SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported) June 24, 1996
TGC Industries, Inc.
(Exact name of registrant as specified in its charter)
Texas 74-2095844
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
1304 Summit Avenue, Suite 2, Plano, Texas 75074
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 881-1099
Item 5. Other Events
On June 24, 1996, the Board of Directors of TGC Industries, Inc.
("TGC" or the "Company") approved a record date of July 15, 1996 (the "Record
Date"), for the spin-off of its wholly-owned subsidiary, Chase Packaging
Corporation ("Chase").
Under the terms of the spin-off, TGC will liquidate Chase with TGC
receiving all of Chase's properties and liabilities in cancellation of the
Chase stock held by TGC. TGC intends to then form a new wholly owned
subsidiary to which will be transferred all of the properties and
liabilities previously received by TGC as a result of the liquidation of
Chase, except TGC will retain the Portland, Oregon facility (which it
intends to subsequently sell). The new subsidiary will be spun-off to the
holders of TGC's Common Stock and, on an as if converted basis, to the
holders of TGC's Series C 8% Convertible Exchangeable Preferred Stock (the
"Preferred Stock"), which is being sold in a private placement that TGC
anticipates will close the week of July 8, 1996. Assuming the maximum
number of shares is sold in this private placement, 1,160,000 shares of
Preferred Stock will be outstanding at $5 per share. Each share of Preferred
Stock is convertible at the initial conversion price per share of Common
Stock of Seventy-Five Cents. TGC anticipates the approval of the spin-off
transaction by the primary lenders to Chase.
Under the terms of the spin-off agreement, the holders of TGC's Common
Stock and the holders of TGC's Series C 8% Convertible Exchangeable Preferred
Stock as of the July 15 Record Date will receive Common Stock of Chase on
the basis of one-half share of Chase for each share of Common Stock of TGC
held as of the Record Date, or, with respect to the Preferred Stock of TGC
held on the Record Date, one-half share of Chase for each share of Common
Stock of TGC as if the Preferred Stock holder converted. Following the
spin-off, the Company anticipates that Chase's common stock will trade over
the counter and will be quoted on the OTC Bulletin Board. However,
no assurance can be given that a market in Chase Common Stock will develop.
Chase will continue the specialty packaging business, and TGC will continue
in the geophysical services business.
Although the effective date of the spin-off will be July 31,
1996, the Chase common stock will not begin trading until its
registration statement with the Securities and Exchange Commission
has been declared effective, which is expected to take place in
August of 1996.
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.
July 3, 1996 By:_/s/Rice M. Tilley, Jr.
Rice M. Tilley, Jr.
Assistant Secretary