-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HGX6OZn+MDoQ22yNJ6+GKhYdFVGmimGixZfUpRu9kSNd8xQizT9ZZIEoUCGuyOsi adH9bOCM0NjWvaN4peBLAA== 0000950129-97-004163.txt : 19971015 0000950129-97-004163.hdr.sgml : 19971015 ACCESSION NUMBER: 0000950129-97-004163 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 6 333-35537 FILED AS OF DATE: 19971010 EFFECTIVENESS DATE: 19971010 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BROWN TOM INC /DE CENTRAL INDEX KEY: 0000014803 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 951949781 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: SEC FILE NUMBER: 333-37739 FILM NUMBER: 97694485 BUSINESS ADDRESS: STREET 1: 508 W WALL STREET 2: STE 500 CITY: MIDLAND STATE: TX ZIP: 79701 BUSINESS PHONE: 9156829715 FORMER COMPANY: FORMER CONFORMED NAME: BROWN TOM DRILLING CO INC DATE OF NAME CHANGE: 19710915 S-3MEF 1 TOM BROWN, INC. - RULE 462(B) TO 333-35537 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 10, 1997 REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- FORM S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 --------------------- TOM BROWN, INC. (Exact name of Registrant as specified in its charter) DELAWARE 1311 95-1949781 (State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer of incorporation or organization) Classification Code Number) Identification No.) P.O. BOX 2608 DONALD L. EVANS 500 EMPIRE PLAZA BUILDING CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER MIDLAND, TEXAS 79701 500 EMPIRE PLAZA BUILDING (915) 682-9715 MIDLAND, TEXAS 79701 (Address, including zip code, and telephone (915) 682-9715 number, (Name, address, including zip code, and telephone including area code, of Registrant's principal number, executive offices) including area code, of agent for service)
COPIES TO: ROBERT H. WHILDEN, JR. THOMAS P. MASON VINSON & ELKINS L.L.P. ANDREWS & KURTH L.L.P. 1001 FANNIN 4200 TEXAS COMMERCE TOWER HOUSTON, TEXAS 77002 HOUSTON, TEXAS 77002 (713) 758-2320 (713) 220-4368 (713) 615-5160 (FAX)
--------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective. If any of the securities registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] Registration Statement No. 333-35537 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE
============================================================================================================================= PROPOSED PROPOSED TITLE OF EACH CLASS OF AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED PRICE PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE - ----------------------------------------------------------------------------------------------------------------------------- Common Stock, $.10 par value(2)................... 919,445 shares $24.875 $22,871,200 $6,931
================================================================================ (1) Pursuant to Rule 457(c), estimated solely for purpose of calculating the registration fee. (2) Including associated preferred stock purchase rights. Prior to the occurrence of certain events, the preferred stock purchase rights will not be evidenced or traded separately from the Common Stock. REGISTRATION STATEMENT NO. 333-35537, WHICH WAS DECLARED EFFECTIVE ON OCTOBER 10, 1997, RELATES TO 4,600,000 SHARES OF COMMON STOCK OF THE REGISTRANT (THE "PREVIOUSLY REGISTERED SECURITIES"). THIS REGISTRATION STATEMENT REGISTERS ADDITIONAL SECURITIES FOR OFFERING PURSUANT TO RULE 462(B) UNDER THE SECURITIES ACT TO THE TOTAL AMOUNT OF PREVIOUSLY REGISTERED SECURITIES REGISTERED ON REGISTRATION STATEMENT NO. 333-35537. PURSUANT TO RULE 429 UNDER THE SECURITIES ACT, THE PREVIOUSLY REGISTERED SECURITIES MAY BE OFFERED AND SOLD TOGETHER WITH THE SECURITIES REGISTERED HEREUNDER THROUGH THE USE OF THE COMBINED PROSPECTUS INCLUDED IN REGISTRATION STATEMENT NO. 333-35537. IN ACCORDANCE WITH RULE 429(B), THE AMOUNT OF THE PREVIOUSLY PAID FILING FEE ASSOCIATED WITH THE PREVIOUSLY REGISTERED SECURITIES WAS $34,653. THE REGISTRANT HEREBY INCORPORATES BY REFERENCE INTO THIS REGISTRATION STATEMENT ON FORM S-3 IN ITS ENTIRETY THE REGISTRATION STATEMENT NO. 333-35537, INCLUDING EACH OF THE DOCUMENTS FILED BY THE REGISTRANT WITH THE COMMISSION AND INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE THEREIN AND INCLUDING EACH OF THE DOCUMENTS FILED AS EXHIBITS TO SUCH REGISTRATION STATEMENT. ================================================================================ 2 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF MIDLAND, STATE OF TEXAS, ON OCTOBER 10, 1997. TOM BROWN, INC. By: /s/ DONALD L. EVANS ---------------------------------- Donald L. Evans, Chairman of the Board and Chief Executive Officer PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE --------- ----- ---- /s/ DONALD L. EVANS Chairman of the Board of October 10, 1997 - ----------------------------------------------------- Directors and Chief Donald L. Evans Executive Officer (Principal Executive Officer) * President and Chief October 10, 1997 - ----------------------------------------------------- Operating Officer and William R. Granberry Director * Controller (Principal October 10, 1997 - ----------------------------------------------------- Financial and Accounting R. Kim Harris Officer) * Director October 10, 1997 - ----------------------------------------------------- Thomas C. Brown * Director October 10, 1997 - ----------------------------------------------------- David M. Carmichael * Director October 10, 1997 - ----------------------------------------------------- Henry Groppe * Director October 10, 1997 - ----------------------------------------------------- Edward W. LeBaron, Jr. * Director October 10, 1997 - ----------------------------------------------------- Clyde E. McKenzie * Director October 10, 1997 - ----------------------------------------------------- James B. Wallace * Director October 10, 1997 - ----------------------------------------------------- Robert H. Whilden, Jr. *By /s/ DONALD L. EVANS ------------------------------------------------- Donald L. Evans, as attorney-in-fact
II-1 3
EXHIBIT NO. EXHIBITS ----------- -------- 1.1 -- Certificate of Registrant as to payment of additional registration fee. 23.1 -- Consent of Arthur Andersen LLP. 23.2 -- Consent of Williamson Petroleum Consultants, Inc. 23.3 -- Consent of Ryder Scott Company. 23.4 -- Consent of Deloitte & Touche LLP. 25.1 -- Powers of Attorney (incorporated by reference to exhibit 25.1 to the Registrant's Registration Statement on Form S-3 (Registration No. 333-35537)).
EX-1.1 2 FORM OF UNDERWRITING AGREEMENT 1 EXHIBIT 1.1 CERTIFICATE OF TOM BROWN, INC. AS TO PAYMENT OF ADDITIONAL REGISTRATION FEE Tom Brown, Inc. (the "Registrant") hereby certifies to the Securities and Exchange Commission that on October 10, 1997: (i) The Registrant has instructed its bank to wire transfer to the Securities and Exchange Commission the requisite filing fee of $6,931 in connection with its Registration Statement pursuant to Rule 462(b) filed on October 10, 1997; (ii) The Registrant will not revoke such instructions; (iii) The Registrant has sufficient funds in the account in which the wire transfer will originate to cover the amount of the filing fee. The Registrant hereby undertakes to confirm on October 13, 1997 that its bank has received such instructions. TOM BROWN, INC. By: /s/ DONALD L. EVANS ------------------------------------ Donald L. Evans Chairman of the Board and Chief Executive Officer EX-23.1 3 CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated February 28, 1997 included in the Annual Report on Form 10-K of Tom Brown, Inc. for the year ended December 31, 1996 and to all references to our Firm included in this registration statement. ARTHUR ANDERSEN LLP Houston, Texas October 9, 1997 EX-23.2 4 CONSENT OF WILLIAMSON PETROLEUM CONSULTANTS, INC. 1 EXHIBIT 23.2 CONSENT OF WILLIAMSON PETROLEUM CONSULTANTS, INC. As independent petroleum engineers, we hereby consent to the use in the Prospectus constituting part of this Registration Statement on Form S-3 of Tom Brown, Inc. of information from our reserve report dated February 28, 1997 relating to the oil and gas reserves of Tom Brown, Inc. at December 31, 1996. We also consent to the references to us as experts under the heading "Experts" and elsewhere in such Prospectus. WILLIAMSON PETROLEUM CONSULTANTS, INC. Williamson Petroleum Consultants, Inc. Midland, Texas October 10, 1997 EX-23.3 5 CONSENT OF RYDER SCOTT COMPANY 1 EXHIBIT 23.3 CONSENT OF INDEPENDENT PETROLEUM ENGINEERS We hereby consent to the use in the Prospectus constituting part of this Registration Statement on Form S-3 of Tom Brown, Inc. of information from our reserve report dated March 12, 1997 relating to the oil and gas reserves of Tom Brown, Inc. at December 31, 1996. We also consent to the references to us as experts under the heading "Experts" and elsewhere in such Prospectus. Ryder Scott Company Petroleum Engineers ------------------- October 10, 1997 EX-23.4 6 CONSENT OF DELOITTE & TOUCHE 1 EXHIBIT 23.4 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Tom Brown, Inc. on Form S-3 of our report dated April 5, 1996 (relating to the financial statements of Presidio Oil Company and subsidiaries), appearing in the Form 8-K of Tom Brown, Inc. dated December 23, 1996, and to the reference to us under the heading "Experts" in the Prospectus, which is part of the registration statement. /s/ DELOITTE & TOUCHE LLP - ------------------------- DELOITTE & TOUCHE LLP Denver, Colorado October 10, 1997 -----END PRIVACY-ENHANCED MESSAGE-----