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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): February 7, 2007
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 February 7, 2007, the Geodyne Energy Income Limited Partnership II-E and
Geodyne Energy Income Limited Partnership II-F (the "Partnerships") sold their
interests in the Shannon Unit to Blue Water Energy Partners, L.P. (the "Shannon
Sale") and their interests in several Wolfe and Tubb Estate properties to
Endeavor Energy Resources LP (the "Wolfe Sale"). The Shannon and Wolfe Sales
were the result of continued negotiations following an auction of oil and gas
properties conducted by The Oil and Gas Asset Clearinghouse on February 1, 2007
in Houston, Texas (the "Auction"). The completion of the Shannon and Wolfe
Sales, 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 Shannon and Wolfe Sales 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 25 Texas 10 16,997 252,690 $ 792,275 $466,737
II-F 24 Texas 9 39,035 115,138 1,035,525 597,655
The transactions are subject to standard auction closing conditions.
The proceeds from the Auction, less any additional transaction costs, will
be included in the February 15, 2007 cash distributions paid by the
Partnerships. The proceeds from the Shannon and Wolfe Sales, less any additional
transaction costs will be included in the May 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. Additional
properties will be sold at auctions in 2007 in anticipation of the Partnerships'
scheduled terminations on December 31, 2007 (see current report on Form 8-K
filed February 7, 2007).
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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 on or
before February 16, 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
By: GEODYNE RESOURCES, INC.
General Partner
//Dennis R. Neill//
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Dennis R. Neill
President
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DATE: February 13, 2007