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