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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) NOVEMBER 12, 1997
BRIGHAM EXPLORATION COMPANY
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 000-22433 75-2692967
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or Identification Number)
organization)
</TABLE>
6300 BRIDGE POINT PARKWAY
BLDG. 2, SUITE 500
AUSTIN, TEXAS 78730
(Address of principal executive offices)
Registrant's telephone number, including area code: (512) 427-3300
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ITEM 2. ACQUISITION OF ASSETS
As reported at Item 5 on Form 10-Q for the quarterly period ended September
30, 1997, on November 12, 1997, Brigham Exploration Company (the "Company")
closed an acquisition of certain producing properties in Grady County, Oklahoma;
these properties were formerly owned by Mobil and were recently acquired by Ward
Petroleum. The Company paid $13.4 million for a 50% interest in the properties.
The properties, which are located at the northern end of the prolific Carter
Knox anticline in the Company's Anadarko Basin Core Province, include
approximately 21.3 Bcfe of net proved reserves, a large portion of which is
non-producing, 3,600 net acres of leasehold, and 750 net mineral acres. In
addition, the Company will operate a 3-D seismic program over approximately 20
square miles to delineate upside potential in the Big Four, Springer, Bromide,
and Arbuckle formations. Ward Petroleum will operate the drilling phase, and is
currently implementing a development program. The transaction was financed
primarily through the Company's existing revolving credit facility with Bank
One, Texas, NA.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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<S> <C> <C>
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
Report of Ernst & Young, LLP, Independent Auditors.......... F-1
Statements of Combined Oil and Gas Revenues and Direct
Operating Expenses for the years ended December 31, 1994,
1995 and 1996 and the nine months ended September 30,
1997...................................................... F-2
Notes to Statements of Combined Oil and Gas Revenues and
Direct Operating Expenses................................. F-3
(B) UNAUDITED PRO FORMA FINANCIAL INFORMATION
Pro Forma Financial Information............................. F-5
Unaudited Pro Forma Condensed Consolidated Balance Sheet as
of September 30, 1997..................................... F-6
Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the year ended December 31, 1996........... F-7
Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the nine months ended September 30, 1997... F-8
Notes to Unaudited Pro Forma Condensed Consolidated
Financial Statements...................................... F-9
</TABLE>
2
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REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
The Board of Directors
Brigham Exploration Company
We have audited the accompanying statements of combined oil and gas
revenues and direct operating expenses for certain oil and gas producing
properties acquired from certain subsidiaries of Mobil Oil Corporation (Mobil)
by Brigham Exploration Company (the Company) through Ward Petroleum Corporation
(Ward) for the years ended December 31, 1994, 1995 and 1996. These statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the accompanying statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the accompanying statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
The accompanying statements were prepared for the purpose of complying with
the rules and regulations of the Securities and Exchange Commission and are not
intended to be a complete presentation of the revenues and expenses of certain
oil and gas producing properties acquired from Mobil.
In our opinion, the statements referred to above present fairly, in all
material respects, the operating revenues and direct operating expenses of
certain oil and gas producing properties acquired from Mobil by the Company
through Ward for the years ended December 31, 1994, 1995 and 1996, in conformity
with generally accepted accounting principles.
Fort Worth, Texas
December 12, 1997
F-1
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CERTAIN OIL AND GAS PRODUCING PROPERTIES
ACQUIRED FROM CERTAIN SUBSIDIARIES OF MOBIL OIL CORPORATION
STATEMENTS OF COMBINED OIL AND GAS REVENUES
AND DIRECT OPERATING EXPENSES
<TABLE>
<CAPTION>
NINE MONTHS
YEAR ENDED DECEMBER 31, ENDED
------------------------------------ SEPTEMBER 30,
1994 1995 1996 1997
---------- ---------- ---------- -------------
(UNAUDITED)
<S> <C> <C> <C> <C>
Revenues:
Crude and condensate sales................... $ 602,971 $ 572,625 $ 597,814 $ 341,764
Natural gas sales............................ 1,213,604 771,947 1,149,922 1,030,969
---------- ---------- ---------- ----------
1,816,575 1,344,572 1,747,736 1,372,733
Direct operating expenses:
Lease operating expenses..................... 174,620 87,365 88,593 65,493
Oil and gas production taxes................. 127,571 92,401 122,802 98,289
---------- ---------- ---------- ----------
302,191 179,766 211,395 163,782
---------- ---------- ---------- ----------
Oil and gas revenues in excess of direct
operating expenses........................... $1,514,384 $1,164,806 $1,536,341 $1,208,951
========== ========== ========== ==========
</TABLE>
See accompanying notes.
F-2
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CERTAIN OIL AND GAS PRODUCING PROPERTIES
ACQUIRED FROM CERTAIN SUBSIDIARIES OF MOBIL OIL CORPORATION
NOTES TO STATEMENTS OF COMBINED OIL AND GAS REVENUES
AND DIRECT OPERATING EXPENSES
1. BASIS OF PRESENTATION
Pursuant to the terms of a Purchase and Sale Agreement dated August 20,
1997 and effective as of September 1, 1997, Ward Petroleum Corporation (Ward)
completed the acquisition of interests in certain oil and gas producing
properties, primarily located in Oklahoma, from certain subsidiaries of Mobil
Oil Corporation (Mobil). Subsequently, pursuant to the terms of an assignment
and Bill of Sale dated October 31, 1997 and effective as of September 1, 1997,
Brigham Exploration Company (Brigham), through a subsidiary, purchased from Ward
50% (the Brigham Interest) of the interests purchased by Ward from Mobil.
The oil and gas revenues and direct operating expenses presented herein
relate only to the interests in the certain oil and gas producing properties
acquired by the Company from Ward and do not represent all of the costs of oil
and gas operations of Mobil nor the entirety of the costs of oil and gas
operations of the interests purchased by Ward from Mobil. Direct operating
expenses include the actual costs of maintaining the producing properties and
their production, but do not include charges for depletion, depreciation,
amortization and abandonment; federal and state income taxes; interest; or
general and administrative expenses. The oil and gas revenues and direct
operating expenses for the periods presented may not be indicative of the
results of future operations of the properties acquired.
Mobil accounts for gas revenues on the sales method. Generally, Mobil sells
its oil and gas production to other affiliates of Mobil Corporation. Crude oil
prices are based on Mobil's posted field prices for crude oil purchases in the
area. Gas prices are based on Inside FERC published prices.
2. SUPPLEMENTAL OIL AND GAS RESERVE AND STANDARDIZED MEASURE INFORMATION
(UNAUDITED)
The following table presents Brigham's estimate of the proved oil and gas
reserves of the Brigham Interest as of September 30, 1997. This information has
been derived from an estimate of future net oil and gas reserves prepared by
independent petroleum engineers.
Estimated quantities of proved net reserves include only those quantities
that can be expected to be commercially recoverable at prices and costs in
effect at the effective date of the acquisition, under existing regulatory
practices and with conventional equipment and operating methods. Proved
developed reserves represent only those reserves expected to be recovered
through existing wells with existing equipment and operating methods. Proved
undeveloped reserves include those reserves expected to be recovered from new
wells on undrilled acreage or from existing wells on which a relatively major
expenditure is required for recompletion.
ESTIMATED QUANTITIES OF PROVED RESERVES
<TABLE>
<CAPTION>
BRIGHAM INTEREST
-----------------------
OIL GAS
(BBL) (MCF)
--------- ----------
<S> <C> <C>
Proved reserves............................................. 1,240,086 13,693,543
========= ==========
Proved developed reserves................................... 470,853 7,684,149
========= ==========
</TABLE>
F-3
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CERTAIN OIL AND GAS PRODUCING PROPERTIES
ACQUIRED FROM CERTAIN SUBSIDIARIES OF MOBIL OIL CORPORATION
NOTES TO STATEMENTS OF COMBINED OIL AND GAS REVENUES
AND DIRECT OPERATING EXPENSES -- (CONTINUED)
The following is a summary of a standardized measure of discounted future
net cash flows related to the proved oil and gas reserves of the Brigham
Interest. For these calculations, estimated future cash flows from estimated
future production or proved reserves were computed using oil and gas prices as
of the end of each period presented. Future development and production costs
attributable to the proved reserves were estimated assuming that existing
conditions would continue over the economic life of the properties, and costs
were not escalated for the future. The Brigham Interest is not a separate tax
paying entity. Accordingly, the standardized measure of discounted future net
cash flows from proved reserves is presented before deduction of federal income
taxes. The information presented below should not be viewed as an estimate of
the fair value of the Brigham Interest, nor should it be considered indicative
of any future trends.
STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS BRIGHAM INTEREST
<TABLE>
<CAPTION>
SEPTEMBER 30,
1997
-------------
<S> <C>
Future cash inflows......................................... $ 59,925,114
Future production and development costs..................... (12,756,686)
Discounts of future net cash flows at 10% per annum......... (24,863,000)
------------
Standardized measure of discounted future net cash flows.... $ 22,305,428
============
</TABLE>
The weighted average prices of oil and gas at September 30, 1997 used in
the calculation of the standardized measure were $22.91 per barrel and $2.30 per
Mcf, respectively.
F-4
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BRIGHAM EXPLORATION COMPANY
PRO FORMA FINANCIAL INFORMATION
The accompanying unaudited pro forma financial statements are presented to
reflect the acquisition by Brigham Exploration Company (the "Company") of
certain producing properties in Grady County, Oklahoma (the "Acquisition");
these properties were formerly owned by Mobil and were recently acquired by Ward
Petroleum. The Acquisition closed on November 12, 1997, and was effective
September 1, 1997. Historical information presented for the acquired properties
consists of the audited statement of combined oil and gas revenues and direct
operating expenses for the year ended December 31, 1996 and the unaudited
statement of combined oil and gas revenues and direct operating expenses for the
nine months ended September 30, 1997. During the periods presented, the
properties were not accounted for as a separate entity.
Brigham Exploration Company is a Delaware corporation formed on February
25, 1997 for the purpose of exchanging its common stock for the common stock of
Brigham, Inc. and the partnership interests in Brigham Oil & Gas, L.P. (the
"Partnership"). Pursuant to an exchange agreement dated February 26, 1997 and
upon the initial filing on February 27, 1997 of a registration statement with
the Securities and Exchange Commission for the public offering of common stock,
in exchange for common stock of the Company, the shareholders of Brigham, Inc.
transferred all of the outstanding stock of Brigham, Inc. to the Company and the
Partnership's other general partner and the limited partners transferred all of
their partnership interests to the Company. Also, the holders of the
Partnership's subordinated convertible notes transferred these notes to the
Company in exchange for common stock. These transactions are referred to as the
"Exchange." As a result of the Exchange, the Company now owns all of the
partnership interests in the Partnership.
The unaudited pro forma balance sheet has been prepared to give effect to
the Acquisition described above as if the transaction occurred on September 30,
1997. The accompanying unaudited pro forma statements of operations for the year
ended December 31, 1996 and nine months ended September 30, 1997 have been
prepared to give effect to the Acquisition, the Exchange and the issuance of
employee stock options under the 1997 Incentive Plan as if these transactions
occurred on January 1, 1996 and January 1, 1997, respectively.
The unaudited pro forma financial statements of the Company are not
necessarily indicative of the results for the periods presented had these
transactions taken place on the dates indicated. In addition, future results may
vary significantly from the results reflected in the accompanying unaudited pro
forma financial statements because of normal production declines, changes in
product prices, and the success of future exploration and development
activities, among other factors. The unaudited pro forma financial statements
should be read in conjunction with the Company's historical consolidated
financial statements and notes thereto as of and for the period ending December
31, 1996 as included in the Company's Registration Statement on Form S-1
(333-22491) filed with the Securities and Exchange Commission, and the Company's
historical financial statements and notes thereto as of and for the quarterly
period ending September 30, 1997 as filed with the Securities and Exchange
Commission.
F-5
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BRIGHAM EXPLORATION COMPANY
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1997
(IN THOUSANDS)
ASSETS
<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
HISTORICAL ADJUSTMENTS COMBINED
---------- ----------- ---------
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents................................ $ 5,410 $ (83)(c) $ 5,327
Accounts receivable...................................... 3,738 -- 3,738
Prepaid expenses......................................... 402 -- 402
------- ------- -------
Total current assets............................. 9,550 (83) 9,467
------- ------- -------
Natural gas and oil properties, at cost, net............... 51,774 13,483(a) 65,257
Other property and equipment, at cost, net................. 1,171 -- 1,171
Drilling advances paid..................................... 384 -- 384
Other noncurrent assets.................................... 183 -- 183
------- ------- -------
$63,062 $13,400 $76,462
======= ======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable......................................... $ 2,777 $ -- $ 2,777
Accrued drilling costs................................... 4,237 -- 4,237
Participant advances received............................ 3,416 -- 3,416
Current notes payable.................................... -- 5,400(b) 5,400
Other current liabilities................................ 554 -- 554
------- ------- -------
Total current liabilities........................ 10,984 5,400 16,384
------- ------- -------
Notes payable.............................................. 8,000 8,000(b) 16,000
Other noncurrent liabilities............................... 268 -- 268
Deferred income tax liability.............................. 4,803 -- 4,803
Stockholders' equity:
Preferred stock, $.01 par value, 10 million shares
authorized, none issued and outstanding............... -- -- --
Common stock, $.01 par value, 30 million shares
authorized, 12,253,574 issued and outstanding......... 123 -- 123
Additional paid-in capital............................... 40,559 -- 40,559
Unearned stock compensation.............................. (1,501) -- (1,501)
Accumulated deficit...................................... (174) -- (174)
------- ------- -------
Total stockholders' equity....................... 39,007 -- 39,007
------- ------- -------
$63,062 $13,400 $76,462
======= ======= =======
</TABLE>
The Company uses the full cost method to account for its natural gas and oil
properties.
The accompanying notes are an integral part of this statement.
F-6
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BRIGHAM EXPLORATION COMPANY
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1996
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
ACQUIRED
PARTNERSHIP PROPERTIES PRO FORMA PRO FORMA
HISTORICAL HISTORICAL ADJUSTMENTS COMBINED
----------- ----------- ----------- ---------
<S> <C> <C> <C> <C>
Revenues:
Natural gas and oil sales..................... $ 6,141 $1,748 $ -- $ 7,889
Workstation revenue........................... 627 -- -- 627
------- ------ ------- -------
6,768 1,748 -- 8,516
------- ------ ------- -------
Costs and expenses:
Lease operating............................... 726 89 -- 815
Production taxes.............................. 362 123 -- 485
General and administrative.................... 2,199 -- -- 2,199
Amortization of stock compensation............ -- -- 344(i) 344
Depletion of natural gas and oil properties... 2,323 -- 468(d) 2,825
34(i)
Depreciation and amortization................. 487 -- -- 487
------- ------ ------- -------
6,097 212 846 7,155
------- ------ ------- -------
Operating income (loss).................... 671 1,536 (846) 1,361
------- ------ ------- -------
Other income (expense):
Interest income............................... 52 -- -- 52
Interest expense.............................. (373) -- (1,234)(e) (1,607)
Interest expense -- related party............. (800) -- 800(h) --
------- ------ ------- -------
(1,121) -- (434) (1,555)
------- ------ ------- -------
Net income (loss) before income taxes........... (450) 1,536 (1,280) (194)
Income tax benefit:
Income tax provision.......................... -- -- 56(f) 153
97(g)
------- ------ ------- -------
Net income (loss)............................. $ (450) $1,536 $(1,127) $ (41)
======= ====== ======= =======
Net loss per common share..................... $ (0.00)
=======
Weighted average number of common shares
outstanding................................ 9,170
=======
</TABLE>
The accompanying notes are an integral part of this statement.
F-7
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BRIGHAM EXPLORATION COMPANY
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 1997
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
ACQUIRED
COMPANY PROPERTIES PRO FORMA PRO FORMA
HISTORICAL HISTORICAL ADJUSTMENTS COMBINED
---------- ---------- ----------- ---------
<S> <C> <C> <C> <C>
Revenues:
Natural gas and oil sales....................... $ 5,951 $1,373 $ -- $ 7,324
Workstation revenue............................. 457 -- -- 457
------- ------ ------- -------
6,408 1,373 -- 7,781
------- ------ ------- -------
Costs and expenses:
Lease operating................................. 787 66 -- 853
Production taxes................................ 339 98 -- 437
General and administrative...................... 2,450 -- -- 2,450
Amortization of stock compensation.............. 201 -- 57(i) 258
Depletion of natural gas and oil properties..... 2,108 -- 430(d) 2,538
Depreciation and amortization................... 231 -- 4(i) 235
------- ------ ------- -------
6,116 164 491 6,771
------- ------ ------- -------
Operating income (loss)...................... 292 1,209 (491) 1,010
Other income (expense):
Interest income................................. 122 -- -- 122
Interest expense................................ (459) -- (923)(e) (1,382)
Interest expense -- related party............... (173) -- 53(h) (120)
------- ------ ------- -------
(510) -- (870) (1,380)
------- ------ ------- -------
Net income (loss) before income taxes............. (218) 1,209 (1,361) (370)
Income tax benefit (expense):
Income tax provision............................ 197 -- 40(f) 237
--(g)
Deferred income tax charge...................... (5,000) -- -- (5,000)
------- ------ ------- -------
Net income (loss)............................... $(5,021) $1,209 $(1,321) $(5,133)
======= ====== ======= =======
Pro forma, as adjusted, net loss................ $ (133)
=======
Net loss per common share....................... $ (0.47)
=======
Pro forma, as adjusted, net loss per common
share........................................ $ (0.01)
=======
Weighted average number of common shares
outstanding.................................. 10,928
=======
</TABLE>
The accompanying notes are an integral part of this statement.
F-8
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BRIGHAM EXPLORATION COMPANY
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
1. SUMMARY OF TRANSACTIONS
The accompanying unaudited pro forma financial statements are presented to
reflect the Acquisition by the Company of certain producing properties in Grady
County, Oklahoma; these properties were formerly owned by Mobil and were
recently acquired by Ward Petroleum. The Acquisition closed on November 12,
1997, and was effective September 1, 1997. The Company paid $13.4 million for a
50% interest in the properties. The Acquisition was financed primarily through
the Company's existing revolving credit facility with Bank One, Texas, NA. This
transaction will be accounted for as a purchase. Historical information
presented for the acquired properties consists of the audited statement of
combined oil and gas revenues and direct operating expenses for the year ended
December 31, 1996 and the unaudited statement of combined oil and gas revenues
and direct operating expenses for the nine months ended September 30, 1997.
During the periods presented, the properties were not accounted for as a
separate entity.
Pursuant to an exchange agreement dated February 26, 1997 and upon the
initial filing on February 27, 1997 of a registration statement with the
Securities and Exchange Commission for the public offering of common stock, in
exchange for common stock of the Company, the shareholders of Brigham, Inc.
transferred all of the outstanding stock of Brigham, Inc. to the Company and the
Partnership's other general partner and the limited partners transferred all of
their partnership interests to the Company. Also, the holders of the
Partnership's subordinated convertible notes transferred these notes to the
Company in exchange for common stock. As a result of the Exchange, the Company
now owns all of the partnership interests in the Partnership.
2. BASIS OF PRESENTATION
The accompanying unaudited pro forma balance sheet has been prepared to
give effect to the Acquisition described above as if the transaction occurred on
September 30, 1997. The accompanying unaudited pro forma statements of
operations for the year ended December 31, 1996 and nine months ended September
30, 1997 have been prepared to give effect to the Acquisition, the Exchange and
the issuance of employee stock options under the 1997 Incentive Plan as if these
transactions occurred on January 1, 1996 and January 1, 1997, respectively.
3. PRO FORMA ADJUSTMENTS
The unaudited pro forma financial statements reflect the following pro
forma adjustments related to the Acquisition.
(a) Purchase price of assets acquired.
(b) Increase in note payable of $13.4 million pertaining to the Company's
existing revolving credit facility, as amended.
(c) Decrease in cash for the portion of the purchase price not financed
with debt, as described at (b).
(d) Additional depletion of natural gas and oil properties resulting from
increased natural gas and oil properties balance.
(e) Additional interest expense at an average of 9.2% per annum related to
adjustment (b).
(f) Decrease in federal income taxes related to historical net income
attributable to the properties acquired and the related pro forma
adjustments described at (d) and (e).
F-9
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BRIGHAM EXPLORATION COMPANY
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS -- (CONTINUED)
The unaudited pro forma financial statements reflect the following pro
forma adjustments related to the Exchange and the issuance of employee stock
options under the 1997 Incentive Plan.
(g) Current and deferred federal income tax expense as if the Partnership
had been a taxable entity.
(h) Reduction of interest expense related to the transfer of the
subordinated notes payable to the Company as part of the Exchange.
(i) Unearned compensation and the amortization thereon related to employee
stock options granted under the 1997 Incentive Plan in March 1997. A
portion of the amortization of the unearned compensation was
capitalized as part of the Company's amortizable base of the full cost
pool to the extent that this cost was directly attributable to
acquisition, exploration and development activities. Depletion of
natural gas and oil properties was adjusted accordingly.
4. EARNINGS PER SHARE
In addition to the effect of the pro forma adjustments described above, pro
forma, as adjusted, net loss for the nine months ended September 30, 1997 has
been calculated to exclude the $5.0 million deferred tax charge related to the
Exchange.
The Partnership's legal form has no relation to the capital structure of
the Company after the Exchange. As a result, historical income (loss) per unit
amounts are not relevant and have not been presented. Pro forma net loss per
common share and pro forma, as adjusted, net loss per common share are presented
giving effect to the number of shares outstanding subsequent to the Exchange
(8,928,874 shares) and giving effect to employee stock options granted on March
4, 1997, as if these shares and options had been issued at the beginning of each
period presented. The effect of the stock option grants on pro forma net loss
per common share and pro forma, as adjusted, net loss per common share was
calculated using the treasury stock method.
5. INCOME TAXES
Prior to the consummation of the Exchange, the Partnership was not subject
to federal income taxes. Income and losses were passed through to its partners
on the basis of the allocation provisions established by the partnership
agreement. Upon consummation of the Exchange, the Partnership became subject to
federal income taxes through its ownership by the Company. In conjunction with
the Exchange, the Company recorded a deferred income tax liability of $5.0
million to recognize the temporary differences between the financial statement
and tax bases of the assets and liabilities of the Partnership at the Exchange
date, February 27, 1997, given the provisions of the enacted tax laws.
F-10
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto, duly authorized, in the City of Austin, State of Texas,
on the 23rd day of January, 1998.
BRIGHAM EXPLORATION COMPANY
By: /s/ BEN M. BRIGHAM
------------------------------------
Ben M. Brigham
President, Chief Executive Officer
and
Chairman of the Board
By: /s/ CRAIG M. FLEMING
------------------------------------
Craig M. Fleming
Chief Financial Officer
