SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Tom Brown, Inc.
(Name of Issuer)
Common Stock $0.10 Par Value Per Share
(Title of Class of Securities)
115660201
(CUSIP Number)
James E. McKee
Gabelli Asset Management Inc.
One Corporate Center
Rye, New York 10580-1435
(914) 921-5294
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
April 21, 2004
(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 Section 240.13d-1(e), 240.13d-1(f)
or 240.13d-1(g), check the following box.
CUSIP No. 115660201
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gabelli Funds, LLC
I.D. NO. 13-4044523
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
00-Funds of investment advisory clients
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
1,068,300 (Item 5)
8
SHARED VOTING POWER
NONE
9
SOLE DISPOSITIVE POWER
1,068,300 (Item 5)
10
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,068,300 (ITEM 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.32%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
CUSIP No. 115660201
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GAMCO Investors, Inc.
I.D. NO. 13-4044521
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
00-Funds of investment advisory clients
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
1,362,800 (Item 5)
8
SHARED VOTING POWER
NONE
9
SOLE DISPOSITIVE POWER
1,473,300 (Item 5)
10
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,473,300 (Item 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.21%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, CO
CUSIP No. 115660201
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gabelli Securities, Inc.
I.D. NO. 13-3379374
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3
SEC USE ONLY
4
Source of funds (SEE INSTRUCTIONS)
00 - Client Funds
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
346,400 (Item 5)
8
SHARED VOTING POWER
NONE
9
SOLE DISPOSITIVE POWER
346,400 (Item 5)
10
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
346,400
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.75%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, CO
CUSIP No. 115660201
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gabelli Foundation, Inc.
I.D. NO. 94-2975159
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
NV
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
3,000 (Item 5)
8
SHARED VOTING POWER
NONE
9
SOLE DISPOSITIVE POWER
3,000 (Item 5)
10
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000 (ITEM 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.01%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
00-PRIVATE FOUNDATION
CUSIP No. 115660201
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MJG Associates, Inc.
I.D. NO. 06-1304269
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
00-Client Funds
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
20,500 (Item 5)
8
SHARED VOTING POWER
NONE
9
SOLE DISPOSITIVE POWER
20,500 (Item 5)
10
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,500 (ITEM 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.04%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 115660201
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gabelli Group Capital Partners Inc.
I.D. NO. 13-3056041
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3
SEC USE ONLY
4
Source of funds (SEE INSTRUCTIONS)
None
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
None
8
SHARED VOTING POWER
NONE
9
SOLE DISPOSITIVE POWER
NONE
10
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
NONE
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) X
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, CO
CUSIP No. 115660201
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gabelli Asset Management Inc.
I.D. NO. 13-4007862
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3
SEC USE ONLY
4
Source of funds (SEE INSTRUCTIONS)
None
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
None
8
SHARED VOTING POWER
NONE
9
SOLE DISPOSITIVE POWER
NONE
10
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
NONE
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) X
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
None
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, CO
CUSIP No. 115660201
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mario J. Gabelli
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3
SEC USE ONLY
4
Source of funds (SEE INSTRUCTIONS)
00 - Funds of Family Partnership
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
15,000
8
SHARED VOTING POWER
NONE
9
SOLE DISPOSITIVE POWER
15,000
10
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) X
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.03%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
Item 1. Security and Issuer
The class of equity securities to which this statement on
Schedule 13D relates is the Common Stock, par value $0.10 per share
("Securities"), of Tom Brown, Inc. (the "Issuer"), a Delaware corporation
with principal offices located at 555 Seventeenth Street, Suite 1850, Denver,
Colorado 80202.
Item 2. Identity and Background
This statement is being filed by Mario J. Gabelli ("Mario Gabelli")
and various entities which he directly or indirectly controls or for which he
acts as chief investment officer. These entities, except for Lynch Corporation
("Lynch") and Lynch Interactive Corporation ("Interactive"), engage in various
aspects of the securities business, primarily as investment adviser to various
institutional and individual clients, including registered investment companies
and pension plans, and as general partner of various private investment
partnerships. Certain of these entities may also make investments for their
own accounts.
The foregoing persons in the aggregate often own beneficially
more than 5% of a class of a particular issuer. Although several of the
foregoing persons are treated as institutional investors for purposes of
reporting their beneficial ownership on the short-form Schedule 13G, the
holdings of those who do not qualify as institutional investors may exceed
the 1% threshold presented for filing on Schedule 13G or implementation of
their investment philosophy may from time to time require action which could
be viewed as not completely passive. In order to avoid any question as to
whether their beneficial ownership is being reported on the proper form and
in order to provide greater investment flexibility and administrative
uniformity, these persons have decided to file their beneficial ownership
reports on the more detailed Schedule 13D form rather than on the short-form
Schedule 13G and thereby to provide more expansive disclosure than may be
necessary.
(a), (b) and (c) - This statement is being filed by one or more
of the following persons: Gabelli Group Capital Partners, Inc. ("Gabelli
Partners"), Gabelli Asset Management Inc. ("GBL"), Gabelli Funds, LLC
("Gabelli Funds"), GAMCO Investors, Inc. ("GAMCO"), Gabelli Advisers, Inc.
("Gabelli Advisers"), Gabelli Securities, Inc. ("GSI"), Gabelli & Company,
Inc. ("Gabelli & Company"), Gabelli & Company, Inc. Profit Sharing Plan (the
"Plan"), MJG Associates, Inc. ("MJG Associates"), Gabelli Foundation, Inc.
("Foundation"), Mario Gabelli, Lynch, and Interactive. Those of the
foregoing persons signing this Schedule 13D are hereafter referred to as the
"Reporting Persons".
Gabelli Partners makes investments for its own account and is the
parent company of GBL. GBL, a public company listed on the New York Stock
Exchange, is the parent company for a variety of companies engaged in the
securities business, including those named below.
GAMCO, a wholly-owned subsidiary of GBL, is an investment adviser
registered under the Investment Advisers Act of 1940, as amended ("Advisers
Act"). GAMCO is an investment manager providing discretionary managed
account services for employee benefit plans, private investors, endowments,
foundations and others.
GSI, a majority-owned subsidiary of GBL, acts as a general
partner or investment manager to limited partnerships and offshore investment
companies and as a part of its business may purchase or sell securities for
its own account. It is the immediate parent of Gabelli & Company. GSI is the
Investment Manager of Gabelli Associates Fund, Gabelli Associates Fund II,
Gabelli Associates Limited, ALCE Partners, L.P., and Gabelli Multimedia
Partners, L.P. GSI and Marc Gabelli own 45% and 55%, respectively, of
Gabelli Securities International Limited ("GSIL"). GSIL provides investment
advisory services to offshore funds and accounts. GSIL is an investment
advisor of Gabelli International Gold Fund Limited, Gabelli European
Partners, Ltd., and Gabelli Global Partners, Ltd.
Gabelli & Company, a wholly-owned subsidiary of GSI, is a broker-
dealer registered under the Securities Exchange Act of 1934, as amended
("1934 Act"), which as a part of its business regularly purchases and sells
securities for its own account.
Gabelli Funds, a wholly owned subsidiary of GBL, is a limited
liability company. Gabelli Funds is an investment adviser registered under
the Advisers Act which presently provides discretionary managed account
services for The Gabelli Equity Trust Inc., The Gabelli Asset Fund, The
Gabelli Growth Fund, The Gabelli Convertible and Income Securities Fund,
Inc., The Gabelli Value Fund Inc., The Gabelli Small Cap Growth Fund, The
Gabelli Equity Income Fund, The Gabelli ABC Fund, The Gabelli Global
Telecommunications Fund, Gabelli Gold Fund, Inc., The Gabelli Global
Multimedia Trust Inc., The Gabelli Global Convertible Securities Fund,
Gabelli Capital Asset Fund, Gabelli International Growth Fund, Inc., The
Gabelli Global Growth Fund, The Gabelli Utility Trust, The Gabelli Global
Opportunity Fund, The Gabelli Utilities Fund, The Gabelli Blue Chip Value
Fund, The Gabelli Mathers Fund, The Gabelli Woodland Small Cap Value Fund,
The Comstock Capital Value Fund, The Comstock Strategy Fund, and The Gabelli
Dividend and Income Trust (collectively, the "Funds"), which are registered
investment companies.
Gabelli Advisers, a subsidiary of GBL, is an investment adviser
which provides discretionary advisory services to The Gabelli Westwood Mighty
Mitessm Fund.
The Plan, a qualified employee profit sharing plan, covers
substantially all employees of GBL and its affiliates.
MJG Associates provides advisory services to private investment
partnerships and offshore funds. Mario Gabelli is the sole shareholder,
director and employee of MJG Associates. MJG Associates is the Investment
Manager of Gabelli International Limited, Gabelli International II Limited,
Gabelli Performance Partnership, and Gabelli Fund, LDC.
The Foundation is a private foundation. Mario Gabelli is the
President, a Trustee and the
Investment Manager of the Foundation.
Lynch is a public company traded on the American Stock Exchange
engaged in manufacturing. Interactive is a public company listed on the
American Stock Exchange and is a holding company with operating subsidiaries
engaged primarily in the rural telephone industry. Lynch and Interactive
actively pursue new business ventures and acquisitions. Lynch and Interactive
make investments in marketable securities to preserve capital and maintain
liquidity for financing their business activities and acquisitions and are
not engaged in the business of investing, reinvesting, or trading in
securities. Mario J. Gabelli is a director, officer and a substantial
shareholder of Lynch and Interactive.
Mario Gabelli is the majority stockholder and Chairman of the
Board of Directors and Chief Executive Officer of Gabelli Partners and GBL,
and the Chief Investment Officer for each of the Reporting Persons. Gabelli
Partners is the majority shareholder of GBL. GBL, in turn, is the sole
stockholder of GAMCO. GBL is also the majority stockholder of GSI and the
largest shareholder of Gabelli Advisers. Gabelli & Company is a wholly-owned
subsidiary of GSI.
The Reporting Persons do not admit that they constitute a group.
Gabelli Partners, GBL, GAMCO, and Gabelli & Company are New York
corporations and GSI and Gabelli Advisers are Delaware corporations, each
having its principal business office at One Corporate Center, Rye, New York
10580. Gabelli Funds is a New York limited liability company having its
principal business office at One Corporate Center, Rye, New York 10580. MJG
Associates is a Connecticut corporation having its principal business office
at 140 Greenwich Avenue, Greenwich, CT 06830. The Foundation is a Nevada
corporation having its principal offices at 165 West Liberty Street, Reno,
Nevada 89501. Lynch is an Indiana corporation having its principal business
office at 50 Kennedy Plaza, Suite 1250, Providence, Rhode Island 02903.
Interactive is a Delaware corporation having its principal place of business
at One Corporate Center, Rye, New York 10580.
For information required by instruction C to Schedule 13D with
respect to the executive officers and directors of the foregoing entities and
other related persons (collectively, "Covered Persons"), reference is made to
Schedule I annexed hereto and incorporated herein by reference.
(f) - Reference is made to Schedule I hereto.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Persons used an aggregate of approximately
$138,579,762 to purchase the Securities reported as beneficially owned in Item
5. GAMCO and Gabelli Funds used approximately $70,280,161 and $49,919,319,
respectively, of funds that were provided through the accounts of certain of
their investment advisory clients (and, in the case of some of such accounts at
GAMCO, may be through borrowings from client margin accounts) in order to
purchase the Securities for such clients. The Foundation used approximately
$143,190 of working capital to purchase the Securities reported by it. Mario
Gabelli used approximately $715,950 of funds from a family partnership to
purchase the Securities reported by him. GSI used approximately $16,543,220 of
client funds to purchase the Securities reported by it. MJG Associates used
approximately $977,922 of client funds to purchase the Securities reported by
it.
Item 4. Purpose of Transaction
Each of the Reporting Persons has purchased and holds the
Securities reported by it for investment for one or more accounts over which
it has shared, sole, or both investment and/or voting power, for its own
account, or both.
The Reporting Persons, with the exceptions of Lynch and
Interactive, are engaged in the business of securities analysis and
investment and pursue an investment philosophy of identifying undervalued
situations. In pursuing this investment philosophy, the Reporting Persons
analyze the operations, capital structure and markets of companies in which
they invest, including the Issuer, on a continuous basis through analysis of
documentation and discussions with knowledgeable industry and market
observers and with representatives of such companies (often at the invitation
of management). The Reporting Persons do not believe they possess material
inside information concerning the Issuer. As a result of these analytical
activities one or more of the Reporting Persons may issue analysts reports,
participate in interviews or hold discussions with third parties or with
management in which the Reporting Person may suggest or take a position with
respect to potential changes in the operations, management or capital
structure of such companies as a means of enhancing shareholder values. Such
suggestions or positions may relate to one or more of the transactions
specified in clauses (a) through (j) of Item 4 of Schedule 13D including,
without limitation, such matters as disposing of one or more businesses,
selling the company or acquiring another company or business, changing
operating or marketing strategies, adopting or not adopting, certain types of
anti-takeover measures and restructuring the company's capitalization or
dividend policy.
Each of the Reporting Persons intends to adhere to the foregoing
investment philosophy with respect to the Issuer. However, none of the
Reporting Persons intends to seek control of the Issuer or participate in the
management of the Issuer, and any Reporting Person that is registered as an
investment company under the 1940 Act will participate in such a transaction
only following receipt of an exemption from the SEC under Rule 17d-1 under
the 1940 Act, if required, and in accordance with other applicable law. In
pursuing this investment philosophy, each Reporting Person will continuously
assess the Issuer's business, financial condition, results of operations and
prospects, general economic conditions, the securities markets in general and
those for the Issuer's securities in particular, other developments and other
investment opportunities, as well as the investment objectives and
diversification requirements of its shareholders or clients and its fiduciary
duties to such shareholders or clients. Depending on such assessments, one
or more of the Reporting Persons may acquire additional Securities or may
determine to sell or otherwise dispose of all or some of its holdings of
Securities. Although the Reporting Persons share the same basic investment
philosophy and although most portfolio decisions are made by or under the
supervision of Mario Gabelli, the investment objectives and diversification
requirements of various clients differ from those of other clients so that
one or more Reporting Persons may be acquiring Securities while others are
disposing of Securities.
With respect to voting of the Securities, the Reporting Persons
have adopted general voting policies relating to voting on specified issues
affecting corporate governance and shareholder values. Under these policies,
the Reporting Persons generally vote all securities over which they have
voting power in favor of cumulative voting, financially reasonable golden
parachutes, one share one vote, management cash incentives and pre-emptive
rights and against greenmail, poison pills, supermajority voting, blank check
preferred stock and super-dilutive stock options. Exceptions may be made
when management otherwise demonstrates superior sensitivity to the needs of
shareholders. In the event that the aggregate voting position of all joint
filers shall exceed 25% of the total voting position of the issuer then the
proxy voting committees of each of the Funds shall vote their Fund's shares
independently.
Each of the Covered Persons who is not a Reporting Person has
purchased the Securities reported herein as beneficially owned by him for
investment for his own account or that of one or more members of his
immediate family. Each such person may acquire additional Securities or
dispose of some or all of the Securities reported herein with respect to him.
Other than as described above, none of the Reporting Persons and
none of the Covered Persons who is not a Reporting Person has any present
plans or proposals which relate to or would result in any transaction, change
or event specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest In Securities Of The Issuer
(a) The aggregate number of Securities to which this Schedule 13D
relates is 2,926,500 shares, representing 6.36% of the 45,960,721 shares
outstanding as reported in the Issuer's most recent Form 10-K for the fiscal
year ended December 31, 2003. The Reporting Persons beneficially own those
Securities as follows:
Name
Shares of
Common Stock
% of Class of
Common
Gabelli Funds
1,068,300
2.32%
GAMCO
1,473,300
3.21%
GSI
MJG Associates
346,400
20,500
0.75%
0.04%
Foundation
Mario Gabelli
3,000
15,000
0.01%
0.03%
Mario Gabelli is deemed to have beneficial ownership of the
Securities owned beneficially by each of the foregoing persons. GSI is deemed
to have beneficial ownership of the Securities owned beneficially by Gabelli &
Company. GBL and Gabelli Partners are deemed to have beneficial ownership of
the Securities owned beneficially by each of the foregoing persons other than
Mario Gabelli and the Foundation.
(b) Each of the Reporting Persons and Covered Persons has the sole
power to vote or direct the vote and sole power to dispose or to direct the
disposition of the Securities reported for it, either for its own benefit or
for the benefit of its investment clients or its partners, as the case may be,
except that (i) GAMCO does not have the authority to vote 110,500 of its
reported shares, (ii) Gabelli Funds has sole dispositive and voting power with
respect to the shares of the Issuer held by the Funds so long as the aggregate
voting interest of all joint filers does not exceed 25% of their total voting
interest in the Issuer and, in that event, the Proxy Voting Committee of each
Fund shall respectively vote that Fund's shares, (iii) at any time, the Proxy
Voting Committee of each such Fund may take and exercise in its sole discretion
the entire voting power with respect to the shares held by such fund under
special circumstances such as regulatory considerations, and (iv) the power of
Mario Gabelli, GBL, and Gabelli Partners is indirect with respect to Securities
beneficially owned directly by other Reporting Persons.
(c) Information with respect to all transactions in the
Securities which were effected during the past sixty days or since the most
recent filing on Schedule 13D, whichever is less, by each of the Reporting
Persons and Covered Persons is set forth on Schedule II annexed hereto and
incorporated herein by reference.
(d) The investment advisory clients of, or partnerships managed
by, GAMCO, Gabelli Funds, Gabelli Advisers, GSI and MJG Associates have the
sole right to receive and, subject to the notice, withdrawal and/or
termination provisions of such advisory contracts and partnership
arrangements, the sole power to direct the receipt of dividends from, and the
proceeds of sale of, any of the Securities beneficially owned by such
Reporting Persons on behalf of such clients or partnerships. Except as
noted, no such client or partnership has an interest by virtue of such
relationship that relates to more than 5% of the Securities.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect
to Securities of the Issuer
The powers of disposition and voting of Gabelli Funds, Gabelli
Advisers, GAMCO, GSI and MJG Associates with respect to Securities owned
beneficially by them on behalf of their investment advisory clients, and of
MJG Associates and GSI with respect to Securities owned beneficially by them
on behalf of the partnerships which they directly or indirectly manage, are
held pursuant to written agreements with such clients, partnerships and
funds.
Item 7. Material to be Filed as an Exhibit
The following Exhibit A is attached hereto. The following Exhibit B is
incorporated by reference to Exhibit C in the Amendment No. 8 to Schedule 13D
of the Reporting Persons with respect to Edgewater Technologies, Inc.
Exhibit A:
Joint Filing Agreement
Exhibit B:
Powers of Attorney to Stephen M. Detore, Douglas R.
Jamieson, and James E. McKee from Robert E. Dolan
Powers of Attorney to Stephen M. Detore, Douglas R.
Jamieson, and James E. McKee from Raymond H. Keller.
Powers of Attorney to Stephen M. Detore, Douglas R.
Jamieson,, and James E. McKee from Mario J. Gabelli.
Powers of Attorney to Stephen M. DeTore, Karyn M. Nappi, and
James E. McKee from Marc J. Gabelli.
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: May 3, 2004
MARIO J. GABELLI
MJG ASSOCIATES, INC.
By:/s/ James E. McKee
James E. McKee
Attorney-in-Fact
GABELLI GROUP CAPITAL PARTNERS, INC.
GABELLI ASSET MANAGEMENT INC.
GABELLI FUNDS, LLC
GABELLI SECURITIES, INC.
GABELLI FOUNDATION, INC.
By:/s/ James E. McKee
James E. McKee
Secretary
GAMCO INVESTORS, INC.
By:/s/ Douglas R. Jamieson
Douglas R. Jamieson
Executive Vice President
SCHEDULE I
Information with Respect to Executive
Officers and Directors of the Undersigned
Schedule I to Schedule 13D is amended, in pertinent part, as
follows:
The following sets forth as to each of the executive officers and
directors of the undersigned: his name; his business address; his
present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted. Unless
otherwise specified, the principal employer of each such
individual is Gabelli Group Capital Partners, Inc., Gabelli Asset
Management Inc., Gabelli Funds, LLC, Gabelli & Company, Inc., or
GAMCO Investors, Inc., the business address of each of which is
One Corporate Center, Rye, New York 10580, and each such
individual identified below is a citizen of the United States.
To the knowledge of the undersigned, during the last five years,
no such person has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), and no
such person was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of
which he was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities law or finding
any violation with respect to such laws except as reported in
Item 2(d) of this Schedule 13D.
Gabelli Group Capital Partners, Inc.
Directors:
Vincent J. Amabile
Business Consultant
Mario J. Gabelli
Chief Executive Officer and Chief Investment
Officer of Gabelli Group Capital Partners, Inc.,
Gabelli Asset Management Inc., and GAMCO
Investors, Inc.; Director/Trustee of all
registered investment companies advised by
Gabelli Funds, LLC; Chief Executive Officer of
Lynch Interactive Corporation; Vice Chairman of
Lynch Corporation.
Charles C. Baum
Chairman and Director of The Morgan Group, Inc.;
Secretary & Treasurer
United Holdings Co., Inc.
2545 Wilkens Avenue
Baltimore, MD 21223
Arnold M. Reichman
Business Consultant
Marc J. Gabelli
President
Matthew R. Gabelli
Vice President - Trading
Gabelli & Company, Inc.
One Corporate Center
Rye, New York 10580
Officers:
Mario J. Gabelli
Marc J. Gabelli
Chairman, Chief Executive Officer and Chief
Investment Officer
President
Henry Kiernan
Vice President, Chief Financial Officer
James E. McKee
Vice President, General Counsel and Secretary
Gabelli Asset Management
Inc.
Directors:
Raymond C. Avansino,
Jr.
Chairman
E.L. Wiegand Foundation
165 West Liberty Street
Reno, NV 89501
Mario J. Gabelli
John D.
Gabelli
See above
Senior Vice President
Paul B. Guenther
Chairman
New York Philharmonic
10 Lincoln Center Plaza
New York, NY 10023
John C. Ferrara
Business Consultant
Dr. Eamon M. Kelly
Professor
Payson Center for International
Development Technology Transfer
Tulane University
300 Gibson Hall
6823 St. Charles Avenue
New Orleans, LA 70118
Karl Otto Pohl (1)
Frederic V.
Salerno
Vincent S.
Tese
Sal. Oppenheim jr. & Cie.
Bockenheimer Landstrasse 20
D-6000 FRANKFURT AM MAIN
Germany
See below
Lawyer, Investment Adviser and Cable Television
Executive
c/o Bear Stearns & Company, Inc.
245 Park Avenue, 19th Floor
New York, NY 10167
Officers:
Mario J. Gabelli
Chairman, Chief Executive Officer and Chief
Investment Officer
Michael R.
Anastasio, Jr.
Vice President and Chief Accounting Officer
James E. McKee
Vice President, General Counsel and Secretary
GAMCO Investors, Inc.
Directors:
Douglas R. Jamieson
Joseph R. Rindler,
Jr.
Regina M. Pitaro
F. William Scholz,
II
William S. Selby
Officers:
Mario J. Gabelli
Chief Executive Officer and Chief Investment
Officer
Joseph R. Rindler,
Jr.
Chairman
Douglas R. Jamieson
Executive Vice President and Chief Operating
Officer
James E. McKee
Vice President, General Counsel and Secretary
Gabelli Funds, LLC
Officers:
Mario J. Gabelli
Chief Investment Officer
Bruce N. Alpert
Executive Vice President and Chief Operating
Officer
James E. McKee
Secretary
Gabelli Advisers, Inc.
Directors:
Bruce N. Alpert
John D. Gabelli
Joseph R. Rindler.
Jr.
Officers:
Bruce N. Alpert
Chief Operating Officer
James E. McKee
Secretary
Gabelli Securities, Inc.
Directors:
Robert W. Blake
President of W. R. Blake & Sons, Inc.
196-20 Northern Boulevard
Flushing, NY 11358
Douglas G. DeVivo
General Partner of ALCE Partners, L.P.
One First Street, Suite 16
Los Altos, CA 94022
Joseph R. Rindler,
Jr.
See above
Officers:
Michael R. Anastasio
Thomas H.
Mahoney
James E. McKee
Vice President and Chief Accounting Officer
Vice President
Secretary
Gabelli & Company, Inc.
Directors:
James G. Webster, III
Chairman & Interim President
Irene Smolicz
Senior Trader
Gabelli & Company, Inc.
Officers:
James G. Webster, III
Chairman & Interim President
Bruce N. Alpert
Vice President - Mutual Funds
James E. McKee
Secretary
Lynch Corporation,
50 Kennedy Plaza, Suite 1250, Providence, RI 02903
Directors:
Mario J. Gabelli
See above - Gabelli Group Capital Partners, Inc.
Marc J. Gabelli
E. Val Cerutti
See above - Gabelli Group Capital Partners, Inc.
Business Consultant, Cerutti Consultants
227 McLain Street
Mount Kisco, NY 10540
Avrum Gray
Ralph R. Papitto
Richard E.
McGrail
Raymond H. Keller
Anthony R.
Pustorino
Gbar Limited Partnership
440 South LaSalle, Suite 2900
Chicago, IL 60605
Chairman and Chief Executive Officer
President and Chief Operations Officer
Vice President and Chief Financial Officer
Professor Emeritus
Pace University
1 Martine Avenue
White Plains, NY 10606
Officers:
Ralph R. Papitto
See above
Mario J. Gabelli
Vice Chairman
Richard E. McGrail
See above
Raymond H. Keller
See above
Lynch Interactive Corporation,
401 Theodore Fremd Avenue Rye, NY 10580
Directors:
Paul J. Evanson
President
Allegheny Energy, Inc.
10435 Downsville Pike
Hagerstown, MD 21740
Mario J. Gabelli
Marc J. Gabelli
See above - Gabelli Group Capital Partners, Inc.
See above - Gabelli Group Capital Partners, Inc.
Salvatore Muoio
Principal
S. Muoio & Co., LLC
Suite 406
509 Madison Ave.
New York, NY 10022
Daniel Lee
Morris Berkowitz
John C. Ferrara
Chairman and Chief Executive Officer
Pinnacle Entertainment, Inc.
3800 Howard Hughes Parkway, Suite 1800
Las Vegas, Nevada 89109
Consultant
Lynch Interactive Corporation
401 Theodore Fremd Ave.
Rye, NY 10580
See above
David C. Mitchell
Business Consultant
c/o Lynch Interactive Corporation
401 Theodore Fremd Ave.
Rye, NY 10580
Officers:
Mario J. Gabelli
Vice Chairman and Chief Executive Officer
Robert E. Dolan
Chief Financial Officer
John Fikre
Vice President - Corporate Development, General
Counsel, and Secretary
(1) Citizen of Germany
SCHEDULE II
INFORMATION WITH RESPECT TO
TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS OR
SINCE THE MOST RECENT FILING ON SCHEDULE 13D (1)
SHARES PURCHASED AVERAGE
DATE SOLD(-) PRICE(2)
COMMON STOCK-TOM BROWN INC.
MARIO GABELLI
4/16/04 15,000 47.7300
GABELLI FOUNDATION
4/19/04 3,000 47.7300
MJG ASSOCIATES, INC.
4/15/04 3,000 47.7000
GABELLI SECURITIES, INC.
4/15/04 2,000 47.7000
GABELLI ASSOCIATES LTD
4/30/04 7,600 47.8500
4/26/04 17,000 47.8200
4/22/04 11,600 47.7780
4/21/04 12,500 47.7500
4/21/04 19,700 47.7669
4/19/04 18,300 47.7127
4/16/04 18,500 47.7230
4/15/04 18,000 47.7800
4/15/04 66,300 47.7487
GABELLI FUND, LDC
4/21/04 500 47.7669
4/19/04 300 47.7122
4/15/04 700 47.7486
GAF II
4/26/04 500 47.8200
4/22/04 500 47.7780
4/21/04 900 47.7669
4/19/04 600 47.7122
4/16/04 500 47.7225
4/15/04 2,600 47.7486
GABELLI ASSOCIATES FUND
4/26/04 13,300 47.8200
4/22/04 9,400 47.7780
4/21/04 12,500 47.7500
4/21/04 14,000 47.7669
4/19/04 15,700 47.7128
4/16/04 15,300 47.7231
4/15/04 54,100 47.7487
4/15/04 15,000 47.7800
GABELLI PERFORMANCE PARTNERSHIP
4/15/04 8,000 47.7000
GABELLI INTERNATIONAL LTD
4/15/04 8,000 47.7000
GAMCO INVESTORS, INC.
4/28/04 5,600 47.8500
4/28/04 8,500 47.8400
4/27/04 2,900 47.8300
4/27/04 12,000 47.8358
4/27/04 6,400 47.8469
4/26/04 30,000 47.8100
4/26/04 7,100 47.8300
4/26/04 14,200 47.8200
4/26/04 1,000- 47.8100
4/26/04 15,000- 47.8100
4/26/04 7,100 47.8100
4/26/04 3,000- 47.9047
4/26/04 3,000 47.8347
4/26/04 43,500- 47.8347
4/26/04 10,000 47.8500
4/26/04 2,000 47.8475
4/26/04 5,000 47.8400
4/26/04 20,000 47.8375
4/26/04 87,000 47.8347
4/23/04 12,000 47.8200
4/22/04 1,000 47.8200
4/22/04 9,900 47.7780
4/22/04 44,500 47.8007
4/22/04 15,000 47.8132
4/22/04 20,000 47.8000
4/22/04 500- 47.9107
4/22/04 3,500 47.8007
4/22/04 3,000- 47.8707
4/21/04 6,000 47.7500
4/21/04 20,000 47.7700
4/21/04 16,700 47.7690
4/21/04 29,900 47.7669
4/21/04 20,000- 47.7900
4/21/04 15,000 47.7900
4/21/04 30,000 47.7900
4/20/04 1,000 47.7200
4/20/04 44,700 47.6949
4/19/04 3,100 47.7151
4/19/04 50,000 47.7600
4/19/04 18,400 47.7150
4/19/04 4,300 47.7143
4/19/04 1,000 47.7600
4/19/04 4,000 47.7700
4/19/04 7,400 47.7122
4/19/04 1,000 47.7100
4/19/04 10,000 47.7543
4/19/04 667 47.7600
4/19/04 1,700 47.7228
4/19/04 3,000 47.7750
4/19/04 2,000 47.7600
4/19/04 400 47.7572
4/19/04 20,000 47.7600
4/19/04 60,000 47.7543
4/19/04 1,000 47.7600
4/19/04 30,000 47.7500
4/19/04 333 47.7600
4/16/04 15,000- 47.7700
4/16/04 40,100 47.7600
4/16/04 13,000 47.7600
4/16/04 5,000 47.7700
4/16/04 8,800 47.7600
4/16/04 3,200 47.7600
4/16/04 15,000 47.7700
4/16/04 35,400 47.7600
4/16/04 10,000 47.7900
4/16/04 40,000 47.7700
4/16/04 3,800 47.7249
4/16/04 60,000 47.7700
4/16/04 21,000 47.7600
4/16/04 15,000- 47.7200
4/16/04 500 47.7585
4/16/04 10,666 47.7600
4/16/04 35,000 47.7200
4/16/04 23,000 47.7600
4/16/04 6,400 47.7225
4/16/04 4,500 47.7200
4/16/04 2,334 47.7600
4/16/04 20,000- 47.7700
4/16/04 1,500 47.7345
4/16/04 15,000 47.7300
4/16/04 3,500 47.7251
4/15/04 9,500 47.7800
4/15/04 2,000 47.7826
4/15/04 20,000 47.7900
4/15/04 2,100 47.7557
4/15/04 6,000 47.7700
4/15/04 5,600 47.7513
4/15/04 50,000 47.7476
4/15/04 10,000 47.7500
4/15/04 1,000 47.7600
4/15/04 29,000 47.7491
4/15/04 19,000 47.7000
4/15/04 24,600 47.7486
4/15/04 361,000 47.7476
4/08/04 2,000 38.9740
GABELLI FUNDS, LLC.
GABELLI MATHERS FUND
4/15/04 1,000 47.7600
GABELLI VALUE FUND
4/27/04 50,000 47.8496
GABELLI UTILITY TRUST
4/28/04 21,700 47.8400
4/26/04 20,000 47.8100
4/23/04 20,000 47.8300
4/16/04 20,000 47.7700
GABELLI EQUITY TRUST
4/21/04 85,000 47.7732
4/16/04 97,500 47.7600
4/15/04 100,000 47.7500
GABELLI EQUITY INCOME FUND
4/26/04 20,000 47.8300
4/16/04 40,000 47.7600
GABELLI DIVIDEND & INCOME TRUST
4/19/04 35,000 47.7600
4/15/04 185,000 47.7500
GABELLI CONVERTIBLE FUND
4/26/04 25,000 47.8300
GABELLI ASSET FUND
4/26/04 50,000 47.8400
4/16/04 35,000 47.7700
GABELLI CAPITAL ASSET FUND
4/27/04 18,100 47.8400
4/16/04 10,000 47.7700
GABELLI ABC FUND
4/21/04 100,000 47.7732
4/16/04 25,000 47.7700
4/15/04 75,000 47.7500
(1) UNLESS OTHERWISE INDICATED, ALL TRANSACTIONS WERE EFFECTED
ON THE NYSE.
(2) PRICE EXCLUDES COMMISSION.
Exhibit A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the securities Exchange
Act of 1934, as amended, the undersigned hereby agree to the joint filing
with all other Reporting Entities (as such term is defined in the Schedule
13D referred to below) on behalf of each of them of a statement on Schedule
13D (including amendments thereto) with respect to the Common Stock, par
value of $0.10 Per share, of Tom Brown, Inc. and that this Agreement be
included as an Exhibit to such joint filing. This Agreement may be executed
in any number of counterparts all of which taken together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this agreement
this 3rd day of May, 2004.
MARIO J. GABELLI
MARC J. GABELLI
GABELLI PERFORMANCE PARTNERSHIP L.P.
GABELLI INTERNATIONAL LIMITED
GABELLI INTERNATIONAL II LIMITED
GABELLI FUND, LDC
MJG ASSOCIATES, INC.
GABELLI FOUNDATION, INC.
GEMINI CAPITAL MANAGEMENT LLC
By:/s/ James E. McKee
James E. McKee
Attorney-in-Fact
GABELLI GROUP CAPITAL PARTNERS, INC.
GABELLI ASSET MANAGEMENT INC.
GABELLI FUNDS, LLC
GABELLI SECURITIES, INC.
GLI, INC.
GABELLI & COMPANY, INC.
By: /s/ James E. McKee
James E. McKee
Secretary
ALCE PARTNERS, L.P.
GABELLI MULTIMEDIA PARTNERS, L.P.
GABELLI EUROPEAN PARTNERS MASTER FUND, LTD.
GABELLI GLOBAL PARTNERS MASTER FUND, LTD.
GABELLI ASSOCIATES LIMITED
GABELLI ASSOCIATES FUND
By:/s/ James E. McKee
James E. McKee
Secretary of Gabelli Securities Inc.
LYNCH CORPORATION
SPINNAKER INDUSTRIES, INC
BRIGHTON COMMUNICATIONS CORPORATION
LYNCH INTERACTIVE CORPORATION
WESTERN NEW MEXICO
INTER-COMMUNITY TELEPHONE COMPANY
BY:/s/ James E. McKee
James E. McKee
Attorney-in-Fact
GABELLI & COMPANY, INC.
PROFIT SHARING PLAN
By:/s/ Douglas R. Jamieson
Douglas R. Jamieson
Trustee
GAMCO INVESTORS, INC.
By:/s/ Douglas R. Jamieson
Douglas R. Jamieson
Executive Vice President