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): September 12, 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
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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
Oklahoma II-D: 0-16980 II-D: 73-1329761
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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
As described in the Current Report on Form 8-K dated September 18,
2007, the Geodyne Energy Income Limited Partnership II-A, Geodyne Energy Income
Limited Partnership II-B, Geodyne Energy Income Limited Partnership II-C, and
Geodyne Energy Income Limited Partnership II-D (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 on September 12, 2007.
Samson Resources Company, an affiliate of the General Partner, purchased
properties from the II-A, II-C, and II-D Partnerships through the competitive
bidding process at the auction for total net proceeds of approximately $46,000,
$14,000, and $156,000, respectively. The Madsen 1-21 and Madsen 1-9 properties
failed to attain the minimum bid set forth at auction, but were sold to the high
bidder, Matrix Production Company, on September 25, 2007 following additional
negotiations (the "Madsen Sale"). The II-A Partnership owned an interest in the
Madsen Sale. The combined net proceeds from the September 12, 2007 auction and
the Madsen Sale, including sales to affiliated entities, 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 29 California, 6 156,136 490,345 $3,088,206 $2,859,000
North Dakota,
Utah, and
Wyoming
II-B 19 California, 3 237,858 784,274 5,165,871 4,916,000
Utah,and
Wyoming
II-C 68 California, 11 102,310 417,932 2,400,781 2,216,000
Montana,
North Dakota,
Utah, and
Wyoming
II-D 49 California, 8 77,130 1,124,914 4,238,363 3,512,000
Montana,
North Dakota,
and Wyoming
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.
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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 October 3, 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
By: GEODYNE RESOURCES, INC.
General Partner
//s// Dennis R. Neill
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Dennis R. Neill
President
DATE: October 1, 2007
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