-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KM31V8e0fKI56kqD3+6nK37SnQJ62nC/nskaZiYAfIHjl68eyBsy5JSiPSHarwgP dkfB/U8pqOZXN50fJDDyhw== 0000778438-03-000012.txt : 20030319 0000778438-03-000012.hdr.sgml : 20030319 20030319145606 ACCESSION NUMBER: 0000778438-03-000012 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030319 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BERRY PETROLEUM CO CENTRAL INDEX KEY: 0000778438 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 770079387 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09735 FILM NUMBER: 03609042 BUSINESS ADDRESS: STREET 1: 5201 TRUXTUN AVENUE, STREET 2: SUITE 300 CITY: BAKERSFIELD STATE: CA ZIP: 93309-0640 BUSINESS PHONE: 661 616-3900 MAIL ADDRESS: STREET 1: BERRY PETROLEUM CO STREET 2: 5201 TRUXTUN AVENUE, SUITE 300 CITY: BAKERSFIELD STATE: CA ZIP: 93309-0640 10-K/A 1 amendment110ka.txt FORM 10-K/A AMENDMENT NO. 1 FOR 12-31-2002 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 [X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2002 Commission file number 1-9735 BERRY PETROLEUM COMPANY (Exact name of registrant as specified in its charter) DELAWARE 77-0079387 (State of incorporation or organization) (I.R.S. Employer Identification Number) 5201 Truxtun Avenue, Suite 300 Bakersfield, California 93309 (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: (661) 616-3900 (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Class A Common Stock, $.01 par value New York Stock Exchange (including associated stock purchase rights) Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). YES [X] NO [ ] As of February 14, 2003, the registrant had 20,860,070 shares of Class A Common Stock outstanding and the aggregate market value of the voting stock held by nonaffiliates was approximately $244,242,617. This calculation is based on the closing price of the shares on the New York Stock Exchange on February 14, 2003 of $15.60. The registrant also had 898,892 shares of Class B Stock outstanding on February 14, 2003, all of which is held by an affiliate of the registrant. DOCUMENTS INCORPORATED BY REFERENCE Part III is incorporated by reference from the registrant's definitive Proxy Statement for its Annual Meeting of Shareholders to be filed, pursuant to Regulation 14A, no later than 120 days after the close of the registrant's fiscal year. BERRY PETROLEUM COMPANY TABLE OF CONTENTS Page Explanatory Note 3 Item 8. Financial Statements and Supplementary Data Report of PricewaterhouseCoopers, LLP, Independent Accountants 4 Certification of Chief Executive Officer 5 Certification of Chief Financial Officer 6 Exhibit Index 7 Signatures 8 2 BERRY PETROLEUM COMPANY FORM 10-K/A Amendment No. 1 Explanatory Note On March 12, 2003, the Registrant filed its Form 10-K on Edgar with the Securities and Exchange Commission. This Form 10- K inadvertently contained errors in the first sentence for the wording used for the Opinion Page for the Independent Accountants. The correct wording for the Report of PricewaterhouseCoopers LLP, Independent Accountants is included in this Form 10-K/A. The Form 10-K filed also contained an incorrect reference in the Section 302 Certifications from the CEO and CFO under number 2 to a quarterly rather than an annual report. Those certifications are enclosed herewith with the correction made in this Form 10-K/A. All other information contained in our original Form 10-K filing remains unchanged. 3 REPORT OF INDEPENDENT ACCOUNTANTS To the Shareholders and Board of Directors Berry Petroleum Company In our opinion, the accompanying balance sheets and the related statements of income, comprehensive income, shareholders' equity and cash flows present fairly, in all material respects, the financial position of Berry Petroleum Company at December 31, 2002 and 2001, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2002 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP February 12, 2003 4 CERTIFICATION OF CHIEF EXECUTIVE OFFICER I, Jerry V. Hoffman, Chairman, President and Chief Executive Officer of Berry Petroleum Company, certify that: 1. I have reviewed this annual report on Form 10-K of Berry Petroleum Company; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d- 14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant is made known to us by others within the registrant, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors: a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: March 10, 2003 /s/ Jerry V. Hoffman Jerry V. Hoffman Chairman, President and Chief Executive Officer 5 CERTIFICATION OF CHIEF FINANCIAL OFFICER I, Ralph J. Goehring, Senior Vice President and Chief Financial Officer of Berry Petroleum Company, certify that: 1. I have reviewed this annual report on Form 10-K of Berry Petroleum Company; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d- 14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant is made known to us by others within the registrant, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors: a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: March 10, 2003 /s/ Ralph J. Goehring Ralph J. Goehring Senior Vice President and Chief Financial Officer 6 Exhibit Index Exhibit Description of Exhibit Page No. 99.01 Certification of Chief Executive Officer (pursuant to 9 Section 906 of the Sarbanes-Oxley Act of 2002) 99.02 Certification of Chief Financial Officer (pursuant to 10 Section 906 of the Sarbanes-Oxley Act of 2002) 7 BERRY PETROLEUM 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 thereunto duly authorized. BERRY PETROLEUM COMPANY /s/ JERRY V. HOFFMAN JERRY V. HOFFMAN Chairman of the Board, Director, President and Chief Executive Officer /s/ RALPH J. GOEHRING RALPH J. GOEHRING Senior Vice President and Chief Financial Officer (Principal Financial Officer) /s/ DONALD A. DALE DONALD A. DALE Controller (Principal Accounting Officer) Date: March 18, 2003 8 EX-99 3 exhibit9901.txt CEO CERTIFICATION CERTIFICATION OF CHIEF EXECUTIVE OFFICER I, Jerry V. Hoffman, Chairman, President and Chief Executive Officer of Berry Petroleum Company, certify that: 1. I have reviewed this amendment to the annual report on Form 10- K/A of Berry Petroleum Company; 2. Based on my knowledge, this annual report, as amended, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report, as amended; Date: March 18, 2003 /s/ Jerry V. Hoffman Jerry V. Hoffman Chairman, President and Chief Executive Officer Exhibit 99.01 EX-99 4 exhibit9902.txt CFO CERTIFICATION CERTIFICATION OF CHIEF FINANCIAL OFFICER I, Ralph J. Goehring, Senior Vice President and Chief Financial Officer of Berry Petroleum Company, certify that: 1. I have reviewed this amendment to the annual report on Form 10- K/A of Berry Petroleum Company; 2. Based on my knowledge, this annual report, as amended, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report, as amended; Date: March 18, 2003 /s/ Ralph J. Goehring Ralph J. Goehring Senior Vice President and Chief Financial Officer Exhibit 99.02 -----END PRIVACY-ENHANCED MESSAGE-----