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): July 27, 2006 (July 25, 2006)
BERRY
PETROLEUM COMPANY
(Exact
Name of Registrant as Specified in its Charter)
|
|
|
|
|
|
|
DELAWARE
(State
or Other Jurisdiction of
Incorporation
or Organization)
|
|
1-9735
(Commission
File Number)
|
|
77-0079387
(IRS
Employer
Identification
Number)
|
|
|
|
|
|
5201
TRUXTUN AVE., STE. 300, BAKERSFIELD, CA
(Address
of Principal Executive Offices)
|
|
93309
(Zip
Code)
|
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))
-
1
-
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard: Transfer of Listing
Additional
Disclosures Requested by the NYSE Regarding the Berry Petroleum Company
Chairman
of the Board's Role in Presiding Over Executive Sessions of its Board of
Directors
The
Commentary to Section 303A.03 of the New York Stock Exchange (NYSE) Listed
Company Manual requires each listed company to disclose in its proxy statement
the name of the director chosen to preside at executive sessions of
non-management directors or the procedure by which a presiding director
is
selected for each executive session. Berry Petroleum Company's corporate
governance principles state that the Chairman of the Board presides at
all
executive sessions of the non-management directors and that the non-management
directors will meet in executive session at all regularly scheduled meetings
of
the Board of Directors. In its 2006 proxy statement Berry Petroleum Company
(Berry) disclosed that its Chairman of the Board is responsible for running
all
meetings of the Board of Directors. The proxy statement also included references
to Berry's corporate governance principles and the fact they are available
at
Berry's webpage, www.bry.com.
On
July
25, 2006 the NYSE notified Berry that it was considered deficient in meeting
the
above requirement and provided until August 1, 2006 to cure the deficiency.
While Berry believes that its disclosures were sufficient and in any event
that
any deemed failure is not material, Berry sets forth the information below
and
in future years, it will include this disclosure in its proxy
statement.
The
Chairman of the Board, Mr. Martin H. Young, Jr., is designated to preside
at all
executive sessions of the non-management 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.
|
|
|
|
|
|
|
|
BERRY
PETROLEUM COMPANY
|
|
||
|
|
By:
|
/s/
Kenneth A. Olson
|
|
|
|
|
|
Kenneth
A. Olson
|
|
|
|
|
|
Corporate
Secretary
|
|
|
|
|
||||
Date:
July 27, 2006
-
2
-