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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): July 17, 1996
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-B
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-C
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-D
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-E
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-F
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(Exact name of Registrant as specified in its Articles)
I-B: 0-14657 I-B: 73-1231998
I-C: 0-14658 I-C: 73-1252536
I-D: 0-15831 I-D: 73-1265223
I-E: 0-15832 I-E: 73-1270116
Oklahoma I-F: 0-15833 I-F: 73-1292669
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(State or other (Commission (I.R.S. Employer
jurisdiction of File No.) Identification)
incorporation or
organization)
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
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ITEM 5: OTHER EVENTS
On November 23 and 25, 1994, Geodyne Resources, Inc., the general
partner ("General Partner") of the Geodyne Energy Income Limited
Partnerships I-B, I-C, I-D, I-E, and I-F (collectively, the
"Partnerships"), PaineWebber Incorporated ("PaineWebber"), and certain
other parties were named as defendants in two related lawsuits
alleging misrepresentations made to induce investments in the
Partnerships and asserting causes of action for common law fraud and
deceit and unjust enrichment (Romine v. PaineWebber, Inc. et al., Case
No. 94-CIV-8558, U.S. District Court, Southern District of New York
and Romine v. PaineWebber, Inc. et al., Case No. 94-132844, Supreme
Court of the State of New York, County of New York). The federal
court case was later consolidated with other similar actions (to which
the General Partner is not a party) under the title In Re: PaineWebber
Limited Partnerships' Litigation (the "PaineWebber Partnership Class
Action") and was certified as a class action on May 30, 1995. A class
action notice was mailed on June 7, 1995 to all members of the class.
The federal court action also alleges violations of 18 U.S.C. Sec.
1962(c) and the Securities Exchange Act of 1934. Compensatory and
punitive damages, interest, and costs have been requested in both
matters. PaineWebber has agreed to indemnify the General Partner with
respect to all claims asserted by the plaintiff in the lawsuits
pursuant to that certain Indemnification Agreement dated November 24,
1992 by and between PaineWebber and Samson Investment Company (the
"Indemnification Agreement"). The amended complaint in the federal
action no longer asserts any claim directly against the General
Partner. As a result of the Indemnification Agreement, the General
Partner does not believe that it will be required to pay any damages
or expenses in this matter.
On January 18, 1996, PaineWebber issued a press release
indicating that it had reached an agreement to settle the pending
PaineWebber Partnership Class Action along with a settlement with the
Securities and Exchange Commission (the "SEC") and an agreement to
settle with various state securities regulators. On that date,
PaineWebber paid $125 million into an interest bearing account as part
of a memorandum of understanding in connection with the proposed
settlement (the "Settlement Fund"). The Settlement Fund applies to
claims related to both the Partnerships and certain other investment
programs sold by PaineWebber. In addition, PaineWebber agreed to a
SEC administrative order creating a capped $40 million fund (the "SEC
Claims Fund"), which is to be distributed to eligible limited partners
by an independent administrator (the "Claims Administrator"); a civil
penalty of $5 million leveled by the SEC; and payments aggregating $5
million to state securities administrators. Such settlement is not an
obligation of either the Partnerships or the General Partner and,
accordingly, would not affect the financial statements of the
Partnerships. As a result of the Indemnification Agreement, the
General Partner does not believe that it will be required to pay any
damages or expenses in this matter.
In connection with the PaineWebber Partnership Class Action, on
July 17, 1996 the federal court entered a preliminary order regarding
the settlement proceedings referred to above. Pursuant to that order,
plaintiffs' counsel have undertaken to mail to class members the Class
Settlement Notice (the "Notice") and Proof of Claim. Eligible class
members are generally those who purchased their Units through
PaineWebber on or before December 31, 1992 and who have not (i)
previously opted out of the Class, (ii) previously released
PaineWebber, or (iii) finally adjudicated their claims against
PaineWebber.
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A complete description of the proposed settlement terms is
included in the Notice. As discussed in the Notice a limited
partner's participation in this settlement will not affect the limited
partner's ownership of the units of limited partnership interest in
the Partnerships (the "Units") and does not require the limited
partner to sell or transfer the Units. The limited partner's
participation in the proposed settlement does NOT require the limited
partners to continue to hold the Units.
Plaintiffs' counsel will be responsible for allocating payments
from the $125 million Settlement Fund previously funded by PaineWebber
among eligible limited partners and investors in other unrelated
PaineWebber partnerships in accordance with the settlement. The
amount and date of any payment will vary depending upon many factors
set forth in the Notice. According to the Notice, since the I-D, I-E,
and I-F Partnerships have already achieved "payout," substantially all
of the limited partners in those Partnerships will not be entitled to
payments under the Settlement Fund. It is currently expected that
payments from the Settlement Fund will be made in early 1997.
In addition, eligible limited partners in all Partnerships except
for the I-D, I-E, and I-F Partnerships who held their Units on June 3,
1996 may be entitled to certain additional payments from an escrow
fund to which PaineWebber will make payments through May 30, 2001 if
spot market oil and natural gas prices as reported by the New York
Mercantile Exchange fall below certain thresholds set forth in the
Notice ("Pricing Guarantee"). The threshold prices used in the
Pricing Guarantee are $18 per barrel of oil and $1.80 per Mcf of gas.
Under the Notice, PaineWebber payments, if any, made pursuant to the
Pricing Guarantee will be paid to the limited partners of record on
June 3, 1996 irrespective of whether they subsequently sell/dispose of
their Units to third parties. The Pricing Guarantee does NOT attach
to the Units as an attribute of ownership in the Partnerships and is
not an obligation of either the General Partner or the Partnerships.
A look back provision is also included in the settlement which
may provide additional funds as of January 1, 2001 for eligible
limited partners. Class members who sold their Units prior to June 3,
1996 will not be eligible for payments, if any, due under the Pricing
Guarantee or the look back provision.
Eligible limited partners who wish to participate in the
settlement must timely execute and return a proof of claim by January
17, 1997, which includes a Release, Covenant Not to Sue, and
Acknowledgement, all as more further described in the Notice.
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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 I-B
GEODYNE ENERGY INCOME LIMITED
PARTNERSHIP I-C
GEODYNE ENERGY INCOME LIMITED
PARTNERSHIP I-D
GEODYNE ENERGY INCOME LIMITED
PARTNERSHIP I-E
GEODYNE ENERGY INCOME LIMITED
PARTNERSHIP I-F
By: GEODYNE RESOURCES, INC.
General Partner
DATE: July 30, 1996 /s/ Dennis R. Neill
Dennis R. Neill
President
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