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 20, 2006 (October 20,
2006)
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
On October
20, 2006, Berry
Petroleum Company distributed a news release announcing the
pricing of its senior
subordinated notes due 2016.
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
(d)
Exhibits
99.1
- News Release by Berry Petroleum Company dated October 20, 2006,
titled "Berry Petroleum Announces Pricing of Senior Subordinated Notes."
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
20, 2006
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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
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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 ANNOUNCES PRICING OF
SENIOR SUBORDINATED NOTES
Bakersfield,
California, October 20, 2006
- Berry
Petroleum Company (NYSE:BRY) announced today that it has priced
its offering of
$200 million aggregate principal amount of Senior Subordinated
Notes Due 2016,
which will bear interest at a rate of 8.25% per year and are being
sold at
par. Berry expects to close the sale of the notes on October 24, 2006,
subject to the satisfaction of customary closing conditions.
J.P.
Morgan Securities Inc., Citigroup Global Markets Inc., Wells Fargo
Securities,
LLC and Goldman, Sachs & Co., are acting as joint book-running managers for
the notes offering. A copy of the prospectus supplement and accompanying
prospectus for the offering may be obtained on the SEC website
at www.sec.gov.
Alternatively, the underwriters will arrange to send you the prospectus
supplement if you request it by contacting J.P. Morgan Securities
Inc. at 270
Park Avenue, 8th Floor, New York, New York 10017, attention Syndicate
Desk.
About
Berry Petroleum
Berry
Petroleum is an independent energy company headquartered in Bakersfield,
California. The Company is engaged in the production, development,
acquisition, exploitation of, and exploration for crude oil and
natural gas
primarily in California, Utah and Colorado. For further information,
please
visit www.bry.com.
This
announcement is neither an offer to sell nor a solicitation of
an offer to buy
any of the senior subordinated notes referred to above. An offering
of any such
securities will be made only by means of a prospectus. Any such
prospectus shall
not constitute an offer to sell or the solicitation of an offer
to buy such
securities in any state or jurisdiction in which such offer, solicitation
or
sale would be unlawful.
Forward-Looking
Statements
This
release contains forward-looking statements concerning our expectations
about
the offering of the notes. These statements relate to future events.
These
statements are only predictions and involve known and unknown risks,
uncertainties and other factors, including those discussed under
“Risk factors”
in the prospectus supplement and accompanying prospectus for the
offering, which
could cause our actual results to differ from those projected in
any
forward-looking statements we make. Forward-looking statements
speak only as of
the date of such statement. We do not plan to publicly update or
revise any
forward-looking statements after we distribute this prospectus,
whether as a
result of any new information, future events or otherwise. Readers
should not
place undue reliance on our forward-looking statements.
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