As filed with the Securities and Exchange Commission on August
20, 2002
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BERRY PETROLEUM COMPANY
(Exact name of registrant as specified in its charter)
Delaware 77-0079387
(State or other (I.R.S. Employer
jurisdiction Identification No.)
of incorporation or
organization)
5201 Truxtun Avenue, Suite 300
Bakersfield, California 93309
(Address of principal executive offices, including zip code)
Berry Petroleum Company 1994 Stock Option Plan
(Full Title of the Plan)
Jerry V. Hoffman Copies to:
Chairman of the Board, Laura K. McAvoy, Esq.
President and Chief Executive Jackson DeMarco & Peckenpaugh
Officer 2815 Townsgate Road, Suite 200
5201 Truxtun Avenue, Suite 300 Westlake Village, California
Bakersfield, California 93309 91361
(661) 616-3900
(Name, Address, and Telephone
number, including area code, of
agent for service)
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount to Offering Aggregate Amount of
to be be Price per Offering Registration
Registered Registered Share Price Fee
(1) (2) (3) (4)
___________ ___________ __________ ___________ ____________
_______ _______ ________ _______ ______
Class A 1,000,000 $16.65 $16,650,000 $1,531.80
Common shares
Stock, $.01
par value
Rights to 1,000,000
Purchase shares
Shares of
Class A
Common
Stock
(1) This Registration Statement also covers such additional
number of shares, presently indeterminable, as may become
issuable in the event of stock dividends, stock splits,
recapitalizations or other changes in the Class A Common
Stock.
(2) Includes Rights to purchase shares of Class A Common Stock
upon the occurrence of certain events pursuant to the Berry
Petroleum Company Rights Agreement dated December 8, 1999
("Rights Agreement").
(3) Estimated solely for purposes of calculating the amount of
the registration fee pursuant to Rule 457(h) and Rule 457 (c
) of the Securities Act of 1933, as amended (the
"Securities Act"). The Proposed Maximum Offering Price Per
Share has been computed on the basis of the price of
securities of the same class using the average of the high
and low prices of the Common Stock as reported by the New
York Stock Exchange of $16.65 per share on August 16, 2002.
(4) Amount to be Registered multiplied by the Proposed Maximum
Offering Price Per Share.
2
The Company's Registration Statement on Form S-8 (File No.
33-61337) filed with the Commission on July 27, 1995 and the
Registration Statement on Form S-8 (File No. 333-62873) filed
with the Commission on September 4, 1998 are incorporated herein
by reference.
At the Annual Meeting of Stockholders of Berry Petroleum
Company held on May 16, 2002, the Stockholders approved an
amendment to the Berry Petroleum Company Restated and Amended
1994 Stock Option Plan (the "Plan") that (i) increased, by
1,000,000 shares, the number of shares of Class A Common Stock,
$0.01 par value ("Shares"), authorized for issuance under the
Plan to a total of 3,000,000 Shares and (ii) provided that the
Option exercise price shall be not less than the Fair Market
Value on the date of grant. This Registration Statement
registers such additional securities.
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Bakersfield, State of California, on this 19 day of August 2002.
BERRY PETROLEUM COMPANY
By: s/s Jerry V. Hoffman
Jerry V. Hoffman, Chairman of the Board,
President and Chief Executive Officer
(Principal Executive Officer)
By: s/s Ralph J. Goehring
Ralph J. Goehring, Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
By: s/s Donald A. Dale
Donald A. Dale, Controller
(Principal Accounting Officer)
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Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the date indicated.
SIGNATURES TITLE DATE
S/s Jerry V. Hoffman Chairman of the July 16, 2002
Jerry V. Hoffman Board, President and
Director
S/s William F. Berry Director July 22, 2002
William F. Berry
S/s Ralph B. Busch, III Director July 19, 2002
Ralph B. Busch, III
S/s William E. Bush Director July 22, 2002
William E. Bush, Jr.
S/s Steven L. Cropper Director July 23, 2002
Steven L. Cropper
S/s J. Herbert Gaul, Jr. Director July 19, 2002
J. Herbert Gaul, Jr.
S/s John A. Hagg Director August 13, 2002
John A. Hagg
S/s Robert Heinemann Director August 5, 2002
Robert Heinemann
S/s Thomas J. Jamieson Director July 17, 2002
Thomas J. Jamieson
S/s Roger G. Martin Director July 19, 2002
Roger G. Martin
S/s Martin H. Young, Jr. Director July 30, 2002
Martin H. Young. Jr.
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EXHIBIT INDEX
Exhibit Description Sequentially
No. Numbered
Pages
4.1 Restated and Amended 1994 Stock Option
Plan 6
5.1 Opinion of Jackson DeMarco & Peckenpaugh 13
regarding validity of securities
23.1 Consent of Jackson DeMarco & Peckenpaugh 13
(included in Exhibit 5.1)
23.2 Consent of PriceWaterhouseCoopers L.L.P. 14
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