May 9, 1996
EDGAR
Securities and Exchange Commission
Washington, DC 20549
Gentlemen:
Enclosed on behalf of MacKay-Shields Financial Corporation is an amendment to
Schedule 13G setting forth information with respect to the following security:
Parker & Parsley Petroleum Company, Common Stock
Would you please acknowledge receipt of the enclosed document by affirmation
number.
Very truly yours,
MACKAY-SHIELDS FINANCIAL CORPORATION
By___________________________________
General Counsel
Enclosures
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Parker & Parsley Petroleum Company
(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 to 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 PERSONS
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*
Not applicable (a) []
(b) []
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware (United States)
5 SOLE VOTING POWER
NUMBER OF Not Applicable as to MSFC
SHARES Applicable as to NYLIC 195,800
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 1,865,276 as to MSFC (See Item 4a on page 4)
0 as to NYLIC
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH Not Applicable as to MSFC
Applicable as to NYLIC 195,800
8 SHARED DISPOSITIVE POWER
1,865,276 as to MSFC
0 as to NYLIC
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,061,076 1,865,276 as to MSFC
195,800 as to NYLIC
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9*
5.8% (See Item 4a on page 4)
12 TYPE OF REPORTING PERSON*
IA
NYLIC is an IC
SCHEDULE 13G
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Under the Securities Exchange Act of 1934
ITEM 1 (a) Name of Issuer:
Parker & Parsley Petroleum Company
ITEM 1 (b) Address of Issuer's Principal Executive Office:
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 Offices, or if none,
Residence:
9 West 57th Street
New York, NY 10019
ITEM 2 (c) Citizenship:
Delaware (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-1(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-1 (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 2,061,076 consisting of (i) 1,630,850 shares of common
stock and 234,426 shares of common stock which may be acquired
upon conversion of convertible preferred stock 144A re MSFC,
and (ii) 195,800 shares of common stock which may be acquired
upon conversion of convertible preferred stock 144A re NYLIC.
(b) Percent of Class:
5.8%.
(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 (see item 4a on this page)
195,800 as to NYLIC
(ii) shared power to vote or to direct the
vote
1,865,276 as to MSFC
0 as to NYLIC
(iii) sole power to dispose or to direct the disposition
of
Not Applicable as to MSFC
Applicable as to NYLIC 195,800
(iv) shared power to dispose or to direct the disposition
of
1,865,276 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 [ ].
Not Applicable
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 shareholders of an
investment company registered under the Investment Company Act
of 1940 or the beneficiaries of employee benefit plan, pension
fund or endowment fund is not required.
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 schedule, pursuant
to Rule 13d-1(b)(ii)(G), so indicate under Item 3 (g) and attach
an exhibit stating the identity and the Item 3 classification of
the relevant subsidiary. If a parent holding company has filed
this schedule pursuant to Rule 13d-1(c) attach an exhibit
stating the identification of the relevant subsidiary.
Not Applicable
ITEM 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to Rule
13d-1(b)(ii)(H), so indicate under Item 3(h) and attach an
exhibit stating the identity and Item 3 classification of each
member of the group. If a group has filed this schedule
pursuant to Rule 13d-1(c), attach an exhibit stating the
identity 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
The following certification shall be included if the
statement is filed pursuant to Rule 13d-1(b):
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 9, 1996
Signature:
Name/Title Jeffry B. Platt, General Counsel
Page 6 of 6 Pages
