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) December 6, 2004
Berry Petroleum Company
(Exact name of registrant as specified in its charter)
Delaware 1-9735 77-0079387
(State or other (Commission IRS Employer
jurisdiction of File Number) Identification No.
incorporation)
5201 Truxtun Avenue, Suite 300 Bakersfield, CA 93309
(Address of principal executive offices)
Registrant's telephone number, including area code (661) 616-3900
N/A
(Former name or former address, if changed since last report)
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Item 1.01. Entry into a Material Definitive Agreement.
On December 3, 2004, Berry Petroleum Company (Berry) entered into an
purchase and sale agreement with J-W Operating Company and others to
acquire their interests in the Niobrara fields in northeastern Colorado
for approximately $110 million. The news release dated December 6, 2004
is attached hereto as Exhibit 99.
Item 7.01. Regulation FD
Regulation FD Disclosure
(c) Exhibits
The following Exhibits are hereby furnished as part of this Current
Report on Form 8-K:
Exhibit 99 - Press Release dated December 6, 2004 regarding the
Registrant's announcing the acquisition of natural gas assets
in northeastern Colorado.
SIGNATURE
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
By /s/ Kenneth A. Olson
Name: Kenneth A. Olson
Title: Corporate Secretary/Treasurer
December 6, 2004
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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
Contacts:Robert F. Heinemann, President and CEO
Ralph J. Goehring, Executive Vice President and CFO
BERRY PETROLEUM ACQUIRES NATURAL GAS ASSETS IN NORTHEASTERN COLORADO
Bakersfield, CA - December 6, 2004 - Berry Petroleum Company
(NYSE:BRY) announced a Purchase and Sale Agreement with J-W Operating
Company and others to acquire their interests in the Niobrara fields
in northeastern Colorado for approximately $110 million. These
properties consist of over 130,000 gross acres and the Company, as
operator, will have a working interest of approximately 52%. Current
production, net to Berry's interest, is 9 MMcf (million cubic feet)
of natural gas per day, with estimated proved natural gas reserves of
87 Bcf (billion cubic feet). The acquisition also includes
approximately 200 miles of a pipeline gathering system and gas
compression facilities for delivery into interstate gas lines.
Approximately 10% of the value is attributable to the pipeline and
compression systems.
Robert F. Heinemann, president and CEO, stated, "This acquisition
will establish another significant core area of growth for the
Company in the Rockies and adds a large long-life natural gas
producing asset to our predominantly oil-based portfolio. We
estimate proved developed reserves to be approximately 34 Bcf and
believe that development of the assets carries relatively low
geologic risk with low development and operating costs. Through
ongoing development, production from the properties is projected to
increase more than 15% a year for the next four years. The focus of
the development will be infill drilling to 40-acre spacing. We
expect our capital budget for the properties in 2005 to be in the $4
to $8 million range. Upon closing, our new Companywide production
target for 2005 is in excess of 23,000 barrels of oil equivalent per
day."
The effective date of the transaction is November 1, 2004. Closing
of the transaction, which is subject to standard conditions, is
expected during the first quarter of 2005. The purchase will be
financed by bank borrowings under the Company's existing credit
facility. J-W Operating Company was advised by Waterous & Co. in this
transaction.
Berry Petroleum Company is a publicly traded independent oil and gas
production and exploitation company with its headquarters in
Bakersfield, California and was ranked number 25 by Forbes Magazine
on its 2004 "200 Best Small Companies" list.
"Safe harbor under the Private Securities Litigation Reform Act of
1995:" With the exception of historical information, the matters
discussed in this news release are forward-looking statements that
involve risks and uncertainties. Although the Company believes that
its expectations are based on reasonable assumptions, it can give no
assurance that its goals will be achieved. Important factors that
could cause actual results to differ materially from those in the
forward-looking statements herein include, but are not limited to,
the timing and extent of changes in commodity prices for oil, gas and
electricity, drilling, development and operating risks, a limited
marketplace for electricity sales within California, counterparty
risk, competition, environmental risks, litigation uncertainties, the
availability of drilling rigs and other support services, legislative
and/or judicial decisions and other government or Tribal regulations.
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