UNITED
STATES
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 28, 2005 (December 28,
2005)
BERRY
PETROLEUM COMPANY
(Exact
Name of Registrant as Specified in its Charter)
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DELAWARE
(State
or Other Jurisdiction of
Incorporation
or Organization)
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1-9735
(Commission
File Number)
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77-0079387
(IRS
Employer
Identification
Number)
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5201
TRUXTUN AVE., STE. 300, BAKERSFIELD, CA
(Address
of Principal Executive Offices)
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93309
(Zip
Code)
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Registrant’s
telephone number, including area code: (661)
616-3900
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 7.01
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Regulation
FD Disclosure
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On
December 28, 2005, Berry Petroleum Company issued a news release announcing
the
adoption of a 10b5-1 plan for share repurchases under its previously
announced
share repurchase program. The information contained in the press release
is
incorporated herein by reference and furnished as Exhibit 99.1.
The
information in this Current Report on Form 8-K and Exhibit 99.1 is being
furnished and shall not be deemed "filed" for the purposes of Section 18
of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that Section.
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Item 9.01
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Financial
Statements and Exhibits
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(c)
Exhibits
99.1
Berry Petroleum Company 10b5-1 plan news release.
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 hereto
duly authorized.
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BERRY
PETROLEUM COMPANY
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By:
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/s/
Kenneth A. Olson
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Kenneth
A. Olson
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Corporate
Secretary
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Date:
December 28, 2005
Page
2 of
2
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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
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Contacts:
Robert F. Heinemann, President and CEO - - Ralph J. Goehring, Executive
Vice President and CFO
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BERRY
PETROLEUM ADOPTS 10b5-1 PLAN FOR SHARE REPURCHASES
Bakersfield,
CA - December 28, 2005
- Berry
Petroleum Company (NYSE:BRY) adopted a plan under Rule 10b5-1 of the Securities
Exchange Act of 1934 to facilitate the repurchase of its shares of common stock.
Rule 10b5-1 allows a company to purchase its shares at times when it would
not
normally be in the market due to possession of nonpublic information, such
as
the time immediately preceding its quarterly earnings releases. In addition
to
share repurchases by the Rule 10b5-1 plan, Berry expects to continue
opportunistic repurchases in the open market from time to time during its normal
trading windows. This 10b5-1 plan is authorized under, and will be administered
consistent with, the Company’s previously announced $50 million share repurchase
program. All repurchases of common stock will be made in compliance with
regulations set forth by the Securities and Exchange Commission and will be
subject to market conditions, applicable legal requirements and other factors.
This program does not obligate the Company to acquire any particular amount
of
common stock and the plan may be suspended at any time at the Company’s
discretion.
Berry
Petroleum Company is a publicly traded independent oil and gas production and
exploitation company with its headquarters in Bakersfield,
California.
Safe
harbor under the “Private Securities Litigation Reform Act of
1995”
Any
statements in this news release that are not historical facts are
forward-looking statements that involve risks and uncertainties. Words such
as
"expects," and
others indicate forward-looking statements and important factors which could
affect actual results are discussed in Part II of Berry’s Form 10-K filed with
the Securities and Exchange Commission, under the heading "Other Factors
Affecting the Company's Business and Financial Results" in the section titled
"Management’s Discussion and Analysis of Financial Condition and Results of
Operations."
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