BROWN TOM INC /DE
8-K, 1997-10-10
CRUDE PETROLEUM & NATURAL GAS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 8-K
                                    --------


                Current Report Pursuant to Section 13 or 15(d) of
                           The Securities Act of 1934

        Date of Report (Date of earliest event reported): October 7, 1997



                                 TOM BROWN, INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)



         Delaware                     0-3880                   95-1949781
- ----------------------------       ------------           -------------------
(State or other jurisdiction       (Commission             (IRS Employer
    of incorporation)              File Number)           Identification No.) 


                 508 West Wall, Suite 500, Midland, Texas 79701
                -------------------------------------------------
               (Address of principal executive offices) (Zip Code)


                                 (915) 682-9715
               --------------------------------------------------
              (Registrant's telephone number, including area code)



                                 Not Applicable
          ------------------------------------------------------------
         (Former name or former address, if changed since last report.)


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Item 5.  Other Events.  On October 7, 1997, the Registrant issued the following
         press release:





                                 TOM BROWN, INC.
                    SIGNS LETTER OF INTENT TO ACQUIRE GENESIS



         October 7, 1997,  Midland,  Texas . . . . Tom Brown, Inc.  (NASDAQ:
TMBR) today announced the signing of a Letter of Intent to acquire all of the
assets of Genesis Gas and Oil, L.L.C. for $35 million. This acquisition will
substantially increase the Company's working interest in the Piceance Basin of
western Colorado. The acquisition is subject to the signing of a definitive
agreement and is anticipated to close by October 31, 1997.

         The Genesis assets are located primarily in the Piceance Basin of
western Colorado and principally operated by Tom Brown, Inc. These properties
provide current net production of approximately 6 million cubic feet of gas and
150 barrels of oil per day. The net proved reserves, of the Genesis properties,
are estimated to be 30 billion cubic feet equivalent of gas as of September 30,
1997. The Company's current development drilling program is expected to increase
the existing reserves, with 8 additional wells to be drilled by year-end. The
acquisition will increase the Company's acreage position in the Piceance Basin
from approximately 54,000 to 86,000 net developed and 100,000 to 148,000 net
undeveloped acres.

         Donald L. Evans, Chairman and Chief Executive Officer said "This
acquisition will increase our position in the Rocky Mountains, specifically in
the Piceance Basin where we have synergies with Wildhorse Energy Partners, our
gas gathering, processing and marketing venture with KN Energy Inc. The
acquisition will double the Company's working interest from approximately 23% to
46% in 238 producing wells and over 500 potential development locations in one
of the Company's core areas of activity."

         This news release includes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Although the Company believes that its
expectations are based on reasonable assumptions, it can give no assurance that
its goals will be achieved. Important factors that could cause actual results to
differ materially from those in the forward looking statements herein include
the timing and extent of changes in commodity prices for oil and gas,
environmental risks, operating risks, risks related to exploration and
development, the ability of the Company to meet its stated business goals and
other risk factors as described in the Company's 1996 Annual Report and Form
10-K as filed with the Securities and Exchange Commission.





<PAGE>   3


                                    SIGNATURE


         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.

Dated:  October 10, 1997

                                          TOM BROWN, INC.



                                     By: /s/ Bruce R. DeBoer
                                        -----------------------------------
                                             Bruce R. DeBoer 
                                             Vice President



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