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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
TOM BROWN, INC.
(Name of Issuer)
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COMMON STOCK, $0.10 PAR VALUE
(Title of Class of Securities)
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11566021
(CUSIP Number)
Michael S. Richards
Assistant General Counsel - Finance
K N Energy, Inc.
370 Van Gordon Street
Lakewood, Colorado 80228-8307
(303) 914-4687
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 3, 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 Sections 240.13d-1(e), 240.13d- 1(f) or 240.13d-1(g), check
the following box: [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7(b) 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 (the "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).
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CUSIP NO.: 115660201
SCHEDULE 13DA
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1 NAME OF REPORTING PERSON; S.S. OR IRS IDENTIFICATION NUMBER
K N Energy, Inc.; 48-0290000
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Kansas
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7 Sole Voting Power
918,367
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
918,367
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
918,367
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5%
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14 TYPE OF REPORTING PERSON
CO
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AMENDMENT NO. 1 TO
STATEMENT ON SCHEDULE 13D
NOTE:
On January 31, 1996 K N Energy, Inc. ("KN") pursuant to the closing of
the Agreement and Plan of Reorganization dated as of January 31, 1996 among Tom
Brown, Inc. (the "Issuer"), TBI Acquisition, Inc., a Delaware corporation and
wholly owned subsidiary of the Issuer, KN and K N Production Company, a Delaware
corporation and wholly owned subsidiary of KN (the "Agreement"), acquired
1,000,000 shares of $1.75 Convertible Preferred Stock, Series A, par value $0.10
per share (the "Preferred Stock"), of the Issuer and 918,367 shares of Common
Stock, par value $0.10 per share, (the "Common Stock"), of the Issuer.
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, of the Issuer, a Delaware
corporation, P. O. Box 2608, Midland, Texas 79702.
ITEM 2. IDENTITY AND BACKGROUND.
The person filing this statement is KN, a Kansas corporation. KN is
principally engaged in the transmission and distribution of natural gas. The
address of its principal business and the address of its principal office is 370
Van Gordon Street, Lakewood, Colorado 80228-8304. During the last five years, KN
has not been convicted in any criminal proceeding (excluding traffic violations
or similar misdemeanors). During the last five years, KN has not 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION; ITEM 4. PURPOSE OF
TRANSACTION; ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
By private placement effected on September 3, 1999, KN sold 1,000,000
shares of the Preferred Stock, which are convertible into 1,666,000 shares of
Common Stock, for $17.20 per share on a converted basis.
The Reporting Persons ceased to beneficially own more than five percent
of the Common Stock on September 3, 1999. Other than the transactions described
herein, the Reporting Entity has not effected any transaction in the Common
Stock during the preceding sixty days.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
In connection with KN's original purchase, KN was granted certain
registration rights relating to a future sale of the Common Stock of the
Issuer held by KN. In connection with the sale of the Preferred Stock, the
Issuer agreed to amend the Registration Rights Agreement between the Issuer and
KN dated January 31, 1996 (the "Registration Rights Agreement") to lower the
number of shares of Common Stock required to be included in a demand
registration from 1,000,000 to 900,000. Except for the Agreement, the
Registration Rights Agreement, and the Consent and Assignment Under and
Amendment to Registration Rights Agreement dated as of September 3, 1999 there
are no contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 or between such persons and any
person with respect to any securities of the Issuer.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
1. Agreement and Plan of Reorganization dated January 31, 1996--
previously filed on February 9, 1996;
2. Registration Rights Agreement dated January 31,
1996--previously filed on February 9, 1996; and
3. The Consent and Assignment Under and Amendment to Registration
Rights Agreement dated as of September 3, 1999.
[signature page follows]
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SIGNATURES
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, each of the undersigned hereby certifies that the information set
forth in this statement is true, complete and correct.
Dated: September 10, 1999. K N ENERGY, INC.
By: /s/ Stewart A. Bliss
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Name: Stewart A. Bliss
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Title: Chairman and Chief
Executive Officer
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EXHIBIT INDEX
1. Agreement and Plan of Reorganization dated January 31, 1996--
previously filed on February 9, 1996;
2. Registration Rights Agreement dated January 31,
1996--previously filed on February 9, 1996; and
3. The Consent and Assignment Under and Amendment to Registration
Rights Agreement dated as of September 3, 1999.
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CONSENT AND ASSIGNMENT UNDER AND AMENDMENT
TO REGISTRATION RIGHTS AGREEMENT
This Consent and Assignment under and Amendment to that certain
Registration Rights Agreement, dated as of January 31, 1996, among Tom Brown,
Inc. (the "Company"), and K N Energy, Inc. (the "Stockholder"), is executed by
the Company, the Stockholder and Oppenheimer Funds, Inc., on behalf of
Oppenheimer Main Street Growth and Income Fund (the "Buyer") as of September ,
1999.
WHEREAS, reference is made to that certain Registration Rights
Agreement (the "Registration Rights Agreement"), dated as of January 31, 1996,
among the Company and the Stockholder that grants to the Stockholder certain
registration rights with respect to Registrable Common Stock, as defined below,
held by the Stockholder;
WHEREAS, the Stockholder has agreed to transfer to the Buyer 1,000,000
shares of the Company's $1.75 Convertible Preferred Stock, Series A, par value
$.10 per share ("Convertible Preferred Stock") subject to the execution hereof;
NOW, THEREFORE, in consideration of the mutual promises hereinafter
mentioned to be kept and performed, the parties hereto agree as follows:
1. Section 1.01(d) of the Registration Rights Agreement is hereby
amended by deleting said section in its entirety and replacing it with a new
Section 1.01(d) as is set forth below:
" "Registrable Common Stock" shall mean (i) the shares of
Common Stock of the Company issued to Stockholder as a result of the Merger and
(ii) the shares of Common Stock of the Company underlying the shares of
Convertible Preferred Stock of the Company issued to Stockholder pursuant to the
Merger and subsequently transferred to the Buyer."
2. The Stockholder hereby assigns to the Buyer all rights under the
Registration Rights Agreement relating to the Convertible Preferred Stock. The
Company hereby consents to such assignment and the transfer of the Convertible
Preferred Stock and waives the applicability of the last sentence of Section
1.02(e) of the Registration Rights Agreement to the assignment of rights herein
to the Buyer but not otherwise. In addition, the Buyer agrees to be bound by the
Registration Rights Agreement with respect to the Convertible Preferred Stock to
the same extent as the Stockholder was bound as owner of the Convertible
Preferred Stock.
3. The parties agree that upon the execution hereof, the Buyer shall
have the same rights under the Registration Rights Agreement with respect to the
Convertible Preferred Stock as the Stockholder had prior to the transfer thereof
to the Buyer. Accordingly, the Registration Rights Agreement is hereby amended
such that references in the Registration Rights Agreement to "the Stockholder"
shall be deemed to be references to "the Stockholder and/or the Buyer".
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4. Section 1.02(a) of the Registration Rights Agreement is hereby
amended by changing the reference therein to "1,000,000" to "900,000".
5. Section 1.09 of the Registration Rights Agreement is hereby amended
by adding a new subsection (c) thereto in the form below:
"(c) If to the Buyer, to:
Oppenheimer Funds, Inc.
Two World Trade Center, 34th Floor
New York, NY 10048-0203
Attention: Andrew J. Donahue, General Counsel
6. Except as specifically set forth herein, the Registration Rights
Agreement shall remain in full force and effect.
7. Capitalized terms used but not otherwise defined herein shall have
those meanings ascribed to them in the Registration Rights Agreement.
8. This Amendment may be executed in one or more counterparts, each of
which shall be deemed an original and all of which, taken together, shall
constitute one and the same instrument.
9. This Amendment shall be governed and construed in accordance with
the laws of the State of Delaware, without regard to the principles of conflicts
of law of such state.
* * * * * *
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IN WITNESS WHEREOF, the parties have executed this Consent and
Assignment Under and Amendment to Registration Rights Agreement as of this ___
day of September, 1999.
TOM BROWN, INC.
By: /s/ DANIEL G. BLANCHARD
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Name: Daniel G. Blanchard
Title: Chief Financial Officer
K N ENERGY, INC.
By: /s/ STEWART A. BLISS
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Name: Stewart A. Bliss
Title: Chairman and Chief
Executive Officer
OPPENHEIMER FUNDS, INC., on behalf of
Oppenheimer Main Street Growth and
Income Fund
By: /s/ NIKOLAOS D. MONUYIOS
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Name: Nikolaos D. Monuyios
Title: Vice President
