UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
[X] Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 2002
Commission file number 1-9735
BERRY PETROLEUM COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 77-0079387
(State of incorporation or organization) (I.R.S. Employer
Identification Number)
5201 Truxtun Avenue, Suite 300
Bakersfield, California 93309
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (661) 616-3900
(Former name, former address and former fiscal year, if changed
since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange
on which registered
Class A Common Stock, $.01 par value New York Stock Exchange
(including associated stock purchase rights)
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the registrant is an
accelerated filer (as defined in Rule 12b-2 of the Act).
YES [X] NO [ ]
As of February 14, 2003, the registrant had 20,860,070
shares of Class A Common Stock outstanding and the aggregate
market value of the voting stock held by nonaffiliates was
approximately $244,242,617. This calculation is based on the
closing price of the shares on the New York Stock Exchange on
February 14, 2003 of $15.60. The registrant also had 898,892
shares of Class B Stock outstanding on February 14, 2003, all of
which is held by an affiliate of the registrant.
DOCUMENTS INCORPORATED BY REFERENCE
Part III is incorporated by reference from the registrant's
definitive Proxy Statement for its Annual Meeting of Shareholders
to be filed, pursuant to Regulation 14A, no later than 120 days
after the close of the registrant's fiscal year.
BERRY PETROLEUM COMPANY
TABLE OF CONTENTS
Page
Explanatory Note 3
Item 8. Financial Statements and Supplementary Data
Report of PricewaterhouseCoopers, LLP,
Independent Accountants 4
Certification of Chief Executive Officer 5
Certification of Chief Financial Officer 6
Exhibit Index 7
Signatures 8
2
BERRY PETROLEUM COMPANY
FORM 10-K/A
Amendment No. 1
Explanatory Note
On March 12, 2003, the Registrant filed its Form 10-K on
Edgar with the Securities and Exchange Commission. This Form 10-
K inadvertently contained errors in the first sentence for the
wording used for the Opinion Page for the Independent Accountants.
The correct wording for the Report of PricewaterhouseCoopers LLP,
Independent Accountants is included in this Form 10-K/A.
The Form 10-K filed also contained an incorrect reference in
the Section 302 Certifications from the CEO and CFO under number
2 to a quarterly rather than an annual report. Those
certifications are enclosed herewith with the correction made in
this Form 10-K/A.
All other information contained in our original Form 10-K
filing remains unchanged.
3
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholders and Board of Directors
Berry Petroleum Company
In our opinion, the accompanying balance sheets and the related
statements of income, comprehensive income, shareholders' equity
and cash flows present fairly, in all material respects, the
financial position of Berry Petroleum Company at December 31,
2002 and 2001, and the results of its operations and its cash
flows for each of the three years in the period ended December
31, 2002 in conformity with accounting principles generally
accepted in the United States of America. These financial
statements are the responsibility of the Company's management;
our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally
accepted in the United States of America, which require that we
plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the
overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
February 12, 2003
4
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Jerry V. Hoffman, Chairman, President and Chief Executive
Officer of Berry Petroleum Company, certify that:
1. I have reviewed this annual report on Form 10-K of Berry
Petroleum Company;
2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for,
the periods presented in this annual report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant is made
known to us by others within the registrant, particularly during
the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors:
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have
indicated in this annual report whether or not there were
significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the
date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material
weaknesses.
Date: March 10, 2003
/s/ Jerry V. Hoffman
Jerry V. Hoffman
Chairman, President and
Chief Executive Officer
5
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Ralph J. Goehring, Senior Vice President and Chief Financial
Officer of Berry Petroleum Company, certify that:
1. I have reviewed this annual report on Form 10-K of Berry
Petroleum Company;
2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for,
the periods presented in this annual report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant is made
known to us by others within the registrant, particularly during
the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors:
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have
indicated in this annual report whether or not there were
significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the
date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material
weaknesses.
Date: March 10, 2003
/s/ Ralph J. Goehring
Ralph J. Goehring
Senior Vice President and
Chief Financial Officer
6
Exhibit Index
Exhibit Description of Exhibit Page
No.
99.01 Certification of Chief Executive Officer (pursuant to 9
Section 906 of the Sarbanes-Oxley Act of 2002)
99.02 Certification of Chief Financial Officer (pursuant to 10
Section 906 of the Sarbanes-Oxley Act of 2002)
7
BERRY PETROLEUM COMPANY
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 thereunto duly authorized.
BERRY PETROLEUM COMPANY
/s/ JERRY V. HOFFMAN
JERRY V. HOFFMAN
Chairman of the Board, Director,
President and Chief
Executive Officer
/s/ RALPH J. GOEHRING
RALPH J. GOEHRING
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
/s/ DONALD A. DALE
DONALD A. DALE
Controller
(Principal Accounting Officer)
Date: March 18, 2003
8
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Jerry V. Hoffman, Chairman, President and Chief Executive
Officer of Berry Petroleum Company, certify that:
1. I have reviewed this amendment to the annual report on Form 10-
K/A of Berry Petroleum Company;
2. Based on my knowledge, this annual report, as amended, does
not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this annual
report, as amended;
Date: March 18, 2003
/s/ Jerry V. Hoffman
Jerry V. Hoffman
Chairman, President and
Chief Executive Officer
Exhibit 99.01
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Ralph J. Goehring, Senior Vice President and Chief Financial
Officer of Berry Petroleum Company, certify that:
1. I have reviewed this amendment to the annual report on Form 10-
K/A of Berry Petroleum Company;
2. Based on my knowledge, this annual report, as amended, does
not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this annual
report, as amended;
Date: March 18, 2003
/s/ Ralph J. Goehring
Ralph J. Goehring
Senior Vice President and
Chief Financial Officer
Exhibit 99.02