SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
Tom Brown, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
11566020
(CUSIP Number)
Annabel M. Jones
Assistant General Counsel - Corporate Affairs
Two West Second Street
Tulsa, Oklahoma 74103
(918) 591-1006
(918) 591-1718 (facsimile)
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
September 29, 1998
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240,13d-1(f) or 240.13d-1(g), check
the following box. [ ]
CUSIP No. 11566020
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1) Name of Reporting Persons I.R.S. Identification Nos. of Above
Persons (entities only)
Compression, Inc.; 73-1424038
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b) X
3) SEC Use Only
4) Source of Funds (See Instructions) AF
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
6) Citizenship or Place or Organization - Oklahoma
7) Number of Shares Beneficially Owned by Each Reporting Person
with Sole Voting Power - 2,060,000
8) Number of Shares Beneficially Owned by Each Reporting Person
with Shared Voting Power - -0-
9) Number of Shares Beneficially Owned by Each Reporting Person
with Sole Dispositive Power - 2,060,000
10) Number of Shares Beneficially Owned by Each Reporting Person
with Shared Dispositive Power - -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person -
2,060,000
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11)- 7.04%
14) Type of Reporting Person (See Instructions) CO
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Amendment to Statement on Schedule 13D
This Amendment No. 1 to Statement on Schedule 13D (this "Amendment")
amends the Statement on Schedule 13D dated September 10, 1998 (the "Statement")
of Compression, Inc., an Oklahoma corporation ("Compression") and a wholly-owned
subsidiary of Samson Investment Company ("Samson"), with respect to shares of
the common stock, par value of $.10 per share (the "Common Stock") of Tom Brown,
Inc., a Delaware corporation ("Issuer"). Capitalized terms used but not defined
herein are defined in the Statement and are used herein with the same meanings
ascribed thereto in the Statement.
Item 3. Source and Amount of Funds or Other Consideration
Compression, through an advance from its parent, Samson, has paid
$4,520,812.50 for the shares of Common Stock of Issuer reported by this
Amendment.
Item 5. Interest in Securities of the Issuer
(a) See Line 11 on cover page of this Form 13D.
(b) See Lines 7 through 10 on cover page of this Form 13D.
(c) The following chart sets forth the purchases of Common Stock in
Issuer made by Compression since the filing date of the Statement
on September 10, 1998. All of such purchases were made in
brokerage transactions through the open market. The percentage
of ownership disclosed below is based on 29,259,989 outstanding
shares, the number of outstanding shares in Issuer as reported in
Issuer's Quarterly Report on Form 10-Q for the quarter ended June
30, 1998.
Total
Shares %
No. of Shares Price Per Share Date Owned Owned
25,000 $11 5/8 9/10/98 1,731,000 5.916%
25,000 13 1/4 9/17/98 1,756,000 6.001%
2,500 13 9/18/98 see below see below
1,500 13 1/8 9/18/98 1,760,000 6.015%
50,000 12 9/16 9/22/98 see below see below
15,000 12 7/16 9/22/98 1,825,000 6.237%
45,000 13 9/24/98 1,870,000 6.391%
7,000 13 9/25/98 1,877,000 6.415%
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15,000 12 15/16 9/28/98 see below see below
35,000 13 9/28/98 1,927,000 6.586%
100,000 12 29/32 9/29/98 see below see below
23,000 12 3/4 9/29/98 2,050,000 7.006%
5,000 12 9/16 9/30/98 see below see below
5,000 12 1/16 9/30/98 2,060,000 7.04%
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the
sale of, the Common Stock.
(e) Not applicable.
Item 7. Material to Be Filed as Exhibits
None
Signature.
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.
Date: October 1, 1998
Signature /s/ Dennis R. Neill
--------------------
Name/Title: Dennis R. Neill
President
Compression, Inc.
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