UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of
Report: September 29, 2008
(Date of
Earliest Event Reported): (June 10, 2008)
Commission
file number
1-9735
BERRY
PETROLEUM COMPANY
(Exact
name of registrant as specified in its charter)
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DELAWARE
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77-0079387
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(State
of incorporation or organization)
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(I.R.S.
Employer Identification Number)
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1999
Broadway
Denver,
Colorado 80202
(Address
of principal executive offices, including zip code)
Registrant's
telephone number, including area code: (303) 999-4400
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 (see General Instruction A.2.
below):
r Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
r Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
r Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
r Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
EXPLANATORY
NOTES:
On July
16, 2008, Berry Petroleum Company (“Berry” or “Company”) filed a Form
8-K (the “Report”) announcing that on July 15, 2008 Berry closed its
previously announced Purchase and Sale Agreements with O’Brien Resources, LLC,
SEPCO II, LLC, Liberty Energy, LLC, Crow Horizons Company, and O’Brien II, LP
(collectively referred to as “O’Brien”) to acquire their interests in natural
gas producing properties on 4,500 net acres in Limestone and Harrison Counties
of East Texas for approximately $653 million including closing adjustments. The Report is
hereby amended to include Item 9.01 Financial Statements and
Exhibits.
(a)FINANCIAL
STATEMENTS OF BUSINESSES ACQUIRED.
The
Unaudited Statements of Combined Revenues and Direct Operating Expenses for the
Oil and Gas Properties purchased by Berry from O’Brien for the three
and six months ended June 30, 2008 and 2007 and the related notes thereto, and
the Audited Statements of Combined Revenues and Direct Operating Expenses for
the Oil and Gas Properties purchased by Berry from O’Brien for the
years ended December 31, 2007 and 2006, and the related notes thereto, together
with the Report of PricewaterhouseCoopers LLP, independent registered public
accounting firm, are attached hereto as Exhibits 99.3 and 99.4.
(b)PRO
FORMA FINANCIAL INFORMATION.
Unaudited
Pro Forma Condensed Combined Statements of Income of Berry Petroleum Company,
for the six months ended June 30, 2008 and for the year ended December 31, 2007,
the Unaudited Pro Forma Condensed Combined Balance Sheet of Berry Petroleum
Company, as of June 30, 2008, and the related notes thereto, show the pro forma
effects of Berry's acquisition of the O’Brien Properties. Copies of such pro
forma financial statements are attached hereto as Exhibit 99.5.
(d) EXHIBITS.
EXHIBIT
NO. DESCRIPTION
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*23.1
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Consent
of Independent Registered Public Accounting
Firm.
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**99.1
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Purchase
and Sale Agreement Between O’Brien Resources, LLC, Sepco II, LLC, Liberty
Energy, LLC, Crow Horizons Company and O’Benco II LP collectively as
Seller and Berry Petroleum Company as Purchaser, dated June 10, 2008
(filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q
for the quarter ending June 30, 2008 File No.
1-09735).
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**99.2
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Overriding
Royalty Purchase Agreement between O’Brien Resources, LLC, as Seller and
Berry Petroleum Company, as Purchaser, dated as of June 10, 2008 (filed as
Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the
quarter ending June 30, 2008 File No.
1-09735).
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*99.3
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Unaudited
Statement of Combined Revenues and Direct Operating Expenses for the Oil
and Gas Properties (the "O’Brien Properties") purchased by Berry Petroleum
Company from O’Brien, for the three and six months ended June 30, 2008 and
2007, and the related notes
thereto.
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*99.4
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Audited
Statements of Combined Revenues and Direct Operating Expenses for the Oil
and Gas Properties (the " O’Brien Properties") purchased by Berry
Petroleum Company from O’Brien, for the years ended December 31, 2007 and
2006, and the related notes thereto, together with the Report of
Pricewaterhouse Coopers, LLP, independent registered public accounting
firm, concerning the Statement and related
notes.
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*99.5
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Unaudited
Pro Forma Condensed Combined Statements of Income of Berry Petroleum
Company for the six months ended June 30, 2008 and for the year ended
December 31, 2007, the Unaudited Pro Forma Condensed Combined Balance
Sheet of Berry Petroleum Company, as of June 30, 2008, and the related
notes thereto, to show the pro forma effects of Berry's acquisition of the
O’Brien Properties.
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* filed
herewith
** previously
filed
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 hereunto
duly authorized.
BERRY
PETROLEUM COMPANY
Date:
September 29,
2008 /s/
Kenneth A. Olson
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Kenneth
A. Olson
Corporate
Secretary