston Race Park, a horseracing track near Houston.  Its  
chairperson and chief executive officer, Charles Hurwitz,  
controls 77% of MAXXAM.

MAXXAM Inc.'s consolidated balance sheet at March 31, 2008,
showed US$483.5 million in total assets and US$779.6 million in
total liabilities, resulting in a US$296.1 million total
stockholders' deficit.

                         *     *     *

Deloitte & Touche LLP, in Houston, expressed substantial doubt
about MAXXAM Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended Dec. 31, 2007.  

The auditing firm pointed to the uncertainty surrounding the
ultimate outcome of separate voluntary petitions for
reorganization under Chapter 11 of the Bankruptcy Code filed by
certain of the company's wholly owned subsidiaries, and its
effect on the company, as well as the company's operating losses
at its remaining subsidiaries.



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

ARVINMERITOR INC: Moody's Affirms B1 Corporate Family Rating
------------------------------------------------------------
Moody's affirmed the ratings of ArvinMeritor, Inc., Corporate
Family Rating, B1; Probability of Default Rating, B1; senior
secured bank credit facilities, Ba1; senior unsecured notes, B2;
and Speculative Grade Liquidity Rating, SGL-2.  The outlook is
stable.

On May 28, 2008 ArvinMeritor provided additional detail on its
plan to spin off its Light Vehicle Systems business to
ArvinMeritor shareholders with the Commercial Vehicle Systems
business remaining with ArvinMeritor.  The Company originally
announced on May 6 that its board of directors had approved this
plan.  The name of the spun off LVS business will be Arvin
Innovation, Inc.  The announcement on May 28, 2008 outlined
liabilities which will be transferred to Arvin Innovation,
including certain pension and retiree medical liabilities, net
asbestos liabilities, environmental, and other employee
liabilities.  Arvin Innovation is expected to have approximately
US$100 million of cash on hand at the closing of the
transaction, and US$200-250 million in borrowing arrangements
with approximately US$125 million drawn under these facilities.
According to the Form-10, Arvin Innovation is expected to be in
a position to make a cash payment to ArvinMeritor, as part of
the transaction.  Pro forma for March 31, 2008 this amount would
have been approximately US$100 million.  This amount is expected
to be used for debt repayment by ArvinMeritor.  All of
ArvinMeritor's existing senior unsecured debt is expected to
remain with ArvinMeritor after the transaction, along with its
existing senior secured bank credit facility.

The B1 affirmation of ArvinMeritor's Corporate Family Rating
reflects that while a certain amount of the company's diversity
profile will be lost, a significant portion of revenues will
continue to come from outside of North America and the company
will continue to have good diversity in its end customer and
product markets.  ArvinMeritor's improving operating performance
in the recent quarters, resulting from the benefits of the
company's restructuring actions and a somewhat stable commercial
vehicle market, is expected to support the current B1 corporate
family rating.  Subsequent to the spin off, ArvinMeritor should
demonstrate improved operating performance as a result of
restructuring and cost reduction initiatives in its CVS
operations.  These initiatives, combined with the company's
already competitive market position in the commercial vehicle
supplier sector, should enable it to better navigate industry
cyclicality, regulatory requirements, and increasing raw
material costs.

At March 31, 2008, ArvinMeritor's LTM EBIT/Interest coverage was
1.4x and debt/EBITDA was 7.1x, both including Moody's standard
adjustments.  The company's recent quarterly performance has
demonstrated the benefits of restructuring actions taken.
ArvinMeritor has affirmed its previous fiscal 2008 guidance.
However, Moody's expects that the opportunity for North American
commercial vehicle production levels in 2008 to significantly
outpace prior year levels is becoming increasingly uncertain
given current general economic indicators and high fuel costs.
Although this slowdown in end market demand could moderate the
pace of improvement in the company's credit metrics during 2008,
these measures should nevertheless become increasingly
supportive of the B1 rating.  Moreover, Moody's anticipates some
level of industry pick up in 2009 due to the combination of pre-
buy activity and fleet replacement.

Ratings affirmed:

ArvinMeritor, Inc.

   -- Corporate Family Rating at B1
   -- Probability of Default at B1
   -- Senior Secured bank debt at Ba1 (LGD1, 7%)
   -- Senior Unsecured notes at B2 (LGD4 61%)
   -- Shelf unsecured notes at (P)B2 (LGD4 61%)
   -- Speculative Grade Liquidity rating, SGL-2

Arvin International PLC

   -- Unsecured notes guaranteed by ArvinMeritor, Inc. at B2
     (LGD4 61%)

The last rating action was in October 2007 at which time Moody's
lowered ArvinMeritor's ratings.

Headquartered in Troy, Michigan, ArvinMeritor, Inc. (NYSE: ARM)
-- http://www.arvinmeritor.com/-- supplies integrated systems,
modules and components to the motor vehicle industry.  The
company serves light vehicle, commercial truck, trailer and
specialty original equipment manufacturers and certain
aftermarkets.  ArvinMeritor employs about 19,000 people at more
than 120 manufacturing facilities in 24 countries which includes
China, India, Japan, Singapore, Thailand, Australia, Venezuela,
Brazil, Argentina, Belgium, Czech Republic, France, Germany,
Hungary, Italy, Netherlands, Spain, Sweden, Switzerland, United
Kingdom, among others.


HARVEST NATURAL: Gets US$58 Million Dividend From Petrodelta
------------------------------------------------------------
Harvest Natural Resources Inc. has received a cash dividend of
US$58 million from its 32-percent-owned Venezuelan affiliate,
Petrodelta, S.A.  The dividend represents Harvest Natural's 32%
share of Petrodelta's US$181 million of net income as reported
under International Financial Accounting Standards for the
period of April 2006 through December 2007.

Receipt of the dividend completes the transition from the
operating service agreement to Petrodelta.

Harvest Natural Resources, Inc. (NYSE: HNR) --
http://www.harvestnr.com/-- is an independent energy company       
engaged in the acquisition, exploration, development, production
and disposition of oil and natural gas properties.  The company
has acquired and developed significant interests in the
Venezuela, Russia and has also undeveloped acreage offshore of
China.  The company's only producing assets are in Venezuela.   
Its subsidiary, Harvest Vinccler S.C.A. has been providing
operating services to Petroleos de Venezuela SA (PDVSA).

                        *     *     *

As reported in December 2007, Harvest Natural Resources said in
a statement that it incurred a US$6.5 million loss in the first
quarter 2007, and a net loss of US$62.5 million as of Dec. 31,
2006.

Moody's Investors Service Upgraded the company's senior implied
rating to Caa1 from Caa2 in September 2004.  The rating still
hold to date.



* Large Companies With Insolvent Balance Sheet
----------------------------------------------

                                      Total
                                   Shareholders     Total
                                      Equity       Assets
  Company               Ticker        (US$MM)     (US$MM)
  -------               ------    ------------    -------
Arthur Lange             ARLA3       (20.87)        34.65
Kuala                    ARTE3       (33.57)        11.86
Bombril                  BOBR3      (480.75)       423.86
Caf Brasilia             CAFE3      (909.16)        95.01
Chiarelli SA             CCHI3       (68.72)        42.15
Ceper-Inv                CEP          (7.77)       120.08
Ceper-B                  CEP/B        (7.77)       120.08
Telefonica Hldg          CITI     (1,481.31)       307.89
Telefonica Hldg          CITI5    (1,481.31)       307.89
SOC Comercial PL         COME       (751.50)       450.17
Marambaia                CTPC3        (1.38)        79.73
DTCOM-DIR To Co          DTCY3       (14.16)         9.24
Aco Altona               ESTR        (49.52)       113.90
Estrela SA               ESTR3       (62.09)       118.58
Bombril Holding          FPXE3    (1,064.31)        41.97
Fabrica Renaux           FTRX3        (5.55)       136.60
Cimob Partic SA          GAFP3       (52.94)        93.89
Gazola                   GAZ03       (43.13)        22.28
Haga                     HAGA3      (115.97)        18.29
Hercules                 HETA3      (240.65)        37.34
Doc Imbituba             IMB13       (20.49)       209.80
IMPSAT Fiber Networks    IMPTQ       (17.17)       535.01
Minupar                  MNPR3       (27.58)       158.43
Wetzel SA                MWET3       (15.02)       137.09
Nova America SA          NOVA3      (300.97)        41.80
Paranapamema SA          PMAM3      (105.13)     3,724.69
Paranapamema-PRF         PMAM4      (105.13)     3,724.69
Recrusul                 RCSL3       (67.90)        27.89
Telebras-CM RCPT         RCTB30     (163.58)       229.94
Rimet                    REEM3      (219.34)        93.47
Schlosser                SCL03       (81.35)        44.82
Tecel S Jose             SJ0S3       (13.24)        71.56
Sansuy                   SNSY3       (63.13)       235.18
Teka                     TEKA3      (347.19)       522.28
Telebras SA              TELB3      (163.58)       229.94
Telebras-CM RCPT         TELE31     (163.58)       229.94
Telebras SA              TLBRON     (163.58)       229.94
TECTOY                   TOYB3        (6.58)        36.02
TEC TOY SA-PREF          TOYB5        (6.58)        36.02
TEC TOY SA-PF B          TOYB6        (6.58)        36.02
TECTOY SA                TOYBON       (6.58)        36.02
Texteis Renaux           TXRX3      (103.01)        76.93
Varig SA                 VAGV3    (8,194.58)     2,169.10
FER C Atlant             VSPT3      (104.65)     1,975.79
Wiest                    WISA3      (140.97)        71.37

                            ***********


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.  Tara Eliza E. Tecarro, Sheryl Joy P. Olano,
Rizande de los Santos, and Pamella Ritah K. Jala, Editors.

Copyright 2008.  All rights reserved.  ISSN 1529-2746.

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

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

The TCR Latin America subscription rate is US$625 per half-year,
delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial
subscription or balance thereof are US$25 each.  For
subscription information, contact Christopher Beard at
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           * * * End of Transmission * * *