UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): May 3, 2005 (May 3, 2005)
BERRY PETROLEUM COMPANY
| DELAWARE (State or Other Jurisdiction of Incorporation or Organization) |
1-9735 (Commission File Number) |
77-0079387 (IRS Employer Identification Number) |
| 5201 TRUXTUN AVE., STE. 300, BAKERSFIELD,
CA (Address of Principal Executive Offices) |
93309 (Zip Code) |
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))
| Item 8.01 | Other Events |
On May 3, 2005 Berry Petroleum Company (the "Company") issued a press release announcing that its Board of Directors had reviewed the 2005 Equity Incentive Plan (the "Plan") and decided to remove paragraph 8(e) from the Plan. With this change, the Company will not buyback, exchange or re-price options without shareholder consent.
The information in this Current Report on Form 8-K and Exhibit 99.1 is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.
| Item 9.01 | Financial Statements and Exhibits |
(c) Exhibits
99.1 Press Release
of Berry Petroleum Company dated May 3, 2005.
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.
| BERRY PETROLEUM COMPANY |
||||
| By: |
/s/ Kenneth A. Olson |
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| Kenneth A. Olson | ||||
| Corporate Secretary | ||||
Date: May 3, 2005
Page 2 of 2
News Release
Berry Petroleum Company
Phone (661) 616-3900
5201 Truxtun Avenue, Suite
300 E-mail: ir@bry.com
Bakersfield, California
93309-0640 Internet:
www.bry.com
Contacts: Robert F. Heinemann, President and CEO - - Ralph J. Goehring,
Executive Vice President and CFO
BERRY PETROLEUM COMPANY MODIFIES ITS 2005 EQUITY INCENTIVE PLAN
Bakersfield, CA - May 03, 2005 - Berry Petroleum Company (NYSE:BRY) announced
that the Board of Directors has reviewed the 2005 Equity Incentive Plan ("Plan")
that is to be brought to a shareholder vote during Berry's Annual Meeting of
Shareholders on May 11, 2005. Berry's Board has deleted paragraph 8(e) to the
Plan. With this change, Berry will not buyback, exchange or re-price options
without shareholder consent.
Berry Petroleum Company is a publicly traded independent oil and gas production
and exploitation company with its headquarters in Bakersfield, California.
This release may contain descriptions of the Company's expectations regarding
future business activities. These forward-looking statements are made in
reliance upon safe harbor provisions of the Private Securities Litigation Reform
Act of 1995. Accordingly, actual results may differ materially from those
contemplated by the forward- looking statements.
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