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 10, 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-4
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5
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(Exact name of Registrant as specified in its Charter)
P-1: 0-17800 P-1: 73-1330245
P-1: Texas P-3: 0-18306 P-3: 73-1336573
P-3 through P5: P-4: 0-18308 P-4: 73-1341929
Oklahoma P-5: 0-18637 P-5: 73-1353774
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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 10, 2007, the 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-4, and Geodyne Institutional/Pension Energy Income Limited Partnership P-5
(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 through the competitive bidding process at the auction from
the P-1, P-3, and P-4 Partnerships for total net proceeds of approximately
$263,000, $539,000, and $837,000, 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
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P-1 16 Oklahoma 5 106 95,669 $249,363 $316,000
P-3 38 Oklahoma 8 5,369 315,656 903,422 879,000
P-4 23 Oklahoma 6 494 303,986 728,746 954,000
P-5 44 Arkansas 14 49 33,685 88,747 281,000
and Oklahoma
The transactions are subject to standard auction closing conditions.
The proceeds from the sales, less transaction costs, will be included in
the February 15, 2008 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 October 31, 2007.
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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-4
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME
LIMITED PARTNERSHIP P-5
By: GEODYNE RESOURCES, INC.
General Partner
//s// Dennis R. Neill
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Dennis R. Neill
President
DATE: October 16, 2007
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