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): October 22, 2007
BERRY
PETROLEUM COMPANY
(Exact
Name of Registrant as Specified in its Charter)
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DELAWARE
(State
or Other Jurisdiction of
Incorporation
or Organization)
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1-9735
(Commission
File Number)
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77-0079387
(IRS
Employer
Identification
Number)
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5201
TRUXTUN AVE., STE. 300, BAKERSFIELD, CA
(Address
of Principal Executive Offices)
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93309
(Zip
Code)
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Registrant’s
telephone number, including area code: (661)
616-3900
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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1
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Item
7.01. Regulation FD Disclosure
Formation
of a Limited Partnership
On
October 22, 2007, Berry Petroleum Company (“Berry”), issued a press release, a
copy of which is furnished as Exhibit 99.1, announcing its intention
to pursue
an initial public offering of units representing limited partner interests
of a
master limited partnership subsidiary being formed by Berry to own certain
of
Berry’s long-lived oil and natural gas properties.
Berry’s
announcement shall not constitute an offer to sell or the solicitation
of an
offer to buy any securities. Any offers, solicitations of offers to buy,
or any
sales of securities will only be made in accordance with the registration
requirements of the Securities Act of 1933 or an exemption
therefrom.
In
accordance with general instruction B.2 to Form 8-K, such information
is being
“furnished” and shall not be deemed “filed” with the Securities and Exchange
Commission for purposes of Section 18 of the Securities Exchange Act
of 1934 or
otherwise subject to the liabilities of that section, nor shall such
information
be deemed incorporated by reference in any other filing under the Securities
Act
of 1933.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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Exhibit
No.
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Description
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99.1
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News
Release dated October 22, 2007 titled "Berry Petroleum to form
Master Limited Partnership."
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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 hereto
duly authorized.
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BERRY
PETROLEUM COMPANY
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By:
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/s/ Kenneth
A. Olson
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Kenneth
A. Olson
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Corporate
Secretary
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Date: October
22, 2007
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2
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Berry
Petroleum Company News
Contact:
Berry Petroleum Company
5201
Truxtun Ave., Ste.
300
Bakersfield,
CA 93309
1-661-616-3900
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Contacts:
Robert F. Heinemann, President and CEO - - Ralph J. Goehring, Executive
Vice President and CFO
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Berry
Petroleum Company to Form Master Limited Partnership
Bakersfield,
Calif. -- (BUSINESS WIRE) -- October 22, 2007--
Berry
Petroleum Company (Berry) (NYSE:BRY) today announced plans
to form a master limited partnership (MLP) and intends to
proceed with an
initial public offering of common units representing limited
partner interests
in the MLP. The MLP is expected to own certain of Berry Petroleum’s
long-lived oil and natural gas properties.
Berry
expects to file a registration statement with the U.S.
Securities and Exchange
Commission for the initial public offering of common
units of the MLP during the
fourth quarter of 2007 and anticipates that the offering
will be made during the
first half of 2008. Approximately $125 million to $175
million of common units
are expected to be offered to the public. Berry intends
to use the net proceeds
from the offering primarily to reduce its debt and for
the acceleration of
certain development projects. Berry will own the general
partner of the MLP and
is expected to retain a significant interest in the MLP
at the close of the
initial public offering.
This
announcement shall not constitute an offer to sell or
the solicitation of an
offer to buy any securities, nor shall there be any sale
of any securities in
any state or jurisdiction in which the offer, solicitation
or sale of securities
would be unlawful. The securities will only be offered
and sold pursuant to a
registration statement filed under the Securities Act
of 1933, as
amended.
About
Berry Petroleum Company
Berry
Petroleum Company is a publicly traded independent oil
and gas production and
exploitation company with its headquarters in Bakersfield,
California.
Any
statements in this news release that are not historical
facts are
forward-looking statements that involve risks and uncertainties,
including,
among other things, that the MLP will not be formed,
will not complete an
offering of securities and will not complete such actions
on the timetable
indicated. Words
such as "plans,” “anticipates," "will," "expect," and forms of those words
and
others indicate forward-looking statements. Important factors which
could affect actual results are discussed in PART 1,
Item 1A. Risk Factors of
Berry's 2006 Form 10-K filed with the Securities and
Exchange Commission on
February 28, 2007 under the heading "Other Factors Affecting
the Company's
Business and Financial Results" in the section titled
"Management's Discussion
and Analysis of Financial Condition and Results of
Operations".
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