UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 13, 2004
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 9.01 Financial Statements and Exhibits.
(a) Financial Statements.
As reported in our Current Report on Form 8-K dated September 27, 2004
(the "Initial Report") and filed with the Securities and Exchange Commission on
October 1, 2004, Parallel, L.P., a wholly-owned subsidiary of Parallel Petroleum
Corporation, entered into an Asset Sale Agreement with Chevron U.S.A. Inc. on
September 16, 2004. Under this Asset Sale Agreement, on September 27, 2004,
Parallel, L.P. completed the purchase of producing oil and gas properties
located in the Fullerton Field of Andrews County, Texas in the Permian Basin of
west Texas. The effective date of the acquisition was January 1, 2004. The total
purchase price, excluding adjustments, for the properties was $16,080,470. The
net purchase price, including all adjustments, was $15,245,592.
In our Initial Report, we stated that it was impractical to provide the
financial statements required by Item 9.01 of the Initial Report at the time of
filing thereof, and that such financial statements would be filed not later than
December 13, 2004.
Since filing the Initial Report, we have determined that the
acquisition does not meet the definition of a "significant subsidiary" under
Regulation S-X, and therefore financial statements for the acquisition are not
required. This Current Report on Form 8-K/A is filed to disclose that such
financial statements will not be filed.
(c) Exhibits.
Exhibit No. Description
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10.1 Asset Sale Agreement, dated September 16, 2004,
between Parallel, L.P. and Chevron U.S.A. Inc.
(Incorporated by reference to Exhibit 10.1 of
the Registrant's Form 8-K Report dated September
16, 2004 and filed with the Securities and
Exchange Commission on September 22, 2004)
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SIGNATURE
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 thereunto duly authorized.
Dated: December 13, 2004
PARALLEL PETROLEUM CORPORATION
By: /s/ Larry C. Oldham
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Larry C. Oldham, President and Chief
Executive Officer
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