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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
----
Tom Brown, Inc.
------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.10
------------------------------------------------------------
(Title of Class of Securities)
11566020
------------------------------
(CUSIP Number)
Brigitte M. Dewez
Corporate Secretary
Union Oil Company of California
2141 Rosecrans Avenue, Suite 4000
El Segundo, CA 90245
(310)726-7600
------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 30, 1999
--------------------------
(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 / /.
Check the following box if a fee is being paid with the
statement / /. (A fee is not required only if the reporting
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.)
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 disclosures provided in
a prior cover page.
The information required on 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>
SCHEDULE 13D
- ---------------------- ------------------------
CUSIP No. PAGE 2 OF 22 PAGES
- ---------------------- ------------------------
- ------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Chicago Carbon Company 36-3657233
- ------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
- ------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
- ------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) /X/
- ------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
- ------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER -0-
SHARES ------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 5,800,000
OWNED BY ------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER -0-
REPORTING ------------------------------------------
PERS0N 10 SHARED DISPOSITIVE POWER 5,800,000
WITH
- --------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,800,000
- ------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) / /
- ------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.5%
- ------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
PN
- ------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ---------------------- ------------------------
CUSIP No. PAGE 3 OF 22 PAGES
- ---------------------- ------------------------
- ------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lemont Carbon, Inc. 94-3103118
- ------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
- ------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
- ------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) /X/
- ------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER -0-
SHARES ------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 5,800,000
OWNED BY ------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER -0-
REPORTING ------------------------------------------
PERS0N 10 SHARED DISPOSITIVE POWER 5,800,000
WITH
- ------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,800,000
- ------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) / /
- ------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.5%
- ------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
- ------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ---------------------- ------------------------
CUSIP No. PAGE 4 OF 22 PAGES
- ---------------------- ------------------------
- ------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Midwest 76, Inc. 94-3091652
- ------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
- ------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
- ------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) /X/
- ------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER -0-
SHARES ------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 5,800,000
OWNED BY ------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER -0-
REPORTING ------------------------------------------
PERS0N 10 SHARED DISPOSITIVE POWER 5,800,000
WITH
- ------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,800,000
- ------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) / /
- ------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.5%
- ------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
- ------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ---------------------- ------------------------
CUSIP No. PAGE 5 OF 22 PAGES
- ---------------------- ------------------------
- ------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Midwest Natural Gas Pipeline Co. 33-0710784
- ------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
- ------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
- ------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) /X/
- ------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER -0-
SHARES ------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 5,800,000
OWNED BY ------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER -0-
REPORTING ------------------------------------------
PERS0N 10 SHARED DISPOSITIVE POWER 5,800,000
WITH
- ------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,800,000
- ------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) / /
- ------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.5%
- ------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
- ------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ---------------------- ------------------------
CUSIP No. PAGE 6 OF 22 PAGES
- ---------------------- ------------------------
- ------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Union Oil Company of California 95-1315450
- ------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
- ------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
00 (1)
- ------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) /X/
- ------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER -0-
SHARES ------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 5,800,000
OWNED BY ------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER -0-
REPORTING ------------------------------------------
PERS0N 10 SHARED DISPOSITIVE POWER 5,800,000
WITH
- ------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,800,000
- ------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) / /
- ------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.5%
- ------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
- ------------------------------------------------------------
- ---------------------------
(1)The source of funds was the contribution of certain properties
and assets to Tom Brown, Inc.
<PAGE>
SCHEDULE 13D
- ---------------------- ------------------------
CUSIP No. 91528910 PAGE 7 OF 22 PAGES
- ---------------------- ------------------------
- ------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Unocal Corporation 95-3825062
- ------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
- ------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
00
- ------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) /X/
- ------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER -0-
SHARES ------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 5,800,000
OWNED BY ------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER -0-
REPORTING ------------------------------------------
PERS0N 10 SHARED DISPOSITIVE POWER 5,800,000
WITH
- ------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,800,000
- ------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) / /
- ------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.5%
- ------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
- ------------------------------------------------------------
<PAGE> PAGE 8 OF 22 PAGES
AMENDMENT #1 TO SCHEDULE 13D FILED JULY 12, 1999
Item 1. Security and Issuer
-------------------
This statement relates to the shares (the "Shares") of common
stock, par value $0.10 per share (the "Common Stock"), of Tom
Brown, Inc., a Delaware corporation (the "Issuer"), which has its
principal executive offices at 508 West Wall, Suite 500, Midland,
Texas 79702.
Item 2. Identity and Background
-----------------------
a. Name: Chicago Carbon Company, an Illinois
general partnership with three
general partners that are wholly-
owned subsidiaries of Union Oil
Company of California ("Chicago").
b. Principal Business: General partner in a partnership that
is engaged in the business of
refining needle coke.
c. Principal Business
Address: 317 W. New Avenue
Lemont, Illinois 60439
a. Name: Lemont Carbon, Inc. a Delaware
corporation, and a general partner
of Chicago with a 14.29% interest in
the partnership, and a wholly-owned
subsidiary of Union Oil Company of
California ("Lemont").
b. Principal Business: General partner in a partnership that
is engaged in the business of
refining needle coke.
c. Principal Business
Address: 2141 Rosecrans Avenue, Suite 4000
El Segundo, California 90245
a. Name: Midwest 76, Inc., a Delaware
corporation, and a general partner
of Chicago with a 74.18% interest in the
partnership, and a wholly-owned subsidiary
of Union Oil Company of California ("Midwest
76").
b. Principal Business: General partner of Chicago Carbon
Company, which is a general partner
in a partnership that is engaged in
the business of refining needle coke.
c. Principal Business
Address: 2141 Rosecrans Avenue, Suite 4000
El Segundo, California 90245
a. Name: Midwest Natural Gas Pipeline Company,
a Delaware corporation, and a general
partner of Chicago with a 11.53%
interest in the partnership, and a
wholly-owned subsidiary of Union Oil
Company of California ("Midwest").
b. Principal Business: General partner of Chicago, which is
a general partner in a partnership
that is engaged in the business of
refining needle coke.
<PAGE> PAGE 9 OF 22 PAGES
c. Principal Business
Address: 2141 Rosecrans Avenue, Suite 4000
El Segundo, California 90245
a. Name: Union Oil Company of California, a
California corporation and a wholly
owned subsidiary of Unocal
Corporation ("Union")
b. Principal Business: Oil and gas exploration and
production
c. Principal Business
Address: 2141 Rosecrans Avenue, Suite 4000
El Segundo, CA 90245
a. Name: Unocal Corporation, a Delaware
corporation ("Unocal")
b. Principal Business: Oil and gas exploration and
production
c. Principal Business
Address: 2141 Rosecrans Avenue, Suite 4000
El Segundo, CA 90245
Attached as Appendix A is information concerning the general
partners of Chicago and the executive officers and directors of
Lemont, Midwest 76, Midwest, Union and Unocal required to be
disclosed in response to Item 2 and General Instruction C to
Schedule 13D. Such persons may be deemed, but are not conceded
to be, controlling persons of these entities. Collectively,
Chicago, Lemont, Midwest 76, Midwest, Union and Unocal are
hereinafter referred to as the "Reporting Persons."
(d) During the past five years, Union has been
convicted of a number of misdemeanor criminal violations. These
cases usually involved minor violations of state or local
environmental laws. However, two of these misdemeanor
convictions were significant. In 1994, Union plead no contest to
a number of misdemeanor violations of California statutes which
prohibit the discharge of petroleum into the environment. The
case was filed in Municipal Court for the County of San Luis
Obispo, California. Fines and civil penalties in excess of
$1,000,000 were paid to resolve the violations. On July 19,
1995, Union plead no contest to a number of misdemeanor
violations of California state laws which prohibit the unlawful
discharge of airborne contaminants into the environment. The
case was filed in Municipal Court for the County of Contra Costa,
California. A fine of $951,000 was paid to resolve the
violations. In addition, civil penalties in the amount of
$2,050,000 were paid in a companion civil case.
During the past five years, none of the other Reporting
Persons nor any of the persons referred to in Appendix A has
been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors).
(e) To the best knowledge of each Reporting Person,
none of the Reporting Persons nor any of the persons referred to
in Appendix A has been the subject of a civil 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, during the
last five years.
(f) All persons named in Appendix A are citizens of the
United States.
<PAGE> PAGE 10 OF 22 PAGES
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
On July 2, 1999, Union closed the transaction pursuant to
which it sold certain properties and assets valued at
approximately $76 million to the Issuer in exchange for 5,800,000
shares of Common Stock and $5 million in cash. On September 30,
1999, Union sold the shares to Chicago for approximately $85.4
million. Chicago paid for the shares with approximately $84.5
million received from Union as partial repayment of a $95 million
loan owed by Union to Chicago and with cash on hand.
Item 4. Purpose of Transaction
----------------------
Union purchased the shares of Common Stock reported herein
for the purpose of investment. Union subsequently sold the
shares to Chicago in order to achieve a more tax-efficient
corporate holding structure for the shares. Under the Stock
Ownership and Registration Rights Agreement, dated as of June 29,
1999 between Union and the Issuer, a copy of which was attached
to the Schedule 13D filed on July 12, 1999 as Exhibit B (the
"Stock Ownership Agreement"), Union retained the absolute right
to vote its shares of Common Stock as it individually determined
except as otherwise described in Item 6 hereof or in the Stock
Ownership Agreement. With respect to plans or proposals that
Union may have that relate to any change in the present board of
directors or management of the Issuer, including Union's right to
designate one member of the board of directors of the Issuer,
please see Article III of the Stock Ownership Agreement, the
Addendum to the Stock Ownership Agreement attached to this
Schedule 13D as Exhibit "B", and the Clarification and Assignment
attached to this Schedule 13D as Exhibit C. Subject to the
Stock Ownership Agreement, Union may make additional purchases of
Common Stock either in the open market or in private
transactions. Upon the sale of the shares to Chicago, Chicago,
Union and the Issuer executed an addendum to the agreement
(Exhibit "B") whereby Chicago became a party to the agreement and
became bound by the same obligations as Union under the
agreement.
Item 5. Interest in Securities of the Issuer
------------------------------------
(a)There were 35,144,489 shares of Common Stock outstanding
as of October 18, 1999. The Reporting Persons are deemed to be
the beneficial owners of 5,800,000 shares of Common Stock, which
constitute approximately 16.5% of the total issued and
outstanding Common Stock as of October 18, 1999.
(b)Chicago is controlled by three general partners - Lemont,
Midwest 76 and Midwest - which are wholly owned subsidiaries of
Union. Union is a wholly owned subsidiary of Unocal. Therefore,
Unocal may be deemed to control Union, Lemont, Midwest 76,
Midwest, and Chicago. Thus, the Reporting Persons may be deemed
to share voting power and investment power with respect to the
Shares.
<PAGE> Page 11 of 22 Pages
(c) Except for the purchase of the 5,800,000 shares by Union
and the sale of the shares by Union to Chicago, to the best
knowledge of each Reporting Person, none of Union, Unocal nor any
person listed on Appendix A has effected any transactions in the
Shares during the past 60 days.
(d) To the best of the knowledge of the Reporting Persons,
none of the Reporting Persons nor any person listed on Appendix A
beneficially owns any Common Stock of the Issuer except as set
forth above. To the best of the knowledge of each Reporting
Person, no persons other than Chicago has the right to receive or
the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Common Stock beneficially owned
by the Reporting Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
------------------------------------------
Relationships with respect to Securities of the
-----------------------------------------------
Issuer
------
The Shares acquired by Union and subsequently sold to Chicago
were acquired in a private placement and are restricted
securities. Pursuant to the Stock Ownership Agreement, Union
retained the absolute right to vote its shares of Common Stock as
it individually determined except that for so long as Union owns
greater than 10% of Common Stock, it must vote its shares in
favor of the director nominees recommended by the management of
the Issuer. In addition, certain transfer restrictions, and
registration rights granted by the Issuer are set forth in the
Stock Ownership Agreement, a copy of which was included as
Exhibit B to Schedule 13D filed on July 12, 1999. After the sale
of the shares to Chicago, Union and the Issuer executed an
addendum to the Stock Ownership Agreement (included as Exhibit B
to this Schedule 13D) which has the same force and effect as if
Chicago had executed a counterpart of the Stock Ownership
Agreement. Additionally, the Issuer and Union executed a
covenant (attached as Exhibit C to this Schedule 13D) whereby the
Issuer consents to the transfer, Chicago agrees to comply with
the terms and conditions of the Stock Ownership Agreement, and
Union agrees to certain conditions, including maintaining not
less than 80% of the voting power of Chicago. Union and Chicago
also executed a Clarification and Assignment (filed as Exhibit
"D" to this Schedule 13) whereby Union assigns, conveys, and
delivers to Chicago all of Union's rights, title and interest in
to, and under the Stock Ownership Agreement (other than Union's
rights, titles, and interests under Article III of the Stock
Ownership Agreement, relating to Union's right to designate a
director or a director nominee to the Board of Directors of Tom
Brown, Inc.).
Item 7. Material to be filed as Exhibits
--------------------------------
Exhibit "A" - Agreement of Joint Filing.
Exhibit "B" - Addendum to Stock Ownership and
Registration Rights Agreement.
Exhibit "C" - Unocal Covenant
Exhibit "D" - Clarification and Assignment
<PAGE> PAGE 12 OF 22 PAGES
SIGNATURE
---------
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.
Date: November 15, 1999
CHICAGO CARBON COMPANY
By: Midwest 76, Inc.
By: Lemont Carbon, Inc.
By: Midwest Natural Gas Pipeline Company
By: /S/ Daniele Facchini
---------------------
Name: Daniele Facchini
Title: Assistant Secretary
Constituting all of the partners of Chicago Carbon Chicago Carbon
Company
LEMONT CARBON, INC.
MIDWEST 76, INC.
MIDWEST NATURAL GAS PIPELINE CO.
By: /S/ Daniele Facchini
----------------------
Name: Daniele Facchini
Title: Assistant Secretary
UNOCAL CORPORATION
UNION OIL COMPANY OF CALIFORNIA
By: /S/ Joe E. Cecil
------------------------
Name: Joe D. Cecil
Title: Vice President and Comptroller
<PAGE> PAGE 13 OF 22 PAGES
APPENDIX A
----------
EXECUTIVE OFFICERS
OF CHICAGO CARBON COMPANY
The following table sets forth the name, business address and
present principal occupation or employment of each executive
officer of Chicago Carbon Company. Unless otherwise indicated
below, each such person is a citizen of the United States of
America.
PRESENT PRINCIPAL
NAME OCCUPATION OR EMPLOYMENT;
---- BUSINESS ADDRESS
---------------------------
Ronald A. Lee General Manager
Chicago Carbon Company
12308 So. New Avenue
Lemont, Illinois 60439
L. E. (Ed) Scott Group VP - Diversified
Business Group
Unocal Corporation
376 South Valencia Avenue
Brea, CA 92823
<PAGE> PAGE 14 OF 22 PAGES
DIRECTORS AND EXECUTIVE OFFICERS
OF LEMONT CARBON, INC.
The following table sets forth the name, business address and
present principal occupation or employment of each director and
executive officer of Lemont Carbon, Inc. Unless otherwise
indicated below, each such person is a citizen of the United
States of America.
PRESENT PRINCIPAL
NAME OCCUPATION OR EMPLOYMENT;
- ---- BUSINESS ADDRESS
---------------------------
R. Gene Dewey Vice President, Carbon and
Mineral
Unocal Corporation
376 South Valencia Avenue
Brea, CA 92823
Ronald A. Lee General Manager
Chicago Carbon Company
12308 So. New Avenue
Lemont, Illinois 60439
Robert M. Schlax General Manager, Planning
and Financial Analysis
Agricultural Products
Unocal Corporation
376 South Valencia Avenue
Brea, CA 92823
<PAGE> PAGE 15 OF 22 PAGES
DIRECTORS AND EXECUTIVE OFFICERS
OF MIDWEST 76, INC.
The following table sets forth the name, business address and
present principal occupation or employment of each director and
executive officer of Midwest 76, Inc.. Unless otherwise
indicated below, each such person is a citizen of the United
States of America.
PRESENT PRINCIPAL
OCCUPATION OR EMPLOYMENT;
NAME BUSINESS ADDRESS
------ ---------------------------
R. Gene Dewey Vice President Carbon and
Mineral
Unocal Corporation
376 South Valencia Avenue
Brea, CA 92823
Joseph M. Monroe Managing Director Pipelines
Operations
Unocal Corporation
14141 Southwest Freeway
Sugar Land, TX 77478
L. E. (Ed) Scott Group Vice President -
Diversified Business
Unocal Corporation
376 South Valencia Avenue
Brea, CA 92823
<PAGE> PAGE 16 OF 22 PAGES
DIRECTORS AND EXECUTIVE OFFICERS
OF MIDWEST NATURAL GAS PIPELINE CO.
The following table sets forth the name, business address and
present principal occupation or employment of each director and
executive officer of Midwest Natural Gas Pipeline Co. Unless
otherwise indicated below, each such person is a citizen of the
United States of America.
PRESENT PRINCIPAL
OCCUPATION OR EMPLOYMENT;
NAME BUSINESS ADDRESS
------ ---------------------------
James Ronald Bassett Supervisor, Pipeline
Accounting
Unocal Corporation
14141 Southwest Freeway
Sugar Land, TX 77478
Mary Anne Collins Budgets & Regulatory
Compliance Analyst
Unocal Corporation
14141 Southwest Freeway
Sugar Land, TX 77478
John R. Gotaas Manager, Pipeline Accounting
Unocal Corporation
14141 Southwest Freeway
Sugar Land, TX 77478
<PAGE> PAGE 17 OF 22 PAGES
DIRECTORS AND EXECUTIVE OFFICERS
OF UNION OIL COMPANY OF CALIFORNIA
The following table sets forth the name, business address and
present principal occupation or employment of each director and
executive officer of Union. Unless otherwise indicated below,
each such person is a citizen of the United States of America.
PRESENT PRINCIPAL
OCCUPATION OR EMPLOYMENT;
NAME BUSINESS ADDRESS
------ ----------------------------
Roger C. Beach Director, Chairman & Chief
Executive Officer
Union Oil Company of
California
2141 Rosecrans Avenue
Suite 4000
El Segundo, CA 90245
John F. Imle, Jr. Director, Vice Chairman
Union Oil Company of
California
2141 Rosecrans Avenue
Suite 4000
El Segundo, CA 90245
Timothy H. Ling Director, Executive Vice
President, North American
Energy Operations, and Chief
Financial Officer
Union Oil Company of
California
2141 Rosecrans Avenue
Suite 4000
El Segundo, CA 90245
Charles R. Williamson Director, Executive Vice
President, International
Energy Operations
Union Oil Company of
California
2141 Rosecrans Avenue
Suite 4000
El Segundo, CA 90245
<PAGE> Page 18 of 22 Pages
PRESENT PRINCIPAL
OCCUPATION OR EMPLOYMENT;
NAME BUSINESS ADDRESS
------ ----------------------------
L.E. (Ed) Scott Group Vice President,
Diversified Business Group
Union Oil Company of
California
376 South Valencia Ave.
Brea, CA 92823
Dennis P.R. Codon Vice President, Chief Legal
Officer and General Counsel
Union Oil Company of
California
2141 Rosecrans Avenue
Suite 4000
El Segundo, CA 90245
Joe D. Cecil Vice President and
Comptroller
Union Oil Company of
California
2141 Rosecrans Avenue
Suite 4000
El Segundo, CA 90245
Joseph A. Householder Vice President, Corporate
Development, and Assistant
Chief Financial Officer
Union Oil Company of
California
2141 Rosecrans Avenue
Suite 4000
El Segundo, CA 90245
William T. Wilson Vice President,
Transportation, Commodity
Trading and Risk Management
Union Oil Company of California
14141 Southwest Freeway
Sugar Land, TX 77478
<PAGE> Page 19 of 22 Pages
DIRECTORS AND EXECUTIVE OFFICERS
OF UNOCAL CORPORATION
The following table sets forth the name, business address and
present principal occupation or employment of each director and
executive officer of Unocal. Unless otherwise indicated below,
each such person is a citizen of the United States of America.
PRESENT PRINCIPAL
OCCUPATION OR EMPLOYMENT;
NAME BUSINESS ADDRESS
------ ---------------------------
Roger C. Beach Director, Chairman & Chief
Executive Officer
Unocal Corporation
2141 Rosecrans Avenue
Suite 4000
El Segundo, CA 90245
John F. Imle, Jr. Director, Vice Chairman
Unocal Corporation
2141 Rosecrans Avenue
Suite 4000
El Segundo, CA 90245
Timothy H. Ling Executive Vice President,
North American Energy
Operations, and Chief
Financial Officer
Unocal Corporation
2141 Rosecrans Avenue
Suite 4000
El Segundo, CA 90245
Charles R. Williamson Executive Vice President,
International Energy Operations
Unocal Corporation
2141 Rosecrans Avenue
Suite 4000
El Segundo, CA 90245
L.E. (Ed) Scott
Group Vice President,
Diversified Business Group
Unocal Corporation
376 South Valencia Ave.
Brea, CA 92823
<PAGE> Page 20 of 22 Pages
PRESENT PRINCIPAL
OCCUPATION OR EMPLOYMENT;
NAME BUSINESS ADDRESS
------ ----------------------------
Dennis P.R. Codon Vice President, Chief Legal
Officer and General Counsel
Unocal Corporation
2141 Rosecrans Avenue
Suite 4000
El Segundo, CA 90245
Joe D. Cecil Vice President and
Comptroller
Unocal Corporation
2141 Rosecrans Avenue
Suite 4000
El Segundo, CA 90245
Joseph A. Householder Vice President, Corporate
Development, and Assistant
Chief Financial Officer
Unocal Corporation
2141 Rosecrans Avenue
Suite 4000
El Segundo, CA 90245
William T. Wilson Vice President,
Transportation, Commodity
Trading and Risk Management
Unocal Corporation
14141 Southwest Freeway
Sugar Land, TX 77478
John W. Amerman Former Chairman of the
Director Board and Chief Executive
Officer of Mattel, Inc.
2101 Rosecrans Avenue
Suite 6280
El Segundo, CA 90245
<PAGE> Page 21 of 22 Pages
PRESENT PRINCIPAL
OCCUPATION OR EMPLOYMENT;
NAME BUSINESS ADDRESS
------ ----------------------------
John W. Creighton, Jr. Former President and Chief
Director Executive Officer of
Weyerhaeuser Company
Madrona Investment Group
1000 Second Avenue,
Suite 3700
Seattle, WA 98104
James W. Crownover Former Director of McKinsey
Director & Company, Inc.
c/o McKinsey & Company, Inc.
909 Fannin
Suite 3675
Houston, Texas 77010
Frank C. Herringer Chairman and Chief Executive
Director Officer of Transamerica
Corporation
Transamerica Corporation
600 Montgomery Street
San Francisco, CA 94111
Donald B. Rice President and Chief Executive
Director Officer of UroGenesys, Inc.
UroGenesys, Inc.
1701 Colorado Avenue
Santa Monica, CA 90404
Kevin W. Sharer President and Chief Operating
Director Officer of Amgen, Inc.
Amgen Inc.
One Amgen Center
Thousand Oaks, CA 91320-1789
Marina v. N. Whitman Professor of Business
Director Administration and Public
Policy, University of Michigan
Institute of Public Policy
Studies
University of Michigan
411 Lorch Hall
Ann Arbor, MI 48109-1220
<PAGE> Page 22 of 22 Pages
INDEX TO EXHIBITS
------------------
Item Description
- ------- ------------------------------------------
Exhibit
A Agreement re Joint Filing of Schedule 13D
Exhibit
B Addendum to Stock Ownership and
Registration Rights Agreement
Exhibit
C Unocal Covenant
Exhibit
D Clarification and Assignments
<PAGE>
EXHIBIT A
---------
Agreement re Joint Filing of Schedule 13D
------------------------------------------
The undersigned hereby agree that they are filing jointly
pursuant to Rule 13d-1 of the Securities Exchange Act of 1934 the
statement dated November 15, 1999, containing the information
required by Schedule 13D, for the 5,800,000 Shares of the Common
Stock of Tom Brown, Inc. held by Chicago Carbon Company.
Date: November 15, 1999
CHICAGO CARBON COMPANY,
By: Midwest 76, Inc.
By: Lemont Carbon, Inc.
By: Midwest Natural Gas Pipeline Company
By: /S/ Daniele Facchini
---------------------------------
Name: Daniele Facchini
Title: Assistant Secretary
Constituting all of the partners of Chicago Carbon Chicago Carbon
Company
LEMONT CARBON, INC.
MIDWEST 76, INC.
MIDWEST NATURAL GAS PIPELINE CO.
By: /S/ Daniele Facchini
-----------------------------------
Name: Daniele Facchini
Title: Assistant Secretary
UNOCAL CORPORATION
UNION OIL COMPANY OF CALIFORNIA
By: /S/ Dennis P.R. Codon
----------------------------------
Name: Dennis P.R. Codon
Title: Vice President, Chief Legal Officer
and General Counsel
<PAGE>
EXHIBIT B
---------
ADDENDUM TO
STOCK OWNERSHIP AND REGISTRATION RIGHTS AGREEMENT
For good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Chicago Carbon
Company, an Illinois general partnership ("CCC"), hereby agrees
to be bound by the obligations and restrictions applicable to the
Union Oil Company of California ("Unocal") under the Stock
Ownership and Registration Rights Agreement dated June 29, 1999
(the "Shareholders Agreement") between Unocal and Tom Brown, Inc.
("TBI"). As consideration for this, TBI hereby consents to the
transfer of all of the shares of TBI common stock currently held
by Unocal to CCC and acknowledges the transfer of Unocal's rights
under the Shareholders Agreement (other than rights under Article
III, which will be retained by Unocal), including, but not
limited to, the registration rights, acquisition and retention
rights and voting rights. Unocal hereby acknowledges that (i) it
is not transferring any of its obligations under the Shareholders
Agreement, (ii) upon execution of this Addendum (the "Addendum"),
CCC will become a party to the Shareholders Agreement and be
bound by those same obligations as Unocal and (iii) Midwest 76,
Inc., Lemont Carbon, Inc. and Midwest Natural Gas Pipeline
Company are currently the only partners of CCC. CCC further
agrees that upon execution of this Addendum by CCC, the Addendum
shall become a part of the Shareholders Agreement and shall have
the same force and effect as if CCC had executed a counterpart of
the Shareholders Agreement. It is intended that TBI and CCC be a
beneficiary of this Addendum and that TBI and CCC may enforce
this Addendum and the Shareholders Agreement as if CCC had
executed a counterpart of the Shareholders Agreement.
Executed to be effective as of September 30, 1999.
<PAGE> CHICAGO CARBON COMPANY
By: Midwest 76, Inc., a Delaware corporation
By: /S/ David L. Williams
----------------------------------------
Name: David L. Williams
----------------------------------------
Title: Vice President
----------------------------------------
By: Lemont Carbon, Inc.
By: /S/ David L. Williams
-----------------------------------------
Name: David L. Williams
-----------------------------------------
Title: Vice President
-----------------------------------------
By: Midwest Natural Gas Pipeline Company
by: /S/ John W. Gotaas
-----------------------------------------
Name: John R. Gotaas
-----------------------------------------
Title: President & Comptroller
-----------------------------------------
Contituting all of the partners of the
Ciago Carbon Company
TOM BROWN, INC.
By: /S/ James D. Lightner
-----------------------------------------
Name: James D. Lightner
-----------------------------------------
Title: President
-----------------------------------------
UNION OIL COMPANY OF CALIFORNIA
By: /S/ Dennis E. Justus
-----------------------------------------
Name: Dennis E. Justus
-----------------------------------------
Title: Attorney-in-Fact
-----------------------------------------
<PAGE>
EXHIBIT C
----------
UNOCAL COVENANT
For good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Union Oil
Company of California ("Unocal") hereby covenants and agrees (i)
to retain not less than 80% of the voting power of the capital
stock of Midwest 76, Inc., Lemont Carbon, Inc. and Midwest
Natural Gas Pipeline Company (the "Partners"); (ii) to cause the
Partners to cause the Chicago Carbon Company ("CCC") to comply
with the terms and conditions of the Stock Ownership and
Registration Rights Agreement dated June 29, 1999 (the
"Shareholders Agreement") between Unocal and Tom Brown, Inc.
("TBI") and (iii) not to allow any additional partners (an
"Additional Partner") to be admitted to CCC unless (a) after such
admission, Unocal will continue to own, directly or indirectly,
not less than 80% of the voting power of the partnership
interests of CCC and not less than 80% of the beneficial
ownership interest in CCC, (b) such Additional Partner executes a
counterpart to the Shareholders Agreement agreeing to the
obligations and restrictions therein applicable to Unocal and the
Partners and (c) Unocal or CCC gives at least 10-day's notice to
TBI of the admittance of the Additional Partner. As
consideration for this, TBI hereby consents to the transfer of
all of the shares of TBI common stock currently held by Unocal to
CCC.
Executed to be effective as of September 30, 1999.
TOM BROWN, INC.
By: /s/ James D. Lightner
---------------------
Name: James D. Lightner
---------------------
Title: President
---------------------
UNION OIL COMPANY OF CALIFORNIA
By: /s/ Dennis E. Justus
----------------------
Name: Dennis E. Justus
----------------------
Title: Attorney-in-Fact
---------------------
<PAGE>
EXHIBIT D
----------
CLARIFICATION AND ASSIGNMENT
THIS CLARIFICATION AND ASSIGNMENT (this "ASSIGNMENT")
dated effective as of September 30, 1999, is entered into by
and between Union Oil Company of California, a California
corporation ("ASSIGNOR") and Chicago Carbon Company, an
Illinois general partnership ("ASSIGNEE").
WHEREAS, reference is herein made to that certain Stock
Ownership and Registration Rights Agreement between Assignor and
Tom Brown, Inc., a Delaware corporation ("TBI"), dated June 29,
1999, regarding certain rights and obligations of
Assignor and TBI in connection with Assignor's ownership of the
TBI Stock (as hereinafter defined) ("STOCK OWNERSHIP AGREEMENT");
WHEREAS, reference is herein made to that certain Stock
Sale Agreement dated as of September 30, 1999, between Assignor
and Assignee, pursuant to which Assignor agreed to sell and
transfer to Assignee 5.8 million shares of common stock of TBI,
par value $0.10 per share (the "TBI STOCK"); and
WHEREAS, Assignor and Assignee desire to herein clarify
that Assignor's intent to sell to Assignee the TBI Stock also
included an intent (i) by Assignor to transfer all of its rights
in, to and under the Stock Ownership Agreement, except with
respect to its rights under Article III of the Stock Ownership
Agreement, relating to the right to designate a director or a
director nominee to the Board of Directors of TBI, and (ii) by
Assignee to accept this assignment, execute, and agree to be
bound by all of the terms and obligations imposed on Assignor
under the Stock Ownership Agreement.
NOW, THEREFORE, for and in consideration of the sum of
TEN DOLLARS AND NO/100 ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged and confessed, Assignor has TRANSFERRED, ASSIGNED,
CONVEYED, and DELIVERED, and by these presents does TRANSFER,
ASSIGN, CONVEY, and DELIVER to Assignee all of Assignor's right,
title and interest, in to, and under the Stock Ownership
Agreement (other than Assignor's rights, titles, and interests
under Article III of the Stock Ownership Agreement, relating to
the right of Assignor to designate a director or a director
nominee to the Board of Directors of TBI), including, without
limitation, those registration rights, acquisition and retention
rights and voting rights relating to the TBI Stock as set forth
in the Stock Ownership Agreement (the "ASSIGNED INTEREST").
TO HAVE AND TO HOLD the Assigned Interest hereinabove
described, together with all and singular the rights and
appurtenances thereto in anywise belonging unto Assignee, its
successors and assigns forever.
ASSIGNOR MAKES NO (AND EXPRESSLY HEREIN DISCLAIMS ANY)
WARRANTIES OR REPRESENTATIONS OF ANY KIND OR NATURE, WRITTEN,
STATUTORY, EXPRESSED, OR IMPLIED, WITH RESPECT TO THE ASSIGNED
INTEREST, THE CONDITION, TITLE, OR ENCUMBRANCES ON OR RELATING TO
THE ASSIGNED INTEREST, THE ENFORCE ABILITY OF THE STOCK OWNERSHIP
AGREEMENT, OR THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE
OF THE ASSIGNED INTEREST; AND ASSIGNEE EXPRESSLY ACKNOWLEDGES
THAT NO REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE AND
<PAGE>
NONE ARE IMPLIED WITH RESPECT TO THE SAME, AND ASSIGNEE HAS
MADE SUCH INSPECTION AND DUE DILIGENCE OF THE ASSIGNED
INTEREST AS IT DEEMED APPROPRIATE AND IS RELYING ON SUCH
INSPECTION AND DUE DILIGENCE.
As a part of the consideration for this transaction,
Assignee hereby accepts this assignment of this Assigned
Interest, agrees to all the terms and provisions hereof, and, to
the extent of the Assigned Interest, assumes liability for the
performance of all covenants, duties, and obligations which
become performable by Assignor with respect to the Assigned
Interest from and after the effective date hereof under the Stock
Ownership Agreement, and Assignee hereby covenants and agrees, to
the extent of the Assigned Interest assigned hereby to Assignee,
to INDEMNIFY, DEFEND AND HOLD HARMLESS Assignor from all claims,
costs, expenses, damages, and liabilities in connection
therewith, REGARDLESS OF WHETHER ATTRIBUTABLE, IN WHOLE OR IN
PART, TO THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT
LIABILITY OR OTHER FAULT OR RESPONSIBILITY OF ASSIGNOR OR ANY
OTHER PERSON.
<PAGE>
WITNESS THE EXECUTION HEREOF effective for all purposes
as of the 30th day of September, 1999.
ASSIGNOR:
UNION OIL COMPANY OF CALIFORNIA,
a California corporation
By: /s/ Dennis E. Justus
-----------------------
Name: Dennis E. Justus
----------------------
Title: Attorney-in-Fact
----------------------
ASSIGNEE:
CHICAGO CARBON COMPANY,
an Illinois general partnership
By: Midwest 76, Inc.
By: /s/ David L. Williams
-----------------------
Name: David L. Williams
-----------------------
Title: Vice President
-----------------------
By: Lemont Carbon, Inc.
By: /s/ David L. Williams
-----------------------
Name: David L. Williams
-----------------------
Title: Vice President
-----------------------
By: Midwest Natural Gas
Pipeline Company
By: /s/ John R. Gotaas
-----------------------
Name: John R. Gottas
----------------------
Title: President & Comptroller
-----------------------
Constituting all of the partner
of Chicago Carbon Company
