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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, 2001
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 $26.56 per share as quoted on
the NASDAQ National Market System) on April 5, 2002 was approximately
$1,040,382,397.
As of April 5, 2002, there were 39,171,024 shares of Common Stock
outstanding.
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:
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)
2.2 -- Pre-Acquisition Agreement, dated December 13,
2000, between Stellarton Energy Corporation and
the Registrant. (Incorporated by reference to
Exhibit 2.2 in the Registrant's Form 10-K Report
for the fiscal year ended December 31, 2000, and
filed with the Securities and Exchange Commission
on March 13, 2001)
3.1 -- Certificate of Incorporation, as amended, of the
Registrant. (Incorporated by reference to Exhibit
3.1 in the Registrant's Form S-8 Report filed with
the Securities and Exchange Commission on December
6, 2000)
3.2 -- Amended and Restated Bylaws, dated May 10, 2001.
(Incorporated by reference to Exhibit 3.1 in the
Registrant's Form 10-Q, for the quarterly period
ended March 31, 2001, and filed with the
Securities and Exchange Commission on May 14,
2001)
4.1 -- First Amended and Restated Rights Agreement dated
March 1, 2001 between the Registrant and EquiServe
Trust Company, N.A. (Incorporated by reference to
Exhibit 4.2 in the Registrant's Form 10-K Report
for the fiscal year ended December 31, 2000, and
filed with the Securities and Exchange Commission
on March 13, 2001)
10.1 -- 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)
10.2 -- U.S. Revolving Credit Agreement dated March 20,
2001. (Incorporated by reference to Exhibit 10.2
in the Registrant's Form 10-Q Report for the
quarterly period ended March 31, 2001 and filed
with the Securities and Exchange Commission on May
14, 2001)
10.3 -- Canadian Revolving Credit Agreement dated March
20, 2001. (Incorporated by reference to Exhibit
10.3 in the Registrant's Form 10-Q Report for the
quarterly period ended March 31, 2001 and filed
with the Securities and Exchange Commission on May
14, 2001)
10.4 -- Canadian Term Credit Agreement dated March 20,
2001. (Incorporated by reference to Exhibit 10.4
in the Registrant's Form 10-Q Report for the
quarterly period ended March 31, 2001 and filed
with the Securities and Exchange Commission on May
14, 2001)
10.5 -- Credit Agreement dated June 30, 2000, 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 Report for the quarterly period ended June
30, 2000, and filed with the Securities and
Exchange Commission on August 14, 2000)
10.6 -- 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)
10.7 -- 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)
10.8 -- 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)
10.9 -- 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)
Executive Compensation Plans and Arrangements (Exhibits 10.10 through
10.23):
10.10 -- 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)
10.11 -- 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)
10.12 -- 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)
10.13 -- 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)
10.14 -- First Amendment to Tom Brown, Inc. Severance Plan
dated May 10, 2001. (Incorporated by reference to
Exhibit 10.5 in the Registrant's Form 10-Q Report
for the quarterly period ended March 31, 2001 and
filed with the Securities and Exchange Commission
on May 14, 2001)
10.15 -- 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)
10.16 -- First Amendment to Severance Agreement dated May
10, 2001. (Incorporated by reference to Exhibit
10.8 in the Registrant's Form 10-Q Report for the
quarterly period ended March 31, 2001 and filed
with the Securities and Exchange Commission on May
14, 2001)
10.17 -- Amended Schedule to Severance Agreement
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.(Incorporated by
reference to Exhibit 10.17 in the registrants Form
10-K report dated March 19, 2002)
10.18 -- Deferred Compensation Plan dated March 1, 2001.
(Incorporated by reference to Exhibit 10.22 in the
Registrant's Form 10-K Report for the fiscal year
ended December 31, 2000, and filed with the
Securities and Exchange Commission on March 13,
2001)
10.19 -- 1999 Long-Term Incentive Plan effective as of
February 17, 1999. (Incorporated by reference to
Exhibit 10.11 in the Registrant's Form 10-K Report
for the fiscal year ended December 31, 1999, and
filed with the Securities and Exchange Commission
on March 22, 2000)
10.20 -- Amendment to Tom Brown, Inc. 1999 Long-Term
Incentive Plan dated May 10, 2001. (Incorporated
by reference to Exhibit 10.6 in the Registrant's
Form 10-Q Report for the quarterly period ended
March 31, 2001 and filed with the Securities and
Exchange Commission on May 14, 2001)
10.21 -- Amended and Restated 1993 Stock Option Plan.
(Incorporated by reference to Exhibit 10.1 in the
Registrant's Form 10-Q Report for the quarterly
period ended March 31, 2001 and filed with the
Securities and Exchange Commission on May 14,
2001)
10.22 -- Amendment to Tom Brown, Inc. Amended and Restated
1993 Stock Option Plan dated May 10, 2001.
(Incorporated by reference to Exhibit 10.7 in the
Registrant's Form 10-Q Report for the quarterly
period ended March 31, 2001 and filed with the
Securities and Exchange Commission on May 14,
2001)
10.23 -- 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)
21.1 -- Subsidiaries of the Registrant
23.1 -- Consent of Arthur Andersen LLP
23.3 -- Consent of Ryder Scott Company
99.1* -- Acknowledgment of receipt of Arthur Andersen, LLP
representation letter
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* Filed herewith
(4) Reports on Form 8-K:
None
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/ JAMES B. WALLACE
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James B. Wallace
Chairman of the Board of Directors
Date: April 9, 2002
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.
SIGNATURE TITLE DATE
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/s/ JAMES B. WALLACE Chairman of the Board April 9, 2002
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James B. Wallace
/s/ JAMES D. LIGHTNER President, Chief April 9, 2002
----------------------------------- Executive Officer and Director
James D. Lightner
/s/ DANIEL G. BLANCHARD Executive Vice President, Chief April 9, 2002
----------------------------------- Financial Officer and Treasurer
Daniel G. Blanchard
/s/ RICHARD L. SATRE Controller April 9, 2002
-----------------------------------
Richard L. Satre
/s/ THOMAS C. BROWN Director April 9, 2002
-----------------------------------
Thomas C. Brown
/s/ DAVID M. CARMICHAEL Director April 9, 2002
-----------------------------------
David M. Carmichael
/s/ HENRY GROPPE Director April 9, 2002
-----------------------------------
Henry Groppe
/s/ EDWARD W. LEBARON, JR. Director April 9, 2002
-----------------------------------
Edward S. LeBaron, Jr.
/s/ ROBERT H. WHILDEN, JR. Director April 9, 2002
-----------------------------------
Robert H. Whilden, Jr.
/s/ WAYNE W. MURDY Director April 9, 2002
-----------------------------------
Wayne W. Murdy
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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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)
2.2 -- Pre-Acquisition Agreement, dated December 13,
2000, between Stellarton Energy Corporation and
the Registrant. (Incorporated by reference to
Exhibit 2.2 in the Registrant's Form 10-K Report
for the fiscal year ended December 31, 2000, and
filed with the Securities and Exchange Commission
on March 13, 2001)
3.1 -- Certificate of Incorporation, as amended, of the
Registrant. (Incorporated by reference to Exhibit
3.1 in the Registrant's Form S-8 Report filed with
the Securities and Exchange Commission on December
6, 2000)
3.2 -- Amended and Restated Bylaws, dated May 10, 2001.
(Incorporated by reference to Exhibit 3.1 in the
Registrant's Form 10-Q, for the quarterly period
ended March 31, 2001, and filed with the
Securities and Exchange Commission on May 14,
2001)
4.1 -- First Amended and Restated Rights Agreement dated
March 1, 2001 between the Registrant and EquiServe
Trust Company, N.A. (Incorporated by reference to
Exhibit 4.2 in the Registrant's Form 10-K Report
for the fiscal year ended December 31, 2000, and
filed with the Securities and Exchange Commission
on March 13, 2001)
10.1 -- 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)
10.2 -- U.S. Revolving Credit Agreement dated March 20,
2001. (Incorporated by reference to Exhibit 10.2
in the Registrant's Form 10-Q Report for the
quarterly period ended March 31, 2001 and filed
with the Securities and Exchange Commission on May
14, 2001)
10.3 -- Canadian Revolving Credit Agreement dated March
20, 2001. (Incorporated by reference to Exhibit
10.3 in the Registrant's Form 10-Q Report for the
quarterly period ended March 31, 2001 and filed
with the Securities and Exchange Commission on May
14, 2001)
10.4 -- Canadian Term Credit Agreement dated March 20,
2001. (Incorporated by reference to Exhibit 10.4
in the Registrant's Form 10-Q Report for the
quarterly period ended March 31, 2001 and filed
with the Securities and Exchange Commission on May
14, 2001)
10.5 -- Credit Agreement dated June 30, 2000, 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 Report for the quarterly period ended June
30, 2000, and filed with the Securities and
Exchange Commission on August 14, 2000)
10.6 -- 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)
10.7 -- 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)
10.8 -- 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)
10.9 -- 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)
Executive Compensation Plans and Arrangements (Exhibits 10.10 through
10.23):
10.10 -- 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)
10.11 -- 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)
10.12 -- 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)
10.13 -- 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)
10.14 -- First Amendment to Tom Brown, Inc. Severance Plan
dated May 10, 2001. (Incorporated by reference to
Exhibit 10.5 in the Registrant's Form 10-Q Report
for the quarterly period ended March 31, 2001 and
filed with the Securities and Exchange Commission
on May 14, 2001)
10.15 -- 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)
10.16 -- First Amendment to Severance Agreement dated May
10, 2001. (Incorporated by reference to Exhibit
10.8 in the Registrant's Form 10-Q Report for the
quarterly period ended March 31, 2001 and filed
with the Securities and Exchange Commission on May
14, 2001)
10.17 -- Amended Schedule to Severance Agreement
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.(Incorporated by
reference to Exhibit 10.17 in the registrants Form
10-K report dated March 19, 2002)
10.18 -- Deferred Compensation Plan dated March 1, 2001.
(Incorporated by reference to Exhibit 10.22 in the
Registrant's Form 10-K Report for the fiscal year
ended December 31, 2000, and filed with the
Securities and Exchange Commission on March 13,
2001)
10.19 -- 1999 Long-Term Incentive Plan effective as of
February 17, 1999. (Incorporated by reference to
Exhibit 10.11 in the Registrant's Form 10-K Report
for the fiscal year ended December 31, 1999, and
filed with the Securities and Exchange Commission
on March 22, 2000)
10.20 -- Amendment to Tom Brown, Inc. 1999 Long-Term
Incentive Plan dated May 10, 2001. (Incorporated
by reference to Exhibit 10.6 in the Registrant's
Form 10-Q Report for the quarterly period ended
March 31, 2001 and filed with the Securities and
Exchange Commission on May 14, 2001)
10.21 -- Amended and Restated 1993 Stock Option Plan.
(Incorporated by reference to Exhibit 10.1 in the
Registrant's Form 10-Q Report for the quarterly
period ended March 31, 2001 and filed with the
Securities and Exchange Commission on May 14,
2001)
10.22 -- Amendment to Tom Brown, Inc. Amended and Restated
1993 Stock Option Plan dated May 10, 2001.
(Incorporated by reference to Exhibit 10.7 in the
Registrant's Form 10-Q Report for the quarterly
period ended March 31, 2001 and filed with the
Securities and Exchange Commission on May 14,
2001)
10.23 -- 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)
21.1 -- Subsidiaries of the Registrant
23.1 -- Consent of Arthur Andersen LLP
23.3 -- Consent of Ryder Scott Company
99.1* -- Acknowledgment of receipt of Arthur Andersen, LLP
representation letter
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* Filed herewith