SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): MAY 19, 2004
TOM BROWN, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 001-31308 95-1949781
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
555 SEVENTEENTH STREET
SUITE 1850
DENVER, COLORADO 80202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 260-5000
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On May 19, 2004, Plaza II Acquisition Corp, a Delaware corporation
("Purchaser") and a wholly owned subsidiary of EnCana Corporation, a Canadian
corporation ("EnCana"), announced that it had completed its tender offer for
Tom Brown, Inc., a Delaware corporation ("Tom Brown" or the "Company"),
pursuant to an Agreement and Plan of Merger, dated as of April 14, 2004, by and
among the Company, Purchaser and EnCana (the "Merger Agreement").
Pursuant to the terms of the Merger Agreement, the Purchaser commenced
an offer to purchase all of the issued and outstanding shares of the Company's
common stock, par value $.10 per share, including the associated rights to
purchase shares of the Company's preferred stock (collectively, the "Common
Stock"), at a purchase price of $48.00 per share, net to the seller in cash,
without interest, upon the terms and subject to the conditions set forth in
EnCana and Purchaser's Offer to Purchase, dated April 21, 2004, and in the
related Letter of Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the "Offer"). The Offer is
described in a Tender Offer Statement on Schedule TO (as amended or
supplemented from time to time) filed by EnCana and Purchaser with the United
States Securities and Exchange Commission on April 21, 2004. The Offer expired
at 12:00 midnight EDT on May 18, 2004 and, on May 19, 2004, the Purchaser
announced that it accepted for payment all shares of Common Stock tendered.
Based on information provided by The Bank of New York, the depositary for the
Offer (the "Depositary"), at least 44,583,673 shares of the 46,519,356
shares of Common Stock issued and outstanding (or at least 95% of all
outstanding fully diluted shares of Common Stock) were validly tendered and not
withdrawn pursuant to the Offer. The Purchaser accepted for payment and
notified the Depositary to pay promptly for the tendered and accepted Shares
(other than those subject to guarantee of delivery or receipt of additional
documentation), in accordance with the terms and subject to the conditions set
forth in the Offer documents.
The Merger Agreement also provides that upon the first acceptance for
payment of, and payment by the Purchaser for, any shares of Common Stock
pursuant to the Offer, the Purchaser shall be entitled to designate persons for
appointment to the Company's Board of Directors. Pursuant to this provision the
Purchaser may designate for appointment to the Board of Directors persons
comprising at least a majority of the Board of Directors, equal to a fraction
of the Board of Directors proportionate to the percentage of outstanding shares
owned by the Purchaser.
The Purchaser also announced its plans, pursuant to the Merger
Agreement, to acquire the remaining shares of Common Stock through a
second-step merger.
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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.
TOM BROWN, INC.
Date: May 19, 2004 By: /s/ Daniel G. Blanchard
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Daniel G. Blanchard
Executive Vice President and
Chief Financial Officer
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