/raid1/www/Hosts/bankrupt/TCRLA_Public/051207.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 7, 2005, Vol. 6, Issue 242
Headlines
A R G E N T I N A
ADSUM S.R.L.: Court Rules for Liquidation
AGUAS PROVINCIALES: Asking to Sell Stock to Local Investor
AMERICAN BODY: Debt Payments Halted, Set to Reorganize
AS SISTEMAS: Gets Court Approval for Reorganization
BORN CONSULTORA: Liquidates Assets to Pay Debts
CARDINALES S.A.: Judge Approves Bankruptcy
CHAMICAL S.R.L.: Enters Bankruptcy on Court Orders
DAYMONT S.A.: Liquidates Assets to Pay Debts
ENVAGRAF S.A.: Court Favors Involuntary Bankruptcy Motion
FARRAS OFFSET: Initiates Bankruptcy Proceedings
HELADERIAS CITANOVA: Court Designates Trustee for Liquidation
INDIAN S.A.: Court OKs Creditor's Bankruptcy Call
LUIS DAGAMETTI: Reorganization Proceeds to Bankruptcy
METROGAS: Rating Reflects Decision to Suspend Payments
METROVIAS: Workers Call Strike to Demand Pay Rise
SELECTIVA APOYO: Files Voluntary Bankruptcy
XIN LIAN: Court Orders Liquidation
* BUENOS AIRES: Fitch Affirms 'B-' Ratings
B E R M U D A
ANNUITY & LIFE: OKs Changes in Directors' Compensation
NIPPON IRIDIUM: Enters Bankruptcy
PXRE GROUP: Announces Shelf Registration for Common Shares
REFCO INC: Glancy Binkow & Goldberg LLP Issues Update on Lawsuit
B O L I V I A
AGUAS DEL ILLIMANI: Commission to Supervise Audit
B R A Z I L
AES CORP: Rating Reflects Highly Leveraged Balance Sheet
LOCALIZA RENT: Moody's Withdraws All Ratings
TCP: Directors Approve Corporate Restructuring
VARIG: Restructuring Draws Several Investors
C A Y M A N I S L A N D S
APLOS PARTNERS: Shareholder Seeks Voluntary Liquidation
APLOS (MASTER FUND): Commences Voluntary Wind Up
ARAMUS PORTFOLIO: To be Placed Into Voluntary Liquidation
BIG SKY PRIVATE: Proofs of Claim Due Dec. 28
EMERALD ADVANTAGE: To Explain Winding Up Process Dec. 30
ENTEREAL LIMITED: To Authorize Liquidator to Retain Records
LOTUS GLOBAL (MASTER): DMS Corporate Services Named Liquidator
LOTUS GLOBAL (OVERSEAS): Shareholder Seeks Voluntary Liquidation
MAPLE GROUP: To Lay Wind Up Accounts Before Dec. 29 Meeting
MAPLE GROUP COMMERCIAL: To Hold Final Meetings Dec. 29
MAPLE STRATEGY: Final Meeting Set for Dec. 29
NAPOLEONE LTD: Creditors to Prove Claims
PACKARD MARKET: CFS Liquidators to Supervise Wind Up
PALM BEACH: DMS Corporate Services Chosen as Liquidator
PAN AMERICAN: To Hold Extraordinary Final Meeting Dec. 30
PROVIDENT PREMIER: Liquidator Selected for Wind Up
SUNRISE CAPITAL: To Appoint Olympia Capital as Liquidator
THE MERCHANT FUND: Shareholder Resolves to Liquidate
TRISTAN SECURITIES: To be Wound Up Voluntarily
YJSHIMADA INC: To Lay Accounts on Liquidation Dec. 30
C O L O M B I A
BAVARIA: SABMiller Raises Ownership to 97%
TELECOM: Telecom Italian Not Taking Part in Upcoming Auction
* COLOMBIA: MIF Okays $1,430,200 Loan
M E X I C O
BALLY TOTAL: Files Lawsuit in Delaware Court
BALLY TOTAL: Appoints Two New Board Members
BALLY TOTAL: SEC, Justice Dept. Inquiry Spur S&P's Watch Neg.
CALPINE CORP: Offering to Buy Back $400M of Sr. Sec. Notes
CALPINE CORP: Common Stock to Cease Trading on NYSE
CNI CANAL: Strikers Accept TV Azteca's Offer to Pay Back Wages
FORD MOTOR: Planned Closures Include Mexican Plant
GRUPO TMM: Commences Public Offering of 9 Million Shares
GRUPO TMM: KCS Commences Offering of $210M of Preferred Stock
TFM: KCS Changes Name, Restructures Management
P E R U
BANCO WIESE: Scotiabank Agrees to Acquire 80% of Banco Wiese
- - - - - - - -
=================
A R G E N T I N A
=================
ADSUM S.R.L.: Court Rules for Liquidation
-----------------------------------------
Buenos Aires' civil and commercial court ordered the liquidation
of Adsum 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 Mr. Santiago Manuel Quiben, the court-appointed
trustee.
Mr. Quiben will verify creditors' proofs of claim until Dec. 28,
2005. The verified claims will serve as basis for the individual
reports to be submitted in court on March 10, 2006. The
submission of the general report follows on April 21, 2006.
CONTACT: Adsum S.R.L.
Malabia 2174 Capital Federal
Mr. Santiago Manuel Quiben, Trustee
Esmeralda 783
Buenos Aires
AGUAS PROVINCIALES: Asking to Sell Stock to Local Investor
----------------------------------------------------------
Provincial water utility Aguas Provinciales de Santa Fe, which
is controlled by French group Suez, is seeking approval from
Public Works Mminister Alberto Hammerly to sell shares to a
local investor, reports Business News Americas.
The Company made the request in a note signed by CEO Alberto
Gregorini. The note did not mention the buyer of the stock but
it did refer to two companies that have been previously reported
to belong to the group of investors headed by businessman Sergio
Taselli: Centrales Termicas Sorrento and Petroquimica Capitan
Bermudez.
The note also makes specific reference to the 21.5% stake held
by Banco Galicia in Aguas Provinciales de Santa Fe. According to
the statutes of the utility, the bank would have first say on
buying the rest of the stock package, but it seems that it will
not exercise this right and Taselli's group will take control.
Taselli has already publicly announced his group's intention to
invest around US$60 million in the Company to buy the
shareholding of Suez and bring in Latinaguas and 5 de Septiembre
to run the water and sewerage services.
Suez will hold a shareholders assembly on December 15 to decide
on the sale of its water concession and it will not pull out
until at least that date.
Shareholders will also decide at the meeting whether to accept
the offer from the Taselli group, as well as the provincial
authorities proposal to hike water rates by 35% over three
years.
AMERICAN BODY: Debt Payments Halted, Set to Reorganize
------------------------------------------------------
Court No. 25 of Buenos Aires' civil and commercial court is
reviewing the merits of American Body Security S.A. petition to
reorganize. La Nacion recalls that the Company filed the
petition following cessation of debt payments since Aug. 31,
2004. Reorganization will allow American Body Security S.A. to
avoid bankruptcy by negotiating a settlement with its creditors.
Clerk No. 50 is assisting the court on the Company's case.
CONTACT: American Body Security S.A.
Tucuman 1657
Buenos Aires
AS SISTEMAS: Gets Court Approval for Reorganization
---------------------------------------------------
As Sistemas S.A. will begin reorganization following the
approval of its petition by Buenos Aires' civil and commercial
court. The opening of the reorganization will allow the Company
to negotiate a settlement with its creditors in order to avoid a
straight liquidation.
Mr. Benigno R. Fernandez will oversee the reorganization
proceedings as the court-appointed trustee. He will verify
creditors' claims until March 16, 2006. The validated claims
will be presented in court as individual reports on May 2, 2006.
Mr. Fernandez is also required by the court to submit a general
report essentially auditing the Company's accounting and
business records as well as summarizing important events
pertaining to the reorganization. The report will be presented
in court on June 14, 2006.
An Informative Assembly, the final stage of a reorganization
where the settlement proposal is presented to the Company's
creditors for approval, is scheduled for Nov. 28, 2006.
CONTACT: Mr. Benigno R. Fernandez, Trustee
Pte. J. E. Uriburu 1010
Buenos Aires
BORN CONSULTORA: Liquidates Assets to Pay Debts
-----------------------------------------------
Buenos Aires-based Born Consultora S.A. will begin liquidating
its assets following the pronouncement of the city's civil and
commercial court that the Company is bankrupt, reports Infobae.
The bankruptcy ruling places the Company under the supervision
of court-appointed trustee, Mr. Mario Gabriel Sogari. The
trustee will verify creditors' proofs of claim until March 2,
2006. The validated claims will be presented in court as
individual reports.
Mr. Sogari will also submit a general report, containing a
summary of the Company's financial status as well as relevant
events pertaining to the bankruptcy.
Dates for the submission of the reports are yet to be disclosed.
The bankruptcy process will end with the disposal of the
Company's assets in favor of its creditors.
CONTACT: Mr. Mario Gabriel Sogari, Trustee
Montevideo 708
Buenos Aires
CARDINALES S.A.: Judge Approves Bankruptcy
------------------------------------------
Cardinales S.A. was declared bankrupt after Court No. 14 of
Buenos Aires' civil and commercial tribunal endorsed the
petition of ABN Amro Bank NV Sucursal Argentina for the
Company's liquidation. Argentine daily La Nacion reports that
ABN Amro Bank NV Sucursal Argentina has claims totaling
$84,550.36 against Cardinales S.A.
The court assigned Mr. Pedro Valle to supervise the liquidation
process as trustee. Mr. Valle will validate creditors' proofs of
claim until March 9, 2006.
The city's Clerk No. 28 assists the court in resolving this
case.
CONTACT: Cardinales S.A.
Pacheco de Melo 2065
Buenos Aires
Mr. Pedro Valle, Trustee
Avenida de Mayo 1260
Buenos Aires
CHAMICAL S.R.L.: Enters Bankruptcy on Court Orders
--------------------------------------------------
Chamical S.R.L. enters bankruptcy protection after San Martin's
civil and commercial court ordered the Company's liquidation.
The order effectively transfers control of the Company's assets
to a court-appointed trustee who will supervise the liquidation
proceedings.
Infobae reports that the court selected Ms. Marta Irene
Nicoletti as trustee. Ms. Nicoletti will be verifying creditors'
proofs of claim until the end of the verification phase on Dec.
23, 2005.
Argentine bankruptcy law requires the trustee to provide the
court with individual reports on the forwarded claims and a
general report containing an audit of the Company's accounting
and business records. The individual reports will be submitted
on March 13, 2006 followed by the general report, which is due
on April 25, 2006.
CONTACT: Chamical S.R.L.
Libertad 7062
Jose Leon Suarez (San Martin)
Ms. Marta Irene Nicoletti, Trustee
Bartolome Mitre 3871
San Martin
DAYMONT S.A.: Liquidates Assets to Pay Debts
--------------------------------------------
Daymont S.A. will begin liquidating its assets following the
pronouncement of Buenos Aires' civil and commercial court that
the Company is bankrupt, Infobae reports.
The bankruptcy ruling places the Company under the supervision
of court-appointed trustee, Mr. Carlos Alberto Battaglia. The
trustee will verify creditors' proofs of claim until March 14,
2006. The validated claims will be presented in court as
individual reports.
Mr. Battaglia will also submit a general report, containing a
summary of the Company's financial status as well as relevant
events pertaining to the bankruptcy.
The bankruptcy process will end with the disposal of the
Company's assets in favor of its creditors.
CONTACT: Daymont S.A.
Alsina 943 Capital Federal
Mr. Carlos Alberto Battaglia, Trustee
Viamonte 1592
Buenos Aires
ENVAGRAF S.A.: Court Favors Involuntary Bankruptcy Motion
---------------------------------------------------------
Court No. 6 of Buenos Aires' civil and commercial tribunal
declared Envagraf S.A. bankrupt, says La Nacion. The ruling
comes in approval of the petition filed by the Company's
creditor, Iatillo S.A., for nonpayment of $40,038.87 in debt.
Trustee Gisela Corradini will examine and authenticate
creditors' claims until March 1, 2006. This is done to determine
the nature and amount of the Company's debts. Creditors must
have their claims authenticated by the trustee by the said date
in order to qualify for the payments that will be made after the
Company's assets are liquidated.
Clerk No. 12 assists the court on the case, which will conclude
with the liquidation of the Company's assets.
CONTACT: Envagraf S.A.
Talcahuano 750
Buenos Aires
Ms. Gisela Corradini, Trustee
Albania 4518
Buenos Aires
FARRAS OFFSET: Initiates Bankruptcy Proceedings
-----------------------------------------------
Mendoza's civil and commercial court declared Farras Offset
S.R.L. "Quiebra," reports Infobae.
Mr. Miguel Angel Orofino Dominguez, who has been appointed as
trustee, will verify creditors' claims until March 3, 2006 and
then prepare the individual reports based on the results of the
verification process.
The individual reports will then be submitted to court on April
26, 2006, followed by the general report on June 15, 2006.
CONTACT: Mr. Miguel Angel Orofino Dominguez, Trustee
Chile 1671
Ciudad de Mendoza (Mendoza)
HELADERIAS CITANOVA: Court Designates Trustee for Liquidation
-------------------------------------------------------------
Buenos Aires accountant Ms. Adriana Benzer was assigned trustee
for the liquidation of local company Heladerias Citanova S.R.L.,
relates Infobae.
Ms. Benzer will verify creditors' claims until March 7, 2006,
the source adds. After that, he will prepare the individual
reports, which are to be submitted in court. The trustee will
also submit a general report on the Company's bankruptcy case.
Dates for the presentation of the reports in court are yet to be
disclosed.
CONTACT: Ms. Adriana Benzer, Trustee
Montevideo 149
Buenos Aires
INDIAN S.A.: Court OKs Creditor's Bankruptcy Call
-------------------------------------------------
Indian S.A. entered bankruptcy after Court No. 15 of Buenos
Aires' civil and commercial tribunal approved a bankruptcy
motion filed by Mr. Ricardo Cheistwer, reports La Nacion. The
Company's failure to pay $1,000 in debt prompted the creditor to
file the petition.
Working with the city's Clerk No. 30, the court assigned Ms.
Liliana Quiroga as trustee for the bankruptcy process. The
trustee's duties include the authentication of the Company's
debts and the preparation of the individual and general reports.
Creditors are required to present their proofs of claim to the
trustee before March 13, 2006.
The Company's assets will be liquidated at the end of the
bankruptcy process to repay creditors. Payments will be based on
the results of the verification process.
CONTACT: Indian S.A.
Aguero 1948
Buenos Aires
Ms. Liliana Quiroga, Trustee
Terrero 1752
Buenos Aires
LUIS DAGAMETTI: Reorganization Proceeds to Bankruptcy
-----------------------------------------------------
The reorganization of Luis Dagametti y Cia. S.R.L. has
progressed into bankruptcy. Argentine news source Infobae
relates that Santa Fe's civil and commercial court ruled that
the Company is "Quiebra Decretada".
The court-appointed trustee will verify creditors' proofs of
claim.
The trustee will also prepare individual reports after the
verification process is completed. After the submission of
individual reports to the court, the trustee will then prepare a
general report on the Company's bankruptcy.
Dates for the end of the verification phase and the submission
of the reports are yet to be determined.
METROGAS: Rating Reflects Decision to Suspend Payments
------------------------------------------------------
Rationale
The 'D' rating on Metrogas S.A. reflects the company's decision
to suspend interest and principal payments on all of its
outstanding debt following the negative impact on its financial
profile of government intervention in the concessions pricing
mechanism (with the pesification and freeze of the tariffs) and
a severe devaluation of the Argentine peso in early 2002,
followed by high inflation levels. This situation has created a
significant mismatch between Metrogas' peso-denominated cash
flow and its mostly U.S. dollar- and Euro-denominated debt, and
led to the suspension of payments in March 2002. Furthermore,
there are still uncertainties about the company's cash-flow
generation potential, given that the renegotiation of the
concession contracts in Argentina, mandated by the government
after the pesification of the tariffs, is still pending.
On Nov. 9, 2005, Metrogas launched a new proposal to restructure
all its financial debt under an out-of-court agreement (Acuerdo
Preventivo Extrajudicial-APE), or under an out-of-court
restructuring agreement (Acuerdo de Reestructuraci˘n
Extrajudicial), or a combination of both, depending on
acceptance levels. The proposal includes around $460 million of
financial debt (bonds and bank loans) and comprises three
options, as follows:
- Cash option: up to $160 million (at a purchase price of $750
per $1,000 in principal);
- Series I Exchange Option: U.S. dollar-denominated,
aggregating 100% of the principal amount to be exchanged,
with final maturity in 2014, semiannual amortization
starting in June 2010, and 8% interest rate for years one to
six, and 9% after that; or
- Series II Exchange Option: Denominated in U.S. dollars,
Euros, and at the option of certain holders in Argentine
pesos, aggregating 105% of the principal amount to be
exchanged, with final maturity in 2014, semiannual
amortization starting in June 2012, and step-up interest
rate starting at 3% up to 8% in the eighth year for the
obligations denominated in dollars or Argentine pesos, and
at a market equivalent for the Euro-denominated obligations.
The expiration date of the APE solicitation is Dec. 12, 2005.
Standard & Poor's Ratings Services will closely monitor further
developments under the restructuring process and, once it is
completed, evaluate Metrogas' resulting repayment capacity to
determine the appropriate rating. If the proposal is successful,
Metrogas would benefit from a favorable debt maturity schedule,
without principal payments in the first five years. In addition,
the company's current cash generation of approximately $50
million after capital expenditures would allow it to cover
around 2x interests payments, assuming a relatively stable
exchange rate, and depending on the final restructuring results.
Since 2002, the natural gas regulatory framework in Argentina
was exposed to significant changes, which we expect to continue
in the medium term. The final effect of those changes on the
company's cash-generation ability is still uncertain. On Feb.
13, 2004, the Argentine government issued Decrees 180/2004 and
181/2004, introducing changes in the existing regulation.
Distributors could be negatively affected, as large industrial
and commercial consumers will have to buy natural gas directly
from producers or brokers, thus bypassing the distributors.
Although this does not affect the value added of distribution
charges collected by the distributors, it affects their ability
to use contracted capacity efficiently, and may affect margins.
During fiscal 2004 and the first nine months of 2005, demand
continued to grow, with 21.5% and 1.7% increases in Metrogas'
total volumes delivered, when compared to 2003 and the first
nine months of 2004, respectively. The growth of demand, in a
relatively moderate-inflation and stable U.S. dollar exchange
rate, resulted in increased cash generation and better operating
results for Metrogas: EBITDA margin reached 19.5% for the 12
months ended Sept. 30, 2005, from 17.8% in fiscal 2004 and 17.1%
in 2003. Nevertheless, Metrogas' future performance will remain
conditioned by the outcome of the renegotiation of its
concession contract and by the debt profile resulting from its
debt restructuring.
Metrogas is Argentina's largest natural gas distributor, serving
about 1.9 million customers through a 35-year exclusive
concession to distribute natural gas in the Buenos Aires
metropolitan region, Argentina's most densely populated area.
Liquidity
Although Metrogas had about $170 million in cash and short-term
investments as of Sept. 30, 2005, its financial flexibility and
liquidity positions are severely restricted given its current
default situation, and will remain constrained while the company
negotiates with creditors to adapt its interest burden and
maturity schedule to its current cash-flow generation. We expect
the company to use most of this cash in its restructuring
process.
Primary Credit Analyst: Luciano Gremone, Buenos Aires (54) 11-
4891-2143; luciano_gremone@standardandpoors.com
Secondary Credit Analyst: Pablo Lutereau, Buenos Aires (54) 114-
891-2125; pablo_lutereau@standardandpoors.com
METROVIAS: Workers Call Strike to Demand Pay Rise
-------------------------------------------------
Workers of Buenos Aires subway operator Metrovias SA went on
strike Monday, causing problems for evening commuters, reports
Dow Jones Newswires.
Local reports suggest that strikers are seeking a 58% increase
on their basic salaries of ARS900 ($299.50), ARS1,200 and
ARS1,900.
Union leaders are due to meet with officials from the Labor
Ministry this week to try to resolve the conflict. No time frame
has been given for lifting the strike.
Metrovias is a division of local infrastructure and services
company Clisa.
SELECTIVA APOYO: Files Voluntary Bankruptcy
-------------------------------------------
Selectiva Apoyo Empresario S.A., a company operating in Buenos
Aires, has filed voluntary bankruptcy after failing to pay its
liabilities since Oct. 3, 2005.
The case is pending before Court No. 12 of Buenos Aires' civil
and commercial court. Clerk No. 23 assists on this case.
CONTACT: Selectiva Apoyo Empresario S.A.
Corrientes 2330
Buenos Aires
XIN LIAN: Court Orders Liquidation
----------------------------------
Xin Lian Internacional S.A. prepares to wind-up its operations
following the bankruptcy pronouncement issued by a Buenos Aires
court. The declaration effectively prohibits the company from
administering its assets, control of which will be transferred
to a court-appointed trustee.
Infobae reports that the court appointed Mr. Federico Estrada as
trustee. Mr. Estrada will be reviewing creditors' proofs of
claim until Feb. 3, 2006. The verified claims will serve as
basis for the individual reports to be presented for court
approval. The trustee will also submit a general report of the
case.
CONTACT: Mr. Federico Estrada, Trustee
Uruguay 618
Buenos Aires
* BUENOS AIRES: Fitch Affirms 'B-' Ratings
------------------------------------------
Fitch Ratings has affirmed the 'B-' global scale foreign and
local currency unsecured debt ratings, including the euro
medium-term note (EMTN) program, of the City of Buenos Aires.
Fitch has also affirmed the city's 'B-' foreign and local
currency issuer rating. The Rating Outlook is Stable.
The mayor of the City of Buenos Aires, Anibal Ibarra, was
suspended last Nov. 14 by the city legislature, and now faces an
impeachment trial regarding his responsibility in the fire of a
Buenos Aires nightclub in December 2004. The city's
administration is now under the vice-mayor Jorge Telerman. Fitch
believes the political turmoil will not spill into a credit
risk, and expects continuity in the current fiscal and financial
policies.
As of September 2005, the city continues strengthening its
credit profile, through the achievement of an adequate internal
saving level, despite the expected increase in current and
capital expenditures. The city continues showing a strong
financial situation due to its high liquidity and sustainable
debt levels and debt repayment schedule after the successful
conclusion of the restructuring of the EMTN program last in
March 2003. The main concerns regarding the City of Buenos
Aires's credit profile are mainly risks associated to the
federal government's economic policies -- particularly exchange
rate levels and capital controls.
Preliminary results indicate that budgetary surplus for 2005
(after capital expenditures and debt services) should reach the
equivalent of US$150 million (7.3% of total revenues), 36% lower
than 2004's surplus as a result of expenses increasing at a
faster pace than revenues. After two years of tight expenditure
control and recovering revenues which allowed the city to
achieve a strong financial position, expenditures have increased
mainly through salary increases and higher capital investment.
Even so, the city has maintained fiscal stability and expects to
end 2005 with a cash balance of approximately US$450 million.
Projected 2006 budget estimates a nominal revenue increase of
17% and a raise of 30% in total expenditures, mainly in
infrastructure. The city estimates investments of US$400
million, funded with its fiscal results. Based on these premises
on revenues and expenditures, the city expects to reach a
surplus before amortization payments of US$4 million in 2006.
The city's strong financial position will allow it to meet 2006
debt services of approximately US$211 million (US$61 million in
interests and US$150 million of principal), allowing for a peso
devaluation of up to 3.3 ARS/US$.
Total debt of US$734.8 million as of September 2005 is comprised
mostly by the EMTN program series 1 to 5 (US$566 million) and
debt with multi and bilateral agencies (US$117 million). Debt
represents 36% of expected current revenues for 2005 and
continues the trend of net debt reduction observed in recent
years. The heftiest debt services will be during 2006 and 2007,
as series II and III begin to amortize capital, plus series V
which began capital amortization during 2005. Despite higher
financial needs, Fitch expects debt service to remain near a
comfortable level of 10% over current revenues. As 80% of debt
is denominated in foreign currency, exchange volatility remains
the city's main risk in terms of financial performance.
CONTACT: Fitch Ratings
Sofia Migueliz
Tel: +(0054) 11 5235-8100 (Argentina)
Alfredo Gomez Garza
Tel: +(0052) 81 8335-7179 (Mexico)
Christopher Kimble, 212-908-0226
(Media Relations, New York)
=============
B E R M U D A
=============
ANNUITY & LIFE: OKs Changes in Directors' Compensation
------------------------------------------------------
The Board of Directors (the Board) of Annuity and Life Re
(Holdings), Ltd. (the Company) approved on December 1, 2005
certain changes to the compensation structure for the Company's
non-employee directors to be effective January 1, 2006.
Currently, the Company's non-employee directors are paid a
$25,000 annual cash retainer each year on April 4 (or, if such
date is not a business day, on the next business day
thereafter). In addition, each non-employee director is entitled
to receive $1,500 per Board and committee meeting personally
attended. The Chairman of the Board (the Chairman) and each
Committee Chairman are entitled to receive an additional $500
for each such meeting chaired. The Company's non-employee
directors are not currently compensated for attending telephonic
meetings. At each Annual General Meeting of the Company's
shareholders, all directors whose terms are to continue also
receive immediately exercisable options to acquire 5,000 common
shares of the Company, and all directors are reimbursed for
travel and other expenses incurred in attending meetings of the
Board or its committees.
Pursuant to the changes to the compensation structure adopted on
December 1, 2005, effective January 1, 2006, the Company's non-
employee directors will be paid a $15,000 annual cash retainer
each year on April 4 (or, if such date is not a business day, on
the next business day thereafter). The Chairman will receive an
additional $15,000 cash retainer, bringing the Chairman's
aggregate annual cash retainer to $30,000. Also effective
January 1, 2006, each non-employee director will be entitled to
receive $2,500 per Board meeting personally attended, as well as
$500 per telephonic Board or committee meeting attended,
provided such telephonic meeting is more than 30 minutes long.
The Company's Initial Stock Option Plan has also been amended so
that, effective January 1, 2006, non-employee directors will no
longer receive annual grants of options to acquire common shares
of the Company. All directors will continue to be reimbursed for
travel and other expenses incurred in attending meetings of the
Board or its committees.
The 2005 Annual General Meeting of the Shareholders (the Annual
Meeting) of the Company was held on December 1, 2005. At the
Annual Meeting, the Company's shareholders approved the
consummation of the transactions contemplated by the Master
Agreement (the Agreement), dated August 10, 2005, by and among
Annuity and Life Reassurance America, Inc. and Annuity and Life
Reassurance, Ltd. (collectively, the Annuity Subsidiaries), each
a direct or indirect wholly owned operating subsidiary of the
Company, and Prudential Select Life Insurance Company of America
1 and Wilton Reinsurance Bermuda Limited (collectively, the
Wilton Subsidiaries), each a direct or indirect wholly owned
operating subsidiary of Wilton Re Holdings, Ltd. (Wilton). The
Agreement provides for the novation to or 100% coinsurance by
the Wilton Subsidiaries of the Annuity Subsidiaries' life and
annuity reinsurance treaties identified in the Agreement,
effective as of June 30, 2005. As of December 1, 2005, the
treaties identified in the Agreement comprised all of the
Annuity Subsidiaries' remaining reinsurance treaties. The
Company and Wilton intend to close the transactions contemplated
by the Master Agreement as expeditiously as possible, subject to
the receipt of certain third party consents and insurance
regulatory approval from the State of California.
At the Annual Meeting, the Company's shareholders also elected
Albert R. Dowden and William H. Mawdsley, III to serve as
directors of the Company, with terms expiring in 2008 and 2006,
respectively. Accordingly, the Company's board of directors
currently consists of Messrs. Dowden and Mawdsley, as well as
Martin A. Berkowitz, who serves as chairman of the board,
Michael P. Esposito, Jr. and Jeffrey D. Watkins. Also at the
Annual Meeting, the Company's shareholders ratified the
selection Marcum & Kliegman LLP as the Company's independent
registered public accounting firm for 2005 and authorized the
Company's Audit Committee to set the remuneration for Marcum &
Kliegman LLP.
CONTACT: Annuity & Life Re (Holdings), Ltd.
Cumberland House
1 Victoria St.
P.O. Box HM 98
Hamilton, HM AX
Bermuda
Phone: 441-296-7667
NIPPON IRIDIUM: Enters Bankruptcy
---------------------------------
KDDI Corporation has filed for the bankruptcy of Nippon Iridium
Corp.'s subsidiary in Bermuda with total liabilities worth
JPY10.1 billion (approximately US$83.5 million), according to
Jiji Press.
KDDI said it decided to file for the bankruptcy, as it was
unable to sell the premises of Nippon Iridium's phone base
station in Nagano Prefecture.
KDDI has already written off investments it had made in the
subsidiary.
Nippon Iridium ceased operations in March 2000 following the
bankruptcy of Iridium of the United States, which had been
leading the satellite-based mobile phone project. (Troubled
Company Reporter, Asia Pacific, Tuesday, Dec. 6, 2005, Vol. 8,
No. 241)
CONTACT: KDDI Corporation
10-10 Iidabashi 3-Chome
Chiyoda-Ku 102-0072
Tokyo 102-8401
Japan
Phone: +81 3 6678 0712
Fax: +81 3 3347 5845
Web site: http://www.kddi.com/english/index.html
PXRE GROUP: Announces Shelf Registration for Common Shares
-----------------------------------------------------------
PXRE Group Ltd. (NYSE: PXT) announced Monday that the Securities
and Exchange Commission declared the Company's selling
shareholder shelf registration statement ("Registration
Statement") effective at 9:00 am on December 5, 2005. As
previously announced, the Registration Statement was filed with
the Securities and Exchange Commission on November 22, 2005 to
register for resale 34,090,906 of the Company's Common Shares
that were issued (or that are issuable upon conversion of the
Company's Convertible Common Shares that were issued) in
exchange for all 375,000 of the Company's formerly outstanding
Series D Perpetual Non-Voting Preferred Shares.
Subject to, and in accordance with, the Securities Act of 1933
and other applicable securities laws, the selling shareholders
named in the Registration Statement are permitted to resell the
Common Shares covered by the Registration Statement in ordinary
brokerage transactions through the facilities of the New York
Stock Exchange, or in any other manner described in the "Plan of
Distribution" contained in the prospectus that is a part of the
Registration Statement. If, at any time, these Common Shares are
offered and sold by the holders thereof under the Registration
Statement, the Company will not receive any of the proceeds from
these sales by the selling shareholders.
With operations in Bermuda, the United States and Europe, PXRE
provides reinsurance products and services to a worldwide
marketplace. The Company's primary focus is providing property
catastrophe reinsurance and retrocessional coverage. The Company
also provides marine, aviation and aerospace products and
services. The Company's shares trade on the New York Stock
Exchange under the symbol "PXT."
CONTACT: PXRE Group Ltd.
John Modin, Chief Financial Officer
Tel: +1-441-296-5858
E-mail: john.modin@pxre.com
Investors: Jamie Tully
Citigate Sard Verbinnen
Tel: +1-212-687-8080
E-mail: jtully@sardverb.com
REFCO INC: Glancy Binkow & Goldberg LLP Issues Update on Lawsuit
----------------------------------------------------------------
Glancy Binkow & Goldberg LLP - representing shareholders of
Refco, Inc. - announces 7 days remaining to move to be a lead
plaintiff in the shareholder lawsuit. All persons and
institutions who purchased securities of Refco, Inc. ("Refco" or
the "Company") (Pink Sheets:RFXCQ) between August 11, 2005 and
October 18, 2005, inclusive (the "Class Period"), including
those who purchased the common stock of Refco pursuant and/or
traceable to the Company's initial public offering on August 11,
2005, may move the Court not later than November 21, 2005, to
serve as lead plaintiff, however, you must meet certain legal
requirements.
If you wish to receive a copy of the Complaint, or have any
questions concerning your rights or interests with respect to
these matters, contact:
Michael Goldberg, Esquire
GLANCY BINKOW & GOLDBERG LLP
1801 Avenue of the Stars
Suite 311, Los Angeles
California 90067
Telephone: (310) 201-9150
Toll Free: (888) 773-9224
E-mail: info@glancylaw.com
URL: http://www.glancylaw.com
The Complaint charges certain of the Company's officers and
directors with violations of federal securities laws. Refco
provides execution and clearing services for exchange-traded
derivatives and brokerage services in the fixed income and
foreign exchange markets in the United States, Bermuda and the
United Kingdom. On August 11, 2005, Refco and Refco insiders
completed an initial public offering of Refco common stock,
selling 26.5 million shares at $22 per share for proceeds of
$583 million. Two months later, on October 10, 2005, before the
market opened defendants revealed that the Company had been
carrying an undisclosed $430 million receivable from its Chief
Executive Officer, Defendant Phillip R. Bennett, and that
Bennett was taking a leave of absence and Company financial
statements issued since 2002 could no longer be relied upon.
This announcement shocked the market, driving down the price of
Refco shares from $28.56 per share to $15.60 per share on heavy
trading volume.
Three days later, on October 13, 2005, the Company issued a
press release announcing, among other things, a fifteen-day
moratorium on all activities, including customer withdrawals, of
Refco Capital Markets, Ltd. As a result of this news, Refco
stock declined an additional $2.95 per share on extremely heavy
volume. On October 17, 2005, Refco announced that the Company
and certain of its subsidiaries have filed for protection under
Chapter 11 of the United States Bankruptcy Code.
Plaintiff seeks to recover damages on behalf of Class members
and is represented by Glancy Binkow & Goldberg LLP, a law firm
with significant experience in prosecuting class actions, and
substantial expertise in actions involving corporate fraud.
If you are a member of the Class described above, you may move
the Court, not later than December 12, 2005, to serve as lead
plaintiff, however, you must meet certain legal requirements. If
you wish to discuss this action or have any questions concerning
this Notice or your rights or interests with respect to these
matters, contact:
Michael Goldberg, Esquire
GLANCY BINKOW & GOLDBERG LLP
1801 Avenue of the Stars
Suite 311, Los Angeles
California 90067
Telephone: (310) 201-9150
Toll Free: (888) 773-9224
E-mail: info@glancylaw.com
URL: http://www.glancylaw.com
=============
B O L I V I A
=============
AGUAS DEL ILLIMANI: Commission to Supervise Audit
-------------------------------------------------
A monitoring commission will be appointed to oversee the audit
of capital La Paz water utility concessionaire Aguas del
Illimani (AISA), Business News Americas suggests.
Alvaro Camacho, the head of basic services regulator Sisab, said
the commission will consist of representatives of residents
groups, the municipalities, the ministry of basic services VSB
and the regulator.
Meanwhile, the government has hired local accountants Pozo y
Asociados to carry out the audit that is expected to take three
months and will cover a complete review of AISA's tenure since
taking over the utility in 1997 under a 30-year concession.
Sisab was ordered to carry out a wide-ranging audit of AISA
after local residents groups launched a series of street
protests in 2003 against the concessionaire, alleging poor
service just six years into its concession.
The government had promised protestors it would seek the
rescission of the contract on the grounds that AISA, a
subsidiary of French group Suez, had failed to comply with its
investment obligations.
===========
B R A Z I L
===========
AES CORP: Rating Reflects Highly Leveraged Balance Sheet
--------------------------------------------------------
Rationale
The rating on The AES Corp. reflects the risks of its reliance
on substantive distributions from jurisdictions where
considerable regulatory and operating uncertainties exist to
support its parent-level debt, some exposure to merchant power
markets, and a highly leveraged, although improving, balance
sheet. Although the level of distributions to AES from operating
subsidiaries seems to have stabilized at around $1 billion, some
of those distributions are very speculative, including fairly
sizable distributions in 2004 from Venezuela ($77 million),
Nigeria ($33 million), and Argentina ($39 million). Also, 2004
distributions included a one-time distribution of about $100
million from subsidiary AES Gener S.A., representing the release
of trapped cash.
These risks are tempered by the diversification of AES'
portfolio, a stable base of cash flow coming from its
contractual generation businesses and its regulated utility,
Indianapolis Power & Light Co., and a history of strong
operations at its generation and distribution businesses.
Standard & Poor's Ratings Services expects North American-based
contract generation combined with Indianapolis Power & Light to
generate about $400 million in distributions annually over the
medium term.
AES has not filed its second- and third-quarter 2005 10Q, and is
in the process of restating its 2002, 2003, 2004, and first-
quarter 2005 financial statements. The company has obtained
waivers of defaults related to the inability to file from its
bank-lending group. Although Standard & Poor's does not expect
the restatements to affect our view of the credit, the inability
to resolve these issues in a timely manner is troubling. While
the outlook on the ratings remains positive due to the continued
execution of its deleveraging plan, an upgrade is unlikely until
the company has resolved its reporting issues. Also, given the
complexity of AES' financial structure, the transition to a new
CFO may be challenging, once Barry Sharp, AES' long-standing
CFO, resigns by the end of the year, although he will stay on in
a consulting role to aid this transition.
Liquidity
AES has stated that it will target $400 million to $600 million
of available liquidity. The company continues to make
investments in subsidiaries. One concern is the effect on
liquidity that collateral postings on behalf of AES Eastern
would have on parent liquidity. As of Sept. 30, 2005, AES
Eastern reported that about $230 million of LOCs for collateral
postings have been drawn from AES' parent revolving credit
facility. Parent-free cash flow (distributions less all parent
expenses including interest, but before any investments into
subsidiaries) was $63 million for first-quarter 2005. Standard &
Poor's continues to expect AES to generate substantial parent-
free cash flow in 2005.
AES' parent-level debt maturity profile is very manageable. AES
has no parent-level maturities until 2008, and then has $415
million in 2008, and $467 million in 2009. AES' $650 million
revolving credit facility is due in 2010. AES' liquidity
facilities currently contain no rating triggers. AES' bank loans
contain a number of financial covenants, including parent
operating cash flow to corporate charges, and recourse debt to
cash flow. AES was well within those covenants as of Sept. 30,
2005. Because of its inability to file financial statements, AES
is currently in default under these facilities, and it has
obtained waivers of the default until Dec. 31, 2005.
Recovery analysis
Standard & Poor's opinion on recovery prospects in bankruptcy is
reflected in the differentials between the debt ratings and the
corporate credit ratings. Standard & Poor's does not rate AES'
secured bank debt (revolving credit facility and term loan) and
makes no representation regarding its recovery prospects.
Including undrawn bank debt, AES currently has about $850
million of first-lien debt (including undrawn revolver amounts).
The collateral package consists of 100% of AES' equity interests
in its domestic businesses and 65% of the equity in its foreign
businesses.
Standard & Poor's rating on AES' $1.8 billion second-priority
notes indicates the expectation for substantial recovery (80% to
100%) of principal in a default scenario. However, Standard &
Poor's is not confident enough in the prospects for full
recovery to warrant raising the rating above the corporate
credit rating. Under the terms of this financing, AES has
capacity for a total of $350 million of additional secured
(first- or second-lien) debt.
The 'B-' rating on all classes of unsecured debt (i.e., two
notches below the corporate credit rating), and the 'CCC+'
rating on AES' trust-preferred securities reflect the large
amount of priority debt (first and second lien) ahead of these
holders and, thus, the extremely dim prospects for recovery in a
bankruptcy scenario.
Outlook
The outlook on AES is positive. AES' stated plans for continued
debt reduction lead Standard & Poor's to conclude that credit
metrics are likely to improve, and, as a result, the rating is
more likely to improve than remain the same or deteriorate over
a one- to three-year time horizon. An upgrade will not occur
before AES resolves its reporting issues. AES' management team
has demonstrated a commitment to restoring the company's credit
quality and moved away from a strategy of aggressive expansion
toward a focus on its core competency of operations. AES will
need to invest in new businesses to maintain and expand its
dividend stream, and any upgrade would be predicated on such
investments being credit neutral or enhancing. To the extent
that new businesses are financed in a manner that deteriorates
credit quality, an outlook revision to stable at the current
rating level could result.
Primary Credit Analyst: Scott Taylor, New York (1) 212-438-2057;
scott_taylor@standardandpoors.com
LOCALIZA RENT: Moody's Withdraws All Ratings
--------------------------------------------
Moody's Investors Service has withdrawn all ratings for Localiza
Rent a Car S.A. for business reasons.
TCP: Directors Approve Corporate Restructuring
----------------------------------------------
The Board of Directors of Telesp Celular Participacoes S.A.
("TCP"), Tele Centro Oeste Celular Participacoes S.A. ("TCO"),
Tele Sudeste Celular Participacoes S.A. ("TSD"), Tele Leste
Celular Participacoes S.A. ("TLE") and Celular CRT Participacoes
S.A. ("CRT Part."), announced that, in meetings held on December
4, 2005, they approved the proposal to carry out a Corporate
Restructuring. The various steps involved in the Restructuring,
described herein, will became effective following approval in
the respective Extraordinary Shareholders' Meetings (EGM) which
are scheduled for February 8, 2006.
The Vivo restructuring will consist of the merger of shares of
TCO into TCP and the merger of TSD, TLE and CRT Part. into TCP,
which will be renamed Vivo Participacoes S.A.
As a consequence of such restructuring, shareholders of the TCO,
TSD, TLE and CRT Part. will receive shares of TCP, in accordance
with the exchange ratios determined based on the respective
valuations undertaken by Goldman Sachs & Companhia ("laudos de
avaliacao").
Benefits of restructuring for Shareholders
The Companies believe that the Corporate Restructuring, which
will result in the concentration of the shareholders in one
public company to be named Vivo Participacoes S.A., listed on
the Sao Paulo Stock Exchange (Bovespa) and NYSE, will simplify
the current organizational structure, reducing costs and
creating value for the shareholders. The most relevant benefits
include:
Consolidation of Vivo's position: The shareholder restructuring
is a major step in the consolidation of Vivo as the leading
Brazilian mobile operator.
Simplified Organization: The incorporation of the Companies for
the Vivo Group simplifies the current organizational structure,
allowing an increase in the operational efficiency, a
simplification of internal procedures and further transparency
in the management of the company as well as the corporative
governance.
Further Synergies: The Company believes that the shareholder
restructuring will create important synergies.
Lower Stock Exchange Fees: A single listing for Vivo
Participacoes S.A should reduce current costs linked to the
maintenance of the listing of the other four listed companies.
Increasing Shares Liquidity: It is expected that the
concentration of the current shareholder bases of the companies
into one publicly listed company, Vivo Participacoes, will
provide an increase in the share liquidity in the markets in
which it is listed, enhancing the liquidity and visibility on
the Bovespa and on the NYSE.
Transaction Highlights
- The proposed exchange ratios relating to the Corporate
Restructuring are as follows:
3.0830 new shares or ADS of TCP for every 1 share or ADS of TCO
3.2879 new shares or ADS of TCP for every 1 share or ADS of TSD
3.8998 new shares or ADS of TCP for every 1 share or ADS of TLE
7.0294 new shares of TCP for every 1 share of CRT Part.
- Holders of voting shares (ON shares) will receive new voting
shares, and holders of preferred shares (PN shares) or ADSs
representing PN shares will receive new PN shares or ADSs,
respectively, of TCP, which will be renamed Vivo Participacoes
S.A.
- The Extraordinary General Meeting to approve the transaction
is scheduled to be held on February 8, 2006.
- After the Extraordinary General Meeting upon approval of the
transaction the mergers will become effective. The Companies
TSD, TLE and CRT Part. will be merged into TCP and will cease to
exist. TCO will become wholly-owned subsidiary of TCP.
- Holders of ON shares and PN shares of TCP and TSD and ON
shares of CRT Part., TLE and TCO that dissent from the Corporate
Restructuring will have the appraisal rights with respect to
shares they are proven to hold on the date of the communication
of the "Fato Relevante" relating to the Corporate Restructuring.
- The period to exercise the appraisal rights is 30 days from
the date of publication of the minutes of the EGMs.
The rights of the shareholders of TCP, TCO, TSD, TLE and CRT
Part. will remain unchanged in relation to interest on
shareholders' equity and dividends relating to the fiscal year
of 2005, if the companies have a profit balance to distribute.
In this regard, the Boards of Directors of TCO, TSD and CRT
Part. approved in the meetings held on December 4,2005 the
payment of interest on shareholders' equity, and the Boards of
TCO and CRT Part. also approved the payment of interim
dividends, in each case related to the fiscal year of 2005,
assuring to the shareholders the payment of the minimum
mandatory dividends contemplated in the bylaws for the fiscal
year of 2005.
The new TCP shares (ON and PN) which will be issued in
substitution for the TCO, TSD, TLE and CRT Part. shares, will
have the same rights that the outstanding TCP ON and PN shares
had Monday.
Advisors and appraisers
Goldman Sachs was retained by TCP as the investment bank
responsible for providing the economic valuation reports of TCP,
TCO, TSD, CRT Part. and TLE ("laudos de avaliacao"), which were
the basis for the Board of Directors of TCP to define the
exchange ratios for the proposed mergers.
Merrill Lynch was hired by TCP to advise it on aspects of the
transactions. UBS was hired by TCO, TSD, CRT Part. and TLE to
act as their advisor in connection with the transactions.
Planconsult Planejamento e Consultoria was hired by TCP and was
responsible for providing the Vivo Companies' valuation
according to the book values at market prices.
Machado, Meyer, Sendacz, Opice Advogados and Simpson Thacher &
Bartlett LLP, were hired by the Vivo companies to provide legal
advice on the transaction.
Deloitte Touche Tohmatsu Auditores Independentes, the Vivo
Companies' independent auditors, were retained to audit the
financial statements which have been used to determine certain
accounting values necessary for the transactions.
Notice in accordance with SEC regulations: This press release is
not an offering document and does not constitute an offer to
sell or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval. Investors in American
Depositary Shares of TCP, TCO, TSD and TLE and U.S. holders of
ordinary shares and preferred shares of TCP, TCO, TSD, TLE and
CRT Part. and, together with TCP, TCO, TSD and TLE, the
"Companies") are urged to read the U.S. prospectus applicable to
that Company (or, in the case of holders of ADSs or shares of
TCP, other applicable information disseminated by TCP) when it
becomes available, because they will contain important
information. The U.S. prospectuses prepared for holders of ADSs
of TCO, TSD and TLE and for U.S. holders of ordinary shares and
preferred shares of TCO, TSD, TLE and CRT Part. will be filed
with the SEC as part of Registration Statements on Form F-4 of
TCP. Investors and security holders may obtain a free copy of
the applicable U.S. prospectus (when available) and other
documents filed by TCP with the SEC at the SEC's website at
www.sec.gov. A copy of the applicable U.S. prospectus (when
available) may also be obtained for free from TCP.
For more information about the Corporate Restructuring,
investors should consult the Relevant Fact released Monday,
which provides more details regarding the transaction. The
Relevant Fact, which will be published on December 6, 2005 in
the newspaper Gazeta Mercantil, is also available on the
websites of the Companies.
CONTACT: Telesp Celular Participacoes S.A.
Charles Allen
Head of Investor Relations
Phone: 55-11-5105-1172
E-mail: ir@vivo.com.br
VARIG: Restructuring Draws Several Investors
--------------------------------------------
The restructuring of ailing flagship airline Viacao Aerea Rio-
Grandense (Varig) has attracted 12 potential investors, Dow
Jones Newswires reports, citing the president of trustees for
the airline's controller, Fundacao Rubem Berta.
"We have a number of interested parties. I can't comment on
negotiations in progress but things are moving forward," Cesar
Curi, president of the trustees, was quoted as saying.
Varig has until Jan. 8 to reach an agreement with a new partner
and submit a plan to pull the firm out of debt.
The Company filed for a judicial reorganization proceeding under
the New Bankruptcy and Restructuring Law of Brazil on June 17,
2005 under the weight of a debt load of approximately BRL7.7
billion (US$3.4 billion).
Last month, Varig closed a deal to sell its profitable cargo and
maintenance subsidiaries to a consortium led by Portuguese
airline TAP for US$62 million in order to avoid the repossession
of a number of its jets in the U.S.
===========================
C A Y M A N I S L A N D S
===========================
APLOS PARTNERS: Shareholder Seeks Voluntary Liquidation
-------------------------------------------------------
APLOS PARTNERS (OFFSHORE), LTD.
(In Voluntary Liquidation)
The Companies Law (2004 Revision)
TAKE NOTICE that the following special resolution was passed by
the sole shareholder of the above-named Company on 17th November
2005
THAT the Company be placed in voluntary winding up and that dms
Corporate Services Ltd. of Ansbacher House, 2nd floor, 20
Genesis Close, George Town, Grand Cayman, be and is hereby
appointed liquidator of the Company.
Creditors of the above named Company are to prove their debts or
claims on or before 28th December 2005, and to establish any
title they may have under the Companies Law (2004 Revision), or
to be excluded from the benefit of any distribution made before
the debts are proved or from objecting to the distribution.
CONTACT: DMS CORPORATE SERVICES LTD.
Voluntary Liquidator
Contact for enquiries: Tammy Seymour
Telephone: (345) 946 7665
Facsimile: (345) 946 7666
Address for service:
Ansbacher House
P.O. Box 31910 SMB, Grand Cayman
APLOS (MASTER FUND): Commences Voluntary Wind Up
------------------------------------------------
APLOS (MASTER FUND), LTD.
(In Voluntary Liquidation)
The Companies Law (2004 Revision)
TAKE NOTICE that the following special resolution was passed by
the sole shareholder of the above-named Company on 17th November
2005:
THAT the Company be placed into voluntary winding up and that
dms Corporate Services Ltd. of Ansbacher House, 2nd floor, 20
Genesis Close, George Town, Grand Cayman, be and is hereby
appointed liquidator of the Company.
Creditors of the above named Company are to prove their debts or
claims on or before 28th December 2005, and to establish any
title they may have under the Companies Law (2004 Revision), or
to be excluded from the benefit of any distribution made before
the debts are proved or from objecting to the distribution.
CONTACT: DMS CORPORATE SERVICES LTD.
Voluntary Liquidator
Contact for enquiries: Tammy Seymour
Telephone: (345) 946 7665
Facsimile: (345) 946 7666
Address for service:
Ansbacher House
P.O. Box 31910 SMB, Grand Cayman
ARAMUS PORTFOLIO: To be Placed Into Voluntary Liquidation
---------------------------------------------------------
ARAMUS PORTFOLIO, LTD.
(In Voluntary Liquidation)
The Companies Law (as revised)
TAKE NOTICE that the following special resolutions were passed
by the shareholders of the above-mentioned company at an
extraordinary meeting held on 18th November 2005:
THAT the company be placed into voluntary liquidation
forthwith;" and "THAT CFS Liquidators Ltd., of Windward 1,
Regatta Office Park, West Bay Road, P.O. Box 31106 SMB, Grand
Cayman, Cayman Islands, be appointed liquidator(s), jointly and
severally, for the purposes thereof.
Creditors of the company are to prove their debts or claims on
or before 28th December 2005, and to establish any title they
may have under the Companies Law (2003 Revision), or to be
excluded from the benefit of any distribution made before the
debts are proved or from objecting to the distribution.
CONTACT: CFS LIQUIDATORS LTD
Contact for enquiries: M David Makin
Telephone: (345) 949 - 3977
Facsimile: (345) 949 - 3877
Address for service:
CFS Liquidators Ltd.
C/O Windward 1, Regatta Office Park
West Bay Road, P.O. Box 31106 SMB
Grand Cayman, Cayman Islands
BIG SKY PRIVATE: Proofs of Claim Due Dec. 28
--------------------------------------------
BIG SKY PRIVATE EQUITY, LTD.
(In Voluntary Liquidation)
The Companies Law (2004 Revision)
TAKE NOTICE that the following special resolution was passed by
the sole shareholder of the above-named Company on 17th November
2005:
THAT the Company be placed into voluntary winding up and that
dms Corporate Services Ltd. of Ansbacher House, 2nd floor, 20
Genesis Close, George Town, Grand Cayman, be and is hereby
appointed liquidator of the Company.
Creditors of the above named Company are to prove their debts or
claims on or before 28th December 2005, and to establish any
title they may have under the Companies Law (2004 Revision), or
to be excluded from the benefit of any distribution made before
the debts are proved or from objecting to the distribution.
CONTACT: DMS CORPORATE SERVICES LTD.
Voluntary Liquidator
Contact for enquiries: Tammy Seymour
Telephone: (345) 946 7665
Facsimile: (345) 946 7666
Address for service:
Ansbacher House
P.O. Box 31910 SMB, Grand Cayman
EMERALD ADVANTAGE: To Explain Winding Up Process Dec. 30
--------------------------------------------------------
EMERALD ADVANTAGE OFFSHORE FUND, LTD.
(In Voluntary Liquidation)
The Companies Law (2003 Revision)
Pursuant to section 145 of the Companies Law (2003 Revision),
the final general meeting of the sole shareholder of this
company will be held at the registered office of the company on
30th December 2005.
Business:
1. To lay accounts before the meeting, showing how the winding
up has been conducted and how the property has been disposed of,
as at final winding up on 30th December 2005.
2. To authorize the liquidators to retain the records of the
company for a period of five years from the dissolution of the
company after which they may be destroyed.
Proxies: Any person who is entitled to attend and vote at this
meeting may appoint a proxy to attend and vote in his stead. A
proxy need not be a member or a creditor.
CONTACT: CFS LIQUIDATORS LTD.
Contact for enquiries: Victor Murray
Telephone: (345) 949 - 3977
Facsimile: (345) 949 - 3877
Address for service:
CFS Liquidators Ltd.
c/o Windward 1, Regatta Office Park
West Bay Road, P.O. Box 31106 SMB
Grand Cayman, Cayman Islands
ENTEREAL LIMITED: To Authorize Liquidator to Retain Records
-----------------------------------------------------------
ENTEREAL LIMITED
(In Liquidation)
The Companies Law (2004 Revision)
Pursuant to Section 145 of the Companies Law (2004 Revision),
the final meeting of the shareholders of this company will be
held on 30th December 2005 at the office of Scotiabank & Trust
(Cayman) Ltd, Scotiabank Building, 6 Cardinall Avenue, George
Town, Grand Cayman
Business:
1. To lay accounts before the meeting showing how the winding up
has been conducted and how the property has been disposed of to
the date of final winding up on 30th December 2005.
2. To authorize the liquidator to retain the records of the
company for a period of five years from the dissolution of the
company, after which they may be destroyed.
Proxies: Any person who is entitled to attend and vote at this
meeting may appoint a proxy to attend and vote in his stead. A
proxy need not be a member or creditor.
CONTACT: MAHESWARAN NAGENDRAM
Voluntary Liquidator
LOTUS GLOBAL (MASTER): DMS Corporate Services Named Liquidator
--------------------------------------------------------------
LOTUS GLOBAL MULTI-STRATEGY MASTER FUND
(In Voluntary Liquidation)
The Companies Law (2004 Revision)
TAKE NOTICE that the following special resolution was passed by
the sole shareholder of the above-named Company on 27th October
2005:
THAT dms Corporate Services Ltd., P.O. Box 31910 SMB, Grand
Cayman, be and is hereby appointed liquidator of the Company and
is authorized to take all necessary steps for the purposes of
such winding up.
Creditors of the above named Company are to prove their debts or
claims on or before 28th December 2005, and to establish any
title they may have under the Companies Law (2004 Revision), or
to be excluded from the benefit of any distribution made before
the debts are proved or from objecting to the distribution.
CONTACT: DMS CORPORATE SERVICES LTD.
Voluntary Liquidator
Contact for enquiries: Tammy Seymour
Telephone: (345) 946 7665
Facsimile: (345) 946 7666
Address for service:
Ansbacher House
P.O. Box 31910 SMB, Grand Cayman
LOTUS GLOBAL (OVERSEAS): Shareholder Seeks Voluntary Liquidation
----------------------------------------------------------------
LOTUS GLOBAL MULTI-STRATEGY OVERSEAS FUND
(In Voluntary Liquidation)
The Companies Law (2004 Revision)
TAKE NOTICE that the following special resolution was passed by
the sole shareholder of the above-named Company 27th October
2005:
THAT dms Corporate Services Ltd., P.O. Box 31910 SMB, Grand
Cayman, be and is hereby appointed liquidator of the Company and
is authorized to take all necessary steps for the purposes of
such winding up.
Creditors of the above named Company are to prove their debts or
claims on or before 28th December 2005, and to establish any
title they may have under the Companies Law (2004 Revision), or
to be excluded from the benefit of any distribution made before
the debts are proved or from objecting to the distribution.
CONTACT: DMS CORPORATE SERVICES LTD.
Voluntary Liquidator
Contact for enquiries: Tammy Seymour
Telephone: (345) 946 7665
Facsimile: (345) 946 7666
Address for service:
Ansbacher House
P.O. Box 31910 SMB, Grand Cayman
MAPLE GROUP: To Lay Wind Up Accounts Before Dec. 29 Meeting
-----------------------------------------------------------
MAPLE GROUP COMMERCIAL FINANCE FUND V LTD.
(In Voluntary Liquidation)
(The Company)
The Companies Law (2004 Revision)
Pursuant to section 145 of the Companies Law (2004 Revision),
the final meeting of the shareholder of the Company will be held
at 4th Floor, Bermuda House, Dr. Roy's Drive, Grand Cayman, on
29th December 2005 at 10:15am.
Business:
1. To lay accounts before the meeting, showing how the winding
up has been conducted and how the property has been disposed of,
as at the final winding up on 29th December 2005.
Proxies: Any person who is entitled to attend and vote at this
meeting may appoint a proxy to attend and vote in his stead. A
proxy need not be a member or creditor.
CONTACT: GORDON I. MACRAE
Joint Voluntary Liquidator
Contact for enquiries: Korie Drummond
Kroll (Cayman) Limited, 4th Floor
Bermuda House, Dr. Roy's Drive
Grand Cayman
Telephone: (345) 946-0081
Fax: (345) 946-0082
MAPLE GROUP COMMERCIAL: To Hold Final Meetings Dec. 29
------------------------------------------------------
MAPLE GROUP COMMERCIAL FINANCE FUND II LTD.
MAPLE GROUP COMMERCIAL FINANCE FUND IV LTD.
(In Voluntary Liquidation)
(together, the Companies)
The Companies Law (2004 Revision)
Pursuant to section 145 of the Companies Law (2004 Revision),
the final meetings of the Companies will be held at 4th Floor,
Bermuda House, Dr. Roy's Drive, Grand Cayman, on 29th December
2005 at 10am.
Business:
1. To lay accounts before the meetings, showing how the winding
up have been conducted and how the property has been disposed
of, as at the final winding up on 29th December 2005.
Proxies: Any person who is entitled to attend and vote at this
meeting may appoint a proxy to attend and vote in his stead. A
proxy need not be a member or creditor.
CONTACT: GORDON I. MACRAE
Joint Voluntary Liquidator
Contact for enquiries: Korie Drummond
Kroll (Cayman) Limited, 4th Floor
Bermuda House, Dr. Roy's Drive
Grand Cayman
Telephone: (345) 946-0081
Fax: (345) 946-0082
MAPLE STRATEGY: Final Meeting Set for Dec. 29
---------------------------------------------
Maple Strategy Fund "C" SPC
And
Maple Group Commercial Finance Fund III Ltd.
(In Voluntary Liquidation)
The Companies Law (2004 Revision)
Pursuant to section 145 of the Companies Law (2004 Revision),
the final meetings of the Companies will be held at 4th Floor,
Bermuda House, Dr. Roy's Drive, Grand Cayman, on December 29,
2005 at 10:30 a.m.
Business:
1. To lay accounts before the meetings, showing how the winding
up have been conducted and how the property has been disposed
of, as at the final winding up on December 29, 2005.
Proxies: Any person who is entitled to attend and vote at this
meeting may appoint a proxy to attend and vote in his stead. A
proxy need not be a member or creditor.
CONTACT: Mr. Gordon I. Macrae, Joint Voluntary Liquidator
Korie Drummond
Kroll (Cayman) Limited, 4th Floor
Bermuda House, Dr. Roy's Drive
Grand Cayman
Telephone: (345) 946-0081
Fax: (345) 946-0082
NAPOLEONE LTD: Creditors to Prove Claims
----------------------------------------
Napoleone Ltd.
(In Voluntary Liquidation)
The Companies Law (as revised)
TAKE NOTICE that the following special resolutions were passed
by the shareholders of Napoleone Ltd. at an extraordinary
meeting held on November 7, 2005:
RESOLVED THAT the Company be voluntarily wound up and that Paolo
Giacomelli of MBT Trustees Ltd., Grand Cayman, be appointed as
liquidator of the Company for that purpose.
Creditors of the Company are to prove their debts or claims on
or before December 28, 2005, and to establish any title they may
have under the Companies Law (2003 Revision), or to be excluded
from the benefit of any distribution made before the debts are
proved or from objecting to the distribution.
CONTACT: Mr. Paolo Giacomelli, Voluntary Liquidator
Paolo Giacomelli
P.O. Box 30622 SMB, Grand Cayman
Cayman Islands
Telephone: (345) 949 8859
Facsimile: (345) 949 9793/4
PACKARD MARKET: CFS Liquidators to Supervise Wind Up
----------------------------------------------------
Packard Market Neutral Fund, Ltd
(In Voluntary Liquidation)
The Companies Law (as revised)
TAKE NOTICE that the following special resolutions were passed
by the shareholders of Packard Market Neutral Fund, Ltd at an
extraordinary meeting held on November 17, 2005.
THAT the company be placed into voluntary liquidation forthwith
and that CFS Liquidators Ltd., of Windward 1, Regatta Office
Park, West Bay Road, P.O. Box 31106 SMB, Grand Cayman, Cayman
Islands, be appointed liquidator(s), jointly and severally, for
the purposes thereof.
Creditors of the Company are to prove their debts or claims on
or before December 28, 2005, and to establish any title they may
have under the Companies Law (2003 Revision), or to be excluded
from the benefit of any distribution made before the debts are
proved or from objecting to the distribution.
CONTACT: CFS Liquidators Ltd, Liquidator
M David Makin
C/O Windward 1, Regatta Office Park
West Bay Road, P.O. Box 31106 SMB
Grand Cayman, Cayman Islands
Telephone: (345) 949 - 3977
Facsimile: (345) 949 - 3877
PALM BEACH: DMS Corporate Services Chosen as Liquidator
-------------------------------------------------------
Palm Beach Finance Offshore Fund Ltd.
(In Voluntary Liquidation)
The Companies Law (2004 Revision)
TAKE NOTICE that the following special resolution was passed by
the sole shareholder of Palm Beach Finance Offshore Fund Ltd. on
November 17, 2005:
THAT the Company be and hereby is placed into voluntary
liquidation and that dms Corporate Services Ltd. of Ansbacher
House, #20 Genesis Close, 2nd floor, P.O. Box 31910 SMB, Grand
Cayman, Cayman Islands, be and is hereby appointed liquidator to
act for the purposes of such liquidation.
Creditors of Palm Beach Finance Offshore Fund Ltd. are to prove
their debts or claims on or before December 28, 2005, and to
establish any title they may have under the Companies Law (2004
Revision), or to be excluded from the benefit of any
distribution made before the debts are proved or from objecting
to the distribution.
CONTACT: dms Corporate Services Ltd., Voluntary Liquidator
Tammy Seymour
Ansbacher House
P.O. Box 31910 SMB, Grand Cayman
Telephone: (345) 946 7665
Facsimile: (345) 946 7666
PAN AMERICAN: To Hold Extraordinary Final Meeting Dec. 30
---------------------------------------------------------
Pan American Resources Ltd.
(In Voluntary Liquidation)
The Companies Law (2004 Revision)
NOTICE IS HEREBY GIVEN, pursuant to Section 145 of the Companies
Law that the extraordinary final meeting of the sole shareholder
of Pan American Resources Ltd. will be held at Butterfield
House, Fort Street, George Town, Grand Cayman, on December 30,
2005 at 10:30 a.m.
Business:
1. To lay accounts before the meeting showing how the winding up
has been conducted and how the property has been disposed of, as
at final winding up on December 30, 2005.
2. To authorize the liquidators to retain the records of the
Company for a period of seven years from the dissolution of the
Company, after which they may be destroyed.
Proxies: Any person who is entitled to attend and vote at this
meeting may appoint a proxy to attend and vote in his stead. A
proxy need not be a member or creditor.
CONTACT: Messrs. John L. Herod and Robert N. Forster
Joint Voluntary Liquidators
P.O. Box 705, George Town, Grand Cayman
Cayman Islands
Kathryn Myles
Phone: 345-949-7055
Fax: 345-949-7004
PROVIDENT PREMIER: Liquidator Selected for Wind Up
--------------------------------------------------
Provident Premier Fund Ltd.
(In Voluntary Liquidation)
The Companies Law (2004 Revision)
TAKE NOTICE that the following special resolution was passed by
the sole shareholder of Provident Premier Fund Ltd. on November
1, 2005:
THAT dms Corporate Services Ltd. be appointed as liquidator of
the Company.
Creditors of Provident Premier Fund Ltd. are to prove their
debts or claims on or before December 28, 2005, and to establish
any title they may have under the Companies Law (2004 Revision),
or to be excluded from the benefit of any distribution made
before the debts are proved or from objecting to the
distribution.
Date of Liquidation: November 1, 2005
CONTACT: DMS Corporate Services Ltd., Voluntary Liquidator
Tammy Seymour
Ansbacher House
P.O. Box 31910 SMB, Grand Cayman
Telephone: (345) 946 7665
Facsimile: (345) 946 7666
SUNRISE CAPITAL: To Appoint Olympia Capital as Liquidator
---------------------------------------------------------
Sunrise Capital Currency Offshore SPC
(In Voluntary Liquidation)
The Companies Law (as revised)
TAKE NOTICE that the following resolution was passed by the
shareholder of Sunrise Capital Currency Offshore SPC as a
special resolution dated November 7, 2005:
1. VOLUNTARY LIQUIDATION: to place the Company in voluntary
liquidation in accordance with the provisions of section 132 (b)
of the Cayman Islands Law (2004 Revision).
2. APPOINTMENT OF LIQUIDATOR: to appoint liquidator of the
company Olympia Capital (Cayman) Limited (the Liquidator).
NOTICE IS HEREBY GIVEN that the creditors of Sunrise Capital
Currency Offshore SPC, which is being wound up voluntarily, are
required on or before December 29, 2005 to send in their names
and addresses and the particulars of their debts or claims and
the names and addresses of their attorneys-at-law (if any) to
the undersigned, the liquidator of the said company and if so
required by notice in writing from the said liquidator either by
their attorneys-at-law or personally to come in and prove the
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.
CONTACT: Olympia Capital (Cayman) Limited
Voluntary Liquidator
Carolynn D. Hiron or Sasha Castle
Olympia Capital (Cayman) Limited
Williams House, 20 Reid Street
Hamilton HM11, Bermuda
Telephone: (441) 298 - 5034
THE MERCHANT FUND: Shareholder Resolves to Liquidate
----------------------------------------------------
The Merchant Fund Ltd.
(In Voluntary Liquidation)
The Companies Law (2004 Revision)
TAKE NOTICE that the following special resolution was passed by
the sole shareholder of The Merchant Fund Ltd. on November 16,
2005:
THAT the Company be and hereby is placed into voluntary
liquidation and that dms Corporate Services Ltd. of Ansbacher
House, #20 Genesis Close, 2nd floor, P.O. Box 31910 SMB, Grand
Cayman, Cayman Islands, be and is hereby appointed liquidator to
act for the purposes of such liquidation.
Creditors of The Merchant Fund Ltd. are to prove their debts or
claims on or before December 28, 2005, and to establish any
title they may have under the Companies Law (2004 Revision), or
to be excluded from the benefit of any distribution made before
the debts are proved or from objecting to the distribution.
Date of Liquidation: November 16, 2005
CONTACT: DMS Corporate Services Ltd., Voluntary Liquidator
Tammy Seymour
Ansbacher House
P.O. Box 31910 SMB, Grand Cayman
Telephone: (345) 946 7665
Facsimile: (345) 946 7666
TRISTAN SECURITIES: To be Wound Up Voluntarily
----------------------------------------------
Tristan Securities Limited
(In Voluntary Liquidation)
The following special resolution was passed by unanimous written
resolution of the shareholders of this Company on October 28,
2004:
RESOLVED that the Company be voluntarily wound up and that
Cawsand Limited and Cromer Limited of PO Box 500, Grand Cayman,
Cayman Islands, be appointed joint liquidators of the Company
for that purpose.
Creditors of the Company are to prove their debts and claims and
to establish any title they may have under the Companies Law
(2004 Revision) on or before December 15, 2005, or be excluded
from the benefit of any distribution made before the debts are
proved or from objecting to the distribution.
CONTACT: Cawsand Limited and Cromer Limited
Joint Voluntary Liquidators
Clifton House, P.O. Box 500
75 Fort Street, Grand Cayman
Phone: 345 949-8655
YJSHIMADA INC: To Lay Accounts on Liquidation Dec. 30
-----------------------------------------------------
Yjshimada Inc.
(In Voluntary Liquidation)
The Companies Law (2004 Revision)
Pursuant to Section 145 of the Companies Law (as amended), the
final meeting of the shareholders of this Company will be held
at its registered office situated at the offices of Scotiabank &
Trust (Cayman) Ltd., 3rd Floor, Scotiabank Building, George
Town, Grand Cayman, on December 30, 2005.
Business:
1. To lay accounts before the meeting, showing how the winding
up has been conducted and how the property has been disposed of,
as at final winding up on December 30, 2005.
2. To authorize the liquidators to retain the records of the
Company for a period of twenty years from the dissolution of the
Company, after which they may be destroyed.
Proxies: Any person who is entitled to attend and vote at this
meeting may appoint a proxy to attend and vote in his stead. A
proxy need not be a member or a creditor.
CONTACT: Mr. Maheswaran Nagendram, Voluntary Liquidator
Scotiabank & Trust (Cayman) Ltd.
P.O. Box 501 GT
Grand Cayman
===============
C O L O M B I A
===============
BAVARIA: SABMiller Raises Ownership to 97%
------------------------------------------
South Africa-based SABMiller PLC now owns 97% of Grupo
Empresarial Bavaria after it agreed to buy an additional 25.2%
stake of the Colombian brewery for US$1.2 billion in a tender
Monday, reports Dow Jones Newswires.
SABMiller had already taken a controlling 71.8% stake in Bavaria
in a US$7.8 billion stock-and-cash deal, including debt and
interests in subsidiaries, announced with the then-controlling
Santo Domingo family in July.
SABMiller paid US$19.48 each an additional 62.37 million shares
belonging to minority stockholders in Monday's tender.
Ricardo Obregon, Bavaria's president, said SABMiller may hold a
second tender in the future to try and buy shares that it did
not buy Monday morning.
"The price could improve or worsen," Obregon said, speaking to
reporters after the tender was completed Monday morning in the
Bogota Stock Exchange. "We have not decided whether SABMiller
will de-list (Bavaria's) shares."
CONTACT: SABMiller plc
Tel: +44 20 7659 0100
Sue Clark, Director of Corporate Affairs
Tel: +44 20 7659 0184
Gary Leibowitz, Vice President, Investor Relations
Tel: +44 20 7659 0174
Nigel Fairbrass, Head of Media Relations
Tel: +44 7799 894265
TELECOM: Telecom Italian Not Taking Part in Upcoming Auction
------------------------------------------------------------
Telecom Italia (TI) is not interested in bidding for Colombia's
state-run telecom Colombia Telecomunicaciones (Telecom), said a
source from the Italian company.
The denial, according to Dow Jones Newswires, came after the
Colombian government named Telecom Italia, Spain's Telefonica SA
and Telefonos de Mexico (Telmex) as the likely bidders for a
controlling stake in Telecom.
Telecom Italia "rules out" any interest in the Colombian
company, the spokesman said.
Telecom president, Alfonso Gomez, announced Monday that the
government will hold an auction for the controlling stake in the
first half of 2006. The government will kick off the process on
Dec. 15 and will pick the winner sometime during the first half
of 2006. Citigroup Inc. is among 12 other investment banks to
handle the process.
"We will make sure the new investor will allow the company to
enter mobile telecommunication," Gomez said. "It will (also)
commit to assume the retirement liabilities, to guarantee the
services and investments in technologies."
The Colombian government had agreed earlier this year to grant
Telecom's control to Telmex, owned by Latin America's wealthiest
man, Carlos Slim. Telmex had agreed to invest US$350 million in
the state-run company for a stake of 50% plus one share and also
assume pension and other liabilities worth US$3.3 billion from
Telecomunicaciones' liquidated predecessor.
But the Colombian comptroller office opposed the agreement,
contending that it was too favorable for Telmex, as the
agreement had been reached during closed meetings that excluded
other potential bidders.
* COLOMBIA: MIF Okays $1,430,200 Loan
-------------------------------------
The Multilateral Investment Fund announced Monday the approval
of a $1,430,200 grant to assist micro, small and medium-sized
companies in Colombia develop a franchising system as a business
expansion tool.
The program will provide technical assistance, training,
information mechanisms and an institutional framework that will
lay the basis for a secure, transparent, predictable and
sustainable system of commercial franchises.
The program will be coordinated nationally by the Chamber of
Commerce of Medellin for Antioquia. Eight other chambers of
commerce will participate from the regions of Aburra Sur,
Armenia, Barranquilla, Bogota, Bucaramanga, Cali, Cartagena and
Oriente Antioqueno.
Up to 100 professionals will be trained to offer consulting
services to micro, small and medium-sized businesses on
franchise systems, and three arbiters and three conciliators for
each of the participating chambers of commerce will be trained
in resolving franchise disputes. About 5,000 persons overall
will informed of the objectives of the project, and hundreds of
entrepreneurs will receive technical assistance to set up their
own franchises. A technical manual about the franchising
process, including case studies, will also be produced and
disseminated so that other countries of the region can replicate
the system.
Other institutions - such as financial intermediaries,
universities and trade associations - will be able to
participate by offering to contribute to its demonstration
effect and sustainability.
Franchising is an important source of business activity in many
countries, but it is still in its infancy in Colombia. A study
by the International Franchise Association shows that in a five-
year period only 5 percent of independent businesses survived
compared with 95 percent of business franchises that survived in
the same time frame.
The development of a reliable and efficient franchising system
is expected to offer important growth opportunities for micro,
small and medium-sized businesses and benefit the overall
economy.
CONTACT: Inter-American Development Bank
Website: http://www.iadb.org/
===========
M E X I C O
===========
BALLY TOTAL: Files Lawsuit in Delaware Court
--------------------------------------------
Bally Total Fitness Corporation (NYSE:BFT), the leading operator
and provider of health and fitness clubs, products and services,
announced Monday that it has filed suit against Liberation
Investments, L.P., Liberation Investments, Ltd., Liberation
Investment Group LLC and Emanuel R. Pearlman in Delaware
Chancery Court requesting that Liberation's recently announced
stockholder proposal be declared illegal and invalid. The
stockholder proposal, which the group has indicated it plans to
introduce at the Company's annual shareholder meeting scheduled
for January 26, 2006, seeks to, among other things, amend the
Company's bylaws to give stockholders the power to remove the
Company's chief executive officer.
Bally's complaint alleges that the stockholder proposal,
"which... purports to eliminate the ability of the Board of
Directors... to appoint and remove management, violates the most
fundamental concept of Delaware corporate law - i.e., that
boards of directors, not stockholders, manage the business and
affairs of a corporation."
The suit argues that in addition to violating Section 141(a) of
the General Corporation Law which provides that the "business
and affairs of the Corporation shall be managed by or under the
direction of the Board of Directors," the stockholder proposal
also conflicts with Bally Total Fitness' Certificate of
Incorporation, which explicitly authorizes the Board to amend
the bylaws.
Bally Total Fitness also announced it has filed a federal
lawsuit in the U.S. District Court for the District of Delaware
alleging that Liberation has filed various disclosure documents
with the Securities and Exchange Commission that "contain
materially false statements and fail to disclose material facts
regarding (their) motives, intentions, and conflicts of interest
resulting from their undisclosed associations" with prior
management. As outlined in the complaint, "(t)hough Pearlman
masquerades as a disinterested investor with the interests of
all stockholders at heart," the fact is that he has long been
associated with Bally's former CEO, Lee Hillman, including
serving as a consultant to Bally's management during Mr.
Hillman's tenure. It was during that tenure that Mr. Hillman has
been deemed by Bally's Audit Committee to have created a
"culture that encouraged aggressive accounting," which
ultimately led to the Company's financial restatements issued on
November 30, 2005. The Bally complaint contends that Mr.
Pearlman and Mr. Hillman have remained business partners, with
Mr. Hillman being part of an investment group that backed
Liberation.
Moreover, the complaint contends that Liberation's disclosure
documents, which include the group's stockholder proposal, also
"misrepresent the true purpose and effect of the Stockholder
Proposal and fail to disclose the fact that the Stockholder
Proposal is illegal on its face and invalid under Delaware law
and Bally's certificate of incorporation."
As such, the federal lawsuit seeks to, among other things,
enjoin Liberation from continuing to disseminate false and
misleading information in direct violation of federal securities
laws, including applicable proxy laws. It also seeks to enjoin
Liberation from representing to shareholders that the Liberation
stockholder proposal is valid and from soliciting proxies for
this proposal.
According to the federal complaint, "Over the course of the last
eighteen months, (Liberation) has engaged in a sustained
operation to badger the Company and its Board of Directors,
employing a letter-writing and public relations campaign to
disparage the Company's management, structure, intentions, and
business plans. (Liberation) has amended their Schedule 13D
filings no less than fourteen times during that period to update
their ever-evolving positions regarding the Company, and have
employed proxy campaigns (both real and threatened), demand
letters, and lawsuits to attempt to get their way."
Bally Total Fitness is the largest and only nationwide
commercial operator of fitness centers in the U.S., with nearly
440 facilities located in 29 states, Mexico, Canada, Korea,
China and the Caribbean under the Bally Total Fitness(R), Crunch
Fitness(SM), Gorilla Sports(SM), Pinnacle Fitness(R), Bally
Sports Clubs(R) and Sports Clubs of Canada (R) brands. Bally
offers a unique platform for distribution of a wide range of
products and services targeted to active, fitness-conscious
adult consumers.
Important Additional Information Will be Filed with the SEC
Bally plans to file with the SEC and mail to its stockholders a
Proxy Statement. INVESTORS AND STOCKHOLDERS ARE URGED TO READ
THE PROXY STATEMENT CAREFULLY WHEN IT BECOMES AVAILABLE BECAUSE
IT WILL CONTAIN IMPORTANT INFORMATION ABOUT BALLY. Investors and
stockholders will be able to obtain free copies of the Proxy
Statement and other documents filed with the Securities and
Exchange Commission (the "SEC ") by Bally through the web site
maintained by the SEC at www.sec.gov. In addition, investors and
stockholders will be able to obtain free copies of the Proxy
Statement and other documents filed with the SEC by Bally by
directing a request to Bally Total Fitness Holding Corporation,
8700 West Bryn Mawr Avenue, Chicago, Illinois 60631, Attention:
Investor Relations: Proxy Request.
A LISTING OF PERSONS WHO MAY BE DEEMED "PARTICIPANTS" IN THE
SOLICITATION AND CERTAIN INFORMATION CONCERNING SUCH PERSONS IS
SET FORTH IN THE COMPANY'S FILING ON SCHEDULE 14A WITH THE SEC
ON OCTOBER 28, 2005.
CONTACT: Bally Total Fitness
Janine Warell (Investors)
Phone: 773-864-6897
or
Matt Messinger (Media)
Phone: 773-864-6850
URL: www.ballyfitness.com
BALLY TOTAL: Appoints Two New Board Members
-------------------------------------------
Bally Total Fitness Corporation (NYSE:BFT), the leading operator
and provider of health and fitness clubs, products and services,
announced Monday that it intends to include two nominees for
director, Charles Burdick and Barry R. Elson, who were referred
to the company by Pardus Capital Management, on its slate for
the January 2006 shareholder meeting. By slating two nominees
recommended by its largest shareholder, the Company seeks to
avoid the expense and distraction of a proxy fight.
The Company said it is also re-nominating Eric Langshur, current
board member since December 2004 and Chairman of its Audit
Committee, for a three-year term that will expire in 2008. Mr.
Langshur's leadership was a key factor in the completion of the
Company's recent financial filings on November 30, 2005.
Bally also announced that its board of directors has appointed
Steven S. Rogers and Adam Metz to serve on the board in seats
left vacant by the resignation of two Bally directors earlier
this year. Mr. Rogers and Mr. Metz have been appointed to fill
vacancies in Classes I and II, respectively, of Bally's
classified board of directors. These director classes are
scheduled for election in late 2006 and in 2007. Mr. Rogers will
serve on the Compensation Committee and Nominating and Corporate
Governance Committee and Mr. Metz will serve on the Audit
Committee.
"Each of these candidates was evaluated by Russell Reynolds, and
all of them bring outstanding backgrounds in business, and a
wealth of knowledge and experience to the Bally board. We look
forward to their perspective and independent guidance in
supporting Bally's management team as we move the company
forward," said James McAnally, M.D., chairman of the Nominating
Committee.
Background on Nominees and Appointments
Charles Burdick is Chief Executive Officer of Hit Entertainment,
a London-based production company of children's TV programming
for distribution worldwide. From 1996 to 2004 he served as Chief
Executive Officer of Telewest Communications Group Ltd. of
Surrey, England and from 1996 to 2002 he was the company's Chief
Financial Officer. From 1990 to 1996, he was Vice President,
Finance and Assistant Treasurer at U.S. West in Englewood, CO,
and from 1987 to 1990 he was Assistant Treasurer, International
for Time Warner, Inc.
Barry Elson is Acting Chief Executive Officer of Telewest
Global, Inc. (NASDAQ:TLWT), the successor to Telewest
Communications plc. He was Chief Operating Officer of UrbanMedia
Communications Corporation in Alpharetta, GA, between 2000 and
2003, and was president of ConectIV in Wilmington, DE from 1997
to 2000. From 1983 to 1997, he was Executive Vice President at
Cox Communications in Atlanta, GA.
Eric Langshur is the founder and CEO of TLContact, Inc., a
privately held company that delivers innovative patient
communications and education services to the healthcare
industry. Prior to starting TLContact in 2000, he served as
President of Bombardier Aerospace, CAS, where he lead commercial
aerospace service operations for a world leader in the design
and manufacture of innovative aviation products and services for
the business, regional and amphibious aircraft markets. Before
Bombardier, Langshur spent 13 years with United Technologies
Corporation, where he held a variety of senior management and
turnaround positions at Hamilton Sundstrand, Pratt & Whitney and
UTC's corporate office.
Steven Rogers is a professor of finance and management at the
Kellogg Graduate School of Management at Northwestern
University, Evanston, IL. He is also a director at AMCORE
Financial, Inc. (NASD:AMFI), Duquesne Light Holdings, Inc.
(NYSE:DQE), S.C. Johnson & Son, Inc., and SUPERVALU, Inc.
(NYSE:SVU). Rogers serves on the Finance and Audit Committees of
Duquesne Light and SUPERVALU. He serves on the Finance Committee
at AMCORE.
Rogers has a nationwide reputation as a speaker on business
topics and was named one of the top 12 entrepreneurship
professors at U.S. graduate schools by BusinessWeek. From 1989
to 1995, he was owner and president of a lighting equipment and
lampshade manufacturing company, which became a Harvard Case
Study. He sold the company when he joined the Northwestern
faculty. His earlier business experience includes work at
Cummins Engine, Consolidated Diesel, and Bain Consulting Group.
Rogers is a graduate of Harvard Business School and is a member
of Harvard Business School's Visiting Committee.
Adam Metz is co-founding partner of Polaris Capital, LLC, a
Chicago-based consulting and real estate investment firm. He is
also a director at General Growth Properties (NYSE:GGP), a real
estate investment trust (REIT) and the second-largest
owner/operator of malls in the U.S., and Chiasso, a contemporary
home furnishing company. At General Growth Properties, he is a
member of the Audit Committee, and from 2003 to 2004 served as
Chairman of the Audit Committee at AMLI, a publicly traded REIT.
Before founding Polaris, Metz was the Executive Vice President
and Chief Investment Officer of Rodamco North America, which
owned approximately $6.5 billion in real estate assets,
primarily regional shopping malls. Prior to Rodamco, Metz was
President of Urban Shopping Centers, a NYSE-listed real estate
investment trust (REIT) that was purchased by Rodamco in
November 2000. Prior to his position as President, Metz served
as the Chief Financial Officer of Urban Shopping Centers.
Bally Total Fitness is the largest and only nationwide
commercial operator of fitness centers in the U.S., with nearly
440 facilities located in 29 states, Mexico, Canada, Korea,
China and the Caribbean under the Bally Total Fitness(R), Crunch
Fitness(SM), Gorilla Sports(SM), Pinnacle Fitness(R), Bally
Sports Clubs(R) and Sports Clubs of Canada (R) brands. Bally
offers a unique platform for distribution of a wide range of
products and services targeted to active, fitness-conscious
adult consumers.
CONTACT: Bally Total Fitness Corporation
Janine Warell (Investors)
Phone: 773-864-6897
or
Matt Messinger (Media)
Phone: 773-864-6850
URL: www.ballyfitness.com
BALLY TOTAL: SEC, Justice Dept. Inquiry Spur S&P's Watch Neg.
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its CreditWatch
implications on Bally Total Fitness Holding Corp. to developing
from negative. The corporate credit rating remains at 'CCC'.
Bally's ratings were originally placed on CreditWatch on Aug. 8,
2005, following the commencement of a 10-day period after which
an event of default would have occurred under the company's $275
million secured credit agreement's cross-default provision and
the debt would have become immediately due and payable.
Subsequently, Bally entered into a consent agreement with
lenders to extend the 10-day period until Aug. 31, 2005. Prior
to Aug. 31, the company received consents from its bondholders
extending its waiver of default to Nov. 30, 2005.
The rating action is based on a number of developments. On Nov.
30, 2005, Bally filed its financial statements with the SEC. The
filings met the extended filing requirement under the company's
10.5% senior notes due 2011 and 9.875% senior subordinated notes
due 2007 and removed an immediate risk of default. Liquidity
should be sufficient for near-term operating needs, with some
availability under the company's $100 million revolving credit
facility and the likely sale of Bally's Crunch-branded fitness
centers for $45 million.
However, "Even assuming operating performance continues to
improve, there are still several significant issues outstanding,
an unfavorable outcome of which could materially pressure
liquidity," said Standard & Poor's credit analyst Andy Liu.
These issues include:
* ongoing investigations by both the SEC and the U.S.
Department of Justice regarding the restatement of
financials, and several lawsuits by shareholders.
* required refinancing of its 9.875% senior subordinated
notes prior to their maturity in October 2007.
* retention of JP Morgan Securities Inc. to advise the
company, together with The Blackstone Group L.P., in
exploring strategic alternatives, including potential
equity transactions or the sale of businesses or assets.
In resolving the CreditWatch listing, Standard & Poor's will
discuss with management its growth strategy and its exploration
of strategic alternatives. (Troubled Company Reporter, Tuesday,
Dec. 6, 2005, Vol. 9, No. 289)
CALPINE CORP: Offering to Buy Back $400M of Sr. Sec. Notes
----------------------------------------------------------
Calpine Corporation (NYSE: CPN) commenced a tender offer to
purchase for aggregate cash consideration not to exceed
$400,000,000 a portion of the outstanding 9-5/8% First Priority
Senior Secured Notes due 2014 as are validly issued and not
withdrawn up to the Maximum Tender Amount. The aggregate
principal amount of the outstanding Notes is currently
$646,105,000.
Subject to the terms and conditions of the Offer, the
consideration for the Notes validly tendered pursuant to the
Offer on or prior to 12:00 midnight, New York City time, on the
Expiration Date shall be $1,000 per $1,000 principal amount of
the Notes, plus accrued and unpaid interest up to, and
including, the settlement date for the tender offer, which will
be promptly following the Expiration Date.
The Offer is scheduled to expire at 12:00 midnight, New York
City Time, on Dec. 29, 2005, unless extended or earlier
terminated. Tendered Notes may be withdrawn at any time prior to
12:00 midnight, New York City Time, on the Expiration Date.
The Company is making this Offer to avail itself of the
opportunity to reduce its first lien indebtedness by applying
the proceeds of the sale in July 2005 of certain U.S. natural
gas assets to the purchase of the Notes.
Notwithstanding any other provision of the Offer, Calpine's
obligation to accept for purchase, and to pay for, Notes validly
tendered pursuant to the Offer is conditioned upon satisfaction
or waiver of certain conditions as set forth in the Offer to
Purchase. Calpine, in its sole discretion, may waive any of the
conditions of the tender offer in whole or in part, at any time
or from time to time. Calpine reserves the right in its sole
discretion to extend, amend or terminate the Offer, subject to
applicable law.
Calpine has retained The Bank of New York to serve as the Tender
Agent and MacKenzie Partners, Inc. to serve as Information Agent
for the Tender Offer. Additional information, and copies of the
Offer to Purchase, the Letter of Transmittal and other
documents, may be obtained from MacKenzie Partners, Inc. at
(800) 322-2885 or by calling (212) 929-5500 collect or in
writing at 105 Madison Avenue, New York, New York 10016.
Neither Calpine, nor the Tender Agent, nor the Information Agent
makes any recommendation as to whether or not holders of Notes
should tender their Notes pursuant to the Offer. Holders must
make their own decision as to whether to tender their Notes, and
if tendering, the principal amount of Notes to tender. In any
jurisdiction where the laws require the Offer to be made by a
licensed broker or dealer, the Offer will be deemed made on
behalf of Calpine by one or more registered brokers or dealers
under the laws of such jurisdiction.
Calpine Corporation -- http://www.calpine.com/-- supplies
customers and communities with electricity from clean,
efficient, natural gas-fired and geothermal power plants.
Calpine owns, leases and operates integrated systems of plants
in 21 U.S. states, three Canadian provinces and the United
Kingdom. Its customized products and services include wholesale
and retail electricity, natural gas, gas turbine components and
services, energy management, and a wide range of power plant
engineering, construction and operations services. Calpine was
founded in 1984. It is included in the S&P 500 Index and is
publicly traded on the New York Stock Exchange under the symbol
CPN. (Troubled Company Reporter, Tuesday, Dec. 6, 2005, Vol. 9,
No. 289)
CALPINE CORP: Common Stock to Cease Trading on NYSE
---------------------------------------------------
Calpine Corporation (NYSE: CPN) was notified by the New York
Stock Exchange (NYSE) that the company's common stock will no
longer be traded on the NYSE. The NYSE advised the company that
it expects to suspend trading in CPN prior to the opening of the
market on Tuesday, December 6, 2005, or earlier if it deems
necessary. The NYSE attributed its decision to suspend trading
to the abnormally low selling price of Calpine's common stock
and the company's current financial condition. Calpine expects
its common stock will be quoted on the OTC Bulletin Board.
A major power company, Calpine Corporation supplies customers
and communities with electricity from clean, efficient, natural
gas-fired and geothermal power plants. Calpine owns, leases and
operates integrated systems of plants in 21 U.S. states and in
three Canadian provinces and is building a plant in Mexico. For
more information, visit http://www.calpine.com.
CONTACT: Calpine Corporation
Press: Katherine Potter
Tel: 408-792-1168
E-mail: kpotter@calpine.com
Investors: Rick Barraza
Tel: +1-408-792-1125
E-mail: rickb@calpine.com
Karen Bunton
Tel: +1-408-792-1121
E-mail: kbunton@calpine.com
CNI CANAL: Strikers Accept TV Azteca's Offer to Pay Back Wages
--------------------------------------------------------------
The union of television station CNI Canal 40 has accepted
broadcaster TV Azteca's MXN50-million (US$5 million) offer to
pay back wages owed to workers, who have been on strike since
May, reports Dow Jones Newswires.
TV Azteca offered to make the payment, which will be in the form
of an advance on a future capital increase, as part of its
latest attempt to seize control of Canal 40.
TV Azteca and Canal 40 have been at odds since 2000, when Canal
40 President Javier Moreno Valle pulled out of a deal signed
between the companies in 1998.
Under the said deal, which included an option to acquire 51% of
Televisora del Valle de Mexico, TV Azteca loaned the company
US$10 million and advanced an additional US$15 million against
future earnings.
The deal fell into dispute in 2000 when Moreno Valle pulled out
and argued that the call option wasn't valid. TV Azteca sued
Moreno Valle for breach of contract.
In December 2002, the Paris-based International Court of
Arbitration ruled that the option was valid, leading TV Azteca
to take over Canal 40's broadcasting facilities by force.
However, Mexico's Communications and Transport Ministry ordered
the station returned to Televisora del Valle de Mexico in
January 2003.
Earlier this year, Televisora del Valle de Mexico secured a loan
from GE Mexico, the local unit of General Electric Co., to pay
the back wages owed to strikers. However, a court has blocked
the use of the funds following a lawsuit filed by a Canal 40
creditor.
FORD MOTOR: Planned Closures Include Mexican Plant
--------------------------------------------------
Ford Motor Co., America's second-largest car manufacturer, plans
to shutter at least eight assembly and parts plants to stem
losses and realign its production capacity with its shrinking
market share, industry paper Automotive News revealed Monday.
Citing a key company insider, the paper said the planned
closings include an SUV plant in St. Louis, a sedan plant in
Atlanta, a pickup truck plant in St. Paul, Minn., a luxury car
plant in Wixom, Mich. and a truck-assembly plant in Cuautitlan,
Mexico.
Additionally, Ford is expected to include at least three parts
plants in the closings, including and an engine-parts plant in
Windsor, Ontario.
Ford is expected to reveal the details of its restructuring plan
in January. Automotive News said the auto maker's board of
directors will review a version of the plan in two days worth of
meetings scheduled for this week.
Ford is losing large chunks of market share to Asian rivals,
most notably Toyota Motor Corp. (TM). In November, Ford reported
its third consecutive double-digit sales decline compared to a
year ago as deliveries fell off 15%.
GRUPO TMM: Commences Public Offering of 9 Million Shares
--------------------------------------------------------
Kansas City Southern (KCS) (NYSE:KSU) announced Monday that its
largest shareholder, Grupo TMM, S.A., has commenced a public
offering of 9 million shares of its common stock. KCS will not
receive any proceeds from the offering. The offering will be
made under the company's existing shelf registration statement.
Morgan Stanley will be the sole book-running manager for the
offering. This offering is being made only by means of a
prospectus. Copies of the preliminary prospectus and records
relating to the offering may be obtained from:
Morgan Stanley, Prospectus Department
180 Varick Street,
New York, NY 10014
E-mail: prospectus@morganstanley.com
Headquartered in Kansas City, Mo., KCS is a transportation
holding company that has railroad investments in the U.S.,
Mexico and Panama. Its primary U.S. holdings include The Kansas
City Southern Railway Company and Texas Mexican Railway Company,
serving the central and south central U.S. Its international
holdings include Kansas City Southern de Mexico, serving
northeastern and central Mexico and the port cities of Lazaro
Cardenas, Tampico and Veracruz, and a 50% interest in Panama
Canal Railway Company, providing ocean-to-ocean freight and
passenger service along the Panama Canal. KCS' North American
rail holdings and strategic alliances are primary components of
a NAFTA Railway system, linking the commercial and industrial
centers of the U.S., Canada and Mexico.
CONTACT: Kansas City Southern
William H. Galligan
Tel: 816-983-1551
E-mail: william.h.galligan@kcsr.com
GRUPO TMM: KCS Commences Offering of $210M of Preferred Stock
-------------------------------------------------------------
Kansas City Southern (KCS) (NYSE:KSU) announced Monday that it
has commenced a public offering of $210 million of a new series
of its cumulative convertible perpetual preferred stock with a
liquidation preference of $1,000 per share. KCS intends to use
substantially all the net proceeds from the offering to purchase
9 million shares of its common stock formerly owned by Grupo
TMM, S.A., its largest shareholder, at a price per share equal
to the net proceeds per share (before expenses) that Grupo TMM
receives for 9 million shares of KCS' common stock offered
concurrently by Grupo TMM. The offering will be made under the
company's existing shelf registration statement.
Morgan Stanley will be the sole book-running manager for the
offering. This offering is being made only by means of a
prospectus. Copies of the preliminary prospectus and records
relating to the offering may be obtained from:
Morgan Stanley, Prospectus Department
180 Varick Street
New York, NY 10014
E-mail: prospectus@morganstanley.com
TFM: KCS Changes Name, Restructures Management
----------------------------------------------
Kansas City Southern (KCS) (NYSE:KSU) has changed the name of
its Mexican subsidiary, TFM, S.A. de C.V., to "Kansas City
Southern de Mexico, S.A. de C.V." (KCSM). KCS also announced
that it is combining the management of certain marketing and
support services for its U.S. and Mexican railroads, as well as
other management changes at KCSM.
The new name communicates to various audiences the common
ownership and seamless marketing of services on both sides of,
and across, the U.S.-Mexican border. It also communicates KCS'
pride in its Mexican railroad and its commitment to Mexico.
By combining the management of marketing and support services,
KCS will promote close coordination between the U.S. and Mexican
operations as the company moves forward on the significant
international opportunities made possible by the recent full
acquisition of KCSM.
The integration of many of the marketing and support services
for U.S. and Mexican operations has already begun. In November
2005, KCS announced the appointment of Richard M. Zuza, senior
vice president of international purchasing and materials, who is
responsible for purchasing for the entire KCS enterprise. The
intermodal and automotive sales and marketing functions of The
Kansas City Southern Railway Company (KCSR) and KCSM have been
combined and will be led by Michael J. Smith, vice president
sales and marketing intermodal and automotive business unit. The
new combined group will focus on longer-haul and cross-border
traffic. Likewise, Vice President and Chief Information Officer
Scott E. Arvidson will lead the information technology function
for both KCSR and KCSM. KCS plans to implement its Management
Control System (MCS) at KCSM sometime next year, fully
integrating the two railroads' operating platforms. Other
marketing and support services will be combined over the next
month. Each of these steps will enable KCS to realize better
efficiency and ensure a coordinated approach on cross-border
opportunities.
Additional management changes to improve KCSM's operations will
be implemented upon the departure of KCSM's current chief
executive officer Javier Rion. Mr. Rion will depart from KCSM
within the next three months. KCS will file a Form 8-K with the
Securities and Exchange Commission (SEC) regarding Mr. Rion's
departure. KCSM intends to begin a search for a new president
who will report directly to its board of directors.
As part of this restructuring, Manuel Zulaica Lopez, KCSM
director of operations, will have direct responsibility to the
KCSM board of directors. He will continue to lead the KCSM train
operations department headquartered in Monterrey, Mexico.
"In the months since KCS acquired full ownership of KCSM, we
have steadily sharpened our focus on day-to-day operations and
customer service. Javier Rion has assisted us greatly during our
transition and helped us address a number of management
challenges," said Michael R. Haverty, KCS chairman, president
and chief executive officer. "We intend to keep management of
train operations of KCSM in Monterrey with Mexican management,
but we also want to realize the benefits of integration in
marketing, information technology, purchasing and other areas.
The new management structure announced Monday will help us
realize our vision of a seamless transportation company serving
the growing markets between Mexico and the U.S.," said Haverty.
Haverty is the chairman of the KCSM board and will remain in
that capacity going forward.
Headquartered in Kansas City, Mo., KCS is a transportation
holding company that has railroad investments in the U.S.,
Mexico and Panama. Its primary U.S. holdings include KCSR and
Texas Mexican Railway Company, serving the central and south
central U.S. Its international holdings include KCSM, serving
northeastern and central Mexico and the port cities of Lazaro
Cardenas, Tampico and Veracruz, and a 50% interest in Panama
Canal Railway Company, providing ocean-to-ocean freight and
passenger service along the Panama Canal. KCS' North American
rail holdings and strategic alliances are primary components of
a NAFTA Railway system, linking the commercial and industrial
centers of the U.S., Canada and Mexico.
CONTACT: Kansas City Southern
William Galligan (Investors)
Tel: 816-983-1551
E-mail: william.h.galligan@kcsr.com
Doniele Kane (U.S. Media)
Tel: 816-983-1372
E-mail: doniele.c.kane@kcsr.com
Gabriel Guerra (Mexico Media)
Tel: 52-55-5208-0860
E-mail: gguerra@gcya.net
=======
P E R U
=======
BANCO WIESE: Scotiabank Agrees to Acquire 80% of Banco Wiese
------------------------------------------------------------
Scotiabank announced Monday a Cdn$390 million (US$330 million)
investment in Peru as part of its strategic growth plan in Latin
America. The full investment also includes US$266 million by
Italy's Banca Intesa for a combined value of almost US$600
million.
"We have been part of the Peruvian market for eight years and we
see great potential in this market. We look forward to
finalizing the agreement and building on our presence in this
country," said Rick Waugh, Scotiabank President and CEO. "This
agreement demonstrates our commitment to grow the Bank through
strategic acquisitions in key markets in Latin America."
Through this investment, Scotiabank will acquire from Banca
Intesa approximately 80 per cent of Banco Wiese Sudameris (BWS).
At the same time, Scotiabank announced that, following its
acquisition of control of BWS, it will take majority ownership
of Banco Sudamericano, of which it is currently a 35 per cent
shareholder. If the deal receives final approval, these
institutions will then be combined to form the country's third
largest bank. Scotiabank expects to hold an approximate 80 per
cent stake in the new bank with Banca Intesa retaining
approximately 20 per cent. The transaction is subject to
regulatory approvals.
"If this transaction receives all regulatory approvals, we
intend the new bank to reach an agreement with the Peruvian
government regarding all pending economic issues related to the
1999 restructuring of Banco Wiese," said Mr. Waugh. "This
agreement would include a cancellation of the Aval, a guarantee
currently valued at about US$250 million established by the
Government of Peru in favour of Banco Wiese, freeing up these
funds for other important government projects and initiatives on
behalf of the people of Peru. We believe this is an important
step in resolving an outstanding issue and eliminating
uncertainty, enabling us to move forward and grow our operations
in Peru, while serving our customers effectively."
"Given BWS's relevance to the Peruvian banking system, Banca
Intesa was looking for a partner that could further strengthen
BWS, and pursue with us the interests of the Peruvian economy in
ensuring the stability of its banking system and the interests
of customers and employees in preserving BWS as a prominent
banking institution," said Giovanni Boccolini, Head of
International Subsidiary Banks, Banca Intesa. "We believe we
have found such a partner in Scotiabank."
This agreement continues a series of recent Latin American
investments by Scotiabank, including Mexico, the Dominican
Republic, Puerto Rico and El Salvador. Scotiabank currently
holds a 35 per cent stake in Peru's Banco Sudamericano.
"Over the last eight years, we have become very familiar with
Scotiabank and welcome their move to take majority ownership of
Banco Sudamericano," said Roberto Calda, Chairman, Banco
Sudamericano. "Scotiabank has developed an understanding of the
Peruvian market that will enable them to continue to serve our
customers with excellent products and services."
Banco Wiese Sudameris also welcomed Monday's announcement.
"We believe that this agreement represents ongoing stability and
continuity for our customers and our employees," said Carlos
Gonzalez Taboada, General Manager of Banco Wiese Sudameris. "In
December 2003, the new management of BWS made a commitment to
clients and markets to be one of the better banks in Peru. The
2005 annual results confirm that we have been successful, and we
look forward to continuing to serve the present and new
generations of customers, with more and better services."
Scotiabank is one of North America's premier financial
institutions and Canada's most international bank. In Latin
America, Scotiabank operates in Mexico, El Salvador, the
Dominican Republic, Puerto Rico, Costa Rica, Panama and Chile.
The Bank also has affiliates in Peru and Venezuela and a
representative office in Brazil. With more than 50,000
employees, Scotiabank Group and its affiliates serve about 10
million customers in some 50 countries around the world.
Scotiabank offers a diverse range of products and services
including personal, commercial, corporate and investment
banking. With Cdn$314 billion (U.S.$266 billion) in assets (as
at October 31, 2005), Scotiabank trades on the Toronto (BNS) and
New York (BNS) Stock Exchanges. For more information please
visit www.scotiabank.com.
Banco Wiese Sudameris
BWS is Peru's third largest bank by assets (more than US$3
billion), loans and deposits. It is a full service bank catering
to more than one million customers through its network of 108
branches, with strong presence in the capital city of Lima and
in Callao, and in all of the capital cities in the regions of
the country. The bank has 2,700 employees, and is strong in
retail lending, including mortgages, credit cards and leasing,
and was the first local financial institution to offer internet
banking in Peru.
BWS is the result of a merger between the originally family-
owned Banco Wiese Ltd. and Banco de Lima Sudameris (BLS), both
entities with long and prestigious histories dating back to
1943.
Banca Intesa took control of BWS through a merger with Banca
Commerciale Italiana (BCI). In 1999, Banco de Lima Sudameris
(owned by BCI), purchased 60 per cent of Banco Wiese Ltd.
CONTACT: Scotiabank
Media (Peru): Ernesto Calderon
Chirinos, Salinas & Cateriano, 2225289
E-mail: ecalderon@chisac.com
Canada: Ann DeRabbie
Scotiabank Public Affairs
Tel: (416) 866-3703
Cell: (647) 221-2144
E-mail: ann_derabbie@scotiacapital.com
***********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter - Latin America is a daily newsletter
co-published by Bankruptcy Creditors' Service, Inc., Fairless
Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick,
Maryland USA. John D. Resnick, Edem Psamathe P. Alfeche and
Sheryl Joy P. Olano, Editors.
Copyright 2005. All rights reserved. ISSN 1529-2746.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
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Information contained herein is obtained from sources believed
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The TCR Latin America subscription rate is $575 per half-year,
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