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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):
January 26, 2001 (January 12, 2001)
Tom Brown, Inc.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-3880 95-1949781
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(STATE OR OTHER JURISDICTION OF (Commission File (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) Number) IDENTIFICATION NO.)
555 SEVENTEENTH STREET, SUITE 1850
DENVER, COLORADO 80202
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(303) 260-5000
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
NOT APPLICABLE
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(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR,
IF CHANGED SINCE LAST REPORT)
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
Tom Brown, Inc. announced on January 12, 2001 that 21.8 million common
shares, or approximately 97.2%, of the outstanding shares of Stellarton Energy
Corporation ("Stellarton") were deposited pursuant to an offer dated December
20, 2000 made by Tom Brown Resources Ltd., a wholly-owned subsidiary of Tom
Brown, Inc., and that all of the shares validly deposited to the offer have been
taken up and paid for. The offer for all of the shares of Stellarton was made at
a price of C$5.00 per share and expired on January 11, 2001. Tom Brown
subsequently acquired all of the shares of Stellarton not validly deposited
pursuant to the compulsory acquisition provisions of the Business Corporations
Act (Alberta). All of the directors and officers of Stellarton have been
replaced with nominees of Tom Brown.
The C$5.00 per share or approximately US$3.30 combined with the
assumption of an estimated net debt of approximately US$14.5 million, results in
a total transaction value of US$94.8 million. This transaction has been
initially funded through an extension of Tom Brown, Inc.'s existing credit
facility. A permanent credit facility is currently being negotiated that will
include a five-year Canadian term loan that will be utilized to provide the
capital for this acquisition.
Stellarton's assets are located in western Alberta, Canada, with
estimated total net proved reserves (after royalty) of 58.6 million cubic feet
(Bcf) of gas and 2.82 million barrels of oil and natural gas liquids for total
equivalent proved reserves of 75.5 Bcfe (78% gas).
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements for Stellarton and Tom Brown, Inc., pursuant
to the requirements of Form 8-K, will be filed no later than March 13, 2001.
(b) Pro forma financial statements for the combined entity, pursuant to
the requirements of Form 8-K, will be filed no later than March 13, 2001.
(c) Exhibits.
The following exhibit is furnished as part of this report.
99.1 - Press Release dated January 12, 2001.
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: January 26, 2001 Tom Brown, Inc.
By: /s/ Daniel G. Blanchard
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Daniel G. Blanchard
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
By: /s/ Richard L. Satre
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Richard L. Satre
Controller
(Principal Accounting Officer)
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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99.1 Press Release dated January 12, 2001.