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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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SEC FILE NUMBER
000-22433
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CUSIP NUMBER
109178 10 3
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(Check One):
[X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: December 31, 1998
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Read Attached Instruction Sheet Before Preparing Form. Please
Print or Type.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE
COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification relates:
1. The combined financial statements as of and for the years ended
December 31, 1998 and 1997 of the registrant's wholly owned subsidiaries whose
securities are pledged as collateral for the registrant's Senior Subordinated
Secured Notes due 2003.
2. The following exhibits to the Form 10-K: 4.2.1, 4.3, 10.36.2,
10.37.3, 10.39.1, 10.41 and 10.42.
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PART 1--REGISTRANT INFORMATION
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Full Name of Registrant: Brigham Exploration Company
Former Name if Available:
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Address of Principal Executive Office (Street and Number):
6300 Bridge Point Parkway,
Bldg. 2, Suite 500
City, State and Zip Code: Austin, Texas 78730
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PART II--RULES 12b-25(b) AND (c)
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If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
[X]
(b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion
thereof will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following
the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
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PART III--NARRATIVE
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State below in reasonable detail the reasons why Form 10-K and Form 10-KSB,
11-K, 10-Q and Form 10-QSB, -SAR, or the transition report or portion thereof
could not be filed within the prescribed period:
The year ended December 31, 1998 was the first period for which the registrant
was required to include in its annual report on Form 10-K, in addition to the
consolidated financial statements of the registrant, the combined financial
statements of the registrant's wholly owned subsidiaries whose securities are
pledged as collateral for the senior subordinated notes. While the financial
data needed for the preparation of these combined financial reports existed
within the financial records of the registrant and was reflected in its
consolidated financial statements, this data had not been organized in a manner
that facilitated the preparation of the combined statements in accordance with
generally accepted accounting principles. Management was unable to identify and
extract this data from its financial records and prepare the financial
statements, without unreasonable effort or expense, in sufficient time to file
concurrently with the consolidated financial statements included in the annual
report on Form 10-K and filed with the SEC on March 31, 1999.
The exhibits to the Form 10-K which are listed in Part I of this Form 12b-25
were not available in time to have such documents converted to EDGAR format for
filing.
(Attach Extra Sheets if Needed)
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PART IV--OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification
Craig M. Fleming (512) 427-3300
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under section 13 or 15(d)
of the Securities Exchange Act of 1934 or section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[X] Yes [ ] No
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(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[X] Yes [ ] No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
Changes in results of operations are reflected in the registrant's Form
10-K as filed with the SEC on March 31, 1999, including the consolidated
financial statements included therein.
BRIGHAM EXPLORATION COMPANY
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date March 31, 1999 By: /s/ Ben M. Brigham
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Ben M. Brigham, Chief Executive Officer and
President
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March 31, 1999
Craig Fleming
Chief Financial Officer
Brigham Exploration Company
6300 Bridge Point Parkway, Bldg. 2 Suite 500
Austin, Texas 78730
Dear Craig:
You have furnished us with a copy of your "Notification of Late Filing" on Form
12b-25 dated March 31, 1999.
We are in agreement with the comments under Part III of the Form with respect
to the reasons why we are unable to furnish our report on the combined
financial statements of Brigham Exploration Company's wholly-owned subsidiaries
whose securities are pledged as collateral for the senior subordinated notes
on or before the date the Form 10-K of Brigham Exploration Company for the year
ended December 31, 1998 is required to be filed.
Yours very truly,
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
