UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 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-5
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6
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(Exact name of Registrant as specified in its Charter)
P-1: Texas P-1: 0-17800 P-1: 73-1330245
P-3, P-5, and P-6 P-3: 0-18306 P-3: 73-1336573
Oklahoma P-5: 0-18637 P-5: 73-1353774
P-6: 0-18937 P-6: 73-1357375
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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 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(B) General - On February 5, 2007, Geodyne Resources, Inc. (the "General
Partner") mailed a notice to the limited partners announcing that the
Geodyne Institutional/Pension Energy Income P-1 Limited Partnership (the
"P-1 Partnership"), the Geodyne Institutional/Pension Energy Income Limited
Partnership P-3 (the "P-3 Partnership"), the Geodyne Institutional/Pension
Energy Income Limited Partnership P-5 (the "P-5 Partnership"), and the
Geodyne Institutional/Pension Energy Income Limited Partnership P-6 (the
"P-6 Partnership") (collectively, the "Partnerships") will terminate at the
end of their current term, December 31, 2007. 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
June 30, 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, at June 30, 2007:
P-1 $ 6,661,373
P-3 9,947,333
P-5 6,649,211
P-6 10,489,733
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Pro forma unaudited financial information - A limited number of pro forma
adjustments are required to illustrate the effects of the August 8, 2007
Oil and Gas Clearinghouse auction (the "August Auction") on the Combined
Unaudited Statements of Net Assets of Partnership in Liquidation, Combined
Unaudited Statements of Changes in Net Assets of Partnership in
Liquidation, and Combined 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) P-1 Partnership
(a) August 2007 Auction
The P-1 Partnership's net fair value of its Net Profits Interests sold
in the August Auction was $2,323,508 as of June 30, 2007. The net
sales proceeds were approximately $3,080,000.
For the six months ended June 30, 2007, the P-1 Partnership's total
revenues and operating expenses would have been reduced by $228,176
and $983, respectively. Under liquidation accounting, discontinued
operations are no longer presented. Revenues and expenses for the six
months ended June 30, 2007 include all sold properties. Revenues and
expenses for the year ended December 31, 2006 include only the sold
properties classified as continuing operations at December 31, 2006.
For the year ended December 31, 2006, the P-1 Partnership's Net Income
from Continuing Operations would have decreased by $59,519,
representing a reduction in Net Profits (including oil and gas sales
net of operating expenses) of $75,888, a reduction in depletion of Net
Profits Interests of $15,724, and a reduction in accretion of the
asset retirement obligation of $645.
(b) Cumulative Effect
The paragraphs below give effect to the sale of producing properties
at the August Auction, the May 2007 auction described in previous 8-K
filings, and other miscellaneous property sales that occurred in July
2007. The following narrative description is furnished in lieu of the
pro forma statements, assuming the properties were sold on January 1,
2006.
For the six months ended June 30, 2007, the P-1 Partnership's total
revenues and operating expenses would have been reduced by $281,148
and $988, respectively.
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Under liquidation accounting, discontinued operations are no longer
presented. Revenues and expenses for the six months ended June 30,
2007 include all sold properties. Revenues and expenses for the year
ended December 31, 2006 include only the sold properties classified as
continuing operations at December 31, 2006.
For the year ended December 31, 2006, the P-1 Partnership's Net Income
from Continuing Operations would have decreased by $60,301,
representing a reduction in Net Profits (including oil and gas sales
net of operating expenses) of $76,683, a reduction in depletion of Net
Profits Interests of $15,728, and a reduction in accretion of the
asset retirement obligation of $654.
(2) P-3 Partnership
(a) August 2007 Auction
The P-3 Partnership's net fair value of its Net Profits Interests sold
in the August Auction was $2,779,832 as of June 30, 2007. The net
sales proceeds were approximately $3,691,000.
For the six months ended June 30, 2007, the P-3 Partnership's total
revenues and operating expenses would have been reduced by $289,165
and $1,204, respectively. Under liquidation accounting, discontinued
operations are no longer presented. Revenues and expenses for the six
months ended June 30, 2007 include all sold properties. Revenues and
expenses for the year ended December 31, 2006 include only the sold
properties classified as continuing operations at December 31, 2006.
For the year ended December 31, 2006, the P-3 Partnership's Net Income
from Continuing Operations would have decreased by $73,967,
representing a reduction in Net Profits (including oil and gas sales
net of operating expenses) of $94,558, a reduction in depletion of Net
Profits Interests of $19,809, and a reduction in accretion of the
asset retirement obligation of $782.
(b) Cumulative Effect
The paragraphs below give effect to the sale of producing properties
at the August Auction, the May 2007 auction described in previous 8-K
filings, and other miscellaneous property sales that occurred in July
2007. The following narrative description is furnished in lieu
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of the pro forma statements, assuming the properties were sold on
January 1, 2006.
For the six months ended June 30, 2007, the P-3 Partnership's total
revenues and operating expenses would have been reduced by $356,312
and $1,215, respectively. Under liquidation accounting, discontinued
operations are no longer presented. Revenues and expenses for the six
months ended June 30, 2007 include all sold properties. Revenues and
expenses for the year ended December 31, 2006 include only the sold
properties classified as continuing operations at December 31, 2006.
For the year ended December 31, 2006, the P-3 Partnership's Net Income
from Continuing Operations would have decreased by $75,528,
representing a reduction in Net Profits (including oil and gas sales
net of operating expenses) of $96,141, a reduction in depletion of Net
Profits Interests of $19,814, and a reduction in accretion of the
asset retirement obligation of $799.
(3) P-5 Partnership
(a) August 2007 Auction
The P-5 Partnership's net fair value of its Net Profits Interests sold
in the August Auction was $321,873 as of June 30, 2007. The net sales
proceeds were approximately $482,000.
For the six months ended June 30, 2007, the P-5 Partnership's total
revenues and operating expenses would have been reduced by $65,645 and
$6,096, respectively. Under liquidation accounting, discontinued
operations are no longer presented. Revenues and expenses for the six
months ended June 30, 2007 include all sold properties. Revenues and
expenses for the year ended December 31, 2006 include only the sold
properties classified as continuing operations at December 31, 2006.
For the year ended December 31, 2006, the P-5 Partnership's Net Income
from Continuing Operations would have increased by $44,985,
representing a reduction in Net Profits (including oil and gas sales
net of operating expenses) of $140,892, a reduction in depletion of
Net Profits Interests of $183,044, and a reduction in accretion of the
asset retirement obligation of $2,833.
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(b) Cumulative Effect
The paragraphs below give effect to the sale of producing properties
at the August Auction and other miscellaneous property sales that
occurred in May 2007. The following narrative description is furnished
in lieu of the pro forma statements, assuming the properties were sold
on January 1, 2006.
For the six months ended June 30, 2007, the P-5 Partnership's total
revenues and operating expenses would have been reduced by $66,986 and
$6,096, respectively. Under liquidation accounting, discontinued
operations are no longer presented. Revenues and expenses for the six
months ended June 30, 2007 include all sold properties. Revenues and
expenses for the year ended December 31, 2006 include only the sold
properties classified as continuing operations at December 31, 2006.
For the year ended December 31, 2006, the P-5 Partnership's Net Income
from Continuing Operations would have increased by $44,985,
representing a reduction in Net Profits (including oil and gas sales
net of operating expenses) of $140,892, a reduction in depletion of
Net Profits Interests of $183,044, and a reduction in accretion of the
asset retirement obligation of $2,833.
(4) P-6 Partnership
(a) August 2007 Auction
The P-6 Partnership's net fair value of its Net Profits Interests sold
in the August Auction was $482,982 as of June 30, 2007. The net sales
proceeds were approximately $579,000.
For the six months ended June 30, 2007, the P-6 Partnership's total
revenues and operating expenses would have been reduced by $74,375 and
$1,658, respectively. Under liquidation accounting, discontinued
operations are no longer presented. Revenues and expenses for the six
months ended June 30, 2007 include all sold properties. Revenues and
expenses for the year ended December 31, 2006 include only the sold
properties classified as continuing operations at December 31, 2006.
For the year ended December 31, 2006, the P-6 Partnership's Net Income
from Continuing Operations would have increased by $50,753,
representing a reduction in Net Profits (including oil and gas sales
net of operating expenses) of $149,544, a reduction in depletion of
Net Profits Interests of $197,269, and a reduction in accretion of the
asset retirement obligation of $3,028.
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(b) Cumulative Effect
The paragraphs below give effect to the sale of producing properties
at an auction in the August Auction, the July 2007 auction described
in previous 8-K filings, and other miscellaneous property sales that
occurred in May 2007. The following narrative description is furnished
in lieu of the pro forma statements, assuming the properties were sold
on January 1, 2006.
For the six months ended June 30, 2007, the P-6 Partnership's total
revenues and operating expenses would have been reduced by $396,918
and $9,904, respectively. Under liquidation accounting, discontinued
operations are no longer presented. Revenues and expenses for the six
months ended June 30, 2007 include all sold properties. Revenues and
expenses for the year ended December 31, 2006 include only the sold
properties classified as continuing operations at December 31, 2006.
For the year ended December 31, 2006, the P-6 Partnership's Net Income
from Continuing Operations would have decreased by $614,864,
representing a reduction in Net Profits (including oil and gas sales
net of operating expenses) of $847,916, a reduction in depletion of
Net Profits Interests of $227,908, and a reduction in accretion of the
asset retirement obligation of $5,144.
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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 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-5
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME
LIMITED PARTNERSHIP P-6
By: GEODYNE RESOURCES, INC.
General Partner
//a// Dennis R. Neill
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Dennis R. Neill
President
DATE: August 29, 2007
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