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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): January 18, 1996
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 Articles)
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 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 October 26, 1994, Geodyne Resources, Inc. ("Resources") and
the Registrants (the "Partnerships") among other parties, were named
as defendants in a lawsuit alleging causes of action based on fraud,
negligent misrepresentation, breach of fiduciary duty, breach of
implied covenant, and breach of contract in connection with the offer
and sale of units in the Partnerships. (Sidney Neidick, et al. v.
Geodyne Resources, Inc., et al, Case No. 94-052860, District Court of
Harris County, Texas.) The plaintiffs' petition alleged that the
lawsuit was being brought as a class action on behalf of the investors
who purchased units in the Partnerships. On June 7, 1995, Resources
and the Partnerships were dismissed without prejudice as defendants in
the matter. In addition, on June 7, 1995, the matter was certified as
a class action. A class action notice was mailed on June 7, 1995 to
all limited partners in the Partnerships who are members of the class.
PaineWebber Incorporated ("PaineWebber") has agreed to indemnify
Resources and the Partnerships and their affiliates with respect to
all claims asserted by the plaintiffs in the lawsuit pursuant to that
certain Indemnification Agreement dated November 24, 1992 by and
between PaineWebber and Samson Investment Company, the parent of
Resources (the "Indemnification Agreement") in the event Resources or
the Partnerships are rejoined in the matter at a latter time. As a
result of both the dismissal and the Indemnification Agreement,
management does not believe that either the Partnerships or Resources
will be required to pay any damages or expenses in this matter.
On November 23 and 25, 1994, Resources, 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
Resources is not a party) under the title In Re: PaineWebber Limited
Partnerships Litigation and was certified as a class action on May 30,
1995 (the PaineWebber Partnership Class Action"). A class action
notice was mailed on June 7, 1995 to all members of the class. The
PaineWebber Partnership Class Action also alleges violations of 18
U.S.C. Section 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
Resources with respect to all claims asserted by the plaintiff in the
lawsuits pursuant to the Indemnification Agreement. The amended
complaint in the PaineWebber Partnership Class Action no longer
asserts any claim directly against Resources. As a result of the
Indemnification Agreement, Resources 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 both the pending
PaineWebber Partnership Class Action matter referred to above and the
Neidick matter referred to above, along with a settlement with the
Securities and Exchange Commission (the "SEC") and an agreement to
settle with various state securities regulators. The press release
issued by PaineWebber, a copy of which is filed as Exhibit 99.1 to
this Form 8-K, indicates that the parties have agreed to a class
action settlement of $125 million and other non-cash consideration; a
SEC administrative order creating a capped $40 million fund; a civil
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penalty of $5 million leveled by the SEC; and payments aggregating $5
million to state securities administrators. The dollar amounts
referred to in the press release apply to both the Partnerships and
other direct investment programs sold by PaineWebber. As of the date
of this Form 8-K, PaineWebber has not informed management of the
Partnerships of the portion of such settlement that would be
applicable to the Partnerships. Details of PaineWebber's settlement,
as applicable to the Partnerships, will be supplemented in future
filings made by the Partnerships with the SEC.
ITEM 7: EXHIBITS
99.1 Press Release issued by PaineWebber Group Inc. on January
18, 1996
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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 PROPERTIES, INC.
General Partner
//s// Dennis R. Neill
DATE: February 20, 1996 ______________________________
Dennis R. Neill
Sr. Vice President
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EXHIBIT 99.1
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Public Relations
PaineWebber Incorporated
1200 Harbor Blvd.
Weehawken, NJ 07087
201 902-6775
201 902-6225 Fax
PaineWebber
For Immediate Release
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Contact: Sarah Luke or Susan Thomson
(212) 713-8391
PAINEWEBBER ANNOUNCES FINAL RESOLUTION OF
LIMITED PARTNERSHIP ISSUES
NEW YORK, January 18, 1996 -- Paine Webber Group Inc. (NYSE: PWJ)
today announced a series of actions that, taken together, will
constitute a final and comprehensive resolution of the issues related
to the firm's sale of public proprietary limited partnerships in the
1980s and early 1990s. Those actions include:
* An agreement to settle all pending class actions;
* A settlement with the Securities and Exchange Commission (SEC);
and
* An agreement to settle with the various state regulators.
Terms of the Settlements
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The agreements announced today include a class action settlement
of $125 million and other non-cash consideration; an SEC
administrative order creating a capped $40 million fund; a civil
penalty of $5 million levied by the SEC; and payments aggregating $5
million to state securities administrators. In addition, PaineWebber
has paid claims that approximate $120 million over the past several
years primarily through the firm's pre-existing Early Dispute
Resolution processes, with commitments to pay $7.5 million of
additional investor claims, all as reflected in the SEC's
administrative order.
PaineWebber's previously-announced pre-tax charge of $200 million
in the second quarter of 1995 will cover the costs of resolving all
these limited partnership claims, with the exception of certain
administrative expenses related to the settlements and their
implementation. PaineWebber will take a fourth quarter 1995 pre-tax
charge of $30 million to cover these additional expenses. The
difference between the $230 million in pre-tax charges and the total
sums 1) paid or to be paid to settle client claims ($292.5 million);
2) to be paid to the SEC and various state regulators ($10 million);
and 3) reserves for administrative expenses ($30 million), principally
represents monies already paid in prior periods to clients and for
related expenses.
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In a separate release, issued today, PaineWebber announced its
financial results for the fourth quarter and full year 1995.
As part of the SEC settlement, PaineWebber will retain an
independent consultant to review the firm's policies and procedures
concerning retail brokerage operations and the dissemination of sales
and marketing materials. In addition, a committee of PaineWebber
Incorporated's Board of Directors will oversee policies related to the
firm's compliance efforts, and monitor the implementation of any
recommendations by the consultant.
Resolution of Limited Partnership Issues
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Announcing the comprehensive resolution of limited partnership
issues, PaineWebber Chairman and Chief Executive Officer Donald Marron
commented:
"In addressing this matter over the past few years,
culminating in our announcement today, we pursued two
overriding objectives -- first, to resolve the issues raised
by clients and regulators responsibly and cooperatively;
and, second, to do everything we can to ensure that similar
issues do not recur. We have now achieved both of these
objectives, fulfilled our commitments to clients, and put
this matter behind us.
"We accept our full share of responsibility for the
situation that arose in connection with certain limited
partnerships sold in the 1980s and early 1990s, and we
deeply regret the deficiencies in certain past practices --
as well as the unauthorized and unacceptable behavior of a
small number of employees -- that led to these issues."
The company said, starting in the early 1990s, it had developed
advanced compliance and oversight practices, in order to enhance
safeguards for its clients. Among the many changes instituted, in
this regard, have been the enhancement of an Early Dispute Resolution
process for the prompt and fair resolution of legitimate client
concerns; the adoption of new guidelines for the management and
supervision of the firm's retail network; the development and
implementation of the Trade Monitoring System, which rapidly analyzes
trading data and provides Branch Managers with an effective
supervisory tool; increased legal and compliance staffing; and
modified compensation practices to reinforce the alignment of
interests between the firm's Investment Executives and its clients.
These efforts demonstrate the firm's commitment to industry leadership
on compliance issues.
"With these partnership issues now behind us, and our strong
operating performance discussed in our earnings release, we look to
the future with great confidence in the prospects for this firm and
its people," Mr. Marron concluded.
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