-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JEfVQ3XEnVgU/4KSLEzhAP0CduPqKU4oOJ0SgNA7cCyJh5HMzG8ET9EMAjbjAJST e5wgf+lwoe8m6CygH0Pz1A== 0000716039-99-000038.txt : 19991117 0000716039-99-000038.hdr.sgml : 19991117 ACCESSION NUMBER: 0000716039-99-000038 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991116 GROUP MEMBERS: CHICAGO CARBON COMPANY GROUP MEMBERS: LEMONT CARBON, INC. GROUP MEMBERS: MIDWEST 76, INC. GROUP MEMBERS: MIDWEST NATURAL GAS PIPELINE COMPANY GROUP MEMBERS: UNION OIL CO OF CALIFORNIA GROUP MEMBERS: UNOCAL CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BROWN TOM INC /DE CENTRAL INDEX KEY: 0000014803 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 951949781 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-33402 FILM NUMBER: 99758998 BUSINESS ADDRESS: STREET 1: 508 W WALL STREET 2: STE 500 CITY: MIDLAND STATE: TX ZIP: 79701 BUSINESS PHONE: 9156829715 FORMER COMPANY: FORMER CONFORMED NAME: BROWN TOM DRILLING CO INC DATE OF NAME CHANGE: 19710915 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UNION OIL CO OF CALIFORNIA CENTRAL INDEX KEY: 0000100880 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 951315450 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2141 ROSECRANS AVNUE STREET 2: SUITE 4000 CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3107267718 MAIL ADDRESS: STREET 1: 2141 ROSECRANS AVENUE STREET 2: SUITE 4000 CITY: EL SEGUNDO STATE: CA ZIP: 90245 SC 13D/A 1 ----------------------------- OMB APPROVAL ----------------------------- OMB NUMBER: 3235-0145 Expires: August 31, 1991 Estimated average burden hours per response.. 14.90 ----------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1 )* ---- Tom Brown, Inc. ------------------------------------------------------------ (Name of Issuer) Common Stock, par value $0.10 ------------------------------------------------------------ (Title of Class of Securities) 11566020 ------------------------------ (CUSIP Number) Brigitte M. Dewez Corporate Secretary Union Oil Company of California 2141 Rosecrans Avenue, Suite 4000 El Segundo, CA 90245 (310)726-7600 ------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 30, 1999 -------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- 1(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement / /. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D - ---------------------- ------------------------ CUSIP No. PAGE 2 OF 22 PAGES - ---------------------- ------------------------ - ------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Chicago Carbon Company 36-3657233 - ------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / - ------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------ 4 SOURCE OF FUNDS (See Instructions) WC - ------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) /X/ - ------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois - ------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER -0- SHARES ------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER 5,800,000 OWNED BY ------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER -0- REPORTING ------------------------------------------ PERS0N 10 SHARED DISPOSITIVE POWER 5,800,000 WITH - -------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,800,000 - ------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) / / - ------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.5% - ------------------------------------------------------------ 14 TYPE OF REPORTING PERSON (See Instructions) PN - ------------------------------------------------------------ SCHEDULE 13D - ---------------------- ------------------------ CUSIP No. PAGE 3 OF 22 PAGES - ---------------------- ------------------------ - ------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lemont Carbon, Inc. 94-3103118 - ------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / - ------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------ 4 SOURCE OF FUNDS (See Instructions) WC - ------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) /X/ - ------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER -0- SHARES ------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER 5,800,000 OWNED BY ------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER -0- REPORTING ------------------------------------------ PERS0N 10 SHARED DISPOSITIVE POWER 5,800,000 WITH - ------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,800,000 - ------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) / / - ------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.5% - ------------------------------------------------------------ 14 TYPE OF REPORTING PERSON (See Instructions) CO - ------------------------------------------------------------ SCHEDULE 13D - ---------------------- ------------------------ CUSIP No. PAGE 4 OF 22 PAGES - ---------------------- ------------------------ - ------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Midwest 76, Inc. 94-3091652 - ------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / - ------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------ 4 SOURCE OF FUNDS (See Instructions) WC - ------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) /X/ - ------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER -0- SHARES ------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER 5,800,000 OWNED BY ------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER -0- REPORTING ------------------------------------------ PERS0N 10 SHARED DISPOSITIVE POWER 5,800,000 WITH - ------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,800,000 - ------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) / / - ------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.5% - ------------------------------------------------------------ 14 TYPE OF REPORTING PERSON (See Instructions) CO - ------------------------------------------------------------ SCHEDULE 13D - ---------------------- ------------------------ CUSIP No. PAGE 5 OF 22 PAGES - ---------------------- ------------------------ - ------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Midwest Natural Gas Pipeline Co. 33-0710784 - ------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / - ------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------ 4 SOURCE OF FUNDS (See Instructions) WC - ------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) /X/ - ------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER -0- SHARES ------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER 5,800,000 OWNED BY ------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER -0- REPORTING ------------------------------------------ PERS0N 10 SHARED DISPOSITIVE POWER 5,800,000 WITH - ------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,800,000 - ------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) / / - ------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.5% - ------------------------------------------------------------ 14 TYPE OF REPORTING PERSON (See Instructions) CO - ------------------------------------------------------------ SCHEDULE 13D - ---------------------- ------------------------ CUSIP No. PAGE 6 OF 22 PAGES - ---------------------- ------------------------ - ------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Union Oil Company of California 95-1315450 - ------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / - ------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------ 4 SOURCE OF FUNDS (See Instructions) 00 (1) - ------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) /X/ - ------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER -0- SHARES ------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER 5,800,000 OWNED BY ------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER -0- REPORTING ------------------------------------------ PERS0N 10 SHARED DISPOSITIVE POWER 5,800,000 WITH - ------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,800,000 - ------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) / / - ------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.5% - ------------------------------------------------------------ 14 TYPE OF REPORTING PERSON (See Instructions) CO - ------------------------------------------------------------ - --------------------------- (1)The source of funds was the contribution of certain properties and assets to Tom Brown, Inc. SCHEDULE 13D - ---------------------- ------------------------ CUSIP No. 91528910 PAGE 7 OF 22 PAGES - ---------------------- ------------------------ - ------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Unocal Corporation 95-3825062 - ------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / - ------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------ 4 SOURCE OF FUNDS (See Instructions) 00 - ------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) /X/ - ------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER -0- SHARES ------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER 5,800,000 OWNED BY ------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER -0- REPORTING ------------------------------------------ PERS0N 10 SHARED DISPOSITIVE POWER 5,800,000 WITH - ------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,800,000 - ------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) / / - ------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.5% - ------------------------------------------------------------ 14 TYPE OF REPORTING PERSON (See Instructions) CO - ------------------------------------------------------------ PAGE 8 OF 22 PAGES AMENDMENT #1 TO SCHEDULE 13D FILED JULY 12, 1999 Item 1. Security and Issuer ------------------- This statement relates to the shares (the "Shares") of common stock, par value $0.10 per share (the "Common Stock"), of Tom Brown, Inc., a Delaware corporation (the "Issuer"), which has its principal executive offices at 508 West Wall, Suite 500, Midland, Texas 79702. Item 2. Identity and Background ----------------------- a. Name: Chicago Carbon Company, an Illinois general partnership with three general partners that are wholly- owned subsidiaries of Union Oil Company of California ("Chicago"). b. Principal Business: General partner in a partnership that is engaged in the business of refining needle coke. c. Principal Business Address: 317 W. New Avenue Lemont, Illinois 60439 a. Name: Lemont Carbon, Inc. a Delaware corporation, and a general partner of Chicago with a 14.29% interest in the partnership, and a wholly-owned subsidiary of Union Oil Company of California ("Lemont"). b. Principal Business: General partner in a partnership that is engaged in the business of refining needle coke. c. Principal Business Address: 2141 Rosecrans Avenue, Suite 4000 El Segundo, California 90245 a. Name: Midwest 76, Inc., a Delaware corporation, and a general partner of Chicago with a 74.18% interest in the partnership, and a wholly-owned subsidiary of Union Oil Company of California ("Midwest 76"). b. Principal Business: General partner of Chicago Carbon Company, which is a general partner in a partnership that is engaged in the business of refining needle coke. c. Principal Business Address: 2141 Rosecrans Avenue, Suite 4000 El Segundo, California 90245 a. Name: Midwest Natural Gas Pipeline Company, a Delaware corporation, and a general partner of Chicago with a 11.53% interest in the partnership, and a wholly-owned subsidiary of Union Oil Company of California ("Midwest"). b. Principal Business: General partner of Chicago, which is a general partner in a partnership that is engaged in the business of refining needle coke. PAGE 9 OF 22 PAGES c. Principal Business Address: 2141 Rosecrans Avenue, Suite 4000 El Segundo, California 90245 a. Name: Union Oil Company of California, a California corporation and a wholly owned subsidiary of Unocal Corporation ("Union") b. Principal Business: Oil and gas exploration and production c. Principal Business Address: 2141 Rosecrans Avenue, Suite 4000 El Segundo, CA 90245 a. Name: Unocal Corporation, a Delaware corporation ("Unocal") b. Principal Business: Oil and gas exploration and production c. Principal Business Address: 2141 Rosecrans Avenue, Suite 4000 El Segundo, CA 90245 Attached as Appendix A is information concerning the general partners of Chicago and the executive officers and directors of Lemont, Midwest 76, Midwest, Union and Unocal required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D. Such persons may be deemed, but are not conceded to be, controlling persons of these entities. Collectively, Chicago, Lemont, Midwest 76, Midwest, Union and Unocal are hereinafter referred to as the "Reporting Persons." (d) During the past five years, Union has been convicted of a number of misdemeanor criminal violations. These cases usually involved minor violations of state or local environmental laws. However, two of these misdemeanor convictions were significant. In 1994, Union plead no contest to a number of misdemeanor violations of California statutes which prohibit the discharge of petroleum into the environment. The case was filed in Municipal Court for the County of San Luis Obispo, California. Fines and civil penalties in excess of $1,000,000 were paid to resolve the violations. On July 19, 1995, Union plead no contest to a number of misdemeanor violations of California state laws which prohibit the unlawful discharge of airborne contaminants into the environment. The case was filed in Municipal Court for the County of Contra Costa, California. A fine of $951,000 was paid to resolve the violations. In addition, civil penalties in the amount of $2,050,000 were paid in a companion civil case. During the past five years, none of the other Reporting Persons nor any of the persons referred to in Appendix A has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). (e) To the best knowledge of each Reporting Person, none of the Reporting Persons nor any of the persons referred to in Appendix A has been the subject of a civil judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws, during the last five years. (f) All persons named in Appendix A are citizens of the United States. PAGE 10 OF 22 PAGES Item 3. Source and Amount of Funds or Other Consideration ------------------------------------------------- On July 2, 1999, Union closed the transaction pursuant to which it sold certain properties and assets valued at approximately $76 million to the Issuer in exchange for 5,800,000 shares of Common Stock and $5 million in cash. On September 30, 1999, Union sold the shares to Chicago for approximately $85.4 million. Chicago paid for the shares with approximately $84.5 million received from Union as partial repayment of a $95 million loan owed by Union to Chicago and with cash on hand. Item 4. Purpose of Transaction ---------------------- Union purchased the shares of Common Stock reported herein for the purpose of investment. Union subsequently sold the shares to Chicago in order to achieve a more tax-efficient corporate holding structure for the shares. Under the Stock Ownership and Registration Rights Agreement, dated as of June 29, 1999 between Union and the Issuer, a copy of which was attached to the Schedule 13D filed on July 12, 1999 as Exhibit B (the "Stock Ownership Agreement"), Union retained the absolute right to vote its shares of Common Stock as it individually determined except as otherwise described in Item 6 hereof or in the Stock Ownership Agreement. With respect to plans or proposals that Union may have that relate to any change in the present board of directors or management of the Issuer, including Union's right to designate one member of the board of directors of the Issuer, please see Article III of the Stock Ownership Agreement, the Addendum to the Stock Ownership Agreement attached to this Schedule 13D as Exhibit "B", and the Clarification and Assignment attached to this Schedule 13D as Exhibit C. Subject to the Stock Ownership Agreement, Union may make additional purchases of Common Stock either in the open market or in private transactions. Upon the sale of the shares to Chicago, Chicago, Union and the Issuer executed an addendum to the agreement (Exhibit "B") whereby Chicago became a party to the agreement and became bound by the same obligations as Union under the agreement. Item 5. Interest in Securities of the Issuer ------------------------------------ (a)There were 35,144,489 shares of Common Stock outstanding as of October 18, 1999. The Reporting Persons are deemed to be the beneficial owners of 5,800,000 shares of Common Stock, which constitute approximately 16.5% of the total issued and outstanding Common Stock as of October 18, 1999. (b)Chicago is controlled by three general partners - Lemont, Midwest 76 and Midwest - which are wholly owned subsidiaries of Union. Union is a wholly owned subsidiary of Unocal. Therefore, Unocal may be deemed to control Union, Lemont, Midwest 76, Midwest, and Chicago. Thus, the Reporting Persons may be deemed to share voting power and investment power with respect to the Shares. Page 11 of 22 Pages (c) Except for the purchase of the 5,800,000 shares by Union and the sale of the shares by Union to Chicago, to the best knowledge of each Reporting Person, none of Union, Unocal nor any person listed on Appendix A has effected any transactions in the Shares during the past 60 days. (d) To the best of the knowledge of the Reporting Persons, none of the Reporting Persons nor any person listed on Appendix A beneficially owns any Common Stock of the Issuer except as set forth above. To the best of the knowledge of each Reporting Person, no persons other than Chicago has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by the Reporting Persons. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or ------------------------------------------ Relationships with respect to Securities of the ----------------------------------------------- Issuer ------ The Shares acquired by Union and subsequently sold to Chicago were acquired in a private placement and are restricted securities. Pursuant to the Stock Ownership Agreement, Union retained the absolute right to vote its shares of Common Stock as it individually determined except that for so long as Union owns greater than 10% of Common Stock, it must vote its shares in favor of the director nominees recommended by the management of the Issuer. In addition, certain transfer restrictions, and registration rights granted by the Issuer are set forth in the Stock Ownership Agreement, a copy of which was included as Exhibit B to Schedule 13D filed on July 12, 1999. After the sale of the shares to Chicago, Union and the Issuer executed an addendum to the Stock Ownership Agreement (included as Exhibit B to this Schedule 13D) which has the same force and effect as if Chicago had executed a counterpart of the Stock Ownership Agreement. Additionally, the Issuer and Union executed a covenant (attached as Exhibit C to this Schedule 13D) whereby the Issuer consents to the transfer, Chicago agrees to comply with the terms and conditions of the Stock Ownership Agreement, and Union agrees to certain conditions, including maintaining not less than 80% of the voting power of Chicago. Union and Chicago also executed a Clarification and Assignment (filed as Exhibit "D" to this Schedule 13) whereby Union assigns, conveys, and delivers to Chicago all of Union's rights, title and interest in to, and under the Stock Ownership Agreement (other than Union's rights, titles, and interests under Article III of the Stock Ownership Agreement, relating to Union's right to designate a director or a director nominee to the Board of Directors of Tom Brown, Inc.). Item 7. Material to be filed as Exhibits -------------------------------- Exhibit "A" - Agreement of Joint Filing. Exhibit "B" - Addendum to Stock Ownership and Registration Rights Agreement. Exhibit "C" - Unocal Covenant Exhibit "D" - Clarification and Assignment PAGE 12 OF 22 PAGES SIGNATURE --------- After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Date: November 15, 1999 CHICAGO CARBON COMPANY By: Midwest 76, Inc. By: Lemont Carbon, Inc. By: Midwest Natural Gas Pipeline Company By: /S/ Daniele Facchini --------------------- Name: Daniele Facchini Title: Assistant Secretary Constituting all of the partners of Chicago Carbon Chicago Carbon Company LEMONT CARBON, INC. MIDWEST 76, INC. MIDWEST NATURAL GAS PIPELINE CO. By: /S/ Daniele Facchini ---------------------- Name: Daniele Facchini Title: Assistant Secretary UNOCAL CORPORATION UNION OIL COMPANY OF CALIFORNIA By: /S/ Joe E. Cecil ------------------------ Name: Joe D. Cecil Title: Vice President and Comptroller PAGE 13 OF 22 PAGES APPENDIX A ---------- EXECUTIVE OFFICERS OF CHICAGO CARBON COMPANY The following table sets forth the name, business address and present principal occupation or employment of each executive officer of Chicago Carbon Company. Unless otherwise indicated below, each such person is a citizen of the United States of America. PRESENT PRINCIPAL NAME OCCUPATION OR EMPLOYMENT; ---- BUSINESS ADDRESS --------------------------- Ronald A. Lee General Manager Chicago Carbon Company 12308 So. New Avenue Lemont, Illinois 60439 L. E. (Ed) Scott Group VP - Diversified Business Group Unocal Corporation 376 South Valencia Avenue Brea, CA 92823 PAGE 14 OF 22 PAGES DIRECTORS AND EXECUTIVE OFFICERS OF LEMONT CARBON, INC. The following table sets forth the name, business address and present principal occupation or employment of each director and executive officer of Lemont Carbon, Inc. Unless otherwise indicated below, each such person is a citizen of the United States of America. PRESENT PRINCIPAL NAME OCCUPATION OR EMPLOYMENT; - ---- BUSINESS ADDRESS --------------------------- R. Gene Dewey Vice President, Carbon and Mineral Unocal Corporation 376 South Valencia Avenue Brea, CA 92823 Ronald A. Lee General Manager Chicago Carbon Company 12308 So. New Avenue Lemont, Illinois 60439 Robert M. Schlax General Manager, Planning and Financial Analysis Agricultural Products Unocal Corporation 376 South Valencia Avenue Brea, CA 92823 PAGE 15 OF 22 PAGES DIRECTORS AND EXECUTIVE OFFICERS OF MIDWEST 76, INC. The following table sets forth the name, business address and present principal occupation or employment of each director and executive officer of Midwest 76, Inc.. Unless otherwise indicated below, each such person is a citizen of the United States of America. PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; NAME BUSINESS ADDRESS ------ --------------------------- R. Gene Dewey Vice President Carbon and Mineral Unocal Corporation 376 South Valencia Avenue Brea, CA 92823 Joseph M. Monroe Managing Director Pipelines Operations Unocal Corporation 14141 Southwest Freeway Sugar Land, TX 77478 L. E. (Ed) Scott Group Vice President - Diversified Business Unocal Corporation 376 South Valencia Avenue Brea, CA 92823 PAGE 16 OF 22 PAGES DIRECTORS AND EXECUTIVE OFFICERS OF MIDWEST NATURAL GAS PIPELINE CO. The following table sets forth the name, business address and present principal occupation or employment of each director and executive officer of Midwest Natural Gas Pipeline Co. Unless otherwise indicated below, each such person is a citizen of the United States of America. PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; NAME BUSINESS ADDRESS ------ --------------------------- James Ronald Bassett Supervisor, Pipeline Accounting Unocal Corporation 14141 Southwest Freeway Sugar Land, TX 77478 Mary Anne Collins Budgets & Regulatory Compliance Analyst Unocal Corporation 14141 Southwest Freeway Sugar Land, TX 77478 John R. Gotaas Manager, Pipeline Accounting Unocal Corporation 14141 Southwest Freeway Sugar Land, TX 77478 PAGE 17 OF 22 PAGES DIRECTORS AND EXECUTIVE OFFICERS OF UNION OIL COMPANY OF CALIFORNIA The following table sets forth the name, business address and present principal occupation or employment of each director and executive officer of Union. Unless otherwise indicated below, each such person is a citizen of the United States of America. PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; NAME BUSINESS ADDRESS ------ ---------------------------- Roger C. Beach Director, Chairman & Chief Executive Officer Union Oil Company of California 2141 Rosecrans Avenue Suite 4000 El Segundo, CA 90245 John F. Imle, Jr. Director, Vice Chairman Union Oil Company of California 2141 Rosecrans Avenue Suite 4000 El Segundo, CA 90245 Timothy H. Ling Director, Executive Vice President, North American Energy Operations, and Chief Financial Officer Union Oil Company of California 2141 Rosecrans Avenue Suite 4000 El Segundo, CA 90245 Charles R. Williamson Director, Executive Vice President, International Energy Operations Union Oil Company of California 2141 Rosecrans Avenue Suite 4000 El Segundo, CA 90245 Page 18 of 22 Pages PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; NAME BUSINESS ADDRESS ------ ---------------------------- L.E. (Ed) Scott Group Vice President, Diversified Business Group Union Oil Company of California 376 South Valencia Ave. Brea, CA 92823 Dennis P.R. Codon Vice President, Chief Legal Officer and General Counsel Union Oil Company of California 2141 Rosecrans Avenue Suite 4000 El Segundo, CA 90245 Joe D. Cecil Vice President and Comptroller Union Oil Company of California 2141 Rosecrans Avenue Suite 4000 El Segundo, CA 90245 Joseph A. Householder Vice President, Corporate Development, and Assistant Chief Financial Officer Union Oil Company of California 2141 Rosecrans Avenue Suite 4000 El Segundo, CA 90245 William T. Wilson Vice President, Transportation, Commodity Trading and Risk Management Union Oil Company of California 14141 Southwest Freeway Sugar Land, TX 77478 Page 19 of 22 Pages DIRECTORS AND EXECUTIVE OFFICERS OF UNOCAL CORPORATION The following table sets forth the name, business address and present principal occupation or employment of each director and executive officer of Unocal. Unless otherwise indicated below, each such person is a citizen of the United States of America. PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; NAME BUSINESS ADDRESS ------ --------------------------- Roger C. Beach Director, Chairman & Chief Executive Officer Unocal Corporation 2141 Rosecrans Avenue Suite 4000 El Segundo, CA 90245 John F. Imle, Jr. Director, Vice Chairman Unocal Corporation 2141 Rosecrans Avenue Suite 4000 El Segundo, CA 90245 Timothy H. Ling Executive Vice President, North American Energy Operations, and Chief Financial Officer Unocal Corporation 2141 Rosecrans Avenue Suite 4000 El Segundo, CA 90245 Charles R. Williamson Executive Vice President, International Energy Operations Unocal Corporation 2141 Rosecrans Avenue Suite 4000 El Segundo, CA 90245 L.E. (Ed) Scott Group Vice President, Diversified Business Group Unocal Corporation 376 South Valencia Ave. Brea, CA 92823 Page 20 of 22 Pages PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; NAME BUSINESS ADDRESS ------ ---------------------------- Dennis P.R. Codon Vice President, Chief Legal Officer and General Counsel Unocal Corporation 2141 Rosecrans Avenue Suite 4000 El Segundo, CA 90245 Joe D. Cecil Vice President and Comptroller Unocal Corporation 2141 Rosecrans Avenue Suite 4000 El Segundo, CA 90245 Joseph A. Householder Vice President, Corporate Development, and Assistant Chief Financial Officer Unocal Corporation 2141 Rosecrans Avenue Suite 4000 El Segundo, CA 90245 William T. Wilson Vice President, Transportation, Commodity Trading and Risk Management Unocal Corporation 14141 Southwest Freeway Sugar Land, TX 77478 John W. Amerman Former Chairman of the Director Board and Chief Executive Officer of Mattel, Inc. 2101 Rosecrans Avenue Suite 6280 El Segundo, CA 90245 Page 21 of 22 Pages PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; NAME BUSINESS ADDRESS ------ ---------------------------- John W. Creighton, Jr. Former President and Chief Director Executive Officer of Weyerhaeuser Company Madrona Investment Group 1000 Second Avenue, Suite 3700 Seattle, WA 98104 James W. Crownover Former Director of McKinsey Director & Company, Inc. c/o McKinsey & Company, Inc. 909 Fannin Suite 3675 Houston, Texas 77010 Frank C. Herringer Chairman and Chief Executive Director Officer of Transamerica Corporation Transamerica Corporation 600 Montgomery Street San Francisco, CA 94111 Donald B. Rice President and Chief Executive Director Officer of UroGenesys, Inc. UroGenesys, Inc. 1701 Colorado Avenue Santa Monica, CA 90404 Kevin W. Sharer President and Chief Operating Director Officer of Amgen, Inc. Amgen Inc. One Amgen Center Thousand Oaks, CA 91320-1789 Marina v. N. Whitman Professor of Business Director Administration and Public Policy, University of Michigan Institute of Public Policy Studies University of Michigan 411 Lorch Hall Ann Arbor, MI 48109-1220 Page 22 of 22 Pages INDEX TO EXHIBITS ------------------ Item Description - ------- ------------------------------------------ Exhibit A Agreement re Joint Filing of Schedule 13D Exhibit B Addendum to Stock Ownership and Registration Rights Agreement Exhibit C Unocal Covenant Exhibit D Clarification and Assignments EXHIBIT A --------- Agreement re Joint Filing of Schedule 13D ------------------------------------------ The undersigned hereby agree that they are filing jointly pursuant to Rule 13d-1 of the Securities Exchange Act of 1934 the statement dated November 15, 1999, containing the information required by Schedule 13D, for the 5,800,000 Shares of the Common Stock of Tom Brown, Inc. held by Chicago Carbon Company. Date: November 15, 1999 CHICAGO CARBON COMPANY, By: Midwest 76, Inc. By: Lemont Carbon, Inc. By: Midwest Natural Gas Pipeline Company By: /S/ Daniele Facchini --------------------------------- Name: Daniele Facchini Title: Assistant Secretary Constituting all of the partners of Chicago Carbon Chicago Carbon Company LEMONT CARBON, INC. MIDWEST 76, INC. MIDWEST NATURAL GAS PIPELINE CO. By: /S/ Daniele Facchini ----------------------------------- Name: Daniele Facchini Title: Assistant Secretary UNOCAL CORPORATION UNION OIL COMPANY OF CALIFORNIA By: /S/ Dennis P.R. Codon ---------------------------------- Name: Dennis P.R. Codon Title: Vice President, Chief Legal Officer and General Counsel EXHIBIT B --------- ADDENDUM TO STOCK OWNERSHIP AND REGISTRATION RIGHTS AGREEMENT For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Chicago Carbon Company, an Illinois general partnership ("CCC"), hereby agrees to be bound by the obligations and restrictions applicable to the Union Oil Company of California ("Unocal") under the Stock Ownership and Registration Rights Agreement dated June 29, 1999 (the "Shareholders Agreement") between Unocal and Tom Brown, Inc. ("TBI"). As consideration for this, TBI hereby consents to the transfer of all of the shares of TBI common stock currently held by Unocal to CCC and acknowledges the transfer of Unocal's rights under the Shareholders Agreement (other than rights under Article III, which will be retained by Unocal), including, but not limited to, the registration rights, acquisition and retention rights and voting rights. Unocal hereby acknowledges that (i) it is not transferring any of its obligations under the Shareholders Agreement, (ii) upon execution of this Addendum (the "Addendum"), CCC will become a party to the Shareholders Agreement and be bound by those same obligations as Unocal and (iii) Midwest 76, Inc., Lemont Carbon, Inc. and Midwest Natural Gas Pipeline Company are currently the only partners of CCC. CCC further agrees that upon execution of this Addendum by CCC, the Addendum shall become a part of the Shareholders Agreement and shall have the same force and effect as if CCC had executed a counterpart of the Shareholders Agreement. It is intended that TBI and CCC be a beneficiary of this Addendum and that TBI and CCC may enforce this Addendum and the Shareholders Agreement as if CCC had executed a counterpart of the Shareholders Agreement. Executed to be effective as of September 30, 1999. CHICAGO CARBON COMPANY By: Midwest 76, Inc., a Delaware corporation By: /S/ David L. Williams ---------------------------------------- Name: David L. Williams ---------------------------------------- Title: Vice President ---------------------------------------- By: Lemont Carbon, Inc. By: /S/ David L. Williams ----------------------------------------- Name: David L. Williams ----------------------------------------- Title: Vice President ----------------------------------------- By: Midwest Natural Gas Pipeline Company by: /S/ John W. Gotaas ----------------------------------------- Name: John R. Gotaas ----------------------------------------- Title: President & Comptroller ----------------------------------------- Contituting all of the partners of the Ciago Carbon Company TOM BROWN, INC. By: /S/ James D. Lightner ----------------------------------------- Name: James D. Lightner ----------------------------------------- Title: President ----------------------------------------- UNION OIL COMPANY OF CALIFORNIA By: /S/ Dennis E. Justus ----------------------------------------- Name: Dennis E. Justus ----------------------------------------- Title: Attorney-in-Fact ----------------------------------------- EXHIBIT C ---------- UNOCAL COVENANT For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Union Oil Company of California ("Unocal") hereby covenants and agrees (i) to retain not less than 80% of the voting power of the capital stock of Midwest 76, Inc., Lemont Carbon, Inc. and Midwest Natural Gas Pipeline Company (the "Partners"); (ii) to cause the Partners to cause the Chicago Carbon Company ("CCC") to comply with the terms and conditions of the Stock Ownership and Registration Rights Agreement dated June 29, 1999 (the "Shareholders Agreement") between Unocal and Tom Brown, Inc. ("TBI") and (iii) not to allow any additional partners (an "Additional Partner") to be admitted to CCC unless (a) after such admission, Unocal will continue to own, directly or indirectly, not less than 80% of the voting power of the partnership interests of CCC and not less than 80% of the beneficial ownership interest in CCC, (b) such Additional Partner executes a counterpart to the Shareholders Agreement agreeing to the obligations and restrictions therein applicable to Unocal and the Partners and (c) Unocal or CCC gives at least 10-day's notice to TBI of the admittance of the Additional Partner. As consideration for this, TBI hereby consents to the transfer of all of the shares of TBI common stock currently held by Unocal to CCC. Executed to be effective as of September 30, 1999. TOM BROWN, INC. By: /s/ James D. Lightner --------------------- Name: James D. Lightner --------------------- Title: President --------------------- UNION OIL COMPANY OF CALIFORNIA By: /s/ Dennis E. Justus ---------------------- Name: Dennis E. Justus ---------------------- Title: Attorney-in-Fact --------------------- EXHIBIT D ---------- CLARIFICATION AND ASSIGNMENT THIS CLARIFICATION AND ASSIGNMENT (this "ASSIGNMENT") dated effective as of September 30, 1999, is entered into by and between Union Oil Company of California, a California corporation ("ASSIGNOR") and Chicago Carbon Company, an Illinois general partnership ("ASSIGNEE"). WHEREAS, reference is herein made to that certain Stock Ownership and Registration Rights Agreement between Assignor and Tom Brown, Inc., a Delaware corporation ("TBI"), dated June 29, 1999, regarding certain rights and obligations of Assignor and TBI in connection with Assignor's ownership of the TBI Stock (as hereinafter defined) ("STOCK OWNERSHIP AGREEMENT"); WHEREAS, reference is herein made to that certain Stock Sale Agreement dated as of September 30, 1999, between Assignor and Assignee, pursuant to which Assignor agreed to sell and transfer to Assignee 5.8 million shares of common stock of TBI, par value $0.10 per share (the "TBI STOCK"); and WHEREAS, Assignor and Assignee desire to herein clarify that Assignor's intent to sell to Assignee the TBI Stock also included an intent (i) by Assignor to transfer all of its rights in, to and under the Stock Ownership Agreement, except with respect to its rights under Article III of the Stock Ownership Agreement, relating to the right to designate a director or a director nominee to the Board of Directors of TBI, and (ii) by Assignee to accept this assignment, execute, and agree to be bound by all of the terms and obligations imposed on Assignor under the Stock Ownership Agreement. NOW, THEREFORE, for and in consideration of the sum of TEN DOLLARS AND NO/100 ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and confessed, Assignor has TRANSFERRED, ASSIGNED, CONVEYED, and DELIVERED, and by these presents does TRANSFER, ASSIGN, CONVEY, and DELIVER to Assignee all of Assignor's right, title and interest, in to, and under the Stock Ownership Agreement (other than Assignor's rights, titles, and interests under Article III of the Stock Ownership Agreement, relating to the right of Assignor to designate a director or a director nominee to the Board of Directors of TBI), including, without limitation, those registration rights, acquisition and retention rights and voting rights relating to the TBI Stock as set forth in the Stock Ownership Agreement (the "ASSIGNED INTEREST"). TO HAVE AND TO HOLD the Assigned Interest hereinabove described, together with all and singular the rights and appurtenances thereto in anywise belonging unto Assignee, its successors and assigns forever. ASSIGNOR MAKES NO (AND EXPRESSLY HEREIN DISCLAIMS ANY) WARRANTIES OR REPRESENTATIONS OF ANY KIND OR NATURE, WRITTEN, STATUTORY, EXPRESSED, OR IMPLIED, WITH RESPECT TO THE ASSIGNED INTEREST, THE CONDITION, TITLE, OR ENCUMBRANCES ON OR RELATING TO THE ASSIGNED INTEREST, THE ENFORCE ABILITY OF THE STOCK OWNERSHIP AGREEMENT, OR THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OF THE ASSIGNED INTEREST; AND ASSIGNEE EXPRESSLY ACKNOWLEDGES THAT NO REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE AND NONE ARE IMPLIED WITH RESPECT TO THE SAME, AND ASSIGNEE HAS MADE SUCH INSPECTION AND DUE DILIGENCE OF THE ASSIGNED INTEREST AS IT DEEMED APPROPRIATE AND IS RELYING ON SUCH INSPECTION AND DUE DILIGENCE. As a part of the consideration for this transaction, Assignee hereby accepts this assignment of this Assigned Interest, agrees to all the terms and provisions hereof, and, to the extent of the Assigned Interest, assumes liability for the performance of all covenants, duties, and obligations which become performable by Assignor with respect to the Assigned Interest from and after the effective date hereof under the Stock Ownership Agreement, and Assignee hereby covenants and agrees, to the extent of the Assigned Interest assigned hereby to Assignee, to INDEMNIFY, DEFEND AND HOLD HARMLESS Assignor from all claims, costs, expenses, damages, and liabilities in connection therewith, REGARDLESS OF WHETHER ATTRIBUTABLE, IN WHOLE OR IN PART, TO THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR RESPONSIBILITY OF ASSIGNOR OR ANY OTHER PERSON. WITNESS THE EXECUTION HEREOF effective for all purposes as of the 30th day of September, 1999. ASSIGNOR: UNION OIL COMPANY OF CALIFORNIA, a California corporation By: /s/ Dennis E. Justus ----------------------- Name: Dennis E. Justus ---------------------- Title: Attorney-in-Fact ---------------------- ASSIGNEE: CHICAGO CARBON COMPANY, an Illinois general partnership By: Midwest 76, Inc. By: /s/ David L. Williams ----------------------- Name: David L. Williams ----------------------- Title: Vice President ----------------------- By: Lemont Carbon, Inc. By: /s/ David L. Williams ----------------------- Name: David L. Williams ----------------------- Title: Vice President ----------------------- By: Midwest Natural Gas Pipeline Company By: /s/ John R. Gotaas ----------------------- Name: John R. Gottas ---------------------- Title: President & Comptroller ----------------------- Constituting all of the partner of Chicago Carbon Company -----END PRIVACY-ENHANCED MESSAGE-----