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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): August 17, 2004
PARALLEL PETROLEUM CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 0-13305 75-1971716
(State or other jurisdiction (Commission File (IRS Employer
of Incorporation or organization) Number) Identification No.)
1004 N. Big Spring, Suite 400, Midland, Texas 79701
Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (432) 684-3727
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Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release dated August 17, 2004 announcing
exercise of preferential right to purchase.
Item 9. Regulation FD Disclosure
Parallel Petroleum Corporation wishes to disclose its press release,
dated August 17, 2004, relating to the exercise by its subsidiary, Parallel,
L.P., of a preferential right to purchase additional interests in the Fullerton
Field, Andrews County, Texas.
In accordance with General Instruction B.2 of Form 8-K, the information
included in Exhibit 99.1 hereto is being furnished under this Item 9 and shall
not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, shall not be subject to the liabilities of that section and shall not
be deemed incorporated by reference in any filing under the Securities Act of
1933 or the Securities Act of 1934, except as shall be expressly set forth by
specific reference in such a filing.
-2-
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
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Larry C. Oldham, President
and Chief Executive Officer
Dated: August 17, 2004
-3-
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release dated August 17, 2004 announcing
exercise of preferential right to purchase.
-4-
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
EXERCISE OF PREFERENTIAL RIGHT ON FULLERTON PROPERTY
MIDLAND, Texas, (BUSINESS WIRE), August 17, 2004 - Parallel Petroleum
Corporation (NASDAQ: PLLL) today announced that its subsidiary, Parallel, L. P.,
has exercised a preferential right to purchase an additional 21.375% working and
21.375% net revenue interest (unleased mineral interest) associated with one of
its principal assets, the Fullerton field, located in Andrews County, Texas.
Parallel originally acquired the Fullerton assets in December 2002 for $46.1
million.
The preferential right to purchase will be subject to a purchase and sale
agreement between Parallel, L.P. and Chevron U.S.A. Inc. Under terms of the
preferential purchase right, the closing, which is subject to customary closing
conditions, is anticipated to be completed in September 2004. However, there is
no assurance that the transaction will be completed. The purchase price will be
approximately $12.0 million (excluding customary purchase price adjustments),
and the effective date of the acquisition will be January 1, 2004.
Parallel intends to finance the acquisition using a portion of its existing
credit facility provided by First American Bank SSB, BNP Paribas, and Western
National Bank.
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.
This release contains forward-looking statements subject to various risks and
uncertainties that could cause the company's future plans, objectives and
performance to differ materially from those in the forward-looking statements.
Forward-looking statements can be identified by the use of forward-looking
terminology such as "may," "will," "expect," "intend," "subject to,"
"anticipate," "estimate," "continue," "present value," "future," "reserves",
"appears," "prospective," or other variations thereof or comparable terminology.
Factors that could cause or contribute to such differences could include, but
are not limited to, those relating to the results of exploratory drilling
activity, the company's growth strategy, changes in oil and natural gas prices,
operating risks, availability of drilling equipment, outstanding indebtedness,
changes in interest rates, dependence on weather conditions, seasonality,
expansion and other activities of competitors, changes in federal or state
environmental laws and the administration of such laws, and the general
condition of the economy and its effect on the securities market. While we
believe our forward-looking statements are based upon reasonable assumptions,
these are factors that are difficult to predict and that are influenced by
economic and other conditions beyond our control. Investors are directed to
consider such risks and other uncertainties discussed in documents filed by the
company with the Securities and Exchange Commission.
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