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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