<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _________)*
Tejas Gas Corporation
- -----------------------------------------------------------------
(Name of Issuer)
Depositary Shares (each representing a one-fifth interest in
a share of 5.25% Convertible Preferred Stock)
- -----------------------------------------------------------------
(Title of Class of Securities)
879075505
-------------------------------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement
[X]. (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 1 of 14 pages<PAGE>
CUSIP No. 879075505 13G Page 2 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Berger Associates, Inc. ID No. 13-2750052
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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
-0-
6 SHARED VOTING POWER
100,000 Depositary Shares (each representing a
one-fifth interest in a share of 5.25% Convertible
Preferred Stock). The beneficial ownership
includes 78,570 shares of Common Stock which could
be acquired upon conversion of the 5.25%
Convertible Preferred Stock
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
100,000 Depositary Shares (each representing a
one-fifth interest in a share of 5.25% Convertible
Preferred Stock). The beneficial ownership
includes 78,570 shares of Common Stock which could
be acquired upon conversion of the 5.25%
Convertible Preferred Stock
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,000 Depositary Shares (each representing a one-fifth interest
in a share of 5.25% Convertible Preferred Stock). The beneficial
ownership includes 78,570 shares of Common Stock which could be
acquired upon conversion of the 5.25% Convertible Preferred Stock
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
N/A
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.7%
12 TYPE OF REPORTING PERSON
IA, CO
Page 2 of 14 Pages<PAGE>
CUSIP No. 879075505 13G Page 3 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Berger One Hundred and One Fund, Inc., dba Berger Growth and
Income Fund, Inc. ID No. 840568306
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
100,000 Depositary Shares (each representing a
one-fifth interest in a share of 5.25% Convertible
Preferred Stock). The beneficial ownership
includes 78,570 shares of Common Stock which could
be acquired upon conversion of the 5.25%
Convertible Preferred Stock
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
100,000 Depositary Shares (each representing a
one-fifth interest in a share of 5.25% Convertible
Preferred Stock). The beneficial ownership
includes 78,570 shares of Common Stock which could
be acquired upon conversion of the 5.25%
Convertible Preferred Stock
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,000 Depositary Shares (each representing a one-fifth interest
in a share of 5.25% Convertible Preferred Stock). The beneficial
ownership includes 78,570 shares of Common Stock which could be
acquired upon conversion of the 5.25% Convertible Preferred Stock
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
N/A
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.7%
12 TYPE OF REPORTING PERSON
IV, CO
Page 3 of 14 Pages<PAGE>
CUSIP No. 879075505 13G Page 4 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kansas City Southern Industries, Inc. ID No. 44-0663509
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [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
-0-
6 SHARED VOTING POWER
-0-
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
Excludes shares beneficially owned by Berger Associates, Inc. as
to which beneficial ownership is disclaimed. [X]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12 TYPE OF REPORTING PERSON
HC, CO
Page 4 of 14 Pages<PAGE>
SCHEDULE 13G Page 5 of 12
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CUSIP No. 879075505 Tejas Gas Corporation
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Item 1.
(a) Name of Issuer: Tejas Gas Corporation
(b) Address of Issuer's Principal Executive Offices:
1301 McKinney, Suite 700
Houston, TX 77010
Item 2.
(a) Name of Person Filing:
(1) Berger Associates, Inc.
(2) Berger One Hundred and One Fund, Inc., dba Berger
Growth and Income Fund, Inc.
(3) Kansas City Southern Industries, Inc.
(b) Address of Principal Business Office:
(1) Berger Associates, Inc.:
210 University Boulevard, Suite 900
Denver, Colorado 80206
(2) Berger One Hundred and One Fund, Inc., dba Berger
Growth and Income Fund, Inc.
210 University Boulevard, Suite 900
Denver, Colorado 80206
(3) Kansas City Southern Industries, Inc.
114 West 11th Street
Kansas City, MO 64105
(c) Citizenship:
(1) Berger Associates, Inc.: Delaware
(2) Berger One Hundred and One Fund, Inc., dba Berger
Growth and Income Fund, Inc.: Maryland
(3) Kansas City Southern Industries, Inc.: Delaware
(d) Title of Class of Securities: Depositary Shares (each
representing a one-fifth interest in a share of 5.25%
Convertible Preferred Stock; shares of 5.25% Convertible
Preferred Stock are convertible into shares of Common Stock
at any time at the holder's option)
(e) CUSIP Number: 879075505
Page 5 of 14 Pages<PAGE>
SCHEDULE 13G Page 6 of 12
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CUSIP No. 879075505 Tejas Gas Corporation
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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) X Investment Company registered under section 8 of the
---- Investment Company Act/1/
(e) X Investment Adviser registered under section 203 of the
---- Investment Advisers Act of 1940/2/
(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
section 240.13d-1(b)(1)(ii)(F)
(g) X Parent Holding Company, in accordance with section
---- 240.13d-1(b)(1)(ii)(G) (Note: See Item 7)/3/
(h) ____ Group, in accordance with section
240.13d-1(b)(1)(ii)(H)
Item 4. Ownership
(a) Amount Beneficially Owned:
(1) Berger Associates, Inc.:
100,000 Depositary Shares*
-------------------------
*Each representing a one-fifth interest in a share of
5.25% Convertible Preferred Stock. The beneficial
ownership includes 78,570 shares of Common Stock which
could be acquired upon conversion of the 5.25%
Convertible Preferred Stock. The filing of this
statement shall not be construed as an admission that
Berger Associates,
- ----------------------------
/1/ Berger One Hundred and One Fund, Inc., dba Berger Growth and
Income Fund, Inc., is a registered investment company.
/2/ Berger Associates, Inc. is a registered investment adviser.
/3/ Kansas City Southern Industries, Inc. ("KCSI") is the parent
holding company of Berger Associates, Inc. KCSI owns approxi-
mately 80% of Berger Associates, Inc. and is filing this
statement solely as a result of such stock ownership which may be
deemed to give KCSI control over Berger Associates, Inc.
Page 6 of 14 Pages<PAGE>
SCHEDULE 13G Page 7 of 12
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CUSIP No. 879075505 Tejas Gas Corporation
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Inc. is, for purposes of Sections 13(d) or 13(g) of the
Securities Exchange Act of 1934, the beneficial owner
of any securities covered by this statement.
Berger Associates, Inc. is a registered investment
adviser which furnishes investment advice to five
mutual funds and to individual and institutional
clients. The mutual funds, The One Hundred Fund, Inc.,
the Berger One Hundred and One Fund, Inc., dba Berger
Growth and Income Fund, Inc., the Berger Small Company
Growth Fund, a portfolio of the Berger Investment
Portfolio Trust, the New England Star Advisers Fund, a
series of New England Funds Trust I, and the Berger
Capital Growth Portfolio, a series of American Skandia
Trust (collectively, the "Funds") are open-end
management investment companies registered under the
Investment Company Act of 1940.
As a result of its role as investment adviser or sub-
adviser to the Funds, Berger Associates, Inc. may be
deemed to be the beneficial owner of securities held by
such funds.
(2) Berger One Hundred and One Fund, Inc., dba Berger
Growth and Income Fund, Inc.:
100,000 Depositary Shares*
-------------------------
*Each representing a one-fifth interest in a share of
5.25% Convertible Preferred Stock. The beneficial
ownership includes 78,570 shares of Common Stock which
could be acquired upon conversion of the 5.25%
Convertible Preferred Stock.
(3) Kansas City Southern Industries, Inc.: 0**
------
**Kansas City Southern Industries, Inc. ("KCSI") does
not own of record any Depositary Shares (each
representing a one-fifth interest in a share of 5.25%
Convertible Preferred Stock) ("Depositary Shares") or
Common Stock of Tejas Gas Corporation, it has not
engaged in any transaction in Tejas Gas Corporation
Depositary Shares or Common Stock, and it does not
exercise any voting or investment power over any
Depositary Shares or Common Stock of Tejas Gas
Corporation. All shares reported herein have
Page 7 of 14 Pages<PAGE>
SCHEDULE 13G Page 8 of 12
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CUSIP No. 879075505 Tejas Gas Corporation
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been acquired by Berger Associates, Inc.'s mutual fund
clients and KCSI specifically disclaims beneficial
ownership over any Depositary Shares or Common Stock of
Tejas Gas Corporation.
Accordingly, the filing of this statement shall not be
construed as an admission that KCSI is, for purposes of
Sections 13(d) or 13(g) of the Securities Exchange Act
of 1934, the beneficial owner of any securities covered
by this statement.
(b) Percent of Class:
(1) Berger Associates, Inc.: 7.7%*
---
*The filing of this statement shall not be construed as
an admission that Berger Associates, Inc. is, for
purposes of Sections 13(d) or 13(g) of the Securities
Exchange Act of 1934, the beneficial owner of any
securities covered by this statement.
(2) Berger One Hundred and One Fund, Inc.,
dba Berger Growth and Income Fund, Inc.: 7.7%
---
(3) Kansas City Southern Industries, Inc. 0.0%**
** See Item 4(a)(3). ---
(c) Number of shares as to which such person has:
(1) Berger Associates, Inc.:
(i) sole power to vote or to direct the vote
0
------
(ii) shared power to vote or to direct the vote
100,000 Depositary Shares***
-------------------------
***Each representing a one-fifth interest in
a share of 5.25% Convertible Preferred Stock.
The beneficial ownership includes 78,570
shares of Common Stock which could be
acquired upon conversion of the 5.25%
Convertible Preferred Stock.
(iii) sole power to dispose or to direct the
disposition of
0
------
Page 8 of 14 Pages<PAGE>
SCHEDULE 13G Page 9 of 12
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CUSIP No. 879075505 Tejas Gas Corporation
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(iv) shared power to dispose or to direct the
disposition of
100,000 Depositary Shares*
-------------------------
(2) Berger One Hundred and One Fund, Inc., dba Berger
Growth and Income Fund, Inc.:
(i) sole power to vote or to direct the vote
0
------
(ii) shared power to vote or to direct the vote
100,000 Depositary Shares*
-------------------------
(iii) sole power to dispose or to direct the
disposition of
0
------
(iv) shared power to dispose or to direct the
disposition of
100,000 Depositary Shares
-------------------------
*Each representing a one-fifth interest in a
share of 5.25% Convertible Preferred Stock.
The beneficial ownership includes 78,570
shares of Common Stock which could be
acquired upon conversion of the 5.25%
Convertible Preferred Stock.
(3) Kansas City Southern Industries, Inc.
(i) sole power to vote or to direct the vote
0
------
(ii) shared power to vote or to direct the vote
0**
------
(iii) sole power to dispose or to direct the
disposition of
0
------
(iv) shared power to dispose or to direct the
disposition of
0**
------
**See Item 4(a)(3).
Page 9 of 14 Pages<PAGE>
SCHEDULE 13G Page 10 of 12
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CUSIP No. 879075505 Tejas Gas Corporation
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Item 5. Ownership of Five Percent or Less of a Class
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another
Person
Berger One Hundred and One Fund, Inc., dba Berger Growth and
Income Fund, Inc., has the right to receive all dividends
from, and the proceeds from the sale of, the securities held
in its account.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company
This statement has been filed jointly by KCSI (parent
holding company) and Berger Associates, Inc. (its registered
investment adviser subsidiary) and information relating to
Berger Associates, Inc. has been included herein.
Item 8. Identification and Classification of Members of the Group
N/A
Item 9. Notice of Dissolution of Group
N/A
Item 10. Certification
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired
in the ordinary course of business and were not acquired for
the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in
any transaction having such purposes or effect.
Page 10 of 14 Pages<PAGE>
SCHEDULE 13G Page 11 of 12
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CUSIP No. 879075505 Tejas Gas Corporation
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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.
BERGER ASSOCIATES, INC.:
February 9, 1996
-----------------------------------
Date
Kevin R. Fay
-----------------------------------
Signature
Kevin R. Fay, Vice President -
Finance and Administration
-----------------------------------
Name/Title
BERGER ONE HUNDRED AND ONE FUND,
INC., dba BERGER GROWTH AND INCOME
FUND, INC.
February 9, 1996
-----------------------------------
Date
Kevin R. Fay
-----------------------------------
Signature
Kevin R. Fay, Vice President,
Secretary and Treasurer
-----------------------------------
Name/Title
Page 11 of 14 Pages<PAGE>
SCHEDULE 13G Page 12 of 12
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CUSIP No. 879075505 Tejas Gas Corporation
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KANSAS CITY SOUTHERN INDUSTRIES,
INC.
February 9, 1996
-----------------------------------
Date
Dan R. Carpenter
-----------------------------------
Signature
Dan R. Carpenter,
Vice President-Finance and Tax
-----------------------------------
Name/Title
Page 12 of 14 Pages<PAGE>
EXHIBIT INDEX
-------------
Exhibit Document Page No.
A Joint Filing Agreement 14
Page 13 of 14 Pages
Exhibit A
to
SCHEDULE 13G
Berger Associates, Inc.,
Berger One Hundred and One Fund, Inc.,
dba Berger Growth and Income Fund, Inc.
and
Kansas City Southern Industries, Inc.
-------------------------------------
Pursuant to Rule 13d-1(f)(1) under the Securities Exchange
Act of 1934, Berger Associates, Inc., a Delaware corporation, Berger
One Hundred and One Fund, Inc., dba Berger Growth and Income Fund,
Inc., a Maryland corporation, and Kansas City Southern Industries,
Inc., a Delaware corporation, hereby agree that the preceding Schedule
13G is being filed on behalf of each of them.
IN WITNESS WHEREOF, the parties hereto have duly executed
this agreement on this 9th day of February, 1996.
BERGER ASSOCIATES, INC.
Kevin R. Fay
-----------------------------------
Kevin R. Fay
Vice President - Finance and
Administration
BERGER ONE HUNDRED AND ONE FUND,
INC., dba BERGER GROWTH AND INCOME
FUND, INC.
Kevin R. Fay
-----------------------------------
Kevin R. Fay
Vice President, Secretary and
Treasurer
KANSAS CITY SOUTHERN INDUSTRIES,
INC.
Dan R. Carpenter
-----------------------------------
Dan R. Carpenter,
Vice President-Finance and Tax
Page 14 of 14 Pages
