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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
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
400 Pine Street, Suite 700
Abilene, Texas 79601
(915) 677-9121
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 22, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(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)
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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
7. SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 1,246,773
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH 10. SHARED DISPOSITIVE POWER
1,246,773
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,246,773
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
x
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.69%
14. TYPE OF REPORTING PERSON
CO
SEE INSTRUCTIONS BEFORE FILLING OUT!
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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.
7. SOLE VOTING POWER:
NUMBER OF 82,000
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 1,562,057
EACH
REPORTING 9. SOLE DISPOSITIVE POWER:
PERSON 82,000
WITH
10. SHARED DISPOSITIVE POWER
1,562,057
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,644,057
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.64%
14. TYPE OF REPORTING PERSON
IN
SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1. Security and Issuer
The class of securities to which this Amendment No. 8 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 (1) 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 (2)
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.
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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 April 8, 1998, Parallel closed a private placement of 600,000
shares of $.60 Cumulative Convertible Preferred Stock (the "Old Preferred
Stock") to a total of eight accredited investors.
Of the 600,000 shares of Preferred Stock sold by Parallel, 100,000
shares were purchased by Wes-Tex, 50,000 shares were purchased by the
Greathouse Charitable Remainder Trust (the "Trust") and 50,000 shares
were purchased by the Greathouse Foundation (the "Foundation").
Greathouse is the Chairman of the Board of Directors of the Foundation.
The Trust is a charitable remainder trust of which Greathouse and his
wife are the trustees and uni-trust beneficiaries. The Foundation is a tax-
exempt entity under Section 501(c)(3) of the Internal Revenue Code and
is engaged in the business of making charitable grants for benevolent and
philanthropic purposes.
All of the shares of Old Preferred Stock were purchased for cash at
a price of $10.00 per share. All of the purchases were made with
available working capital. All of the accredited investors purchased the
Old Preferred Stock on the same terms.
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On October 16, 1998, all of the holders of the Old Preferred Stock
(including Wes-Tex, the Trust and the Foundation) surrendered all of the
Old Preferred Stock to Parallel in exchange for Parallel's issuance of a like
number of shares of a newly created class of preferred stock, designated
as the 6% Convertible Preferred Stock, $0.10 par value per share (the
"New Preferred Stock"). After the exchange, Wes-Tex was the record
holder of 100,000 shares of New Preferred Stock; the Trust was the record
holder of 50,000 shares of New Preferred Stock; and the Foundation was
the record holder of 50,000 shares of New Preferred Stock. All
outstanding shares of the Old Preferred Stock were cancelled by Parallel
and restored to the status of authorized but unissued preferred stock.
The rights, privileges and preferences of the New Preferred Stock are
substantially identical to the Old Preferred Stock, except that the initial
conversion price of the New Preferred Stock is $3.50 per share, while the
initial conversion price of the Old Preferred Stock was $6.40 per share.
On October 30, 1998, the Company privately placed an additional
374,500 shares of New Preferred Stock. Of the 374,500 shares of New
Preferred Stock that were sold by Parallel, 10,000 shares were purchased
by Wes-Tex; 5,000 shares were purchased by the Trust; and 5,000 shares
were purchased by the Foundation. All of such purchases were made for
cash from available working capital at a price of $10.00 per share. The
New Preferred Stock was purchased on the same terms as all other
investors.
Dividends of $.60 per share per annum, cumulative from date of
issue, are payable semi-annually on June 15 and December 15 of each
year, commencing on December 15, 1998. Each share of New Preferred
Stock may be converted at any time after April 21, 1999, at the option of
the holder, into 2.8571 shares of Common Stock at an initial conversion
price of $3.50 per share, subject to normal anti-dilution adjustments.
The New Preferred Stock may be redeemed at the Company's option, in
whole or part, after October 20, 1999, for $10.00 per share plus accrued
dividends. The New Preferred Stock does not have any voting rights,
except as required by applicable law and except that as long as any
shares of New Preferred Stock remain outstanding, the holders of a
majority of the outstanding shares of the New Preferred Stock may vote
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on any proposal to change any provision of the New Preferred Stock which
materially and adversely affects the rights, preferences or privileges of the
New Preferred Stock. The New Preferred Stock is senior to the Common
Stock with respect to dividends and on liquidation, dissolution or winding
up of the Company. The New Preferred Stock has a liquidation preference
of $10.00 per share, plus accrued and unpaid dividends.
Item 4. Purpose of Transaction
Parallel consummated the sale of the Old Preferred Stock and the
New Preferred Stock for the purpose of reducing outstanding bank debt.
The net proceeds from the sale of the Old Preferred Stock, approximately
$5,919,000, and the net proceeds from the sale of the New Preferred
Stock, approximately $3,709,000, were used by Parallel to reduce its
outstanding bank debt.
The shares of Old Preferred Stock and New Preferred Stock (and the
underlying shares of Common Stock) were acquired by Wes-Tex, the Trust
and the Foundation for investment purposes.
Wes-Tex, the Trust, the Foundation 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, the Foundation 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, the
Foundation 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;
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(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.
Item 5. Interest in Securities of the Issuer
At April 6, 1999, Parallel had issued and outstanding a total of
18,331,858 shares of Common Stock.
The Trust is the beneficial owner of 157,142 shares of Common
Stock, or less than 1.00% of Parallel's issued and outstanding Common
Stock. All of such shares may be acquired upon conversion of 55,000
shares of New Preferred Stock held by the Trust.
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The Foundation is the beneficial owner of 157,142 shares of
Common Stock, or less than 1.00% of Parallel's issued and outstanding
Common Stock. All of such shares may be acquired upon conversion of
55,000 shares of New Preferred Stock held by the Foundation.
Wes-Tex is the beneficial owner of 1,246,773 shares of Common
Stock, or approximately 6.69% of Parallel's issued and outstanding
Common Stock. The shares of Common Stock beneficially owned by Wes-
Tex include:
(1) 314,285 shares of Common Stock which may be acquired upon
conversion of 110,000 shares of New Preferred Stock; and
(2) 932,488 shares of Common Stock held directly by Wes-Tex.
Greathouse may be deemed to be the beneficial owner of 1,644,057
shares of Common Stock, or approximately 8.64% of Parallel's issued and
outstanding Common Stock. The shares of Common Stock beneficially
owned by Greathouse include:
(1) 932,488 shares of Common Stock beneficially owned by Wes-
Tex;
(2) 22,000 shares owned directly by Greathouse;
(3) 60,000 shares that may be acquired by Greathouse upon
exercise of nonstatutory stock options granted to him in his
capacity as a director of Parallel;
(4) 1,000 shares indirectly owned by Greathouse through an
investment club of which Greathouse is a member;
(5) 157,142 shares that may be acquired by the Trust upon
conversion of 55,000 shares of New Preferred Stock;
(6) 314,285 shares that may be acquired by Wes-Tex upon
conversion of 110,000 shares of New Preferred Stock; and
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(7) 157,142 shares that may be acquired by the Foundation upon
conversion of 55,000 shares of New Preferred Stock.
Greathouse disclaims beneficial ownership of the New Preferred
Stock (and all of the underlying shares of Common Stock) held by the
Trust, except to the extent of his pecuriary interest therein. He also
disclaims beneficial ownership of the New Preferred Stock (and underlying
shares of Common Stock) held by the Foundation.
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.
In his capacity as Chairman of the Board of Directors and the sole
stockholder of Wes-Tex, Greathouse has shared voting and investment
powers with respect to the 1,246,773 shares of Common Stock beneficially
owned by Wes-Tex. As co-trustee of the Trust, Mr. Greathouse shares
voting and investment powers with respect to the 157,142 shares of
Common Stock beneficially owned by the Trust. Further, in his capacity
as Chairman of the Board of Directors of the Foundation, Greathouse also
has shared voting and investment powers with respect to the 157,142
shares of Common Stock beneficially owned by the Foundation. Wes-Tex
has shared voting and investment powers with respect to 1,246,773
shares of Common Stock.
Greathouse has sole voting and investment powers with respect to
82,000 shares of Common Stock.
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.
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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.
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.
No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of,
the securities.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
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.
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Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this Statement is true, complete
and correct.
WES-TEX DRILLING COMPANY
By: /s/ Charles Ezzell
Charles Ezzell, President
/s/ Myrle Greathouse
Myrle Greathouse
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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 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
Carl S. Cook, Jr. U.S.A. Director Investments
1950 River Oaks Circle 1950 River Oaks Circle
Abilene, Texas 79605 Abilene, Texas 79605
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