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): May 18, 2006 (May 17, 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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Item 7.01 Regulation
FD
On May
17, 2006, Berry
Petroleum Company distributed a news release stating that Berry
Petroleum Company shareholders approved an increase in the number of
shares of Class A Common Stock (Common Stock) and Class B Stock (both referred
to as the Capital Stock) that the Company is authorized to issue.
As
a
result of the shareholder approval to increase the number of shares of
Capital
Stock, the Company will effect its previously announced two-for-one stock
split,
originally approved by its Board on March 1, 2006.
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.
Item
9.01 Financial Statements and Exhibits
(c)
Exhibits
99.1
- News Release by Berry Petroleum Company dated May 17, 2006, titled
"Berry
Petroleum's Shareholders Approve Two-For-One Stock Split".
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: May
18, 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'S SHAREHOLDERS APPROVE TWO-FOR-ONE STOCK SPLIT
Bakersfield, CA
- May 17, 2006 - Berry Petroleum Company (NYSE:BRY) shareholders have
approved an increase in the number of shares of Class A Common Stock
(Common
Stock) and Class B Stock (both referred to as the Capital Stock) that
the
Company is authorized to issue.
As
a
result of the shareholder approval to increase the number of shares of
Capital
Stock, the Company will effect its previously announced two-for-one stock
split,
originally approved by its Board on March 1, 2006. Stock certificates
representing the additional shares to be issued pursuant to the stock
split will
be distributed by the transfer agent on or about June 2, 2006 in the
form of
direct registration shares (DRS) or in certificate form to all shareholders
of
record at the close of business on May 17, 2006. The Company’s Common Stock will
begin trading at its new price per share on June 5, 2006, and reporting
on the
results of post-split trading should commence accordingly. Upon completion
of
the split, the number of shares of common stock outstanding will be
approximately 42.4 million shares of Common Stock and 1.8 million shares
of
Class B Stock.
Separately,
the shareholders also approved all directors nominated and standing for
election
to serve on Berry’s Board.
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,” “will,” “goal,” and forms of those words indicate forward-looking
statements. Important factors that could affect actual results are discussed
in
Berry’s 2005 Form 10-K filed with the Securities and Exchange Commission
in
PART
1, Item 1A. Risk Factors,
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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