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): February 28, 2002
Tom Brown, Inc.
-----------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 0-3880 95-1949781
-------------------------------- ---------------- ------------------
(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
---------------------------------------- ----------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(303) 260-5000
----------------------------------------------------
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
NOT APPLICABLE
----------------------------------------------------
(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR,
IF CHANGED SINCE LAST REPORT)
Item 7. FINANCIAL STATEMENT AND EXHIBITS.
99.1 - 2002 Financial Model Estimates
Item 9. REGULATION FD DISCLOSURE.
The Company hereby incorporates by reference into this Item 9. the 2002
Financial Model Estimates attached as Exhibit 99.1. In accordance with General
Instruction B.2 of Form 8-K the information in this report (including the
exhibit) shall not be deemed "filed" for purpose of Section 18 of the Securities
Exchange Act of 1934, nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933, except as shall be expressly set forth
by specific reference in such a filing. This report does not constitute a
determination of whether any information included in this report is material.
The document attached as Exhibit 99.1 is being furnished in this Form 8-K to
provide public disclosure of the Company's estimates to permit preparation of
financial models of the Company's operating activities for the first quarter and
full-year 2002.
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: February 28, 2002 Tom Brown, Inc.
By: /s/ Daniel G. Blanchard
-------------------------------------
Daniel G. Blanchard
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
By: /s/ Richard L. Satre
-------------------------------------
Richard L. Satre
Controller
(Principal Accounting Officer)
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
99.1 2002 Financial Model Estimates