Schedule 13 D

-----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, QFdLsWsshtzpR4s4hFUxpiaCp6TzsZcr3OR9sfM+MLp9hXsc+klpYT5omDe24IrQ pQsH5czTN/BhjXQ+iegXSQ== 0001193125-06-016976.txt : 20060201 0001193125-06-016976.hdr.sgml : 20060201 20060201114528 ACCESSION NUMBER: 0001193125-06-016976 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060201 DATE AS OF CHANGE: 20060201 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Tejas Inc CENTRAL INDEX KEY: 0000869688 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 133577716 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-61717 FILM NUMBER: 06568439 BUSINESS ADDRESS: STREET 1: 8226 BEE CAVES ROAD CITY: AUSTIN STATE: TX ZIP: 78746 BUSINESS PHONE: 5123068222 MAIL ADDRESS: STREET 1: 8226 BEE CAVES ROAD CITY: AUSTIN STATE: TX ZIP: 78746 FORMER COMPANY: FORMER CONFORMED NAME: WESTECH CAPITAL CORP DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: IBS Capital CORP CENTRAL INDEX KEY: 0001332440 IRS NUMBER: 043089627 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: TWO INTERNATIONAL PLACE STREET 2: 24TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: (617)856-8882 MAIL ADDRESS: STREET 1: TWO INTERNATIONAL PLACE STREET 2: 24TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 SC 13D 1 dsc13d.htm SCHEDULE 13 D Schedule 13 D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Tejas Incorporated

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

879077105

(CUSIP Number)

Mr. Jeffrey Blumberg

Gardner Carton & Douglas LLP

191 North Wacker Drive, Suite 3700

Chicago, Illinois 60606

(312) 569-1106

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 3, 2006

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

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 disclosures provided in a prior cover page.

The information required on 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).


CUSIP NO. 879077105		13D		Page 2 of 6


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) IBS Capital Corporation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

7 SOLE VOTING POWER

411,999

8 SHARED VOTING POWER

-0-

9 SOLE DISPOSITIVE POWER

411,999

10 SHARED DISPOSITIVE POWER

-0-


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 411,999
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.2%
14	TYPE OF REPORTING PERSON (See Instructions) CO


CUSIP NO. 879077105		13D		Page 3 of 6

Item 1. Security and Issuer.

This Statement on Schedule 13D (this “Schedule 13D” or this “Statement”) is filed by IBS Capital Corporation (“IBS”). The class of equity securities to which this Schedule 13D relates is the Common Stock, $0.001 par value per share (the “Common Stock” or “Shares”), of Tejas Incorporated, a Delaware corporation (the “Company”). The address of the Company’s principal executive offices is 8226 Bee Caves Road, Austin, TX 78746.

The Shares of the Company beneficially owned by IBS are held directly by The IBS Turnaround Fund (QP) (a Limited Partnership) (the “QP Turnaround Fund”) (250,047 Shares); The IBS Opportunity Fund (BVI), Ltd., a British Virgin Islands international business company (“Opportunity Fund”) (65,558 Shares); and The IBS Turnaround Fund, L.P. (the “LP Turnaround Fund”) (96,394 Shares). The QP Turnaround Fund, the Opportunity Fund and the LP Turnaround Fund are collectively referred to in this Schedule 13D as the “Funds”. IBS is the general partner of the QP Turnaround Fund and the LP Turnaround Fund, and the investment manager of the Opportunity Fund.

Item 2. Identity and Background.

IBS is a Massachusetts corporation. Its principal business is investing in securities. The address of its principal office is One International Place, Suite 2401, Boston, Massachusetts 02110. During the past five years, it has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the past five years, it has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

David A. Taft is the president and a director of IBS. His business address is One International Place, Suite 2401, Boston, Massachusetts 02110. His principal occupation is investing in securities. During the past five years, he has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the past five years, he has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. He is a citizen of the United States of America.

Theresa Taft is the treasurer of IBS. Her business address is One International Place, Suite 2401, Boston, Massachusetts 02110. Her principal occupation is investing in securities. During the past five years, she has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the past five years, she has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. She is a citizen of the United States of America.


CUSIP NO. 879077105		13D		Page 4 of 6

Robert Hildreth is a director of IBS. His business address is 20 Park Plaza, Suite 432, Boston, Massachusetts 02116. He is employed as a private investor by IBS Inc., which is not affiliated with IBS. During the past five years, he has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the past five years, he has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. He is a citizen of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration.

The Funds acquired the Shares of the Company owned by them in open market purchases made from time to time at various purchase prices. The source of the funds was the working capital of the purchasers.

Item 4. Purpose of Transaction.

The Funds purchased the securities of the Company for investment purposes. The Funds may make further purchases of shares of Common Stock or dispose of any or all of the shares of Common Stock held by them, although they have no current intention to do so. None of the persons identified in Item 2 has any plans or proposals that relate to, or could result in, any of the matters referred to in paragraphs (b) through (j), inclusive, of Item 4 of Schedule 13D. Such persons may, at any time from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto.

Item 5. Interest in Securities of the Issuer.

(a) As of the date of this Statement, IBS beneficially owns 411,999 Shares, which represents 5.2% of the Company’s Common Stock. IBS is the general partner of the QP Turnaround Fund and the LP Turnaround Fund, and the investment manager of the Opportunity Fund. The Funds directly hold the Shares as follows: QP Turnaround Fund, 250,047 Shares (3.2%); Opportunity Fund, 65,558 Shares (0.8%); and LP Turnaround Fund, 96,394 Shares (1.2%). The percentages used in this Statement are calculated based on 7,860,508 outstanding Shares.

(b) The information contained in table form in Rows 7 though 11 on page 2 hereof, which relates to beneficial ownership, voting and disposition of Shares is hereby incorporated by reference. QP Turnaround Fund has the sole power to vote and dispose of the 250,047 Shares held by it, Opportunity Fund has the sole power to vote and dispose of the 65,558 Shares held by it; and LP Turnaround Fund has the sole power to vote and dispose of the 96,394 Shares held by it.


CUSIP NO. 879077105		13D		Page 5 of 6

(c) During the 60 days prior to the date of the event requiring the filing of this Statement, the Funds engaged in the following transactions, each of which was an open market purchase:

QP Turnaround Fund purchased 21,322 Shares on December 14, 2005 at a price of $6.70 per Share; 12,443 Shares on December 22, 2005 at a price of $6.68 per Share; 2,954 Shares on December 30, 2005 at a price of $6.71 per Share; and 21,408 Shares on January 3, 2006 at a price of $6.99 per Share.

Opportunity Fund purchased 11,850 Shares on December 14, 2005 at a price of $6.70 per Share; 3,558 Shares on December 22, 2005 at a price of $6.68 per Share; and 847 Shares on December 30, 2005 at a price of $6.72 per Share.

LP Turnaround Fund purchased 6,828 Shares on December 14, 2005 at a price of $6.70 per Share; 4,999 Shares on December 22, 2005 at a price of $6.68 per Share; 1,199 Shares on December 30, 2005 at a price of $6.71 per Share; and 3,592 Shares on January 3, 2006 at a price of $6.99 per Share.

(d)-(e) Inapplicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

To IBS’s knowledge, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material to Be Filed as Exhibits.

Inapplicable.


CUSIP NO. 879077105		13D		Page 6 of 6

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 1, 2006	IBS CAPITAL CORPORATION

	By:	/s/ David A. Taft
		David A. Taft, President

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