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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Tom Brown Inc.
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(Name of Issuer)
Common
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(Title of Class of Securities)
115660201
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(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 1 of
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CUSIP NO. 115660201 13G PAGE 2 OF 9 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Steinberg Asset Management Company, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
5 SOLE VOTING POWER
65,000
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 68,800
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
68,800
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.29%
12 TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP NO. 115660201 13G PAGE 3 OF 9 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Steinberg Asset Management Company, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
5 SOLE VOTING POWER
1,555,800
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 2,183,450
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,183,450
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.13%
12 TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP NO. 115660201 13G PAGE 4 OF 9 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael A. Steinberg & Company, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
5 SOLE VOTING POWER
0
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 28,000
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,800
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.12%
12 TYPE OF REPORTING PERSON*
BD
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP NO. 115660201 13G PAGE 5 OF 9 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael A. Steinberg
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of New York
5 SOLE VOTING POWER
74,500
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 74,500
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
74,500
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.31%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
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SCHEDULE 13G Page 6 of 9
Item 1(a) Name of Issuer:
TOM BROWN INC.
Item 1(b) Address of Issuer's Principal Executive Offices:
500 Empire Plaza, PO Box 2608, Midland, TX 79701
Item 2(a) Name of Person Filing:
1) Steinberg Asset Management Co., Inc.
2) Steinberg Asset Management Co., LP
3) Michael A. Steinberg & Co., Inc.
4) Michael A. Steinberg
Item 2(b) Address of Financial Business Office:
12 East 49th Street, New York, NY 10017
Item 2(c) Citizenship:
1) State of Delaware 3) State of Delaware
2) State of Delaware 4) State of New York
Item 2(d) Title of Class of Securities:
Common
Item 2(e) CUSIP Number:
115660201
Item 3(a) [X] Broker or Dealer registered under Section 15 of the Act
3(e) [X] Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940.
Item 4. Ownership.
(a) Amount Beneficially Owned:
2,354,750
(b) Percent of Class:
9.85
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SCHEDULE 13G Page 7 of 9
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the
vote ...................................... 1,695,300
(ii) shared power to vote or to direct the
vote ...................................... none
(iii) sole power to dispose or to direct the
disposition of ............................ 2,354,750
(iv) shared power to dispose or to direct the
disposition ............................... none
Item 5. Not Applicable
Item 6. No client or other person known to the Reporting Persons
has an interest that relates to 5% or more of this Security.
Item 7. Not Applicable
Item 8. Not Applicable
Item 9. Not Applicable
Item 10.
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.
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Page 8 of 9
Exhibit A
Steinberg Asset Management, Inc., as general partner of Steinberg Asset
Management, L.P., may be deemed to have beneficial ownership of the securities
beneficially owned by Steinberg Asset Management, L.P.
Michael A. Steinberg may be deemed to have beneficial ownership of the
securities beneficially owned by Steinberg Asset Management, Inc., Steinberg
Asset Management, L.P. and Michael A. Steinberg & Company, Inc. In addition,
the securities reported as beneficially owned by Michael A. Steinberg include
securities held by Mr. Steinberg's wife and children as well as securities held
in trust for Mr. Steinberg's children of which Mr. Steinberg is trustee.
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Page 9 of 9
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.
1/30/97
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Date 1/30/97
/s/ Steve Feld
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Signature Steve Feld
Steven Feld - Vice President
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Name & Title
