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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
TGC Industries, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
872417308
- --------------------------------------------------------------------------------
(CUSIP Number)
04/22/2006
- --------------------------------------------------------------------------------
(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).
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.
CUSIP No. 13G Page 2 of 7 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).
Rice Hall James & Associates, LLC (Rice Hall James); RHJ Management
Company LLC (RHJMC); and David P. Tessmer, employee, Rice Hall James
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_| (b) |X| Group disclaimed
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
692,112 Shares
-----------------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 0 Shares
OWNED BY -----------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 692,112 Shares
WITH: ----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
0 Shares
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
692,112 shares (686,377 for Rice Hall James and
5,775 for David P. Tessmer)
- --------------------------------------------------------------------------------
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)
4.8%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, OO (Rice Hall James & Associates, LLC and RHJ Management Company)
IN (David P. tessmer)
- --------------------------------------------------------------------------------
CUSIP No. 872417308 13G Page 3 of 7 Pages
Item 1(a). Name of Issuer:
TGC Industries, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
1304 Summit, Suite 2, Plano, Texas 75074
Item 2(a). Name of Person Filing:
Rice Hall James & Associates, LLC;
RHJ Management Company LLC; and
David P. Tesmer, 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 avdvisory 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 soley by the
respective Reporting Person, and no Reporting Person undertakes herby any
responsibility for the accuracy or completeness of such information concerning
any other Reporting Person.
Item 2(b). Address of Principal Business Office, or if None, Residence:
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
Item 2(e). CUSIP Number:
872417308
CUSIP No. 872417308 13G Page 4 of 7 Pages
Item 3. If this statement is filed pursuant to ss.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).
(e) |X| An investment adviser in accordance with ss.240.13d-1(b)(1)
(ii)(E);
(f) |_| An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) |X| A parent holding company or control person in accordance with
ss. 240.13d-1(b)(1)(ii)(G);
(h) |_| A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12U.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 ss.240.13d-1(b)(1)(ii)(J).
CUSIP No. 872417308 13G Page 5 of 7 Pages
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.
(a) Amount beneficially owned: 692,112 Shares.
(b) Percent of class: 4.8%.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote 692,112 shares.
(ii) Shared power to vote or to direct the vote 0 shares.
(iii) Sole power to dispose or to direct the disposition of 692,112
shares.
(iv) Shared power to dispose or to direct the disposition of 0
shares.
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 [X].
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
Not applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
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.
Not applicable
Item 9. Notice of Dissolution of Group.
Not applicable
Item 10. Certifications.
(a) The following certification shall be included if the statement is
filed pursuant to ss.240.13d-1(b):
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.
(b) The following certification shall be included if the statement is
filed pursuant to ss.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.
CUSIP No. 872417308 13G Page 6 of 7 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.
Date: February 14, 2006
RICE HALL JAMES & ASSOCIATES, LLC
By: /s/ Donald O. Dempster
------------------------------------------
Donald O. Dempster
Chief Compliance Officer
RHJ MANAGEMENT COMPANY, LLC
By: /s/ Kevin T. 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
CUSIP No. 872417308 13G Page 7 of 7 Pages
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
representative's authority 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 ss.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)
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 14, 2007
RICE HALL JAMES & ASSOCIATES, LLC
By: /s/ Donald O Dempster
------------------------------------------
Donald O. Dempster
Chief Compliance Officer
RHJ MANAGEMENT COMPANY, LLC
By: /s/ Kevin T. 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