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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)
Tucker S. Bridwell
400 Pine, Suite 1000
Abilene, Texas 79601
(915) 677-1367
(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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CUSIP No. 699157103 13D Page 2 of 11 Pages
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Dian Graves Owen
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)
P F
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
SHARES 295,714
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING 985,714
PERSON
WITH 9. SOLE DISPOSITIVE POWER
295,714
10. SHARED DISPOSITIVE POWER
985,714
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,281,428
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.13%
14. TYPE OF REPORTING PERSON (See Instructions)
I N
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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 Dian Graves Owen ("Owen", or the
"Reporting Person"), an individual having principal executive offices located at
400 Pine, Suite 1000, Abilene, Texas 79601.
Owen is the Chairman of the Board of Directors of the Dian Graves
Owen Foundation. The Owen Foundation was organized under the laws
of Texas on December 27, 1996 and is a tax-exempt entity under Section
501(c)(3) of the Internal Revenue Code of 1986, as amended. The Owen
Foundation is engaged in the business of making charitable grants for
general benevolent and philanthropic purposes.
Owen is also the beneficiary of the Dian Graves Owen Trust (the
"Owen Trust"). The Owen Trust is a revocable grantor trust in which
Owen is the sole beneficiary. The First National Bank of Abilene,
Abilene, Texas, is the sole trustee of the Owen Trust.
The name, business address and principal occupation and address
of employment of each executive officer, director and controlling person
of the Owen Foundation is set forth in Exhibit A attached hereto and
made a part hereof for all purposes.
The Owen Foundation, Owen and the Owen Trust have not, and to
Owen's knowledge, none of the executive officers, directors or
controlling persons of the Owen Foundation or the Owen Trust has,
during the last five years, been convicted in any criminal proceeding,
excluding traffic violations or similar misdemeanors.
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The Owen Foundation, Owen and the Owen Trust have not, and to
Owen's knowledge, no executive officer, director or controlling person of
the Owen Foundation or the Owen Trust 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 Owen Foundation, Owen
or the Owen Trust 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 "Private Placement"). The
Common Stock was sold to twenty-two accredited investors and eight
unaccredited investors. Of the 2,000,000 shares of Common Stock that
were sold by Parallel, 700,000 shares were purchased by the Owen Trust
for cash at a price of $1.60 per share. All investors purchased the
Common Stock on the same terms. All of the purchases were made with
available funds of the Owen Trust.
Item 4. Purpose of Transaction
The shares of Common Stock were acquired by the Owen Trust to
increase its equity interest in Parallel, which the Reporting Person
believes to be an attractive long-term investment.
The Owen Foundation, Owen or the Owen Trust 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
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Parallel, the market price of the Common Stock, the financial condition
of the Owen Foundation, Owen and the Owen Trust and other relevant
factors.
At the present time, the Reporting Person does not have any other
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
20,331,858 shares of Common Stock. In addition, Parallel has a total of
974,500 shares of 6% Convertible Preferred Stock (the "Preferred Stock")
outstanding.
As described in Item 3 above, the Owen Trust is the direct
beneficial owner of a total of 700,000 shares of Common Stock, all of
which were purchased in the Private Placement.
The Owen Foundation is the direct beneficial owner of a total of
285,714 shares of Common Stock, all of which may be acquired upon
conversion of 100,000 shares of Preferred Stock held by the Owen
Foundation.
The shares of Common Stock that may be acquired by the Owen
Foundation upon conversion of the Preferred Stock represent
approximately 1.39% of Parallel's issued and outstanding Common
Stock.
By virtue of her position as Chairman of the Board of Directors of
the Owen Foundation and other controlling influence, Owen may also be
deemed to be the indirect beneficial owner of the 285,714 shares of
Common Stock that may be acquired by the Owen Foundation upon
conversion of 100,000 shares of Preferred Stock held by it. Owen may
be deemed to have shared voting and investment powers with respect to
the 285,714 shares of Common Stock held directly by the Owen
Foundation. However, Owen disclaims beneficial ownership of all
shares of Common Stock beneficially owned by the Owen Foundation.
Owen is the direct beneficial owner of, and has sole voting and
investment powers with respect to, 295,714 shares of Common Stock,
which include:
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285,714 shares of Common Stock that may be acquired by Owen upon
conversion of 100,000 shares of Preferred Stock; and
10,000 shares of Common Stock.
Including (a) the 295,714 shares of Common Stock held directly
and beneficially owned by Owen; (b) 285,714 shares held directly and
beneficially owned by the Owen Foundation; and (c) the 700,000 shares
of Common Stock held directly by the Owen Trust, Owen may be deemed
to be the beneficial owner of a total of 1,281,428 shares of Common
Stock, which represents approximately 6.13% of Parallel's issued and
outstanding Common Stock. Excluding the 285,714 shares of Common
Stock beneficially owned by the Owen Foundation and as to which Owen
disclaims ownership, Owen has beneficial ownership of 995,714 shares
of Common Stock, or approximately 4.83% of Parallel's issued and
outstanding Common Stock.
Although the number of shares of Common Stock beneficially
owned by Owen does not constitute a majority of the outstanding shares
of Common Stock, Owen may nonetheless beneficially own a sufficient
number of shares of Common Stock to influence control of Parallel.
To the best knowledge of Owen, no executive officer or director of
the Owen Foundation and no associate of the Owen Foundation or Owen
owns or has a right to acquire, directly or indirectly, any shares of
Common Stock, except that Tucker S. Bridwell, the President of the
Owen Foundation, has the right to acquire 28,571 shares of Common
Stock upon conversion of 10,000 shares of Preferred Stock owned
directly by him and he also has direct beneficial ownership of 20,000
shares of Common Stock, 10,000 of which were purchased in the Private
Placement.
Except as described in this Statement, no transactions in the
Common Stock were effected during the past 60 days by the Owen
Foundation or Owen or, to the best knowledge of Owen, by any executive
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officer, director or affiliated person of the Owen Foundation or Owen, or
by any subsidiary of the Owen 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 under item 5 above, Owen and the Owen Foundation
each own 100,000 shares of Preferred Stock.
The Preferred Stock bears 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 Dian Graves Owen
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.
/s/ Dian Graves Owen
Dian Graves Owen
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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 Dian Graves Owen Foundation.
<TABLE>
Present Position
Name and with Dian Graves Present Principal Occupation and
Business Address Citizenship Owen Foundation Address of Employment
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<S> <C> <C> <C>
Dian Graves Owen U.S. Chairman of the Chairman of the Board of
400 Pine, Suite 1000 Board of Directors Directors of Dian Graves Owen
Abilene, Texas 79601 Foundation and Chairman of
the Board of Directors of
Mansefeldt Investment
Corporation
400 Pine, Suite 1000
Abilene, Texas 79601
Tucker S. Bridwell U.S. President President of Dian Graves Owen
400 Pine, Suite 1000 and Foundation and President of
Abilene, Texas 79601 Director Mansefeldt Investment
Corporation
400 Pine, Suite 1000
Abilene, Texas 79601
Deborah Owen Carson U.S. Director Personal Investments
400 Pine, Suite 1000
Abilene, Texas 79601
</TABLE>
