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): December 13, 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
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
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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
II-D: 0-16980 II-D: 73-1329761
II-E: 0-17320 II-E: 73-1324751
II-F: 0-17799 II-F: 73-1330632
II-G: 0-17802 II-G: 73-1336572
Oklahoma II-H: 0-18305 II-H: 73-1342476
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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, the General Partner (Geodyne Resources,
Inc.) mailed a notice to the limited partners announcing that the Geodyne
Energy Income Limited Partnership II-A (the "II-A Partnership"), the
Geodyne Energy Income Limited Partnership II-B (the "II-B Partnership"),
the Geodyne Energy Income Limited Partnership II-C (the "II-C
Partnership"), the Geodyne Energy Income Limited Partnership II-D (the
"II-D Partnership"), the Geodyne Energy Income Limited Partnership II-E
(the "II-E Partnership"), the Geodyne Energy Income Limited Partnership
II-F (the "II-F Partnership"), the Geodyne Energy Income Limited
Partnership II-G (the "II-G Partnership"), and the Geodyne Energy Income
Limited Partnership II-H (the "II-H 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:
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II-A $23,456,348
II-B 17,354,629
II-C 9,714,249
II-D 19,127,061
II-E 10,314,760
II-F 11,400,620
II-G 24,222,681
II-H 5,724,801
Pro forma unaudited financial information - A limited number of pro forma
adjustments are required to illustrate the effects of the December 12 and
13, 2007 Oil and Gas Clearinghouse auction (the "December 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) II-A Partnership
(a) December 2007 Auction
The II-A Partnership's net fair value of its oil and gas properties
sold in the December Auction was $2,559,745 as of September 30, 2007.
The net sales proceeds were approximately $3,773,000.
For the nine months ended September 30, 2007, the II-A Partnership's
total revenues and operating expenses would have been reduced by
$681,542 and $149,195, 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 II-A Partnership's Net
Income from Continuing Operations would have decreased by $684,209,
representing a reduction in oil and gas sales of $1,043,794, a
reduction in operating expenses of $278,215, a reduction in
depreciation, depletion, and amortization ("DD&A") of oil and gas
properties of $78,680, and a reduction in accretion of the asset
retirement obligation of $2,690.
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(b) Cumulative Effect
The paragraphs below give effect to the sale of producing properties
at the December Auction and the July, August, September, October, and
November 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 II-A Partnership's
total revenues and operating expenses would have been reduced by
$4,292,798 and $1,205,834, 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 II-A Partnership's Net
Income from Continuing Operations would have decreased by $3,984,215,
representing a reduction in oil and gas sales of $5,598,197, a
reduction in operating expenses of $1,385,263, a reduction in DD&A of
oil and gas properties of $198,902, and a reduction in accretion of
the asset retirement obligation of $29,817.
(2) II-B Partnership
(a) December 2007 Auction
The II-B Partnership's net fair value of its oil and gas properties
sold in the December Auction was $3,459,226 as of September 30, 2007.
The net sales proceeds were approximately $5,040,000.
For the nine months ended September 30, 2007, the II-B Partnership's
total revenues and operating expenses would have been reduced by
$953,413 and $222,317, respectively.
For the year ended December 31, 2006, the II-B Partnership's Net
Income from Continuing Operations would have decreased by $990,531,
representing a reduction in oil and gas sales of $1,497,032, a
reduction in operating expenses of $398,870, a reduction in DD&A of
oil and gas properties of $103,374, and a reduction in accretion of
the asset retirement obligation of $4,257.
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(b) Cumulative Effect
The paragraphs below give effect to the sale of producing properties
at the December Auction and the July, August, September, October and
November 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 II-B Partnership's
total revenues and operating expenses would have been reduced by
$3,104,110 and $930,222, 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 II-B Partnership's Net
Income from Continuing Operations would have decreased by $3,037,251,
representing a reduction in oil and gas sales of $4,510,276, a
reduction in operating expenses of $1,295,925, a reduction in DD&A of
oil and gas properties of $166,406, and a reduction in accretion of
the asset retirement obligation of $10,694.
(3) II-C Partnership
(a) December 2007 Auction
The II-C Partnership's net fair value of its oil and gas properties
sold in the December Auction was $1,977,744 as of September 30, 2007.
The net sales proceeds were approximately $2,470,000.
For the nine months ended September 30, 2007, the II-C Partnership's
total revenues and operating expenses would have been reduced by
$516,719 and $109,777, respectively.
For the year ended December 31, 2006, the II-C Partnership's Net
Income from Continuing Operations would have decreased by $513,499,
representing a reduction in oil and gas sales of $744,464, a reduction
in operating expenses of $183,668, a reduction in DD&A of oil and gas
properties of $45,231, and a reduction in accretion of the asset
retirement obligation of $2,066.
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(b) Cumulative Effect
The paragraphs below give effect to the sale of producing properties
at the December Auction and the July, August, September, October, and
November 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 II-C Partnership's
total revenues and operating expenses would have been reduced by
$1,599,812 and $424,650, 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 II-C Partnership's Net
Income from Continuing Operations would have decreased by $1,728,332,
representing a reduction in oil and gas sales of $2,488,659, a
reduction in operating expenses of $662,823, a reduction in DD&A of
oil and gas properties of $91,104, and a reduction in accretion of the
asset retirement obligation of $6,400.
(4) II-D Partnership
(a) December 2007 Auction
The II-D Partnership's net fair value of its oil and gas properties
sold in the December Auction was $1,144,680 as of September 30, 2007.
The net sales proceeds were approximately $1,069,000.
For the nine months ended September 30, 2007, the II-D Partnership's
total revenues and operating expenses would have been reduced by
$292,080 and $62,779, respectively.
For the year ended December 31, 2006, the II-D Partnership's Net
Income from Continuing Operations would have decreased by $263,438,
representing a reduction in oil and gas sales of $366,965, a reduction
in operating expenses of $98,099, a reduction in DD&A of oil and gas
properties of $4,127, and a reduction in accretion of the asset
retirement obligation of $1,301.
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(b) Cumulative Effect
The paragraphs below give effect to the sale of producing properties
at the December Auction and the July, August, September, October, and
November 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 II-D Partnership's
total revenues and operating expenses would have been reduced by
$3,048,033 and $823,667, 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 II-D Partnership's Net
Income from Continuing Operations would have decreased by $3,212,017,
representing a reduction in oil and gas sales of $4,590,815, a
reduction in operating expenses of $1,058,097, a reduction in DD&A of
oil and gas properties of $301,858, and a reduction in accretion of
the asset retirement obligation of $18,843.
(5) II-E Partnership
(a) December 2007 Auction
The II-E Partnership's net fair value of its oil and gas properties
sold in the December Auction was $715,826 as of September 30, 2007.
The net sales proceeds were approximately $1,073,000.
For the nine months ended September 30, 2007, the II-E Partnership's
total revenues and operating expenses would have been reduced by
$226,215 and $33,774, 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 II-E Partnership's Net
Income from Continuing Operations would have decreased by $210,378,
representing a reduction in oil and gas sales of $313,658, a reduction
in operating expenses of $83,366, a reduction in DD&A of oil and gas
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properties of $19,225, and a reduction in accretion of the asset
retirement obligation of $689.
(b) Cumulative Effect
The paragraphs below give effect to the sale of producing properties
at the December Auction, and the May, July, August, and November 2007
auctions described in previous 8-K filings, and other miscellaneous
property sales that occurred in September 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 II-E Partnership's
total revenues and operating expenses would have been reduced by
$1,415,194 and $289,848, 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 II-E Partnership's Net
Income from Continuing Operations would have decreased by $1,450,340,
representing a reduction in oil and gas sales of $2,217,861, a
reduction in operating expenses of $663,019, a reduction in DD&A of
oil and gas properties of $99,559, and a reduction in accretion of the
asset retirement obligation of $4,943.
(6) II-F Partnership
(a) December 2007 Auction
The II-F Partnership's net fair value of its oil and gas properties
sold in the December Auction was $1,853,658 as of September 30, 2007.
The net sales proceeds were approximately $2,727,000.
For the nine months ended September 30, 2007, the II-F Partnership's
total revenues and operating expenses would have been reduced by
$496,618 and $74,230, 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 II-F Partnership's Net
Income from Continuing Operations would have decreased by $497,173,
representing a reduction in oil and gas sales of $648,730, a reduction
in operating expenses of $115,288, a reduction in DD&A of oil and gas
properties of $35,279, and a reduction in accretion of the asset
retirement obligation of $990.
(b) Cumulative Effect
The paragraphs below give effect to the sale of producing properties
at the December Auction, and the May, August, October, and November
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 nine months ended September 30, 2007, the II-F Partnership's
total revenues and operating expenses would have been reduced by
$1,591,338 and $268,766, 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 II-F Partnership's Net
Income from Continuing Operations would have decreased by $974,054,
representing a reduction in oil and gas sales of $1,427,625, a
reduction in operating expenses of $351,496, a reduction in DD&A of
oil and gas properties of $98,346, and a reduction in accretion of the
asset retirement obligation of $3,729.
(7) II-G Partnership
(a) December 2007 Auction
The II-G Partnership's net fair value of its oil and gas properties
sold in the December Auction was $4,135,244 as of September 30, 2007.
The net sales proceeds were approximately $6,072,000.
For the nine months ended September 30, 2007, the II-G Partnership's
total revenues and operating expenses would have been reduced by
$1,048,163 and $157,368, respectively. Under liquidation accounting,
discontinued operations are no longer presented. Revenues and expenses
for the nine
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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 II-G Partnership's Net
Income from Continuing Operations would have decreased by $1,044,493,
representing a reduction in oil and gas sales of $1,365,476, a
reduction in operating expenses of $243,082, a reduction in DD&A of
oil and gas properties of $75,821, and a reduction in accretion of the
asset retirement obligation of $2,080.
(b) Cumulative Effect
The paragraphs below give effect to the sale of producing properties
at the December Auction, and the May, August, October, and November
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 nine months ended September 30, 2007, the II-G Partnership's
total revenues and operating expenses would have been reduced by
$3,396,881 and $578,718, 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 II-G Partnership's Net
Income from Continuing Operations would have decreased by $2,100,318,
representing a reduction in oil and gas sales of $3,082,718, a
reduction in operating expenses of $761,303, a reduction in DD&A of
oil and gas properties of $212,928, and a reduction in accretion of
the asset retirement obligation of $8,169.
(8) II-H Partnership
(a) December 2007 Auction
The II-H Partnership's net fair value of its oil and gas properties
sold in the December Auction was $816,066 as of September 30, 2007.
The net sales proceeds were approximately $1,291,000.
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For the nine months ended September 30, 2007, the II-H Partnership's
total revenues and operating expenses would have been reduced by
$245,805 and $37,155, 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 II-H Partnership's Net
Income from Continuing Operations would have decreased by $244,977,
representing a reduction in oil and gas sales of $320,075, a reduction
in operating expenses of $57,085, a reduction in DD&A of oil and gas
properties of $17,522, and a reduction in accretion of the asset
retirement obligation of $491.
(b) Cumulative Effect
The paragraphs below give effect to the sale of producing properties
at the December Auction, the May, August, October, and November 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 nine months ended September 30, 2007, the II-H Partnership's
total revenues and operating expenses would have been reduced by
$813,891 and $140,613, 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 II-H Partnership's Net
Income from Continuing Operations would have decreased by $512,505,
representing a reduction in oil and gas sales of $751,974, a reduction
in operating expenses of $186,285, a reduction in DD&A of oil and gas
properties of $51,105, and a reduction in accretion of the asset
retirement obligation of $2,079.
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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 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
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
By: GEODYNE RESOURCES, INC.
General Partner
//s// Dennis R. Neill
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Dennis R. Neill
President
DATE: December 28, 2007
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