SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 8)
Under the Securities Exchange Act of 1934
Tom Brown, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
11566020
(CUSIP Number)
Annabel M. Jones
Assistant General Counsel - Corporate Affairs
Two West Second Street
Tulsa, Oklahoma 74103
(918) 591-1006
(918) 591-1718 (facsimile)
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
December 31, 2001
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240,13d-1(f) or 240.13d-1(g), check
the following box. [ ]
CUSIP No. 11566020
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1) Name of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
Compression, Inc.; 73-1424038
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
3) SEC Use Only
4) Source of Funds (See Instructions) AF
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
6) Citizenship or Place or Organization - Oklahoma
7) Number of Shares Beneficially Owned by Each Reporting Person with Sole
Voting Power - 2,977,100
8) Number of Shares Beneficially Owned by Each Reporting Person with
Shared Voting Power - -0-
9) Number of Shares Beneficially Owned by Each Reporting Person with Sole
Dispositive Power - 2,977,100
10) Number of Shares Beneficially Owned by Each Reporting Person with
Shared Dispositive Power - -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person -
2,977,100
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11)- 7.62%
14) Type of Reporting Person (See Instructions) CO
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Amendment to Statement on Schedule 13D
This Amendment No. 8 to Statement on Schedule 13D (this "Amendment")
amends the Statement on Schedule 13D dated September 10, 1998, as amended on
October 1, October 6, October 9, October 19, 1998, November 19, 1999, February
14, 2001 and December 27, 2001 (the "Statement") of Compression, Inc., an
Oklahoma corporation ("Compression") and a wholly-owned subsidiary of Samson
Investment Company ("Samson"), with respect to shares of the common stock, par
value of $.10 per share (the "Common Stock") of Tom Brown, Inc., a Delaware
corporation ("Issuer"). Capitalized terms used but not defined herein are
defined in the Statement and are used herein with the same meanings ascribed
thereto in the Statement.
Item 5. Interest in Securities of the Issuer
(a) See Line 11 on cover page of this Form 13D.
(b) See Lines 7 through 10 on cover page of this Form 13D.
(c) The following chart sets forth sales of Common Stock in Issuer
made by Compression since the filing date of its Amendment No. 7
to Schedule 13D on December 27, 2001. All of such sales were
made in brokerage transactions through the open market. The
percentage of ownership disclosed below is based on 39,083,199
outstanding shares, the number of outstanding shares in Issuer as
reported in Issuer's Quarterly Report on Form 10-Q for the
quarter ended September 30, 2001.
Total
Shares %
No. of Shares Price Per Share Date Owned Owned
------------- --------------- ---- ----- -----
100 $ 26.15 12/21/01 see below see below
5,200 26.17 12/21/01 see below see below
3,200 26.19 12/21/01 see below see below
6,000 26.20 12/21/01 see below see below
1,800 26.21 12/21/01 see below see below
2,200 26.24 12/21/01 see below see below
10,000 26.25 12/21/01 see below see below
10,000 26.30 12/21/01 see below see below
2,400 26.29 12/21/01 see below see below
5,900 26.30 12/21/01 see below see below
1,200 26.31 12/21/01 see below see below
500 26.32 12/21/01 see below see below
4,700 26.34 12/21/01 see below see below
2,700 26.35 12/21/01 see below see below
1,500 26.36 12/21/01 see below see below
200 26.37 12/21/01 see below see below
900 26.38 12/21/01 see below see below
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Total
Shares %
No. of Shares Price Per Share Date Owned Owned
------------- --------------- ---- ----- -----
5,100 26.35 12/21/01 see below see below
600 26.40 12/21/01 see below see below
1,000 26.39 12/21/01 3,130,400 8.01%
3,400 26.35 12/24/01 see below see below
800 26.36 12/24/01 see below see below
100 26.37 12/24/01 see below see below
2,500 26.39 12/24/01 see below see below
1,500 26.40 12/24/01 see below see below
100 26.41 12/24/01 see below see below
4,800 26.44 12/24/01 see below see below
100 26.49 12/24/01 see below see below
9,000 26.44 12/24/01 see below see below
1,000 26.49 12/24/01 see below see below
1,500 26.49 12/24/01 see below see below
5,500 26.50 12/24/01 see below see below
600 26.51 12/24/01 see below see below
900 26.53 12/24/01 see below see below
1,500 26.55 12/24/01 see below see below
1,400 26.55 12/24/01 see below see below
2,000 26.56 12/24/01 see below see below
2,100 26.60 12/24/01 see below see below
1,800 26.61 12/24/01 see below see below
100 26.62 12/24/01 see below see below
2,600 26.64 12/24/01 see below see below
700 26.59 12/24/01 see below see below
5,000 26.60 12/24/01 see below see below
500 26.61 12/24/01 see below see below
200 26.63 12/24/01 see below see below
200 26.64 12/24/01 see below see below
3,400 26.65 12/24/01 3,077,100 7.87%
8,200 26.89 12/26/01 see below see below
1,100 26.91 12/26/01 see below see below
8,700 26.69 12/26/01 see below see below
1,000 26.70 12/26/01 see below see below
300 26.86 12/26/01 see below see below
100 26.81 12/26/01 see below see below
100 26.82 12/26/01 see below see below
100 26.83 12/26/01 see below see below
100 26.84 12/26/01 see below see below
100 26.85 12/26/01 see below see below
1,200 26.86 12/26/01 see below see below
300 26.87 12/26/01 see below see below
1,600 26.88 12/26/01 3,054,200 7.81%
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Total
Shares %
No. of Shares Price Per Share Date Owned Owned
------------- --------------- ---- ----- -----
4,800 26.79 12/27/01 see below see below
1,000 26.80 12/27/01 see below see below
600 26.84 12/27/01 see below see below
3,600 26.85 12/27/01 see below see below
1,000 26.88 12/27/01 see below see below
2,500 26.75 12/27/01 see below see below
5,000 26.76 12/27/01 see below see below
2,200 26.77 12/27/01 see below see below
7,700 26.78 12/27/01 see below see below
1,600 26.79 12/27/01 see below see below
1,000 26.80 12/27/01 3,023,200 7.74%
700 26.89 12/28/01 see below see below
5,100 26.94 12/28/01 see below see below
1,600 26.95 12/28/01 see below see below
1,700 26.96 12/28/01 see below see below
1,500 26.97 12/28/01 see below see below
100 26.99 12/28/01 see below see below
7,900 26.99 12/28/01 see below see below
300 27.01 12/28/01 see below see below
1,800 27.03 12/28/01 see below see below
10,000 27.04 12/28/01 see below see below
2,000 26.85 12/28/01 see below see below
2,200 28.87 12/28/01 see below see below
800 26.88 12/28/01 see below see below
10,000 27.09 12/28/01 see below see below
400 26.89 12/28/01 2,977,100 7.62%
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the
sale of, the Common Stock.
(e) Not applicable.
Item 7. Material to Be Filed as Exhibits
None
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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.
Date: January 7, 2002
Signature /s/ Dennis R. Neill
-------------------
Name/Title: Dennis R. Neill
President
Compression, Inc.
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