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): July 28, 1997
PARKER & PARSLEY PETROLEUM COMPANY
(Exact name of Registrant as specified in its charter)
Delaware 1-10695 74-2570602
(State or other jurisdiction of Commission (I.R.S. Employer
incorporation or organization) File Number Identification Number)
303 West Wall, Suite 101, Midland, Texas 79701
(Address of principal executive offices) (Zip code)
Registrant's Telephone Number, including area code : (915) 683-4768
Not applicable
(Former name, former address and former fiscal year,
if changed since last report)
Page 1 of 5 pages.
Exhibit Index on page 4.
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ITEM 5. Other Events
On July 28, 1997, the Company announced the conversion of its 6 1/4%
Cumulative Guaranteed Monthly Income Convertible Preferred Shares ("Preferred
Shares") to common stock at a rate of 1.7778 shares of common stock for each
Preferred Share. The announcement is included as Exhibit 99 to this Report and
should be read in connection with the consolidated financial statements and
notes thereto included in the Company's 1996 Annual Report on Form 10-K. .
ITEM 7. Financial Statements and Exhibits
c) Exhibits:
99. - Press Release
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PARKER & PARSLEY PETROLEUM COMPANY
S I G N A T U R E S
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.
PARKER & PARSLEY PETROLEUM COMPANY
Date: July 31, 1997 By: /s/ Scott D. Sheffield
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Scott D. Sheffield, President
and Chief Executive Officer
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Exhibit Index
Exhibit No. Description
99. Press Release
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EXHIBIT 99
Parker & Parsley Petroleum Converts
Monthly Income Convertible Preferred Shares
Midland, Texas, July 28, 1997 -- Parker & Parsley Petroleum Company
("Parker & Parsley") (NYSE: PDP) announced today that it has elected, as manager
of Parker & Parsley Capital LLC, a limited life company organized under the laws
of the Turks and Caicos Islands, to exercise its right to require each record
holder of 6 1/4% Cumulative Guaranteed Monthly Income Convertible Preferred
Shares of Parker & Parsley Capital LLC (the "MIPS") to mandatorily exchange all
MIPS for shares of common stock of Parker & Parsley Petroleum Company. The
mandatory exchange will be effective immediately before the close of business on
July 28, 1997.
As a result of the mandatory exchange, each share of MIPS will be
converted into 1.7778 shares of Parker & Parsley common stock, or a total of
approximately 6.7 million shares. No fractional shares will be issued, and cash
will be paid in lieu of fractional shares based on the closing price on Friday,
July 25, of $38.25 per share. With the conversion of the MIPS, Parker &
Parsley's total shares outstanding will be 41.8 million shares. Parker & Parsley
believes the effects of the mandatory exchange include strengthening Parker &
Parsley's balance sheet and eliminating annual dividend payments on the MIPS of
$11.8 million each year.
Parker & Parsley Petroleum Company is one of the largest public
independent oil and gas exploration and production companies in the United
States. Parker & Parsley's oil and gas properties are located in the United
States principally in the Permian Basin of West Texas, the onshore Gulf Coast
region of South Texas and Louisiana and the Mid-Continent region, and in
Argentina.
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For Information Contact:
Lon C. Kile (915) 683-4768
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