-----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, CYE6hdwdtxXwHajks9QuamSE1ISQfftFhhWJtGamIPKkynOg6ZS23OfK6/QwSq1v sbNHRHdghJSEKbHFSxG/LA== 0000906602-99-000261.txt : 19991118 0000906602-99-000261.hdr.sgml : 19991118 ACCESSION NUMBER: 0000906602-99-000261 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991117 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: 99759973 BUSINESS ADDRESS: STREET 1: 6300 BRIDGE POINT PARKWAY STREET 2: BLDG 2 SUITE 500 CITY: AUSTIN STATE: TX ZIP: 78730 BUSINESS PHONE: 5124273300 MAIL ADDRESS: STREET 1: 6300 BRIDGE POINT PARKWAY STREET 2: BLDG 2 SUITE 500 CITY: AUSTIN STATE: TX ZIP: 78730 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RESOURCE INVESTORS MANAGEMENT CO LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0001098381 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 22 WATERVILLE RD CITY: AVON STATE: CT ZIP: 06001 BUSINESS PHONE: 8606788100 MAIL ADDRESS: STREET 1: 22 WATERVILLE RD CITY: AVON STATE: CT ZIP: 06001 SC 13G 1 UNITED STATES 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, Par Value $.01 Per Share - ------------------------------------------------------------------------------- (Title of Class of Securities) 109178 10 3 - ------------------------------------------------------------------------------- (CUSIP Number) May, 1997 - ------------------------------------------------------------------------------- (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) (1) 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 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). Cusip No. 10978 10 3 Page 2 of 15 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Resource Investors Management Company Limited Partnership 06-1148341 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut NUMBER OF 5 SOLE VOTING POWER SHARES 0 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 1,754,464 REPORTING 7 SOLE DISPOSITIVE POWER PERSON 0 WITH 8 SHARED DISPOSITIVE POWER 1,754,464 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,754,464 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 12.08% 12 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! Cusip No. 10978 10 3 Page 3 of 15 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) RIMCO Associates, Inc. 06-1144208 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut NUMBER OF 5 SOLE VOTING POWER SHARES 0 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 1,754,464 REPORTING 7 SOLE DISPOSITIVE POWER PERSON 0 WITH 8 SHARED DISPOSITIVE POWER 1,754,464 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,754,464 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 12.08% 12 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! Cusip No. 10978 10 3 Page 4 of 15 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) RIMCO Partners, L.P. II 06-1264592 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 SHARES 0 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 612,308 REPORTING 7 SOLE DISPOSITIVE POWER PERSON 0 WITH 8 SHARED DISPOSITIVE POWER 612,308 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 612,308 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.22% 12 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! Cusip No. 10978 10 3 Page 5 of 15 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) RIMCO Partners, L.P. III 06-1291935 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 SHARES 0 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 307,031 REPORTING 7 SOLE DISPOSITIVE POWER PERSON 0 WITH 8 SHARED DISPOSITIVE POWER 307,031 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 307,031 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.11% 12 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! Cusip No. 10978 10 3 Page 6 of 15 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) RIMCO Partners, L.P. IV 06-1327489 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 SHARES 0 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 835,125 REPORTING 7 SOLE DISPOSITIVE POWER PERSON 0 WITH 8 SHARED DISPOSITIVE POWER 835,125 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 835,125 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.75% 12 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1(a). Name of Issuer: Brigham Exploration Company Item 1(b). Address of Issuer's Principal Executive Offices: 6300 Bridge Point Parkway Building Two Suite 500 Austin, Texas 78730 Item 2(a). Names of Persons Filing*: Resource Investors Management Company Limited Partnership ("RIMCO") RIMCO Associates, Inc. ("Associates') RIMCO Partners, L.P. II ("RPLP II") RIMCO Partners, L.P. III ("RPLP III") RIMCO Partners, L.P. IV ("RPLP IV") *See Exhibit A for a description of the relationship among the reporting persons. Item 2(b). Address of Principal Business Office or, if None, Residence: The address of the principal business office of RIMCO and Associates is: 22 Waterville Road Avon, Connecticut 06001 The address of the principal business office of RPLP II, RPLP III and RPLP IV is: 600 Travis Suite 6875 Houston, Texas 77002 Item 2(c). Citizenship: The citizenship (place of organization) of RIMCO and Associates is the State of Connecticut. The citizenship (place of organization) of RPLP II, RPLP III and RPLP IV is the State of Delaware. Item 2(d). Title of Class of Securities: Common Stock, par value $.01 per share ("Common Stock") Item 2(e). CUSIP Number: 109178 10 3 Item 3. If this statement is filed pursuant to SS240.13d-1(b) or 240.13d-2(b) or (c), check whether person is filing as a: Not Applicable 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: RIMCO: 1,754,464 shares Associates: 1,754,464 shares RPLP II: 612,308 shares RPLP III: 307,031 shares RPLP IV: 835,125 shares (b) Percent of Class: RIMCO: 12.26% Associates: 12.26% RPLP II: 4.22% RPLP III: 2.11% RPLP IV: 5.75% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: RIMCO: 0 shares Associates: 0 shares RPLP II: 0 shares RPLP III: 0 shares RPLP IV: 0 shares (ii) Shared power to vote or to direct the vote: RIMCO: 1,754,464 shares Associates: 1,754,464 shares RPLP II: 612,308 shares RPLP III: 307,031 shares RPLP IV: 835,125 shares (iii) Sole power to dispose or to direct the disposition of: RIMCO: 0 shares Associates: 0 shares RPLP II: 0 shares RPLP III: 0 shares RPLP IV: 0 shares (iv) Shared power to dispose or to direct the disposition of: RIMCO: 1,754,464 shares Associates: 1,754,464 shares RPLP II: 612,308 shares RPLP III: 307,031 shares RPLP IV: 835,125 shares *See Exhibit A for a description of the relationships among reporting persons. Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following[ ]. 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. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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. SIGNATURES After reasonable inquiry and to the best of the knowledge and belief of each of the following reporting persons, each reporting person certifies that the information set forth in this statement is true, complete and correct. Date: November 15, 1999 Signature: Resource Investors Management Company Limited Partnership By: RIMCO Associates, Inc., Its General Partner By: /s/ David R. Whitney --------------------------------- Name: David R. Whitney Title: Vice President Date: November 15, 1999 Signature: RIMCO Associates, Inc. By: /s/ David R. Whitney --------------------------------- Name: David R. Whitney Title: Vice President Date: November 15, 1999 Signature: RIMCO Partners, L.P. II By: Resource Investors Management Company Limited Partnership, Its General Partner By: RIMCO Associates, Inc. Its General Partner By: /s/ David R. Whitney -------------------------------- Name: David R. Whitney Title: Vice President Date: November 15, 1999 Signature: RIMCO Partners, L.P. III By: Resource Investors Management Company Limited Partnership Its General Partner By: RIMCO Associates, Inc., Its General Partner By: /s/ David R. Whitney -------------------------------- Name: David R. Whitney Title: Vice President Date: November 15, 1999 Signature: RIMCO Partners, L.P. IV By: Resource Investors Management Company Limited Partnership Its General Partner By: RIMCO Associates, Inc., Its General Partner By: /s/ David R. Whitney -------------------------------- Name: David R. Whitney Title: Vice President List of Exhibits Exhibit A - Description of Relationship Among Reporting Persons Exhibit B - Agreement for Joint Filing on Behalf of Each Reporting Person EXHIBIT A DESCRIPTION OF RELATIONSHIP AMONG REPORTING PERSONS RPLP II is a Delaware limited partnership engaged in the business of making investments in the energy sector of the natural resource industry. RPLP II is the record owner of 612,308 shares of Common Stock of Brigham Exploration Company or 4.22% of the outstanding Common Stock of Brigham Exploration Company. RPLP III is a Delaware limited partnership engaged in the business of making investments in the energy sector of the natural resource industry. RPLP III is the record owner 307,031 shares of Common Stock of Brigham Exploration Company or 2.11% of the outstanding Common Stock of Brigham Exploration Company. RPLP IV is a Delaware limited partnership engaged in the business of making investments in the energy sector of the natural resource industry. RPLP IV is the record owner of 835,125 shares of Common Stock of Brigham Exploration Company or 5.75% of the outstanding Common Stock of Brigham Exploration Company. RIMCO is the managing general partner of RPLP II, RPLP III and RPLP IV, and thus may be deemed to be the indirect beneficial owner of the shares of Brigham Exploration Company held by each of RPLP II, RPLP III and RPLP IV. Associates is the managing general partner of RIMCO, and thus may also be deemed to be the indirect beneficial owner of the shares of Brigham Exploration Company held by each of RPLP II, RPLP III and RPLP IV. EXHIBIT B AGREEMENT Pursuant to Rule 13d-1(f) under the Securities Exchange Act of 1934, each of the undersigned hereby agrees to the filing of this Statement on Schedule 13G on its behalf. This agreement may be signed in one or more counterparts. Resource Investors Management Company Limited Partnership By: RIMCO Associates, Inc., Its General Partner Date: November 15, 1999 By: /s/ David R. Whitney --------------------------------- Name: David R. Whitney Title: Vice President RIMCO Associates, Inc. Date: November 15, 1999 By: /s/ David R. Whitney --------------------------------- Name: David R. Whitney Title: Vice President RIMCO Partners, L.P. II By: Resource Investors Management Company Limited Partnership, Its General Partner By: RIMCO Associates, Inc., Its General Partner Date: November 15, 1999 By: /s/ David R. Whitney --------------------------------- Name: David R. Whitney Title: Vice President RIMCO Partners, L.P. III By: Resource Investors Management Company Limited Partnership Its General Partner By: RIMCO Associates, Inc., Its General Partner Date: November 15, 1999 By: /s/ David R. Whitney --------------------------------- Name: David R. Whitney Title: Vice President RIMCO Partners, L.P. IV By: Resource Investors Management Company Limited Partnership Its General Partner By: RIMCO Associates, Inc., Its General Partner Date: November 15, 1999 By: /s/ David R. Whitney --------------------------------- Name: David R. Whitney Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----