UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 4, 2005
PARALLEL PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-13305 75-1971716
(Commission file number ) (IRS employer identification number)
1004 N. Big Spring, Suite 400, Midland, Texas 79701
(Address of principal executive offices) (Zip code)
(432) 684-3727
(Registrant's telephone number including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
On May 4, 2005 Parallel Petroleum Corporation mailed notice that it
will redeem all 950,000 outstanding shares of its 6% Convertible Preferred Stock
(the "Preferred Stock") on June 6, 2005 (the "Redemption Date"), at a price of
$10.00 per share, plus cash in an amount equal to all accumulated and unpaid
dividends on the Preferred Stock up to the Redemption Date. In lieu of
redemption, holders of the shares of Preferred Stock can convert all or any
portion of their shares prior to 5:00 p.m., Midland Texas time, on or before the
Redemption Date into approximately 2.8571 shares of common stock of Parallel
Petroleum Corporation for each share of Preferred Stock converted, plus cash for
any fractional share and for all accumulated and unpaid dividends up to the
Redemption Date. For further information concerning the redemption, see the
press release filed as an exhibit to this report.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
99.1 Press Release dated May 3, 2005, issued by Parallel
Petroleum Corporation
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PARALLEL PETROLEUM CORPORATION
By: /s/ Larry C. Oldham
-------------------------
Larry C. Oldham, Chief Executive
Officer and President
Dated: May 4, 2005
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EXHIBIT INDEX
Exhibit No. Description
----------- -------------------------------------
99.1 Press Release, dated May 3,
2005, issued by Parallel
Petroleum Corporation
Exhibit 99.1
PRESS RELEASE
Parallel Petroleum Corporation
1004 N. Big Spring Street, Suite 400 Contact: Cindy Thomason
Midland, TX 79701 (432) 684-3727 Manager of Investor Relations
http://www.plll.com cindyt@plll.com
PARALLEL PETROLEUM ANNOUNCES
REDEMPTION OF 6% CONVERTIBLE PREFERRED STOCK
MIDLAND, Texas, (BUSINESS WIRE), May 3, 2005 - Parallel Petroleum Corporation
(NASDAQ: PLLL) announced today that it will give notice on or about May 4, 2005
that it will redeem for cash on June 6, 2005 (the "Redemption Date"), 950,000
shares of its privately held 6% Convertible Preferred Stock representing all of
the outstanding shares of Preferred Stock. The redemption price is $10.00 per
share, together with accumulated and unpaid dividends up to the Redemption Date.
In lieu of redemption, at any time prior to 5:00 p.m., Midland Texas time, on
the Redemption Date, holders of the Preferred Stock may convert all or any
portion of their shares of Preferred Stock into shares of Parallel common stock.
The holders electing to convert all or any portion of their Preferred Stock will
receive approximately 2.8571 shares of common stock of Parallel for each share
of Preferred Stock, together with the cash payable with respect to fractional
shares and accumulated and unpaid dividends up to the Redemption Date. Dividends
on the Preferred Stock will cease to accrue, and the Preferred Stock will no
longer be deemed outstanding from and after the Redemption Date. All rights of
the holders of the Preferred Stock, except the right to receive the redemption
price, will cease on and after the Redemption Date. Payment of the redemption
price will be made on or after the Redemption Date, and will be made only upon
surrender of a holder's certificates representing shares of the Preferred stock
to Parallel.
Additional information concerning the terms of the redemption and copies of the
related documents may be obtained from Parallel at (432) 684-3727.
This press release does not constitute a redemption notice for the 6%
Convertible Preferred Stock, which is made solely by the Notice of Redemption.
The Company
Parallel Petroleum is an independent energy company headquartered in Midland,
Texas, primarily engaged in the acquisition, development, exploration and
production of oil and gas using enhanced oil recovery techniques and 3-D seismic
technology. Additional information on Parallel Petroleum Corporation is
available at www.plll.com.
Forward-Looking Statements
The foregoing statements regarding Parallel's intentions with respect to the
contemplated redemption and other transactions described above are
forward-looking statements under the Private Securities Litigation Reform Act of
1995, and actual results could vary materially from the statements made.
Parallel's ability to complete the redemption and other transactions described
above successfully is subject to various risks, many of which are outside of its
control, including prevailing conditions in the capital markets and other risks
and uncertainties as detailed from time to time in the reports filed by Parallel
with the Securities and Exchange Commission.