SEC Info - Dodge Jones Foundation - SC 13D - Dodge Jones Foundation

SEC Info

Home

My Interests

Help

Please Sign In

Dodge Jones Foundation · SC 13D · Dodge Jones Foundation · On 4/1/99

Filed On 4/1/99 · SEC File 5-56055 · Accession Number 1041853-99-3

  As Of               Filer                 Filing     On/For/As Docs:Pgs              Issuer

 4/01/99  Dodge Jones Foundation            SC 13D                 1:14   Dodge Jones Foundation

General Statement of Beneficial Ownership · Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership             14     43K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Identity and Background Interest in Securities of the Issuer Material to be Filed as Exhibits Purpose of Transaction Security and Issuer Source and Amount of Funds or Other Consideration
1	1st Page
4	Item 1. Security and Issuer
"	Item 2. Identity and Background
5	Item 3. Source and Amount of Funds or Other Consideration
7	Item 4. Purpose of Transaction
9	Item 5. Interest in Securities of the Issuer
11	Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
"	Item 7. Material to be Filed as Exhibits

SC 13D 1st Page of 14 TOC Top Previous Next Bottom Just 1st

SECURITIES AND EXCHANGE COMMISSION              
Washington, D.C. 20549                

Schedule 13D                

Under the Securities Exchange Act of 1934                 
(Amendment No. ____)*                 

Parallel Petroleum Corporation                
(Name of Issuer)                

Common Stock, $.01 Par Value                

(Title of Class of Securities)                

699157103                 

(CUSIP Number)                

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)                

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(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)              

SC 13D 2nd Page of 14 TOC 1st Previous Next Bottom Just 2nd

CUSIP No. 699157103                                                             
13D               

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)  x
                     ---

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.                                                        

NUMBER OF         7.  SOLE VOTING POWER                                 
SHARES                    371,428                                     
BENEFICIALLY                                                              
OWNED BY         8.  SHARED VOTING POWER                              
EACH                                                                
REPORTING         9.  SOLE DISPOSITIVE POWER                            
PERSON                    371,428                                     
WITH                                                                
10. SHARED DISPOSITIVE POWER        

11.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                 

371,428           

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)                           
2.00%             

14.TYPE OF REPORTING PERSON (See Instructions)                                  
I N               

SC 13D 3rd Page of 14 TOC 1st Previous Next Bottom Just 3rd

CUSIP No. 699157103                                                             
13D               

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)  x
                                                             ---

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         7.  SOLE VOTING POWER                                 
SHARES                                                                
BENEFICIALLY       8.  SHARED VOTING POWER                                
OWNED BY                                                              
EACH                     1,371,482                                  
REPORTING                                                               
PERSON            9.  SOLE DISPOSITIVE POWER                          
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)                           

7.10%             

14.TYPE OF REPORTING PERSON (See Instructions)                                  

C O               

SC 13D 4th Page of 14 TOC 1st Previous Next Bottom Just 4th

Item 1.  Security  and  Issuer                                                  

The class of securities to which this Schedule 13D (this              
"Schedule") 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 Schedule 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.              

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 the President and a Director of the Dodge Jones           
Foundation.                                                                     

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.              

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.                                                           

SC 13D 5th Page of 14 TOC 1st Previous Next Bottom Just 5th

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 April 8, 1998, Parallel privately placed a total of 600,000        
shares of $.60 Cumulative Convertible Preferred Stock (the "Old                 
Preferred Stock") to a total of eight accredited investors, including the       
Dodge Jones Foundation and the Julia Jones Matthews Family Trust                
(the "Trust").  The Trust is a revocable grantor trust in which Matthews        
is the sole trustee and sole beneficiary.                                       

Of the 600,000 shares of Old Preferred Stock sold by Parallel,        
170,000 shares were purchased by the Dodge Jones Foundation and                 
30,000 shares were purchased by the Trust.                                      

All of the shares of Old Preferred Stock were purchased for cash at   
a price of $10.00 per share.  The purchases were made with available            
working capital.  All of the accredited investors purchased the Old             
Preferred Stock on the same terms.                                              

On October 16, 1998, all of the holders of the Old Preferred Stock    
(including the Dodge Jones Foundation and the Trust) 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, the Dodge Jones         
Foundation was the record holder of 170,000 shares of New Preferred             
Stock and the Trust was the record holder of 30,000 shares of New               

SC 13D 6th Page of 14 TOC 1st Previous Next Bottom Just 6th

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, 170,000 shares were                 
purchased by the Dodge Jones Foundation and 30,000 shares were                  
purchased by the Trust.  Such purchases were made for cash from                 
available working capital at a price of $10.00 per share.                       

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          
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.                                                                      

SC 13D 7th Page of 14 TOC 1st Previous Next Bottom Just 7th

The New Preferred Stock held by the Dodge Jones Foundation is         
convertible into 971,428 shares of Common Stock.  The Dodge Jones               
Foundation is also the holder of 400,000 shares of Parallel's Common            
Stock which were acquired prior to 1998 in the open market at an                
average price of $2.90 per share.                                               

The New Preferred Stock held by the Trust is convertible into         
171,428 shares of Common Stock.  The Trust is also the holder and               
direct beneficial owner of 200,000 shares of Parallel's Common Stock            
which were acquired in or prior to January, 1998 in open market                 
transactions at prices ranging from $7.00 and below per share, or an            
average price of $3.73 per share.                                               

Item 4.  Purpose of Transaction                                                 

Parallel consummated the sale of the Old Preferred Stock and the      
New Preferred Stock for the purpose of using the proceeds from such             
sales to reduce outstanding bank debt.  The net proceeds from the sale          
of the Old Preferred Stock, approximately $5,941,000, were used by              
Parallel to reduce its outstanding bank debt.  The net proceeds from the        
sale of the New Preferred Stock, approximately $3,734,000, were also            
used by Parallel to reduce its outstanding bank debt.                           

The shares of Common Stock and New Preferred Stock were               
acquired by each Reporting Person to increase their respective equity           
interests in Parallel, which the Reporting Persons believe to be an             
attractive investment.                                                          

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               

SC 13D 8th Page of 14 TOC 1st Previous Next Bottom Just 8th

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 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                   

SC 13D 9th Page of 14 TOC 1st Previous Next Bottom Just 9th

(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              
18,331,858 shares of Common Stock.                                              

The Dodge Jones Foundation is the holder and 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 New                   
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 7.10% 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 is the beneficial owner of (i) 200,000 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 New Preferred Stock held directly 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 New Preferred Stock               
held directly by it, and (ii) the 400,000 shares of Common Stock that are       
owned directly by the Dodge Jones Foundation.  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 1,742,846 shares of Common Stock, which represents                
approximately 8.95% 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.               
Excluding the 1,371,428 shares of Common Stock beneficially owned by            

SC 13D 10th Page of 14 TOC 1st Previous Next Bottom Just 10th

the Dodge Jones Foundation and as to which Matthews disclaims                   
beneficial ownership, Matthews has beneficial ownership of 371,428              
shares of Common Stock, or approximately 2.00% of Parallel's issued             
and outstanding Common Stock.  Matthews has sole voting and                     
investment powers with respect to 371,428 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 22,300 shares of Common Stock.                                               

No transactions in the Common Stock were effected during the          
past 60 days by the Dodge Jones Foundation or Matthews or, to the best          
knowledge of 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.                                                                 

SC 13D 11th Page of 14 TOC 1st Previous Next Bottom Just 11th

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
the Dodge Jones Foundation.               

SC 13D 12th Page of 14 TOC 1st Previous Next Bottom Just 12th

Signature               

After reasonable inquiry and to the best of my knowledge and          
belief, I certify that the information set forth in this Schedule is true,      
complete and correct.                                                           

            DODGE JONES FOUNDATION

                 By:  /s/ Joseph Edwin Canon
                        ------------------------
                   Joseph Edwin Canon,
                      Executive Director

SC 13D 13th Page of 14 TOC 1st Previous Next Bottom Just 13th

Signature               

After reasonable inquiry and to the best of my knowledge and          
belief, I certify that the information set forth in this Schedule is true,      
complete and correct.                                                           

                        /s/ Julia Jones Matthews
                        ------------------------
                    Julia Jones Matthews

SC 13D Last Page of 14 TOC 1st Previous Next Bottom Just 14th

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.                

                                                        · Enlarge/Download Table
                                     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.      Vice President          Office Manager                  
400 Pine, Suite 900                                          Dodge Jones Foundation          
Abilene, Texas 79601                                         400 Pine, Suite 900             
                                                             Abilene, Texas  79601           

Lawrence E. Gill           U.S.      Vice President          Grant Administrator             
400 Pine, Suite 900                                          Dodge Jones Foundation          
Abilene, Texas 79601                                         400 Pine, Suite 900             
                                                             Abilene, Texas  79601           
John A. Matthews, Jr.                                                                        
2030-A Loop 306            U.S.      Director                Investor/Rancher                
San Angelo, Texas 76904                                      2030-A Loop 306                 
                                                             San Angelo, Texas 76904         

Julia Matthews Wilkinson   U.S.      Director                Investor                        
305 Camp Craft Rd.,                                          305 Camp Craft Rd., Ste. 150    
Suite 150                                                    Austin, Texas  78746            
Austin, Texas 78746

SC 13D	1st Page of 14	TOC	Top	Previous	Next	Bottom	Just 1st

SC 13D	2nd Page of 14	TOC	1st	Previous	Next	Bottom	Just 2nd

SC 13D	3rd Page of 14	TOC	1st	Previous	Next	Bottom	Just 3rd

SC 13D	4th Page of 14	TOC	1st	Previous	Next	Bottom	Just 4th

SC 13D	5th Page of 14	TOC	1st	Previous	Next	Bottom	Just 5th

SC 13D	6th Page of 14	TOC	1st	Previous	Next	Bottom	Just 6th

SC 13D	7th Page of 14	TOC	1st	Previous	Next	Bottom	Just 7th

SC 13D	8th Page of 14	TOC	1st	Previous	Next	Bottom	Just 8th

SC 13D	9th Page of 14	TOC	1st	Previous	Next	Bottom	Just 9th

SC 13D	10th Page of 14	TOC	1st	Previous	Next	Bottom	Just 10th

SC 13D	11th Page of 14	TOC	1st	Previous	Next	Bottom	Just 11th

SC 13D	12th Page of 14	TOC	1st	Previous	Next	Bottom	Just 12th

SC 13D	13th Page of 14	TOC	1st	Previous	Next	Bottom	Just 13th

SC 13D	Last Page of 14	TOC	1st	Previous	Next	Bottom	Just 14th

Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This SC 13D Filing	Date	First	Last	Other Filings

	4/8/98	5
	10/16/98	5
	10/30/98	6
	12/15/98	6
	2/22/99	1
Filed On / Filed As Of	4/1/99
	4/21/99	6
	10/20/99	6

Top				List All Filings

Filing Submission - Alternative Formats (Word / Rich Text, HTML, Plain Text, SGML, XML, et al.)

Dodge Jones Foundation · SC 13D · Dodge Jones Foundation · On 4/1/99

Filed On 4/1/99 · SEC File 5-56055 · Accession Number 1041853-99-3

General Statement of Beneficial Ownership · Schedule 13DFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

General Statement of Beneficial Ownership · Schedule 13D
Filing Table of Contents