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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 2*
TOM BROWN, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
115660201
(CUSIP Number)
DECEMBER 31, 1999
(Date of Event Which Requires Filing of this Statement)
CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH
THIS SCHEDULE IS FILED:
[X] RULE 13d-1(b)
[ ] RULE 13d-1(c)
[ ] RULE 13d-1(d)
*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 the 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).
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CUSIP No. 115660201 13G
1. NAME OF REPORTING PERSON (S.S. or I.R.S. Identification No. of Above
Person)
Austin, Calvert & Flavin, Inc. Tax ID No. 74-2140265
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 1,674,383 (See Item 4)
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 1,674,383 (See Item 4)
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,674,383
(See Item 4)
10. CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 4.8%
12. TYPE OF PERSON REPORTING: IA
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CUSIP No. 115660201 13G
1. NAME OF REPORTING PERSON (S.S. or I.R.S. Identification No. of Above
Person)
Waddell & Reed Investment Management Company Tax ID No. 48-1106973
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Kansas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 1,674,383 (See Item 4)
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 1,674,383 (See Item 4)
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,674,383
(See Item 4)
10. CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 4.8%
12. TYPE OF PERSON REPORTING: IA
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CUSIP No. 115660201 13G
1. NAME OF REPORTING PERSON (S.S. or I.R.S. Identification No. of Above
Person)
Waddell & Reed, Inc. Tax ID No. 43-1235675
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 1,674,383 (See Item 4)
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 1,674,383 (See Item 4)
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,674,383
(See Item 4)
10. CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 4.8%
12. TYPE OF PERSON REPORTING: BD
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CUSIP No. 115660201 13G
1. NAME OF REPORTING PERSON (S.S. or I.R.S. Identification No. of Above
Person)
Waddell & Reed Financial Services, Inc. Tax ID No. 43-1414157
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Missouri
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 1,674,383 (See Item 4)
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 1,674,383 (See Item 4)
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,674,383
(See Item 4)
10. CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 4.8%
12. TYPE OF PERSON REPORTING: HC
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CUSIP No. 115660201 13G
1. NAME OF REPORTING PERSON (S.S. or I.R.S. Identification No. of Above
Person)
Waddell & Reed Financial, Inc. Tax ID No. 51-0261715
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 1,674,383 (See Item 4)
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 1,674,383 (See Item 4)
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,674,383
(See Item 4)
10. CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 4.8%
12. TYPE OF PERSON REPORTING: HC
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ITEM 1(a): NAME OF ISSUER: Tom Brown, Inc.
ITEM 1(b): ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
555 Seventeenth Street
Suite 1850
Denver, CO 80202-3918
ITEM 2(a): NAME OF PERSON FILING:
(i) Waddell & Reed Financial, Inc.
(ii) Waddell & Reed Financial Services, Inc.
(iii) Waddell & Reed, Inc.
(iv) Waddell & Reed Investment Management Company
(v) Austin, Calvert & Flavin, Inc.
ITEM 2(b): ADDRESS OF PRINCIPAL BUSINESS OFFICE:
(i)-(iv): 6300 Lamar Avenue
P.O. Box 29217
Shawnee Mission, KS 66201-9217
(v): 112 East Pecan
Suite 2800
San Antonio, TX 78205
ITEM 2(c): CITIZENSHIP:
(i), (iii): Delaware
(ii): Missouri
(iv): Kansas
(v): Texas
ITEM 2(d): TITLE OF CLASS OF SECURITIES: Common Stock
ITEM 2(e): CUSIP NUMBER: 115660201
ITEM 3: The reporting person is:
(i) Waddell & Reed Financial, Inc., a parent holding
company in accordance with Reg.
240.13d-1(b)(1)(ii)(G);
(ii) Waddell & Reed Financial Services, Inc., a parent
holding company in accordance with Reg.
240.13d-1(b)(1)(ii)(G);
(iii) Waddell & Reed, Inc., a broker-dealer in accordance
with Reg. 240.13d-1(b)(1)(ii)(A);
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(iv) Waddell & Reed Investment Management Company, an
investment advisor in accordance with Reg.
240.13d-1(b)(1)(ii)(E); and
(v) Austin, Calvert & Flavin, an investment advisor in
accordance with Reg. 240.13d-1(b)(1)(ii)(E).
ITEM 4: OWNERSHIP
The securities reported on herein are beneficially owned by
one or more managed accounts advised by Austin, Calvert & Flavin, Inc.
("ACF") an investment advisor and wholly owned subsidiary of Waddell & Reed
Investment Management Company ("WRIMCO"). WRIMCO is an investment advisory
subsidiary of Waddell & Reed, Inc. ("WRI"). WRI is a broker-dealer and
underwriting subsidiary of Waddell & Reed Financial Services, Inc., a parent
holding company ("WRFSI"). In turn, WRFSI is a subsidiary of Waddell & Reed
Financial, Inc., a publicly traded company ("WDR"). The investment advisory
contracts grant ACF all investment and/or voting power over securities owned
by such advisory clients. Therefore, ACF may be deemed be to the beneficial
owner of the securities covered by this statement under Rule 13d-3 of the
Securities Exchange Act of 1934 (the "1934 Act").
ACF, WRIMCO, WRI, WRFSI and WDR are of the view that they are not
acting as a "group" for purposes of Section 13(d) under the 1934 Act.
Indirect "beneficial ownership" is attributed to the respective parent
companies solely because of the parent companys' control relationship to ACF.
(a) Amount beneficially owned: 1,674,383
(b) Percent of class: 4.8%
(c) Number of shares as to which the person has:
(i) Sole voting power to vote or to direct the
vote:
WDR: 1,674,383 (indirect)
WRFSI: 1,674,383 (indirect)
WRI: 1,674,383 (indirect)
WRIMCO: 1,674,383 (indirect)
ACF: 1,674,383 (direct)
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the
disposition of:
WDR: 1,674,383 (indirect)
WRFSI: 1,674,383 (indirect)
WRI: 1,674,383 (indirect)
WRIMCO: 1,674,383 (indirect)
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ACF: 1,674,383 (direct)
(iv) Shared power to dispose or to direct the
disposition of: 0
ITEM 5: OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the beneficial owner
of more than 5 percent of the class of securities, check the following: [X]
ITEM 6: OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON:
The clients of ACF have the right to receive dividends from
as well as the proceeds from the sale of such securities.
ITEM 7: IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY:
See Attached Exhibit 2.
ITEM 8: IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not Applicable.
ITEM 9: NOTICE OF DISSOLUTION OF GROUP:
Not Applicable.
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ITEM 10: CERTIFICATION:
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired and are not
held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that
purpose or effect.
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.
Dated: January 28, 2000
Waddell & Reed Financial, Inc. Waddell & Reed Financial Services, Inc.
By: /s/ Daniel C. Schulte By: /s/ Daniel C. Schulte
Name: Daniel C. Schulte Name: Daniel C. Schulte
Title: Senior Vice President Title: Senior Vice President
Waddell & Reed, Inc. Waddell & Reed Investment Management Company
By: /s/ Daniel C. Schulte By: /s/ Daniel C. Schulte
Name: Daniel C. Schulte Name: Daniel C. Schulte
Title: Senior Vice President Title: Senior Vice President
Austin, Calvert & Flavin, Inc.
By: /s/ Harry M. Flavin
Name: Harry M. Flavin
Title: President
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EXHIBIT INDEX
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<CAPTION>
Exhibit
No. Description
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<S> <C>
1 Joint Filing Agreement
2 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company
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EXHIBIT 1
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JOINT FILING AGREEMENT
Waddell & Reed Financial, Inc., Waddell & Reed Financial Services,
Inc., Waddell & Reed, Inc., Waddell & Reed Investment Management Company and
Austin, Calvert & Flavin, Inc. (the "Filing Persons"), hereby agree to file
jointly a Schedule 13G and any amendments thereto relating to the aggregate
ownership by each of the Filing Persons of any voting equity security of a
class which is registered pursuant to Section 12 of the Securities Exchange
Act of 1934, as amended, as required by Rule 13d-1 and Rule 13d-2 promulgated
under the Securities Exchange Act of 1934. Each of the Filing Persons agrees
that the information set forth in such Schedule 13G and any amendments
thereto with respect to such Filing Person will be true, complete and correct
as of the date of such Schedule 13G or such amendment, to the best of such
Filing Person's knowledge and belief, after reasonable inquiry. Each of the
Filing Persons makes no representations as to the accuracy or adequacy of the
information set forth in the Schedule 13G or any amendments thereto with
respect to any other Filing Person. Each of the Filing Persons shall promptly
notify the other Filing Persons if any of the information set forth in the
Schedule 13G or any amendments thereto shall become inaccurate in any
material respect or if said person learns of information that would require
an amendment to the Schedule 13G.
IN WITNESS WHEREOF, the undersigned have set their hands this 28th
day of January, 2000.
Waddell & Reed Financial, Inc. Waddell & Reed Financial Services, Inc.
By: /s/ Daniel C. Schulte By: /s/ Daniel C. Schulte
Name: Daniel C. Schulte Name: Daniel C. Schulte
Title: Senior Vice President Title: Senior Vice President
Waddell & Reed, Inc. Waddell & Reed Investment Management Company
By: /s/ Daniel C. Schulte By: /s/ Daniel C. Schulte
Name: Daniel C. Schulte Name: Daniel C. Schulte
Title: Senior Vice President Title: Senior Vice President
Austin, Calvert & Flavin, Inc.
By: /s/ Harry M. Flavin
Name: Harry M. Flavin
Title: President
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EXHIBIT 2
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Austin, Calvert & Flavin, Inc. - Tax ID No. 74-2140265
Investment Advisor registered under Section 203 of the Investment
Advisor's Act of 1940
