================================================================================
UNITED STATES
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: MARCH 22, 2002
--------------------
TOM BROWN, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-3880 95-1949781
(State or other jurisdiction (Commission File (I.R.S. Employer
of 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)
================================================================================
TOM BROWN, INC.
Item 4. Changes in Registrant's Certifying Accountant.
On March 19, 2002, Arthur Andersen LLP ("Andersen") was dismissed as
independent accountant for Tom Brown, Inc. (the "Company") effective upon
completion of its audit of the Company's financial statements for the year ended
December 31, 2001, and KPMG LLP ("KPMG") was appointed as the new independent
accountant for the Company to replace Andersen for the year ending December 31,
2002. The decision to dismiss Andersen and to appoint KPMG was recommended by
the Audit Committee of the Board of Directors and was approved by the Board of
Directors at its meeting on March 19, 2002.
Andersen's reports on the Company's financial statements for the two
fiscal years ended December 31, 2000 and December 31, 2001, did not contain an
adverse opinion or disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principles.
During the Company's two most recent fiscal years and the period from
January 1, 2002 through March 19, 2002, there were no disagreements between the
Company and Andersen on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Andersen, would have
caused it to make reference to the subject matter of the disagreements in
connection with its report.
As required under Securities and Exchange Commission regulations, the
Company provided Andersen with a copy of this Item 4 and requested Andersen to
furnish the Company with a letter addressed to the Commission stating whether it
agrees with the statements by the Company in this Item 4 and, if not, stating
the respects in which it does not agree. Andersen's letter is filed as Exhibit
16.1 to this Current Report.
Item 7. Exhibits.
16.1 Letter dated March 22, 2002, from Arthur Andersen LLP to the
Securities and Exchange Commission.
SIGNATURES
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.
By: /s/ Daniel G. Blanchard
---------------------------------
Daniel G. Blanchard
Executive Vice President and
Chief Financial Officer
Dated: March 22, 2002
2
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
16.1 Letter dated March 22, 2002, from Arthur Andersen LLP to the
Securities and Exchange Commission.