UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File Number:
P-1: 0-17800
P-3: 0-18306
P-4: 0-18308
P-5: 0-18637
P-6: 0-18937
(Check One) ( X ) Form 10-K ( ) Form 20-F ( ) Form 11-K
( ) Form 10-Q ( ) Form 10-D ( ) Form N-SAR
( ) Form N-CSR
For Period Ended: December 31, 2006
( ) Transition Report on Form 10-K
( ) Transition Report on Form 20-F
( ) Transition Report on Form 11-K
( ) Transition Report on Form 10-Q
( ) Transition Report on Form N-SAR
For the Transition Period Ended: ______________
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates: _____________.
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PART I--REGISTRANT INFORMATION
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GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6
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(Full Name of Registrant)
Two West Second Street, Tulsa, Oklahoma 74103
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(Address of principal executive offices) (Zip Code)
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PART II--RULES 12-b25(b) AND (c)
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If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate) ( X )
(a) The reasons described in reasonable detail in Part III of this form could
not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on Form
10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will
be filed on or before the fifteenth calendar day following the prescribed due
date; or the subject quarterly report or transition report on Form 10-Q or
subject distribution report on Form 10-D, or portion thereof, will be filed on
or before the fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c) has
been attached if applicable.
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PART III--NARRATIVE
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State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be
filed within the prescribed time period.
Geodyne Resources, Inc. ("Geodyne") serves as general partner of 26 related
limited partnerships, including the Geodyne Institutional/Pension Energy Income
P-1 Limited Partnership, Geodyne Institutional/Pension Energy Income Limited
Partnership P-3, Geodyne Institutional/Pension Energy Income Limited Partnership
P-4, Geodyne Institutional/Pension Energy Income Limited Partnership P-5, and
Geodyne Institutional/Pension Energy Income Limited Partnership P-6. Many of
these partnerships sold oil and gas properties at auction during February 2007
which required the filing of Current Reports on Form 8-K with the Securities and
Exchange Commission. Geodyne was required to prepare pro-forma financial
statements for filing with these Current Reports. Geodyne has also been
preparing for additional property sales during May 2007 as well as planning for
the liquidation of the partnerships as of the end of this year. Geodyne's
activities related to the past and future sales of properties, preparation of
the Annual Reports on Form 10-K, preparing for the liquidation and termination
of the partnerships, and regular management functions of all 26 of the
partnerships, including the registrants, have placed a significant time and
workload strain on Geodyne's staff. As a result, Annual Reports on Form 10-K
cannot be timely filed without unreasonable effort and/or expense. The Annual
Reports will be filed on or before April 14, 2007.
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PART IV--OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification:
Annabel M. Jones
918-591-1006
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). ( X ) YES ( ) NO
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
( ) YES ( X ) NO
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
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SIGNATURES
The Registrant has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
(Registrant)
GEODYNE INSTITUTIONAL/PENSION ENERGY
INCOME P-1 LIMITED PARTNERSHIP
GEODYNE INSTITUTIONAL/PENSION ENERGY
INCOME LIMITED PARTNERSHIP P-3
GEODYNE INSTITUTIONAL/PENSION ENERGY
INCOME LIMITED PARTNERSHIP P-4
GEODYNE INSTITUTIONAL/PENSION ENERGY
INCOME LIMITED PARTNERSHIP P-5
GEODYNE INSTITUTIONAL/PENSION ENERGY
INCOME LIMITED PARTNERSHIP P-6
BY: GEODYNE RESOURCES, INC.
General Partner
Date: March 30, 2007 By: /s/ Dennis R. Neill
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(Signature)
Dennis R. Neill
President
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