<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
SCHEDULE 14D-9
(Amendment No.2)
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
Tescorp, Inc.
- -------------------------------------------------------------------------------
(Name of Subject Company)
Tescorp, Inc.
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Statement)
Common Stock, par value $.02 per share
- -------------------------------------------------------------------------------
(Title of Class of Securities)
881584106
- -------------------------------------------------------------------------------
((CUSIP) Number of Class of Securities)
Jack S. Gray, Jr.
President and Chief Operating Officer
Tescorp, Inc.
327 Congress Avenue, Suite 200
Austin, Texas 78701
(512) 476-2995
- -------------------------------------------------------------------------------
(Name, address and telephone number of person authorized to receive
notice and communications on behalf of the person(s) filing statement)
Copies to:
Stephen T. Burdumy, Esq.
Klehr, Harrison, Harvey, Branzburg & Ellers LLP
1401 Walnut Street
Philadelphia, PA 19102
(215) 569-4646
<PAGE>
This Amendment No. 2 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9, dated December 10,
1997 (the "Schedule 14D-9"), of Tescorp, Inc., a Texas corporation (the
"Company"), filed in connection with the tender offer made by Tescorp
Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary
of Supercanal Holding S.A., an Argentine corporation, to purchase all
outstanding shares of the Company's common stock, par value $.02 per share.
ITEM 4.
- -------
The sixth paragraph of Section (b) of Item 4 is hereby amended and
restated in its entirety as follows:
"On September 16, 1997, Supercanal and the Company signed the
Original Merger Agreement in which they agreed that (i) a
subsidiary of Supercanal (Acquisition) would purchase 10,790,000
shares of the Company Common Stock (which would be approximately
45% of the outstanding Common Stock) for $35,930,700 ($3.33 per
share) and would purchase 6,750,000 shares of 8% Preferred Stock
(which would be 30% of the outstanding 8% Preferred Stock) for
$6,075,000 ($100 per share), (ii) shortly after completion of that
stock purchase, Acquisition would make Tender Offers for all the
outstanding Common Stock and 8% Preferred Stock for $4.50 per share
and $144 per share plus an amount equal to accrued dividends,
respectively, and (iii) if the Tender Offers resulted in
Acquisition owning at least two-thirds of the outstanding Common
Stock and two-thirds of the outstanding 8% Preferred Stock (which
would enable the Supercanal subsidiary to approve the Merger
between the Company and itself even if no other Stockholders voted
in favor of the Merger), the Company and Acquisition would be
merged in a transaction in which Supercanal would become the sole
stockholder of the merged company and each holder who had not
tendered his or her Shares would receive $4.50 per Common Share and
$144, plus accrued dividends, per 8% Preferred Share, unless he or
she sought to obtain appraisal of such Shares in accordance with
Articles 5.11 through 5.13 of the TBCA. Since (i) the Company and
Supercanal determined that the price necessary to purchase certain
minority interests in joint ventures of the Company, as required by
the Merger Agreement, had to be increased in order to assure that
holders of such interests would sell such interests and (ii)
Supercanal was only willing to pay, in the aggregate, a fixed
amount in connection with all of its obligations under the Merger
Agreement, the price to be paid to the Company's common
shareholders was reduced from $4.53 per share to $4.50 per share
and the price to be paid to holders of the 8% Preferred Stock was
reduced from $144.96 per share to $144 per share to offset the
increased cost of purchasing such minority interests. On September
15, 1997, the day prior to the date of execution of the Original
Merger Agreement, the closing price for the Company's Common Stock,
as reported on the NASDAQ SmallCap Market, was $3.375 per share.
The 8% Preferred Stock is not publicly traded. Accordingly, the
prices to be paid in the Tender Offers, even after being reduced
from $4.53 to $4.50 per share of Common Stock and from $144.96 to
$144 per share of 8% Preferred Stock, represented a premium of
33.3% and 44.0% in excess of the closing price of the Common Stock
and the redemption price of the 8% Preferred Stock, respectively.
The Company's Board of Directors deemed the premiums to be
significant and concluded that the Tender Offers would enable the
Company's stockholders to realize a price per Share significantly
higher than the price per Share
2
<PAGE>
such stockholders would be likely to realize through an open market sale
of Shares in the absence of the Tender Offers."
The ninth paragraph of Section (b) of Item 4 is hereby amended so that each
term "company" therein is deleted and replaced with the following capitalized
term: "Company"
3
<PAGE>
SIGNATURE
After reasonable 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.
January 7, 1998
/s/ Jack R. Crosby
-----------------------------------
Jack R. Crosby
Chairman of the Board and
Chief Executive Officer
4
