SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 5)
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)
November 15, 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 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) - not applicable
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 - 3,247,100
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 - 3,247,100
10)...Number of Shares Beneficially Owned by Each Reporting Person with Shared
Dispositive Power - -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person - 3,247,100
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11)- 9.24%
14) Type of Reporting Person (See Instructions) CO
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Amendment to Statement on Schedule 13D
This Amendment No. 5 to Statement on Schedule 13D (this "Amendment")
amends the Statement on Schedule 13D dated September 10, 1998, as amended on
October 1, October 6, October 9 and October 15, 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 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) No additional purchases of stock in Issuer have been made by Compression.
Issuer, however, has issued additional shares of stock to third parties,
thereby reducing Compression's percentage of ownership in Issuer. The
percentage of ownership disclosed below is based on 35,149,489 outstanding
shares, the number of outstanding shares in Issuer as reported in Issuer's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1999 and
filed with the SEC on November 15, 1999.
Total
Shares %
No. of Shares Price Per Share Date Owned Owned
n/a n/a n/a 3,247,000 9.24%
(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.
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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: November 19, 1999
Signature /s/ Dennis R. Neill
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Name/Title: Dennis R. Neill
President
Compression, Inc.
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