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
BERRY PETROLEUM COMPANY
THRIFT PLAN
AUDITED FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
For the Years Ended December 31, 1998 and 1997
BERRY PETROLEUM COMPANY THRIFT PLAN
December 31, 1998 and 1997
INDEX
Report of Independent Auditors 4
Financial Statements
Statements of Net Assets Available for Benefits 5
Statements of Changes in Net Assets Available for Benefits 6
Notes to Financial Statements 7
Supplemental Schedules
Item 27a - Schedule of Assets Held for
Investment Purposes 18
Item 27d - Schedule of Reportable Transactions 19
Signatures 20
Consent of Independent Auditors 21
Certifications 22
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 the
benefits of the Berry Petroleum Company Thrift Plan (the "Plan") as of
December 31, 1998 and 1997 and the related statements of changes in net
assets available for benefits for the years then ended. 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 of 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
provides 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, 1998 and 1997 and the changes in net assets
available for benefits for the years then ended, in conformity with
generally accepted accounting principles.
/s/ Daniells, Phillips, Vaughan & Bock
Bakersfield, California
June 28, 1999
BERRY PETROLEUM COMPANY THRIFT PLAN
Statements of Net Assets Available for Benefits
December 31, 1998 and 1997
1998 1997
ASSETS:
Investments, at contract value
Blended income fund $ 4,977,725 $ -
Group annuity contracts - 5,819,805
Investments, at fair value 5,824,925 5,055,106
Participant loans 749,358 575,037
Cash, interest bearing - 8,243
---------- ----------
Net assets available for benefits $11,552,008 $11,458,191
========== ==========
The accompanying notes are an integral part of these financial statements.
3
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BERRY PETROLEUM COMPANY THRIFT PLAN
Statements of Changes in Net Assets Available for Benefits
Years Ended December 31, 1998 and 1997
ADDITIONS TO NET ASSETS: 1998 1997
Contributions from:
Participants $ 366,781 $ 389,441
Employer 236,277 295,021
Participant rollover
contribution 311 88,233
Interest and dividends 744,422 799,023
Forfeiture activity 95 -
Net appreciation in
fair value of investments 417,368 540,362
---------- ----------
Total additions 1,765,254 2,112,080
---------- ----------
DEDUCTIONS:
Loan administrative fees 1,620 -
Benefits paid to participants 1,669,817 423,114
---------- ----------
Total deductions 1,671,437 423,114
---------- ----------
Net increase 93,817 1,688,966
Net assets available for benefits,
beginning of year 11,458,191 9,769,225
Net assets available for benefits, ---------- ----------
end of year $11,552,008 $11,458,191
========== ==========
The accompanying notes are an integral part of these financial statements.
4
7
BERRY PETROLEUM COMPANY THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
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 7% in 1998 and 6% to 9%
in 1997. The participant could also contribute an additional 1% to 4% as a
supplemental tax-deferred contribution and an additional 1% to 4% as an
after-tax contribution. On January 1, 1998, the Plan was amended to allow
employees to contribute a maximum combined pre-tax and after-tax deferral
of 16% from the previous combined 14% maximum.
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
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BERRY PETROLEUM COMPANY THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
1. Plan Description (cont'd)
Investment Funds (cont'd)
* 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 1998 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 on July 1, 1998 were
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. As of December 31,
1998, employees were 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
1. Plan Description (cont'd)
Investment Funds (cont'd)
The Fidelity U. S. Bond Index Fund 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. The Fidelity
Freedom Income Fund seeks a high level of current income with capital
appreciation as a secondary objective. The Fidelity Freedom Funds are
designed to provide attractive long-term return consistent with the
targeted investment horizon. At December 31, 1998 all of the funds
available have been utilized with the exception of the Fidelity Freedom
Income Fund.
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 1998 and 1997. 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, 1998 and
1997 at the contract value (which approximates fair market value) as
reported by the insurance companies. The contracts with United of Omaha
and John Hancock, with total contract values at December 31, 1998 of
$2,509,805 and $2,349,022, respectively, represent more than 5% of net
assets available for Plan benefits at December 31, 1998. In addition, the
investments in three mutual funds, Fidelity Contrafund, Fidelity Equity
Income I and Fidelity Growth & Income, had fair values of $1,887,354,
$898,425 and $765,193, respectively, at December 31, 1998 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:
1998 1997
Credited Credited
Interest Average Interest Average
Issuer Rate Yield Rate Rate
United of Omaha
Contract #1 - - 8.900% due 12/31/97 8.900%
Contract #2 5.650% due 12/31/98 6.197% 5.650% due 12/31/98 6.197%
5.833% due 12/31/98 5.833% due 12/31/98
8.094% due 12/31/99 8.094% due 12/31/99
John Hancock
Contract #1 6.68% due 12/20/2000 6.68% 6.68% due 12/20/2000 6.68%
Contract #2 6.17% due 12/31/2001 6.17% 6.17% due 12/31/2001 6.17%
7
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BERRY PETROLEUM COMPANY THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
1. Plan Description (cont'd)
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, 1998 and 1997 totaled
$9,681 and $5,841, 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
1. Plan Description (cont'd)
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, 1998, approximately 42% 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, 1998 Dec 31, 1997
United of Omaha 52% 52%
John Hancock 48% 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, 1998 the GIC's made up 98% of the
Blended Income Fund balance of $4,977,725.
The Plan has not incurred any losses related to these investments.
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
2. Summary of Significant Accounting Policies (cont'd)
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 1997 financial statements
to conform with the 1998 presentation, with no effect or change in net
assets available for benefits.
3. Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefits as
shown in the accompanying financial statements to those shown in the Form
5500 at December 31:
1998 1997
Net assets available for plan benefits as
reported in the accompanying
financial statements $ 11,552,008 $ 11,458,191
Less amount allocated to withdrawing
participants - 933,588
----------- -----------
Net assets available for benefits
as reported in the Form 5500 $ 11,552,008 $ 10,524,603
=========== ===========
The following is a reconciliation of benefits paid to participants as
shown in the accompanying financial statements to those shown in the Form
5500 for the year ended December 31, 1998:
Benefits paid to participants per the
accompanying financial statements $ 1,669,817
Less amounts allocated to withdrawing
participants at 12-31-97 (933,588)
Plus amounts allocated to withdrawing
participants at 12-31-98 -
----------
Benefits paid to participants as reported
in the Form 5500 $ 736,229
==========
10
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BERRY PETROLEUM COMPANY THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
4. 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.
5. Subsequent Events
On January 4, 1999 the GIC Funds in contracts which matured December 31,
1998 at United of Omaha were transferred to Fidelity for the Blended Income
Fund option. This transfer totaled $2,003,863. On January 20, 1999,
Fidelity transferred $857,987 to John Hancock to fulfill the contract
obligations of the Plan to fund Contract GAC 9605 with a total of
$1,500,000. The remaining $1,145,876 was left in the Blended Income Fund
option for the Plan.
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BERRY PETROLEUM COMPANY THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
Note 5. Investments
Fidelity Fidelity
Blended Berry Fidelity Diversified Low Fidelity
1998 Income Stock Fidelity Equity Fidelity Interna- Priced Growth &
Fund Fund Contrafund Income I Puritan tional Stock Income
--------- ------- ---------- -------- -------- --------- --------- --------
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
========== ======== ========= ======== ======== ======== ========= ========
Fidelity Fidelity Fidelity Fidelity Spartan Fidelity
Freedom Freedom Freedom Freedom US Equity US Bond Loan
2000 2010 2020 2030 Index Index Account Total
-------- ------- -------- -------- -------- -------- -------- --------
ASSETS (continued):
Investments, at fair value
Net assets available for
benefits $ 5,109 $ 36,654 $ 30,926 $ 104,123 $ 252,514 $ 5,320 $ 749,358 $11,552,008
======= ======= ======= ======== ======== ======= ======== ==========
T. Rowe
Group Berry Fidelity Price Vanguard GAM Fidelity Fidelity
1997 Annuity Stock Contra- Equity Wellesley Inter- Low Priced Growth & Loan
Contracts Fund fund Income Income national Stock Income Account Total
--------- ------- --------- --------- --------- -------- --------- ------- -------- ---------
ASSETS:
Investments,
at fair value $5,819,805 $ 505,688 $1,508,915 $1,021,079 $ 380,585 $ 519,765 $ 554,089 $ 564,985 $ 575,037 $11,449,948
Cash, interest
bearing - 8,243 - - - - - - - 8,243
Transfers
pending 739 (244) (536) 829 (417) (47) 649 (973) - -
Net assets ----------- -------- --------- --------- -------- -------- -------- -------- -------- ----------
available for
benefits $5,820,544 $ 513,687 $1,508,379 $1,021,908 $ 380,168 $ 519,718 $ 554,738 $ 564,012 $575,037 $11,458,191
=========== ======== ========= ========== ======== ======== ======== ======== ======== ==========
12
Fidelity Fidelity
Blended Berry Fidelity Diversified Low Fidelity Fidelity
1998 Income Stock Fidelity Equity Fidelity Interna- Priced Growth & Freedom
Fund Fund Contrafund Income Puritan tional Stock Income 2000
--------- ------- ---------- -------- -------- --------- --------- -------- ---------
ADDITIONS TO NET ASSETS:
Contributions from:
Participants $ 34,496 $ 4,478 $ 73,020 $ 9,798 $ 5,919 $ 16,330 $ 49,169 $ 48,228 $ 1,163
Employer 19,876 23,044 37,573 6,796 3,632 11,032 28,770 27,889 1,070
Rollover
Contributions - - - - - - - - -
Interest and
dividends 326,475 10,466 139,418 34,073 32,788 19,387 46,689 37,477 163
Interest from
participant
loans 16,284 505 9,626 2,556 745 3,901 6,823 5,565 -
Net appreciation
(depreciation) in
fair value of
investments - (85,911) 313,283 (48,084) (17,112) (38,041) (44,583) 122,393 213
Forfeiture
activity 9,036 (76) (1,449) (3,775) (376) (1,674) (296) (1,333) -
Loan activity (256,025) 1,023 (27,436) 26,321 (435) 17,569 1,045 (23,843) -
--------- ------- -------- -------- -------- ------- -------- ------- -------
Total additions 150,142 (46,471) 544,035 (24,957) 25,161 28,504 87,617 216,376 2,609
--------- ------- -------- -------- -------- ------- -------- ------- -------
DEDUCTIONS:
Administrative fees 768 - - 369 188 - 19 181 -
Benefits paid to
participants 1,119,602 140,908 171,473 5,123 2,509 3,816 5,657 14,566 -
--------- --------- -------- -------- -------- ------- ------- -------- -------
Total deductions1,120,370 140,908 171,473 5,492 2,697 3,816 5,676 14,747 -
--------- --------- -------- -------- -------- ------- ------- -------- -------
Net increase (decrease)
before interfund
transfer (970,228) (187,379) 372,562 (30,449) 22,464 24,688 81,941 201,629 2,609
Interfund transfers
(participants) 127,409 47,303 6,413 (37,302) (2,541) (58,803) (69,443) (448) 2,500
Interfund transfers
(Plan) - - - 966,176 361,471 551,181 - - -
--------- -------- ------- ------- ------- ------- ------- -------- -------
Net Increase
(decrease) (842,819) (140,076) 378,975 898,425 381,394 517,066 12,498 201,181 5,109
Net assets available
for benefits,
beginning of
year 5,820,544 513,687 1,508,379 - - - 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 $ 5,109
========= ========= ========= ========= ======== ======== ========= ======== =======
13
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BERRY PETROLEUM COMPANY THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
Spartan T. Rowe Vanguard
Fidelity Fidelity Fidelity US Equity Fidelity Price Welle-
Freedom Freedom Freedom Index US Bond Equity sley GAM Loan
1998 2010 2020 2030 Fund Index Income Income Intl. Account Total
------- ------- ------- ------- ------- -------- ------- -------- ------- --------
ADDITIONS TO NET ASSETS(continued):
Contributions from:
Participants $ 6,723 $ 12,039 $ 6,133 $ 28,060 $ 2,856 $ 33,941 $ 9,785 $ 24,643 $ - $ 366,781
Employer 4,140 6,701 5,668 17,765 2,047 17,943 4,142 18,189 - 236,277
Rollover
contributions 311 - - - - - - - - 311
Interest and
dividends 1,064 718 2,280 947 77 16,210 13,347 - - 681,579
Interest from
participant loans 951 2,493 1,017 5,701 57 2,876 1,671 2,072 - 62,843
Net appreciation
(depreciation)
in fair value
of investments 1,846 2,919 28,111 33,197 17 50,249 10,764 88,107 - 417,368
Forfeiture
activity - - - - - 10 14 14 - 95
Loan activity 19,119 7,465 1,899 24,456 266 (1,850) (4,159) 414 266,813
------- ------- -------- -------- ------ ---------- -------- -------- --------- ---------
Total additions 34,154 32,335 45,108 110,126 5,320 119,379 35,564 133,439 266,813 1,765,254
------- ------- -------- -------- ------ ---------- -------- -------- --------- ---------
DEDUCTIONS:
Loan fees - - 7 88 - - - - - 1,620
Benefits paid
to participants - - - - - 80,681 25,616 7,374 92,492 1,669,817
------- ------- -------- -------- ------ ---------- -------- -------- --------- ---------
Total deductions - - 7 88 - 80,681 25,616 7,374 92,492 1,671,437
------- ------- -------- -------- ------ ---------- -------- -------- --------- ---------
Net increase
(decrease)
before interfund
transfers 34,154 32,335 45,101 110,038 5,320 38,698 9,948 126,065 174,321 93,817
Interfund transfers
(participant) 2,500 (1,409) 59,022 142,476 - (94,430) (28,645) (94,602) - -
Interfund transfers
(Plan) - - - - - (966,176) (361,471) (551,181) - -
------- ------- ------- -------- ------ ---------- -------- -------- -------- ---------
Net increase
(decrease) 36,654 30,926 104,123 252,514 5,320 (1,021,908) (380,168) (519,718) 174,321 93,817
Net assets
available for
benefits,
beginning of year - - - - - 1,021,908 380,168 519,718 575,038 11,458,191
------- ------- -------- -------- ------ ---------- -------- -------- -------- ----------
Net assets
available
for benefits
end of year $ 36,654 $ 30,926 $ 104,123 $ 252,514 $ 5,320 $ - $ - $ - $ 749,358 $11,552,008
======= ======= ======== ======== ====== ========== ======== ======== ======== ==========
14
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BERRY PETROLEUM COMPANY THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
6. Investments (continued) T. Rowe
Group Berry Price Vanguard GAM Fidelity Fidelity
Annuity Stock Fidelity Equity Wellesley Inter- Low Priced Growth & Loan
1997 Contracts Fund Contrafund Income Income national Stock Income Account Total
-------- ------- --------- -------- -------- --------- -------- -------- ------- --------
ADDITIONS TO NET
ASSETS:
Contributions from:
Participants $ 89,728 $ - $ 91,351 $ 59,234 $ 21,752 $ 31,549 $ 50,714 $ 45,113 $ - $ 389,441
Employer 56,436 52,257 50,059 42,253 10,533 26,027 28,452 29,004 - 295,021
Rollover contributions 86,789 - 289 433 289 144 289 - - 88,233
Interest and
dividends 375,904 11,377 141,475 95,651 41,124 22,738 34,436 22,448 - 745,153
Interest from
participant loans 25,484 - 7,236 5,188 2,916 2,512 5,950 4,584 - 53,870
Net appreciation
(depreciation)
in fair value
of investments - 82,943 122,294 105,269 19,525 65,958 59,755 84,618 - 540,362
Loan activity (85,097) - 2,684 21,614 5,078 2,220 16,960 8,041 28,050 -
--------- ------- ------- -------- ------- -------- --------- -------- -------- ----------
Total additions 549,244 146,577 415,388 329,642 101,217 151,148 196,556 193,808 28,050 2,112,080
--------- ------- ------- -------- ------- -------- --------- -------- -------- ----------
DEDUCTIONS:
Benefits paid to
participants 274,532 5,975 39,582 5,820 2,028 20,814 22,605 21,105 30,653 423,114
--------- ------- -------- --------- -------- -------- --------- -------- -------- ----------
Total deductions 274,532 5,975 39,582 5,820 2,028 20,814 22,605 21,105 30,653 423,114
--------- ------ -------- --------- -------- -------- --------- -------- -------- ----------
Net increase
(decrease) before
interfund transfers 274,712 140,602 375,806 323,822 99,189 130,334 173,951 172,703 (2,153) 1,688,966
Interfund transfers (424,276) 13,188 (51,634) 82,427 13,804 145,886 89,233 131,372 - -
--------- ------ -------- --------- -------- -------- --------- -------- -------- ----------
Net increase(decrease (149,564) 153,790 324,172 406,249 112,993 276,220 263,184 304,075 (2,153) 1,688,966
Net assets available
for benefits,
beginning of year 5,970,108 359,897 1,184,207 615,659 267,175 243,498 291,554 259,937 577,190 9,769,225
--------- -------- --------- --------- -------- -------- -------- -------- -------- ----------
Net assets available
for benefits
end of year $5,820,544 $513,687 $1,508,379 $1,021,908 $ 380,168 $ 519,718 $ 554,738 $ 564,012 $ 575,037 $11,458,191
========= ======== ========= ========= ======== ======== ======== ======== ======== ==========
18
BERRY PETROLEUM COMPANY THRIFT PLAN
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1998
(a)(b)Identity of issue, (c) Description of (d)Cost (e) Current
borrower, lessor, or investment including Value
similar party maturity date, rate of
interest, collateral,
par or maturity value
United of Omaha Life
Insurance Company
Contract 39WM-10700 5.65% due 12-31-98 $ 916,045 $ 916,045
5.833% due 12-31-98 1,086,873 1,086,873
8.093%, due 12-31-99 506,887 506,887
---------- ----------
Total United of Omaha 2,509,805 2,509,805
---------- ----------
John Hancock Mutual Life
Insurance Company
Contract 8829 GAC 6.68%, due 12-20-2000 1,624,679 1,624,679
Contract 9605 GAC 6.17%, due 12-31-2001 724,343 724,343
---------- ----------
Total John Hancock 2,349,022 2,349,022
---------- ----------
Total Group Annuity Contracts 4,858,827 4,858,827
---------- ----------
Fidelity Managed
Income Portfolio 118,898 118,898
---------- ----------
Total Blended Income Fund 4,977,725 4,977,725
---------- ----------
*Berry Petroleum Company Berry Stock Account -
($.01 par value) Class A Common Stock 249,024 373,611
(26,333 shares)
Fidelity Contrafund Mutual Fund 1,353,990 1,887,354
Fidelity Equity Income Mutual Fund 866,742 898,425
Fidelity Puritan Mutual Fund 365,910 381,394
Fidelity Diversified
International Mutual Fund 489,575 517,066
Fidelity Low Priced Stock Mutual Fund 568,468 567,236
Fidelity Growth & Income Mutual Fund 569,172 765,193
Fidelity Freedom 2000 Mutual Fund 4,896 5,109
Fidelity Freedom 2010 Mutual Fund 34,808 36,654
Fidelity Freedom 2020 Mutual Fund 27,992 30,926
Fidelity Freedom 2030 Mutual Fund 86,557 104,123
Spartan US Equity Index Mutual Fund 219,293 252,514
Fidelity US Bond Index Mutual Fund 5,303 5,320
---------- ----------
Total Investments, at Fair Value 4,841,730 5,824,925
---------- ----------
Total Investments $ 9,819,455 $10,802,650
========== ==========
Participant loans Interest bearing loans $ 0 $ 749,358
at prime rate plus 2%; ========== ==========
interest rates on
outstanding loans range
from 8% to 11.0%.
* Party in interest
16
19
BERRY PETROLEUM COMPANY THRIFT PLAN
Item 27d - Schedule of Reportable Transactions
Year Ended December 31, 1998
Under ERISA, a reportable transaction is a transaction or series of
transactions that involves more than 5% of the fair value of plan assets at
the beginning of the year. The following represent reportable transactions
for the plan year ended December 31, 1998:
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Identity Description Total Total Lease Expense Cost of Current Net gain
of party of asset purchases sales rentals incurred asset value of or (loss)
involved (include with of asset realized
interest trans- on trans-
rate and action action
maturity date
in case of
a loan)
United of Group
Omaha Annuity $ - $ 618,825 N/A None $ 618,825 $ - $ -
Contract
39G-8378
T. Rowe Equity Income $ - $1,021,908 N/A None $ 971,659 $1,021,908 $ 50,249
Price Fund
Fidelity Equity Income $1,041,831 $ 95,323 N/A None $ 111,129 $ 95,323 $(15,806)
Fund
Fidelity Diversified $ 622,174 $ 67,068 N/A None $ 78,540 $ 67,068 $(11,472)
International
17
20
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 June 28, 1999, appearing in this
Annual Report on Form 11-K of the Berry Petroleum Company
Thrift Plan for the year ended December 31, 1998.
/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, 1998 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, 1998 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