30 days and counting
AUSTIN, Texas, Dec. 11 /PRNewswire/ -- Tescorp, Inc. (Nasdaq: TESC) today announced that its Board of Directors has declared a regular quarterly cash dividend of $0.125 per share on its Series 1990 Convertible Preferred Stock (Nasdaq: TESCP). The cash dividend is payable on January 12, 1998, to shareholders of record as of December 15, 1997.
Redemption. In accordance with the resolution of the Board of Directors of Tescorp, Inc. (the "Company") establishing the Series 1990 10% Convertible Preferred Stock (the "1990 Preferred Stock"), the Company will redeem all of the outstanding shares of the 1990 Preferred Stock on February 9, 1999 (the "Redemption Date"). The redemption price of Five Dollars ($5.00) per share, together with an amount per share equal to all then accrued and unpaid dividends thereon, will be paid upon surrender to the Transfer Agent of the certificate representing ownership of such shares of 1990 Preferred Stock. From and after the Redemption Date, holders of the 1990 Preferred Stock will cease to be shareholders, all dividends on shares of the 1990 Preferred Stock will cease to accrue, such shares will no longer be transferable on the books of the Company, and such holders will have no interest in or claim against the Company with respect to such shares except to receive payment of the redemption price (including all accrued and unpaid dividends) upon surrender of their certificates.
Conversion Rights. Holders of shares of the 1990 Preferred Stock have the right, at their option, to convert all or any part of their shares into Common Stock at any time prior to the close of business on February 6, 1998. The number of shares of Common Stock issuable upon conversion of each share of the 1990 Preferred Stock shall be equal to $5.00 divided by $3.99 (approximately 1.2531). Conversion shall be deemed to have been effected on the date of delivery of the certificate for the 1990 Preferred Stock shares. Holders of record on December 15, 1997 will receive the dividend declared today even if their shares are converted and tendered prior to the January 12, 1998 payment date. However, no adjustment shall be made for any accrued and unpaid dividends after January 12, 1998 on shares of the 1990 Preferred Stock surrendered for conversion. No fractional shares of Common Stock will be issued upon conversion and there shall be no cash paid by or to the Company in respect to such fractional interest.
Tender Offer. The holders of Common Stock of the Company have received an offer from a wholly owned subsidiary of Supercanal Holding S.A. to purchase all of the Company's outstanding Common Stock for $4.50 per share. The offer will expire at 12:00 midnight, New York City time, on January 9, 1998.
Transfer Agent. Inquires regarding the redemption or conversion process should be directed to Tescorp's transfer agent:
American Stock Transfer and Trust Company 40 Wall Street, 46th Floor New York, N.Y. 10005 Attention Shareholder Services 800-937-5449 |
