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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
Parallel Petroleum Corporation
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
699157103
(CUSIP Number)
Joseph E. Canon
Dodge Jones Foundation
400 Pine, Suite 900
Abilene, Texas 79601
(915) 673-4052
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 22, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box .
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
persons's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
(Continued on following pages)
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CUSIP No. 699157103
13D
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Julia Jones Matthews
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) ___
(b) x
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3. SEC USE ONLY
4. SOURCE OF FUNDS (See Instructions)
W C
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF 7. SOLE VOTING POWER
SHARES 371,428
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 371,428
WITH
10. SHARED DISPOSITIVE POWER
11.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
371,428
12.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) x
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13.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.00%
14.TYPE OF REPORTING PERSON (See Instructions)
I N
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CUSIP No. 699157103
13D
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Dodge Jones Foundation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) ___
(b) x
---
3. SEC USE ONLY
4. SOURCE OF FUNDS (See Instructions)
W C
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH 1,371,482
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH
10. SHARED DISPOSITIVE POWER
1,371,482
11.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,371,482
12.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) x
---
13.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.10%
14.TYPE OF REPORTING PERSON (See Instructions)
C O
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Item 1. Security and Issuer
The class of securities to which this Schedule 13D (this
"Schedule") relates is the common stock, par value $.01 per share (the
"Common Stock"), of Parallel Petroleum Corporation, a Delaware
corporation ("Parallel"), whose address is One Marienfeld Place, Suite
465, Midland, Texas 79701.
Item 2. Identity and Background
This Schedule is being filed by (1) the Dodge Jones Foundation, a
Texas corporation and (2) Julia Jones Matthews ("Matthews"), an
individual (individually, a "Reporting Person", and collectively, the
"Reporting Persons").
The principal executive offices of the Dodge Jones Foundation and
Matthews are located at 400 Pine, Suite 900, Abilene, Texas 79601.
The Dodge Jones Foundation was organized under the laws of
Texas on December 22, 1954 and is a tax-exempt entity under Section
501(c)(3) of the Internal Revenue Code of 1986, as amended. The Dodge
Jones Foundation is engaged in the business of making charitable
grants for general benevolent and philanthropic purposes.
Matthews is the President and a Director of the Dodge Jones
Foundation.
The name, business address and principal occupation and address
of employment of each executive officer, director and controlling person
of the Dodge Jones Foundation, including Matthews, is set forth in
Exhibit A attached hereto and made a part hereof for all purposes.
Neither the Dodge Jones Foundation, Matthews nor, to their
knowledge, any of the executive officers, directors or controlling persons
of the Dodge Jones Foundation has, during the last five years, been
convicted in any criminal proceeding, excluding traffic violations or
similar misdemeanors.
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Neither the Dodge Jones Foundation, Matthews nor, to their
knowledge, any executive officer, director or controlling person of the
Dodge Jones Foundation has, during the past five years, been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which the Dodge Jones Foundation or
Matthews or any such other person was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
On April 8, 1998, Parallel privately placed a total of 600,000
shares of $.60 Cumulative Convertible Preferred Stock (the "Old
Preferred Stock") to a total of eight accredited investors, including the
Dodge Jones Foundation and the Julia Jones Matthews Family Trust
(the "Trust"). The Trust is a revocable grantor trust in which Matthews
is the sole trustee and sole beneficiary.
Of the 600,000 shares of Old Preferred Stock sold by Parallel,
170,000 shares were purchased by the Dodge Jones Foundation and
30,000 shares were purchased by the Trust.
All of the shares of Old Preferred Stock were purchased for cash at
a price of $10.00 per share. The purchases were made with available
working capital. All of the accredited investors purchased the Old
Preferred Stock on the same terms.
On October 16, 1998, all of the holders of the Old Preferred Stock
(including the Dodge Jones Foundation and the Trust) surrendered all of
the Old Preferred Stock to Parallel in exchange for Parallel's issuance of
a like number of shares of a newly created class of preferred stock,
designated as the 6% Convertible Preferred Stock, $0.10 par value per
share (the "New Preferred Stock"). After the exchange, the Dodge Jones
Foundation was the record holder of 170,000 shares of New Preferred
Stock and the Trust was the record holder of 30,000 shares of New
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Preferred Stock. All outstanding shares of the Old Preferred Stock were
cancelled by Parallel and restored to the status of authorized but
unissued preferred stock.
The rights, privileges and preferences of the New Preferred Stock
are substantially identical to the Old Preferred Stock, except that the
initial conversion price of the New Preferred Stock is $3.50 per share,
while the initial conversion price of the Old Preferred Stock was $6.40
per share.
On October 30, 1998, the Company privately placed an additional
374,500 shares of New Preferred Stock. Of the 374,500 shares of New
Preferred Stock that were sold by Parallel, 170,000 shares were
purchased by the Dodge Jones Foundation and 30,000 shares were
purchased by the Trust. Such purchases were made for cash from
available working capital at a price of $10.00 per share.
Dividends of $.60 per share per annum, cumulative from date of
issue, are payable semi-annually on June 15 and December 15 of each
year, commencing on December 15, 1998. Each share of New Preferred
Stock may be converted at any time after April 21, 1999, at the option of
the holder, into 2.8571 shares of Common Stock at an initial conversion
price of $3.50 per share, subject to normal anti-dilution adjustments.
The New Preferred Stock may be redeemed at the Company's option, in
whole or part, after October 20, 1999, for $10.00 per share plus accrued
dividends. The New Preferred Stock does not have any voting rights,
except as required by applicable law and except that as long as any
shares of New Preferred Stock remain outstanding, the holders of a
majority of the outstanding shares of the New Preferred Stock may vote
on any proposal to change any provision of the New Preferred Stock
which materially and adversely affects the rights, preferences or
privileges of the New Preferred Stock. The New Preferred Stock is senior
to the Common Stock with respect to dividends and on liquidation,
dissolution or winding up of the Company. The New Preferred Stock has
a liquidation preference of $10.00 per share, plus accrued and unpaid
dividends.
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The New Preferred Stock held by the Dodge Jones Foundation is
convertible into 971,428 shares of Common Stock. The Dodge Jones
Foundation is also the holder of 400,000 shares of Parallel's Common
Stock which were acquired prior to 1998 in the open market at an
average price of $2.90 per share.
The New Preferred Stock held by the Trust is convertible into
171,428 shares of Common Stock. The Trust is also the holder and
direct beneficial owner of 200,000 shares of Parallel's Common Stock
which were acquired in or prior to January, 1998 in open market
transactions at prices ranging from $7.00 and below per share, or an
average price of $3.73 per share.
Item 4. Purpose of Transaction
Parallel consummated the sale of the Old Preferred Stock and the
New Preferred Stock for the purpose of using the proceeds from such
sales to reduce outstanding bank debt. The net proceeds from the sale
of the Old Preferred Stock, approximately $5,941,000, were used by
Parallel to reduce its outstanding bank debt. The net proceeds from the
sale of the New Preferred Stock, approximately $3,734,000, were also
used by Parallel to reduce its outstanding bank debt.
The shares of Common Stock and New Preferred Stock were
acquired by each Reporting Person to increase their respective equity
interests in Parallel, which the Reporting Persons believe to be an
attractive investment.
The Dodge Jones Foundation, the Trust or Matthews, or any of
them, may in the future acquire or dispose of additional shares of
Common Stock for their respective accounts, either through open
market or privately negotiated transactions. Any such future decision
will be made in light of the then current financial condition and
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prospects of Parallel, the market price of the Common Stock, general
economic conditions, the securities market in general, other investment
opportunities, fiduciary considerations, the financial condition of each
Reporting Person, the Trust and other relevant factors.
The Reporting Persons do not have any plans or proposals which
relate to or would result in:
(a) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation involving Parallel;
(b) A sale or transfer of a material amount of
Parallel's assets;
(c) Any change in the present board of directors or
management of Parallel, including any plans or proposals to
change the number or term of Parallel's directors;
(d) Any material change in Parallel's present
capitalization or dividend policy;
(e) Any other material change in Parallel's business
or corporate structure;
(f) Changes in Parallel's charter or bylaws or other
actions which may impede the acquisition of control of
Parallel by any person;
(g) Causing a class of Parallel's securities to cease to
be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association;
(h) A class of Parallel's equity securities becoming
eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934; or
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(i) Any action similar to any of those enumerated
above.
Item 5. Interest in Securities of the Issuer
Parallel presently has issued and outstanding a total of
18,331,858 shares of Common Stock.
The Dodge Jones Foundation is the holder and beneficial owner of
1,371,428 shares of Common Stock, which includes (i) 971,428 shares
that may be acquired upon conversion of 340,000 shares of New
Preferred Stock and (ii) 400,000 shares of Common Stock owned directly
by the Dodge Jones Foundation. The 1,371,428 shares of Common
Stock beneficially owned by the Dodge Jones Foundation represents
approximately 7.10% of Parallel's issued and outstanding Common
Stock. The Dodge Jones Foundation has shared voting and investment
powers with respect to such shares of Common Stock.
Matthews is the beneficial owner of (i) 200,000 shares of Common
Stock owned directly by the Trust and (ii) 171,428 shares of Common
Stock that may be acquired by the Trust upon conversion of 60,000
shares of New Preferred Stock held directly by the Trust. By virtue of
her position as the President and a Director of the Dodge Jones
Foundation, Matthews may also be deemed to be the beneficial owner of
(i) the 971,428 shares of Common Stock that may be acquired by the
Dodge Jones Foundation upon conversion of the New Preferred Stock
held directly by it, and (ii) the 400,000 shares of Common Stock that are
owned directly by the Dodge Jones Foundation. Including the
1,371,428 shares of Common Stock beneficially owned by the Dodge
Jones Foundation, Matthews may be deemed to be the beneficial owner
of a total of 1,742,846 shares of Common Stock, which represents
approximately 8.95% of Parallel's issued and outstanding Common
Stock. However, Matthews disclaims beneficial ownership of all shares
of Common Stock beneficially owned by the Dodge Jones Foundation.
Excluding the 1,371,428 shares of Common Stock beneficially owned by
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the Dodge Jones Foundation and as to which Matthews disclaims
beneficial ownership, Matthews has beneficial ownership of 371,428
shares of Common Stock, or approximately 2.00% of Parallel's issued
and outstanding Common Stock. Matthews has sole voting and
investment powers with respect to 371,428 shares of Common Stock
held in the name of the Trust, and may be deemed to have shared voting
and investment powers with respect to the 1,371,428 shares of Common
Stock beneficially owned by the Dodge Jones Foundation.
Although the number of shares of Common Stock beneficially
owned by the Reporting Persons does not constitute a majority of the
outstanding shares of Common Stock, the Reporting Persons may
nonetheless beneficially own a sufficient number of shares of Common
Stock to influence control of Parallel.
To the best knowledge of the Dodge Jones Foundation and
Matthews, no executive officer or director of the Dodge Jones
Foundation and no associate of the Dodge Jones Foundation or
Matthews owns or has a right to acquire, directly or indirectly, any
shares of Common Stock, except that Joseph E. Canon, the Executive
Director of the Dodge Jones Foundation, has direct beneficial ownership
of 22,300 shares of Common Stock.
No transactions in the Common Stock were effected during the
past 60 days by the Dodge Jones Foundation or Matthews or, to the best
knowledge of the Dodge Jones Foundation and Matthews, by any
executive officer, director or affiliated person of the Dodge Jones
Foundation or Matthews, or by any subsidiary of the Dodge Jones
Foundation or by any executive officer, director or affiliated person of
any such subsidiary.
No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of,
the securities.
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Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
Not applicable.
Item 7. Material to be Filed as Exhibits
Exhibit A Name, residence address and present principal
occupation and address of employment of each
executive officer, director and controlling person of
the Dodge Jones Foundation.
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Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Schedule is true,
complete and correct.
DODGE JONES FOUNDATION
By: /s/ Joseph Edwin Canon
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Joseph Edwin Canon,
Executive Director
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Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Schedule is true,
complete and correct.
/s/ Julia Jones Matthews
------------------------
Julia Jones Matthews
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EXHIBIT A
The table below sets forth the name, residence address and present
principal occupation and address of employment of the executive officers,
directors and controlling persons of the Dodge Jones Foundation.
<TABLE>
Present Position
Name and with Dodge Jones Present Principal Occupation and
Business Address Citizenship Foundation Address of Employment
- ---------------- ----------- ---------------- ---------------------------------
<S> <C> <C> <C>
Julia Jones Matthews U.S. President and Director Investments and Philanthropic
400 Pine, Suite 900 Activities
Abilene, Texas 79601 400 Pine, Suite 900
Abilene, Texas 79601
Joseph E. Canon U.S. Executive Director Executive Director of Dodge
400 Pine, Suite 900 Jones Foundation
Abilene, Texas 79601 400 Pine, Suite 900
Abilene, Texas 79601
Melvin W. Holt U.S. Vice President Office Manager
400 Pine, Suite 900 Dodge Jones Foundation
Abilene, Texas 79601 400 Pine, Suite 900
Abilene, Texas 79601
Lawrence E. Gill U.S. Vice President Grant Administrator
400 Pine, Suite 900 Dodge Jones Foundation
Abilene, Texas 79601 400 Pine, Suite 900
Abilene, Texas 79601
John A. Matthews, Jr.
2030-A Loop 306 U.S. Director Investor/Rancher
San Angelo, Texas 76904 2030-A Loop 306
San Angelo, Texas 76904
Julia Matthews Wilkinson U.S. Director Investor
305 Camp Craft Rd., 305 Camp Craft Rd., Ste. 150
Suite 150 Austin, Texas 78746
Austin, Texas 78746
</TABLE>
