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): August 4, 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(c)
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain
Officers
On August
4, 2008, Mr. David D. Wolf, 37, began his employment at Berry Petroleum Company
(“Company”) as Executive Vice President and Chief Financial
Officer. Mr. Wolf’s appointment was previously announced on the
Company’s Form 8-K filed on June 19, 2008.
Mr. Wolf
previously served as a Managing Director in JPMorgan's Oil and Gas Group and had
been with that firm since 1995 where he participated in numerous equity, debt
and M&A transactions in the energy industry.
In his
position as Executive Vice President and Chief Financial Officer, Mr. Wolf
receives an annual base salary of $300,000 and is eligible for an annual cash
bonus. The amount of his annual cash bonus, which will be paid under the
Company’s Short Term Cash Incentive Plan, will depend on the future performance
of the Company and Mr. Wolf.
In
recognition of Mr. Wolf’s foregoing of other business opportunities and
compensation arrangements, on the commencement of his employment, August 4,
2008, Mr. Wolf received grants of (i) restricted stock units under the
Company’s 2005 Equity Incentive Plan (the “Plan”) based on shares of Company’s
common stock having a fair market value of $1,250,000 (ii) nonqualified stock
options under the Plan with a Black-Scholes value of $1,250,000 and (iii) a cash
award of $150,000. The equity awards were valued using the average of the
high and low price per share of the Company’s common stock on August 4, 2008 and
will cliff vest on the third anniversary of such date.
Mr. Wolf
is also eligible to receive an annual grant under the Plan in 2008. The
initial grant value of these annual grants under the Plan will depend on the
future performance of the Company and Mr. Wolf. All grants under the Plan,
including the size and form of each grant, are at the discretion of the
Compensation Committee of the Company’s Board of Directors and the Board of
Directors.
As an
executive of the Company, Mr. Wolf receives the same benefits and services
that the Company provides to its similarly situated executives, including a
Change in Control Severance Protection Agreement, the form of which was filed as
Exhibit 99.1 to the Company’s Current Report on Form 8-K on August 24,
2006. The Company is considering entering
into an employment agreement with Mr. Wolf, the terms of which have not been
determined and are thus not available at this time. Pursuant to the
instructions of Form 8-K, the Company will, to the extent applicable, file at a
later date an amendment to this Form 8-K to provide the material terms of any
such employment agreement.
In
connection with Mr. Wolf’s commencement of his duties, Mr. Shawn M. Canaday will
no longer perform the function of Interim CFO. Mr. Canaday will
remain Vice President and Controller.
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: August
6, 2008
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