/raid1/www/Hosts/bankrupt/TCRLA_Public/041201.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
L A T I N A M E R I C A
Wednesday, December 1, 2004, Vol. 5, Issue 238
Headlines
A R G E N T I N A
BALESTRERO Y FERREMI: Enters Bankruptcy on Court Orders
CAPEX: Names New President, VP
INSTITUTO PEDRO: Liquidates Assets to Pay Debts
LOGUI S.A.: Court Converts Bankruptcy to Reorganization
M. MANCE GRUAS: Court Rules for Liquidation
PET SUPPLIES: Court Sets Assembly Date
POO S.A.: Enters Bankruptcy on Court Orders
SORRIDI S.A.: Begins Liquidation Proceedings
TAVRIA SUDAMERICANA: Liquidates Assets to Pay Debts
TELECOM ARGENTINA: S&P Issues Ratings Summary
TELEFONICA DE ARGENTINA/TELECOM ARGENTINA: Foetra Expands Strike
TELEFONICA DE ARGENTINA: S&P Issues Report on Ratings
TELEFONICA HOLDING: S&P Releases Ratings Report
B E R M U D A
AHL DIVERSIFIED: To Hold Final General Meeting Dec. 30
AHL TRADING: Verification Deadline to End on Dec. 10
COMPUTERVISION: Sole Member Decides on Voluntary Liquidation
DOV LTD.: Appoints Gail Chamberlain as Liquidator
FOSTER WHEELER: Makes Changes in Share Capitalization
GENOPORT: Proceeds With Wind-Up Under Bruce Woolley
GLOBAL CROSSING: New SLA's Promise Better Service for Customers
GLOBAL FUTURES FUND: Enters Voluntary Liquidation Proceedings
LAS INTERNATIONAL: Claims Check Deadline Set on Dec. 10
LINES OVERSEAS: Not Tied to Securities Violator
MANAGEMENT INTERNATIONAL: Names Robin Mayor as Liquidator
MEESPIERSON LIMITED: Begins Voluntary Liquidation
MINT PLUS: Names Beverly Mathias as Liquidator
B R A Z I L
GLOBOPAR: Posts Six-Month Results
TELEMAR: Completes Share Buyback Program
TELEMAR: Announces Contax's Spin-Off
M E X I C O
GRUPO IUSACELL: Appoints New Independent Auditing Firm
TFM: Receives Court Notification Regarding VAT Claim Decision
P E R U
MILPO: To Dispose of Atacocha Stake
U R U G U A Y
* URUGUAY: IMF Completes Review of $3.02B Stand-By Agreement
V E N E Z U E L A
PDVSA: May Put US, European Assets on the Block
- - - - - - - -
=================
A R G E N T I N A
=================
BALESTRERO Y FERREMI: Enters Bankruptcy on Court Orders
-------------------------------------------------------
Balestrero y Ferremi S.A. entered Bankruptcy protection after
Court No. 7 of Buenos Aires' civil and commercial tribunal, with
the assistance of Clerk No. 13, ordered the Company's
liquidation. The order effectively transfers control of the
Company's assets to the Court-appointed trustee who will
supervise the liquidation proceedings.
Infobae reports that the Court selected Mr. Luciano Arturo
Melegari as trustee. He will be verifying creditors' proofs of
claims until the end of the verification phase on February 22,
2005.
CONTACT: Mr. Luciano Arturo Melegari, Trustee
Bartolome Mitre 1131
Buenos Aires
CAPEX: Names New President, VP
------------------------------
The board of Argentine gas producer and power generator Capex
has appointed Alejandro Gotz as president, reports Business News
Americas.
Alejandro Gotz is replacing Enrique Gotz, who has resigned for
"personal reasons." Pablo Gotz was appointed as vice-president
to replace Alejandro Gotz.
Capex produces gas and generates electric power at the well head
in Neuquen province.
CONTACT: Capex SA
5/F DepartmentC
948/950 Av Cordoba
Buenos Aires
Argentina
Phone: +54 11 4322 4884
Home Page: http://www.capex.com.ar
Contact:
Enrique Gotz, Chairman
Dr. Alejandro Enrique Gotz, Vice Chairman
INSTITUTO PEDRO: Liquidates Assets to Pay Debts
-----------------------------------------------
Buenos Aires-based Instituto Pedro Enrique S.R.L. will begin
liquidation proceedings following the bankruptcy pronouncement
issued by Court No. 23 of the city's civil and commercial
tribunal.
The ruling places the Company under the supervision of Court-
appointed trustee Susana H Vacchelli. Ms. Vacchelli will verify
creditors' proofs of claims until December 20. The validated
claims will be presented in Court as individual reports on March
3, 2005.
The trustee will also submit a general report, containing a
summary of the Company's financial status as well as relevant
events pertaining to the bankruptcy, on May 3, 2005. The
bankruptcy process will end with the disposal of Company assets
to pay creditors.
CONTACT: Instituto Pedro Enrique S.R.L.
Juan de Garay 2476/82
Buenos Aires
Mr. Susana H Vacchelli, Trustee
Montevideo 571
Buenos Aires
LOGUI S.A.: Court Converts Bankruptcy to Reorganization
-------------------------------------------------------
Logui S.A. proceeds with reorganization after Court No. 8 of
Buenos Aires' civil and commercial tribunal converted the
Company's ongoing bankruptcy case into a "concurso preventivo,"
states Infobae.
Under insolvency protection, the Company will be able to draft a
proposal designed to settle its debts with creditors. The
reorganization also prevents the Company's outright liquidation.
Mr. Miguel Angel Loustau, the court-appointed trustee, will
verify creditors' proofs of claims until February 15, 2004.
Creditors with unverified claims cannot participate in the
Company's settlement plan.
The Trustee is also required to submit individual reports on
March 31, 2005 and a general report on May 13, 2005.
CONTACT: Mr. Miguel Angel Loustau, Trustee
Viamonte 993
Buenos Aires
M. MANCE GRUAS: Court Rules for Liquidation
-------------------------------------------
Court No. 23 of Buenos Aires' civil and commercial tribunal
ordered the liquidation of M. Mance Gruas S.R.L. after the
Company defaulted on its obligations, Infobae reveals. The
liquidation pronouncement will effectively place the Company's
affairs as well as its assets under the control of Ms. Laura
Marletta, the Court-appointed trustee.
The trustee will verify creditors' proofs of claims until
February 2, 2005. The verified claims will serve as basis for
the individual reports to be submitted in Court on March 21,
2005. The submission of the general report follows on May 4,
2005.
The city's Clerk No. 46 assists the Court on this case that will
end with the disposal of the Company's assets to repay
creditors.
CONTACT: Ms. Laura Marletta, Trustee
San Jose de Calazans 530
Buenos Aires
PET SUPPLIES: Court Sets Assembly Date
--------------------------------------
The informative assembly in connection with the reorganization
of Pet Supplies Intl S.A. is scheduled on March 8 next year,
reports local news source Infobae. During the assembly,
creditors will vote to ratify the settlement plan drafted by the
Company.
Court No. 2 of Buenos Aires' civil and commercial tribunal has
jurisdiction over this case. The city's Clerk No. 4 assists the
Court with the proceedings.
POO S.A.: Enters Bankruptcy on Court Orders
-------------------------------------------
Court No. 17 of Buenos Aires' civil and commercial tribunal
declared Poo S.A. de Productos Alimenticios bankrupt after the
Company defaulted on its debt payments. The order effectively
places the Company's affairs as well as its assets under the
control of accounting firm "Estudio Jasatzky, Palleiro."
As trustee, the firm is tasked with verifying the authenticity
of claims presented by the Company's creditors. The verification
phase is ongoing until March 31, 2005.
Following claims verification, the trustee will submit the
individual reports based on the forwarded claims for final
approval by the Court on May 12, 2005. A general report will
also be submitted on June 27, 2005.
Infobae reports that Clerk No. 33 assists the Court on this case
that will end with the disposal of the Company's assets in favor
of its creditors.
CONTACT: "Estudio Jasatzky, Palleiro"
Trustee
Cerrito 228
Buenos Aires
SORRIDI S.A.: Begins Liquidation Proceedings
--------------------------------------------
Sorridi S.A. of Buenos Aires will begin liquidating its assets
after Court No. 16 of the City's civil and commercial tribunal
declared the Company bankrupt. Infobae reveals that the
bankruptcy process will commence under the supervision of Court-
appointed trustee Beatriz del Carmen Muruaga.
Ms. Muruaga will review claims forwarded by the Company's
creditors until December 29. After claims verification, the
trustee will submit the individual reports for Court approval on
March 18, 2005. The submission of the general report should
follow on May 4, 2005.
The city's Clerk No. 32 assists the Court on this case.
CONTACT: Sorridi S.A.
Bartolome Mitre 4266/68/70
Buenos Aires
Ms. Beatriz del Carmen Muruaga, Trustee
Aguero 1290
Buenos Aires
TAVRIA SUDAMERICANA: Liquidates Assets to Pay Debts
---------------------------------------------------
Tavria Sudamericana S.A. will begin liquidating its assets
following the bankruptcy pronouncement issued by Court No. 23 of
the city's civil and commercial tribunal.
Infobae reports that the ruling places the Company under the
supervision of Court-appointed trustee Liliana Maria Montoro.
The trustee will verify creditors' proofs of claims until
February 14, 2005. Afterwards, the validated claims will be
presented in Court as individual reports on March 28, 2005.
The trustee will also submit a general report, containing a
summary of the Company's financial status as well as relevant
events pertaining to the bankruptcy, on May 11, 2005.
The bankruptcy process will end with the disposal of the
Company's assets to repay its debts.
CONTACT: Tavria Sudamericana S.A.
Ramon Falcon 1800
Buenos Aires
Ms. Liliana Maria Montoro, Trustee
Sarmiento 517
Buenos Aires
TELECOM ARGENTINA: S&P Issues Ratings Summary
---------------------------------------------
Rationale
The rating on Telecom Argentina S.A. (TECO; formerly Telecom
Argentina STET-France Telecom S.A.), an Argentine-based
integrated telecom provider, reflects the Company's decision to
suspend payments on all its financial debt obligations
(including those of its Argentine subsidiaries) to preserve
liquidity to fund operations due to the economic and regulatory
changes in the country. As of Sept. 30, 2004, total consolidated
debt amounted to approximately $3,607 million and cash holdings
to $1,216 million.
In August 2004, TECO announced that the proposal to restructure
its individual financial debt (approximately $2,840 million)
under an out-of-Court agreement, or Acuerdo Preventivo
Extrajudicial (APE), had been accepted by creditors representing
94.4% of total debt (capital plus accrued interest). To become
effective, the APE must now be endorsed by a Commercial Court of
the City of Buenos Aires and go through additional steps. In
addition, Telecom Personal, TECO's mobile subsidiary, obtained
100% acceptance to restructure its debt under a private
agreement with similar conditions to the proposal issued by
TECO. TECO's proposal includes the capitalization and
restructuring of part of the interest accrued up to Dec. 31,
2003, and the payment of interest accrued since Jan. 1, 2004,
and gives creditors three options, including new amortizing
notes maturing in 2014 and 2011 and cash. Considering the
current acceptance levels, TECO and Telecom Personal would issue
new bonds for about $2,245 million and disburse approximately
$700 million in cash (to cancel the cash tender offer and not
including interests). Standard & Poor's Ratings Services will
reassess the ratings once the APE is concluded.
TECO is one of two incumbent telephone companies in the Republic
of Argentina, holding about 47% of total lines in service and
32% of total mobile subscribers. TECO provides integrated basic
telecommunications services (local telephone as well as national
and international long-distance service, mobile communications,
and data transmission) throughout the country.
The Company faces significant financial and regulatory
challenges derived from the freeze on and pesification of
tariffs and the devaluation of the currency since early 2002,
which created a dramatic cash-flow mismatch between its peso
cash generation and its dollar-denominated debt. Uncertainty is
high regarding the renegotiation of tariffs, which was mandated
by the government in early 2002 but is still pending.
Furthermore, the government is seeking to extend the Emergency
Law and the period for tariff and contracts renegotiation, which
could result in additional delays. In addition, potential tariff
adjustments resulting from the renegotiation are not expected to
compensate for the effects of the devaluation of the peso and
pesification and freeze of tariffs.
These factors have caused TECO's financial condition to
deteriorate. Since 2003, financial measures started to show a
gradual recovery due to the more benign economic conditions in
the country, with significantly lower delinquency levels,
progressive traffic improvements, growth of the fixed and
especially mobile client base (as of September 2004, fixed lines
and mobile lines increased by about 3.8% and 39%, respectively,
compared to September 2003), and cost containment actions.
Nevertheless, the expansion in the mobile segment and labor cost
increases resulted in lower EBITDA margins of 46.2% in the first
nine months of 2004, from 53.4% in the equal period of 2003.
EBITDA interest coverage and funds from operations-to-total debt
for the 12 months ended September 2004 reached 2.8x and 19.2%,
respectively, from 2.1x and 13.3% in fiscal 2002. Nevertheless,
these measures are still below historical levels. The Company's
future cash-flow generation and financial profile will be tied
to the result of tariff renegotiations with the government, the
closing of the financial debt restructuring, and the sustained
economic recovery and stability in Argentina. In addition, as of
Sept. 30, 2004, debt-to-capitalization levels continued to be
high at 93.8% due to the mismatch between the high foreign
currency debt burden and its cash generation in Argentine pesos.
This measure is expected to improve after the closing of the
debt restructuring.
Nortel Inversora S.A. controls TECO with a 57.74% participation,
while TECO's employees own about 4.68% and the remainder of the
stock (40.58%) trades on the Buenos Aires, New York, and Mexico
City stock exchanges. Nortel is a holding Company jointly
controlled by the Telecom Italia Group (BBB+/Positive/A-2) and a
local investor group, which, together, own 67.79% of its equity.
Liquidity
Despite cash holdings of $1,216 million as of Sept. 30, 2004,
TECO's liquidity is tight due to the financial payment
suspension, the relatively low cash-flow generation in relation
to the current debt burden, and the restricted access to
financing.
Primary Credit Analyst: Ivana Recalde, Buenos Aires
(54) 114-891-2127; ivana_recalde@standardandpoors.com
Secondary Credit Analyst: Marta Castelli, Buenos Aires
(54) 114-891-2128; marta_castelli@standardandpoors.com
TELEFONICA DE ARGENTINA/TELECOM ARGENTINA: Foetra Expands Strike
----------------------------------------------------------------
The conflict between Argentine telecommunications companies and
the union Foetra (Federation of Telephonic Workers and
Employees) is getting worse, Dow Jones Newswires indicates.
Early last month, some 8,000 call center employees, cable
technicians and administrative personnel working for fixed-line
carriers Telecom Argentina and Telefonica de Argentina in Buenos
Aires and the surrounding suburbs lodged a strike demanding a
25% raise.
The Argentine Labor Minister, which Telecom Argentina had asked
to intervene, ordered a mandatory, 10-day truce between the
conflicting parties. The order expired on Nov. 15.
On Friday, Buenos Aires-based workers took up a new six-day
strike and the stoppage will be expanded to a national level.
Foetra spokesman Sergio Sosto said more than 10,000 workers will
be involved in the countrywide strike, which will be extended if
the companies don't present a proposal acceptable to the union.
Talks appear to be stalled, despite efforts from the Labor
Ministry to bring the two sides together. Telefonica de
Argentina spokesman Eduardo Mirabelli said no new meetings are
scheduled and the union hasn't shown itself amenable to
negotiations.
CONTACT: TELECOM ARGENTINA S.A.
Alicia Moreau de Justo 50, 10th Floor
Capital Federal (1107) Republica Argentina
Phone: +54 11 4968 4000
Home Page: http://www.telecom.com.ar
Contacts:
Alberto J. Ricciardi, Chief Financial Officer
Elvira Lazzati, Finance Director
Pedro Insussarry, Investor Relations Manager
Phone: (5411) 4968-3626/3627
Fax: (5411) 4313-5842/3109
E-mail: inversores@intersrv.telecom.com.ar
TELEFONICA DE ARGENTINA
Tucuman 1, 18th Floor, 1049
Buenos Aires, Argentina
Phone: (212) 688-6840
Home Page: http://www.telefonica.com.ar
TELEFONICA DE ARGENTINA: S&P Issues Report on Ratings
-----------------------------------------------------
Rationale
The 'CCC-' rating on Telef˘nica de Argentina S.A. (TASA)
reflects the financial and regulatory challenges of operating in
the Argentine environment after the crisis in 2002, which have
weakened TASA's debt-servicing ability (due to the fact that
most of its debt is foreign currency-denominated). Uncertainty
is still high regarding the contract and tariff renegotiation,
which was mandated by the government in early 2002 but is still
pending. Furthermore, the government is seeking to extend the
Emergency Law and the period for tariff and contracts
renegotiation, which could result in additional delays. In
addition, potential tariff adjustments resulting from the
renegotiation are not expected to compensate for the effects of
the devaluation of the peso and pesification and freeze of
tariffs. The Company's good market position and efficient
operations partially mitigate the negative factors mentioned
above.
Despite the negative regulatory environment, TASA's financial
performance started to gradually recover after the crisis in
Argentina as a result of the economic stabilization in the
country and cost containment and efficiency measures taken by
the Company. These factors resulted in significant margin
improvements (with EBITDA margin of 56.6% in the 12 months ended
September 2004 from 43.6% in fiscal 2002). Interest coverage and
funds from operations-to-total debt measures for the 12 months
ended September 2004 improved to 3.9x and 35.4%, respectively,
from 1.9x and 12.3% in 2002. Nevertheless, those ratios are
still lower than the 6.8x and 52.6% levels registered prior to
the devaluation. TASA's future cash-flow generation and
financial profile will depend primarily on the result of tariff
renegotiations with the government, the sustained economic
recovery and stability in Argentina, and the Company's ability
to contain costs. Margins are expected to decline gradually with
the upward adjustments in wages and other costs.
In addition, the important amortization of mainly interCompany
debt improved TASA's debt-to-capitalization ratio to 58.8% and
the debt-to-12-month EBITDA to 2.4x as of Sept. 30, 2004
(compared to 72% and 4.7x, respectively, in December 2002).
Telefonica S.A. (TESA; A/Stable/A-1) directly and indirectly
owns 98% of TASA's shares. Although TESA provided several loans
in the past, the mentioned factors have somewhat weakened
Standard & Poor's Ratings Services' expectations of continuing
financial support from TESA to the Argentine operations.
TASA is one of two incumbent telephone companies in Argentina,
formed in 1990 after the privatization of state
telecommunications. Holding approximately 53% of the 8 million
lines in service in Argentina, TASA currently provides basic
telecommunications services (local, national, and international
long distance) throughout the country.
Liquidity
In spite of the completion of an exchange offer that reduced
maturities for 2004 (originally to about $81 million from $300
million, and then reduced to $54.4 million), TASA's liquidity
remains relatively tight due to the limited funding flexibility
for Argentine companies and weaker expectations of support from
TESA. In addition, cash-flow generation is still affected by the
mismatch of peso flows and dollar debt burden.
As of Sept. 30, 2004, TASA had approximately $465 million in
short-term debt over a consolidated debt of $1,323 million.
Short-term maturities include interCompany loans for about $229
million, and Argentine pesos (ArP) 163.3 million of CP due in
May 2005 (equivalent to about $55 million). The Company
cancelled $54.4 million that was due November 2004.
Although financial obligations with other group entities are
still rather significant (58% of the total short-term
obligations), their importance has been reducing since mid-2003.
InterCompany loans amounted to $269 million as of September 2004
compared to $864 million as of June 2003 (considering the
acquisition of Compa¤ˇa Internacional de Telecomunicaciones
S.A.'s [COINTEL] debt in August 2003 applied to cancel TASA's
own interCompany debt).
TASA's internal cash generation and cash holdings, which
amounted to $103 million as of Sept. 30, 2004, are expected to
be devoted to fund capital expenditures, cancel third-party
maturities, and further reduce interCompany debt (including $134
million with Telef˘nica Internacional S.A (TISA), which
amortizes between January and November 2005, and additional
cancellations in the last quarter of 2004).
In late October 2004, the Company issued the second tranch of
short-term bonds for ArP200 million (equivalent to about $67
million) due in October 2005 and April 2006, gradually reducing
foreign currency debt exposure.
Outlook
The negative outlook on TASA reflects our expectations that
TASA's cash-flow generation capacity will remain unclear as long
as the renegotiation of tariffs is not resolved. Additionally,
the Company has to overcome the challenges regarding a sustained
economic recovery and stability in Argentina, given the exposure
to foreign currency debt.
Primary Credit Analyst: Ivana Recalde, Buenos Aires
(54) 114-891-2127; ivana_recalde@standardandpoors.com
Secondary Credit Analyst: Marta Castelli, Buenos Aires
(54) 114-891-2128; marta_castelli@standardandpoors.com
TELEFONICA HOLDING: S&P Releases Ratings Report
-----------------------------------------------
Rationale
The ratings on Argentine holding Company Telefonica Holding de
Argentina S.A. (THA) are based on its indirect stake in
Telefonica de Argentina S.A. (TASA; of 32.4%), an Argentina-
based integrated telecom provider that has about a 53% fixed-
line share throughout the country. The ratings also reflect the
significant financial and regulatory challenges of operating in
the Argentine environment after the crisis in 2002, which
weakened TASA's debt-servicing ability (due to the fact that
most of its debt is foreign currency-denominated). Uncertainty
is high regarding the tariff renegotiation, which was mandated
by the government in early 2002 but is still pending.
Furthermore, the government is seeking to extend the Emergency
Law and the period for tariff and contracts renegotiation, which
could result in additional delays. In addition, potential tariff
adjustments resulting from the renegotiation are not expected to
compensate for the effects of the devaluation of the peso and
pesification and freeze of tariffs. TASA's good market position
and efficient operations partially mitigate the negative
factors.
Although the fact that almost all THA's financial debt is with
companies of the group significantly alleviates the Company's
refinancing risk and flexibility, the mentioned factors have
somewhat weakened Standard & Poor's Ratings Services'
expectations of continued financial parental support. There are
no formal guarantees on the third-party debt, nor cross-default
clauses among debt held by THA, Compania Internacional de
Telecomunicaciones S.A. (COINTEL), TASA, and Spain's Telefonica
S.A. (TESA).
THA's overall financial profile is highly dependent on the
performance of its subsidiaries, as THA is a holding Company
whose only significant asset is its stake in COINTEL, through
which it participates in TASA, its main source of funds through
dividends and management fees. Historically, dividends and
management fees were enough to cover selling, general, and
administrative expenses (SG&A) and interest. Nevertheless, since
2002, THA's financial measures were significantly affected by
the devaluation of the Argentine peso, as almost all the
financial debt is dollar denominated, while dividends and fees
are in pesos. This resulted in weak fixed-charge coverage,
calculated as the ratio of management fees plus dividends-to-
interest (effectively paid) plus SG&A, of 1.3x for the first
nine months of 2004. Paid interest in the first nine months of
2004 amounted to $17 million (out of a total accrued in that
period of $129 million). Financial measures are expected to
remain weak, due to the lower management fee levels (of 4% of
TASA's gross income since May 2003 from 9%) and no dividends
from COINTEL.
In addition, the noncash foreign-exchange losses arising from
the largely dollar-denominated debt base significantly altered
THA's capital structure, resulting in negative net worth and a
debt-to-capitalization ratio of 228.3% as of Sept. 30, 2004
(compared to 50% before the devaluation of the currency).
Liquidity
THA's liquidity generation is very weak, but the arising risk is
mitigated by the fact that about 99% of its total debt is owed
to other companies of the TESA group. As of Sept. 30, 2004,
THA's financial debt amounted to $636 million, of which $629
million is loans with companies of the group, booked as short-
term. Only $7 million corresponds to THA's outstanding rated
notes (its only third-party debt) that mature in 2007. THA's
financial flexibility depends on its parent, while cash flow
ultimately depends on flows from TASA.
Outlook
Although THA has very little third-party debt, the negative
outlook reflects the close link with TASA's credit quality. The
negative outlook on TASA reflects our expectations that TASA's
cash-flow generation capacity will remain unclear as long as the
renegotiation of tariffs is not resolved. Additionally, the
Company has to overcome the challenges regarding sustained
economic recovery and stability in Argentina, given the exposure
to foreign-currency debt.
Primary Credit Analyst: Ivana Recalde, Buenos Aires
(54) 114-891-2127; ivana_recalde@standardandpoors.com
Secondary Credit Analyst: Marta Castelli, Buenos Aires
(54) 114-891-2128; marta_castelli@standardandpoors.com
=============
B E R M U D A
=============
AHL DIVERSIFIED: To Hold Final General Meeting Dec. 30
------------------------------------------------------
IN THE MATTER OF THE COMPANIES ACT 1981
and
IN THE MATTER OF AHL Diversified Guaranteed Limited
The Members of AHL Diversified Guaranteed Limited, acting by
written consent without a meeting on November 25, 2004 passed
the following resolutions:
(1) THAT the Company be wound up voluntarily, pursuant to the
provisions of the Companies Act 1981;
(2) THAT Beverly Mathias be and is hereby appointed Liquidator
for the purposes of such winding-up, such appointment to be
effective forthwith.
The Liquidator informs that:
- Creditors of AHL Diversified Guaranteed Limited, which is
being voluntarily wound up, are required, on or before December
10, 2004 to send their full Christian and Surnames, their
addresses and descriptions, full particulars of their debts or
claims, and the names and addresses of their lawyers (if any) to
Beverly Mathias at c/o Argonaut Limited, Argonaut House, 5 Park
Road, Hamilton HM O9, Bermuda, the Liquidator of the said
Company, and if so required by notice in writing from the said
Liquidator, and personally or by their lawyers, to come in and
prove their debts or claims at such time and place as shall be
specified in such notice, or in default thereof they will be
excluded from the benefit of any distribution made before such
debts are proved.
- A final general meeting of the Members of AHL Diversified
Guaranteed Limited will be held at the offices of Argonaut
Limited, Argonaut House, 5 Park Road, Hamilton HM O9, Bermuda,
on December 30, 2004 at 9:30 a.m. for the purposes of:
(1) receiving an account laid before them showing the manner in
which the winding-up of the Company has been conducted and its
property disposed of and of hearing any explanation that may be
given by the Liquidator; and
(2) by resolution determining the manner in which the books,
accounts and documents of the Company and of the Liquidator
shall be disposed of; and
(3) by resolution dissolving the Company.
CONTACT: Ms. Beverly Mathias, Liquidator
c/o Argonaut Limited
Argonaut House
5 Park Road
Hamilton HM O9, Bermuda
AHL TRADING: Verification Deadline to End on Dec. 10
----------------------------------------------------
IN THE MATTER OF THE COMPANIES ACT 1981
and
IN THE MATTER OF AHL Trading (Bond Issue 2003) Limited
The Members of AHL Trading (Bond Issue 2003) Limited, acting by
written consent without a meeting on November 25, 2004 passed
the following resolutions:
(1) THAT the Company be wound up voluntarily, pursuant to the
provisions of the Companies Act 1981;
(2) THAT Beverly Mathias be and is hereby appointed Liquidator
for the purposes of such winding-up, such appointment to be
effective forthwith.
The Liquidator informs that:
- Creditors of AHL Trading (Bond Issue 2003) Limited, which is
being voluntarily wound up, are required, on or before December
10, 2004 to send their full Christian and Surnames, their
addresses and descriptions, full particulars of their debts or
claims, and the names and addresses of their lawyers (if any) to
Beverly Mathias at c/o Argonaut Limited, Argonaut House, 5 Park
Road, Hamilton HM O9, Bermuda, the Liquidator of the said
Company, and if so required by notice in writing from the said
Liquidator, and personally or by their lawyers, to come in and
prove their debts or claims at such time and place as shall be
specified in such notice, or in default thereof they will be
excluded from the benefit of any distribution made before such
debts are proved.
- A final general meeting of the Members of AHL Trading (Bond
Issue 2003) Limited will be held at the offices of Argonaut
Limited, Argonaut House, 5 Park Road, Hamilton HM O9, Bermuda,
on December 30, 2004 at 9:30 a.m. for the purposes of:
(1) receiving an account laid before them showing the manner in
which the winding-up of the Company has been conducted and its
property disposed of and of hearing any explanation that may be
given by the Liquidator; and
(2) by resolution determining the manner in which the books,
accounts and documents of the Company and of the Liquidator
shall be disposed of; and
(3) by resolution dissolving the Company.
CONTACT: Ms. Beverly Mathias, Liquidator
c/o Argonaut Limited
Argonaut House
5 Park Road
Hamilton HM O9, Bermuda
COMPUTERVISION: Sole Member Decides on Voluntary Liquidation
------------------------------------------------------------
IN THE MATTER OF THE COMPANIES ACT 1981
and
IN THE MATTER OF Computervision (Bermuda) Limited
The Member of Computervision (Bermuda) Limited, acting by
written consent without a meeting on November 25, 2004 passed
the following resolutions:
(1) THAT the Company be wound up voluntarily, pursuant to the
provisions of the Companies Act 1981;
(2) THAT Robin J. Mayor be and is hereby appointed Liquidator
for the purposes of such winding-up, such appointment to be
effective forthwith.
The Liquidator informs that:
- Creditors of Computervision (Bermuda) Limited, which is being
voluntarily wound up, are required, on or before December 10,
2004 to send their full Christian and Surnames, their addresses
and descriptions, full particulars of their debts or claims, and
the names and addresses of their lawyers (if any) to Robin J.
Mayor at Messrs. Conyers Dill & Pearman, Clarendon House, Church
Street, Hamilton, HM DX, Bermuda, the Liquidator of the said
Company, and if so required by notice in writing from the said
Liquidator, and personally or by their lawyers, to come in and
prove their debts or claims at such time and place as shall be
specified in such notice, or in default thereof they will be
excluded from the benefit of any distribution made before such
debts are proved.
- A final general meeting of the Member of Computervision
(Bermuda) Limited will be held at the offices of Messrs. Conyers
Dill & Pearman, Clarendon House, Church Street, Hamilton,
Bermuda on December 31, 2004 at 9:30 a.m. for the purposes of:
(1) receiving an account laid before them showing the manner in
which the winding-up of the Company has been conducted and its
property disposed of and of hearing any explanation that may be
given by the Liquidator; and
(2) by resolution determining the manner in which the books,
accounts and documents of the Company and of the Liquidator
shall be disposed of; and
(3) by resolution dissolving the Company.
CONTACT: Mr. Robin J. Mayor, Liquidator
Clarendon House
Church Street
Hamilton, Bermuda
DOV LTD.: Appoints Gail Chamberlain as Liquidator
-------------------------------------------------
IN THE MATTER OF THE COMPANIES ACT 1981
and
IN THE MATTER OF DOV (Bermuda) Ltd.
By Written Resolutions of the Sole Member of DOV (Bermuda) Ltd.,
on November 24, 2004, the following RESOLUTIONS were duly
passed:
(1) the Company be wound up voluntarily pursuant to the
provisions of the Companies Act, 1981; and
(2) Ms Gail E. Chamberlain, of "Milner House", 18 Parliament
Street, Hamilton, Bermuda be and is hereby appointed Liquidator
for the purposes of winding-up, such appointment to be effective
forthwith."
- Creditors of the Company are required on or before December
13, 2004, to send their names and addresses and the particulars
of their debts or claims to the Liquidator of the Company and,
if so required by notice in writing from the said Liquidator, to
come in and prove their said debts or claims at such time and
place as shall be specified in such notice or in default thereof
they will be excluded from the benefit of any distribution made
before such debts are proved.
- A Final General Meeting of the Sole Member of DOV (Bermuda)
Ltd. will be held at the offices of Cox Hallett Wilkinson,
Milner House, 18 Parliament Street, Hamilton HM12, on December
30, 2004, at 10:00 a.m., for the following purposes:
(1) 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;
(2) by resolution determining the manner in which the books,
accounts and documents of the Company and of the Liquidator
shall be disposed of; and
(3) by resolution dissolving the Company.
CONTACT: Ms. Gail E. Chamberlain, Liquidator
Milner House
18 Parliament Street
Hamilton HM 12
Bermuda
DOV (BERMUDA) LTD.
Milner House
18 Parliament Street
Hamilton HM 12
Bermuda
FOSTER WHEELER: Makes Changes in Share Capitalization
-----------------------------------------------------
Foster Wheeler Ltd. (OTCBB: FWLRF) announced that at its
November 29, 2004 special and annual meetings of shareholders
its shareholders approved a series of proposals to increase the
Company's authorized Common Share capital, reduce the par value
of the Company's Common and Preferred Shares, and consolidate
the Company's authorized Common Share capital at a ratio of 1-
for-20.
As a result of the actions taken at these meetings, and as of
the close of business on Monday, November 29, 2004 the Company's
outstanding shares consist of:
6,452,998 Common Shares; and 599,944 Series B Convertible
Preferred Shares convertible, at the option of the holder, into
38,996,341 Common Shares.
Assuming full conversion of the Preferred Shares, the equivalent
number of Common Shares currently outstanding would be
45,449,339.
"We are pleased that our shareholders have approved these
important changes to our share capitalization," said Raymond J.
Milchovich, chairman, president, and chief executive officer.
Further details of the actions taken at the shareholder meetings
are described below.
INCREASE IN COMMON SHARE CAPITAL AND REDUCTION IN PAR VALUE
The Company's shareholders approved an increase in the number of
the Company's Common Shares authorized for issuance from
160,000,000 to 1,475,908,957 Common Shares. The shareholders
also approved a reduction in the par value of the Company's
authorized Common and Preferred Share capital from $1.00 to
$0.01 per Share.
IMPACT OF COMMON SHARE CONSOLIDATION TO COMPANY ISSUES --
REVERSE STOCK SPLIT
The shareholders also approved a 1-for-20 Common Share
consolidation, also known as a "reverse stock split," which
reduced the number of the Company's Common Shares issued and
outstanding from 129,059,955 to 6,452,998 and the number of the
Company's authorized Common Shares from 1,475,908,957 to
73,795,447.85. The reverse stock split became effective
following the meetings on November 29, 2004. The new Over the
Counter Bulletin Board symbol for the Common Shares, effective
at the open of business on November 30, 2004, will be FWHLF.
As a result of the increase in the number of authorized Common
Shares and the reduction in par value, the Series B Convertible
Preferred Shares may now be converted into Common Shares by
their holders. Following the reverse stock split, each Series B
Convertible Preferred Share may now be converted into 65 Common
Shares. Further, as a result of the increase in the number of
authorized Common Shares, the Series B Convertible Preferred
Shares ceased to have voting rights immediately following the
meetings on November 29, 2004, except in limited circumstances
as required under Bermuda law and the Company's bye-laws. There
were 599,944 Series B Convertible Preferred Shares issued prior
to the shareholder meetings; that number will be reduced if and
when holders convert their shares. On an as-converted basis, the
number of outstanding Series B Convertible Preferred Shares
equates to 38,996,341 Common Shares. The documentation required
to effect the conversion of the Preferred Shares to Common
Shares has been distributed to brokers. Holders are encouraged
to contact their brokers or the Company if they would like more
information regarding the procedures for conversion.
As a result of the proposals approved at the shareholder
meetings, the Company's Class A and Class B Warrants will now be
exercisable only for Common Shares, not for Preferred Shares.
This is consistent with the Company's previous announcements. As
a result of the reverse stock split, each Class A warrant will
now be exercisable for 1.6841 Common Shares, and each Class B
Warrant will now be exercisable, for .0723 Common Shares, in
each case on or after September 24, 2005. The exercise price for
both the Class A and Class B Warrants is now $9.378 per Common
Share issuable. As of November 28, 2004, 4,152,914 Class A
Warrants were issued and 40,771,560 Class B Warrants were issued
and outstanding. The outstanding Class A Warrants are
exercisable for 6,944,059 Common Shares in the aggregate and the
Class B warrants are exercisable for 2,947,233 Common Shares in
the aggregate.
On a fully diluted basis, and including the Common Shares, fully
converted Series B Convertible Preferred Shares, fully exercised
Class A and Class B Warrants, and Shares issuable under various
stock and stock option plans, the maximum number of authorized
Common Shares following the reverse stock split is approximately
59,400,000.
About Foster Wheeler
Foster Wheeler Ltd. is a global Company offering, through its
subsidiaries, a broad range of design, engineering,
construction, manufacturing, project development and management,
research and plant operation services. Foster Wheeler serves the
refining, upstream oil and gas, LNG and gas-to-liquids,
petrochemical, chemicals, power, pharmaceuticals, biotechnology
and healthcare industries. The corporation is based in Hamilton,
Bermuda, and its operational headquarters are in Clinton, New
Jersey, USA.
CONTACT: Foster Wheeler Ltd.
Media Contact:
Ms. Maureen Bingert
Phone: 908-730-4444
or
Investor Contact:
Mr. John Doyle
Phone: 908-730-4270
or
Other Inquiries:
Phone: 908-730-4000
Web Site: http://www.fwc.com/
GENOPORT: Proceeds With Wind-Up Under Bruce Woolley
---------------------------------------------------
IN THE MATTER OF THE COMPANIES ACT 1981
and
IN THE MATTER OF GenoPort (Bermuda) Limited
The Member of GenoPort (Bermuda) Limited, acting by written
consent without a meeting on November 24, 2004 passed the
following resolutions:
(1) THAT the Company be wound up voluntarily, pursuant to the
provisions of the Companies Act 1981;
(2) THAT Bruce D. Woolley QC be and is hereby appointed
Liquidator for the purposes of such winding-up, such appointment
to be effective forthwith.
The Liquidator informs that:
- Creditors of GenoPort (Bermuda) Limited, which is being
voluntarily wound up, are required, on or before December 10,
2004, to send their full Christian and Surnames, their addresses
and descriptions, full particulars of their debts or claims, and
the names and addresses of their lawyers (if any) to Bruce D
Woolley QC, c/o Messrs. Conyers Dill & Pearman, Clarendon House,
Church Street, Hamilton, HM DX, Bermuda, the Liquidator of the
said Company, and if so required by notice in writing from the
said Liquidator, and personally or by their lawyers, to come in
and prove their debts or claims at such time and place as shall
be specified in such notice, or in default thereof they will be
excluded from the benefit of any distribution made before such
debts are proved.
- A final general meeting of the Member of GenoPort (Bermuda)
Limited will be held at the offices of Messrs. Conyers Dill &
Pearman, Clarendon House, Church Street, Hamilton, Bermuda on
December 31, 2004 at 9:30 a.m. for the purposes of:
(1) receiving an account laid before them showing the manner in
which the winding-up of the Company has been conducted and its
property disposed of and of hearing any explanation that may be
given by the Liquidator; and
(2) by resolution determining the manner in which the books,
accounts and documents of the Company and of the Liquidator
shall be disposed of; and
(3) by resolution dissolving the Company.
CONTACT: Mr. Bruce D. Woolley QC, Liquidator
6, Front Street
Hamilton, Bermuda
GLOBAL CROSSING: New SLA's Promise Better Service for Customers
---------------------------------------------------------------
Global Crossing (Nasdaq: GLBC) announced Monday new Service
Level Agreements (SLAs), assuring uninterrupted, end-to-end
service around the world for customers. These new, higher
performance parameters for Global Crossing's industry-leading,
converged IP services, IP VPN, Voice over IP (VoIP) and IP
video, build on the Company's leadership in customer
satisfaction and network performance guarantees.
"Our global customers require exceptional performance for
delivery of mission-critical voice, video and data over a single
connection, worldwide," said Anthony Christie, Global Crossing's
chief marketing officer. "Global Crossing continues to
differentiate itself as a leading provider of converged IP
services, offering customers uncompromising network performance
and a lower total cost of ownership."
Global Crossing's upgraded SLAs offer customers industry-leading
guarantees for its converged IP services provisioned over the
premium Class of Service (CoS), including:
- End-to-end availability of 99.999 percent, compared to the
previous guarantee 99.9 percent.
- Packet delivery of 99.999 percent, compared to the previous
guarantee of 99.9 percent.
- Jitter of 5 milliseconds (ms), compared to the previous
guarantee of 15 ms.
- A new service guarantee ensures that service performance
issues trigger availability guarantees and reparations.
- A new performance guarantee equates service degradation with
unavailability, and offers reparations to customers experiencing
severe latency, jitter or packet delivery issues.
The new SLAs leverage the exceptional performance of Global
Crossing's IP network, which has been operating at 99.999
percent packet delivery and availability, and less than 5 ms of
jitter during 2004. Routing is optimized across the network
through the use of Multi Protocol Label Switching traffic
engineering (MPLS-te), enabling IP convergence and real-time
applications including VoIP and IP video.
"The scope and level of service guarantees under SLAs are
increasingly becoming a point of service provider
differentiation," stated Brian Washburn, senior analyst at
Current Analysis. "Global Crossing's enhancements to its SLAs
for IP VPN, VoIP, IP video and IP access services strengthen its
value proposition, leveraging the performance of its IP network
to deliver SLA metrics that are among the industry's leading on
a global scale, such as 5 ms jitter plus service availability
and packet delivery at 99.999 percent."
By offering such stringent guarantees on a global basis, Global
Crossing is supporting its customers' transition to a converged
environment. Businesses around the world are deploying real-time
applications such as supply chain replenishment, customer
relations management, and multi-media collaboration, which
require high-performance networks with high packet delivery and
very low jitter to avoid distortion leading to "popping" or
"cracking" sounds on VoIP telephone calls or uneven, jerky
movements on IP videoconferences.
"Time-sensitive applications are affected by any service
degradation, not just outages," added Mr. Christie. "We're
confident enough about the performance of our network to offer
customers a service and performance guarantee that provides
greater reparations or penalty-free service cancellation in the
unlikely event of extensive or multiple service-impacting
issues. This is a critical step in making customers comfortable
with the transition to a converged IP service platform."
Global Crossing has firmly established its leadership role in
the VoIP arena with a robust set of fully interoperable
solutions for enterprise and carrier customers, detailed in
previous announcements. The Company currently runs up to 2.5
billion minutes per month over its private, global VoIP
platform, deployed four years ago.
Global Crossing's IP video leverages the Company's IP VPN to
deliver real- time videoconferencing over a private, secure,
global platform. Customers utilizing Global Crossing's IP video
service benefit from a fully integrated and interactive
environment, which accelerates decision-making, reduces travel
and operational expenses, and facilitates team rapport
efficiently and cost- effectively. Global Crossing's
iVideoconferencing service has been recognized as "Best New
Videoconferencing Service of 2004" by Frost & Sullivan.
Global Crossing is committed to delivering efficient, scalable
IP services to its customers while supporting their transition
to a converged environment. Global Crossing's converged IP
network, connecting more than 500 cities in more than 50
countries on 6 continents and operating at 99.999 percent
availability, enables customers to fully experience the benefits
of IP.
About Global Crossing
Global Crossing provides telecommunications solutions over the
world's first integrated global IP-based network. Its core
network connects more than 300 cities and 30 countries
worldwide, and delivers services to more than 500 major cities,
50 countries and 6 continents around the globe. The Company's
global sales and support model matches the network footprint
and, like the network, delivers a consistent customer experience
worldwide.
Global Crossing IP services are global in scale, linking the
world's enterprises, governments and carriers with customers,
employees and partners worldwide in a secure environment that is
ideally suited for IP-based business applications, allowing e-
commerce to thrive. The Company offers a full range of managed
data and voice products including Global Crossing IP VPN
Service, Global Crossing Managed Services and Global Crossing
VoIP services, to more than 40 percent of the Fortune 500, as
well as 700 carriers, mobile operators and ISPs.
CONTACTS: Global Crossing
Press Contact
Ms. Catherine Berthier
Phone: + 1 646-862-8514
e-mail: PR@globalcrossing.com
Analysts/Investors Contact
Ms. Laurinda Pang
Phone: + 1 800-836-0342
e-mail: glbc@globalcrossing.com
Web Site: http://www.globalcrossing.com
GLOBAL FUTURES FUND: Enters Voluntary Liquidation Proceedings
-------------------------------------------------------------
IN THE MATTER OF THE COMPANIES ACT 1981
and
IN THE MATTER OF Global Futures Fund II Limited
The Members of Global Futures Fund II Limited, acting by written
consent without a meeting on November 25, 2004 passed the
following resolutions:
(1) THAT the Company be wound up voluntarily, pursuant to the
provisions of the Companies Act 1981;
(2) THAT Beverly Mathias be and is hereby appointed Liquidator
for the purposes of such winding-up, such appointment to be
effective forthwith.
The Liquidator informs that:
- Creditors of Global Futures Fund II Limited, which is being
voluntarily wound up, are required, on or before December 10,
2004 to send their full Christian and Surnames, their addresses
and descriptions, full particulars of their debts or claims, and
the names and addresses of their lawyers (if any) to Beverly
Mathias at c/o Argonaut Limited, Argonaut House, 5 Park Road,
Hamilton HM O9, Bermuda, the Liquidator of the said Company, and
if so required by notice in writing from the said Liquidator,
and personally or by their lawyers, to come in and prove their
debts or claims at such time and place as shall be specified in
such notice, or in default thereof they will be excluded from
the benefit of any distribution made before such debts are
proved.
- A final general meeting of the Members of Global Futures Fund
II Limited will be held at the offices of Argonaut Limited,
Argonaut House, 5 Park Road, Hamilton HM O9, Bermuda, on
December 30, 2004 at 9:30 a.m. for the purposes of:
(1) receiving an account laid before them showing the manner in
which the winding-up of the Company has been conducted and its
property disposed of and of hearing any explanation that may be
given by the Liquidator; and
(2) by resolution determining the manner in which the books,
accounts and documents of the Company and of the Liquidator
shall be disposed of; and
(3) by resolution dissolving the Company.
CONTACT: Ms. Beverly Mathias, Liquidator
c/o Argonaut Limited
Argonaut House
5 Park Road
Hamilton HM O9
Bermuda
LAS INTERNATIONAL: Claims Check Deadline Set on Dec. 10
-------------------------------------------------------
IN THE MATTER OF THE COMPANIES ACT 1981
and
IN THE MATTER OF LAS International Limited
The Members of LAS International Limited, acting by written
consent without a meeting on November 23, 2004 passed the
following resolutions:
(1) THAT the Company be wound up voluntarily, pursuant to the
provisions of the Companies Act 1981;
(2) THAT Robin J. Mayor be and is hereby appointed Liquidator
for the purposes of such winding-up, such appointment to be
effective forthwith.
The Liquidator informs that:
- Creditors of LAS International Limited, which is being
voluntarily wound up, are required, on or before December 10,
2004 to send their full Christian and Surnames, their addresses
and descriptions, full particulars of their debts or claims, and
the names and addresses of their lawyers (if any) to Robin J.
Mayor at Messrs. Conyers Dill & Pearman, Clarendon House, Church
Street, Hamilton, HM DX, Bermuda, the Liquidator of the said
Company, and if so required by notice in writing from the said
Liquidator, and personally or by their lawyers, to come in and
prove their debts or claims at such time and place as shall be
specified in such notice, or in default thereof they will be
excluded from the benefit of any distribution made before such
debts are proved.
- A final general meeting of the Members of LAS International
Limited will be held at the offices of Messrs. Conyers Dill &
Pearman, Clarendon House, Church Street, Hamilton, Bermuda on
December 31, 2004 at 9:30 a.m. for the purposes of:
(1) receiving an account laid before them showing the manner in
which the winding-up of the Company has been conducted and its
property disposed of and of hearing any explanation that may be
given by the Liquidator; and
(2) by resolution determining the manner in which the books,
accounts and documents of the Company and of the Liquidator
shall be disposed of; and
(3) by resolution dissolving the Company.
CONTACT: Mr. Robin J. Mayor, Liquidator
Clarendon House
Church Street
Hamilton, Bermuda
LINES OVERSEAS: Not Tied to Securities Violator
-----------------------------------------------
Bermuda-based LOM dismissed allegations that it is associated
with an alleged Mafia-linked securities violator, the Royal
Gazette reports.
Last week, Canada's British Columbia Securities Commission
(BCSC) director of enforcement Sasha Angus alleged LOM's ties to
Philip Gurian during a hearing before three BCSC commissioners.
According to a Stockwatch report, Mr. Gurian is an alleged
Mafioso, whose name is allegedly linked to HiEnergy Technologies
- one of three securities that the US Securities and Exchange
Commission has asked LOM for information on as part of a
separate SEC investigation into alleged fraud and market
manipulation with those securities.
The BCSC commissioners are looking into alleged non-compliance
by LOM (Holdings), LOM Securities (Bahamas) Ltd., LOM Securities
(Bermuda) Ltd., LOM Securities (Cayman) Ltd., Lines Overseas
Management, Donald P. Lines, Brian N. Lines, Scott G.S. Lines,
Malcolm Moseley, David McNay and J. Scott Hill.
Following LOM's failure to supply the BCSC with information
regarding the subject of its securities investigation San Telmo,
Angus said that the BCSC issued an investigation order aimed at
San Telmo and the LOM Companies, Donald Lines and others,
including Janice Gurian and Philip Gurian.
Scott Hill, executive vice president group compliance for LOM,
said that the insinuation by BCSC that Mr. Gurian "either had
accounts with LOM or was somehow involved with LOM officers is
entirely false".
"LOM wants to make clear that the damaging insinuation that LOM
is in any way linked to Gurian or his associates is entirely
false. Neither LOM nor any of its staff have accounts for, have
done business with, have knowledge of, or have associated with
Gurian or his associates," Hill added.
The Royal Gazette reports that the BCSC panel has reserved its
decision on whether LOM and the named individuals have
contravened its Securities Act, RSBC 1996 in relation to its
investigation of San Telmo Energy.
It will also determine whether it is in the public interest to
order the LOM and its executives to cease trading in and be
prohibited from purchasing any securities or exchange contracts
in the province.
The BCSC staff also wants an indication that LOM and the
individual respondents would comply with B.C. laws in the future
with $100,000 in penalties for all of the corporate respondents,
and $10,000 for each individual.
MANAGEMENT INTERNATIONAL: Names Robin Mayor as Liquidator
---------------------------------------------------------
IN THE MATTER OF THE COMPANIES ACT 1981
and
IN THE MATTER OF Management International Limited
The Members of Management International Limited, acting by
written consent without a meeting on November 24, 2004 passed
the following resolutions:
(1) THAT the Company be wound up voluntarily, pursuant to the
provisions of the Companies Act 1981; and
(2) THAT Robin J. Mayor be and is hereby appointed Liquidator
for the purposes of such winding-up, such appointment to be
effective forthwith.
The Liquidator informs that:
- Creditors of Management International Limited, which is being
voluntarily wound up, are required, on or before December 10,
2004 to send their full Christian and Surnames, their addresses
and descriptions, full particulars of their debts or claims, and
the names and addresses of their lawyers (if any) to Robin J.
Mayor at Messrs. Conyers Dill & Pearman, Clarendon House, Church
Street, Hamilton, HM DX, Bermuda, the Liquidator of the said
Company, and if so required by notice in writing from the said
Liquidator, and personally or by their lawyers, to come in and
prove their debts or claims at such time and place as shall be
specified in such notice, or in default thereof they will be
excluded from the benefit of any distribution made before such
debts are proved.
- A final general meeting of the Members of Management
International Limited will be held at the offices of Messrs.
Conyers Dill & Pearman, Clarendon House, Church Street,
Hamilton, Bermuda on 29 December, 2004 at 9.30 am, or as soon as
possible thereafter, for the purposes of:
(1) receiving an account laid before them showing the manner in
which the winding-up of the Company has been conducted and its
property disposed of and of hearing any explanation that may be
given by the Liquidator; and
(2) by resolution determining the manner in which the books,
accounts and documents of the Company and of the Liquidator
shall be disposed of; and
(3) by resolution dissolving the Company.
CONTACT: Mr. Robin J. Mayor, Liquidator
Clarendon House
Church Street
Hamilton, Bermuda
MEESPIERSON LIMITED: Begins Voluntary Liquidation
-------------------------------------------------
IN THE MATTER OF THE COMPANIES ACT 1981
and
IN THE MATTER OF MeesPierson (Bermuda) Limited
The Member of MeesPierson (Bermuda) Limited, acting by written
consent without a meeting on November 22, 2004 passed the
following resolutions:
(1) THAT the Company be wound up voluntarily, pursuant to the
provisions of the Companies Act 1981;
(2) THAT Robin J. Mayor be and is hereby appointed Liquidator
for the purposes of such winding-up, such appointment to be
effective forthwith.
The Liquidator informs that:
- Creditors of MeesPierson (Bermuda) Limited, which is being
voluntarily wound up, are required, on or before December 10,
2004 to send their full Christian and Surnames, their addresses
and descriptions, full particulars of their debts or claims, and
the names and addresses of their lawyers (if any) to Robin J.
Mayor at Messrs. Conyers Dill & Pearman, Clarendon House, Church
Street, Hamilton, HM DX, Bermuda, the Liquidator of the said
Company, and if so required by notice in writing from the said
Liquidator, and personally or by their lawyers, to come in and
prove their debts or claims at such time and place as shall be
specified in such notice, or in default thereof they will be
excluded from the benefit of any distribution made before such
debts are proved.
- A final general meeting of the Member of MeesPierson (Bermuda)
Limited will be held at the offices of Messrs. Conyers Dill &
Pearman, Clarendon House, Church Street, Hamilton, Bermuda on
December 31, 2004 at 9:30 a.m. for the purposes of:
(1) receiving an account laid before them showing the manner in
which the winding-up of the Company has been conducted and its
property disposed of and of hearing any explanation that may be
given by the Liquidator; and
(2) by resolution determining the manner in which the books,
accounts and documents of the Company and of the Liquidator
shall be disposed of; and
(3) by resolution dissolving the Company.
CONTACT: Mr. Robin J. Mayor, Liquidator
Clarendon House
Church Street
Hamilton, Bermuda
MINT PLUS: Names Beverly Mathias as Liquidator
----------------------------------------------
IN THE MATTER OF THE COMPANIES ACT 1981
and
IN THE MATTER OF Mint Plus Guaranteed 2003 Limited
The Members of Mint Plus Guaranteed 2003 Limited, acting by
written consent without a meeting on November 25, 2004 passed
the following resolutions:
(1) THAT the Company be wound up voluntarily, pursuant to the
provisions of the Companies Act 1981;
(2) THAT Beverly Mathias be and is hereby appointed Liquidator
for the purposes of such winding-up, such appointment to be
effective forthwith.
The Liquidator informs that:
- Creditors of Mint Plus Guaranteed 2003 Limited, which is being
voluntarily wound up, are required, on or before December 10,
2004 to send their full Christian and Surnames, their addresses
and descriptions, full particulars of their debts or claims, and
the names and addresses of their lawyers (if any) to Beverly
Mathias at c/o Argonaut Limited, Argonaut House, 5 Park Road,
Hamilton HM O9, Bermuda, the Liquidator of the said Company, and
if so required by notice in writing from the said Liquidator,
and personally or by their lawyers, to come in and prove their
debts or claims at such time and place as shall be specified in
such notice, or in default thereof they will be excluded from
the benefit of any distribution made before such debts are
proved.
- A final general meeting of the Members of Mint Plus Guaranteed
2003 Limited will be held at the offices of Argonaut Limited,
Argonaut House, 5 Park Road, Hamilton HM O9, Bermuda, on
December 30, 2004 at 9:30 a.m., or as soon as possible
thereafter, for the purposes of:
(1) receiving an account laid before them showing the manner in
which the winding-up of the Company has been conducted and its
property disposed of and of hearing any explanation that may be
given by the Liquidator; and
(2) by resolution determining the manner in which the books,
accounts and documents of the Company and of the Liquidator
shall be disposed of; and
(3) by resolution dissolving the Company.
CONTACT: Ms. Beverly Mathias, Liquidator
c/o Argonaut Limited
Argonaut House
5 Park Road
Hamilton HM O9, Bermuda
===========
B R A Z I L
===========
GLOBOPAR: Posts Six-Month Results
---------------------------------
Globo Comunicacoes e Participacoes S.A. ("Globopar") announced
Monday financial results for Globopar and its subsidiaries
("Globopar Consolidated") and for TV Globo ("TV Globo" or
"Guarantor") for the six-month period ended June 30, 2004.
Financial statements in this release are prepared according to
Brazilian GAAP Corporate Law and stated in Brazilian Reais.
Comments are focused on the Globopar Consolidated and TV Globo
aggregate ("Company") pro-forma results with financial
highlights provided for each business segment.
RECENT EVENTS:
Update of Debt Restructuring Process
As announced by Globopar on October 29, 2004, the Company has
reached an agreement in principle with members of the Bank and
Bondholder Steering Committees regarding the restructuring of
its debt. The Company is finalizing documentation to begin the
process for voting on the proposal.
Globopar Announces Merger of Sky Brasil and DIRECTV Brasil
On October 11, 2004, Globopar announced an agreement to merge
Sky Brasil and DIRECTV Brasil, two Brazilian DTH pay-TV service
providers, with Sky Brasil as the surviving Company. After this
transaction, the DIRECTV Group will control and manage the
Company, while Globopar will retain minority governance rights,
compatible with its position as a strategic partner. The parties
believe this transaction will best position Sky Brasil to meet
the continuing challenges of competition with other players in
the pay-TV market in Brazil. Organizacoes Globo will continue to
serve as the supplier of Brazilian programming content to the
current Sky platform and, following the merger, to the surviving
Company.
Globopar Announces the Signing of an Agreement to Sell an
Interest in Net Servicos to Telmex
On June 28, 2004, Globopar announced that it entered into an
agreement to sell an interest in Net Servicos de Comunicacao
S.A. ("Net") to a strategic investor, Telefonos de Mexico, S.A.
de C.V. ("Telmex"). The closing of this transaction between
Globopar and Telmex is subject to a number of conditions
precedent, including the previous approval of the National
Telecommunications Agency ("Anatel"), the closing of Net's
restructuring plan, the negotiation with other parties to Net's
existing Shareholders' Agreement, with the intent to either
modify or establish a new agreement, and certain Net corporate
approvals. This transaction raises cash for Globopar's
restructuring, brings a strategic investor to Net, adds strength
and simplicity to Net's restructuring and puts Net in a position
to continue its growth and expansion.
The abovementioned transactions, related to Net and Sky Brasil,
represent a clear execution of Globopar's strategy to reduce its
economic participation in businesses outside of its core content
production and programming business, while retaining a
sufficient controlling role in such businesses to meet its
strategic needs.
FINANCIAL HIGHLIGHTS AND CONSOLIDATION CRITERIA:
Globopar consolidated financial statements reflect a change from
full to proportional consolidation for some of its subsidiaries.
As previously disclosed, this change was implemented during 3Q02
and conforms with the criteria established by the CVM (Comissao
de Valores Mobili rios, the Brazilian "SEC"). The major impact
of this change comes from differences in the proportional
consolidation of Net, Telecine and USA Brasil. Since then, Sky
Brasil and its subsidiaries have been recognized by Globopar
under the equity method.
The figures presented in the financial statements where Globopar
shares ownership, and therefore proportional consolidation is
applicable, will vary according to Globopar's ownership stake at
the end of each period (See Note 1 to Globopar's Financial
Statements).
On July 1, 2003, certain net assets of Globo.com and its holding
Company Globo.Rede were merged into TV Globo. In 1H03, the
results of Globo.com and Globo.Rede were recognized by TV Globo
under the equity method, and therefore were no longer
consolidated into Globopar's financial statements. As of July 1,
2003, Globo.com and Globo.Rede were fully consolidated by TV
Globo. In order to facilitate performance comparison with 1H04,
net revenue and EBITDA for Globopar Consolidated and TV Globo
for 1H03 are presented on a pro-forma basis, including
Globo.com's figures, as if consolidated into the aggregate
entity in 2003.
On March 31, 2004, TV Globo acquired 97.968% of the capital of
Sistema Globo de Gravacoes Audiovisuais Ltda. ("Sigla") from
Globopar and a third party. Sigla is Globo Organizations'
principal investment in the sound recording industry, which
produces and sells, among other things, the soundtracks of the
soap-operas (telenovelas) produced by TV Globo. As a result of
this acquisition, Sigla's results were recorded by TV Globo in
1H04 under the equity method, and therefore were no longer
consolidated into Globopar. Since Sigla's 1H04 figures were not
consolidated into either Globopar or TV Globo, in order to
facilitate performance comparison with 1H03, the pro-forma
aggregate net revenue and EBITDA includes Sigla's 1H04 results
The Company's aggregate pro-forma (Globopar Consolidated + TV
Globo + Globo.com + Sigla) net revenue totaled R$ 2,251.2
million in 1H04, R$ 434.4 million higher than R$ 1,816.8 million
in 1H03.
EBITDA for the first semester of 2004 was R$ 613.9 million,
compared to R$ 266.7 million in 1H03, reflecting EBITDA
improvement across all business segments, particularly at
Globopar holding (R$ 161.0 million higher), TV Globo (R$ 121.6
million higher), Globosat (R$ 24.1 million higher), Net (R$ 19.3
million higher), sound recording companies (R$ 9.3 million
higher) and Globo Cochrane (R$ 3.7 million higher).
The negative foreign exchange impact on the Company's foreign
currency debt position contributed to a net loss of R$ 386.4
million in 1H04, compared to the net income of R$ 599.0 million
reported in 1H03, due to the appreciation of the Real against
the U.S. Dollar during last year. The foreign exchange loss in
1H04 totalled R$ 340.0 million, a R$ 1,151.4 million variation
over the R$ 811.4 million gain in 1H03. As a result of this loss
resulting mainly from foreign exchange, the Company presented an
aggregate stockholders' deficit of R$ 2.4 billion as at June 30,
2004 and R$ 1.6 billion as at June 30, 2003.
The effects of the 2002 Soccer World Cup on the Company's
aggregate consolidated pro-forma figures are also presented in
Exhibit 1 of this release. The 2002 Soccer World Cup negatively
impacted upon the Company's EBITDA, particularly in 2002, but
also in 2003 (R$ 319.8 million and R$ 31.7 million recognized in
1H02 and 1H03, respectively), as the increase in costs related
to the World Cup surpassed the higher revenues generated from
the event, mainly at TV Globo.
RESULTS BY BUSINESS SEGMENT FOR THE SEMESTER ENDED JUNE 30, 2004
In order to better explain the performance of each of the
Company's businesses, the financial figures presented in this
section reflect full perfomance figures for each business.
Please note that in Globopar's financial statements some of the
companies are consolidated proportionately according to
Globopar's ownership stake or recorded under the equity method.
Therefore, the full performance figures for proportionally
consolidated companies are not necessarily included in other
Company financial publications.
Broadcast Television (TV Globo):
In order to better understand and compare TV Globo's performance
in the first half of 2004 with the same period of the prior
year, a pro-forma breakdown was provided. This pro-forma
excludes R$ 30.8 million related to the 2002 World Cup deferred
transmission rights fully expensed in 2003. Pro-forma figures
also include R$ 12.2 million of net revenues and R$ 35.5 million
of costs and expenses related to Globo.com's results for the
first half of 2003, reflecting Globo.com's incorporation into TV
Globo as of July 1, 2003.
TV Globo's net revenue was R$ 1,680.0 million in 1H04, an
increase of 31.4% (or R$ 401.2 million) compared to 1H03, due to
the recovery of the Brazilian advertising market. Revenues from
related parties were R$ 69.2 million in 1H04, an increase of R$
30.5 million over 1H03. This difference is mostly due to the R$
18.4 million in additional sales to Globosat related to
programming production services. The remaining R$ 12.1 million
increase derived primarily from advertising and other sales to
Infoglobo, Net Brasil and Globosat.
TV Globo's costs include engineering and broadcasting costs,
drama and show production, film and live event transmission
rights, payroll and other costs and overheads. Administrative
expenses consist of payroll expenses, rental and transportation
expenses, and third party services in general.
Selling expenses consist of sales volume bonuses, payroll
expenses, marketing and research expenses. Costs and expenses
totaled R$ 1,216.5 million in the first half of 2004, an
increase of 10.4% (or R$ 114.8 million) over the first half of
2003. A comparison of the R$ 1,101.5 million pro-forma costs and
expenses of the first half of 2003 to costs and expenses of the
same period of 2004, reflects a 10.4% (or R$ 115.0 million)
increase.
This increase is mostly explained by: (i) a R$ 21.1 million
increase in expense for film rights mainly due to a review of
the portion of film expenses allocated to each time the film is
aired, according to the level of advertising revenue obtained
from each exhibition; and (ii) the R$ 29.0 million growth in
expenses related to sales volume bonuses due to advertising
agencies, which was in line with the increase in advertising
revenues. These specific expenses amounted to R$ 50.1 million in
the first half of 2004. Excluding this effect, costs and
expenses in the first half of 2004 would have been R$ 1,166.4
million, an increase of 5.9% (or R$ 64.9 million) over the pro-
forma R$ 1,101.5 million in the first half of 2003. The 5.9%
increase in costs and expenses was lower than the inflation rate
of 9.6% (measured by the IGP-M index between July 1, 2003 and
June 30, 2004) as a result of management efforts to control
costs and increase cash flows.
Real estate rental totaled R$ 205.3 million in 1H04, compared to
R$ 40.5 million in 1H03, a growth of R$ 164.8 million. This
growth reflects TV Globo's improved results in 1H04. The real
estate rental corresponds to 45% of TV Globo's annual profit
before taxes, adjusted under the terms of the rental agreement,
and is calculated and accrued on a cumulative monthly basis for
each period.
EBITDAR (EBITDA before real estate rental) in the first half of
2004 totaled R$ 463.5 million, an increase of R$ 286.4 million
over the R$ 177.1 million in the first half of 2003. Analyzing
the proforma figures, EBITDAR in the first half of 2003 amounted
to R$ 184.6 million, showing that in the first half of 2004
there was an increase of R$ 278.9 million. This substantial
increase reflects not only the growth of sales, resulting from
the recovery of the Brazilian advertising market, but also the
ability of TV Globo to avoid increases in costs and expenses
that exceed the rate of inflation.
The audience rates for 1H04 continued to be outstanding. TV
Globo's audience share in 1H04 was 57%, higher than the 54%
achieved in 1H03 and in the full year of 2003. Analyzing
specifically the prime-time period (Mon-Sun, from 6:00 p.m. to
midnight), the average audience share increased to 65% in 1H04,
compared to 58% in 1H03 and 59% for the full year of 2003.
Several programs contributed to the growth in TV Globo's
audience share in 1H04, particularly in the prime-time period,
including the following: "telenovelas", news programs, variety
shows (such as the reality show "Big Brother Brasil") and the
films broadcasted on "Tela-Quente".
PAY-TV DISTRIBUTION (NET, SKY BRASIL AND NET BRASIL):
Net Servicos: Cable TV Company (proportionately consolidated)
Net was proportionately consolidated into Globopar as follows:
46.97% as of June 30, 2004, 46.97% as of December 31, 2003,
46.29% as of June 30, 2003, and 46.14% as of December 31, 2002.
Net revenue at Net in 1H04 totaled R$ 684.4 million,
representing a R$ 98.0 million increase compared to R$ 586.4
million in 1H03, due to, among other things: (i) a monthly fee
increase for subscribers in Sao Paulo and Rio de Janeiro
corresponding to approximately 60% of the pay-TV subscriber
base; and (ii) an increase in both the pay-TV and the broadband
subscriber base;
(iii) higher pay-per-view sales.
The increase in subscriber base is a result of the
implementation of a Customer Related Marketing area, which is
generating satisfactory results in subscriber retention. Pay-
per-view sales were higher due to the program "Big Brother
Brasil 4" and the Brazilian Soccer Championship, which started
in April 2004. The launching of a new marketing campaign for
Vˇrtua and the establishment of distribution partnerships with
Internet access providers contributed to a larger broadband
subscriber base in 1H04.
EBITDA for Net increased R$ 38.9 million to R$ 184.1 million in
1H04 as compared to R$ 145.2 million in 1H03. This was a
consequence of higher revenues in every segment (Pay-per-View,
Pay-TV and Broadband), enabled by better churn administration,
subscriber retention, improvement in sales channels, combined
with constant monitoring of operating costs in the period.
Sky Brasil: Satellite TV Operator (Not consolidated into
Globopar - recognized in Globopar's financial statements under
the equity method since September 30, 2002).
Sky Brasil's net revenue in 1H04 totaled R$ 350.1 million,
representing a R$ 54.7 million increase compared to R$ 295.4
million in 1H03. This improved performance is due to: (i) the
addition of 21,500 subscribers in 1H04, which brought the
subscriber base to 805,800 as of June 30, 2004; (ii) an increase
in subscription prices; and (iii) record pay-per-view sales for
the 2004 Brazilian soccer championship, due to a successful
sales campaign and new sales channels (remote control and
Internet), and other PPV programs, such as blockbuster movies
with subtitles in English.
EBITDA for Sky Brasil increased R$ 13.4 million to R$ 44.6
million in 1H04 as compared to R$ 31.2 million in 1H03. Such
strong result was mostly a consequence of subscriber base
growth.
PAY-TV PROGRAMMING (GLOBOSAT, TELECINE, USA BRASIL AND CANAL
BRASIL) -- TELECINE AND USA BRASIL WERE CONSOLIDATED
PROPORTIONALLY, AT 50% EACH:
Globosat: Pay-TV Programming (100% consolidated into Globopar)
Globosat's net revenues for 1H04 increased R$ 33.4 million to R$
175.7 million, compared to R$ 142.3 million in 1H03, mainly due
to the following: (i) R$ 4.3 million related to the Olympic
Games; (ii) better advertising sales performance; and (iii)
better performance of Sky Brasil packages which resulted in
higher programming revenues.
Although operational costs registered a significant increase in
1H04, Globosat's EBITDA for this period was R$ 58.7 million, R$
24.1 million higher compared to R$ 34.6 million in 1H03. The
increase in EBITDA was mainly due to the growth in advertising
revenues related to the Olympic Games and programming revenues
related to Sky Brasil packages that more than offset related
costs. Globosat's 1H03 EBITDA had a negative impact of R$ 0.9
million related to the 2002 World Cup.
Telecine: Pay-TV Programming (Consolidated proportionately into
Globopar at 50%)
Globosat's net revenues for 1H04 increased R$ 33.4 million to R$
175.7 million, compared to R$ 142.3 million in 1H03, mainly due
to the following: (i) R$ 4.3 million related to the Olympic
Games; (ii) better advertising sales performance; and (iii)
better performance of Sky Brasil packages which resulted in
higher programming revenues.
Although operational costs registered a significant increase in
1H04, Globosat's EBITDA for this period was R$ 58.7 million, R$
24.1 million higher compared to R$ 34.6 million in 1H03. The
increase in EBITDA was mainly due to the growth in advertising
revenues related to the Olympic Games and programming revenues
related to Sky Brasil packages that more than offset related
costs. Globosat's 1H03 EBITDA had a negative impact of R$ 0.9
million related to the 2002 World Cup.
Telecine: Pay-TV Programming (Consolidated proportionately into
Globopar at 50%)
Net revenue for Telecine was R$ 90.4 million in 1H04, compared
to R$ 109.7 million in 1H03. The R$ 19.3 million decrease in
revenues was due to (i) the discontinuation of the two Telecine
channels in Portugal in 2003; and (ii) an increase in taxes
(COFINS) in 2004.
Telecine's EBITDA was R$ 15.4 million in 1H04, R$ 3.2 million
lower than the R$ 18. 6 million in 1H03. The reduction in
operational costs and in the costs of film rights was not enough
to offset the reduction in net revenues primarily related to the
termination of operations in Portugal.
PUBLISHING AND PRINTING (EDITORA GLOBO AND GLOBO COCHRANE)
Editora Globo: Publishing (100% consolidated into Globopar)
Editora Globo's net revenue was R$ 139.6 million in 1H04. An
increase of R$ 6.0 million compared to R$ 133.6 million in 1H03.
This increase in net revenues for the first six-months of 2004
was a result of the recovery of the magazine advertising market
after three years of weak performance, as well as an improvement
in magazine sales.
Editora Globo's 1H04 EBITDA totaled R$ 4.0 million, representing
an R$ 11.4 million decrease compared to the first six months of
2003. The primary reasons for this reduction were (i) higher
distribution costs, commissions and royalties, related to its
operating activities; (ii) higher marketing expenses incurred in
order to increase sales; and (iii) an increase in other
operating expenses, due to an inventory write-off.
Globo Cochrane: Printing (100% consolidated into Globopar)
Globo Cochrane's net revenue for 1H04 increased R$ 13.1 million
to R$ 46.1 million, compared to R$ 33.0 million in 1H03. This
increase was mainly due to changes in the portfolio of clients -
- now including larger accounts that purchase both services and
materials (paper included) - allied to price adjustments in the
second half of 2003.
Globo Cochrane's EBITDA for 1H04 increased R$ 3.7 million to R$
7.3 million, compared to R$ 3.6 million in 1H03, as a direct
consequence of higher revenues and tighter cost management.
SOUND RECORDING: OTHER SOUND RECORDING COMPANIES AND
SOMLIVRE.COM (100% CONSOLIDATED INTO GLOBOPAR)
Net revenue for the Sound Recording business decreased R$ 17.2
million from R$ 46.4 million in 1H03 to R$ 29.2 million in 1H04,
mainly due to the non-consolidation of Sigla's results into
Globopar as of April 1, 2004. On March 31, 2004, TV Globo made a
capital increase of R$ 196.5 million, of which R$ 176.9 million
was by using credits from Globopar, thereby diluting Globopar's
ownership in Sigla. As of June 30, 2004, the following sound
recording companies were consolidated into Globopar: RGE, Sigem,
Sigla da Amazonia and Zende (refer to Note 1 to Globopar's
Financial Statements as of June 30, 2004). Sigla recorded R$
27.5 million of net revenues for the first six months of 2003.
On the other hand, Sigla da Amazonia had an increase of R$ 6.8
million in net revenues when comparing both six-month periods
ended in 2004 and 2003.
EBITDA increased R$ 9.3 million, from negative R$ 9.4 million in
1H03 to negative R$ 0.1 million in 1H04, primarily as a
consequence of the non-consolidation of Sigla during the first
six months of 2004.
LIQUIDITY AND INVESTMENTS
Cash and cash equivalents at Globopar holding and TV Globo, as
of June 30, 2004, were R$ 611.3 million. This compares with a
cash balance of R$ 388.3 million for the period ended December
31, 2003 and R$ 137.1 million as of June 30, 2003. Cash balance
as of June 30, 2004 was higher because of operational
improvements that included higher cash generation, cost
management and reduced investments. Moreover, TV Globo ended the
first half of 2004 with an approximately R$ 100.0 million higher
up-front sales balance compared to the first half of 2003. In
addition, since the announcement of the debt restructuring,
Globopar has not been making debt service payments (principal
and interest) related to debt that is unsecured and not yet
restructured.
Additions to property, plant and equipment of Globopar
Consolidated totaled R$ 16.2 million (of which R$ 320,000 was
Globopar holding's contribution) in the first six months of
2004, and R$ 9.3 million (with no contribution of Globopar
holding) in the first six months of 2003.
In the first half of 2004, TV Globo's purchase of property and
equipment totaled R$ 45.7 million (of which R$ 26.5 million were
disbursed in the first half of 2004), higher than the R$ 12.5
million in the first half of 2003. This increase is mainly due
to the following factors: (i) R$ 3.0 million from Globo.com's
activities, which did not occur in the same period of 2003; (ii)
approximately R$ 11.5 million of capital expenditures made
through barter transactions related to the vehicle fleet, IT
equipment and maintenance; and (iii) approximately R$ 10.0
million in capital expenditures related to the 2004 Olympic
games.
Information Regarding Debt Obligations:
After the announcement of the reevaluation of its capital
structure on October 28, 2002, Globopar and certain of its
subsidiaries did not make payment on their unsecured debt
obligations. This non-payment constituted an event of default
under those debt obligation terms, resulting in most of the debt
to be classified as current at June 30, 2004, as a result of
cross default provisions.
Debt Description by Type:
Direct debt - is comprised of debt issued by Globopar or TV
Globo.
Contingent debt - is comprised of debt obligations of
subsidiaries or investees that have a formal guarantee from
Globopar or TV Globo.
Non-guaranteed debt - is comprised of Globopar's subsidiary-
level debt obligations that do not have a formal guarantee from
Globopar or TV Globo.
Direct Debt of Globopar plus TV Globo
(Principal and Accrued Interest)
As of June 30, 2004, Globopar had direct debt in the principal
amount of US$ 1,164.5 million, of which US$ 1,149.6 million is
guaranteed by TV Globo. As of June 30, 2004, TV Globo had direct
debt in the principal amount of US$ 27.7 million, a decrease of
US$ 8.9 million when compared to December 31, 2003, due to
amortizations of certain loans made by TV Globo and the
appreciation of the Brazilian Real against the U.S. Dollar.
As of June 30, 2004, Globopar and TV Globo's direct debt
principal amount decreased US$ 25.1 million to US$ 1,192.2
million compared to US$ 1,217.3 million as of December 31, 2003.
The lower direct debt principal amount is due to the net result
of the following factors: (i) a decrease of US$ 8.9 million in
TV Globo's direct debt, as explained in the previous paragraph;
(ii) a decrease of US$ 4.2 million due to the depreciation of
the Euro versus the U.S. Dollar that impacted the
Eurodenominated notes;
(iii) a decrease of US$ 8.5 million due to amortization of
secured or restructured debt; and (iv) US$ 3.5 million due to
the appreciatin of the Brazilian Real against the U.S. Dollar.
As of June 30, 2004, Globopar and TV Globo's accrued interest on
direct debt was US$ 251.1 million.
Contingent Debt of Globopar
(Principal and Accrued Interest)
On June 30, 2004, the consolidated contingent debt principal
amount decreased US$ 10.4 million to US$ 102.2 million when
compared to December 31, 2003, mainly due to (i) a US$ 5.5
million decrease in Net's debt related to the repayment of the
IFC loan; and (ii) a US$ 2.5 million reduction in Globosat's
debt due to debt amortization.
The consolidation criteria of Net and Sky Brasil changed to the
proportional consolidation and equity method, respectively,
resulting in some changes in the breakdown of the contingent
debt.
Although Globopar no longer consolidates any contingent debt
from Sky Brasil, Table 11 includes US$ 135.1 million
corresponding to 54% of Sky Brasil's debt related to satellite
transponders in the non-consolidated contingent debt (Refer to
Note 10 to Globopar's Financial Statements). Pursuant to the
recently announced agreement with News Corp and the DIRECTV
Group, Globopar will be released from guaranteeing Sky Brasil's
and Techco's debt and Sky Multicountry's claim, amounting to
approximately US$ 220.0 million.
Direct and Consolidated Contingent Debt of Globopar plus TV
Globo
Direct Debt and Consolidated Contingent Debt principal of
Globopar plus TV Globo was US$ 1,294.4million as of June 30,
2004. Globopar Consolidated plus TV Globo Total Debt principal
and interest (direct + consolidated contingent + non-guaranteed
debt) increased US$ 34.3 million to US$ 1,961.6 million as of
June 30, 2004 from US$ 1,927.3 million as of December 31, 2003.
Consolidated Non-Guaranteed Debt of Globopar Principal and
Accrued Interest)
The Company has US$ 282.0 million of consolidated non-guaranteed
debt principal, of which US$ 154.1 million corresponds to the
proportionally-consolidated amount raised by Net, US$ 15.9
million represents UGB debentures debt, US$ 6.0 million relates
to Globo Cochrane's debt, US$ 7.0 million relates to Editora
Globo's debt and US$ 99.0 million relates to Distel's debt. The
principal of the consolidated portion of the non-guaranteed debt
decreased US$ 21.4 million compared to December 31, 2003, as the
result of the amortization and liquidation of certain loans and
the effect of the devaluation of the Brazilian Real against the
U.S. Dollar in 2004.
ABOUT GLOBOPAR
Globopar is a Brazilian holding Company owned by the Marinho
family with interests in cable and satellite television, pay
television programming, magazine publishing and printing. The
operations of TV Globo, InfoGlobo, and Sistema Globo de Radio
are directly owned by the Marinho family and managed
independently from Globopar.
To view financial statements:
http://bankrupt.com/misc/Globopar1H04.pdf
CONTACT: Mr. Stefan Alexander
Ms. Marta Meirelles
Globo Comunicacoes e Participacoes S.A.
Phone: 55 21 2540-4444
e-mail: IR@globopar.com.br
Mr. Thomas Karsten
Thomson Financial
Phone: 55 11 3897-6409
e-mail: thomas.karsten@thomsonir.com.br
Web Site: www.globopar.com.br
TELEMAR: Completes Share Buyback Program
----------------------------------------
TELE NORTE LESTE PARTICIPACOES S.A. (NYSE: TNE) announced
Friday, Nov. 26, 2004, that its Board of Directors approved the
closing of the Company's Share Buyback Program approved on June
02, 2004.
During the Program, the Company acquired 861,200 common shares
and 5,410,263 preferred shares.
To view the composition of Telemar's share capital following the
transaction, click:
http://bankrupt.com/misc/buybackprogramfinish.pdf
The Board of Directors also decided that the Program could be
resumed at an opportune time, at which point the Company's
shareholders and the investment community will be opportunely
informed.
CONTACT: TNE - INVESTOR RELATIONS
Email: invest@telemar.com.br
Roberto Terziani, 55 (21) 3131-1208
Carlos Lacerda, 55 (21) 3131-1314
Fax: 55 (21) 3131-1155
GLOBAL CONSULTING GROUP
Kevin Kirkeby
Email: kkirkeby@hfgcg.com
Tel: 1-646-284-9416
Fax: 1-646-284-9494
TELEMAR: Announces Contax's Spin-Off
------------------------------------
Tele Norte Leste Participacoes S.A. (NYSE: TNE), a holding
Company for telecommunications services provider in Brazil,
announced the following:
RELEVANT FACTS
In compliance with the provisions set out in article 157,
paragraph 4, of Law 6404/76 (the "Brazilian Corporate Law") and
CVM (Brazilian Securities Commission) Ruling No. 358/02, Tele
Norte Leste Participacoes S.A. ("TNL") discloses to the public
the following transaction:
1. At a meeting held on this date, the Board of Directors of TNL
approved the subscription of a capital increase in its
controlled Company CAROACI PARTICIPACOES S.A., the name of which
will become CONTAX PARTICIPACOES S.A. (hereinafter, "CONTAX
PARTICIPACOES"), which will receive 99.9% of the shares of
another controlled Company TNL CONTAX S.A. ("CONTAX").
- CONTAX PARTICIPACOES is a publicly held Company controlled by
TNL (the owner of 99.9% of the shares), duly registered with the
CVM, the corporate purpose of which is the participation in
other companies.
- CONTAX is a Company engaged in the provision of call and
contact center services in general, such as market surveys,
telesales, collection, customer service and help-desk, in
addition to webcall center services. From January to September
2004, CONTAX accumulated net revenues equivalent to R$413.2
million. In September 2004, approximately 59% of the CONTAX
sales derived from services provided to companies of the Telemar
group.
2. At an Extraordinary General Meeting to be held on December
17, 2004, the TNL shareholders will decide on the Company's
capital reduction without changing the number of shares, with
the consequent transfer of shares of CONTAX PARTICIPACOES to all
TNL shareholders at the date the Meeting is held, in accordance
to their participation in the capital stock of TNL ("Spinoff" or
the "Transaction").
- TNL shall also obtain the consent of certain financial
creditors, as well as submit the Transaction to its Fiscal Board
and its Debenture Holders' Meeting for review.
3. It is important to note that after the Transaction has been
implemented, the shareholding control of TNL and CONTAX
PARTICIPACOES will continue to be held by TELEMAR PARTICIPACOES
S.A., which will keep its focus on the telecommunications sector
and on certain aggregated services related to such sector.
4. The Transaction is intended to:
(i) Add value for all TNL shareholders, which will receive
shares of CONTAX PARTICIPACOES (the owner of 99.9% of the CONTAX
shares) that are negotiable at stock exchanges, due to the fact
that the economic appraisals and projections made by market
research analysts seem not to take into account the existence of
the "CONTAX" business value in the market price for the TNL
shares ("hidden value"); and
(ii) Consolidate 100% of the TNL investments in Telemar Norte
Leste S.A. ("TMAR"), so as to promote the definitive alignment
of the interests and business strategies of both companies.
5. As of December 3, 2004, documents and financial and
operational information of CONTAX and CONTAX PARTICIPACOES will
be available to TNL shareholders in a data room located at the
headquarters of the Company and on the website
"www.telemar.com.br/ri". Any consultation with the data room
must be scheduled by the shareholders through telephone number
(5521) 3131-1315, with Mr. Jos‚ Carlos dos Santos.
6. If the Transaction is approved as per item 2 above, the
shares of CONTAX PARTICIPACOES are expected to be traded on the
Sao Paulo Stock Exchange - BOVESPA as from the second half of
February 2005.
7. CONTAX PARTICIPACOES will have its capital stock increased by
R$ 223,708,116.10 and its capital reserves increased by R$
50,000,000.00, and such increases will be subscribed by TNL and
paid up with:
(i) all of the shares issued by CONTAX and held by TNL,
equivalent to CONTAX Shareholders' Equity as of the base date of
October 31, 2004, appraised at R$126,030,095.30, according to
the Appraisal Report of Apsis Consultoria Empresarial, dated
November 9, 2004;
(ii) a credit held by TNL against CONTAX in the amount of R$
57,678,020.82, resulting from a loan agreement previously
entered into between such companies, as per the Appraisal Report
of Apsis Consultoria Empresarial, dated November 15, 2004; and
(iii) Brazilian currency, in the amount of R$ 90,000,000.00, the
purpose of which is to permit that CONTAX will have sufficient
capital of its own for different growth scenarios, irrespective
of any third-party funds.
8. Subject to the approval at the TNL Shareholders' Meeting, the
capital stock of TNL will be reduced by an amount corresponding
to the investment held by TNL in CONTAX PARTICIPACOES, after
implementing the increase in capital and reserves mentioned
above, according to the Appraisal Report for the Book
Shareholders' Equity of CONTAX PARTICIPACOES, to be prepared by
Apsis Consultoria Empresarial, at the base date of November 30,
2004. Accordingly, the shares of CONTAX PARTICIPACOES will be
transferred to all the shareholders of TNL at the date the
Meeting is held, in accordance to their participation in the
capital of TNL. In order to carry out such transfer and to
initiate the trading of the CONTAX PARTICIPACOES shares at
BOVESPA, it shall be observed the period of sixty (60) days as
from publication of the minutes of such Meeting for purposes of
the filing of an eventual opposition by TNL's creditors,
pursuant to article 174 of Brazilian Corporate Law.
- TNL's Executive Officers believe that there is no reason for
the Company's creditors to file an opposition, since the
Transaction will not entail any material effects on the
Shareholders' Equity of TNL (considering that the investment in
CONTAX PARTICIPACOES, after the transactions described in items
7 and 8 above, will represent less than three percent of the
Shareholders' Equity of TNL).
9. As part of the implementation of the Transaction and subject
to the review by the Extraordinary General Meetings of TNL and
Telemar Norte Leste (TMAR):
(i) CONTAX and TMAR shall enter into an option agreement for the
purchase and sale of a real estate (building), whereby TMAR will
be allowed to acquire such asset from CONTAX for the price of R$
17,210,748.02, as determined by the Appraisal Report prepared by
Cushman & Wakefield and dated October 15, 2004, since such
building was constructed on a plot of land owned by TMAR and has
not been used by CONTAX for the execution of its activities; and
(ii) CONTAX will purchase from TMAR certain assets (machinery
and equipment), for the price of R$ 29,544,621.00, as determined
by the Appraisal Report prepared by Bretas e Associados
Engenharia e Consultoria, dated November 22, 2004, since such
assets were originally acquired by TMAR and have been used by
CONTAX for the provision of services to TMAR; and
(iii) CONTAX, TMAR and Oi (TNL PCS S.A.) will enter into new
Agreements for Contact Center Services; and
(iv) CONTAX and TMAR will enter into a new Telecommunications
Service Agreement.
- The agreements referred to in items 9(iii) and 9(iv) above
shall be executed on an arm's length basis and subject to market
conditions, on the same conditions set out in similar agreements
executed between CONTAX and TMAR, and their respective clients.
10. CONTAX PARTICIPACOES will submit:
(i) A request to BOVESPA for trading of its securities in such
institution, and
(ii) An Exemption Request and a No Action Letter to the
Securities and Exchange Commission - SEC (the agency that
regulates the US securities market, in which the ADRs of TNL are
registered), so that the registration of the CONTAX
PARTICIPACOES shares with the SEC and the New York Stock
Exchange - NYSE will not be needed.
11. The Board of Directors of TNL also approved, on this same
date, the closing of the Stock Repurchase Program of TNL now in
course, with a view to causing this Transaction to be more
transparent. A new stock repurchase program will be proposed in
due course. Disclosure of a relevant fact in this respect is
being made on the date hereof by means of a specific notice.
12. On December 2, 2004 the following meetings will be called:
(i) Meeting of the Fiscal Board of TNL,
(ii) Meeting of the Board of Directors of TMAR,
(iii) Special Meeting of Debenture Holders of TNL (to be held on
December 17th), and
(iv) Extraordinary General Meetings of TNL and TMAR (to be held
on December 17th), to which the matters related to this
Transaction will be submitted, according to the authority of
each body and each Company.
CONTACT: TNE - INVESTOR RELATIONS
Mr. Roberto Terziani
e-mail: invest@telemar.com.br
Phone: 55 21 3131 1208
Mr. Carlos Lacerda
e-mail: carlosl@telemar.com.br
Phone: 55 21 3131 1314
Fax: 55 21 3131 1155
THE GLOBAL CONSULTING GROUP
Mr. Kevin Kirkeby
e-mail: kkirkeby@hfgcg.com
Phone: 1-646-284-9416;
Fax: 1-646-284-9494
===========
M E X I C O
===========
GRUPO IUSACELL: Appoints New Independent Auditing Firm
------------------------------------------------------
Grupo Iusacell, S.A. de C.V. [BMV and NYSE: CEL] announced
Friday its Board of Directors approved the appointment of a new
independent auditing firm.
After more than 7 years of continuous service by
PricewaterhouseCoopers' Mexico City office, the Company's
Auditing Committee considered it appropriate, in light of recent
developments in international corporate governance that
encourage periodic rotation of independent auditing firms of
public companies, to review the need for a change in the
Company's independent auditors. After a thorough survey and
analysis of the Company's alternatives, the Auditing Committee
unanimously proposed to the Board of Directors that Freyssinier
Morin, S.C. a member of Moores Rowland International be
appointed to replace PricewaterhouseCoopers as independent
auditors of Grupo Iusacell and its subsidiaries beginning with
fiscal year 2004.
The Auditing Committee and Board of Directors expect that the
appointment of Freyssinier Morin will result in a healthy change
in the Company's auditing practices, among other benefits.
Freyssinier Morin is based in Mexico and has around 30 offices
nationwide.
Grupo Iusacell, S.A. de C.V. (Iusacell, NYSE and BMV: CEL) is a
wireless cellular and PCS service provider in Mexico
encompassing a total of approximately 92 million POPs,
representing approximately 90% of the country's total
population. Independent of the negotiations towards the
restructuring of its debt, Iusacell reinforces its commitment
with customers, employees and suppliers and guarantees the
highest quality standards in its daily operations offering more
and better voice communication and data services through state-
of-the-art technology, such as its new 3G network, throughout
all of the regions in which it operate.
CONTACT: Grupo Iusacell S.A de C.V.
Prolongacion Paseo de la Reforma 1236
Colonia Santa Fe
Delegacion Cuajimalpa
Mexico
Phone: 011-525-109-5754
Web Site: http://www.iusacell.com.mx/
TFM: Receives Court Notification Regarding VAT Claim Decision
-------------------------------------------------------------
Kansas City Southern (KCS) (NYSE:KSU) announced Monday that
counsel for TFM, S.A. de C.V. (TFM) has been advised by the
Fourth Collegial Tribunal for Administrative Matters of the
First Circuit (Tribunal) that it has sustained TFM's complaint
arising out of the failure of the Treasury of the Federation to
adjust the value added tax (VAT) refund certificate issued to
TFM to reflect interest and inflation.
As previously announced by Grupo TMM, S.A. (TMM) and KCS, TFM
received the VAT refund certificate in its original face amount
of approximately 2.111 billion pesos from the Treasury of the
Federation on January 19, 2004. When the Treasury of the
Federation refused TFM's request to actualize the VAT refund
certificate in accordance with Article 22 of the Mexican Fiscal
Code of 1997, TFM sought judicial relief.
TFM has not yet been served with the written decision of the
Tribunal, but reports of the Tribunal's decision have appeared
in the Mexican Press and TMM has reported the decision to the
Mexican Stock Exchange. Until TFM is formally notified of the
Tribunal's written decision, KCS cannot make any statements
concerning the scope of the decision or its possible
implications. As soon as written notification is received by TFM
of the decision, KCS will proceed to analyze it and issue a
statement to the public.
KCS is a transportation holding company that has railroad
investments in the United States, Mexico and Panama. Its primary
holding is The Kansas City Southern Railway Company.
Headquartered in Kansas City, Missouri, KCS serves customers in
the central and south central regions of the United States. KCS'
rail holdings and investments are primary components of a NAFTA
Railway system that links the commercial and industrial centers
of the United States, Canada and Mexico.
=======
P E R U
=======
MILPO: To Dispose of Atacocha Stake
-----------------------------------
Peruvian base metals miner Milpo will sell its 15.8% interest in
compatriot polymetallic miner Atacocha for an undisclosed
amount, says Business News Americas.
Proceeds from the sale of over 22.7 million shares will be used
to advance the Company's development projects, which include the
US$65 million Cerro Lindo copper-lead-zinc asset in southern
Peru's Ica department and the US$15 million Chapi copper
project, straddling Arequipa and Moquegua departments.
Milpo was recently granted a US$10 million loan by the German
commercial bank WestLB. The loan, payable in six years with a
two-year grace period at Libor plus 3.25%, will be used to
refinance another existing loan with the bank.
Milpo operates the El Porvenir polymetallic mine in central
Peru's Pasco department and the Iv n-Zar copper mine in northern
Chile's Region II.
=============
U R U G U A Y
=============
* URUGUAY: IMF Completes Review of $3.02B Stand-By Agreement
------------------------------------------------------------
The Executive Board of the International Monetary Fund (IMF)
completed Monday the sixth review under the SDR 1.99 billion
(US$3.02 billion) Stand-By Arrangement for Uruguay. Completion
of the review makes SDR 139.8 million (about US$212.3 million)
immediately available to Uruguay. In completing the review, the
Board granted waivers for the nonobservance of three structural
performance criteria and waivers of applicability of two
quantitative performance criteria for which data were not
available.
The Stand-By Arrangement was approved on March 25, 2002 in an
amount equivalent to SDR 594.1 million (about US$902.2 million)
for a 24-month period and was augmented by SDR 1.16 billion
(about US$1.76 billion) on June 25, 2002 and by SDR 376 million
(about US$571 million) on August 8, 2002.
In commenting on the Executive Board decision, Agustˇn Carstens,
Deputy Managing Director and Acting Chair, said:
"Uruguay's performance under the Stand-By Arrangement has been
solid. The economic recovery has been stronger than expected,
with a strengthened outlook for debt sustainability, much
improved financial indicators, and sound prospects for 2005,
which reflect the authorities' strong policy implementation
under the program, as well as relatively favorable external
conditions.
"The authorities have reaffirmed their commitment to preserving
the stabilization and reform gains through the political
transition. In particular, they are committed to achieving a
higher-than-programmed primary fiscal surplus this year, and to
pursuing vigorously their successful reform agenda in the
banking sector. The strong fiscal outcome expected for 2004 will
facilitate the achievement of fiscal targets next year. To
further strengthen the outlook for medium-term public debt
sustainability, steps are being taken to strengthen revenue
administration and the institutional budgetary framework. It
will be important that these and other pending fiscal reforms,
such as tax and pension reform, be taken forward by the next
government.
"Monetary policy is being conducted in a prudent manner,
appropriately aiming at gradually reducing inflation further.
The central bank should take advantage of the strong balance-of-
payments situation to bolster its international reserves
further, in anticipation of the large medium-term debt service
obligations coming due over the next few years.
"Bank restructuring and asset disposals are moving forward.
BROU's restructuring plan is advancing, with the bank showing
profits and reduced operating costs. The BHU is also making
progress in strengthening its operations, but important
underlying weaknesses remain, and timely implementation of the
reform program being supported by the World Bank is essential.
The liquidation of the assets of the failed banks is under way,
and steps are being taken to ensure transparency and good
governance of the liquidation funds. The authorities should
continue to refrain from granting any further compensation
schemes to bondholders and large depositors of the liquidated
banks," Mr. Carstens said.
CONTACT: IMF - External Relations Department
International Monetary Fund
700 19th Street, NW
Washington, D.C. 20431
USA
Public Affairs:
Phone: 202-623-7300
Fax: 202-623-6278
Media Relations:
Phone: 202-623-7100
Fax: 202-623-6772
=================
V E N E Z U E L A
=================
PDVSA: May Put US, European Assets on the Block
-----------------------------------------------
Venezuelan state oil Company PDVSA may sell some of its assets
in the U.S. and Europe, Dow Jones Newswires reports, citing the
Company's new president, Rafael Ramirez.
"I believe there are some (assets) that are not beneficial, not
only at Citgo but also in Europe," Ramirez said Sunday during a
television interview.
PdVSA revealed earlier that it is planning to sell its 50% stake
in the Ruhr Oel Gmbh refinery in Germany to Russia's Alfa group,
but the deal has been put off reportedly because of objections
from BP PLC (BP), PdVSA's partner in the refinery.
With regard to Citgo, PdVSA's fully owned refining and gasoline
distribution network in the U.S., Ramirez said "some of the
businesses are better than others," adding that parts of the
Company could be sold.
***********
S U B S C R I P T I O N I N F O R M A T I O N
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co-published by Bankruptcy Creditors' Service, Inc., Fairless
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Copyright 2004. All rights reserved. ISSN 1529-2746.
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