SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): APRIL 14, 2004
TOM BROWN, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 001-31308 95-1949781
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.)
incorporation)
555 SEVENTEENTH STREET
SUITE 1850
DENVER, COLORADO 80202
(State or other jurisdiction of (Zip Code)
incorporation)
Registrant's telephone number, including area code: (303) 260-5000
ITEM 5. OTHER EVENTS
On April 14, 2004, Tom Brown, Inc., a Delaware corporation ("Tom
Brown"), EnCana Corporation, a Canadian corporation ("EnCana"), and Plaza
Acquisition II Corp., a Delaware corporation and a wholly owned subsidiary of
EnCana ("Plaza Acquisition"), entered into an Agreement and Plan of Merger (the
"Merger Agreement") providing, among other things, that Plaza Acquisition will
make a cash tender offer for any and all of the outstanding shares of Tom Brown
common stock at a price of $48.00 per share net to the seller in cash (the
"Offer"). On April 15, 2004, Tom Brown issued a press release, which is filed as
Exhibit 99.1 hereto and incorporated by reference herein, announcing the
execution of the Merger Agreement.
The closing of the Offer is subject to customary closing conditions,
including the valid tender of at least a majority of the outstanding common
stock. Upon consummation of the Offer, Plaza Acquisition will merge with and
into Tom Brown, with Tom Brown being the surviving corporation (the "Merger").
In the Merger, holders of issued and outstanding shares of Tom Brown common
stock will be entitled to receive the same cash consideration as the
stockholders who tendered in the Offer. The transaction has been approved by Tom
Brown's and EnCana's respective boards of directors.
The summary of the Merger Agreement in this Current Report on Form 8-K
is qualified in its entirety by reference to the full text of the Merger
Agreement attached hereto as Exhibit 2.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS
2.1 Agreement and Plan of Merger, dated as of
April 14, 2004, by and among EnCana
Corporation, Plaza Acquisition II Corp. and
Tom Brown, Inc..
99.1 Press Release, dated April 15, 2004.
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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.
TOM BROWN, INC.
Date: April 15, 2004 By: /s/ Daniel G. Blanchard
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Daniel G. Blanchard
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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2.1 Agreement and Plan of Merger, dated as of April 14, 2004, by and among
EnCana Corporation, Plaza Acquisition II Corp. and Tom Brown, Inc.
99.1 Press Release, dated April 15, 2004.