Schedule 13G/A Page _____ of _____ Pages
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CUSIP No. ___115660201
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
26
TOM BROWN INC.
___________________________________________________
(Name of Issuer)
COMMON SHARES
___________________________________________________
(Title of Class of Securities)
115660201
___________________________________________________
(Cusip Number)
05/24/2004
___________________________________________________
(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
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CUSIP No. ___115660201 ___
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: 0 shares
_________________________
Item 4(b). Percent of Class: 0.00 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: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole Power to dispose or to direct disposition of: 0
(iv) Shared Power to dispose or to direct disposition of: 0
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
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CUSIP No. ___115660201
Item 10. Certification. By signing below I certify that, to the best
of my knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a participant
in any transaction having that 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.
05/25/2004 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, Sr. Vice President
each of the above of each of the above
Schedule 13G Page _____ of _____ Pages
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CUSIP No. ___115660201
EXHIBIT A
This Exhibit lists the entities affiliated with State Farm Mutual Automobile
Insurance Company ("Auto Company") which might be deemed to constitute a
"group" with regard to the ownership of shares reported herein.
Auto Company, an Illinois-domiciled insurance company, is the parent
company of multiple wholly owned insurance company subsidiaries, including
State Farm Life Insurance Company, State Farm Life and Accident Assurance
Company, and State Farm Fire and Casualty Company. Auto Company is also
the parent company of State Farm Investment Management Corp. ("SFIMC"),
which is a registered transfer agent under the Securities Exchange Act of
1934 and a registered investment adviser under the Investment Advisers Act
of 1940. SFIMC serves as transfer agent and investment adviser to State
Farm Associates' Funds Trust, State Farm Variable Product Trust and State
Farm Mutual Fund Trust, three Delaware Business Trusts that are registered
investment companies under the Investment Company Act of 1940. Auto
Company also sponsors two qualified retirement plans for the benefit of
its employees, which plans are named the State Farm Insurance Companies
Employee Retirement Trust and the State Farm Insurance Companies Savings
and Thrift Plan for U.S. Employees (collectively the "Qualified Plans").
As part of its corporate structure, Auto Company has established an
Investment Department. The Investment Department is directly or
indirectly responsible for managing or overseeing the management of the
investment and reinvestment of assets owned by each person that has
joined in filing this Schedule 13G. Moreover, the Investment Department is
responsible for voting proxies or overseeing the voting of proxies
related to issuers the shares of which are held by one or more entities
that have joined in filing this report. Each insurance company included
in this report and SFIMC have established an Investment Committee that
oversees the activities of the Investment Department in managing the
firm's assets. The Trustees of the Qualified Plans perform a similar
role in overseeing the investment of each plan's assets.
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
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CUSIP No. ___115660201
Number of
Shares based
Classification on Proceeds
Name Under Item 3 of Sale
____ ______________ ____________
State Farm Mutual Automobile Insurance Company IC 0 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 0 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 0 shares
-----------------
0 shares