TCRLA_Public/080625.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

            Wednesday, June 25, 2008, Vol. 9, No. 125

                            Headlines


A R G E N T I N A

ALITALIA SPA: Italian Consortium to Seek 4,000 Job Cuts
ALITALIA SPA: Aviation Agency Summons Execs Over Finances
CERRO MOLEJON: Proofs of Claim Verification Is Until Sept. 29
CHRYSLER LLC: Moody's Holds B3 CF & PD Ratings; Outlook is Neg.
CHRYSLER LLC: DBRS Places 'B' Issuer Rating On Negative Review

CLINICA PRIVADA: Trustee to File Individual Reports Today
ECOLANA SA: Proofs of Claim Verification Deadline Is Sept. 1
FERRO CORP: Discloses US$200 Million Debt Offering
FERRO CORP: Moody's Rates US$200 Mil. Senior Unsec. Notes at B2
FERRO CORP: S&P Rates US$200 Mil. Senior Unsecured Notes at B

FORD MOTOR: DBRS Reviews Ratings on Decline of Operations
GMAC LLC: DBRS Cuts Rating to B on High Exposure to ResCap
GMAC LLC: S&P Puts 'B' Rating Under Negative Watch
KUSHAN SRL: Trustee to File General Report in Court Tomorrow
LANCI IMPRESORES: Trustee to File Individual Reports Today

PETROBRAS ENERGIA: Enters Into Drilling Contract With Transocean
RESIDENTIAL CAPITAL: DBRS Gives 'CCC' Rating on 8.500% Sr. Notes
STARCEL SRL: Creditors to Vote on Settlement Proposal Tomorrow
TOSKO'S SRL: Proofs of Claim Verification Deadline Is Aug. 28


B A H A M A S

TUPPERWARE BRANDS: S&P Puts BB Rating on CreditWatch Positive


B E R M U D A

INTELSAT LTD: Subsidiaries To Offer Senior Notes & Repay Loans


B R A Z I L

ABITIBIBOWATER INC: SVP Thor Thornsteinson to Retire August 1
BANCO NACIONAL: Launches European Savings Account
BUNGE LTD: To Buy Corn Products International for US$4.8 Billion
CYRELA BRAZIL: Inks Memorandum of Understanding for Agra Merger
ENERGISA SA: Reduces Electricity Losses in Year Ended May 2008

ENERGISA SA: Aneel Concludes Tariff Review of Two Units
GENERAL MOTORS: DBRS Places Ratings Under Negative Review  
HUNTSMAN CORP: Files US$3 Billion Lawsuit Against Apollo
HUNTSMAN CORP: Moody's Reviews Ba3 CF Rating for Possible Cut
HEXION SPECIALTY: Huntsman Files Lawsuit Against Apollo

MARFRIG FRIGORIFICOS: To Acquire OSI Group's Brazil & U.K. Biz
SANYO ELECTRIC: Free Oven Repairs Could Cost Company JPY1-2 Bil.
SCO GROUP: Exclusive Plan Filing Period Extended Through Aug. 11


C A Y M A N  I S L A N D S

BLUE TECHNOLOGY: Holds Final Shareholders Meeting on June 27
CABLE INVESTMENT: Sets Final Shareholders Meeting on June 27
CONOCOPHILLIPS MEA: Final Shareholders Meeting Is on June 27
EMPYREAN CAPITAL: Sets Final Shareholders Meeting on June 27
FORTPLUS COMPANY: Holds Final Shareholders Meeting on June 27

INDUSTRY ALPHA: To Hold Final Shareholders Meeting on June 27
INFINITY ASSET: Holds Final Shareholders Meeting on June 27
LUCIA LIMITED: Will Hold Final Shareholders Meeting on June 27
SALUS 170/70: Holding Final Shareholders Meeting on June 27


C H I L E

NORSKE SKOG: Sells Korean Unit to Morgan Stanley for US$830MM
NORSKE SKOGINDUSTRIER: S&P Keeps BB- Rating on Watch Negative


C O L O M B I A

ECOPETROL SA: Rebel Attack Prompts Shut Down of Oil Pipeline
QUEBECOR WORLD: US Court Okays EUR133 Mil. Sale of European Biz


D O M I N I C A N   R E P U B L I C

PRC LLC: Court Confirms Chapter 11 Joint Plan of Reorganization


G U A T E M A L A

BRITISH AIRWAYS: Raises Levy in Business and First-Class Travel


J A M A I C A

AIR JAMAICA: Workers Divided on Wage-Increase Proposal
AIR JAMAICA: Gov't May Reconsider Privatization
AIR JAMAICA PENSION: Surplus Funds Available Until Aug. 15


M E X I C O

BHM TECHNOLOGIES: Proposes Two Restructuring Options Under Plan
BHM TECHNOLOGIES: Alters Terms of US$45MM DIP Fund from Lehman
INNOPHOS HOLDINGS: Earns US$9.3 Million in 2008 First Quarter
MEXORO MINERALS: Releases Drill Results From Cieneguita Project
MOVIE GALLERY: Board of Directors Adopts Incentive Equity Plan

MOVIE GALLERY: Names Sherif Mityas as Retail Operation CEO
OCEANOGRAFIA SA: S&P Puts B+ Long-Term Corporate Credit Rating
QUEBECOR WORLD: Seeks to Assume Dex Media Printing Deal
QUEBECOR WORLD: Incurs US$190MM Net Loss in First Quarter 2008


P U E R T O  R I C O

DENNY'S CORPORATION: Discloses New Organizational Structure
DORAL FINANCIAL: Raymond Quinlan & Gerard Smith Joins Board


V E N E Z U E L A

HERCULES OFFSHORE: J. Rynd Replaces R. Stilley as CEO
PETROLEOS DE VENEZUELA: Eyes 8 Rigs Yearly With China National


                         - - - - -


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

ALITALIA SPA: Italian Consortium to Seek 4,000 Job Cuts
-------------------------------------------------------
A group of Italian investors led by AirOne S.p.A. would reduce
Alitalia S.p.A.'s workforce by around 4,000 employees if it
acquires the national government's 49.9% stake in the carrier,
Flavia Krause-Jackson writes for Bloomberg News, citing an
unsourced Corriere della Sera report.

Intesa Sanpaolo S.p.A., the government's adviser for the stake
sale, has commenced negotiations with Alitalia's trade unions
over the possible job cuts, Corriere della Sera adds.

As previously reported in the TCR-Europe, Intesa is reviewing
placing Alitalia into administration, under which the national
carrier's core business would be separated from its debt and
place them under a new company.  

Intesa will present on June 27, 2008, a plan to dispose the
carrier's assets.  Intesa may propose to sell Alitalia's
unprofitable operations under an emergency administration
procedure.

Headquartered in Rome, Italy, Alitalia S.p.A. --
http://www.alitalia.it/-- provides air travel services for
passengers and air transport of cargo on national, international
and inter-continental routes, including United States, Canada,
Japan and Argentina.  The Italian government owns 49.9% of
Alitalia.

Despite a EUR1.4 billion state-backed restructuring in 1997,
Alitalia posted net losses of EUR256 million and EUR907 million
in 2000 and 2001 respectively.  Alitalia posted EUR93 million in
net profits in 2002 after a EUR1.4 billion capital injection.
The carrier booked annual net losses of EUR520 million in 2003,
EUR813 million in 2004, EUR168 million in 2005, EUR625.6 million
in 2006, and EUR494.64 million in 2007.


ALITALIA SPA: Aviation Agency Summons Execs Over Finances
---------------------------------------------------------
Ente Nazionale per l'Aviazione Civile, Italy's civil aviation
agency, will meet top executives of Alitalia S.p.A. this week to
clarify the carrier's financial situation, Reuters reports.

ENAC will also request information on Alitalia's plans to manage
the peak summer season.

Alitalia recently received a EUR300-million emergency loan from
Italian government, intended to keep the carrier flying for a
year.

Italy said the cash grant will temporarily help the carrier
avoid liquidation or administration.  Despite the loan,
Alitalia's Board of Directors said the carrier needs to carry
out recapitalization "as quickly as possible."

Headquartered in Rome, Italy, Alitalia S.p.A. --
http://www.alitalia.it/-- provides air travel services for
passengers and air transport of cargo on national, international
and inter-continental routes, including United States, Canada,
Japan and Argentina.  The Italian government owns 49.9% of
Alitalia.

Despite a EUR1.4 billion state-backed restructuring in 1997,
Alitalia posted net losses of EUR256 million and EUR907 million
in 2000 and 2001 respectively.  Alitalia posted EUR93 million in
net profits in 2002 after a EUR1.4 billion capital injection.
The carrier booked annual net losses of EUR520 million in 2003,
EUR813 million in 2004, EUR168 million in 2005, EUR625.6 million
in 2006, and EUR494.64 million in 2007.


CERRO MOLEJON: Proofs of Claim Verification Is Until Sept. 29
-------------------------------------------------------------
Miryam Lewenbaum, the court-appointed trustee for Cerro Molejon
SA's bankruptcy proceeding, verifies creditors' proofs of claim
until Sept. 29, 2008.

Ms. Lewenbaum will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 2 in Buenos Aires, with the assistance of Clerk
No. 4, 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 Cerro Molejon 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 Cerro Molejon's
accounting and banking records will be submitted in court.

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

Ms. Lewenbaum is also in charge of administering Cerro Molejon's
assets under court supervision and will take part in their
disposal to the extent established by law.

The debtor can be reached at:

           Cerro Molejon SA
           Rodriguez Pena 2049
           Buenos Aires, Argentina

The trustee can be reached at:

           Miryam Lewenbaum
           Montevideo 666
           Buenos Aires, Argentina


CHRYSLER LLC: Moody's Holds B3 CF & PD Ratings; Outlook is Neg.
---------------------------------------------------------------
Moody's Investors Service affirmed the B3 Corporate Family
Rating and Probability of Default Rating of Chrysler LLC, but
changed the outlook to negative from stable.  The change in
outlook reflects the increasingly challenging environment faced
by Chrysler as the outlook for US vehicle demand falls, and as
high fuel costs drive US consumers away from light trucks and
SUVs, and toward more fuel efficient vehicles.

During the month of May this shift in consumer demand
highlighted the competitive challenges facing Chrysler: the
company's overall share of the light vehicle market fell to
10.7% from 12.7% on a year-over-year basis, largely due to the
erosion in the position of its car portfolio and declines in
fleet shipments.

As consumer demand shifted from trucks and SUVs, and toward
cars, Chrysler's share of the car segment fell to 5.7% from
8.8%.  In contrast, the company's share of the contracting light
truck and SUV market increased modestly to 17.6% from 16.9%.  
While the overall US market demonstrated a car/truck mix of
approximately 60/40, Chrysler's car/truck mix was about 32/68.

Moreover, given the 2008 release of the new Dodge Ram pickup --
a relatively high-volume and traditionally high-profit vehicle
for Chrysler - the company's ability to contend with the ongoing
shift in consumer demand will prove challenging.

This erosion in market fundamentals could stress Chrysler's
liquidity profile by late 2009 or early 2010.  Prior to the
recent shift in market demand and the likelihood that US light
vehicle shipments for 2008 would approximate 15 million units
(down from 16.1 million in 2007), Chrysler's liquidity position
would likely have been adequate to cover all cash requirements
into 2010, when the benefits of the health care savings in the
new UAW contract would be realized.

During 2008, the company would likely have had a moderate
operating cash outflow, followed by a notable improvement in
cash generation during 2009, and a more robust performance in
2010.

However, as a result of the challenges that Chrysler may face in
contending with the ongoing shift in demand away from trucks and
SUVs, the company will likely face large cash requirements
during 2008 and 2009 that will considerably narrow its liquidity
position relative to earlier expectations.

In the absence of any material near-term source of additional
liquidity that can help the company better address growing cash
requirements its B3 rating could be placed on review for
possible downgrade or lowered.

While Chrysler has been working to increase its sales outside of
the US, its ongoing concentration in the North American market
represents a key weakness in the current market environment.  
This lack of geographic diversification limits the company's
ability to participate in the robust long-term growth in demand
taking place in Asian, Easter European and Latin American
markets.

It also reflects the company's inability to tap into a product
portfolio designed for markets that have long been geared toward
small- and mid-size cars.

Chrysler Automotive LLC is headquartered in Auburn Hills,
Michigan.


CHRYSLER LLC: DBRS Places 'B' Issuer Rating On Negative Review
--------------------------------------------------------------
DBRS has placed the ratings of Chrysler LLC Under Review with
Negative Implications.  The rating action reflects the
structural deterioration of the company's operations in North
America brought on by high oil prices and a slowing U.S.
economy.  Negative developments include these:

(1) A slowing U.S. economy precipitated by the collapse in the
housing market has contributed to a sharp decline in the demand
for automobiles.

(2) Persistent high oil prices have accelerated the change in
consumer preference to more fuel-efficient vehicles, which is
the strength of the Asian manufacturers.  This has added to the
Company's challenge of stabilizing its market share.

(3) The sharp deterioration in residential construction has
further dampened the demand for pickup trucks, one of the
Company's more profitable products.  Worsening market conditions
in North America, especially for large sports utility vehicles
and pickup trucks, has added headwinds to Chrysler's turnaround
efforts.

Chrysler LLC

Issuer Rating                    Under Review - Negative B
First Lien Secured Credit        Under Review - Negative B(high)
Facility
Second Lien Secured Credit       Under Review - Negative B(low)
Facility

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- a unit of Cerberus Capital
Management LP, produces Chrysler, Jeep(R), Dodge and Mopar(R)
brand vehicles and products.  The company has dealers worldwide,
including Canada, Mexico, U.S., Germany, France, U.K.,
Argentina, Brazil, Venezuela, China, Japan and Australia.


CLINICA PRIVADA: Trustee to File Individual Reports Today
---------------------------------------------------------
Roque Alberto Pepe, the court-appointed trustee for Clinica
Privada Pilar 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
June 25, 2008.

Mr. Pepe verified creditors' proofs of claim until May 5, 2008.  
He will submit to court a general report containing an audit of
Clinica Privada's accounting and banking records on
Aug. 22, 2008.

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

The trustee can be reached at:

         Roque Alberto Pepe
         Argentina 5785
         Buenos Aires, Argentina


ECOLANA SA: Proofs of Claim Verification Deadline Is Sept. 1
------------------------------------------------------------
Mario Lopez, the court-appointed trustee for Ecolana SA's
bankruptcy proceeding, verifies creditors' proofs of claim until
Sept. 1, 2008.

Mr. Lopez will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 4 in Buenos Aires, with the assistance of Clerk
No. 7, 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 Ecolana 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 Ecolana's accounting
and banking records will be submitted in court.

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

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

The debtor can be reached at:

           Ecolana SA
           Rodriguez Pena 447
           Buenos Aires, Argentina

The trustee can be reached at:

           Mario Lopez
           Tte. Gral. J. D. Peron 1610
           Buenos Aires, Argentina


FERRO CORP: Discloses US$200 Million Debt Offering
-------------------------------------------------
Ferro Corp. disclosed a proposed public offering of US$200
million in aggregate principal amount of Senior Notes due 2016.
The Company intends to use the net proceeds from the offering
and available cash, including borrowings under its revolving
credit facility, to purchase or redeem all of its outstanding 9
1/8% Senior Notes due 2009, to pay accrued and unpaid interest
on all such indebtedness, to pay all premiums and transactions
expenses associated therewith, and for general corporate
purposes.  The exact terms and timing of the offering will
depend upon market conditions and other factors.

Credit Suisse Securities (USA) LLC, Citigroup Global Markets
Inc. and J.P. Morgan Securities Inc. are acting as joint
bookrunning managers for the offering.

Ferro Corp. is making the offering pursuant to an effective
shelf registration statement previously filed with the
Securities and Exchange Commission.  This offering will be made
solely by means of a prospectus.

                    About Ferro Corporation

Ferro Corporation (NYSE: FOE) -- http://www.ferro.com/-- is a    
supplier of technology-based performance materials for
manufacturers.  Ferro materials enhance the performance of
products in a variety of end markets, including electronics,
solar energy, telecommunications, pharmaceuticals, building and
renovation, appliances, automotive, household furnishings, and
industrial products.  Headquartered in Cleveland, Ohio, the
company has approximately 6,300 employees globally and reported
2007 sales of US$2.2 billion.

The company has subsidiaries in Argentina, Australia, France,
Germany, Brazil, China, Spain , Hong Kong and Korea, among
others.


FERRO CORP: Moody's Rates US$200 Mil. Senior Unsec. Notes at B2
---------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Ferro
Corporation's new US$200 million senior unsecured notes due
2016.

Moody's also affirmed the company's other ratings (B1 Corporate
Family Rating).  Proceeds from the offering will be used to
repay the company's US$200 million senior secured notes due
2009; the company issued a tender offer for these notes on
Friday June 20, 2008.  The company's outlook remains positive.

The company's B1 corporate family rating reflects its elevated
leverage (>4.0x incorporating Moody's Global Standard
Adjustments to Financial Statements), limited free cash flow,
the expectation that the company will continue to restructure or
exit underperforming product lines, and relatively low, albeit
improving, EBITDA margins for a specialty chemical company. The
ratings are supported by an improving financial profile, leading
market positions in porcelain, glass and enamel coatings and
sustainable market positions in electronic materials. The B2
rating on the new unsecured notes due 2016 reflects their
subordination to a substantial amount of secured debt in the
credit facility and term loan.

The positive outlook reflects the company's strong placement in
the B1 rating category and the expectation of further
improvements to operating performance and meaningful debt
reduction over time.  While the company continues to improve
financial performance, progress has been slowed by the
significant increases in many commodity and energy prices,
though Ferro has been impacted to a lesser degree than many
other specialty chemical companies.  The company continues to
implement cost reduction initiatives.  As previously noted the
company may sell underperforming product lines and use cash to
repay debt.  Free cash flow will be limited over the next 12-18
months due to increases in working capital, contributions to its
pension plan and elevated capex. "Although Ferro's rating maps
to the "Ba" category utilizing Moody's Chemicals Industry Rating
Methodology, cash flow to debt metrics are currently at or below
the minimum required for the "Ba" category.  Additionally, given
the potential negative impact of higher energy and commodity
prices, Moody's is not yet willing to consider a higher rating."
stated John Rogers, Senior Vice President at Moody's.

Ratings Assigned:

Issuer: Ferro Corporation

   -- Senior Unsecured Regular Bond/Debenture, Assigned B2
      (LGD5; 74%)

The rating on the company's 2009 notes will be withdrawn upon
completion of the tender offer.

Ferro Corporation (NYSE: FOE) -- http://www.ferro.com/-- is a    
supplier of technology-based performance materials for
manufacturers.  Ferro materials enhance the performance of
products in a variety of end markets, including electronics,
solar energy, telecommunications, pharmaceuticals, building and
renovation, appliances, automotive, household furnishings, and
industrial products.  Headquartered in Cleveland, Ohio, the
company has approximately 6,300 employees globally and reported
2007 sales of US$2.2 billion.

The company has subsidiaries in Argentina, Australia, France,
Germany, Brazil, China, Spain , Hong Kong and Korea, among
others.


FERRO CORP: S&P Rates US$200 Mil. Senior Unsecured Notes at B
-------------------------------------------------------------
Standard & Poor's Ratings Services has affirmed its 'B+'
corporate credit and secured debt ratings on Ferro Corp.  S&P
also assigned a 'B' rating to the company's proposed US$200
million senior unsecured notes due 2016 as well as a recovery
rating of '5', indicating the expectation for modest (10% to
30%) recovery in the event of a payment default.  Proceeds from
the offering will be used to redeem US$200 million of secured
debt maturing in 2009.  The outlook is stable.

"Near-term positives include the potential that cash flow
protection measures will continue to strengthen and the benefits
of restructuring actions," said Standard & Poor's credit analyst
Wesley E. Chinn.  "However, difficult conditions in U.S.
packaging, automotive, and building and construction markets and
raw material cost pressures are tempering factors, and the
cushion related to the leverage ratio covenant under the credit
facility may only be moderate this year."

The ratings on Ferro, a producer of ceramic glaze, porcelain
enamel coatings, electronic materials, and inorganic pigments
and colorants, reflect vulnerability to raw material costs,
challenging conditions in certain U.S. markets tempering overall
earnings progress in the near term, low operating margins in
organic specialties product lines, and aggressive debt leverage.
Partly offsetting these negatives are a meaningful, diverse
chemicals portfolio (generating revenues of about US$2.3
billion), good geographic and customer diversification, and
ongoing initiatives to lower the cost structure and improve the
product mix.

Ferro Corporation (NYSE: FOE) -- http://www.ferro.com/-- is a    
supplier of technology-based performance materials for
manufacturers.  Ferro materials enhance the performance of
products in a variety of end markets, including electronics,
solar energy, telecommunications, pharmaceuticals, building and
renovation, appliances, automotive, household furnishings, and
industrial products.  Headquartered in Cleveland, Ohio, the
company has approximately 6,300 employees globally and reported
2007 sales of US$2.2 billion.

The company has subsidiaries in Argentina, Australia, France,
Germany, Brazil, China, Spain , Hong Kong and Korea, among
others.


FORD MOTOR: DBRS Reviews Ratings on Decline of Operations
---------------------------------------------------------
DBRS has placed the ratings of Ford Motor Company, Ford Motor
Credit Company LLC and Ford Credit Canada Limited Under Review
with Negative Implications.  The rating action reflects the
structural deterioration of the company's operations in North
America brought on by high oil prices and a slowing U.S.
economy.  Negative developments include these:

(1) A slowing U.S. economy precipitated by the collapse in the
housing market has contributed to a sharp decline in the demand
for automobiles.

(2) Persistent high oil prices have accelerated the change in
consumer preference to more fuel-efficient vehicles, which is
the strength of the Asian manufacturers.  This has added to the
Company's challenge to stabilize its market share.

(3) The sharp deterioration in residential construction has
further dampened the demand for pickup trucks, one of the
Company's more profitable products.  Worsening market conditions
in North America, especially for large sports utility vehicles
and pickup trucks, has added headwinds to Ford's turnaround
efforts.

Ford Motor Company

Issuer Rating Under Review - Negative B(low)
Long-Term Debt Under Review - Negative CCC(high)
Senior Secured Credit Facilities Under Review - Negative B(high)

Ford Motor Credit Company LLC
Issuer & Long-Term Debt Under Review - Negative B
Short-Term Debt Under Review - Negative R-4

Ford Credit Canada Limited
Long-Term Debt Under Review - Negative B

Ford Credit Canada Limited Commercial Paper Under Review -
Negative R-4

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles   
in 200 markets across six continents.  With about 260,000
employees and about 100 plants worldwide, the company's core and
affiliated automotive brands include Ford, Jaguar, Land Rover,
Lincoln, Mercury, Volvo, Aston Martin, and Mazda.  The company
provides financial services through Ford Motor Credit Company.

The company has operations in Japan in the Asia Pacific region.
In Europe, the company maintains a presence in Sweden, and the
United Kingdom.  The company also distributes its brands in
various Latin American regions, including Argentina and Brazil.


GMAC LLC: DBRS Cuts Rating to B on High Exposure to ResCap
----------------------------------------------------------
DBRS has downgraded the long-term ratings of GMAC, LLC  and its
related entities, including its Issuer and Long-Term Debt rating
to B from BB(low).  The trend on the ratings remains Negative.

This rating action considers GMAC's increased exposure to
Residential Capital LLC, its increasingly encumbered balance
sheet and the overall earnings pressures facing its core
automotive business.

Through a series of recent transactions which were designed to
address the short-term liquidity needs of ResCap, GMAC has
significantly increased its exposure to its weaker subsidiary,
ResCap. In addition to the US$3.5 billion secured credit
facility it provided to ResCap, GMAC has increased the MSR
facility that was entered into during the first quarter of 2008
US$750 million to US$1.2 billion and significantly increased the
advance rate from 50% to 85%.  Additionally, GMAC Commercial
Finance has agreed to provide ResCap a receivables factoring
facility which will purchase from ResCap US$600 million of
servicing advances on a non-recourse basis.  GMAC also
contributed US$250 million of ResCap debt for preferred units of
IB Finance Holdings, LLC, the owner of GMAC Bank.

Furthermore GMAC has agreed to acquire 100% of ResCap's resort
finance business for an initial cash purchase price equal to 90%
of the net book value of the business.  In DBRS's opinion, these
transactions continue the trend of ResCap drawing capital from
GMAC at a time when GMAC's core automotive finance business is
being pressured.  Given the current level of exposure to ResCap,
DBRS has increased the rating linkage between the two companies.  
Further, DBRS would consider additional financial support of
ResCap, to the extent that it impairs GMAC's ability to support
or fund its core automotive financing segment, as a significant
negative rating factor.  DBRS has lowered ResCap's Issuer rating
to CCC.

DBRS acknowledges the significant debt refinancing GMAC has
recently achieved.  Notably, GMAC has obtained a new, globally
syndicated US$11.4 billion senior secured revolving credit
facility with a three-year maturity (the size of the facility
decreases to US$7.9 billion at the conclusion of the second
year).  In DBRS' opinion, this refinancing along with the
renewal of the
US$10 billion syndicated commercial paper back-up facility, New
Center Asset Trust, significantly improves GMAC's near-term
liquidity position.  However, a notable consequence of these
transactions is a more encumbered balance sheet, thereby
reducing future funding flexibility and decreasing the credit
protection of the unsecured creditor.

Further, this rating action reflects the escalating pressures to
GMAC's core automotive financing business.  Profitability
measures have been negatively impacted by increased credit
costs, elevated funding costs, the reduced industry wide
liquidity and the overall weakened economic environment.  
Moreover, the declines in GM automotive sales will likely lead
to a reduction in new auto loan originations volume and may also
add stress to the wholesale portfolio, both of which will likely
reduce GMAC's core auto business profitability.

The Negative trend reflects DBRS's expectations that, given the
aforementioned factors, including continued losses at ResCap,
GMAC' s earning and balance sheet will be under intensified
pressure in the near term.

GMAC LLC -- http://www.gmacfs.com/-- formerly General Motors
Acceptance Corporation, is a global, diversified financial
services company that operates in approximately 40 countries in
automotive finance, real estate finance, insurance and other
commercial businesses.  GMAC was established in 1919 and employs
approximately 26,700 people worldwide.  Cerberus Capital
Management LP bought 51% GMAC LLC stake from General Motors
Corp. on December 2006.  GMAC reported a first quarter 2008
consolidated net loss of US$589 million.

In Latin America, the company has operations in Argentina,
Brazil, Chile, Colombia, Ecuador, Mexico, Venezuela.


GMAC LLC: S&P Puts 'B' Rating Under Negative Watch
--------------------------------------------------
Standard & Poor's Ratings Services is placing its 'B' long-term
counterparty credit rating on GMAC LLC on CreditWatch with
negative implications.  The CreditWatch reflects S&P's decision
to review GMAC's rating in light of the increased challenges at
its parent, General Motors Corp. (GM, 49% owner).  "High
gasoline prices are the primary cause of the increasingly
challenging operating conditions for GM, and hence GMAC," said
Standard & Poor's credit analyst John Bartko.
     
The review, which S&P are also undertaking on other rated U.S.
automakers, was prompted by renewed concerns about GM's
prospective cash outflows in light of the prospects for U.S.
sales for the rest of 2008 and into 2009.  The erosion of demand
for SUVs and pickups has been particularly troubling.  Although
these segments have been weak for some time, the exodus in
demand that began in April, caused by escalating gas prices and
consumer preferences for smaller vehicles, is gathering speed.  
Despite concerted efforts to change the mix of product offerings
and reduce costs, GM still relies on light trucks for a
disproportionate share of profitability and cash flow.
     
S&P had assigned a negative outlook to GM on May 22, 2008, but
the demand prospects for light trucks, and lower sales more
broadly over the rest of 2008, could undermine financial
prospects more than S&P previously expected, even in light of
successful and substantial cost reductions.
     
In addition to the mounting macroeconomic challenges facing its
parent, and thus GMAC's, auto finance business, GMAC also must
contend with the continuing challenges of its mortgage affiliate
Residential Capital LLC, which recently executed what S&P
consider to be a distressed debt exchange resulting in its
rating being lowered temporarily to 'SD' (selective default; not
a legal default, but rather a default as defined by its
criteria).
     
S&P will review GM's financial and liquidity outlook, as well as
general U.S. and global automotive industry conditions, to
resolve the CreditWatch review.

GMAC LLC -- http://www.gmacfs.com/-- formerly General Motors
Acceptance Corporation, is a global, diversified financial
services company that operates in approximately 40 countries in
automotive finance, real estate finance, insurance and other
commercial businesses.  GMAC was established in 1919 and employs
approximately 26,700 people worldwide.  Cerberus Capital
Management LP bought 51% GMAC LLC stake from General Motors
Corp. on December 2006.  GMAC reported a first quarter 2008
consolidated net loss of US$589 million.

In Latin America, the company has operations in Argentina,
Brazil, Chile, Colombia, Ecuador, Mexico, Venezuela.


KUSHAN SRL: Trustee to File General Report in Court Tomorrow
------------------------------------------------------------
Maria Gabriela Diepenbrock, the court-appointed trustee for
Kushan S.R.L.'s bankruptcy proceeding, will submit to the
National Commercial Court of First Instance in Santa Fe a
general report containing an audit of the firm's accounting
and banking records will be submitted in court on June 26, 2008.

Ms. Diepenbrock verified creditors' proofs of claim until
March 28, 2008.  She file the validated claims as individual
reports in court on May 13, 2008.  

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

The trustee can be reached at:

          Maria Gabriela Diepenbrock
          Tucuman 1657
          Buenos Aires, Argentina


LANCI IMPRESORES: Trustee to File Individual Reports Today
----------------------------------------------------------
Estudio Ramil, Macias, Bisignano y Cacace -- the court-appointed
trustee for Lanci Impresores S.R.L.'s reorganization proceeding
-- will present the validated claims as individual reports in
the National Commercial Court of First Instance in Buenos Aires
on June 25, 2008.

Ms. Barbieri verified creditors' proofs of claim until May 13,
2008.  She will submit a general report containing an audit of
Lanci Impresores' accounting and banking records on Aug. 22,
2008.

Creditors will vote to ratify the completed settlement plan  
during the assembly on Feb. 19, 2009.

The trustee can be reached at:

        Estudio Ramil, Macias, Bisignano y Cacace
        Lavalle 1619
        Buenos Aires, Argentina


PETROBRAS ENERGIA: Enters Into Drilling Contract With Transocean
----------------------------------------------------------------
Thomson Financial News reports that Petrobras Energia S.A. has
entered into a 10-year drilling contract with Transocean Inc.

According to Thomson Financial, the contract covers worldwide
operations.  Petrobras Energia has an option to extend the term
of the contract by up to 10 years.  The contract would begin in
the third quarter of 2009.

Thomson Financial notes that Transocean said contract revenue
from the first 10 years would be US$1.68 billion.

Transocean said its subsidiaries reached an accord with units of
Petrobras Energia and Mitsui to purchase an ultra-deepwater
drillship under a capital lease contract, Thomson Financial
states.

                       About Transocean

Transocean Inc. is an international provider of offshore
contract drilling services for oil and gas wells.  As of
Feb. 20, 2008, the company owned, had partial ownership
interests in or operated 139 mobile offshore drilling units.  
Its fleet included 39 high-specification floaters (ultra-
deepwater, deepwater and harsh environment semisubmersibles, and
drillships), 29 midwater floaters, 10 high-specification
jackups, 57 standard jackups and four other rigs.  As of
Feb. 20, 2008, the company also has eight ultra-deepwater
floaters contracted for or under construction.  The company’s
primary business is to contract these drilling rigs, related
equipment and work crews primarily on a day rate basis to drill
oil and gas wells.

                     About Petrobras Energia

Petrobras Energia S.A. is headquartered in Buenos Aires,
Argentina.  Its majority owner, Petrobras, is based in Rio de
Janeiro, Brazil.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 12, 2008, Fitch Ratings affirmed both the foreign currency
and local currency issuer default ratings of Petrobras Energia
S.A. at 'BB.'  Fitch said the rating outlook for all issuer
default ratings is stable.  These issuances, senior unsecured
notes due 2009; senior unsecured notes due 2010; senior
unsecured notes due 2011; and senior unsecured notes due 2013,
were affirmed at 'BB'.

On October 2007, Moody's Investors Service assigned
a Ba1 global local currency issuer rating to Petrobras Energia
S.A., and affirmed its Ba2 foreign currency rating for bonds
issued under the US$2.5 billion Obligaciones Negociables
program, and the Baa1 FCBR for the Series S bonds based on a
Petrobras standby purchase agreement.


RESIDENTIAL CAPITAL: DBRS Gives 'CCC' Rating on 8.500% Sr. Notes
----------------------------------------------------------------
DBRS has downgraded the Issuer Rating of Residential Capital,
LLC to CCC from B(low).  Concurrently, DBRS has downgraded the
existing senior unsecured notes to CC(high) from CCC and the
existing subordinate unsecured notes to CC(high) from CCC(low).  
Further, DBRS has assigned a CCC rating to the newly issued
8.500% Senior Secured Guaranteed Notes due 2010 and has assigned
CC (high) to the 9.625% Junior Secured Guaranteed Notes due
2015.  The trend on all ratings is Negative.  Finally, the
existing ratings have been removed from Under Review with
Negative
Implications.  

The rating actions follow DBRS's review of ResCap's new debt and
balance sheet structure and its maturity profile, which is the
result of the recent debt tender and exchange offer and the
addition of the US$3.5 billion secured credit facility provided
to ResCap by its ultimate parent, GMAC, LLC.  While DBRS
recognizes that the aforementioned transactions and the other
liquidity initiatives – combined with support gained from GMAC
and its shareholders – have improved ResCap's near-term
liquidity profile, in DBRS's opinion, the company still faces
significant medium-term liquidity pressures.  ResCap is reliant
on asset sales to meet its debt maturities and, given the
current difficult market conditions, DBRS is concerned that
proceeds from the assets sales may not be sufficient to satisfy
its longer-dated obligations.  

Furthermore, these transactions have encumbered the vast
majority of the Company's assets, removing financial
flexibility.  The Issuer Rating factors in the selective default
by ResCap, which was the result of the debt exchange.  The
notching between the Issuer Rating, the Junior Secured
Guaranteed Note due 2015 rating and the outstanding unsecured
rated debt reflects DBRS policy.  

Given the current environment, DBRS views ResCap's ongoing
business fundamentals as weak, as ResCap continues to face
pressures from the slowed U.S. housing market which has lowered
already depressed origination volume, thereby pressuring margins
and reducing earnings potential.

ResCap's new senior secured notes due in 2010 have been assigned
Recovery Ratings of RR4.  The RR4 reflects DBRS's expectations
that debtholders would experience an average recovery in the
event of default as GMAC has a priority lien to secure the
revolving facility.  Furthermore, the new Junior Secured
Guaranteed Notes due in 2015 and the legacy existing ResCap
unsecured notes carry a recovery rating of RR6, reflecting their
poor recovery prospects given the extent of the assets that have
been pledged to the GMAC facility and the new senior secured
notes.  As a result, DBRS has assigned these notes a rating of
CC (high), two notches below ResCap's Issuer Rating of CCC.

The trend remains Negative, reflecting the continued and
intensifying cash flow and balance sheet pressure ResCap is
under as its manages legacy portfolios and liquidates its
assets.

Headquartered in Minneapolis, Minnesota, Residential Capital LLC
-- http://www.rescapholdings.com/-- is the home mortgage unit
of GMAC Financial Services, which is in turn wholly owned by
GMAC LLC.  Its Latin American operations are located in
Argentina, Brazil, Chile, Colombia, Mexico and Venezuela.


STARCEL SRL: Creditors to Vote on Settlement Proposal Tomorrow
--------------------------------------------------------------
Starcel S.R.L.'s creditors will vote to ratify the completed
settlement plan during an informative assembly on June 26, 2008.

Ruggiero, Cordero & Suarez, the court-appointed trustee for
Starcel's reorganization proceeding, verified creditors' proofs
of claim until Sept. 7, 2007.  Ruggiero, Cordero presented the
validated claims in court as individual reports on Nov. 30,
2007.  The National Commercial Court of First Instance in Mar
del Plata, Buenos Aires, determined if the verified claims are
admissible, taking into account the trustee's opinion, and the
objections and challenges that will be raised by Starcel and its
creditors.  The trustee also submitted to court a general report
containing an audit of Starcel's accounting and banking records
on Feb. 15, 200e.

The debtor can be reached at:

         Starcel S.R.L.
         Belgrano 3172, Mar del Plata
         Buenos Aires, Argentina

The trustee can be reached at:

         Ruggiero, Cordero & Suarez
         Avenida Luro 3894, Mar del Plata
         Buenos Aires, Argentina


TOSKO'S SRL: Proofs of Claim Verification Deadline Is Aug. 28
-------------------------------------------------------------
Maria Orazi, the court-appointed trustee for Tosko'S SRL's
bankruptcy proceeding, verifies creditors' proofs of claim until
Aug. 28, 2008.

Ms. Orazi will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 4 in Buenos Aires, with the assistance of Clerk
No. 7, 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 Tosko'S 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 the accounting and
banking records of Tosko'S will be submitted in court.

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

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

The debtor can be reached at:

           Tosko'S SRL
           Esmeralda 339
           Buenos Aires, Argentina

The trustee can be reached at:

           Maria Orazi
           Tucuman 1484
           Buenos Aires, Argentina



=============
B A H A M A S
=============

TUPPERWARE BRANDS: S&P Puts BB Rating on CreditWatch Positive
-------------------------------------------------------------
Standard & Poor's Ratings Services has placed the 'BB' rating on
Orlando, Fla.-based Tupperware Brands Corp. on CreditWatch with
positive implications.  S&P could affirm or raise the rating
following the resolution of the CreditWatch listing.  As of
March 31, 2008, Tupperware had about US$644 million of reported
debt.

"The CreditWatch placement follows the company's improved
operating performance over recent quarters, its ongoing debt-
reduction efforts, and our expectations for strengthened credit
measures that should remain stronger than medians for the
rating," said Standard & Poor's credit analyst Christopher
Johnson.  For first-quarter 2008, revenues increased about 19%
over the previous year, as a result of strong emerging market
sales growth, improving growth in North America, and the ongoing
expansion of beauty products.

"Standard & Poor's will review the company's financial and
operating performance to resolve the CreditWatch listing," he
continued.

Headquartered in Orlando, Florida, Tupperware Brands Corporation
(NYSE: TUP) -- http://www.tupperware.com/-- is a portfolio of
global direct selling companies, selling premium innovative
products across multiple brands and categories through an
independent sales force of 2.0 million.  Product brands and
categories include design-centric preparation, storage and
serving solutions for the kitchen and home through the
Tupperware brand and beauty and personal care products for
consumers through the Avroy Shlain, BeautiControl, Fuller,
NaturCare, Nutrimetics, Nuvo and Swissgarde brands.

The company has operations in Indonesia, Argentina, Australia,
Bahamas, Brazil, China, France, Germany, Philippines,
Spain, and Sweden.



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

INTELSAT LTD: Subsidiaries To Offer Senior Notes & Repay Loans
--------------------------------------------------------------
Intelsat Ltd.'s subsidiary, Intelsat (Bermuda), Ltd., has
intended to offer an aggregate principal amount of approximately
US$2.8 billion of 11-1/4% senior notes due 2017 and an aggregate
principal amount of approximately US$2.2 billion of 11-1/2% /
12-1/2% senior PIK election notes due 2017, the net proceeds of
which, together with cash on hand, will be used to repay in full
Intelsat Bermuda’s outstanding senior unsecured bridge loan
credit agreement and senior unsecured PIK election bridge loan
credit agreement.

Intelsat Intermediate Holding Company, Ltd., another subsidiary,
has intended to offer an aggregate principal amount at maturity
of approximately US$481.0 million of 9-1/2% senior discount
notes due 2015, the net proceeds of which, together with cash on
hand, will be used to repay in full Intermediate Holdco’s
outstanding senior unsecured backstop loan credit agreement.

The company's other unit, Intelsat Subsidiary Holding Company,
Ltd., has intended to offer an aggregate principal amount of
approximately US$883.3 million of 8-1/2% senior notes due 2013
and an aggregate principal amount of approximately US$681.0
million of 8-7/8% senior notes due 2015, the net proceeds of
which, together with cash on hand, will be used to repay in full
Intelsat Sub Holdco’s outstanding senior unsecured backstop loan
credit agreements.

The bridge and backstop loans being repaid with the proceeds of
the notes were incurred:

   (i) in connection with the funding of the acquisition of
       Intelsat Holdings, Ltd., the indirect parent of Intelsat,
       Ltd., by an entity formed by funds advised by BC Partners
       Holdings Limited, Silver Lake Partners and certain other
       equity investors and

  (ii) in connection with the funding of the change of control
       offers required by Intelsat Sub Holdco and Intermediate
       Holdco as a result of the Acquisition.

The notes referred to above will be offered to qualified
institutional buyers under Rule 144A and to persons outside the
United States under Regulation S. The notes will not be
registered under the Securities Act of 1933, as amended, and,
unless so registered, may not be offered or sold in the United
States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities
Act and applicable state securities laws.

                        About Intelsat Ltd.

Headquartered in Pembroke, Bermuda, Intelsat, Ltd. --
http://www.intelsat.com/-- is the largest fixed satellite
service operator in the world and is owned by Apollo Management,
Apax Partners, Madison Dearborn, and Permira.  The company has a
sales office in Brazil.

Intelsat Ltd.'s balance sheet showed total assets of
US$12.05 billion, total debts of US$12.77 billion and
stockholders' deficit of US$722.3 million as of March 31, 2008.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 19, 2008, Standard & Poor's Ratings Services lowered its
corporate credit rating on Bermuda-based Intelsat Ltd. to 'B'
from 'B+' and removed the ratings from CreditWatch.  S&P said
the outlook is stable.



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

ABITIBIBOWATER INC: SVP Thor Thornsteinson to Retire August 1
-------------------------------------------------------------
Thor Thorsteinson disclosed his intention to retire as
AbitibiBowater Inc.'s Senior Vice President, International
Business Division, effective as of Aug. 1, 2008.

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/ -- produces a wide range of    
newsprint, commercial printing papers, market pulp and wood
products.  AbitibiBowater owns or operates 27 pulp and paper
facilities and 34 wood products facilities located in the United
States, Canada, the United Kingdom and South Korea.  
AbitibiBowater is also among the world's largest recyclers of
newspapers and magazines.  AbitibiBowater's shares trade under
the stock symbol ABH on both the New York Stock Exchange and the
Toronto Stock Exchange.

Following the required divestiture agreed to with the U.S.
Department of Justice, AbitibiBowater will own or operate 27
pulp and paper facilities and 35 wood products facilities
located in the United States, Canada, the United Kingdom and
South Korea. The company also has newsprint sales offices in
Brazil and Singapore.  The company's shares also trade at the
Toronto Stock Exchange under the stock symbol ABH.

                          *     *     *

As reported in the Troubled Company Reporter on April 16, 2008,
Standard & Poor's Ratings Services assigned recovery ratings to
the senior unsecured debt issues of AbitibiBowater Inc.,
Abitibi-Consolidated Inc., and Bowater Inc.  At the same time,
S&P lowered the issue-level rating on these debts to 'CCC+' from
'B-'.


BANCO NACIONAL: Launches European Savings Account
-------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social SA has
offered investments in Euros by launching its latest product
"Inversion a la vista en euros," attracting savings in European
currency, Inside Costa Rica reports.

According to the report, the deal will provide customers an
alternative in the management of their funds and greater
diversification in currency.  Customers should maintain at least
EUR2,000 balance and withdrawals must be of at least EUR500.  
The account earns an interest of 1.15% to 1.4%, the report says.

The report says that the new savings account offering is not
time-limited and the funds can be retracted or the account
closed at any time.

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

                        *     *     *

Banco Nacional currently carries a Ba2 foreign long-term bank
deposit rating from Moody's Investors Service, and a BB+ long-
term foreign issuer credit rating from Standards and Poor's
Ratings Services. The ratings were assigned in August and May
2007.


BUNGE LTD: To Buy Corn Products International for US$4.8 Billion
----------------------------------------------------------------
Bunge Limited and Corn Products International, Inc., have
entered into a definitive agreement in which Bunge will acquire
Corn Products in an all-stock transaction.  The aggregate
transaction value is approximately US$4.8 billion, including
assumption of approximately US$414 million of Corn Products' net
debt.

Under the terms of the agreement, approved by the Boards of
Directors of both companies, Corn Products stockholders will
receive common shares of Bunge with a market value of US$56 for
each share of Corn Products common stock that they own, subject
to adjustment.  Following the closing of the transaction, Corn
Products stockholders will own approximately 21% of Bunge's
fully diluted shares.

"Combining with Corn Products provides a unique opportunity for
Bunge to establish an integrated, global presence in the corn
value chain, which is highly complementary to our existing
operations," Bunge Limited's Chairperson and Chief Executive
Officer, Alberto Weisser stated.  "Corn Products is the leading
pure-play franchise in corn refining and will add higher-margin
starch and sweetener products to Bunge's product portfolio,
expand our operations in important growth markets, and diversify
our revenue stream with a solid cash flow business."

Corn Products International Chairperson, President and CEO, Sam
Scott said, "I am excited by this combination.  It represents a
terrific opportunity to create value for our stockholders,
enhance opportunities for our employees and provide benefits to
our global partners and customers.  Our stockholders will have
an ongoing equity interest in a combined company that is well-
positioned to serve customers around the world with a broad
product portfolio, integrated distribution network and
innovative products."

Upon closing of the transaction, Corn Products will become a
wholly owned subsidiary of Bunge, and Mr. Scott will join
Bunge's Board of Directors.

     Commercial, Geographic and Operational Opportunities

The combination of Bunge and Corn Products will create a larger,
more diversified and competitive global provider of agribusiness
and food products.

   -- Enhanced product portfolio: By adding Corn Products'
      value-added sweeteners, starches and other ingredients to
      Bunge's portfolio of agribusiness, fertilizer, edible oil
      and milling products, the combined company will be well
      positioned to serve growing global demand for a broad
      array of agribusiness and food products.  The global
      market for sweeteners and starches is growing at
      approximately 5% per year.

   -- Stronger presence in attractive geographies:  The
      combination brings together the companies' established
      strengths in core geographies, including the United
      States, Brazil and Argentina.  It also provides
      opportunities to build on each other's asset networks to
      expand in high growth geographies, such as China, Mexico,
      India, South America, Southeast Asia and Africa.

   -- Complementary customer bases:  By creating common and more
      efficient distribution channels and improved sales and
      product development capabilities, the combined company
      will be able to increase its presence in shared customer
      segments, such as processed food, bakery, animal feed and
      brewing, while serving a larger and more diverse set of
      customers overall.

   -- Financially compelling: Bunge expects to achieve estimated
      annual cost synergies and incremental profit opportunities
      of US$100 million to US$120 million, including savings in
      areas such as procurement, logistics and elimination of
      duplicate costs.  Additionally, the all-stock transaction
      strengthens the company's balance sheet for future growth.
    
Mr. Weisser continued: "Corn Products has all the right elements
-- a culture that mirrors Bunge's, a rich heritage of providing
high quality products, proven financial success and a customer-
focused mindset.  We look forward to welcoming Corn Products'
talented global team to Bunge and working together to create
value for our shareholders, customers and employees."

After the combination of Bunge's and Corn Products' global
operations, Bunge will have approximately 32,000 employees and
operations in 40 countries.  Neither company expects the closure
of any industrial facilities as a result of this transaction.
Following the closing, Corn Products will maintain its
operational headquarters in Westchester, Illinois, continue its
ongoing commitments to the local communities in which it
operates and continue to use the Corn Products brand name.

In 2007, Bunge reported net income of US$778 million and
generated total segment EBIT of US$1,230 million.  During the
same period, Corn Products reported net income of US$198 million
and operating income of US$347 million.

Separately, Bunge also announced an increase in its 2008 annual
earnings guidance.

                       Transaction Details

Under the terms of the agreement, each share of Corn Products
common stock will be exchanged for a fraction of a common share
of Bunge determined by dividing US$56 by the volume weighted
average closing  price of a Bunge common share on the New York
Stock Exchange for the 15 trading days ending on the second
trading day prior to the date of the Corn Products stockholders
meeting, provided that if this average closing price is equal to
or greater than US$133.10, each share of Corn Products common
stock will be exchanged for 0.4207 of a Bunge common share, and
if this average closing price is equal to or less than
US$108.90, each share of Corn Products common stock will be
exchanged for 0.5142 of a Bunge common share.

The exchange of shares in the transaction is expected to qualify
as a tax- free reorganization, allowing Corn Products
stockholders to defer any gain on their shares for U.S. income
tax purposes.

The transaction is expected to close in the fourth quarter of
2008 and is subject to the satisfaction of customary closing
conditions, including receipt of regulatory clearances, as well
as approval by the shareholders of both companies.

Credit Suisse Securities (USA) LLC and Morgan Stanley and Co.
Incorporated are acting as financial advisors to Bunge and
Shearman & Sterling LLP is serving as legal advisor.  Lazard is
acting as financial advisor to Corn Products, and Sidley Austin
LLP is serving as legal advisor. J.P. Morgan Securities Inc.
also provided a fairness opinion to the Board of Corn Products.

                         About Bunge Ltd.

Headquartered in White Plains, New York, Bunge Ltd. (NYSE: BG)
is a global agribusiness company which supplies fertilizer to
farmers, originates, transports and processes oilseeds, grains
and other agricultural commodities worldwide, produces food
products for commercial customers and consumers, and supplies
raw materials and services to the biofuels industry in South
America and Asia.  The company has operations in Brazil, Peru
and Argentina.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Nov. 8, 2007, Standard & Poor's Ratings Services assigned its
'BB' rating to Bunge Ltd.'s US$750 million of 5.125% cumulative
mandatory convertible preference shares.  At the same time, S&P
affirmed its 'BBB-' long-term corporate credit and other ratings
on Bunge with a stable outlook.  Pro forma for the new issue,
about US$4.2 billion of debt and preference shares of the
company are rated.  Proceeds from this issue will be used to
repay debt and for general corporate purposes.


CYRELA BRAZIL: Inks Memorandum of Understanding for Agra Merger
---------------------------------------------------------------
Cyrela Brazil Realty S.A. Empreendimentos e Participacoes and
Agra Empreendimentos Imobiliarios S.A. have signed a Memorandum
of Understanding, which defines the main terms of the
integration between Cyrela and Agra, through the merger of Agra
into Cyrela, to take place pursuant to the "Lei das Sociedades
por Acos".

The combination of the two companies will consolidate Cyrela's
leading position in the real estate development market with a
landbank of approximately BRL30 billion in potential sales value
and launchings of approximately BRL10 billion in 2008, 65% of
which represents the combined company's relative share in the
launchings.  The main benefits to both companies' shareholders
will be the sum of talented and experienced teams, the resulting
business growth -- launchings in 2007 compared to launchings in
2006 represented a growth of 85% for Cyrela and 208% for Agra --
the excellent match of the landbank (Agra with a relevant
presence in the Northeast region and Cyrela in the Southeast
region) and the solid financial position of the combined
company.

On June 24, the companies will host conference calls to provide
additional details of the transaction.

    English
    June 24, 2008
    10:00 (EDT)
    11:00 (Brasilia)
    Tel.: +1 (973) 935-8893
    Code: 53322206

    Portuguese
    June 24, 2008
    11:00 (EDT)
    12:00 (Brasilia)
    Tel.: +55 (11) 2188-0188
    Code: AGRA / CYRELA

    For further information, please contact:
    Investor Relations of Cyrela:
    Phone: +55 (11) 4502-3153
    e-mail: ri@cyrela.com.br
    http://www.cyrela.com.br/ir

    Investor Relations of Agra:
    Phone: +55 (11) 3527-0202
    E-mail: ri@agra.com.br
    http://www.agra.com.br/ir

                           About Agra

Agra Empreendimentos Imobiliarios SA is a Brazil-based holding
company engaged in the real estate and construction sectors.  It
is mainly involved in the acquisition, construction and sale of
residential and commercial real estate properties, including
hotels.  The company’s subsidiaries include SCP-ABC Realty de
Investimentos Imob Ltda., Altair Incorporadora Ltda. and Arawete
Empreendimentos Imob Ltda.  It operates in the cities of Sao
Paulo, Rio de Janeiro, Salvador and Recife.

                         About Cyrela

Headquartered in Sao Paulo, Brazil, Cyrela Brazil Realty S.A.
Empreendimentos e Participacoes --
http://www.brazilrealty.com.br/-- is the most complete company
of the Brazilian real estate market, acting as a residential
real estate developer in 14 Brazilian states and in Argentina;
it also operates in the construction and real estate brokerage
segments.  The company is listed on the Bovespa's Novo Mercado
under the ticker CYRE3.

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
July 17, 2007, Standard & Poor's Ratings Services assigned its
'BB' rating to the 10-year unsecured and unsubordinated notes
denominated in Brazilian reals and payable in US dollars, in the
aggregate amount of BRL500 million, issued by Cyrela Brazil
Realty S.A. Empreendimentos e Participacoes.  At the same time,
S&P affirmed its 'BB' long-term corporate credit rating and its
'brAA-' Brazil National Scale corporate credit rating on Cyrela,
and its 'brAA-' issue rating on the company's seven-year
Brazilian reais BRL500 million debentures.  S&P said the outlook
is stable.

In July 2007, Fitch Ratings assigned a Foreign and Local
Currency Issuer Default Rating 'BB' to Cyrela Brazil Realty S.A.
Empreendimentos e Participacoes.  Fitch also assigned a rating
of 'BB' to its issuance of approximately BRL500 million real-
denominated unsecured notes due 2017, with payments of the notes
in U.S. dollars based on prevailing exchange rate of Reals per
U.S. dollar.  Proceeds of the issuance will be used to acquire
land and launch new developments, to provide more customer
financing, to pay debt, and also for other general corporate
purposes.  Fitch's outlook is stable.


ENERGISA SA: Reduces Electricity Losses in Year Ended May 2008
--------------------------------------------------------------
Energisa S.A.'s efforts to cut electricity losses are already
achieving positive results.  Losses fell by 0.73 percentage
points in the last 12 months ended May 2008.  

The Energisa group's Energisa Paraiba reported the best result,
reaching its lowest ever level, down from 20.48% to 19.03%.  
This is due to a major the energy fraud combating program
implemented at the group's largest distributor.

Energisa Nova Friburgo and Borborema reported 6.57% -- a drop of
1.16 percentage points -- and 7.3%, a drop of 1.02 percentage
points, respectively.  The distributors in Minas Gerais and
Sergipe had improved energy losses fall slightly, closing at
9.45% and 12.45%, respectively.  This year the Energisa group's
consolidated investment in this program will total
BRL41 million.  
      
Energisa SA -- http://www.energisa.com.br/-- is a holding
company that controls the electric energy distributors Sociedade
Anonima de Eletrificacao da Paraiba (Saelpa), Empresa Energetica
de Sergipe (Energipe), Companhia Forca e Luz Cataguazes-
Leopoldina, Companhia Energetica da Borborema, and Companhia de
Eletricidade de Nova Friburgo.  The group serves approximately
two million clients and has distributed 7,278 gigawatt hours in
2007 in the states of Paraiba, Sergipe, Minas Gerais, and Rio de
Janeiro.  The group's energy generation installed capacity is
insignificant.  The group's controlling shareholder is the
Botelho family.

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 24, 2008, Fitch Ratings assigned 'BB-' local and foreign
currency issuer default ratings to Energisa S.A.  Fitch said the
outlook is stable.


ENERGISA SA: Aneel Concludes Tariff Review of Two Units
-------------------------------------------------------
Brazil's national electric energy agency Aneel concluded on
June 17 the tariff review of two of Energisa SA units.

The average readjustment of the tariffs charged by Energisa Nova
Friburgo was +13.43% and Energisa Minas Gerais was -1.03%.  The
uncontrollable costs plus the financial components contributed
to an increase of 7.01% in the tariffs of Energisa Nova Friburgo
and an increase of 10.32% in the tariffs of Energisa Minas
Gerais.  Controllable costs -- which provides coverage for
operating expenditure, taxes and a return on the investment --
represented a 6.42% increase in the tariffs of Energisa Nova
Friburgo, while signifying a decrease of 11.35% in the tariffs
of Energisa Minas Gerais.  
      
Energisa SA -- http://www.energisa.com.br/-- is a holding
company that controls the electric energy distributors Sociedade
Anonima de Eletrificacao da Paraiba (Saelpa), Empresa Energetica
de Sergipe (Energipe), Companhia Forca e Luz Cataguazes-
Leopoldina, Companhia Energetica da Borborema, and Companhia de
Eletricidade de Nova Friburgo.  The group serves approximately
two million clients and has distributed 7,278 gigawatt hours in
2007 in the states of Paraiba, Sergipe, Minas Gerais, and Rio de
Janeiro.  The group's energy generation installed capacity is
insignificant.  The group's controlling shareholder is the
Botelho family.

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 24, 2008, Fitch Ratings assigned 'BB-' local and foreign
currency issuer default ratings to Energisa S.A.  Fitch said the
outlook is stable.


GENERAL MOTORS: DBRS Places Ratings Under Negative Review  
---------------------------------------------------------
DBRS has placed the ratings of General Motors Corporation and
General Motors of Canada Limited Under Review with Negative
Implications.  The rating action reflects the structural
deterioration of the company's operations in North America
brought on by high oil prices and a slowing U.S. economy.  
Negative developments include these:

(1) A slowing U.S. economy precipitated by the collapse in the
housing market has contributed to a sharp decline in the demand
for automobiles.

(2) Persistent high oil prices have accelerated the change in
consumer preference to more fuel-efficient vehicles, which are
the strength of the Asian manufacturers.  This has added to the
Company's challenge of stabilizing its market share.

(3) The sharp deterioration in residential construction has
further dampened the demand for pickup trucks, one of the
Company's more profitable products.  Worsening market conditions
in North America, especially for large sports utility vehicles
and pickup trucks, has added headwinds to GM's turnaround
efforts.

General Motors Corporation
Issuer Rating Under Review - Negative B (high)

General Motors Corporation
Commercial Paper Under Review - Negative R-5

General Motors Corporation
Long-Term Debt Under Review - Negative B

General Motors Corporation Ind. Dev.
Empower. Zone Rev. Bds., S2004 Under Review - Negative B

General Motors Corporation
Convertible Debentures Under Review - Negative B --

General Motors of Canada Limited
Commercial Paper Under Review - Negative R-5

General Motors of Canada Limited
Long-Term Debt Under Review - Negative


Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 266,000 people around the world and manufactures cars and
trucks in 35 countries, including the United Kingdom, Germany,
France, Russia, Brazil and India.  In 2007, nearly 9.37 million
GM cars and trucks were sold globally under the following
brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden,
HUMMER, Opel, Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's
OnStar subsidiary is the industry leader in vehicle safety,
security and information services.

At March 31, 2008, GM's balance sheet showed total assets of
US$145,741,000,000 and total debts of US$186,784,000,000,
resulting in a stockholders' deficit of US$41,043,000,000.  
Deficit, at Dec. 31, 2007, and March 31, 2007, was
US$37,094,000,000 and US$4,558,000,000, respectively.


HUNTSMAN CORP: Files US$3 Billion Lawsuit Against Apollo
--------------------------------------------------------
Huntsman Corp. has filed a lawsuit against Apollo Management
L.P. with the District Court of Texas in Montgomery County.  
Included in the filing are two Apollo partners, Leon Black and
Joshua Harris.

Among other things, Huntsman claims that Apollo had no intention
of consummating its US$28 per share merger with the company.  
Huntsman alleges that Apollo's "secret plan" was to stop its
planned merger with Basell Holdings and force it to sell at a
lower price.

In a regulatory filing, Huntsman discloses that Apollo had twice
tried to acquire the company.  Although Apollo eventually
offered US$26 per share, Huntsman decided to accept Basell AF's
offer of US$25.25 per share citing that Basell's proposal "could
be consummated more quickly and with greater regulatory
certainty."

In June 29, 2007, Apollo submitted a revised proposal for Hexion
Specialty Chemicals Inc. to acquire Huntsman for US$27.25 per
share.  While Basell argued that its proposal was still superior
since, in part, it had less completion risk, Hunstman terminated
its agreement with Basell saying that Apollo's offer was
superior.  As part of the termination, Hunstman paid a US$200
million termination fee, US$100 million of which came from
Hexion, to Basell.

On June 18, 2008, however, Hexion and Apollo filed a suit with
the Court of Chancery of the State of Delaware against Hunstman
claiming that the merger could not be completed since, among
others, Huntsman’s "debt has increased and its performance has
declined."

As reported in the Troubled Company Reporter-Europe on June 20,
2008, Huntsman said that it intends to vigorously enforce all of
its rights under the Merger Agreement and seek to consummate the
merger on the agreed terms.  Huntsman further said that
thelawsuit was inconsistent with the terms of the Merger
Agreement and the obligations to Huntsman and its shareholders.

In its suit against Apollo, Huntsman demands a jury trial and
seeks at least US$3 billion in damages.

Huntsman is represented in the suit by attorneys at Vinson &
Elkins L.L.P. and Drucker, Rutledge & Smith, L.L.P.

                      About Hexion Specialty

Based in Columbus, Ohio, Hexion Specialty Chemicals Inc. --
http://www.hexionchem.com/--  serves the global wood and
industrial markets through a broad range of thermoset
technologies, specialty products and technical support for
customers in a diverse range of applications and industries.
Hexion Specialty Chemicals is controlled by an affiliate of
Apollo Management, L.P.

Outside the United States, the company has regional headquarters
in: China through Hexion Specialty Chemicals Singapore Pte Ltd.;
Australia through Hexion Specialty Chemicals Australia Pty.; the
Netherlands through Hexion Specialty Chemicals B.V.; and in
Brazil through Hexion Quimica Industria e Comercio Ltda.

                      About Huntsman Corp.

Huntsman Corp. -- http://www.huntsman.com/-- is a global
manufacturer and marketer of differentiated chemicals.  Its
operating companies manufacture products for a variety of global
industries, including chemicals, plastics, automotive, aviation,
textiles, footwear, paints and coatings, construction,
technology, agriculture, health care, detergent, personal care,
furniture, appliances and packaging.  Originally  known for
pioneering innovations in packaging and, later, for rapid and
integrated growth in petrochemicals, the company has 13,000
employees and operates from multiple locations worldwide.   Its
Latin American operations are in Argentina, Brazil, Chile,
Colombia, Guatemala, Panama and Mexico.  The Company had 2007
revenues of approximately US$10 billion.

                          *     *     *

As reported in the Troubled Company Reporter-Europe on
June 24, 2008, Standard & Poor's Ratings Services said that its
ratings on Salt Lake City, Utah-based Huntsman Corp. (BB-/Watch
Neg/--) remain on CreditWatch with negative implications, where
they were placed on July 5, 2007.

Moody's Investors Service’s meanwhile reiterated that the debt
ratings and the corporate family ratings (CFR -- Ba3) for
Huntsman Corporation and Huntsman International LLC, a
subsidiary of Huntsman remain under review for possible
downgrade.


HUNTSMAN CORP: Moody's Reviews Ba3 CF Rating for Possible Cut
-------------------------------------------------------------
Moody's Investors Service reiterated that the debt ratings and
the corporate family ratings (CFR -- Ba3) for Huntsman
Corporation  and Huntsman International LLC, a subsidiary of
Huntsman remain under review for possible downgrade.

This follows the announcement by Hexion Specialty Chemicals and
Apollo in which Hexion/Apollo claim they would not be required
to consummate the previously announced merger agreement between
the two companies.

Moody's ongoing review for possible downgrade will also focus on
a number of new factors including; 1) the length of time the
litigation may take, and 2) the potential cash inflows from
settlements, if any, of the litigation and the use of those
proceeds to bolster the capital structure.

Moody's believes that the magnitudes of any such inflows are
subject to great variability due to the presence of the initial
lawsuit.  However the possible settlements might be in the range
of at least US$325 million (a termination fee in the original
merger agreement) or even more if Huntsman can successfully
establish with the court that damages have been incurred.

Moody's will also begin a reassessment of Huntsman's credit
profile on a stand alone basis in light of current market
conditions and management's future plans to improve pricing,
cash flows and the company's credit measures.  Moody's notes
that many issuers in the chemical industry, including Huntsman,
have seen sustained increases in costs for energy, commodity and
intermediate feedstocks, and transportation.

In specific response to these pressures Huntsman has initiated
plans to raise prices for all products, some by as much as 25%,
and also impose an energy surcharges across a wide range of
products.  Moody's reassessment will also focus on the success
of these price increases and energy surcharges which will vary
by product, in accordance with costs attributed to each product.

Huntsman Corp. -- http://www.huntsman.com/-- is a global
manufacturer and marketer of differentiated chemicals.  Its
operating companies manufacture products for a variety of global
industries, including chemicals, plastics, automotive, aviation,
textiles, footwear, paints and coatings, construction,
technology, agriculture, health care, detergent, personal care,
furniture, appliances and packaging.  Originally  known for
pioneering innovations in packaging and, later, for rapid and
integrated growth in petrochemicals, the company has 13,000
employees and operates from multiple locations worldwide.   Its
Latin American operations are in Argentina, Brazil, Chile,
Colombia, Guatemala, Panama and Mexico.  Huntsman had revenues
of US$9.9 billion for the last twelve months ending March 31,
2008.


HEXION SPECIALTY: Huntsman Files Lawsuit Against Apollo
-------------------------------------------------------
Huntsman Corp. has filed a lawsuit against Apollo Management
L.P. with the District Court of Texas in Montgomery County.  
Included in the filing are two Apollo partners, Leon Black and
Joshua Harris.

Among other things, Huntsman claims that Apollo had no intention
of consummating its US$28 per share merger with the company.  
Huntsman alleges that Apollo's "secret plan" was to stop its
planned merger with Basell Holdings and force it to sell at a
lower price.

In a regulatory filing, Huntsman discloses that Apollo had twice
tried to acquire the company.  Although Apollo eventually
offered US$26 per share, Huntsman decided to accept Basell AF's
offer of US$25.25 per share citing that Basell's proposal "could
be consummated more quickly and with greater regulatory
certainty."

In June 29, 2007, Apollo submitted a revised proposal for Hexion
Specialty Chemicals Inc. to acquire Huntsman for US$27.25 per
share.  While Basell argued that its proposal was still superior
since, in part, it had less completion risk, Hunstman terminated
its agreement with Basell saying that Apollo's offer was
superior.  As part of the termination, Hunstman paid a US$200
million termination fee, US$100 million of which came from
Hexion, to Basell.

On June 18, 2008, however, Hexion and Apollo filed a suit with
the Court of Chancery of the State of Delaware against Hunstman
claiming that the merger could not be completed since, among
others, Huntsman’s "debt has increased and its performance has
declined."

As reported in the Troubled Company Reporter-Europe on June 20,
2008, Huntsman said that it intends to vigorously enforce all of
its rights under the Merger Agreement and seek to consummate the
merger on the agreed terms.  Huntsman further said that
thelawsuit was inconsistent with the terms of the Merger
Agreement and the obligations to Huntsman and its shareholders.

In its suit against Apollo, Huntsman demands a jury trial and
seeks at least US$3 billion in damages.

Huntsman is represented in the suit by attorneys at Vinson &
Elkins L.L.P. and Drucker, Rutledge & Smith, L.L.P.

                       About Huntsman Corp.

Huntsman Corp. -- http://www.huntsman.com/-- manufactures and
markets differentiated and commodity chemicals.  Its operating
companies manufacture products for a variety of global
industries including chemicals, plastics, automotive, aviation,
textiles, footwear, paints and coatings, construction,
technology, agriculture, health care,  detergent, personal care,
furniture, appliances and packaging.  Originally known for
pioneering innovations in packaging and, later for rapid and
integrated growth in petrochemicals, Huntsman has around 13,000
employees and operates from multiple locations worldwide,
including Argentina, Belarus, Japan, Luxembourg, Malaysia,
Spain, and the United Kingdom  The Company had 2007
revenues of approximately US$10 billion.

                      About Hexion Specialty

Based in Columbus, Ohio, Hexion Specialty Chemicals Inc. --
http://www.hexionchem.com/-- is a producer of thermosetting     
resins, or thermosets.  Thermosets are a critical ingredient in
virtually all paints, coatings, glues and other adhesives
produced for consumer or industrial uses.   Hexion Specialty
Chemicals is controlled by an affiliate of Apollo Management
L.P.

Outside the United States, the company has regional headquarters
in: China through Hexion Specialty Chemicals Singapore Pte Ltd.;
Australia through Hexion Specialty Chemicals Australia Pty.; the
Netherlands through Hexion Specialty Chemicals B.V.; and in
Brazil through Hexion Quimica Industria e Comercio Ltda.

As of March 31, 2008, Hexion’s balance sheet showed a
shareholders’ deficit of US$1,357,000,000.


MARFRIG FRIGORIFICOS: To Acquire OSI Group's Brazil & U.K. Biz
--------------------------------------------------------------
Marfrig Frigorificos e Comercio de Alimentos S.A. has formalized
a firm commitment to acquire OSI Group LLC's businesses in
Brazil and in several European countries, including 15
manufacturing facilities for further processed and
industrialized products and poultry slaughtering, with annual
revenues amounting US$2 billion.

The OSI Group businesses in Brazil to be acquired are:

   * Braslo Produtos de Carnes Ltda., an important supplier of
     meat and poultry products for fast food chains,
  
   * Penasul Alimentos Ltda., a vertically integrated poultry
     processor and manufacturer of pork and poultry
     industrialized products and owner of the "Pena Branca"
     brand for the Southern region of Brazil, and

   * Agrofrango Industria e Comercio de Alimentos Ltda., an
     integrated poultry processor.

In Europe, Marfrig will acquire OSI Group's Moy Park Group based
in the United Kingdom with manufacturing facilities in Northern
Ireland, England, France and the Netherlands.  It is the largest
vertically integrated poultry processor and supplier of further
processed and value-added chicken products in the United Kingdom
and also has further processing manufacturing facilities in
France.  The acquisition also includes Kitchen Range Foods
Limited, with activities in the production and distribution of
food products including frozen, further processed vegetables,
non-meat meal substitutes and bakery products in the U.K., and
Albert Van Zoonen BV, with activities in the production and
distribution of frozen further processed food products in the
Netherlands.

The Brazilian and European businesses being purchased are fully
aligned with each other and will become aligned with the other
divisions of the Marfrig Group in supplying chicken, beef and
other animal protein products to its European customers.

The deal is valued initially at US$680 million in a combination
of cash (US$400 million) and Marfrig common shares (US$280
million at market value following completion of the transaction)
and with a potential additional payment in the future of up to
US$220 million linked to future performance in the European
businesses.

As a result of the transaction, OSI Group will be a significant
shareholder in Marfrig.  In addition, OSI Group President and
Chief Operating Officer, David McDonald will join the Board of
Directors of Marfrig.  Mr. McDonald will chair the strategic
customer committee reporting to the Board of Directors.  He will
also be a member of the Moy Park Supervisory Board.  The
transactions are expected to be completed in the second half of
2008 after normal regulatory compliance.

Both Marfrig and OSI believe that there will be significant
benefits arising from the transaction.  Marfrig will expand its
further processing capabilities in Brazil, while adding such
capabilities in Europe.  The combined company will become one of
the top ten poultry processors in the world.  The Brazilian OSI
operations will join the current Marfrig businesses in Brazil,
while the European operations will constitute a new business
group for Marfrig.  In the new European business, Marfrig will
offer a complimentary range of its food products.

OSI Group by virtue of its retained ownership in Marfrig will
expand its sourcing platform in South America.  Marfrig is the
largest Beef processor in Uruguay and Argentina, the second
largest in Brasil and the fourth worldwide.  With the addition
of the OSI Brazilian poultry operation the new company will now
rank in the top five in Brazil.  Marfrig also has a substantial
pork operation in Brazil.  This platform will enhance the OSI
global procurement organization's ability to source a variety of
proteins in providing the OSI Group's customers in global QSR
restaurant, retail grocery, and branded consumer foods with a
global competitive advantage.

The complete version of the release is available at
http://www.marfrig.com.br/ir

                         About OSI Group

Headquartered in Illinois, USA, OSI Group, LLC is a global food
processor and supplier of processed meats to foodservice
customers, including McDonald's.

                         About Marfrig

Headquartered in Sao Paulo, Brazil, Marfrig Frigorificos e
Comercio de Alimentos SA (Bovespa's Novo Mercado: MRFG3) --
http://www.marfrig.com.br/ir-- is one of the largest beef   
processing companies in Brazil.  With processing plants in
Brazil, Argentina and Uruguay, Marfrig processes, prepares
packages and delivers fresh, chilled and processed beef products
to customers in Brazil and abroad, with approximately 50% of its
sales derived from exports.  Along with its beef products, the
company also delivers additional food products that it imports
or acquires in the local market.

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
Dec. 19, 2007, Standard & Poor's Ratings Services has revised
the outlook on Brazil-based meat processing company Marfrig
Frigorificos e Comercio de Alimentos S.A. to negative from
stable.  At the same time, S&P affirmed its 'B+' corporate
credit rating on the company and its US$375 million notes due
2016.  Pro forma fiscal 2007, S&P expects the company to report
about US$800 million of total debt.


SANYO ELECTRIC: Free Oven Repairs Could Cost Company JPY1-2 Bil.
----------------------------------------------------------------
Sanyo Electric Co. will offer free repairs of more than 880,000
microwave ovens sold in Japan because of a possible wiring flaw
that might cause a fire, The Herald Tribune reports.

The repairs, the report relates, could cost the company JPY1
billion to JPY2 billion (US$9.3 million to US$18.5 million).

According to the report, the repairs involve 31 models of
microwave and electric ovens manufactured between June 2000 and
September 2007.  The problem, which involves a faulty electrical
contact in the power cord, could lead to overheating, and in the
worst case cause a fire, the report notes.

Sanyo Electric spokesman Ryo Hagiwara told the news agency that
the company has been informed of three cases of fires earlier
this year, all involving models manufactured in 2003.

                    About Sanyo Electric

Headquartered in Osaka, Japan, Sanyo Electric Co., Ltd. --
http://www.sanyo.com/-- is one of the world's leading       
manufacturers of consumer electronics products.  The company has
global operations in Brazil, Germany, India, Ireland, Spain, the
United States and the United Kingdom, among others.

                          *     *     *

As of June 18, 2008, the company still holds Standard & Poor's
Ratings' 'BB' long-term corporate credit rating.  The company is
also currently holding Fitch Ratings' BB+ LT Issuer Credit and
Unsecured Debt ratings.


SCO GROUP: Exclusive Plan Filing Period Extended Through Aug. 11
----------------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the
District of Delaware extended the period at which The S.C.O.
Group Inc. and S.C.O. Operations Inc. can exclusively file their
chapter 11 plan through Aug. 11, 2008.

The Debtors' exclusive period for soliciting acceptances of the
plan was also extended through Oct. 13, 2008.

The Troubled Company Reporter related on May 21, 2008, that this
is the Debtors' second extension request.

As reported in the TCR on Feb. 12, 2008, the Bankruptcy Court
extended the Debtors' exclusive periods to file a chapter 11
plan until May 11, 2008; and solicit acceptances of that plan
until July 11, 2008.

The Debtors believe that cause exists to have their deadlines
extended, because, among other things, the ruling of the
District Court of Utah will resolve a substantial unresolved
contingency, regarding the amount, if any, of the Debtors'
liability to Novell, Inc.  The ruling will, therefore, help all
parties complete the final negotiations and documentation for
their deal.

The Deal reports that the Debtors' needed time to discuss and
formulate an investment scheme with Stephen Norris & Co. Capital
Partners LLP, a privately held equity firm.

Judge Gross trashed the only objection to the Debtor's plan
filing period extension motion filed by Novell Inc., The Deal
says.  Novell told the Bankruptcy Court that the August 11
extension would allow little time before a district court could
rule on a dispute against the Debtors, The Deal notes.  Novell,
The Deal relates, said that should the Bankruptcy Court grant
the second extension, it should be the Debtors' last chance.

                  Background to the Novell Suit

The TCR - Intellectual Property Dispute reported on April 4,
2008, that the U.S. District Court for the District of Utah was
set to commence trial on April 28, 2008 in The SCO Group Inc.'s
copyright infringement suit against Novell Inc.

On Jan. 20, 2004, SCO filed suit against the Company in the
Third Judicial District Court of Salt Lake County, State of
Utah.  The company later removed the action to the Utah District
Court.  SCO's original complaint alleged that the company's
public statements and filings regarding the ownership of the
copyrights in UNIX and UnixWare have harmed SCO's business
reputation and affected its efforts to protect its ownership
interest in UNIX and UnixWare.

The Utah District Court dismissed the original complaint, but
allowed SCO to file an amended complaint, which SCO did on July
9, 2004.  On July 29, 2005, the company filed an answer to the
amended complaint alleging slander of title and breach of
contract, and seeking declaratory actions and actual, special
and punitive damages.

On Feb. 3, 2006, SCO filed a second amended complaint alleging
violation of the non-competition provisions of the agreement
under which the company sold its Unix business to SCO, failure
to transfer all of the Unix business, copyright infringement,
and unfair competition.  SCO seeks to require Novell to assign
all copyrights that it has registered in UNIX and UnixWare to
SCO, to prevent it from representing that it has any ownership
interest in the UNIX and UnixWare copyrights, to require it to
withdraw all representations made regarding its ownership of the
UNIX and UnixWare copyrights, and to cause it to pay actual,
special and punitive damages in an amount to be proven at trial.

On March 10, 2006, the company moved to stay the case pending
the outcome of arbitration between the Company and SuSE Linux
GmbH in the International Court of Arbitration in France.  On
Aug. 21, 2006, the District Court ordered that claims related to
the SuSE arbitration should be stayed but the case should
proceed with the rest of the claims.

The company has also moved for summary judgment asking the
District Court to rule that:

     (1) it retained the UNIX and UnixWare copyrights;

     (2. SCO has not met its burden of establishing special
         damages on its slander of title claim;

     (3) the company retained broad rights to waive SCO's
         contract claims against International Business Machines
         Corp., and;

     (4) the portion of SCO's contract and unfair competition
         claims based on non-competition provisions should not
         proceed to a jury trial.

SCO has filed its own motions for summary judgment seeking a
ruling that it owns the UNIX and UnixWare copyrights, and that
the company's retained rights are much narrower than claimed.  
The District Court heard the foregoing motions on May 31, 2007
and June 4, 2007, and took all motions under advisement.
(Intellectual Property Reporter, July 9, 2007)

On Aug. 10, 2007, the District Court granted summary judgment
determining that the company owns the UNIX copyrights.  The
District Court also ruled that the company is entitled to
certain royalties SCO received from Sun Microsystems Inc. and
Microsoft Corp. through their licenses.

The Debtors' chapter 11 petition filing on Sept. 14, 2007,
automatically stayed the action in the Utah Court.  On Oct. 4,
2007, the company moved to lift the automatic stay of the suit.
(Intellectual Property Reporter, Oct. 11, 2007)

The Bankruptcy Court has allowed the company to proceed with the
trial for the purpose of determining how much is owed to the
company from the license royalties.

                           About Novell

Based in Waltham, Mass., Novell Inc. (NASDAQ: NOVL) --
http://www.novell.com/-- develops, implements, and supports  
mixed source and open source software for use in business
solutions.  Its business units segments include: Open Platform
Solutions, Identity and Security Management, Systems and
Resource Management, and Workgroup.  Pursuant to an agreement
and plan of merger, dated Aug. 1, 2007, Novell acquired 100% of
Senforce Technologies, Inc. In March 2008, the company completed
the acquisition of PlateSpin Ltd.

                      About The S.C.O. Group

Headquartered in Lindon, Utah, The S.C.O. Group Inc. (Nasdaq:
SCOX) fka Caldera International Inc. -- http://www.sco.com/--   
provides software technology for distributed, embedded and
network-based systems, offering SCO OpenServer for small to
medium business and UnixWare for enterprise applications and
digital network services.

The company has office locations in Australia, Austria,
Argentina, Brazil, China, Japan, Poland, Russia, the United
Kingdom, among others.

The company and its affiliate, SCO Operations Inc., filed for
Chapter 11 protection on Sept. 14, 2007, (Bankr. D. Del. Lead
Case No. 07-11337).  Paul Steven Singerman, Esq., and Arthur
Spector, Esq., at Berger Singerman P.A., represent the Debtors
in their restructuring efforts.  James O'Neill, Esq., and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, are the
Debtors' Delaware and conflicts counsels.  Epiq Bankruptcy
Solutions LLC, acts as the Debtors' claims and noticing agent.  
The United States Trustee failed to form an Official Committee
of Unsecured Creditors in these cases due to insufficient
response from creditors.  The Debtors' schedules showed total
assets of US$9,549,519 and total liabilities of US$3,018,489.



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

BLUE TECHNOLOGY: Holds Final Shareholders Meeting on June 27
------------------------------------------------------------
Blue Technology Fund Ltd. will hold its final shareholders
meeting on June 27, 2008, at 9:00 a.m., at the offices of Avalon
Management Limited, Third Floor, Zephyr House, Mary Street, P.O.
Box 1180, Grand Cayman, Cayman Islands.

These matters will be taken up during the meeting:

   1) accounting of the wind-up process,

   2) hearing of any explanation that may be
      given by the Liquidator, and

   3) manner in which the books, accounts and documentation of
      the company and of the Liquidator should be maintained and
      subsequently disposed.

Blue Technology's shareholder agreed on May 15, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

               Avalon Management Limited
               Third Floor, Zephyr House,
               Mary Street, P.O. Box 1180,
               Grand Cayman, Cayman Islands


CABLE INVESTMENT: Sets Final Shareholders Meeting on June 27
------------------------------------------------------------
Cable Investment II Ltd. will hold its final shareholders
meeting on June 27, 2008, at 2:30 p.m., at the registered office
of the company.

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.

Cable Investment's shareholder agreed on May 16, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

               Walkers SPV Limited
               Walker House, 87 Mary Street,
               George Town, Grand Cayman,
               Cayman Islands


CONOCOPHILLIPS MEA: Final Shareholders Meeting Is on June 27
------------------------------------------------------------
Conocophillips Mea Ltd. will hold its final shareholders meeting
on June 27, 2008, at 10:30 a.m., at the offices of Trident Trust
Company (Cayman) Limited, Fourth Floor, One Capital Place, P.O.
Box 847, George Town, Grand Cayman, Cayman Islands.

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.

Conocophillips Mea's shareholder agreed on April 28, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

              Trident Liquidators (Cayman) Ltd.
              Attn: Philip Sutcliffe
              P.O. Box 847, Grand Cayman
              Cayman Islands
              Telephone: (345) 949 0880
              Fax: (345) 949 0881


EMPYREAN CAPITAL: Sets Final Shareholders Meeting on June 27
------------------------------------------------------------
Empyrean Capital Overseas Benefit Plan Fund Ltd. will hold its
final shareholders meeting on June 27, 2008, at 1:30 p.m., at
the registered office of the company.

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.

Empyrean Capital's shareholder agreed on May 16, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

               Walkers SPV Limited
               Walker House, 87 Mary Street,
               George Town, Grand Cayman,
               Cayman Islands


FORTPLUS COMPANY: Holds Final Shareholders Meeting on June 27
-------------------------------------------------------------
Fortplus Company will hold its final shareholders meeting on
June 27, 2008, at 3:00 p.m., at the registered office of the
company.

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.

Fortplus' shareholder agreed on May 16, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidator can be reached at:

               Walkers SPV Limited
               Walker House, 87 Mary Street,
               George Town, Grand Cayman,
               Cayman Islands


INDUSTRY ALPHA: To Hold Final Shareholders Meeting on June 27
-------------------------------------------------------------
Industry Alpha Ltd. will hold its final shareholders meeting on
June 27, 2008, at 2:00 p.m., at the registered office of the
company.

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.

Industry Alpha's shareholder agreed on May 16, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

               Walkers SPV Limited
               Walker House, 87 Mary Street,
               George Town, Grand Cayman,
               Cayman Islands


INFINITY ASSET: Holds Final Shareholders Meeting on June 27
-----------------------------------------------------------
Infinity Asset Management Ltd. will hold its final shareholders
meeting on June 27, 2008, at 4:00 p.m., at the registered office
of the company.

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.

Infinity Asset's shareholder agreed on May 16, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

               Walkers SPV Limited
               Walker House, 87 Mary Street,
               George Town, Grand Cayman,
               Cayman Islands


LUCIA LIMITED: Will Hold Final Shareholders Meeting on June 27
--------------------------------------------------------------
Lucia Ltd. will hold its final shareholders meeting on June 27,
2008, at 3:30 p.m., at the registered office of the Company.

These matters will be taken up during the meeting:

   1) accounting of the wind-up process,

   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.

Lucia's shareholder agreed on May 16, 2008, to place the company
into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidators can be reached at:

                Walkers SPV Limited
                Walker House, 87 Mary Street
                George Town, Grand Cayman,
                Cayman Islands


SALUS 170/70: Holding Final Shareholders Meeting on June 27
-----------------------------------------------------------
Salus 170/70 Enhanced Equity Offshore Fund Ltd. will hold its
final shareholders meeting on June 27, 2008.

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

Salus' shareholder agreed on May 12, 2008, to place the company
into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidator can be reached at:

               Commerce Corporate Services Limited
               P.O. Box 694GT, Grand Cayman,
               Cayman Islands
               Telephone: 949 8666
               Fax: 949 7904



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

NORSKE SKOG: Sells Korean Unit to Morgan Stanley for US$830MM
-------------------------------------------------------------
Norske Skog has entered into a definitive agreement to sell
Norske Skog Korea Co. Ltd., its Korean Subsidiary for
NOK4.3 billion (US$830 million) to Morgan Stanley Private Equity
Asia and Shinhan Private Equity.  The transaction includes the
two newsprint mills Jeonju and Cheongwon, and is part of the
process to reduce Norske Skog's net debt.

"The sale of the business in Korea will reduce Norske Skog's net
debt by approximately 25 per cent.  This will give us more
financial flexibility, and provide an improved basis for the
further work to restructure the group," says CEO Christian
Rynning-Tonnesen.

The total enterprise value is KRW850 billion, approximately
NOK4.3 billion.

Transaction consideration consists of NOK 3.2 billion
(US$620 million) in cash as well as assumption of liabilities;
out of which US$130 million is an inter-company loan which will
be repaid to Norske Skog from Norske Skog Korea Co Ltd. at
closing.  The transaction is expected to be finalized late
July/early August.

The transaction will not generate a material gain or loss when
recognized.  The final gain or loss will be booked when the
transaction is completed.

The net sales amount will be included in Norske Skog's liquidity
reserve, and reduce the company's net debt to NOK11.9 billion
from NOK15.7 billion as of March 31, 2008.  After completion of
the transaction, the gearing (net interest-bearing debt/equity)
will be reduced to 0.84 from 1.12 as of 31 March 2008.

The production capacity is 825 000 tonnes per year at Jeonju and
190 000 tonnes per year at Cheongwon.  The transaction gives a
price of USD 820 per tonne production capacity.  The Cheongwon
mill will continue to operate.  The units have about 800
employees in total, including the administration in Seoul.

Norske Skog's sales office in Singapore will continue to handle
export sales in Asia on behalf of the divested entity.

The divestiture will have limited operational effect for the
remaining business in Norske Skog.  Norske Skog will remain a
significant producer of newsprint in the Asian market through
its mills in China, Thailand and the 34 per cent ownership in
Malaysian Newsprint Industries.

ABG Sundal Collier and UBS have acted as financial advisors; and
Wiersholm, Mellbye & Bech and Kim & Chang have acted as legal
advisors to Norske Skog in connection with the transaction.

Subject to approvals from Korean competition authorities,
consent from certain of Norske Skog lenders and other customary
closing conditions, the transaction is expected to close in 4-6
weeks from now.

Norske Skog Korea Co. Ltd's president is Gjermund Røkke, and the
members of the board of directors are Vidar Lerstad, Gjermund
Rokke and I.S. Han.  There have been made no special agreements
with management in connection with the transaction.

Norske Skog acquired the Cheongwon mill in 1998.  The following
year, Norske Skog established the joint venture PanAsia with two
other paper producers, and both Cheongwon and Jeonju became part
of PanAsia.  From November 2005, the activities in Korea have
been fully owned by Norske Skog.

                About Norske Skogindustrier

Norske Skogindustrier ASA -- http://www.norskeskog.com/--   
produces and supplies paper and related products to the
concerned industry.  The company's products are used to make
newspapers, telephone directories, inserts, flyers, magazines,
catalogs, and books.  Its operations are carried out through
three segments: Newsprint, Magazine Paper and Other.  The
Newsprint segment produces news papers, free sheets, telephone
directories, catalogues and supplements.  The Magazine Paper
segment produces uncoated super calendared (SC) and coated
lightweight coated (LWC) paper for magazines, catalogues and
advertising material.  Other activity includes the sale of wood
and energy to external parties.  Its product lines include
newsprint brand Nornews; directory paper brands Bio Bio and
Tasman; improved newsprint brands Norbright, Norstar, and NorX;
and book paper brand Norbook. Norske Skog, which incorporates
recycled paper into some products, operates about 20 paper mills
worldwide.   It has paper mills in Chile and Brazil.


NORSKE SKOGINDUSTRIER: S&P Keeps BB- Rating on Watch Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services was keeping its 'BB-' long-
term corporate credit ratings on Norway-based forest product
company Norske Skogindustrier ASA on CreditWatch, where they
were placed with negative implications on April 21, 2008,
reflecting weaker financial prospects and increasing liquidity
concerns.

"The credit-supportive impact of the disposal of Norske Skog's
Korean assets, announced earlier, will be factored into the
ratings once the transaction has closed," said Standard & Poor's
credit analyst Andreas Zsiga.

The disposal of Norske Skog's Korean operation is credit
supportive in that it significantly improves the company's
liquidity position.  In addition, the transaction is likely to
improve the company's forecast debt protection measures, as we
estimate that the resulting debt reduction will be larger than
the resulting loss of cash flow.  This balances a marginal
increase in business risk resulting from the loss of assets with
above-average profitability and reduced geographic diversity.

Norske Skog's business prospects remain challenging, with
renewed input-cost inflation and increasing uncertainties about
medium-term demand and pricing.  S&P expects to resolve the
CreditWatch placement by affirming the rating with a negative
outlook once the Korean disposal has closed, but S&P does not
exclude the possibility of a downgrade based on a further
negative assessment of market and cost prospects.

Norske Skogindustrier ASA -- http://www.norskeskog.com/--   
produces and supplies paper and related products to the
concerned industry.  The company's products are used to make
newspapers, telephone directories, inserts, flyers, magazines,
catalogs, and books.  Its operations are carried out through
three segments: Newsprint, Magazine Paper and Other.  The
Newsprint segment produces news papers, free sheets, telephone
directories, catalogues and supplements.  The Magazine Paper
segment produces uncoated super calendared (SC) and coated
lightweight coated (LWC) paper for magazines, catalogues and
advertising material.  Other activity includes the sale of wood
and energy to external parties.  Its product lines include
newsprint brand Nornews; directory paper brands Bio Bio and
Tasman; improved newsprint brands Norbright, Norstar, and NorX;
and book paper brand Norbook. Norske Skog, which incorporates
recycled paper into some products, operates about 20 paper mills
worldwide.   It has paper mills in Chile and Brazil.



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

ECOPETROL SA: Rebel Attack Prompts Shut Down of Oil Pipeline
------------------------------------------------------------
Various reports say that Ecopetrol's Cano Limon-Covenas oil
pipeline was shut down due to an attack by the Revolutionary
Armed Forces of Colombia, or FARC, in Arauquita, Arauca and Tibu
Norte de Santander.  

According to the reports, the pipeline is 800 kilometers long.  
It transports about 100,000 barrels of oil per day from  the
Cano Limon field in Arauca in Eastern Colombia to the Caribbean
port of Covena.  The pipeline has a capacity of 240,000 barrels
a day.  Occidental Petroleum Corp. runs the Cano Limon field and
Ecopetrol operates the pipeline.

Ecopetrol told reporters that two explosive attacks from the
guerrilla damaged the pipeline.  According to Ecopetrol, FARC
planted the bombs in energy towers and oil pipelines to obstruct
the government's security policies and extort resources from
multinational firms.  Oil flow in the border regions with
Venezuela was suspended.  "The pipeline was transporting 96,000
barrels of oil per day from the east to the west of the
country," an Ecopetrol spokesperson said.

EFE News Service relates that the three members of FARC started
the explosion at the pipeline in El Progreso last Saturday.  The
bombing continued on Sunday.  

The Colombian army is securing the zone, Dow Jones Newswires
says, citing an Ecopetrol official.  The firm's workers will be
fixing the pipelines, the official added.

Dow Jones notes that shipments continued.  Ecopetrol had stored
enough oil in the Cano Limon field and in a port.

Ecopetrol S.A. is an integrated-oil company that is wholly owned
by the Colombian government.  The company's activities include
exploration for and production of crude oil and natural gas, as
well as refining, transportation, and marketing of crude oil,
natural gas and refined products.  Ecopetrol is Latin America's
fourth-largest integrated-oil concern.  Operations are organized
into Exploration & Production, Refining & Marketing,
Transportation, and International Commerce & Gas.  Ecopetrol
produced 385,000 barrels a day of oil and gas in 2006 and has
330,000 barrels a day of refining capacity, according to the
company's Web site.  In 2005 it produced about 60 percent of
Colombia 's daily output.

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
Nov. 6, 2007, Fitch Ratings affirmed Ecopetrol S.A. 's foreign
and currency issuer default rating at 'BB+'.


QUEBECOR WORLD: US Court Okays EUR133 Mil. Sale of European Biz
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved a purchase agreement between Quebecor World Inc. and
its debtor-affiliates and Hombergh Holdings BV's affiliate,
Vadeho II, B.V., under which HHBV will pay EUR133,000,000, for
the Debtors' European assets, and assume certain liabilities,
ABI World relates.

The sale agreement requires Vadeho to acquire all of the issued
and outstanding shares of non-debtor Quebecor World European
Holding S.A., from QWI; and non-debtor 4434889 Canada Inc.'s
membership interest in QW SPV (USA) LLC.  The agreement
contemplates for the assignment of intercompany loans, totaling
EUR515,000,000 as of May 28, 2008, advanced by the Debtors to
the European affiliates to Vadeho.

Specifically, the sale agreement provides that:

  (a) Vadeho will pay EUR2,001 for the Shares held in the share
      capital of QWEH;
   
  (b) Vadeho will pay EUR68,000,000 for the Intercompany Loans;

  (c) Vadeho will reimburse QWI for the full value of any
      intercompany advances made by QWI to the European
      Operations from the date of the Sale Agreement to the
      closing of the transaction;

  (d) Vadeho will assume debts totaling EUR61,400,000;

  (e) the sale and purchase transaction under the Sale Agreement
      is made on an "as-is, where-is" basis and the purchase
      price payable by the Purchaser is not subject to any
      adjustment; and

  (f) certain QWI-related entities will continue to provide
      services and supplies to the purchaser at cost until
      Dec. 31, 2008.

A full-text copy of the Share Purchase Agreement is available
for free at http://ResearchArchives.com/t/s?2df2

Michael J. Canning, Esq., at Arnold & Porter LLP, in New York,
told the Court that the cash portion of the purchase price
attributable to the intercompany loans was paid into escrow upon
the execution of the sale agreement, with the full amount of the
escrowed balance payable on closing.  The purchaser will execute
a subordinated and unsecured, five-year vendor take back note
with a principal value of EUR21,500,000.  Interest on the Note
is payable quarterly at a rate of 7% per annum and the principal
is repayable at maturity.

The sale agreement also contemplates that closing of the sale
must occur on the later of June 18, 2008.  If closing does not
occur by June 30, 2008, the sale agreement may be terminated.

Bill Glass, a representative of QWI, in an interview with the
Union-network.org, relates that, after approval of the Canadian
Court of the sale of the European Assets, the name "Quebecor"
will no longer be used as the name of the QWI's European
Operations.  A new company name will be used instead.

Mr. Canning told the Court that the Debtors will derive an
immediate and direct benefit from the sale of the European
Operations pursuant to the sale agreement.  

Ernst & Young, Inc., the Court-appointed monitor of Quebecor
World, Inc., and its affiliates reorganization proceedings under
the Canadian Companies' Creditors Arrangement Act, reported that
since 2004, the European assets showed a steady decline of
EUR289,000,000 or 28% of sales.  In 2003, the European assets
reported sales of EUR1,017,000,000 and EBITDA of EUR82,000,000.  
In 2007, the European assets reported sales of EUR754,000,000
and EBITDA of EUR4,000,000.

E&Y said the deteriorating sales resulted from a number of
factors including difficult market conditions and internal
efforts undertaken to rationalize production capacity within the
European Operations.  

QWI anticipates that tax losses ranging from US$700,000,000 to
US$770,000,000 will arise upon completion of the Sale
Transaction, according to E&Y.  QWI will pursue an alternative
divestiture process if the Sale Transaction is not completed and
has employed Banc of America Securities Limited as financial
advisor to assist with any divestiture.

If the proposed sale transaction does not occur, Mr. Canning
said the favorable terms provided for under the Sale Agreement
may not be replicated, and the Debtors may forever lose the debt
reduction otherwise available from the disposition of the
European Operations.  He noted that based on the most recent
cash flow forecast prepared by the European Assets, the required
funding will exceed the remaining balance of the DIP Funding
Basket by the end of August 2008.  The magnitude of the
financial support and the current restriction on QWI in
providing funding beyond the DIP Funding Basket necessitates a
quick completion of a sale.

                      Committee Supports Sale

The Official Committee of Unsecured Creditors told the
Bankruptcy Court that it does not object to the sale of the
European affiliates as the sale is the "best" available
alternative at this time.

However, based on the information contained in the Debtors'
pleadings and the Committee's analysis of the historical sales
process during the past few weeks, the Committee says it has
grave concerns regarding the Debtors' failure to consummate
previous offers for substantially greater value than the
proposed Europe Sale.

Indeed, David H. Botter, Esq., at Akin Gump Strauss Hauer & Feld
LPP, in New York, pointed out that, based on the Committee's
analysis, it appears as though the Debtors' failure to
consummate several offers for substantially greater value than
the proposed sale may have deprived them and its creditors of
hundreds of millions of dollars of additional value for the
European assets.

Accordingly, though the Committee recognized that the proposed
Europe Sale is the only alternative available to preserve the
remaining value of the European assets, the Committee reserves
all of its rights in connection with the process and all prior
sales efforts related to the European assets including its
continuous investigation of the cause of the tremendous
degradation in value of the European assets over the last 12 to
18 months.

If after completion of the investigation the Committee
determines that any claims or causes of action exist in
connection with the degradation of value, the Committee tells
the Court that it will pursue all available remedies against
those responsible.

                       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.




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

PRC LLC: Court Confirms Chapter 11 Joint Plan of Reorganization
---------------------------------------------------------------
The Honorable Martin Glenn of the U.S. Bankruptcy Court for the
Southern District of New York confirmed PRC LLC and its debtor-
affiliates' Chapter 11 Joint Plan of Reorganization.

At the hearing, Judge Glenn ruled that PRC had met all of the
statutory requirements to confirm its Plan.  With this action,
PRC is set to complete its restructuring and emerge from Chapter
11 protection in the coming weeks.

Upon consummation of the Plan and PRC's emergence from Chapter
11, a significant part of PRC's debt will be converted into
equity and PRC's prepetition senior and second lien secured
lenders will become PRC's equity holders through a private
holding company.  PRC's current equity interests will be
canceled and prepetition equity holders will receive no
distribution under the plan.  Other creditors will receive
distributions as provided under the plan.

"Receiving the Court's approval of our Plan of Reorganization
after just five months of restructuring is a testament to the
dedication of our employees and to the confidence that our
clients have shown in us," said Jerry McElhatton, PRC's CEO.  
"By restoring PRC's stability and financial strength, we will
emerge as a much healthier company poised for growth and
success.  I want to thank our clients for their support and
commend the PRC team and our creditor groups for their efforts."

Mr. McElhatton added, "We accomplished what we set out to do
at the start of this process, namely making the Company cash
flow positive, de-leveraging our balance sheet and improving the
Company's operations and efficiency.  We are now well positioned
to compete effectively in the marketplace and continue to exceed
the high standards of our clients and their customers."

A new Board will be formed on PRC's emergence from Chapter 11 to
assume responsibility for the direction and management of PRC.  
Mr. McElhatton and four directors chosen by the prepetition
secured lenders will be the initial directors.

The company noted that it expects the plan of reorganization
to be consummated and for PRC to emerge from Chapter 11 in late
June or early July.

                        Objections Resolved

Among the parties that filed objections to the confirmation to
the PRC Plan are (i) Bank of America, N.A., (ii)
IAC/InteractiveCorp, (iii) BGTX Project, L.P., (iv) A&E Partners
Holding, LLC, (v) A&E Partners Holding I, LLC, (vi) and Sally
Duran.  

The Debtors have agreed with IAC to resolve certain causes of
action pursuant to Section 547 of the U.S. Bankruptcy Code,
claims under the Debtors' Transition Services Agreement with
IAC, and certain issues with respect to an escrow account
created in connection with Purchase Agreement by Panther/DCP
Acquisition, LLC, of IAC's 100% interest in PRC, LLC.  IAC,
accordingly, withdrew its objection to the Plan confirmation and
agreed to withdraw Claim No. 372, asserting US$22,742,100 with
respect to the Agreements.

With respect to the Confirmation Objections, the Court rules
that:

   -- Claim No. 331 filed by Bank of America under the ISDA
      Master Agreement between PRC, LLC, and BofA, as amended,
      will have the same priority as an Allowed Prepetition
      First Lien Claim and will be treated as a Class 4 Claim;

   -- liens asserted by BGTX will be resolved by further Court
      order or by agreement between the Debtors or Reorganized
      Debtors and BGTX;

   -- nothing in the Plan or the Confirmation Order alters or
      amends the insurance policies issued by ACE American
      Insurance Company, ACE Property & Casualty Insurance
      Company, and Illinois Union Insurance Company and other
      members of the ACE group or the rights and obligations of
      ACE and the Debtors, Reorganized Debtors and the Estate
      Representative under applicable non-bankruptcy law;

   -- In full and final settlement of any causes of action
      against IAC, and its obligations under the Transition
      Services Agreement:

         * IAC will pay US$2,500,000 to the Debtors without
           delay;

         * the Debtors are enjoined from seeking any amounts
           from IAC for services rendered pursuant to the
           Transition Services Agreement provided that, the
           Employee Coverage will remain in full force pursuant
           to the terms of the Transition Services Agreement.

         * the Debtors will give instructions pursuant to the
           terms of the Escrow Agreement to release to IAC all
           amounts in the Escrow Account other than
           US$1,350,000, which will be available solely to
           satisfy claims made pursuant to the Purchase
           Agreement and the Escrow Agreement.

All objections to the Plan that have not been withdrawn, waived,
deferred or settled, and all reservations of rights pertaining
to the confirmation of the Plan are overruled on their merits.

                      Second Plan Supplement

On June 19, 2008, the Debtors also delivered to the Court their
Second Supplement to the Plan Supplement Exhibits, which include
(1) an addendum to Schedule 8.01 (B) of the Plan, representing
an Agreement Relating to Assumption and Cure with A&E Holdings,
LLC and A&E Holdings I, LLC; (2) an amended Material Terms of
the Postconfirmation Unsecured Note; and (3) a blackline of the
changes made to the Material Terms of the Postconfirmation
Unsecured Note following the Court's ruling at the confirmation
hearing.

A full-text copy of the Plan Second Supplement is available for
free at http://researcharchives.com/t/s?2e8c

A full-text copy of the PRC Confirmation Order is available for
free at http://researcharchives.com/t/s?2e8d

A full-text copy of the Findings of Fact and Conclusions of Law
on the PRC Plan is available for free at:

              http://researcharchives.com/t/s?2e8e

                           About PRC LLC

Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC
-- http://www.prcnet.com/-- is a leading provider of customer    
management solutions.  PRC markets its services to brand-
focused, Fortune 500 U.S. corporations and delivers these
services through a global network of call centers in the U.S.,
Philippines, India, and the Dominican Republic.

PRC is the sole member of each of PRC B2B, LLC, and Precision
Response of Pennsylvania, LLC, and the sole shareholder of
Access Direct Telemarketing, Inc., each of which is a debtor and
debtor-in-possession in PRC's joint Chapter 11 cases.

Panther/DCP Intermediate Holdings, LLC, is the sole member of
PRC.

PRC, together with its operating subsidiaries PRC B2B, Access
Direct, and PRC PA, is a leading provider of complex,
consultative, outsourced services in the Customer Care and Sales
& Marketing segments of the business process outsourcing
industry.  Since 1982, the company has acquired and grown
customer relationships for some of the world's largest and most
brand-focused corporations in the financial services, media,
telecommunications, transportation, and retail industries.

The company and four of its affiliates filed for Chapter 11
protection on Jan. 23, 2008 (Bankr. S.D.N.Y. Lead Case No. 08-
10239).  Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors chose Stephen Dube, at CXO LLC, as their restructuring
and turnaround advisor.  Additionally, Evercore Group LLC
provides investment and financial counsel to the Debtors.

The Debtors' consolidated financial condition as of Dec. 31,
2007, showed total assets of US$354,000,000 and total debts of
US$261,000,000.

The Debtors submitted to the Court a Chapter 11 Plan of
Reorganization on Feb. 12, 2008.  (PRC LLC Bankruptcy News,
Issue No. 16; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)



=================
G U A T E M A L A
=================

BRITISH AIRWAYS: Raises Levy in Business and First-Class Travel
---------------------------------------------------------------
British Airways' business and first-class passengers will now
pay higher fuel surcharges than economy passengers, The
Financial Times reports.

According to the report, the restructuring of the levy reflects
the higher amount of fuel burned per passenger in the premium
cabins.

As previously reported in the TCR-Europe, the airline increased
its fuel surcharge on all tickets issued starting on June 3,
2008.  

The surcharge for first-class and business passengers has
increased by GBP24 to GBP133 one way for flights of more than
nine hours, the report said.

Report adds that the surcharge in the premium economy cabin has
also been increased from GBP109 to GBP121 one way.  The
surcharge on economy passengers remains at GBP109.

                      About British Airways

Headquartered in West Drayton, United Kingdom, British Airways
Plc -- http://www.ba.com/-- operates of international and
domestic scheduled and charter air services for the carriage of
passengers, freight and mail, and provides of ancillary
services.  The British Airways group consists of British Airways
plc and a number of subsidiary companies including in particular

British Airways Holidays Ltd. and British Airways Travel
Shops Ltd.  BA has offices in India and Guatemala.

                        *     *     *

British Airways Plc carries a senior unsecured debt rating of
Ba1 from Moody's Investors' Service with a stable outlook.  
Ratings apply to date.



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

AIR JAMAICA: Workers Divided on Wage-Increase Proposal
------------------------------------------------------
Radio Jamaica reports that many of Air Jamaica's workers have
declined the management's offer of 6% salary increase in the
first year and 8% raise in the second year.

According to Radio Jamaica, the National Workers Union's Vice
President Granville Valentine said, "Presently, we're seeking
more views from the workers and I can tell you that many of them
flatly rejected the offer placed on the table while some
reluctantly accepted the offer."

More talks will be held to determine a course of action, Radio
Jamaica says, citing Mr. Valentine.  The union will also meet
with Air Jamaica's management to get "some closure", Mr.
Valentine added.  

Radio Jamaica notes that the Bustamante Industrial Trade Union
is also holding meetings with its members.

Radio Jamaica relates that Mr. Valentine said Air Jamaica's
employees are also adamant that they won't sign off on the
redundancy proposal that Air Jamaica is proposing.  Mr.
Valentine explained, "There are conditions that come with the
offer as it relates to signing off on restructuring to include
redundancy.  Many of the workers are saying that they cannot
sign to any agreement to dismiss their colleagues and some are
off the view that how the offer is being made is unacceptable."

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

                          *    *     *

As reported in the Troubled Company Reporter-Latin America on
June 12, 2007, Moody's Investors Service assigned a rating of B1
to Air Jamaica Limited's guaranteed senior unsecured notes.

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


AIR JAMAICA: Gov't May Reconsider Privatization
-----------------------------------------------
According to a report posted on the Antigua Sun, St. Vincent &
the Grenadines Prime Minister Ralph Gonsalves said that the
Jamaican government may be having "second thoughts" about
privatizing Air Jamaica.

The report notes that Prime Minister Gonsalves explained that
the termination of some American Airlines Inc.'s flights to the
Caribbean could make Jamaica rethink its plan to privatize Air
Jamaica.  Previous reports say that the flight reductions are
part of measures to compensate for the increase in fuel prices.

Meanwhile, the Prime Minister called on regional air carriers
LIAT and Caribbean Airlines to work out “an appropriate nexus in
easing air transportation woes in the region”, Antigua Sun
states.

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

                          *    *     *

As reported in the Troubled Company Reporter-Latin America on
June 12, 2007, Moody's Investors Service assigned a rating of B1
to Air Jamaica Limited's guaranteed senior unsecured notes.

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


AIR JAMAICA PENSION: Surplus Funds Available Until Aug. 15
----------------------------------------------------------
The Jamaica Gleaner reports that about 2,000 tardy beneficiaries
of the defunct Air Jamaica Pension Fund must apply for their
share of surplus funds by Aug. 15, 2008.

Air Jamaica Pension's trustees had said on June 9, 2008, that
they had initiated procedures to wind up their operations.  Ian
Blair, chairperson of the fund trustees, said, "In light of
this, we are encouraging all beneficiaries who have not yet
registered with the Trust to contact our call center at the
Knutsford Boulevard Branch of FirstCaribbean International
Securities immediately so that their status may be regularized.  
Over the past three years, we have had to attend to several
complicated legal matters through our attorneys, DunnCox,
pertaining to the Trust.  However, those are now behind us.  
There will be a number of communications activities over the
next three months aimed at reaching our unregistered
beneficiaries."

The Gleaner relates that after the Aug. 15 deadline, whatever
remains of the J$21 million still to be shared will return to
the Jamaican government.

The trustees were taking steps to wind up the fund, which was
valued at J$1 billion, The Gleaner says, citing DunnCox attorney
Donovan Walker.  About 3,000 beneficiaries were paid their
portions.  About 2,000 were yet to claim the J$21 million, or an
average of J$10,000 per person.

"Once we wind up, we are making an application for those monies
to be returned to the government," The Gleaner quoted Mr.
Walker.

According to The Gleaner, the trustees will make a final
distribution of J$50 million by the end of July.  Then they will
file a petition to the court for an order to wind up the fund.

                    About Air Jamaica Pension

The Supreme Court of Jamaica appointed trustees for the defunct
Air Jamaica Pension Fund -- http://www.airjpension.com/-- on  
July 17, 2000, pursuant to an order by the Judicial Committee of
the Privy Council on April 29, 1999.  The trustees include: Ian
Blair, Joy Charlton, and CIBC Trust & Merchant Bank -- now
operating as FirstCaribbean International Securities Limited,
represented by Jennifer Carty-Peart.



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

BHM TECHNOLOGIES: Proposes Two Restructuring Options Under Plan
---------------------------------------------------------------
BHM Technologies Holdings, Inc., and its debtor-subsidiaries
delivered their Joint Plan of Reorganization to the U.S.
Bankruptcy Court for the Western District of Michigan, on
June 18, 2008.

BHM Technologies negotiated the economic terms of the Plan with
its majority shareholder Atlantic Equity Partners IV, L.P.;
Lehman Commercial Paper, Inc., administrative agent for the
prepetition first lien lenders owed US$255,700,000 and the
lenders who funded the US$45,000,000 postpetition loan; and
S.A.C. Domestic Investments, administrative agent for the
prepetition second lien lenders owed US$72,000,000.

                       Treatment of Claims

Under the plan, Class S-3 Prepetition First Lien Secured Debt
Claims are impaired and will get a pro-rata share of exit term
loan and equity distribution.  Class U-3 Intercompany Claims  
will continue or be discharged.  Class U-4 General Unsecured
Claims are impaired.  If Class U-4 votes to accept the Plan,
holders of Allowed General Unsecured Claims will receive their
pro-rata share of the equity distribution.  Otherwise, that
Class will not receive any distribution and the Debtors will
seek confirmation of the Plan notwithstanding the rejection.  
Class E-1 Parent Equity Interests will not get any recovery and
Class E-2 Subsidiary Debtor Equity Interests will be canceled
under the plan.  All the other claims will be paid in full.

                         Two Alternatives

The Plan provides for two alternatives for the Debtors' balance
sheet restructuring, a "New Money" alternative which is the
preferred alternative, and a "No New Money" alternative which is
the "fallback option."  Both alternatives provide for the
cancellation of existing stock of BHM, and the recovery by
unsecured creditors in the form of shares of new stock of
reorganized BHM, as long as they vote in favor of the Plan.  
In the "No New Money" alternative, the First Lien Lenders will
obtain 89% of the common stock of Reorganized BHM, and the
unsecured creditors 11%.  In the "New Money" alternative,
Atlantic Equity Partners will invest US$12,500,000 to purchase
27% of the primary common stock of reorganized BHM, with the
First Lien Lenders getting 65% of the common stock, and the
general unsecured creditors receiving 8% of the common stock, in
exchange for their claims.

The Plan contemplates restructuring transactions, which may
result in substantially all of the Debtors' assets, properties,
rights, liabilities, duties and obligations vesting in one or
more surviving, resulting or acquiring corporations.

As of the Effective Date of the Plan, each of the Debtors will
continue to exist as a separate legal entity and all property of
the Debtor's estate will vest in the Debtor free and clear of
all claims, liens, charges, encumbrances and equity interests.

A draft of Reorganized BHM Holdings' Certificate of
Incorporation and By-Laws are available at no charge at:

http://bankrupt.com/misc/BHM_CertOfIncorporation&By-
LawsDraft.pdf

      Board Composition Under Restructuring Alternatives

All stockholders, other than holders of limited voting common
stock, will agree to vote their shares of New Common Stock,
pursuant to restructuring alternatives.

Under the new money alternative, the initial board of directors
will consist of seven members including (i) the chief executive
officer of BHM Technologies Holdings, Inc., (ii) four
individuals designated by the majority first lien lenders, and
(iii) two directors of AEP; provided that AEP beneficially owns
at least 20% of the shares of New Common Stock outstanding.  The
Board will be divided into Class I, consisting of BHM's CEO;
Class II, composed a director designated by the Majority  First
Lien enders and an AEP director; and Class III, consisting of
the remaining directors.

Under the No New Money Alternative, the initial board will be
made up of five members, including BHM's CEO and four
individuals designated prior to hearing to consider confirmation
of the Plan.  Class I will be composed of BHM's CEO; Class II
will consist of two Designated Individuals, and Class III will
be composed of the remaining directors.

All members in each Class will serve a term that will initially
expire at the first post-Effective Date annual stockholders'
meeting.

Confirmation of the Plan under the New Money Alternative is
conditioned upon AEP Investment in the escrow account, pursuant
to the Escrow Agreement.

The No New Money Alternative will only be confirmed under the
Plan if the the New Money Alternative (i) has not been
confirmed; (ii) has not been consummated; or (iii) abandoned or
withdrawn.

                          Exit Facility

Cash payments required under the Plan may be funded from
existing cash balances, which include, among other things, the
AEP Investment and the proceeds of the Exit Facility.

The Exit Facility is a secured revolving commitment, of up to
US$35,000,000, with a US$5,000,000 letter of credit sub-limit,
which matures on the third anniversary of the Effective Date of
the Plan.

A full text copy of the terms of the Exit Facility is available
for free at http://bankrupt.com/misc/BHM_ExitFacility.pdf

Under the Exit Facility, collateral and guarantees include (i)
first lien on all accounts receivables, inventory and related
tangibles of the Debtors and all Guarantors; (ii) second lien on
capital stock of the Debtors, 65% capital stock of any foreign
subsidiaries, property of the Debtors and all Guarantors; and
(iii) the intercreditor agreement between the Debtors, LCPI, and
the collateral agent, under the exit term loan.

Under the Exit Term Loan, the term debt to be issued by BHM
Technologies Holdings, as borrower, and the other Reorganized
Debtors, as guarantors to the First Lien Lenders, as of the
Effective Date, will be in the principal amount of
US$92,500,000.

A full-text copy of the Exit Term Loan is available for free at:
http://bankrupt.com/misc/BHM_ExitTermLoan.pdf

The Exit Facility will be entered by the Reorganized Debtors, as
borrowers and guarantors, without the need for further action by
claimholders or holders of Equity Interests.

In compromise and settlement of any claims that the Second Lien
Lenders and S.A.C. Domestic Investment, as successor
administrative agent under the Second Lien Agreement, may make
against the First Lien Lenders and LCPI under the intercreditor
agreement, LCPI will deliver and assign to S.A.C.:

   -- US$284,405 plus an additional amount equal to the lesser
      of (i) US$100,000 and (ii) the legal fees and expenses
      incurred by SAC; and

   -- the Secured Creditors' options under the No New Money
      Alternative; or under the New Money Alternative,
      (i) shares representing US$3,750,000 on issue price of
      Parent Preferred Stock, and (ii) the shares of New Common
      Stock.

If the New Money Alternative is confirmed by the Court, AEP will
assign and deliver to S.A.C. shares of the New Common Stock
equal to the Stock received by holders of general unsecured
claims, provided that the assignment will exceed 24,098 shares
of New Common Stock.

Upon confirmation of the Plan, LCPI will have received an exit
term loan guarantee and collateral agreement, executed by the
Debtors.

                     Plan Support Agreements

The Debtors, S.A.C., AEP and various lenders entered into the
plan support agreement as of May 16, 2008, which covenants,
among other things, that (i) the AEP Investment will support the
confirmation of the Plan under the Restructuring Alternatives;
and (ii) after the Petition Date, AEP will no longer receive
payments pursuant to a management agreement dated as of July
2006, which foregoing of payment is contingent on BHM Holdings'
Board of Directors.

Full-text copies of the Plan Support Agreements are available
for free at:

  * http://bankrupt.com/misc/BHM_PlanSupportAgreement.pdf

  * http://bankrupt.com/misc/BHM_AEPSupportAgreement.pdf

               Plan Securities and Other Agreements

The plan securities -- consisting of the New Common Stock, and
(i) the AEP Warrants and parent preferred stock under the New
Money Alternative, and (ii) the secured creditors options under
the No New Money Alternative, which are options to acquire
108,422 shares of New Common Stock -- will be exempt from
registration under the Securities Act of 1933, in accordance
with Section 1145 of the Bankruptcy Code.

Full-text copies of the Agreements are available for free at:

  * http://bankrupt.com/misc/BHM_StockholdersAgreement.pdf
  * http://bankrupt.com/misc/BHM_RegistrationRightsAgreement.pdf
  * http://bankrupt.com/misc/BHM_WarrantsAgreement.pdf
  * http://bankrupt.com/misc/BHM_OptionsAgreement.pdf

                Compensation and Benefit Programs

As of the Effective Date, the Reorganized Debtors will be
authorized to maintain, or otherwise enter into new agreements
with respect to their employees.

The Debtors do not maintain retiree benefit plans, funds or
programs as defined in Section 1114 of the Bankruptcy Code.

All pre-confirmation health care plans, savings plans,
performance-based incentive plans, workers' compensation
programs and life, disability, directors' and officers'
liability and other insurance plans will be deemed assumed by
the Debtors as of the Effective Date of the Plan, but will not
include the assumption of equity interests, stock options and
warrants.

            Executory Contracts and Unexpired Leases

Upon confirmation of the Plan, the Debtors will assume all
executory contracts and unexpired leases, except those (i) that
have been rejected pursuant to a Court order, (ii) prior to the
Plan Confirmation, are pending approval of Lease or Contract
rejection.

The Debtors will file with the Court, 20 days prior to the
Confirmation hearing, a list of the cure amounts of executory
contracts and unexpired leases to be assumed, to which parties-
in-interest may object within 15 days from the date the the List
is filed.

The Debtors contemplate that the Plan will be confirmed by
Oct. 1, 2008.  The Effective Date of the Plan is expected to
occur on or before Nov. 1, 2008.

A full-text copy of BHM's Joint Plan of Reorganization is
available for free at:

   http://bankrupt.com/misc/BHM_JointPlanofReorganization.pdf

                       About BHM Technologies

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 on May 19, 2008 (Bankr.
W.D. Mich. 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 Debtors filed
for bankruptcy, it listed estimated assets and debts to be both
between US$100 million and US$500 million.

The Debtors have until Sept. 16, 2008, to exclusively file their
bankruptcy plan.  (BHM Technologies Bankruptcy News, Issue No.
6; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


BHM TECHNOLOGIES: Alters Terms of US$45MM DIP Fund from Lehman
--------------------------------------------------------------
BHM Technologies, LLC, and debtor affiliates, on June 6, 2008,
modified their agreement with their lenders, led by Lehman
Commercial Paper, Inc., the administrative agent, in connection
with the US$45,000,000 postpetition loan package.

The DIP Facility offered by LCPI consists of a term loan and a
revolving loan in an aggregate of up to US$45,000,000, subject
to reductions.  The Debtors have won interim approval of the
loan facility and have been allowed by the U.S. Bankruptcy Court
for the Western District of Michigan to access up to
US$30,000,000 in borrowings.

The Credit and Guarantee Agreement dated June 6, 2008, provides
for some changes, including:

    1. The closing date of the Agreement was changed from
       May 20, 2008, to June 6, 2008, to reflect the actual date
       of closing;

    2. Maturity Date was changed to Dec. 6, 2008;

    3. The DIP Lenders agree to make term loans to BHM
       Technologies "on the Closing Date, or in the case of any
       increase in Term Loan Commitments pursuant to the
       definition thereof, on the date of the increase in a
       principal amount not to exceed the amount of its Term
       Loan Commitment or the amount of the increase, as
       applicable," rather than within one week of the Closing
       Date at a set amount; and

    4. Liens created under the Michigan Special Tools Lien Act,
       Mich. Comp. Laws Section 570.541 et seq. and the Michigan
       Ownership Rights in Dies, Molds and Forms Act, Mich.
       Comp. Laws Section 445.611 et seq., whether arising prior
       to or after the Petition Date, were added as exceptions
       in the section providing for Limitation on Liens.

A copy of the June 6 DIP Credit Agreement is available free of
charge at:

     http://bankrupt.com/misc/BHM_June2008_DIP_Agreement.pdf


               Trustee Objects to DIP Financing Order

As reported by the Troubled Company Reporter on June 12, 2008,
Habbo Fokkena, United States Trustee for the Michigan/Ohio
Region IX, objects to the entry of a final order authorizing BHM
Technologies Holdings, Inc., and its debtor-subsidiaries to
obtain postpetition financing and use cash collateral, citing,
among other things, that a committee or committees of unsecured
creditors has not yet been appointed in the case.

On June 18, 2008, the TCR said that U.S. Trustee has appointed
seven members to the official Committee of Unsecured Creditors
of BHM Technologies Holdings, Inc., and its debtor-
subsidiaries.

The U.S. Trustee also told the Court that granting liens to the
DIP Lenders from proceeds of avoidance actions should be
prohibited.  Granting extensive adequate protection to the
prepetition lenders should be denied, Mr. Fokkena said.  There
is no proof that the Second Lien Lenders have any value to their
liens, nor that they are in fact secured and perfected
creditors.  
The Second Lien lenders are not in fact secured at all.  If the
First Lien lenders are the same lenders as the DIP Lenders, and
will benefit from the case, then extensive adequate protections
are not necessary.

The U.S. Trustee added that the provision providing that the DIP
order will survive conversion of the Chapter 11 cases to Chapter
7 may work a great hardship upon the unsecured creditors and any
subsequent trustee, and should be stricken.  While there have
been representations that there will be a 100% distribution to
unsecured creditors, that intention has not yet been an
accomplished fact.  The provision will bind any Chapter 11 or
Chapter 7 trustee to every provision of the DIP Order, even
though the a trustee will have never received notice of the
entry of this order and will have no opportunity to contest the
entry of the order.

                       About BHM Technologies

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 on May 19, 2008 (Bankr.
W.D. Mich. 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 Debtors filed
for bankruptcy, it listed estimated assets and debts to be both
between US$100 million and US$500 million.

The Debtors have until Sept. 16, 2008, to exclusively file their
bankruptcy plan.  (BHM Technologies Bankruptcy News, Issue No.
6; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


INNOPHOS HOLDINGS: Earns US$9.3 Million in 2008 First Quarter
-------------------------------------------------------------
Innophos Holdings Inc. reported net income of US$9.3 million for
the first quarter ended March 31, 2008, compared to a net loss
of US$2.1 million for the same period in 2007.

Net sales for the first quarter 2008 were US$162.5 million, an
increase of US$25.8 million, or 18.9%, as compared to US$136.7
million for the same period in 2007.

Operating income for the first quarter 2008 was US$23.4 million,
an increase of US$13.4 million, or 134%, compared to US$10.0
million for the comparable period in 2007.  

The first quarter of 2008 did not reflect approximately
US$3.6 million of gross profit from a GTSP (fertilizer co-
product) export shipment delayed from March into April due to a
customer's ocean shipping logistics issues and included US$2.1
million in legal fees to comply with a STPP document request
subpoena from the U.S. Department of Justice.  The first quarter
2007 was negatively affected by a US$1.4 million charge for
Mexican workforce reorganization costs.

Depreciation and amortization for the first quarter of 2008,
excluding deferred financing amortization expense, was
US$12.5 million, an increase of US$900,000 compared to US$11.6
million for the first quarter of 2007.

Net interest expense for the first quarter 2008, including
deferred financing amortization expense, was US$8.6 million, a
decrease of US$1.3 million, compared to US$9.9 million for the
comparable period in 2007.

Tax expense for the first quarter 2008 was US$5.3 million, an
increase of US$3.1 million compared to US$2.2 million for the
comparable period in 2007.

As of March 31, 2008, Innophos had US$11.7 million of cash and
cash equivalents.  Net debt at the end of the first quarter 2008
was US$386.3 million, an increase of US$17.5 million from
US$368.8 million at Dec. 31, 2007.  This increase was due to a
US$14.0 million borrowing on the company's revolving debt needed
to fund a US$32.1 million increase in working capital.  Capital
expenditures for the first quarter 2008 were US$4.1 million
versus US$4.6 million in the same quarter of 2007.

Randy Gress, chief executive officer of Innophos said, "We are
extremely pleased that our operating and net income, at
US$23.4 million and US$9.3 million respectively, were the best
results that we have had in our history as a public company.  In
order to achieve these results we have continued to focus on
providing excellent customer service, assuring product supply,
and improving efficiency and the strength of our supply chain.  
We are also anticipating and rapidly responding to the dynamic
rate of change in our markets and successfully increasing
prices."

                       2008 Market Outlook

The company disclosed that market prices of phosphate rock and
sulfur, two primary raw materials used in the production of
specialty phosphates, have increased substantially over the last
several quarters.  If current raw material market price levels
for phosphate rock and sulfur are sustained throughout 2008 into
early 2009, the company currently estimates that annual raw
material costs will increase by an amount equivalent to
approximately 50-60% of 2007 annual sales by the second quarter
2009, as compared to the Innophos cost structure at the end of
2007.  Approximately half of this cost increase is expected to
occur during 2008, the balance is expected to occur in the first
quarter of 2009.

Historically, Innophos has successfully recovered raw material,
energy, and other cost increases through price increases.  
During the fourth quarter of 2007, the company implemented price
increases in all its product lines, most of which became
effective Jan. 1, 2008.  Innophos also implemented price
increases in February and April 2008.  The company has also
recently announced additional price increases to be implemented
through June 2008. These price increases are for the most part
expected to be realized by July 2008 and are expected to allow
Innophos to meet or exceed the near term increases in raw
material costs.  During 2008 management therefore expects price
increases will be achieved ahead of realized cost increases by a
material amount.

Randy Gress commented, "We benefit from a flexible production
infrastructure that allows us to adjust to customer demand
shifts in the current environment.  Innophos' infrastructure and
staff are equipped to respond to these conditions.  Nonetheless,
our overall mission remains the same: to deliver quality
products and lead in specialty phosphate production and customer
service. Through price actions and operating improvements, we
expect to again expand operating profit and margins in 2008, in
addition to what we accomplished in 2007."

                          Balance Sheet

At March 31, 2008, the company's consolidated balance sheet
showed US$553.5 million in total assets, US$502.6 million in
total liabilities, and US$50.9 million in total stockholders'
equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available
for free at http://researcharchives.com/t/s?2e87

                     About Innophos Holdings

Headquartered in Cranbury, N.J., Innophos Holdings Inc. (Nasdaq:
IPHS) -- http://www.innophos.com/-- the holding company for a  
leading North American manufacturer of specialty phosphates,
serves a diverse range of customers across multiple
applications, geographies and channels.  Innophos offers a broad
suite of products used in a wide variety of food and beverage,
consumer products, pharmaceutical and industrial applications.  
Innophos has manufacturing operations in Nashville, Tenn.;
Chicago Heights, Ill.; Chicago (Waterway), Ill.; Geismar, Los
Angeles; Port Maitland, Ontario (Canada); and Coatzacoalcos,
Veracruz and Mission Hills, Guanajuato (Mexico).

                          *     *     *

The TCR reported on April 17, 2007, that Standard & Poor's
Ratings Services assigned its 'CCC+' rating to US$66 million of
senior unsecured notes due 2012 to be issued by Innophos
Holdings, parent company of Innophos Inc.  The rating still
holds to date.  S&P also affirmed the 'B' corporate credit
rating and other ratings on Innophos Inc.  

The TCR reported on April 18, 2008 that Moody's Investors
Service assigned a B1 corporate family rating to Innophos
Holdings, Inc. and a B3 rating to the company's new
US$66 million senior unsecured notes due 2012.  The ratings
still hold to date.

The new notes are being issued by Innophos Holdings to refinance
US$61 million of debt of its subsidiary, Innophos Investments
Holdings, Inc.


MEXORO MINERALS: Releases Drill Results From Cieneguita Project
---------------------------------------------------------------
Mexoro Minerals Ltd. reported the drill results from three
additional holes from the Cieneguita project, located in
Chihuahua, Mexico.  Drill holes CI-21 to CI-24 were part of the
recently completed drill project at Cieneguita, consisting of 31
core holes totaling 7,166 meters.  The company has also included
the complete assay results for hole CI-21 (partially reported
results from CI-21 in a press release dated May 21, 2008,
included 74 meters of 1.72 g/t gold and 119.77 g/t silver).

Partial results from Hole CI-22 stopped in mineralization,
including a 5-meter mineralized interval of 1.17 g/t Au and 157
g/t Ag (intercepted at the end of the hole).  In addition, the
complete assay results from CI-21 included 111.50 meters of 1.24
g/t Au, 99.59 g/t Ag, 0.45% Pb and 0.73% Zn, and 74 meters of
1.72 g/t Au and 119.77 g/t Ag.  Hole CI-24 yielded 59.50 meters
of 1.31 g/t Au and 60.38 g/t Ag.  Hole CI-23 did not encounter
economic mineralization.

The Summary of these assay results are seen in the table below
(visit http://www.mexoro.comfor further assay details, and a  
map showing the locations of holes CI-01 to CI-31).


Hole    From (m) To(m) Interval(m) Aug(g/t) Ag(g/t) Pb(%) Zn(%)
---------------------------------------------------------------
CI-21     42.50  154.0   111.50     1.24     99.59  0.45  0.73
Including 42.50  116.50   74.00     1.72    119.77  0.49  0.79
CI-22       0.0   89.50   89.50     0.57     50.98  0.10  0.17
Including 15.00   30.00   15.00     1.03     59.58
Including 21.00   27.00    6.00     1.68     75.07  0.40  0.81
Including 77.00   89.50   12.50     0.84     79.96
Including 84.50   89.50    5.00     1.17    157.03
CI-24       0.0   59.50   59.50     1.31     60.38
Including 12.50   42.05   29.55     1.65     90.90
Including 15.50   29.00   13.50     1.70    161.81
Including 47.85   52.00    4.15     1.32     38.55  0.50  1.25

In a press release dated May 21, 2008, Hole CI-21 was collared
to the south of Pit 2 in a southeast direction.  This drill hole
was designed to test anomalous and high grade gold values
obtained from surface samples taken during the mapping process
carried out in 2007.  The results indicate an expansion of both
the near surface oxide mineralization and the deeper sulfide
gold-silver (+lead-zinc) mineralization.  Gold, silver and base
metals mineralization intersected in drillhole CI-21 may
represent a new hydrothermal mineralization center at the
southwest portion of the Cieneguita system that could
significantly increase the potential of the project.  Assay
results from CI-26 to CI-31 are still pending from ALS Chemex.

Mexoro Minerals Vice President of Exploration, Barry Quiroz
comments, "We are very pleased to see these extensions of the
mineralization, and the consistency in grades provides evidence
of large bulk tonnage precious metals (+/- base metals)
deposit."

The qualified person who has reviewed this news release is Dana
C. Durgin, M. Sc. Economic Geology.  He is a Certified
Professional Geologist (CPG #10364) with the American Institute
of Professional Geologists, and a Registered Professional
Geologist in Wyoming (PG-2886).

                     About Mexoro Minerals

Mexoro Minerals Ltd. (MXOM.OB) -- http://www.mexoro.com/-- is     
an exploration and production company focused on mining precious
metals in the traditionally mineral rich Sierra Madre region of
Chihuahua, Mexico.  Mining operations are through a 100%-owned
Mexican subsidiary, Sunburst de Mexico, S.A. de C.V.  Sunburst
Mexico owns or has options on three historical gold-silver mines
for which additional exploration has confirmed significant
mineral potential.  The company has also staked claims on
additional attractive properties, in the Chihuahua area.  

                         *     *      *

As reported in the Troubled Company Reporter-Latin America on
June 18, 2008, Mexoro Minerals Ltd., as of Feb. 29, 2008,
reported total assets US$857,671, total liabilities of
US$2,235,116, resulting in a stockholder's deficit of
US$1,377,445, the company's consolidated balance sheet filed
with the U.S. Securities and Exchange Commission reveals.  Its
balance sheet as of Feb. 28, 2007, showed a stockholder's equity
of US$269,492.


MOVIE GALLERY: Board of Directors Adopts Incentive Equity Plan
--------------------------------------------------------------
In a regulatory filing with the U.S. Securities and Exchange
Commission, Movie Gallery Inc. and its debtor-affiliates
disclosed that their board of directors adopted the 2008 Omnibus
Equity Incentive Plan on June 11, 2008, as approved by the
holders of a majority of the outstanding shares of the company's
common stock, according to S. Page Todd, executive vice
president, secretary and general counsel of the Debtors.

Mr. Todd explained that the Equity Incentive Plan authorizes the
issuance of an aggregate of 2,828,226 shares of Movie Gallery
common stock in connection with the grant of non-statutory stock
options, incentive stock options, stock appreciation rights,
restricted shares, performance units, performance shares,
dividend equivalents or other stock-based awards.

Under the Equity Incentive Plan, any employee, officer, non-
employee director or non-employee consultant of Movie Gallery or
its subsidiaries are eligible for awards.  No person may be
granted awards in excess of 1,131,290 shares in any calendar
year, subject to adjustment for certain transactions, Mr. Todd
added.

The Compensation Committee, who will administer the Equity
Incentive Plan, has the authority to determine and designate the
persons to whom awards will be made, as well as the terms,
conditions and restrictions applicable to each award, including,
but not limited to, the option price, restriction or limitation,
vesting schedule or acceleration, forfeiture restrictions and
performance goals and criteria, Mr. Todd disclosed.

The Equity Incentive Plan will remain in effect until the
earlier of:

   i) May 20, 2018; or

  ii) the date that all shares of common stock will have been
      purchased or acquired and the restrictions of all
      restricted shares granted under the Equity Incentive Plan
      will have lapsed.

A full-text copy of Movie Gallery's 2008 Omnibus Equity
Incentive Plan is available for free at:

              http://researcharchives.com/t/s?2e7d

                       About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment   
specialty retailer.  The company owns and operates 4,600 retail
stores that rent and sell DVDs, videocassettes and video games.
The company has operations in Mexico.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849
to 07-33853).  Anup Sathy, Esq., Marc J. Carmel, Esq., and
Richard M. Cieri, Esq., at Kirkland & Ellis LLP, represent the
Debtors.  Michael A. Condyles, Esq., and Peter J. Barrett, Esq.,
at Kutak Rock LLP, is the Debtors' local counsel.  The Debtors'
claims & balloting agent is Kurtzman Carson Consultants LLC.  
When the Debtors' filed for protection from their creditors,
they listed total assets of US$891,993,000 and total liabilities
of US$1,419,215,000.

The Official Committee of Unsecured Creditors has selected
Robert J. Feinstein, Esq., James I. Stang, Esq., Robert B.
Orgel, Esq., and Brad Godshall, Esq., at Pachulski Stang Ziehl &
Jones LLP, as its lead counsel, and Brian F. Kenney, Esq., at
Miles & Stockbridge PC, as its local counsel.

The U.S. Bankruptcy Court for the Eastern District of Virginia
confirmed the Debtors' Second Amended Chapter 11 Plan of
Reorganization on April 9, 2008.  (Movie Gallery Bankruptcy News
Issue No. 30; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


MOVIE GALLERY: Names Sherif Mityas as Retail Operation CEO
----------------------------------------------------------
Movie Gallery Inc. and its debtor-affiliates appointed Sherif J.
Mityas as chief operating officer and president of retail
operations of the Debtors effective June 16, 2008, according to
a disclosure filed with the U.S. Securities and Exchange
Commission dated June 11.

Jeffrey S. Stubbs, who formerly served as President of Retail
Operations, has resigned from Movie Gallery.

According to S. Page Todd, Movie Gallery executive vice
president, secretary, general counsel and chief compliance
officer, Mr. Mityas has been employed by A.T. Kearney, Inc. in a
variety of positions, most recently as a partner and North
America Practice Leader.  Mr. Mityas also served as senior
manager at Deloitte & Touche Consulting Group and as an
associate at A.T. Kearney, Inc, but began his career in 1989 at
Pratt &Whitney - United Technologies Corp. as a senior
aerodynamic engineer.

Mr. Mityas received a B.S. in Aerospace Engineering from Boston
University, a M.S. in Mechanical Engineering from Rensselaer
Polytechnic Institute, and a M.B.A. from the J.L. Kellogg
Graduate School of Management at Northwestern University, Mr.
Todd disclosed.

"[Mr. Mityas] is a strong and capable leader with an extensive
background in retail operations, store merchandising and supply
chain management," said C.J. "Gabe" Gabriel, chief executive
officer of Movie Gallery.  "His knowledge and understanding of
the retail industry will be invaluable as we continue to build
on the strength of our store operations, merchandising and
supply chain management to improve our operating metrics. I look
forward to working closely with Sherif to enhance store
operations and better integrate our brands and businesses."

In connection with Mr. Mityas' appointment as COO, Movie Gallery
and Mr. Mityas entered into an Employment Agreement dated
June 9, 2008.

Under the Employment Agreement, Mr. Mityas will receive:

   * an annual base salary of US$450,000;

   * a signing bonus equal to US$450,000, subject to pro rata
     reduction if his employment with the Company terminates
     prior to December 31, 2009;

   * a performance bonus of up to 100% of his base salary
     beginning in 2009, based on his achievement of targets
     established by the Company's Board of Directors;

   * an option to purchase 233,665 shares of Movie Gallery
     common stock, which will vest in three equal annual
     installments; and

   * an additional option to purchase between 58,416 and 350,497
     shares of common stock, depending on the Company's
     performance, upon the Company's achievement of certain
     performance goals for 2009.

Pursuant to the Employment Agreement, either the Debtors or Mr.
Mityas may terminate his employment at any time by reason of
death or permanent disability, termination by the Company for
cause or by resignation.  Mr. Mityas or his estate will receive
his accrued base salary through the termination date, Mr. Todd
notes.

If the Debtors terminate Mr. Mityas without Cause, he will
receive his accrued base salary, as well as severance equal to
two times his base salary, and his options will fully vest.

Additionally, the Employment Agreement provides that Mr. Mityas
agrees not to disclose confidential information of the Debtors
during the term of his employment or after his termination.

For two years after his termination, Mr. Mityas also agrees not
to (i) compete with the Debtors, (ii) to be employed by or
perform services for a competitor of the Debtors, (iii) to
invest in any of its competitor, (iv) to interfere with the
Debtors' business relationships with its customers and
suppliers, or (v) to solicit employees of the Debtors for two
years following his termination.

A full-text copy of the Employment Agreement is available for
free at http://researcharchives.com/t/s?2e7e

                       About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment   
specialty retailer.  The company owns and operates 4,600 retail
stores that rent and sell DVDs, videocassettes and video games.
The company has operations in Mexico.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849
to 07-33853).  Anup Sathy, Esq., Marc J. Carmel, Esq., and
Richard M. Cieri, Esq., at Kirkland & Ellis LLP, represent the
Debtors.  Michael A. Condyles, Esq., and Peter J. Barrett, Esq.,
at Kutak Rock LLP, is the Debtors' local counsel.  The Debtors'
claims & balloting agent is Kurtzman Carson Consultants LLC.  
When the Debtors' filed for protection from their creditors,
they listed total assets of US$891,993,000 and total liabilities
of US$1,419,215,000.

The Official Committee of Unsecured Creditors has selected
Robert J. Feinstein, Esq., James I. Stang, Esq., Robert B.
Orgel, Esq., and Brad Godshall, Esq., at Pachulski Stang Ziehl &
Jones LLP, as its lead counsel, and Brian F. Kenney, Esq., at
Miles & Stockbridge PC, as its local counsel.

The U.S. Bankruptcy Court for the Eastern District of Virginia
confirmed the Debtors' Second Amended Chapter 11 Plan of
Reorganization on April 9, 2008.  (Movie Gallery Bankruptcy News
Issue No. 30; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


OCEANOGRAFIA SA: S&P Puts B+ Long-Term Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services has assigned its 'B+' long-
term corporate credit rating to Oceanografia S.A. de C.V.  S&P
also assigned its 'B+' senior secured debt rating to its
proposed US$375 million notes.  S&P's expectations of recovery
on the proposed issue, which is secured by a number of the
vessels, are average (30% to 50%), which results in no
differentiation from the corporate credit rating.  The outlook
is stable.
      
"The ratings assigned to Oceanografia S.A. de C.V. reflect the
issuer's high customer and geographic concentration, as well as
a heavy capital expenditure budget that will result in negative
free operating cash flow and high financial leverage during the
next three years," said S&P's credit analyst Juan Pablo Becerra.  
The ratings are supported by Oceanografia's long-standing
relationship with Petroleos Mexicanos (Pemex; BBB+/Stable/),
S&P's expectations of strong investments by Petroleos Mexicanos
in off-shore exploration and production activities in the Gulf
of Mexico during the next couple of years, its strong position
in the pipe laying business, and its relatively large backlog.
     
As a regular supplier in the business, Oceanografia has settled
some commercial disputes with Petroleos Mexicanos in the past.  
Given economic and political considerations arising from the
assignment of large contracts, Oceanografia is exposed to swings
in the relationship with Petroleos Mexicanos, which could result
in future loss of business.  Recently, the Mexican Congress has
reportedly investigated Petroleos Mexicanos because of its
practices and policies relating to the awarding of contracts to
its contractors, including Oceanografia.  Although Oceanografia
strongly refutes any impropriety in its dealings with the the
state-owned petroleum company, previous and continuing media
coverage and future investigation or administrative litigation
could damage its relationship with Petroleos Mexicanos.  
However, according to the conclusions of the investigation,
there was no wrongdoing in the assignment of contracts to
Oceanografia.  Additionally, although S&P believes that the
company has made significant improvements in its corporate
governance during the past two years, S&P still considers
this area weak relative to peers due to over-reliance on the
Chief Executive Officer.
     
As of March 31, 2008, Oceanografia was working under 28
Petroleos Mexicanos contracts: five pipe laying; 10 inspection,
maintenance, and repair; and 13 vessel chartering.  The
remaining contracts' value was US$1.25 billion (original
contract amount US$1.81 billion).  Considering these awarded
contracts, S&P estimates Oceanografia's backlog at 2.3 years
(2008 expected revenue), which is considerably higher than its
international peers.  Additionally, S&P believes that
Oceanografia's backlog will increase significantly once Goliath
and Sampson start operations.
     
The outlook is stable.  The outlook reflects S&P's expectations
of strong top-line growth that should allow Oceanografia to
improve its key financial ratios.  Coupled with the delivery of
its new vessels, this should allow the company to generate
positive free operating cash flow in 2011.  Weakness in
Ocenografia's financial performance and operating cash flow
generation, and hence higher debt requirements relative to S&P's
expectations, or delays in Goliath and Sampson's incorporation
could lead to a negative rating action.  If the company can
diversify its customer base and maintain its current backlog and
profitability, S&P could raise the rating.

Founded in 1968, Oceanografia S.A. de C.V. --
http://www.oceanografia.com.mx/-- provides pipe laying and pipe  
burial construction services; inspection, maintenance and repair
services; and vessel chartering services for state-owned
petroleum company Petroleos Mexicanos in the Bay of Campeche,
Mexico.


QUEBECOR WORLD: Seeks to Assume Dex Media Printing Deal
-------------------------------------------------------
Debtor Quebecor World (USA) Inc., and Dex Media, Inc., are
parties to a master agreement for printing services, dated
March 31, 2005.  The printing agreement provides for QWUSA to
print telephone directories for Dex through Dec. 31, 2014.  
Sales volume of the printing agreement was estimated at about
US$200,000,000, Michael J. Canning, Esq., at Arnold & Porter
LLP, in New York, related.

Because of significant events since the parties entered into the
agreement, they have discussed and agreed to certain changes to
the printing agreement to meet their business needs, correct
certain errors in the initial agreement, modify the schedules to
the printing agreement, and expand the scope of the business
relationship.

Under the amended agreement, the term of the printing agreement
will be extended by one year, through Dec. 31, 2015.  The
amended agreement also provides for the expansion of the
products to be manufactured by QWUSA.  Incremental sales
associated with the additional products are forecast at
US$25,000,000, over the term of the agreement, Mr. Canning said.  
The amendments also resolve certain open issues between the
parties related to the timing of future scheduled work.

The Debtors seek the permission of the U.S. Bankruptcy Court for
the Southern District of New York to amend the agreement and
assume the agreement, as amended.

Mr. Canning said the Debtors do not have any cure payments or
obligations to satisfy in connection with the assumption of the
agreement.  He contended that the amendments will provide QWUSA
with substantial revenue and earnings.

                       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 Sept. 30, 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. 18; 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: Incurs US$190MM Net Loss in First Quarter 2008
--------------------------------------------------------------
The consolidated revenues of Quebecor World Inc. and its debtor-
affiliates for the first quarter of 2008 were US$1.26 billion, a
9.2% decrease when compared to US$1.39 billion for the same
period in 2007.  Excluding the impact of currency translation,
revenues were US$1.20 billion for the quarter, down 13.6%
compared to the same period in 2007.  The decrease in revenues
resulted from plant closures, the impact of the Insolvency
Proceedings, decreased volumes and continued price pressures.  

In the first quarter of 2008, Adjusted EBIT decreased to
US$34.8 million compared to US$11.2 million for the same period
in 2007.  Adjusted EBIT margin was negative 2.8% for the first
quarter, compared to 0.8% for the same period in 2007.  These
results were impacted by the loss on abandonment of business and
disposals of US$32.0 million related to the UK subsidiary placed
into administration.

The Debtors incurred a net loss of US$190.0 million for the
first quarter ended March 31, 2008.

Paper sales, excluding the effect of currency translation,
decreased by 17.7% for the first quarter of 2008, compared
to the same period in 2007.  Although the variance in paper
sales has an impact on revenues, it has little impact on
operating income because the cost is generally passed on to the
customer.  Most of the Debtors' long-term contracts with its
customers include price-adjustment clauses based on the cost of
materials in order to minimize the effects of fluctuation in the
price of paper.  Cost of sales for the first quarter of 2008
decreased by 8.1% to US$1.08 billion compared to US$1.18 billion
for the corresponding period in 2007.  The decrease compared to
the first quarter of 2007 is explained mostly by decreases in
sales volume and labor costs.  Gross profit margin was 14.5% in
the first quarter of 2008 compared to 15.6% in 2007.  

Excluding the negative impact of currency, gross profit margin
increased to 14.8% in the first quarter of 2008.  Selling,
general and administrative expenses for the first quarter of
2008 were US$114.0 million compared with US$113.4 million for
the same period in 2007.  Excluding the unfavorable impact of
currency translation of US$6.7 million, selling, general and
administrative expenses decreased by 5.4% compared to the same
period last year.

Securitization fees were nil for the first quarter of 2008,
compared to US$5.9 million for the first quarter of 2007.  The
variation is explained by the termination of the North American
program as of Jan. 23, 2008 as well as the termination of the
European program in December 2007, which was then replaced by
the European factoring program included on the Debtors' balance
sheet.  Depreciation and amortization expenses were US$71.7
million in the first quarter of 2008, compared with US$75.2
million for the same period in 2007.

Loss on abandonment of business and disposals for the first
quarter of 2008 was US$32.0 million and related to the
abandonment of its UK subsidiary placed into administration.  
The loss of US$11.0 million in 2007 was attributable to the
disposal of the Lille, France facility.  During the first
quarter of 2008, the Debtors recorded impairment of assets,
restructuring and other charges of US$39.4 million, compared to
US$29.5 million for the same period in 2007.  The charge for the
quarter was mainly related to the closure and consolidation of
facilities in North America as well as the impairment of long-
lived assets in North America and Europe.

Financial expenses were US$82.0 million in the first quarter of
2008, compared to US$33.9 million for the same period in 2007.  
The increase is mainly due to the amortization of financing
costs of US$53.9 million and by the effect of higher interest
rates on the DIP facility and a higher level of debt, partially
offset by net gains on foreign exchange.  The Debtors recorded
Reorganization items which represent post-filing expenses, gains
and losses, and
provisions for losses that can be directly associated with the
reorganization and restructuring of the Applicants.  The total
expense for the first quarter of 2008 is US$14.2 million.  The
cash flow usage amounts to US$3.9 million and relates primarily
to professional fees.  

Income tax expense was US$17.2 million in the first quarter of
2008, compared to a recovery US$14.1 million for the same period
in 2007.  Income tax expense before IAROC was US$15.8 million in
the first quarter of 2008, compared to a recovery of US$7.7
million for the same period last year.  For the first quarter
ended March 31, 2008, the Debtors reported a loss per share of
US$1.29 compared to a loss per share of US$0.34 for the same
period in 2007. These results incorporated IAROC, net of income
taxes, of US$38.0 million or US$0.26 per share compared with
US$23.1 million or US$0.17 per share for the same period in
2007.  Adjusted loss per share was US$1.03 in the first quarter
of 2008 compared to US$0.17 in the same period of 2007.

The Debtors' consolidated balance sheet showed total assets of
US$4.2 billion, total liabilities of US$4.7 billion, and total
stockholders' deficit of US$508.7 million as of March 31, 2008.

                      Long-Term Debt Default

On Jan. 16, 2008, since the Debtors have not obtained the
US$125.0 million of new financing, as had been required under
the terms of the revolving bank facility and North American
securitization program waivers, the Debtors became in default
under its revolving bank facility, its Equipment financing
facility and its North American securitization program.  Upon
filing for creditor protection in the Insolvency Proceedings on
Jan. 21, 2008, the Debtors became in default under substantially
all of its other debt agreements and instruments.

Liquidity risk is the risk that the company will not be able to
meet its financial obligations as they fall due or the risk that
these financial obligations be met at excessive cost.  The
Debtors is under creditor protection as of Jan. 21, 2008.

A full-text copy of the Debtors' first quarter 2008 press
release and financial highlights is available for free at:
http://ResearchArchives.com/t/s?2e64

A full-text copy of the Debtors' first quarter 2008 financial
statements is available for free at:
http://ResearchArchives.com/t/s?2e65

A full-text copy of the Debtors' first quarter 2008 management
discussion and analysis is available for free at:
http://ResearchArchives.com/t/s?2e66

                       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 $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The company has until Sept. 30, 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. 18; 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
====================

DENNY'S CORPORATION: Discloses New Organizational Structure
-----------------------------------------------------------
Denny's Corporation redesigned its organizational structure to
support its ongoing transition to a franchise-focused business
model.

The company has completed an extensive review of its
organizational structure in comparison with many prominent
franchise systems.  In April, the company realigned its senior
leadership with three executive officers reporting to the Chief
Executive Officer.  The company has restructured the
organization under this leadership to effectively execute its
new strategic direction with primary emphasis on sales, brand
and franchise.

Additionally, the company has created four Regional Vice
Presidents of Operations positions that will have accountability
for the performance of both company and franchise restaurants
within a geographic region.  The RVP's and their support teams
will manage an integrated effort to drive guest counts, sales
and profitability while ensuring operational excellence.  The
company is also strengthening its marketing focus with resources
dedicated to sales, consumer insights, innovation and an
enhanced local marketing effort through a strategic
collaboration with Denny's operational leadership.

"Through the success of Denny's Franchise Growth Initiative, the
mix of franchised restaurants in the Denny's system is now up to
76%," Nelson Marchioli, President and Chief Executive Officer,
stated.  "In our quest to become a franchisor-of-choice in the
restaurant industry, we must continue to evolve our corporate
structure and mission to focus on driving sales, expanding the
brand and providing valuable support to our franchisees.  We
have determined that to be competitive in today's challenging
operating environment it is necessary to reallocate resources
and streamline our structure.  We see many opportunities ahead
for the Denny's brand and look forward to working with our
franchisees to capitalize on our growth prospects."

The new organizational structure increases brand and franchisee
support, but also allows for consolidation of certain
departments and job functions resulting in the near-term
elimination of approximately 50 positions.  As a result of these
staff reductions, the company expects to incur a restructuring
charge attributable to severance and other expense of
approximately US$5 million in the second quarter of 2008, which
will be paid out over the next 12 months.  Additionally, the
company expects to realize annualized savings of approximately
US$6 to US$8 million in core general and administrative expense
(which excludes share-based compensation and annual incentive
compensation).  This expense reduction will phase in during the
second half of 2008.

Headquartered in Spartanburg, South Carolina, Denny's
Corporation (Nasdaq: DENN) -- http://www.dennys.com/-- is a    
full-service family restaurant chain, consisting of 373 company-
owned units and 1,177 franchised and licensed units, with
operations in the United States, Canada, Costa Rica, Guam,
Mexico, New Zealand and Puerto Rico.

At March 26, 2008, the company's consolidated balance sheet
showed US$384.8 million in total assets and US$557.0 million in
total liabilities, resulting in a US$172.2 total stockholders'
deficit.


DORAL FINANCIAL: Raymond Quinlan & Gerard Smith Joins Board
-----------------------------------------------------------
Doral Financial Corporation has appointed Raymond J. Quinlan and
Gerard L. Smith as members of its Board of Directors.  Both
appointments are in addition to the current nine members of the
company’s Board.

"Both Mr. Quinlan’s and Mr. Smith’s appointments to the
Company’s Board further strengthen our already exemplary group
of directors.  Their vast experience in developing and executing
business models, strategic planning, and mergers and
acquisitions in the world’s top markets will provide valuable
leadership, knowledge and further depth to our business," said
Glen R. Wakeman, president and CEO of Doral Financial
Corporation.

Mr. Quinlan is a former managing director of Mergers and
Acquisitions Execution for all Citigroup proprietary businesses.  
Most recently he served as Chairman and Chief Executive Officer
of Retail Distribution North America (RDNA), a retail financial
services business comprised of Citibank NA, CitiFinancial,
Primerica Financial Services, and Direct Bank (Internet).

Mr. Quinlan’s career in financial services spans over 25 years
with roles including Citigroup’s first CEO of the International
Cards Division.  Among his highlights as International Cards
chief executive was the launch of the Shanghai Pudong
Development Bank Partnership, making Citibank the first foreign
organization to distribute credit cards in China.  Citigroup’s
International Cards Division operates franchises in more than 40
countries and services over 7 million customers.  Mr. Quinlan is
also the former chief financial officer of North American
Consumer and the founder and CEO of Citicorp Investment
Services.

Mr. Quinlan has also been a member of the Board of Directors of
Boston’s CitiPerforming Arts Center, and has served on
Citigroup’s Operating Committee, the Citigroup Management
Committee, the Global Consumer Planning Group, and the FINALCO
Committee.  He is a certified public accountant, holds a PhD. in
Economics from the City University of New York, as well as
M.B.A. degrees from both Columbia University and New York
University, and a B.A. from Fordham University.

Mr. Smith, who has over 30 years experience in the financial
industry, has focused the majority of his financial career on a
number of noteworthy mergers & acquisitions, including deals
involving HSBC, Capital One, AMSouth, and the Bank of Canada.  
Most recently, he served as Managing Director in charge of Bank
Mergers and Acquisitions at Credit Suisse.

Mr. Smith was one of the three founding members of the Financial
Institutions Group (FIG) at Salomon Brothers. He lead Salomon’s
Europe Corporate Finance group and served as Managing Director
of the group’s Mergers & Acquisitions division, as well as
Managing Director of Salomon’s Commercial Bank Group.  He also
served as head of the UBS Bank Group and has extensive
experience handling regulatory crises and strategic planning for
the boards of directors of various financial institutions.

Mr. Smith holds a B.A. from Yale University and MBA from
Harvard.  He currently serves on the Yale Development Board and
the Canterbury School Board of Directors.

Based in New York City, Doral Financial Corp. (NYSE: DRL)
-- http://www.doralfinancial.com/-- is a diversified financial
services company engaged in mortgage banking, banking,
investment banking activities, institutional securities and
insurance agency operations.  Its activities are principally
conducted in Puerto Rico and in the New York City metropolitan
area.  Doral is the parent company of Doral Bank, a Puerto Rico
based commercial bank; Doral Securities, a Puerto Rico based
investment banking and institutional brokerage firm; Doral
Insurance Agency Inc. and Doral Bank FSB, a federal savings bank
based in New York City.

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
April 3, 2008, Standard & Poor's Ratings Services raised its
long-term counterparty credit rating on Doral Financial Corp. to
'B+' from 'B' and removed it from CreditWatch Positive, where it
had been placed July 20, 2007.  S&P said the outlook is stable.



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

HERCULES OFFSHORE: J. Rynd Replaces R. Stilley as CEO
-----------------------------------------------------
Hercules Offshore, Inc. board of directors has appointed John T.
Rynd as the company's Chief Executive Officer and President,
succeeding Randall D. Stilley, who has resigned as Chief
Executive Officer and President of the company and as a
director.  Mr. Rynd also has been appointed as a director.

Mr. Rynd has served as Executive Vice President and Chief
Operating Officer of the company since July 2007.  Mr. Rynd
joined the company in September 2005, serving as Senior Vice
President of Hercules Offshore and President of Hercules
Drilling Company, LLC.  Previously, Mr. Rynd spent 15 years at
Noble Drilling Services, Inc, serving in a variety of management
roles, including Vice President Investor Relations and Vice
President Marketing and Contracts.  Prior to joining Noble
Corporation, Mr. Rynd worked on offshore drilling rigs
for Rowan Companies Inc. for 10 years in various roles of
increasing levels of responsibility.

On the announcement, Mr. Stilley stated, "I am proud of my time
at Hercules Offshore and what we accomplished.  With the
integration of several key acquisitions completed, the recent
downturn in the company's domestic businesses now clearly behind
us, and the platform for international expansion in place, the
time to turn the reins of the company over to John Rynd is
ideal."

Chairperson of the Board, John Reynolds stated, "We appreciate
the contributions Randy has made to Hercules Offshore over the
past four years.  With Randy's leadership, the company
experienced tremendous growth, generating an increase in the
company's total enterprise value from approximately US$100
million to over US$4 billion today.  We thank him for his
service and we wish him all the best."

Mr. Reynolds continued, "We are grateful that John Rynd has
agreed to serve as our new CEO and President.  The board has
great confidence in John and his management team to continue the
company's growth and international expansion."

Headquartered in Houston, Texas, USA, Hercules Offshore, Inc.
(Nasdaq: HERO) provides shallow-water drilling and lift boat
services to the oil and natural gas exploration and production
industry in the United States Gulf of Mexico and
internationally.  It operates a fleet of 35 jackup rigs, 27
barge rigs, 65 liftboats, three submersible rigs, one platform
rig and a fleet of marine support vessels.   Its services are
organized in four segments, Domestic Contract Drilling Services,
International Contract Drilling Services, Domestic Marine
Services and International Marine Services.  The company's
Domestic Contract Drilling Services and Domestic Marine Services
are conducted in the United States Gulf of Mexico, its
International Contract Drilling Services are conducted offshore
Qatar and India, and its International Marine Services are
conducted in West Africa.  The company also has operations in
Venezuela, Trinidad and Mexico.

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 5, 2008, Standard & Poor's Ratings Services has affirmed its
'BB' bank loan and recovery rating of '2' on the US$1.15 billion
senior secured credit facilities of Hercules Offshore Inc., as
well as its 'BB-' Corporate Credit Rating with stable outlook.  
The recovery rating of '2' indicates S&P's expectation of
substantial (70% to 90%) recovery in the event of a payment
default.


PETROLEOS DE VENEZUELA: Eyes 8 Rigs Yearly With China National
--------------------------------------------------------------
Nathan Crooks at Business News Americas reports that Venezuelan
Oil Minister and Petroleos de Venezuela S.A. President Rafael
Ramirez said the firm's joint venture with China National
Petroleum Corp. will produce eight rigs per year in Venezuela.

BNamericas relates that Petroleos de Venezuela holds an 85%
stake in the joint venture, while China National owns 15%.  
Minister Ramirez said at the Latin American Petroleum Show in
Maracaibo that the joint venture will invest some US$434 million
in the project.

According to BNamericas, Petroleos de Venezuela received the
first two of 13 rigs from China in November 2007.  The rigs were
delivered under a deal signed with China National.  Venezuela's
Seniat tax authority said that in June 2008, three new rigs
arrived.  After the 113 rigs are delivered, Petroleos de
Venezuela will launch a second phase of the program with China
National to assemble Chinese rigs in Venezuela.  A third phase
of the program will let the joint venture build the rigs
"domestically".

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

                        *     *     *

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

Also in March 2007, Fitch Ratings gave a BB- rating to PdVSA's
Senior Unsecured debt.

On Feb. 7, 2007, Moody's Investors Service affirmed the
company's B1 global local currency rating.




                            ***********


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
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Information contained herein is obtained from sources believed
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           * * * End of Transmission * * *