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 Act of 1934
Date of Report (Date of earliest event reported): December 22, 2006
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
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(Exact name of Registrant as specified in its Charter)
II-E: 0-17320 II-E: 73-1324751
Oklahoma II-F: 0-17799 II-F: 73-1330632
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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
On December 22, 2006, the Geodyne Energy Income Limited Partnership II-E
and Geodyne Energy Income Limited Partnership II-F (the "Partnerships") sold
their interests in the Bilbrey N. Fed. 7 #1 to Raya Energy Corp. (the "Bilbrey
Sale"). The Bilbrey Sale was the result of continued negotiations following an
auction of oil and gas properties conducted by The Oil and Gas Asset
Clearinghouse on December 13, 2006 in Houston, Texas (the "Auction"). The
completion of the Bilbrey Sale, when combined with the sale of the Partnerships'
interests in a number of non-material producing properties to independent third
parties at the Auction, triggered the disclosure requirements for a Current
Report on Form 8-K. The combined net proceeds from the Auction and the Bilbrey
Sale 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
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II-E 30 North Dakota, 16 1,232 139,045 $449,944 $362,365
New Mexico,
and Oklahoma
II-F 30 North Dakota, 16 2,091 239,021 712,394 507,466
New Mexico,
and Oklahoma
The transactions are subject to standard auction closing conditions.
The proceeds from the sales, less any additional transaction costs, will
be included in the February 15, 2007 cash distributions paid by the
Partnerships.
This sale was 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 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
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 as soon
as possible.
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
By: GEODYNE RESOURCES, INC.
General Partner
//s// Dennis R. Neill
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Dennis R. Neill
President
DATE: December 29, 2006
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