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Microcap & Penny Stocks : TESCORP (TESC) = Undervalued Opportunity! -- Ignore unavailable to you. Want to Upgrade?

To: timmy e. who wrote (177)	12/8/1997 2:18:00 PM
From: leigh aulper	Read Replies (1) \| Respond to of 206

here's more AUSTIN, Texas, Dec. 8 /PRNewswire/ - Tescorp, Inc. (Nasdaq: TESC - news) announced today that it has signed an Amended Stock Purchase and Merger Agreement with Supercanal Holding S.A. Concurrent with the signing, Supercanal purchased 6,006,006 shares of Common Stock for a total of $20,000,000. The purchase price was paid $15,000,000 upon execution of the Amended Stock Purchase and Merger Agreement and $5,000,000 was credited from the deposit made by Supercanal on September 17, 1997. According to the agreement, Supercanal will make a public announcement not later than December 8, 1997, of an offer to purchase all of the outstanding Common Stock for $4.50 per share in cash and to purchase all the outstanding Series 1995 8% Preferred Stock for a per share amount of $144.00 plus accrued dividends. Pursuant to the Agreement, within five business days after the public announcement of the Tender Offers, Supercanal will file with the SEC a Tender Offer Statement on Schedule 14D-1. The Tender Offers will not expire until at least 20 business days after the day on which a Schedule 14D-1 has been filed with the SEC, and subject to certain conditions, will expire not more than 60 days following the 14D-1 filing date. Record holders and beneficial owners of shares of Common Stock and 8% Preferred Stock will receive notice during this time period. Pursuant to the Agreement, Tescorp will give notice of redemption of all outstanding shares of 10% Preferred Stock for the redemption price of $5.00 per share plus dividends not later than three business days after the initial Stock Purchase Closing Date. 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. Jack R. Crosby, Chairman and CEO of Tescorp, Inc., said, ''Today, we agreed to modify the terms under which Supercanal will acquire Tescorp. The modifications will facilitate the acquisition without changing the original economics to our shareholders. ''We look forward to concluding the merger of Tescorp into Supercanal. Daniel and Freddy Vila have built a major telecommunications company in Latin America and we share their strategic and operational philosophies. We believe that Tescorp will represent an integral component of their future operations.''