TEJAS GAS CORP
SC 13G/A, 1996-02-13
NATURAL GAS TRANSMISSION
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  SCHEDULE 13G


                    UNDER THE SECURITIES EXCHANGE ACT OF 1934

                               (AMENDMENT NO. 1) *



                              Tejas Gas Corporation
         -------------------------------------------------------------
                                (Name of Issuer)


                                  Common Stock
         -------------------------------------------------------------
                         (Title of Class of Securities)


                                   879075 10 9
                           -------------------------
                                 (CUSIP Number)



Check the following  box if a fee is being paid with this  statement / /. (A fee
is not required only if the filing person:  (1) has a previous statement on file
reporting  beneficial  ownership  of more  than  five  percent  of the  class of
securities  described  in Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting  beneficial  ownership of five percent or less of such class.)
(See Rule 13d-7).

*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).


<PAGE>



CUSIP NO.  879075 10 9                                         PAGE 2 OF 5 PAGES



     1    NAME OF REPORTING PERSON
          S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
                    Jay A. Precourt
                    SS# ###-##-####

     2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                    Not applicable                                (a)  / /
                                                                  (b)  / /

     3    SEC USE ONLY

     4    CITIZENSHIP OR PLACE OF ORGANIZATION

                                   U.S.

                    5    SOLE VOTING POWER
                                   554,572
NUMBER OF
SHARES
BENEFICIALLY        6    SHARED VOTING POWER
OWNED                              None
BY
EACH                7    SOLE DISPOSITIVE POWER
REPORTING                          581,257
PERSON
WITH                8    SHARED DISPOSITIVE POWER
                                      None


     9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                    581,257

     10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
                    /X/**

     11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
                    5.0 % (rounded up from 4.98%)

     12   TYPE OF REPORTING PERSON*
                    IN


                      *SEE INSTRUCTION BEFORE FILLING OUT!

     **Excludes  19,470 shares of Common Stock held by Mr. Precourt's spouse and
458  shares of Common  Stock  held in trust for the  benefit  of Mr.  Precourt's
daughter.  Mr. Precourt disclaims beneficial ownership of these shares of Common
Stock and nothing in this  Schedule 13G shall be construed as an admission  that
Mr.  Precourt is the  beneficial  owner of such  shares for  purposes of Section
13(d) or 13(g) of the  Securities  Exchange Act of 1934, as amended,  or for any
other purpose.


<PAGE>



CUSIP NO.  879075 10 9                                         PAGE 3 OF 5 PAGES


ITEM 1.

     Item 1(a) NAME OF ISSUER:               Tejas Gas Corporation

     Item 1(b) ADDRESS OF ISSUER'S
               PRINCIPAL EXECUTIVE OFFICES:  1301 McKinney, Suite 700
                                             Houston, Texas  77010
ITEM 2.

     Item 2(a) NAME OF PERSON FILING:        Jay A. Precourt

     Item 2(b) ADDRESS OF PRINCIPAL
               BUSINESS OFFICE:              1301 McKinney, Suite 700
                                             Houston, Texas  77010

     Item 2(c) CITIZENSHIP:                  U.S.

     Item 2(d) TITLE OF CLASS OF SECURITIES: Common Stock

     Item 2(e) CUSIP NUMBER:                 879075 10 9


ITEM 3.   IF THIS  STATEMENT  IS FILED  PURSUANT TO RULE 13D-1(B), OR 13D- 2(B),
          CHECK WHETHER THE PERSON FILING IS A:


          (a)  / /  Broker or dealer registered under Section 15 of the Act

          (b)  / /  Bank as defined in section 3(a)(6) of the Act

          (c)  / /  Insurance Company as defined in  section 3(a)(19) of the Act

          (d)  / /  Investment   Company   registered   under  section 8  of the
                    Investment Company Act

          (e)  / /  Investment Adviser  registered  under  section  203  of  the
                    Investment Advisers Act of 1940

          (f)  / /  Employee Benefit Plan, Pension Fund which is subject  to the
                    provisions of the Employee Retirement Income Security Act of
                    1974 or Endowment Fund; see ss. 240.13d-1(b)(1)(ii)(F)

          (g)  / /  Parent  Holding   Company,  in  accordance  with  Subsection
                    240.13d-1(b)(ii)(G) (Note: See Item 7)

          (h)  / /  Group, in accordance with Subsection 240.13d-1(b)(1)(ii)(H)


<PAGE>



CUSIP NO.  879075 10 9                                         PAGE 4 OF 5 PAGES


ITEM 4.   OWNERSHIP

          (a)  Amount Beneficially Owned:                             581,257

          (b)  Percent of Class:  5.0% (rounded up from 4.98%)

          (c)  Number of shares as to which such person has:

               (i)   Sole power to vote or to direct the vote:        554,572

               (ii)  Shared power to vote or to direct the vote:         None

               (iii) Sole power to dispose or to direct the
                     disposition of:                                  581,257

               (iv)  Shared power to dispose or to direct the
                     disposition:                                        None


ITEM 5.   OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

               /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

               Not Applicable

ITEM 8.   IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

               Not Applicable

ITEM 9.   NOTICE OF DISSOLUTION OF GROUP

               Not Applicable

ITEM 10.  CERTIFICATION

               Not Applicable


<PAGE>



CUSIP NO.  879075 10 9                                         PAGE 5 OF 5 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.


Dated:    February 13, 1996



                                   /s/  JAY A. PRECOURT
                              -----------------------------------
                                        Jay A. Precourt




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