May 10, 1995
EDGAR
Securities and Exchange Commission
Washington, DC 20549
Gentlemen:
Enclosed on behalf of MacKay-Shields Financial Corporation are six copies of
an amendment to Schedule 13G setting forth information with respect to the
following security:
Parker & Parsley, Common Stock
Would you please acknowledge receipt of the enclosed documents by stamping and
returning a copy of this letter in the enclosed stamped, self addressed
envelope.
Very truly yours,
MACKAY-SHIELDS FINANCIAL CORPORATION
By___________________________________
General Counsel
cc: J. Stine
Enclosures
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No._1_)*
Parker & Parsley
(Name of issuer)
Common Stock
(Title of Class of Securities)
70101810
(CUSIP Number)
Check the following box if a fee is being paid with this statement . (A fee
is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in 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 page(s))
Page 1 of _6__ Pages
CUSIP No. __70101810 ________ 13G Page __2__ of __6__ Pages
1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON MacKay-Shields Financial Corporation ("MSFC") 13-2631681; MSFC
is also filing on behalf of its parent, New York Life Insurance Company
("NYLIC")2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
Not Applicable
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware (United States) NUMBER OF
5 SOLE VOTING POWER Not Applicable as to MSFCSHARES
Applicable as to NYLIC 70,046BENEFICIALLY
6 SHARED VOTING POWER 3,718,683 as to MSFC (See Item 4a on page
4)OWNED BY 0 as to NYLIC EACH 7 SOLE DISPOSITIVE
POWER Not Applicable as to MSFCREPORTING Applicable as to NYLIC
70,046 PERSON 8 SHARED DISPOSITIVE POWER
3,718,683 as to MSFC
WITH 0 as to NYLIC
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,788,729
MSFC 3,718,683 NYLIC 70,04610 CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* Not Applicable 11 PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW 9 10.7% (See Item 4a on page 4)
12 TYPE OF REPORTING PERSON* IA NYLIC is an IC
*SEE INSTRUCTION BEFORE FILLING OUT!
SCHEDULE 13GSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Under the Securities Exchange Act of 1934
ITEM 1 (a) Name of Issuer:
Parker & Parsley
ITEM 1 (b) Address of Issuer's Principal Executive Offices:
303 West Wall, Suite 1010
Midland, TX 79701
ITEM 2 (a) Name of Person Filing:
MacKay-Shields Financial Corporation
ITEM 2 (b) Address of Principal Business Office:
9 West 57th Street
New York, NY 10019
ITEM 2 (c) Citizenship:
United States
ITEM 2 (d) Title of Class of Securities:
Common Stock
ITEM 2 (e) CUSIP Number:
70101810
ITEM 3. If this statement is filed pursuant to Rules 13d-1 (b), or 13d-2(b),
check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of the Act
(d) [ ] Investment Company registered under section 8 of the Investment
Company Act
(e) [X] Investment adviser registered under Section 203 of the Investment
Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974 or Endowment
Fund; see section 240.13d-1 (b)(1)(ii)(F)
Page _3_ of _6_ Pages
SCHEDULE 13G cont.
(g) [ ] Parent Holding Company, in accordance with section 240.13d-l(b)
(ii)(G)
(Note: See Item 7)
(h) [ ] Group, in accordance with section 240.13d-1 (b)(1)(ii)(H)
ITEM 4. Ownership.
If the percent of the class owned, as of December 31 of the year covered
by the statement, or as of the last day of any month described in Rule
13d-l(b)(2), if applicable, exceeds five percent, provide the following
information as of that date and identify those shares which there is a right
to acquire.
(a) Amount Beneficially Owned:
Aggregate 3,788,729 consisting of (i) 3,280,100 shares of common stock and
438,583 shares of common stock which may be acquired upon conversion of
convertible preferred stock 144A, re MSFC and (ii) 70,046 shares of common
stock re NYLIC
(b) Percent of Class:
10.7%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
Not Applicable as to MSFC
Applicable as to NYLIC 70,046
(ii) shared power to vote or to direct the vote
3,718,683 as to MSFC (See Item 4a on this page).
0 as to NYLIC
(iii) sole power to dispose or to direct the disposition of
Not applicable as to MSFC
Applicable as to NYLIC 70,046
(iv) shared power to dispose or to direct the disposition of
3,718,683 as to MSFC
0 as to NYLIC
Page _4_ of _6_ Pages
SCHEDULE 13G cont.
ITEM 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [ ].
ITEM 6. Ownership of More than Five Percent on Behalf of Another Person.
If any 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, such
securities, a statement to that effect should be included in response to
this item and, if such interest relates to more than five percent of the
class, such person should be identified. A listing of the shareholders of an
investment company registered under the Investment Company Act of 1940 or the
beneficiaries of employee benefit plan, pension fund
Clients of the filing investment manager have the right to receive and the
ultimate power to direct the receipt of dividends from, or the proceeds of
the sale of, such securities. No interest of any such clients relates to
more than 5% of the class. NYLIC has the power to direct dividends or
proceeds for its securities.
ITEM 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
If a parent holding company has filed this Form, so indicate under Item 3 (g)
and attach an exhibit stating the identity and the Item 3 classification of
the relevant subsidiary, and, if applicable, a separate exhibit furnishing
the information called for by Rule 13d-l(b)(1)(ii)(G) with respect to
non-qualified subsidiaries.
Not Applicable
ITEM 8. Identification and Classification of Members of the Group.
If a group has filed this Schedule, so indicate under Item 3(h) and attach an
exhibit stating the identity and Item 3 classification of each member of the
group.
Not Applicable
Page __5_ of _6__ Pages
SCHEDULE 13G cont.
ITEM 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an exhibit stating
the date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by
members of the group, in their individual capacity. See Item 5.
Not Applicable
ITEM 10. Certification
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect
of changing or influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any transaction
having such purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: May 10, 1995
Signature:
Name/Title: Jeffry B. Platt, General Counsel
Page _6__ of _6__ Pages
