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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
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(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 0-3880
TOM BROWN, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 95-1949781
(State or other jurisdiction of incorporation (I.R.S. Employer Identification No.)
or organization)
555 SEVENTEENTH STREET
SUITE 1850
DENVER, COLORADO 80202
(Address of principal executive offices) (Zip Code)
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303-260-5000
(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, $.10 par Value
Convertible Preferred Stock, $.10 par Value
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. Yes [ ] No [ ]
The aggregate market value of the Registrant's Common Stock held by
non-affiliates (based upon the last sale price of $16.125 per share as quoted on
the NASDAQ National Market System) on March 17, 2000 was approximately
$569,604,725.
As of March 17, 2000, there were 35,324,324 shares of Common Stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's definitive proxy statement for the 2000 Annual
Meeting of Stockholders to be held on May 18, 2000 are incorporated by reference
into Part III.
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PART IV
ITEM 14. EXHIBITS, CONSOLIDATED FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(1) See Index to Consolidated Financial Statements under Item 8 of this Annual
Report on Form 10-K.
(2) None
(3) Exhibits:
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2.1 -- Purchase and Sale Agreement, dated June 8, 1999, between
Union Oil Company of California and the Registrant
(Incorporated by reference to Exhibit 10.1 in the
Registrant's Form 8-K Report dated July 19, 1999 and
filed with the Securities and Exchange Commission on July
19, 1999)
3.1 -- Certificate of Incorporation, as amended, of the
Registrant (Incorporated by reference to Exhibit No. 4 in
the Registrant's Form 10-Q Report for the quarterly
period ended June 30, 1996, and filed with the Securities
and Exchange Commission on August 15, 1996)
3.2 -- Certificate of Amendment, dated May 25, 1999, to
Certificate of Incorporation of Registrant
3.3 -- Bylaws of the Registrant (Incorporated by reference to
Exhibit No. 3.2 in the Registrant's Form 8-B Registration
Statement dated July 15, 1987, and filed with the
Securities and Exchange Commission on July 17, 1987)
4.1 -- Rights Agreement dated as of March 5, 1991, between the
Registrant and The First National Bank of Boston,
successor in interest to American Stock Transfer & Trust
Company (Incorporated by reference to Exhibit No. 4(a) in
the Registrant's Form 8-K Report dated March 12, 1991,
and filed with the Securities and Exchange Commission on
March 15, 1991)
10.1 -- Limited Liability Company Agreement, dated January 31,
1996, of Wildhorse Energy Partners, LLC, between the
Registrant and KN Energy, Inc. (Incorporated by reference
to Exhibit No. 10.2 in the Registrant's Form 8-K Report
dated January 31, 1996, and filed with the Securities and
Exchange Commission on February 15, 1996)
10.2 -- Registration Rights Agreement, dated January 31, 1996,
between the Registrant and KN Energy, Inc. (Incorporated
by reference to Exhibit No. 10.4 in the Registrant's Form
8-K Report dated January 31, 1996, and filed with the
Securities and Exchange Commission on February 15, 1996)
10.3 -- Stock Ownership and Registration Rights Agreement dated
June 29, 1999 between Union Oil Company of California and
the Registrant (Incorporated by reference to Exhibit 10.2
in the Registrant's Form 8-K Report dated July 19, 1999,
and filed with the Securities and Exchange Commission on
July 19, 1999)
10.4 -- Credit Agreement, dated as of April 17, 1998, among the
Registrant, The Chase Manhattan Bank and the other
lenders parties thereto (Incorporated by reference to
Exhibit 10.1 in the Registrant's Form 10-Q for the
quarterly period ended March 31, 1998, and filed with the
Securities and Exchange Commission on May 14, 1998)
10.5 -- First Amendment, dated October 19, 1998, to the Credit
Agreement, dated April 17, 1998 (Incorporated by
reference to Exhibit 10.1 in the Registrant's Form 10-Q
Report for the quarterly period ended September 30, 1998,
and filed with the Securities and Exchange Commission on
November 13, 1998)
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10.6 -- Second Amendment and Waiver, dated March 15, 1999, to the Credit Agreement, dated April
17, 1998 (Incorporated by reference to Exhibit 10.7 in the Registrant's Form 10-K
Report for the fiscal year ended December 31, 1998, and filed with the Securities and
Exchange Commission on March 19, 1999)
10.7 -- Third Amendment dated June 25, 1999 to the Credit Agreement dated April 17, 1998
(Incorporated by reference to Exhibit 10.1 in the Registrant's Form 10-Q Report for the
quarterly period ended June 30, 1999, and filed with the Securities and Exchange
Commission on August 13, 1999)
10.8 -- Purchase and Sale Agreement between Genesis Gas and Oil, L.L.C. and TBI Production
Company, dated October 1, 1997. (Incorporated by reference to Exhibit 10.6 in the
Registrants' Form 10-K Report for the fiscal year ended December 31, 1998, and filed
with the Securities and Exchange Commission on March 19, 1999)
Executive Compensation Plans and Arrangements (Exhibits 10.9 through 10.15):
10.9 -- 1989 Stock Option Plan (Incorporated by reference to Exhibit 10.17 in the Registrant's
Form S-1 Registration Statement dated February 14, 1990, and filed with the Securities
and Exchange Commission on February 13, 1990)
10.10 -- Amended and Restated 1993 Stock Option Plan (Incorporated by reference to Exhibit 10.4
in the Registrant's Form 10-Q Report for the quarterly period ended June 30, 1999, and
filed with the Securities and Exchange Commission on August 13, 1999)
10.11 -- 1999 Long Term Incentive Plan effective as of February 17, 1999.
10.12 -- Tom Brown, Inc. KSOP Plan (Incorporated by reference to Exhibit 10.19 in the
Registrant's Form 10-K Report for the fiscal year ended December 31, 1996, and filed
with the Securities and Exchange Commission on March 27, 1997)
10.13 -- Tom Brown, Inc. 401(k) Retirement Plan effective as of January 1, 2000.
10.14 -- Sauer Drilling Company Adoption Agreement and Prototype 401(k) Retirement Plan
effective as of January 1, 1999.
10.15 -- Second Amendment and Restated Employment Agreement dated January 1, 1997, between the
Registrant and Donald L. Evans (Incorporated by reference to Exhibit 10.15 in the
Registrant's Form 10-K Report for the fiscal year ended December 31, 1996, and filed
with the Securities and Exchange Commission on March 27, 1997)
10.16 -- First Amendment to Employment Agreement dated as of July 1, 1998, between the
Registrant and Donald L. Evans (Incorporated by reference to Exhibit 10.3 in the
Registrant's Form 10-Q Report for the quarterly period ended June 30, 1998, and filed
with the Securities and Exchange Commission on August 10, 1998)
10.17 -- Employment Agreement dated May 3, 1999 between the Registrant and James D. Lightner
(Incorporated by reference to Exhibit 10.3 in the Registrant's Form 8-K Report dated
July 19, 1999, and filed with the Securities and Exchange Commission on July 19, 1999)
10.18 -- Severance Agreement dated as of July 1, 1998, together with a schedule identifying
officers of the Registrant who are parties thereto and the multiple of earnings payable
to each officer upon termination resulting from certain change in control events.
(Incorporated by reference to Exhibit 10.1 in the Registrant's Form 10-Q Report for the
quarterly period ended June 30, 1998, and filed with the Securities and Exchange
Commission on August 12, 1998)
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10.19 -- Amended Schedule to Severance Agreement filed as Exhibit No. 10.1 to the
Registrant's Form 10-Q Report for the quarterly period ended June 30, 1998, and
filed with the Securities and Exchange Commission on August 12, 1998 identifying
officers and executives of the Registrant who are parties thereto and the multiple of
earnings payable to each officer or executive upon termination resulting from certain
change in control events
10.20 -- The Registrant's Severance Plan dated as of July 1, 1998 (Incorporated by
reference to Exhibit 10.2 in the Registrant's Form 10-Q Report for the quarterly
period ended June 30, 1998, and filed with the Securities and Exchange Commission
on August 12, 1998)
21.1 -- Subsidiaries of the Registrant
23.1* -- Consent of Arthur Andersen LLP
23.2* -- Consent of Williamson Petroleum Consultants, Inc.
23.3* -- Consent of Ryder Scott Company
27.1 -- Financial Data Schedule
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* Filed herewith
(4) Reports on Form 8-K:
None
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
TOM BROWN, INC.
By /s/ DONALD L. EVANS
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Donald L. Evans
Chairman of the Board of Directors
and Chief Executive Officer
Date: March 24, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and 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 and Chief March 24, 2000
- ----------------------------------------------------- Executive Officer
Donald L. Evans
/s/ JAMES D. LIGHTNER President and Director March 24, 2000
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James D. Lightner
/s/ DANIEL G. BLANCHARD Vice President and Chief Financial March 24, 2000
- ----------------------------------------------------- Officer
Daniel G. Blanchard
/s/ R. KIM HARRIS Vice President -- Finance and March 24, 2000
- ----------------------------------------------------- Controller
R. Kim Harris
/s/ THOMAS C. BROWN Director March 24, 2000
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Thomas C. Brown
/s/ DAVID M. CARMICHAEL Director March 24, 2000
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David M. Carmichael
/s/ HENRY GROPPE Director March 24, 2000
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Henry Groppe
/s/ EDWARD W. LEBARON, JR. Director March 24, 2000
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Edward W. LeBaron, Jr.
/s/ JAMES B. WALLACE Director March 24, 2000
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James B. Wallace
/s/ ROBERT H. WHILDEN, JR. Director March 24, 2000
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Robert H. Whilden, Jr.
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INDEX TO EXHIBITS
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EXHIBIT NO. DESCRIPTION
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23.1* -- Consent of Arthur Andersen LLP
23.2* -- Consent of Williamson Petroleum Consultants, Inc.
23.3* -- Consent of Ryder Scott Company
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* Filed herewith
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference of our report included in this Form 10-K, into Tom Brown, Inc.'s
previously filed Registration Statements on Form S-8 Nos. 33-42991, 33-44225,
33-60191, 33-60842, 33-13157, 33-30069, 33-42011, 333-56577, 333-69353,
333-31426, 333-89031 and 333-89033.
ARTHUR ANDERSEN LLP
Houston, Texas
March 17, 2000
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EXHIBIT 23.2
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS
As independent petroleum engineers, we hereby consent to the incorporation
by reference of our report included in this Form 10-K, into Tom Brown, Inc.'s
previously filed Registration Statements on Form S-8 Nos. 33-42991, 33-44225,
33-60191, 33-60842, 33-13157, 33-30069, 33-42011, 333-56577, 333-69353,
333-31426, 333-89031, and 333-89033.
WILLIAMSON PETROLEUM CONSULTANTS, INC.
March 17, 2000
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EXHIBIT 23.3
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS
As independent petroleum engineers, we hereby consent to the incorporation
by reference of our report included in this Form 10-K, into Tom Brown, Inc.'s
previously filed Registration Statements on Form S-8 Nos. 33-42991, 33-44225,
33-60191, 33-60842, 33-13157, 33-30069, 33-42011, 333-56577, 333-69353,
333-31426, 333-89031 and 333-89033.
RYDER SCOTT COMPANY
March 17, 2000
