SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
TOM BROWN, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
115660201
(CUSIP Number)
Jonathan C. Calvert
Austin, Calvert & Flavin, Inc.
112 East Pecan, Suite 2800, San Antonio, Texas 78205 (210) 224-8241
(Name, address and telephone number of person
authorized to receive notices and communications)
June 19, 1996
(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 [ ].
Check the following box if a fee is being paid with the statement [X].
(A fee is not required only if the reporting 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.)
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 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 purposes 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>
13D
CUSIP No. 115660201
___________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Austin, Calvert & Flavin, Inc.
___________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
___________________________________________________________________________
(3) SEC USE ONLY
___________________________________________________________________________
(4) SOURCE OF FUNDS **
00 AF
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
___________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
___________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES
___________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
863,125
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING
___________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
863,125
___________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
863,125
___________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
___________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
4.1%
___________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IA CO
___________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
CUSIP No. 115660201
___________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Encino Partners, L.P.
___________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
___________________________________________________________________________
(3) SEC USE ONLY
___________________________________________________________________________
(4) SOURCE OF FUNDS **
WC
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
___________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
___________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES
___________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
106,300
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING
___________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
106,300
___________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
106,300
___________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
___________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
.5%
___________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
___________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
CUSIP No. 115660201
___________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Edward H. Austin, Jr.
___________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
___________________________________________________________________________
(3) SEC USE ONLY
___________________________________________________________________________
(4) SOURCE OF FUNDS **
00, PF
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
___________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
___________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
102,200
SHARES
___________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
969,425
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
102,200
REPORTING
___________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
969,425
___________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,071,625
___________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
___________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
5.1%
___________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
___________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
CUSIP No. 115660201
___________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Jonathan C. Calvert
___________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
___________________________________________________________________________
(3) SEC USE ONLY
___________________________________________________________________________
(4) SOURCE OF FUNDS **
00
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
___________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
___________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES
___________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
969,425
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING
___________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
969,425
___________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
969,425
___________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
___________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
4.6%
___________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
___________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
CUSIP No. 115660201
___________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Harry M. Flavin
___________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
___________________________________________________________________________
(3) SEC USE ONLY
___________________________________________________________________________
(4) SOURCE OF FUNDS **
00
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
___________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
___________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES
___________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
969,425
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING
___________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
969,425
___________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
969,425
___________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
___________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
4.6%
___________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
___________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to shares of Common Stock (the
"Shares") of Tom Brown, Inc.(the "Company"), a Delaware corporation whose
principal executive offices are located at 508 Empire Plaza Bldg., Midland,
Texas 79701.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Schedule is filed on behalf of (i) Austin, Calvert & Flavin,
Inc. ("AC&F") in connection with Shares held in discretionary accounts
managed by it("AC&F Shares"),(ii) Encino Partners, L.P. ("Encino"), a
partnership comprised of three principals of AC&F, in connection with
Shares owned by it ("Encino Shares")(iii) Edward H. Austin, Jr., in
connection with Shares owned directly by Mr. Austin, Shares owned by family
members of Mr. Austin, AC&F Shares and Encino Shares, (iv) Jonathan C.
Calvert, in connection with AC&F Shares and Encino Shares, and (v) Harry M.
Flavin, in connection with AC&F Shares and Encino Shares.
Messrs. Austin, Calvert and Flavin are executive officers and
directors of AC&F, and serve as General Partners of Encino, a private
investment fund affiliated with AC&F.
The reporting entities and individuals (collectively, the
"Group") are making a joint filing pursuant to Rule 13d-1(f) because, by
reason of the relationship described herein, they may be deemed to be a
"group" within the meaning of Section 13(d)(3) with respect to acquiring,
holding and disposing of shares.
(b) The address of the principal place of business and principal
office of each person referred to in paragraph (a) is 112 East Pecan, Suite
2800, San Antonio, Texas 78205.
(c) The principal business of AC&F is that of an investment adviser.
The principal business of Encino is that of a private investment
fund, engaged in the purchase and sale of securities for investment for its
own account.
The principal occupation of Mr. Austin is as Vice President,
Secretary and Director of AC&F, and as a General Partner of Encino.
The principal occupation of Mr. Calvert is as President and
Director of AC&F, and as a General Partner of Encino.
The principal occupation of Mr. Flavin is as Vice President,
Chief Investment Officer and Director of AC&F, and as a General Partner of
Encino.
(d) None of the persons referred to in paragraph (a) above has,
during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) None of the persons referred to in paragraph (a) above has,
during the last five years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, Federal or state securities laws or finding any violation with
respect to such laws.
(f) Each individual referred to in paragraph (a) above is a citizen
of the United States. AC&F is a corporation formed under the laws of the
State of Texas. Encino is a limited partnership organized under the laws
of the State of Delaware.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The investment cost is (i) $12,664,529 for 863,125 Shares
beneficially owned by AC&F, (ii) $1,270,292.50 for 106,300 Shares
beneficially owned by Encino, (iii) $15,419,516.50 for 1,071,625 Shares
beneficially owned by Mr. Austin, (iv) $13,934,821.50 for 969,425 Shares
beneficially owned by Mr. Calvert, and (v) $13,934,821.50 for 969,425 Shares
beneficially owned by Mr. Flavin. The aggregate investment cost of all the
Shares beneficially owned by the Group is $15,419,516.50.
The Shares purchased by Encino were purchased with its investment
capital. The Shares purchased by Mr. Austin for himself and members of Mr.
Austin's family were purchased with personal funds and investment capital.
All other Shares were purchased with the investment capital of the
respective discretionary account.
ITEM 4. PURPOSE OF THE TRANSACTION.
The purpose of the acquisition of the Shares by each of the
Reporting Persons is for investment. Each may make further purchases of
Shares from time to time and may dispose of any or all of the Shares held
by it or him at any time.
Other than as set forth above, none of the Reporting Persons has
any plans or proposals which relate to, or could result in, any of the
matters referred to in paragraphs (b) through (j), inclusive, of Item 4 of
Schedule 13D. Such entities and persons may, at any time and from time to
time, review or reconsider their position with respect to any of such
matters, but have no present intention to do so.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The approximate aggregate percentage of Shares reported
beneficially owned by each person herein is based on 21,123,994 Shares
outstanding as of May 13, 1996, as reflected in the Form 10Q of the Company
for the period ending March 31, 1996. The aggregate number of Shares
beneficially owned by the Group is 1,071,625, representing approximately
5.1% of the Shares outstanding.
As of the date hereof:
(i) AC&F owns directly no Shares. By reason of the
provisions of Rule 13d-3 of the Act, AC&F may be deemed to own
beneficially 863,125 Shares, constituting approximately 4.1% of the
Shares outstanding.
(ii) Encino owns directly 106,300 Shares, constituting
approximately .5% of the Shares outstanding.
(iii) Mr. Austin, by reason of the provisions of Rule
13d-3 of the Act, may be deemed to own beneficially 1,071,625 Shares
(including 47,600 Shares of which are directly owned by Mr. Austin),
constituting approximately 5.1% of the Shares outstanding.
(iv) Mr. Calvert owns directly no Shares. By reason of the
provisions of Rule 13d-3 of the Act, Mr. Calvert may be deemed to own
beneficially 969,425 Shares, constituting approximately 4.6% of the
Shares outstanding.
(v) Mr. Flavin owns directly no Shares. By reason of the
provisions of Rule 13d-3 of the Act, Mr. Flavin may be deemed to own
beneficially 969,425 Shares, constituting 4.6% of the Shares
outstanding.
(b) Messrs. Austin, Calvert and Flavin and AC&F share voting and
investment power as to Shares held in discretionary accounts managed by
AC&F. Messrs. Austin, Calvert and Flavin and Encino share voting and
investment power as to Shares owned by Encino. Mr. Austin has sole power
to vote and dispose of Shares directly owned by Mr. Austin and Shares owned
by members of Mr. Austin's family.
(c) The trading dates, number of shares of Common Stock
purchased or sold and price per share for all transactions in the Shares
from the 60th day prior to June 19, 1996 until June 19, 1996 by (i) AC&F on
behalf of discretionary accounts managed by it, and (ii) Mr. Austin with
respect to Shares directly owned by Mr. Austin and Shares purchased on
behalf of members of Mr. Austin's family are set forth on Schedules A and
B, respectively. All such transactions were effected through NASDAQ.
During such period, none of Encino, Mr. Calvert or Mr. Flavin entered into
any transactions in the Shares.
(d) No person other than each respective record owner of Shares
is known to have the right to receive or the power to direct the receipt of
dividends from or the proceeds of sale of such Shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Other than the agreements described in Item 7 below, there are no
contracts, understandings or relationships (legal or otherwise) among the
persons named in Item 2 hereof and between such persons or any person with
respect to any securities of the Company, including but not limited to
transfer or voting of any of the Shares, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division
of profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
There is filed herewith as Exhibit 1 a written agreement relating to
the filing of joint acquisition statements, as required by Rule 13d-1(f)(1)
of the Securities Act of 1934, and as Exhibits 2-10, powers of attorney
granting Edward H. Austin, Jr. sole power to vote and dispose of the Shares
owned by members of Mr. Austin's family.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
DATED: June 28, 1996 /s/ JONATHAN C. CALVERT
Jonathan C. Calvert, as
President of
Austin, Calvert & Flavin, Inc.
/s/ HARRY M. FLAVIN
Harry M. Flavin, as
General Partner of
Encino Partners, L.P.
/s/ EDWARD H. AUSTIN, JR.
Edward H. Austin, Jr.
/s/ JONATHAN C. CALVERT
Jonathan C. Calvert
/s/ HARRY M. FLAVIN
Harry M. Flavin
<PAGE>
Schedule A
AC&F Managed Accounts
Price Per Share
Date of Number of (including
Transaction Entity Shares Commissions, if
Purchased/ any)
(Sold)
05/02/96 AC&F-Managed 14,900 $14.875
05/02/96 AC&F-Managed 3,400 14.974
05/07/96 AC&F-Managed 15,800 15.375
05/08/96 AC&F-Managed 4,000 15.625
05/22/96 AC&F-Managed 1,800 15.500
05/22/96 AC&F-Managed 3,700 15.375
05/23/96 AC&F-Managed 12,200 14.750
05/24/96 AC&F-Managed 14,375 14.750
05/24/96 AC&F-Managed 3,000 15.125
05/29/96 AC&F-Managed 5,200 16.500
05/30/96 AC&F-Managed 2,300 16.375
05/30/96 AC&F-Managed 13,200 16.750
05/30/96 AC&F-Managed 13,800 17.125
05/30/96 AC&F-Managed 9,400 17.371
05/31/96 AC&F-Managed 1,000 17.250
05/31/96 AC&F-Managed 31,000 17.375
05/31/96 AC&F-Managed 3,500 17.625
06/03/96 AC&F-Managed 5,000 16.875
06/05/96 AC&F-Managed 6,100 16.875
06/05/96 AC&F-Managed 4,500 17.000
06/05/96 AC&F-Managed 6,600 17.125
06/07/96 AC&F-Managed 5,000 16.750
06/07/96 AC&F-Managed 15,000 16.917
06/10/96 AC&F-Managed 50,000 16.625
06/11/96 AC&F-Managed 37,100 16.500
06/11/96 AC&F-Managed 26,200 16.625
06/12/96 AC&F-Managed 900 16.375
06/13/96 AC&F-Managed 200 16.125
06/13/96 AC&F-Managed 43,650 16.250
06/14/96 AC&F-Managed 1,900 15.875
06/18/96 AC&F-Managed 134,400 15.875
06/18/96 AC&F-Managed 14,500 16.125
<PAGE>
Schedule B
Edward H. Austin, Jr./Austin Family
Price Per Share
Date of Number of (including
Transaction Entity Shares Commissions, if
Purchased/ any)
(Sold)
05/07/96 EH Austin, 500 $15.375
Jr.
05/07/96 Austin Family 2,300 15.375
05/30/96 EH Austin, 1,000 17.125
Jr.
05/30/96 Austin Family 200 17.125
05/30/96 Austin Family 300 17.371
06/13/96 EH Austin, 2,800 16.125
Jr.
06/13/96 EH Austin, 900 16.250
Jr.
06/19/96 EH Austin, 33,500 16.250
Jr.
<PAGE>
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-1(f)1
The undersigned acknowledge and agree that the foregoing
statement on Schedule 13D, as amended, is filed on behalf of each of the
undersigned and that all subsequent amendments to this statement on
Schedule 13D, as amended, shall be filed on behalf of each of the
undersigned without the necessity of filing additional joint acquisition
statements. The undersigned acknowledge that each shall be responsible for
the timely filing of such amendments, and for the completeness and accuracy
of the information concerning him or its contained therein, but shall not
be responsible for the completeness and accuracy of the information
concerning the other, except to the extent that he or its knows or has
reason to believe that such information is inaccurate.
June 28, 1996
/s/ JONATHAN C. CALVERT
Jonathan C. Calvert, as
President of
Austin, Calvert & Flavin, Inc.
/s/ HARRY M. FLAVIN
Harry M. Flavin, as
General Partner of
Encino Partners, L.P.
/s/ EDWARD H. AUSTIN, JR.
Edward H. Austin, Jr.
/s/ JONATHAN C. CALVERT
Jonathan C. Calvert
/s/ HARRY M. FLAVIN
Harry M. Flavin
<PAGE>
EXHIBIT 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
appoints Edward H. Austin, Jr. as her attorney-in-fact in her name, place
and stead to vote and dispose of the shares of Tom Brown, Inc. (the
"Shares") owned by such person.
This power of attorney grants said attorney-in-fact the sole
power to vote and dispose of the Shares, and may be revoked by the
undersigned on 61 days' prior written notice to Mr. Austin.
The undersigned hereby ratifies and confirms all whatsoever that
said attorney-in-fact shall do, or cause to be done, by virtue of this
power of attorney.
Sworn to before me this /s/ CATHERINE S. CAMPBELL
28th day of June 1996. Catherine S. Campbell
<PAGE>
EXHIBIT 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
appoints Edward H. Austin, Jr. as his attorney-in-fact in his name, place
and stead to vote and dispose of the shares of Tom Brown, Inc. (the
"Shares") owned by such person.
This power of attorney grants said attorney-in-fact the sole
power to vote and dispose of the Shares, and may be revoked by the
undersigned on 61 days' prior written notice to Mr. Austin.
The undersigned hereby ratifies and confirms all whatsoever that
said attorney-in-fact shall do, or cause to be done, by virtue of this
power of attorney.
Sworn to before me this /s/ RUTH T. CAMPBELL
28th day of June 1996. Ruth T. Campbell, on behalf of
Daniel S. Campbell
<PAGE>
EXHIBIT 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
appoints Edward H. Austin, Jr. as her attorney-in-fact in her name, place
and stead to vote and dispose of the shares of Tom Brown, Inc. (the
"Shares") owned by such person.
This power of attorney grants said attorney-in-fact the sole
power to vote and dispose of the Shares, and may be revoked by the
undersigned on 61 days' prior written notice to Mr. Austin.
The undersigned hereby ratifies and confirms all whatsoever that
said attorney-in-fact shall do, or cause to be done, by virtue of this
power of attorney.
Sworn to before me this /s/ SALLY T. CAMPBELL
28th day of June 1996. Sally T. Campbell
<PAGE>
EXHIBIT 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
appoints Edward H. Austin, Jr. as his attorney-in-fact in his name, place
and stead to vote and dispose of the shares of Tom Brown, Inc. (the
"Shares") owned by such person.
This power of attorney grants said attorney-in-fact the sole
power to vote and dispose of the Shares, and may be revoked by the
undersigned on 61 days' prior written notice to Mr. Austin.
The undersigned hereby ratifies and confirms all whatsoever that
said attorney-in-fact shall do, or cause to be done, by virtue of this
power of attorney.
Sworn to before me this /s/ AUSTIN PEDEN CONNER
28th day of June 1996. Austin Peden Conner
<PAGE>
EXHIBIT 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
appoints Edward H. Austin, Jr. as her attorney-in-fact in her name, place
and stead to vote and dispose of the shares of Tom Brown, Inc. (the
"Shares") owned by such person.
This power of attorney grants said attorney-in-fact the sole
power to vote and dispose of the Shares, and may be revoked by the
undersigned on 61 days' prior written notice to Mr. Austin.
The undersigned hereby ratifies and confirms all whatsoever that
said attorney-in-fact shall do, or cause to be done, by virtue of this
power of attorney.
Sworn to before me this /s/ MARY BOND CONNER
28th day of June 1996. Mary Bond Conner
<PAGE>
EXHIBIT 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
appoints Edward H. Austin, Jr. as its attorney-in-fact in its name, place
and stead to vote and dispose of the shares of Tom Brown, Inc. (the
"Shares") owned by such person.
This power of attorney grants said attorney-in-fact the sole
power to vote and dispose of the Shares, and may be revoked by the
undersigned on 61 days' prior written notice to Mr. Austin.
The undersigned hereby ratifies and confirms all whatsoever that
said attorney-in-fact shall do, or cause to be done, by virtue of this
power of attorney.
Sworn to before me this /s/ RUTH T. CAMPBELL
28th day of June 1996. Ruth T. Campbell, as
General Partner of
Campbell Interests, Ltd.
<PAGE>
EXHIBIT 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
appoints Edward H. Austin, Jr. as its attorney-in-fact in its name, place
and stead to vote and dispose of the shares of Tom Brown, Inc. (the
"Shares") owned by such person.
This power of attorney grants said attorney-in-fact the sole
power to vote and dispose of the Shares, and may be revoked by the
undersigned on 61 days' prior written notice to Mr. Austin.
The undersigned hereby ratifies and confirms all whatsoever that
said attorney-in-fact shall do, or cause to be done, by virtue of this
power of attorney.
Sworn to before me this /s/ BOND DAVIS
28th day of June 1996. Bond Davis, as Trustee for
Carol E Reagan H & Mary A
and Hallie F. Davis Trust
<PAGE>
EXHIBIT 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
appoints Edward H. Austin, Jr. as its attorney-in-fact in its name, place
and stead to vote and dispose of the shares of Tom Brown, Inc. (the
"Shares") owned by such person.
This power of attorney grants said attorney-in-fact the sole
power to vote and dispose of the Shares, and may be revoked by the
undersigned on 61 days' prior written notice to Mr. Austin.
The undersigned hereby ratifies and confirms all whatsoever that
said attorney-in-fact shall do, or cause to be done, by virtue of this
power of attorney.
Sworn to before me this /s/ MARY AUSTIN HART
28th day of June 1996. Mary Austin Hart, as
Sole Beneficiary of
Mary Hart Profit Sharing Plan
<PAGE>
EXHIBIT 10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
appoints Edward H. Austin, Jr. as its attorney-in-fact in its name, place
and stead to vote and dispose of the shares of Tom Brown, Inc. (the
"Shares") owned by such person.
This power of attorney grants said attorney-in-fact the sole
power to vote and dispose of the Shares, and may be revoked by the
undersigned on 61 days' prior written notice to Mr. Austin.
The undersigned hereby ratifies and confirms all whatsoever that
said attorney-in-fact shall do, or cause to be done, by virtue of this
power of attorney.
Sworn to before me this /s/ SARA T. CAMPBELL
28th day of June 1996. Sara T. Campbell, as
Trustee for Sara T.
Campbell Trust
