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 (Date of earliest event reported): July 13, 2004

 

Tom Brown, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other Jurisdiction of
incorporation or organization)

 

001-31308

(Commission File No.)

 

95-1949781

(I.R.S. Employer Identification No.)

 

 

(303) 260-5000

(Registrants’ telephone number, including area code)

 

 

(Former name, former address and former fiscal year, if changed since last report.)

 

 

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

 

Exhibit No.		Description
99.1		Press Release issued July 13, 2004.

 

ITEM 9.  REGULATION FD DISCLOSURE.

 

On July 13, 2004, Tom Brown, Inc. (“TBI”) and its subsidiary Tom Brown Resources Funding Corp. (“TBRFC” and, together with TBI, the “Issuers”) issued a press release announcing that the tender offer and change of control offer for their outstanding units (the “Units”) expired at 12:00 midnight, New York City time, on July 12, 2004 (the “Expiration Date”) and that the Issuers have accepted for purchase all Units that were validly tendered and not withdrawn prior to the Expiration Date.  A copy of the press release is attached to this report as Exhibit 99.1.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Co-Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

	TOM BROWN, INC.
	By:	/s/ Don R. McClure
		Don R. McClure
		Vice President, Finance and Chief Financial Officer
Date: July 19, 2004

 

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