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): November 15, 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
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6
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(Exact name of Registrant as specified in its Charter)
P-1: 0-17800 P-1: 73-1330245
P-3: 0-18306 P-3: 73-1336573
P-1: Texas P-4: 0-18308 P-4: 73-1341929
P-3 through P-6: P-5: 0-18637 P-5: 73-1353774
Oklahoma 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-4 (the "P-4 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 September 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 September 30, 2007:
P-1 $7,387,673
P-3 10,866,778
P-4 5,277,896
P-5 6,942,117
P-6 11,306,967
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Pro forma unaudited financial information - A limited number of pro forma
adjustments are required to illustrate the effects of the November 14 and
15, 2007 Oil and Gas Clearinghouse auction (the "November 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) November 2007 Auction
The P-1 Partnership's net fair value of its Net Profits Interests sold
in the November Auction was $198,378 as of September 30, 2007. The net
sales proceeds were approximately $156,000.
For the nine months ended September 30, 2007, the P-1 Partnership's
total revenues and operating expenses would have been reduced by
$56,899 and $129, respectively. Under liquidation accounting,
discontinued operations are no longer presented. Revenues and expenses
for the nine months ended September 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 $24,040,
representing a reduction in Net Profits (including oil and gas sales
net of operating expenses) of $24,147, a reduction in depletion of Net
Profits Interests of $56, and a reduction in accretion of the asset
retirement obligation of $51.
(b) Cumulative Effect
The paragraphs below give effect to the sale of producing properties
at the November Auction, and the October, 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.
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For the nine months ended September 30, 2007, the P-1 Partnership's
total revenues and operating expenses would have been reduced by
$536,823 and $1,718, respectively. Under liquidation accounting,
discontinued operations are no longer presented. Revenues and expenses
for the nine months ended September 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 $192,659,
representing a reduction in Net Profits (including oil and gas sales
net of operating expenses) of $224,176, a reduction in depletion of
Net Profits Interests of $30,649, and a reduction in accretion of the
asset retirement obligation of $868.
(2) P-3 Partnership
(a) November 2007 Auction
The P-3 Partnership's net fair value of its Net Profits Interests sold
in the November Auction was $378,352 as of September 30, 2007. The net
sales proceeds were approximately $293,000.
For the nine months ended September 30, 2007, the P-3 Partnership's
total revenues and operating expenses would have been reduced by
$122,016 and $370, respectively. Under liquidation accounting,
discontinued operations are no longer presented. Revenues and expenses
for the nine months ended September 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 $47,806,
representing a reduction in Net Profits (including oil and gas sales
net of operating expenses) of $50,150, a reduction in depletion of Net
Profits Interests of $2,167, and a reduction in accretion of the asset
retirement obligation of $177.
(b) Cumulative Effect
The paragraphs below give effect to the sale of producing properties
at the November Auction, and the October, August and May 2007 auctions
described in previous 8-K
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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 nine months ended September 30, 2007, the P-3 Partnership's
total revenues and operating expenses would have been reduced by
$882,797 and $4,181, respectively. Under liquidation accounting,
discontinued operations are no longer presented. Revenues and expenses
for the nine months ended September 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 $485,868,
representing a reduction in Net Profits (including oil and gas sales
net of operating expenses) of $552,746, a reduction in depletion of
Net Profits Interests of $63,968, and a reduction in accretion of the
asset retirement obligation of $2,910.
(3) P-4 Partnership
(a) November 2007 Auction
The P-4 Partnership's net fair value of its Net Profits Interests sold
in the November Auction was $357,521 as of September 30, 2007. The net
sales proceeds were approximately $285,000.
For the nine months ended September 30, 2007, the P-4 Partnership's
total revenues and operating expenses would have been reduced by
$101,772 and $221, respectively. Under liquidation accounting,
discontinued operations are no longer presented. Revenues and expenses
for the nine months ended September 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-4 Partnership's Net Income
from Continuing Operations would have decreased by $38,818,
representing a reduction in Net Profits (including oil and gas sales
net of operating expenses) of $40,258, a reduction in depletion of Net
Profits Interests of $1,361, and a reduction in accretion of the asset
retirement obligation of $79.
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(b) Cumulative Effect
The paragraphs below give effect to the sale of producing properties
at the November Auction, and the October, 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 nine months ended September 30, 2007, the P-4 Partnership's
total revenues and operating expenses would have been reduced by
$509,947 and $3,782, respectively. Under liquidation accounting,
discontinued operations are no longer presented. Revenues and expenses
for the nine months ended September 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-4 Partnership's Net Income
from Continuing Operations would have decreased by $720,164,
representing a reduction in Net Profits (including oil and gas sales
net of operating expenses) of $779,132, a reduction in depletion of
Net Profits Interests of $55,564, and a reduction in accretion of the
asset retirement obligation of $3,404.
(4) P-5 Partnership
(a) November 2007 Auction
The P-5 Partnership's net fair value of its Net Profits Interests sold
in the November Auction was $762,984 as of September 30, 2007. The net
sales proceeds were approximately $1,491,000.
For the nine months ended September 30, 2007, the P-5 Partnership's
total revenues and operating expenses would have been reduced by
$201,350 and $1,468, respectively. Under liquidation accounting,
discontinued operations are no longer presented. Revenues and expenses
for the nine months ended September 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 $160,583,
representing a reduction in Net Profits (including oil and gas sales
net of operating
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expenses) of $180,512, a reduction in depletion of Net Profits
Interests of $19,020, and a reduction in accretion of the asset
retirement obligation of $909.
(b) Cumulative Effect
The paragraphs below give effect to the sale of producing properties
at the November Auction, and the October and August 2007 auctions
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 nine months ended September 30, 2007, the P-5 Partnership's
total revenues and operating expenses would have been reduced by
$327,953 and $8,134, respectively. Under liquidation accounting,
discontinued operations are no longer presented. Revenues and expenses
for the nine months ended September 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 $144,003,
representing a reduction in Net Profits (including oil and gas sales
net of operating expenses) of $350,811, a reduction in depletion of
Net Profits Interests of $203,052, and a reduction in accretion of the
asset retirement obligation of $3,756.
(5) P-6 Partnership
(a) November 2007 Auction
The P-6 Partnership's net fair value of its Net Profits Interests sold
in the November Auction was $600,594 as of September 30, 2007. The net
sales proceeds were approximately $868,000.
For the nine months ended September 30, 2007, the P-6 Partnership's
total revenues and operating expenses would have been reduced by
$124,314 and $1,349, respectively. Under liquidation accounting,
discontinued operations are no longer presented. Revenues and expenses
for the nine months ended September 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.
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For the year ended December 31, 2006, the P-6 Partnership's Net Income
from Continuing Operations would have decreased by $120,728,
representing a reduction in Net Profits (including oil and gas sales
net of operating expenses) of $138,182, a reduction in depletion of
Net Profits Interests of $16,514, and a reduction in accretion of the
asset retirement obligation of $940.
(b) Cumulative Effect
The paragraphs below give effect to the sale of producing properties
at the November Auction, and the September, August, and July 2007
auctions described in previous 8-K filings, and other miscellaneous
property sales that occurred in May and October 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 nine months ended September 30, 2007, the P-6 Partnership's
total revenues and operating expenses would have been reduced by
$719,774 and $17,047, respectively. Under liquidation accounting,
discontinued operations are no longer presented. Revenues and expenses
for the nine months ended September 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 $874,611,
representing a reduction in Net Profits (including oil and gas sales
net of operating expenses) of $1,149,489, a reduction in depletion of
Net Profits Interests of $262,508, and a reduction in accretion of the
asset retirement obligation of $12,370.
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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
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME
LIMITED PARTNERSHIP P-6
By: GEODYNE RESOURCES, INC.
General Partner
//s// Dennis R. Neill
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Dennis R. Neill
President
DATE: December 6, 2007
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