SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
(Amendment No. 1)
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
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Tescorp, Inc.
(Name of subject company)
Tescorp Acquisition Corporation
Supercanal Holding S.A.
(Bidder)
Common Stock, par value $.02 per share
(Title of class of securities)
881584106 - Common Stock
(CUSIP number of class of securities)
Daniel Eduardo Vila
Chairman
Tescorp Acquisition Corporation
c/o Supercanal Holding S.A.
Godoy Cruz 316
Mendoza, Province of Mendoza
Argentina 5500
54-61-295125
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of bidder)
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with a copy to:
David W. Bernstein, Esq.
Rogers & Wells
200 Park Avenue
New York, New York 10166-0153
Telephone: (212) 878-8342
<PAGE>
This Amendment No. 1 amends and supplements the Tender Offer
Statement on Schedule 14D-1 dated December 8, 1997, which was filed by Tescorp
Acquisition Corporation (the "Purchaser") and Supercanal Holding S.A. ("Parent"
and, together with the Purchaser, the "Bidder") with regard to a solicitation
of tenders of Common Stock, par value $.02 per share, of Tescorp, Inc., as
follows:
THE OFFER TO PURCHASE
SECTION 5. CONDITIONS OF THE OFFER, PAGES 8-9.
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The following sentence is added at the end of the last paragraph of
Section 5 of the Offer to Purchase:
Any delay in accepting shares for payment because conditions
are not satisfied will be accompanied by an extension of the
Offer, and therefore an extension of the right to withdraw
Shares which are tendered in response to the Offer.
SECTION 10. SOURCE AND AMOUNT OF FUNDS, PAGE 14.
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The first sentence of the second paragraph of Section 10 of the Offer to
Purchase is amended to state the following:
On November 12, 1997, Parent entered into a Note
Purchase Agreement (the "Loan Document") among Parent and
the other issuers named or referred to therein, as issuers,
the financial institutions parties thereto, as purchasers,
ING Baring (U.S.) Securities, Inc., as Arranger, ING Baring
(U.S.) Capital Corporation (the "Bank"), as Administrative
Agent and Collateral Agent, and The Bank of New York, as
Registrar, under which Parent may borrow up to $300,000,000
by issuing Senior Floating Rate Notes.
SECTION 11. BACKGROUND OF THE OFFER; CONTACTS WITH THE COMPANY, PAGES 14-16.
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The following sentence is added as a new second sentence in the sixth
paragraph of Section 11 of the Offer to Purchase:
The price to be paid was reduced from $4.53 to $4.50 per
Common Share and from $144.96 to $144 per 8% Preferred
Share, because it was determined that the price which would
have to be paid in order to induce holders of minority
interests in Tescorp joint ventures to sell those interests
to the Purchaser or an affiliate would be higher than had
been anticipated.
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<PAGE>
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this amendment is true, complete and
correct.
Dated: December 30, 1997
TESCORP ACQUISITION CORPORATION
By: /s/ Alfredo L. Vila
____________________________________
Name: Alfredo L. Vila
Title: President
SUPERCANAL HOLDING, S.A.
By: /s/ Alfredo L. Vila
____________________________________
Name: Alfredo L. Vila
Title: Vice Chairman
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