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): October 19, 2006 (October 18,
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
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
October 18, 2006, Berry Petroleum Company, J.P. Morgan Securities Inc.,
Citigroup Global Markets Inc., Wells Fargo Brokerage Services, LLC, Goldman,
Sachs & Co., SG Americas Securities, LLC, BNP Paribas Securities Corp.,
Wedbush Morgan Securities Inc., Comerica Securities, Inc., Piper Jaffray
&
Co., and First Albany Capital Inc. (collectively, the “Underwriters”) entered
into an underwriting agreement. Pursuant to such agreement, we agreed to
sell,
and the underwriters agreed to buy, $200 million aggregate principal amount
of
8¼% Notes due 2016. The transaction is scheduled to close on Tuesday, October
24, 2006. We estimate that the net proceeds to our company, after deducting
the
underwriting discount and estimated offering expenses, will be approximately
$195,000,000. We expect to use the net proceeds primarily to repay current
borrowings under our senior unsecured revolving credit facility and to
finance
the November 1, 2006 installment under our joint venture agreement to develop
properties in the Piceance basin.
The
underwriting agreement contains terms and conditions that are customary
for
transactions of this nature. The underwriting agreement, which appears
as
Exhibit 1.1 to this report, is incorporated by reference in response to
this
Item 1.01. This description of the terms of the underwriting agreements
is
qualified in its entirety by reference to such exhibit.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d)
Exhibits
1.1
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Underwriting Agreement dated October 18, 2006 by and between Berry Petroleum
Company and the several Underwriters listed in Schedule 1 thereto.
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
19, 2006
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