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 III-A
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
----------------------------------------------------------------
(Exact name of Registrant as specified in its Charter)
III-A: 0-18302 III-A: 73-1352993
III-B: 0-18636 III-B: 73-1358666
III-C: 0-18634 III-C: 73-1356542
III-D: 0-18936 III-D: 73-1357374
III-E: 0-19010 III-E: 73-1367188
Oklahoma III-F: 0-19102 III-F: 73-1377737
- ---------------- ---------------- -------------------
(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 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(B) General - On February 5, 2007, the General Partner (Geodyne Resources,
Inc.) mailed a notice to the limited partners announcing that the Geodyne
Energy Income Limited Partnership III-A (the "III-A Partnership"), the
Geodyne Energy Income Limited Partnership III-B (the "III-B Partnership"),
the Geodyne Energy Income Limited Partnership III-C (the "III-C
Partnership"), the Geodyne Energy Income Limited Partnership III-D (the
"III-D Partnership"), the Geodyne Energy Income Limited Partnership III-E
(the "III-E Partnership"), and the Geodyne Energy Income Limited
Partnership III-F (the "III-F Partnership") (collectively, the
"Partnerships") will terminate at the end of their current term, November
22, 2007 (for the III-A Partnership) and December 31, 2007 (for the III-B,
III-C, III-D, III-E, and III-F Partnerships). Consequently, the
Partnerships adopted the liquidation basis of accounting effective February
5, 2007. The liquidation basis of accounting reports the net assets of the
Partnerships at their net realizable value. Adjustments were made to reduce
all balance sheet categories into one line, "net assets of Partnership in
liquidation", which is an estimate of the net fair value of all Partnership
assets and liabilities. Cash, accounts receivable, and accounts payable
were valued at their historical cost, which approximates fair value. Oil
and gas properties were valued at their estimated net sales price, which
was estimated utilizing discounted cash flows based on strip pricing as of
March 31, 2007 at a discount rate of 10% for proved developed producing
reserves, 18% for proved developed non-producing reserves and 20% for
proved undeveloped reserves. An adjustment was made to the discounted cash
flows for the effects of gas balancing and asset retirement obligations. A
provision was also made to account for direct expenses that will be
incurred related to the sale of the oil and gas properties. The allocation
of the "net assets of Partnership in liquidation" to the General Partner
and limited partners was calculated using the current allocation of income
and expenses, which may change if a Partnership's distributions from the
commencement of the property investment period reach a yearly average equal
to at least 12% of the limited partners subscriptions. The adoption of the
liquidation basis of accounting on February 5, 2007 resulted in an increase
in the Partnerships' net assets as follows:
III-A $ 9,413,276
III-B 4,268,332
III-C 12,626,037
III-D 7,635,038
III-E 12,259,139
III-F 11,122,620
-2-
Pro forma unaudited financial information - A limited number of pro forma
adjustments are required to illustrate the effects of the July 11, 2007
auction on the Unaudited Statements of Net Assets of Partnership in
Liquidation, Unaudited Statements of Changes in Net Assets of Partnership
in Liquidation, and Unaudited Statements of Operations. The following
narrative description is furnished in lieu of the pro forma statements,
assuming the properties were sold on January 1, 2006.
(1) III-A Partnership
The III-A Partnership's net fair value of its oil and gas properties
sold in the July 11, 2007 auction was $2,363,473 as of March 31, 2007.
The net sales proceeds were approximately $2,763,000.
For the three months ended March 31, 2007, the III-A Partnership's
total revenues and operating expenses would have been lower by
$220,282 and $68,306, respectively.
For the year ended December 31, 2006, the III-A Partnership's Net
Income from Continuing Operations would have decreased by $763,803,
representing a reduction in oil and gas sales of $1,061,254, a
reduction in operating expenses of $247,237, a reduction in
depreciation, depletion, and amortization of oil and gas properties of
$45,213, and a reduction in accretion of the asset retirement
obligation of $5,001.
(2) III-B Partnership
The III-B Partnership's net fair value of its oil and gas properties
sold in the July 11, 2007 auction was $1,100,968 as of March 31, 2007.
The net sales proceeds were approximately $1,300,000.
For the three months ended March 31, 2007, the III-B Partnership's
total revenues and operating expenses would have been lower by
$104,228 and $33,515, respectively.
For the year ended December 31, 2006, the III-B Partnership's Net
Income from Continuing Operations would have decreased by $362,704,
representing a reduction in oil and gas sales of $504,851, a reduction
in operating expenses of $118,029, a reduction in depreciation,
depletion, and amortization of oil and gas properties of $21,733, and
a reduction in accretion of the asset retirement obligation of $2,385.
-3-
(3) III-C Partnership
The III-C Partnership's net fair value of its oil and gas properties
sold in the July 11, 2007 auction was $422,142 as of March 31, 2007.
The net sales proceeds were approximately $475,000.
For the three months ended March 31, 2007, the III-C Partnership's
total revenues and operating expenses would have been lower by $33,109
and $8,089, respectively.
For the year ended December 31, 2006, the III-C Partnership's Net
Income from Continuing Operations would have decreased by $116,402
representing a reduction in oil and gas sales of $163,656, a reduction
in operating expenses of $38,486, a reduction in depreciation,
depletion, and amortization of oil and gas properties of $7,966, and a
reduction in accretion of the asset retirement obligation of $802.
(4) III-D Partnership
The III-D Partnership's net fair value of its oil and gas properties
sold in the July 11, 2007 auction was $72,619 as of March 31, 2007.
The net sales proceeds were approximately $291,000.
For the three months ended March 31, 2007, the III-D Partnership's
total revenues and operating expenses would have been lower by $28,786
and $9,440, respectively.
For the year ended December 31, 2006, the III-D Partnership's Net
Income from Continuing Operations would have decreased by $67,012
representing a reduction in oil and gas sales of $120,759, a reduction
in operating expenses of $53,212, a reduction in depreciation,
depletion, and amortization of oil and gas properties of $392, and a
reduction in accretion of the asset retirement obligation of $143.
-4-
(5) III-E Partnership
The III-E Partnership's net fair value of its oil and gas properties
sold in the July 11, 2007 auction was $3,670,006 as of March 31, 2007.
The net sales proceeds were approximately $6,167,000.
For the three months ended March 31, 2007, the III-E Partnership's
total revenues and operating expenses would have been lower by
$478,738 and $151,309, respectively.
For the year ended December 31, 2006, the III-E Partnership's Net
Income from Continuing Operations would have decreased by $1,157,836,
representing a reduction in oil and gas sales of $1,933,363, a
reduction in operating expenses of $733,281, a reduction in
depreciation, depletion, and amortization of oil and gas properties of
$37,402, and a reduction in accretion of the asset retirement
obligation of $4,844.
(6) III-F Partnership
The III-F Partnership's net fair value of its oil and gas properties
sold in the July 11, 2007 auction was $789,942 as of March 31, 2007.
The net sales proceeds were approximately $878,000.
For the three months ended March 31, 2007, the III-F Partnership's
total revenues and operating expenses would have been lower by $85,956
and $33,443, respectively.
For the year ended December 31, 2006, the III-F Partnership's Net
Income from Continuing Operations would have decreased by $10,212,
representing a reduction in oil and gas sales of $254,819, a reduction
in operating expenses of $232,327, a reduction in depreciation,
depletion, and amortization of oil and gas properties of $10,667, and
a reduction in accretion of the asset retirement obligation of $1,613.
-5-
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 III-A
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
By: GEODYNE RESOURCES, INC.
General Partner
//s// Dennis R. Neill
-----------------------------
Dennis R. Neill
President
DATE: August 1, 2007