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 INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP
----------------------------------------------------------------
(Exact name of Registrant as specified in its Charter)
Texas P-1: 0-17800 P-1: 73-1330245
- ---------------- ---------------- -------------------
(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
On December 22, 2006, the Geodyne Institutional/Pension Energy Income P-1
Limited Partnership (the "Partnership") sold its interest 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 Partnership's 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
Sold Properties Purchasers (Bbls) (Mcf) 12/31/05 Proceeds
- ------- ------------- ---------- ------ ------- -------- --------
25 North Dakota, 14 1,421 162,728 $472,823 $322,460
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 Partnership.
This sale was part of the General Partner's plan (previously disclosed in
the Partnership's December 31, 2005 Annual Report on Form 10-K) to sell an
increased amount of the Partnership's 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 Partnership. 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
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 INSTITUTIONAL/PENSION ENERGY
INCOME P-1 LIMITED PARTNERSHIP
By: GEODYNE RESOURCES, INC.
General Partner
//s// Dennis R. Neill
-----------------------------
Dennis R. Neill
President
DATE: December 29, 2006
-3-