UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Act of 1934
Date of Report (Date of earliest event reported): October 11, 2006
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3
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(Exact name of Registrant as specified in its Charter)
P-1: Texas P-1: 0-17800 P-1: 73-1330245
P-3: Oklahoma P-3: 0-18306 P-3: 73-1336573
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
Two West Second Street, Tulsa, Oklahoma 74103
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (918) 583-1791
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))
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ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
As described in the 8-K dated October 17, 2006, the Geodyne
Institutional/Pension Energy Income P-1 Limited Partnership and Geodyne
Institutional/Pension Energy Income Limited Partnership P-3 (the "Partnerships")
sold their interests in a number of producing properties to independent third
parties at The Oil and Gas Asset Clearinghouse auction in Houston, Texas on
October 11, 2006. The J.E. Parker H well failed to attain the minimum bid set
forth at auction, but was sold to the high bidder, XTO Energy, Inc., on October
16, 2006 following additional negotiations. The combined net proceeds from the
October 11, 2006 auction and the sale of the J.E. Parker H well are shown below:
Reserves
Number Sold as Reserve
of Location Number of 12/31/05 Value
Wells of of Oil Gas Sold Net
P/ship Sold Properties Purchasers (Bbls) (Mcf) 12/31/05 Proceeds
- ------ --------- ---------- ---------- ------ ------ ---------- ----------
P-1 40 Texas 15 57,599 60,745 $1,484,123 $3,181,737
P-3 40 Texas 15 72,667 76,543 1,871,480 4,011,219
The transactions are subject to standard auction closing conditions.
The proceeds from the sales, less any additional transaction costs, will
be included in the November 15, 2006 cash distributions paid by the
Partnerships.
These sales were part of the General Partner's plan (previously disclosed
in the Partnerships' December 31, 2005 Annual Report on Form 10-K) to sell an
increased amount of the Partnerships' properties as a result of the generally
favorable current environment for oil and gas dispositions. It is anticipated
that additional properties will be sold at auction in December 2006 and February
2007.
The sale of these properties will impact the continuing future operations
of the Partnerships. Future production, costs and cash flow will be reduced as
properties are sold. As of the date of this Current Report on Form 8-K,
management cannot predict the extent of such reduction.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(B) Pro forma financial information.
The pro forma financial information that would be required pursuant to
Article 11 of Regulation S-X shall be filed by amendment to this Form 8-K/A on
or before November 13, 2006.
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 INSTITUTIONAL/PENSION ENERGY INCOME
P-1 LIMITED PARTNERSHIP
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME
LIMITED PARTNERSHIP P-3
By: GEODYNE RESOURCES, INC.
General Partner
//s// Dennis R. Neill
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Dennis R. Neill
President
DATE: October 20, 2006
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