TCRLA_Public/080711.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

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

              Friday, July 11, 2008, Vol. 9, No. 137

                            Headlines




A R G E N T I N A

ALITALIA SPA: Rescue Plan Entails up to EUR800 Million Cash Hike
ALITALIA SPA: Board Reviewing Independent Directors' Status
COEUR D'ALENE: Promotes, Hires Execs in NorthAm & SouthAm Units
COMPANIA PRIVADA: Trustee to File Individual Reports on Monday
LAS PORTENAS: Trustee to Submit General Report on Monday

LUKE MUNRO: Creditors to Vote on Settlement Plan on Monday


B A H A M A S

MESA AIR: Judge Articulates Injunction in Delta Air Suit


B E R M U D A

CAMELBACK INSURANCE: Court Names Mark Smith as Liquidator
FAR EASTERN: Proofs of Claim Filing Deadline Is July 23
FAR EASTERN: Sets Final Shareholders Meeting for Aug. 14


B R A Z I L

ATARI INC: JH Cohn Expresses Going Concern Doubt
DIRECTV GROUP: Subsidiary Closes Service Deal With 180 Connect
FRESENIUS SE: APP Acquisition Deal Cues S&P's Negative Outlook
INTERPUBLIC GROUP: Forms Mediabrands; Appoints Nick Brien as CEO
METROLOGIC INSTRUMENTS: Acquisition Cues Moody's to Remove Rtgs.


C A Y M A N  I S L A N D S

ARE IV: Deadline for Proofs of Claim Filing Is July 16
ARE IV: Will Hold Final Shareholders Meeting on July 16
BEAR STEARNS: Fund Liquidators Amend Bear Suit, Seek US$1.5 Bil.
BEAR STEARNS: Will Not Pursue Further Chapter 15 Appeal
KILMACUD CAPTIAL: Proofs of Claim Filing Deadline Is July 16

KILMACUD CAPTIAL: Holds Final Shareholders Meeting on July 16
NECAS LIMITED: To Hold Final Shareholders Meeting on July 15
SAUE INC: Deadline for Proofs of Claim Filing Is July 15
SAUE INC: Will Hold Final Shareholders Meeting on July 16
SR JAPAN FUND: Will Hold Final Shareholders Meeting on July 15


C H I L E

AES CORP: Selling Wind Power to Old Dominion


C O L O M B I A

ECOPETROL: Ortega Sur Well Produces 7.5MM Cubic Ft. of Gas Daily


C O S T A  R I C A

ALCATEL-LUCENT SA: To Publish Q2 2008 Results on July 29


J A M A I C A

SUGAR COMPANY: Funds for Workers' Redundancy Payments Identified


M E X I C O

BLUE WATER: Agrees to Sell Assets to Flex-N-Gate for US$22.3 MM
BLUE WATER: GM Wants Court to Allow Set-Off & Recoupment Claims
DERARROLLADORA HOMEX: To Release 2Q 2008 Earnings on July 21
FIAT SPA: Inks Parts Collaboration Pre-Deal With BMW Group
FRONTIER AIRLINES: Wants Lease Decision Period Extended to Nov.

FRONTIER AIRLINES: Wants Plan Filing Date Extended to Feb. 2009
GRUPO TMM: To Report Second Quarter Financial Results on July 28
OFFICE DEPOT: Projected Sales Decline Cues S&P's Neg. Watch
TRANSTEL INTERMEDIA: S&P Ups CCC Corporate Credit Rating to CCC-


P E R U

LEVI STRAUSS: May 25 Balance Sheet Upside-Down by US$387.1 Mil.


P U E R T O  R I C O

ADELPHIA COMMS: Court Approves ART's Amended Trust Declaration
ADELPHIA COMMS: Claims Objection Deadline Extended to Sept. 12
ADELPHIA COMMS: Victims May Regain Up to US$700M Forfeited Funds
HOME INTERIORS: Gets Final Okay to Use NexBank's Cash Collateral
HOME INTERIORS: Hunton & Williams Approved as Bankruptcy Counsel

NBTY INC: S&P Holds 'BB' Credit Rtg. on Solid Credit Protection
R&G FINANCIAL: CFO to Resign; Names Melba Acosta as Replacement


V E N E Z U E L A

GENERAL MOTORS: Venezuelan Unit Shuts Down Plant
PETROLEOS DE VENEZUELA: Eyes Gas Drilling in Bolivia This Month




                         - - - - -



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

ALITALIA SPA: Rescue Plan Entails up to EUR800 Million Cash Hike
----------------------------------------------------------------
Intesa Sanpaolo S.p.A.'s draft rescue plan for Alitalia S.p.A.
includes nearly a billion euro capital increase and redundancies
for thousands of employees, Reuters says citing an unsourced
Corriere della Sera report.

According to Corriere della Sera, around 10 local businessmen
will inject between EUR700 million and EUR800 million in fresh
capital into Alitalia.

The papers adds that up to 5,000 employees might lose their
jobs, but Intesa Sanpaolo chief executive Corrado Passera told
Reuters that the figures were "premature."

As reported in the TCR-Europe on July 1, 2008, the Italian
government has given Intesa Sanpaolo two months to complete a
rescue plan for Alitalia.  Finance Minister Giulio Tremonti
expects a solid business solution within next month.  Italy
tapped Intesa as its adviser for the sale of its 49.9%
stake in Alitalia.

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: Board Reviewing Independent Directors' Status
-----------------------------------------------------------
Alitalia S.p.A.'s board of directors, undertook to ascertain the
requisites of independence set out in article 148, paragraph 3,
of legislative decree no. 58 of 24 February 1998 and in the Code
of Self-discipline, regarding Guglielmino and Tommaso Vincenzo
Milanese, the directors nominated by the Shareholders' Assembly
on June 28, 2008.

The curricula vitae of the two directors have been registered at
the head office and are available for consultation.

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.


COEUR D'ALENE: Promotes, Hires Execs in NorthAm & SouthAm Units
---------------------------------------------------------------
Coeur d'Alene Mines Corporation has promoted and appointed key
personnel in both its North and South American operations
groups.  This enhanced management structure is designed to
provide each operation with additional oversight, experience,
and resources in order to meet the Company's production, cost,
and development targets.

South America

Don Gray has been appointed Senior Vice President of South
American Operations and will be located in the Company's offices
in Santiago, Chile.  Mr. Gray will oversee the Company's Cerro
Bayo and Martha mines.  Most recently, Mr. Gray was the General
Manager at Coeur's Cerro Bayo operation, where he has
successfully led the effort to implement cost-reduction
initiatives and drive production increases.  Mr. Gray has more
than 27 years of mining operations and development experience
including key South American operations roles with several
leading mining companies.

Stuart O'Brien will assume Mr. Gray's role as General Manager at
Cerro Bayo.  Mr. O'Brien has been with Coeur since February 2008
as Operations Manager at Cerro Bayo.  Prior to joining Coeur,
Mr. O'Brien worked for Minera Hecla in Venezuela and has more
than ten years of mining operations experience, much of it
international.

Gordon Babcock has been promoted to General Manager at Martha
Mine.  Mr. Babcock has been with Coeur since October 2006 as
Assistant General Manager at Martha.  Mr. Babcock has more than
25 years experience in mine exploration, project development and
mine production management.

North America

Leon Hardy has been promoted to Senior Vice President of North
American Operations.  Mr. Hardy will be based in the corporate
headquarters in Coeur d'Alene and will lead the company's
efforts to recommence operations at its Rochester silver/gold
mine in Nevada.  In addition, Mr. Hardy will be responsible for
the completion of construction activities and the commencement
of production at Coeur's Kensington gold project in Alaska.
Mr. Hardy has been with Coeur since May 2003 and has been the
General Manager at the company's Martha Mine in Argentina.
Mr. Hardy has over 25 years experience in mine management and
operations expertise.

Corporate

Both Messrs. Hardy and Gray will report directly to Richard
Weston, the company's Senior Vice President of Operations.
Coeur's two largest mines ? San Bartolome in Bolivia and
Palmarejo in Mexico ? will continue to report directly to Mr.
Weston.

Bernie O'Leary has been promoted to General Manager Technical
Support Services.  Mr. O'Leary has been with Coeur since August
2007, most recently as General Manager for Coeur Australia, but
has spent a considerable amount of time at Coeur's existing
operations and projects in South America.  Prior to joining
Coeur, Mr. O'Leary worked for a number of mines in Australia and
New Zealand for Barrick, MIM and others.  The Technical Support
Services group will be based in Santiago.

In addition, Al Tattersall has been promoted to Corporate Mine
Engineering Manager.  Mr. Tattersall has been with Coeur since
August 2001 at Rochester where he was most recently Mine
Manager.  Since last September, Mr. Tattersall has been focusing
on Coeur's Palmarejo project.  The addition of Mr. Tattersall to
Coeur's Technical Support Services Group will enhance the
Company's ability to focus on cost-reduction and mine-
optimization opportunities at all of its sites.  Mr. Tattersall
previously worked for Teck in Canada in various capacities, as
well as for Gold Fields of South Africa.

                       About Coeur d'Alene

Coeur d'Alene Mines Corp. (NYSE:CDE) (TSX:CDM) --
http://www.coeur.com/-- is the world's largest primary silver
producer, as well as a significant, low-cost producer of gold.
The company has mining interests in Nevada, Idaho, Alaska,
Argentina, Chile, Bolivia and Australia.

                         *     *     *

Coeur d'Alene Mines Corp.'s US$180 Million notes due
Jan. 15, 2024, carry Standard & Poor's Ratings Services B-
rating.


COMPANIA PRIVADA: Trustee to File Individual Reports on Monday
--------------------------------------------------------------
Leon Sergio Fuks, the court-appointed trustee for Compania
Privada de Hidrocarburos 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
July 14, 2008.

Mr. Fuks verified creditors' proofs of claim until May 12, 2008.  
He will submit to court a general report containing an audit of
Compania Privada's accounting and banking records on
Oct. 3, 2008.

Mr. Fuks is also in charge of administering Compania 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:

              Leon Sergio Fuks
              Viamonte 1636
              Buenos Aires, Argentina


LAS PORTENAS: Trustee to Submit General Report on Monday
--------------------------------------------------------
Leticia Andrea Matej, the court-appointed trustee for Las
Portenas S.A.'s bankruptcy proceeding, will submit to the
National Commercial Court of First Instance in Buenos Aires a
general report that contains an audit of the firm's accounting
and banking records on July 14, 2008.

Ms. Matej verified creditors' proofs of claim until March 31,
2008.  She presented the validated claims in court as individual
reports on May 27, 2008.  

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

The trustee can be reached at:

         Leticia Andrea Matej
         Tucuman 1567
         Buenos Aires, Argentina


LUKE MUNRO: Creditors to Vote on Settlement Plan on Monday
----------------------------------------------------------
Luke Munro S.R.L.'s creditors will vote to ratify the completed
settlement plan during an informative assembly on July 14, 2008.

Hector J. Vesetti, the court-appointed trustee for Luke Munro's
reorganization proceeding, verified creditors' proofs of claim
until Oct. 3, 2007.  Mr. Vesetti presented the validated claims
in court as individual reports on Nov. 15, 2007.  He submitted
to court a general report containing an audit of Luke Munro's
accounting and banking records on Dec. 28, 2007.

The debtor can be reached at:

         Luke Munro S.R.L.
         Donato Alvarez 2385
         Buenos Aires, Argentina

The trustee can be reached at:

         Hector Jorge Vegetti
         Montevideo 711
         Buenos Aires, Argentina



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B A H A M A S
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MESA AIR: Judge Articulates Injunction in Delta Air Suit
--------------------------------------------------------
U.S. District Judge Clarence E. Cooper articulated the
preliminary injunction previously granted to Mesa Air Group
against Delta Air Lines, Inc., blocking the carrier from
terminating the regional flying agreement worth US$20,000,000 a
month, The Associated Press reports.

Delta moved many of Mesa's flights to congested John F. Kennedy
International Airport in New York and later used increased
flight cancellations by Mesa subsidiary Freedom Airlines to
justify its decision to end the Contract, Judge Cooper said in a
36-page decision filed June 25, 2008, with a federal court in
Georgia, according to the report.

Mesa was under the impression that it could exclude some flight
cancellations from JFK in its official completion rate, and
Delta did not inform Mesa that it would calculate completion
differently, Judge Cooper said, notes to the report.

Delta notified Mesa that it planned to terminate a contract as
of May 3, 2008, following allegations that Mesa failed to
maintain a specified completion rate -- the percentage of
scheduled flights that are flown within September and February.  
Delta maintained it could terminate the Contract absent Mesa's
maintenance of at least a 95% completion rate for three months
within a six-month period.

On March 28, 2008, Delta notified Mesa of its intent to
terminate a connection Agreement that includes, among other
arrangements, Mesa's agreement to operate 34 model ERJ-145
regional jets leased utilizing Delta's name.  In fiscal 2007,
the Connection Agreement accounted for approximately 20% of
Mesa's 2007 total revenues.  Delta sought to terminate the
Connection Agreement as a result of Freedom's alleged failure to
maintain a specified completion rate with respect to its ERJ-145
Delta Connection flights during three months of the six-month
period ended February 2008.

Mesa complained that the cancellation of the contract will force
it to file for bankruptcy protection and cut 700 jobs.

A Delta spokeswoman told AP that the airline is disappointed
with the court's ruling and that it intends to appeal.

The Troubled Company Reporter said on June 5, 2008, that Mesa
Air Group Inc. won on May 29 a preliminary injunction from
the United States District Court for the Northern District of
Georgia in Atlanta, enjoining Delta Air Lines from terminating
its Connection Agreement with Mesa, and its wholly owned
subsidiary, Freedom Airlines Inc.

                          About Mesa Air

Mesa Air -- http://www.mesa-air.com-- operates 182 aircraft  
with over 1,000 daily system departures to 157 cities, 42
states, the District of Columbia, Canada, the Bahamas and
Mexico.  Mesa operates as Delta Connection, US Airways Express
and United Express under contractual agreements with Delta Air
Lines, US Airways and United Airlines, and independently as Mesa
Airlines and go!.  In June 2006 Mesa launched inter-island
Hawaiian service as go!  This operation links Honolulu to the
neighbor island airports of Hilo, Kahului, Kona and Lihue.  The
Company, founded by Larry and Janie Risley in New Mexico in
1982, has approximately 5,000 employees and was awarded Regional
Airline of the Year by Air Transport World magazine in 1992 and
2005. Mesa is a member of the Regional Airline Association and
Regional Aviation Partners.  Mesa has  5,000 employees overall.

Freedom Airlines currently operates 34 50-seat ERJ-145 and 7 76-
seat CRJ-900 aircraft for Delta Connection.

On May 14, 2008, Air Midwest, Inc., a wholly owned subsidiary of
Mesa Air, unveiled plans to discontinue all operations by
June 30, including its current scheduled services, citing
record-high fuel prices, insufficient demand and a difficult
operating environment as the main factors in its decision.

                       Bankruptcy Warning

As disclosed in the Troubled Company Reporter on May 29, 2008,
Harry R. Weber of the Associated Press reported that Mesa Air
Group Inc. president and chief operating officer Michael  
Lotz warned the company could will file for bankruptcy
protection by July 20 if Delta Air Lines Inc. successfully
terminated their Connection Agreement and Mesa can't redeploy
unused aircraft.

On March 28, 2008, Delta notified the company of its intent to
terminate the Delta Connection Agreement among Delta, the
company, and the company's wholly owned subsidiary, Freedom
Airlines Inc., alleging failure to maintain a specified
completion rate with respect to its ERJ-145 Delta Connection
flights during three months of the six-month period ended
February, 2008.  Following Delta's termination notification, the
company filed a Complaint on April 7, 2008, in the United States
District Court for the Northern District of Georgia seeking
declaratory and injunctive relief.  An evidentiary hearing was
conducted on May 27 through May 29, 2008.  Following the
hearing, the Court ruled in the company's favor and issued a
preliminary injunction against Delta.

While the effect of this ruling is to prohibit Delta from
terminating the Delta Connection Agreement covering the ERJ-145
aircraft operated by Freedom, based on Freedom's completion rate
prior to April, 2008, pending a final trial at a date to be
determined by the Court, Delta has the right to appeal the
Court's decision on the issuance of a preliminary injunction,
and Delta has announced publicly that it intends to file an
appeal.  

Prior to the Court's ruling, Delta planned to remove from
service a significant portion of the aircraft in early June 2008
and all aircraft in July 2008 and forward.  Delta did not
immediately reverse its plans based upon the Court's ruling.  If
Delta takes the position that the Connection Agreement does not
obligate it to keep the aircraft in service on a full time
basis, the company will incur significant unreimbursed costs
associated with the fleet of ERJ-145 aircraft.  The company
believes that Delta is obligated to schedule the aircraft and
compensate the company accordingly.



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B E R M U D A
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CAMELBACK INSURANCE: Court Names Mark Smith as Liquidator
---------------------------------------------------------
The Supreme Court of Bermuda has appointed Mark Smith of
Deloitte as the provisional liquidator of Camelback Insurance
Ltd.  The court ordered on July 4, 2008, the wind up of
Camelback Insurance.  

The liquidator can be reached at:

           Mark Smith
           Corner House
           Church & Parliament Streets
           P.O. Box HM 1556
           Hamilton, Bermuda HMFX
           Telephone: +1 441 292 1500
           Fax: +1 441 292 0961

The attorneys for the petitioner can be reached at:

           Attride-Stirling & Woloniecki
       Crawford House
           50 Cedar Avenue
           Hamilton HM 11, Bermuda

                      or

           Attride-Stirling & Woloniecki
           P.O. Box HM 2879
           Hamilton HM LX Bermuda
           Telephone: +1 441 295 6500
           Fax: +1 441 295 6566
           E-mail: info@aswlaw.com


FAR EASTERN: Proofs of Claim Filing Deadline Is July 23
-------------------------------------------------------
Far Eastern Trading Company Limited's creditors are given until
July 23, 2008, to prove their claims to Robin J. Mayor, the
company's liquidator, or be excluded from receiving any
distribution or payment.

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

Far Eastern's shareholders agreed on July 7, 2008, to place the
company into voluntary liquidation under Bermuda's Companies Act
1981.

The liquidator can be reached at:

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


FAR EASTERN: Sets Final Shareholders Meeting for Aug. 14
--------------------------------------------------------
Far Eastern Trading Company Limited will hold its final general
meeting on Aug. 14, 2008, at 9:30 a.m. at Messrs. Conyers Dill &
Pearman, Clarendon House, Church Street, Hamilton, Bermuda.

These matters will be taken up during the meeting:

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

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

   -- passing of a resolution dissolving the company.

Far Eastern's shareholders agreed on July 7, 2008, to place the
company into voluntary liquidation under Bermuda's Companies Act
1981.

The liquidator can be reached at:

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



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

ATARI INC: JH Cohn Expresses Going Concern Doubt
-------------------------------------------------
J.H. Cohn LLP raised substantial doubt about Atari Inc.'s
ability to continue as a going concern after it audited its
financial statements for the year ended March 31, 2008.  The
auditor pointed to the company's significant operating losses.

                     Management Statement

During fiscal 2007, the company sold a number of intellectual
properties and development facilities in order to obtain cash to
fund its operations.  During 2007, the company raised around
US$35.0 million through the sale of the rights to the Driver
games and certain other intellectual property, and the sale of
the company's Reflections Interactive Ltd. and Shiny
Entertainment studios.  By the end of fiscal 2007, the company
did not own any development studios.

The reduction in the company's development activities has
significantly reduced the number of games the company publish.  
During fiscal 2008, the company's revenues from publishing
activities were US$69.8 million, compared with US$104.7 million
during fiscal 2007.

For the year ended March 31, 2007, the company had an operating
loss of US$77.6 million, which included a charge of US$54.1
million for the impairment of the company's goodwill, which is
related to the company's publishing unit.  For the year ended
March 31, 2008, the company incurred an operating loss of around
US$21.9 million. The company has taken significant steps to
reduce its costs such as the May 2007 and November 2007
workforce reduction of around 20% and 30%, respectively.  The
company's ability to deliver products on time depends in good
part on developers' ability to meet completion schedules.  
Further, the company's releases in fiscal 2008 were even fewer
than the company's releases in fiscal 2007.  In addition, most
of the company's releases for fiscal 2008 were focused on the
holiday season.  As a result the company's cash needs have
become more seasonal and the company faces significant cash
requirements to fund its working capital needs.

Although, transactions provided cash financing that should meet
the company's need through the company's fiscal 2009 second
quarter (i.e., the quarter ending Sept. 30, 2008), management
continues to pursue other options to meet the company's working
capital cash requirements but there is no guarantee that the
company will be able to do so, if the proposed transaction in
which majority stockholder, Infogrames Entertainment S.A., would
acquire the company is not completed.

Historically, the company have relied on IESA to provide limited
financial support, through loans or, in recent years, through
purchases of assets.  However, IESA has its own financial needs,
and its ability to fund its subsidiaries' operations, including
the company's, is limited.  Therefore, there can be no assurance
the company will ultimately receive any funding from IESA, if
the proposed transaction in which IESA would acquire Atari is
not completed.

The company continues to explore various alternatives to improve
the company's financial position and secure other sources of
financing which could include raising equity, forming both
operational and financial strategic partnerships, entering into
new arrangements to license intellectual property, and selling,
licensing or sub-licensing selected owned intellectual property
and licensed rights.  The company continues to examine the
reduction of working capital requirements to further conserve
cash and may need to take additional actions in the near-term,
which may include additional personnel reductions.

                           Financials

The company posted a net loss of US$23,646,000 on net revenues
of US$80,131,000 for the year ended March 31, 2008, as compared
with a net loss of US$69,711,000 on net revenues of
US$122,285,000 in the prior year.

At March 31, 2008, the company's consolidated balance sheet
showed US$33,433,000 in total assets and US$53,845,000 in total
liabilities, resulting in US$20,412,000 stockholders' deficit.  

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with US$25,076,000 in total current
assets available to pay US$37,872,000 in total current
liabilities.

A full-text copy of the company's 2008 annual report is
available for free at http://ResearchArchives.com/t/s?2f44

                        About Atari Inc.

New York City-based Atari, Inc., is a publisher of video game
software that is distributed throughout the world and a
distributor of video game software in North America.  Most of
the products it publishes and distributes are games developed by
or for Infogrames Entertainment S.A., or IESA, a French
corporation listed on Euronext, which owns approximately 51% of
its stock.  Atari has offices in Brazil, the United Kingdom and
Japan.


DIRECTV GROUP: Subsidiary Closes Service Deal With 180 Connect
--------------------------------------------------------------
The DirecTV Group Inc.'s subsidiary, DIRECTV Inc. and 180
Connect Inc. have completed the previously announced transaction
enabling DIRECTV, the nation's leading satellite television
service, to gain control over a significant portion of its
installation and home service network.  With the acquisition of
100 percent of its outstanding common stock, 180 Connect, one of
North America's largest providers of installation, integration
and fulfillment services to the home entertainment,
communication, and home integration service industries, becomes
a wholly-owned subsidiary of DIRECTV.  In a related transaction,
UniTek USA, LLC has acquired 180 Connect's cable services
operating unit and certain DIRECTV installation services from
DIRECTV, in exchange for UniTek's satellite installation
services in New York, Burbank, California and Bloomington,
California and cash.

"With the close of the 180 Connect agreement, we've taken an
important step toward developing the best installation network
in the industry and further enhancing customer satisfaction,"
said Mike Palkovic, executive vice president, Operations,
DIRECTV, Inc.  "Improving the service experience for our
customers is as important as anything we do on the technology
and content side of our business and we believe we will now be
in a stronger position to better understand and meet the
challenges of providing a high-quality experience for
our customers."

Through the transaction, DIRECTV gains control of one of its
largest installation and home service providers and transitions
approximately 3,200 employees in 46 U.S. market locations,
throughout California, Colorado, Oregon, Washington, Utah,
Montana, Idaho, Wyoming, Arkansas, Virginia, Hawaii, Western
Pennsylvania and New Jersey.  Prior to the acquisition, DIRECTV
had outsourced all its installation service operations through
12 home service provider companies.

Headquartered in El Segundo, California, The DirecTV Group Inc.
(NASDAQ:DTV) -- http://www.DirecTV.com/-- provides digital     
television entertainment in the United States and Latin America.  
The company's two business segments, DirecTV U.S. and DirecTV
Latin America, are engaged in acquiring, promoting, selling
and/or distributing digital entertainment programming via
satellite to residential and commercial subscribers.  DirecTV
Holdings LLC and its subsidiaries are a provider of direct-to-
home digital television services and a provider in the multi-
channel video programming distribution industry in the United
States.  DTVLA is a provider of DTH digital television services
throughout Latin America.  In January 2007, the company acquired
Darlene Investments LLC's 14.1% equity interest in DirecTV Latin
America, LLC.  DirecTV Latin America LLC is a multinational
company, which, as a result of this transaction, became a wholly
owned subsidiary of the company.  The DIRECTV Latin America
segment provides digital direct-to-home digital television
services to approximately 1.6 million subscribers in 27
countries, including Brazil, Argentina, Venezuela, and Puerto
Rico.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 9, 2008, Moody's Investors Service assigned DIRECTV
Holdings, LLC's proposed new US$1 billion senior secured Term
Loan C maturing in 2013, and US$1.35 billion senior unsecured
notes maturing in 2016, which may increase to US$1.5 billion,
Baa3 (LGD2-19%) and Ba3 (LGD5-73%) ratings, respectively, and
affirmed all existing ratings for the company.  Moody's also
assigned the company an SGL-1  speculative grade liquidity
rating and changed its ratings outlook from negative to stable.

As of Feb. 9, 2008, The DIRECTV Group Inc. still carries
Standard & Poor's Ratings Services' 'BB' corporate credit and
'BB-' senior unsecured debt rating given on April 3, 2007.  The
outlook remains stable.


FRESENIUS SE: APP Acquisition Deal Cues S&P's Negative Outlook
--------------------------------------------------------------
Standard & Poor's Ratings Services has revised its outlook on
Germany-based health-care companies Fresenius SE and its
subsidiary Fresenius Medical Care AG & Co. KGaA to negative from
positive.  At the same time, all ratings, including the 'BB'
long-term corporate ratings, were affirmed.

In addition, all ratings on APP Pharmaceuticals Inc. were
affirmed, including the 'BB' long-term corporate ratings.  The
outlook on APP is stable.

The outlook revision comes after FSE's unexpected proposal to
acquire Schaumburg, Illinois-based generic drug maker APP.

"The move signals potential downside to the rating quality from
a more aggressive financial policy at the FSE level as well as a
deterioration in debt protection measures," said Standard &
Poor's credit analyst Marketa Horkova.  "Although FME's stand-
alone credit quality is not directly affected by the
transaction, the outlook revision in line with that on FSE is a
consequence of our assessment of the relationship with FSE."

This includes the significant influence of FSE over FME as well
as the substance of their economic relationship.
The negative outlook reflects FSE's more aggressive financial
policy track record, and in addition, limited visibility on the
timing and the size of any future acquisitions.  The negative
outlook also reflects potential execution risk connected to any
potential equity issuance embedded in the transaction, given
present capital-market volatility.

The ratings could be lowered if the group fails to restore its
financial metrics in line with our expectations in 2009 either
due to operational under-performance, increased cost of
borrowings, unfavorable exchange-rate movements, or higher
leverage from add-on acquisitions.  S&P would consider
revising the outlook to stable if FSE can demonstrate that it
can operate within the stated guidelines.  A positive rating
movement is remote at present because of financial policy
limitations.

The outlook on FME follows that of FSE and reflects the parent-
subsidiary relationship.
                      
Headquartered in Bad Homburg v.d.H., Germany, Fresenius SE --
http://www.fresenius.se/-- provides products and services for  
dialysis, hospital and outpatient medical care.  For the
fiscal year ended on Dec. 31, 2007, Fresenius SE generated
consolidated sales of EUR11.4 billion.  The company has
operations in Brazil and Mexico.  The Fresenius Group had
116,203 employees worldwide.

Based in Bad Homburg, Germany, Fresenius Medical Care AG & Co.
KGaA is the world's leading provider of dialysis products and
services.  For the fiscal year ended 31 December 2007, Fresenius
Medical Care generated net revenues of US$9.7 billion.


INTERPUBLIC GROUP: Forms Mediabrands; Appoints Nick Brien as CEO
----------------------------------------------------------------
The Interpublic Group of Companies Inc. has reported a new
structure and a number of senior level personnel moves that the
company believes will help it build on recent success posted by
its media offerings during the past 18 months, dating to the
introduction of the holding company's "aligned" media strategy
and its subsequent decision to assign oversight of operational
efficiency and increased collaboration across its media units to
a task force led by Nick Brien.

"The moves we are making today are part of an ongoing evolution
in our approach to media as an increasingly strategic and high-
value marketing service," said Michael I. Roth, IPG's Chairman
and CEO.  "The creation of 'Mediabrands' will allow our media
companies to share and leverage resources, as required to meet
the needs of our clients in a highly complex and rapidly-
changing media landscape that's being transformed by digital and
the proliferation of content and media platforms.  The terrific
new talent we are bringing on board reflects the success we have
been seeing, in terms of the competitiveness and reputation
of our media brands, as well as the dramatically improved
financial performance at our media operations.  Nick's
accomplishments as leader of our media task force and the
ability he has demonstrated to work closely and effectively with
the senior IPG management team, confirm that he is the best
choice to lead our media assets as we seek to accelerate
collaboration between our media agencies and deliver the highest
performance standards in media to our clients in a very
dynamic marketplace."

In his new role, Mr. Brien will have management responsibility
for global media networks UM and Initiative, IPG's centralized
negotiation entity Magna and media barter group Magna Trading,
dedicated Johnson&Johnson agency J3 and diversified agencies
NSA, OSI and Wahlstrom, as well as marketing accountability
expert MAP and IPG's Emerging Media Lab.

"I am excited by this opportunity to lead an extremely talented,
diverse and collaborative leadership team to imagine new
approaches for delivering our clients the greatest business
impact through media and marketing excellence.  Media's
contribution to delivering marketing break-through has never
been greater and we are committed to doing what is necessary to
reinvent the media agency model as we know it," said Mr. Brien.  
"The fact that two world-class talents such as Matt Seiler and
Michael Hudes are joining us not only validates our vision for
IPG Mediabrands, it gives me even greater confidence that we can
successfully build on our recent momentum.  Matt is an
exceptional marketer and leader.  His insights are valued by
senior level clients and his experience will be invaluable in
accelerating the velocity of UM and further delivering on the
promise of 'Next Thing Now.'  Michael has a deep understanding
into emerging media and business models, which are increasingly
vital to anyone doing business anywhere in the media
marketplace.  He will help us shape not only our strong
diversified companies but Mediabrands as a whole to meet the
challenges of the new digital age.  Both of these senior brand
leaders join Richard Beaven, WW CEO of Initiative, to create a
powerful leadership bench across all of our key media
businesses."

IPG reiterated that it has no plans to combine its global media
networks and will continue to operate the Initiative and UM
brands as independent entities, each aligned where appropriate
with its respective full service marketing network partner
(McCann Worldgroup for UM and Draftfcb for Initiative).

Matt Seiler brings a unique background to his new role, having
served in senior account, strategy and integration roles at
Omnicom, as well as a key media executive.  Most recently, he
was President and CEO of PHD North America.  Before joining PHD,
Mr. Seiler was Executive Vice President at Omnicom, where he led
integration efforts, most notably the oversight of that holding
company's operating units working on the PepsiCo business.  
Prior to joining Omnicom, Mr. Seiler served as Director of
Strategic Planning at BBDO New York.  "I am thrilled to be
joining Nick and the impressive team he has built at what is
clearly an incredible time both in IPG media's evolution, and in
the market as a whole," said Mr. Seiler.  "Universal McCann's
client roster is second to none and will allow me to play on a
very dynamic stage," he commented.

In his new position, Michael Hudes will lead the diversified
media services and strategic development for Mediabrands.  
Previously, Hudes was the Global Director of Digital Media for
ClearChannel.  Prior to that position, Mr. Hudes was President
and Chief Operating Officer of AdSpace Networks, a pioneer
digital media network and developer of software for managing
advertising and promotion in public spaces.  Formerly, Mr. Hudes
was President and CEO of Organic, where he oversaw the company's
evolution from a small web site builder into a leading provider
of global digital marketing services.  "I'm very excited to be
joining Nick and the executive team at Mediabrands at a critical
juncture for the global advertising marketplace," offered Mr.
Hudes.  "IP-based technology has radically reshaped the
relationship between businesses, brands and consumers with all
media.  This has created significant opportunities and
challenges to serving our clients in ways unimagined even a few
years ago - by creating new tools, media channels and business
models for our industry," he said.

                     About Interpublic Group

New York-based, Interpublic Group of Companies Inc. (NYSE: IPG)
-- http://www.interpublic.com/-- is one of the world's leading       
organizations of advertising agencies and marketing services
companies.  Major global brands include Draftfcb, FutureBrand,
GolinHarris International, Initiative, Jack Morton Worldwide,
Lowe Worldwide, MAGNA Global, McCann Erickson, Momentum, MRM
Worldwide, Octagon, Universal McCann and Weber Shandwick.  
Leading domestic brands include Campbell-Ewald, Carmichael
Lynch, Deutsch, Hill Holliday, Mullen, The Martin Agency and
R/GA.

The company has operations in Argentina, Brazil, Barbados,
Belize, Chile, Colombia, Costa Rica, Dominican Republic,
Ecuador, El Salvador, Guatemala, Honduras, Jamaica, Mexico,
Nicaragua, Panama, Paraguay, Puerto Rico, Peru, Uruguay and
Venezuela.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
April 10, 2008, Fitch Ratings has upgraded Interpublic Group of
Companies' issuer default rating to 'BB+' from 'BB-'.  
Approximately US$2.1 billion in total debt and US$525 million in
preferred stock as of Dec. 31, 2007 is affected.  Fitch said the
rating outlook is positive.


METROLOGIC INSTRUMENTS: Acquisition Cues Moody's to Remove Rtgs.
----------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings of
Metrologic Instruments, Inc. following its acquisition by
Honeywell International (A2 senior unsecured) on July 1, 2008.

As discussed in Moody's issuer comment dated April 30, 2008, in
accordance with the change of control provision in the credit
agreement dated April 24, 2007, all outstanding borrowings under
Metrologic Instruments' US$280 million senior secured credit
facility have been repaid upon consummation of the transaction
and the credit facility has been terminated.

These ratings of Metrologic Instruments, Inc. have been
withdrawn:

  -- Corporate Family Rating B3
  -- Probability of Default Rating B3
  -- US$35 Million Revolving Credit Facility, rated B2 (LGD3,
     36%);

  -- US$170 Million Senior Secured First Lien Term Loan, rated
     B2 (LGD3, 36%);

  -- US$75 Million Senior Secured Second Lien Term Loan, rated
     Caa2 (LGD5, 87%)

                 About Metrologic Instruments

Headquartered in Blackwood, New Jersey, Metrologic Instruments,
Inc. is a global supplier for data capture and collection
hardware, and image processing software.  The company had LTM
September 2006 revenues of approximately US$210 million.  The
company has operations in Brazil and Mexico.  For the fiscal
year ended Dec. 31, 2007, Metrologic Instruments reported total
sales of approximately US$250 million.



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

ARE IV: Deadline for Proofs of Claim Filing Is July 16
------------------------------------------------------
ARE IV's creditors have until July 16, 2008, to prove their
claims to Nicola Eccleston and Sylvia Lewis, the company's
liquidators, or be excluded from receiving any distribution or
payment.

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

ARE IV's shareholder decided 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:

                 Nicola Eccleston and Sylvia Lewis
                 P.O. Box 1109
                 Grand Cayman, Cayman Islands
                 Telephone: (345) 949-7755
                 Fax: (345) 949-7634


ARE IV: Will Hold Final Shareholders Meeting on July 16
-------------------------------------------------------
ARE IV will hold its final shareholders meeting on July 16,
2008, at 10:00 a.m., at the offices of HSBC Bank (Cayman)
Limited, P.O. Box 1109, Grand Cayman, Cayman Islands.

These matters will be taken up during the meeting:

   1) accounting of the wind-up process, and
   
   2) authorizing the liquidators 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.
    
ARE IV'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:

                 Nicola Eccleston and Sylvia Lewis
                 P.O. Box 1109
                 Grand Cayman, Cayman Islands
                 Telephone: (345) 949-7755
                 Fax: (345) 949-7634


BEAR STEARNS: Fund Liquidators Amend Bear Suit, Seek US$1.5 Bil.
----------------------------------------------------------------
Geoffrey Varga and William Cleghorn of Kinetic Partners Cayman,
LLP, joint voluntary liquidators of Bear Stearns High-Grade
Structured Credit Strategies (Overseas), Ltd., and Bear Stearns
High-Grade Structured Credit Strategies Enhanced Leverage
(Overseas), Ltd., previously filed a lawsuit against Bear
Stearns Asset Management, Inc., The Bear Stearns Companies,
Inc., Bear Stearns & Co., Inc., Ralph Cioffi, Matthew Tannin,
Raymond Madrigal, and Deloitte & Touche LLP, seeking
US$1,000,000,000 of investors losses sustained by the Overseas
Funds as a result of "a sophisticated fraud perpetrated by Bear
Stearns and its managers."

On June 30, 2008, the Overseas Funds Liquidators amended their
complaint to seek US$1,500,000,000 of investor losses.

Representing the Overseas Funds Liquidators, Robert A. Nicholas,
Esq., at Reed Smith LLP, in New York, maintains in the Complaint
that the Overseas Funds "were doomed to fail because the Bear
Stearns Defendants conceived, managed, and deceptively marketed
[the Funds] knowing that [the Funds] would be viable so long as
the U.S. housing market continued to experience an unprecedented
rise."  

"In short, in orchestrating this fraud, it appears that the Bear
Stearns Defendants did not fail to plan, but rather, planned to
fail," Mr. Nicholas said.

Mr. Nicholas related that the Bear Stearns Defendants
represented that the Overseas Funds would invest in broadly
diversified pools of credit-related investment instruments,
including, among other things, favorable risk-rated tranches of
collateralized debt obligations.  The Defendants further
represented that at least 90% of all of the Overseas Funds'
investments would have "AAA" or at worst "AA" default and
valuation risk ratings conferred on them by one or more of the
three primary U.S. commercial credit rating agencies, Standard &
Poors, Moody's, and Fitch.

In addition, Mr. Nicholas told the U.S. District Court for the
Southern District of New York, where the Complaint was filed,
that the Bear Stearns Defendants have said that the Overseas
Funds would have minimal exposure to sub-prime residential
mortgages and that the Defendants would utilize their
"substantial, industry leading risk management expertise, and
experience" to ensure that the Overseas Funds were relatively
safe, conservative investment vehicles.

Mr. Nicholas said Deloitte and its officers assured investors
that they were conducting independent, thorough, and objective
audits.  He added that Walkers Fund Services Limited promised
investors that they would independently analyze, scrutinize and
ultimately approve or disapprove any insider transactions
between and among the Overseas Funds and other Bear Stearns-
related entities.  The Overseas Funds Liquidators alleged that
Deloitte and Walkers materially participated in and facilitated
the Bear Stearns Defendants in the fraud.

According to Mr. Nicholas, the Overseas Funds' exposure to ever-
increasing concentrations of aggressive and risky investments,
including collateralized debt obligations and mortgage pools, as
well as multiple "CDO-squareds," caused each Fund to have
disproportionate exposure to subprime residential mortgages --
far beyond the exposure that was permitted under the Funds'
governing documents, or that was disclosed to, or reasonably
discovered by, investors.

Aside from the monetary awards, the Overseas Funds Liquidators
ask the Court to find the Defendants guilty of violations of the
federal securities law, fraud, breach of fiduciary duty, breach
of contract, gross negligence, accounting malpractice, aiding
and abetting fraud, and unjust enrichment.

The Overseas Funds, which have sought liquidation  proceedings
under the Companies Law (2007 Revision) of the Cayman Islands,
placed investors' assets into the Master Funds -- Bear Stearns
High-Grade Structured Credits Strategies Master Fund, Ltd., and
Bear Stearns High-Grade Structured Credits Strategies Enhanced
Leverage Master Fund, Ltd. -- both of which also sought
liquidation proceedings in the Cayman Islands in July 2007.  The
Master Funds sought protection of their U.S.-based assets by
filing a petition under Chapter 15 of the U.S. Bankruptcy Code.  
The U.S. Bankruptcy Court, however, has denied the Chapter 15
request.  The U.S. District Court affirmed the Bankruptcy
Court's decision.  The Master Funds' said they won't be pursuing
further appeal of the Bankruptcy Court's decision.

Messrs. Cioffi and Tannin are currently facing fraud charges
filed by the Eastern District of New York federal prosecutors
and the U.S. Securities and Exchange Commission.  The federal
prosecutors and the SEC found, after almost a year of
investigation, that Messrs. Cioffi and Tannin misled investors
by declaring that the hedge funds they managed for Bear Stearns
are "healthy" when personal e-mails showed that they were
worried of those funds' future.

                    About Bear Stearns Funds

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

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

Fred S. Hodara, Esq., Lisa G. Beckerman, Esq., and David F.
Staber, Esq., at Akin Gump Strauss Hauer & Feld LLP, represent
the liquidators in the United States.  The Funds' assets and
debts are estimated to be more than US$100,000,000 each.  (Bear
Stearns Funds Bankruptcy News, Issue No. 23; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or  
215/945-7000)


BEAR STEARNS: Will Not Pursue Further Chapter 15 Appeal
-------------------------------------------------------
Bear Stearns High-Grade Structured Credit Strategies Master
Fund, Ltd., and Bear Stearns High-Grade Structured Credit
Strategies Enhanced Leverage Master Fund, Ltd., through their
joint official liquidators, Simon Lovell Clayton Whicker and
Kristen Beighton, notified the U.S. Bankruptcy Court for the
Southern District of New York that they will not be pursuing
further appeal of U.S. Bankruptcy Judge Robert Lifland's
decision denying the Funds' application under Chapter 15 of the
Bankruptcy Code.

To recall, in 2007, Judge Lifland denied the Funds' Chapter 15
application after finding that the Cayman Islands, where the
Funds were liquidated, is not the Funds' "center of main
interest."  In May 2008, U.S. District Judge Robert Sweet
affirmed Judge Lifland's decision and findings.

According to the counsel for the Joint Liquidators, Lisa G.
Beckerman, Esq., at Akin Gump Strauss Hauer & Feld, LLP, in New
York, the Joint Liquidators have consulted with the Funds'
liquidation committees formed in connection with their Cayman
Islands insolvency proceedings regarding their decision not to
pursue further appeal from the U.S. Courts' decisions.

In line with their decision, the Joint Liquidators notified the
U.S. Bankruptcy Court that they intend to remove monies that
were deposited in U.S. Accounts as required by Judge Lifland.  
In 2007, when Judge Lifland denied the Funds' Chapter 15
applications, he required the Joint Liquidators to deposit
US$4,000,000 into a Depository established for each Fund, and
upon collection of any U.S. Proceeds, deposit those proceeds
into each Funds' Depository.  Bloomberg News said the
Depositories hold a total of approximately US$24,300,000.

Judge Lifland's order provided that, in the event his decision
is affirmed on appeal, "following 10 business days' notice to
all known parties in interest, if no such party files an
objection, the Foreign Representatives may remove or withdraw
any funds held in the Depositories and the provisions of [the
Stay Order] shall automatically terminate and be of no further
force of effect."

Any party who wish to object to the Joint Liquidators' intent to
remove the deposits must file a written objection by no later
than July 14, 2008, at 5:00 p.m. (New York Time).

                    About Bear Stearns Funds

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

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

Fred S. Hodara, Esq., Lisa G. Beckerman, Esq., and David F.
Staber, Esq., at Akin Gump Strauss Hauer & Feld LLP, represent
the liquidators in the United States.  The Funds' assets and
debts are estimated to be more than US$100,000,000 each.  (Bear
Stearns Funds Bankruptcy News, Issue No. 23; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or  
215/945-7000)


KILMACUD CAPTIAL: Proofs of Claim Filing Deadline Is July 16
------------------------------------------------------------
Kilmacud Captial Ltd.'s creditors have until July 16, 2008, to
prove their claims to Nicola Eccleston and Sylvia Lewis, the
company's liquidators, or be excluded from receiving any
distribution or payment.

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

Kilmacud Captial's shareholder decided 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:

                 Nicola Eccleston and Sylvia Lewis
                 P.O. Box 1109
                 Grand Cayman, Cayman Islands
                 Telephone: (345) 949-7755
                 Fax: (345) 949-7634


KILMACUD CAPTIAL: Holds Final Shareholders Meeting on July 16
-------------------------------------------------------------
Kilmacud Captial will hold its final shareholders meeting on
July 16, 2008, at 10:00 a.m., at the offices of HSBC Bank
(Cayman) Limited, P.O. Box 1109, Grand Cayman, Cayman Islands.

These matters will be taken up during the meeting:

   1) accounting of the wind-up process, and
   
   2) authorizing the liquidators 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.
    
Kilmacud Captial'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:

                 Nicola Eccleston and Sylvia Lewis
                 P.O. Box 1109
                 Grand Cayman, Cayman Islands
                 Telephone: (345) 949-7755
                 Fax: (345) 949-7634


NECAS LIMITED: To Hold Final Shareholders Meeting on July 15
------------------------------------------------------------
Necas Limited will hold its final shareholders meeting on
July 15, 2008, at 10:00 a.m., at the 4th Floor FirstCaribbean
House, Grand Cayman, Cayman Islands.

The accounting of the wind-up process will be taken up during
the meeting.
    
Necas Limited's shareholder agreed on May 26, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidator can be reached at:

               Condor Nominee Limited
               c/o Barclays Private Bank & Trust (Cayman) Ltd.
               4th Floor FirstCaribbean House
               25 Main Street, George Town
               Grand Cayman, Cayman Islands


SAUE INC: Deadline for Proofs of Claim Filing Is July 15
--------------------------------------------------------
Saue Inc.'s creditors have until July 15, 2008, to prove their
claims to Dizame Consulting S.A., the company's liquidator, or
be excluded from receiving any distribution or payment.

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

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

The liquidator can be reached at:

                 Dizame Consulting S.A.
                 c/o Maples and Calder, Attorneys-at-law
                 P.O. Box 309
                 Ugland House, South Church Street
                 George Town, Grand Cayman
                 Cayman Islands


SAUE INC: Will Hold Final Shareholders Meeting on July 16
---------------------------------------------------------
Saue Inc. will hold its final shareholders meeting on July 16,
2008, at Pradafant 21, 9490 Vaduz, Liechtenstein.

The accounting of the wind-up process will be taken up during
the meeting.
    
Saue Inc.'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:

                 Dizame Consulting S.A.
                 c/o Maples and Calder, Attorneys-at-law
                 P.O. Box 309
                 Ugland House, South Church Street
                 George Town, Grand Cayman
                 Cayman Islands


SR JAPAN FUND: Will Hold Final Shareholders Meeting on July 15
--------------------------------------------------------------
SR Japan Fund Inc. will hold its final shareholders meeting on
July 15, 2008, at 11:00 a.m., at the registered office of the
company.

These matters will be taken up during the meeting:

   1) confirm, ratify and approve the conduct of the liquidation
      by the liquidators,

   2) approve the quantum of the liquidators' remuneration, that
      being fixed by the time properly spent by the liquidators
      and their staff,

   3) accounting of the wind-up process, and
   
   4) authorizing the liquidators of the company to retain the
      records of the company for a period of seven years from
      the dissolution of the company, after which they may be
      destroyed.
    
SR Japan's shareholders agreed on May 30, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidators can be reached at:

                K. Beighton and K.D. Blake
                P.O. Box 493
                Grand Cayman, Cayman Islands
                Telephone: (345) 949-4800
                Fax: (345) 949-7164

Contact for inquiries:

                Gundega Tamane
                Telephone: 345-945-4309



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

AES CORP: Selling Wind Power to Old Dominion
--------------------------------------------
AES Corp. has signed a deal that will sell wind-generated power
to Old Dominion Electric Cooperative, the Associated Press
reports.

AP relates that Old Dominion, a power provider for 12 member
electric distribution cooperatives in Delaware, Maryland and
Virginia, has proposed to purchase energy output and renewable
energy credits from AES's Armenia Mountain Wind Energy Project
in north central Pennsylvania.

According to the report, the first phase of the project will
close in November 2009 and produce more than 100 megawatts of
power.  Half of the project's output will be bought by ODEC and
Delmarva Power of Delaware.  The second phase project is
reportedly boosting an output to 140 megawatts.

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

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

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

                         *     *     *

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

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

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




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

ECOPETROL: Ortega Sur Well Produces 7.5MM Cubic Ft. of Gas Daily
----------------------------------------------------------------
Ecopetrol SA's Ortega Sur well project could produce about
7.5 million cubic feet per day, Based on Maurel & Prom's test
results released on Wednesday, Reuters reports.

Thomson Financial relates that the well is in the Upper
Magdalena Valley of Colombia.

According to Reuters, Ecopetrol operates the well.  It owns a
31% stake in the project.  Maurel & Prom, through its subsidiary
Hocol SA, holds 69%.

The Ortega Sur well can be linked to Santa-Rita gas production
facilities by year-end, Thomson Financial states, citing Maurel
et Prom.

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+'.



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

ALCATEL-LUCENT SA: To Publish Q2 2008 Results on July 29
--------------------------------------------------------
Alcatel-Lucent S.A will publish its second quarter 2008 results
on July 29, 2008.

Patricia Russo, CEO of Alcatel-Lucent, and Hubert de Pesquidoux,
Chief Financial Officer, will present the second quarter 2008
results during a live audio Webcast and conference call for
financial analysts and media, which will be held at 1:00 p.m.
CET.

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

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

                           *     *     *

Alcatel-Lucent continues to carry Ba3 Corporate Family and
Senior Debt ratings, Not-Prime for short term debt, as well as
B2 ratings for subordinated debt with negative outlook from
Moody's Investors Service.  The ratings were were affirmed in
April 2008.   

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



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

SUGAR COMPANY: Funds for Workers' Redundancy Payments Identified
----------------------------------------------------------------
Funds to cover redundancy payments for the Sugar Company of
Jamaica Limited's workers have been identified, Radio Jamaica
reports, citing Jamaican Prime Minister Bruce.

As reported in the Troubled Company Reporter-Latin America on
July 7, 2008, the Jamaican government will cover up to
J$3 billion in redundancy payments for an estimated 13,000
workers who will be laid off after the divestment of the Sugar
Company of Jamaica Limited's five factories.  The Sugar Company
will surrender ownership of its sugar factories to Infinity Bio-
Energy Limited.  

Radio Jamaica relates that Prime Minister Golding said during
the 113th annual general meeting of the Jamaica Agricultural
Society at the Denbigh show ground in Clarendon, "It is going to
cost us somewhere in the region of J$2.7 billion to make those
payments.  Two-thirds of that would be coming from the funds
that were provided by the European Union and accompanying
measures to assist the transformation of the sugar industry and
the other one-third is going to be provided by the Government of
Jamaica."

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

The Sugar Company of Jamaica Limited registered a net loss of
almost US$1.1 billion for the financial year ended Sept. 30,
2005, 80% higher than the US$600 million reported in the
previous financial year.  Sugar Company blamed its financial
deterioration to the reduction in sugar cane production.
According to published reports, the Jamaican government has
taken responsibility for the payment of the firm's debts.  Radio
Jamaica has said that to date, the five sugar factories have
incurred J$3 billion in debts.  The government is now selling
the factories, which have racked up debts of J$20 billion.



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

BLUE WATER: Agrees to Sell Assets to Flex-N-Gate for US$22.3 MM
---------------------------------------------------------------
Flex-N-Gate, LLC, offered to purchase substantially all of Blue
Water Automotive Systems, Inc., and its debtor affiliates'
assets for US$22,377,000 in cash.  During a July 1, 2008,
auction, the Debtors determined that Flex-N-Gate offered the
best bid for their assets.

Previously, the Debtors entered into a stalking horse purchase
agreement with NYX, Inc., under which NYX proposed to pay  
US$28,000,000, to be funded byUS$7,000,000 in cash, and
US$21,000,000, for the Debtors' assets.

After determining that Flex-N-Gate's offer is the best bid, the
Debtors entered into an Asset Purchase Agreement with Flex-N-
Gate, a copy of which is available for free at:

         http://ResearchArchives.com/t/s?2f49

Based in Urbana, Illinois, Flex-N-Gate, LLC -- http://www.flex-
n-gate.com/ -- manufactures large body and chassis structural
assemblies; full bumper and fascia systems, brackets, receiver
hitches; interior plastic panels and pillars; exterior trim
components, running board systems; scissor and screw jacks,
tools, spare tire hoists, hinges, checks, pedals, parking
brakes, and latch systems.  It employs more than 13,000 people
at 50 manufacturing and six product development and engineering
facilities throughout North America, Mexico, Argentina and
Spain.  

Flex-N-Gate has made a US$1,000,000 Good Faith Deposit in
accordance to the Sale Procedures Order.  The Flex-N-Gate APA
also provides for (i) Flex-N-Gate's assumption of certain of the
Debtors' liabilities; and (ii) the delivery of an US$18,377,000
letter of credit naming the Debtors and Ford Motor Company as
beneficiaries.

On the Sale Closing, an escrow fund will be created by U.S Bank,
as the escrow agent, by the Debtors transferring Flex-N-Gate's
Deposit of US$3,000,000 by wire transfer of immediately
available funds.  Ford will be paid US$1,265,361 with respect to
the Ford Direct Purchase Equipment by a draw on the Pre-Closing
Letter of Credit Letter.  The Debtors will be paid the Cash
Purchase Price less than the sum of the amount paid to Ford and
US$3,000,000.

The Debtors will file an analysis of the purchase consideration
under the Flex-N-Gate APA on July 10.  The Court will convene a
hearing to consider approval of the Flex-N-Gate APA on July 16.

CIT Group/Equipment Financing, Inc., and CIT Capital USA, Inc.,  
complain that the Debtors' major customers -- General Motors
Corporation, Ford, and Chrysler LLC -- have not agreed that
Flex-N-Gate is a Qualified Bidder.  Accordingly, the CIT
Entities ask the Court to deny approval of the Flex-N-Gate APA.

                     Objections to NYX's Offer

Before the July 1 Auction, several parties raised objections to
the sale of the Debtors' assets to NYX:

   * Citizens' Bank
   * United Autoworkers
   * H.S. Die Engineering, Inc.
   * St. Clair Packaging, Inc.
   * Stephenson Electric Co.
   * Rieter Automotive North America, Inc.
   * INEOS USA LLC
   * Crest Mold Technology, Inc.

Citizens Bank object to sale unless the sale will generate
sufficient proceeds, when combined with any amounts to be paid
by Ford at or before the closing of the Sale, to pay the
Debtors' DIP Loans at the Sale Closing.  St. Clair complained
that there is insufficient information to evaluate all potential
objections to the proposed sale.  The International Union,
United Automobile, Aerospace and Agricultural Implement Workers
of America objected to any Court order approving any sale or
asset purchase agreement that purports to breach the Debtors'
obligation under a labor agreement with the Union.

H.S. Die said it is unclear whether any tooling it has liens on
will be sold to the purchaser.  Stephenson Electric asserted
that the proposed sale does not meet the standards of Section
363(f) of the Bankruptcy Code.  INEOS said that it does not
object to the sale to the extent it is accomplished pursuant to
a confirmed plan or provides for the payment of all
administrative claims.

To address the objections to NYX's offer, NYX terminated its APA
with the Debtors and re-submitted a modified APA, which provided
that NYX will have obtained financing to consummate the purchase
and operate the business; and that NYX waived its right to any
Termination Fee.

The Debtors filed a preliminary analysis of the allocation of
the purchase price under the NYX APA.  The analysis contemplates
total proceeds of US$39,153,077, from which US$18,315,700 will
be paid to the CIT Entities.  A full-text copy of the
Preliminary
Purchase Price Allocation is available for free at:

             http://ResearchArchives.com/t/s?2f4a

                 About Blue Water Automotive

Blue Water Automotive Systems, Inc. designs and manufactures
engineered thermoplastic components and assemblies for the
automotive industry.  The company's product categories include
airflow management, full interior trim/sub-systems, functional
plastic components, and value-added assemblies.  They are
supported by full-service design, program management,
manufacturing and tooling capabilities.  With more than 1,400
employees, Blue Water operates eight manufacturing and product
development facilities and has annual revenues of approximately
US$200 million.  The company's headquarters and technology
center is located in Marysville, Mich.  The company has
operations in Mexico.

In 2005, KPS Special Situations Fund II, L.P., and KPS Special
Situations Fund II(A), L.P., acquired Blue Water Automotive
through a stock purchase transaction.  In 2006, the company
acquired the automotive assets and operations of Injectronics,
Inc., a manufacturer of thermoplastic injection molded
components and assemblies.  KPS then set about reorganizing the
company.  The company implemented a program to improve operating
performance and address its liquidity issues.  During 2007, the
company replaced senior management, closed two facilities, and
reduced overhead spending by one third.

Blue Water Automotive and four affiliates filed for chapter 11
bankruptcy protection Feb. 12, 2008, before the United States
Bankruptcy Court Eastern District of Michigan (Detroit) (Case
No. 08-43196).  Judy O'Neill, Esq., and Frank DiCastri, Esq., at
Foley & Lardner, LLP, serves as the Debtors' bankruptcy counsel.  
Administar Services Group LLC acts as the Debtors' claims,
noticing, and balloting agent.  Blue Water's bankruptcy petition
lists assets and liabilities each in the range of US$100 million
to US$500 million.

The Debtors filed their Liquidation Plan on May 9, 2008.  The
Plan contemplates a sale of substantially all of the Debtors'
assets and equity interests, except for a piece of real property
located at Yankee Road, in St. Clair, Michigan, on or before
June 30, 2008.  The Court will hold a hearing June 18, 2008, to
consider confirmation of the Plan.  (Blue Water Automotive
Bankruptcy News, Issue No. 22, Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)   


BLUE WATER: GM Wants Court to Allow Set-Off & Recoupment Claims
--------------------------------------------------------------
General Motors Corporation asks the United States Bankruptcy
Court for the Eastern District of Michigan to declare that it
has "allowed set-off and recoupment claims" as defined in the
joint Chapter 11 plan of liquidation of Blue Water Automotive
Systems Inc. and its debtor affiliates, in an amount to be
determined by the Court.

As reported in the Troubled Company Reporter on May 26, 2008,
The Debtors' Plan contemplates the sale of substantially all of
the Debtors' assets and equity interests.  The Plan will be
effective when:

   1. The Court approves the sale of the Business;

   2. The Court enters an order confirming the Plan; and

   3. The purchaser closes on the sale.

A full-text copy of the Disclosure Statement is available for
free at http://bankrupt.com/misc/bw_disclosurestat.pdf

A full-text copy of the Plan of Liquidation is available for
free at http://bankrupt.com/misc/bw_planofliquidation.pdf

The Debtors and the Official Committee of Unsecured Creditors,
through a Court-approved stipulation, agreed to lift the
automatic stay to allow GM to file the adversary proceeding.

Before the Petition Date, GM entered into various contracts and
purchase orders with the Debtors for the production of component
parts as well as the acquisition of tooling for GM's production
of its component parts.

According to Daniel W. Linna, Jr., Esq., at Honigman Miller
Schwatz and Cohn, LLP, in Detroit, Michigan, the Debtors are the
sole source suppliers to GM of the Component Parts.  He adds
that the Component Parts are essential to GM's manufacturing and
assembly operations.  Without sufficient quantities of the
Component Parts, GM cannot maintain production and an alternate
source of supply of the Component Parts is not readily available
because the Debtors manufacture the Component Parts using
specially manufactured, unique Tooling.

The Debtors allege that GM owes them US$2,584,430 for a
prepetition payable out of their performance of the Purchase
Orders.  

Immediately after the Petition Date, the Debtors were unable to
perform under the Purchase Orders and thus were in breach of
them, Mr. Linna contends.  He adds that the Debtors further
incurred breaches of the Purchase Orders when they entered into
the Accommodation Agreement with Ford Motor Company.  He asserts
that the Debtors anticipatorily breached the Purchase Orders by,
among others, advising GM that they could not or would not
perform their obligations under the Purchase Orders without the
financial accommodations, not shipping GM its production
requirements of Component Parts, informing GM that they had
stopped producing the Component Parts, and by proposing to
reject the Purchaser Orders pursuant to their Amended Joint Plan
of Liquidation.

Mr. Linna says GM's damages to protect its supply of Component
Parts and mitigate its damages exceed US$4,900,000, which
damages include:

   -- about US$2,600,000 in price increases, of which about
      US$1,865,000 has been paid to Debtors as of the date of
      July 2, 2008;

   -- about US$1,874,736 in damages relating to the Inventory
      Bank, including US$560,983 paid directly to Debtors as
      Incremental Bank Costs and about US$1,313,753 above the
      applicable Purchase Order price to transport, handle, and
      store the Inventory Bank;

   -- about US$78,750 of un-recovered Tooling costs paid
      directly to tool vendors, which amount Debtors were
      obligated to pay; and

   -- US$435,379 of unrecovered legal and professional fees
      arising from Debtors' insolvency, bankruptcy filing, and
      breaches of the Purchase Orders.

Mr. Linna adds that GM will incur additional damages if Debtors
reject the Purchase Orders as GM will be forced to purchase
Component Parts from alternate suppliers at higher prices.  GM
will also incur additional damages if it is compelled to fund
Debtors' wind-down expenses, as provided in the GM Accommodation
Agreement.  Furthermore, he contends that GM's damages will
likely include warranty claims and other ordinary course
commercial claims that are not currently liquidated.

                  About Blue Water Automotive

Blue Water Automotive Systems, Inc. designs and manufactures
engineered thermoplastic components and assemblies for the
automotive industry.  The company's product categories include
airflow management, full interior trim/sub-systems, functional
plastic components, and value-added assemblies.  They are
supported by full-service design, program management,
manufacturing and tooling capabilities.  With more than 1,400
employees, Blue Water operates eight manufacturing and product
development facilities and has annual revenues of approximately
US$200 million.  The company's headquarters and technology
center is located in Marysville, Mich.  The company has
operations in Mexico.

In 2005, KPS Special Situations Fund II, L.P., and KPS Special
Situations Fund II(A), L.P., acquired Blue Water Automotive
through a stock purchase transaction.  In 2006, the company
acquired the automotive assets and operations of Injectronics,
Inc., a manufacturer of thermoplastic injection molded
components and assemblies.  KPS then set about reorganizing the
company.  The company implemented a program to improve operating
performance and address its liquidity issues.  During 2007, the
company replaced senior management, closed two facilities, and
reduced overhead spending by one third.

Blue Water Automotive and four affiliates filed for chapter 11
bankruptcy protection Feb. 12, 2008, before the United States
Bankruptcy Court Eastern District of Michigan (Detroit) (Case
No. 08-43196).  Judy O'Neill, Esq., and Frank DiCastri, Esq., at
Foley & Lardner, LLP, serves as the Debtors' bankruptcy counsel.  
Administar Services Group LLC acts as the Debtors' claims,
noticing, and balloting agent.  Blue Water's bankruptcy petition
lists assets and liabilities each in the range of US$100 million
to US$500 million.

The Debtors filed their Liquidation Plan on May 9, 2008.  The
Plan contemplates a sale of substantially all of the Debtors'
assets and equity interests, except for a piece of real property
located at Yankee Road, in St. Clair, Michigan, on or before
June 30, 2008.  The Court will hold a hearing June 18, 2008, to
consider confirmation of the Plan.  (Blue Water Automotive
Bankruptcy News, Issue No. 22, Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DERARROLLADORA HOMEX: To Release 2Q 2008 Earnings on July 21
------------------------------------------------------------
Desarrolladora Homex, S.A.B de C.V., will release its second
quarter 2008 earnings after the market closes on July 21, 2008.
The company's Chief Executive Officer Gerardo de Nicolas and
members of management will host a conference call at 10:00 a.m.
ET (9:00 a.m. CT) the following morning, July 22, to discuss the
quarterly earnings and provide an update on Homex's business.  

A live and subsequent recorded audio webcast of the call will be
available at the company's Investor Relations web site at:
http://www.homex.com.mx/ri/index.htm

         Tel. Numbers: 913-312-0700 (international)
                       888-710-3981 (U.S. participants)

         Passcode: 8423994.

Participants may also pre-register at:
https://ww4.premconf.com/webrsvp/register?conf_id=8423994  

or to register by phone: Tel. Number: 719-457-2550 (RSVP line).

Pre-registrants will obtain a pin number to be used the day of
the conference call to be connected directly.

A replay of the call will be available one hour after the call
ends on July 22, 2008, by calling 719-457-0820.  The passcode to
access the replay is 8423994.

Desarrolladora Homex S.A.B. de C.V. (NYSE: HXM, BMV: HOMEX) --
http://www.homex.com.mx-- is a vertically integrated home     
development company focused on affordable entry-level and
middle-income housing in Mexico.  It is one of the most
geographically diverse homebuilders in the country.  Homex is
the largest homebuilder in Mexico, based on revenues, number of
homes sold and net income.

                        *      *      *

As reported in the Troubled Company Reporter-Latin America on
Sept. 19, 2007, Moody's affirmed Desarrolladora Homex's national
scale issuer rating at A3.mx, and global scale local currency
issuer rating at Ba3.  Moody's said the rating outlook remains
positive.

As reported in the Troubled Company Reporter-Latin America on
March 17, 2008, Standard & Poor's Ratings Services said that
Desarrolladora Homex S.A.B. de C.V.'s (BB-/Stable/--)
announcement that it has received approval from its shareholders
to establish a US$250 million share repurchase program does not
have an immediate impact on the current rating or outlook
assigned to the issuer.  S&P expects a negative rating action
should be expected if the company's share repurchase program
leads to additional indebtedness and/or a significant reduction
in its cash balance.


FIAT SPA: Inks Parts Collaboration Pre-Deal With BMW Group
----------------------------------------------------------
Fiat Group Automobiles and the BMW Group are considering the
possibility of co-operation in the areas of components and
architectures for their Mini and Alfa Romeo vehicles.

As part of possible cooperation, BMW Group will provide FGA with
support in launching the Alfa Romeo brand in the North American
market.

A Memorandum of Understanding to this effect has been signed by
Friedrich Eichiner, member of the Board of Management of BMW AG
responsible for Corporate and Brand Development, and Alfredo
Altavilla, Senior Vice President, Business Development, Fiat
Group Automobiles and CEO of Fiat Powertrain Technologies.

"We are currently examining with the Fiat Group possibilities
for the joint use of components and systems in Mini and Alfa
Romeo vehicles in order to achieve economies of scale and thus
cost reductions within the framework of our Number ONE
strategy," Mr. Eichiner said.

"The proposed co-operation with BMW is a significant cornerstone
of our strategy of alliances," Sergio Marchionne, CEO of Fiat
Group and Fiat Group Automobiles, said.  "We are delighted to
work with such an esteemed and respected partner in the
automotive industry with the clear objective of improving the
competitive position of both parties."

The two partners have agreed not to divulge details of the
possible collaboration.  The results of the cooperation
discussions will probably be achieved by the end of the year.

                            About Fiat

Based in Turin, Italy, Fiat SpA -- http://www.fiatgroup.com/--
designs, manufactures, and sells automobiles, trucks, wheel
loaders, excavators, telehandlers, tractors and combine
harvesters.  Outside Europe, the company has subsidiaries in the
United States, Japan, India, China, Mexico, Brazil, and
Argentina.

                         *     *     *

The company continues to carry Standard & Poor's Ratings
Services' BB long-term corporate credit rating.  The company
also carries B short-term rating.  S&P said the outlook is
stable.


FRONTIER AIRLINES: Wants Lease Decision Period Extended to Nov.
---------------------------------------------------------------
Frontier Airlines Holdings Inc. and its subsidiaries ask the
U.S. Bankruptcy Court for the Southern District of New York to
extend the period within which they may assume or reject
unexpired non-residential real property leases to Nov. 6, 2008.

Section 365(d)(4) of the Bankruptcy Code provides that if a
trustee or lessor does not assume or reject an unexpired lease
by the earlier of (i) 120 days after the date of the Order, or
(ii) the date of the entry of an order confirming a plan, the
Court may extend the period prior to the expiration of the 120-
day period, for 90 days on the request of the lessor for cause.

Given the size and complexity of Debtors' Chapter 11 cases, the
initial 120-day period under Section 365(d)(4) of the Bankruptcy
Code will not provide enough time for the Debtors to identify
and consider the value of their many Leases, Marshall S.
Huebner, Esq., at Davis Polk & Wardwell, in New York, maintains.

Mr. Huebner relates that the Debtors have a significant number
of Leases throughout the United States, in Canada, and in Mexico
that require a significant expenditure of capital to maintain,
and are integral to their operations.  Moreover, to consider the
value of certain Leases is critical to the retaining of the
Debtors' financial, operational and network, and fleet planning
flexibility, he maintains.

Therefore, Mr. Huebner continues, it is imperative to the
Debtors' ability to successfully reorganize to carefully
identify, analyze and evaluate each of the Leases in order to
make informed decisions about whether to assume or reject them.

Absent a 90-day extension of the Lease Decision Period, the
Debtors could be severely prejudiced, as they might be forced to
prematurely assume economically unnecessary Leases, which would
lead to administrative claims against their estates when the
Leases are deemed unhelpful to their reorganization, Mr. Huebner
tells the Court.

Conversely, if the Debtors prematurely reject Leases, or are
deemed to reject Leases by operation of Section 365(d)(4) of the
Bankruptcy Code, they would be relinquishing property interests
that could later prove important to their reorganization, he
says.

Mr. Huebner notes that lessors under the Leases will not be
prejudiced because the Debtors' requested extension is only for
90 days, and any additional extensions will require the consent
of the Lessor pursuant to Section 365(d)(4)(B)(ii) of the
Bankruptcy Code.

Furthermore, any lessor under a Lease would retain the right to
request the Court to set an earlier date by which the Debtors
must make the decision to assume or reject the Lease, he says.

                About Frontier Airlines Inc.

Headquartered in Denver, Colorado, Frontier Airlines Inc. --
http://www.frontierairlines.com/-- provide air transportation     
for passengers and freight.  They operate jet service carriers
linking their Denver, Colorado hub to 46 cities coast-to-coast,
8 cities in Mexico, and 1 city in Canada, well as provide
service from other non-hub cities, including service from 10
non-hub cities to Mexico.  As of May 18, 2007 they operated 59
jets, including 49 Airbus A319s and 10 Airbus A318s.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008, (Bankr. S.D. N.Y. Case No.: 08-
11297 thru 08-11299.)  Hugh R. McCullough, Esq., at Davis Polk &
Wardwell, represents the Debtors in their restructuring efforts.
Togul, Segal & Segal LLP is the Debtors' Conflicts Counsel,
Faegre & Benson LLP is the Debtors' Special Counsel, and Kekst
and Company is the Debtors' Communications Advisors.  At
Dec. 31, 2007, Frontier Airlines Holdings Inc. and its
subsidiaries' total assets was US$1,126,748,000 and total debts
was US$933,176,000.

(Frontier Airlines Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000)


FRONTIER AIRLINES: Wants Plan Filing Date Extended to Feb. 2009
---------------------------------------------------------------
Frontier Airlines Holdings Inc. and its subsidiaries ask the
U.S. Bankruptcy Court for the Southern District of New York to
extend their Exclusive Plan Filing Period by 180 days to Feb. 4,
2009, and their Exclusive Solicitation Period to April 6, 2009.

Section 1121(b) of the Bankruptcy Code provides for an initial
120-day period after the bankruptcy filing date during which the
Debtors have the exclusive right to file a Chapter 11 plan.  
Section 1121(c)(3) provides that, if a debtor proposes a plan
within the exclusive filing period, it has a period of 180 days
after the bankruptcy filing  to obtain acceptances of the plan.

The Exclusive Periods are intended to afford Chapter 11 debtors
a full and fair opportunity to propose a consensual
reorganization plan and solicit acceptances of it without the
deterioration and disruption of their business that might be
caused by the filing of competing plans by non-debtor parties.

Marshall S. Huebner, Esq., at Davis Polk & Wardwell, in New
York, relates that the Debtors filed for Chapter 11 protection
on an expedited basis and with little time for advance
preparation.  Accordingly, the Debtors need more time to
stabilize and lay the groundwork of an effective plan and its
accompanying disclosure statement containing adequate
information, he says.

Allowing the Exclusive Periods to terminate at a premature point
would defeat the development of a consensual plan, which is a
primary purpose under Section 1121 of the Bankruptcy Code,
Mr. Huebner maintains, citing In re Mid-State Raceway Inc., 323
B.R. 63, 68 (Bankr. N.D.N.Y. 2005).

Since the bankruptcy filing, the Debtors have worked to
stabilize their businesses and reassure customers, suppliers and
employees, including, among other things:

   -- analyzing their fleet, preparing to make and making
      elections and payments with respect to Section 1110(a) of
      the Bankruptcy Code, for their entire fleet and spare
      parts credit facility;

   -- entering into stipulations with various aircraft
      counterparties;

   -- completing the sale of several aircraft;

   -- beginning the process of analyzing various leases and
      executory contracts to identify those that are beneficial
      to the Debtors' estates and seeking to reject those that
      are not;

   -- negotiating and filing stipulations and other consensual
      requests with respect to the Debtors' relationships with
      their primary depositary bank and the International Air
      Traffic Association, among others;

   -- negotiating consensual resolutions to automatic stay
      issues related to numerous suppliers; and

   -- addressing a multitude of creditor, supplier and customer
      inquiries.

Mr. Huebner adds that although the Debtors' developing business
plan is a work in progress and will continue to evolve, they
have been engaged with, and have made multiple formal and
informal presentations of their business plan to, the Official
Committee of Unsecured Creditors and its advisors.

The Debtors have sufficient liquidity to pay their bankruptcy
debts; thus, warranting an extension of their Exclusive Periods
that will not jeopardize the rights of bankruptcy creditors,
Mr. Huebner notes.

Specifically, Mr. Huebner says, an extension of the Debtors'
Exclusive Periods will enable them to:

   (a) continue to refine their business model to deliver both a
       more efficient cost structure and future revenue growth
       so that they can compete effectively within the
       commercial passenger aviation industry;

   (b) further implement specific restructuring initiatives,
       including the rationalization of their route structure
       and aircraft fleet;

   (c) finalize and file their schedules of assets and
       liabilities, income and expenditures, and executory
       contracts and unexpired leases, and statements of
       financial affairs;

   (d) complete their work with various potential liquidity
       providers to secure adequate liquidity both during and
       upon emergence from Chapter 11; and

   (e) develop a plan of reorganization reflecting their
       restructuring initiatives.

Rather than as a negotiation tactic or as a means of maintaining
leverage over creditors whose interests may be harmed, the
Debtors seek the extension of their Exclusive Periods to give
themselves sufficient time to develop a plan of reorganization
that maximizes creditor recoveries, Mr. Huebner assures the
Court.

                 About Frontier Airlines Inc.

Headquartered in Denver, Colorado, Frontier Airlines Inc. --
http://www.frontierairlines.com/-- provide air transportation     
for passengers and freight.  They operate jet service carriers
linking their Denver, Colorado hub to 46 cities coast-to-coast,
8 cities in Mexico, and 1 city in Canada, well as provide
service from other non-hub cities, including service from 10
non-hub cities to Mexico.  As of May 18, 2007 they operated 59
jets, including 49 Airbus A319s and 10 Airbus A318s.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008, (Bankr. S.D. N.Y. Case No.: 08-
11297 thru 08-11299.)  Hugh R. McCullough, Esq., at Davis Polk &
Wardwell, represents the Debtors in their restructuring efforts.
Togul, Segal & Segal LLP is the Debtors' Conflicts Counsel,
Faegre & Benson LLP is the Debtors' Special Counsel, and Kekst
and Company is the Debtors' Communications Advisors.  At
Dec. 31, 2007, Frontier Airlines Holdings Inc. and its
subsidiaries' total assets was US$1,126,748,000 and total debts
was US$933,176,000.

(Frontier Airlines Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000)


GRUPO TMM: To Report Second Quarter Financial Results on July 28
----------------------------------------------------------------
Grupo TMM, S.A.B., will publish second-quarter 2008 financial
results on July 28, 2008, after the close of trading on the New
York Stock Exchange.

TMM's management will host a conference call and Webcast to
review financial and operational highlights on July 29 at 11:00
a.m. Eastern Time.

To participate in the conference call, please dial (877) 888-
4605 (domestic) or (416) 695-6320 (international) at least five
minutes prior to the start of the event.  Accompanying visuals
and a simultaneous Webcast of the meeting will be available at:

        http://www.visualwebcaster.com/event.asp?id=49626

A replay of the conference call will be available through Aug. 5
at 11:59 p.m. Eastern time, by dialing (800) 408-3053 or (416)
695-5800, and entering conference ID 3265879.  On the Internet a
replay will be available for 30 days at:

        http://www.visualwebcaster.com/event.asp?id=49626

Headquartered in Mexico City,  Grupo TMM, S.A.B. (NYSE: TMM)(MEX
VALORIS: TMMA) -- http://www.grupotmm.com/-- is a Latin
American multimodal transportation and logistics company.
Through its branch offices and network of subsidiary companies,
TMM provides a dynamic combination of ocean and land
transportation services.

                        *     *     *

Standard & Poor's Ratings Services raised its corporate credit
rating on Grupo TMM SA to 'B-' from 'CCC.'  The rating was
removed from Creditwatch, where it was placed on Dec. 15, 2004.
S&P said the outlook is positive.


OFFICE DEPOT: Projected Sales Decline Cues S&P's Neg. Watch
-----------------------------------------------------------
Standard & Poor's Ratings Services has placed its 'BB+'
corporate credit and other issue ratings on Delray Beach,
Florida-based Office Depot Inc. on CreditWatch with negative
implications.
     
"This action follows the announcement that the company projects
a continued decline of sales and earnings in the second quarter
of 2008," said Standard & Poor's credit analyst Mark Salierno,
"driven by weakness in the company's North American Retail
segment."  Office Depot indicated that same-store sales during
the quarter declined 10% from the prior year, and that EBIT
margins were 200 to 250 basis points weaker than anticipated.

Founded in 1986, Florida-based Office Depot, Inc. --
http://www.officedepot.com/-- is one of the world's largest  
sellers of office products and an industry leader in every
distribution channel, including stores, direct mail, contract
delivery, the Internet and business-to-business electronic
commerce.

Since 1994, the company has participated in a joint venture in
Mexico. In recent years, this venture, Office Depot de Mexico,
has grown in size and scope and now includes 157 retail
locations in Mexico, Costa Rica, El Salvador, Guatemala,
Honduras, and Panama, as well as call centers and distribution
centers to support the delivery business in certain areas.  The
company provides services to the venture through management
consultation, product selection, product sourcing and
information technology services.  Including company-owned
operations, joint ventures, licensing and franchise agreements,
the company sells office products through 397 retail stores
outside North America.


TRANSTEL INTERMEDIA: S&P Ups CCC Corporate Credit Rating to CCC-
----------------------------------------------------------------
Standard & Poor's Ratings has raised its long-term corporate
credit rating on Colombian telecommunications company Transtel
Intermedia S.A. to 'CCC-' from 'CC'.  S&P also raised the rating
on the company's US$170 million 12% senior unsecured notes to
'CCC-'.  The outlook is negative.
     
"The upgrade reflects the company's ability to pay its June 2008
12% coupon payment within the 30-day grace period, and our
expectation that the company will be able to meet its December
2008 coupon payment," said S&P's credit analyst Fabiola Ortiz.  
"However, the company's liquidity continues to be very tight,
and cash flow generation depends on favorable business and
economic conditions."
     
The rating on Transtel Intermedia also reflects its very high
leverage, inherited from an aggressive business plan funded
shortly before Colombia's worst economic crisis in many years,
and a weakened business risk position because of intense
competition from other telephone service providers.
     
These weaknesses outweigh the company's position as the largest
provider of high-speed Internet in the department of Valle del
Cauca, its fully deployed platform, and the good-quality
telephone service it provides.

Headquartered in Cali, Colombia, Transtel Intermedia, S.A. is a
subsidiary of Transtel SA.  The company controls and operates
seven telephone systems and one cable system serving residential
and commercial subscribers in ten cities including Cali and its
metropolitan area, the municipalities of Popayan and Jamundi.  
It offers local telephone, data, Internet and to a lesser extent
pay television services.  As of March 31, 2008, the company had
over 228,746 lines in service, 38,850 Internet subscribers
including 21,408 broadband users and 12,600 pay television
subscribers.  Revenues and EBITDA for the latest 12 months ended
March 31, 2008, amounted to approximately US$52 million and
US$35 million respectively.



=======
P E R U
=======

LEVI STRAUSS: May 25 Balance Sheet Upside-Down by US$387.1 Mil.
---------------------------------------------------------------
Levi Strauss & Co. reported on Tuesday financial results for the
second quarter ended May 25, 2008.

The company's consolidated balance sheet at May 25, 2008, showed
US$2.9 billion in total assets, US$3.2 billion in total
liabilities, and US$5.1 million in temporary equity, resulting
in a US$387.1 million total stockholders' deficit.

The company recorded net income of US$701,000 in the second
quarter compared to net income of US$45.7 million for the same
period in 2007, primarily reflecting lower net sales, and higher
costs related to ERP stabilization efforts and retail expansion.  
Lower operating income of US$51.8 million was partially offset
by reduced interest expense and other financing costs in the
period.

Net sales were US$915.1 million during the three months ended
May 25, 2008, compared with net sales of US$997.3 million for
the same period in 2007.

Lower net revenues reflected reduced sales in the Americas'
region, partly offset by reported net revenue increases in
Europe and Asia Pacific.  Net revenues in Europe and Asia
Pacific were down slightly on a constant currency basis.  The
revenue decline in the Americas is largely attributable to the
impact of the difficult U.S. economic environment, shipping
issues related to the transition of the U.S. business to a new
enterprise resource planning system (ERP), lower performance in
the U.S. Dockers(R) business and early shipments executed in the
first quarter in anticipation of the second-quarter U.S. ERP
implementation.

"We expected the second quarter to be tough, and it was," said
John Anderson, president and chief executive officer.  "The
retail environment in the United States remained challenging.  
In  addition, our transition to a new enterprise resource
planning system in the United States negatively affected our
results. Increasingly difficult economic conditions in many
markets worldwide are impacting consumer spending, but our
brands remain strong.  We are pleased with the continued strong
growth of our emerging markets and our retail network around the
world.

"Given the slowing macroeconomic indicators we are seeing
globally and our continued investment to stabilize our ERP
system, we expect the rest of the year to be challenging.  
Nonetheless, we are taking decisive actions to position the
company well for when market conditions improve," added Mr.
Anderson.

                  Second Quarter 2008 Highlights

Gross profit in the second quarter decreased to US$437.4 million
compared with US$463.1 million for the same period in 2007.  
Gross margin increased to 46.7 percent of revenues for the
quarter compared with 45.6 percent of revenues in the second
quarter of 2007.  Gross margin benefited from a higher-margin
product mix, lower sourcing costs and increased company-operated
store sales.

Selling, general and administrative expenses for the second
quarter increased to US$385.5 million from US$344.8 million in
the same period of 2007.  Approximately half of the increase
reflects the effect of currency; the remainder of the increase
reflects the substantial costs related to the ERP stabilization
efforts in the United States and the company's global retail
expansion compared to the prior year.

Operating income for the second quarter was US$51.8 million
compared with US$118.3 million for the same period of 2007,
reflecting lower net revenues, and higher selling, general and
administrative expenses.

Interest expense for the second quarter decreased to US$41.1
million compared to US$55.8 million in the second quarter of
2007.  The decrease was primarily attributable to lower average
interest rates and lower debt levels during the quarter due to
the company's debt refinancing actions last year.

"This was clearly a difficult quarter," said Hans Ploos van
Amstel, chief financial officer.  "Despite the operational
challenges, we continued to reduce our debt and paid a dividend
to our stockholders.  Our balance sheet gives us the flexibility
to weather the economic cycle and invest in our brands to build
our business for the long term."

                   Balance Sheet and Cash Flow

After paying the previously announced US$50.0 million cash
dividend to common stockholders and reducing long-term debt by
US$54.0 million, the company ended the second quarter with cash
and cash equivalents of US$123.8 million, a decrease of US$32.1
million from Nov. 25, 2007.  Cash provided by operating
activities was US$121.3 million for the first half of 2008,
compared with US$126.4 million for the same period in 2007,
primarily reflecting lower net income offset by lower payments
for interest.  Total long-term and short-term debt was US$1.9
billion at the end of the second quarter.

                    Unused Availability Under
              Revolving Tranche of Credit Facility

In 2007, the company amended and restated its senior secured
revolving credit facility; the maximum availability is now
US$750.0 million secured by certain of the company's domestic
assets and certain U.S. trademarks associated with the Levi's(R)
brand and other related intellectual property.

The amended facility includes a US$250.0 million term loan
tranche. Upon repayment of this US$250.0 million term loan
tranche, the secured interest in the U.S. trademarks will be
released.  

As of May 25, 2008, the company had borrowings of US$214.6
million under the term loan tranche and the company's total
availability, based on other collateral levels as defined by the
agreement, was approximately US$319.9 million.  The company had
no outstanding borrowings under the revolving tranche of the
credit facility, but had utilization of other credit-related
instruments such as documentary and standby letters of credit.  

As a result, unused availability was approximately US$239.6
million as of May 25, 2008.

As of May 25, 2008, the company had cash and cash equivalents
totaling approximately US$123.8 million, resulting in a net
liquidity position (unused availability and cash and cash
equivalents) of US$363.4 million.

Full-text copies of the company's consolidated financial
statements for the quarter ended May 25, 2008, are available for
free at http://researcharchives.com/t/s?2f47

                      About Levi Strauss & Co.

Headquartered in San Francisco, California, Levi Strauss & Co.
-- http://www.levistrauss.com/-- is a branded apparel company.    
The company designs and markets jeans and jeans-related pants,
casual and dress pants, tops, jackets and related accessories
for men, women and children under its Levi's, Dockers and Levi
Strauss Signature brands in markets around the world.  Levi
Strauss & Co. distributes its Levi's and Dockers products
primarily through chain retailers and department stores in the
United States, and through department stores, specialty
retailers and franchised stores abroad.  The company employs a
staff of approximately 10,000 worldwide, including approximately
1,010 at the company's San Francisco, California headquarters.  
Levi Strauss Europe is headquartered in Brussels, Belgium, while
Levi's Asia Pacific division is based in Singapore.  Levi's has
operations in Brazil, Mexico, Chile and Peru.

                          *     *     *

Moody's Investors Service placed Levi Strauss & Co.'s long term
corporate family and probability of default ratings at 'B1' in
March 2007.  The ratings still holds to date with a positive
outlook.



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

ADELPHIA COMMS: Court Approves ART's Amended Trust Declaration
--------------------------------------------------------------
The Honorable Robert E. Gerber of the U.S. Bankruptcy Court for
the Southern District of New York approved, and authorized the
implementation of Adelphia Recovery Trust's Second Amendment and
Restated Declaration of Trust.  The ART Trustees are authorized
to treat ART Distributions as first allocated to the payment of
the Deficiency before payment of dividends.

As reported in the Troubled Company Reporter on May 19, 2008,
the Trust asked permission from the Court to approve:

   a) an amendment to a trust declaration, the document that
      together with the confirmed Plan of Reorganization for the
      Debtors governs the ART, for the purpose of ensuring that
      the ART is accorded pass-through treatment for income tax
      purposes; and

   b) the allocation of distributions from the ART to
      "deficiency" amounts with respect to a given class of
      Trust Interests before paying accrued dividends.

Pursuant to the Plan and Confirmation Order, the ART was created
for the purpose of liquidating the transferred causes of action
for the benefit of holders of interests in the ART.  Certain
classes of creditors and the United States government, on behalf
of the Restitution Fund, in exchange for their interests in the
causes of action, received various series of trusts interests as
part of the recoveries under the Plan.  

In June 2007, in response to the ART's behest, the IRS agreed
that it would recognize ART as a pass-through entity if the
Trust Declaration were amended to eliminate the possibility that
the ART Trustees would seek to list the Trust Interests on
national exchange or actively engage in other "market-making"
activities.

Upon further review, the ART Trustees concluded that they should
certainty regarding the pass-through tax treatment of the ART.  
They also noted that holder of Trust Interests will benefit from
the cost savings resulting from those interests not being listed
on an exchange.  Thus, the Trustees unanimously voted in favor
of amending the Trust Declaration to conform to the IRS'
comments.  

Accordingly, after reviewing the second amended trust
declaration and further discussions with tax counsel to the ART
Trustees, the IRS issued its ruling in December 2007 that the
ART would be recognized as a pass-through liquidating or grantor
trust.

A full-text copy of the ART's Second Amended and Restated
Declaration is available for free at:

              http://researcharchives.com/t/s?2c10

Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation (OTC: ADELQ) -- http://www.adelphia.com/--
is a cable television company.  Adelphia serves customers in 30
states and Puerto Rico, and offers analog and digital video
services, Internet access and other advanced services over its
broadband networks.  The company and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr &
Gallagher represents the Debtors in their restructuring efforts.
PricewaterhouseCoopers serves as the Debtors' financial advisor.
Kasowitz, Benson, Torres & Friedman, LLP, and Klee, Tuchin,
Bogdanoff & Stern LLP represent the Official Committee of
Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of
the Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC.  The RME Debtors filed for chapter 11
protection on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622
through 06-10642).  Their cases are jointly administered under
Adelphia Communications and its debtor-affiliates' chapter 11
cases.

The Bankruptcy Court confirmed the Debtors' Modified Fifth
Amended Joint Chapter 11 Plan of Reorganization on Jan. 5, 2007.  
That plan became effective on Feb. 13, 2007.  (Adelphia
Bankruptcy News, Issue No. 188; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


ADELPHIA COMMS: Claims Objection Deadline Extended to Sept. 12
--------------------------------------------------------------
The Honorable Robert E. Gerber of the U.S. Bankruptcy Court for
the Southern District of New York extended through and including
Sept. 12, 2008, the time by which Plan Administrator Quest
Turnaround Advisors LLC, may object to prepetition claims,
equity interests, and administrative claims pursuant to the
Adelphia Communications Corp.'s First Modified Fifth Amended
Joint Plan of Reorganization and the Century-TCI Debtors and
Parnassos Debtors' Third Modified Fourth Amended Joint Plan of
Reorganization.

Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation (OTC: ADELQ) -- http://www.adelphia.com/--
is a cable television company.  Adelphia serves customers in 30
states and Puerto Rico, and offers analog and digital video
services, Internet access and other advanced services over its
broadband networks.  The company and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr &
Gallagher represents the Debtors in their restructuring efforts.
PricewaterhouseCoopers serves as the Debtors' financial advisor.
Kasowitz, Benson, Torres & Friedman, LLP, and Klee, Tuchin,
Bogdanoff & Stern LLP represent the Official Committee of
Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of
the Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC.  The RME Debtors filed for chapter 11
protection on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622
through 06-10642).  Their cases are jointly administered under
Adelphia Communications and its debtor-affiliates' chapter 11
cases.

The Bankruptcy Court confirmed the Debtors' Modified Fifth
Amended Joint Chapter 11 Plan of Reorganization on Jan. 5, 2007.  
That plan became effective on Feb. 13, 2007.  (Adelphia
Bankruptcy News, Issue No. 188; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


ADELPHIA COMMS: Victims May Regain Up to US$700M Forfeited Funds
----------------------------------------------------------------
Michael J. Garcia, Esq., U.S. Attorney for the Southern
District of New York, notifies the victims of securities fraud
at Adelphia Communications Corporation that they may ask the
Attorney General for a recovery of a portion of their financial
losses incurred as a direct result of the fraud.

John Rigas and Timothy Rigas were convicted in a Manhattan
federal court of conspiracy to commit securities fraud and other
offenses in connection with their management and control of
Adelphia.

The investigation and prosecution of the Adelphia fraud by the
Department of Justice resulted in criminal forfeiture to the
United States of more than US$700,000,000.  That money will be
distributed to the victims of the fraud pursuant to the Attorney
General's discretionary authority to restore forfeited property
to victims, Mr. Garcia notes.

The U.S Securities and Exchange Commission, according to Mr.
Garcia, will also be seeking authority from the U.S District
Court overseeing its civil enforcement actions arising out of
the Adelphia fraud, to combine the funds it has recovered in
those actions with the funds forfeited by the Department of
Justice for distribution to the Adelphia victims.  

On behalf of the DOJ, the Adelphia Victim Fund is managing the
process of notifying victims, processing petitions, verifying
losses and recommending a distribution of available funds to the
Attorney General.  The decision as to which victims will receive
funds and in what amounts is within the discretion of the
Attorney General.

Potential victims and other interested persons may obtain
petition forms, preparation and filing instructions, a copy of
the applicable DOJ regulations and other information by calling
the AVF hotline at 1-866-446-4884 or by logging onto the AVF Web
site, http://www.AdelphiaFund.com/where the petition packet is  
available in a downloadable form.

Potential petitioners are encouraged to contact the AVF and
complete their Petition Form no later than July 16, 2008.

This proceeding is independent of the Adelphia Class Action, Mr.
Garcia clarifies.

                      About Adelphia Comms

Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation (OTC: ADELQ) -- http://www.adelphia.com/--
is a cable television company.  Adelphia serves customers in 30
states and Puerto Rico, and offers analog and digital video
services, Internet access and other advanced services over its
broadband networks.  The company and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr &
Gallagher represents the Debtors in their restructuring efforts.
PricewaterhouseCoopers serves as the Debtors' financial advisor.
Kasowitz, Benson, Torres & Friedman, LLP, and Klee, Tuchin,
Bogdanoff & Stern LLP represent the Official Committee of
Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of
the Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC.  The RME Debtors filed for chapter 11
protection on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622
through 06-10642).  Their cases are jointly administered under
Adelphia Communications and its debtor-affiliates' chapter 11
cases.

The Bankruptcy Court confirmed the Debtors' Modified Fifth
Amended Joint Chapter 11 Plan of Reorganization on Jan. 5, 2007.  
That plan became effective on Feb. 13, 2007.  (Adelphia
Bankruptcy News, Issue No. 188; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


HOME INTERIORS: Gets Final Okay to Use NexBank's Cash Collateral
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
gave Home Interiors & Gifts Inc. and its debtor-affiliates
permission to access, on an final, the cash collateral of
NexBank SSB, as administrative agent for itself and certain
other prepetition lenders, until Aug. 31, 2008.

As reported in the Troubled Company Reporter on May 9, 2008, the
Debtors owed NexBank at least US$380 million in loans pursuant
to a credit agreement dated March 31, 2004, as amended.  The
Debtors' obligations under the loan are secured by their assets,
which serve as collateral.

The Debtors needed immediate access to NexBank's cash collateral
to pay their employees, purchase product, maintain services,
operate and preserve their business and prevent immediate harm
to the estate.

As adequate protection, NexBank will be granted liens and
security interest in substantially all of the Debtors' assets --
including accounts, inventory and property.

A full-text copy of the cash collateral budget is available for
free at http://ResearchArchives.com/t/s?2f45

Headquartered in Carrollton, Texas, Home Interiors & Gifts, Inc.
-- http://www.homeinteriors.com/-- manufactures, imports and    
distributes indoor and outdoor home decorative accessories.  It
was founded by Mary Crowley in 1957.  Through its affiliates,
the company has a significant presence in Mexico, Puerto Rico,
and Canada.  Annual revenue in 2007 reached US$300 million.  
When Mary Crowley, died in 1986, her son, Don Carter continued
the business operation nearly debt-free.  In a leveraged
transaction in 1998, private equity firm of Hicks, Muse, Tate,
and Furst acquired 66% of the parent company, which resulted in
the imposition of more than US$500 million in debt on the
Debtors.  In the face of decreased sales and increased debt
load, bondholders canceled their debts in February 2006 in
exchange for receiving most of the outstanding equity of the
Debtors.

About 40% of the goods the Debtors sell are now acquired from
manufacturers in China.  In the last decade, sales volume in the
U.S. has waned, but the Debtors reported that sales in Mexico
and Puerto Rico significantly increased.

The company and six of its affiliates filed for Chapter 11
protection on April 29, 2008 (Bankr. N.D. Tex. Lead Case No.08-
31961).  Andrew E. Jillson, Esq., Cameron W. Kinvig, Esq.,
Lynnette R. Warman, Esq., and Michael P. Massad, Jr., Esq., at
Hunton & Williams, LLP, represent the Debtors in their
restructuring efforts.  The U.S. Trustee for Region 6 has
appointed seven creditors to serve on an Official Committee
of Unsecured Creditors.  Richard A. Lindenmuth, at Boulder
International LLC, is designated as CRO.  Munsch Hardt Kopf &
Harr PC represents the Committee in these cases.  When the
Debtors file for protection against their creditors, they
listed assets and debts between US$100 million and
US$500 million.


HOME INTERIORS: Hunton & Williams Approved as Bankruptcy Counsel
----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
gave Home Interiors & Gifts, Inc., and its debtor-affiliates
permission to employ Hunton & Williams LLP as their bankruptcy
counsel.

The Court also authorized the Debtors to employ, among other
things (i) Rochelle Hutcheson & McCullough LLP, as special
counsel; (ii) PricewaterhouseCoopers LLP, as accountants and tax
advisors; and (iii) FTI Consulting Inc., as financial advisor.

As reported in the Troubled Company Reporter on May 15, 2008,
as bankruptcy counsel, Hunton & Williams is expected to:

   a) advise the Debtors with respect to their powers and duties
      as debtor-in-possession in the continued management and  
      operation of their business and properties;

   b) attend meetings and negotiate with representative of
      creditors and other parties in interest;

   c) take all necessary action to protect and preserve the         
      Debtors' estates, including prosecuting actions on the
      Debtors' behalf, defending any action commenced against
      the Debtors and representing the Debtors' interests in
      negotiations concerning all litigation in which the
      Debtors are involved, including objections to claims filed
      against the estates;

   d) prepare all motion,s applications, answers, orders,
      reports and papers necessary to the administration of the
      Debtors' estates;

   e) take any necessary action on behalf of the Debtors to
      obtain approval of a disclosure statement and confirmation
      of the Debtor's plan of reorganization;

   f) represent the Debtors in connection with obtaining the use
      of cash collateral and any potential postpetition
      financing;

   g) advise the Debtors in connection with any potential sale
      of assets;

   h) appear before the Court, any appellate courts and the
      United States Trustee and protect the interests of the
      Debtors' estates before those courts and the United States
      Trustee;

   i) consult with the Debtors regarding tax matters; and

   j) perform all other necessary legal services to the Debtors
      in connection with these Chapter 11 cases, including (i)
      the analysis of the Debtors leases and executory contracts
      and the assumption, rejection or assignment, (ii) the
      analysis of the validity of liens against the Debtors, and
      (iii) advice on corporate, litigation and environmental
      matters.

The Debtors' professionals and their compensation rates are:

      Professionals                 Designation   Hourly Rates
      -------------                 -----------   ------------
      Andrew E. Jillson, Esq.       Partner          US$680
      Michael P. Massad, Jr., Esq.  Partner          US$680
      Lynnette R. Warman, Esq.      Partner          US$650
      Larry Chek, Esq.              Partner          US$630
      Steven T. Holmes, Esq.        Counsel          US$430
      Cameron W. Kinvig, Esq.       Associate        US$290
      Jesse Moore, Esq.             Associate        US$290

      Designations                                Hourly Rates
      ------------                                ------------
      Partners                                   US$470-US$850
      Counsel                                        US$400
      Associates                                 US$220-US$450
      Paraprofessionals                           US$90-US$160

Robert McCormick, Esq., and Ronald Rosener, Esq., will assist
and advise the Debtors with respect to corporate, lending,
securities and litigation matters.  

Mr. Jillson assured the Court that the firm is a "disinterested
person," within the meaning of Section 101(14) of the Bankruptcy
Code.

Mr. Jillson can be reached at:

     Andrew E. Jillson, Esq.
     Hunton & Williams LLP
     1445 Ross Avenue, Suite 3700
     Dallas, Texas 75202
     Tel: (214) 979-3000
     Fax: (214) 880-0011
     http://www.hunton.com/

Headquartered in Carrollton, Texas, Home Interiors & Gifts, Inc.
-- http://www.homeinteriors.com/-- manufactures, imports and    
distributes indoor and outdoor home decorative accessories.  It
was founded by Mary Crowley in 1957.  Through its affiliates,
the company has a significant presence in Mexico, Puerto Rico,
and Canada.  Annual revenue in 2007 reached US$300 million.  
When Mary Crowley, died in 1986, her son, Don Carter continued
the business operation nearly debt-free.  In a leveraged
transaction in 1998, private equity firm of Hicks, Muse, Tate,
and Furst acquired 66% of the parent company, which resulted in
the imposition of more than US$500 million in debt on the
Debtors.  In the face of decreased sales and increased debt
load, bondholders canceled their debts in February 2006 in
exchange for receiving most of the outstanding equity of the
Debtors.

About 40% of the goods the Debtors sell are now acquired from
manufacturers in China.  In the last decade, sales volume in the
U.S. has waned, but the Debtors reported that sales in Mexico
and Puerto Rico significantly increased.

The company and six of its affiliates filed for Chapter 11
protection on April 29, 2008 (Bankr. N.D. Tex. Lead Case No.08-
31961).  Andrew E. Jillson, Esq., Cameron W. Kinvig, Esq.,
Lynnette R. Warman, Esq., and Michael P. Massad, Jr., Esq., at
Hunton & Williams, LLP, represent the Debtors in their
restructuring efforts.  The U.S. Trustee for Region 6 has
appointed seven creditors to serve on an Official Committee
of Unsecured Creditors.  Richard A. Lindenmuth, at Boulder
International LLC, is designated as CRO.  Munsch Hardt Kopf &
Harr PC represents the Committee in these cases.  When the
Debtors file for protection against their creditors, they
listed assets and debts between US$100 million and
US$500 million.


NBTY INC: S&P Holds 'BB' Credit Rtg. on Solid Credit Protection
---------------------------------------------------------------
Standard & Poor's Ratings Services has affirmed its 'BB' long-
term corporate credit rating on Ronkonkoma, New York-based NBTY
Inc.  In addition, S&P assigned bank loan and recovery ratings
to the company's US$625 million senior secured credit facility
that includes a proposed US$300 million first-lien term loan A
due 2013, which will be added on to the company's existing
US$325 million revolver due 2011.  The US$625 million senior
secured facility is rated 'BBB-', two notches above the
corporate credit rating, with a recovery rating of '1',
indicating an expectation of very high (90%-100%) recovery in
the event of a payment default.
     
In addition, the rating on the subordinated debt, which consists
of US$200 million 7.125% senior subordinated notes due 2015,
remains 'BB', the same level as the corporate credit rating on
NBTY.  The recovery rating on these notes has been revised to
'3' from '4', indicating that lenders can expect meaningful
(50%-70%) recovery in the event of a payment default.
     
The outlook remains stable.  Approximately US$910 million of
lease-adjusted debt will be outstanding pro forma for the
transaction.  The ratings on the new bank facility are based on
preliminary terms, subject to review upon final documentation.
      
"The ratings affirmation takes into account NBTY's solid credit
protection measures, leading market position in the vitamin,
mineral, and supplement industry, diverse distribution channels,
record of effectively integrating acquisitions, and
opportunities to strengthen its core VMS business with the
Leiner Health Products Inc. asset purchase," said Standard &
Poor's credit analyst Bea Chiem.  The US$300 million proposed
bank proceeds, along with about US$75 million of cash, will be
applied to purchase Leiner Health assets for about US$375
million, including fees.
     
Although somewhat weakened pro forma for the acquisition, NBTY's
above-average credit protection measures provide some cushion
for potential moderate sales declines that could arise from
negative publicity or product liabilities or delays associated
with integrating the Leiner Health assets.  S&P would consider
an outlook revision to positive if NBTY maintains leverage in
the 2x area and funds from operations to total debt in the 30%
area and does not increase leverage significantly with another
large acquisition, more aggressive share-repurchase program, or
a dividend payout.  Alternatively, S&P would consider an outlook
revision to negative if the company's financial policy becomes
more aggressive, including a significant increase in leverage,
or if operating performance were to weaken and leverage
increased to the 3x area.  

Factors contributing to this scenario could include operating
weakness because of negative publicity, deteriorating margins
from high raw material costs, legal fees, and/or operating
inefficiencies.  Although highly unlikely over the near term,
S&P estimate that EBITDA margins would have to decline by 300
basis points and sales decline by 29%, in order to breach a
financial covenant, and cause constrained liquidity.

                         About NBTY Inc.

NBTY Inc. (NYSE: NTY) -- http://www.NBTY.com/-- manufactures,   
markets and distributes line of quality nutritional supplements
in the United States and throughout the world.  Under a number
of NBTY and third party brands, the company offers over 22,000
products.  As of Sept. 30, 2005, it operated 542 Vitamin World
and Nutrition Warehouse retail stores in the United States,
Guam, Puerto Rico, and the Virgin Islands.


R&G FINANCIAL: CFO to Resign; Names Melba Acosta as Replacement
---------------------------------------------------------------
R&G Financial Corporation disclosed that Andres I. Perez,
Executive Vice President and Chief Financial Officer, has
resigned from his position effective Aug. 1, 2008.  The
company's Executive Vice President-Corporate Risk Management,
Melba Acosta will act as interim CFO effective Aug. 2, 2008,
while the company undertakes a search for a new CFO.  Ms.
Acosta's appointment is subject to regulatory approval.  In
becoming interim CFO, Ms. Acosta will also continue in her
current position reporting to the Chief Executive Officer.

Ms. Acosta has served as the Company's Executive Vice
President-Corporate Risk Management since 2006 and as Senior
Vice President-Chief Administrative Officer of the Company from
2004 to 2005.  Prior to joining the Company, Ms. Acosta served
from 2001 to 2004 as Executive Director and Chief Information
Officer at the Office of Management and Budget of the
Commonwealth of Puerto Rico, where she was responsible for the
preparation of the annual budget for the Commonwealth and the
financial supervision of the agencies in the Executive Branch of
the Puerto Rico Government.  Ms. Acosta, a Certified Public
Accountant, is a graduate of the University of Puerto Rico,
where she obtained a Bachelor's degree in Business
Administration and a Juris Doctor degree.  She obtained a
Master's degree in Business Administration from the Harvard
Graduate School of Business.

Headquartered in San Juan, Puerto Rico, R&G Financial Corp.
(PNK: RGFC.PK) -- http://www.rgonline.com/-- is a financial
holding company with operations in Puerto Rico and the United
States, providing banking, mortgage banking, investments,
consumer finance and insurance through its wholly owned
subsidiaries, R-G Premier Bank, R-G Crown Bank, R&G Mortgage
Corporation, Puerto Rico's second largest mortgage banker, R-G
Investments Corporation, the company's Puerto Rico broker-
dealer, and R-G Insurance Corporation, its Puerto Rico insurance
agency.  At June 30, 2006, the company operated 37 bank branches
in Puerto Rico, 36 bank branches in the Orlando, Tampa/St.
Petersburg and Jacksonville, Florida and Augusta, Georgia
markets, and 44 mortgage offices in Puerto Rico, including 36
facilities located within R-G Premier Bank's banking branches.

                         *     *     *

As reported by the Troubled Company Reporter on May 7, 2008,
Fitch Ratings downgraded the long-term Issuer Default Rating of
R&G Financial Corporation to 'CC' from 'CCC' and simultaneously
withdraws all ratings of R&G Financial and its subsidiaries.  
Fitch will no longer provide ratings on the company.



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

GENERAL MOTORS: Venezuelan Unit Shuts Down Plant
------------------------------------------------
El Universal reports that General Motor Corp.'s Venezuelan unit
has closed down its main plant.

According to El Universal, the plant's shutdown is reportedly
due to lack of materials to assemble vehicles.  Reports say that
the plan would remain closed at least six weeks.

The Associated Press relates that Venezuelan President Hugo
Chavez capped foreign car imports to try to increase domestic
production.  Sales of new cars in Venezuela dropped 27.4% in the
first half six months of 2008, compared to the same period last
year.

Based 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.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America
June 30, 2008, Fitch downgraded the Issuer Default Rating of
General Motors Corporation to 'B-' from 'B', and assigned a
Rating Outlook Negative.  The downgrade results from weak
economic conditions, the dramatic shift to fuel efficient
vehicles and the resulting cash drains at GM that are expected
to persist at lest through 2009.  Fitch expects that cash drains
in 2008 will exceed US$10 billion, and that new financing
activity will be required over the next 18 months to keep GM's
cash position above the minimum comfort level of US$12 - US$14
billion.

As reported in the Troubled Company Reporter-Latin America on
June 25, 2008, 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.

Standard & Poor's Ratings Services is placing its corporate
credit ratings on the three U.S. automakers, General Motors
Corp., Ford Motor Co., and Chrysler LLC, on CreditWatch with
negative implications, citing the need to evaluate the financial
damage being inflicted by deteriorating U.S. industry
conditions--largely as a result of high gasoline prices.  
Included in the CreditWatch placement are the finance units Ford
Motor Credit Co. and DaimlerChrysler Financial Services Americas
LLC, as well as GM's 49%-owned finance affiliate GMAC LLC.


PETROLEOS DE VENEZUELA: Eyes Gas Drilling in Bolivia This Month
---------------------------------------------------------------
Petroleos de Venezuela S.A. is launching its gas and condensates
exploration in Bolivia by the end of July, El Universal reports,
citing the company in a communique.

The report says that the drill, identified as "PDV08", will be
carried by land to the Bolivian city of Santa Cruz.  The
electric drill, which was made in China, is on board a ship
sailing towards the port of Arica, Chile.

Citing the company, the El Universal relates that Venezuelan
technicians will operate the oil equipment at depths ranging
between 16,400 feet and 26,200 feet "in the Bolivian traditional
and non-traditional exploration areas."

Francisco Arias Cardenas, the Vice-Minister of Foreign Affairs
for Latin America and the Caribbean, has supervised the shipment
of the drill, including  a group of generators, derricks, pumps,
bins and waste repository, at the Venezuelan eastern port of
Guanta, the report adds.

The company disclosed that the drill will be used to find
condensates and gas in the Canada, Itaguazerenda and Ovai areas,
the report states.

The Vice-Minister also recalled that the shipment of the drill
is part of the agreement signed on January 23, 2006, between the
governments of Venezuela and Bolivia.

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.



                            ***********

Monday's edition of the TCR-LA delivers a list of indicative
prices for bond issues that reportedly trade well below par.
Prices are obtained by TCR-LA editors from a variety of outside
sources during the prior week we think are reliable.   Those
sources may not, however, be complete or accurate.  The Monday
Bond Pricing table is compiled on the Friday prior to
publication.  Prices reported are not intended to reflect actual
trades.  Prices for actual trades are probably different.  Our
objective is to share information, not make markets in publicly
traded securities.  Nothing in the TCR-LA constitutes an offer
or solicitation to buy or sell any security of any kind.  It is
likely that some entity affiliated with a TCR-LA editor holds
some position in the issuers' public debt and equity securities
about which we report.

Tuesday's edition of the TCR-LA features a list of companies
with insolvent balance sheets obtained by our editors based on
the latest balance sheets publicly available a day prior to
publication.  At first glance, this list may look like the
definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical
cost net of depreciation may understate the true value of a
firm's assets.  A company may establish reserves on its balance
sheet for liabilities that may never materialize.  The prices at
which equity securities trade in public market are determined by
more than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Thursday's edition of the TCR-LA. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com

                            ***********


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

Troubled Company Reporter - Latin America is a daily newsletter
co-published by Bankruptcy Creditors' Service, Inc., Fairless
Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick,
Maryland USA.  Tara Eliza E. Tecarro, Sheryl Joy P. Olano,
Rizande de los Santos, and Pamella Ritah K. Jala, Editors.

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

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

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

The TCR Latin America subscription rate is US$625 per half-year,
delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial
subscription or balance thereof are US$25 each.  For
subscription information, contact Christopher Beard at
240/629-3300.


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