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
- ---------------- ---------------- -------------------
(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
This Amendment to Item 2.01 to Form 8-K restates that certain 8-K dated
October 11, 2006, as amended on October 20, 2006 and October 25, 2006, to
correct an error in recording all of the properties sold at the October 11, 2006
auction described therein.
As described in the 8-K filed October 17, 2006 and the 8-K/A filed October
20, 2006 and the 8-K/A filed October 25, 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.
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 Southland #1, #2, #3 and #4 and the Southland A #1 and #2 also failed
to attain the minimum bid at auction, but were sold to the high bidder, Legacy
Reserves Operating LP, on October 19, 2006 after further negotiations.
The combined net proceeds from the October 11, 2006 auction and the sales
of the J.E. Parker H, Reed D, and Southland 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
- ------ --------- ---------- ---------- ------ ------ ---------- ----------
P-1 43 Texas 17 63,530 60,745 $1,604,306 $3,285,062
P-3 43 Texas 17 80,138 76,543 2,022,885 4,141,359
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.
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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.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(B) Pro forma financial information.
(1) Geodyne Institutional/Pension Energy Income P-1 Limited Partnership
(a) Pro Forma Balance Sheet as of June 30, 2006.
(b) Pro Forma Statement of Operations for the six months ended June 30,
2006.
(c) Pro Forma Statement of Operations for the year ended December 31,
2005.
(d) Pro Forma Statement of Operations for the year ended December 31,
2004.
(e) Pro Forma Statement of Operations for the year ended December 31,
2003.
(2) Geodyne Institutional/Pension Energy Income Limited Partnership P-3
(a) Pro Forma Balance Sheet as of June 30, 2006.
(b) Pro Forma Statement of Operations for the six months ended June 30,
2006.
(c) Pro Forma Statement of Operations for the year ended December 31,
2005.
(d) Pro Forma Statement of Operations for the year ended December 31,
2004.
(e) Pro Forma Statement of Operations for the year ended December 31,
2003.
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UNAUDITED PRO FORMA FINANCIAL DATA
- ----------------------------------
The following unaudited pro forma balance sheet as of June 30, 2006, unaudited
pro forma statements of operations for the six months ended June 30, 2006, and
the unaudited pro forma statements of operations for the years ended December
31, 2005, 2004 and 2003 give effect to the sale of producing properties at an
auction as described in ITEM 2. The unaudited pro forma balance sheet is
presented as if the divestiture had occurred on June 30, 2006. The unaudited pro
forma statements of operations are presented as if the divestiture had occurred
on January 1, 2003. The unaudited pro forma financial data is based on
assumptions and includes adjustments as explained in the notes to the unaudited
pro forma financial statements. The actual recording of the transactions could
differ.
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GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP
UNAUDITED PRO FORMA BALANCE SHEET
JUNE 30, 2006
ASSETS
Pro Forma
Adjustments
October
Historical Auction Pro Forma
(Note 2a)
---------- ------------ -----------
CURRENT ASSETS:
Cash and cash equivalents $ 657,597 $3,285,062 $3,942,659
Accounts receivable:
Net Profits 171,799 ( 58,909) 112,890
Assets of discontinued
operations - 62,263 62,263
---------- ---------- ----------
Total current assets $ 829,396 $3,288,416 $4,117,812
NET PROFITS INTERESTS, net
utilizing the successful
efforts method 674,946 ( 122,788) 552,158
---------- ---------- ----------
$1,504,342 $3,165,628 $4,669,970
========== ========== ==========
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GEODYNE INSTITIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP
UNAUDITED PRO FORMA BALANCE SHEET
JUNE 30, 2006
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Pro Forma
Adjustments
October
Historical Auction Pro Forma
(Note 2a)
---------- ----------- -----------
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 43,132) $ 316,563 $ 273,431
Limited Partners, issued
and outstanding,
108,074 units 1,547,474 2,849,065 4,396,539
---------- ---------- ----------
Total Partners' capital $1,504,342 $3,165,628 $4,669,970
========== ========== ==========
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GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2006
Pro Forma
Adjustments
October
Historical Auction Pro Forma
(Note 2b)
---------- ----------- ----------
REVENUES:
Net Profits $1,051,251 ($ 216,553) $ 834,698
Interest income 8,993 - 8,993
---------- ---------- ----------
$1,060,244 ($ 216,553) $ 843,691
COSTS AND EXPENSES:
Depletion of
Net Profits Interests $ 42,888 ($ 7,984) $ 34,904
General and administrative 84,697 - 84,697
---------- ---------- ----------
$ 127,585 ($ 7,984) $ 119,601
---------- ---------- ----------
INCOME FROM CONTINUING
OPERATIONS $ 932,659 ($ 208,569) $ 724,090
========== ========== ==========
GENERAL PARTNER - NET
INCOME FROM CONTINUING
OPERATIONS $ 96,227 ($ 21,575) $ 74,652
========== ========== ==========
LIMITED PARTNERS - NET
INCOME FROM CONTINUING
OPERATIONS $ 836,432 ($ 186,994) $ 649,438
========== ========== ==========
NET INCOME FROM CONTINUING
OPERATIONS per Unit $ 7.74 ($ 1.73) $ 6.01
========== ========== ==========
UNITS OUTSTANDING 108,074 108,074 108,074
========== ========== ==========
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GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2005
Pro Forma
Adjustments
October
Historical Auction Pro Forma
(Note 2b)
---------- ----------- ----------
REVENUES:
Net Profits $2,108,629 ($331,445) $1,777,184
Interest income 8,941 - 8,941
Gain on sale of
Net Profits Interests 349 - 349
---------- --------- ----------
$2,117,919 ($331,445) $1,786,474
EXPENSES:
Depletion of
Net Profits Interests $ 79,493 ($ 13,417) $ 66,076
General and administrative 148,028 - 148,028
---------- -------- ----------
$ 227,521 ($ 13,417) $ 214,104
---------- -------- ----------
INCOME FROM CONTINUING
OPERATIONS $1,890,398 ($318,028) $1,572,370
========== ======== ==========
GENERAL PARTNER - NET
INCOME FROM CONTINUING
OPERATIONS $ 195,300 ($ 33,010) $ 162,290
========== ======== ==========
LIMITED PARTNERS - NET
INCOME FROM CONTINUING
OPERATIONS $1,695,098 ($285,018) $1,410,080
========== ======== ==========
NET INCOME FROM CONTINUING
OPERATIONS per Unit $ 15.68 ($ 2.64) $ 13.04
========== ======== ==========
UNITS OUTSTANDING 108,074 108,074 108,074
========== ======== ==========
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GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2004
Pro Forma
Adjustments
October
Historical Auction Pro Forma
(Note 2b)
---------- ----------- ----------
REVENUES:
Net Profits $1,480,785 ($219,097) $1,261,688
Interest income 2,902 - 2,902
Gain on sale of
Net Profits Interests 17,563 - 17,563
Other income 3,474 - 3,474
---------- -------- ----------
$1,504,724 ($219,097) $1,285,627
COSTS AND EXPENSES:
Depletion of
Net Profits Interests $ 67,699 ($ 13,066) $ 54,633
General and administrative 142,133 - 142,133
---------- -------- ----------
$ 209,832 ($ 13,066) $ 196,766
---------- -------- ----------
INCOME FROM CONTINUING
OPERATIONS $1,294,892 ($206,031) $1,088,861
========== ======== ==========
GENERAL PARTNER - NET
INCOME FROM CONTINUING
OPERATIONS $ 133,520 ($ 21,779) $ 111,741
========== ======== ==========
LIMITED PARTNERS - NET
INCOME FROM CONTINUING
OPERATIONS $1,161,372 ($184,252) $ 977,120
========== ======== ==========
NET INCOME FROM CONTINUING
OPERATIONS per Unit $ 10.75 ($ 1.70) $ 9.05
========== ======== ==========
UNITS OUTSTANDING 108,074 108,074 108,074
========== ======== ==========
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GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2003
Pro Forma
Adjustments
October
Historical Auction Pro Forma
(Note 2b)
---------- ----------- ----------
REVENUES:
Net Profits $1,370,158 ($160,121) $1,210,037
Interest income 2,110 - 2,110
Gain on sale of
Net Profits Interests 43,930 - 43,930
---------- -------- ----------
$1,416,198 ($160,121) $1,256,077
COSTS AND EXPENSES:
Depletion of
Net Profits Interests $ 79,938 ($ 14,688) $ 65,250
General and administrative 143,103 - 143,103
---------- -------- ----------
$ 223,041 ($ 14,688) $ 208,353
---------- -------- ----------
INCOME FROM CONTINUING
OPERATIONS $1,193,157 ($145,433) $1,047,724
========== ======== ==========
GENERAL PARTNER - NET
INCOME FROM CONTINUING
OPERATIONS $ 126,299 ($ 15,865) $ 110,434
========== ======== ==========
LIMITED PARTNERS - NET
INCOME FROM CONTINUING
OPERATIONS $1,066,858 ($129,568) $ 937,290
========== ======== ==========
NET INCOME FROM CONTINUING
OPERATIONS per Unit $ 9.87 ($ 1.20) $ 8.67
========== ======== ==========
UNITS OUTSTANDING 108,074 108,074 108,074
========== ======== ==========
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NOTE 1 - BASIS OF PRESENTATION
The Unaudited Pro Forma Balance Sheet as of June 30, 2006 is presented as if the
divestiture had occurred on June 30, 2006. The Unaudited Pro Forma Statements of
Operations for the years ended December 31, 2005, 2004 and 2003 and for the six
months ended June 30, 2006 are presented as if the divestiture had occurred on
January 1, 2003.
The Partnership follows the successful efforts method of accounting under which
proceeds from the sale of oil and gas properties are accounted for as gains or
losses net of their carrying costs and transaction expenses.
The Pro Forma Statements of Operations for the years ended December 31, 2005,
2004 and 2003, and for the six months ended June 30, 2006, do not reflect the
estimated gain on the divestiture. Assuming the sales closed on June 30, 2006,
an estimated non-recurring gain of $2,982,974 would have been recognized.
NOTE 2 - PRO FORMA ADJUSTMENTS
(a) Reflects net sales proceeds of $3,285,062 for the P-1 Partnership and the
reversal of the Net Profits Interests and the asset retirement obligations
associated with the properties sold. Additionally, the payable and
receivable accruals as of June 30, 2006 associated with the sold
properties were reclassified to Assets of discontinued operations.
(b) Oil and gas sales, lease operating expenses, and production taxes are
adjusted to reflect the reversal of revenues and expenses attributable to
the sold properties. Depletion of Net Profits Interests is adjusted for
the reductions in depletion of Net Profits Interests and asset retirement
obligation accretion expenses attributable to the properties sold.
-11-
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3
UNAUDITED PRO FORMA BALANCE SHEET
JUNE 30, 2006
ASSETS
Pro Forma
Adjustments
October
Historical Auction Pro Forma
(Note 2a)
---------- ----------- -----------
CURRENT ASSETS:
Cash and cash equivalents $ 931,651 $4,141,359 $5,073,010
Accounts receivable:
Net Profits 236,916 ( 74,314) 162,602
Assets of discontinued
operations - 78,248 78,248
---------- ---------- ----------
Total current assets $1,168,567 $4,145,293 $5,313,860
NET PROFITS INTERESTS, net
utilizing the successful
efforts method 1,035,244 ( 158,725) 876,519
---------- ---------- ----------
$2,203,811 $3,986,568 $6,190,379
========== ========== ==========
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GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3
UNAUDITED PRO FORMA BALANCE SHEET
JUNE 30, 2006
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Pro Forma
Adjustments
October
Historical Auction Pro Forma
(Note 2a)
---------- ----------- -----------
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 26,559) $ 398,657 $ 372,098
Limited Partners, issued
and outstanding,
169,637 units 2,230,370 3,587,911 5,818,281
---------- ---------- ----------
Total Partners' capital $2,203,811 $3,986,568 $6,190,379
========== ========== ==========
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GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2006
Pro Forma
Adjustments
October
Historical Auction Pro Forma
(Note 2b)
---------- ----------- -----------
REVENUES:
Net Profits $1,491,950 ($272,343) $1,219,607
Interest income 13,544 - 13,544
---------- -------- ----------
$1,505,494 ($272,343) $1,233,151
COSTS AND EXPENSES:
Depletion of
Net Profits Interests $ 58,841 ($ 10,129) $ 48,712
General and administrative 118,655 - 118,655
---------- -------- ----------
$ 177,496 ($ 10,129) $ 167,367
---------- -------- ----------
INCOME FROM CONTINUING
OPERATIONS $1,327,998 ($262,214) $1,065,784
========== ======== ==========
GENERAL PARTNER - NET
INCOME FROM CONTINUING
OPERATIONS $ 136,741 ($ 27,133) $ 109,608
========== ======== ==========
LIMITED PARTNERS - NET
INCOME FROM CONTINUING
OPERATIONS $1,191,257 ($235,081) $ 956,176
========== ======== ==========
NET INCOME FROM CONTINUING
OPERATIONS per Unit $ 7.02 ($ 1.39) $ 5.63
========== ======== ==========
UNITS OUTSTANDING 169,637 169,637 169,637
========== ======== ==========
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GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2005
Pro Forma
Adjustments
October
Historical Auction Pro Forma
(Note 2b)
---------- ----------- ----------
REVENUES:
Net Profits $3,059,312 ($417,770) $2,641,542
Interest income 13,401 - 13,401
Gain on sale of
Net Profits Interests 440 - 440
---------- -------- ----------
$3,073,153 ($417,770) $2,655,383
COSTS AND EXPENSES:
Depletion of
Net Profits Interests $ 118,326 ($ 17,296) $ 101,030
General and administrative 215,347 - 215,347
---------- -------- ----------
$ 333,673 ($ 17,296) $ 316,377
---------- -------- ----------
INCOME FROM CONTINUING
OPERATIONS $2,739,480 ($400,474) $2,339,006
========== ======== ==========
GENERAL PARTNER - NET
INCOME FROM CONTINUING
OPERATIONS $ 283,257 ($ 41,604) $ 241,653
========== ======== ==========
LIMITED PARTNERS - NET
INCOME FROM CONTINUING
OPERATIONS $2,456,223 ($358,870) $2,097,353
========== ======== ==========
NET INCOME FROM CONTINUING
OPERATIONS per Unit $ 14.48 ($ 2.12) $ 12.36
========== ======== ==========
UNITS OUTSTANDING 169,637 169,637 169,637
========== ======== ==========
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GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2004
Pro Forma
Adjustments
October
Historical Auction Pro Forma
(Note 2b)
---------- ----------- ----------
REVENUES:
Net Profits $2,186,949 ($276,078) $1,910,871
Interest income 4,406 - 4,406
Gain on sale of
Net Profits Interests 22,514 - 22,514
Other income 4,376 - 4,376
---------- -------- ----------
$2,218,245 ($276,078) $1,942,167
COSTS AND EXPENSES:
Depletion of
Net Profits Interests $ 204,906 ($ 16,954) $ 187,952
General and administrative 209,719 - 209,719
---------- -------- ----------
$ 414,625 ($ 16,954) $ 397,671
---------- -------- ----------
INCOME FROM CONTINUING
OPERATIONS $1,803,620 ($259,124) $1,544,496
========== ======== ==========
GENERAL PARTNER - NET
INCOME FROM CONTINUING
OPERATIONS $ 196,130 ($ 27,438) $ 168,692
========== ======== ==========
LIMITED PARTNERS - NET
INCOME FROM CONTINUING
OPERATIONS $1,607,490 ($231,686) $1,375,804
========== ======== ==========
NET INCOME FROM CONTINUING
OPERATIONS per Unit $ 9.48 ($ 1.37) $ 8.11
========== ======== ==========
UNITS OUTSTANDING 169,637 169,637 169,637
========== ======== ==========
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GEODYNEINSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2003
Pro Forma
Adjustments
October
Historical Auction Pro Forma
(Note 2b)
---------- ----------- ----------
REVENUES:
Net Profits $1,993,107 ($201,703) $1,791,404
Interest income 3,060 - 3,060
Gain on sale of
Net Profits Interests 55,610 - 55,610
---------- -------- ----------
$2,051,777 ($201,703) $1,850,074
COSTS AND EXPENSES:
Depletion of
Net Profits Interests $ 121,245 ($ 19,034) $ 102,211
General and administrative 211,602 - 211,602
---------- -------- ----------
$ 332,847 ($ 19,034) $ 313,813
---------- -------- ----------
INCOME FROM CONTINUING
OPERATIONS $1,718,930 ($182,669) $1,536,261
========== ======== ==========
GENERAL PARTNER - NET
INCOME FROM CONTINUING
OPERATIONS $ 182,499 ($ 19,980) $ 162,519
========== ======== ==========
LIMITED PARTNERS - NET
INCOME FROM CONTINUING
OPERATIONS $1,536,431 ($162,689) $1,373,742
========== ======== ==========
NET INCOME FROM CONTINUING
OPERATIONS per Unit $ 9.06 ($ .96) $ 8.10
========== ======== ==========
UNITS OUTSTANDING 169,637 169,637 169,637
========== ======== ==========
-17-
NOTE 1 - BASIS OF PRESENTATION
The Unaudited Pro Forma Balance Sheet as of June 30, 2006 is presented as if the
divestiture had occurred on June 30, 2006. The Unaudited Pro Forma Statements of
Operations for the years ended December 31, 2005, 2004 and 2003 and for the six
months ended June 30, 2006 are presented as if the divestiture had occurred on
January 1, 2003.
The Partnership follows the successful efforts method of accounting under which
proceeds from the sale of oil and gas properties are accounted for as gains or
losses net of their carrying costs and transaction expenses.
The Pro Forma Statements of Operations for the years ended December 31, 2005,
2004 and 2003, and for the six months ended June 30, 2006, do not reflect the
estimated gain on the divestiture. Assuming the sales closed on June 30, 2006,
an estimated non-recurring gain of $3,756,765 would have been recognized.
NOTE 2 - PRO FORMA ADJUSTMENTS
(a) Reflects net sales proceeds of $4,141,359 for the P-3 Partnership and the
reversal of the Net Profits Interests and the asset retirement obligations
associated with the properties sold. Additionally, the payable and
receivable accruals as of June 30, 2006 associated with the sold
properties were reclassified to Assets of discontinued operations.
(b) Oil and gas sales, lease operating expenses, and production taxes are
adjusted to reflect the reversal of revenues and expenses attributable to
the sold properties. Depletion of Net Profits Interests is adjusted for
the reductions in depletion of Net Profits Interests and asset retirement
obligation accretion expenses attributable to the properties sold.
-18-
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
-----------------------------
Dennis R. Neill
President
DATE: November 13, 2006
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