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): October 10, 2006 (October 6,
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 October
6, 2006, Berry Petroleum Company filed a Form 8-K announcing a $200 million
senior subordinated note offering by the registrant. That filing included
"Item
9.01 Financial Statements and Exhibits" and included the news release as
Exhibit
99.1 under paragraph letter (c). Item 9.01 should have used paragraph (d)
instead of (c). This Form 8-K/A is being filed to correct Item 9.01 with
the
correct exhibit letter.
Item 7.01 Regulation
FD
On October
6, 2006, Berry
Petroleum Company distributed a news release announcing that
it
intends to publicly offer, subject to market and other customary conditions,
$200 million aggregate principal amount of senior subordinated notes due
2016, under its effective shelf registration statement previously filed with
the
Securities and Exchange Commission (SEC).
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
(d)
Exhibits
99.1
- News Release by Berry Petroleum Company dated October 6, 2006,
titled "Berry Petroleum Announces $200 Million Senior Subordinated Note
Offering."
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: October
10, 2006
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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 ANNOUNCES $200 MILLION
SENIOR
SUBORDINATED NOTE OFFERING
Bakersfield,
California, October 6, 2006
- Berry
Petroleum Company (NYSE:BRY) announced today that it intends to publicly
offer,
subject to market and other customary conditions, $200 million aggregate
principal amount of senior subordinated notes due 2016, under its effective
shelf registration statement previously filed with the Securities and
Exchange
Commission (SEC). Berry expects to complete the offering on or about
October 24,
2006.
J.P.
Morgan Securities Inc., Citigroup Global Markets Inc., Wells Fargo
Securities,
LLC and Goldman, Sachs & Co., will act as joint book-running managers for
the notes offering. A registration statement relating to the proposed
offering will be filed with the SEC. A copy of the preliminary prospectus
supplement and accompanying prospectus for the offering may be obtained
on the
SEC website at www.sec.gov.
Alternatively, the underwriters will arrange to send you the prospectus
supplement if you request it by contacting J.P. Morgan Securities Inc.
at 270
Park Avenue, 8th Floor, New York, New York 10017, attention Syndicate
Desk.
About
Berry Petroleum
Berry
Petroleum is an independent energy company headquartered in Bakersfield,
California. The Company is engaged in the production, development,
acquisition, exploitation of, and exploration for crude oil and natural
gas
primarily in California, Utah and Colorado. For further information,
please
visit www.bry.com.
This
announcement is neither an offer to sell nor a solicitation of an offer
to buy
any of the senior subordinated notes referred to above. An offering
of any such
securities will be made only by means of a prospectus. Any such prospectus
shall
not constitute an offer to sell or the solicitation of an offer to
buy such
securities in any state or jurisdiction in which such offer, solicitation
or
sale would be unlawful.
Forward-Looking
Statements
This
release contains forward-looking statements concerning our expectations
about
the offering of the notes and the use of proceeds from such offering.
These
statements relate to future events. These statements are only predictions
and
involve known and unknown risks, uncertainties and other factors, including
those discussed under “Risk factors” in the preliminary prospectus supplement
and accompanying prospectus for the offering, which could cause our
actual
results to differ from those projected in any forward-looking statements
we
make. We believe that it is important to communicate our future expectations.
However, there may be events in the future that we are unable to accurately
predict or control and that may cause our actual results to differ
materially
from the expectations we describe in our forward-looking statements.
Forward-looking statements speak only as of the date of such statement.
We do
not plan to publicly update or revise any forward-looking statements
after we
distribute this prospectus, whether as a result of any new information,
future
events or otherwise. Readers should not place undue reliance on our
forward-looking statements.
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