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): July 11, 2007
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
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(Exact name of Registrant as specified in its Charter)
II-A: 0-16388 II-A: 73-1295505
II-B: 0-16405 II-B: 73-1303341
II-C: 0-16981 II-C: 73-1308986
II-D: 0-16980 II-D: 73-1329761
Oklahoma II-E: 0-17320 II-E: 73-1324751
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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 July 11, 2007, the Geodyne Energy Income Limited Partnership II-A,
Geodyne Energy Income Limited Partnership II-B, Geodyne Energy Income Limited
Partnership II-C, Geodyne Energy Income Limited Partnership II-D, and Geodyne
Energy Income Limited Partnership II-E (the "Partnerships") sold their interests
in a number of producing properties to independent third parties at The Oil and
Gas Clearinghouse auction in Houston, Texas. In addition, Samson Contour Energy
E&P, LLC, an affiliate of the General Partner purchased the First National Farms
#4 property through the competitive bidding process at the same auction for
total net proceeds of approximately $285,000, $465,000, and $199,000,
respectively, to the II-A, II-B, and II-C Partnerships. Samson Resources
Company, an affiliate of the General Partner purchased properties for total net
proceeds of approximately $18,000, $1,386,000, and $732,000, respectively, to
the II-C, II-D, and II-E Partnerships. Total net proceeds, including sales to
affiliated entities, for the auction are as described below:
Reserves
Number Sold as Reserve
of Location Number of 12/31/06 Value
Wells of of Oil Gas Sold Net
P/ship Sold Properties Purchasers (Bbls) (Mcf) 12/31/06 Proceeds
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II-A 26 Louisiana 7 129,596 249,363 $3,031,969 $3,306,000
and Texas
II-B 4 Louisiana 2 169 120,380 401,424 465,000
II-C 14 Louisiana 3 157 86,806 231,171 223,000
and Texas
II-D 31 Louisiana, 6 21,649 804,184 2,040,660 1,631,000
Michigan,
and Texas
II-E 25 Louisiana, 7 14,441 317,866 1,037,321 894,000
Michigan,
and Texas
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, 2007 cash distributions paid by the
Partnerships.
This sale was in conjunction with the Partnerships' scheduled termination
on December 31, 2007. All of the Partnerships' properties will be sold as part
of the liquidation process. It is anticipated that auction sales will continue
through at least early 2008.
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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 August 1, 2007.
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-A
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
By: GEODYNE RESOURCES, INC.
General Partner
//s// Dennis R. Neill
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Dennis R. Neill
President
DATE: July 17, 2007
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