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):		October 13, 2009
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)

Date of Report (Date of earliest event reported): October 23, 2009

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 12.0104. ~~Entry~~Triggering ~~into~~Events That Accelerate or Increase a ~~Material~~Direct ~~Definitive~~Financial ~~Agreement~~Obligation or an Obligation under an Off-Balance Sheet Arrangement.

OnBecause ~~October~~a “Change of Control” under the Indenture dated as of July 1331, ~~2009~~2007, between Parallel Petroleum Corporation (the “Company”) and Wells Fargo Bank, National Association, as trustee (the “Indenture”), has occurred as a result of the acquisition by PLLL Acquisition Co., a Delaware corporation (“Merger Subsidiary”), of greater than 50% of the “outstanding shares of the Company’s common stock, $0.01 par value per share (the “Shares”), ~~entered~~pursuant ~~into~~to ~~Amendment~~the ~~No.~~Offer to Purchase (the “Offer”), dated September 24, 2009, as amended (filed as Exhibit (a)(1)(A) to ~~Agreement~~the Tender Offer Statement on Schedule TO, which was filed with the Securities and ~~Plan~~Exchange Commission (the “SEC”) on September 24, 2009), each holder of ~~Merger~~the Company’s 10 1/4% Senior Notes due 2014 (the “~~Merger Amendment~~Notes”) ~~with~~has ~~PLLL~~the ~~Holdings~~right, ~~LLC~~at such holder’s option, ato ~~Delaware~~require ~~limited~~the ~~liability~~repurchase ~~company~~of all or any part of such holder’s Notes (~~“Parent”~~provided that the principal amount of such Notes to be repurchased must be $1,000 or an integral multiple thereof) at a purchase price equal to 101% of the principal amount thereof, plus accrued and ~~PLLL~~unpaid ~~Acquisition~~interest, Coif any, to the date of repurchase. In addition, athe ~~Delaware~~Company ~~corporation~~is ~~and~~obligated ato ~~wholly~~mail ~~owned~~notice ~~subsidiary~~of its offer to repurchase the Notes within thirty days following a Change of ~~Parent~~Control (the “~~Merger~~Change ~~Subsidiary~~of Control Offer”). However, ~~pursuant~~the toIndenture ~~which~~provides that the ~~parties~~ Company is not required to make a Change of Control Offer upon a Change of Control if a third party makes the ~~Merger~~Change ~~Amendment~~of ~~agreed~~Control toOffer ~~reduce~~in the ~~$5.5~~manner, ~~million~~at ~~termination~~the ~~fee~~times ~~payable~~and otherwise byin compliance with the ~~Company~~requirements toset ~~Parent~~forth in the ~~event~~Indenture. ofIn ~~certain~~accordance ~~termination~~with ~~events~~the ~~under~~terms of the Indenture and the Agreement and Plan of Merger, dated ~~as of~~ September 15, 2009 (as amended, the “Merger Agreement”), toby ~~$4.0~~and ~~million~~among PLLL ~~plus~~Holdings, ~~the~~LLC, ~~payment~~a ofDelaware ~~certain~~limited ~~expenses~~liability ~~not~~company to(“Parent”), ~~exceed~~Merger $1Subsidiary,~~000,000~~ inand the ~~aggregate. In addition~~Company, either the ~~parties~~Company toor ~~the~~an ~~Merger~~affiliate ~~Amendment~~of ~~agreed~~Parent towill ~~decrease~~make ~~the~~a ~~period~~Change inof ~~which~~Control ~~the~~Offer ~~Company~~and isrepurchase ~~required~~any toand ~~pay~~all ~~the termination~~Notes ~~fee~~that toare ~~Parent~~tendered pursuant ~~if,~~to ~~after~~such ~~the~~offer. ~~termination~~Pursuant ofto the Merger Agreement, Parent will cause the Company ~~consummates~~or asuch ~~merger,~~affiliate ~~acquisition,~~of ~~recapitalization~~Parent orto ~~similar~~maintain ~~transaction~~sufficient asfunds ~~described~~to inrepurchase ~~the~~any ~~Merger~~and ~~Agreement.~~all ~~The~~Notes ~~period~~that ~~has~~are ~~been~~tendered ~~reduced~~pursuant ~~from~~to ~~twelve~~the ~~months~~Change of Control Offer to allow the Company to ~~nine~~pay ~~months~~for any tendered Notes promptly after the expiration of the Change of Control Offer.

~~The~~Item ~~foregoing~~5.01. ~~summary~~Change ~~of the Merger Amendment and the terms set forth therein does not purport to be complete and is subject to, and qualified~~ in ~~its~~Control ~~entirety by, the full text~~ of the ~~Merger Amendment attached as Exhibit 2.1 hereto and incorporated herein by reference.~~ Registrant

On October 23, 2009, Merger Subsidiary acquired 35,244,824 Shares, constituting 84.62% of the Company’s outstanding Shares, and as a result, a change in control of the Company has occurred and the Company has become an indirect subsidiary of Parent. The Offer was commenced on September 24, 2009, pursuant to the terms of the Merger Agreement.

Parent and Merger Subsidiary estimate that the total amount of funds required (i) to purchase all outstanding Shares pursuant to the Offer and the Merger (defined below), (ii) to pay for the cash-out of all Company options required to be cashed out by the Merger Agreement, and (iii) to pay for the funding of the Change of Control Offer required to be made by the Company for the Notes is approximately $283.2 million. The funds necessary to purchase Shares pursuant to the Offer and to pay related fees and expenses have been furnished to the Merger Subsidiary in the form of capital contributions by Parent. Parent obtained such funds from the proceeds of the sale of limited liability company interests to certain equity funds managed by Apollo Management VII, L.P., an affiliate of Parent.

The Offer expired at 12:00 midnight, New York City time, on Thursday, October 22, 2009. According to Computershare Trust Company, N.A., the disbursing agent for the Offer, a total of approximately 35,244,824 Shares (including approximately 802,359 Shares subject to guaranteed delivery) were validly tendered and not withdrawn as of the expiration time, representing approximately 84.62% of the outstanding Shares.

Subsequent to the expiration of the Offer, on Thursday, October 22, 2009, and in accordance with the terms of the Merger Agreement, Merger Subsidiary commenced a subsequent offering period, which will expire on Thursday, October 29, 2009 at 5:00 p.m. New York City time for all the Shares not tendered during the offering period pursuant to the Offer. All Shares properly tendered during the

subsequent offering period will be accepted and promptly paid for, and tendering stockholders will receive the Offer price of $3.15 per Share (the “Offer Price”). Procedures for tendering Shares during the subsequent offering period are the same during the offering period of the Offer with the two exceptions: (i) Shares cannot be delivered by the guaranteed delivery procedure and (ii) pursuant to Rule 14d-7(a)(2) under the Securities Exchange Act of 1934, as amended, Shares tendered during the subsequent offering period may not be withdrawn.

Pursuant to the Merger Agreement, Merger Subsidiary will be merged with and into the Company (the “Merger”) with the Company surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger, all remaining outstanding Shares not tendered in the Offer, will be acquired for cash at the Offer Price and on the terms and conditions set forth in the Merger Agreement. The Company has been advised by Parent that the Merger is expected to occur approximately 20 calendar days following the date a formal notice of the Merger is first mailed to the Company’s stockholders.

In addition, the Merger Agreement includes provisions relating to the election of directors to the Company’s Board of Directors (the “Board”).

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 23, 2009, the Board received a letter of resignation from service on the Board from Martin B. Oring. The letter of resignation did not contain any statements describing disagreements with the Company related to its operations, policies or practices, nor did any disagreements lead to Mr. Oring’s resignation. The resignation was effective as of the Acceptance Date (as defined in the Merger Agreement), which is the date of Merger Subsidiary’s acceptance for payment, and payment for all Shares validly tendered and not withdrawn during the offering period of the Offer and pursuant to the terms of the Merger Agreement.

On October 23, 2009, in accordance with the Merger Agreement and pursuant to Article III, Section 3.2 of the Bylaws of the Company, the Board voted unanimously to increase the size of the Board to nine directors. On the same date, pursuant to Article III, Section 3.3 of the Bylaws of the Company, the Board voted unanimously to fill the newly created directorships and the vacancy created by the resignation of Mr. Oring by appointing Andrew Africk, Robert Falk, Sam Oh, Aaron Stone and Jordan Zaken as directors, each of whom are appointees of Parent. The increase in the size of the Board and the appointment of the foregoing directors were effective on the Acceptance Date. Information about the directors designated for appointment by Parent has been previously disclosed in the Supplement to Information Statement contained in Amendment No. 2 to the solicitation/recommendation statement on Schedule 14D-9, which amendment was filed by the Company with the SEC on October 13, 2009 and is incorporated herein by reference.

Parent has advised the Company that none of the directors designated for appointment by Parent is currently a director of, or holds any position with, the Company or any of its subsidiaries. Parent has advised the Company that none of its designees or any of their immediate family members (i) has a familial relationship with any directors, other nominees or executive officers of the Company or any of its subsidiaries, or (ii) has been involved in any transactions with the Company or any of its subsidiaries, in each case, that are required to be disclosed pursuant to the rules and regulations of the SEC, except as may be disclosed in the Company’s recommendation/solicitation statement on Schedule 14D-9, as amended.

Item 8.01.

Other Events

On October 1323, 2009, ~~the~~Parent ~~defendants~~deposited ~~and~~approximately ~~the~~$158 ~~plaintiffs~~million ~~in the lawsuits set forth below entered~~ into aan ~~Memorandum~~escrow ofaccount Understanding (the “Memorandum”) providing for a settlement of each of the following lawsuits: In re Parallel Petroleum Shareholder Litigation, Consolidated Civil Action No. 4922, pending in the Chancery Court of Delaware (which action consolidates three individual suits: Hollinger v. Parallel Petroleum Corporation, Civil Action No. 4922, Bernstein v. Parallel Petroleum Corporation, Civil Action No. 4938, and Harris v. Parallel Petroleum Corporation, Civil Action No. 4942); Passerella v. Oldham, et al., No. CV47099, pending in the District Court of Midland County, Texas, 385th Judicial District; and Stratton v. Parallel Petroleum Corporation, et al., pending in the District Court of Harris County, Texas, 127th Judicial District. As part of the settlement, the Company agreed to ~~make~~be ~~certain~~used ~~supplemental disclosures~~ to ~~its solicitation/recommendation~~pay ~~statement~~for onany ~~Schedule 14D-9,~~Notes ~~which~~tendered ~~disclosures~~pursuant ~~are included in an amendment~~ to the ~~solicitation/recommendation~~Change ~~statement~~of onControl ~~Schedule 14D-9 filed by the Company with the SEC on October 13, 2009~~Offer. ~~The Memorandum contains no admission of wrongdoing.~~

~~The~~On ~~Memorandum provides~~October 23, ~~among other things~~2009, ~~that:~~ ~~(i)~~ the ~~defendants agree to execute the Merger Amendment as described in Item 1.01 above; (ii) the~~ Company ~~file an amendment to its solicitation/recommendation statement on Schedule 14D-9 that provides enhanced disclosure in form~~ and ~~substance~~Parent ~~similar~~issued to the disclosure recommendations set forth in an attachment to the Memorandum; (iii) the plaintiffs agree to dismiss all claims against the defendants in the lawsuits; (iv) the defendants and the plaintiffs agree upon and execute a ~~stipulation~~press ~~of settlement (the “Stipulation”), which will replace the Memorandum, and will submit the Stipulation to the appropriate courts for review; (v) the Stipulation include a general~~ release ~~to the~~announcing ~~defendants and others of all claims; (vi)~~ the ~~defendants~~expiration and the plaintiffs negotiate in good faith regarding an agreed to fee in connection with the lawsuits and the settlement thereof; (vii) the Memorandum and the Stipulation be conditioned upon class certification and final approval by the appropriate court or courts; and (viii) neither the Memorandum nor any of the terms of the Stipulation constitute an admission of the validity of any claim against the defendants, or the liability of any defendant, and the Memorandum and the Stipulation may not be used in any proceeding for any purpose (other than to enforce the terms set forth therein)Offer. InThe ~~addition,~~press ~~the~~release ~~Memorandum provides that if for any reason the settlement outlined therein~~ is not approved by the appropriate court or courts, is terminated or otherwise does not become effective then: (a) the attempted settlement will have been without prejudice, and none of its terms will be effective or ~~enforceable;~~attached ~~(b) the~~hereto ~~parties to the Memorandum will revert to their litigation positions immediately prior to the execution of the Memorandum;~~ and ~~(c) the~~incorporated ~~facts~~herein ~~and~~by ~~terms of the Memorandum will not be referred to or offered into evidence in any trial relating to the lawsuits~~reference. ~~The foregoing summary of the material terms of the~~

~~Memorandum~~The isdisclosure ~~qualified~~set inforth ~~its~~under ~~entirety~~Item 2.04 byabove ~~reference to the Memorandum, which~~ is ~~filed as Exhibit 99.1 hereto and~~ incorporated herein by reference.

On October 13, 2009, the Company issued a press release announcing the execution of the Memorandum and the Merger Amendment. A copy of the press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d)	Exhibits
	2.1	Amendment No. 1 to Agreement and Plan of Merger, dated as of October 13, 2009, by and among Parent, Merger Subsidiary and the Company (incorporated by reference to Exhibit (a)(13) to Amendment No. 2 to the Solicitation/Recommendation Statement on Schedule 14D-9 filed by the Company on October 13, 2009).
	99.1	Memorandum of Understanding, dated as of October 13, 2009 (incorporated by reference to Exhibit (a)(16) to Amendment No. 2 to the Solicitation/Recommendation Statement on Schedule 14D-9 filed by the Company on October 13, 2009).
	99.2	Press Release, dated October 13, 2009 (incorporated by reference to Exhibit (a)(18) to Amendment No. 2 to the Solicitation/Recommendation Statement on Schedule 14D-9 filed by the Company on October 13, 2009).

(d) Exhibits

99.1

Press Release, dated October 23, 2009.

* * * * *

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 hereunto duly authorized.

	PARALLEL PETROLEUM CORPORATION
Date: October 15, 2009
Date: October 28, 2009
	By:	/sS/ ~~Larry~~LARRY C. ~~Oldham~~OLDHAM
		Larry C. Oldham, President

EXHIBIT INDEX

Exhibit No.		Description
ExhibitNo.		Description
2.1		Amendment No. 1 to Agreement and Plan of Merger, dated as of October 13, 2009, by and among Parent, Merger Subsidiary and the Company (incorporated by reference to Exhibit (a)(13) to Amendment No. 2 to the Solicitation/Recommendation Statement on Schedule 14D-9 filed by the Company on October 13, 2009).
99.1		Press Release, dated October 23, 2009.
99.1		Memorandum of Understanding, dated as of October 13, 2009 (incorporated by reference to Exhibit (a)(16) to Amendment No. 2 to the Solicitation/Recommendation Statement on Schedule 14D-9 filed by the Company on October 13, 2009).
99.2		Press Release, dated October 13, 2009 (incorporated by reference to Exhibit (a)(18) to Amendment No. 2 to the Solicitation/Recommendation Statement on Schedule 14D-9 filed by the Company on October 13, 2009).

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