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 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 Charter)
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 Number) Identification No.)
incorporation)
Two West Second Street, Tulsa, Oklahoma 74103
----------------------------------------------------------------
(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))
-1-
ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
As described in the 8-K dated October 17, 2006 and the 8-K/A dated October
20, 2006, the Geodyne Energy Income Limited Partnership II-E, Geodyne Energy
Income Limited Partnership II-F, Geodyne Energy Income Limited Partnership II-G
and Geodyne Energy Income Limited Partnership II-H (the "Partnerships") sold
their interests in a number of producing properties to independent third parties
at The Oil and Gas Clearinghouse auction in Houston, Texas on October 11, 2006.
In addition, on October 16, 2006 the Partnerships sold their interest in the
J.E. Parker H well in continuing negotiations following completion of the
auction. The Reed D well failed to attain the minimum bid set forth at auction,
but was sold to the high bidder, Aghorn Operating, Inc., on October 19, 2006
following additional negotiations. The combined net proceeds from the October
11, 2006 auction and the sales of the J.E. Parker H and Reed D wells 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
- ------ -------- ----------- ---------- ------- ------- ---------- ----------
II-E 44 Lousiana 17 40,260 33,676 $ 956,962 $1,928,266
and Texas
II-F 41 Texas 16 81,322 82,142 2,088,515 4,381,020
II-G 41 Texas 16 169,585 171,683 4,359,753 9,147,840
II-H 41 Texas 16 39,342 39,729 1,010,271 2,119,152
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.
-2-
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 will 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 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
-----------------------------
Dennis R. Neill
President
DATE: October 24, 2006
-3-