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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 1)
TGC INDUSTRIES, INC.
(Name of Issuer)
COMMON STOCK (NEW), $.30 PAR VALUE PER SHARE
(Title of Class of Securities)
872417308
(CUSIP Number)
RICHARD E. BLOHM, JR., 1415 LOUISIANA STREET, SUITE 3000, HOUSTON, TEXAS 77002
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
with a copy to:
DARRYL M. BURMAN, 1900 W. LOOP SOUTH, SUITE 1100, HOUSTON, TEXAS 77027
DECEMBER 1, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
The information required on 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.
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<TABLE>
<S> <C> <C>
CUSIP NO. 872417308 AMENDMENT NO. 1 TO 13D PAGE 2 OF 6
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1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
WEDGE Energy Services, L.L.C.; Tax I.D. No. 76-0624532
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ] (b) [ ]
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3. SEC USE ONLY:
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4. SOURCE OF FUNDS
AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION:
United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER: -0-
8. SHARED VOTING POWER: 2,364,739*
9. SOLE DISPOSITIVE POWER: -0-
10. SHARED DISPOSITIVE POWER: 2,364,739*
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,364,739*
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
50.5%**
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14. TYPE OF REPORTING PERSON:
OO: Limited Liability Company
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</TABLE>
* Represents the sum of (i) 8,804 shares of common stock, par value $.30 per
share ("Common Stock"), of TGC Industries, Inc. ("TGC"), and (ii) 2,355,935
shares of Common Stock issuable upon conversion of a like number of shares of
TGC's Series D Preferred Stock.
** Includes (i) 8,804 shares of Common Stock and (ii) 2,355,935 shares of Common
Stock issuable upon conversion of the Series D Preferred Stock; does not include
any shares of Common Stock issuable to other parties upon conversion of
outstanding shares of TGC's Series C 8% Convertible Exchangeable Preferred
Stock, par value $1.00 per share, its outstanding warrants or its outstanding
stock options.
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<TABLE>
<S> <C> <C>
CUSIP NO. 872417308 AMENDMENT NO. 1 TO 13D PAGE 3 OF 6
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1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Issam M. Fares
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ] (b) [ ]
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3. SEC USE ONLY:
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4. SOURCE OF FUNDS
AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Lebanon
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER: -0-
8. SHARED VOTING POWER: 2,364,739*
9. SOLE DISPOSITIVE POWER: -0-
10. SHARED DISPOSITIVE POWER: 2,364,739*
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,364,739*
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
50.5%**
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14. TYPE OF REPORTING PERSON:
IN
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</TABLE>
* Represents the sum of (i) 8,804 shares of common stock, par value $.30 per
share ("Common Stock"), of TGC Industries, Inc. ("TGC"), and (ii) 2,355,935
shares of Common Stock issuable upon conversion of a like number of shares of
TGC's Series D Preferred Stock.
** Includes (i) 8,804 shares of Common Stock and (ii) 2,355,935 shares of Common
Stock issuable upon conversion of the Series D Preferred Stock; does not include
any shares of Common Stock issuable to other parties upon conversion of
outstanding shares of TGC's Series C 8% Convertible Exchangeable Preferred
Stock, par value $1.00 per share, its outstanding warrants or its outstanding
stock options.
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CUSIP NO. 872417308 AMENDMENT NO. 1 TO 13D PAGE 4 OF 6
STATEMENT ON SCHEDULE 13D
AMENDMENT NO. 1
Unless otherwise defined or indicated in this Amendment No. 1,
capitalized terms which are used herein and are defined in the Schedule 13D
dated December 13, 1999 ("Original 13D") shall have the meanings assigned to
them in the Original 13D. All information herein with respect to TGC Industries,
Inc., a Texas corporation, is to the best knowledge and belief of the Reporting
Persons, as defined herein.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As disclosed in the original 13D, on December 13, 1999 WEDGE purchased
the Debenture which was initially convertible into (i) 2,173,913 shares of
Common Stock of TGC or (ii) 2,173,913 shares of Senior Preferred Stock or
Series D Preferred Stock of TGC (both of which are initially convertible into
2,173,913 shares of Common Stock of TGC). On May 16, 2000, WEDGE converted the
Debenture and all unpaid interest thereon into an aggregate of 2,252,445 shares
of Series D Preferred Stock of TGC, representing (i) 2,173,913 shares issued
upon conversion of the Debenture and (ii) 78,532 shares issued upon conversion
of the interest on the Debenture. In addition, (x) WEDGE received dividends on
the Series D Preferred Stock of TGC of (i) 7,445 shares of the Series D
Preferred Stock of TGC on June 1, 2000 and (ii) 96,045 shares of the Series D
Preferred Stock of TGC on December 1, 2000 (which in the aggregate are
convertible into 103,490 shares of Common Stock of TGC), and (y) WEDGE owns an
additional 8,804 shares of Common Stock, which were acquired in open market
transactions on the dates and at the prices per share as reflected in Exhibit
99.4, which is incorporated herein by reference. The 2,355,935 shares of Common
Stock of TGC issuable upon conversion of the Series D Preferred Stock and the
8,804 shares of Common Stock represent 50.5% of the outstanding Common Stock
(based on the number of shares of Common Stock outstanding as of December 31,
2000 as represented by TGC). Based on certain representations made by TGC to
WEDGE, on a fully-diluted basis, which assumes conversion of (x) the Series C
Preferred Stock, and (y) warrants and stock options, the 2,355,935 shares of
Common Stock of TGC issuable upon conversion of the Series D Preferred Stock and
the 8,804 shares of Common Stock of TGC represent 27.4% of the outstanding
Common Stock of TGC.
(b) Mr. Fares may be deemed to beneficially own and thereby share voting
and dispositive power over the shares of Common Stock issuable upon conversion
of the shares of Series D Preferred Stock of TGC held by WEDGE. See Item 2 of
the Original 13D.
(c) Other than the transactions described in this Item 5, none of the
Reporting Persons has effected any transactions in the Common Stock during the
preceding 60 days.
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CUSIP NO. 872417308 AMENDMENT NO. 1 TO 13D PAGE 5 OF 6
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
99.1 Debenture Purchase Agreement, including as exhibits attached thereto,
(a) the Debenture Agreement, (b) the Terms of the Senior Preferred
Stock, (c) the Terms of the Series D Preferred Stock, and (d) the
Voting Agreement. (Previously filed as an exhibit to the Original 13D.)
99.2 Power of Attorney from Issam M. Fares. (Previously filed as an exhibit
to the Original 13D.)
99.3 Joint Filing Agreement between the Reporting Persons. (Previously filed
as an exhibit to the Original 13D.)
99.4 Schedule of TGC Common Stock Purchases.
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CUSIP NO. 872417308 AMENDMENT NO. 1 TO 13D PAGE 6 OF 6
SIGNATURES
After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: January 19, 2001 WEDGE ENERGY SERVICES, L.L.C.
By: /s/ Richard E. Blohm, Jr.
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Name: Richard E. Blohm, Jr.
Title: Secretary
Dated: January 19, 2001 ISSAM M. FARES
By: /s/ Richard E. Blohm, Jr.
--------------------------
Name: Richard E. Blohm, Jr.
Title: Attorney-In-Fact
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EXHIBIT INDEX
EXHIBIT
INDEX DESCRIPTION
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99.1 Debenture Purchase Agreement, including as exhibits attached thereto,
(a) the Debenture Agreement, (b) the Terms of the Senior Preferred
Stock, (c) the Terms of the Series D Preferred Stock, and (d) the
Voting Agreement. (Previously filed as an exhibit to the Original 13D.)
99.2 Power of Attorney from Issam M. Fares. (Previously filed as an exhibit
to the Original 13D.)
99.3 Joint Filing Agreement between the Reporting Persons. (Previously filed
as an exhibit to the Original 13D.)
99.4 Schedule of TGC Common Stock Purchases.
