-----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, O2hUY5vphoeAAstcf8yFULyDdljvh9Q0neg5ra15rs4ENdO5GIqXz9fNXsGthPHa v3R22x43pFtW08+wnQicMA== 0000912057-00-003375.txt : 20000203 0000912057-00-003375.hdr.sgml : 20000203 ACCESSION NUMBER: 0000912057-00-003375 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000201 GROUP MEMBERS: AUSTIN, CALVERT & FLAVIN, INC. GROUP MEMBERS: WADDELL & REED FINANCIAL INC GROUP MEMBERS: WADDELL & REED FINANCIAL SERVICES, INC. GROUP MEMBERS: WADDELL & REED INVESTMENT MANAGEMENT COMPANY GROUP MEMBERS: WADDELL & REED, INC. 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 13G/A SEC ACT: SEC FILE NUMBER: 005-33402 FILM NUMBER: 519313 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: WADDELL & REED FINANCIAL INC CENTRAL INDEX KEY: 0001052100 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 510261715 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: P O BOX 29217 STREET 2: 6300 LAMAR AVE CITY: OVERLAND PARK STATE: KS ZIP: 66202-4200 BUSINESS PHONE: 9132362000 MAIL ADDRESS: STREET 1: P O BOX 29217 STREET 2: 6300 LAMAR AVE CITY: OVERLAND PARK STATE: KS ZIP: 66202-4200 SC 13G/A 1 SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 2* TOM BROWN, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 115660201 (CUSIP Number) DECEMBER 31, 1999 (Date of Event Which Requires Filing of this Statement) CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS SCHEDULE IS FILED: [X] RULE 13d-1(b) [ ] RULE 13d-1(c) [ ] RULE 13d-1(d) *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 the 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). CUSIP No. 115660201 13G 1. NAME OF REPORTING PERSON (S.S. or I.R.S. Identification No. of Above Person) Austin, Calvert & Flavin, Inc. Tax ID No. 74-2140265 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION: Texas NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 1,674,383 (See Item 4) 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 1,674,383 (See Item 4) 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,674,383 (See Item 4) 10. CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES: [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 4.8% 12. TYPE OF PERSON REPORTING: IA CUSIP No. 115660201 13G 1. NAME OF REPORTING PERSON (S.S. or I.R.S. Identification No. of Above Person) Waddell & Reed Investment Management Company Tax ID No. 48-1106973 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION: Kansas NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 1,674,383 (See Item 4) 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 1,674,383 (See Item 4) 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,674,383 (See Item 4) 10. CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES: [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 4.8% 12. TYPE OF PERSON REPORTING: IA CUSIP No. 115660201 13G 1. NAME OF REPORTING PERSON (S.S. or I.R.S. Identification No. of Above Person) Waddell & Reed, Inc. Tax ID No. 43-1235675 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 1,674,383 (See Item 4) 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 1,674,383 (See Item 4) 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,674,383 (See Item 4) 10. CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES: [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 4.8% 12. TYPE OF PERSON REPORTING: BD CUSIP No. 115660201 13G 1. NAME OF REPORTING PERSON (S.S. or I.R.S. Identification No. of Above Person) Waddell & Reed Financial Services, Inc. Tax ID No. 43-1414157 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION: Missouri NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 1,674,383 (See Item 4) 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 1,674,383 (See Item 4) 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,674,383 (See Item 4) 10. CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES: [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 4.8% 12. TYPE OF PERSON REPORTING: HC CUSIP No. 115660201 13G 1. NAME OF REPORTING PERSON (S.S. or I.R.S. Identification No. of Above Person) Waddell & Reed Financial, Inc. Tax ID No. 51-0261715 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 1,674,383 (See Item 4) 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 1,674,383 (See Item 4) 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,674,383 (See Item 4) 10. CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES: [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 4.8% 12. TYPE OF PERSON REPORTING: HC ITEM 1(a): NAME OF ISSUER: Tom Brown, Inc. ITEM 1(b): ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 555 Seventeenth Street Suite 1850 Denver, CO 80202-3918 ITEM 2(a): NAME OF PERSON FILING: (i) Waddell & Reed Financial, Inc. (ii) Waddell & Reed Financial Services, Inc. (iii) Waddell & Reed, Inc. (iv) Waddell & Reed Investment Management Company (v) Austin, Calvert & Flavin, Inc. ITEM 2(b): ADDRESS OF PRINCIPAL BUSINESS OFFICE: (i)-(iv): 6300 Lamar Avenue P.O. Box 29217 Shawnee Mission, KS 66201-9217 (v): 112 East Pecan Suite 2800 San Antonio, TX 78205 ITEM 2(c): CITIZENSHIP: (i), (iii): Delaware (ii): Missouri (iv): Kansas (v): Texas ITEM 2(d): TITLE OF CLASS OF SECURITIES: Common Stock ITEM 2(e): CUSIP NUMBER: 115660201 ITEM 3: The reporting person is: (i) Waddell & Reed Financial, Inc., a parent holding company in accordance with Reg. 240.13d-1(b)(1)(ii)(G); (ii) Waddell & Reed Financial Services, Inc., a parent holding company in accordance with Reg. 240.13d-1(b)(1)(ii)(G); (iii) Waddell & Reed, Inc., a broker-dealer in accordance with Reg. 240.13d-1(b)(1)(ii)(A); (iv) Waddell & Reed Investment Management Company, an investment advisor in accordance with Reg. 240.13d-1(b)(1)(ii)(E); and (v) Austin, Calvert & Flavin, an investment advisor in accordance with Reg. 240.13d-1(b)(1)(ii)(E). ITEM 4: OWNERSHIP The securities reported on herein are beneficially owned by one or more managed accounts advised by Austin, Calvert & Flavin, Inc. ("ACF") an investment advisor and wholly owned subsidiary of Waddell & Reed Investment Management Company ("WRIMCO"). WRIMCO is an investment advisory subsidiary of Waddell & Reed, Inc. ("WRI"). WRI is a broker-dealer and underwriting subsidiary of Waddell & Reed Financial Services, Inc., a parent holding company ("WRFSI"). In turn, WRFSI is a subsidiary of Waddell & Reed Financial, Inc., a publicly traded company ("WDR"). The investment advisory contracts grant ACF all investment and/or voting power over securities owned by such advisory clients. Therefore, ACF may be deemed be to the beneficial owner of the securities covered by this statement under Rule 13d-3 of the Securities Exchange Act of 1934 (the "1934 Act"). ACF, WRIMCO, WRI, WRFSI and WDR are of the view that they are not acting as a "group" for purposes of Section 13(d) under the 1934 Act. Indirect "beneficial ownership" is attributed to the respective parent companies solely because of the parent companys' control relationship to ACF. (a) Amount beneficially owned: 1,674,383 (b) Percent of class: 4.8% (c) Number of shares as to which the person has: (i) Sole voting power to vote or to direct the vote: WDR: 1,674,383 (indirect) WRFSI: 1,674,383 (indirect) WRI: 1,674,383 (indirect) WRIMCO: 1,674,383 (indirect) ACF: 1,674,383 (direct) (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: WDR: 1,674,383 (indirect) WRFSI: 1,674,383 (indirect) WRI: 1,674,383 (indirect) WRIMCO: 1,674,383 (indirect) ACF: 1,674,383 (direct) (iv) Shared power to dispose or to direct the disposition of: 0 ITEM 5: OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following: [X] ITEM 6: OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: The clients of ACF have the right to receive dividends from as well as the proceeds from the sale of such securities. ITEM 7: IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: See Attached Exhibit 2. ITEM 8: IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: Not Applicable. ITEM 9: NOTICE OF DISSOLUTION OF GROUP: Not Applicable. ITEM 10: CERTIFICATION: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: January 28, 2000 Waddell & Reed Financial, Inc. Waddell & Reed Financial Services, Inc. By: /s/ Daniel C. Schulte By: /s/ Daniel C. Schulte Name: Daniel C. Schulte Name: Daniel C. Schulte Title: Senior Vice President Title: Senior Vice President Waddell & Reed, Inc. Waddell & Reed Investment Management Company By: /s/ Daniel C. Schulte By: /s/ Daniel C. Schulte Name: Daniel C. Schulte Name: Daniel C. Schulte Title: Senior Vice President Title: Senior Vice President Austin, Calvert & Flavin, Inc. By: /s/ Harry M. Flavin Name: Harry M. Flavin Title: President EXHIBIT INDEX
Exhibit No. Description - ------- ----------- 1 Joint Filing Agreement 2 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
EX-1 2 EXHIBIT 1 EXHIBIT 1 --------- JOINT FILING AGREEMENT Waddell & Reed Financial, Inc., Waddell & Reed Financial Services, Inc., Waddell & Reed, Inc., Waddell & Reed Investment Management Company and Austin, Calvert & Flavin, Inc. (the "Filing Persons"), hereby agree to file jointly a Schedule 13G and any amendments thereto relating to the aggregate ownership by each of the Filing Persons of any voting equity security of a class which is registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, as required by Rule 13d-1 and Rule 13d-2 promulgated under the Securities Exchange Act of 1934. Each of the Filing Persons agrees that the information set forth in such Schedule 13G and any amendments thereto with respect to such Filing Person will be true, complete and correct as of the date of such Schedule 13G or such amendment, to the best of such Filing Person's knowledge and belief, after reasonable inquiry. Each of the Filing Persons makes no representations as to the accuracy or adequacy of the information set forth in the Schedule 13G or any amendments thereto with respect to any other Filing Person. Each of the Filing Persons shall promptly notify the other Filing Persons if any of the information set forth in the Schedule 13G or any amendments thereto shall become inaccurate in any material respect or if said person learns of information that would require an amendment to the Schedule 13G. IN WITNESS WHEREOF, the undersigned have set their hands this 28th day of January, 2000. Waddell & Reed Financial, Inc. Waddell & Reed Financial Services, Inc. By: /s/ Daniel C. Schulte By: /s/ Daniel C. Schulte Name: Daniel C. Schulte Name: Daniel C. Schulte Title: Senior Vice President Title: Senior Vice President Waddell & Reed, Inc. Waddell & Reed Investment Management Company By: /s/ Daniel C. Schulte By: /s/ Daniel C. Schulte Name: Daniel C. Schulte Name: Daniel C. Schulte Title: Senior Vice President Title: Senior Vice President Austin, Calvert & Flavin, Inc. By: /s/ Harry M. Flavin Name: Harry M. Flavin Title: President EX-2 3 EXHIBIT 2 EXHIBIT 2 --------- Austin, Calvert & Flavin, Inc. - Tax ID No. 74-2140265 Investment Advisor registered under Section 203 of the Investment Advisor's Act of 1940 -----END PRIVACY-ENHANCED MESSAGE-----