-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ARJODAYadIZXuej83wlbcMdEXeyj0EqLWfKrjQuurpH67MO3wPZGian8LECyoo91 a2ECK7LaVqrM/xakUbM9ZQ== 0000950134-05-019492.txt : 20051021 0000950134-05-019492.hdr.sgml : 20051021 20051021122051 ACCESSION NUMBER: 0000950134-05-019492 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20051021 DATE AS OF CHANGE: 20051021 GROUP MEMBERS: G STACY SMITH GROUP MEMBERS: PATRICK P WALKER GROUP MEMBERS: REID S WALKER GROUP MEMBERS: WALKER SMITH CAPITAL (QP) LP GROUP MEMBERS: WALKER SMITH CAPITAL LP GROUP MEMBERS: WALKER SMITH INTERNATIONAL FUND LTD GROUP MEMBERS: WS CAPITAL MANAGEMENT LP GROUP MEMBERS: WS OPPORTUNITY FUND (QP) LP GROUP MEMBERS: WS OPPORTUNITY FUND INTERNATIONAL LTD GROUP MEMBERS: WS OPPORTUNITY FUND LP GROUP MEMBERS: WS VENTURES MANAGEMENT LP GROUP MEMBERS: WSV MANAGEMENT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PARALLEL PETROLEUM CORP CENTRAL INDEX KEY: 0000750561 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 751971716 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-39822 FILM NUMBER: 051148981 BUSINESS ADDRESS: STREET 1: 1004 N. BIG SPRING STREET 2: SUITE 400 CITY: MIDLAND STATE: TX ZIP: 79701 BUSINESS PHONE: 9156843727 MAIL ADDRESS: STREET 1: 1004 N. BIG SPRING STREET 2: SUITE 400 CITY: MIDLAND STATE: TX ZIP: 79701 FORMER COMPANY: FORMER CONFORMED NAME: PARALLEL PETROLEUM CORP PLLL DATE OF NAME CHANGE: 20040408 FORMER COMPANY: FORMER CONFORMED NAME: PARALLEL PETROLEUM CORP /DE/ DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WS CAPITAL LLC CENTRAL INDEX KEY: 0001123407 IRS NUMBER: 752681594 STATE OF INCORPORATION: TX FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 300 CRESCENT COURT, SUITE 1111 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2147566055 MAIL ADDRESS: STREET 1: 300 CRESCENT COURT, SUITE 1111 CITY: DALLAS STATE: TX ZIP: 75201 SC 13G 1 d29514sc13g.htm SCHEDULE 13G sc13g
 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

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

PARALLEL PETROLEUM CORP.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

699157103

(CUSIP Number)

October 13, 2005

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

        o Rule 13d-1 (b)

        þ Rule 13d-1 (c)

        o Rule 13d-1 (d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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 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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Mark S. Solomon, Esq.
Andrews Kurth LLP
1717 Main Street, Suite 3700
Dallas, Texas 75201
(214) 659-4400

 

 

             
13G
CUSIP No. 699157103 Page 2 of 23
  1. Name of Reporting Person:
WS Capital, L.L.C.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group*:
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
1,504,006
6. Shared Voting Power:
0
7. Sole Dispositive Power:
1,504,006
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,504,006
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares*:
o
  11.Percent of Class Represented by Amount in Row (9):
4.4%*
  12.Type of Reporting Person*:
HC/OO

 

*   Based on 34,025,168 shares issued and outstanding on August 1, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on June 30, 2005.

 

             
13G
CUSIP No. 699157103 Page 3 of 23
  1. Name of Reporting Person:
WS Capital Management, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group*:
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
1,504,006
6. Shared Voting Power:
0
7. Sole Dispositive Power:
1,504,006
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,504,006
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares*:
o
  11.Percent of Class Represented by Amount in Row (9):
4.4%*
  12.Type of Reporting Person*:
IA/PN

 

*   Based on 34,025,168 shares issued and outstanding on August 1, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on June 30, 2005.

 

             
13G
CUSIP No. 699157103 Page 4 of 23
  1. Name of Reporting Person:
Walker Smith Capital, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group*:
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
95,700
6. Shared Voting Power:
0
7. Sole Dispositive Power:
95,700
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
95,700
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares*:
o
  11.Percent of Class Represented by Amount in Row (9):
0.3%*
  12.Type of Reporting Person*:
PN

 

*   Based on 34,025,168 shares issued and outstanding on August 1, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on June 30, 2005.

 

             
13G
CUSIP No. 699157103 Page 5 of 23
  1. Name of Reporting Person:
Walker Smith Capital (Q.P.), L.P. 		I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group*:
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
582,000
6. Shared Voting Power:
0
7. Sole Dispositive Power:
582,000
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
582,000
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares*:
o
  11.Percent of Class Represented by Amount in Row (9):
1.7%*
  12.Type of Reporting Person*:
PN

 

*   Based on 34,025,168 shares issued and outstanding on August 1, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on June 30, 2005.

 

             
13G
CUSIP No. 699157103 Page 6 of 23
  1. Name of Reporting Person:
Walker Smith International Fund, Ltd. 		I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group*:
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
826,306
6. Shared Voting Power:
0
7. Sole Dispositive Power:
826,306
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
826,306
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares*:
o
  11.Percent of Class Represented by Amount in Row (9):
2.4%*
  12.Type of Reporting Person*:
CO

 

*   Based on 34,025,168 shares issued and outstanding on August 1, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on June 30, 2005.

 

             
13G
CUSIP No. 699157103 Page 7 of 23
  1. Name of Reporting Person:
WSV Management, L.L.C. 		I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group*:
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
438,400
6. Shared Voting Power:
0
7. Sole Dispositive Power:
438,400
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
438,400
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares*:
o
  11.Percent of Class Represented by Amount in Row (9):
1.3%*
  12.Type of Reporting Person*:
IA/OO

 

*   Based on 34,025,168 shares issued and outstanding on August 1, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on June 30, 2005.

 

             
13G
CUSIP No. 699157103 Page 8 of 23
  1. Name of Reporting Person:
WS Ventures Management, L.P. 		I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group*:
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
438,400
6. Shared Voting Power:
0
7. Sole Dispositive Power:
438,400
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
438,400
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares*:
o
  11.Percent of Class Represented by Amount in Row (9):
1.3%*
  12.Type of Reporting Person*:
HC/PN

 

*   Based on 34,025,168 shares issued and outstanding on August 1, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on June 30, 2005.

 

             
13G
CUSIP No. 699157103 Page 9 of 23
  1. Name of Reporting Person:
WS Opportunity Fund, L.P. 		I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group*:
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
130,900
6. Shared Voting Power:
0
7. Sole Dispositive Power:
130,900
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
130,900
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares*:
o
  11.Percent of Class Represented by Amount in Row (9):
0.4%*
  12.Type of Reporting Person*:
PN

 

*   Based on 34,025,168 shares issued and outstanding on August 1, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on June 30, 2005.

 

             
13G
CUSIP No. 699157103 Page 10 of 23
  1. Name of Reporting Person:
WS Opportunity Fund (Q.P.), L.P. 		I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group*:
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
126,800
6. Shared Voting Power:
0
7. Sole Dispositive Power:
126,800
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
126,800
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares*:
o
  11.Percent of Class Represented by Amount in Row (9):
0.4%*
  12.Type of Reporting Person*:
PN

 

*   Based on 34,025,168 shares issued and outstanding on August 1, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on June 30, 2005.

 

             
13G
CUSIP No. 699157103 Page 11 of 23
  1. Name of Reporting Person:
WS Opportunity Fund International, Ltd. 		I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group*:
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
180,700
6. Shared Voting Power:
0
7. Sole Dispositive Power:
180,700
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
180,700
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares*:
o
  11.Percent of Class Represented by Amount in Row (9):
0.5%*
  12.Type of Reporting Person*:
CO

 

*   Based on 34,025,168 shares issued and outstanding on August 1, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on June 30, 2005.

 

             
13G
CUSIP No. 699157103 Page 12 of 23
  1. Name of Reporting Person:
Reid S. Walker 		I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group*:
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
1,942,406
6. Shared Voting Power:
0
7. Sole Dispositive Power:
1,942,406
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,942,406
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares*:
o
  11.Percent of Class Represented by Amount in Row (9):
5.7%*
  12.Type of Reporting Person*:
HC/IN

*   Based on 34,025,168 shares issued and outstanding on August 1, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on June 30, 2005.

 

             
13G
CUSIP No. 699157103 Page 13 of 23
  1. Name of Reporting Person:
G. Stacy Smith 		I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group*:
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
1,942,406
6. Shared Voting Power:
0
7. Sole Dispositive Power:
1,942,406
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,942,406
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares*:
o
  11.Percent of Class Represented by Amount in Row (9):
5.7%*
  12.Type of Reporting Person*:
HC/IN

*   Based on 34,025,168 shares issued and outstanding on August 1, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on June 30, 2005.

 

             
13G
CUSIP No. 699157103 Page 14 of 23
  1. Name of Reporting Person:
Patrick P. Walker 		I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group*:
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
438,400
6. Shared Voting Power:
0
7. Sole Dispositive Power:
438,400
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
438,400
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares*:
o
  11.Percent of Class Represented by Amount in Row (9):
1.2%*
  12.Type of Reporting Person*:
HC/IN

*   Based on 34,025,168 shares issued and outstanding on August 1, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on June 30, 2005.

 

     This Schedule 13G relates to the common stock (“Common Stock”) of Parallel Petroleum Corp. acquired by (i) WS Capital, L.L.C., a Texas limited liability company (“WS Capital”), for the account of (1) Walker Smith Capital, L.P., a Texas limited partnership (“WSC”), (2) Walker Smith Capital (Q.P.), L.P., a Texas limited partnership (“WSCQP”), and (3) Walker Smith International Fund, Ltd., a British Virgin Islands exempted company (“WS International”), and (ii) WSV Management, L.L.C., a Texas limited liability company (“WSV”), for the account of (1) WS Opportunity Fund, L.P., a Texas limited partnership (“WSO”), (2) WS Opportunity Fund (Q.P.), L.P., a Texas limited partnership (“WSOQP”), and (3) WS Opportunity Fund International, Ltd., a Cayman Islands exempted company (“WSO International”). WS Capital is the general partner of WS Capital Management, L.P., a Texas limited partnership (“WSC Management”), which is the general partner of WSC and WSCQP and the agent and attorney-in-fact for WS International. WSV is the general partner of WS Ventures Management, L.P., a Texas limited partnership (“WSVM”), which is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. Reid S. Walker and G. Stacy Smith are principals of WS Capital and WSV, and Patrick P. Walker is a principal of WSV. Each of the reporting persons hereby expressly disclaims membership in a “group” under Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations thereunder with respect to the shares of Common Stock reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.
     
Item 1(a)
  Name of Issuer:
 
    
 
  Parallel Petroleum Corp.
 
    
Item 1(b)
  Address of Issuer’s Principal Executive Offices:
 
    
 
  1004 N. Big Spring, Suite 400
 
  Midland, Texas 79701
 
    
Item 2(a)
  Names of Persons Filing:
 
    
 
  See Item 1 of each cover page.
 
    
Item 2(b)
  Address of Principal Business Offices:
 
    
 
  300 Crescent Court, Suite 1111
 
  Dallas, Texas 75201
 
    
Item 2(c)
  Citizenship:
 
    
 
  See Item 4 of each cover page.
     
Item 2(d)
  Title of Class of Securities:
 
    
 
  Common Stock, par value $0.01 per share
 
    
Item 2(e)
  CUSIP Number:
 
    
 
  699157103 
 
    
Item 3
  Status of Persons Filing:
             
 
  (a)   o   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
 
  (b)   o   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
 
  (c)   o   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
 
  (d)   o   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
 
  (e)   o   An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
  (f)   o   An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
  (g)   o   A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

 

             
 
  (h)   o   A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
  (i)   o   A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
  (j)   o   Group, in accordance with §240.13d-1(b)(1)(ii)(J).
Item 4    Ownership:
  (a)   Reid S. Walker and G. Stacy Smith are the beneficial owners of 1,942,406 shares of Common Stock, which includes (i) 1,504,006 shares beneficially owned by WS Capital and WSC Management for the accounts of WSC, WSCQP and WS International and (ii) 438,400 shares beneficially owned by WSV and WSVM for the accounts of WSO, WSOQP and WSO International.
 
      Patrick P. Walker is the beneficial owner of 438,400 shares of Common Stock beneficially owned by WSV and WSVM for the accounts of WSO, WSOQP and WSO International.
 
      WS Capital and WSC Management are the beneficial owners of 1,504,006 shares of Common Stock, which includes (i) 95,700 shares beneficially owned by WSC, (ii) 582,000 shares beneficially owned by WSCQP, and (iii) 826,306 shares beneficially owned by WS International.
 
      WSV and WSVM are the beneficial owners of 438,400 shares of Common Stock, which includes (i) 130,900 shares beneficially owned by WSO, (ii) 126,800 shares beneficially owned by WSOQP, and (iii) 180,700 shares beneficially owned by WSO International.
 
  (b)   Percent of class:
 
      See Item 11 of each cover page.
 
  (c)   Number of shares as to which each person has:
  (i)   sole power to vote or to direct the vote:
 
      See Item 5 of each cover page.
 
  (ii)   shared power to vote or to direct the vote:
 
      See Item 6 of each cover page.
 
  (iii)   sole power to dispose or to direct the disposition of:
 
      See Item 7 of each cover page.
 
  (iv)   shared power to dispose or to direct the disposition of:
 
      See Item 8 of each cover page.
Item 5    Ownership of 5% or Less of a Class:
 
    Not applicable.
 
Item 6    Ownership of More than 5% on Behalf of Another Person:
 
    Not applicable.
 
 
Item 7    Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
 
    WSC Management is an investment adviser registered with the State of Texas and, as such, has beneficial ownership of the securities held by its clients, WSC, WSCQP and WS International. WS Capital is the

 

 

    general partner of WSC Management. Reid S. Walker and G. Stacy Smith are the sole principals of WS Capital, and therefore exercise investment discretion and control with respect to the shares of Common Stock beneficially owned by WSC Management’s clients.
 
    WSV is an investment adviser registered with the State of Texas and is the general partner of WSVM and, as such, has beneficial ownership of the securities held by its clients, WSO, WSOQP and WSO International. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are the sole principals of WSV, and therefore exercise investment discretion and control with respect to the shares of Common Stock beneficially owned by WSV’s clients.
 
Item 8    Identification and Classification of Members of the Group:
 
    Not applicable.
 
Item 9     Notice of Dissolution of Group:
 
    Not applicable.
 
Item 10     Certification:
 
    By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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.
Date: October 21, 2005
         
    WS CAPITAL, L.L.C.
 
        
 
  By:   /s/ Reid S. Walker
 
       
 
      Reid S. Walker, Member
 
        
    WS CAPITAL MANAGEMENT, L.P.
 
        
 
  By:   WS Capital, L.L.C., its general partner
 
        
 
  By:   /s/ Reid S. Walker
 
       
 
      Reid S. Walker, Member
 
        
    WALKER SMITH CAPITAL, L.P.
 
        
 
  By:   WS Capital Management, L.P., its general partner
 
        
 
  By:   WS Capital, L.L.C., its general partner
 
        
 
  By:   /s/ Reid S. Walker
 
       
 
      Reid S. Walker, Member

 

 

         
    WALKER SMITH CAPITAL (Q.P.), L.P.
 
        
 
  By:   WS Capital Management, L.P., its general partner
 
        
 
  By:   WS Capital, L.L.C., its general partner
 
        
 
  By:   /s/ Reid S. Walker
 
       
 
      Reid S. Walker, Member
 
        
    WALKER SMITH INTERNATIONAL FUND, LTD.
 
        
 
  By:   WS Capital Management, L.P., its agent and attorney-in-fact
 
        
 
  By:   WS Capital, L.L.C., its general partner
 
        
 
  By:   /s/ Reid S. Walker
 
       
 
      Reid S. Walker, Member
 
        
    WSV MANAGEMENT, L.L.C.
 
        
 
  By:   /s/ Reid S. Walker
 
       
 
      Reid S. Walker, Member
 
        
    WS VENTURES MANAGEMENT, L.P.
 
        
 
  By:   WSV Management, L.L.C., its general partner
 
        
 
  By:   /s/ Reid S. Walker
 
       
 
  R   eid S. Walker, Member
 
        
    WS OPPORTUNITY FUND, L.P.
 
        
 
  By:   WS Ventures Management, L.P., its general partner
 
        
 
  By:   WSV Management, L.L.C., its general partner
 
        
 
  By:   /s/ Reid S. Walker
 
       
 
      Reid S. Walker, Member

 

 

         
    WS OPPORTUNITY FUND (Q.P.), L.P.
 
        
 
  By:   WS Ventures Management, L.P., its general partner
 
        
 
  By:   WSV Management, L.L.C., its general partner
 
        
 
  By:   /s/ Reid S. Walker
 
       
 
      Reid S. Walker, Member
 
        
    WS OPPORTUNITY FUND INTERNATIONAL, LTD.
 
        
 
  By:   WS Ventures Management, L.P., its agent and attorney-in-fact
 
        
 
  By:   WSV Management, L.L.C., its general partner
 
        
 
  By:   /s/ Reid S. Walker
 
       
 
      Reid S. Walker, Member
 
        
    /s/ Reid S. Walker
     
    REID S. WALKER
 
        
    /s/ G. Stacy Smith
     
    G. STACY SMITH
 
        
    /s/ Patrick P. Walker
     
    PATRICK P. WALKER

 

 

EXHIBITS
     
Exhibit 1
  Joint Filing Agreement, dated October 21, 2005, entered into by and among WS Capital, L.L.C., WS Capital Management, L.P., Walker Smith Capital, L.P., Walker Smith Capital (Q.P.), L.P., Walker Smith International Fund, Ltd., WSV Management, L.L.C., WS Ventures Management, L.P., WS Opportunity Fund, L.P., WS Opportunity Fund (Q.P.), L.P., WS Opportunity Fund International, Ltd., Reid S. Walker, G. Stacy Smith and Patrick P. Walker

 

EX-99.1 2 d29514exv99w1.htm JOINT FILING AGREEMENT exv99w1
 

EXHIBIT 1
JOINT FILING AGREEMENT
     In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13G (including amendments thereto) with regard to the common stock of Parallel Petroleum Corp. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of October 21, 2005.
         
    WS CAPITAL, L.L.C.
 
        
 
  By:   /s/ Reid S. Walker
 
       
 
      Reid S. Walker, Member
 
        
    WS CAPITAL MANAGEMENT, L.P.
 
        
 
  By:   WS Capital, L.L.C., its general partner
 
        
 
  By:   /s/ Reid S. Walker
 
       
 
      Reid S. Walker, Member
 
        
    WALKER SMITH CAPITAL, L.P.
 
        
 
  By:   WS Capital Management, L.P., its general partner
 
        
 
  By:   WS Capital, L.L.C., its general partner
 
        
 
  By:   /s/ Reid S. Walker
 
       
 
      Reid S. Walker, Member
 
        
    WALKER SMITH CAPITAL (Q.P.), L.P.
 
        
 
  By:   WS Capital Management, L.P., its general partner
 
        
 
  By:   WS Capital, L.L.C., its general partner
 
        
 
  By:   /s/ Reid S. Walker
 
       
 
      Reid S. Walker, Member

 

 

         
    WALKER SMITH INTERNATIONAL FUND, LTD.
 
        
 
  By:   WS Capital Management, L.P., its agent and attorney-in-fact
 
        
 
  By:   WS Capital, L.L.C., its general partner
 
        
 
  By:   /s/ Reid S. Walker
 
       
 
      Reid S. Walker, Member
 
        
    WSV MANAGEMENT, L.L.C.
 
        
 
  By:   /s/ Reid S. Walker
 
       
 
      Reid S. Walker, Member
 
        
    WS VENTURES MANAGEMENT, L.P.
 
        
 
  By:   WSV Management, L.L.C., its general partner
 
        
 
  By:   /s/ Reid S. Walker
 
       
 
      Reid S. Walker, Member
 
        
    WS OPPORTUNITY FUND, L.P.
 
        
 
  By:   WS Ventures Management, L.P., its general partner
 
        
 
  By:   WSV Management, L.L.C., its general partner
 
        
 
  By:   /s/ Reid S. Walker
 
       
 
      Reid S. Walker, Member
 
        
    WS OPPORTUNITY FUND (Q.P.), L.P.
 
        
 
  By:   WS Ventures Management, L.P., its general partner
 
        
 
  By:   WSV Management, L.L.C., its general partner
 
        
 
  By:   /s/ Reid S. Walker
 
       
 
      Reid S. Walker, Member

 

 

         
    WS OPPORTUNITY FUND INTERNATIONAL, LTD.
 
        
 
  By:   WS Ventures Management, L.P., its agent and attorney-in-fact
 
        
 
  By:   WSV Management, L.L.C., its general partner
 
        
 
  By:   /s/ Reid S. Walker
 
       
 
      Reid S. Walker, Member
 
        
    /s/ Reid S. Walker
     
    REID S. WALKER
 
        
    /s/ G. Stacy Smith
     
    G. STACY SMITH
 
        
    /s/ Patrick P. Walker
     
    PATRICK P. WALKER

 

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