U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report April 2, 2003
(Date of earliest event reported)
TGC Industries, Inc.
(Exact name of registrant as specified in its charter)
Texas 0-14908 74-2095844
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
1304 Summit, Suite 2
Plano, Texas 75074
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (972) 881-1099
1
Item 4. Changes in Registrant's Certifying Accountant
On April 2, 2003, Grant Thornton LLP ("Grant Thornton") notified the
Audit Committee (the "Audit Committee") of the Board of Directors of TGC
Industries, Inc. (the "Company") and the Board of Directors of the
Company that Grant Thornton declined to stand for re-election as the
Company's principal accountants. In addition, on April 2, 2003, the
Audit Committee and the Board of Directors approved the engagement of
Lane Gorman Trubitt, LLP as the Company's principal accountants.
The reports of Grant Thornton on the Company's consolidated financial
statements for the years ended December 31, 2001 and 2002 contained no
adverse opinion or disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope or accounting principle.
In connection with its audits for the two most recent fiscal years and
through April 2, 2003, there have been no disagreements with Grant
Thornton on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Grant Thornton,
would have caused them to make reference thereto in their reports on the
Company's consolidated financial statements for such years.
Attached as Exhibit 16 to this Form 8-K is a letter from Grant Thornton
indicating their response to the statements made by the Company in this
Form 8-K.
Item 7. Financial Statements and Exhibits
(c) Exhibits - The following Exhibit is filed herewith:
EXHIBIT NUMBER DOCUMENT
16 Letter, dated April 2, 2003, from
Grant Thornton LLP to the
Securities and Exchange Commission
regarding change in certifying
accountant of the Registrant.
2
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.
April 2, 2003
By: /s/ WAYNE A. WHITENER
Wayne A. Whitener,
President and CEO
(Principal Executive Officer)
3
Exhibit 16
Grant Thornton LLP
1717 Main Street, Suite 500
Dallas, Texas 75201
T 214.561.2300
F 214.561.2370
W www.grantthornton.com
April 2, 2003
Wayne A. Whitener, President
TGC Industries, Inc.
1304 Summit, Suite 2
Plano, Texas 75074
Dear Mr. Whitener:
This is to confirm that the client-auditor relationship between TGC
Industries, Inc. (Commission File Number 0-14908) and Grant Thornton
LLP has ceased.
We have read the statements made by TGC Industries, Inc. (copy
attached), which we understand will be filed with the Commission,
pursuant to Item 4 of Form 8-K, as part of the Company's Form 8-K report
dated April 2, 2003. We agree with the statements concerning our Firm
in such Form 8-K.
Very truly yours,
/s/ Grant Thornton LLP
GRANT THORNTON LLP
cc: Chief Accountant
SECPS Letter File, Mail Stop 11-3
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
4
STATEMENT OF TGC INDUSTRIES, INC. PURSUANT TO
ITEM 4. OF FORM 8-K DATED APRIL 2, 2003
On April 2, 2003, Grant Thornton LLP ("Grant Thornton") notified the
Audit Committee (the "Audit Committee") of the Board of Directors of TGC
Industries, Inc. (the "Company") and the Board of Directors of the
Company that Grant Thornton declined to stand for re-election as the
Company's principal accountants. In addition, on April 2, 2003, the
Audit Committee and the Board of Directors approved the engagement of
Lane Gorman Trubitt, LLP as the Company's principal accountants.
The reports of Grant Thornton on the Company's consolidated financial
statements for the years ended December 31, 2001 and 2002 contained no
adverse opinion or disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope or accounting principle.
In connection with its audits for the two most recent fiscal years and
through April 2, 2003, there have been no disagreements with Grant
Thornton on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Grant Thornton,
would have caused them to make reference thereto in their reports on the
Company's consolidated financial statements for such years.
Attached as Exhibit 16 to this Form 8-K is a letter from Grant Thornton
indicating their response to the statements made by the Company in this
Form 8-K.
5