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): August 8, 2007
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
----------------------------------------------------------------
(Exact name of Registrant as specified in its Charter)
III-C: 0-18634 III-C: 73-1356542
Oklahoma III-D: 0-18936 III-D: 73-1357374
- ---------------- ---------------- -------------------
(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 August 8, 2007, the Geodyne Energy Income Limited Partnership III-C and
Geodyne Energy Income Limited Partnership III-D (the "Partnerships") sold their
interests in a number of producing properties to independent third parties at
The Oil and Gas Asset Clearinghouse auction in Houston, Texas. Samson Resources
Company, an affiliate of the General Partner, purchased properties from the
III-C and III-D Partnerships through the competitive bidding process at the
auction for total net proceeds of approximately $16,000 and $13,000,
respectively. In addition, Samson Lone Star, LLC, another affiliate of the
General Partner, purchased properties located in Texas from the III-C and III-D
Partnerships through the same competitive bidding process at the auction for
total net proceeds of approximately $768,000 and $634,000, respectively. 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
- ------ ------ ---------- ---------- ------- -------- ---------- ----------
III-C 29 New Mexico 4 14,358 311,828 $716,321 $849,000
and Texas
III-D 29 New Mexico 4 11,856 257,363 591,387 657,000
and Texas
The transactions are subject to standard auction closing conditions.
The proceeds from the sales, less 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.
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 29, 2007.
-2-
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-C
GEODYNE ENERGY INCOME LIMITED
PARTNERSHIP III-D
By: GEODYNE RESOURCES, INC.
General Partner
//s// Dennis R. Neill
-----------------------------
Dennis R. Neill
President
DATE: August 14, 2007
-3-