-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BDNRFKV+GJRg5ScY2FL3+AX/fHiwLNrzfHeBO1p0PD83h7yNu7eD3vhSKNWNdnUw R9xIAZh5gR+v2c60Wib8tQ== 0000750561-99-000024.txt : 19991224 0000750561-99-000024.hdr.sgml : 19991224 ACCESSION NUMBER: 0000750561-99-000024 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991223 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PARALLEL PETROLEUM CORP /DE/ CENTRAL INDEX KEY: 0000750561 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 751971716 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-39822 FILM NUMBER: 99779803 BUSINESS ADDRESS: STREET 1: 110 N MARIENFELO STREET 2: SUITE 465 CITY: MIDLAND STATE: TX ZIP: 79701 BUSINESS PHONE: 9156843727 MAIL ADDRESS: STREET 1: 110 N MARIENFELO STREET 2: SUITE 465 CITY: MIDLAND STATE: TX ZIP: 79701 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DODGE JONES FOUNDATION CENTRAL INDEX KEY: 0001041853 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 756006386 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 400 PINE STREET 2: SUITE 900 CITY: ABILENE STATE: TX ZIP: 79601 BUSINESS PHONE: 9156732028 MAIL ADDRESS: STREET 1: 400 PINE SUITE 900 CITY: ABILENE STATE: TX ZIP: 79601 SC 13D/A 1 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) Joseph E. Canon Dodge Jones Foundation 400 Pine, Suite 900 Abilene, Texas 79601 (915) 673-4052 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 22, 1999 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box _____. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting persons's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following pages) 2 USIP No. 699157103 13D Page 2 of 14 Pages 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Julia Jones Matthews 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)____ (b)____ 3. SEC USE ONLY 4. SOURCE OF FUNDS (See Instructions) W C 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ____ 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S. 7. SOLE VOTING POWER NUMBER OF 571,428 SHARES BENEFICALLY 8. SHARED VOTING POWER OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING 571,428 PERSON 10. SHARED DISPOSITIVE POWER WITH 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 571,428 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ___X__ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.79% 14. TYPE OF REPORTING PERSON (See Instructions) I N 3 CUSIP No. 699157103 13D Page 3 of 14 Pages 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Dodge Jones Foundation 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)____ (b)____ 3. SEC USE ONLY 4. SOURCE OF FUNDS (See Instructions) W C 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ____ 6. CITIZENSHIP OR PLACE OF ORGANIZATION Texas NUMBER OF SHARES 7. SOLE VOTING POWER: BENEFICIALLY OWNED BY 8. SHARED VOTING POWER EACH 1,371,482 REPORTING 9. SOLE DISPOSITIVE POWER: PERSON WITH 10. SHARED DISPOSITIVE POWER 1,371,482 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,371,482 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) __x__ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.44% 14. TYPE OF REPORTING PERSON (See Instructions) C O 4 Item 1. Security and Issuer The class of securities to which this Schedule 13D (this "Statement") relates is the common stock, par value $.01 per share (the "Common Stock"), of Parallel Petroleum Corporation, a Delaware corporation ("Parallel"), whose address is One Marienfeld Place, Suite 465, Midland, Texas 79701. Item 2. Identity and Background This Statement is being filed by (1) the Dodge Jones Foundation, a Texas corporation and (2) Julia Jones Matthews ("Matthews"), an individual (individually, a "Reporting Person", and collectively, the "Reporting Persons"). The principal executive offices of the Dodge Jones Foundation and Matthews are located at 400 Pine, Suite 900, Abilene, Texas 79601. Matthews is the President and a Director of the Dodge Jones Foundation. The Dodge Jones Foundation was organized under the laws of Texas on December 22, 1954 and is a tax-exempt entity under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. The Dodge Jones Foundation is engaged in the business of making charitable grants for general benevolent and philanthropic purposes. Matthews is also the trustee and sole beneficiary of the Julia Jones Mathews Family Trust (the "Trust"). The Trust is a revocable grantor trust. The name, business address and principal occupation and address of employment of each executive officer, director and controlling person of the Dodge Jones Foundation, including Matthews, is set forth in Exhibit A attached hereto and made a part hereof for all purposes. 5 Neither the Dodge Jones Foundation, Matthews nor, to their knowledge, any of the executive officers, directors or controlling persons of the Dodge Jones Foundation has, during the last five years, been convicted in any criminal proceeding, excluding traffic violations or similar misdemeanors. Neither the Dodge Jones Foundation, Matthews nor, to their knowledge, any executive officer, director or controlling person of the Dodge Jones Foundation has, during the past five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which the Dodge Jones Foundation or Matthews or any such other person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration On November 22, 1999, Parallel closed a private placement of 2,000,000 shares of Common Stock. The stock was sold to a total of twenty-two accredited investors and eight unaccredited investors. Of the 2,000,000 shares of Common Stock sold by Parallel, 200,000 shares were purchased by the Trust for cash at a price of $1.60 per share. All investors purchased the Common Stock on the same terms. The Trust's purchase was made with available working capital. Item 4. Purpose of Transaction The shares of Common Stock were acquired by the Trust to increase its equity interest in Parallel, which the Trust believes to be an attractive long-term investment. 6 The Dodge Jones Foundation, the Trust or Matthews, or any of them, may in the future acquire or dispose of additional shares of Common Stock for their respective accounts, either through open market or privately negotiated transactions. Any such future decision will be made in light of the then current financial condition and prospects of Parallel, the market price of the Common Stock, general economic conditions, the securities market in general, other investment opportunities, fiduciary considerations, the financial condition of each Reporting Person, the Trust and other relevant factors. The Reporting Persons do not have any plans or proposals at the present time which relate to or would result in: (a) An extraordinary corporate transaction, such as a merger, reorganization or liquidation involving Parallel; (b) A sale or transfer of a material amount of Parallel's assets; (c) Any change in the present board of directors or management of Parallel, including any plans or proposals to change the number or term of Parallel's directors; (d) Any material change in Parallel's present capitalization or dividend policy; (e) Any other material change in Parallel's business or corporate structure; (f) Changes in Parallel's charter or bylaws or other actions which may impede the acquisition of control of Parallel by any person; (g) Causing a class of Parallel's securities to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; 7 (h) A class of Parallel's equity securities becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (i) Any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer Parallel presently has issued and outstanding a total of 20,331,858 shares of Common Stock. The Dodge Jones Foundation holds directly and is the beneficial owner of 1,371,428 shares of Common Stock, which includes: (i) 971,428 shares that may be acquired upon conversion of 340,000 shares of 6% Convertible Preferred Stock (the "Preferred Stock") and (ii) 400,000 shares of Common Stock owned directly by the Dodge Jones Foundation. The 1,371,428 shares of Common Stock beneficially owned by the Dodge Jones Foundation represents approximately 6.44% of Parallel's issued and outstanding Common Stock. The Dodge Jones Foundation has shared voting and investment powers with respect to such shares of Common Stock. Matthews, in her capacity as trustee and beneficiary of the Trust, is the beneficial owner of (i) 400,000 shares of Common Stock owned directly by the Trust and (ii) 171,428 shares of Common Stock that may be acquired by the Trust upon conversion of 60,000 shares of Preferred Stock held directly by the Trust. Matthews has sole voting and investment powers with respect to the Common Stock held and beneficially owned by the Trust. By virtue of her position as the President and a Director of the Dodge Jones Foundation, Matthews may also be deemed to be the beneficial owner of (i) the 971,428 shares of Common Stock that may be acquired by the Dodge Jones Foundation upon conversion of the Preferred Stock held directly by it, and (ii) the 400,000 shares of Common Stock that are owned directly by the Dodge Jones Foundation. 8 Including the 1,371,428 shares of Common Stock beneficially owned by the Dodge Jones Foundation, Matthews may be deemed to be the beneficial owner of a total of 1,942,856 shares of Common Stock, which represents approximately 9.05% of Parallel's issued and outstanding Common Stock. However, Matthews disclaims beneficial ownership of all shares of Common Stock beneficially owned by the Dodge Jones Foundation. The fact that Matthews has included securities owned by the Dodge Jones Foundation in this Statement shall not be deemed an admission that Matthews is the beneficial owner of any such securities. Excluding the 1,371,428 shares of Common Stock beneficially owned by the Dodge Jones Foundation and as to which Matthews disclaims beneficial ownership, Matthews has beneficial ownership of 571,428 shares of Common Stock, or approximately 2.79% of Parallel's issued and outstanding Common Stock. Matthews has sole voting and investment powers with respect to 571,428 shares of Common Stock held in the name of the Trust, and may be deemed to have shared voting and investment powers with respect to the 1,371,428 shares of Common Stock beneficially owned by the Dodge Jones Foundation. Although the number of shares of Common Stock beneficially owned by the Reporting Persons does not constitute a majority of the outstanding shares of Common Stock, the Reporting Persons may nonetheless beneficially own a sufficient number of shares of Common Stock to influence control of Parallel. To the best knowledge of the Dodge Jones Foundation and Matthews, no executive officer or director of the Dodge Jones Foundation and no associate of the Dodge Jones Foundation or Matthews owns or has a right to acquire, directly or indirectly, any shares of Common Stock, except that Joseph E. Canon, the Executive Director of the Dodge Jones Foundation, has direct beneficial ownership of 42,300 shares of Common Stock. Of the 42,300 shares of Common Stock owned by Joseph E. Canon, 20,000 shares were purchased by him in Parallel's private placement described under Item 3. Except as described in this Statement, no transactions in the Common Stock were effected during the past 60 days by the Dodge Jones Foundation, the Trust or Matthews or, to the best knowledge of 9 the Dodge Jones Foundation and Matthews, by any executive officer, director or affiliated person of the Dodge Jones Foundation or Matthews, or by any subsidiary of the Dodge Jones Foundation or by any executive officer, director or affiliated person of any such subsidiary. No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer As described in Item 5 above, the Trust and the Dodge Jones Foundation collectively own an aggregate of 400,000 shares of the Company's outstanding Preferred Stock. All holders of the Preferred Stock are entitled to dividends at the rate of $.60 per share per annum and are payable semi-annually on June 15 and December 15 of each year. Each share of Preferred Stock may be converted, at the option of the holder, into 2.8571 shares of Common Stock at an initial conversion price of $3.50 per share, subject to normal anti-dilution adjustments. The Preferred Stock may be redeemed at the Company's option, in whole or part, for $10.00 per share plus accrued dividends. The Preferred Stock does not have any voting rights, except as required by applicable law and except that as long as any shares of Preferred Stock remain outstanding, the holders of a majority of the outstanding shares of the Preferred Stock may vote on any proposal to change any provision of the Preferred Stock which materially and adversely affects the rights, preferences or privileges of the Preferred Stock. The Preferred Stock is senior to the Common Stock with respect to dividends and on liquidation, dissolution or winding up of the Company. The Preferred Stock has a liquidation preference of $10.00 per share, plus accrued and unpaid dividends. 10 Item 7. Material to be Filed as Exhibits Exhibit A Name, residence address and present principal occupation and address of employment of each executive officer, director and controlling person of the Dodge Jones Foundation. Exhibit B Joint Filing Agreement 11 Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. DODGE JONES FOUNDATION By: /s/ Joseph Edwin Canon ----------------------- Joseph Edwin Canon, Executive Director 12 Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. /s/ Julia Jones Matthews -------------------- Julia Jones Matthews 13 EXHIBIT A The table below sets forth the name, residence address and present principal occupation and address of employment of the executive officers, directors and controlling persons of the Dodge Jones Foundation. Present Position Name and with Dodge Jones Present Principal Occupation and Business Address Citizenship Foundation Address of Employment - --------------- ---------- ---------------- -------------------------------- Julia Jones Matthews U.S. President and Director Investments and Philanthropic 400 Pine, Suite 900 Activities Abilene, Texas 79601 400 Pine, Suite 900 Abilene, Texas 79601 Joseph E. Canon U.S. Executive Director Executive Director of Dodge 400 Pine, Suite 900 Jones Foundation Abilene, Texas 79601 400 Pine, Suite 900 Abilene, Texas 79601 Melvin W. Holt U.S. Director and Vice Office Manager 400 Pine, Suite 900 President Dodge Jones Foundation Abilene, Texas 79601 400 Pine, Suite 900 Abilene, Texas 79601 Lawrence E. Gill U.S. Director and Vice Grants Administrator 400 Pine, Suite 900 President Dodge Jones Foundation Abilene, Texas 79601 400 Pine, Suite 900 Abilene, Texas 79601 John A. Matthews, Jr. U.S. Director Investor/Rancher 2030-A Loop 306 2030-A Loop 306 San Angelo, Texas 76904 San Angelo, Texas 76904 Kade L. Matthews U.S. Director Investor/Rancher P.O. Box 1170 P.O. Box 1170 Clarendon, Texas 79226 Clarendon, Texas 79226
14 EXHIBIT B Joint Filing Agreement In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.01 per share, of Parallel Petroleum Corporation and that this Joint Filing Agreement be included as an Exhibit to such joint filing. This Joint Filing Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement this 16th day of December, 1999. Dodge Jones Foundation By: /s/ Joseph E. Canon ----------------------------------- Joseph E. Canon, Executive Director /s/ Julia Jones Matthews ------------------------------------ Julia Jones Matthews, individually -----END PRIVACY-ENHANCED MESSAGE-----