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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 10, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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TOM BROWN, INC.
(Exact name of Registrant as specified in its charter)
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DELAWARE 1311 95-1949781
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
P.O. BOX 2608 DONALD L. EVANS
500 EMPIRE PLAZA BUILDING CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
MIDLAND, TEXAS 79701 500 EMPIRE PLAZA BUILDING
(915) 682-9715 MIDLAND, TEXAS 79701
(Address, including zip code, and telephone (915) 682-9715
number, (Name, address, including zip code, and telephone
including area code, of Registrant's principal number,
executive offices) including area code, of agent for service)
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COPIES TO:
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ROBERT H. WHILDEN, JR. THOMAS P. MASON
VINSON & ELKINS L.L.P. ANDREWS & KURTH L.L.P.
1001 FANNIN 4200 TEXAS COMMERCE TOWER
HOUSTON, TEXAS 77002 HOUSTON, TEXAS 77002
(713) 758-2320 (713) 220-4368
(713) 615-5160 (FAX)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after this Registration Statement becomes
effective.
If any of the securities registered on this Form are being offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] Registration
Statement No. 333-35537
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF EACH CLASS OF AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PRICE PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
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Common Stock, $.10 par
value(2)................... 919,445 shares $24.875 $22,871,200 $6,931
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(1) Pursuant to Rule 457(c), estimated solely for purpose of calculating the
registration fee.
(2) Including associated preferred stock purchase rights. Prior to the
occurrence of certain events, the preferred stock purchase rights will not
be evidenced or traded separately from the Common Stock.
REGISTRATION STATEMENT NO. 333-35537, WHICH WAS DECLARED EFFECTIVE ON
OCTOBER 10, 1997, RELATES TO 4,600,000 SHARES OF COMMON STOCK OF THE REGISTRANT
(THE "PREVIOUSLY REGISTERED SECURITIES"). THIS REGISTRATION STATEMENT REGISTERS
ADDITIONAL SECURITIES FOR OFFERING PURSUANT TO RULE 462(B) UNDER THE SECURITIES
ACT TO THE TOTAL AMOUNT OF PREVIOUSLY REGISTERED SECURITIES REGISTERED ON
REGISTRATION STATEMENT NO. 333-35537. PURSUANT TO RULE 429 UNDER THE SECURITIES
ACT, THE PREVIOUSLY REGISTERED SECURITIES MAY BE OFFERED AND SOLD TOGETHER WITH
THE SECURITIES REGISTERED HEREUNDER THROUGH THE USE OF THE COMBINED PROSPECTUS
INCLUDED IN REGISTRATION STATEMENT NO. 333-35537. IN ACCORDANCE WITH RULE
429(B), THE AMOUNT OF THE PREVIOUSLY PAID FILING FEE ASSOCIATED WITH THE
PREVIOUSLY REGISTERED SECURITIES WAS $34,653. THE REGISTRANT HEREBY INCORPORATES
BY REFERENCE INTO THIS REGISTRATION STATEMENT ON FORM S-3 IN ITS ENTIRETY THE
REGISTRATION STATEMENT NO. 333-35537, INCLUDING EACH OF THE DOCUMENTS FILED BY
THE REGISTRANT WITH THE COMMISSION AND INCORPORATED OR DEEMED TO BE INCORPORATED
BY REFERENCE THEREIN AND INCLUDING EACH OF THE DOCUMENTS FILED AS EXHIBITS TO
SUCH REGISTRATION STATEMENT.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL
OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF MIDLAND, STATE OF TEXAS, ON OCTOBER 10, 1997.
TOM BROWN, INC.
By: /s/ DONALD L. EVANS
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Donald L. Evans,
Chairman of the Board and Chief
Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN
THE CAPACITIES AND ON THE DATES INDICATED.
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SIGNATURE TITLE DATE
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/s/ DONALD L. EVANS Chairman of the Board of October 10, 1997
- ----------------------------------------------------- Directors and Chief
Donald L. Evans Executive Officer
(Principal Executive
Officer)
* President and Chief October 10, 1997
- ----------------------------------------------------- Operating Officer and
William R. Granberry Director
* Controller (Principal October 10, 1997
- ----------------------------------------------------- Financial and Accounting
R. Kim Harris Officer)
* Director October 10, 1997
- -----------------------------------------------------
Thomas C. Brown
* Director October 10, 1997
- -----------------------------------------------------
David M. Carmichael
* Director October 10, 1997
- -----------------------------------------------------
Henry Groppe
* Director October 10, 1997
- -----------------------------------------------------
Edward W. LeBaron, Jr.
* Director October 10, 1997
- -----------------------------------------------------
Clyde E. McKenzie
* Director October 10, 1997
- -----------------------------------------------------
James B. Wallace
* Director October 10, 1997
- -----------------------------------------------------
Robert H. Whilden, Jr.
*By
/s/ DONALD L. EVANS
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Donald L. Evans, as attorney-in-fact
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II-1
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EXHIBIT NO. EXHIBITS
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1.1 -- Certificate of Registrant as to payment of additional
registration fee.
23.1 -- Consent of Arthur Andersen LLP.
23.2 -- Consent of Williamson Petroleum Consultants, Inc.
23.3 -- Consent of Ryder Scott Company.
23.4 -- Consent of Deloitte & Touche LLP.
25.1 -- Powers of Attorney (incorporated by reference to exhibit
25.1 to the Registrant's Registration Statement on Form S-3
(Registration No. 333-35537)).
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EXHIBIT 1.1
CERTIFICATE OF
TOM BROWN, INC.
AS TO PAYMENT OF ADDITIONAL REGISTRATION FEE
Tom Brown, Inc. (the "Registrant") hereby certifies to the Securities and
Exchange Commission that on October 10, 1997:
(i) The Registrant has instructed its bank to wire transfer to the
Securities and Exchange Commission the requisite filing fee of $6,931 in
connection with its Registration Statement pursuant to Rule 462(b) filed on
October 10, 1997;
(ii) The Registrant will not revoke such instructions;
(iii) The Registrant has sufficient funds in the account in which the
wire transfer will originate to cover the amount of the filing fee.
The Registrant hereby undertakes to confirm on October 13, 1997 that its
bank has received such instructions.
TOM BROWN, INC.
By: /s/ DONALD L. EVANS
------------------------------------
Donald L. Evans
Chairman of the Board and Chief
Executive Officer
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 28, 1997
included in the Annual Report on Form 10-K of Tom Brown, Inc. for the year ended
December 31, 1996 and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Houston, Texas
October 9, 1997
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EXHIBIT 23.2
CONSENT OF WILLIAMSON PETROLEUM CONSULTANTS, INC.
As independent petroleum engineers, we hereby consent to the use in the
Prospectus constituting part of this Registration Statement on Form S-3
of Tom Brown, Inc. of information from our reserve report dated
February 28, 1997 relating to the oil and gas reserves of Tom Brown,
Inc. at December 31, 1996. We also consent to the references to us as
experts under the heading "Experts" and elsewhere in such Prospectus.
WILLIAMSON PETROLEUM CONSULTANTS, INC.
Williamson Petroleum Consultants, Inc.
Midland, Texas
October 10, 1997
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EXHIBIT 23.3
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS
We hereby consent to the use in the Prospectus constituting part of
this Registration Statement on Form S-3 of Tom Brown, Inc. of information from
our reserve report dated March 12, 1997 relating to the oil and gas reserves of
Tom Brown, Inc. at December 31, 1996. We also consent to the references to us
as experts under the heading "Experts" and elsewhere in such Prospectus.
Ryder Scott Company
Petroleum Engineers
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October 10, 1997
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EXHIBIT 23.4
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Tom Brown, Inc. on Form S-3 of our report dated April 5, 1996 (relating to the
financial statements of Presidio Oil Company and subsidiaries), appearing in the
Form 8-K of Tom Brown, Inc. dated December 23, 1996, and to the reference to us
under the heading "Experts" in the Prospectus, which is part of the
registration statement.
/s/ DELOITTE & TOUCHE LLP
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DELOITTE & TOUCHE LLP
Denver, Colorado
October 10, 1997
