UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of
Report (Date of earliest event reported): February 8, 2006 (February
2, 2006)
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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1
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Explanatory
Note:
On
February 2, 2006, Berry Petroleum Company filed a Form 8-K announcing that
J.
Frank Keller had been elected to the Berry Petroleum board of directors.
That
filing included "Item 5.02(c) Election of Directors, Appointment of
Principal Officers". Item 5.02 should have used paragraph (d) instead
of (c). This Form 8-K/A is being filed to correct Item 5.02 with
the correct paragraph letter.
Item
5.02(d) Election of Directors
Berry
Petroleum Company announced that J. Frank Keller has been elected to the
Board of Directors, effective February 2, 2006.
Mr.
Keller
will serve on the Corporate Governance and Nominating Committee.
Mr.
Keller has more than 25 years of experience in the oil and gas industry
having
most recently served as the vice chairman of the board and chief operating
officer of Bill Barrett Corporation, a company founded in 2002 to focus
on oil
and gas exploration and development in the Rocky Mountain Region. Mr. Keller
was
previously a co-founder of Barrett Resources Corporation in 1981 and served
as
Barrett Resources’ executive vice president from 1983 until Barrett Resources
was acquired in August 2001. He also served as chief financial officer,
secretary and as a director of Barrett Resources at various times and recently
retired from Bill Barrett Corporation. Mr. Keller has a BS degree from
Kansas
State University and an MBA from Colorado State University.
Item 7.01. Regulation
FD Disclosure
The
Company issued a news release on February 2, 2006, which announced the
appointment of Mr. Keller to the Board of Directors. A copy of the news
release is furnished with this Current Report on Form 8-K as Exhibit 99.1
and is
incorporated herein by reference.
The
information in Item 7.01 of 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.
Item 9.01. Financial
Statements and Exhibits
(c)
Exhibits
99.1
News
Release by Berry Petroleum Company dated February 2, 2006, titled "Berry
Petroleum Company Names J. Frank Keller to Board of Directors."
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:February
8, 2006
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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 COMPANY NAMES J. FRANK KELLER
TO
BOARD OF DIRECTORS
Bakersfield,
CA - February 2, 2006
- Berry
Petroleum Company (NYSE:BRY) announced that J. Frank Keller has been elected
to
the Board of Directors, effective February 2, 2006.
Martin
H.
Young, chairman of the board, said, “We are pleased that Frank Keller is joining
Berry’s Board. Frank brings deep operational and financial knowledge and
experience, particularly in the Rocky Mountain/Mid-Continent Region. His
advice
will be valuable as we continue to grow our Company.”
Mr.
Robert F. Heinemann, president and chief executive officer of Berry, stated,
“Frank is very familiar with Berry and of course he has tremendous experience
in
finance, exploration, production and operations. Berry’s transformation is
ongoing particularly with its exploration activity in the Rocky Mountains
and
Frank’s willingness to be part of the Board continues to move Berry forward in
its growth strategy.”
Mr.
Keller has more than 25 years of experience in the oil and gas industry having
most recently served as the vice chairman of the board and chief operating
officer of Bill Barrett Corporation, a company founded in 2002 to focus on
oil
and gas exploration and development in the Rocky Mountain Region. Mr. Keller
was
previously a co-founder of Barrett Resources Corporation in 1981 and served
as
Barrett Resources’ executive vice president from 1983 until Barrett Resources
was acquired in August 2001. He also served as chief financial officer,
secretary and as a director of Barrett Resources at various times and recently
retired from Bill Barrett Corporation. Mr. Keller has a BS degree from Kansas
State University and an MBA from Colorado State University.
About
Berry Petroleum Company
Berry
Petroleum Company is a publicly traded independent oil and gas production
and
exploitation company with its headquarters in Bakersfield, California and
a
regional office in Denver, Colorado. Since 2003, Berry has added over 1,000,000
acres to its oil and gas asset portfolio with acreage in California, Utah,
Colorado, Kansas, Nebraska and North Dakota. Visit www.bry.com for more
information.
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
“will,” “ongoing,” “strategy,” 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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