-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KckNHh7dcjfhOi8fiI2dJjIO2drbNOqkzGMIRHEdWwnbhmGGjPjSGhIWLT6c+/94 CJiowiu7wJzMazs63RG6mw== 0001230765-06-000006.txt : 20060228 0001230765-06-000006.hdr.sgml : 20060228 20060227180412 ACCESSION NUMBER: 0001230765-06-000006 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060228 DATE AS OF CHANGE: 20060227 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TGC INDUSTRIES INC CENTRAL INDEX KEY: 0000799165 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 742095844 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-37717 FILM NUMBER: 06647978 BUSINESS ADDRESS: STREET 1: 1304 SUMMIT AVE STE 2 CITY: PLANO STATE: TX ZIP: 75074 BUSINESS PHONE: 9728811099 MAIL ADDRESS: STREET 1: 1304 SUMMIT AVE STREET 2: STE 2 CITY: PLANO STATE: TX ZIP: 75074 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RICE HALL JAMES & ASSOCIATES, LLC CENTRAL INDEX KEY: 0001230765 IRS NUMBER: 431992529 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 600 WEST BROADWAY STE 1000 CITY: SAN DIEGO STATE: CA ZIP: 92101-3383 BUSINESS PHONE: 6192399005 MAIL ADDRESS: STREET 1: 600 WEST BROADWAY STE 1000 CITY: SAN DIEGO STATE: CA ZIP: 92101-3383 FORMER COMPANY: FORMER CONFORMED NAME: RICE HALL JAMES & ASSOCIATES LLC DATE OF NAME CHANGE: 20030516 FORMER COMPANY: FORMER CONFORMED NAME: RICE JAMES HALL & ASSOCIATES LLC DATE OF NAME CHANGE: 20030502 SC 13G 1 rhj13g-tcg_industs.txt RICE HALL JAMES 13G FOR TGC INDUSTRIES INC - -- ---page 1 of 7--- --- --- --- --- --- --- --- --- TGC INDUSTRIES, INC. CUSIP No. 872417308 Form SC 13G TGC INDUSTRIES, INC. - TGE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. _)* TGC INDUSTRIES, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 872417308 (CUSIP number) 12/31/2005 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ X ] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes.) ____________________ OMB Number: 3235-0145 Expires: February 28, 2006 Estimated average burden hours per response. . . . . . . . 11 OMB APPROVAL SEC 1745 (1-06) ____________________ - -- ---page 2 of 7--- --- --- --- --- --- --- --- --- TGC INDUSTRIES, INC. CUSIP No. 872417308 Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Rice Hall James & Associates, LLC (Rice Hall James); RHJ Management Company LLC (RHJMC); and David P. Tessmer, employee, Rice Hall James. (Mr. Tessmer's beneficial ownership is via account of Frances D. Tessmer, the named account holder) 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) Group Disclaimed [ x ] 3. SEC Use Only 4. Citizenship or Place of Organization Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 780,423 Shares 6. SHARED VOTING POWER 0 Shares 7. SOLE DISPOSITIVE POWER 780,423 Shares 8. SHARED DISPOSITIVE POWER 0 Shares 9. Aggregate Amount Beneficially Owned by Each Reporting Person 780,423 Shares Total (774,923 shares for Rice Hall James & Associates, LLC and 5,500 shares for David P. Tessmer) 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) | | 11. Percent of Class Represented by Amount in Row (9) 5.4% 12. Type of Reporting Person (See Instructions) IA, OO (Rice Hall James & Associates, LLC and RHJ Management Company) IN (David P. Tessmer) - -- ---page 3 of 7--- --- --- --- --- --- --- --- --- TGC INDUSTRIES, INC. CUSIP No. 872417308 Item 1. Item 1(a) Name of Issuer: TGC INDUSTRIES, INC. Item 1(b) Address of Issuer's Principal Executive Office: 1304 Summit, Suite 2, Plano, Texas 75074 Item 2. Item 2(a) Name of Person Filing: Rice Hall James & Associates, LLC; RHJ Management Company LLC; and David P. Tessmer, employee of Rice Hall James & Associates, LLC. This statement is being filed by (i) Rice Hall James & Associates, LLC, a Delaware limited liability company and registered investment adviser ("IA") and (ii) RHJ Management Company, LLC, a Delaware limited liability company ("RHJMC") (collectively, the "Reporting Persons"). RHJMC controls IA by virtue of its position as the majority member of IA. IA's beneficial ownership of the Common Stock is direct as a result of IA's discretionary authority to buy, sell, and vote shares of such Common Stock for its investment advisory clients. The beneficial ownership by RHJMC of Common Stock is indirect as a result of its control of IA. The beneficial ownership of RHJMC is reported solely because Rules 13d-1(a) and (b) under the Securities Exchange Act of 1934, as amended, require any person who is "directly or indirectly" the beneficial owner of more than five percent of any equity security of a specified class to file a Schedule 13G within the specified time period. The answers in blocks 5, 7, 9 and 11 above and in responses to item 4 by RHJMC are given on the basis of the "indirect" beneficial ownership referred to in such Rule, based on the direct beneficial ownership of Common Stock by IA and the relationship of RHJMC to IA referred to above. Information with respect to each Reporting Person is given solely by the respective Reporting Person, and no Reporting Person undertakes hereby any responsibility for the accuracy or completeness of such information concerning any other Reporting Person. Item 2(b) Address of Principal Business Office: 600 W Broadway, Suite 1000 San Diego, CA 92101 Residence of David P. Tessmer: 6116 Tamilynn St., San Diego, CA 92122 Item 2(c) Citizenship: IA is a Delaware limited liability company. RJHMC is a Delaware limited liability company. David P. Tessmer is a US Citizen. Item 2(d) Title of Class of Securities: Common Stock - -- ---page 4 of 7 -- ----- ----- ----- ----- --- TGC INDUSTRIES, INC. CUSIP No. 872417308 Item 2(e) CUSIP Number: 872417308 Item 3. If this statement is filed pursuant to Sect.s 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: [ ] (a) Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). [ ] (b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). [ ] (c) Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). [ ] (d) Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). [x] (e) An investment adviser in accordance with Sect.s 240.13d-1(b)(1)(ii)(E); [ ] (f) An employee benefit plan or endowment fund in accordance with Sect.s 240.13d-1(b)(1)(ii)(F); [x] (g) A parent holding company or control person in accordance with Sect.s 240.13d-1(b)(1)(ii)(G); [ ] (h) A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); [ ] (i) A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); [ ] (j) Group, in accordance with Sect.240.13d-1(b)(1)(ii)(J). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. Item 4(a) Amount beneficially owned: 780,423 Shares Total. Item 4(b) Percent of class: 5.4% Item 4(c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote 780,423 shares (ii) Shared power to vote or to direct the vote 0 shares (iii) Sole power to dispose or to direct the disposition of: 780,423 shares (iv) Shared power to dispose or to direct the disposition of 0 shares. Instruction. For computations regarding securities which represent a right to acquire an underlying security see Sect.240.13d-3(d)(1). Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. Instruction: Dissolution of a group requires a response to this item. - -- ---page 5 of 7 --- --- --- --- --- --- --- --- --- TGC INDUSTRIES, INC. CUSIP No. 872417308 Item 6. Ownership of More than Five Percent on Behalf of Another Person If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. Not applicable - IA, a registered investment adviser, has the right or the power to direct the receipt of dividends from Common Stock, and to direct the receipt of proceeds from the sale of Common Stock to the investment advisory clients of IA. No single investment advisory client of IA owns more than 5% of the Common Stock. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. RHJMC is a parent holding company for purposes of the Schedule 13G. IA is the direct subsidiary of RHJMC, and IA acquired the security being reported on by RHJMC. IA is a registered investment adviser. See Exhibit B. David P. Tessmer is an employee of Rice Hall James & Associates, LLC (IA). His beneficial ownership in the security is via Frances D. Tessmer, the named account holder of the account where the security is held. Item 8. Identification and Classification of Members of the Group If a group has filed this schedule pursuant to Sect.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Sect.240.13d-1(c) or Sect.240.13d-1(d), attach an exhibit stating the identity of each member of the group. Not applicable Item 9. Notice of Dissolution of Group Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. Not applicable Item 10. Certification Item 10(a) The following certification shall be included if the statement is filed pursuant to Sect.240.13d-1(b): - -- ---page 6 of 7 --- --- --- --- --- --- --- --- --- TGC INDUSTRIES, INC. CUSIP No. 872417308 By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Item 10(b) The following certification shall be included if the statement is filed pursuant to Sect.240.13d-1(c): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 27, 2006 RICE HALL JAMES & ASSOCIATES, LLC By:______/s/ Tami Wood______ Tami M. Wood Chief Compliance Officer RHJ MANAGEMENT COMPANY, LLC By:______/s/ Kevin Hamilton______ Kevin T. Hamilton Manager David P. Tessmer, employee of Rice Hall James & Associates, LLC (as beneficial owner of the brokerage account of Frances D. Tessmer) By: ____/s/David P. Tessmer _________ David P. Tessmer Partner, Rice Hall James & Associates The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the authority of the representative to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Sect.240.13d-7 for other parties for whom copies are to be sent. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) - -- -- -- --- --- --- --- --- --- --- --- --- --- --- --- --- --- page 7 of 7 _________ EXHIBIT B _________ Joint Filing Agreement Pursuant to Rule 13d-1 This agreement is made pursuant to Rule 13d-1(b)(ii)(J) and Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934 (the Act) by and among the parties listed below, each referred to herein as a Joint Filer. The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1. Date: February 27, 2006 RICE HALL JAMES & ASSOCIATES, LLC By:______/s/ Tami Wood______ Tami M. Wood Chief Compliance Officer RHJ MANAGEMENT COMPANY, LLC By:______/s/ Kevin Hamilton______ Kevin T. Hamilton Manager David Tessmer, employee of Rice Hall James & Associates, LLC (as beneficial owner of the brokerage account of Francis Tessmer) By: ____/s/David P. Tessmer _________ David P. Tessmer Partner, Rice Hall James & Associates - -- -- -- end of document--- --- --- --- --- --- --- --- --- --- -----END PRIVACY-ENHANCED MESSAGE-----