Wes Tex Drilling Co – ‘SC 13D/A’ on 4/22/99 re: Wes Tex Drilling Co

As of:  Thursday, 4/22/99   ·   Accession #:  750561-99-6   ·   File #:  5-54647

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial          13     42K 
                          Ownership                                              

Document Table of Contents

SC 13D/A
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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:                                                                        

                                                        [Enlarge/Download Table]

Name and Residence                   Present Position        Present Principal Occupation and       
Address                 Citizenship  with Wes-Tex            Address of Employment                  
------------------      ----------   ----------------        ---------------------------------      
                                                                                                    

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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