SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No.1)*
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)
August 28, 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 [ ].
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
1,680,000
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
1,680,000
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,680,000
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
7.0%
_____________________________________________________________________________
(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
176,300
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
176,300
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
176,300
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
.7%
_____________________________________________________________________________
(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
212,900
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
1,856,300
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
212,900
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
1,856,300
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,069,200
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
8.7%
_____________________________________________________________________________
(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
5,000
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
1,856,300
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
5,000
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
1,856,300
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,861,300
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
7.8%
_____________________________________________________________________________
(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
1,856,300
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
1,856,300
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,856,300
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
7.8%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
The Schedule 13D, initially filed on June 19, 1996 (the "Schedule 13D"),
of Austin, Calvert & Flavin, Inc. ("AC&F"), Encino Partners, L.P. ("Encino"),
Edward H. Austin, Jr., Jonathan C. Calvert and Harry M. Flavin, relating to
shares of Common Stock (the "Shares") of Tom Brown, Inc.(the "Company"), a
Delaware corporation, is hereby amended
by this Amendment No.1 to the Schedule 13D as follows:
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Schedule is filed on behalf of (i) AC&F in connection with Shares held
in discretionary accounts managed by it("AC&F Shares"),(ii) Encino, a
partnership the General Partners of which are the 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 in
discretionary accounts managed by Mr. Austin for members of his
family, AC&F Shares and Encino Shares, (iv) Jonathan C. Calvert, in connection
with Shares directly owned by Mr. Calvert, 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.
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.
<PAGE>
(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) $28,194,357 for 1,680,000 Shares beneficially owned
by AC&F, (ii) $2,377,168 for 176,300 Shares beneficially owned by Encino, (iii)
$3,403,452 for 212,900 Shares beneficially owned by Mr. Austin other than
those owned by AC&F and Encino, and (iv) $87,165 for 5,000 Shares beneficially
owned by Mr. Calvert other than those owned by AC&F and Encino. Mr. Flavin
does not beneficially own any Shares other than the Shares owned by AC&F and
Encino. The aggregate investment cost of all the Shares beneficially owned
by the Group is $34,062,142.
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 of such persons.
Shares purchased by Mr. Calvert for himself were purchased with personal funds.
The Shares purchased by AC&F on behalf of discretionary accounts managed by it
were purchased with the investment capital of the respective discretionary
account.
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 23,898,431 Shares outstanding as of
December 23, 1996, as reflected in the Form 10-C of the Company filed on
December 26, 1996. The aggregate number of Shares beneficially owned by the
Group is 2,074,200, representing approximately 8.7% 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 1,680,000 Shares,
constituting approximately 7.0% of the Shares outstanding.
(ii) Encino owns directly 176,300 Shares, constituting approximately
.7% 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 2,069,200 Shares (including 57,600 Shares
of which are directly owned by Mr. Austin and 155,300 Shares of which have
been purchased for discretionary accounts managed by Mr. Austin for the
benefit of family members), constituting approximately 8.7% of the Shares
outstanding.
(iv) Mr. Calvert, by reason of the provisions of Rule 13d-3 of the Act,
may be deemed to own beneficially 1,861,300 Shares (including 5,000 shares of
which are directly owned by Mr. Calvert), constituting approximately 7.8% 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
1,856,300 Shares, constituting 7.8% 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
<PAGE>
directly owned by Mr. Austin and Shares owned by members of Mr. Austin's
family. Mr. Calvert has sole power to vote and dispose of shares owned by Mr.
Calvert.
(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 August 28, 1996 until December 31, 1996 by (i) AC&F on behalf of
discretionary accounts managed by it, and (ii) Encino with respect to Shares
directly owned by it, (iii) Mr. Austin with respect to Shares directly owned by
Mr. Austin and Shares purchased on behalf of members of Mr. Austin's family,
and (iv) Mr. Calvert with respect to Shares directly owned by Mr.
Calvert, and are set forth on Schedules A, B, C and D, respectively. All such
transactions were effected through NASDAQ. During such period, Mr. Flavin did
not enter 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.
<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: January 2, 1997
/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 Shares (including
Transaction Entity Purchased/(Sold) Commissions, if any)
- ----------------------------------------------------------------------------
07/23/96 AC&F-Managed 10,000 17.250
08/09/96 AC&F-Managed 24,700 14.375
08/12/96 AC&F-Managed 33,550 14.462
08/12/96 AC&F-Managed 18,200 14.500
08/23/96 AC&F-Managed 12,800 15.000
08/27/96 AC&F-Managed 6,500 16.375
08/28/96 AC&F-Managed 1,400 16.545
09/09/96 AC&F-Managed 4,000 16.500
09/10/96 AC&F-Managed 49,100 16.977
09/10/96 AC&F-Managed 8,000 17.125
09/11/96 AC&F-Managed 5,000 17.250
09/12/96 AC&F-Managed 21,000 17.702
09/13/96 AC&F-Managed 48,700 18.000
09/13/96 AC&F-Managed 22.000 17.750
09/16/96 AC&F-Managed 14,800 18.500
09/17/96 AC&F-Managed 154,500 17.375
09/17/96 AC&F-Managed (176,200) 17.375
09/18/96 AC&F-Managed 4,000 16.500
09/18/96 AC&F-Managed 4,950 16.625
09/18/96 AC&F-Managed 17,250 16.675
09/18/96 AC&F-Managed 19,000 16.750
09/19/96 AC&F-Managed 300 16.875
09/20/96 AC&F-Managed 5,000 16.750
09/24/96 AC&F-Managed 5,000 17.000
09/25/96 AC&F-Managed 4,700 17.125
<PAGE>
09/26/96 AC&F-Managed 4,000 17.750
09/27/96 AC&F-Managed 13,000 18.500
10/08/96 AC&F-Managed 12,000 19.125
10/09/96 AC&F-Managed 10,000 19.330
10/10/96 AC&F-Managed 2,400 19.500
10/10/96 AC&F-Managed 5,600 19.750
10/17/96 AC&F-Managed 4,000 19.625
10/17/96 AC&F-Managed 4,600 19.750
10/18/96 AC&F-Managed 200 19.750
10/21/96 AC&F-Managed 5,000 19.500
10/22/96 AC&F-Managed 5,500 19.750
10/23/96 AC&F-Managed 5,000 19.500
10/24/96 AC&F-Managed 93,700 19.125
10/24/96 AC&F-Managed 6,825 19.500
10/30/96 AC&F-Managed 7,225 18.500
10/30/96 AC&F-Managed 2,000 18.625
10/30/96 AC&F-Managed 13,300 18.675
10/31/96 AC&F-Managed 1,500 19.125
11/01/96 AC&F-Managed 2,200 19.000
11/12/96 AC&F-Managed 2,100 18.000
11/15/96 AC&F-Managed 1,400 17.500
11/15/96 AC&F-Managed 26,725 17.625
11/15/96 AC&F-Managed (2,900) 17.250
11/20/96 AC&F-Managed 3,350 17.250
11/21/96 AC&F-Managed 15,250 17.625
11/21/96 AC&F-Managed 1,500 17.750
11/22/96 AC&F-Managed 200 17.625
11/25/96 AC&F-Managed 16,000 18.500
11/26/96 AC&F-Managed 7,000 18.500
11/26/96 AC&F-Managed 10,000 18.875
11/27/96 AC&F-Managed 1,700 18.500
11/27/96 AC&F-Managed 1,000 18.625
<PAGE>
12/09/96 AC&F-Managed 66,400 21.324
12/10/96 AC&F-Managed 9,300 21.500
12/10/96 AC&F-Managed 13,600 21.625
12/10/96 AC&F-Managed 5,000 21.750
12/10/96 AC&F-Managed 25,600 22.000
12/10/96 AC&F-Managed 7,500 22.125
12/10/96 AC&F-Managed 3,100 22.250
12/11/96 AC&F-Managed 1,300 21.375
12/11/96 AC&F-Managed 1,100 21.750
12/11/96 AC&F-Managed 2,550 21.875
12/19/96 AC&F-Managed 5,000 20.720
12/31/96 AC&F-Managed 1,000 20.875
<PAGE>
Schedule B
Encino
Price Per Share
Date of Number ofShare (including
Transaction Entity Purchased/(Sold) Commissions, if any)
- ----------------------------------------------------------------------------
08/09/96 Encino 50,000 14.438
10/24/96 Encino 20,000 19.250
<PAGE>
Schedule C
Edward H. Austin, Jr./Austin Family
Price Per Share
Date of Number of Shares (including
Transaction Entity Purchased/(Sold) Commissions, if any)
- ----------------------------------------------------------------------------
08/22/96 Austin Family 4,000 15.125
08/28/96 Austin Family 51,000 16.545
09/13/96 Austin Family 4,000 18.000
09/16/96 Austin Family 1,000 18.500
09/17/96 Austin Family 21,700 17.375
10/09/96 Austin Family 1,000 19.330
10/24/96 Austin Family 5,000 19.125
10/30/96 Austin Family 1,000 18.500
11/04/96 Austin Family 1,000 17.625
11/12/96 EH Austin, Jr. 1,000 17.750
11/12/96 EH Austin, Jr. 9,000 17.875
11/25/96 Austin Family 11,000 18.500
<PAGE>
Schedule D
Jonathan C. Calvert
Price Per Share
Date of Number of Shares (including
Transaction Entity Purchased/(Sold) Commissions, if any)
- ----------------------------------------------------------------------------
11/19/96 Jonathan C. Calvert 5,000 17.375
