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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): SEPTEMBER 10, 2003
TOM BROWN, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 001-31308 95-1949781
(State of incorporation) (Commission File) (I.R.S. Employer
Number) Identification No.)
555 SEVENTEENTH STREET, SUITE 1850
DENVER, COLORADO 80202
(Address of principal executive offices) (Zip Code)
(303) 260-5000
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address if changed since last report)
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ITEM 5. Other Events and Regulation FD Disclosure.
On September 10, 2003, Tom Brown, Inc., a Delaware corporation (the
"Registrant"), Chicago Carbon Company, an Illinois general partnership (the
"Selling Stockholder"), and the underwriters named therein entered into an
underwriting agreement in connection with the offering and sale (the "Equity
Offering") by the Registrant and the Selling Stockholder of up to 10,925,000
shares of the Registrant's common stock, consisting of 9,500,000 firm shares
(6,000,000 of which will be sold by the Registrant and 3,500,000 of which will
be sold by the Selling Stockholder) and 1,425,000 option shares that may be sold
by the Selling Stockholder to cover any underwriter over-allotments. The shares
to be offered and sold in the Equity Offering have been registered under the
Securities Act of 1933, as amended (the "Securities Act"), pursuant to a
Registration Statement on Form S-3 (SEC File No. 333-104896) (the "Registration
Statement"). The Registration Statement, as amended, was declared effective by
the Securities and Exchange Commission on August 20, 2003. In connection with
the Equity Offering, a final prospectus supplement dated September 10, 2003 has
been filed pursuant to Rule 424(b) promulgated under the Securities Act. In
connection with the Equity Offering, the Registrant, the Selling Stockholder and
Union Oil Company of California, the indirect parent of the Selling Stockholder,
entered into an Amendment and Waiver Agreement, dated September 10, 2003, which
has been filed as an exhibit to this Form 8-K.
On September 11, 2003, the Registrant, its subsidiary, Tom Brown Resources
Funding Corp., an unlimited company existing under the laws of Nova Scotia,
Canada (the "Subsidiary Issuer"), and the underwriters named therein entered
into an underwriting agreement in connection with the offering and sale (the
"Debt Offering") by the Registrant and the Subsidiary Issuer of Units consisting
of Senior Subordinated Notes due September 15, 2013 of the Registrant and Senior
Subordinated Notes due September 15, 2013 of the Subsidiary Issuer. The
aggregate principal amount of notes to be issued is $225 million. Notes issued
by the Subsidiary Issuer will be guaranteed by the Registrant. The Units to be
offered and sold in the Debt Offering have been registered under the Securities
Act pursuant to the Registration Statement. In connection with the Debt
Offering, a final prospectus supplement dated September 11, 2003 has been filed
pursuant to Rule 424(b) promulgated under the Securities Act. The Units will be
issued under a first supplemental indenture, a form of which has been filed as
an exhibit to this Form 8-K.
The underwriting agreements for both the Equity Offering and Debt Offering
provide for a closing date of September 16, 2003.
ITEM 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
1.1 Underwriting Agreement, dated September 10, 2003, by and among Tom Brown,
Inc., Chicago Carbon Company, J.P. Morgan Securities Inc., Wachovia Capital
Markets, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, A.G.
Edwards & Sons, Inc., First Albany Corporation, Goldman Sachs & Co., Howard
Weil, A division of Legg Mason Wood Walker, Inc., Petrie Parkman & Co.,
Inc., Raymond James and Associates, Inc. and RBC Dain Rauscher Inc.
1.2 Underwriting Agreement, dated September 11, 2003, by and among Tom Brown,
Inc., Tom Brown Resources Funding Corp., Goldman, Sachs & Co., J.P. Morgan
Securities Inc., Merrill, Lynch, Pierce, Fenner & Smith Incorporated, BNP
Paribas Securities Corp., Citigroup Global Markets Inc., Scotia Capita
(USA) Inc. and Wachovia Securities, LLC.
4.1 Amendment and Waiver Agreement, dated as of September 10, 2003, by and
among Tom Brown, Inc., Union Oil Company of California and Chicago Carbon
Company.
4.2 Form of First Supplemental Indenture, to be dated as of September 16, 2003,
by and among Tom Brown, Inc., Tom Brown Resources Funding Corp. and U.S.
Bank National Association, as Trustee (the "Indenture").
5.1 Opinion of Vinson & Elkins L.L.P.
5.2 Opinion of Stewart McKelvey Stirling Scales.
25.1 Form T-1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of the Trustee under the Indenture.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: September 15, 2003 TOM BROWN, INC.
By: /s/ Daniel G. Blanchard
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Daniel G. Blanchard
Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description
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1.1 Underwriting Agreement, dated September 10, 2003, by and among
Tom Brown, Inc., Chicago Carbon Company, J.P. Morgan
Securities Inc., Wachovia Capital Markets, LLC, Merrill
Lynch, Pierce, Fenner & Smith Incorporated, A.G. Edwards &
Sons, Inc., First Albany Corporation, Goldman Sachs & Co.,
Howard Weil, A division of Legg Mason Wood Walker, Inc.,
Petrie Parkman & Co., Inc., Raymond James and Associates,
Inc. and RBC Dain Rauscher Inc.
1.2 Underwriting Agreement, dated September 11, 2003, by and among
Tom Brown, Inc., Tom Brown Resources Funding Corp., Goldman,
Sachs & Co., J.P. Morgan Securities Inc., Merrill, Lynch, Pierce,
Fenner & Smith Incorporated, BNP Paribas Securities Corp.,
Citigroup Global Markets Inc., Scotia Capita (USA) Inc. and
Wachovia Securities, LLC.
4.1 Amendment and Waiver Agreement, dated as of September 10, 2003, by
and among Tom Brown, Inc., Union Oil Company of California and
Chicago Carbon Company.
4.2 Form of First Supplemental Indenture, to be dated as of September
16, 2003, by and among Tom Brown, Inc., Tom Brown Resources
Funding Corp. and U.S. Bank National Association, as Trustee (the
"Indenture").
5.1 Opinion of Vinson & Elkins L.L.P.
5.2 Opinion of Stewart McKelvey Stirling Seaks.
25.1 Form T-1 Statement of Eligibility and Qualification under the
Trust Indenture Act of 1939 of the Trustee under the Indenture.