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): October 1, 2007
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
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(Exact name of Registrant as specified in its Charter)
III-E: 0-19010 III-E: 73-1367188
Oklahoma III-F: 0-19102 III-F: 73-1377737
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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 October 1, 2007, the Geodyne Energy Income Limited Partnership III-E
and Geodyne Energy Income Limited Partnership III-F (the "Partnerships") sold
their interests in 133.75 gross non-producing acres located in Brooks County,
Texas to Goldston Oil Corporation ("Goldston"). The non-producing acreage had no
remaining carrying value as the property was previously impaired. The net sales
proceeds were approximately $465,000 and $391,000, respectively, to the III-E
and III-F Partnerships.
The proceeds from the sales 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 sales will continue through
at least early 2008.
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
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
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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 III-E and III-F Partnerships' net assets of $13,013,493 and
$10,981,626, respectively, at June 30, 2007.
Pro forma unaudited financial information - The non-producing acreage had
no remaining carrying value as the property was previously impaired.
Therefore, no pro forma adjustments are required to illustrate the effects
of the Goldston sale as described in Item 2 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.
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-E
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
By: GEODYNE RESOURCES, INC.
General Partner
//s// Dennis R. Neill
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Dennis R. Neill
President
DATE: October 5, 2007
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