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
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(CUSIP Number)
May, 1997
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(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).
<PAGE>
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!
<PAGE>
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!
<PAGE>
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!
<PAGE>
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!
<PAGE>
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!
<PAGE>
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
<PAGE>
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.
<PAGE>
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
