Cusip 881584106
Item 1: Reporting Person: Arnhold and S. Bleichroeder, Inc. (Tax Id. 134959915)
Item 4: State of New York
Item 5: 1,267,050
Item 6: 128,000
Item 7: 1,395,050
Item 8: None
Item 9: 1,395,050
Item 11: 9.64%
Item 12: BD
Cusip 881584106
Schedule 13 G (Cont.) Page 3 of 5
Item 1(a)- Name of Issuer: Tescorp, Inc.
Item 1(b)- Address of Issuer's Principal Executive Offices:
327 Congress Avenue, Ste 200
Austin, TX 78701
Item 2(a)- Name of Person Filing: Arnhold and S. Bleichroeder, Inc.
Item 2(b)- Address of Principal Business Office: 1345 Ave of Americas
New York, NY 10105
Item 2(c)- Citizenship: New York, NY, USA (Place of Incorporation)
Item 2(d)- Title of Class of Securities: Common Stock
Item 2(e)- Cusip Number: 881584106
Item 3-This statement is being filed pursuant to Rule 13d-1(b).
The person filing is a :
(a) Broker or Dealer registered under Section 15 of the act; and
(e)-Investment Advisor registered under Section 203 of the
Investment Advisors Act of 1940.
Item 4(a) Amount beneficially owned: As of December 31, 1997, Arnhold and S.
Bleichroeder, Inc. ("A & SB") held an aggregate of 608,600 shares of Common
Stock directly for its own account. Such shares include: (i) 283,800 shares
issuable upon exercise of a Stock Purchase Warrant, dated as of May 5, 1995,
exercisable at any time and from time to time, on or prior to May 5, 2000, at an
exercise price of $2.00 per share (subject to certain adjustments); (ii) 165,600
shares issuable upon exercise of a Stock Purchase Warrant dated as of December
21, 1995, exercisable at any time and from time to time, on or prior to December
21, 2000, at an exercise price of $3.125 per share (subject to certain
adjustments), and (iii) 90,000 shares issuable upon exercise of a Stock Purchase
Warrant dated as of February 2, 1997, exercisable at any time and from time to
time, on or prior to February 7, 2002, at an exercise price of $4.00 per share
(subject to certain adjustments).
In addition, Arnhold and S. Bleichroeder, Inc. is the investment advisor for a
number of investment companies (each a "Fund"). Pursuant to its advisory
agreement with each Fund, A & SB has sole power to vote and dispose of the
securities held by each Fund and is therefore the beneficial owner, for the
purposes of Rule 13d-3, of the securities held by the Fund. A & SB may also be
considered a beneficial owner, for the purposes of Rule 13d-3, of the securities
Cusip 378507503
Schedule G (Cont.) Page 4 of 5
held in discretionary accounts (the "Discretionary Accounts") for which A & SB
acts as investment advisor. A & SB has shared power to vote and sole power to
dispose of the securities in each Discretionary Account. An aggregate of 786,450
shares of Common Stock are held by such Funds and in such Discretionary
Accounts. Such shares include an aggregate of 664,000 shares issuable upon
conversion of an aggregate of 20,750 shares of 1995 Preferred Stock and 36,750
shares issuable upon exercise of a Stock Purchase Warrant, dated as of February
2, 1997, exercisable at any time and from time to time, on or prior to February
7, 2002, at an exercise price of $4.00 per share (subject to certain
adjustments).
A & SB's decisions regarding voting and disposing of the securities held in each
Fund and in each Discretionary Account depend upon the relevant investment
objectives of the respective Discretionary Accounts and Funds and other factors.
A & SB disclaims the existence of a "group" among itself, the Funds and the
Discretionary Accounts for the purposes of Sections 13(d) and 13(g) of the Act.
Item 4(b) - Percent of Class: 9.64%.
Item 4(c)- Number of Shares to which A & SB has: (i)--sole power to vote or to
direct the vote: 1,267,050 (ii)-shared power to vote or to direct the vote:
128,000 (iii)sole power to dispose or to direct the disposition of: 1,395,050
(iv)-shared power to dispose or to direct the disposition of -0-
Item 5 - Ownership of Five Percent or Less of a Class: Not Applicable
Item 6 - Ownership of More than Five percent on Behalf of Another Person:
See Item 4(a) above.
Item 7-Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company:
Not Applicable
Item 8-Identification and Classification of Members of the Group:
Not Applicable
Item 9-Notice of Dissolution of Group:
Not Applicable
Cusip 881584106
Schedule G (Cont.) Page 5 of 5
Item 10 - Certification:
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of changing
or influencing the control of the issuer of such securities and were not
acquired in connection with or as a participant in any transaction having such
purposes or effect.
SIGNATURE
After reasonable 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.
Date: February 12, 1998
ARNHOLD AND S. BLEICHROEDER, INC.
By: /S/ Ronald A. Bendelius
--------------------------------
Ronald A. Bendelius
Senior Vice President
By: /S/ William P. Casciani
--------------------------------
William P. Casciani
Senior Vice President
