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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
November 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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USIP No. 699157103 13D Page 2 of 14 Pages
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)____
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.
7. SOLE VOTING POWER
NUMBER OF
571,428
SHARES
BENEFICALLY 8. SHARED VOTING POWER
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 571,428
PERSON 10. SHARED DISPOSITIVE POWER
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
571,428
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)
2.79%
14. TYPE OF REPORTING PERSON (See Instructions)
I N
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CUSIP No. 699157103 13D Page 3 of 14 Pages
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)____
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
SHARES
7. SOLE VOTING POWER:
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 1,371,482
REPORTING
9. SOLE DISPOSITIVE POWER:
PERSON
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)
6.44%
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
"Statement") 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 Statement 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.
Matthews is the President and a Director of the Dodge Jones
Foundation. 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 also the trustee and sole beneficiary of the Julia
Jones Mathews Family Trust (the "Trust"). The Trust is a revocable
grantor trust.
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.
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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.
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 November 22, 1999, Parallel closed a private placement of
2,000,000 shares of Common Stock. The stock was sold to a total of
twenty-two accredited investors and eight unaccredited investors. Of
the 2,000,000 shares of Common Stock sold by Parallel, 200,000 shares
were purchased by the Trust for cash at a price of $1.60 per share. All
investors purchased the Common Stock on the same terms. The Trust's
purchase was made with available working capital.
Item 4. Purpose of Transaction
The shares of Common Stock were acquired by the Trust to
increase its equity interest in Parallel, which the Trust believes to be an
attractive long-term investment.
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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
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 at the
present time 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;
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(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
(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
20,331,858 shares of Common Stock.
The Dodge Jones Foundation holds directly and is the 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 6% Convertible Preferred Stock (the "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 6.44% 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, in her capacity as trustee and beneficiary of the Trust,
is the beneficial owner of (i) 400,000 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 Preferred
Stock held directly by the Trust. Matthews has sole voting and
investment powers with respect to the Common Stock held and
beneficially owned 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
Preferred Stock held directly by it, and (ii) the 400,000 shares of
Common Stock that are owned directly by the Dodge Jones Foundation.
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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 1,942,856 shares of Common Stock,
which represents approximately 9.05% 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. The fact that Matthews has included
securities owned by the Dodge Jones Foundation in this Statement shall
not be deemed an admission that Matthews is the beneficial owner of
any such securities. Excluding the 1,371,428 shares of Common Stock
beneficially owned by the Dodge Jones Foundation and as to which
Matthews disclaims beneficial ownership, Matthews has beneficial
ownership of 571,428 shares of Common Stock, or approximately 2.79%
of Parallel's issued and outstanding Common Stock. Matthews has sole
voting and investment powers with respect to 571,428 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 42,300 shares of Common Stock. Of the 42,300 shares of Common
Stock owned by Joseph E. Canon, 20,000 shares were purchased by him
in Parallel's private placement described under Item 3.
Except as described in this Statement, no transactions in the
Common Stock were effected during the past 60 days by the Dodge
Jones Foundation, the Trust or Matthews or, to the best knowledge of
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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.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer
As described in Item 5 above, the Trust and the Dodge Jones
Foundation collectively own an aggregate of 400,000 shares of the
Company's outstanding Preferred Stock.
All holders of the Preferred Stock are entitled to dividends at the
rate of $.60 per share per annum and are payable semi-annually on
June 15 and December 15 of each year. Each share of Preferred Stock
may be converted, 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 Preferred Stock may be
redeemed at the Company's option, in whole or part, for $10.00 per
share plus accrued dividends. The Preferred Stock does not have any
voting rights, except as required by applicable law and except that as
long as any shares of Preferred Stock remain outstanding, the holders of
a majority of the outstanding shares of the Preferred Stock may vote on
any proposal to change any provision of the Preferred Stock which
materially and adversely affects the rights, preferences or privileges of
the Preferred Stock. The Preferred Stock is senior to the Common Stock
with respect to dividends and on liquidation, dissolution or winding up
of the Company. The Preferred Stock has a liquidation preference of
$10.00 per share, plus accrued and unpaid dividends.
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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.
Exhibit B Joint Filing Agreement
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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 Statement 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 Statement is true,
complete and correct.
/s/ Julia Jones Matthews
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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. Director and Vice Office Manager
400 Pine, Suite 900 President Dodge Jones Foundation
Abilene, Texas 79601 400 Pine, Suite 900
Abilene, Texas 79601
Lawrence E. Gill U.S. Director and Vice Grants Administrator
400 Pine, Suite 900 President Dodge Jones Foundation
Abilene, Texas 79601 400 Pine, Suite 900
Abilene, Texas 79601
John A. Matthews, Jr. U.S. Director Investor/Rancher
2030-A Loop 306 2030-A Loop 306
San Angelo, Texas 76904 San Angelo, Texas 76904
Kade L. Matthews U.S. Director Investor/Rancher
P.O. Box 1170 P.O. Box 1170
Clarendon, Texas 79226 Clarendon, Texas 79226
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EXHIBIT B
Joint Filing Agreement
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934,
as amended, the undersigned hereby agree to the joint filing with all other
Reporting Persons (as such term is defined in the Schedule 13D referred to
below) on behalf of each of them of a statement on Schedule 13D (including
amendments thereto) with respect to the Common Stock, par value $0.01 per share,
of Parallel Petroleum Corporation and that this Joint Filing Agreement be
included as an Exhibit to such joint filing. This Joint Filing Agreement may be
executed in any number of counterparts all of which taken together shall
constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned
hereby execute this Joint Filing Agreement this 16th day of December, 1999.
Dodge Jones Foundation
By: /s/ Joseph E. Canon
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Joseph E. Canon, Executive Director
/s/ Julia Jones Matthews
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Julia Jones Matthews, individually
