/raid1/www/Hosts/bankrupt/TCRLA_Public/040217.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

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

          Tuesday, February 17, 2004, Vol. 5, Issue 33

                          Headlines


A R G E N T I N A

BALOPTIK: Court Outlines Reorganization Schedule
BOVINOS: Creditor Claims Review for Bankruptcy Ends Today
CORREO ARGENTINO: Court Orders Embargo On Two Accounts
DIRECTV LA: Issues Monthly Operating Report Ended 12/31/2003
ESTELAR SAN LUIS: Informative Assembly Scheduled for Today

FREDDO: Sale to Pegasus Capital Completed
INSTITUTO ARGENTINO: Court OK's Reorganization
KONTECNICA: Bankruptcy Timeline Set
MAE: Court Declares Company Bankrupt
MAVE: Creditor Proof of Claims Review Due To End April 9

MICROFORMAS: Individual Reports Due at Court Today
MIR: Court Assigns Receiver to Oversee Reorganization
MOPAL: Court Authorizes Reorganization Petition
ORRICO CATERING: Court Expects Individual Reports Today
PROPHARMA: Creditor Claims Validation Ends Today

PROTEID: Court Approves Creditor's Bankruptcy Petition
SCP: Takes Full Control of Millicom Argentina for $2M
SINTELAR: Receiver to File Individual Reports Today
TELECOM ARGENTINA: Capital Group Files Statement of Ownership
TELEFONICA DE ARGENTINA: Ends 2003 With Positive Results

TRANSPORTE TOMEO: General Reports Due for Filing Today
ZARNIPLAST: Court Declares Bankruptcy Now Official
* Argentina Unfreezes Power, Natural Gas Rates


B R A Z I L

PARMALAT BRASIL: New Head Seeks Fresh Funding From Creditors


D O M I N I C A N   R E P U B L I C

* World Bank Approves $100M Loan for the Dominican Republic


M E X I C O

CPI CORP.: Urges Stockholders to Reject Takeover Solicitation
EMPRESAS ICA: Upgrades Ratings to CreditWatch Positive
EMPRESAS ICA: Plans JV With Geo To Build Low-Cost Houses
GAM: Seeks Up To $100M In Government Compensation
HYLSAMEX: Shares Jump On Heavy Single-Investor Buying

PARMALAT DE MEXICO: Payroll Failur Puts Business in Peril
XIGNUX: Amends Exchange Offer, Proxy Solicitation


N I C A R A G U A

PARMALAT NICARAGUA: Minister Details Transfer of $5M in Loans


     - - - - - - - - - -

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

BALOPTIK: Court Outlines Reorganization Schedule
------------------------------------------------
Buenos Aires Court No. 17 sets the schedule for the
reorganization of local company Baloptik S.A., relates Argentine
news portal Infobae. The individual reports must be submitted to
the court on May 12 followed by the general report on June 29.

The Company's receiver, Mr. Gustavo Horacio Manay, will prepare
the individual reports after the credit verification process is
closed on April 13. Verifications are done to ascertain the
nature and amount of the Company's debts.

Clerk No. 33 assists the court on the case, which started shortly
after the court approved the Companys' motion for "Concurso
Preventivo".

CONTACT:  Baloptik S.A.
          Uruguay 362
          Buenos Aires

          Gustavo Horacio Ma¤ay
          Montevideo 666
          Buenos Aires


BOVINOS: Creditor Claims Review for Bankruptcy Ends Today
---------------------------------------------------------
The credit verification process for the bankruptcy of Argentine
company Bovinos S.R.L. ends today. The Company's receiver, Ms.
Silvia Amanda Ferrandina, will prepare the individual reports on
the verification results.

As detailed in an earlier report by the Troubled Company Reporter
- Latin America, Court No. 4 handles the Company's case. Clerk
No. 7 assists the court on the case.

CONTACT:  Silvia Amanda Ferrandina
          Asuncion 4642
          Buenos Aires


CORREO ARGENTINO: Court Orders Embargo On Two Accounts
------------------------------------------------------
An Argentine commercial court ordered an embargo on two accounts
of former postal operator Correo Argentino, as part of the
Company's bankruptcy proceedings. Correo Argentino had asked
Judge Eduardo Favier Dubois to release funds in two accounts it
has abroad, one in BNP Paribas and the other in Lehman Brothers,
but the judge considered that the Company has enough funds in
accounts open with several local banks to face its residual
activity, since it has no staff and doesn't have any other
operating expenses either.

The government cancelled Correo Argentino's national concession
for postal services in November 2003, based on Correo Argentino's
noncompliance with the terms of the concession, poor service and
heavy debt problems.

According to the judge, Correo Argentino's only activity is to
attend accounts pending payment and collection and this doesn't
make it necessary to release funds the Company has abroad.

Besides, Favier Dubois highlighted the Company hadn't said why it
needed this money.

When the government cancelled Correo Argentino's contract, it set
a 180-day term to award the concession to another private
operator. This term is expiring in May.


DIRECTV LA: Issues Monthly Operating Report Ended 12/31/2003
------------------------------------------------------------

                    DirecTV Latin America, LLC
                     Unaudited Balance Sheet
                     As of December 31, 2003

ASSETS

Cash and Cash equivalents                            $4,403,840

   Accounts receivable - unconsolidated companies   428,142,506
   Accounts receivable - consolidated companies     327,265,419
   Allowance for doubtful accounts                  (26,721,920)
                                                  -------------
Total Receivables, net                              728,686,005
Property and Equipment, net                          40,431,845

Intangible Assets, net                                2,000,000
Prepaid expenses and other assets                     9,293,258
                                                  -------------
TOTAL ASSETS                                       $784,814,948
                                                  =============

LIABILITIES AND OWNERS' DEFICIT

Postpetition Liabilities:
   Accounts Payable                                 $23,314,294
   Contingent Programming Payables                   24,008,680
   Accrued Liabilities                               26,081,774
   Local Programming to be offset                    31,039,345
   Long-term debt                                   104,853,102
                                                  -------------
Total Postpetition Liabilities                      209,297,195

Prepetition Liabilities:
   Accounts Payable                                 123,512,335
   Accrued Liabilities                               83,221,035
   Unsecured Notes                                1,381,335,582
                                                  -------------
Total Prepetition Liabilities                     1,588,068,952

Net Losses in consolidated subsidiaries             494,264,993
Owners' deficit                                  (1,506,816,192)
                                                  -------------
Total Liabilities and Owners' Deficit              $784,814,948
                                                  =============


                    DirecTV Latin America, LLC
                 Unaudited Statement of Operations
            For the period from December 1 to 30, 2003 [sic]

Net Revenues                                        $24,892,731

Costs and Expenses:
   Programming and other direct costs                26,258,946
   Selling, general and admin expenses                6,908,362
   Depreciation and amortization                      2,054,628
                                                  -------------
Total costs and expenses                             35,221,936
                                                  -------------
Operating Loss                                      (10,329,205)
                                                  -------------
Other Income:
   Interest Income                                      151,913
   Interest expense                                    (532,041)
   Other Income                                               -
                                                  -------------
Total other income                                     (380,128)
                                                  -------------
Reorganization Items:
   Write off of deferred revenue                      6,623,563
   Write off of exclusivities; assets are impaired  (68,712,329)
   Accrual of claims associated
      with rejected contracts                       (71,100,000)
   Chapter 11 retention programs                       (107,948)
   Chapter 11 professional fees                      (1,271,210)
                                                  -------------
Total Reorganization items                         (134,567,923)

Loss before loss from subsidiaries                 (145,277,256)
Loss from subsidiaries                               (8,292,075)
Withholding taxes                                    (3,234,496)
                                                  -------------
Net Loss                                          ($156,803,827)
                                                  =============


                    DirecTV Latin America, LLC
             Schedule of Cash Receipts & Disbursements
             For the period from December 1 to 31, 2003

Receipts:
   Royalty Receipts                                 $12,915,445
   DIP Funding                                       38,000,000
   Other Inflows                                        188,652
                                                  -------------
Total Receipts                                       51,104,097

Disbursements:
   Capital contributions                                      -
   Programming                                       38,838,377
   Satellite                                          4,778,756
   Other Direct Costs                                   468,626
   CapEx                                                 16,669
   Interest Paid on DIP loan                            305,315
   Restructuring                                        969,766
   U.S. Trustee Quarterly Fees                                -
   Other Operating Expenses:
      Wages, Payroll Taxes and Benefits               1,168,966
      Health Insurance                                  100,488
      HEC: FX Transactions                            1,220,276
      Communication Expenses                             88,243
      Equipment/Services/Other Rentals                   22,318
      Freight and warehouse                               5,551
      Marketing                                          77,995
      Office Supplies/Equipment                           9,819
      Outsourcing                                       130,868
      Professional Fees                                 650,174
      Rent                                              127,363
      Travel Expense                                    148,348
      Utilities                                               -
      Taxes (Non-payroll)                                92,517
      Others                                                777
                                                  -------------
Total Disbursements                                  49,221,212
                                                  -------------
Net Cash Flow                                       ($1,882,885)
                                                  =============
(DirecTV Latin America Bankruptcy News, Issue No. 19; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


ESTELAR SAN LUIS: Informative Assembly Scheduled for Today
----------------------------------------------------------
The informative assembly for the reorganization of Buenos Aires
company Estelar San Luis S.A. will be held today, February 17, an
earlier report by the Troubled Company Reporter - Latin America
indicated. Buenos Aires Court No. 22 and Clerk No. 43 handle the
Company's case.


FREDDO: Sale to Pegasus Capital Completed
-----------------------------------------
The sale of Argentine ice cream store chain Freddo to private
equity fund Pegasus Capital was completed Wednesday, says Dow
Jones. The value of the deal was not disclosed but local media
reports have said earlier that Pegasus was preparing to pay
between US$15 and US$20 million for Freddo. Pegasus said it plans
to expand Freddo and add new businesses to the chain's existing
operations.

In the late 90s, The Exxel Group purchased Freddo from its
founders for US$82.5 million. In October 2001, a group of banks
headed by Banco de Galicia y Buenos Aires took over Freddo in
exchange for a US$30-million loan they had granted The Exxel.
Galicia started to look for a purchaser right away.

Freddo operates 29 parlors in Argentina and three in popular
Uruguayan tourist cities.


INSTITUTO ARGENTINO: Court OK's Reorganization
----------------------------------------------
Insolvency Judge Gutierrez Cabello of Buenos Aires Court No. 7
approved a motion for "Concurso Preventivo" filed by local
company Instuto Argentino de Neurociencias S.A., reports local
daily La Nacion. The Company will undergo court-authorized
reorganization with Mr. Jose Planas as its receiver.

Working with the company's representative, Dr. O'Reilly, the
court set the informational meeting for October 28, 2004. The
source, however, did not indicate the deadlines for the reports
on the psychiatric clinic's reorganization.

CONTACT:  Instituto Argentino de Neurociencias
          Mansilla 3057
          Buenos Aires

          Jose Planas
          4th Floor, Office 16
          Ave Belgrano 1123
          Buenos Aires


KONTECNICA: Bankruptcy Timeline Set
-----------------------------------
The individual reports for the bankruptcy of Buenos Aires company
Kontecnica S.R.L. are due at the city's Court No. 17 on April 2.
The Company's receiver, Mr. Jose Maria Nullo, will prepare these
reports after the credit verification process is closed on March
3.

The receiver will also prepare a general report after the
individual reports are processed at court. This report is due for
filing on June 11. The Company's assets will be liquidated at the
end of the process to repay creditors. Payments will be based on
the results of the credit verification process.

CONTACT:  Kontecnica S.R.L.
          Arenales 2708
          Buenos Aires

          Jose Maria Nullo
          Ave Callao 420
          Buenos Aires


MAE: Court Declares Company Bankrupt
------------------------------------
Buenos Aires Court No. 22 declared local company M.A.E. S.R.L.
"Quiebra", according to a report by Infobae. Working with Clerk
No. 43, the court assigned Mr. Federico Alberto Mansbach as
receiver to oversee the bankruptcy process.

Creditors must present their claims to the receiver for
verification before March 19 in order to qualify for payments to
be made after the Company's assets are liquidated. The individual
reports must be submitted to the court on May 5 followed by the
general report on June 17.

CONTACT:  Federico Alberto Mansbach
          Tucuman 1506
          Buenos Aires


MAVE: Creditor Proof of Claims Review Due To End April 9
--------------------------------------------------------
Creditors for Argentine company Mave S.A. must have their claims
authenticated by the Company's receiver before April 9 in order
to qualify for payments to be made after the Company's assets are
liquidated. The Company's receiver, Mr. Mauricio Gola, will also
prepare the individual and general reports on the case.

Argentine news source Infobae indicates that the Company entered
bankruptcy on orders from Buenos Aires Court No. 1. Clerk No. 2
assists the court on the case. The source, however, did not
mention whether the court has set the filing deadlines for the
receiver's reports.

CONTACT:  Mauricio Gola
          Maipu 5019
          Buenos Aires


MICROFORMAS: Individual Reports Due at Court Today
--------------------------------------------------
Miguel Angel Visco, receiver for the Microformas S.A., must
submit to the court the individual reports on the Company's
bankruptcy today. These reports contain the results of the credit
verification process done to determine the nature and amount of
the Company's debts.

Buenos Aires Court No. 6, which handles the Company's case, also
requires the receiver to prepare a general report after it
processed the individual reports. The general report must be
field at court on March 30.

CONTACT:  Miguel Angel Visco
          Tres de Febrero 4683
          Buenos Aires


MIR: Court Assigns Receiver to Oversee Reorganization
-----------------------------------------------------
Buenos Aires Court No. 12 assigned Ms. Nora Alicia Balmes as
receiver for the reorganization of local company Mir S.A., says
Infobae. The Company started its reorganization process after the
court approved its motion for "Concurso Preventivo".

Creditors are required to file their claims before March 24 this
year. The individual reports on the verification results are to
be filed at the court on May 5. The receiver will prepare a
general report after the individual reports are processed. The
court requires the receiver to file this report on June 17.

The informative assembly, which is one of the last parts of a
reorganization process, will be held on December 3.

CONTACT:  Nora Alicia Balmes
          Ave R S Pena 1185
          Buenos Aires


MOPAL: Court Authorizes Reorganization Petition
-----------------------------------------------
Argentine company Mopal S.A. will undergo reorganization after
Court No. 3 of the Civil and Commercial Tribunal of Mar del Plata
approved its motion for "Concurso Preventivo". Local news portal
Infobae indicates that Mr. Juan Carlos Codagnone will oversee the
reorganization as the Company's receiver.

The credit verification process will run until March 12. The
receiver, who will verify claims, will also prepare the
individual reports to be submitted on April 23. The general
report, a consolidation of the individual reports after being
processed, must be filed at the court on June 4.

The source did not mention whether the court has set the date for
the informative assembly.

CONTACT:  Mopal S.A.
          Entre Rios 1648
          Mar del Plata


ORRICO CATERING: Court Expects Individual Reports Today
-------------------------------------------------------
The individual reports for the bankruptcy of Buenos Aires company
Orrico Catering S.A. are due at the court today. The Company's
receiver, Mr. Hugo Daniel Pantaleo prepared the reports after the
credit verification process was closed last year.

After the individual reports are processed, the receiver will
prepare a general report, which is due at Buenos Aires Court No.
12 on March 30. Clerk No. 24 assists the court on the case,
according to an earlier report by the Troubled Company Reporter -
Latin America.

The Company's assets will then be liquidated to reimburse its
creditors. Payments will be based on the results of the
verification process.

CONTACT:  Hugo Daniel Pantaleo
          Ave Corrientes 1450
          Buenos Aires


PROPHARMA: Creditor Claims Validation Ends Today
------------------------------------------------
The credit verification process for the reorganization of
Argentine company Propharma S.R.L. ends today. The Company's
receiver, Mr. Adolfo Avinceta, who examined and authenticated
creditors' claims, will prepare the individual reports based on
the verification results.

The Company started its reorganization after Court No. 4 of the
Civil and Commercial Tribunal of Bahia Blanca approved its motion
for "Concurso Preventivo". Clerk No. 8 assists the court on the
case, an earlier report by the Troubled Company Reporter - Latin
America said.

CONTACT:  Propharma S.R.L.
          San Martin 669
          Bahia Blanca

          Adolfo Avinceta
          Mitre 1050
          Buenos Aires


PROTEID: Court Approves Creditor's Bankruptcy Petition
------------------------------------------------------
Proteid S.A., which is based in Buenos Aires, entered bankruptcy
on orders from Judge Dieuzeide of the city's Court No. 1. The
ruling comes in approval of the petition filed by the Company's
creditor, Flora Danica S.A. for nonpayment of debt. Clerk No. 2,
Dr. Pasina, assists the court on the case, which will end with
the liquidation of the Company's assets.

Creditors must present their claims to the Company's receiver,
Ms. Lydia Albite, before April 6 in order to qualify for payments
after the liquidation. The creditor will prepare the individual
and general reports on the result of the verification process.

CONTACT:  Proteid S.A.
          JL Juarez 2268
          Buenos Aires


SCP: Takes Full Control of Millicom Argentina for $2M
-----------------------------------------------------
Argentine investment group Sociedad Comercial del Plata (SCP)
bought out its partner, Millicom International Cellular (Nasdaq:
MICC), from their local telecoms joint venture, for US$2 million,
reports Business News Americas.

SCP, which is controlled by Argentine businessman Santiago
Soldati, bought the 65% stake in Millicom Argentina that it did
not already own, as part of a broader restructuring. According to
a Millicom spokesperson, SCP will maintain the Millicom Argentina
brand for at least one year.

SCP said it had taken over operations at Millicom Argentina in
April 2002 and was behind the shift away from fiber-based data
transmission towards wireless services for residential and
corporate customers.

MIC will continue to offer technical assistance and know-how, SCP
said.


SINTELAR: Receiver to File Individual Reports Today
---------------------------------------------------
Estudio Canapeti y Llovera, receiver for Argentine company
Sintelar S.A., must file the individual reports for the Company's
bankruptcy today. The reports contain the results of the credit
verification process completed late last year.

Buenos Aires Court No. 3 issued the bankruptcy order last year,
the Troubled Company Reporter - Latin America said in an earlier
report. Clerk No. 5 cooperates with the court on the case, which
is set the close with the liquidation of the Company's assets
after due process.

The receiver will prepare a general report after the individual
reports are processed at court. This report is due for filing
March 30.

CONTACT:  Sintelar S.A.
          Villarino 2411
          Buenos Aires

          Estudio Canapeti y Llovera
          11 de Septiembre 1503
          Buenos Aires


TELECOM ARGENTINA: Capital Group Files Statement of Ownership
-------------------------------------------------------------
Capital Group International, Inc. ("CGII") and Capital
International, Inc. ("CII") agreed to file a joint statement on
Schedule 13G under the Securities Exchange Act of 1934 (the
"Act") in connection with their beneficial ownership of American
Depositary Shares, representing Class B Ordinary Shares issued by
Telecom Argentina Stet-France Telecom S.A.

CGII and CII state that they are each entitled to individually
use Schedule 13G pursuant to Rule 13d-1(c) of the Act.

CGII and CII are each responsible for the timely filing of the
statement and any amendments thereto, and for the completeness
and accuracy of the information concerning each of them contained
therein but are not responsible for the completeness or accuracy
of the information concerning the others.

CGII is the parent holding company of a group of investment
management companies that hold investment power and, in some
cases, voting power over the securities reported in this Schedule
13G. The investment management companies, which include a "bank"
as defined in Section 3(a)(6) of the Securities Exchange Act of
1934 (the "Act") and several investment advisers registered under
Section 203 of the Investment Advisers Act of 1940, provide
investment advisory and management services for their respective
clients which include registered investment companies and
institutional accounts. CGII does not have investment power or
voting power over any of the securities reported herein. However,
by virtue of Rule 13d-3 under the Act, CGII may be deemed to
"beneficially own" 35,853,730 shares or 8.2% of the 87,265,000
shares of Class B Ordinary Shares, including American Depositary
Shares, believed to be outstanding.

CII, an investment adviser registered under Section 203 of the
Investment Advisers Act of 1940 is deemed to be the beneficial
owner of 35,499,730 shares or 8.1% of the 87,265,000 shares of
Class B Ordinary Shares, including American Depositary Shares,
believed to be outstanding as a result of acting as investment
adviser to various investment companies and institutional
accounts.

All of the shares reported are held in the form of American
Depositary Shares, which each represent five Class B Ordinary
Shares.


TELEFONICA DE ARGENTINA: Ends 2003 With Positive Results
--------------------------------------------------------
Telefonica de Argentina, controlled by Spanish telecoms giant
Telefonica, reported a net profit of ARS405 million (US$137
million) in 2003, reversing the previous year's loss of ARS3.58
billion, reports Business News Americas. The Company attributed
positive results to gains in the local peso.

"The behavior of the exchange rate had a positive effect on our
net profit after gaining 13 percent against the dollar between
Dec. 31, 2002, and Dec. 31, 2003," the Company said in a
statement

Sales income however fell 10.1% in real terms to ARS2.75 billion,
due to a rate freeze imposed after Argentina devalued its peso in
January 2002 in the throes of its worst-ever economic crisis.

Telefonica, Argentina's biggest telephone company, was one of the
few Argentine firms not to default on its dollar-denominated
debt. The Company said its short- and long-term debt totaled
ARS4.535 billion by the end of 2003.

CONTACT:  TELEFONICA DE ARGENTINA
          Tucuman 1, 18th Floor, 1049
          Buenos Aires, Argentina
          Phone: (212) 688-6840
          Home Page: http://www.telefonica.com.ar
          Contacts:
          Carlos Fernandez-Prida Mendez Nunez, Chairman
          Paul Burton Savoldelli, Vice Chairman
          Fernando Raul Borio, Secretary


TRANSPORTE TOMEO: General Reports Due for Filing Today
------------------------------------------------------
Today is the deadline for the filing of the general report on the
bankruptcy of Buenos Aires company Transporte Tomeo S.A.,
according to an earlier article by the Troubled Company Reporter
- Latin America. The Company's receiver, Mr. Mauricio Mudric,
prepared the report after the individual reports were processed
at the city's Court No. 2.

The individual reports contain the results of the credit
verification process done to ascertain the nature and amount of
the Company's debts. Creditors must have their claims
authenticated by the receiver in order to qualify for payments to
be made after the Company's assets are liquidated.

Clerk No. 4 assists the court on the case.

CONTACT:  Transporte Tomeo S.A.
          Moreno 955
          Buenos Aires

          Mauricio Mudric
          Tucuman 893
          Buenos Aires


ZARNIPLAST: Court Declares Bankruptcy Now Official
--------------------------------------------------
Argentine plastic maker Zarniplast S.R.L. enters bankruptcy on
orders from Buenos Aires Court No. 2, which is under Judge
Garibotto. The ruling comes after the Company's creditor, Obra
Social del Personal de la Industria del Plastico, filed a
petition for the Company's bankruptcy for failure to meet its
financial obligations to the union.

The creditor claims verification process will run until April 15
this year. Claims must be submitted to the receiver, Mr. Eduardo
Zysman for verification before the said date.

Clerk No. 3, Dr. Vasallo assists the court on the case, relates
local newspaper La Nacion. The source, however, did not mention
whether the court has set the deadlines for the individual and
general reports.

CONTACT:  Zarniplast S.R.L.
          Cachi 508
          Buenos Aires

          Eduardo Zysman
          3rd Floor, Office A
          Talcahuano 464
          Buenos Aires


* Argentina Unfreezes Power, Natural Gas Rates
----------------------------------------------
Succumbing to the International Monetary Fund, Argentina finally
gave up a two-year freeze on power and natural gas rates, reports
Bloomberg News. The move, according to BNP Paribas analyst Rafael
de la Fuente, likely ensures that the IMF will approve a loan
disbursal that will allow the country to meet a US$3-billion
payment to the fund next month.

The move comes three days after the government selected banks to
advise it on the restructuring of US$99 billion of defaulted
bonds, another measure the IMF was demanding.

"This leaves very little room for the IMF to turn down
disbursements to Argentina when the review comes up next month,"
said de La Fuente.

On Thursday, IMF spokesman Thomas Dawson said that Argentina
would probably qualify for the US$3.1 billion loan disbursal. He
said the country's decision to name UBS AG, Merrill Lynch and Co.
and Barclays Plc as advisers in the debt restructuring a "step
forward."

Argentina froze utility rates to prevent the currency devaluation
that followed the bond default from sparking a surge in inflation
that would have deepened a recession. Utilities complained the
country left the prices frozen even as the economy grew almost 8%
last year and prices of some basic goods such as bread and oil
doubled in price.



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

PARMALAT BRASIL: New Head Seeks Fresh Funding From Creditors
------------------------------------------------------------
Keyler Carvalho Rocha, the new court-appointed president of
Parmalat Brazil, is hoping to secure additional funding from
creditors to keep the Company afloat, the AP Online relates.

"This is an emergency situation...We need creditors to open these
credit lines; otherwise the company won't survive," Keyler said
at a public meeting of Parmalat's managers and creditors.

Mr. Rocha told Friday's special meeting of company managers and
creditors that Parmalat Brazil needs about BRL20 million (US$7
million) just to maintain operations through the end of the
month. He added that it might take as much as BRL100 million
(US$35 million) to stabilize the Company over the long term.

Representatives of federal government-controlled bank Banco do
Brasil and private banks Unibanco, ABN Amro, Bank Boston and
Sumitomo were present at the meeting. The banks are among the
local unit's main creditors here.

Mr. Rocha replaced Ricardo Goncalves as Parmalat's president
after a local court ordered the latter's resignation on
Wednesday. A number of other managers were also forced out of
their posts by civil court Judge Carlos Henrique Abrao, who
replaced the group with a committee led by Rocha.

On Friday, the displaced managers filed an appeal challenging the
order forcing them to resign.



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

* World Bank Approves $100M Loan for the Dominican Republic
-----------------------------------------------------------
The World Bank's Executive Board authorized a so-called social
crisis response loan of $100 million for the Dominican Republic
to mitigate the social impact of the current economic crisis.

"This loan will help to protect the poor and vulnerable at this
difficult time," said Caroline Anstey, the World Bank's Director
for the Caribbean. "Targeting public resources to basic services
and helping to keep the lights on will be significant steps
towards recovery and poverty reduction in the country."

The Social Crisis Response Adjustment Loan aims to reduce the
social impacts of the current economic and social crisis in both
the electricity and social sectors. It will also support efforts
to better manage electricity subsidies and improve the
performance and poverty targeting of social services, through the
following initiatives:

- Protecting 2004 budget levels for key social assistance and
power sector programs needed to cushion social impacts of the
crisis;

- Strengthening social assistance programs to better target their
resources to the poor and to reach the large excluded population,
which lacks official documentation;

- Extending health insurance to all, streamlining the fragmented
social assistance programs, and introducing evaluation and civil
society monitoring of social programs; and

- Providing financial support to permit the urgent importation of
fuel to generate electricity for national distribution and better
target electricity subsidies to the poorest.

This single-currency, fixed-spread loan is repayable in 12 years,
including five years of grace. The loan is expected to be
disbursed in three tranches during the fist six months of 2004.
In view of the need for close monitoring of the use of these
funds, the Bank intends to exercise its option to request an
audit of the loan deposit account according to appropriate
auditing principles consistently applied by independent auditors.

The World Bank's Executive Board also approved two additional
technical assistance loans:

The $12.5 million, Financial Sector Technical Assistance Loan is
directed at strengthening regulatory and supervisory capacity in
key agencies of the financial sector.

The loan will contribute to poverty reduction and sustainable
development by strengthening the institutional capacity of the
monetary authorities as a way to improve the design and
implementation of monetary and fiscal policies. In addition, the
project will reinforce the institutional capacity of the
financial regulatory agencies in order to reduce risks and
increase efficiency, transparency, and accountability of
financial activities.

This single-currency, fixed-spread loan is repayable in 17 years,
including five years of grace. Disbursements will run from 2004
until 2008.

The $7.3 million Power Sector Technical Assistance Loan aims to
strengthen the Government's regulatory and consumer protection
performance, improve policy formulation and portfolio
management,the wholesale power market, as well as the quality of
electricity for the poor, and protect the environment.

This single-currency, fixed-spread loan is repayable in 17 years,
including five years of grace. Disbursement will run from 2004
though 2009

Contacts:  Lee Morrison (202) 458-8741
           Lmorrison1@worldbank.org
           Alejandra Viveros (202) 473-4306
           Aviveros@worldbank.org



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

CPI CORP.: Urges Stockholders to Reject Takeover Solicitation
-------------------------------------------------------------
CPI Corp. (NYSE: CPY) announced Friday that consents dated
February 13, 2004, were delivered to the company in connection
with the solicitation of stockholder consents by a group of
minority stockholders led by Knightspoint Partners I, L.P.
("Knightspoint"). Therefore, under Delaware law, consents must be
delivered to CPI on or before April 13, 2004 to be effective.

At any time prior to the consents becoming effective,
stockholders have the right to revoke their consent. The
dissident group's proposals cannot become effective before the
twentieth business day after Knightspoint's materials are
delivered to stockholders.

CPI's Board of Directors unanimously opposes the dissident
group's consent solicitation and recommends that stockholders not
return any consent card they may receive from Knightspoint.
Stockholders who have already returned consent cards are urged to
revoke their consent.

ABOUT CPI

CPI Corp. is a portrait photography company offering studio
photography services in the United States, Puerto Rico, and
Canada through Sears Portrait Studios and in Mexico in Soriana
and its City Club format. The Company also provides mobile
photography services in the United States to childcare centers,
sports associations and at events through Every Day
Expressions(R). In addition, the Company operates
searsphotos.com, an on-line photofinishing service as well as a
vehicle for the Company's customers to archive, share portraits
via email and order additional portraits and products.


EMPRESAS ICA: Upgrades Ratings to CreditWatch Positive
----------------------------------------------------
Standard & Poor's Ratings Services placed its 'CCC' corporate
credit rating and 'CC' subordinated debt rating on Empresas ICA
Sociedad Controladora S.A. de C.V. (ICA) on CreditWatch with
positive implications as a result of ICA's recently completed
equity issue.

"The ratings reflect ICA's weak operating performance," said
Standard & Poor's credit analyst Jose Coballasi. "The ratings
also consider the company's position as the largest engineering,
construction, and procurement concern in Mexico."

The recently completed equity issue of $227 million provides the
company with sufficient liquidity to meet its short-term debt
maturities, particularly the payment of $96.3 million that
remains outstanding of its notes due March 2004. Nevertheless,
the company's operating cash flow generation in recent years has
been negative, and this remains its most important challenge
going forward.

"ICA's CreditWatch listing will be resolved upon the completion
of a review of ICA's restructuring process and its operating and
financial prospects," Mr. Coballasi added.

ANALYST:  Jose Coballasi
          Mexico City
          Phone: (52) 55-5081-4414

          Santiago Carniado
          Mexico City
          Phone: (52) 55-5081-4413


EMPRESAS ICA: Plans JV With Geo To Build Low-Cost Houses
--------------------------------------------------------
Mexican construction company, ICA, and local housing developer
Geo plan to build 2,000 homes in a joint venture partnership,
reports Reuters. However, a source close to ICA made it clear
that the partnership between subsidiaries of the two companies
would not be large and would be a one-time deal.

"It's a very small project to build low-cost housing in Mexico
City, about 2,000 homes," the source told Reuters, without
disclosing the value of the deal. He revealed, however, that the
debt-laden ICA is analyzing a tender for a US$120 million
government contract to build highways in eight states.

"Eventually the company will decide whether or not to bid," he
said.

ICA's debt stood in December at about $460 million. Its closest
maturity is in March 2004, when the Company will have to pay a
US$96.3 million convertible bond, according to the Company.


GAM: Seeks Up To $100M In Government Compensation
-------------------------------------------------
Mexican sugar producer Grupo Azucarero Mexico (GAM) is seeking
between US$80 million and US$100 million in total compensation
and damages from the government for profits lost after the State
seized control of three of its sugar refineries two and a half
years ago, says El Economista.

GAM's legal advisor, Lorena Serda, explained that under the law,
the Commission of Evaluations of National Goods should have
returned the three expropriated sugar refineries in no more than
a year to GAM after seizing them.

However as the State did not fulfill this obligation, GAM lost
profits that it would have made upon controlling operations, Ms.
Serda said.

Prior to the mills' seizure in September 2001, GAM declared a
suspension of payments and withdrew from the Mexico City Stock
Exchange (BMV).

GAM owes US$68 million in bonds on the international market and
US$9.9 million to Inverlat.


HYLSAMEX: Shares Jump On Heavy Single-Investor Buying
-----------------------------------------------------
Ailing Mexican steel maker Hylsamex, which is in the process of
being spun off from parent conglomerate Alfa, saw its shares soar
12% Friday amid what appeared to be heavy buying by one investor,
Reuters reports, citing traders. Struggling with nearly US$1
billion of debt, Hylsamex saw its shares jump 83 centavos to end
at MXN7.64 in near record-high volume of close to 2 million
shares.

"It's one client," said a trader at one of the three brokerages
doing most of the buying.

Analysts said they expect Hylsamex to benefit from climbing steel
prices.

"This year is going to be good on the operations side which will
allow the company to reduce debt," said Carlos Hermosillo,
analyst with Vector brokerage.

Hylsamex has said its earnings before interest, taxes,
depreciation and amortization margin, an important indicator of
the financial health of Mexican companies, was 15.5% in January,
up from 12.9% at the end of 2003.

CONTACT:  Hylsamex S.A. de C.V.
          101 Ave Munich Cuauhtemoc
          66452 San Nicolas de los Garza
          Nuevo Leon
          Mexico
          Phone: +52 81 8865 2828
          Fax: +52 81 8865 1210
          Home Page: http://www.hylsamex.com.mx
          Contact:
          Engr. Dionisio Garza Medina, Chairman
          Alejandro Elizondo Barragan, Chief Executive Engr


PARMALAT DE MEXICO: Payroll Failur Puts Business in Peril
---------------------------------------------------------
Parmalat Finanziaria Spa, under Extraordinary Administration,
communicates that as a result of actions taken by the Mexican
judicial authorities at the request of Citigroup, its subsidiary
company Parmalat De Mexico sa de C.V. is unable to process its
payroll using the financial resources provided to it by Parmalat
Spa. This action puts the survival of the Mexican Company at
great risk.

Parmalat de Mexico opened shop in Mexico in 1995 in the western
state of Jalisco and currently employs about 400 people. It has
distribution centers in Mexico City, Jalisco and the northern
state of Nuevo Leon.


XIGNUX: Amends Exchange Offer, Proxy Solicitation
-------------------------------------------------
Xignux, S.A. de C.V. (formerly known as Axa, S.A. de C.V.)
("Xignux") announced Friday certain amendments to the terms of
its previously announced exchange offer relating to its
outstanding 9% Guaranteed Notes due 2004 (the "Existing Notes").
Pursuant to an Offering Memorandum and Proxy Solicitation
Statement dated January 23, 2004 (the "Offering Memorandum"), as
amended, Xignux previously offered to exchange its 93/4% Senior
Guaranteed Notes due 2014 for its Existing Notes. In the exchange
offer Xignux is also soliciting proxies from holders of the
Existing Notes in favour of an extraordinary resolution to adopt
certain proposed amendments to the terms and conditions of the
Existing Notes and the trust deed under which the Existing Notes
were issued.

Under the amended terms of the exchange offer set forth in a
supplement to the Offering Memorandum dated February 13, 2004
(the "Amended Offering Memorandum"), Xignux is now offering to
exchange its 91/2% Senior Guaranteed Notes Due 2009 (the "New
Notes") for its Existing Notes and is modifying certain covenants
of the New Notes. The Amended Offering Memorandum also changes
the proxy payment of US$40 per US$1,000 principal amount of
Existing Notes payable to holders that validly tender their
Existing Notes and deliver validly executed proxies in favour of
the extraordinary resolution on or prior to the Proxy Payment
Deadline and Withdrawal Rights Termination Deadline (each, as
heretofore extended) to US$30 per US$1,000 principal amount of
Existing Notes, and provides for a solicitation fee of US$10 per
US$1,000 principal amount of Existing Notes to certain soliciting
dealers.

Xignux also announced an extension of the Expiration Date to
midnight, New York City time, on March 12, 2004 from the previous
expiration date of midnight, New York City time, on February 19,
2004; and a further extension of the Proxy Payment Deadline and
Withdrawal Rights Termination Deadline to 5:00 p.m., New York
City time, on March 1, 2004 (the "Extended Proxy Payment Deadline
and Withdrawal Rights Deadline") from the previous deadline of
5:00 p.m., New York City time, on February 12, 2004. In
conjunction with the amendments to the exchange offer, Xignux
will promptly return all previously tendered Existing Notes and
any tender of Existing Notes and any proxies granted thereby made
prior to the date of the Amended Offering Memorandum will be null
and void. Any holder of Existing Notes that wishes to participate
in the exchange offer must tender its Existing Notes on or after
the date of the Amended Offering Memorandum, even if such
Existing Notes have been previously tendered for exchange.
Holders may withdraw their proxies at any time prior to the
Extended Proxy Payment Deadline and Withdrawal Rights Deadline.

The meeting of Noteholders, originally scheduled for February 19,
2004, at 3:00 p.m., London time, at the offices of Linklaters,
One Silk Street, London EC2Y 8HQ, United Kingdom, has been
rescheduled for March 11, 2004, at the same time and place. All
other terms and conditions of the exchange offer and proxy
solicitation remain the same.

Citigroup Global Markets is the dealer manager and Global
Bondholder Services is the information agent for the exchange
offer. Requests for documentation should be directed to Global
Bondholder Services at +1-212- 430-3774 (collect-for banks and
brokers) and +1-866-470-3800 (for all others). Questions
regarding the transaction should be directed to Citigroup Global
Markets at 800-558-3745.

CUSIP: 00245RAA3
ISIN: USP0605VAC74

CONTACT:  Xignux, S.A. de C.V.
          Matthew Radley of Citigroup Global Markets
          Phone: +1-212-723-6106



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

PARMALAT NICARAGUA: Minister Details Transfer of $5M in Loans
-------------------------------------------------------------
Nicaragua's development minister revealed that that the local
unit of Italian dairy company Parmalat transferred a US$5-million
loan from Central American banks to the Company's headquarters in
Italy a month before the parent company's scandal surfaced. The
AP Online relates that the minister, Mario Arana, said in a
television interview aired Friday on Canal 63 that Parmalat had
promised to pay the loan in the next 15 days.

Last week, the two banks that made the loan - Nicaragua's Central
American Bank and Panama's Tower Bank - froze Parmalat's assets.
Parmalat's manager in Nicaragua, Aldo Camorani, said Thursday
that Minister Tanzi called him in November and ordered him to
send money.

"This now could be interpreted as strange, but it wasn't
strange," Mr. Camorani told a group of dairy farmers. "It was
clean and documented."




               ***********


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. John D. Resnick, Edem Psamathe P. Alfeche and Oona
G. Oyangoren, Editors.

Copyright 2004.  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 $575 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 $25 each.  For subscription information,
contact Christopher Beard at 240/629-3300.


* * * End of Transmission * * *