SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission File Number 1-9735
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
BERRY PETROLEUM COMPANY THRIFT PLAN
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
Berry Petroleum Company
5201 Truxtun Avenue, Suite 300
Bakersfield, California 93309-0640
2
BERRY PETROLEUM COMPANY
THRIFT PLAN
AUDITED FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
For the Years Ended December 31, 1999 and 1998
3
BERRY PETROLEUM COMPANY THRIFT PLAN
December 31, 1999 and 1998
INDEX
Report of Independent Auditors 4
Financial Statements
Statements of Net Assets Available for Benefits 5
Statement of Changes in Net Assets Available for Benefits 6
Notes to Financial Statements 7
Supplemental Schedule
Item 27a - Schedule of Assets Held for Investment Purposes 18
Signatures 19
Consent of Independent Auditors 20
Certifications 21
1
4
INDEPENDENT AUDITOR'S REPORT
To the Administrator of the
Berry Petroleum Company Thrift Plan
We have audited the accompanying statements of net assets available for
benefits of the Berry Petroleum Company Thrift Plan (the "Plan") as of
December 31, 1999 and 1998 and the related statement of changes in net
assets available for benefits for the year ended December 31, 1999. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the Plan
as of December 31, 1999 and 1998 and the changes in net assets available
for benefits for the year ended December 31, 1999, in conformity with
generally accepted accounting principles.
/s/ Daniells, Phillips, Vaughan & Bock
Bakersfield, California
July 10, 2000
2
5
BERRY PETROLEUM COMPANY THRIFT PLAN
Statements of Net Assets Available for Benefits
December 31, 1999 and 1998
1999 1998
ASSETS:
Investments, at contract value
Blended income fund $ 5,291,670 $ 4,977,725
Investments, at fair value 7,713,000 5,824,925
Participant loans 677,706 749,358
Cash, interest bearing 76,609 -
---------- ----------
Net assets available for
benefits $13,758,985 $11,552,008
========== ==========
The accompanying notes are an integral part of these financial statements.
3
6
BERRY PETROLEUM COMPANY THRIFT PLAN
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 1999
ADDITIONS:
Additions to net assets attributable to:
Contributions:
Participants $ 432,353
Employer 310,404
Participant rollover contribution 80,108
Participant loan interest payments 70,397
----------
893,262
----------
Interest and dividends 949,108
Net appreciation in fair value of
investments 535,148
----------
1,484,256
----------
Total additions 2,377,518
----------
DEDUCTIONS:
Deductions from net assets attributable to:
Administrative fees 3,004
Benefits paid to participants 167,537
----------
Total deductions 170,541
----------
Net increase 2,206,977
Net assets available for benefits:
Beginning of year 11,552,008
----------
End of year $13,758,985
==========
The accompanying notes are an integral part of these financial statements.
4
7
BERRY PETROLEUM COMPANY THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
Note 1. Plan Description
The following description of the Berry Petroleum Company Thrift Plan
(the "Plan") is provided for general information purposes only.
Participants should refer to the Plan Agreement for more complete
information.
General
The Plan is a defined contribution plan under Section 401(k) of the
Internal Revenue Code (the "Code"). All employees of Berry Petroleum
Company (the "Company") who have completed six months of service, as
defined in the Plan Agreement, and who are not covered by a collective
bargaining agreement with retirement benefits, are eligible to participate
in the Plan.
In March 1998, the Plan Trustees were notified by Coopers & Lybrand, the
recordkeeper for the Plan, that they would no longer do the recordkeeping
as of September 1, 1998. An evaluation of the Plan and a search for a new
recordkeeper was commenced. The result was that Fidelity Institutional
Retirement Services Inc. ("Fidelity") was appointed the new Plan Trustee
and recordkeeper, on a fully bundled basis, effective July 1, 1998.
Contributions
Employees who elect to participate in the Plan must contribute 6% of
their annual earnings as a basic tax-deferred contribution. The Company
matches 100% of this employee contribution. Effective November 1, 1992,
the Plan was modified to provide for increased Company matching of employee
contributions if certain financial results are achieved. Company matching
contributions will range from 6% to 9% of eligible participating employee
earnings. Matching contributions varied from 6% to 9% in 1999 and 6% to 7%
in 1998. The Plan allows employees to contribute a maximum combined pre-
tax and after-tax deferral of 16%.
Participant and employer contributions are subject to statutory
limitations. Participants vest immediately in their contributions, and
vesting in employer contributions is at a rate of 20% per year of service
during the first five years of employment.
Investment Funds
In conjunction with the change to Fidelity, certain of the mutual funds
were not available as of July 1, 1998 and were replaced by alternative
mutual funds. As of July 1, 1998 the following changes took place:
* All assets in the GAM International Class A Fund were transferred to
Fidelity Diversified International Fund.
* All assets in the T. Rowe Price Equity Income Fund were transferred to
Fidelity Equity Income I Fund.
5
8
BERRY PETROLEUM COMPANY THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
Note 1. Plan Description, continued
Investment Funds, continued
* All assets in the Vanguard Wellesley Income Fund were transferred to
Fidelity Puritan Fund.
* Assets in the existing GIC contracts are being left intact until
maturity, less 3% of each contract for liquidity purposes. The GIC
contracts plus the 3% liquidity portion were combined with Fidelity's
Managed Income Portfolio to form the Blended Income Fund Option. The GIC
contracts mature in December 1999 through 2001 and will be added to the
Managed Income Portfolio as they mature.
In addition to the asset changes noted above, additional investment
options were added, certain provisions of the Plan were changed and a new
Plan was adopted to incorporate those changes. In conjunction with this
change, the Participants have daily access to their account balances
including daily valuations and transfers, rather than quarterly access
under the prior plan. Another change was to allow Berry Petroleum Company
Stock as an investment for both Employer matching funds and Employee
contributions. Also, the Plan allows a maximum of two loans to be
outstanding at one time, rather than the one loan previously allowed.
The investment selections available to participants are as follows:
Berry Petroleum Company Stock Fidelity Puritan Fund
Blended Income Fund Fidelity Spartan U.S. Stock
Index Fund
Fidelity Contrafund Fidelity U.S. Bond Index Fund
Fidelity Diversified Fidelity Freedom Income Fund
International Fund
Fidelity Equity Income I Fund Fidelity Freedom 2000 Fund
Fidelity Growth & Income Fund Fidelity Freedom 2010 Fund
Fidelity Low Priced Stock Fund Fidelity Freedom 2020 Fund
Fidelity Freedom 2030 Fund
Contributions made by or on behalf of Plan participants are invested
monthly and held under a trust agreement in one or more of the investment
funds selected by the Plan Sponsor in accordance with the provisions of the
Plan Agreement and as directed by the participants. Since July 1, 1998,
employees have been able to choose to have their contributions invested in
the Blended Income Fund, Berry Petroleum Company Common Stock and 13 mutual
funds.
The 13 mutual funds available for investments are noted above: Fidelity
Contrafund seeks high capital appreciation, Fidelity Diversified
International seeks capital appreciation investing in equity markets
worldwide but mainly those in the Morgan Stanley EAFE Index, which excludes
the United States, Fidelity Equity Income I is a stock fund seeking capital
appreciation and dividend income that exceeds the yield of the Standard &
Poors 500 Index ("S & P 500 Index"), Fidelity Growth & Income seeks long-
term capital growth, current income and growth of income, consistent with
reasonable investment risk, Fidelity Low Priced Stock seeks capital
appreciation by investing mainly in low-priced common stocks (less than
$35.00 at original purchase), Fidelity Puritan seeks as much income as
possible, consistent with the preservation of capital, by investing in
common stocks, bonds and preferred stock, Fidelity Spartan U. S. Stock
Index is a stock index fund that seeks investment results that correspond
to the total return performance of the S & P 500 Index by duplicating the
investment composition.
6
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BERRY PETROLEUM COMPANY THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
Note 1. Plan Description, continued
Investment Funds, continued
Fidelity U. S. Bond Index seeks to provide investment results that
correspond to the aggregate price and interest performance of the debt
securities of the Lehman Brothers Aggregate Bond Index. Fidelity Freedom
Income seeks a high level of current income with capital appreciation as a
secondary objective. The Fidelity Freedom 2000, 2010, 2020 and 2030 mutual
funds are designed to provide attractive long-term return consistent with
the targeted investment horizon. At December 31, 1999 all of the funds
available have been utilized with the exception of Fidelity Freedom Income.
The Plan had group annuity contracts ("GICs") with John Hancock Mutual
Life Insurance Company ("John Hancock") and United of Omaha Life Insurance
Company ("United of Omaha") during 1999 and 1998. All of the Plan's group
annuity contracts are fully benefit responsive. Each account is credited
with income determined at a fixed interest rate until maturity. These
contracts are included in the financial statements at December 31, 1999 and
1998 at the contract value (which approximates fair market value) as
reported by the insurance companies. The contracts with John Hancock and
the comingled pool account, with total contract values at December 31, 1999
of $3,410,332 and $1,333,394, respectively, represent more than 5% of net
assets available for Plan benefits at December 31, 1999. In addition, the
investments in five mutual funds, Fidelity Contrafund, Fidelity Equity
Income I, Fidelity Growth & Income, Fidelity Diversified International and
Spartan U.S. Equity Index, had fair values of $2,365,784, $810,659,
$897,824, $955,936 and $744,185, respectively, at December 31, 1999 which
each represent more than 5% of net assets available for Plan benefits.
The following table presents a summary of credited interest rates and
average yield information for each of the GICs for the period shown:
1999 1998
Credited Credited
Interest Average Interest Average
Issuer Rate Yield Rate Yield
United of Omaha
Contract #1 8.094% due 8.094% 5.650% due 12/31/98 6.197%
12/31/99 5.833% due 12/31/98
8.094% due 12/31/99
John Hancock
Contract #1 6.68% due 6.68% 6.68% due 12/20/2000 6.68%
12/20/2000
Contract #2 6.17% due 6.17% 6.17% due 12/31/2001 6.17%
12/31/2001
7
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BERRY PETROLEUM COMPANY THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
Note 1. Plan Description, continued
Participant Accounts
Participant statements are prepared and distributed quarterly. However,
the participant can access their account daily with Fidelity's NetBenefits
online service. Each participant's account is credited with the
participant's and the Company's contributions, in addition to the
allocation of any Plan earnings or losses and forfeitures of terminated
participants' nonvested accounts. Earnings or losses are allocated on a
fund by fund basis. Allocations are based on the ratio of the
participant's account balance in each mutual fund to the total assets of
the mutual fund. Allocation of forfeitures is based on service units from
0 to 12 depending on months of service during the year. Only employees who
are active participants at December 31 each year are eligible for the
allocation of forfeitures to their accounts. Forfeitures allocated to
participant accounts for the years ended December 31, 1999 and 1998 totaled
$6,993 and $9,681, respectively.
Participant Loans
Participants are entitled to borrow from their vested account balances in
amounts from $1,000 to $50,000 but not in excess of 50%, of their vested
account balances. Interest is computed based on the prime rate in the Wall
Street Journal on the date of the application, plus 2%. A maximum of two
loans can be outstanding at any one time and each loan must be repaid over
a period of from 1 to 5 years. Each loan is supported by a promissory note
with the participant's account balance as collateral.
Hardship Withdrawals
The Plan allows for hardship withdrawals to pay certain housing, health
or education expenses if the participant does not have other funds
available for these expenses. Internal Revenue Service ("IRS") regulations
require that a participant cannot make contributions to the Plan for 12
months after taking a hardship withdrawal. In addition, participants will
not receive matching contributions or forfeitures for the 12 months they
are ineligible to participate in the Plan.
Payment of Benefits
Upon termination of service due to retirement, death, disability or other
reasons, the participant or beneficiary, in the case of death, can request
withdrawal of his or her account equal to the value of the vested balance
in the participant account, reduced by any unpaid loan balance. If
desired, a participant can leave the account balance in the Plan until the
participant attains age 70 and 1/2 unless the participant's vested account
balance is less than $5,000, in which case the vested account balance would
be distributed to the participant.
Plan Termination
Although it is anticipated that the Plan will remain in effect
indefinitely, the Company has the right to discontinue its contributions
and terminate the Plan subject to the provisions of the Employee Retirement
Income Security Act of 1974. In the event of complete or partial
termination of the Plan, participants become 100% vested in the employer
contributions and earnings thereon. Upon termination of the Plan, all
participants have equal priority in the distribution of any Plan assets in
excess of Plan liabilities.
8
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BERRY PETROLEUM COMPANY THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
Note 1. Plan Description, continued
Trustees and Administration
The Company has entered into a trust agreement with Fidelity Management
Trust Company (Fidelity) to handle duties as the named Trustee for the
Plan. Three officers of the Company: Jerry V. Hoffman, Ralph J. Goehring
and Kenneth A. Olson are the Administrators of the Plan and Berry Petroleum
Company is the Plan Sponsor. The Administrators have the authority to
delegate plan administration duties as necessary. Certain administrative
expenses are paid by the Company. Fidelity, as the Trustee, receives
contributions from the Plan Sponsor, invests and reinvests the Plan's
assets, determines the market value of Plan assets, prepares statements and
processes loans and withdrawals to beneficiaries.
Concentration of Credit Risk
At December 31, 1999, approximately 29% of Plan investments at fair value
are invested in GICs with insurance companies. The following tables
present the concentration of credit risk and current ratings for the
insurers holding group annuity contracts:
Percentage of Total GIC's
Dec 31, Dec 31,
1999 1998
United of Omaha 14% 52 %
John Hancock 86% 48 %
Insurance Company Ratings
Standard Duff &
& Poors Moodys AM Best Phelps
United of Omaha AA- AA3 A AA
John Hancock AA+ AA2 A++ AAA
As noted previously, the group annuity contracts were combined with
Fidelity's Managed Income Portfolio on July 1, 1998 to form the Blended
Income Fund option. At December 31, 1999 the GIC's made up 75% of the
Blended Income Fund balance of $5,291,670.
The Plan has not incurred any losses related to these investments.
Note 2. Summary of Significant Accounting Policies
Basis of Accounting
The Plan's financial statements are prepared using the accrual method of
accounting in accordance with generally accepted accounting principles.
9
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BERRY PETROLEUM COMPANY THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
Note 2. Summary of Significant Accounting Policies, continued
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Investments
Quoted market prices as of the valuation date are used to compute the
fair value of equity securities in the Berry Stock Fund and the 13 mutual
funds. The Plan's investments in GICs are valued at their contract value.
Contract value (which approximates fair value) represents contributions
made under the contract, plus interest earned at contract rates less
withdrawals.
In accordance with the policy of stating Plan assets at their fair value,
the Plan presents the net appreciation (depreciation) in the fair value of
its investments in the statement of changes in net assets, which consists
of the realized gains or losses and the unrealized appreciation
(depreciation) on those investments.
Reclassifications
Certain reclassifications have been made to the 1998 financial statements
to conform with the 1999 presentation, with no effect or change in net
assets available for benefits.
3. Tax Status
On June 7, 1988 the IRS advised the Company that the Plan meets the
requirements of Section 401(a) of the Code, as restated by the Tax Reform
Act of 1986, and is therefore exempt from federal income taxes under
Section 501(a) of the Code. In 1994 conforming amendments, as requested by
the IRS, were made to the Plan Agreement and a favorable determination
letter was issued by them on December 7, 1994.
The Plan has been amended and restated since the receipt of the prior IRS
determination letter of December 7, 1994. The Plan Administrator believes
the Plan is designed and currently being operated in compliance with the
applicable requirements of the Internal Revenue Code.
4. Subsequent Event
On January 4, 2000, the GIC Funds in the contract which matured on
December 31, 1999 at United of Omaha was transferred to Fidelity for the
Blended Income Fund option. The transfer totaled $548,188.
10
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BERRY PETROLEUM COMPANY THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
Note 5. Investments
Fidelity Fidelity
Blended Berry Fidelity Diversified Low Fidelity Spartan
1999 Income Stock Fidelity Equity Fidelity Interna- Priced Growth & US Equity
Fund Fund Contrafund Income I Puritan tional Stock Income Index
--------- ------- ---------- -------- -------- --------- --------- -------- ---------
ASSETS:
Investments, at fair value
Net assets
available for
benefits $5,368,279 $ 644,814 $2,365,784 $ 810,659 $ 265,890 $ 955,936 $ 414,276 $ 897,824 $ 744,185
========= ======== ========= ======== ======== ======== ======== ======== ========
Fidelity Fidelity Fidelity Fidelity Fidelity
Freedom Freedom Freedom Freedom US Bond Loan
2000 2010 2020 2030 Index Account Total
-------- ------- -------- -------- -------- -------- ----------
ASSETS (continued):
Investments, at fair value
Net assets
available for
benefits $ 29,246 $ 82,028 $ 266,310 $ 213,559 $ 22,489 $ 677,706 $13,758,985
======= ======= ======== ======== ======= ======== ==========
Fidelity Fidelity
Blended Berry Fidelity Diversified Low Fidelity Spartan
1998 Income Stock Fidelity Equity Fidelity Interna- Priced Growth & US Equity
Fund Fund Contrafund Income Puritan tional Stock Income Index
--------- ------- ---------- -------- -------- --------- --------- -------- ---------
ASSETS:
Investments, at fair value
Net assets
available for
benefits $4,977,725 $ 373,611 $1,887,354 $ 898,425 $ 381,394 $ 517,066 $ 567,236 $ 765,193 $ 252,514
========= ======== ========= ======== ======== ======== ======== ======== ========
Fidelity Fidelity Fidelity Fidelity Fidelity
Freedom Freedom Freedom Freedom US Bond Loan
2000 2010 2020 2030 Index Account Total
------- -------- -------- -------- -------- ------- ----------
ASSETS (continued):
Investments, at fair value
Net assets
available for
benefits $ 5,109 $ 36,654 $ 30,926 $ 104,123 $ 5,320 $ 749,358 $11,552,008
======= ======= ======= ======== ====== ======== ==========
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BERRY PETROLEUM COMPANY THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
Note 5. Investments (continued)
Fidelity Fidelity
Blended Berry Fidelity Diversified Low Fidelity Spartan
1999 Income Stock Fidelity Equity Fidelity Interna- Priced Growth & US Equity
Fund Fund Contrafund Income I Puritan tional Stock Income Index
--------- ------- ---------- -------- -------- --------- --------- -------- ---------
ADDITIONS TO NET ASSETS:
Contributions from:
Participants $ 19,965 $ 16,679 $ 73,691 $ 22,322 $ 13,900 $ 41,940 $ 28,624 $ 47,959 $ 88,748
Employer 5,161 13,436 52,892 17,607 9,760 31,977 22,706 35,864 62,411
Rollover
Contributions - 368 23,591 7,863 - 368 - 40,054 7,864
Interest and
dividends 318,835 13,364 343,497 85,273 29,585 32,826 30,050 59,756 9,581
Interest from
participant
loans 8,244 1,430 12,041 5,454 1,546 8,897 5,594 7,249 11,125
Net appreciation
(depreciation) in
fair value of
investments - 58,764 116,632 (27,450) (20,242) 259,905 (14,816) 22,645 88,464
Exchanges in 766,255 185,847 264,347 2,000 - 154,180 4,000 55,388 276,084
Forfeiture
activity 6,993 - - - - - - - -
Loan principal
repayment 34,015 5,269 39,070 22,433 4,246 31,643 25,274 22,668 37,301
--------- -------- -------- -------- -------- -------- -------- -------- --------
Total additions 1,159,468 295,157 925,761 135,502 38,795 561,736 101,432 291,583 581,578
--------- -------- -------- -------- -------- -------- -------- -------- --------
DEDUCTIONS:
Administrative
fees 1,125 - 294 681 244 - 91 306 156
Forfeiture
activity - - 2,509 199 - 520 1,728 1,845 -
Benefits paid to
participants 54,570 11 22,213 14,277 7,589 16,542 20,223 17,119 48
Loan withdrawals 79,813 - 21,500 34,681 3,283 5,399 5,444 21,377 9,716
Exchanges out 633,406 23,943 400,815 173,430 143,183 100,405 226,906 118,305 79,987
--------- --------- -------- -------- -------- -------- -------- -------- --------
Total deductions 768,914 23,954 447,331 223,268 154,299 122,866 254,392 158,952 89,907
--------- --------- -------- -------- -------- -------- -------- -------- --------
Net increase
(decrease) 390,554 271,203 478,430 (87,766) (115,504) 438,870 (152,960) 132,631 491,671
Net assets available
for benefits,
beginning of
year 4,977,725 373,611 1,887,354 898,425 381,394 517,066 567,236 765,193 252,514
--------- -------- --------- -------- -------- -------- -------- -------- --------
Net assets available
for benefits,
end of year $5,368,279 $ 644,814 $2,365,784 $ 810,659 $ 265,890 $ 955,936 $ 414,276 $ 897,824 $ 744,185
========= ======== ========= ======== ======== ======== ======== ======== ========
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BERRY PETROLEUM COMPANY THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
Note 5. Investments (continued)
Fidelity Fidelity Fidelity Fidelity Fidelity
Freedom Freedom Freedom Freedom US Bond Loan
1999 2000 2010 2020 2030 Index Account Total
------- -------- --------- -------- -------- --------- -------
ADDITIONS TO NET ASSETS(continued):
Contributions from:
Participants $ 5,249 $ 23,005 $ 28,013 $ 12,424 $ 9,834 $ - $ 432,353
Employer 5,426 15,810 17,617 12,153 7,584 - 310,404
Rollover contributions - - - - - - 80,108
Interest and
dividends 1,364 4,265 11,195 8,607 910 - 949,108
Interest from
participant loans - 2,444 4,063 2,242 68 - 70,397
Net appreciation
(depreciation)
in fair value
of investments 539 6,800 16,524 28,359 (976) - 535,148
Exchanges in 11,559 29,000 146,873 114,776 3,000 - 2,013,309
Forfeiture
activity - - - - - - 6,993
Loan principal
repayment - 5,048 15,580 9,986 577 (253,110) -
------- ------- ------- -------- ------- -------- ----------
Total additions 24,137 86,372 239,865 188,547 20,997 (253,110) 4,397,820
------- ------- ------- -------- ------- -------- ----------
DEDUCTIONS:
Administrative fees - - - 108 - - 3,005
Forfeiture activity - - 192 - - - 6,993
Benefits paid to
participants - - 289 14 - 14,642 167,537
Loan withdrawals - - - 14,887 - (196,100) -
Exchanges out - 40,998 4,000 64,102 3,828 - 2,013,308
------- ------- -------- -------- ------- -------- ----------
Total deductions - 40,998 4,481 79,111 3,828 (181,458) 2,190,843
------- ------- -------- -------- ------- -------- ----------
Net increase
(decrease) 24,137 45,374 235,384 109,436 17,169 (71,652) 2,206,977
Net assets available
for benefits,
beginning of year 5,109 36,654 30,926 104,123 5,320 749,358 11,552,008
------- ------- -------- -------- ------- -------- ----------
Net assets available
for benefits,
end of year $ 29,246 $ 82,028 $ 266,310 $ 213,559 $ 22,489 $ 677,706 $13,758,985
======= ======= ======== ======== ======= ======== ==========
13
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BERRY PETROLEUM COMPANY THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
Note 5. Investments (continued)
Fidelity Fidelity
Blended Berry Fidelity Diversified Low Fidelity Spartan
1998 Income Stock Fidelity Equity Fidelity Interna- Priced Growth & US Equity
Fund Fund Contrafund Income I Puritan tional Stock Income Index
--------- ------- ---------- -------- -------- --------- --------- -------- ---------
ADDITIONS TO NET ASSETS:
Contributions from:
Participants $ 34,496 $ 4,478 $ 73,020 $ 9,798 $ 5,919 $ 16,330 $ 49,169 $ 48,228 $ 28,060
Employer 19,876 23,044 37,573 6,796 3,632 11,032 28,770 27,889 17,765
Rollover
Contributions - - - - - - - - -
Interest and
dividends 326,475 10,466 139,418 34,073 32,788 19,387 46,689 37,477 947
Interest from
participant
loans 16,284 505 9,626 2,556 745 3,901 6,823 5,565 5,701
Net appreciation
(depreciation) in
fair value of
investments - (85,911) 313,283 (48,084) (17,112) (38,041) (44,583) 122,393 33,197
Exchanges in:
Participant 520,783 59,178 165,487 11,260 7,500 - 67,255 110,698 142,728
Plan - - - 966,176 361,471 551,181 - - -
Forfeiture
activity 9,631 - 19 - - - 10 - -
Loan principal
repayment 72,074 1,243 43,962 11,173 4,400 20,344 28,513 32,077 26,449
--------- -------- --------- -------- -------- -------- -------- -------- --------
Total additions 999,619 13,003 782,388 993,748 399,343 584,134 182,646 384,327 254,847
--------- -------- --------- -------- -------- -------- -------- -------- --------
DEDUCTIONS:
Administrative
fees 768 - - 369 188 - 19 181 88
Forfeiture
activity 595 76 1,468 3,775 376 1,674 306 1,333 -
Benefits paid to
participants 1,119,602 140,908 171,473 5,123 2,509 3,816 5,657 14,566 -
Loan withdrawals 328,099 220 71,398 37,494 4,835 2,775 27,468 55,920 1,993
Exchanges out:
Participant 393,374 11,875 159,074 48,562 10,041 58,803 136,698 111,146 252
Plan - - - - - - - - -
--------- -------- --------- -------- -------- -------- -------- -------- --------
Total deductions1,842,438 153,079 403,413 95,323 17,949 67,068 170,148 183,146 2,333
--------- -------- --------- -------- -------- -------- -------- -------- --------
Net increase
(decrease) (842,819) (140,076) 378,975 898,425 381,394 517,066 12,498 201,181 252,514
Net assets available
for benefits,
beginning of
year 5,820,544 513,687 1,508,279 - - - 554,738 564,012 -
--------- -------- --------- -------- -------- -------- -------- -------- --------
Net assets available
for benefits,
end of year $4,977,725 $ 373,611 $1,887,354 $ 898,425 $ 381,394 $ 517,066 $ 567,236 $ 765,193 $ 252,514
========= ======== ========= ======== ======== ======== ======== ======== ========
14
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BERRY PETROLEUM COMPANY THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
Note 5. Investments (continued)
Fidelity Fidelity Fidelity Fidelity Fidelity T. Rowe Vanguard
Freedom Freedom Freedom Freedom US Bond Price Equity Wellesley GAM Loan
1998 2000 2010 2020 2030 Index Income Income Intl. Account Total
------- -------- --------- -------- -------- --------- ------- ------- ------- --------
ADDITIONS TO NET ASSETS(continued):
Contributions from:
Participants $ 1,163 $ 6,723 $ 12,039 $ 6,133 $ 2,856 $ 33,941 $ 9,785 $ 24,643 $ - $ 366,781
Employer 1,070 4,140 6,701 5,668 2,047 17,943 4,142 18,189 - 236,277
Rollover contributions - 311 - - - - - - - 311
Interest and
dividends 163 1,064 718 2,280 77 16,210 13,347 - - 681,579
Interest from
participant loans - 951 2,493 1,017 57 2,876 1,671 2,072 - 62,843
Net appreciation
(depreciation)
in fair value
of investments 213 1,846 2,919 28,111 17 50,249 10,764 88,107 - 417,368
Exchanges in:
Participant 2,500 2,500 1,771 199,022 - 19,000 39,266 18,918 - 1,367,866
Plan - - - - - - - - - 1,878,828
Forfeiture
activity - - - - - 10 14 14 - 9,698
Loan principal
repayment - 19,119 7,465 2,122 266 18,768 11,562 10,348 (309,885) -
------- ------- ------- -------- ------- --------- -------- -------- -------- ----------
Total additions 5,109 36,654 34,106 244,353 5,320 158,997 90,551 162,291 (309,885) 5,021,551
------- ------- ------- -------- ------- --------- -------- -------- -------- ----------
DEDUCTIONS:
Administrative fees - - - 7 - - - - - 1,620
Forfeiture activity - - - - - - - - - 9,603
Benefits paid to
participants - - - - - 80,681 25,616 7,374 92,492 1,669,817
Loan withdrawals - - - 223 - 20,618 15,721 9,934 (576,698) -
Exchanges out:
Participant - - 3,180 140,000 - 113,430 67,911 113,520 - 1,367,866
Plan - - - - - 966,176 361,471 551,181 - 1,878,828
------- ------- ------- -------- ------- --------- -------- -------- -------- ----------
Total deductions - - 3,180 140,230 - 1,180,905 470,719 682,009 (484,206) 4,927,734
------- ------- ------- -------- ------- --------- -------- -------- -------- ----------
Net increase
(decrease) 5,109 36,654 30,926 104,123 5,320 (1,021,908) (380,168) (519,718) 174,321 93,817
Net assets available
for benefits,
beginning of year - - - - - (1,021,908) 380,168 519,718 575,037 11,458,191
------- ------- ------- -------- ------- --------- -------- -------- -------- ----------
Net assets available
for benefits
end of year $ 5,109 $ 36,654 $ 30,926 $ 104,123 $ 5,320 $ - $ - $ - $ 749,358 $11,552,008
======= ======= ======= ======== ======= ========= ======== ======= ======== ==========
15
18
BERRY PETROLEUM COMPANY THRIFT PLAN
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1999
(a)(b) Identity of issue, (c) Description of investment
borrower, lessor, or similar including maturity date,
party rate of interest, collateral, (e) Current
par or maturity value Value
John Hancock Mutual Life Insurance Company:
Contract 8829 GAC 6.68%, due 12-20-2000 $ 1,733,208
Contract 9605 GAC 6.17%, due 12-31-2001 1,677,124
---------
Total John Hancock 3,410,332
Fidelity Comingled Pool Account 1,333,394
United of Omaha Life
Insurance Company
Contract 39WM-10700 8.09%, due 12-31-99 547,944
----------
Total Blended Income Fund 5,291,670
----------
Fidelity Institutional Money Market 76,609
----------
* Berry Petroleum Company Berry Stock Account - 644,814
($.01 par value) Class A Common Stock
(42,632 shares)
Fidelity Contrafund Mutual Fund 2,365,784
Fidelity Diversified Mutual Fund 955,936
International
Fidelity Growth & Income Mutual Fund 897,824
Fidelity Equity Income Mutual Fund 810,659
Spartan US Equity Index Mutual Fund 744,185
Fidelity Low Priced Stock Mutual Fund 414,276
Fidelity Puritan Mutual Fund 265,890
Fidelity Freedom 2000 Mutual Fund 29,246
Fidelity Freedom 2010 Mutual Fund 82,028
Fidelity Freedom 2020 Mutual Fund 266,310
Fidelity Freedom 2030 Mutual Fund 213,559
Fidelity US Bond Index Mutual Fund 22,489
----------
Total Investments at Fair Value 7,713,000
----------
Total Investments $ 13,081,279
==========
Participant loans Interest bearing loans $ 677,706
at prime rate plus 2%; ==========
interest rates on outstanding
loans range from 9.75% to 11.0%.
* Party in interest
19
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee
benefit plan) have duly caused this annual report to be signed on
its behalf by the undersigned thereunto duly authorized.
BERRY PETROLEUM COMPANY THRIFT PLAN
By /s/ Jerry V. Hoffman
Name: Jerry V. Hoffman
Title: Member of 401(k) Administrative Committee
By /s/ Ralph J. Goehring
Name: Ralph J. Goehring
Title: Member of 401(k) Administrative Committee
By /s/ Kenneth A. Olson
Name: Kenneth A. Olson
Title: Member of 401(k) Administrative Committee
September 30, 2003
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration
Statement No. 333-62871 of Berry Petroleum Company on Form S-
8 of our report dated July 10, 2000, appearing in this
Annual Report on Form 11-K of the Berry Petroleum Company
Thrift Plan for the year ended December 31, 1999.
/s/ Daniells Phillips Vaughan & Bock
Bakersfield, California
September 30, 2003
Certification of CEO Pursuant to
18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Annual Report of The Berry Petroleum
Company Thrift Plan (the "Plan") on Form 11-K for the year ended
December 31, 1999 as filed with the Securities and Exchange
Commission (the "Report"), I, Jerry V. Hoffman, as Chairman,
President and Chief Executive Officer of the Berry Petroleum
Company, hereby certify, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, that to the best of my knowledge, that:
(1) The Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in
all material respects, the financial condition and results
of operations of the Plan.
/s/ Jerry V. Hoffman
Jerry V. Hoffman
Chairman, President and Chief Executive Officer
September 30, 2003
Exhibit 32.1
Certification of CEO Pursuant to
18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Annual Report of The Berry Petroleum
Company Thrift Plan (the "Plan") on Form 11-K for the year ended
December 31, 1999 as filed with the Securities and Exchange
Commission (the "Report"), I, Ralph J. Goehring, as Senior Vice
President and Chief Financial Officer of the Berry Petroleum
Company, hereby certify, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, that to the best of my knowledge, that:
(1) The Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in
all material respects, the financial condition and results
of operations of the Plan.
/s/ Ralph J. Goehring
Ralph J. Goehring
Senior Vice President and Chief Financial Officer
September 30, 2003
Exhibit 32.2