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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __4___)*
TGC Industries, Inc.
______________________________________________________
(Name of Issuer)
Common Stock, $0.10 Par Value
______________________________________________________
(Title of Class of Securities)
892417916
____________________________________
(CUSIP Number)
December 31, 2001
-------------------------------------------------------
(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).
CUSIP No. 892417916 13G Page 2 of 11
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Special Situations Fund III, L.P. ("The Fund") F13-3737427
MGP Advisers Limited Partnership* ("MGP") F13-3263120
- ----------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) | |
(b) |X|
- ----------------------------------------------------------------
(3) SEC USE ONLY
- ----------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (5) SOLE VOTING POWER See Marxe/Greenhouse
SHARES -------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER None
OWNED BY -------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER See Marxe/Greenhouse
REPORTING -------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER None
- ----------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
326,956 (all from 105,300 convertible preferred)
- ----------------------------------------------------------------
(10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
- ----------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.6
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(12) TYPE OF REPORTING PERSON (See Instructions)
IV/IA
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* AWM Investment Company, Inc., a Delaware corporation is the
General Partner of this entity.
CUSIP No. 892417916 13G Page 3 of 11
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(1) NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Special Situations Cayman Fund, L.P. ("CAY") 98-0132442
AWM Investment Company, Inc. ("AWM") 11-3086452
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) | |
(b) |X|
- ----------------------------------------------------------------
(3) SEC USE ONLY
- ----------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ----------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER See Marxe/Greenhouse
SHARES -------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER None
OWNED BY -------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER See Marxe/Greenhouse
REPORTING -------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER None
- ----------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
155,250 (all from 50,000 convertible preferred)
- ----------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
- ----------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.8
- ----------------------------------------------------------------
(12) TYPE OF REPORTING PERSON*
IV/IA
- ----------------------------------------------------------------
CUSIP No. 892417916 13G Page 4 of 11
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(1) NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY).
Austin W. Marxe
David M. Greenhouse
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) | |
(b) |X|
- ----------------------------------------------------------------
(3) SEC USE ONLY
- ----------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- ----------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER 482,206
SHARES -------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER None
OWNED BY -------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER 482,206
REPORTING -------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER None
- ----------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
482,206 (all from 155,300 convertible preferred)
- ----------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
- ----------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.2
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(12) TYPE OF REPORTING PERSON*
IN
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Page 5 of 11 Pages
Item 1.
(a) Name of Issuer: TGC Industries, Inc.
(b) Address of Issuer's Principal Executive Offices:
1304 Summit Ave., Ste 2, Plano, TX 75074
Item 2.
(a) Name of Person Filing: This statement is filed on behalf
of (i) Special Situations Fund III, L.P., a Delaware limited
partnership ("SSF III"); (ii) Special Situations Cayman Fund,
L.P., a Cayman Islands limited partnership (the "Cayman Fund");
(iii) MGP Advisers Limited Partnership, a Delaware limited
partnership, ("MGP"); (iv) AWM Investment Company, Inc., a
Delaware corporation ("AWM"); (v) Austin W. Marxe and (vi) David
Greenhouse. Each of the foregoing is hereinafter individually
referred to as a "Reporting Person" and collectively as the
"Reporting Persons."
(b) Address of Principal Business Office or, if none, Residence:
The principal office and business address of the Reporting
Persons, other than the Cayman Fund, is 153 East 53 Street, New
York, New York 10022. The principal office and business address
of the Cayman Fund is c/o CIBC Bank and Trust Company (Cayman)
Limited, CIBC Bank Building, P.O. Box 694, Grand Cayman, Cayman
Islands, British West Indies.
(c) Citizenship: SSF III and MGP are Delaware limited
partnerships. The Cayman Fund was formed under the laws of the
Cayman Islands and AWM is a Delaware corporation. Austin W.
Marxe and David M. Greenhouse are United States citizens.
Page 6 of 11 Pages
The principal business of SSF III and the Cayman Fund
(individually, a "Fund" and, collectively, the "Funds") is to
invest in, sell, convey, transfer, exchange and otherwise trade
in principally equity and equity related securities. The
principal business of MGP is to act as general partner of and
investment adviser to SSF III. The principal business of AWM
is to act as the general partner of MGP and as the general
partner of and the investment adviser to the Cayman Fund. MGP
and AWM are referred to herein, individually, as an "Adviser"
and, collectively, as the "Advisers." The principal occupation
of Austin W. Marxe and David Greenhouse is to serve as officers,
directors and members or principal shareholders of the Advisers.
2(d) Title of Class of Securities: See cover sheets.
2(e) CUSIP Number: See cover sheets.
Item 3. If this statement is filed pursuant to $240.13d-1(b)
or 240.13d-2(b), check whether the person filing is a:
(a) ( ) Broker or Dealer registered under section 15 of the
Act;
(b) ( ) Bank as defined in section 3(a) (6) of the Act;
(c) ( ) Insurance Company as defined in section 3(a) (19) of
the Act;
(d) (x) Investment Company registered under section 8 of the
Investment Company Act of 1940;
(e) (x) An Investment Adviser in accordance with $240.13d
-1(b)(I)(ii)(E);
Page 7 of 11 Pages
(f) ( ) An employee benefit plan or endowment fund in
accordance with $240.13d-1(b)(I)(ii)(F);
(g) (x) A parent holding company or control person in
accordance with $240.13d-1(b)(1)(ii)(G);
(h) ( ) A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act;
(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;
(j) ( ) Group, in accordance with $240.13d-1(b)(1)(ii)(J).
See Exhibit A attached hereto.
Item 4. Ownership:
(a) Amount Beneficially Owned: 482,206 shares of common stock
stock are beneficially owned by Austin W. Marxe and David
Greenhouse; of which 105,300 convertible preferred shares
convertible into 326,956 shares of common stock are owned by SSF
III and 50,000 shares of convertible preferred convertible into
155,250 common shares are owned by the Cayman Fund.
(b) Percent of Class: 16.2 percent of the Common Stock are
beneficially owned by Austin Marxe and David Greenhouse. 11.6
percent of the Common Stock are beneficially owned by SSF III
and 5.8 percent are beneficially owned by the Cayman Fund.
(c) Number of Shares as to which the person has Rights to
Vote and/or Dispose of Securities: SSF III, MGP, the Cayman
Fund and AWM have sole power to vote or to direct the vote and
to dispose or to direct the disposition of all securities
Page 8 of 11 Pages
reported hereby which are respectively beneficially owned by
each Fund and its Adviser. Austin Marxe and David Greenhouse
have shared power to vote or to direct the vote of and to
dispose or to direct the disposition of securities reported
hereby which Austin Marxe and David Greenhouse beneficially own
by virtue of being Executive Officers of the Investment
Advisers.
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 that five percent of the class of securities,
check the following .
Item 6.Ownership of More than Five Percent on Behalf of Another
Person: SSF III and the Cayman Fund as owners of the securities
in question, have the right to receive any dividends from, or
proceeds from the sale of, such securities.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security being Reported on By the Parent
Holding Company: See Exhibit A attached hereto.
Item 8. Identification and Classification of Members of the
Group: Not applicable
Item 9. Notices of Dissolution of Group: Not applicable.
Page 9 of 11 Pages
Item 10. Certification:
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.
Page 10 of 11 Pages
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.
Dated: February 8, 2002
SPECIAL SITUATIONS FUND III, L.P.
By:/s/ Austin W. Marxe
Austin W. Marxe
Managing Director
MGP ADVISERS LIMITED PARTERSHIP
By:/s/Austin W. Marxe
Austin W. Marxe
President and Chief Executive Officer
SPECIAL SITUATIONS CAYMAN FUND, L.P.
By: /s/ Austin W. Marxe
Austin W. Marxe
Managing Director
AWM INVESTMENT COMPANY, INC.
By: /s/ Austin W. Marxe
Austin W. Marxe
President and CEO
/s/ Austin W. Marxe
AUSTIN W. MARXE
/s/David M Greenhouse
David M. Greenhouse
Page 11 of 11 Pages
EXHIBIT A
This Exhibit explains the relationship between the
Reporting Persons. MGP Advisers Limited Partnership (MGP), a
Delaware limited partnership, is the general partner of the
Special Situations Fund III, L.P., a Delaware Limited
Partnership. AWM Investment Company, Inc., a Delaware
corporation, is the general partner of MGP and the general
partner of and investment adviser to the Cayman Fund. Austin W.
Marxe and David M. Greenhouse are the principal owners of MGP
and AWM and are principally responsible for the selection,
acquisition and disposition of the portfolios securities by the
investment advisers on behalf of their Fund.