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Schedule 13E-4
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Issuer Tender Offer Statement
Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934
(Amendment No. 3)
TELLURIAN, INC.
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(Name of Issuer)
TELLURIAN, INC.
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(Named of Person(s) Filing Statement)
Redeemable Common Stock Purchase Warrants
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(Title of Class of Securities)
879674117
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(CUSIP Number of Class of Securities)
Lester Morse P.C., 111 Great Neck Road, Great Neck, NY 11021 (516) 487-1446
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
Presently Unknown
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(Date Tender Offer First Published, Sent or Given to Security Holders)
Calculation of Filing Fee
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Transaction Amount of Filing Fee Before Credit*=$390.00
Valuation* =$1,950,000 Amount of Filing Fee After Credit*=$ -0-
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* Set forth in Annex 1 is how the Company determined the transaction valuation
and the amount of the filing fee.
/X/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: -0- (See Annex 1 for calculation)
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Form or Registration No.: 333-36871
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Filing Party: Tellurian, Inc.
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Date Filed: October 1, 1997
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Annex 1
Calculation of transaction valuation:
1,300,000 Redeemable Common Stock Purchase Warrants x $1.50 = $1,950,000
Note: $1.50 represents no less than the average bid and asked priced of the
Company's Warrants within five days of filing.
Calculation of filing fee:
$1,950,000 x 1/50 x .01 = $390.00
Calculation of credit to filing fee and amount enclosed herewith:
1,300,000 Units, each Unit consisting of one share of Common Stock and one
Redeemable Common Stock Purchase Warrant x $5.00 = $6,500,000 $6,500,000 x
1/33 x .01 = $1,969.70 (represents the amount of the credit to filing fee paid
in connection with the filing of the Form SB-2, File No. 333-36871) $390.00 -
$1,969.70 = $-0- (amount enclosed with the filing of schedule 13E-4)
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Item 1. Security and Issuer.
(a) Tellurian, Inc. (the "Company" or "Tellurian") has its principal
executive offices at 300K Route 17 South, Mahwah, NJ 07430.
(b) The Company is seeking an exchange offer for 1,300,000 of its
issued and outstanding 5,127,500 Redeemable Common Stock Purchase
Warrants (the "Warrants"). Such 5,127,500 Warrants represent all
of the issued and outstanding securities of such class of
securities as of the date of execution of this Form 13E-4. The
consideration to be offered is described in the supplement contained
in Post Effective Amendment No. 1 to the Company's Registration
Statement on Form SB-2, (file no. 333-36871) (the "Registration
Statement") and is incorporated by reference, including any
amendments thereto. No securities are being purchased from officers
or directors of the Company. As disclosed under "Warrant Holders" on
pages 69-70 of the definitive Prospectus dated December 18, 1997 and
incorporated by reference from the Company's rule 424(B)(3)
filing with the Commission, there are two Warrant Holders (namely,
Jericho Limited and Imafina S.A.) that own an aggregate of 3,000,000
Warrants (2,200,000 and 800,000, respectively). The exchange offer
is open to all Warrant Holders, including those named under "Warrant
Holders." Due to the large number of Warrants owned by such
companies in relation to the current 3,025,000 shares of Tellurian
Common Stock issued and outstanding, such Warrant Holders may be
deemed to be affiliates of Tellurian. On January 20, 1998, the
Company extended the termination date of the Exchange Offer to
February 23, 1998, changed the consideration to be paid with each
Warrant tendered to $1.875 per tendered Warrant and changed the
Separation Date of the Units to March 23, 1998. On February 23,
1998, the Company extended the offering for an additional three
business days until 5 PM New York City time on February 26, 1998.
As of February 23, 1998, approximately 300,000 Warrants have been
tendered.
(c) The Company's Common Stock and Common Stock Purchase Warrants are
each quoted as a Small Cap issue on the National Association of
Securities Dealers' Automated Quotation System ("NASDAQ") under
the symbols "TLRN" and "TLRNW ", respectively.
The following table reflects the high and low sales prices for the
Company's Common Stock and Warrants for the periods indicated as
reported by the National Association of Securities Dealers, Inc.
("NASD") from its NASDAQ system:
Common Stock
Common Stock Purchase Warrants
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High Low High Low
---- --- ---- ---
1997
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First Quarter 6.875 4.750 3.750 1.375
Second Quarter 6.375 3.500 1.875 .750
Third Quarter 5.250 2.750 1.250 .4375
1996
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November 5
(first day of trading)
through
December 31, 1996 7.500 5.750 4.250 2.500
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The over-the-counter market quotations reported above reflects inter-dealer
prices, without retail markup, markdown or commission.
(d) This Schedule 13E-4 is being filed by the Issuer.
Item 2. Source and Amount of Funds or Other Consideration.
(a) The Company will issue its Units as consideration for the exchange
of Warrants (and cash). Each Unit will consist of one share of
Common Stock and one Redeemable Common Stock Purchase Warrant
identical to the Warrants being exchanged. The Units are not
detachable until March 23, 1998 unless consented to by the Company.
For a more complete description for the terms of the Units reference
is made to "Description of Securities" contained in the Company's
definitive Prospectus dated December 18, 1997 and included in the
Company's 424(B)(3) filing and in Post-Effective Amendment No. 1
which are incorporated by reference herein.
(b) Not applicable.
Item 3. Purpose of the Tender Offer and or Proposals of the Issuer or
Affiliate.
The purpose of the tender offer by the Company is to raise additional
financing for general operating expenses, payment of current
liabilities and notes payable, production and marketing and general
working capital. If all 1,300,000 Warrants which are being sought are
tendered at the offering price $1.875 the Company would obtain
$2,437,500 in gross proceeds. While any Warrants that are received
pursuant to the exchange offer will be canceled on the books and
records of Continental Stock Transfer & Trust Co., the Company's
transfer agent, warrant agent and exchange agent, the Company will
contemporaneously issue Unit certificates that represent shares of
Common Stock and Warrants identical to those being tendered. The terms
of the exchange offer are set forth in the Prospectus included in the
Registration Statement under the heading "The Offer by the Company"
and such terms are incorporated by reference herein.
The Company has no plans or proposals that relate to or would result
in the matters referred to in paragraphs (a) - (j) of this Item 3,
except that (i) as part of the Company's business plan, it is
contemplating selling up to a majority interest in its "Cyberport
facility" as more fully described in the Registration Statement under
the headings "Management's Discussion and Analysis of Financial
Condition and Results of Operations," "Risk Factors," and "Business"
and (ii) the Company has recently approved an amendment to the
Company's Certificate of Incorporation to increase the authorized
number of shares of Common Stock from 10,000,000 to 25,000,000, $.01
par value.
Item 4. Interest in Securities of the Issuer.
None.
Item 5. Contracts, Arrangements, Understandings or Relationships with Respect to
the Issuer's Securities.
None.
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Item 6. Persons Retained, Employed or to be Compensated.
None.
Item 7. Financial Information.
Except for the ratio of earnings to fixed charges which is not
material to the Company's tender offer, the matters referred to in (a) and (b)
can be found in the Company's financial statements, Summary of Financial
Information and Selected Financial Data contained in the Company's Prospectus
included in the Registration Statement and any amendments thereto.
Item 8. Additional Information.
None.
Item 9. Material to be Filed as Exhibits.
(a) Stockholders will also receive a definitive Prospectus dated
December 18, 1997, and a supplement thereto in the form filed in Post
Effective Amendment No. 1, a cover letter and a letter of transmittal also
included in the Company's Post Effective Amendment No. 1 filing, which are
incorporated herein by reference.
(b) None.
(c) None.
(d) None.
(e) See (a) above.
(f) None.
SIGNATURE
After the inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DATED: February 23, 1998 TELLURIAN, INC.
By: /s/ STUART FRENCH
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Stuart French, President
