-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V+toijFejZscpRk7qjzgbpRXDzjJjhD+nh0lk9nt++Ct5jOh4uuI2ymPOzoRlm9g k7meYN8Cd0cfIa/W4akTSg== 0000950134-99-001146.txt : 19990217 0000950134-99-001146.hdr.sgml : 19990217 ACCESSION NUMBER: 0000950134-99-001146 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990216 GROUP MEMBERS: ANNE L BRIGHAM GROUP MEMBERS: BRIGHAM BEN M SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BRIGHAM EXPLORATION CO CENTRAL INDEX KEY: 0001034755 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 752692967 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-51001 FILM NUMBER: 99542742 BUSINESS ADDRESS: STREET 1: 6300 BRIDGE POINT PARKWAY STREET 2: BUILDING TWO, SUITE 500 CITY: AUSTIN STATE: TX ZIP: 78730 BUSINESS PHONE: 512-427-3300 MAIL ADDRESS: STREET 1: 6300 BRIDGE POINT PARKWAY STREET 2: BUILDING TWO, SUITE 500 CITY: AUSTIN STATE: TX ZIP: 78730 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BRIGHAM BEN M CENTRAL INDEX KEY: 0001079492 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 6300 BRIDGE POINT PKWY STREET 2: BUILDING 2 STE 500 CITY: AUSTIN STATE: TX ZIP: 78730 MAIL ADDRESS: STREET 1: 6300 BRIDGE POINT PKWY STREET 2: BLDG 2 STE 500 CITY: AUSTIN STATE: TX ZIP: 78730 SC 13G 1 SCHEDULE 13G 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* BRIGHAM EXPLORATION COMPANY (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 109178 10 3 (CUSIP Number) December 31, 1998 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ ] Rule 13d-1(c) [x] 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). Page 1 of 8 Pages 2 SCHEDULE 13G CUSIP No. 109178 10 3 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Ben M. Brigham 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION USA 5 SOLE VOTING POWER 1,821,014 NUMBER OF SHARES 6 SHARED VOTING POWER BENEFICIALLY 1,889,278(1) OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING 1,821,014 PERSON WITH 8 SHARED DISPOSITIVE POWER 1,889,278(1) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,710,292(1) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 27.9%(2) 12 TYPE OF REPORTING PERSON (See Instructions) IN - ------------- (1) Of the 3,710,292 shares of Common Stock reported herein by Anne and Ben Brigham, who are husband and wife, 1,821,014 shares are owned by Ben M. Brigham; 1,821,010 shares are owned by Anne L. Brigham; 27,022 shares are owned by Brigham Parental Trust I (of which Anne and Ben Brigham are the trustees); 28,246 shares are owned by Brigham Parental Trust II (of which Anne and Ben Brigham are the trustees); and 13,000 shares are held by David T. Brigham, as custodian for each of Mr. and Mrs. Brigham's four children. (2) Based on 13,306,206 shares of Common Stock outstanding as of December 31, 1998. Page 2 of 8 Pages 3 SCHEDULE 13G CUSIP No. 109178 10 3 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Anne L. Brigham 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION USA 5 SOLE VOTING POWER 1,821,010 NUMBER OF SHARES 6 SHARED VOTING POWER BENEFICIALLY 1,889,282(1) OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING 1,821,010 PERSON WITH 8 SHARED DISPOSITIVE POWER 1,889,282(1) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,710,292(1) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 27.9%(2) 12 TYPE OF REPORTING PERSON (See Instructions) IN - ------------------------- (1) Of the 3,710,292 shares of Common Stock reported herein by Anne and Ben Brigham, who are husband and wife, 1,821,014 shares are owned by Ben M. Brigham; 1,821,010 shares are owned by Anne L. Brigham; 27,022 shares are owned by Brigham Parental Trust I (of which Anne and Ben Brigham are the trustees); 28,246 shares are owned by Brigham Parental Trust II (of which Anne and Ben Brigham are the trustees); and 13,000 shares are held by David T. Brigham, as custodian for each of Mr. and Mrs. Brigham's four children. (2) Based on 13,306,206 shares of Common Stock outstanding as of December 31, 1998. Page 3 of 8 Pages 4 ITEM 1. (a) Name of Issuer: Brigham Exploration Company (b) Address of Issuer's Principal Executive Offices: 6300 Bridge Point Parkway, Bldg. 2, Suite 500, Austin, Texas 78730 ITEM 2. (a) Name of Persons Filing: Anne L. Brigham and Ben M. Brigham (b) Address of Principal Business Office: 6300 Bridge Point Parkway, Bldg. 2, Suite 500, Austin, Texas 78730 (c) Citizenship: USA (d) Title of Class of Securities: Common Stock, $0.01 Par Value (e) CUSIP Number: 109178 10 3 ITEM 3. If this statement is filed pursuant to 240.13d(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [ ] An investment adviser in accordance with 240.13d-1(b)(1)(ii) (E); (f) [ ] An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G); (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J). If this statement is filed pursuant to 240.13d-1(c), check this box. [ ] Page 4 of 8 Pages 5 ITEM 4. OWNERSHIP Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 3,710,292 (b) Percent of class: 27.9% (See footnote 2 on page 2) (c) Power to vote or direct the vote and dispose or to direct the disposition of the securities: Ben M. Brigham and Anne L. Brigham have the sole power to vote or direct the vote and dispose or to direct the disposition of 1,821,014 and 1,821,010 shares of Common Stock, respectively. Ben M. Brigham and Anne L. Brigham have shared power to vote or direct the disposition of 1,889,278 and 1,889,282 shares of Common Stock, respectively. See footnote 1 on page 2. Mr. and Mrs. Brigham acquired all of their shares of Common Stock prior to the May 1997 initial public offering of Brigham Exploration Company. As of December 31, 1997, Mr. and Mrs. Brigham beneficially owned an aggregate of 3,723,824 shares of Common Stock. Of such shares, 1,831,414 shares were owned by Ben M. Brigham; 1,831,410 shares were owned by Anne L. Brigham; 30,000 shares were owned by Brigham Parental Trust I (of which Anne and Ben Brigham were and are the trustees); 30,000 shares were owned by Brigham Parental Trust II (of which Anne and Ben Brigham were and are the trustees); and 1,000 shares were held by David T. Brigham, as custodian for Mr. and Mrs. Brigham's daughter. 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 Not applicable. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY Not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP Not applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP Not applicable. ITEM 10. CERTIFICATION Not applicable. Page 5 of 8 Pages 6 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Date: February 12, 1999 /s/ Ben M. Brigham ----------------------------------------- Ben M. Brigham Date: February 12, 1999 /s/ Anne L. Brigham ----------------------------------------- Anne L. Brigham Page 6 of 8 Pages 7 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------ ----------- 1. Joint Filing Agreement
Page 7 of 8 Pages EX-1 2 JOINT FILING AGREEMENT 1 EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including amendments thereto) with respect to the common stock of BRIGHAM EXPLORATION COMPANY and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof each of the undersigned, being duly authorized, hereby execute this Agreement on the date set forth opposite his or her name. Date: February 12, 1999 /s/ Ben M. Brigham ----------------------------------------- Ben M. Brigham Date: February 12, 1999 /s/ Anne L. Brigham ----------------------------------------- Anne L. Brigham Page 8 of 8 Pages -----END PRIVACY-ENHANCED MESSAGE-----