SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for use of
/X/ Definitive Proxy Statement the Commission only (as
/ / Definitive Additional Materials permitted by Rule
/ / Soliciting Material Pursuant to 14a-6 (e)(2)
Rule 14a-11 (c) or Rule 14a-12
TGC INDUSTRIES, INC.
- ------------------------------------------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
- ------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
/X/ No fee required.
// Fee computed on table below per Exchange Act Rules 14a-6 (i) (4) and
0-11
(1) Title of each class of securities to which transaction applies.
(2) Aggregate number of securities to which transaction applies.
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined).
(4) Proposed maximum aggregate value of transaction.
(5) Total fee paid.
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11 (a) (2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
TGC INDUSTRIES, INC.
1304 Summit Avenue, Suite 2
Plano, Texas 75074
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held June 14, 2001
To the Shareholders of
TGC INDUSTRIES, INC.
The annual meeting of the shareholders of TGC Industries, Inc. (the
"Company") will be held at 1304 Summit Avenue, Suite 2, Plano, Texas on June 14,
2001, at 10:00 A.M., Central Daylight Savings Time, for the following purposes:
1. To elect seven (7) directors to serve until the next annual meeting
of shareholders and until their respective successors shall be
elected and qualified;
2. To ratify the selection of Grant Thornton LLP as independent
auditors; and
3. To transact such other business as may properly come before the
meeting and any adjournment thereof.
Information regarding matters to be acted upon at this meeting is contained
in the accompanying Proxy Statement. Only shareholders of record at the close
of business on April 16, 2001, are entitled to notice of and to vote at the
meeting and any adjournment thereof.
All shareholders are cordially invited to attend the meeting. Whether or
not you plan to attend, please complete, sign, and return promptly the enclosed
proxy in the accompanying addressed envelope for which postage is prepaid. You
may revoke the proxy at any time before the commencement of the meeting.
By Order of the Board of Directors:
Allen T. McInnes
Secretary
Plano, Texas
April 27, 2001
IMPORTANT
IT IS IMPORTANT THAT YOUR STOCK BE REPRESENTED AT THE MEETING REGARDLESS
OF THE NUMBER OF SHARES YOU HOLD. PLEASE COMPLETE, SIGN, AND RETURN PROMPTLY THE
ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE, WHETHER OR NOT YOU INTEND TO BE
PRESENT AT THE MEETING.
TGC INDUSTRIES, INC.
1304 Summit Avenue, Suite 2
Plano, Texas 75074
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS -- June 14, 2001
SOLICITATION OF PROXIES
This Proxy Statement is furnished to shareholders in connection with the
solicitation of proxies by the management of TGC Industries, Inc. (the "Company"
or "TGC") on behalf of the Board of Directors of the Company for the Annual
Meeting of Shareholders to be held at 1304 Summit Avenue, Suite 2, Plano, Texas
on June 14, 2001, and at any adjournment thereof, for the purpose of submitting
to a vote of the stockholders the actions and proposals set forth in this Proxy
Statement. The Notice of Meeting, the form of Proxy, and this Proxy Statement
are being mailed to the Company's shareholders on or about April 27, 2001.
Although solicitation (the total expense of which will be borne by the
Company) is to be made primarily through the mail, the Company's officers and/or
employees and those of its transfer agent may solicit proxies by telephone,
telegram, or personal contact, but in such event no additional compensation will
be paid by the Company for such solicitation. Further, brokerage firms,
fiduciaries, and others may be requested to forward solicitation material
regarding the meeting to beneficial owners of the Company's Common and Preferred
Stock, and in such event the Company will reimburse them for all accountable
costs so incurred.
RECORD DATE AND VOTING SECURITIES
The Board of Directors of the Company has fixed the close of business on
April 16, 2001 (the "Record Date") as the date for determination of shareholders
entitled to notice of and to vote at the meeting. As of the Record Date, there
were 2,365,860 shares of the Company's Common Stock outstanding, 1,080,050
shares of the Company's Series C 8% Convertible Exchangeable Preferred Stock
("Series C Preferred Stock") outstanding and 2,355,935 of the Company's 8.5%
Senior Convertible Preferred Stock ("Senior Preferred Stock").
The Company's Restated Articles of Incorporation authorize 25,000,000
shares of Common Stock with a par value of $.30 per share and 4,000,000 shares
of Preferred Stock with a par value of $1.00 per share. In voting on all
matters expected to come before the meeting, a shareholder will be entitled to
one vote, in person or by proxy, for each share of Common Stock, Series C
Preferred Stock or Senior Preferred Stock held in his or her name on the Record
Date. The Company's Restated Articles of Incorporation prohibit cumulative
voting.
A copy of the Annual Report to shareholders of the Company for its fiscal
year ended December 31, 2000, is being mailed with this Proxy Statement to all
such shareholders entitled to vote.
ACTION TO BE TAKEN
AND VOTE REQUIRED
Action will be taken at the meeting to (1) elect seven (7) members to the
Board of Directors, (2) ratify the selection of Grant Thornton LLP as indepen-
dent auditors, and (3) transact such other business as may properly come before
the meeting and any adjournment thereof. The proxy will be voted in accordance
with the directions specified thereon, and otherwise in accordance with the
judgment of the persons designated as proxies. Any proxy on which no directions
are specified will be voted for the election of directors named herein, and
otherwise in accordance with the judgment of the persons designated as proxies.
Any person executing the enclosed proxy may nevertheless revoke it at any time
prior to the actual voting thereof by filing with the Secretary of the Company
either a written instrument expressly revoking it or a duly executed proxy
bearing a later date. Furthermore, such person may nevertheless elect to attend
the meeting and vote in person, in which event, the proxy will be suspended.
The affirmative vote of the holders of a majority of the outstanding shares of
the Company's Common Stock, Series C Preferred Stock and Senior Preferred Stock,
voting together as a single class, will constitute approval of all matters
expected to come before the meeting.
ELECTION OF DIRECTORS
Seven (7) directors are to be elected at the Annual Meeting of
Shareholders to comprise the entire membership of the Company's Board of
Directors. Unless otherwise instructed, the proxy holders will vote the
proxies received by them for the nominees shown below for a term of one year
and until their successors are duly elected and have qualified.
Although it is not contemplated that any nominee will be unable to serve
as a director, in such event the proxies will be voted by the holders thereof
for such other person as may be designated by the current Board of Directors.
The Management of the Company has no reason to believe that any of the
nominees will be unable or unwilling to serve if elected to office, and to the
knowledge of Management, the nominees intend to serve the entire term for
which election is sought. There are no family relationships by blood,
marriage, or adoption between any director or executive officer. Up to two
vacancies may be filled by the Board of Directors under Texas law during the
time between any two successive annual shareholder meetings if suitable
persons are designated. Each executive officer of the Company is a nominee as
set forth below with the exception of Kenneth Uselton (age 57) who has served
as Controller since 1995 and Treasurer since August 1, 1996. The information
set forth below with respect to each of the nominees has been furnished by
each respective nominee.
Name, Age, and Positions with Company
Business Experience ----------------------
- -------------------
Allen T. McInnes, 63 Chairman of the Board and
Chairman of the Board since July 1993; Secretary
Secretary since November 1997; Chief Executive
Officer of the Company from August 1993 to
March 1996; Executive Vice-President and
Director of Tenneco, Inc. 1960-1992; Director
of Tetra Technologies, President and CEO since
April 1, 1996; Director of NationsBank 1990-1993.
Wayne A. Whitener, 49 CEO and President
Chief Executive Officer of the Company since
January 1999; Chief Operating Officer of the
Company from July 1986 to December 1998;
President of the Geophysical Division since
1984; served as Vice President of TGC from 1983
to 1984; Area Manager for Grant Geophysical Co.
from December 1978 until July 1983.
William J. Barrett, 61 None
Director of the Company, Secretary of the
Company from 1986 to November 1997; Senior Vice
President of Janney Montgomery Scott Inc.,
investment bankers, since 1966. Also a Director
of: Supreme Industries, Inc., a manufacturer of
specialized truck bodies and shuttle buses,
since 1979; American Country Holdings Company,
Inc., a property and casualty insurance holding
company with focus on transportation and
hospitality markets; and Rumson - Fair Haven
Bank and Trust Company, a New Jersey state
independent, commercial bank and trust company.
Herbert M. Gardner, 61 None
Director of the Company; Senior Vice President
of Janney Montgomery Scott Inc., investment
bankers, since 1978; Chairman of the Board and
a Director of Supreme Industries, Inc., a
manufacturer of specialized truck bodies and
shuttle buses, since 1979, and President since
1992. Also a Director of: Nu Horizons
Electronics Corp., an electronic component
distributor; Transmedia Network, Inc., a
company that develops and markets transaction-
based dining and other consumer savings
programs; Hirsch International Corp., an
importer of computerized embroidery machines
and supplies, and developer of embroidery
machine application software; Co-Active
Marketing Group, Inc., a marketing and sales
promotion company; and Rumson - Fair Haven Bank
and Trust Company, a New Jersey state
independent, commercial bank and trust
company.
Edward L. Flynn, 66 None
Owner of Flynn Meyer Company, a management
company for the restaurant industry, since
1976, Director and Treasurer, Citri-Lite Co., a
soft drink company; and Director of Bioject
Medical Technologies, Inc., a drug delivery
system company.
William H. White, 47 None
President and Chief Executive Officer of
WEDGE Group, Inc., a diversified firm with
interests in oil and gas services, since 1997;
Founder and Chairman of the Board of Frontera
Resources Corporation and its predecessor, a
privately held international energy company,
since 1995, also served as President and Chief
Executive Officer of Frontera from 1995 to
1996; Deputy Secretary and Chief Operating
Officer of the U.S. Department of Energy from
1993 to 1995; Director of USEC Inc., world's
leading supplier of enriched uranium fuel for
commercial nuclear power plants since July
1998; and Director of Edge Petroleum
Corporation, an oil and gas exploration,
development, and production company, since May
1998.
Pasquale V. Scaturro, 47 None
Vice President and Chief Geophysicist of
Destiny Energy, since 1997; Co-Founder of
Tricon Geophysics, Inc., a full service
geophysical data processing company in 1995;
President of Seismic Specialists, Inc. and US
Seismic, companies involved in the acquisition,
management, and marketing on non-exclusive
seismic surveys from 1986 to 1995.
The Company's Board of Directors recommends that you vote FOR the
nominees named above for election to the Board of Directors.
RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors has appointed Grant Thornton LLP to serve as
auditors of the Company. The Company's Board of Directors recommends that you
vote FOR ratification of the selection of Grant Thornton LLP as the Company's
auditors for the fiscal year ending December 31, 2001.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following tabulation sets forth the names of those persons who are
known to Management to be the beneficial owner(s) as of April 16, 2001, of
more than five percent (5%) of the Company's Common Stock, Series C Preferred
Stock or Senior Preferred Stock. Such tabulation also sets forth the number
of shares of the Company's Common Stock or Series C Preferred Stock
beneficially owned as of April 16, 2001, by all of the Company's directors and
executive officers (naming them), and all directors and officers of the
Company as a group (without naming them). Persons having direct beneficial
ownership of the Company's Common Stock, Series C Preferred Stock or Senior
Preferred Stock possess the sole voting and dispositive power in regard to
such stock. The $5.00 per share Series C Preferred Stock is freely
convertible into shares of Common Stock at the conversion price per share of
Common Stock of $2.00 if converted prior to the close of business on December
31, 2001, at the conversion price per share of Common Stock of $3.75 if
converted after December 31, 2001, but prior to close of business on December
31, 2002, and at the conversion price per share of Common Stock at $6.00
thereafter. Ownership of the Series C Preferred Stock is deemed to be
beneficial ownership of Common Stock at the conversion price per share of
$2.00 under Rule 13d-3(d)(1) promulgated under the Securities Exchange Act of
1934. The Senior Preferred Stock is freely convertible into shares of Common
Stock at the conversion ratio of one (1) share of Common Stock for each share
of Senior Preferred Stock. Ownership of the Senior Preferred Stock is deemed
to be beneficial ownership of Common Stock at a conversion ratio of one (1)
share of Common Stock for each share of Senior Preferred Stock under Rule 13d-
3 (d) (1) promulgated under the Securities Exchange Act of 1934. As of April
16, 2001, there were 2,365,860 shares of Common Stock, 1,080,050 shares of
Series C Preferred Stock and 2,355,935 shares of Senior Preferred Stock
outstanding.
The following tabulation also includes Common Stock covered by (i)
options granted under the Company's 1986, 1993 and 1999 Stock Option Plans,
which options are collectively referred to as "Stock Options," and (ii) stock
purchase warrants, which warrants are collectively referred to as "Stock
Purchase Warrants." The Stock Options and Stock Purchase Warrants have no
voting or dividend rights.
Name & Address Title of Class Amount & Nature Approximate
of Beneficial Owner of Beneficial % of
Ownership Class(1)
___________________ ______________ _______________ ___________
Allen T. McInnes Common 707,071 (2)(3) 25.9%
Tetra Technologies Series C Pfd. 63,162 5.85%
25025 Interstate 45 North
The Woodlands, TX 77380
Wayne A. Whitener Common 113,183 (2)(3) 4.50%
TGC Industries, Inc. Series C Pfd. 3,000 *
1304 Summit Ave., Ste 2
Plano, Texas 75074
Herbert M. Gardner Common 524,090 (2)(3)(4) 19.49%
26 Broadway, Suite 829 Series C Pfd. 49,500 (4) 4.58%
New York, New York 10004
William J. Barrett Common 782,367 (2)(3)(5) 27.72%
26 Broadway, Suite 829 Series C Pfd. 102,500 (5) 9.49%
New York, New York 10004
Edward L. Flynn Common 945,440 (2)(3)(6) 31.63%
75-11 Myrtle Avenue Series C Pfd. 169,331 15.68%
Glendale, New York 11385
Kenneth W. Uselton Common 14,224 (3) *
TGC Industries, Inc.
1304 Summit, Ste 2
Plano, Texas 75074
Gerlach & Co. Common 200,000 (2) 7.79%
111 Wall Street, 8th Fl. Series C Pfd. 80,000 7.41%
New York, NY
Special Situations Cayman Common 125,000 (2) 5.02%
Fund L.P. Series C Pfd. 50,000 4.63%
Special Situation Common 373,650 (2) 13.64%
Fund III, L.P. Series C Pfd. 148,300 13.73%
WEDGE Energy Common 2,355,935 (7) 49.89%
Services, L.L.C. Senior Pfd. 2,355,935 100%
__________________ ______
All directors and officers Common 2,562,285 60.45%
as a group of eight (8) (2)(3)(4)(5)
persons) Series C Pfd. 1,080,050 35.88%
* Less than 1%
(1) The percentage calculations have been made in accordance with Rule
13d-3(d)(1) promulgated under the Securities Exchange Act of 1934. In making
these calculations, shares of Common Stock beneficially owned by a person as a
result of the ownership of Series C Preferred Stock or Senior Preferred Stock
and certain options and warrants were deemed to be currently outstanding
solely with respect to the holders of such Series C Preferred Stock, Senior
Preferred Stock, options, and warrants.
(2) Includes the number of shares of Common Stock which are deemed to
be beneficially owned as a result of ownership of shares of Series C Preferred
Stock, which Series C Preferred shares ($5.00 per share) are freely
convertible into shares of Common Stock at the conversion price per share of
Common Stock of $2.00 through December 31, 2001.
(3) Includes the number of shares of Common Stock set forth opposite
the person's name in the following table, which shares are beneficially owned
as a result of the ownership of Stock Options and Stock Purchase Warrants.
Stock Options Warrants
_____________ ________
William J. Barrett -0- 200,000
Edward L. Flynn -0- 200,000
Herbert M. Gardner -0- 200,000
Allen T. McInnes -0- 200,000
Kenneth W. Uselton 9,000 -0-
William H. White -0- -0-
Pasquale V. Scaturro -0- -0-
Wayne A. Whitener 45,366 50,000
All directors and officers ___________ _________
as a group (8 persons) 54,366 850,000
- -----------------------
(4) Includes 29,050 shares of Common Stock owned by Herbert M.
Gardner's wife and also includes 5,000 of Common Stock shares purchasable upon
the conversion of 2,000 shares of Series C Preferred Stock owned by Mr.
Gardner's wife. Mr. Gardner has disclaimed beneficial ownership of these
shares.
(5) Includes 24,175 shares of Common Stock owned by William J.
Barrett's wife and also includes 25,000 shares of Common Stock purchasable
upon the conversion of 10,000 shares of Series C Preferred Stock owned by Mr.
Barrett's wife. Mr. Barrett has disclaimed beneficial ownership of these
shares.
(6) Includes 11,000 shares of Common Stock owned by Edward L. Flynn's
wife and also includes 7,500 shares of Common Stock purchased upon the
conversion of 3,000 shares of Series C Preferred Stock owned by Mr. Flynn's
wife. Mr. Flynn has disclaimed beneficial ownership of these shares.
(7) Includes the number of shares of Common Stock which are deemed to
be beneficially owned as a result of ownership of Senior Preferred Stock.
Each share of Senior Preferred Stock is convertible into one share of Common
Stock.
Depositories such as The Depository Trust Company (Cede & Company) as of April
16, 2001 held, in the aggregate, more than five percent (5%) of the Company's
then outstanding Common Stock voting shares. The Company understands that
such depositories hold such shares for the benefit of various participating
brokers, banks, and other institutions which are entitled to vote such shares
according to the instructions of the beneficial owners thereof. The Company
has no reason to believe that any of such beneficial owners hold more than
five percent (5%) of the Company's outstanding voting securities.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors has an Executive Committee comprised of Messrs.
McInnes, Barrett and White, an Audit Committee comprised of Messrs. McInnes,
Barrett and White, and a Stock Option Committee comprised of Messrs. McInnes,
Barrett and White.
The Executive Committee is charged by the Company's bylaws with the
responsibility of exercising such authority of the Board of Directors as is
specifically delegated to it by the Board, subject to certain limitations
contained in the bylaws.
The Audit Committee which was formed in December, 1997, conducted two
meetings in 2000. The purpose and functions of the Audit Committee are to
recommend the appointment of independent auditors; review the scope of the
audit proposed by the independent auditors; review quarterly and year-end
financial statements prior to issuance; consult with the independent auditors
on matters relating to internal financial controls and procedures; and make
appropriate reports and recommendations to the Board of Directors. Prior to
formation of the Audit Committee, these duties were performed by the Executive
Committee.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee oversees the financial reporting process, the
systems of financial controls, the performance and independence of the
independent auditors, the annual audit of the Company's financial statements,
and related matters. A copy of the written charter for the Audit Committee,
which was adopted by the Board of Directors, is attached to the Proxy
Statement as Appendix A. The Audit Committee is composed of a majority of
independent Directors in accordance with the applicable independence standards
of The Nasdaq Stock Market, Inc.
The Audit Committee: (1) reviewed and discussed with management TGC's
audited financial statements for the year ended December 31, 2000; (2)
discussed with the independent auditors the matters required by Statement on
Auditing Standards No. 61, Communication with Audit Committees, as amended by
Statement on Auditing Standards No. 90, Audit Committee Communications; (3)
received the written disclosures and the letter from the independent auditors
required by Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committees; and (4) discussed with the auditors the
auditors' independence.
Based on the review and discussions described above with respect to the
Company's audited financial statements included in the Company's 2000 Annual
Report to Shareholders, the Audit Committee recommended to the Board of
Directors that the audited financial statements for the year ended December
31, 2000, be included in TGC's Annual Report on Form 10-KSB for filing with
the Securities and Exchange Commission.
The Audit Committee:
William J. Barrett, Chairman
Allen T. McInnes
William H. White
Audit Fees
The aggregate fees billed by the Company's independent accountants for
professional services rendered in connection with (i) the audit of the
Company's annual financial statements set forth in the Company's Annual Report
on Form 10-KSB for the year ended December 31, 2000, and (ii) the review of
the Company's quarterly financial statements set forth in the Company's
Quarterly Reports on Form 10-QSB for the quarters ended March 31, 2000, June
30, 2000, and September 30, 2000, were approximately $26,743.
All Other Fees
The aggregate fees for all other services rendered by its independent
accountants for the Company's most recent fiscal year were approximately
$9,675. These fees include work performed by the independent accountants with
respect to preparation of corporate income tax returns and tax compliance.
The Audit Committee has advised the Company that it has determined that
the non-audit services rendered by the Company's independent accountants
during the Company's most recent fiscal year are compatible with maintaining
the independence of such accountants.
STOCK OPTION COMMITTEE
The Stock Option Committee met once during the year. The Committee is
responsible for awarding Stock Options to key employees or individuals who
provide substantial advice or other assistance to the Company so that they
will apply their best efforts for the benefit of the Company.
The Board of Directors does not have nominating or compensation
committees.
MEETINGS OF THE BOARD OF DIRECTORS
During the fiscal year ended December 31, 2000, the Board of Directors
held one (1) special meeting in addition to its regular meeting. All of the
Directors listed herein attended 75% or more of the total meetings of the
Board and of the committees on which they serve.
EXECUTIVE COMPENSATION
The table below sets forth on an accrual basis all cash and cash
equivalent remuneration paid by the Company during the year ended December 31,
2000, to the Chief Executive Officer and any other executives whose salary and
bonus exceeded $100,000.
Summary Compensation Table
Annual Compensation
Name and Principal Options/ All Other
Position Year Salary Bonus Stock SAR's Compensation
Wayne A. Whitener 2000 $ 94,875 -0- -0- -0- $ 7,733 (1)
President 1999 $ 94,875 $25,000 -0- -0- $ 7,419 (2)
& CEO 1998 $ 98,524 $55,000 -0- -0- $ 9,363 (3)
R.J. Campbell 2000 -0- -0- -0- -0- -0-
Vice-Chairman 1999 -0- -0- -0- -0- -0-
1998 $130,014 $30,000 -0- -0- $10,664 (4)
(1) Represents personal use of Company vehicle ($5,362), Company's
payment for personal income tax preparation ($125), Company's
contribution to 401-K program ($1,970), and life insurance
premiums ($276) in 2000.
(2) Represents personal use of Company vehicle ($5,216), Company's
payment for personal income tax preparation ($125), Company's
contribution to 401-K program ($1,898), and life insurance
premiums ($180) in 1999.
(3) Represents personal use of Company vehicle ($4,225), Company's
payment for personal income tax preparation ($110), Company's
contribution to 401-K program ($4,680), and life insurance
premiums ($348) in 1998.
(4) Mr. Campbell resigned as Vice-Chairman of the Board and CEO of
the Company on December 31, 1998. Represents personal use of Company
vehicle ($3,669), Company's payment for personal income tax
preparation ($950), Company's contribution to 401-K program
($4,848), and life insurance premiums ($1,197) in 1998.
The Company does not presently, but has in the past, maintained Club
memberships for certain of its executive officers. Although these memberships
were utilized from time-to-time for non-business purposes, the costs
attributable to non-business purposes were not material. The Company believes
that the aggregate amounts of such personal benefits did not exceed 10% of
cash compensation paid to any individual in the table or, with respect to the
group of all executive officers, 10% of the aggregate cash compensation paid
to the members of such group.
401(k) Plan
In 1987, the Company implemented a 401(k) salary deferral plan (the
"Plan") which covers all employees who have reached the age of 20-1/2 years
and have been employed by the Company for at least one year. The covered
employees may elect to have an amount deducted from their wages for investment
in a retirement plan. The Company has the option, at its discretion, to make
contributions to the Plan. Effective January 1, 1990, the Company determined
in its discretion to make a matching contribution to the Plan equal to 10% of
the employees' contributions up to 6% of those employees' compensation. On
July 24, 1991, to be effective August 5, 1991, the Board of Directors
increased the Company's matching contribution to the Plan to fifty cents
($.50) for every one dollar ($1.00) of compensation a participant defers under
the Plan up to 6% of those employees' compensation. Beginning January 4,
1993, the Board of Directors discontinued the matching contribution to the
Plan. Concurrently with the acquisition of the Company's former subsidiary,
Chase Packaging Corporation, the Board of Directors reinstated contributions
to the 401(k) salary deferral plan. The Company made a matching contribution
to the Plan equal to the sum of 75% of each Participant's Salary reduction
contributions to the Plan for such Plan year which were not in excess of 3% of
the Participant's compensation for such Plan year, and 50% of each
Participant's salary reduction contributions to the Plan for such Plan Year
which were in excess of 3% of the Participant's compensation but not in excess
of 8% of the Participant's compensation for such Plan Year. As of January 1,
1999, the Company determined to make a contribution to the Plan equal to 100%
of each participant's salary reduction contributions to the Plan up to 2% of
the participant's compensation. The total amount of the Company's
contribution during 2000 for the one (1) executive officer of the Company
participating in the 401(k) Plan was as follows: Wayne A. Whitener - $1,970.
Options Granted in Last Fiscal Year
During the year ended December 31, 2000, Mr. Whitener, the Company's
President and CEO, was granted options to purchase 50,000 shares of Common
Stock at an exercise price of $1.00 per share, expiring December 11, 2005.
There were no stock appreciation rights granted in the last fiscal year to any
of the executive officers of the Company.
Aggregate Options/SAR Exercises in Last Fiscal Year
and Fiscal Year-End Options/SAR Values
The following table sets forth certain information regarding the year-
end value of Options held by the Company's executive officers during the
fiscal year ended December 31, 2000. There are no stock appreciation rights
outstanding.
Aggregated Options Exercised
and FY-End Options Values
Value of
Number of Unexercised
Unexercised In-the-Money
Options at Options at
FY-End (#) FY-End (2)
Shares
Name and Acquired on Value Exercisable/ Exercisable/
Principal Position Exercise (1) Realized($) Unexercisable Unexercisable
Wayne A. Whitener -0- -0- 45,366/ $ 4,570/
President & CEO 50,000 $ 3,100
(1) The exercise price and tax withholding obligations related to
exercise may be paid by delivery of already owned shares, subject to certain
conditions.
(2) The value of outstanding options is based on the December 29,2000
closing stock price which was $1.062.
TRANSACTIONS WITH MANAGEMENT
During the year ended December 31, 2000, the Company had no transactions
with management.
During 1999, the Company issued subordinated promissory notes payable in
an aggregate principal amount of $312,500 to certain officers and directors
for debt financing provided to the Company and, in connection therewith,
issued stock purchase warrants to such persons. The warrants cover 850,000
shares of Common Stock, are exercisable at $.30 per share, and expire on July
31, 2009. The subordinated promissory notes, which bore interest at 8% per
annum, were paid in full during December 1999. The notes and warrants were
issued as follows: Allen T. McInnes - $75,000 note and warrant for 200,000
shares; Wayne A. Whitener - $12,500 note and warrant for 50,000 shares;
William J. Barrett - $75,000 note and warrant for 200,000 shares; Herbert M.
Gardner - $75,000 note and warrant for 200,000 shares; and Edward L. Flynn -
$75,000 note and warrant for 200,000 shares.
STOCK OPTION PLANS
1986 Incentive and Nonqualified Stock Option Plan
In 1986 the Company adopted the 1986 Incentive and Non-Qualifying Stock
Option Plan (the "1986 Plan"). The term of the 1986 Plan was for a period of
ten years with the result that the 1986 Plan terminated on July 24, 1996.
The provisions which were contained in the 1986 Plan were comparable to
the provisions contained in the 1993 Plan (hereafter described) which
succeeded the 1986 Plan.
Options granted under the 1986 Plan cover 6,333 shares (adjusted for
one-for-three reverse stock split) which are currently outstanding. Stock
options outstanding as of the date of termination of the 1986 Plan remain
outstanding until they are exercised, terminated, or expire.
1993 Stock Option Plan
On June 3, 1993, the Company's Board of Directors approved and adopted
the Company's 1993 Stock Option Plan (the "1993 Plan"). At the 1994 Annual
Meeting, the Company's shareholders approved the 1993 Stock Option Plan. The
following paragraphs summarize certain provisions of the 1993 Stock Option
Plan and are qualified in their entirety by reference thereto.
The 1993 Plan provides for the granting of options (collectively, the
"Options") to purchase shares of the Company's Common Stock to certain key
employees of the Company (and/or any of its affiliates), and certain
individuals who are not employees of the Company but who from time-to-time
provide substantial advice or other assistance or services to the Company
(and/or any of its affiliates). The 1993 Stock Option Plan authorizes the
granting of options (both statutory and non-statutory) to acquire up to
283,333 shares of Common Stock (adjusted for the one-for-three reverse stock
split effective November 6, 1998), subject to certain adjustments described
below, to be outstanding at any time. Subject to the foregoing, there is no
limit on the absolute number of awards that may be granted during the life of
the 1993 Stock Option Plan. At the present time, there are approximately 15
employees of the Company, including officers and directors of the Company,
who, in management's opinion, would be considered eligible to receive grants
under the 1993 Plan, although fewer employees may actually receive grants.
Authority to administer the 1993 Plan has been delegated to a committee
(the "Committee") of the Board of Directors. Except as expressly provided by
the 1993 Stock Option Plan, the Committee has the authority, in its
discretion, to award Options and to determine the terms and conditions (which
need not be identical) of such Options, including the person to whom, and the
time or times at which, Options will be awarded, the number of Options to be
awarded to each such person, the exercise price of any such Options, and the
form, terms, and provisions of any agreement pursuant to which such Options
are awarded. The 1993 Plan also provides that the Committee may be authorized
by the Board of Directors to make cash awards as specified by the Board of
Directors to the holder of an Option in connection with the exercise thereof.
Subject to the limitations set forth below, the exercise price of the
shares of stock covered by each 1993 Option will be determined by the
Committee on the date of award.
Unless a holder's option agreement provides otherwise, the following
provisions will apply to exercise by the holder of his or her option: No
option may be exercised during the first twelve months following grant.
During the second year following the date of grant, options covering up to
one-third of the shares covered thereby may be exercised, and during the third
year following the date of grant, options covering up to two-thirds of such
shares may be exercised. Thereafter, and until the options expire, the
optionee may exercise options covering all of the shares. Persons over sixty-
five on the date of grant may exercise options covering up to one-half of the
shares during the first year and thereafter may exercise all optioned shares.
Subject to the limitations just described, options may be exercised as to all
or any part of the shares covered thereby on one or more occasions, but, as a
general rule, options cannot be exercised as to less than one-hundred shares
at any one time.
The exercise price of the shares of stock covered by each incentive
stock option ("ISO"), within the meaning of Sec. 422 of the Internal Revenue
Code of 1986, as amended (the "Code"), will not be less than the fair market
value of stock on the date of award of such ISO except that an ISO may not be
awarded to any person who owns stock possessing more than ten percent (10%) of
the total combined voting power of all classes of stock of the Company unless
the exercise price is at least one hundred ten percent (110%) of the fair
market value of the stock at the time the ISO is awarded and the ISO is not
exercisable after the expiration of five years from the date it is awarded.
The exercise price of the shares of Common Stock covered by each Option that
is not an ISO will not be less than fifty percent (50%) of the fair market
value of the stock on the date of award.
Payment for Common Stock issued upon the exercise of an Option may be
made in cash or with the consent of the Committee, in whole shares of Common
Stock owned by the holder of the Option for at least six months prior to the
date of exercise or, with the consent of the Committee, partly in cash and
partly in such shares of Common Stock. If payment is made, in whole or in
part, with previously-owned shares of Common Stock, the Committee may issue to
such holder a new Option for a number of shares equal to the number of shares
delivered by such holder to pay the exercise price of the previous Option
having an exercise price equal to at least one-hundred percent (100%) of the
fair market value per share of the Common Stock on the date of the exercise of
the previous Option.
The duration of each Option will be for such period as the Committee
determines at the time of award, but not for more than ten years from the date
of award in the case of an ISO.
In the event of any change in the number of shares of Common Stock
effected without receipt of consideration therefor by the Company by reason of
a stock dividend, or split, combination, exchange of shares or other
recapitalization, merger, or otherwise, in which the Company is the surviving
Corporation, the aggregate number and class of reserved shares, the number and
class of shares subject to each outstanding Option, and the exercise price of
each outstanding Option will be automatically adjusted to reflect the effect
thereon of such change. Unless a holder's option agreement provides
otherwise, a dissolution or liquidation of the Company, certain sales of all
or substantially all of the assets of the Company, certain mergers or
consolidations in which the Company is not the surviving corporation, or
certain transactions in which another corporation becomes the owner of fifty
percent (50%) or more of the total combined voting power of all classes of
stock of the Company, will cause such holder's Options then outstanding to
terminate, but such holder may, immediately prior to such transaction,
exercise such options without regard to the period and installments of
exerciseability applicable pursuant to such holder's option agreement.
The 1993 Plan will terminate on June 3, 2003, or such earlier date as
the Board of Directors may determine. Any stock option outstanding at the
termination date will remain outstanding until it has been exercised,
terminated, or has expired.
The 1993 Plan may be terminated, modified, or amended by the Board of
Directors at any time without further shareholder approval, except that
shareholder approval is required for any amendment which: (a) changes the
number of shares of Common Stock subject to the 1993 Stock Option Plan other
than by adjustment provisions provided therein, (b) changes the designation of
the class of employees eligible to receive Options, (c) decreases the price at
which ISO's may be granted, (d) removes the administration of the 1993 Stock
Option Plan from the Committee, or (e) without the consent of the affected
holder, causes the ISO's granted under the 1993 Stock Option Plan and
outstanding at such time that satisfied the requirements of Sec. 422 of the
Code no longer to satisfy such requirements.
Granted stock options under the 1993 Stock Option Plan covering 170,155
shares (adjusted for one-for-three reverse split) were outstanding at December
31, 2000. 117,100 incentive stock options are outstanding to officers and
employees of the Company, and 53,055 non-statutory stock options are
outstanding to officers and employees of the Company's former subsidiary,
Chase Packaging Corporation. During 2000, no stock options were granted under
the Company's 1993 Stock Option Plan.
Effective July 31, 1996, the Company's wholly owned subsidiary, Chase
Packaging Corporation ("Chase"), was spun-off to the Company's shareholders.
In view of this situation, and in order to provide the employees of both Chase
and the Company with the maximum period available under the tax laws for
exercising their options after a termination of employment, the 1993 Plan was
amended to extend from thirty days to three months, the period of time
following termination of employment, during which the terminating employee
could exercise his or her incentive stock option. The 53,055 options not so
exercised were converted to non-statutory options.
The purpose of the 1993 Plan is to provide an incentive for key
employees of the Company to remain in the service of the Company and to apply
their best efforts for the benefit of the Company so as to improve the
Company's financial performance.
1999 Stock Option Plan
On December 14, 1999, the Company's Board of Directors approved and
adopted the Company's 1999 Stock Option Plan (the "1999 Plan"). At the 2000
Annual Meeting, the Company's shareholders approved the 1999 Plan. The
following paragraphs summarize certain provisions of the 1999 Plan and are
qualified in their entirety by reference thereto.
The 1999 Plan provides for the granting of options (collectively, the
"1999 Options") to purchase shares of the Company's Common Stock to certain
key employees of the Company and/or its affiliates, and certain individuals
who are not employees of the Company or its affiliates but who from time to
time provide substantial advice or other assistance or services to the Company
and/or its affiliates. The 1999 Plan authorizes the granting of options to
acquire up to 300,000 shares of Common Stock, subject to certain adjustments
described below, to be outstanding at any time. Subject to such limitations,
there is no limit on the absolute number of awards that may be granted during
the life of the 1999 Plan. At the present time, there are approximately 15
employees of the Company, including officers and directors of the Company,
who, in management's opinion, would be considered eligible to receive grants
under the 1999 Plan, although fewer employees may actually receive grants.
During 2000, 169,000 options were granted under the Company's 1999 Plan to
directors, officers and employees of the Company.
Authority to administer the 1999 Plan has been delegated to a committee
(the "Committee") of the Board of Directors. Except as expressly provided by
the 1999 Plan, the Committee has the authority, in its discretion, to award
1999 Options and to determine the terms and conditions (which need not be
identical) of such 1999 Options, including the persons to whom, and the time
or times at which, 1999 Options will be awarded, the number of 1999 Options to
be awarded to each such person, the exercise price of any such 1999 Options,
and the form, terms and provisions of any agreement pursuant to which such
1999 Options will be awarded. The 1999 Plan also provides that the Committee
may be authorized by the Board of Directors to make cash awards as specified
by the Board of Directors to the holder of a 1999 Option in connection with
the exercise thereof. Subject to the limitation set forth below, the exercise
price of the shares of stock covered by each 1999 Option will be determined by
the Committee on the date of the award.
Unless a Holder's option agreement provides otherwise, the following
provisions will apply to exercises by the Holder of his or her option: No
options may be exercised during the first twelve months following grant.
During the second year following the date of grant, options covering up to
one-third of the shares covered thereby may be exercised, and during the third
year options covering up to two-thirds of such shares may be exercised.
Thereafter, and until the options expire, the optionee may exercise options
covering all of the shares. Persons over sixty-five on the date of grant may
exercise options covering up to one-half of the shares during the first year
and thereafter may exercise all optioned shares. Subject to the limitations
just described, options may be exercised as to all or any part of the shares
covered thereby on one or more occasions, but, as a general rule, options
cannot be exercised as to less than one hundred shares at any one time.
The exercise price of the shares of stock covered by each incentive
stock option ("ISO"), within the meaning of Sec. 422 of the Internal Revenue
Code of 1986, as amended (the "Code"), will not be less than the fair market
value of stock on the date of award of such ISO, except that an ISO may not be
awarded to any person who owns stock possessing more than ten percent (10%) of
the total combined voting power of all classes of stock of the Company, unless
the exercise price is at least one hundred ten percent (110%) of the fair
market value of the stock at the time the ISO is awarded, and the ISO is not
exercisable after the expiration of five years from the date it is awarded.
The exercise price of the shares of Common Stock covered by each 1999
Option that is not an ISO, Nonstatutory Stock Option ("NSO"), will not be less
than fifty percent (50%) of the fair market value of the stock on the date of
award.
Payment for Common Stock issued upon the exercise of a 1999 Option may
be made in cash or, with the consent of the Committee, in whole shares of
Common Stock owned by the holder of the 1999 Option for at least six months
prior to the date of exercise or, with the consent of the Committee, partly in
cash and partly in such shares of Common Stock. If payment is made, in whole
or in part, with previously owned shares of Common Stock, the Committee may
issue to such holder a new 1999 Option for a number of shares equal to the
number of shares delivered by such holder to pay the exercise price of the
previous 1999 Option having an exercise price equal to not less than one
hundred percent (100%) of the fair market value of the Common Stock on the
date of such exercise. A 1999 Option so issued will not be exercisable until
the later of the date specified in an individual option agreement or six
months after the date of grant.
In addition, the 1999 Plan provides two methods for the cashless
exercise of options. Under the Sale Method, with the consent of the
Committee, payment in full of the exercise price of the option may be made
through the Company's receipt of a copy of instructions to a broker directing
such broker to sell the stock for which the option is being exercised, to
remit to the Company an amount equal to the aggregate exercise price of such
option, with balance being remitted to the holder. Under the Net Method, with
consent of the Committee, payment in full of the exercise price of the option
may be made based on written instructions received from the holder, by
Company's issuance to the holder of that number of shares of stock having a
fair market value equal to only the "profit portion" of his, her, or its
option (i.e. the excess of the then fair market value of the stock over the
holder's exercise price).
The duration of each 1999 Option will be for such period as the
Committee determines at the time of award, but not for more than ten years
from the date of the award in the case of an ISO, and in either case may be
exercised in whole or in part at any time or only after a period of time or in
installments, as determined by the Committee at the time of award, except that
after the date of award, the Committee may accelerate the time or times at
which a 1999 Option may be exercised.
In the event of any change in the number of outstanding shares of Common
Stock effected without receipt of consideration therefor by the Company, by
reason of a stock dividend, or split, combination, exchange of shares or other
recapitalization, merger, or otherwise, in which the Company is the surviving
corporation, the aggregate number and class of reserved shares, the number and
the class of shares subject to each outstanding 1999 Option, and the exercise
price of each outstanding 1999 Option shall be automatically adjusted
accurately and equitably to reflect the effect thereon of such change. Unless
a holder's option agreement provides otherwise, a dissolution or liquidation
of the Company, certain mergers or consolidations in which the Company is not
the surviving corporation, or certain transactions in which another
corporation becomes the owner of fifty percent (50%) or more of the total
combined voting power of all classes of stock of the Company, shall cause such
holder's 1999 Options then outstanding to terminate, but such holder shall
have the right, immediately prior to such transaction, to exercise such 1999
Options without regard to the determination as to the periods and installments
of exercisability made pursuant to such holder's option agreement if (and only
if) such options have not at that time expired or been terminated.
The 1999 Plan will terminate on December 14, 2009, or on such earlier
date as the Board of Directors may determine. Any stock options outstanding
at the termination date will remain outstanding until they have been
exercised, terminated, or have expired.
The 1999 Plan may be terminated, modified, or amended by the Board of
Directors at any time without further shareholder approval, except that
shareholder approval is required for any amendment that: (a) changes the
number of shares of Common Stock subject to the 1999 Plan, (b) changes the
designation of the class of employees eligible to receive 1999 Options, (c)
decreases the price at which ISOs may be granted, (d) removes the
administration of the 1999 Plan from the Committee, or (e) without the consent
of the affected holder, causes the ISOs granted under the 1999 Plan and
outstanding at such time that satisfied the requirements of Sec. 422 of the
Code to no longer satisfy such requirements.
RECOMMENDATION AND VOTE
It is the opinion of the Board of Directors that the (1) election of the
seven (7) members of the Board of Directors, and (2) ratification of the
selection of Grant Thornton LLP as independent auditors, are advisable and in
the best interests of the Company. As a result, the Board of Directors
recommends a vote FOR each of these items. The affirmative vote of the
holders of a majority of the outstanding shares of Common Stock, Series C
Preferred Stock and Senior Preferred Stock present, in person or by proxy, at
the annual meeting, is required for the shareholders to approve the election
of the seven (7) new members to the Board of Directors and to ratify the
selection of Grant Thornton LLP as independent auditors.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed Grant Thornton LLP to serve as
auditors of the Company. It is expected that a representative of Grant
Thornton LLP will be present at the shareholders' meeting with the opportunity
to make a statement if he/she desires to do so and also will be available to
respond to appropriate questions at the meeting.
OTHER MATTERS
The Company's management knows of no other matters that may properly be,
or which are likely to be, brought before the meeting. However, if any other
matters are properly brought before the meeting, the persons named in the
enclosed proxy, or their substitutes, will vote in accordance with their best
judgment on such matters.
SHAREHOLDER PROPOSALS
A shareholder proposal intended to be presented at the Company's annual
meeting of Shareholders in 2002 must be received by the Company at its
principal executive offices in Plano, Texas on or before December 1, 2001 in
order to be included in the Company's proxy statement and form of proxy
relating to that meeting.
FINANCIAL STATEMENTS
Financial statements of the Company are contained in the Annual Report
to Shareholders for the fiscal year ended December 31, 2000 enclosed herewith.
Such financial statements are incorporated herein by reference.
By Order of the Board of Directors
/s/ Allen T. McInnes
Allen T. McInnes
Secretary
Plano, Texas
April 27, 2001
INDEX TO APPENDICES
Appendix Description
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A TGC Industries, Inc. Audit Committee Charter
APPENDIX A
__________
AUDIT COMMITTEE CHARTER
OF
TGC INDUSTRIES, INC.
I. PURPOSE
The Audit Committee shall provide assistance to the Corporation's
directors in fulfilling their responsibility to the shareholders, potential
shareholders, and the investment community relating to corporate accounting,
reporting practices of the Corporation, and the quality and integrity of the
financial reports of the Corporation. The Audit Committee's primary duties
and responsibilities are to:
Oversee that management has maintained the reliability
and integrity of the accounting policies and financial
reporting and disclosure practices of the Corporation.
Oversee that management has established and maintained
processes to assure that an adequate system of
internal control is functioning within the
Corporation.
Oversee that management has established and maintained
processes to assure compliance by the Corporation with
all applicable laws, regulations, and corporate
policy.
The Audit Committee will fulfill these responsibilities primarily by
carrying out the activities enumerated in Section IV of this Charter.
II. COMPOSITION
The Audit Committee shall be comprised of three or more directors as
determined by the Board, each of whom shall be independent directors, and free
from any relationship that, in the opinion of the Board, would interfere with
the exercise of his or her independent judgment as a member of the Audit
Committee. All members of the Audit Committee shall have a working
familiarity with basic finance and accounting practices, and at least one
member of the Audit Committee shall have accounting or related financial
management expertise.
The members of the Audit Committee shall be elected by the Board at the
annual meeting of the Board or until their successors have been duly elected
and qualified. Unless a Chairperson is elected by the full Board, the members
of the Audit Committee may designate a Chairperson by majority vote of the
full Audit Committee membership.
III. MEETINGS
The Audit Committee shall meet at least four times annually, or more
frequently as circumstances dictate. As part of its job to foster open
communication, the Audit Committee plans to meet at least annually with
management and the independent accountants to discuss any matters that the
Audit Committee or each of these groups believes should be discussed
privately. In addition, the Audit Committee, or its Chairperson, plans to
meet with management and the independent accountants quarterly to review the
Corporation's financials consistent with Section IV.D below.
IV. RESPONSIBILITIES AND DUTIES
To fulfill its responsibilities and duties the Audit Committee shall:
Documents/Reports Review
A. Review and reassess, at least annually, the adequacy
of this Charter; and make recommendations to the
Board, as conditions dictate, to update this Charter.
B. Review with management, and the independent
accountants, the Corporation's annual financial
statements, including a discussion with the
independent accountants of the matters required to be
discussed by Statement of Auditing Standards No. 61
("SAS No. 61").
C. Review with management and the independent accountants
the Form 10-Q prior to its filing or prior to the
release of earnings, including a discussion with the
independent accountants of the matters to be discussed
by SAS No. 61. The Chairperson of the Audit Committee
may represent the entire Audit Committee for purposes
of this review.
Independent Accountants
D. Review the performance of the independent accountants
and make recommendations to the Board regarding the
appointment or termination of the independent
accountants. The Audit Committee and the Board have
the ultimate authority and responsibility to select,
evaluate and, where appropriate, replace the outside
auditor. The independent accountants are ultimately
accountable to the Audit Committee and the entire
Board for such accountants' review of the financial
statements and controls of the Corporation. On an
annual basis, the Audit Committee expects to review
and discuss with the accountants all significant
relationships the accountants have with the
Corporation to determine the accountants'
independence.
E. Oversee independence of the accountants by:
receiving from the accountants, on a
periodic basis, a formal written statement
delineating all relationships between the
accountants and the Corporation consistent
with the Independence Standards Board
Standard 1 ("ISB No. 1");
reviewing, and actively discussing with
the Board, if necessary, and the
accountants, on a periodic basis, any
disclosed relationships or services
between the accountants and the
Corporation or any other disclosed
relationships or services that may impact
the objectivity and independence of the
accountants; and
recommending, if necessary, that the Board
take certain action to satisfy itself of
the auditor's independence.
F. Based on the review and discussions referred to in
paragraph IV.B. and IV.E. above, the Audit Committee
shall determine whether to recommend to the Board that
the Corporation's audited financial statements be
included in the Corporation's Annual Report on Form
10-K for the last fiscal year for filing with the
Securities and Exchange Commission.
Financial Reporting Process
G. In conjunction with the independent accountants,
review the integrity of the Corporation's financial
reporting processes, both internal and external.
H. Consider and approve, if appropriate, major changes to
the Corporation's auditing and accounting principles
and practices as suggested by management or the
independent accountants.
I. Establish regular systems of reporting to the Audit
Committee by each of management and the independent
accountants regarding any significant judgments made
in management's preparation of the financial
statements and any significant difficulties
encountered during the course of the review or audit,
including any restriction on the scope of the work or
access to required information.
J. Review any significant disagreement among management
and the independent accountants in connection with the
preparation of the financial statements.
Legal Compliance/General
K. Review, with the Corporation's counsel, any legal
matter that could have a significant impact on the
Corporation's financial statements.
L. Ensure that a Code of Conduct is formalized in writing
and that all employees have knowledge of it.
M. Report through its Chairperson to the Board following
meetings of the Audit Committee.
N. Maintain minutes or other records of meetings and
activities of the Audit Committee.
Limitation of Responsibilities and Duties
O. While the Audit Committee has the responsibilities and
powers set forth in this Charter, it is not the duty
of the Audit Committee to plan or conduct audits or to
determine that the Corporation's financial statements
are complete and accurate and are in accordance with
generally accepted accounting principles. This is the
responsibility of management and the independent
auditor. Nor is it the duty of the Audit Committee to
conduct investigations, to resolve disagreements, if
any, between management and the independent auditor or
to assure compliance with laws and regulations and the
Corporation's Code of Conduct.
- ------------------------------------------------------------------------------
Front of Card
- ------------------------------------------------------------------------------
COMMON STOCK PROXY
TGC INDUSTRIES, INC. (the "Company")
Proxy Solicited on Behalf of the Board of Directors for the
Annual Meeting of Shareholders, June 14, 2001
The undersigned hereby appoint(s) Allen T. McInnes or Wayne A.
Whitener, each with full power of substitution, as proxies, to vote all
Common Stock in TGC Industries, Inc. which the undersigned would be entitled
to vote on all matters that may come before the annual meeting of the
Shareholders of the Company, to be held on June 14, 2001, and any adjournments
thereof.
THE PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE
THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
(Continued on other side)
- ------------------------------------------------------------------------------
Back of Card
- ------------------------------------------------------------------------------
COMMON STOCK PROXY
/X/ Please mark your
votes as in this
example.
The Board of Directors recommends a vote FOR each
of the following items:
1. ELECTION OF DIRECTORS OF THE COMPANY.
______ FOR all nominees ______ Withhold authority Nominees:
listed at right to vote for all Allen T. McInnes
(except as marked nominees listed Wayne A. Whitener
to the contrary at right William J. Barrett
as indicated below) Herbert M. Gardner
Edward L. Flynn
William H. White
Pasquale V. Scaturro
INSTRUCTIONS: To withhold authority to vote for any
individual nominee, vote for all
nominees and strike a line through
the individual nominee's name listed
at right.
2. RATIFICATION OF SELECTION OF GRANT THORNTON LLP AS INDEPENDENT AUDITORS.
_____ FOR _____ AGAINST _____ ABSTAIN
Returned proxy forms when properly executed will be voted: (1) as
specified on the matters listed above; (2) in accordance with the
Directors' recommendations where a choice is not specified; and (3) in
accordance with the judgment of the proxies on any other matters that may
properly come before the meeting.
PLEASE COMPLETE, SIGN, DATE AND RETURN THE CARD PROMPTLY.
Signature(s) _____________________________________ Date:______________
Note: Executors, trustees and others signing in a representative capacity
should include their names and capacity in which they sign. PLEASE DATE
AND SIGN AS SHOWN HERE AND MAIL PROMPTLY IN THE ENCLOSED ENVELOPE.
- ------------------------------------------------------------------------------
Front of Card
- ------------------------------------------------------------------------------
SERIES C PREFERRED STOCK PROXY
TGC INDUSTRIES, INC. (the "Company")
Proxy Solicited on Behalf of the Board of Directors for the
Annual Meeting of Shareholders, June 14, 2001
The undersigned hereby appoint(s) Allen T. McInnes or Wayne A.
Whitener, each with full power of substitution, as proxies, to vote all
Preferred Stock in TGC Industries, Inc. which the undersigned would be
entitled to vote on all matters that may come before the annual meeting
of the Shareholders of the Company, to be held on June 14, 2001,
and any adjournments thereof.
THE PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE
THIS PROXY WILL BE VOTED FOR PROPOSALS 1 and 2.
(Continued on other side)
- ------------------------------------------------------------------------------
Back of Card
- ------------------------------------------------------------------------------
SERIES C PREFERRED STOCK PROXY
/X/ Please mark your
votes as in this
example.
The Board of Directors recommends a vote FOR each
of the following items:
1. ELECTION OF DIRECTORS OF THE COMPANY.
______ FOR all nominees ______ Withhold authority Nominees:
listed at right to vote for all Allen T. McInnes
(except as marked nominees listed Wayne A. Whitener
to the contrary at right William J. Barrett
as indicated below) Herbert M. Gardner
Edward L. Flynn
William H. White
Pasquale V. Scaturro
INSTRUCTIONS: To withhold authority to vote for any
individual nominee, vote for all
nominees and strike a line through
the individual nominee's name listed
at right.
2. RATIFICATION OF SELECTION OF GRANT THORNTON LLP AS INDEPENDENT AUDITORS.
_____ FOR _____ AGAINST _____ ABSTAIN
Returned proxy forms when properly executed will be voted: (1) as
specified on the matters listed above; (2) in accordance with the
Directors' recommendations where a choice is not specified; and (3) in
accordance with the judgment of the proxies on any other matters that may
properly come before the meeting.
PLEASE COMPLETE, SIGN, DATE AND RETURN THE CARD PROMPTLY.
Signature(s) _____________________________________ Date:______________
Note: Executors, trustees and others signing in a representative capacity
should include their names and capacity in which they sign. PLEASE DATE
AND SIGN AS SHOWN HERE AND MAIL PROMPTLY IN THE ENCLOSED ENVELOPE.
214614.1
