<PAGE> 1
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)
(CUSIP Number)
-------------------------------------
Wes-Tex Drilling Company
519 First National Bank Bldg. West
Abilene, Texas 79604 (915) 677-9121
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 25, 1988
--------------------------------------
(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(b)(3) or (4), check the following
box__.
Check the following box is a fee is being paid with the statement x. (A fee
is not required only if the reporting 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.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filed out for a reporting person'
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(s))
<PAGE> 2
CUSIP No. __________________
13D
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wes-Tex Drilling Company
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ____
(b) ____
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC, 00
5. CHECK BOX 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 872,488
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING 9. SOLE DISPOSITIVE POWER:
PERSON 872,488
WITH 10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
872,488
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.03%
14. TYPE OF REPORTING PERSON (See Instructions)
CO
SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
Item 1. Security and Issuer
The class of securities to which this Statement relates is the common
stock, par value $.01 per share ("Common Stock"), of Parallel Petroleum
Corporation, a Delaware corporation ("Parallel"), whose address is One
Marienfeld Place, Suite 345, Midland, Texas 79701.
Item 2. Identity and Background
This Statement is being filed by Wes-Tex Drilling Company, a Texas
corporation ("Wes-Tex"), whose address is 519 First National Bank Building
West, Abilene, Texas 79604.
Wes-Tex is primarily engaged in the business of drilling for oil and/or
gas on a contract basis for major and independent oil and/or gas companies.
Wes-Tex is secondarily engaged in the production of oil and/or gas primarily
on a non-operator basis.
Wes-Tex is based in Abilene, Texas, and operates mainly in the Permian
Basin area of the Southwestern United States. Wes-Tex has been in business
for approximately 30 years.
The name, residence address and principal occupation and address of
employment of each executive officer, director and controlling person of
Wes-Tex are set forth in Exhibit A attached hereto and made a part hereof
for all purposes.
Neither Wes-Tex nor, to its knowledge, any executive officer, director
or controlling person of Wes-Tex has, during the past 5 years, been convicted
in any criminal proceeding, excluding traffic violations or similar
misdemeanors.
Neither Wes-Tex nor, to its knowledge, any executive officer, director
or controlling person of Wes-Tex has, during the past 5 years, been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which it 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
In 1986 Parallel sold and Wes-Tex purchased 18,334 shares of $.30
Cumulative Convertible Preferred Stock ("Cumulative Preferred Stock") at a
price of $3.00 per share. The Cumulative Preferred Stock was convertible
into Common Stock at a conversion rate of twelve shares of Common Stock for
<PAGE> 4
each one share of Cumulative Preferred Stock. The $55,000 consideration paid
for the Cumulative Preferred Stock was financed from Wes-Tex's cash on hand.
On September 22, 1988, Wes-Tex converted the Cumulative Preferred Stock into
220,008 shares of Common Stock.
In 1987, Parallel executed a promissory note (the"Note") in the principal
sum of $249,376.83 payable to Wes-Tex and a Deed of Trust (the "Deed of Trust")
covering various oil and gas properties for the benefit of Wes-Tex to secure
payment on the Note. In October, 1988, Parallel entered into an agreement
with Wes-Tex to restructure the trade indebtedness evidenced by the Note and
secured by the Deed of Trust. Under the terms of the restructuring, Parallel
entered into a Stock Purchase Agreement ("Stock Purchase Agreement") dated
October 10, 1988 with Wes-Tex pursuant to which Parallel issued and sold to
Wes-Tex an aggregate of 65,248 shares of Non-voting Convertible Preferred
Stock, $.10 par value ("Preferred Stock"), at a price of $3.50 per share.
The Preferred Stock has a liquidation preference of $3.50 per share and is
convertible into Common Stock at an initial conversion rate of ten
shares of Common Stock for each one share of Preferred Stock, subject to
adjustment for any stock split, reverse stock split, stock dividend or
similar event. The consideration paid for the Preferred Stock was the
cancellation of the Note which had an outstanding balance of $228,368.82 and
the release by Wes-Tex of the Deed of Trust which secured said Note.
A copy of the Note is filed as Exhibit B hereto and made a part hereof
for all purposes.
A copy of the Certificate of Designations, Preferences and Rights of the
Preferred Stock is filed as Exhibit C hereto and made a part hereof for all
purposes.
A copy of the Stock Purchase Agreement is filed as Exhibit D hereto and
made a part hereof for all purposes.
Item 4. Purpose of Transaction
The purpose of the transaction to which this Statement relates is to
restructure trade indebtedness owed to Wes-Tex from Parallel, by allowing
Wes-Tex to acquire additional equity in Parallel.
Although the number of shares of Common Stock beneficially owned by
Wes-Tex does not constitute a majority of the outstanding shares of Common
Stock, Wes-Tex may nonetheless beneficially own sufficient shares of Common
Stock to exercise control over Parallel.
It is possible that at a future date Wes-Tex might acquire additional
shares of Common Stock, through open market or privately negotiated
transactions. Any such future decision will be made by Wes-Tex in light of
<PAGE> 5
the then current financial conditions and prospects of Parallel, the market
price of the Stock, the financial condition of Wes-Tex and other relevant
factors.
Item 5. Interest in Securities of the Issuer
(a) Wes-Tex is the record owner of 220,008 shares of Common Stock and
currently has the right to acquire 652,480 shares of Common Stock; therefore,
Wes-Tex is the beneficial owner of 872,488 shares of Common Stock. This
represents 8.03% of Parallel's issued and outstanding Common Stock.
(b) Wes-Tex retains both voting and investment power.
(c) To the best of Wes-Tex's knowledge, no executive officer or director
of Wes-Tex and no associate of Wes-Tex owns or has a right to acquire, directly
or indirectly, any shares of Common Stock. Other than as stated above, no
transactions in the Common Stock were effected during the past 60 days by
Wes-Tex or, to the best of Wes-Tex's knowledge, by any executive officer,
director or affiliated person of Wes-Tex, or by any subsidiary of Wes-Tex or
by any executive officer, director or affiliated person of any such subsidiary.
(d) 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.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer
Not applicable
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 Investor.
Exhibit B Note.
Exhibit C Certificate of Designations, Preferences and Rights of the Preferred
Stock.
<PAGE> 6
Exhibit D Stock Purchase Agreement dated October 10, 1988 between Parallel and
Wes-Tex.
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.
WES-TEX DRILLING COMPANY
By: /s/ Charles Ezzell
Name: Charles Ezzell
Title: Executive Vice-President
<PAGE> 7
EXHIBIT A
Name, residence address and present principal occupation and address
of employment of the executive officers, directors and controlling
persons of Investor:
<TABLE>
Name, Residence Present Position Present Principal Occupation and
Address Citizenship with Investor Address of Employment
- --------------- ----------- ---------------- --------------------------------
<S> <C> <C> <C>
Myrle Greathouse U.S.A. Director, President President, Sole Stockholder
#5 Glen Abbey Court Sole Stockholder 519 First National Bank Bldg. West
Abilene, Texas 79606 Abilene, Texas 79604
Charles Ezzell U.S.A. Director, Executive Director, Executive Vice President
1633 Hillview Vice President 519 First National Bank Bldg. West
Abilene, Texas 79601 Abilene, Texas 79604
Danny Mullen U.S.A. Director, Vice Director, Vice President
1725 Woodridge President 519 First National Bank Bldg. West
Abilene, Texas 79605 Abilene, Texas 79604
Randy Thompson U.S.A. Director, Vice Director, Executive Vice President
105 Lawrence Circle President of Drilling of Drilling Operations
Abilene, Texas 79605 Operations 519 First National Bank Bldg. West
Abilene, Texas 79604
Marcella Greathouse U.S.A. Director, Officer Director, Officer
#5 Glen Abbey Court 519 First National Bank Bldg. West
Abilene, Texas 79606 Abilene, Texas 79604
Helen R. Little U.S.A. Officer Officer
4633 Sage Circle 519 First National Bank Bldg. West
Abilene, Texas 79606 Abilene, Texas 79606
</TABLE>
<PAGE> 8
Exhibit B
DEED OF TRUST NOTE
------------------
$249,376.83 Midland, Texas December 31, 1987
For value received, PARALLEL PETROLEUM CORPORATION, a Delaware
corporation duly authorized to do business in the State of Texas (hereinafter
"Maker") whose address is One Marienfeld Place, Suite 345, Midland, Texas
79701 hereby promises to pay to the order of WES-TEX DRILLING COMPANY, a
Texas corporation (hereinafter "Payee") whose address is P.O. Box 3739,
Abilene, Texas 79604, the principal sum of Two Hundred Forty-nine Thousand
Three Hundred Seventy-six and 83/100 Dollars ($249,376.83), together with
interest from the date hereof on the principal balance from time to time
remaining unpaid prior to default or maturity at a rate per annum equal to
ten percent (10%); provided, however, that the interest payable shall not
exceed the maximum amount that may be lawfully charged. Interest on this
Note ("Note") shall be calculated at a daily rate equal to 1/365 of the
annual percentage rate which this Note bears, subject to the provisions
hereof limiting interest to the maximum permitted by applicable law.
This Note shall be payable in monthly installments of Five Thousand and
No/100 Dollars ($5,000.00) each, including interest; the first of such
installments shall be due and payable on the 1st day of February, 1988, and
a like installment shall be due and payable on the same day of each succeeding
month thereafter until January 1, 1990, when the entire balance of principal
and accrued interest shall be due and payable.
Each installment shall be applied first to the payment of accrued
interest due on the unpaid principal balance and the remainder of each
installment shall be applied to the reduction of principal.
If default be made in the payment of this Note or in the performance of
any covenant in any instrument securing the payment of this Note, the entire
principal balance and accrued interest owing hereon, shall at once become
due and payable without notice, at the option of the holder of this Note.
Failure to exercise this option shall not constitute a waiver of the right
to exercise the same in the event of any subsequent default.
After default or maturity, principal and past-due interest shall bear
interest at the maximum nonusurious rate permitted by applicable federal or
Texas law from time to time in effect, whichever shall permit the highest
lawful rate.
<PAGE> 9
Maker, and each surety, and endorser of this Note severally waive demand,
presentment, notice of dishonor, notice of intent to demand or accelerate
payment hereof, notice of acceleration, diligence in collecting, grace,
notice, and protest, and agree to one or more extensions for any period or
periods of time and partial payments, before or after maturity, without
prejudice to the holder, and if this Note shall be collected by legal
proceedings or through a probate or bankruptcy court, or shall be placed in
the hands of an attorney for collection after default or maturity,
Payee agrees to pay all costs of collection, including reasonable attorney's
fees.
This Note is secured by that certain Deed of Trust of even date herewith
from Maker to Payee, mortgaging certain properties located in Howard and
Taylor Counties, Texas.
This Note or any collateral documents relating to this Note, including,
but not limited to, the Deed of Trust described above, may not be transferred,
assigned or pledged by the Payee without the express written consent of the
Maker.
All agreements between Maker and Payee whether now existing or hereafter
arising and whether written or oral, are hereby limited so that in no
contingency, whether by reason of demand for payment or acceleration of the
maturity hereof or otherwise, shall the interest contracted for, charged or
received by the owner or holder hereof exceed the maximum amount permissible
under applicable law. If, from any circumstance whatsoever, interest would
otherwise be payable to the holder hereof in excess of the maximum lawful
amount, the interest payable to the holder hereof shall be reduced to the
maximum amount permitted under applicable law, and if from any circumstance
the holder hereof shall ever receive anything of value deemed interest by
applicable law in excess of the maximum lawful amount, an amount equal to any
excessive interest shall be applied to the reduction of the principal hereof
and not to the payment of interest, or if such excessive interest exceeds
the unpaid balance of principal hereof such excess shall be refunded to the
undersigned. All interest paid or agreed to be paid to the holder hereof
shall, to the extent permitted by applicable law, be amortized, prorated,
allocated, and spread throughout the full period until payment in full of
the principal (including the period of any renewal or extension hereof) so
that the interest hereon for such full period shall not exceed the maximum
amount permitted by applicable law. This paragraph shall control all
agreements between Maker and the holder hereof.
This Note shall be construed in accordance with the laws of the State of
Texas and the laws of the United States applicable to transactions in Texas.
<PAGE> 10
To the extent that TEX. REV. CIV. STAT. ANN. art. 5069-1.04, as amended,
is applicable to this Note, the indicated rate ceiling specified in such
article is the applicable ceiling; provided that, if any applicable law
permits greater interest, the law permitting the greatest interest shall
apply.
PARALLEL PETROLEUM CORPORATION
By: /s/
Name: Larry C. Oldham
Title: Executive Vice President
Exhibit C
<PAGE> 11
PARALLEL PETROLEUM CORPORATION
CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS
OF PREFERRED STOCK NON-VOTING CONVERTIBLE
PREFERRED STOCK
Pursuant to Section 151 of the Delaware
General Corporation Law
The undersigned, President and Secretary, respectively, of Parallel
Petroleum Corporation, a Delaware corporation (the "Company"), certify that
pursuant to authority granted to and vested in the Board of Directors of the
Company by the provisions of the Certificate of Incorporation of the Company,
the Board of Directors has duly adopted the following resolutions creating a
series of Preferred Stock of the Company designated as the Non-Voting
Convertible Preferred Stock :
RESOLVED, by the Board of Directors of Parallel Petroleum Corporation,
a Delaware corporation (the "Company"), that pursuant to authority expressly
granted to and vested in the Board of Directors by the provisions of the
Certificate of Incorporation of the Company, the Board of Directors hereby
creates a series of the class of authorized Preferred Stock, $.10 par value
("Preferred Stock"), of the Company, and authorizes the issuance thereof,
and hereby fixes the designations and amount thereof, and the voting powers,
preferences and relative, participating, optional and other special rights of
the shares of such series, and the qualifications, limitations or restrictions
thereof (in addition to the designations, preferences and relative,
participating and other special rights, and the qualifications, limitations
or restrictions thereof, set forth in the Certificate of Incorporation of the
Company, which are applicable to the Preferred Stock) as follows:
1.1 Designation and Amount. The shares of such series shall be designated
"Non-Voting Convertible Preferred Stock" (such series being hereinafter
sometimes called "this Series"), and the number of shares constituting such
Series shall initially be 65,248. The number of authorized shares of this
Series may be reduced by further resolution duly adopted by the Board of
Directors of the Company and by the filing of a certificate pursuant to the
provisions of the General Corporation Law of the State of Delaware stating
that such reduction has been so authorized, but the number of authorized
shares of this Series shall not be increased. Shares in this Series have a
par value of $.10 per share.
1.2 Dividends. The holders of shares of this Series shall not be
entitled to receive dividends.
<PAGE> 12
1.3 Conversion. The holders of shares of this Series shall have the
right, at their option, to convert all or any part of such shares of this
Series into shares of Common Stock of the Company at any time on and subject
to the following terms and conditions:
(a) The shares of this Series shall be convertible at the office
of any transfer agent for such stock, and at such other place or places,
if any, as the Board of Directors of the Company may designate, into
fully paid and nonassessable shares) calculated as to each conversion to
the nearest 1/100th of a share) of Common Stock of the Company. The
number of shares of Common Stock issuable upon conversion of each
share of this Series shall be equal to $3.50 divided by the conversion
price in effect at the time of conversion, determined as hereinafter
provided. The price at which shares of Common Stock shall be delivered
upon conversion (herein called the "conversion price") shall be initially
$.35 per share of Common Stock. The conversion price shall be subject
to adjustment from time to time in certain instances as hereinafter
provided. If the Company calls for the redemption of any shares of this
Series, such right of conversion shall cease and terminate, as to the
shares designated for redemption, at the close of business on the
redemption date, unless the Company defaults in the payment of the
redemption price. No fractional shares of Common Stock will be issued.
A cash payment will be paid in lieu of any fractional share in an amount
equal to the same fraction of the last sale price of the Common Stock
(determined as provided in Section 1.3(c)(iv)) at the close of business on
the business day which next precedes the day of conversion.
(b) Before any holder of shares of this Series shall be entitled
to convert the same into Common Stock, he shall surrender the
certificate or certificates therefor, duly endorsed or assigned to the
Company or in blank, at the office of any transfer agent for such stock
or at such other place or places, if any, as the Board of Directors of the
Company may have designated, and shall give written notice to the
Company at said office or place that he elects to convert the same and
shall state in writing therein the name or names (with addresses) in
which he wishes the certificate or certificates for Common Stock to be
issued. No payment or adjustment shall be made upon any conversion
on account of any dividends on the Common Stock issued upon
conversion. The Company will, as soon as practicable thereafter, issue
and deliver at said office or place to such holder of shares of this
Series, or to his nominee or nominees, certificates for the number of full
shares of Common Stock to which he shall be entitled as aforesaid, together
with cash in lieu of any fraction of a share. Shares of this Series shall
<PAGE> 13
be deemed to have been converted as of the close of business on the date
of surrender of such shares for conversion as provided above, and the
person or persons entitled to receive the Common Stock issuable upon
such conversion shall be treated for all purposes as the record holder or
holders of such Common Stock as of the close of business on such date.
(c) The conversion price in effect at any time shall be subject
to adjustment as follows:
(i) In case the Company shall (A) declare a
dividend or make a distribution payable in Common Stock
on any class of capital stock of the Company, unless the
payment thereof would increase the number of shares of
Common Stock outstanding by less than one percent (1%),
(B) subdivide or reclassify its outstanding shares of
Common Stock into a greater number of shares, or (C)
combine its outstanding shares of Common Stock into a
smaller number of shares, the conversion price in effect at
the time of the record date for such dividend or distribution
or the effective date of such subdivision, combination or
reclassification shall be proportionately reduced in the case
of any increase in the number of shares of Common Stock
outstanding and increased in the case of any reduction in
the number of shares of Common Stock outstanding so that
the holder of any share of this Series surrendered for
conversion after such time shall be entitled to receive the
kind and amount of shares which he would have owned or
have been entitled to receive had such share of this Series
been converted into Common Stock immediately prior to
such time and had such Common Stock received such
dividend or other distribution or participated in such
subdivision, combination or reclassification. Such
adjustment shall be effective as of the record date for such
dividend or distribution or the effective date of such
combination, subdivision or reclassification and shall be
made successively whenever any event listed above shall
occur.
(ii) In case the Company shall issue rights or
warrants to all holders of its Common Stock entitling them
to subscribe for or purchase shares of Common Stock at a
price per share less than the Current Market Price (as
defined in paragraph (iv) below) of the Common Stock, on
<PAGE> 14
the date fixed for the determination of stockholders entitled
to receive such rights or warrants, the conversion price at
the opening of business on the day following the date fixed
for such determination shall be reduced by multiplying the
conversion price by a fraction of which the numerator shall
be the number of shares of Common Stock outstanding at
the close of business on the date fixed for such
determination plus the number of shares of Common Stock
which the aggregate of the offering price of the total
number of shares of Common Stock so offered for
subscription or purchase would purchase at such Current
Market Price of the Common Stock and the denominator
shall be the number of shares of Common Stock
outstanding at the close of business on the date fixed for
such determination plus the number of shares of Common
Stock so offered for subscription or purchase, such
reduction to become effective immediately after the opening
of business on the day following the date fixed for such
determination. For purposes of determining under this
paragraph the number of shares of Common Stock
outstanding at any time, there shall be excluded all shares
of Common Stock held in the treasury of the Company. If
any or all such rights or warrants are not so issued or expire
or terminate before being exercised, the conversion price
then in effect shall be appropriately readjusted.
(iii) In case the Company shall distribute to all
holders of its Common Stock evidences of its indebtedness
or assets (including securities, but excluding cash dividends
or a distribution referred to in paragraph (i) above or paid
out of earned surplus) or subscription rights or warrants
(excluding those referred to in paragraph (ii) above), the
conversion price shall be adjusted so that it shall equal the
price determined by multiplying the conversion price in
effect immediately prior to the close of business on the date
fixed for the determination of stockholders entitled to
receive such distribution by a fraction of which the
numerator shall be the Current Market Price per share of the
Common Stock on the date fixed for such determination
less the then fair market value (as determined by the Board
of Directors of the Company, in good faith and in the
exercise of its reasonable business judgment and described
in a Board Resolution filed with any transfer agent for this
<PAGE> 15
Series) of the portion of the assets or evidences of
indebtedness so distributed applicable to one share of
Common Stock and the denominator shall be such Current
Market Price per share of the Common Stock. Such
adjustment shall become effective immediately prior to the
opening of business on the day following the date fixed for
the determination of stockholders entitled to receive such
distribution.
(iv) For the purpose of any computation under
paragraphs (ii) and (iii) above, the "Current Market Price" per
share of Common Stock on any date shall be deemed to be
the average of the daily closing prices per share of Common
Stock for 15 consecutive business days selected by the
Company commencing no more than 45 business days
before such date. The closing price for each day shall be
the last reported sales price regular way or, in case no such
sale takes place on such day, the average of the closing bid
and asked prices regular way, in either case on the
American Stock Exchange, or, if the Common Stock is not
listed or admitted to trading on such Exchange, on the
principal national securities exchange on which the Common
Stock is listed or admitted to trading, or if it is not listed or
admitted to trading on any national securities exchange or
no such quotations are available, the average of the closing
bid and asked prices as furnished by any member of the
National Association of Securities Dealers, Inc. selected
from time to time by the Company for that purpose or if no
such quotations are available, the fair market value as
determined in good faith in the exercise of their reasonable
business judgment by the Board of Directors of the
Company.
(v) All calculations under this section 1.3(c) shall
be made to the nearest cent or to the nearest one-
hundredth of a share, as the case may be.
(vi) No adjustment in the conversion price shall be
required unless such adjustment would require a change of
at least 1% in such price; provided, however, that any
adjustments which by reason of this paragraph (vi) are not
required to be made shall be carried forward and taken into
account in any subsequent adjustment.
<PAGE> 16
(d) Whenever the conversion price is adjusted as herein
provided:
(i) the Company shall promptly file any of the
transfer agents for this Series a certificate of the Treasurer
of the Company setting forth the adjusted conversion price
and showing in reasonable detail the facts upon which such
adjustment is based, including a statement of the
consideration received or to be received by the Company for
any shares of Common Stock issued or deemed to have
been issued; and
(ii) a notice stating that the conversion price has
been adjusted and setting forth the adjusted conversion
price shall forthwith be required, and as soon as practicable
after it is required, such notice shall be mailed by the
Company to the holders of record of this series.
(e)
(i) In case of any consolidation or merger of the
Company with or into any other corporation (other than a
merger which does not result in any reclassification,
conversion, exchange or cancellation of the Common
Stock), or in case of any sale or transfer of all or
substantially all of the assets of the Company, or the
reclassification of the Common Stock into another form of
capital stock of the Company, whether in whole or in part,
the holder of each share of this Series shall have the right
to receive securities, cash or property, or any combination
thereof, having a value equal to the greater of (A) $3.50 per
share, plus an amount equal to all dividends accumulated
and unpaid on each such share at the time of such
consolidation, merger, sale or transfer or reclassification or
(B) the value of the shares of stock and other securities,
cash and property (including, if applicable, Common Stock)
which such holder would have been entitled to receive upon
such consolidation, merger, sale or transfer or
reclassification if he had held the Common Stock issuable
upon the conversion of such share of this Series
immediately prior to such consolidation, merger, sale or
transfer, or reclassification.
<PAGE> 17
(ii) In the event that at any time, as a result of
paragraph (i) above, the holder of any share of this Series
shall become entitled to receive any shares of stock and
other securities and property (including, if applicable,
Common Stock), thereafter the amount of such shares of
stock and other securities so receivable upon conversion of
any share of this Series shall be subject to adjustment from
time to time in a manner and on terms as nearly equivalent
as practicable to the provisions with respect to the Common
Stock contained in paragraphs (i) to (vi), inclusive, of
section 1.3 (c) above, and for the provisions of section
1.3(c) with respect to the Common Stock shall apply on like
terms to any such shares of stock and other securities and
property (including, if applicable, Common Stock).
(f) In case:
(i) the Company shall authorize the distribution to
all holders of its Common Stock of evidences of its
indebtedness of assets (other than cash dividends or other
cash distributions paid out of earned surplus); or
(ii) the Company shall authorize the granting to
the holders of its Common Stock of rights or warrants to
subscribe for or purchase any shares of capital stock of any
class or of any other rights; or
(iii) of any reclassification of the capital stock of
the Company (other than a subdivision or combination of its
outstanding shares of Common Stock), or of any
consolidation or merger to which the Company is required,
or of the sale or transfer of all or substantially all of the
assets of the Company; or
(iv) of the voluntary or involuntary dissolution,
liquidation or winding up of the Company;
then, in each case, the Company shall cause to be filed with any of the
transfer agents for this Series, and shall cause to be mailed, first class
postage prepaid, to the holders of record of the outstanding shares of
this Series, at least 20 days prior to the applicable record date
hereinafter specified, a notice stating (x) the date on which a record is
to be taken for the purpose of such dividend, distribution, rights or
<PAGE> 18
warrants, or, if a record is not to be taken, the date as of which the
holders of Common Stock or record to be entitled to such dividend,
distribution, rights or warrants are to be determined, or (y) the date
on which such reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding up is expected to become effective,
and the date as of which it is expected that holders of Common Stock of
record shall be entitled to exchange their Common Stock for securities
or other property deliverable upon such reclassification, consolidation,
merger, sale, transfer, dissolution, liquidation or winding up.
(g) The Company shall at all times reserve and keep available,
free from preemptive rights, out of its authorized but unissued Common
Stock, solely for the purpose of effecting the conversion of the shares of
this Series, the full number of shares of Common Stock then issuable
upon the conversion of all outstanding shares of this Series. For the
purpose of this section 1.3(g), the full number of shares of Common
Stock issuable upon the conversion of all outstanding shares of this
Series shall be computed as if at the time of computation of such number
of shares of Common Stock all outstanding shares of this Series were
held by a single holder. The Company shall from time to time, in
accordance with the laws of the State of Delaware, increase the
authorized amount of its Common Stock if at any time the authorized
amount of its Common Stock remaining unissued shall not be sufficient
to permit the conversion of all shares of this Series at the time
outstanding. If any shares of Common Stock required to be reserved for
issuance upon conversions of shares of this Series hereunder require
registration with or approval of any governmental authority under any
Federal or State law before such shares may be issued upon such
conversion, the company will in good faith and as expeditiously as
possible endeavor to cause such shares to be so registered or approved.
(h) The Company will pay any and all taxes that may be payable
in respect of the issue or delivery of shares of Common Stock on
conversion of shares of this Series pursuant hereto. The Company shall
not, however, be required to pay any tax which may be payable in
respect of any transfer involved in the issue or transfer and delivery of
shares of Common Stock in a name other than that in which the shares
of this Series so converted were registered, and no such issue or delivery
shall be made unless and until the person requesting such issue has paid
to the Company the amount of any such tax or has established to the
satisfaction of the Company that such tax has been paid.
<PAGE> 19>
(i) Whenever reference is made in this section 1.3 to the issue
or sale of shares of Common Stock, the term "Common Stock" shall
include only shares of the class designated as Common Stock, $.01 par
value, of the Company at the date hereof or shares of any class or
classes resulting from any reclassification or reclassifications thereof
and which have no preference in respect of dividends or of amounts payable
in the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Company and which are not subject to redemption by
the Company, provided that if at any time there shall be more than one
such resulting class, the shares of each such class then so deliverable
shall be substantially in the proportion which the total number of shares
of such class resulting from all such reclassifications bears to the total
number of shares of all such classes resulting from all such
reclassifications.
1.4 Liquidation Rights. In the event of any liquidation, dissolution, or
winding up of the affairs of the Company, whether voluntary or otherwise,
after payment or provision for payment of the debts and other liabilities of
the Company, the holders of this Series shall be entitled to receive an
amount in cash for each share of this Series equal to $3.50 per share before
any distribution shall be made to the holders of the Common Stock and of any
other capital stock of the Company ranking junior to this Series upon the
liquidation, dissolution or winding up of the Company. If upon any liquidation,
dissolution or winding up of the Company, the assets distributable among the
holders of this Series shall be insufficient to permit the payment in full to
the holders of all the then outstanding shares of this Series and all holders
of preferred stock ranking on a parity with this Series with respect to the
payment upon liquidation, dissolution and winding up of the Company of all
preferential amounts payable to all such holders, then the entire assets of
the Company thus distributable shall be distributed ratably among the holders
of this Series and all such other holders of preferred stock in proportion to
the respective amounts that would be payable per share if such assets were
sufficient to permit payment in full. Subject to the provisions of section
1.3(e)(i), a consolidation or merger of the Company with or into one or more
corporations or the sale or transfer of all or substantially all of the
assets of the Company shall not be deemed to be a liquidation, dissolution or
winding up of the Company.
1.5 Optional Cash Redemption. The shares of this Series are redeemable
for cash, in whole at any time or from time to time in part at the option of
the Company, at a redemption price of $3.50 per share.
Notice of redemption pursuant to this section 1.5 will be mailed at least
30 days but not more than 60 days before the redemption date to each holder
of record of shares of this Series to be redeemed at the address shown on the
<PAGE> 20
stock books of the Company (but no failure to mail such notice or any defect
therein or in the mailing thereof shall affect the validity of the proceedings
for such redemption except as to the holder to whom the Company has failed to
mail such notice or except as to the holder whose notice was defective).
On and after the redemption date, dividends shall cease to accumulate on
shares of this Series called for redemption (unless the Company defaults in
the payment of the redemption price).
If less than all the outstanding shares of this Series not previously
called for redemption are to be redeemed pursuant to this section 1.5, shares
to be redeemed shall be selected by the Company from outstanding shares not
previously called for redemption by lot or pro rata (as nearly as may be) as
determined by the Board of Directors of the Company. Shares of this Series
redeemed by the Company will be restored to the status of authorized but
unissued shares of preferred stock, without designation as to series, and may
thereafter be issued, but not as shares of this Series.
1.6 Voting Rights. The holders of shares of this Series shall have no
right to vote for any purpose, except as specifically required by the laws of
the State of Delaware and except as follows:
(a) So long as any shares of this Series remain outstanding, the
affirmative vote or consent of the holders of at least 66-2/3% of the then
outstanding shares of this Series, in person or by proxy, either in writing
or at a meeting called for that purpose (voting as a class with the holders
of all other series of preferred stock ranking on a parity with this Series
either as to dividends or distributions or upon liquidation, dissolution or
winding up of the Company and upon which like voting rights have been
conferred and are then exercisable), shall be necessary to permit, effect
or validate the repeal, amendment or other change of any provision of the
Certificate of Incorporation of the Company in any manner which
materially and adversely affects the rights, preferences, or privileges of
this Series or the holders thereof; provided, however, that any increase
in the amount of authorized preferred stock or the creation and issuance
of other series of preferred stock, whether ranking on a parity with or
junior or prior to this Series with respect to the payment of dividends or
the distribution of assets upon liquidation, dissolution or winding up
shall not be deemed to materially and adversely affect such rights,
preferences or privileges.
The foregoing voting provisions will not apply if, at or prior to the time
when the act with respect to which such vote would otherwise be required
shall be effected, all outstanding shares of this Series shall have been
redeemed or sufficient funds shall have been deposited in trust to effect
such redemption.
<PAGE> 21
1.7 Parity. The shares of this Series shall be on a parity with the
Company's $.30 Cumulative Convertible Preferred Stock with respect to the
distribution of assets upon liquidation, dissolution or winding up of the
Company.
IN WITNESS WHEREOF, this Certificate has been executed and attested by
the undersigned on October 10, 1988 and shall be effective on the date filed
with the Secretary of State of Delaware.
PARALLEL PETROLEUM CORPORATION
By /s/ Thomas R. Cambridge
Thomas R. Cambridge
President
ATTEST:
/s/ Larry C. Oldham
Larry C. Oldham, Secretary
<PAGE> 22
EXHIBIT D
STOCK PURCHASE AGREEMENT
Stock Purchase Agreement ("Agreement") by and between PARALLEL
PETROLEUM CORPORATION ("Parallel"), a Delaware corporation, and WES-TEX
DRILLING COMPANY ("Wes-Tex"), a Texas corporation.
RECITALS:
Wes-Tex currently is the holder of that certain Deed of Trust Note (the
"Note") dated December 31, 1987 in the principal sum of $249,376.83, executed by
Parallel and payable to Wes-Tex, secured by a Deed of Trust (the "Deed of
Trust") of even date therewith from Parallel to Charles W. Ezzell, Trustee
for the benefit of Wes-Tex.
Parallel desires to issue its Non-Voting Convertible Preferred Stock
(the "Preferred Stock"), as more fully described in the Certificate of
Designations, Preferences and Rights of Preferred Stock - Non-Voting
Convertible Preferred Stock (the "Certificate of Designations"), a copy of
which is attached as Exhibit "A" hereto, to Wes-Tex in exchange for
cancellation of the Note which has a current unpaid principal balance of
$228,368.82 and release of the Deed of Trust.
NOW, THEREFORE, in consideration of the recitals and of the mutual
covenants and agreements hereinafter set forth, the parties agree as follows:
ARTICLE I
1.1. Agreement to Sell and Purchase. Parallel agrees to issue and sell
to West-Tex, and Wes-Tex agrees to purchase from Parallel, 65,248 shares of
the Preferred Stock pursuant to the terms and conditions hereof and of the
Certificate of Designations.
1.2. Purchase Price. The purchase price to be paid by Wes-Tex is $3.50
per share, payable at closing by releasing the Deed of Trust and transferring
and assigning the Note of Parallel in exchange for the Preferred Stock.
ARTICLE II
2.1. Closing. The Closing will be held on October 18, 1988 at 10:00 a.m.
at the offices of Lynch, Chappell, Allday & Alsup, 300 North Marienfeld,
Suite 700, Midland, Texas 79701, or at such later date as may be agreed upon
by the parties. At the Closing, the following will occur:
<PAGE> 23
(a) Wes-Tex shall deliver to Parallel a Release of the Deed of
Trust in substantially the form attached hereto as Exhibit "B;"
(b) Wes-Tex shall transfer and assign the Note to Parallel;
(c) Parallel shall file or cause to be filed the Certificate of
Designations with the Secretary of State of the State of Delaware; and
(d) Parallel shall deliver a single certificate for 65,248 shares of
the Preferred Stock to Wes-Tex.
ARTICLE III
3.1 Representations and Warranties of Parallel. Parallel represents and
warrants to Wes-Tex as follows:
(a) Organization. Parallel is duly organized, validly existing and
is in good standing under the laws of the State of Delaware, has all
requisite power and authority and all necessary licenses and permits to
own and operate its properties and to carry on its business as it is now
being conducted, and is duly licensed or qualified and is in good standing
as a foreign corporation in each jurisdiction wherein the nature of the
business transacted by it or the nature of the property owned or leased
by it makes such licensing or qualification necessary.
(b) Pending Litigation. Except for a controversy between
Parallel and Mesa Limited Partnership involving the custody and use of
certain seismic data, there is no action, litigation, arbitration,
investigation or other proceeding, at law or in equity, pending or
threatened, to the knowledge of Parallel, against Parallel with respect to
its business, properties or personnel or the transactions contemplated by
this Agreement.
(c) Sale is Legal and Authorized. The issuance and sale of the
Preferred Stock and compliance by Parallel with all of the provisions of
this Agreement:
(1) are within the corporate powers of Parallel and
have been duly authorized by proper corporate action on the
part of Parallel; and
<PAGE> 24
(2) will not violate any provision of any law or any
order of any court or governmental authority or agency and
will not conflict with or result in any breach of any of the
terms, conditions or provision of, or constitute a default
under the Articles of Incorporation or Bylaws of Parallel or
any indenture or other agreement or instrument to which
Parallel is a party or by which it may be bound or result in
the imposition of any liens or encumbrances on any
property of Parallel.
(d) Survival of Representations and Warranties. The
representations and warranties made by Parallel herein shall survive the
Closing.
ARTICLE IV
4.1 Representations and Warranties of Wes-Tex. Wes-Tex represents and
warrants to Parallel as follows:
(a) Organization. Wes-Tex is duly organized, validly existing
and is in good standing under the laws of the State of Texas, has all
requisite power and authority and all necessary licenses and permits to
carry on its business as it is now being conducted, and is duly licensed
or qualified and is in good standing as a foreign corporation in each
jurisdiction wherein the nature of the business transacted by it or the
nature of the property owned or leased by it makes such licensing or
qualification necessary.
(b) Pending Litigation. There is no action, litigation, arbitration,
investigation or other proceeding, at law or in equity, pending or
threatened, to the knowledge of Wes-Tex, against Wes-Tex with respect
to its business, properties or personnel or the transactions contemplated
by this Agreement.
(c) Purchase is Legal and Authorized. The purchase of the
Preferred Stock and compliance by Wes-Tex with all of the provisions of
this Agreement are within the corporate powers of Wes-Tex and have
been duly authorized by proper corporate action on the part of Wes-Tex.
(d) Investment. Wes-Tex is acquiring the Preferred Stock for its
own account for investment and not with a view to the distribution or
resale thereof.
<PAGE> 25
(e) Information. Wes-Tex acknowledges that it has received the
following documents prior to the consummation of the transactions
contemplated hereby:
(i) Parallel Form 10-K for the fiscal year ended
December 31, 1987;
(ii) Parallel Proxy Statement dated May 17, 1988;
(iii) Parallel 1988 Annual Report to stockholders;
and
(iv) Parallel Form 10-Q for the quarter ended June
30, 1988.
(f) Restrictions. Wes-Tex understands and agrees that the
following restrictions and limitations are applicable to its purchase and
resales, pledges, hypothecations or other transfers of the Preferred
Stock:
(i) Wes-Tex agrees that the Preferred Stock shall
not be sold, pledged, hypothecated or transferred unless
registered under the Act and applicable state securities laws
or an exemption from registration is available.
(ii) A legend will be placed on the certificate(s)
evidencing the Preferred Stock in substantially the following
form:
THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED. WITHOUT SUCH
REGISTRATION, SUCH SECURITIES MAY
NOT BE SOLD, PLEDGED, HYPOTHECATED
OR OTHERWISE TRANSFERRED AT ANY
TIME WHATSOEVER, EXCEPT UPON
DELIVERY TO THE COMPANY OF AN
OPINION OF COUNSEL SATISFACTORY TO
THE COMPANY THAT SUCH REGISTRATION
IS NOT REQUIRED FOR SUCH TRANSFER
<PAGE> 26
UNDER ANY APPLICABLE FEDERAL OR
STATE SECURITIES LAWS OR ANY RULE OR
REGULATION PROMULGATED THEREUNDER.
(iii) Stop transfer instructions have been or will be
placed with respect to the Preferred Stock so as to restrict
the resale, pledge, hypothecation or other transfer thereof.
(iv) The legend and stop transfer instructions
described in subparagraphs (ii) and (iii) above will be placed
with respect to any new certificate(s) or other documents(s)
issued upon presentment by the undersigned of
certificate(s) or other document(s) for transfer.
(g) Additional Information. The undersigned has had the
opportunity to ask questions of and receive answers from Parallel
concerning the terms and conditions of the transactions contemplated by
this Agreement and has had the opportunity to obtain and request any
additional information concerning Parallel and the transactions
contemplated by this Agreement.
(h) Survival of Representations and Warranties. The
representations and warranties made by Wes-Tex herein shall survive the
Closing.
ARTICLE V
5.1 General Provisions.
(a) Integration. This Agreement, the attached exhibits, and the documents
furnished pursuant to this Agreement constitute the entire agreement and
understanding of the parties in respect of the transactions contemplated hereby
and supersede all prior agreements, arrangements and understandings. Except
as set forth herein or in any of the attached exhibits, neither party is
making any representation or warranty to the other party. This Agreement may
be amended or modified only by written document signed by the parties hereto.
(b) Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall constitute an original, but all of which
taken together shall constitute one and the same instrument.
<PAGE> 27
(c) Waiver. Any of the terms and conditions of this Agreement may be
waived at any time and from time to time only in writing by the party entitled
to the benefit thereof without affecting any other terms and conditions of
this Agreement. The waiver by either party hereto of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of
any subsequent breach.
(d) Headings. The section and paragraph headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning and interpretation of this Agreement.
(e) Successors and Assigns. This Agreement shall be binding upon,
inure to the benefit of, and be enforceable by, the respective parties, their
successors and legal representatives. Except as otherwise expressly provided
herein, nothing expressed or implied herein is intended or shall be construed
to confer upon or give any person, firm or corporation, other than the parties,
any right or remedy hereunder or by reason hereof.
(f) Governing Law. This Agreement shall be governed by and construed
in accordance with Texas law.
(g) Severability. Should any part of this Agreement for any reason be
declared invalid, such decision shall not affect the validity of any remaining
portion, which remaining portion shall remain in force and effect as if this
Agreement had been executed with the invalid portion thereof eliminated and
it is hereby declared the intention of the parties hereto that they would
have executed the remaining portion of this Agreement without including
therein any such part, parts, or portion which may, for any reason, be
hereafter declared invalid.
(h) Notices. Any notice required or permitted to be delivered hereunder,
unless otherwise provided herein, shall be deemed to be delivered, whether
actually received or not, when deposited in the United States mail, postage
prepaid, certified mail, return receipt requested, addressed to Parallel or
Wes-Tex, at the addresses indicated below:
If to Parallel: P.O. Drawer 10587
One Marienfeld Place
Suite 345
Midland, Texas 79701
If to Wes-Tex: P.O. Box 3739
Abilene, Texas 79604
<PAGE> 28
IN WITNESS WHEREOF, the parties have executed this Agreement October 10th,
1988 to be effective as of September 30, 1988.
PARALLEL PETROLEUM CORPORATION
By /s/ Larry C. Oldham
Larry C. Oldham, Executive Vice President
WES-TEX DRILLING COMPANY
By /s/ Charles Ezzell
Name Charles Ezzell
Title Exec. Vice President
<PAGE> 1
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)
Wes-Tex Drilling Company
519 First National Bank Bldg. West
Abilene, Texas 79601
(915) 677-9121
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 26, 1990
(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(b)(3) or (4), check the following
box______.
Check the following box if a fee is being paid with the statement ______.
(A fee is not required only if the reporting 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.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filed 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
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)
<PAGE> 2
CUSIP No. 99157103 13D
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wes-Tex Drilling Company
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)____
(b)____
3. SEC USE ONLY
4. SOURCE OF FUNDS
SC, 00
5. CHECK BOX 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 872,488
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING 9. SOLE DISPOSITIVE POWER:
PERSON 872,488
WITH 10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
872,488
12. CHECK BOX THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.89%
14. TYPE OF REPORTING PERSON
CO
SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
Item 1. Security and Issuer
The class of securities to which this Statement relates is the common
stock, par value $.01 per share ("Common Stock"), of Parallel Petroleum
Corporation, a Delaware corporation ("Parallel"), whose address is One
Marienfeld Place, Suite 345, Midland, Texas 79701.
Item 2. Identity and Background
This Statement is being filed by Wes-Tex Drilling Company, a Texas
corporation ("Wes-Tex"), whose address is 519 First National Bank Building
West, Abilene, Texas 79601
Wes-Tex is primarily engaged in the business of drilling for oil and/or
gas on a contract basis for major and independent oil and/or gas companies.
Wes-Tex is secondarily engaged in the production of oil and/or gas primarily
on a non-operator basis.
Wes-Tex is based in Abilene, Texas and operates mainly in the Permian
Basin area of the Southwestern United States. Wes-Tex has been in business
for approximately 30 years.
The name, residence address and principal occupation and address of
employment of each executive officer, director and controlling person of
Wes-Tex is set forth in Exhibit A attached hereto and made a part hereof for
all purposes.
Neither Wes-Tex nor, to its knowledge, any executive officer, director or
controlling person of Wes-Tex has, during the past 5 years, been convicted in
any criminal proceedings, excluding traffic violations or similar misdemeanors.
Neither Wes-Tex nor, to its knowledge, any executive officer, director or
controlling person of Wes-Tex has, during the past 5 years, been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which it 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
In 1986 Parallel sold and Wes-Tex purchased 18,334 shares of $.30
Cumulative Convertible Preferred Stock ("Cumulative Preferred Stock") at a
price of $3.00 per share. The Cumulative Preferred Stock was convertible into
Common Stock at a conversion rate of twelve shares of Common Stock for each
one share of Cumulative Preferred Stock. The $55,000 consideration paid for
the Cumulative Preferred Stock was financed from Wes-Tex's cash on hand. On
September 22, 1988, Wes-Tex converted the Cumulative Preferred Stock into
220,008 shares of Common Stock.
<PAGE> 4
In 1987, Parallel executed a promissory note (the"Note") in the principal
sum of $249,376.83 payable to Wes-Tex and a Deed of Trust (the "Deed of Trust")
covering various oil and gas properties for the benefit of Wes-Tex to secure
payment on the Note. In October 1988, Parallel entered into an agreement with
Wes-Tex to restructure the trade indebtedness evidenced by the Note and secured
by the Deed of Trust. Under the terms of the restructuring, Parallel entered
into a Stock Purchase Agreement ("Stock Purchase Agreement") dated October 10,
1988 with Wes-Tex pursuant to which Parallel issued and sold to Wes-Tex an
aggregate of 65,248 shares of Non-voting Convertible Preferred Stock, $.10
par value ("Preferred Stock"), at a price of $3.50 per share. The Preferred
Stock has a liquidation preference of $3.50 per share and is convertible into
Common Stock at an initial conversion rate of ten shares of Common Stock for
each one share of Preferred Stock, subject to adjustment for any stock split,
reverse stock split, stock dividend or similar event. The consideration paid
for the Preferred Stock was the cancellation of the Note which had an
outstanding balance of $228,368.82 and the release by Wes-Tex of the Deed of
Trust which secured said Note.
A copy of the Certificate of Designations, Preferences and Rights of the
Preferred Stock is filed as Exhibit B hereto and made a part hereof for all
purposes.
Item 4. Purpose of Transaction
The purpose of the transaction to which this Statement relates is to
report the conversion of the Parallel Preferred Stock purchased by Wes-Tex
pursuant to the October 10, 1988 Stock Purchase Agreement into an aggregate
of 652,480 shares of Parallel Common Stock.
Although the number of shares of Common Stock beneficially owned by
Wes-Tex does not constitute a majority of the outstanding shares of Common
Stock, Wes-Tex may nonetheless beneficially own sufficient shares of Common
Stock to exercise control over Parallel.
It is possible that at a future date Wes-Tex might acquire additional
shares of Common Stock, through open market or privately negotiated
transactions. Any such future decision will be made by Wes-Tex in light of
the then current financial conditions and prospects of Parallel, the market
price of the Stock, the financial condition of Wes-Tex and other relevant
factors.
Item 5. Interest in Securities of the Issuer
(a) After giving effect to the conversion of the Preferred Stock,
Wes-Tex is the record owner of 872,488 shares of Common Stock, which
represents 7.89% of Parallel's issued and outstanding Common Stock. This
percentage does not reflect a change in the percent of record and beneficial
ownership of Common Stock by Wes-Tex existing before the conversion.
<PAGE> 5
(b) Wes-Tex retains both voting and investment power.
(c) To the best of Wes-Tex's knowledge, no executive officer or
director of Wes-Tex and no associate of Wes-Tex owns or has a right to
acquire, directly or indirectly, any shares of Common Stock. Other than as
stated above, no transactions in the Common Stock were effected during the
past 60 days by Wes-Tex or, to the best of Wes-Tex's knowledge, by any
executive officer, director or affiliated person of Wes-Tex, or by any
subsidiary of Wes-Tex or by any executive officer, director or affiliated
person of any such subsidiary.
(d) 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.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
Not applicable
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 investor.
Exhibit B Certificate of Designations, Preferences and Rights of the
Preferred Stock.
Exhibit C Stock Purchase Agreement.
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.
WES-TEX DRILLING COMPANY
By: /s/ Charles Ezzell
Charles Ezzell
President
<PAGE> 6
EXHIBIT A
Name, residence address and present principal occupation and address of
employment of the executive officers, directors and controlling persons of
Investor:
<TABLE>
Name, Residence Present Position Present Principal Occupation
Address Citizenship With Investor and Address of Employment
- --------------- ----------- ---------------- ------------------------------
<S> <C> <C> <C>
Myrle Greathouse U.S.A. Chairman of the Board Chairman of the Board of Directors,
#5 Glen Abbey Court of Directors, Sole Sole Stockholder
Abilene, TX 79606 Stockholder 519 First Natl. Bank Bldg. West
Abilene, Tx 79601
Charles Ezzell U.S.A. President and Director President and Director
1633 Hillview 519 First Natl. Bank Bldg. West
Abilene, TX 79601 Abilene, Tx 79601
Danny Mullen U.S.A. Executive Vice President Executive Vice President and
1725 Woodridge and Director Director
Abilene, TX 79605 519 First Natl. Bank Bldg. West
Abilene, Tx 79601
Randy Thompson U.S.A. Vice President of Drilling Vice President of Drilling Operations
105 Lawrence Circle Operations and and Director
Abilene, TX 79605 Director 519 First Natl. Bank Bldg. West
Abilene, Tx 79601
Marcella Greathouse U.S.A. Treasurer and Director Treasurer and Director
#5 Glen Abbey Court 519 First Natl. Bank Bldg. West
Abilene, TX 79606 Abilene, Tx 79601
Helen R. Little U.S.A. Secretary and Director Secretary and Director
4633 Sage Circle 519 First Natl. Bank Bldg. West
Abilene, TX 79606 Abilene, Tx 79601
</TABLE>
<PAGE> 7
Exhibit B
PARALLEL PETROLEUM CORPORATION
CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS
OF PREFERRED STOCK NON-VOTING CONVERTIBLE
PREFERRED STOCK
Pursuant to Section 151 of the Delaware
General Corporation Law
The undersigned, President and Secretary, respectively, of Parallel
Petroleum Corporation, a Delaware corporation (the "Company"), certify that
pursuant to authority granted to and vested in the Board of Directors of the
Company by the provisions of the Certificate of Incorporation of the Company,
the Board of Directors has duly adopted the following resolutions creating a
series of Preferred Stock of the Company designated as the Non-Voting
Convertible Preferred Stock :
RESOLVED, by the Board of Directors of Parallel Petroleum Corporation, a
Delaware corporation (the "Company"), that pursuant to authority expressly
granted to and vested in the Board of Directors by the provisions of the
Certificate of Incorporation of the Company, the Board of Directors hereby
creates a series of the class of authorized Preferred Stock, $.10 par value
("Preferred Stock"), of the Company, and authorizes the issuance thereof, and
hereby fixes the designations and amount thereof, and the voting powers,
preferences and relative, participating, optional and other special rights of
the shares of such series, and the qualifications, limitations or restrictions
thereof (in addition to the designations, preferences and relative,
participating and other special rights, and the qualifications, limitations
or restrictions thereof, set forth in the Certificate of Incorporation of the
Company, which are applicable to the Preferred Stock) as follows:
1.1 Designation and Amount. The shares of such series shall be designated
"Non-Voting Convertible Preferred Stock" (such series being hereinafter
sometimes called "this Series"), and the number of shares constituting such
Series shall initially be 65,248. The number of authorized shares of this
Series may be reduced by further resolution duly adopted by the Board of
Directors of the Company and by the filing of a certificate pursuant to the
provisions of the General Corporation Law of the State of Delaware stating
that such reduction has been so authorized, but the number of authorized
shares of this Series shall not be increased. Shares in this Series have a
par value of $.10 per share.
<PAGE> 8
1.2 Dividends. The holders of shares of this Series shall not be entitled
to receive dividends.
1.3 Conversion. The holders of shares of this Series shall have the right,
at their option, to convert all or any part of such shares of this Series
into shares of Common Stock of the Company at any time on and subject to the
following terms and conditions:
(a) The shares of this Series shall be convertible at the office of
any transfer agent for such stock, and at such other place or places, if any,
as the Board of Directors of the Company may designate, into fully paid and
nonassessable shares (calculated as to each conversion to the nearest 1/100th
of a share) of Common Stock of the Company. The number of shares of Common
Stock issuable upon conversion of each share of this Series shall be equal to
$3.50 divided by the conversion price in effect at the time of conversion,
determined as hereinafter provided. The price at which shares of Common
Stock shall be delivered upon conversion (herein called the "conversion price")
shall be initially $.35 per share of Common Stock. The conversion
price shall be subject to adjustment from time to time in certain instances
as hereinafter provided. If the Company calls for the redemption of any
shares of this Series, such right of conversion shall cease and terminate, as
to the shares designated for redemption, at the close of business on the
redemption date, unless the Company defaults in the payment of the redemption
price. No fractional shares of Common Stock will be issued. A cash payment
will be paid in lieu of any fractional share in an amount equal to the same
fraction of the last sale price of the Common Stock (determined as provided
in Section 1.3(c)(iv)) at the close of business on the business day which
next precedes the day of conversion.
(b) Before any holder of shares of this Series shall be entitled
to convert the same into Common Stock, he shall surrender the certificate or
certificates therefor, duly endorsed or assigned to the Company or in blank,
at the office of any transfer agent for such stock or at such other place or
places, if any, as the Board of Directors of the Company may have designated,
and shall give written notice to the Company at said office or place that he
elects to convert the same and shall state in writing therein the name or
names (with addresses) in which he wishes the certificate or certificates for
Common Stock to be issued. No payment or adjustment shall be made upon any
conversion on account of any dividends on the Common Stock issued upon
conversion. The Company will, as soon as practicable thereafter, issue and
deliver at said office or place to such holder of shares of this Series, or
to his nominee or nominees, certificates for the number of full shares of
<PAGE> 9
Common Stock to which he shall be entitled as aforesaid, together with cash
in lieu of any fraction of a share. Shares of this Series shall be deemed to
have been converted as of the close of business on the date of surrender of
such shares for conversion as provided above, and the person or persons
entitled to receive the Common Stock issuable upon such conversion shall be
treated for all purposes as the record holder or holders of such Common Stock
as of the close of business on such date.
(c) The conversion price in effect at any time shall be subject to
adjustment as follows:
(i) In case the Company shall (A) declare a
dividend or make a distribution payable in Common Stock
on any class of capital stock of the Company, unless the
payment thereof would increase the number of shares of
Common Stock outstanding by less than one percent (1%),
(B) subdivide or reclassify its outstanding shares of
Common Stock into a greater number of shares, or (C)
combine its outstanding shares of Common Stock into a
smaller number of shares, the conversion price in effect at
the time of the record date for such dividend or distribution
or the effective date of such subdivision, combination or
reclassification shall be proportionately reduced in the case
of any increase in the number of shares of Common Stock
outstanding and increased in the case of any reduction in
the number of shares of Common Stock outstanding so that
the holder of any share of this Series surrendered for
conversion after such time shall be entitled to receive the
kind and amount of shares which he would have owned or
have been entitled to receive had such share of this Series
been converted into Common Stock immediately prior to
such time and had such Common Stock received such
dividend or other distribution or participated in such
subdivision, combination or reclassification. Such
adjustment shall be effective as of the record date for such
dividend or distribution or the effective date of such
<PAGE> 10
combination, subdivision or reclassification and shall be
made successively whenever any event listed above shall
occur.
(ii) In case the Company shall issue rights or
warrants to all holders of its Common Stock entitling them
to subscribe for or purchase shares of Common Stock at a
price per share less than the Current Market Price (as
defined in paragraph (iv) below) of the Common Stock, on
the date fixed for the determination of stockholders entitled
to receive such rights or warrants, the conversion price at
the opening of business on the day following the date fixed
for such determination shall be reduced by multiplying the
conversion price by a fraction of which the numerator shall
be the number of shares of Common Stock outstanding at
the close of business on the date fixed for such
determination plus the number of shares of Common Stock
which the aggregate of the offering price of the total
number of shares of Common Stock so offered for
subscription or purchase would purchase at such Current
Market Price of the Common Stock and the denominator
shall be the number of shares of Common Stock
outstanding at the close of business on the date fixed for
such determination plus the number of shares of Common
Stock so offered for subscription or purchase, such
reduction to become effective immediately after the opening
of business on the day following the date fixed for such
determination. For purposes of determining under this
paragraph the number of shares of Common Stock
outstanding at any time, there shall be excluded all shares
of Common Stock held in the treasury of the Company. If
any or all such rights or warrants are not so issued or expire
or terminate before being exercised, the conversion price
then in effect shall be appropriately readjusted.
(iii) In case the Company shall distribute to all
holders of its Common Stock evidences of its indebtedness
or assets (including securities, but excluding cash dividends
or a distribution referred to in paragraph (i) above or paid
out of earned surplus) or subscription rights or warrants
(excluding those referred to in paragraph (ii) above), the
conversion price shall be adjusted so that it shall equal the
price determined by multiplying the conversion price in
<PAGE> 11
effect immediately prior to the close of business on the date
fixed for the determination of stockholders entitled to
receive such distribution by a fraction of which the
numerator shall be the Current Market Price per share of the
Common Stock on the date fixed for such determination
less the then fair market value (as determined by the Board
of Directors of the Company, in good faith and in the
exercise of its reasonable business judgment and described
in a Board Resolution filed with any transfer agent for this
Series) of the portion of the assets or evidences of
indebtedness so distributed applicable to one share of
Common Stock and the denominator shall be such Current
Market Price per share of the Common Stock. Such
adjustment shall become effective immediately prior to the
opening of business on the day following the date fixed for
the determination of stockholders entitled to receive such
distribution.
(iv) For the purpose of any computation under
paragraphs (ii) and (iii) above, the "Current Market Price" per
share of Common Stock on any date shall be deemed to be
the average of the daily closing prices per share of Common
Stock for 15 consecutive business days selected by the
Company commencing no more than 45 business days
before such date. The closing price for each day shall be
the last reported sales price regular way or, in case no such
sale takes place on such day, the average of the closing bid
and asked prices regular way, in either case on the
American Stock Exchange, or, if the Common Stock is not
listed or admitted to trading on such Exchange, on the
principal national securities exchange on which the Common
Stock is listed or admitted to trading, or if it is not listed or
admitted to trading on any national securities exchange or
no such quotations are available, the average of the closing
bid and asked prices as furnished by any member of the
National Association of Securities Dealers, Inc. selected
from time to time by the Company for that purpose or if no
such quotations are available, the fair market value as
determined in good faith in the exercise of their reasonable
business judgment by the Board of Directors of the
Company.
(v) All calculations under this section
1.3(c) shall be made to the nearest cent or to the
<PAGE> 12
nearest one-hundredth of a share, as the case
may be.
(vi) No adjustment in the conversion price shall be
required unless such adjustment would require a change of
at least 1% in such price; provided, however, that any
adjustments which by reason of this paragraph (vi) are not
required to be made shall be carried forward and taken into
account in any subsequent adjustment.
(d) Whenever the conversion price is adjusted as herein provided:
(i) the Company shall promptly file with any of
the transfer agents for this Series a certificate of the
Treasurer of the Company setting forth the adjusted
conversion price and showing in reasonable detail the facts
upon which such adjustment is based, including a statement
of the consideration received or to be received by the
Company for any shares of Common Stock issued or
deemed to have been issued; and
(ii) a notice stating that the conversion price has
been adjusted and setting forth the adjusted conversion
price shall forthwith be required, and as soon as practicable
after it is required, such notice shall be mailed by the
Company to the holders of record of this Series.
(e)
(i) In case of any consolidation or merger of the
Company with or into any other corporation (other than a
merger which does not result in any reclassification,
conversion, exchange or cancellation of the Common
Stock), or in case of any sale or transfer of all or
substantially all of the assets of the Company, or the
reclassification of the Common Stock into another form of
capital stock of the Company, whether in whole or in part,
the holder of each share of this Series shall have the right
to receive securities, cash or property, or any combination
thereof, having a value equal to the greater of (A) $3.50 per
share, plus an amount equal to all dividends accumulated
and unpaid on each such share at the time of such
consolidation, merger, sale or transfer or reclassification or
(B) the value of the shares of stock and other securities,
<PAGE> 13
cash and property (including, if applicable, Common Stock)
which such holder would have been entitled to receive upon
such consolidation, merger, sale or transfer or
reclassification if he had held the Common Stock issuable
upon the conversion of such share of this Series
immediately prior to such consolidation, merger, sale or
transfer, or reclassification.
(ii) In the event that at any time, as a result of
paragraph (i) above, the holder of any share of this Series
shall become entitled to receive any shares of stock and
other securities and property (including, if applicable,
Common Stock), thereafter the amount of such shares of
stock and other securities so receivable upon conversion of
any share of this Series shall be subject to adjustment from
time to time in a manner and on terms as nearly equivalent
as practicable to the provisions with respect to the Common
Stock contained in paragraphs (i) to (vi), inclusive, of
section 1.3 (c) above, and for the provisions of section
1.3(c) with respect to the Common Stock shall apply on like
terms to any such shares of stock and other securities and
property (including, if applicable, Common Stock).
(f) In case:
(i) the Company shall authorize the distribution to
all holders of its Common Stock of evidences of its
indebtedness of assets (other than cash dividends or other
cash distributions paid out of earned surplus); or
(ii) the Company shall authorize the granting to
the holders of its Common Stock of rights or warrants to
subscribe for or purchase any shares of capital stock of any
class or of any other rights; or
(iii) of any reclassification of the capital stock of
the Company (other than a subdivision or combination of its
outstanding shares of Common Stock), or of any
consolidation or merger to which the Company is required,
or of the sale or transfer of all or substantially all of the
assets of the Company; or
<PAGE> 14
(iv) of the voluntary or involuntary dissolution,
liquidation or winding up of the Company;
then, in each case, the Company shall cause to be filed with any of the
transfer agents for this Series, and shall cause to be mailed, first class
postage prepaid, to the holders of record of the outstanding shares of this
Series, at least 20 days prior to the applicable record date hereinafter
specified, a notice stating (x) the date on which a record is to be taken
for the purpose of such dividend, distribution, rights or warrants, or, if a
record is not to be taken, the date as of which the holders of Common Stock
or record to be entitled to such dividend, distribution, rights or warrants
are to be determined, or (y) the date on which such reclassification,
consolidation, merger, sale, transfer, dissolution, liquidation or winding up
is expected to become effective, and the date as of which it is expected tha
holders of Common Stock of record shall be entitled to exchange their Common
Stock for securities or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer, dissolution, liquidation or winding up.
(g) The Company shall at all times reserve and keep available,
free from preemptive rights, out of its authorized but unissued Common
Stock, solely for the purpose of effecting the conversion of the shares of
this Series, the full number of shares of Common Stock then issuable
upon the conversion of all outstanding shares of this Series. For the
purpose of this section 1.3(g), the full number of shares of Common
Stock issuable upon the conversion of all outstanding shares of this
Series shall be computed as if at the time of computation of such number
of shares of Common Stock all outstanding shares of this Series were
held by a single holder. The Company shall from time to time, in
accordance with the laws of the State of Delaware, increase the
authorized amount of its Common Stock if at any time the authorized
amount of its Common Stock remaining unissued shall not be sufficient
to permit the conversion of all shares of this Series at the time
outstanding. If any shares of Common Stock required to be reserved for
issuance upon conversions of shares of this Series hereunder require
registration with or approval of any governmental authority under any
Federal or State law before such shares may be issued upon such
conversion, the Company will in good faith and as expeditiously as
possible endeavor to cause such shares to be so registered or approved.
<PAGE> 15
<PAGE>
(h) The Company will pay any and all taxes that may be payable
in respect of the issue or delivery of shares of Common Stock on
conversion of shares of this Series pursuant hereto. The Company shall
not, however, be required to pay any tax which may be payable in
respect of any transfer involved in the issue or transfer and delivery of
shares of Common Stock in a name other than that in which the shares
of this Series so converted were registered, and no such issue or delivery
shall be made unless and until the person requesting such issue has paid
to the Company the amount of any such tax or has established to the
satisfaction of the Company that such tax has been paid.
(i) Whenever reference is made in this section 1.3 to the issue
or sale of shares of Common Stock, the term "Common Stock" shall
include only shares of the class designated as Common Stock, $.01 par
value, of the Company at the date hereof or shares of any class or
classes resulting from any reclassification or reclassifications thereof
and which have no preference in respect of dividends or of amounts payable
in the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Company and which are not subject to redemption by
the Company, provided that if at any time there shall be more than one
such resulting class, the shares of each such class then so deliverable
shall be substantially in the proportion which the total number of shares
of such class resulting from all such reclassifications bears to the total
number of shares of all such classes resulting from all such
reclassifications.
1.4 Liquidation Rights. In the event of any liquidation, dissolution, or
winding up of the affairs of the Company, whether voluntary or otherwise,
after payment or provision for payment of the debts and other liabilities of
the Company, the holders of this Series shall be entitled to receive an amount
in cash for each share of this Series equal to $3.50 per share before any
distribution shall be made to the holders of the Common Stock and of any
other capital stock of the Company ranking junior to this Series upon the
liquidation, dissolution or winding up of the Company. If upon any liquidation,
dissolution or winding up of the Company, the assets distributable among
the holders of this Series shall be insufficient to permit the payment in
full to the holders of all the then outstanding shares of this Series and all
<PAGE> 16
holders of preferred stock ranking on a parity with this Series with respect
to the payment upon liquidation, dissolution and winding up of the Company of
all preferential amounts payable to all such holders, then the entire assets
of the Company thus distributable shall be distributed ratably among the
holders of this Series and all such other holders of preferred stock in
proportion to the respective amounts that would be payable per share if such
assets were sufficient to permit payment in full. Subject to the provisions
of section 1.3(e)(i), a consolidation or merger of the Company with or into
one or more corporations or the sale or transfer of all or substantially all
of the assets of the Company shall not be deemed to be a liquidation,
dissolution or winding up of the Company.
1.5 Optional Cash Redemption. The shares of this Series are redeemable
for cash, in whole at any time or from time to time in part at the option of
the Company, at a redemption price of $3.50 per share.
Notice of redemption pursuant to this section 1.5 will be mailed at
least 30 days but not more than 60 days before the redemption date to each
holder of record of shares of this Series to be redeemed at the address shown
on the stock books of the Company (but no failure to mail such notice or any
defect therein or in the mailing thereof shall affect the validity of the
proceedings for such redemption except as to the holder to whom the Company
has failed to mail such notice or except as to the holder whose notice was
defective).
If less than all the outstanding shares of this Series not previously
called for redemption are to be redeemed pursuant to this section 1.5, shares
to be redeemed shall be selected by the Company from outstanding shares not
previously called for redemption by lot or pro rata (as nearly as may be) as
determined by the Board of Directors of the Company. Shares of this Series
redeemed by the Company will be restored to the status of authorized but
unissued shares of preferred stock, without designation as to series, and may
thereafter be issued, but not as shares of this Series.
1.6 Voting Rights. The holders of shares of this Series shall have no
right to vote for any purpose, except as specifically required by the laws of
the State of Delaware and except as follows:
(a) So long as any shares of this Series remain outstanding, the
affirmative vote or consent of the holders of at least 66-2/3% of the
then outstanding shares of this Series, in person or by proxy, either in
writing or at a meeting called for that purpose (voting as a class with
the holders of all other series of preferred stock ranking on a parity
<PAGE> 17
with this Series either as to dividends or distributions or upon
liquidation, dissolution or winding up of the Company and upon which like
voting rights have been conferred and are then exercisable), shall be
necessary to permit, effect or validate the repeal, amendment or other
change of any provision of the Certificate of Incorporation of the Company
in any manner which materially and adversely affects the rights,
preferences, or privileges of this Series or the holders thereof;
provided, however, that any increase in the amount of authorized preferred
stock or the creation and issuance of other series of preferred stock,
whether ranking on a parity with or junior or prior to this Series with
respect to the payment of dividends or the distribution of assets upon
liquidation, dissolution or winding up shall not be deemed to materially
and adversely affect such rights, preferences or privileges.
The foregoing voting provisions will not apply if, at or prior to the
time when the act with respect to which such vote would otherwise be required
shall be effected, all outstanding shares of this Series shall have been
redeemed or sufficient funds shall have been deposited in trust to effect
such redemption.
1.7 Parity. The shares of this Series shall be on a parity with the
Company's $.30 Cumulative Convertible Preferred Stock with respect to the
distribution of assets upon liquidation, dissolution or winding up of the
Company.
IN WITNESS WHEREOF, this Certificate has been executed and attested by
the undersigned on October 10, 1988 and shall be effective on the date filed
with the Secretary of State of Delaware.
PARALLEL PETROLEUM CORPORATION
By /s/ Thomas R. Cambridge
Thomas R. Cambridge
President
ATTEST:
/s/ Larry C. Oldham
Larry C. Oldham, Secretary
<PAGE> 18
Exhibit C
STOCK PURCHASE AGREEMENT
Stock Purchase Agreement ("Agreement") by and between PARALLEL PETROLEUM
CORPORATION ("Parallel"), a Delaware corporation, and WES-TEX DRILLING COMPANY
("Wes-Tex"), a Texas corporation.
RECITALS:
Wes-Tex currently is the holder of that certain Deed of Trust Note (the
"Note") dated December 31, 1987 in the principal sum of $249,376.83, executed
by Parallel and payable to Wes-Tex, secured by a Deed of Trust (the "Deed of
Trust") of even date therewith from Parallel to Charles W. Ezzell, Trustee
for the benefit of Wes-Tex.
Parallel desires to issue its Non-Voting Convertible Preferred Stock
(the "Preferred Stock"), as more fully described in the Certificate of
Designations, Preferences and Rights of Preferred Stock - Non-Voting
Convertible Preferred Stock (the "Certificate of Designations"), a copy of
which is attached as Exhibit "A" hereto, to Wes-Tex in exchange for
cancellation of the Note which has a current unpaid principal balance of
$228,368.82 and release of the Deed of Trust.
NOW, THEREFORE, in consideration of the recitals and of the mutual
covenants and agreements hereinafter set forth, the parties agree as follows:
ARTICLE I
1.1. Agreement to Sell and Purchase. Parallel agrees to issue and sell
to West-Tex, and Wes-Tex agrees to purchase from Parallel, 65,248 shares of
the Preferred Stock pursuant to the terms and conditions hereof and of the
Certificate of Designations.
1.2. Purchase Price. The purchase price to be paid by Wes-Tex is $3.50
per share, payable at closing by releasing the Deed of Trust and transferring
and assigning the Note of Parallel in exchange for the Preferred Stock.
ARTICLE II
2.1. Closing. The Closing will be held on October 18, 1988 at 10:00 a.m.
at the offices of Lynch, Chappell, Allday & Alsup, 300 North Marienfeld,
Suite 700, Midland, Texas 79701, or at such later date as may be agreed upon
<PAGE> 19
by the parties. At the Closing, the following will occur:
(a) Wes-Tex shall deliver to Parallel a Release of the Deed of Trust
in substantially the form attached hereto as Exhibit "B;"
(b) Wes-Tex shall transfer and assign the Note to Parallel;
(c) Parallel shall file or cause to be filed the Certificate of
Designations with the Secretary of State of the State of Delaware; and
(d) Parallel shall deliver a single certificate for 65,248 shares of
the Preferred Stock to Wes-Tex.
ARTICLE III
3.1 Representations and Warranties of Parallel. Parallel represents and
warrants to Wes-Tex as follows:
(a) Organization. Parallel is duly organized, validly existing
and is in good standing under the laws of the State of Delaware, has
all requisite power and authority and all necessary licenses and
permits to own and operate its properties and to carry on its business
as it is now being conducted, and is duly licensed or qualified and is
in good standing as a foreign corporation in each jurisdiction wherein
the nature of the business transacted by it or the nature of the
property owned or leased by it makes such licensing or qualification
necessary.
(b) Pending Litigation. Except for a controversy between
Parallel and Mesa Limited Partnership involving the custody and use of
certain seismic data, there is no action, litigation, arbitration,
investigation or other proceeding, at law or in equity, pending or
threatened, to the knowledge of Parallel, against Parallel with respect
to its business, properties or personnel or the transactions
contemplated by this Agreement.
(c) Sale is Legal and Authorized. The issuance and sale of the
Preferred Stock and compliance by Parallel with all of the provisions of
this Agreement:
<PAGE> 20
(1) are within the corporate powers of Parallel and
have been duly authorized by proper corporate action on the
part of Parallel; and
(2) will not violate any provision of any law or any
order of any court or governmental authority or agency and
will not conflict with or result in any breach of any of the
terms, conditions or provision of, or constitute a default under
the Articles of Incorporation or Bylaws of Parallel or any
indenture or other agreement or instrument to which Parallel
is a party or by which it may be bound or result in the
imposition of any liens or encumbrances on any property of
Parallel.
(d) Survival of Representations and Warranties. The
representations and warranties made by Parallel herein shall survive the
Closing.
ARTICLE IV
4.1 Representations and Warranties of Wes-Tex. Wes-Tex represents and
warrants to Parallel as follows:
(a) Organization. Wes-Tex is duly organized, validly existing and
is in good standing under the laws of the State of Texas, has all requisite
power and authority and all necessary licenses and permits to carry on its
business as it is now being conducted, and is duly licensed or qualified
and is in good standing as a foreign corporation in each jurisdiction
wherein the nature of the business transacted by it or the nature of the
property owned or leased by it makes such licensing or qualification
necessary.
(b) Pending Litigation. There is no action, litigation, arbitration,
investigation or other proceeding, at law or in equity, pending or
threatened, to the knowledge of Wes-Tex, against Wes-Tex with respect to
its business, properties or personnel or the transactions contemplated by
this Agreement.
(c) Purchase is Legal and Authorized. The purchase of the
Preferred Stock and compliance by Wes-Tex with all of the provisions of
<PAGE> 21
this Agreement are within the corporate powers of Wes-Tex and have been
duly authorized by proper corporate action on the part of Wes-Tex.
(d) Investment. Wes-Tex is acquiring the Preferred Stock for its
own account for investment and not with a view to the distribution or
resale thereof.
(e) Information. Wes-Tex acknowledges that it has received the
following documents prior to the consummation of the transactions
contemplated hereby:
(i) Parallel Form 10-K for the fiscal year ended
December 31, 1987;
(ii) Parallel Proxy Statement dated May 17, 1988;
(iii) Parallel 1988 Annual Report to stockholders; and
(iv) Parallel Form 10-Q for the quarter ended June 30,
1988.
(f) Restrictions. Wes-Tex understands and agrees that the
following restrictions and limitations are applicable to its purchase and
resales, pledges, hypothecations or other transfers of the Preferred Stock:
(i) Wes-Tex agrees that the Preferred Stock shall not
be sold, pledged, hypothecated or transferred unless registered
under the Act and applicable state securities laws or an
exemption from registration is available.
(ii) A legend will be placed on the certificate(s)
evidencing the Preferred Stock in substantially the following
form:
THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED. WITHOUT SUCH
REGISTRATION, SUCH SECURITIES MAY NOT
BE SOLD, PLEDGED, HYPOTHECATED OR
OTHERWISE TRANSFERRED AT ANY TIME
WHATSOEVER, EXCEPT UPON DELIVERY TO
<PAGE> 22
THE COMPANY OF AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT
SUCH REGISTRATION IS NOT REQUIRED FOR
SUCH TRANSFER UNDER ANY APPLICABLE
FEDERAL OR STATE SECURITIES LAWS OR
ANY RULE OR REGULATION PROMULGATED
THEREUNDER.
(iii) Stop transfer instructions have been or will be
placed with respect to the Preferred Stock so as to restrict
the resale, pledge, hypothecation or other transfer thereof.
(iv) The legend and stop transfer instructions
described in subparagraphs (ii) and (iii) above will be placed
with respect to any new certificate(s) or other documents(s)
issued upon presentment by the undersigned of
certificate(s) or other document(s) for transfer.
(g) Additional Information. The undersigned has had the
opportunity to ask questions of and receive answers from Parallel
concerning the terms and conditions of the transactions contemplated by
this Agreement and has had the opportunity to obtain and request any
additional information concerning Parallel and the transactions
contemplated by this Agreement.
(h) Survival of Representations and Warranties. The
representations and warranties made by Wes-Tex herein shall survive the
Closing.
ARTICLE V
5.1 General Provisions.
(a) Integration. This Agreement, the attached exhibits, and the documents
furnished pursuant to this Agreement constitute the entire agreement and
understanding of the parties in respect of the transactions contemplated hereby
and supersede all prior agreements, arrangements and understandings. Except
<PAGE> 23
as set forth herein or in any of the attached exhibits, neither party is
making any representation or warranty to the other party. This Agreement may
be amended or modified only by written document signed by the parties hereto.
(b) Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall constitute an original, but all of which
taken together shall constitute one and the same instrument.
(c) Waiver. Any of the terms and conditions of this Agreement may be
waived at any time and from time to time only in writing by the party entitled
to the benefit thereof without affecting any other terms and conditions of
this Agreement. The waiver by either party hereto of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of
any subsequent breach.
(d) Headings. The section and paragraph headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning and interpretation of this Agreement.
(e) Successors and Assigns. This Agreement shall be binding upon,
inure to the benefit of, and be enforceable by, the respective parties, their
successors and legal representatives. Except as otherwise expressly provided
herein, nothing expressed or implied herein is intended or shall be construed
to confer upon or give any person, firm or corporation, other than the
parties, any right or remedy hereunder or by reason hereof.
(f) Governing Law. This Agreement shall be governed by and construed in
accordance with Texas law.
(g) Severability. Should any part of this Agreement for any reason be
declared invalid, such decision shall not affect the validity of any remaining
portion, which remaining portion shall remain in force and effect as if this
Agreement had been executed with the invalid portion thereof eliminated and
it is hereby declared the intention of the parties hereto that they would
have executed the remaining portion of this Agreement without including
therein any such part, parts, or portion which may, for any reason, be
hereafter declared invalid.
(h) Notices. Any notice required or permitted to be delivered hereunder,
unless otherwise provided herein, shall be deemed to be delivered, whether
actually received or not, when deposited in the United States mail, postage
prepaid, certified mail, return receipt requested, addressed to Parallel or
Wes-Tex, at the addresses indicated below:
<PAGE> 24
If to Parallel: P.O. Drawer 10587
One Marienfeld Place
Suite 345
Midland, Texas 79701
If to Wes-Tex: P.O. Box 3739
Abilene, Texas 79604
IN WITNESS WHEREOF, the parties have executed this Agreement October 10th,
1988 to be effective as of September 30, 1988.
PARALLEL PETROLEUM CORPORATION
By /s/ Larry C. Oldham
Larry C. Oldham, Executive Vice President
WES-TEX DRILLING COMPANY
By /s/ Charles Ezzell
Name Charles Ezzell
Title Exec. Vice President
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Parallel Petroleum Corporation
------------------------------
(Name of Issuer)
Common Stock $.01 Par Value
------------------------------
(Title of Class of Securities)
699157103
------------------------------
(CUSIP Number)
Wes-Tex Drilling Company
519 First National Bank Bldg. West
Abilene, Texas 79601
(915) 677-9121
---------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 27, 1992 and August 28, 1992
---------------------------------------
(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(b)(3) or (4), check the following
box___.
Check the following box if a fee is being paid with the statement___. (A fee
is not required only if the reporting 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.)
Note: Six copies of this statement, including all exhibits, should be filled
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*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
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)
<PAGE> 2
CUSIP No. 699157103 13D
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wes-Tex Drilling Company
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ____
(b) ____
3. SEC USE ONLY
4. SOURCE OF FUNDS
SC, 00
5. CHECK BOX 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 821,488
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING 9. SOLE DISPOSITIVE POWER:
PERSON 821,488
WITH 10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
821,488
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.98
14. TYPE OF REPORTING PERSON
SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
Item 1. Security and Issuer
The class of securities to which this Amendment No. 2 to Schedule 13D
(the "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 345, Midland,
Texas 79701.
Item 2. Identity and Background
This Statement is being filed by Wes-Tex Drilling Company, a Texas
corporation ("Wes-Tex"), whose address is 519 First National Bank Building
West, Abilene, Texas 79601.
Wes-Tex is primarily engaged in the business of providing contract
drilling services to major and independent oil and gas companies. Wes-Tex is
secondarily engaged in the exploration for, development and production of oil
and natural gas.
The principal executive offices of Wes-Tex are located in Abilene, Texas
and Wes-Tex operates mainly in the Permian Basin area of the Southwestern
United States. Wes-Tex has been in business for approximately 36 years.
The name, residence address and principal occupation and address of
employment of each executive officer, director and controlling person of
Wes-Tex is set forth in Exhibit A attached hereto and made a part hereof for
all purposes.
Neither Wes-Tex nor, to its knowledge, any executive officer, director
or controlling person of Wes-Tex has, during the past 5 years, been convicted
in any criminal proceeding, excluding traffic violations or similar
misdemeanors.
Neither Wes-Tex nor, to its knowledge, any executive officer, director
or controlling person of Wes-Tex has, during the past 5 years, been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which it or any such 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.
<PAGE> 4
Item 3. Source and Amount of Funds or Other Consideration
In 1986, Parallel sold and Wes-Tex purchased 18,334 shares of $.30
Cumulative Convertible Preferred Stock ("Cumulative Preferred Stock") at a
price of $3.00 per share. The Cumulative Preferred Stock was convertible
into Common Stock at a conversion rate of twelve shares of Common Stock for
each one share of Cumulative Preferred Stock. The $55,000 consideration
paid for the Cumulative Preferred Stock was financed from Wes-Tex's cash on
hand. On September 22, 1988, Wes-Tex converted the Cumulative Preferred
Stock into 220,008 shares of Common Stock.
In 1987, Parallel executed a promissory note (the"Note") in the principal
sum of $249,376.83 payable to Wes-Tex and a Deed of Trust (the "Deed of Trust")
covering various oil and gas properties for the benefit of Wes-Tex to secure
payment on the Note. In October, 1988, Parallel entered into an agreement
with Wes-Tex to restructure the trade indebtedness evidenced by the Note and
secured by the Deed of Trust. Under the terms of the restructuring, Parallel
entered into a Stock Purchase Agreement ("Stock Purchase Agreement") dated
October 10, 1988 with Wes-Tex pursuant to which Parallel issued and sold to
Wes-Tex an aggregate of 65,248 shares of Non-voting Convertible Preferred
Stock, $.10 par value ("Preferred Stock"), at a price of $3.50 per share.
The Preferred Stock has a liquidation preference of $3.50 per share and is
convertible into Common Stock at an initial conversion rate of ten shares of
Common Stock for each one share of Preferred Stock, subject to adjustment
for any stock split, reverse stock split, stock dividend or similar event.
The consideration paid for the Preferred Stock was the cancellation of the
Note which had an outstanding balance of $228,368.82 and the release by
Wes-Tex of the Deed of Trust which secured the Note. As reported in
Amendment No. 1 to Schedule 13D previously filed by Wes-Tex, such shares of
Parallel Preferred Stock were converted by Wes-Tex into an aggregate of
652,480 shares of Parallel Common Stock on October 26, 1990.
Item 4. Purpose of Transaction
This Statement is being filed to report the following sales of Common
Stock by Wes-Tex:
<TABLE>
Number of Price per Type of
Date of Sale Shares Sold Share Transaction
- ------------ ---------- --------- -----------
<S> <C> <C> <C>
August 27, 1992 35,000 $1.00 Open market sale.
August 28, 1992 16,000 $1.00 Open market sale.
</TABLE>
<PAGE> 5
After giving effect to the sales of Common Stock as set forth above,
Wes-Tex owns a total of 821,488 shares of Common Stock. Although the number
of shares of Common Stock beneficially owned by Wes-Tex does not constitute
a majority of the outstanding shares of Common Stock, Wes-Tex may nonetheless
beneficially own a sufficient number of shares of Common Stock to influence
control of Parallel.
Wes-Tex may in the future acquire or dispose of additional shares of
Common Stock, either through open market or privately negotiated transactions.
Any such future decision will be made by Wes-Tex in light of the then current
financial condition and prospects of Parallel, the market price of he Common
Stock, the financial condition of Wes-Tex and other relevant factors.
Wes-Tex has no 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
(i) Any action similar to any of those enumerated above.
<PAGE> 6
Item 5. Interest in Securities of the Issuer
(a) Parallel presently has issued and outstanding a total of 11,772,388
shares of Common Stock. After giving effect to the sales of the Common Stock,
Wes-Tex is the record owner of 821,488 shares of Common Stock, which represents
approximately 6.98% of Parallel's issued and outstanding Common Stock.
(b) Wes-Tex retains both voting and investment power.
(c) To the best of Wes-Tex's knowledge, no executive officer or director
of Wes-Tex and no associate of Wes-Tex owns or has a right to acquire,
directly or indirectly, any shares of Common Stock. Other than as stated
above, no transactions in the Common Stock were effected during the past 60
days by Wes-Tex or, to the best of Wes-Tex's knowledge, by any executive
officer, director or affiliated person of Wes-Tex, or by any subsidiary of
Wes-Tex or by any executive officer, director or affiliated person of any
such subsidiary.
(d) 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.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
Not applicable
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 investor.
<PAGE> 7
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.
WES-TEX DRILLING COMPANY
By: /s/ Charles Ezzell
Charles Ezzell, President
<PAGE> 8
EXHIBIT A
Name, residence address and present principal occupation and address of
employment of the executive officers, directors and controlling persons of
Investor:
<TABLE>
Name and Residence Present Position Present Principal Occupation and
Address Citizenship with Investor Address or Employment
- ------------------- ----------- ---------------- ---------------------------------
<S> <C> <C> <C>
Myrle Greathouse U.S.A. Chairman of the Board Chairman of the Board of Directors
#5 Glen Abbey Court of Directors, Sole Sole Stockholder
Abilene, Texas 79606 Stockholder 519 First Natl. Bank Bldg. West
Abilene, Texas 79601
Charles Ezzell U.S.A. President and Director President and Director
1633 Hillview 519 First Natl. Bank Bldg. West
Abilene, Texas 79601 Abilene, Texas 79601
Danny Mullen U.S.A. Executive Vice President Executive Vice President and Director
1725 Woodridge and Director 519 First Natl. Bank Bldg. West
Abilene, Texas 79605 Abilene, Texas 79601
Randy Thompson U.S.A. Vice President of Vice President of Drilling Operations
105 Lawrence Circle Drilling Operations and and Director
Abilene, Texas 79605 Director 519 First Natl. Bank Bldg. West
Abilene, Texas 79601
Marcella Greathouse U.S.A. Treasurer and Director Treasurer and Director
#5 Glen Abbey Court 519 First Natl. Bank Bldg. West
Abilene, Texas 79606 Abilene, Texas 79601
Helen R. Little U.S.A. Secretary Secretary
4633 Sage Circle 519 First Natl. Bank Bldg. West
Abilene, Texas 79606 Abilene, Texas 79601
James P. Wilson U.S.A. Director President of Dunigan Enterprises, Inc.
642B Bacacita Farms Rd. 4648 S. Treadaway
Abilene, Texas 79602 Abilene, Texas 79602
Carl S. Cook, Jr. U.S.A. Director Investments
1950 River Oaks Circle 1950 River Oaks Circle
Abilene, Texas 79605 Abilene, Texas 79605
</TABLE>
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Parallel Petroleum Corporation
------------------------------
(Name of Issuer)
Common Stock $.01 Par Value
------------------------------
(Title of Class of Securities)
699157103
----------------------------------------
(CUSIP Number)
Wes-Tex Drilling Company
519 First National Bank Bldg. West
Abilene, Texas 79601
(915) 677-9121
----------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 21, 1992
----------------------------------------
(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(b)(3) or (4), check the following
box ___.
Check the following box if a fee is being paid with the statement___. (A fee
is not required only if the reporting 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.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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)
<PAGE> 2
CUSIP No. 699157103 13D
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wes-Tex Drilling Company
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)____
(b)____
3. SEC USE ONLY
4. SOURCE OF FUNDS
SC, 00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
____
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
NUMBER OF
SHARES 7. SOLE VOTING POWER
BENEFICIALLY 772,488
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING 9. SOLE DISPOSITIVE POWER:
PERSON 772,488
WITH 10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
772,488
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.56%
14. TYPE OF REPORTING PERSON
SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
Item 1. Security and Issuer
The class of securities to which this Amendment No. 3 to Schedule 13D
(the "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 345, Midland,
Texas 79701.
Item 2. Identity and Background
This Statement is being filed by Wes-Tex Drilling Company, a Texas
corporation ("Wes-Tex"), whose address is 519 First National Bank Building
West, Abilene, Texas 79601.
Wes-Tex is primarily engaged in the business of providing contract
drilling services to major and independent oil and gas companies. Wes-Tex is
secondarily engaged in the exploration for, development and production of oil
and natural gas.
The principal executive offices of Wes-Tex are located in Abilene, Texas
and Wes-Tex operates mainly in the Permian Basin area of the Southwestern
United States. Wes-Tex has been in business for approximately 36 years.
The name, residence address and principal occupation and address of
employment of each executive officer, director and controlling person of
Wes-Tex is set forth in Exhibit A attached hereto and made a part hereof for
all purposes.
Neither Wes-Tex nor, to its knowledge, any executive officer, director
or controlling person of Wes-Tex has, during the past 5 years, been convicted
in any criminal proceedings, excluding traffic violations or similar
misdemeanors.
Neither Wes-Tex nor, to its knowledge, any executive officer, director
or controlling person of Wes-Tex has, during the past 5 years, been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which it 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.
<PAGE> 4
Item 3. Source and Amount of Funds or Other Consideration
In 1986, Parallel sold and Wes-Tex purchased 18,334 shares of $.30
Cumulative Convertible Preferred Stock ("Cumulative Preferred Stock") at a
price of $3.00 per share. The Cumulative Preferred Stock was convertible
into Common Stock at a conversion rate of twelve shares of Common Stock for
each one share of Cumulative Preferred Stock. The $55,000 consideration
paid for the Cumulative Preferred Stock was financed from Wes-Tex's cash on
hand. On September 22, 1988, Wes-Tex converted the Cumulative Preferred
Stock into 220,008 shares of Common Stock.
In 1987, Parallel executed a promissory note (the"Note") in the principal
sum of $249,376.83 payable to Wes-Tex and a Deed of Trust (the "Deed of Trust")
covering various oil and gas properties for the benefit of Wes-Tex to secure
payment on the Note. In October, 1988, Parallel entered into an agreement
with Wes-Tex to restructure the trade indebtedness evidenced by the Note and
secured by the Deed of Trust. Under the terms of the restructuring, Parallel
entered into a Stock Purchase Agreement ("Stock Purchase Agreement") dated
October 10, 1988 with Wes-Tex pursuant to which Parallel issued and sold to
Wes-Tex an aggregate of 65,248 shares of Non-voting Convertible Preferred
Stock, $.10 par value ("Preferred Stock"), at a price of $3.50 per share.
The Preferred Stock has a liquidation preference of $3.50 per share and is
convertible into Common Stock at an initial conversion rate of ten shares of
Common Stock for each one share of Preferred Stock, subject to adjustment for
any stock split, reverse stock split, stock dividend or similar event. The
consideration paid for the Preferred Stock was the cancellation of the Note
which had an outstanding balance of $228,368.82 and the release by Wes-Tex of
the Deed of Trust which secured the Note. As reported in Amendment No. 1 to
Schedule 13D previously filed by Wes-Tex, such shares of Parallel Preferred
Stock were converted by Wes-Tex into an aggregate of 652,480 shares of
Parallel Common Stock on October 26, 1990.
Item 4. Purpose of Transaction
This Statement is being filed to report the following sales of Common
Stock by Wes-Tex:
<TABLE>
Number of Price per Type of
Date of Sale Shares Sold Share Transaction
- ------------ ---------- --------- -----------
<S> <C> <C> <C>
September 21, 1992 10,000 $1.00 Open market sale.
September 22, 1992 11,500 $1.00 Open market sale.
September 23, 1992 3,600 $1.00 Open market sale.
October 22, 1992 23,900 $1.00 Open market sale.
</TABLE>
<PAGE> 5
After giving effect to the sales of Common Stock as set forth above and
the sales of Common Stock reported in Amendment No. 1 and Amendment No. 2 to
this Schedule 13D, Wes-Tex owns a total of 772, 488 shares of Common Stock.
Although the number of shares of common Stock beneficially owned by Wes-Tex
does not constitute a majority of the outstanding shares of Common Stock,
Wes-Tex may nonetheless beneficially own a sufficient number of shares of
Common Stock to influence control of Parallel.
Wes-Tex may in the future acquire or dispose of additional shares of
Common Stock, either through open market or privately negotiated transactions.
Any such future decision will be made by Wes-Tex in light of the then current
financial condition and prospects of Parallel, the market price of the Common
Stock, the financial condition of Wes-Tex and other relevant factors.
Wes-Tex has no 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
(i) Any action similar to any of those enumerated above.
<PAGE> 6
Item 5. Interest in Securities of the Issuer
(a) Parallel presently has issued and outstanding a total of 11,772,388
shares of Common Stock. After giving effect to the sales of the Common Stock,
Wes-Tex is the record owner of 772,488 shares of Common Stock, which represents
approximately 6.56% of Parallel's issued and outstanding Common Stock.
(b) Wes-Tex retains both voting and investment power.
(c) To the best of Wes-Tex's knowledge, no executive officer or
director of Wes-Tex and no associate of Wes-Tex owns or has a right to
acquire, directly or indirectly, any shares of Common Stock. Other than as
stated above, no transactions in the Common Stock were effected during the
past 60 days by Wes-Tex or, to the best of Wes-Tex's knowledge, by any
executive officer, director or affiliated person of Wes-Tex, or by any
subsidiary of Wes-Tex or by any executive officer, director or affiliated
person of any such subsidiary.
(d) 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.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
Not applicable
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 investor.
<PAGE> 7
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.
WES-TEX DRILLING COMPANY
By: /s/ Charles Ezzell
Charles Ezzell, President
<PAGE> 8
EXHIBIT A
Name, residence address and present principal occupation and address of
employment of the executive officers, directors and controlling persons
of Investor:
<TABLE>
Name and Residence Present Position Present Principal Occupation and
Address Citizenship with Investor Address or Employment
- ------------------- ----------- ---------------- ---------------------------------
<S> <C> <C> <C>
Myrle Greathouse U.S.A. Chairman of the Board Chairman of the Board of Directors
#5 Glen Abbey Court of Directors, Sole Sole Stockholder
Abilene, Texas 79606 Stockholder 519 First Natl. Bank Bldg. West
Abilene, Texas 79601
Charles Ezzell U.S.A. President and Director President and Director
1633 Hillview 519 First Natl. Bank Bldg. West
Abilene, Texas 79601 Abilene, Texas 79601
Danny Mullen U.S.A. Executive Vice President Executive Vice President and Director
1725 Woodridge and Director 519 First Natl. Bank Bldg. West
Abilene, Texas 79605 Abilene, Texas 79601
Randy Thompson U.S.A. Vice President of Vice President of Drilling Operations
105 Lawrence Circle Drilling Operations and and Director
Abilene, Texas 79605 Director 519 First Natl. Bank Bldg. West
Abilene, Texas 79601
Marcella Greathouse U.S.A. Treasurer and Director Treasurer and Director
#5 Glen Abbey Court 519 First Natl. Bank Bldg. West
Abilene, Texas 79606 Abilene, Texas 79601
Helen R. Little U.S.A. Secretary Secretary
4633 Sage Circle 519 First Natl. Bank Bldg. West
Abilene, Texas 79606 Abilene, Texas 79601
James P. Wilson U.S.A. Director President of Dunigan Enterprises, Inc.
642B Bacacita Farms Rd. 4648 S. Treadaway
Abilene, Texas 79602 Abilene, Texas 79602
Carl S. Cook, Jr. U.S.A. Director Investments
1950 River Oaks Circle 1950 River Oaks Circle
Abilene, Texas 79605 Abilene, Texas 79605
</TABLE>
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Parallel Petroleum Corporation
------------------------------
(Name of Issuer)
Common Stock $.01 Par Value
------------------------------
(Title of Class of Securities)
699157103
----------------------------------------
(CUSIP Number)
Myrle Greathouse
Wes-Tex Drilling Company
519 First National Bank Bldg. West
Abilene, Texas 79601
(915) 677-9121
----------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 5, 1993
----------------------------------------
(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(b)(3) or (4), check the following
box ___.
Check the following box if a fee is being paid with the statement___. (A fee
is not required only if the reporting 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.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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)
<PAGE> 2
CUSIP No. 699157103 13D
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wes-Tex Drilling Company
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)____
(b) x
----
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX 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 932,488
REPORTING 9. SOLE DISPOSITIVE POWER:
PERSON
WITH 10. SHARED DISPOSITIVE POWER
932,488
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
932,488
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
x
----
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.67%
14. TYPE OF REPORTING PERSON
CO
SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
CUSIP No. 699157103 13D
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Myrle Greathouse
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ____
(b) x
----
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF
SHARES 7. SOLE VOTING POWER
BENEFICIALLY 20,000
OWNED BY 8. SHARED VOTING POWER
EACH 932,488
REPORTING 9. SOLE DISPOSITIVE POWER:
PERSON 20,000
WITH 10. SHARED DISPOSITIVE POWER
932,488
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
952,488
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
x
----
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.82%
14. TYPE OF REPORTING PERSON
IN
SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
Item1. Security and Issuer
The class of securities to which this Amendment No. 4 to Schedule 13D
(the "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 (i) Wes-Tex Drilling Company, a Texas
corporation ("Wes-Tex"), whose address is 519 First National Bank Building
West, Abilene, Texas 79601, and by (ii) Myrle Greathouse ("Greathouse"), an
individual whose business address is 519 First National Bank Building West,
Abilene, Texas 79601.
Wes-Tex is primarily engaged in the business of providing contract
drilling services to major and independent oil and gas companies. Wes-Tex is
secondarily engaged in the exploration for, development and production of oil
and natural gas for its own account.
Greathouse is the Chairman of the Board of Directors and sole stockholder
of Wes-Tex.
The principal executive offices of Wes-Tex and Greathouse are located in
Abilene, Texas at the address stated above. Wes-Tex operates primarily in the
Permian Basin area of the Southwestern United States. Wes-Tex has been in
business for approximately 36 years and has provided contract drilling
services to Parallel since 1983.
The name, residence address and principal occupation and address of
employment of each executive officer, director and controlling person of
Wes-Tex, including Greathouse, are set forth in Exhibit A attached hereto
and made a part hereof for all purposes.
Neither Wes-Tex, Greathouse nor, to their knowledge, any of the executive
officers, directors or controlling persons of Wes-Tex has, during the last
five years, been convicted in any criminal proceedings, excluding traffic
violations or similar misdemeanors.
Neither Wes-Tex, Greathouse nor, to their knowledge, any executive
officers, directors or controlling persons of Wes-Tex 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 Wes-Tex or Greathouse 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 October 5, 1993, Parallel closed a private placement of 2,200,000
shares of its Common Stock (the "Private Placement"), of which Wes-Tex
subscribed for and purchased 160,000 shares of the cash purchase price of
<PAGE> 5
$240,000, and Greathouse subscribed for and purchased 20,000 shares for the
cash purchase price of $30,000. The Common Stock was purchased by Wes-Tex
with available working capital and Greathouse purchased the Common Stock
with personal funds.
Item 4. Purpose of Transaction
This Statement is being filed to report the following sales of Common
Stock by Wes-Tex and Greathouse:
<TABLE>
Name of Number of Price per Type of
Purchaser Date of Closing Shares Purchased Share Transaction
- -------------- --------------- ----------------- ----------- -----------
<S> <C> <C> <C> <C>
Wes-Tex October 5, 1993 160,000 $1.50 Private Purchase
Greathouse October 5, 1993 20,000 $1.50 Private Purchase
</TABLE>
After giving effect to the purchases of Common Stock as set forth above,
Wes-Tex owns directly and holds of record a total of 932,488 shares of Common
Stock and Greathouse owns directly and holds of record 20,000 shares of
Common Stock. Although the number of shares of Common Stock beneficially
owned by Wes-Tex and Greathouse does not constitute a majority of the
outstanding shares of Common Stock, Wes-Tex and Greathouse may nonetheless
beneficially own a sufficient number of shares of Common Stock to influence
control of Parallel.
Wes-Tex and Greathouse, or either 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 by Wes-Tex and Greathouse in light of the then
current financial condition and prospects of Parallel, the market price of
the Common Stock, the financial condition of Wes-Tex and Greathouse and other
relevant factors. Neither Wes-Tex nor Greathouse 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, except Greathouse may, but only with the approval
of the existing board of directors of Parallel, ask to be considered for
appointment or election as a director of Parallel;
(d) Any material change in Parallel's present capitalization or
dividend policy;
(e) Any other material change in Parallel's business or corporate
structure;
<PAGE> 6
(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
(i) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) Parallel presently has issued and outstanding a total of 13,972,388
shares of Common Stock. After giving effect to the purchases of Common Stock
reported herein, Wes-Tex is the record owner of 932,488 shares of Common
Stock, which represents approximately 6.67% of Parallel's issued and
outstanding Common Stock, and Greathouse is the record owner of 20,000 shares
of Common Stock, which represents less than 1.0% of Parallel's issued and
outstanding Common Stock.
(b) Greathouse has beneficial ownership of 952,488 shares of Common
Stock, of which he has sole voting and investment powers with respect to
20,000 shares of Common Stock and shared voting and investment powers with
respect to the 932,488 shares of Common Stock owned by Wes-Tex. Wes-Tex has
shared and investment powers with Greathouse with respect to the 932,488
shares of Common Stock owned by Wes-Tex.
(c) To the best knowledge of Wes-Tex and Greathouse, no executive
officer or director of Wes-Tex and no associate of Wes-Tex or Greathouse owns
or has a right to acquire, directly or indirectly, any shares of Common Stock
except that (i) Charles Ezzell, the President and a Director of Wes-Tex
subscribed for and purchased 10,000 shares of Common Stock in the Private
Placement for the cash purchase price of $15,000, and (ii) John D. Mullen,
the Executive Vice President and a Director of Wes-Tex subscribed for and
purchased 10,000 shares of Common Stock in the Private Placement for the cash
purchase price of $15,000.00. Messrs. Ezzell and Mullen each used their
respective personal funds to purchase the Common Stock.
Other than as stated above, no transactions in the Common Stock were
effected during the past 60 days by Wes-Tex or Greathouse or, to the best
knowledge of Wes-Tex and Greathouse, by any executive officer, director or
<PAGE> 7
affiliated person of Wes-Tex or Greathouse, or by any subsidiary of Wes-Tex
or by any executive officer, director or affiliated person of any such
subsidiary.
(d) 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.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer
Not applicable
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 Wes-Tex.
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.
WES-TEX DRILLING COMPANY
By: /s/ Charles Ezzell
Charles Ezzell, President
/s/ Myrle Greathouse
Myrle Greathouse
<PAGE> 8
EXHIBIT A
Name, residence address and present principal occupation and address of
employment of the executive officers, directors and controlling persons of
Wes-Tex:
<TABLE>
Name and Residence Present Position Present Principal Occupation and
Address Citizenship with Wes-Tex Address or Employment
- ------------------- ----------- ---------------- ---------------------------------
<S> <C> <C> <C>
Myrle Greathouse U.S.A. Chairman of the Board Chairman of the Board of Directors
#5 Glen Abbey Court of Directors, Sole Sole Stockholder
Abilene, Texas 79606 Stockholder 519 First Natl. Bank Bldg. West
Abilene, Texas 79601
Charles Ezzell U.S.A. President and Director President and Director
1633 Hillview 519 First Natl. Bank Bldg. West
Abilene, Texas 79601 Abilene, Texas 79601
John D. Mullen U.S.A. Executive Vice President Executive Vice President and Director
1725 Woodridge and Director 519 First Natl. Bank Bldg. West
Abilene, Texas 79605 Abilene, Texas 79601
Randy Thompson U.S.A. Vice President of Vice President of Drilling Operations
105 Lawrence Circle Drilling Operations and and Director
Abilene, Texas 79605 Director 519 First Natl. Bank Bldg. West
Abilene, Texas 79601
Marcella Greathouse U.S.A. Treasurer and Director Treasurer and Director
#5 Glen Abbey Court 519 First Natl. Bank Bldg. West
Abilene, Texas 79606 Abilene, Texas 79601
Helen R. Little U.S.A. Secretary Secretary
4633 Sage Circle 519 First Natl. Bank Bldg. West
Abilene, Texas 79606 Abilene, Texas 79601
James P. Wilson U.S.A. Director President of Dunigan Enterprises, Inc.
642B Bacacita Farms Rd. 4648 S. Treadaway
Abilene, Texas 79602 Abilene, Texas 79602
Carl S. Cook, Jr. U.S.A. Director Investments
1950 River Oaks Circle 1950 River Oaks Circle
Abilene, Texas 79605 Abilene, Texas 79605
</TABLE>
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Parallel Petroleum Corporation
------------------------------
(Name of Issuer)
Common Stock, $.01 Par Value
------------------------------
(Title of Class of Securities)
699157103
------------------------------
(CUSIP Number)
Myrle Greathouse
Wes-Tex Drilling Company
519 First National Bank Bldg. West
Abilene, Texas 79601
(915) 677-9121
----------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 1, 1993 and December 6, 1993
----------------------------------------
(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(b)(3) or (4), check the following
box____.
Check the following box if a fee is being paid with the statement____. (A
fee is not required only if the reporting 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 less than five percent
of such class. See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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)
<PAGE> 2
CUSIP No. 699157103 13D
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wes-Tex Drilling Company
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) _____
(b) x
-----
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX 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 932,488
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH 10. SHARED DISPOSITIVE POWER
932,488
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
932,488
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
x
----
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.67%
14. TYPE OF REPORTING PERSON
CO
SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
CUSIP No. 699157103 13D
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Myrle Greathouse
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ____
(b) x
----
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF
SHARES 7. SOLE VOTING POWER
BENEFICIALLY 20,000
OWNED BY 8. SHARED VOTING POWER
EACH 932,488
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 20,000
WITH 10. SHARED DISPOSITIVE POWER
932,488
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
952,488
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
x
----
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.82%
14. TYPE OF REPORTING PERSON
IN
SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
Item 1. Security and Issuer
The class of securities to which this Amendment No. 5 to Schedule 13D
(the "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 (i) Wes-Tex Drilling Company, a Texas
corporation ("Wes-Tex"), whose address is 519 First National Bank Building
West, Abilene, Texas 79601, and by (ii) Myrle Greathouse ("Greathouse"), an
individual whose business address is 519 First National Bank Building West,
Abilene, Texas 79601.
Wes-Tex is primarily engaged in the business of providing contract
drilling services to major and independent oil and gas companies. Wes-Tex is
secondarily engaged in the exploration for, development and production of oil
and natural gas for its own account.
Greathouse is the Chairman of the Board of Directors and sole stockholder
of Wes-Tex.
The principal executive offices of Wes-Tex and Greathouse are located in
Abilene, Texas at the address stated above. Wes-Tex operates primarily in
the Permian Basin area of the Southwestern United States. Wes-Tex has been
in business for approximately 36 years and has provided contract drilling
services to Parallel since 1983.
The name, residence address and principal occupation and address of
employment of each executive officer, director and controlling person of
Wes-Tex, including Greathouse, is set forth in Exhibit A attached hereto and
made a part hereof for all purposes.
Neither Wes-Tex, Greathouse nor, to their knowledge, any of the executive
officers, directors or controlling persons of Wes-Tex has, during the last
five years, been convicted in any criminal proceedings, excluding traffic
violations or similar misdemeanors.
Neither Wes-Tex, Greathouse nor, to their knowledge, any executive
officers, directors or controlling persons of Wes-Tex 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 Wes-Tex or Greathouse 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
Not applicable
<PAGE> 5
Item 4. Purpose of Transaction
This Statement is being filed to report the appointment of Greathouse to
the Board of Directors of Parallel and to report his acquisition of a
nonstatutory stock option to purchase 25,000 shares of Common Stock of
Parallel on December 6, 1993.
Greathouse became a director of Parallel on December 1, 1993 as a result
of his appointment to fill a vacancy on Parallel's Board of Directors created
by expanding the size of the Board from six to seven members.
Pursuant to the Parallel 1992 Stock Option Plan (the "Plan"), a
nonstatutory stock option is automatically granted to an individual on the
first Monday following the date such individual becomes a nonemployee
director of Parallel. Accordingly, on December 6, 1993, and pursuant to the
terms of the Plan, a nonstatutory stock option to purchase 25,000 shares of
Common Stock of Parallel was granted to Greathouse. The option is exercisable
at a price of $3.1875 per share, the fair market value of the Common Stock on
December 6, 1993, and is exercisable as to one-half of the shares on December
6, 1994 and as to the remaining one-half on December 6, 1995. The option
expires on December 6, 2003.
Greathouse owns directly and holds of record 20,000 shares of Common
Stock and Wes-Tex owns directly and holds of record a total of 932,488 shares
of Common Stock. Although the number of shares of Common Stock beneficially
owned by Wes-Tex and Greathouse does not constitute a majority of the
outstanding shares of Common Stock, Wes-Tex and Greathouse may nonetheless
beneficially own a sufficient number of shares of Common Stock to influence
control of Parallel.
Wes-Tex and Greathouse, or either 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 by Wes-Tex and Greathouse in light of the then
current financial condition and prospects of Parallel, the market price of
the Common Stock, the financial condition of Wes-Tex and Greathouse and other
relevant factors. Neither Wes-Tex nor Greathouse 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;
<PAGE> 6
(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
(i) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) Parallel presently has issued and outstanding a total of
13,972,388 shares of Common Stock. Wes-Tex is the record owner of
932,488 shares of Common Stock, which represents approximately
6.67% of Parallel's issued and outstanding Common Stock, and
Greathouse is the record owner of 20,000 shares of Common Stock,
which represents less than 1.0% of Parallel's issued and outstanding
Common Stock.
(b) Excluding his right to acquire 25,000 shares of Common
Stock pursuant to the nonstatutory stock option granted to him on
December 6, 1993 (which does not become exercisable until December
6, 1994), Greathouse has beneficial ownership of 952,488 shares of
Common Stock, of which he has sole voting and investment powers with
respect to 20,000 shares of Common Stock and shared voting and
investment powers with respect to the 932,488 shares of Common
Stock owned by Wes-Tex. Wes-Tex has shared and investment powers
with Greathouse with respect to the 932,488 shares of Common Stock
owned by Wes-Tex.
(c) To the best knowledge of Wes-Tex and Greathouse, no
executive officer or director of Wes-Tex and no associate of Wes-Tex or
Greathouse owns or has a right to acquire, directly or indirectly, any
shares of Common Stock except that (i) Charles Ezzell, the President and
a Director of Wes-Tex is the owner of 10,000 shares of Common Stock,
and (ii) John D. Mullen, the Executive Vice President and a Director of
Wes-Tex is the owner of 10,000 shares of Common Stock.
Other than as stated above, no transactions in the Common Stock
were effected during the past 60 days by Wes-Tex or Greathouse or, to
the best knowledge of Wes-Tex and Greathouse, by any executive
<PAGE> 7
officer, director or affiliated person of Wes-Tex or Greathouse, or by any
subsidiary of Wes-Tex or by any executive officer, director or affiliated
person of any such subsidiary.
(d) 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.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer
Not applicable
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 Wes-Tex.
Exhibit B Nonstatutory Stock Option Agreement for Nonemployee Director
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.
WES-TEX DRILLING COMPANY
By: /s/ Charles Ezzell
Charles Ezzell, President
/s/ Myrle Greathouse
Myrle Greathouse
<PAGE> 8
EXHIBIT A
Name, residence address and present principal occupation and address of
employment of the executive officers, directors and controlling persons of
Wes-Tex:
<TABLE>
Name and Residence Present Position Present Principal Occupation and
Address Citizenship with Wes-Tex Address or Employment
- ------------------- ----------- ---------------- ---------------------------------
<S> <C> <C> <C>
Myrle Greathouse U.S.A. Chairman of the Board Chairman of the Board of Directors
#5 Glen Abbey Court of Directors, Sole Sole Stockholder
Abilene, Texas 79606 Stockholder 519 First Natl. Bank Bldg. West
Abilene, Texas 79601
Charles Ezzell U.S.A. President and Director President and Director
1633 Hillview 519 First Natl. Bank Bldg. West
Abilene, Texas 79601 Abilene, Texas 79601
John D. Mullen U.S.A. Executive Vice President Executive Vice President and Director
1725 Woodridge and Director 519 First Natl. Bank Bldg. West
Abilene, Texas 79605 Abilene, Texas 79601
Randy Thompson U.S.A. Vice President of Vice President of Drilling Operations
105 Lawrence Circle Drilling Operations and and Director
Abilene, Texas 79605 Director 519 First Natl. Bank Bldg. West
Abilene, Texas 79601
Marcella Greathouse U.S.A. Treasurer and Director Treasurer and Director
#5 Glen Abbey Court 519 First Natl. Bank Bldg. West
Abilene, Texas 79606 Abilene, Texas 79601
Helen R. Little U.S.A. Secretary Secretary
4633 Sage Circle 519 First Natl. Bank Bldg. West
Abilene, Texas 79606 Abilene, Texas 79601
James P. Wilson U.S.A. Director President of Dunigan Enterprises, Inc.
642B Bacacita Farms Rd. 4648 S. Treadaway
Abilene, Texas 79602 Abilene, Texas 79602
Carl S. Cook, Jr. U.S.A. Director Investments
1950 River Oaks Circle 1950 River Oaks Circle
Abilene, Texas 79605 Abilene, Texas 79605
</TABLE>
<PAGE> 9
EXHIBIT B
NONSTATUTORY STOCK OPTION AGREEMENT
FOR NONEMPLOYEE DIRECTOR
AGREEMENT dated and made effective as of the 6th day of December, 1993,
between PARALLEL PETROLEUM CORPORATION, a Delaware corporation (the
"Company"), and Myrle Greathouse ("Director").
To carry out the purposes of the Parallel Petroleum Corporation 1992 STOCK
OPTION PLAN (the "Plan"), by affording Director the opportunity to purchase
shares of common stock of the Company ("Stock"), and in consideration of the
mutual agreements and other matters set forth herein and in the Plan, the
Company and Director hereby agrees as follows:
1. Grant of Option. The Company hereby irrevocably grants to Director
the right and option ("Option") to purchase all or any part of an aggregate
of 25,000 shares of Stock, on the terms and conditions set forth herein and
in the Plan, which Plan is incorporated herein by reference as a part of this
Agreement. This Option shall not be treated as an incentive stock option
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code").
2. Purchase Price. The purchase price of Stock purchased pursuant to
the exercise of this Option shall be $3.1875, which has been determined to be
the fair market value of the Stock at the date of grant of this Option. For
all purposes of this Agreement, fair market value of Stock shall be determined
in accordance with the provisions of the Plan.
3. Exercise of Option. Subject to the earlier expiration of this Option
as herein provided, this Option may be exercised, by written notice to the
Company at its principal executive office addressed to the attention of its
President or Chief Executive Officer, at any time and from time to time
following the expiration of six months from the date of grant hereof, but,
except as otherwise provided below, this Option shall not be exercisable for
more than a percentage of the aggregate number of shares offered by this
Option determined by the number of full years from the date of grant hereof
to the date of such exercise, in accordance with the following schedule:
<TABLE>
Percentage of
Shares That
Number of Full Years May Be Purchased
-------------------- ----------------
<S> <C>
Less than 1 year 0%
1 year 50%
2 years or more 100%
</TABLE>
<PAGE> 10
This Option is not transferable by Director otherwise than by will or the
laws of descent and distribution, and may be exercised only by Director during
Director's lifetime and while Director remains a director of the Company,
except that:
(a) If Director ceases to be a director of the Company because
of disability (within the meaning of Section 22(e)(3) of the
Code), this Option may be exercised in full by Director (or
Director's estate or the person who acquires this Option by
will or the laws of descent and distribution or otherwise by
reason of the death of Director) at any time during the
period of one year following such termination.
(b) If Director dies while he is a director of the Company,
Director's estate, or the person who acquires this Option by
will or the laws of descent and distribution or otherwise by
reason of the death of Director, may exercise this Option in
full at any time during the period of one year following the
date of Director's death.
(c) If Director ceases to be a director of the Company for any
reason other than as described in (a) or (b) above, unless
Director is removed for cause, this Option may be exercised
by Director at any time during the period of three months
following the date Director ceases to be a director of the
Company, or by Director's estate (or the person who
acquires this Option by will or the laws of descent and
distribution or otherwise by reason of the death of Director)
during a period of one year following Director's death if
Director dies during such three-month period, but in each
case only as to the number of shares Director was entitled
to purchase hereunder upon exercise of this Option as of
the date Director's position as a director of the company so
terminates. For purposes of this Agreement, "cause" shall
mean Director's gross negligence or willful misconduct in
the performance of his duties as a director, or Director's
final conviction of a felony or of a misdemeanor involving
moral turpitude.
This Option shall not be exercisable in any event after the expiration of ten
years from the date of grant hereof. The purchase price of shares as to
which this Option is exercised shall be paid in full at the time of exercise
(a) in cash (including check, bank draft or money order payable to the order
of the Company), (b) by delivering to the Company shares of Stock having a
fair market value equal to the purchase price, or (c) any combination of
(a) or (b). No fraction of a share of Stock shall be issued by the Company
upon exercise of an Option or accepted by the Company in payment of the
purchase price thereof; rather, Director shall provide a cash payment for
<PAGE> 11
such amount as is necessary to effect the issuance and acceptance of only
whole shares of Stock. Unless and until a certificate or certificates
representing such shares shall have been issued by the Company to Director,
Director (or the person permitted to exercise this Option in the event of
Director's death) shall not be or have any rights or privileges of a
shareholder of the Company with respect to shares acquirable upon an exercise
of this Option.
4. Status of Stock. Director agrees that the shares of Stock which
Director may acquire by exercising this Option shall be acquired for
investment without a view to distribution, within the meaning of the
Securities Act of 1933, as amended (the "Act"), and shall not be sold,
transferred, assigned, pledged or hypothecated in the absence of an effective
registration statement for the shares under the Act and applicable state
securities laws or an applicable exemption from the registration requirements
of the Act and any applicable state securities laws. In the event
exemption from registration under the Act is available upon an exercise of
this Option, the Company will not issue such shares unless the holder of the
Option provides the Company with a written opinion of legal counsel, who
shall be satisfactory to the Company, addressed to the Company and satisfactory
in form and substance to the Company's counsel, to the effect that the
proposed issuance of such shares to such Option holder may be made without
registration under the Act. Director (or the person permitted to exercise
this Option in the event of Director's death), if requested by the Company to
do so, will execute and deliver to the Company in writing an agreement
containing such provisions as the Company may retire to assure compliance
with applicable securities laws. Director also agrees that the shares of
Stock which Director may acquire by exercising this Option will not be sold
or otherwise disposed of in any manner which would constitute a violation of
any applicable securities laws, whether federal or state. In addition,
Director agrees (i) that the certificates representing the shares of Stock
purchased under this Option may bear such legend or legends as the
Committee deems appropriate in order to assure compliance with applicable
securities laws, (ii) that the Company may refuse to register the transfer of
the shares of Stock purchased under this Option on the stock transfer records
of the Company if such proposed transfer would in the opinion of counsel
satisfactory to the Company constitute a violation of any applicable
securities law, and (iii) that the Company may give related instructions to
its transfer agent, if any, to stop registration of the transfer of the
shares of Stock purchased under this Option.
5. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of any successors to the Company and all persons lawfully
claiming under Director.
6. Governing Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of Texas.
<PAGE> 12
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed by its officer thereunto duly authorized, and Director has executed
this Agreement, all as of the day and year first above written.
PARALLEL PETROLEUM CORPORATION
By: /s/ Larry C. Oldham
Larry C. Oldham, Executive
Vice President
/s/ Myrle Greathouse
Myrle Greathouse, Director
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Parallel Petroleum Corporation
------------------------------
(Name of Issuer)
Common Stock, $.01 Par Value
------------------------------
(Title of Class of Securities)
699157103
------------------------------
(CUSIP Number)
Myrle Greathouse
Wes-Tex Drilling Company
519 First National Bank Bldg. West
Abilene, Texas 79601
(915) 677-9121
----------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 8, 1995
----------------------------------------
(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(b)(3) or (4), check the following
box____.
Check the following box if a fee is being paid with the statement____. (A
fee is not required only if the reporting 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 less than five percent of such
class. See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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)
<PAGE> 2
CUSIP No. 699157103 13D
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wes-Tex Drilling Company
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ____
(b) x
----
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
NUMBER OF
SHARES 7. SOLE VOTING POWER
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 972,488
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH 10. SHARED DISPOSITIVE POWER
972,488
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
972,488
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
x
----
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.56%
14. TYPE OF REPORTING PERSON
CO
SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
CUSIP No. 699157103 13D
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Myrle Greathouse
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)____
(b) x
----
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF
SHARES 7. SOLE VOTING POWER:
BENEFICIALLY 34,500
OWNED BY 8. SHARED VOTING POWER
EACH 973,304
REPORTING 9. SOLE DISPOSITIVE POWER:
PERSON 34,500
WITH 10. SHARED DISPOSITIVE POWER
973,304
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,007,804
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.80%
14. TYPE OF REPORTING PERSON
IN
SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
Item 1. Security and Issuer
The class of securities to which this Amendment No. 6 to Schedule 13D
(the "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 (i) Wes-Tex Drilling Company, a Texas
corporation ("Wes-Tex"), whose address is 519 First National Bank Building
West, Abilene, Texas 79601, and by (ii) Myrle Greathouse ("Greathouse"), an
individual whose business address is 519 First National Bank Building West,
Abilene, Texas 79601.
Wes-Tex is primarily engaged in the business of providing contract
drilling services to major and independent oil and gas companies. Wes-Tex is
secondarily engaged in the exploration for, development and production of oil
and natural gas for its own account.
Greathouse is the Chairman of the Board of Directors and sole stockholder
of Wes-Tex.
The principal executive offices of Wes-Tex and Greathouse are located in
Abilene, Texas at the address stated above. Wes-Tex operates primarily in
the Permian Basin area of the Southwestern United States. Wes-Tex has been
in business for approximately 41 years and has provided contract drilling
services to Parallel since 1983.
The name, residence address and principal occupation and address of
employment of each executive officer, director and controlling person of
Wes-Tex, including Greathouse, is set forth in Exhibit A attached hereto and
made a part hereof for all purposes.
Neither Wes-Tex, Greathouse nor, to their knowledge, any of the
executive officers, directors or controlling persons of Wes-Tex has, during
the last five years, been convicted in any criminal proceedings, excluding
traffic violations or similar misdemeanors.
Neither Wes-Tex, Greathouse nor, to their knowledge, any executive
officers, directors or controlling persons of Wes-Tex 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 Wes-Tex or
Greathouse 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.
<PAGE> 5
Item 3. Source and Amount of Funds or Other Consideration
On February 8, 1995, Parallel closed a private placement of 644,150
shares of its Common Stock (the "Private Placement"), of which Wes-Tex
subscribed for and purchased 40,000 shares for the cash purchase price of
$100,000. The Common Stock was purchased by Wes-Tex with available working
capital.
Item 4. Purpose of Transaction
This Statement is being filed to report the purchase by Wes-Tex of
40,000 shares of Common Stock of Parallel on February 8, 1995. Such shares
of Common Stock were acquired for investment purposes.
After giving effect to the purchases of Common Stock by Wes-Tex as
described in Item 3 above, Wes-Tex is the beneficial owner of 972,488 shares
of Common Stock, and Greathouse is the beneficial owner of 1,007,804 shares
which include (i) the 972,488 shares beneficially owned by Wes-Tex, (ii) 22,000
shares owned directly by Greathouse, (iii) a nonstatutory stock option to
purchase 12,500 shares of common stock, and (iv) 816 shares indirectly owned
by Greathouse through an investment club of which Greathouse is a member.
Although the number of shares of Common Stock beneficially owned by Wes-Tex
and Greathouse does not constitute a majority of the outstanding shares of
Common Stock, Wes-Tex and Greathouse may nonetheless beneficially own a
sufficient number of shares of Common Stock to influence control of Parallel.
Wes-Tex and Greathouse, or either 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 by Wes-Tex and Greathouse in light of the then
current financial condition and prospects of Parallel, the market price of
the Common Stock, the financial condition of Wes-Tex Greathouse and other
relevant factors. Neither Wes-Tex nor Greathouse 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;
<PAGE> 6
(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
(i) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) Parallel presently has issued and outstanding a total of 14,819,038
shares of Common Stock. Wes-Tex is the beneficial owner of 972,488 shares of
Common Stock, which represents approximately 6.56% of Parallel's issued and
outstanding Common Stock, and Greathouse is the beneficial owner of 1,007,804
shares of Common Stock, which represents approximately 6.80% of Parallel's
issued and outstanding Common Stock.
(b) Greathouse has sole voting and investment powers with respect to
34,500 shares of Common Stock and shared voting and investment powers with
respect to 973,304 shares of Common Stock. Wes-Tex has shared voting and
investment powers with respect to 972,488 shares of Common Stock.
(c) To the best knowledge of Wes-Tex and Greathouse, no executive officer
or director of Wes-Tex and no associate of Wes-Tex or Greathouse owns or has a
right to acquire, directly or indirectly, any shares of Common Stock, except
that (i) Charles Ezzell, the President and a Director of Wes-Tex is the owner
of 10,000 shares of Common Stock, and (ii) John D. Mullen, the Executive Vice
President and a Director of Wes-Tex is the owner of 10,000 shares of Common
Stock.
Other than as stated above, no transactions in the Common Stock were
effected during the past 60 days by Wes-Tex or Greathouse or, to the best
knowledge of Wes-Tex and Greathouse, by any executive officer, director or
affiliated person of Wes-Tex or Greathouse, or by any subsidiary of Wes-Tex
or by any executive officer, director or affiliated person of any such
subsidiary.
<PAGE> 7
(d) 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.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
Not applicable
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 Wes-Tex.
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.
WES-TEX DRILLING COMPANY
By: /s/ Charles Ezzell
Charles Ezzell, President
/s/ Myrle Greathouse
Myrle Greathouse
<PAGE> 8
EXHIBIT A
Name, residence address and present principal occupation and address of
employment of the executive officers, directors and controlling persons of
Wes-Tex:
<TABLE>
Name and Residence Present Position Present Principal Occupation and
Address Citizenship with Wes-Tex Address or Employment
- ------------------- ----------- ---------------- ---------------------------------
<S> <C> <C> <C>
Myrle Greathouse U.S.A. Chairman of the Board Chairman of the Board of Directors
#5 Glen Abbey Court of Directors, Sole Sole Stockholder
Abilene, Texas 79606 Stockholder 519 First Natl. Bank Bldg. West
Abilene, Texas 79601
Charles Ezzell U.S.A. President and Director President and Director
1633 Hillview 519 First Natl. Bank Bldg. West
Abilene, Texas 79601 Abilene, Texas 79601
John D. Mullen U.S.A. Executive Vice President Executive Vice President and Director
1725 Woodridge and Director 519 First Natl. Bank Bldg. West
Abilene, Texas 79605 Abilene, Texas 79601
Randy Thompson U.S.A. Vice President of Vice President of Drilling Operations
105 Lawrence Circle Drilling Operations and and Director
Abilene, Texas 79605 Director 519 First Natl. Bank Bldg. West
Abilene, Texas 79601
Marcella Greathouse U.S.A. Treasurer and Director Treasurer and Director
#5 Glen Abbey Court 519 First Natl. Bank Bldg. West
Abilene, Texas 79606 Abilene, Texas 79601
Helen R. Little U.S.A. Secretary Secretary
4633 Sage Circle 519 First Natl. Bank Bldg. West
Abilene, Texas 79606 Abilene, Texas 79601
James P. Wilson U.S.A. Director President of Dunigan Enterprises, Inc.
642B Bacacita Farms Rd. 4648 S. Treadaway
Abilene, Texas 79602 Abilene, Texas 79602
Carl S. Cook, Jr. U.S.A. Director Investments
1950 River Oaks Circle 1950 River Oaks Circle
Abilene, Texas 79605 Abilene, Texas 79605
</TABLE>
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
Parallel Petroleum Corporation
------------------------------
(Name of Issuer)
Common Stock, $.01 Par Value
------------------------------
(Title of Class of Securities)
699157103
------------------------------
(CUSIP Number)
Myrle Greathouse
Wes-Tex Drilling Company
First National Bank Building
400 Pine Street, Suite 700
Abilene, Texas 79601
(915) 677-9121
----------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 1, 1998
----------------------------------------
(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(b)(3) or (4), check the following
box____.
Check the following box if a fee is being paid with the statement____. (A
fee is not required only if the reporting 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 less than five percent of such
class. See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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)
<PAGE> 2
CUSIP No. 699157103 13D
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wes-Tex Drilling Company
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ____
(b) x
----
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
NUMBER OF
SHARES 7. SOLE VOTING POWER
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 1,088,738
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH 10. SHARED DISPOSITIVE POWER
1,088,738
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,088,738
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
x
-----
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.95%
14. TYPE OF REPORTING PERSON
CO
SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
CUSIP No. 699157103 13D
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Myrle Greathouse
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)____
(b) x
----
3. SEC USE ONLY
4. SOURCE OF FUNDS
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF
SHARES 7. SOLE VOTING POWER
BENEFICIALLY 64,500
OWNED BY 8. SHARED VOTING POWER
EACH 1,167,863
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 64,500
WITH 10. SHARED DISPOSITIVE POWER
1,167,863
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,232,363
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.69%
14. TYPE OF REPORTING PERSON
IN
SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
Item 1. Security and Issuer
The class of securities to which this Amendment No. 7 to Schedule 13D
(the "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 (i) Wes-Tex Drilling Company, a Texas
corporation ("Wes-Tex"), whose address is First National Bank Building, 400
Pine Street, Suite 700, Abilene, Texas 79601, and by (ii) Myrle Greathouse
("Greathouse"), an individual whose business address is First National Bank
Building, 400 Pine Street, Suite 700, Abilene, Texas 79601.
Wes-Tex is primarily engaged in the exploration for, development and
production of oil and natural gas for its own account. Until 1997 when
Wes-Tex sold its contract drilling business, Wes-Tex was also engaged in
providing contract drilling services to major and independent oil and gas
companies, including Parallel.
Greathouse is the Chairman of the Board of Directors and sole stockholder
of Wes-Tex.
Greathouse has served as a director of Parallel since 1993.
The principal executive offices of Wes-Tex and Greathouse are located in
Abilene, Texas at the address stated above. Wes-Tex operates primarily in
the Permian Basin area of the Southwestern United States. Wes-Tex has been
in business for approximately 44 years and provided contract drilling
services to Parallel during the period from 1983 to 1997.
The name, residence address and principal occupation and address of
employment of each executive officer, director and controlling person of
Wes-Tex, including Greathouse, is set forth in Exhibit A attached hereto and
made a part hereof for all purposes.
Neither Wes-Tex, Greathouse nor, to their knowledge, any of the executive
officers, directors or controlling persons of Wes-Tex has, during the last
five years, been convicted in any criminal proceedings, excluding traffic
violations or similar misdemeanors.
Neither Wes-Tex, Greathouse nor, to their knowledge, any executive
officers, directors or controlling persons of Wes-Tex 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 Wes-Tex or Greathouse 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.
<PAGE> 5
Item 3. Source and Amount of Funds or Other Consideration
On April 8, 1998, Parallel closed a private placement of 600,000 shares
of $.60 Cumulative Convertible Preferred Stock (the "Preferred Stock").
The Preferred Stock, by its terms, became convertible on October 9, 1998
at the initial conversion rate of 1.5625 shares of Common Stock for each
share of Preferred Stock.
Of the 600,000 shares of Preferred Stock sold by Parallel, 100,000 shares
were purchased by Wes-Tex and 50,000 shares were purchased by the Greathouse
Charitable Remainder Trust (the "Trust"). The Trust is a charitable remainder
trust in which Greathouse and his wife are the trustees and uni-trust
beneficiaries. Greathouse disclaims beneficial ownership of the Preferred
Stock (and underlying shares of Common Stock), except to the extent of his
pecuriary interest therein.
The Preferred Stock held by Wes-Tex and the Trust is convertible into
156,250 and 78,125 shares of Common Stock, respectively.
Wes-Tex purchased the shares of Preferred Stock for the cash purchase
price of $1,000,000 and the Trust purchased its shares of Preferred Stock for
$500,000. Both purchases were made with available working capital. The
Preferred Stock was purchased on the same terms as all other third party
investors.
Item 4. Purpose of Transaction
This Statement is being filed to report the purchase by Wes-Tex of
100,000 shares of Preferred Stock (and the underlying shares of Common Stock)
and the purchase by the Trust of 50,000 shares of Preferred Stock (and the
underlying shares of Common Stock) of Parallel on April 8, 1998. Such shares
of Preferred Stock (and the underlying shares of Common Stock) were acquired
for investment purposes.
After giving effect to the purchases of Preferred Stock as described in
Item 3 above, Wes-Tex is the beneficial owner of 1,088,738 shares of Common
Stock, and Greathouse is the beneficial owner of 1,232,363 shares which
include (i) the 1,088,738 shares beneficially owned by Wes-Tex, (ii) 22,000
shares owned directly by Greathouse, (iii) 60,000 shares of common stock that
may be acquired by Greathouse upon exercise of nonstatutory stock options,
(iv) 1,000 shares indirectly owned by Greathouse through an investment club
of which Greathouse is a member, and (v) 78,125 shares of Common Stock that
may be acquired by the Trust upon conversion of its Preferred Stock.
<PAGE> 6
Although the number of shares of Common Stock beneficially owned by Wes-Tex
and Greathouse does not constitute a majority of the outstanding shares of
Common Stock, Wes-Tex and Greathouse may nonetheless beneficially own a
sufficient number of shares of Common Stock to influence control of Parallel.
Wes-Tex, the Trust and Greathouse, 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 by Wes-Tex, the Trust and Greathouse
in light of the then current financial condition and prospects of Parallel,
the market price of the Common Stock, the financial condition of Wes-Tex,
the Trust and Greathouse and other relevant factors. Neither Wes-Tex, the
Trust nor Greathouse 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
(i) Any action similar to any of those enumerated above.
<PAGE> 7
Item 5. Interest in Securities of the Issuer
(a) Parallel presently has issued and outstanding a total of 18,131,858
shares of Common Stock. Wes-Tex is the beneficial owner of 1,088,738 shares
of Common Stock, which represents approximately 5.95% of Parallel's issued
and outstanding Common Stock, and Greathouse is the beneficial owner of
1,232,363 shares of Common Stock, which represents approximately 6.69% of
Parallel's issued and outstanding Common Stock.
(b) Greathouse has sole voting and investment powers with respect to
64,500 shares of Common Stock and shared voting and investment powers with
respect to 1,167,863 shares of Common Stock. Wes-Tex has shared voting and
investment powers with respect to 1,088,738 shares of Common Stock.
(c) To the best knowledge of Wes-Tex and Greathouse, no executive
officer or director of Wes-Tex and no associate of Wes-Tex or Greathouse
owns or has a right to acquire, directly or indirectly, any shares of Common
Stock, except that Charles Ezzell, the President and a Director of Wes-Tex is
the owner of 13,000 shares of Common Stock.
On August 4, 1998, Greathouse was granted a nonstatutory stock option to
purchase 25,000 shares of Parallel's Common Stock at an exercise price of
$3.60 per share, the fair market value of the Common Stock on the date of
grant. The option is exercisable in two equal annual installments, commencing
August 4, 1999. The option was granted to Greathouse in his capacity as a
nonemployee director of Parallel. The shares of Common Stock that may be
acquired by Greathouse upon exercise of the option have not been included in
Greathouse's beneficial ownership of Parallel's Common Stock as reported in
this Statement.
Other than as stated above, no transactions in the Common Stock were
effected during the past 60 days by Wes-Tex or Greathouse or, to the best
knowledge of Wes-Tex and Greathouse, by any executive officer, director or
affiliated person of Wes-Tex or Greathouse, or by any subsidiary of Wes-Tex
or by any executive officer, director or affiliated person of any such
subsidiary.
(d) 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.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
Not applicable
<PAGE> 8
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 Wes-Tex.
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.
WES-TEX DRILLING COMPANY
By: /s/ Charles Ezzell
Charles Ezzell, President
/s/ Myrle Greathouse
Myrle Greathouse
<PAGE> 9
EXHIBIT A
Name, residence address and present principal occupation and address of
employment of the executive office, directors and controlling persons of
Wes-Tex:
<TABLE>
Name and Residence Present Position Present Principal Occupation and
Address Citizenship with Wes-Tex Address of Employment
- ------------------ ----------- ------------------ ---------------------------------
<S> <C> <C> <C>
Myrle Greathouse U.S.A. Chairman of the Board Chairman of the Board of Directors
#5 Glen Abbey Court of Directors, Sole Sole Stockholder
Abilene, Texas 79606 Stockholder First National Bank Building
400 Pine Street, Suite 700
Abilene, Texas 79601
Charles Ezzell U.S.A. President and Director President and Director
1633 Hillview First National Bank Building
Abilene, Texas 79601 400 Pine Street, Suite 700
Abilene, Texas 79601
Dewayne E. Chitwood U.S.A. Director Consultant
95 Hedges CBS Insurance
Abilene, Texas 79605 301 S. Pioneer
Abilene, Texas 79605
Charles C. Self III U.S.A. Secretary and Director Whitten & Young PC
3813 South 20th Attorneys at Law
Abilene, Texas 79605 500 Chestnut, Suite 1402
Abilene, Texas 79602
Marcella Greathouse U.S.A. Treasurer and Director Treasurer and Director
#5 Glen Abbey Court First National Bank Building
Abilene, Texas 79606 400 Pine Street, Suite 700
Abilene, Texas 79601
David G. Morris U.S.A. Vice President Vice President Production/Exploration
3817 Santa Monica Dr. Wes-Tex Drilling Company
Abilene, Texas 79605 First National Bank Building
400 Pine Street, Suite 700
Abilene, Texas 79601
James P. Wilson U.S.A. Director President of Dunigan Enterprises, Inc.
642B Bacacita Farms Rd. 4648 S Treadaway
Abilene, Texas 79602 Abilene, Texas 79602
Carl S. Cook, Jr. U.S.A. Director Investments
1950 River Oaks Circle 1950 River Oaks Circle
Abilene, Texas 79605 Abilene, Texas 79605
</TABLE>
