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) January 27, 2005
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 January 27, 2005, Berry Petroleum Company (NYSE:BRY) closed the
previously announced acquisition of Yuma County, Colorado, Niobrara natural
gas assets from J-W Operating Company. The acquisition consists of a 52%
working interest ownership (43% net revenue interest) in approximately
130,000 gross acres and over 650 producing gas wells concentrated in 20
productive fields in northeastern Colorado, as well as 100% ownership in
certain gas compression and transportation assets. Current net production
is approximately 8.8 million cubic feet of natural gas per day and the
Company estimates net proved reserves to be approximately 87 billion
cubic feet. The adjusted purchase price of $105 million will be financed
by bank borrowings under the Company's existing credit facility. The news
release dated January 28, 2005 is attached hereto as Exhibit 99.
Item 7.01. Regulation FD
(c) Exhibits
The following Exhibits are hereby furnished as part of this Current
Report on Form 8-K:
Exhibit 99 - News Release dated January 28, 2005 regarding the
Registrant's closing of an agreement to purchase and develop
natural gas assets from J-W Operating Company.
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
January 28, 2005
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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 CLOSES ACQUISITION
OF YUMA COUNTY NIOBRARA GAS ASSETS
Bakersfield, CA - January 28, 2005 - Berry Petroleum Company
(NYSE:BRY) has closed the previously announced acquisition
of Yuma County, Colorado, Niobrara natural gas assets from J-
W Operating Company. The acquisition consists of a 52%
working interest ownership (43% net revenue interest) in
approximately 130,000 gross acres and over 650 producing gas
wells concentrated in 20 productive fields in northeastern
Colorado, as well as 100% ownership in certain gas
compression and transportation assets. Current net
production is approximately 8.8 million cubic feet of
natural gas per day and the Company estimates net proved
reserves to be approximately 87 billion cubic feet. The
adjusted purchase price of $105 million will be financed by
bank borrowings under the Company's existing credit
facility.
Robert F. Heinemann, president and CEO of Berry Petroleum
Company, stated, "The Yuma County properties provide Berry a
solid producing asset with significant development
opportunities. Our on-going strategy is to lighten our
production mix and strengthen our development portfolio. We
like this asset because of its low geologic risk, repeatable
development opportunities and low operating costs. We have
identified over 150 drilling locations on 80-acre
development spacing and an additional 500 locations on 40-
acre spacing."
Michael Duginski, senior vice president of corporate
development, added, "Combining this acreage and the acreage
from the pending Tri-state acquisition from Bill Barrett
Corporation provides Berry with interests in almost 500,000
acres in the Niobrara play. This provides us with a solid
base of production as well as the opportunity to create
further significant value upon exploration and development
success. Recent increases in pipeline capacity have provided
an outlet for more production from this region which should
improve our gas sales price. Prices for this region
currently are about $.85 per thousand cubic feet (Mcf) lower
than the Henry Hub index."
Logan Magruder, senior vice president of operations for the
Rocky Mountain region, added, "We are excited to take
control of this quality producing asset and are proceeding
to quickly integrate the assets into Berry. We have added
the right people to our engineering and operational staff,
many of whom are already familiar with this asset. We plan
to drill 60 wells and complete 25 workovers this year in the
Niobrara formation with an expected investment of
approximately $5 million. We will start drilling in the
first quarter of 2005 and aggressively pursue cost reduction
opportunities to seek to lower the operating cost below
$1.50 per Mcf."
ABOUT BERRY PETROLEUM
Berry Petroleum Company is a publicly traded independent oil
and gas production and exploitation company with
headquarters in Bakersfield, California.
"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,
acquisition risks, 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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