SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Act of 1934 Date of Report (Date of earliest event reported): July 30, 1998 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H - ------------------------------------------------------------------------------ (Exact name of Registrant as specified in its Articles) II-A: 0-16388 II-A: 73-1295505 II-B: 0-16405 II-B: 73-1303341 II-C: 0-16981 II-C: 73-1308986 II-D: 0-16980 II-D: 73-1329761 II-E: 0-17320 II-E: 73-1324751 II-F: 0-17799 II-F: 73-1330632 II-G: 0-17802 II-G: 73-1336572 Oklahoma II-H: 0-18305 II-H: 73-1342476 - ---------------- ---------------- ---------------------- (State or other (Commission (I.R.S. Employer jurisdiction of File No.) Identification) incorporation or organization) Two West Second Street, Tulsa, Oklahoma 74103 ----------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (918) 583-1791 1 ITEM 5: OTHER EVENTS Legal Proceedings Update. Registrants' Annual Report on Form 10-K for the year ended December 31, 1997 (the "Annual Report") includes, in "Item 3-Legal Proceedings" a description of a lawsuit in which the Geodyne II-A, II-B, II-C, II-D and II-E Partnerships (the "II-A-E Partnerships") are plaintiffs (Wolverine Exploration Company, et al. vs. Natural Gas Pipeline Company of America, et al., Case No. CJ-88-5522, District Court of Tulsa County, Oklahoma, filed September 12, 1988). On July 30, 1998 Geodyne Resources, Inc., the General Partner of the II-A-E Partnerships, and other parties, settled this lawsuit in which the II-A-E Partnerships sought damages for (i) take or pay deficiencies and (ii) gas pricing claims arising out of a gas purchase contract pursuant to which Texaco, Inc. ("Texaco") purchased gas from the II-A-E Partnerships and other owners in the relevant wells. The settlement resolves all issues between the parties concerning this contract. As a result of this settlement the II-A-E Partnerships will receive the following amounts from Texaco: Total Settlement Partnership Amount Per Unit II-A $1,710,190 $3.35 II-B 2,793,295 7.34 II-C 1,197,148 7.36 II-D 3,033,283 9.15 II-E 6,158,619 25.57 The settlement amount will be included in the November 15, 1998 cash distribution to be paid to limited partners of the II-A-E Partnerships holding units in the Partnerships on November 1, 1998. 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. GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H By: GEODYNE RESOURCES, INC. General Partner //s// Dennis R. Neill DATE: August 5, 1998 ______________________________ Dennis R. Neill President 3