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): 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 P-5: 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 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
Geodyne Institutional/Pension Energy Income Limited Partnership P-3 (the
"P-3 Partnership"), the Geodyne Institutional/Pension Energy Income Limited
Partnership P-4 (the "P-4 Partnership"), and the Geodyne
Institutional/Pension Energy Income Limited Partnership P-5 (the "P-5
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-4 5,130,225
P-5 6,649,211
Pro forma unaudited financial information - A limited number of pro forma
adjustments are required to illustrate the effects of the October 10, 2007
Oil and Gas Clearinghouse auction (the "October Auction") on the Combined
Unaudited
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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) October 2007 Auction
The P-1 Partnership's net fair value of its Net Profits Interests sold
in the October Auction was $288,705 as of June 30, 2007. The net sales
proceeds were approximately $317,000.
For the six months ended June 30, 2007, the P-1 Partnership's total
revenues and operating expenses would have been reduced by $38,490 and
$178, respectively.
For the year ended December 31, 2006, the P-1 Partnership's Net Income
from Continuing Operations would have decreased by $108,325,
representing a reduction in Net Profits (including oil and gas sales
net of operating expenses) of $123,346, a reduction in depletion of
Net Profits Interests of $14,865, and a reduction in accretion of the
asset retirement obligation of $156.
(b) Cumulative Effect
The paragraphs below give effect to the sale of producing properties
at the October Auction, the August and May 2007 auctions described in
previous 8-K filings, and other miscellaneous property sales that
occurred in July and September 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 $330,176
and $1,291, 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
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have decreased by $168,619, representing a reduction in Net Profits
(including oil and gas sales net of operating expenses) of $200,029, a
reduction in depletion of Net Profits Interests of $30,593, and a
reduction in accretion of the asset retirement obligation of $817.
(2) P-3 Partnership
(a) October 2007 Auction
The P-3 Partnership's net fair value of its Net Profits Interests sold
in the October Auction was $878,344 as of June 30, 2007. The net sales
proceeds were approximately $879,000.
For the six months ended June 30, 2007, the P-3 Partnership's total
revenues and operating expenses would have been reduced by $139,837
and $1,342, 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 $336,284,
representing a reduction in Net Profits (including oil and gas sales
net of operating expenses) of $379,215, a reduction in depletion of
Net Profits Interests of $41,280, and a reduction in accretion of the
asset retirement obligation of $1,651.
(b) Cumulative Effect
The paragraphs below give effect to the sale of producing properties
at the October Auction, the August and May 2007 auctions described in
previous 8-K filings, and other miscellaneous property sales that
occurred in July and September 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-3 Partnership's total
revenues and operating expenses would have been reduced by $518,284
and $2,929, 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,
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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 $438,062,
representing a reduction in Net Profits (including oil and gas sales
net of operating expenses) of $502,596, a reduction in depletion of
Net Profits Interests of $61,801, and a reduction in accretion of the
asset retirement obligation of $2,733.
(3) P-4 Partnership
(a) October 2007 Auction
The P-4 Partnership's net fair value of its Net Profits Interests sold
in the October Auction was $852,901 as of June 30, 2007. The net sales
proceeds were approximately $955,000.
For the six months ended June 30, 2007, the P-4 Partnership's total
revenues and operating expenses would have been reduced by $114,529
and $709, respectively.
For the year ended December 31, 2006, the P-4 Partnership's Net Income
from Continuing Operations would have decreased by $266,165,
representing a reduction in Net Profits (including oil and gas sales
net of operating expenses) of $298,354, a reduction in depletion of
Net Profits Interests of $31,791, and a reduction in accretion of the
asset retirement obligation of $398.
(b) Cumulative Effect
The paragraphs below give effect to the sale of producing properties
at the October Auction and the September and July 2007 auctions
described in previous 8-K filings. 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-4 Partnership's total
revenues and operating expenses would have been reduced by $294,825
and $3,169, 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,
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2006 include only the sold properties classified as continuing
operations at December 31, 2006.
For the year ended December 31, 2006, the P-4 Partnership's Net Income
from Continuing Operations would have decreased by $681,346,
representing a reduction in Net Profits (including oil and gas sales
net of operating expenses) of $738,874, a reduction in depletion of
Net Profits Interests of $54,203, and a reduction in accretion of the
asset retirement obligation of $3,325.
(4) P-5 Partnership
(a) October 2007 Auction
The P-5 Partnership's net fair value of its Net Profits Interests sold
in the October Auction was $112,832 as of June 30, 2007. The net sales
proceeds were approximately $281,000.
For the six months ended June 30, 2007, the P-5 Partnership's total
revenues and operating expenses would have been reduced by $21,732 and
$83, 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 decreased by $28,405,
representing a reduction in Net Profits (including oil and gas sales
net of operating expenses) of $29,407, a reduction in depletion of Net
Profits Interests of $988, and a reduction in accretion of the asset
retirement obligation of $14.
(b) Cumulative Effect
The paragraphs below give effect to the sale of producing properties
at the October Auction, the August 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-5 Partnership's total
revenues and operating expenses would
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have been reduced by $88,718 and $6,179, 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 $16,580,
representing an increase in Net Profits (including oil and gas sales
net of operating expenses) of $170,299, an increase in depletion of
Net Profits Interests of $184,032, and an increase in accretion of the
asset retirement obligation of $2,847.
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 31, 2007
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