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): June 19, 2008
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
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment
of Certain Officers; Compensatory Arrangements of Certain
Officers
(c) On
June 19, 2008, Berry Petroleum Company (the "Company") announced the appointment
of David D. Wolf, 37, as Executive Vice President and Chief Financial Officer of
the Company effective upon Mr. Wolf’s satisfaction of various employment
obligations with his current employer, which obligations are not expected to
continue beyond September 15, 2008. Mr. Wolf has served as a Managing
Director in JPMorgan's Oil and Gas Group and has been with that firm since 1995
where he has participated in numerous equity, debt and M&A transactions in
the energy industry.
In
consideration for such employment, the Company shall pay Mr. Wolf an annual
salary of $300,000. As additional consideration for the hiring of Mr.
Wolf, the Company will grant him, effective upon the first day of his
employment, $1,250,000 of stock options priced at the Black Scholes calculation
value and $1,250,000 of restricted share units, priced at the average of the
high and low price on the first date of Mr. Wolf’s employment. Both the stock
options and restricted share units will vest on the third anniversary of the
first date of Mr. Wolf’s employment with the Company, provided that he remains
in the employ of the Company on the third anniversary. Consistent
with the Company’s practice for other executive officers, Mr. Wolf will also
enter into a Change of Control Severance Protection Agreement and be eligible
for short term incentive compensation and further equity grants for the year
2008 based on his performance, the Company’s performance and at the discretion
of the Board of Directors.
A copy of the press release announcing the appointment of Mr. Wolf is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
99.1 Press
release, dated June 19, 2008, announcing the appointment of David D. Wolf as
Executive Vice President and Chief Financial Officer of the
Company.
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: June
19, 2008
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Berry Petroleum Company News
Contact:
Berry Petroleum Company
5201 Truxtun Ave., Ste.
300
Bakersfield,
CA 93309
1-661-616-3900
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Contacts:
Robert F. Heinemann, President and CEO
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Berry
Petroleum Announces Mr. David D. Wolf has been named to the position of
Executive Vice President and Chief Financial
Officer
Bakersfield, Calif. -- (BUSINESS
WIRE) – June 19, 2008 -- Bakersfield, CA - Today, Berry
Petroleum Company announced that Mr. David D. Wolf has been named to the
position of Executive Vice President and Chief Financial Officer. Mr. Wolf, age
37, has served as a Managing Director in JPMorgan's Oil and Gas Group and has
been with that firm since 1995 where he has participated in numerous equity,
debt and M&A transactions in the energy industry. Mr. Wolf holds a B.S. in
Economics from Rollins College and an MBA in Finance from the Crummer Graduate
School of Business at the same institution.
In his
role at Berry, Mr. Wolf will be responsible for leading the Company's finance
and accounting organization and will participate in representing Berry to
investors, lenders and credit rating agencies. Mr. Wolf's employment with Berry
Petroleum Company will commence upon his satisfaction of certain conditions of
his prior employment, but in any event is expected to be on or before September
15, 2008.
Robert F.
Heinemann, president and chief executive officer, stated that "We are very
pleased that David is joining the team at Berry Petroleum Company. David's
skills and experience in capital markets, finance, and mergers and acquisitions
will further contribute to the ongoing growth of our Company and his perspective
of the oil and gas industry will be invaluable. Mr. Wolf will be relocating to
the Company's corporate headquarters in Denver, Colorado."
About
Berry Petroleum Company
Berry
Petroleum Company is a publicly traded independent oil and gas production and
exploitation company with operations in California, Utah and
Colorado.
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 and words such
as "will," and "expects," indicate forward-looking statements. Actual results
and timing may differ from these statements.
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