Schedule 13G/A Page _____ of _____ Pages
1 8
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
24
TOM BROWN INC.
___________________________________________________
(Name of Issuer)
COMMON SHARES
___________________________________________________
(Title of Class of Securities)
115660201
___________________________________________________
(Cusip Number)
12/31/2002
___________________________________________________
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
Schedule 13G Page _____ of _____ Pages
2 8
CUSIP No. ___115660201 ___
___________________________________________________
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Mutual Automobile Insurance Company 37-0533100
___________________________________________________
2. Check the appropriate box if a Member of a Group
(a) _____
(b) __X__
___________________________________________________
3. SEC USE ONLY:
___________________________________________________
4. Citizenship or Place of Organization: Illinois
___________________________________________________
Number of 5. Sole Voting Power: 2,600,000
Shares ___________________________________________________
Beneficially 6. Shared Voting Power: 0
Owned by ___________________________________________________
Each 7. Sole Dispositive Power: 2,600,000
Reporting ___________________________________________________
Person With 8. Shared Dispositive Power: 0
___________________________________________________
9. Aggregate Amount Beneficially Owned by each Reporting Person: 2,600,000
___________________________________________________
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
___________________________________________________
11. Percent of Class Represented by Amount in Row 9: 6.62 %
___________________________________________________
12. Type of Reporting Person: IC
Schedule 13G Page _____ of _____ Pages
3 8
CUSIP No. ___115660201 ___
___________________________________________________
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Investment Management Corp. 37-0902469
___________________________________________________
2. Check the appropriate box if a Member of a Group
(a) _____
(b) __X__
___________________________________________________
3. SEC USE ONLY:
___________________________________________________
4. Citizenship or Place of Organization: Delaware
___________________________________________________
Number of 5. Sole Voting Power: 0
Shares ___________________________________________________
Beneficially 6. Shared Voting Power: 7,054
Owned by ___________________________________________________
Each 7. Sole Dispositive Power: 0
Reporting ___________________________________________________
Person With 8. Shared Dispositive Power: 7,054
___________________________________________________
9. Aggregate Amount Beneficially Owned by each Reporting Person: 7,054
___________________________________________________
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
___________________________________________________
11. Percent of Class Represented by Amount in Row 9: 0.01 %
___________________________________________________
12. Type of Reporting Person: IC
Schedule 13G Page _____ of _____ Pages
4 8
CUSIP No. ___115660201 ___
___________________________________________________
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Mutual Fund Trust
___________________________________________________
2. Check the appropriate box if a Member of a Group
(a) _____
(b) __X__
___________________________________________________
3. SEC USE ONLY:
___________________________________________________
4. Citizenship or Place of Organization:
___________________________________________________
Number of 5. Sole Voting Power: 13,200
Shares ___________________________________________________
Beneficially 6. Shared Voting Power: 0
Owned by ___________________________________________________
Each 7. Sole Dispositive Power: 13,200
Reporting ___________________________________________________
Person With 8. Shared Dispositive Power: 0
___________________________________________________
9. Aggregate Amount Beneficially Owned by each Reporting Person: 13,200
___________________________________________________
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
___________________________________________________
11. Percent of Class Represented by Amount in Row 9: 0.03 %
___________________________________________________
12. Type of Reporting Person: IV
Schedule 13G Page _____ of _____ Pages
5 8
Item 1(a) and (b). Name and Address of Issuer & Principal Executive Offices:
_________________________________________________________
TOM BROWN INC.
555 SEVENTEENTH ST.
SUITE 1850
DENVER, CO 80202-3918
Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance
_____________________
Company and related entities; See Item 8
and Exhibit A
Item 2(b). Address of Principal Business Office: One State Farm Plaza
____________________________________
Bloomington, IL 61710
Item 2(c). Citizenship: United States
___________
Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above.
_____________________________________________
Item 3. This Schedule is being filed, in accordance with 240.13d-1(b).
_____________________________________________________________
See Exhibit A attached.
Item 4(a). Amount Beneficially Owned: 2,620,254 shares
_________________________
Item 4(b). Percent of Class: 6.67 percent pursuant to Rule 13d-3(d)(1).
________________
Item 4(c). Number of shares as to which such person has:
____________________________________________
(i) Sole Power to vote or to direct the vote: 2,613,200
(ii) Shared power to vote or to direct the vote: 7,054
(iii) Sole Power to dispose or to direct disposition of: 2,613,200
(iv) Shared Power to dispose or to direct disposition of: 7,054
Item 5. Ownership of Five Percent or less of a Class: Not Applicable.
____________________________________________
Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A
_______________________________________________________________
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security being Reported on by the Parent Holding Company: N/A
______________________________________________________________
Item 8. Identification and Classification of Members of the Group:
_________________________________________________________
See Exhibit A attached.
Item 9. Notice of Dissolution of Group: N/A
______________________________
Schedule 13G Page _____ of _____ Pages
6 8
Item 10. Certification. By signing below I certify that, to the best of
my knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired
for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any
transaction having such purpose or effect.
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.
01/31/2003 STATE FARM MUTUAL AUTOMOBILE
_________________________________
Date INSURANCE COMPANY
STATE FARM LIFE INSURANCE COMPANY
STATE FARM FIRE AND CASUALTY
COMPANY
STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT
EMPLOYEE RETIREMENT TRUST CORP.
STATE FARM INSURANCE COMPANIES STATE FARM ASSOCIATES FUNDS
SAVINGS AND THRIFT PLAN FOR TRUST - STATE FARM GROWTH FUND
U.S. EMPLOYEES
STATE FARM ASSOCIATES FUNDS
TRUST - STATE FARM BALANCED
FUND
STATE FARM MUTUAL FUND TRUST
STATE FARM VARIABLE PRODUCT TRUST
/s/ Paul N. Eckley
_______________________________ _________________________________
Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President
each of the above of each of the above
Schedule 13G Page _____ of _____ Pages
7 8
EXHIBIT A
This Exhibit lists the entities affiliated with State Farm Mutual
Automobile Insurance Company which might be deemed to constitute a
"group" with regard to the ownership of shares reported herein. By
way of explanation, State Farm Mutual Automobile Insurance Company is
the parent of wholly owned subsidiaries, State Farm Life Insurance
Company, which is the parent of the wholly owned subsidiary State Farm
Life and Accident Assurance Company; State Farm Fire and Casualty
Company; and, State Farm Investment Management Corp. State Farm
Investment Management Corp. acts as the investment advisor to State
Farm Associates Funds Trust - State Farm Growth Fund and State Farm
Associates Funds Trust - State Farm Balanced Fund , State Farm
Variable Product Trust, and State Farm Mutual Fund Trust. The
Investment Committees of the Board of Directors of each of the
insurance companies and of the State Farm Investment Management Corp.
and the Trustees of the State Farm Insurance Companies Employee
Retirement Trust, State Farm Insurance Companies Savings and Thrift
Plan for U.S. Employees, State Farm Variable Product Trust, and State
Farm Mutual Fund Trust are vested with the responsibility for
investing the assets of the companies, the Funds, the Trusts, and the
Equities Account and the Balanced Account of the State Farm Insurance
Companies Savings and Thrift Plan for U.S. Employees. State Farm
Mutual Automobile Insurance Company employs all personnel of the
Investment Department. State Farm Investment Management Corp. has a
written agreement with State Farm Mutual Automobile Insurance Company
whereby the Investment Department personnel assist State Farm
Investment Management Corp. in its duties as investment advisor to the
Funds, State Farm Variable Product Trust, and State Farm Mutual Fund
Trust. Investment actions taken by the Investment Department are
ratified by the Investment Committees of the Boards of Directors of
the insurance companies and State Farm Investment Management Corp. and
by the Trustees of the Trusts and the Plan. Certain members of the
Investment Department also execute voting proxies from time to time
but in situations where a vote contrary to that of management on a
major policy matter is under consideration, approval of the Investment
Committees of the Boards of Directors of the Companies involved is
first obtained.
Pursuant to Rule 13d-4 each person listed in the table below
expressly disclaims "beneficial ownership" as to all shares as to
which such person has no right to receive the proceeds of sale of the
security and disclaims that it is part of a "group".
Schedule 13G Page _____ of _____ Pages
8 8
Number of
Shares based
Classification on Proceeds
Name Under Item 3 of Sale
____ ______________ ____________
State Farm Mutual Automobile Insurance Company IC 2,600,000 shares
State Farm Life Insurance Company IC 0 shares
State Farm Life and Accident Assurance Company IC 0 shares
State Farm Fire and Casualty Company IC 0 shares
State Farm Investment Management Corp. IA 0 shares
State Farm Associates Funds Trust - State
Farm Growth Fund IV 0 shares
State Farm Associates Funds Trust - State
Farm Balanced Fund IV 0 shares
State Farm Variable Product Trust IV 7,054 shares
State Farm Insurance Companies Employee
Retirement Trust EP 0 shares
State Farm Insurance Companies Savings and
Thrift Plan for U.S. Employees EP
Equities Account 0 shares
Balanced Account 0 shares
State Farm Mutual Fund Trust IV 13,200 shares
-----------------
2,620,254 shares