BRIGHAM EXPLORATION CO, SC 13D/A, 2000-11-06

BRIGHAM EXPLORATION CO
SC 13D/A, 2000-11-06
CRUDE PETROLEUM & NATURAL GAS

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<PAGE> 1

SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

BRIGHAM EXPLORATION COMPANY
---------------------------
(Name of Issuer)

COMMON STOCK, PAR VALUE $0.01 PER SHARE
---------------------------------------
(Title of Class of Securities)

109178 10 3
--------------
(CUSIP Number)

MS. E.V. PHILLIPS
CORPORATE SECRETARY
910 LOUISIANA, ROOM 4555 D
HOUSTON, TX 77002-2463
TEL: (713) 241-3518
---------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

NOVEMBER , 2000
------------------------------------
(Date of Event which Requires Filing
of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box: [ ]

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. Seess.240.13d-7(b) for other
parties to whom copies are to be sent.

The information required on 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).

<PAGE> 2

AMENDMENT NO. 1 TO SCHEDULE 13D

--------------------- ------------------
CUSIP No. 109178 10 3 Page 2 of 18 Pages
--------------------- ------------------

--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

SHELL CAPITAL INC. 76-0555907
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY

--------------------------------------------------------------------------------
4 SOURCE OF FUNDS

AF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE
--------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY -0-
EACH REPORTING PERSON ------------------------------------------------------
WITH 8 SHARED VOTING POWER
6,730,769(1)
------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
------------------------------------------------------
10 SHARED DISPOSITIVE POWER
6,730,769(1)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,730,769(1)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

29.6%(2)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON

CO
--------------------------------------------------------------------------------

----------

(1) Includes shares of Common Stock issuable upon the exercise of either
Warrants to purchase Common Stock or certain rights to convert debt into
Common Stock pursuant to the Equity Conversion Agreement.

(2) Based on 15,975,543 shares of Common Stock outstanding as of November 1,
2000.

<PAGE> 3

AMENDMENT NO. 1 TO SCHEDULE 13D

--------------------- ------------------
CUSIP No. 109178 10 3 Page 3 of 18 Pages
--------------------- ------------------

--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

SHELL OIL COMPANY
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY

--------------------------------------------------------------------------------
4 SOURCE OF FUNDS

WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

29.6%(2)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON

CO
--------------------------------------------------------------------------------

----------

(2) Based on 15,975,543 shares of Common Stock outstanding as of November 1,
2000.

<PAGE> 4

AMENDMENT NO. 1 TO SCHEDULE 13D

--------------------- ------------------
CUSIP No. 109178 10 3 Page 4 of 18 Pages
--------------------- ------------------

--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

SHELL PETROLEUM INC.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY

--------------------------------------------------------------------------------
4 SOURCE OF FUNDS

29.6%(2)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON

CO
--------------------------------------------------------------------------------

----------

(2) Based on 15,975,543 shares of Common Stock outstanding as of November 1,
2000.

<PAGE> 5

ITEM 1. SECURITY AND ISSUER

This amendment to Schedule 13D (the "Amendment") amends and restates
the initial statement on Schedule 13D filed by the Shell Capital Inc. ("Shell
Capital"), Shell Oil Company and Shell Petroleum Inc. (collectively, the
"Reporting Persons") with the Securities and Exchange Commission on March 27,
2000. This Amendment relates to (i) warrants (the "Initial Warrants") issued to
Shell Capital on February 17, 2000 to purchase up to 5,480,769 shares of the
common stock, par value $0.01 per share (the "Common Stock"), of Brigham
Exploration Company (the "Issuer") and, in the alternative, certain rights held
by Shell Capital to convert a portion of the debt issued pursuant to an Amended
and Restated Credit Agreement (the "Credit Agreement") dated February 17, 2000
among Brigham Oil & Gas, L.P., a Delaware limited partnership (the "Borrower"),
certain financial institutions (including Shell Capital) (the "Lenders"), and
the Bank of Montreal, as agent for the Lenders (the "Agent"), into up to
5,480,769 shares of Common Stock of the Issuer pursuant to the terms of an
Equity Conversion Agreement dated February 17, 2000 between Shell Capital, the
Borrower and the Issuer and (ii) warrants (the "Additional Warrants" and
together, with the Initial Warrants, the "Warrants") issued to Shell Capital on
October 31, 2000 to purchase up to 1,250,000 shares of the Common Stock of the
Issuer in connection with the execution of a Subordinated Credit Agreement (the
"Subordinated Credit Agreement") dated October 31, 2000 among Borrower, certain
financial institutions (the "Subordinated Lenders") and Shell Capital, as agent
for the Subordinated Lenders. The principal executive offices of the Issuer are
located at 6300 Bridge Point Parkway, Building 2, Suite 500, Austin, Texas
78730.

ITEM 2. IDENTITY AND BACKGROUND

This Amendment is being filed by the Reporting Persons.

Shell Capital is a wholly-owned subsidiary of Shell Oil Company which
is a wholly-owned subsidiary of Shell Petroleum Inc. The principal business of
Shell Capital is investment activities. Shell Capital is organized under the
laws of the State of Delaware and the address of its principal place of business
is 910 Louisiana, Suite 5000, Houston, Texas 77252-2463.

Shell Oil Company, including its equity companies, is engaged,
principally in the United States, in the exploration for, and development,
production, purchase, transportation and marketing of, crude oil and natural
gas, and the purchase, manufacture, transportation and marketing of oil and
chemical products. In addition, Shell Oil is engaged in the exploration for, and
production of, crude oil and natural gas outside the United States on a limited
and selected basis. Shell Oil Company is organized under the laws of the State
of Delaware and its principal place of business is at One Shell Plaza, 910
Louisiana, Houston, Texas 77002.

Shell Petroleum Inc. is a holding company. Shell Petroleum Inc. is
organized under the laws of the State of Delaware and has its principal place of
business at One Shell Plaza, 910 Louisiana, Houston, Texas 77002.

The shares of Shell Petroleum Inc. are directly or indirectly owned 60%
by N.V. Koninklijke Nederlandsche Petroleum Maatschappij (Royal Dutch Petroleum
Company), the Hague, the

<PAGE> 6

Netherlands, and 40% by The "Shell" Transport and Trading Company, p.l.c. These
companies are all holding companies of the Royal Dutch/Shell Group of Companies,
the members of which are severally engaged throughout the greater part of the
world in oil, natural gas, chemicals, coal and other businesses. This Amendment
does not describe these entities as Reporting Persons because as parent
companies, The "Shell" Transport and Trading Company and Royal Dutch Petroleum
Company do not themselves engage in operational activities and they exercise no
material voting influence over the voting or disposition of the securities
covered by this Amendment except to the extent that they may have officers and
directors in common with the Reporting Persons described above.

The attached Schedule I is a list of the executive officers and
directors of the Reporting Persons which contains the following information with
respect to each such Reporting Person: (i) name; (ii) business address; (iii)
present principal occupation or employment and the name, principal business and
address of any corporation or other organization in which such employment is
conducted; and (iv) citizenship.

None of the Reporting Persons, nor to their knowledge any person listed
on Schedule I hereto, has been during the last five years (a) convicted of any
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(b) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, United States federal or state securities
laws or finding any violations with respect to such laws.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Pursuant to the terms of the Credit Agreement, the Lenders thereunder
made available to the Borrower a revolving credit facility in an aggregate
amount of $75,000,000, conditioned on the satisfaction of certain conditions
precedent, to be repaid in full by December 31, 2002. Thomas E. McGraw, acting
as trustee for the Agent, has been granted security interests over certain of
the assets of the Issuer and its subsidiaries pursuant to the Credit Agreement.
Pursuant to the terms of the Credit Agreement, the Issuer has agreed to
guarantee the obligations of the Borrower under the terms of the Credit
Agreement. The foregoing summary of the Credit Agreement is qualified in its
entirety by reference to Exhibit A, which is hereby incorporated by reference.
To finance fundings under the Credit Agreement, Shell Capital used funds
borrowed from Shell Oil Company.

As a condition precedent to the funding of the Credit Agreement, the
Issuer, the Borrower and Shell Capital entered into an Equity Conversion
Agreement (the "Equity Conversion Agreement") dated February 17, 2000, whereby
Shell Capital has the right to convert up to $30,000,000 of outstanding debt
issued under the Credit Agreement into shares of Common Stock (the "Conversion
Shares"), exercisable on or after the 90th day after the date of the Equity
Conversion Agreement and only upon the occurrence of certain events as follows
(subject to adjustment in accordance with the terms of the Equity Conversion
Agreement): (i) the first $10,000,000 of outstanding debt may be converted into
Common Stock at $3.90 per share; (ii) the next $10,000,000 to $20,000,000 of
outstanding debt may be converted into Common Stock at $6.00 per share; and
(iii) any outstanding debt over $20,000,000 up to $30,000,000 may be converted
into

<PAGE> 7

Common Stock at $8.00 per share. Should either Shell Capital choose to convert
some or all of the outstanding debt into Conversion Shares or the Borrower force
Shell Capital to convert some or all of the debt into Conversion Shares, then
the number of Initial Warrant Shares (as defined below) into which the Initial
Warrants may be converted pursuant to the First Warrant Agreement (as defined
below) shall be reduced by the number of Conversion Shares issued to Shell
Capital pursuant to the Equity Conversion Agreement. The Borrower has the right
to force the conversion of outstanding debt under the Credit Agreement into
shares of Common Stock on or after one year from the date of the Equity
Conversion Agreement, subject to specified limitations. The foregoing summary of
the Equity Conversion Agreement is qualified in its entirety by reference to
Exhibit B, which is hereby incorporated by reference.

Also as a condition precedent to the funding of the Credit Agreement,
the Issuer entered into a Warrant Agreement (the "First Warrant Agreement") with
Shell Capital on February 17, 2000. Pursuant to the First Warrant Agreement, the
Issuer granted to Shell Capital the Initial Warrants representing the right to
acquire up to 5,480,769 shares of Common Stock of the Issuer (the "Initial
Warrant Shares"), exercisable upon the repayment by the Borrower, which
repayment meets certain additional conditions, of a certain portion of the debt
issued by Shell Capital under the Credit Agreement as follows (subject to
adjustment in accordance with the terms of the First Warrant Agreement): (i)
2,564,102 Initial Warrants exercisable at $3.90 per share of Common Stock; (ii)
1,666,667 Initial Warrants exercisable at $6.00 per share of Common Stock; and
(iii) 1,250,000 Initial Warrants exercisable at $8.00 per share of Common Stock.
The number of Initial Warrant Shares held by Shell Capital is subject to
reduction as described above upon the conversion of a portion of the outstanding
debt issued by Shell Capital under the Credit Agreement into Conversion Shares.
The foregoing summary of the First Warrant Agreement is qualified in its
entirety by reference to Exhibit C, which is hereby incorporated by reference.
The source of the funds that will be used for the exercise of the Initial
Warrants to purchase Initial Warrant Shares, if applicable, will most likely be
working capital then on hand or funds borrowed from Shell Oil Company.

Pursuant to the terms of the Subordinated Credit Agreement, the
Subordinated Lenders thereunder made available to the Borrower a subordinated
credit facility in an aggregate amount of $20,000,000, conditioned on the
satisfaction of certain conditions precedent, to be repaid in fully by October
31, 2005. Pursuant to the terms of the Subordinated Credit Agreement, the Issuer
and certain of its subsidiaries have agreed to guarantee the obligations of the
Borrower under the terms of the Subordinated Credit Agreement. The foregoing
summary of the Subordinated Credit Agreement is qualified in its entirety by
reference to Exhibit D, which is hereby incorporated by reference. To finance
fundings under the Subordinated Credit Agreement, Shell Capital used funds
borrowed from Shell Oil Company.

As a condition precedent to the funding of the Subordinated Credit
Agreement, the Issuer entered into a Warrant Agreement (the "Second Warrant
Agreement") with Shell Capital dated as of October 31, 2000. Pursuant to the
Second Warrant Agreement, the Issuer granted to Shell Capital the Additional
Warrants representing the right to acquire up to 1,250,000 shares of Common
Stock of the Issuer (the "Additional Warrant Shares"), exercisable from October
31, 2000 through October 31, 2007 at an exercise price of $3.00 per share of
Common Stock (subject to adjustment in accordance with the Second Warrant
Agreement). The foregoing summary of the Second Warrant

<PAGE> 8

Agreement is qualified in its entirety by reference to Exhibit E, which is
hereby incorporated by reference. The Second Warrant Agreement permits a
cashless exercise, but if Shell Capital elects to exercise the Additional
Warrants by paying the applicable exercise price in cash, the source of the
funds that will be used to pay such exercise price will most likely be working
capital then on hand or funds borrowed from Shell Oil Company.

ITEM 4. PURPOSE OF TRANSACTION

Shell Capital acquired the Warrants and its rights under the Equity
Conversion Agreement in connection with its participation in the funding of the
Credit Agreement and the Subordinated Credit Agreement as described in Item 3.
Shell Capital engaged in the underwriting of the Credit Agreement and the
Subordinated Credit Agreement for investment purposes. During such time as Shell
Capital owns 10% or more of the issued and outstanding Common Stock of the
Issuer, Shell Capital shall have the right to designate one member of the Board
of Directors of the Issuer as provided in Section 2.08 of the Equity Conversion
Agreement. In connection with the execution of the First Warrant Agreement and
the Equity Conversion Agreement, the Issuer and Shell Capital entered into a
Registration Rights Agreement dated as of February 17, 2000 (the "Registration
Rights Agreement"), which requires the Issuer to register for sale under the
Securities Act of 1933, as amended (the "Securities Act") on a Form S-3
registration statement the Initial Warrant Shares, the Conversion Shares and all
other shares of Common Stock owned by Shell Capital and its affiliates as of the
date of filing of such registration statement (collectively, the "Registrable
Securities") acquired by Shell Capital. The foregoing summary of the
Registration Rights Agreement is qualified in its entirety by reference to
Exhibit F, which is hereby incorporated by reference. In connection with the
execution of the Second Warrant Agreement, the Issuer and Shell Capital executed
an amendment to the Registration Rights Agreement (the "Registration Rights
Amendment") which provides the Additional Warrant Shares registration rights
equivalent to the Initial Warrant Shares. The foregoing summary of the
Registration Rights Amendment is qualified in its entirety by reference to
Exhibit G, which is hereby incorporated by reference.

Except as set forth in the preceding paragraph, Item 3 and Item 6
hereof and as otherwise contemplated by the Credit Agreement (attached hereto as
Exhibit A), the Equity Conversion Agreement (attached hereto as Exhibit B), the
Warrant Agreement (attached hereto as Exhibit C), the Subordinated Credit
Agreement (attached hereto as Exhibit D), the Second Warrant Agreement (attached
hereto as Exhibit E), the Registration Rights Agreement (attached hereto as
Exhibit F), the Registration Rights Amendment (attached hereto as Exhibit G) and
the Ancillary Agreement (attached as Exhibit H), none of the Reporting Persons
and, to the best knowledge of the Reporting Persons, none of the persons set
forth on Schedule I, has any current plans or proposals that relate to or would
result in (a) the acquisition by any person of additional securities of the
Issuer or the disposition of securities of the Issuer; (b) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation of the
Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount
of assets of the Issuer or any of it subsidiaries; (d) any change in the present
board of directors or management of the Issuer, including any plans or proposals
to change the number or term of directors or to fill any existing vacancies on
the board; (e) any material change in the present capitalization or dividend
policy of the Issuer; (f) any other material change in the Issuer's business or
corporate structure; (g) changes in the Issuer's charter, by-laws or instruments
corresponding

<PAGE> 9

thereto, or other actions which may impede the acquisition of the control of the
Issuer by any other person; (h) any of the Issuer's securities being de-listed
from a national securities exchange or ceasing to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association; (i) any of the Issuer's equity securities becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or (j) any action similar to any of those
enumerated above.

Notwithstanding the foregoing, the Reporting Persons may in the future
determine to acquire additional Common Stock or to dispose of Common Stock.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a) Reference is made to the applicable cover page for each Reporting
Person for information concerning (i) the number of shares of Common Stock
beneficially owned by such Reporting Person, and (ii) the percentage of
outstanding Common Stock beneficially owned by such Reporting Person, in each
case as of the date of this filing.

(b) Reference is made to the applicable cover page for each Reporting
Person for information concerning beneficial ownership of shares of Common Stock
as to which such Reporting Person has sole power to vote or to direct the vote,
shared power to vote or direct the vote, and sole or shared power to dispose or
to direct the disposition, in each case as of the date of this filing.

(c) During the past sixty days, none of the Reporting Persons acquired or
disposed of beneficial ownership of Common Stock except as described herein.

(d) No person other than the Reporting Persons has the right to receive
dividends on the Common Stock issuable upon exercise of the Warrants
beneficially owned by the Reporting Persons described in this Amendment and
proceeds from the sale thereof.

(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER

See the description of the Credit Agreement, the Equity Conversion
Agreement, the First Warrant Agreement, the Subordinated Credit Agreement, the
Second Warrant Agreement, the Registration Rights Agreement and the Registration
Rights Amendment in Item 3 and Item 4 hereof, and as more fully set forth in
Exhibits A through H, respectively. Other than as previously set forth, neither
any of the Reporting Persons nor, to the best knowledge of such persons, any
person named in Schedule I to this Amendment has any contract, arrangement,
understanding or relationship (legal or otherwise) with any person with respect
to any securities of the Issuer, including, but not limited to, transfer or
voting of securities, finder's fees, joint ventures, loan or option agreements,
puts or calls, guarantees of profits, division of profits or losses or the
giving or withholding of proxies.

<PAGE> 10

ITEM 7. MATERIAL TO BE FILES AS EXHIBITS

Exhibit A Amended and Restated Credit Agreement, dated as of February
17, 2000, among Brigham Oil & Gas, L.P., the Bank of Montreal,
as agent, and the lenders (including Shell Capital Inc.)
signatory thereto (incorporated herein by reference to Exhibit
10.1 of Form 8-K (Current Report) for the period ending
February 17, 2000 and filed by the Issuer with the Securities
and Exchange Commission on February 29, 2000).

Exhibit B Equity Conversion Agreement, dated as of February 17, 2000,
among Brigham Oil & Gas, L.P., Brigham Exploration Company and
Shell Capital Inc. (incorporated herein by reference to
Exhibit 10.6 of Form 8-K (Current Report) for the period
ending February 17, 2000 and filed by the Issuer with the
Securities and Exchange Commission on February 29, 2000).

Exhibit C Warrant Agreement, dated as of February 17, 2000, between
Brigham Exploration Company and Shell Capital Inc.
(incorporated herein by reference to Exhibit 10.7 of Form 8-K
(Current Report) for the period ending February 17, 2000 and
filed by the Issuer with the Securities and Exchange
Commission on February 29, 2000).

Exhibit D Subordinated Credit Agreement, dated as of October 31, 2000,
among Brigham Oil & Gas, L.P., Shell Capital Inc., as agent,
and the lenders signatory thereto (the "Subordinated Credit
Agreement")(filed herewith).

Exhibit E Warrant Agreement, dated as of October 31, 2000, between
Brigham Exploration Company and Shell Capital Inc (filed
herewith).

Exhibit F Registration Rights Agreement, dated as of February 17, 2000,
between Brigham Exploration Company and Shell Capital Inc.
(incorporated herein by reference to Exhibit 10.8 of Form 8-K
(Current Report) for the period ending February 17, 2000 and
filed by the Issuer with the Securities and Exchange
Commission on February 29, 2000).

Exhibit G Amendment No. 1 to Registration Rights Agreement dated as of
October 31, 2000, between Brigham Exploration Company and
Shell Capital Inc. (filed herewith).

Exhibit H Ancillary Agreement dated October 31, 2000 between Shell
Capital and Brigham Oil & Gas, L.P. (filed herewith).

Exhibit I Letter dated as of February 17, 2000, regarding certain fees
pursuant to Credit Agreement dated as of February 17, 2000,
among Brigham Oil & Gas, L.P., Bank of Montreal, as agent,
Shell Capital Inc. and the lenders signatory thereto
(incorporated herein by reference to Exhibit 10.9 of Form 8-K
(Current Report) for the period ending February 17, 2000 and
filed by the Issuer with the Securities and Exchange
Commission on February 29, 2000).

Exhibit J Amended and Restated Guaranty Agreement dated as of February
17, 2000 by

<PAGE> 11

Brigham Exploration Company in favor of Bank of Montreal, as
Agent, and each of the Lenders party to the Amended and
Restated Credit Agreement (incorporated herein by reference to
Exhibit 10.2 of Form 8-K (Current Report) for the period
ending February 17, 2000 and filed by the Issuer with the
Securities and Exchange Commission on February 29, 2000).

Exhibit K Partial Assignment of Notes dated as of February 17, 2000
among (i) Bank of Montreal, (ii) Societe Generale, Southwest
Agency, (iii) Shell Capital Inc., and (iv) Brigham Oil & Gas,
L.P. (incorporated herein by reference to Exhibit 10.3 of Form
8-K (Current Report) for the period ending February 17, 2000
and filed by the Issuer with the Securities and Exchange
Commission on February 29, 2000).

Exhibit L Joint Filing Agreement dated as of November __, 2000 among
Shell Capital Inc., Shell Oil Company and Shell Petroleum Inc.
(filed herewith).

<PAGE> 12

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

Dated: November 6, 2000

SHELL CAPITAL INC.

By: /s/ R. W. LEFTWICH
--------------------------------
Name: R. W. Leftwich
Title: President

SHELL OIL COMPANY

By: /s/ R. W. LEFTWICH
--------------------------------
Name: R. W. Leftwich
Title: Treasurer

SHELL PETROLEUM INC.

By: /s/ R. W. LEFTWICH
--------------------------------
Name: R. W. Leftwich
Title: Assistant Treasurer

<PAGE> 13

SCHEDULE I

SHELL CAPITAL INC.

<TABLE>
<CAPTION>
PRESENT PRINCIPAL
OCCUPATION OR
EMPLOYMENT AND THE
NAME BUSINESS ADDRESS NAME CITIZENSHIP
---- ---------------- ---- -----------

<S> <C> <C> <C>
DIRECTORS:

R. W. Leftwich P.O. Box 2463 Director/Chairman U.S.A.
Houston, Texas 77252-2463

D. J. Palmer P.O. Box 2463 Director British
Houston, Texas 77252-2463

M. Treanor Shell Centre Director British
London, SE1 7NA

OFFICERS:

R. W. Leftwich P.O. Box 2463 President U.S.A.
Houston, Texas 77252-2463

R. W. Bohan P.O. Box 2463 Senior Vice President and General U.S.A.
Houston, Texas 77252-2463 Counsel; Director of Legal

D. J. Palmer P.O. Box 2463 Senior Vice President - Finance U.S.A.
Houston, Texas 77252-2463

J.F. Bridgers P.O. Box 2463 Senior Vice President and General U.S.A.
Houston, Texas 77252-2463 Tax Counsel

D. A. Ayars P.O. Box 2463 Vice President U.S.A.
Houston, Texas 77252-2463

J. D. Culbertson P.O. Box 2463 Vice President U.S.A.
Houston, Texas 77252-2463

R. S. De P.O. Box 2463 Vice President U.S.A.
Houston, Texas 77252-2463

G. E. La Doe Shell Centre Vice President U.S.A.
London
</TABLE>

<PAGE> 14

<TABLE>
<CAPTION>
PRESENT PRINCIPAL
OCCUPATION OR
EMPLOYMENT AND THE
NAME BUSINESS ADDRESS NAME CITIZENSHIP
---- ---------------- ---- -----------

<S> <C> <C> <C>
M. C. McMurray P.O. Box 2463 Vice President U.S.A.
Houston, Texas 77252-2463

E. J. Norris P.O. Box 2463 Vice President U.S.A.
Houston, Texas 77252-2463

R. L. Roberts P.O. Box 2463 Vice President U.S.A.
Houston, Texas 77252-2463

Z.A. Vitenson P.O. Box 2463 Vice President U.S.A.
Houston, Texas 77252-2463

E. V. Phillips P.O. Box 2463 Secretary U.S.A.
Houston, Texas 77252-2463

S. J. Paul P.O. Box 2463 Assistant Secretary U.S.A.
Houston, Texas 77252-2463

W. L. Campbell P.O. Box 2463 Director of Business Development U.S.A.
Houston, Texas 77252-2463

M. R. Keener P.O. Box 2463 Director of Business Development U.S.A.
Houston, Texas 77252-2463

T.E. Doughman P.O. Box 2463 Vice President U.S.A.
Houston, Texas 77252-2463

G.D. Neill P.O. Box 2463 Vice President U.S.A.
Houston, Texas 77252-2463

T.L. Jackson P.O. Box 2463 Head of Deal Operations U.S.A.
Houston, Texas 77252-2463
</TABLE>

<PAGE> 15

SHELL OIL COMPANY

<TABLE>
<CAPTION>
PRESENT PRINCIPAL
OCCUPATION OR
EMPLOYMENT AND
NAME BUSINESS ADDRESS THE NAME CITIZENSHIP
---- ---------------- -------- -----------

<S> <C> <C> <C>
DIRECTORS:

Joseph E. Antonini 1800 W. Maple Road Director; Retired Chairman, U.S.A.
Troy, MI 48084 President and CEO, K-Mart
Corporation

M. Moody-Stuart Shell Centre Director; Chairman & Managing British
2 York Road Director, The "Shell" Transport
London SE1 7NA, England and Trading Company, p.l.c.

Rand V. Araskog 125 Worth Avenue Director; Retired Chairman and U.S.A.
Suite 300 CEO, ITT Corporation
Palm Beach, FL 33480

Harold A. Poling Fairlane Plaza North Director Emeritus; Retired U.S.A.
290 Town Center Drive, Ste. 322 Chairman and CEO, Ford Motor
Dearborn, MI 48126 Company

Robert F. Daniell United Technologies Building Director; Retired Chairman, U.S.A.
755 Main Street United Technologies Corporation
Hartford, CT 06101

Gordon R. Sullivan 2425 Wilson Blvd. Director; President, Association U.S.A.
Arlington, VA 22201 of the U.S. Army

Vilma S. Martinez 355 S. Grand Avenue Director; Partner, Munger, U.S.A.
35th Floor Tolles & Olson LLP
Los Angeles, CA 90071 - 1560

John F. Woodhouse 1390 Enclave Parkway Director; Senior Chairman, Sysco U.S.A.
Houston, TX 77077-2099 Corporation

S. L. Miller P.O. Box 2463 Chairman; President and Chief U.S.A.
Houston, Texas 77252-2463 Executive Officer, Shell Oil
Company
</TABLE>

<PAGE> 16

<TABLE>
<CAPTION>
PRESENT PRINCIPAL
OCCUPATION OR
EMPLOYMENT AND
NAME BUSINESS ADDRESS THE NAME CITIZENSHIP
---- ---------------- -------- -----------

<S> <C> <C> <C>
OFFICERS:

S. L. Miller P.O. Box 2463 President and Chief Executive U.S.A.
Houston, Texas 77252-2463 Officer

S.M. Borches P.O. Box 2463 Vice President - (Corporate U.S.A.
Houston, Texas 77252-2463 Affairs)

N. J. Caruso P.O. Box 2463 Vice President - Finance and U.S.A.
Houston, Texas 77252-2463 Chief Financial Officer

C.A. Lamboley P.O. Box 2463 Vice President, General Counsel U.S.A.
Houston, Texas 77252-2463 and Corporate Secretary

D.H. Ohle P.O. Box 2463 Vice President - (Human U.S.A.
Houston, Texas 77252-2463 Resources)

P.M. Dreckman P.O. Box 2463 Vice President and General Tax U.S.A.
Houston, Texas 77252-2463 Counsel

S. E. Ward 1401 Eye Street, N. W., Suite 1030 Vice President - (Government U.S.A.
Washington, D.C. 20005 Affairs)

S. J. Paul P.O. Box 2463 Assistant Secretary U.S.A.
Houston, Texas 77252-2463

E. V. Phillips P.O. Box 2463 Assistant Secretary U.S.A.
Houston, Texas 77252-2463

R. W. Leftwich P.O. Box 2463 Treasurer U.S.A.
Houston, Texas 77252-2463

G.R. Hullinger P.O. Box 2463 Controller U.S.A.
Houston, Texas 77252-2463
</TABLE>

<PAGE> 17

SHELL PETROLEUM INC.

<TABLE>
<CAPTION>
PRESENT PRINCIPAL
OCCUPATION OR
EMPLOYMENT AND THE
NAME BUSINESS ADDRESS NAME CITIZENSHIP
---- ---------------- ---- -----------

<S> <C> <C> <C>
DIRECTORS:

N. J. Caruso P. O. Box 8985 Director USA
Wilmington, DE 19899

C.A. Lamboley P. O. Box 8985 Director USA
Wilmington, DE 19899

S. L. Miller P. O. Box 8985 Director USA
Wilmington, DE 19899

M. Moody-Stuart P. O. Box 8985 Director and Chairman British
Wilmington, DE 19899

OFFICERS:

M. Moody-Stuart P. O. Box 8985 President British
Wilmington, DE 19899

P.M. Dreckman P. O. Box 8985 Vice President - Tax USA
Wilmington, DE 19899

N. J. Caruso P. O. Box 8985 Treasurer and Controller USA
Wilmington, DE 19899

C.A. Lamboley P. O. Box 8985 Corporate Secretary USA
Wilmington, DE 19899

R. W. Leftwich P. O. Box 8985 Assistant Treasurer USA
Wilmington, DE 19899

L.W. Sutherland P. O. Box 8985 Assistant Controller USA
Wilmington, DE 19899

E. V. Phillips P. O. Box 8985 Assistant Secretary USA
Wilmington, DE 19899

</TABLE>

<PAGE> 18

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------

<S> <C>
Exhibit D Subordinated Credit Agreement, dated as of October 31, 2000,
among Brigham Oil & Gas, L.P., Shell Capital Inc., as agent,
and the lenders signatory thereto (the "Subordinated Credit
Agreement")(filed herewith).

Exhibit E Warrant Agreement, dated as of October 31, 2000, between
Brigham Exploration Company and Shell Capital Inc (filed
herewith).

Exhibit G Amendment No. 1 to Registration Rights Agreement dated as of
October 31, 2000, between Brigham Exploration Company and
Shell Capital Inc. (filed herewith).

Exhibit H Ancillary Agreement dated October 31, 2000 between Shell
Capital and Brigham Oil & Gas, L.P. (filed herewith).

Exhibit L Joint Filing Agreement dated as of November 6, 2000 among
Shell Capital Inc., Shell Oil Company and Shell Petroleum Inc.
(filed herewith).
</TABLE>