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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of THE SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) September 17, 1997
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TESCORP, INC.
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(Exact name of registrant as specified in charter)
Texas 0-18663 74-2129403
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(State or other juris- (Commission File Number) (IRS Employer Identi-
diction of incorporation) fication No.)
327 Congress Avenue, Suite 200, Austin, Texas 78701
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(Address of principle executive offices) (Zip Code)
Registrant's telephone number, including area code 512-476-2995
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N/A
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(Former name or former address, if changed since last report.)
Exhibit Index appears at Page 5
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Item 5. Other Events
On September 17, 1997, Tescorp, Inc. (the "Company") issued a press
release announcing that it had entered into a Stock Purchase and Merger
Agreement (the "Agreement") with a wholly-owned subsidiary of Supercanal
Holding S.A ("Supercanal"). The Agreement provides for Supercanal's acquisition
of Tescorp through a series of transactions which would involve paying the
Company's shareholders $4.50 per share of Common Stock and $144 per share of
Series 1995 8% Preferred Stock. A copy of the press release, which more fully
describes the transactions contemplated by the Agreement, is attached hereto as
Exhibit 99.c and is incorporated herein by reference.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
(99) Press Release dated September 17, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TESCORP, INC.
Date: September 17, 1997 By: /s/ JACK S. GRAY, JR.
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Jack S. Gray, Jr.
President and Chief Operating Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.c Press Release dated September 17, 1997
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EXHIBIT 99.c
NEWS RELEASE
FOR IMMEDIATE RELEASE
FOR: Tescorp, Inc. CONTACT: Neil R. Austrian, Jr.
327 Congress Avenue, Suite 200 Sr. Vice President & CFO
Austin, TX 78701
(512) 476-2995
OR: Thomas Ennis
Cameron & Associates
(212) 245-8800
TESCORP ACCEPTS SUPERCANAL OFFER
AUSTIN, TEXAS, SEPTEMBER 17, 1997 - Tescorp, Inc. (NASDAQ: TESC)
announced today that it has entered into a Stock Purchase and Merger Agreement
with a wholly owned subsidiary of Supercanal Holding S.A. The Agreement
provides for Supercanal's acquisition of Tescorp through a series of
transactions which would involve paying Tescorp's shareholders $4.50 per share
of Common Stock and $144 per share of Series 1995 8% Preferred Stock.
Supercanal, a privately held Argentine company controlled by the Vila family,
is one of the largest cable television companies in Argentina with
approximately 400,000 subscribers.
Immediately following the expiration of the applicable Hart-Scott-Rodino Act
waiting period (expected to occur by October 31, 1997), Supercanal will
purchase 10,970,000 newly issued shares of Common Stock and 60,750 newly issued
shares of Series 1995 8% Preferred Stock from Tescorp for a purchase price of
$3.33 per share and $100 per share, respectively. The $5 million deposit made
by Supercanal in connection with the execution of the Agreement will be
credited against the purchase price.
On or before the date that Supercanal purchases such newly issued shares,
Tescorp will initiate the redemption of its Series 1990 10% Preferred Stock at
a price of $5.00 per share, plus accrued and unpaid dividends. Holders of the
Series 1990 10% Preferred Stock will retain the option to convert each share
into 1.2531 shares of common stock through the redemption date.
In the final stage of the acquisition, Supercanal will seek to acquire 100% of
Tescorp's outstanding Common Stock and Series 1995 Preferred Stock at a
purchase price of $4.50 per share and $144 per share, respectively.
Supercanal's Acquisition is subject to the approval of Tescorp's shareholders,
compliance with the Hart-Scott-Rodino Act, the absence of any material changes
in Tescorp's business and certain other conditions.
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Jack R. Crosby, Chairman and Chief Executive Officer of Tescorp made the
following comments:
"We have tremendous respect for Daniel and Freddy Vila, the founders and
majority owners of Supercanal Holding S.A. In a short period of time, they
have built one of the strongest telecommunications companies in Argentina.
We share their strategic and operational philosophies, and we believe that
Tescorp will represent an integral component of their future operations.
"We remain enthusiastic and optimistic about the future of the Argentine
telecommunications industry. The Board of Directors unanimously concluded
that accepting the Supercanal offer was in the best financial interests of
all Tescorp shareholders. In the coming days, we will work diligently with
the Vila's in an effort to facilitate Supercanal's acquisition of
Tescorp."
In addition to its common stock (NASDAQ: TESC), Tescorp's Series 1990 10%
Preferred Stock (NASDAQ: TESCP) is listed for trading on the Nasdaq SmallCap
Market.
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