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 22, 2007
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
7.01. Regulation FD Disclosure
Formation
of a Limited Partnership
On
October 22, 2007, Berry Petroleum Company (“Berry”), issued a press release, a
copy of which is furnished as Exhibit 99.1, announcing its intention
to pursue
an initial public offering of units representing limited partner interests
of a
master limited partnership subsidiary being formed by Berry to own certain
of
Berry’s long-lived oil and natural gas properties.
Berry’s
announcement shall not constitute an offer to sell or the solicitation
of an
offer to buy any securities. Any offers, solicitations of offers to buy,
or any
sales of securities will only be made in accordance with the registration
requirements of the Securities Act of 1933 or an exemption
therefrom.
In
accordance with general instruction B.2 to Form 8-K, such information
is being
“furnished” and shall not be deemed “filed” with the Securities and Exchange
Commission for purposes of Section 18 of the Securities Exchange Act
of 1934 or
otherwise subject to the liabilities of that section, nor shall such
information
be deemed incorporated by reference in any other filing under the Securities
Act
of 1933.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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Exhibit
No.
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Description
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99.1
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News
Release dated October 22, 2007 titled "Berry Petroleum to form
Master Limited Partnership."
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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
22, 2007
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