-----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, UonKFgo0a7RGqlSxl8IGrnhqg0+8ZazPabdddnS9HPzgnriJf6veAaHkk2nrWPdt wnxnWi3wDDR7DUJaotgnug== 0000950134-01-001202.txt : 20010214 0000950134-01-001202.hdr.sgml : 20010214 ACCESSION NUMBER: 0000950134-01-001202 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010213 GROUP MEMBERS: CHANEY R & PARTNERS IV LP GROUP MEMBERS: R CHANEY AND PARTNERS III LP GROUP MEMBERS: R CHANEY AND PARTNERS INC GROUP MEMBERS: R CHANEY INVESTMENTS INC GROUP MEMBERS: ROBERT H CHANEY 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/A SEC ACT: SEC FILE NUMBER: 005-51001 FILM NUMBER: 1537136 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: CHANEY R & PARTNERS IV LP CENTRAL INDEX KEY: 0001056932 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 760560506 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 909 FANNIN STREET 2: SUITE 1275 CITY: HOUSTON STATE: TX ZIP: 77010 BUSINESS PHONE: 7137531315 MAIL ADDRESS: STREET 1: 909 FANNIN STREET 2: SUITE 1275 CITY: HOUSTON STATE: TX ZIP: 77010 SC 13G/A 1 d84114a2sc13ga.txt AMENDMENT NO. 2 TO SCHEDULE 13G 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 240.13d-1(b), (c) and AMENDMENTS THERETO FILED PURSUANT TO 240.13d-2 (Amendment No. 2)* BRIGHAM EXPLORATION COMPANY (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 109178-10-3 (CUSIP Number) December 31, 2000 (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) [X] 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). 2 SCHEDULE 13G/A CUSIP No. 109178-10-3 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON R. Chaney & Partners IV L.P.(1) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF 5 SOLE VOTING POWER SHARES 185,000 BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH 0 REPORTING PERSON 7 SOLE DISPOSITIVE POWER WITH 185,000 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 185,000 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 1.16%(2) 12 TYPE OF REPORTING PERSON (See Instructions) PN - ---------- (1) R. Chaney & Partners IV L.P. and R. Chaney & Partners III L.P. are filing this Schedule 13G/A as members of a group. (2) Based on 15,977,543 shares of Common Stock reported in the Issuers quarterly report on Form 10-Q for the quarter ended September 30, 2000. Page 2 of 11 Pages 3 SCHEDULE 13G/A CUSIP No. 109178-10-3 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON R. Chaney Investments, Inc. 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 NUMBER OF 5 SOLE VOTING POWER SHARES 185,000 BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH 0 REPORTING PERSON 7 SOLE DISPOSITIVE POWER WITH 185,000 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 185,000 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.16%(1) 12 TYPE OF REPORTING PERSON (See Instructions) CO - ---------- (1) Based on 15,977,543 shares of Common Stock reported in the Issuers quarterly report on Form 10-Q for the quarter ended September 30, 2000. Page 3 of 11 Pages 4 SCHEDULE 13G/A CUSIP No. 109178-10-3 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON R. Chaney & Partners III L.P.(1) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF 5 SOLE VOTING POWER SHARES 610,000 BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH 0 REPORTING PERSON 7 SOLE DISPOSITIVE POWER WITH 610,000 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 610,000 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.82%(2) 12 TYPE OF REPORTING PERSON (See Instructions) PN - ------------ (1) R. Chaney & Partners IV L.P. and R. Chaney & Partners III L.P. are filing this Schedule 13G/A as members of a group. (2) Based on 15,977,543 shares of Common Stock reported in the Issuers quarterly report on Form 10-Q for the quarter ended September 30, 2000. Page 4 of 11 Pages 5 SCHEDULE 13G/A CUSIP No. 109178-10-3 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON R. Chaney & Partners, Inc. 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 NUMBER OF 5 SOLE VOTING POWER SHARES 610,000 BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH 0 REPORTING PERSON 7 SOLE DISPOSITIVE POWER WITH 610,000 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 610,000 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.82%(1) 12 TYPE OF REPORTING PERSON (See Instructions) CO - ---------- (1) Based on 15,977,543 shares of Common Stock reported in the Issuers quarterly report on Form 10-Q for the quarter ended September 30, 2000. Page 5 of 11 Pages 6 SCHEDULE 13G/A CUSIP No. 109178-10-3 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Robert H. Chaney 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 NUMBER OF 5 SOLE VOTING POWER SHARES 795,000 BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH 0 REPORTING PERSON 7 SOLE DISPOSITIVE POWER WITH 795,000 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 795,000 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.98%(1) 12 TYPE OF REPORTING PERSON (See Instructions) IN - ---------- (1) Based on 15,977,543 shares of Common Stock reported in the Issuers quarterly report on Form 10-Q for the quarter ended September 30, 2000. Page 6 of 11 Pages 7 The Schedule 13G filed by R. Chaney & Partners IV L.P. ("Fund IV"), R. Chaney & Partners III L.P. ("Fund III"), R. Chaney Investments, Inc. ("Investments"), R. Chaney & Partners, Inc. ("Partners"), and Mr. Robert H. Chaney with the Securities and Exchange Commission on March 4, 1998 is hereby amended as follows: ITEM 1. No modification. ITEM 2. No modification. ITEM 3. No modification. 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: 795,000 (b) Percent of class: 4.98%. (c) Number of shares as to which each person has: (i) sole power to vote or to direct the vote: 795,000(1) (ii) shared power to vote or to direct the vote: None. (iii) sole power to dispose or to direct the disposition of: 795,000(1) (iv) shared power to dispose or to direct the disposition of: None. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS No modification. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON No modification. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY No modification. - ----------- (1) Fund IV, Investments and Mr. Chaney have the sole power to vote or to direct the vote, and the sole power to dispose or to direct the disposition of, 185,000 shares. Fund III, Partners and Mr. Chaney have the sole power to vote or direct the vote, and the sole power to dispose or direct the disposition of, 610,000 shares. Page 7 of 11 Pages 8 ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP No modification. ITEM 9. NOTICE OF DISSOLUTION OF GROUP No modification. ITEM 10. CERTIFICATION No modification. Page 8 of 11 Pages 9 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. February 9, 2001 R. CHANEY & PARTNERS IV L.P. By: R. Chaney Investments, Inc., General Partner By: /s/ Robert H. Chaney -------------------------- Robert H. Chaney, President and Chief Executive Officer R. CHANEY INVESTMENTS, INC. By: /s/ Robert H. Chaney ------------------------------ Robert H. Chaney, President and Chief Executive Officer R. CHANEY & PARTNERS III L.P. By: R. Chaney & Partners, Inc., General Partner By: /s/ Robert H. Chaney -------------------------- Robert H. Chaney, President and Chief Executive Officer Page 9 of 11 Pages 10 R. CHANEY & PARTNERS, INC. By: /s/ Robert H. Chaney ------------------------------ Robert H. Chaney, President and Chief Executive Officer /s/ Robert H. Chaney ------------------------------ Robert H. Chaney, Sole Shareholder of R. Chaney Investments, Inc. and R. Chaney & Partners, Inc. Page 10 of 11 Pages 11 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 10.1 Joint Reporting Agreement dated as of February 9, 2001 by and among R. Chaney & Partners IV L.P., R. Chaney Investments, Inc., R. Chaney Partners III L.P., R. Chaney & Partners, Inc. and Robert H. Chaney.
Page 11 of 11 Pages EX-10.1 2 d84114a2ex10-1.txt JOINT REPORTING AGREEMENT 1 EXHIBIT 10.1 JOINT REPORTING AGREEMENT In consideration of the mutual covenants herein contained, each of the parties hereto represents to and agrees with the other parties as follows: 1. Such party acknowledges that it is required and eligible to file a statement on Schedule 13G/A pertaining to the common stock of Brigham Exploration Company, to which this agreement is an exhibit, for the filing of the information contained therein. 2. Such party is responsible for timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided that no such party is responsible for the completeness or accuracy of the information concerning the other party making the filing, unless such party knows or has reason to believe that such information is inaccurate. 3. Such party agrees that such statement is filed by and on behalf of each such party and that any amendment thereto will be filed on behalf of each such party. This agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts taken together shall constitute but one agreement. Dated: February 9, 2001 R. CHANEY & PARTNERS IV L.P. By: R. Chaney Investments, Inc., General Partner By: /s/ Robert H. Chaney ------------------------------ Robert H. Chaney, President and Chief Executive Officer 2 R. CHANEY INVESTMENTS, INC. By: /s/ Robert H. Chaney --------------------------------- Robert H. Chaney, President and Chief Executive Officer R. CHANEY & PARTNERS III L.P. By: R. Chaney & Partners, Inc., General Partner By: /s/ Robert H. Chaney -------------------------- Robert H. Chaney, President and Chief Executive Officer R. CHANEY & PARTNERS, INC. By: /s/ Robert H. Chaney -------------------------------- Robert H. Chaney, President and Chief Executive Officer /s/ Robert H. Chaney ------------------------------- Robert H. Chaney, Sole Shareholder of R. Chaney Investments, Inc. and R. Chaney & Partners, Inc. 2 -----END PRIVACY-ENHANCED MESSAGE-----