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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report February 23, 2004
(Date of earliest event reported)
TGC Industries, Inc.
(Exact name of registrant as specified in its charter)
Texas 0-14908 74-2095844
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
1304 Summit, Suite 2
Plano, Texas 75074
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (972) 881-1099
Item 5. Other Events and Regulation FD Disclosure.
On February 24, 2004, TGC Industries, Inc. ("TGC" or the "Company")
announced that WEDGE Energy Services, L.L.C. ("WEDGE Energy") had
completed a transaction, selling all 3,024,264 outstanding shares of the
Company's 8.5% Senior Convertible Preferred Stock to a group of
purchasers in private transactions. The group of purchasers includes
several members of the Company's Board of Directors who purchased
1,772,200 of such shares. In addition, WEDGE Energy's two designated
Board members have resigned.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 News Release disseminated on February 24, 2004.
Signatures
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
TGC INDUSTRIES, INC.
February 26, 2004
By: /s/ WAYNE A. WHITENER
Wayne A. Whitener,
President and CEO
(Principal Executive Officer)
EXHIBIT "A"
____________
NEWS RELEASE: FOR IMMEDIATE RELEASE
TGC INDUSTRIES, INC.
WEDGE Energy Services, L.L.C.
Sells Its TGC Industries Senior Preferred Shares
Plano, Texas -- Tuesday, February 24, 2004 -- TGC Industries, Inc.
(Nasdaq OTC BB: TGCI) announced today that WEDGE Energy Services, L.L.C.
("WEDGE Energy") has completed a transaction, selling all 3,024,264
outstanding shares of the Company's 8.5% Senior Convertible Preferred
Stock to a group of investors in private transactions. The group of
investors includes several members of the Company's Board of Directors
who purchased 1,772,200 of such shares. In addition, WEDGE Energy's two
designated Board members have resigned.
This report contains forward-looking statements which reflect the view
of Company's management with respect to future events. Although
management believes that the expectations reflected in such forward-
looking statements are reasonable, it can give no assurance that
expectations will prove to have been correct. Important factors that
could cause actual results to differ materially from such expectations
are disclosed in the Company's Securities and Exchange Commission
filings, and include, but are not limited to the dependence upon energy
industry spending for seismic services, the unpredictable nature of
forecasting weather, the potential for contract delay or cancellation,
the potential for fluctuations in oil and gas prices, and the
availability of capital resources. The forward-looking statements
contained herein reflect the current views of the Company's management
and the Company assumes no obligation to update the forward-looking
statements or to update the reasons actual results could differ from
those contemplated by such forward-looking statements.
TGC, based in Plano, Texas, is a geophysical service company which
primarily provides 3-D seismic services to oil and gas companies. It
also maintains a geophysical gravity data bank.
Contact: Wayne Whitener (972) 881-1099
President & CEO
Email: wwhitener@tgcseismic.com
Investor Relations Contact: Andrew J. Kaplan (732) 747-0702
Barry Kaplan Associates
623 River Road
Fair Haven, NJ 07704
Email: smallkap@aol.com