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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
Commission File Number:
II-A: 0-16388 II-C: 0-16981 II-E: 0-17320 II-G: 0-17802
II-B: 0-16405 II-D: 0-16980 II-F: 0-17799 II-H: 0-18305
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
----------------------------------------------
(Exact name of Registrant as specified in its Articles)
II-A 73-1295505
II-B 73-1303341
II-C 73-1308986
II-D 73-1329761
II-E 73-1324751
II-F 73-1330632
II-G 73-1336572
Oklahoma II-H 73-1342476
- ------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Two West Second Street, Tulsa, Oklahoma 74103)
---------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (918) 583-1791
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Depositary Units of limited partnership interest
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports)
and (2) has been subject to the filing requirements for the past 90
days. Yes X No
----- -----
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Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (Sec. 229.405 of this chapter)
is not contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
Yes X No (Disclosure is contained herein)
----- -----
The Depositary Units are not publicly traded, therefore,
Registrant cannot compute the aggregate market value of the voting
units held by non-affiliates of the Registrant.
DOCUMENTS INCORPORATED BY REFERENCE: None
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FORM 10-K
TABLE OF CONTENTS
PART I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ITEM 1. BUSINESS . . . . . . . . . . . . . . . . . . . . . 1
ITEM 2. PROPERTIES . . . . . . . . . . . . . . . . . . . . 7
ITEM 3. LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . 27
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF LIMITED
PARTNERS . . . . . . . . . . . . . . . . . . . . . 30
PART II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
ITEM 5. MARKET FOR UNITS AND RELATED LIMITED PARTNER
MATTERS . . . . . . . . . . . . . . . . . . . . . 30
ITEM 6. SELECTED FINANCIAL DATA . . . . . . . . . . . . . 32
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS . . . . . . . 41
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA . . . 69
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE . . . . . . . 69
PART III . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL
PARTNER . . . . . . . . . . . . . . . . . . . . . 69
ITEM 11. EXECUTIVE COMPENSATION . . . . . . . . . . . . . . 72
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT . . . . . . . . . . . . . . . . . . 81
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . . 83
PART IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORM 8-K . . . . . . . . . . . . . . . 85
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . 91
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PART I
ITEM 1. BUSINESS
General
The Geodyne Energy Income Limited Partnership II-A (the "II-A
Partnership"), Geodyne Energy Income Limited Partnership II-B (the
"II-B Partnership"), Geodyne Energy Income Limited Partnership II-C
(the "II-C Partnership"), Geodyne Energy Income Limited Partnership
II-D (the "II-D Partnership"), Geodyne Energy Income Limited
Partnership II-E (the "II-E Partnership"), Geodyne Energy Income
Limited Partnership II-F (the "II-F Partnership"), Geodyne Energy
Income Limited Partnership II-G (the "II-G Partnership"), and Geodyne
Energy Income Limited Partnership II-H (the "II-H Partnership")
(collectively, the "Partnerships") are limited partnerships formed
under the Oklahoma Revised Uniform Limited Partnership Act. Each
Partnership is composed of Geodyne Properties, Inc., a Delaware
corporation, as the general partner, and Geodyne Depositary Company, a
Delaware corporation, as the sole initial limited partner and public
investors as substitute limited partners.
On the dates set forth below, investors who made the aggregate
capital contributions set forth below were admitted as limited
partners (the "Limited Partners") to the Partnerships and the
Partnerships commenced operations.
Limited
Partner
Date of Capital
Partnership Activation Contributions
----------- ----------------- -------------
II-A July 22, 1987 $48,428,300
II-B October 14, 1987 36,171,900
II-C January 14, 1988 15,462,100
II-D May 10, 1988 31,487,800
II-E September 27, 1988 22,882,100
II-F January 5, 1989 17,140,000
II-G April 10, 1989 37,218,900
II-H May 17, 1989 9,171,100
1
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Immediately following activation of each Partnership and in
accordance with its Agreement and Certificate of Limited Partnership
(the "Partnership Agreement"), each Partnership invested as a general
partner in a separate Oklahoma general partnership (sometimes
collectively referred to herein as the "Production Partnership").
Geodyne Production Company, a Delaware corporation, is the managing
partner of the Production Partnerships. Each Partnership's investment
in its related Production Partnership is the sole business and purpose
of each Partnership. Unless the context indicates otherwise, all
references to any single Partnership or all of the Partnerships in
this Annual Report on Form 10-K (the "Annual Report") are references
to the Partnership and the Production Partnership, collectively. In
addition, unless the context indicates otherwise, all references to
the "General Partner" in this Annual Report are references to Geodyne
Properties, Inc., the general partner of the Partnerships, and Geodyne
Production Company, the managing partner of the Production
Partnerships.
The General Partner currently serves as general partner of 29
limited partnerships including the Partnerships. The General Partner
is a wholly-owned subsidiary of Geodyne Resources, Inc. ("Geodyne
Resources"). Geodyne Resources is a wholly-owned subsidiary of Samson
Investment Company. Samson Investment Company and its various
corporate subsidiaries, including the General Partner (collectively,
the "Samson Companies"), are engaged in the production and development
of and exploration for oil and gas reserves and the acquisition and
operation of producing properties. At December 31, 1995, the Samson
Companies owned interests in approximately 18,000 oil and gas wells
located in 19 states of the United States and 3 provinces of Canada.
At December 31, 1995, the Samson Companies operated approximately
3,100 oil and gas wells located in 15 states of the United States, 2
provinces of Canada, Venezuela, and Russia.
The Partnerships are currently engaged in the business of owning
interests in producing oil and gas properties located in the
continental United States. The Partnerships may also engage to a
limited extent in development drilling on producing oil and gas
properties as required for the prudent management of the Partnerships.
As limited partnerships, the Partnerships have no officers,
directors, or employees. They rely instead on the personnel of the
General Partner and the other Samson Companies. As of March 15, 1996,
the Samson Companies employed approximately 830 persons. No employees
are covered by collective bargaining agreements, and management
believes that the Samson Companies provide a sound employee relations
environment. For information regarding the executive officers of the
General Partner, see "Item 10. Directors and Executive Officers of the
General Partner."
2
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The General Partner's and the Partnerships' principal place of
business is located at Samson Plaza, Two West Second Street, Tulsa,
Oklahoma 74103, and their telephone number is (918) 583-1791 or
(800) 283-1791.
Funding
Although the Partnership Agreements permit the Partnerships to
incur borrowings, the Partnerships' operations and expenses are
currently funded out of each Partnership's revenues from oil and gas
sales. The General Partner may, but is not required to, advance funds
to a Partnership for the same purposes for which Partnership
borrowings are authorized.
Principal Products Produced and Services Rendered
The Partnerships' sole business is the production of, and related
incidental development of, oil and natural gas. The Partnerships do
not refine or otherwise process crude oil and condensate. The
Partnerships do not hold any patents, trademarks, licenses, or
concessions and are not a party to any government contracts. The
Partnerships have no backlog of orders and do not participate in
research and development activities. The Partnerships are not
presently encountering shortages of oilfield tubular goods,
compressors, production material, or other equipment.
Competition and Marketing
The oil and gas industry is highly competitive, with a large
number of companies and individuals engaged in the exploration and
development of oil and gas properties. The ability of the
Partnerships to produce and market oil and gas profitably depends on a
number of factors that are beyond the control of the Partnerships.
These factors include worldwide political instability (especially in
oil-producing regions), the supply and price of foreign imports of oil
and gas, the level of consumer product demand (which is heavily
influenced by weather patterns), government regulations and taxes, the
price and availability of alternative fuels, the overall economic
environment, and the availability and capacity of transportation and
processing facilities. The effect of these factors cannot be
accurately predicted or anticipated.
3
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As a general rule, in recent years, worldwide oil production
capacity and gas production capacity in the United States exceeded
demand and resulted in a decline in the average price of oil and gas
in the United States. During the later part of 1994 and 1995,
however, average oil prices in the United States increased. Oil
prices increased from approximately $16.50 per barrel at December 31,
1994 to approximately $18.50 per barrel at December 31, 1995.
Management is unable to predict whether future oil prices will (i)
stabilize, (ii) increase, or (iii) decrease.
Gas sales contract prices have generally declined significantly
since the mid-1980s due to a number of factors, including a nationwide
surplus of gas and increased competition. Competition has increased
among United States gas marketers due to the gas surplus, the partial
deregulation of gas prices, the conversion by major pipelines to open
access transportation, and the lack of strong residential demand for
natural gas during the winter months for the last few years as a
result of warm winters in much of the United States. However, spot
gas prices in the areas where the Partnership's gas is marketed
increased during the later part of 1995 compared to prices received in
the later part of 1994 and the first several months of 1995.
Substantially all of the Partnerships' natural gas reserves are
being sold in the "spot market." Due to the highly competitive nature
of the spot market, prices on the spot market are subject to wide
seasonal and regional pricing fluctuations. In addition, such spot
market sales are generally short-term in nature and are dependent upon
the obtaining of transportation services provided by pipelines.
The Partnerships' spot gas prices increased from approximately
$1.67 per Mcf at December 31, 1994 to approximately $2.00 per Mcf at
December 31, 1995. Such prices were on an MMBTU basis and differ from
the prices actually received by the Partnerships due to transportation
and marketing costs, BTU adjustments, and regional price and quality
differences. Future prices will likely be different from (and may be
lower than) the prices in effect on December 31, 1995. In many past
years, year-end prices have tended to be higher, and in some cases
significantly higher, than the yearly average price actually received
by the Partnerships for at least the year following the year-end
valuation date. Management is unable to predict whether future gas
prices will (i) stabilize, (ii) increase, or (iii) decrease.
Significant Customers
The following customers accounted for ten percent or more of the
Partnerships' oil and gas sales during the year ended December 31,
1995:
4
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Partnership Purchaser Percentage
- ----------- ---------------------------------- ----------
II-A Premier Gas Company ("Premier")(1) 17.7%
Hallwood Petroleum, Inc. ("Hallwood") 15.5%
Amoco Production Company 14.3%
II-B Hallwood 21.0%
Premier 11.7%
II-C Premier 14.9%
II-D Premier 17.5%
II-E Premier 25.8%
II-F Premier 18.1%
Texaco Exploration & Producing,
Inc. ("Texaco") 14.1%
II-G Premier 17.9%
Texaco 13.9%
II-H Premier 17.5%
Texaco 13.7%
- ---------------
(1) Premier was an affiliate of the Partnerships until December 6,
1995. See "Item 11. Executive Compensation."
In the event of interruption of purchases by one or more of the
Partnerships' significant customers or the cessation or material
change in availability of open access transportation by the
Partnerships' pipeline transporters, the Partnerships may encounter
difficulty in marketing their gas and in maintaining historic sales
levels. Management does not expect any of its open access
transporters to seek authorization to terminate their transportation
services. Even if the services were terminated, management believes
that alternatives would be available whereby the Partnerships would be
able to continue to market their natural gas.
The Partnerships' principal customers for crude oil production
are refiners and other companies which have pipeline facilities near
the producing properties of the Partnerships. In the event pipeline
facilities are not conveniently available to production areas, crude
oil is usually trucked by purchasers to storage facilities.
5
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Oil, Gas, and Environmental Control Regulations
Regulation of Production Operations -- The production of oil and
gas is subject to extensive federal and state laws and regulations
governing a wide variety of matters, including the drilling and
spacing of wells, allowable rates of production, prevention of waste
and pollution, and protection of the environment. In addition to the
direct costs borne in complying with such regulations, operations and
revenues may be impacted to the extent that certain regulations limit
oil and gas production to below economic levels.
Regulation of Sales and Transportation of Oil and Natural Gas --
Sales of crude oil and condensate are made by the Partnerships at
market prices and are not subject to price controls. The sale of
natural gas may be subject to both federal and state laws and
regulations, including, but not limited to, the Natural Gas Act of
1938 (the "NGA"), the Natural Gas Policy Act of 1978 (the "NGPA"), and
regulations promulgated by the Federal Energy Regulatory Commission
(the "FERC") under the NGA, the NGPA, and other statutes. The
provisions of the NGA and the NGPA, as well as the regulations
thereunder, are complex and affect all who produce, resell, transport,
or purchase natural gas, including the Partnerships. Although
virtually all of the Partnerships' gas production is not subject to
price regulation, the NGA, NGPA, and FERC regulations affect the
availability of gas transportation services and the ability of gas
consumers to continue to purchase or use gas at current levels.
Accordingly, such regulations may have a material effect on the
Partnerships' operations and projections of future oil and natural gas
production and revenues.
Future Legislation -- Legislation affecting the oil and gas
industry is under constant review for amendment or expansion. Because
such laws and regulations are frequently amended or reinterpreted,
management is unable to predict what additional energy legislation may
be proposed or enacted or the future cost and impact of complying with
existing or future regulations.
Regulation of the Environment -- The Partnerships' operations are
subject to numerous laws and regulations governing the discharge of
materials into the environment or otherwise relating to environmental
protection. Compliance with such laws and regulations, together with
any penalties resulting from noncompliance therewith, may increase the
cost of the Partnerships' operations or may affect the Partnerships'
ability to complete, in a timely fashion, existing or future
activities. Management anticipates that various local, state, and
federal environmental control agencies will have an increasing impact
on oil and gas operations.
6
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Insurance Coverage
The Partnerships are subject to all of the risks inherent in the
exploration for and production of oil and gas including blowouts,
pollution, fires, and other casualties. The Partnerships maintain
insurance coverage as is customary for entities of a similar size
engaged in operations similar to that of the Partnerships, but losses
can occur from uninsurable risks or in amounts in excess of existing
insurance coverage. The occurrence of an event which is not fully
covered by insurance could have a material adverse effect on the
Partnerships' financial position and results of operations.
ITEM 2. PROPERTIES
Well Statistics
The following table sets forth the number of gross and net
productive wells of the Partnerships as of December 31, 1995. The
designation of a well as an oil well or gas well is made by the
General Partner based on the relative amount of oil and gas reserves
for the well. Regardless of a well's oil or gas designation, it may
produce oil, gas, or both oil and gas. As used in this Annual Report,
"Gross Well" refers to a well in which a working interest is owned,
accordingly, the number of gross wells is the total number of wells in
which a working interest is owned. As used in this Annual Report,
"Net Well" refers to the sum of the fractional working interests owned
in gross wells expressed as whole numbers and fractions thereof. For
example, a 15% leasehold interest in a well represents one Gross Well,
but 0.15 Net Well.
Well Statistics
As of December 31, 1995
Number of Gross Wells Number of Net Wells
----------------------- ---------------------------
P/ship Total Oil Gas N/A(1) Total Oil Gas N/A(1)
- ------ ----- --- --- ------ ----- ----- ----- ------
II-A 1,052 297 680 75 68.45 39.18 23.49 5.78
II-B 349 181 118 50 40.38 22.04 13.73 4.61
II-C 448 182 234 32 16.70 4.78 11.37 .55
II-D 351 160 180 11 59.77 27.74 29.76 2.27
II-E 1,353 721 564 68 35.24 16.62 16.93 1.69
II-F 1,288 679 542 67 21.49 6.76 12.72 2.01
II-G 1,288 679 542 67 48.27 14.58 29.29 4.40
II-H 1,288 679 542 67 12.66 3.56 7.97 1.13
- ---------------
(1) Wells which have not been designated as oil or gas.
7
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Drilling Activities
The following table sets forth the number of gross and net wells
in which the Partnerships had an interest that were drilled during the
year ended December 31, 1995. All such wells were development wells
and were completed as producing wells during the year ended
December 31, 1995.
Total Oil Gas N/A(1)
----- --- --- ------
II-A Partnership:
----------------
Gross Wells 1 - 1 -
Net Wells .01 - .01 -
II-E Partnership:
----------------
Gross Wells 2 1 - 1
Net Wells .10 .04 - .06
- ---------------
(1) Wells which have not been designated as oil or gas.
The II-B, II-C, II-D, II-F, II-G, and II-H Partnerships did not drill
any wells during the year ended December 31, 1995. The data included
in this table should not be considered indicative of future
performance, nor should it be assumed that there is necessarily any
correlation between the number of productive wells drilled and the oil
and gas reserves generated thereby.
Oil and Gas Production, Revenue, and Price History
The following tables set forth certain historical information
concerning the oil (including condensates) and natural gas production,
net of all royalties, overriding royalties, and other third party
interests, of the Partnerships, revenues attributable to such
production, and certain price and cost information. Where applicable,
the amounts in the following tables are after the impact of any net
profits interest conveyances the Partnerships may have entered into
with an affiliated partnership. As used in the tables, direct
operating expenses include lease operating expenses and production
taxes. In addition, gas production is converted to oil equivalents at
the rate of six Mcf per barrel, representing the estimated relative
energy content of gas and oil, which rate is not necessarily indica-
tive of the relationship of oil and gas prices. The respective prices
of oil and gas are affected by market and other factors in addition to
relative energy content.
8
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Net Production Data
II-A Partnership
----------------
Year Ended December 31,
----------------------------------
1995 1994 1993
---------- ---------- ----------
Production:
Oil (Bbls) 120,420 150,281 141,868
Gas (Mcf) 1,768,316 2,226,658 1,488,837
Oil and gas sales:
Oil $2,030,710 $2,272,594 $2,378,461
Gas 2,640,845 4,099,355 3,067,171
---------- --------- ---------
Total $4,671,555 $6,371,949 $5,445,632
========= ========= =========
Total direct operating
expenses $1,846,264 $2,383,367 $2,646,187
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 39.5% 37.4% 48.6%
Average sales price:
Per barrel of oil $16.86 $15.12 $16.77
Per Mcf of gas 1.49 1.84 2.06
Direct operating expenses per
equivalent Bbl of oil $ 4.45 $ 4.57 $ 6.78
9
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Net Production Data
II-B Partnership
----------------
Year Ended December 31,
----------------------------------
1995 1994 1993
---------- ---------- ----------
Production:
Oil (Bbls) 81,304 111,099 106,685
Gas (Mcf) 1,205,296 1,649,869 1,329,860
Oil and gas sales:
Oil $1,351,079 $1,683,529 $1,831,941
Gas 1,853,715 3,020,100 2,783,443
--------- --------- ---------
Total $3,204,794 $4,703,629 $4,615,384
========= ========= =========
Total direct operating
expenses $1,524,778 $2,014,972 $1,880,059
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 47.6% 42.8% 40.7%
Average sales price:
Per barrel of oil $16.62 $15.15 $17.17
Per Mcf of gas 1.54 1.83 2.09
Direct operating expenses per
equivalent Bbl of oil $ 5.40 $ 5.22 $ 5.73
10
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Net Production Data
II-C Partnership
----------------
Year Ended December 31,
----------------------------------
1995 1994 1993
---------- ---------- ----------
Production:
Oil (Bbls) 26,383 34,074 32,568
Gas (Mcf) 737,277 975,652 675,399
Oil and gas sales:
Oil $ 446,522 $ 533,966 $ 564,653
Gas 1,073,415 1,755,200 1,331,912
--------- --------- ---------
Total $1,519,937 $2,289,166 $1,896,565
========= ========= =========
Total direct operating
expenses $ 698,645 $ 819,854 $ 731,716
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 46.0% 35.8% 38.6%
Average sales price:
Per barrel of oil $16.92 $15.67 $17.34
Per Mcf of gas 1.46 1.80 1.97
Direct operating expenses per
equivalent Bbl of oil $ 4.68 $ 4.17 $ 5.04
11
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Net Production Data
II-D Partnership
----------------
Year Ended December 31,
----------------------------------
1995 1994 1993
---------- ---------- ----------
Production:
Oil (Bbls) 88,913 93,610 92,253
Gas (Mcf) 1,906,303 2,000,016 1,545,516
Oil and gas sales:
Oil $1,457,580 $1,415,937 $1,523,763
Gas 2,443,936 3,433,223 2,829,861
--------- --------- ---------
Total $3,901,516 $4,849,160 $4,353,624
========= ========= =========
Total direct operating
expenses $2,136,244 $1,735,761 $1,921,386
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 54.8% 35.8% 44.1%
Average sales price:
Per barrel of oil $16.39 $15.13 $16.52
Per Mcf of gas 1.28 1.72 1.83
Direct operating expenses per
equivalent Bbl of oil $ 5.25 $ 4.07 $ 5.49
12
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Net Production Data
II-E Partnership
----------------
Year Ended December 31,
----------------------------------
1995 1994 1993
---------- ---------- ----------
Production:
Oil (Bbls) 63,680 66,656 68,723
Gas (Mcf) 937,469 853,317 752,689
Oil and gas sales:
Oil $1,070,217 $1,029,794 $1,131,063
Gas 1,227,192 1,450,912 1,441,501
--------- --------- ---------
Total $2,297,409 $2,480,706 $2,572,564
========= ========= =========
Total direct operating
expenses $1,148,507 $ 943,898 $ 991,225
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 50.0% 38.0% 38.5%
Average sales price:
Per barrel of oil $16.81 $15.45 $16.46
Per Mcf of gas 1.31 1.70 1.92
Direct operating expenses per
equivalent Bbl of oil $ 5.22 $ 4.52 $ 5.10
13
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Net Production Data
II-F Partnership
----------------
Year Ended December 31,
----------------------------------
1995 1994 1993
---------- ---------- ----------
Production:
Oil (Bbls) 54,773 63,723 61,194
Gas (Mcf) 845,804 833,628 883,094
Oil and gas sales:
Oil $ 882,021 $ 946,186 $ 979,194
Gas 1,146,571 1,370,378 1,657,110
--------- --------- ---------
Total $2,028,592 $2,316,564 $2,636,304
========= ========= =========
Total direct operating
expenses $ 661,659 $ 777,636 $ 681,972
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 32.6% 33.6% 25.9%
Average sales price:
Per barrel of oil $16.10 $14.85 $16.00
Per Mcf of gas 1.36 1.64 1.88
Direct operating expenses per
equivalent Bbl of oil $ 3.38 $ 3.84 $ 3.27
14
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Net Production Data
II-G Partnership
----------------
Year Ended December 31,
----------------------------------
1995 1994 1993
---------- ---------- ----------
Production:
Oil (Bbls) 115,206 134,034 128,280
Gas (Mcf) 1,832,915 1,921,696 1,879,891
Oil and gas sales:
Oil $1,855,886 $1,991,144 $2,053,146
Gas 2,492,201 3,125,632 3,528,075
--------- --------- ---------
Total $4,348,087 $5,116,776 $5,581,221
========= ========= =========
Total direct operating
expenses $1,455,357 $1,827,558 $1,481,029
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 33.5% 35.7% 26.5%
Average sales price:
Per barrel of oil $16.11 $14.86 $16.01
Per Mcf of gas 1.36 1.63 1.88
Direct operating expenses per
equivalent Bbl of oil $ 3.46 $ 4.02 $ 3.35
15
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Net Production Data
II-H Partnership
----------------
Year Ended December 31,
----------------------------------
1995 1994 1993
---------- ---------- ----------
Production:
Oil (Bbls) 26,870 31,241 29,861
Gas (Mcf) 449,854 452,661 471,281
Oil and gas sales:
Oil $ 433,226 $ 464,290 $ 478,012
Gas 609,509 744,596 889,502
--------- --------- ---------
Total $1,042,735 $1,208,886 $1,367,514
========= ========= =========
Total direct operating
expenses $ 358,984 $ 427,693 $ 370,067
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 34.4% 35.4% 27.1%
Average sales price:
Per barrel of oil $16.12 $14.86 $16.01
Per Mcf of gas 1.35 1.64 1.89
Direct operating expenses per
equivalent Bbl of oil $ 3.52 $ 4.01 $ 3.41
Proved Reserves and Net Present Value
The following table sets forth each Partnership's estimated
proved oil and gas reserves and net present value therefrom as of
December 31, 1995. The schedule of quantities of proved oil and gas
reserves was prepared by the General Partner in accordance with the
rules prescribed by the Securities and Exchange Commission (the
"SEC"). Certain reserve information was reviewed by Ryder Scott
Company Petroleum Engineers ("Ryder Scott"), an independent petroleum
engineering firm. As used throughout this Annual Report, "proved
reserves" refers to those estimated quantities of crude oil, natural
gas, and natural gas liquids which geological and engineering data
demonstrate with reasonable certainty to be recoverable in future
years from known oil and gas reservoirs under existing economic and
operating conditions.
16
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<PAGE>
Net present value represents estimated future gross cash flow
from the production and sale of proved reserves, net of estimated oil
and gas production costs (including production taxes, ad valorem
taxes, and operating expenses) and estimated future development costs,
discounted at 10% per annum. Net present value attributable to the
Partnerships' proved reserves was calculated on the basis of current
costs and prices at December 31, 1995. Such prices were not escalated
except in certain circumstances where escalations were fixed and
readily determinable in accordance with applicable contract
provisions. The prices used in calculating the net present value
attributable to the Partnerships' proved reserves do not necessarily
reflect market prices for oil and gas production subsequent to
December 31, 1995. Furthermore, gas prices at December 31, 1995 were
higher than the price used for determining the Partnerships' net
present value of proved reserves for the year ended December 31, 1994.
There can be no assurance that the prices used in calculating the net
present value of the Partnerships' proved reserves at December 31,
1995 will actually be realized for such production.
The process of estimating oil and gas reserves is complex,
requiring significant subjective decisions in the evaluation of
available geological, engineering, and economic data for each
reservoir. The data for a given reservoir may change substantially
over time as a result of, among other things, additional development
activity, production history, and viability of production under
varying economic conditions; consequently, it is reasonably possible
that material revisions to existing reserve estimates may occur in the
near future. Although every reasonable effort has been made to ensure
that the reserve estimates reported herein represent the most accurate
assessment possible, the significance of the subjective decisions
required and variances in available data for various reservoirs make
these estimates generally less precise than other estimates presented
in connection with financial statement disclosures.
Proved Reserves and
Net Present Values
From Proved Reserves
As of December 31, 1995(1)
II-A Partnership:
- ----------------
Estimated proved reserves:
Natural gas (Mcf) 9,603,075
Oil and liquids (Bbls) 700,254
Net present value (discounted at 10% per annum) $12,394,737
17
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II-B Partnership:
- ----------------
Estimated proved reserves:
Natural gas (Mcf) 5,729,103
Oil and liquids (Bbls) 495,525
Net present value (discounted at 10% per annum) $ 8,117,351
II-C Partnership:
- ----------------
Estimated proved reserves:
Natural gas (Mcf) 3,983,315
Oil and liquids (Bbls) 205,669
Net present value (discounted at 10% per annum) $ 4,529,550
II-D Partnership:
- ----------------
Estimated proved reserves:
Natural gas (Mcf) 10,910,460
Oil and liquids (Bbls) 553,578
Net present value (discounted at 10% per annum) $11,725,897
II-E Partnership:
- ----------------
Estimated proved reserves:
Natural gas (Mcf) 6,401,259
Oil and liquids (Bbls) 297,934
Net present value (discounted at 10% per annum) $ 7,413,484
II-F Partnership:
- ----------------
Estimated proved reserves:
Natural gas (Mcf) 4,738,716
Oil and liquids (Bbls) 355,007
Net present value (discounted at 10% per annum) $ 6,702,912
II-G Partnership:
- ----------------
Estimated proved reserves:
Natural gas (Mcf) 10,303,283
Oil and liquids (Bbls) 746,479
Net present value (discounted at 10% per annum) $14,307,715
18
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II-H Partnership:
- ----------------
Estimated proved reserves:
Natural gas (Mcf) 2,553,664
Oil and liquids (Bbls) 173,521
Net present value (discounted at 10% per annum) $ 3,425,489
- ----------
(1) Includes certain gas balancing adjustments which cause the gas
volumes and net present values to differ from the reserve reports
prepared by the General Partner and reviewed by Ryder Scott.
No estimates of the proved reserves of the Partnerships compara-
ble to those included herein have been included in reports to any
federal agency other than the SEC. Additional information relating to
the Partnerships' proved reserves is contained in Note 4 to the
Partnerships' financial statements, included in Item 8 of this Annual
Report.
Significant Properties
II-A Partnership
----------------
As of December 31, 1995, the II-A Partnership's properties
consisted of 1,052 gross (68.45 net) wells. The II-A Partnership
owned a non-working interest in an additional 174 wells. Affiliates
of the II-A Partnership operate 75 (6.1%) of its total wells. As of
December 31, 1995, the II-A Partnership's net interest in its
properties resulted in estimated total proved reserves of 700,254
barrels of crude oil and 9,603,075 Mcf of natural gas, with a present
value (discounted at 10% per annum) of estimated future net cash flow
of $12,394,737. The II-A Partnership's properties are located
primarily in the Anadarko Basin of western Oklahoma and the Texas
Panhandle and the Gulf Coast Basin of southern Louisiana and southeast
Texas.
As of December 31, 1995, the II-A Partnership's properties in the
Anadarko Basin consisted of 194 gross (11.07 net) wells. The II-A
Partnership owned a non-working interest in an additional 82 wells in
the Anadarko Basin. As of December 31, 1995, the II-A Partnership's
net interest in its properties in the Anadarko Basin resulted in
estimated total proved reserves of approximately 55,200 barrels of
crude oil and 4,850,500 Mcf of natural gas, with a present value
(discounted at 10% per annum) of estimated future net cash flow of
approximately $4,899,200.
19
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As of December 31, 1995, the II-A Partnership's properties in the
Gulf Coast Basin consisted of 143 gross (12.20 net) wells. The II-A
Partnership owned a non-working interest in an additional 6 wells in
the Gulf Coast Basin. As of December 31, 1995, the II-A Partnership's
net interest in its properties in the Gulf Coast Basin resulted in
estimated total proved reserves of approximately 200,100 barrels of
crude oil and 1,817,200 Mcf of natural gas, with a present value
(discounted at 10% per annum) of estimated future net cash flow of
approximately $2,638,000.
II-B Partnership
----------------
As of December 31, 1995, the II-B Partnership's properties
consisted of 349 gross (40.38 net) wells. The II-B Partnership owned
a non-working interest in an additional 81 wells. Affiliates of the
II-B Partnership operate 50 (11.6%) of its total wells. As of
December 31, 1995, the II-B Partnership's net interest in its
properties resulted in estimated total proved reserves of 495,525
barrels of crude oil and 5,729,103 Mcf of natural gas, with a present
value (discounted at 10% per annum) of estimated future net cash flow
of $8,117,351. The II-B Partnership's properties are located
primarily in the Anadarko Basin of western Oklahoma and the Texas
Panhandle, the Southern Oklahoma Folded Belt Basin of southern
Oklahoma, the Gulf Coast Basin of southern Louisiana and southeast
Texas, and the Permian Basin of west Texas and southeast New Mexico.
As of December 31, 1995, the II-B Partnership's properties in the
Anadarko Basin consisted of 52 gross (6.77 net) wells. The II-B
Partnership owned a non-working interest in an additional 17 wells in
the Anadarko Basin. As of December 31, 1995, the II-B Partnership's
net interest in its properties in the Anadarko Basin resulted in
estimated total proved reserves of approximately 22,000 barrels of
crude oil and 2,598,100 Mcf of natural gas, with a present value
(discounted at 10% per annum) of estimated future net cash flow of
approximately $2,602,400.
As of December 31, 1995, the II-B Partnership's properties in the
Southern Oklahoma Folded Belt Basin consisted of 21 gross (4.99 net)
wells. The II-B Partnership owned a non-working interest in an
additional 4 wells in the Southern Oklahoma Folded Belt Basin.
Affiliates operate 19 (76.0%) of such wells. As of December 31, 1995,
the II-B Partnership's net interest in its properties in the Southern
Oklahoma Folded Belt Basin resulted in estimated total proved reserves
of approximately 135,200 barrels of crude oil and 790,200 Mcf of
natural gas, with a present value (discounted at 10% per annum) of
estimated future net cash flow of approximately $1,789,100.
20
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As of December 31, 1995, the II-B Partnership's properties in the
Gulf Coast Basin consisted of 63 gross (1.84 net) wells. The II-B
Partnership owned a non-working interest in an additional 35 wells in
the Gulf Coast Basin. As of December 31, 1995, the II-B
Partnership's net interest in its properties in the Gulf Coast Basin
resulted in estimated total proved reserves of approximately 50,900
barrels of crude oil and 921,200 Mcf of natural gas, with a present
value (discounted at 10% per annum) of estimated future net cash flow
of approximately $1,463,800.
As of December 31, 1995, the II-B Partnership's properties in the
Permian Basin consisted of 26 gross (3.37 net) wells. The II-B
Partnership owned a non-working interest in an additional 7 wells in
the Permian Basin. Affiliates operate 21 (63.6%) of such wells. As
of December 31, 1995, the II-B Partnership's net interest in its
properties in the Permian Basin resulted in estimated total proved
reserves of approximately 51,900 barrels of crude oil and 1,139,200
Mcf of natural gas, with a present value (discounted at 10% per annum)
of estimated future net cash flow of approximately $1,138,500.
II-C Partnership
----------------
As of December 31, 1995 the II-C Partnership's properties
consisted of 448 gross (16.70 net) wells. The II-C Partnership owned
a non-working interest in an additional 102 wells. Affiliates of the
II-C Partnership operate 62 (11.3%) of its total wells. As of
December 31, 1995, the II-C Partnership's net interest in its
properties resulted in estimated total proved reserves of 205,669
barrels of crude oil and 3,983,315 Mcf of natural gas, with a present
value (discounted at 10% per annum) of estimated future net cash flow
of $4,529,550. The Partnership's properties are located primarily in
the Anadarko Basin of western Oklahoma and the Texas Panhandle and the
Southern Oklahoma Folded Belt Basin of southern Oklahoma.
As of December 31, 1995, the II-C Partnership's properties in the
Anadarko Basin consisted of 129 gross (8.69 net) wells. The II-C
Partnership owned a non-working interest in an additional 35 wells in
the Anadarko Basin. As of December 31, 1995, the II-C Partnership's
net interest in its properties in the Anadarko Basin resulted in
estimated total proved reserves of approximately 18,600 barrels of
crude oil and 2,165,600 Mcf of natural gas, with a present value
(discounted at 10% per annum) of estimated future net cash flow of
approximately $1,928,100.
21
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<PAGE>
As of December 31, 1995, the II-C Partnership's properties in the
Southern Oklahoma Folded Belt Basin consisted of 19 gross (2.03 net)
wells. The II-C Partnership owned a non-working interest in an
additional 2 wells in the Southern Oklahoma Folded Belt Basin.
Affiliates operate 16 (76.2%) of such wells. As of December 31, 1995,
the II-C Partnership's net interest in its properties in the Southern
Oklahoma Folded Belt Basin resulted in estimated total proved reserves
of approximately 57,800 barrels of crude oil and 464,300 Mcf of
natural gas, with a present value (discounted at 10% per annum) of
estimated future net cash flow of approximately $826,300.
II-D Partnership
----------------
As of December 31, 1995, the II-D Partnership's properties
consisted of 351 gross (59.77 net) wells. The II-D Partnership owned
a non-working interest in an additional 39 wells. Affiliates of the
II-D Partnership operate 69 (17.7%) of the its total wells. As of
December 31, 1995, the II-D Partnership's net interest in its
properties resulted in estimated total proved reserves of 553,578
barrels of crude oil and 10,910,460 Mcf of natural gas, with a present
value (discounted at 10% per annum) of estimated future net cash flow
of $11,725,897. The II-D Partnership's properties are located
primarily in the Anadarko Basin of western Oklahoma and the Texas
Panhandle, the Gulf Coast Basin of southern Louisiana and southeast
Texas, the Permian Basin of west Texas and southeast New Mexico, and
the Williston Basin of North Dakota, South Dakota, and eastern
Montana.
As of December 31, 1995, the II-D Partnership's properties in the
Anadarko Basin consisted of 86 gross (14.26 net) wells. The II-D
Partnership owned a non-working interest in an additional 17 wells in
the Anadarko Basin. As of December 31, 1995, the II-D Partnership's
net interest in its properties in the Anadarko Basin resulted in
estimated total proved reserves of approximately 40,900 barrels of
crude oil and 4,116,500 Mcf of natural gas, with a present value
(discounted at 10% per annum) of estimated future net cash flow of
approximately $3,790,300.
As of December 31, 1995, the II-D Partnership's properties in the
Gulf Coast Basin consisted of 24 gross (5.20 net) wells. The II-D
Partnership owned a non-working interest in an additional 2 wells in
the Gulf Coast Basin. Affiliates operate 15 (57.7%) of such wells.
As of December 31, 1995, the II-D Partnership's net interest in its
properties in the Gulf Coast Basin resulted in estimated total proved
reserves of approximately 85,900 barrels of crude oil and 985,700 Mcf
of natural gas, with a present value (discounted at 10% per annum) of
estimated future net cash flow of approximately $1,421,400.
22
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<PAGE>
As of December 31, 1995, the II-D Partnership's properties in the
Permian Basin consisted of 11 gross (2.12 net) wells. The II-D
Partnership owned a non-working interest in one additional well in the
Permian Basin. As of December 31, 1995, the II-D Partnership's net
interest in its properties in the Permian Basin resulted in estimated
total proved reserves of approximately 34,500 barrels of crude oil and
1,688,400 Mcf of natural gas, with a present value (discounted at 10%
per annum) of estimated future net cash flow of approximately
$1,421,400.
As of December 31, 1995, the II-D Partnership's properties in the
Williston Basin consists of 48 gross (2.18 net) wells. The II-D
Partnership owned a non-working interest in one additional well in the
Williston Basin. As of December 31, 1995, the II-D Partnership's net
interest in its properties in the Williston Basin resulted in
estimated total proved reserves of approximately 193,500 barrels of
crude oil and 239,300 Mcf of natural gas, with a present value
(discounted at 10% per annum) of estimated future net cash flow of
approximately $1,184,500.
II-E Partnership
----------------
As of December 31, 1995, the II-E Partnership's properties
consisted of 1,353 gross (35.24 net) wells. The II-E Partnership
owned a non-working interest in an additional 2,165 wells. Affiliates
of the II-E Partnership operate 73 (2.1%) of its total wells. As of
December 31, 1995, the II-E Partnership's net interest in its
properties resulted in estimated total proved reserves of 297,934
barrels of crude oil and 6,401,259 Mcf of natural gas, with a present
value (discounted at 10% per annum) of estimated future net cash flow
of $7,413,484. The II-E Partnership's properties are located
primarily in the Anadarko Basin of western Oklahoma and the Texas
Panhandle, the Permian Basin of west Texas and southeast New Mexico,
and the Gulf Coast Basin of southern Louisiana and southeast Texas.
As of December 31, 1995, the II-E Partnership's properties in the
Anadarko Basin consisted of 44 gross (2.29 net) wells. The II-E
Partnership owned a non-working interest in an additional 28 wells in
the Anadarko Basin. As of December 31, 1995, the II-E Partnership's
net interest in its properties in the Anadarko Basin resulted in
estimated total proved reserves of approximately 7,900 barrels of
crude oil and 2,622,200 Mcf of natural gas, with a present value
(discounted at 10% per annum) of estimated future net cash flow of
approximately $2,474,600.
23
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<PAGE>
As of December 31, 1995, the II-E Partnership's properties in the
Permian Basin consisted of 959 gross (5.82 net) wells. The II-E
Partnership owned a non-working interest in an additional 1,813 wells
in the Permian Basin. As of December 31, 1995, the II-E Partnership's
net interest in its properties in the Permian Basin resulted in
estimated total proved reserves of approximately 107,800 barrels of
crude oil and 1,597,000 Mcf of natural gas, with a present value
(discounted at 10% per annum) of estimated future net cash flow of
approximately $2,099,600.
As of December 31, 1995, the II-E Partnership's properties in the
Gulf Coast Basin consisted of 53 gross (4.66 net) wells. The II-E
Partnership owned a non-working interest in an additional 16 wells in
the Gulf Coast Basin. As of December 31, 1995, the II-E Partnership's
net interest in its properties in the Gulf Coast Basin resulted in
estimated total proved reserves of approximately 70,900 barrels of
crude oil and 485,300 Mcf of natural gas, with a present value
(discounted at 10% per annum) of estimated future net cash flow of
approximately $824,900.
II-F Partnership
----------------
As of December 31, 1995, the II-F Partnership's properties
consisted of 1,288 gross (21.49 net) wells. The II-F Partnership
owned a non-working interest in an additional 2,164 wells. Affiliates
of the II-F Partnership operate 50 (1.4%) of its total wells. As of
December 31, 1995, the II-F Partnership's net interest in its
properties resulted in estimated total proved reserves of 355,007
barrels of crude oil and 4,738,716 Mcf of natural gas, with a present
value (discounted at 10% per annum) of estimated future net cash flow
of $6,702,912. The II-F Partnership's properties are located
primarily in the Anadarko Basin of western Oklahoma and the Texas
Panhandle and the Permian Basin of west Texas and southeast New
Mexico.
As of December 31, 1995, the II-F Partnership's properties in the
Anadarko Basin consisted of 54 gross (2.62 net) wells. The II-F
Partnership owned a non-working interest in an additional 31 wells in
the Anadarko Basin. As of December 31, 1995, the II-F Partnership's
net interest in its properties in the Anadarko Basin resulted in
estimated total proved reserves of approximately 8,900 barrels of
crude oil and 1,887,800 Mcf of natural gas, with a present value
(discounted at 10% per annum) of estimated future net cash flow of
approximately $1,614,300.
24
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<PAGE>
As of December 31, 1995, the II-F Partnership's properties in the
Permian Basin consisted of 954 gross (12.21 net) wells. The II-F
Partnership owned a non-working interest in an additional 1,812 wells
in the Permian Basin. As of December 31, 1995, the II-F Partnership's
net interest in its properties in the Permian Basin resulted in
estimated total proved reserves of approximately 242,700 barrels of
crude oil and 1,723,900 Mcf of natural gas, with a present value
(discounted at 10% per annum) of estimated future net cash flow of
approximately $3,430,400.
II-G Partnership
----------------
As of December 31, 1995, the II-G Partnership's properties
consisted of 1,288 gross (48.27 net) wells. The II-G Partnership
owned a non-working interest in an additional 2,164 wells. Affiliates
of the II-G Partnership operate 50 (1.4%) of its total wells. As of
December 31, 1995, the II-G Partnership's net interest in its
properties resulted in estimated total proved reserves of 746,479
barrels of crude oil and 10,303,283 Mcf of natural gas, with a present
value (discounted at 10% per annum) of estimated future net cash flow
of $14,307,715. The II-G Partnership's properties are located
primarily in the Permian Basin of west Texas and southeast New Mexico,
the Anadarko Basin of western Oklahoma and the Texas Panhandle, and
the Southern Oklahoma Folded Belt Basin of southern Oklahoma.
As of December 31, 1995, the II-G Partnership's properties in the
Permian Basin consisted of 954 gross (25.47 net) wells. The II-G
Partnership owned a non-working interest in an additional 1,812 wells
in the Permian Basin. As of December 31, 1995, the II-G Partnership's
net interest in its properties in the Permian Basin resulted in
estimated total proved reserves of approximately 507,700 barrels of
crude oil and 3,604,800 Mcf of natural gas, with a present value
(discounted at 10% per annum) of estimated future net cash flow of
approximately $7,179,100.
As of December 31, 1995, the II-G Partnership's properties in the
Anadarko Basin consisted of 54 gross (5.56 net) wells. The II-G
Partnership owned a non-working interest in an additional 31 wells in
the Anadarko Basin. As of December 31, 1995, the II-G Partnership's
net interest in its properties in the Anadarko Basin resulted in
estimated total proved reserves of approximately 19,000 barrels of
crude oil and 3,987,200 Mcf of natural gas, with a present value
(discounted at 10% per annum) of estimated future net cash flow of
approximately $3,446,000.
25
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<PAGE>
As of December 31, 1995, the II-G Partnership's properties in the
Southern Oklahoma Folded Belt Basin consisted of 38 gross (5.86 net)
wells. Affiliates operate 27 (71.1%) of such wells. As of
December 31, 1995, the II-G Partnership's net interest in its
properties in the Southern Oklahoma Folded Belt Basin resulted in
estimated total proved reserves of approximately 25,800 barrels of
crude oil and 1,610,600 Mcf of natural gas, with a present value
(discounted at 10% per annum) of estimated future net cash flow of
approximately $1,435,800.
II-H Partnership
----------------
As of December 31, 1995, the II-H Partnership's properties
consisted of 1,288 gross (12.66 net) wells. The II-H Partnership
owned a non-working interest in an additional 2,157 wells. Affiliates
of the II-H Partnership operate 50 (1.5%) of its total wells. As of
December 31, 1995, the II-H Partnership's net interest in its
properties resulted in estimated total proved reserves of 173,521
barrels of crude oil and 2,553,664 Mcf of natural gas, with a present
value (discounted at 10% per annum) of estimated future net cash flow
of $3,425,489. The II-H Partnership's properties are located
primarily in the Permian Basin of west Texas and southeast New Mexico,
the Anadarko Basin of western Oklahoma and the Texas Panhandle, and
the Southern Oklahoma Folded Belt Basin of southern Oklahoma.
As of December 31, 1995, the II-H Partnership's properties in the
Permian Basin consisted of 954 gross (5.90 net) wells. The II-H
Partnership owned a non-working interest in an additional 1,809 wells
in the Permian Basin. As of December 31, 1995, the II-H Partnership's
net interest in its properties in the Permian Basin resulted in
estimated total proved reserves of approximately 117,500 barrels of
crude oil and 834,100 Mcf of natural gas, with a present value
(discounted at 10% per annum) of estimated future net cash flow of
approximately $1,702,800.
As of December 31, 1995, the II-H Partnership's properties in the
Anadarko Basin consisted of 54 gross (1.32 net) wells. The II-H
Partnership owned a non-working interest in an additional 27 wells in
the Anadarko Basin. As of December 31, 1995, the II-H Partnership's
net interest in its properties in the Anadarko Basin resulted in
estimated total proved reserves of approximately 3,500 barrels of
crude oil and 938,600 Mcf of natural gas, with a present value
(discounted at 10% per annum) of estimated future net cash flow of
approximately $799,300.
26
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<PAGE>
As of December 31, 1995, the II-H Partnership's properties in the
Southern Oklahoma Folded Belt Basin consisted of 38 gross (1.55 net)
wells. Affiliates operate 27 (71.1%) of such wells. As of
December 31, 1995, the II-H Partnership's net interest in its
properties in the Southern Oklahoma Folded Belt Basin resulted in
estimated total proved reserves of approximately 6,800 barrels of
crude oil and 425,600 Mcf of natural gas, with a present value
(discounted at 10% per annum) of estimated future net cash flow of
approximately $382,300.
Title to Oil and Gas Properties
Management believes that the Partnerships have satisfactory title
to their oil and gas properties. Record title to all of the
Partnerships' properties is held by either the Partnerships or Geodyne
Nominee Corporation, an affiliate of the General Partner.
Title to the Partnerships' properties is subject to customary
royalty, overriding royalty, carried, working, and other similar
interests and contractual arrangements customary in the oil and gas
industry, to liens for current taxes not yet due, and to other
encumbrances. Management believes that such burdens do not materially
detract from the value of such properties or from the Partnerships'
interest therein or materially interfere with their use in the
operation of the Partnerships' business.
ITEM 3. LEGAL PROCEEDINGS
On September 12, 1988 Wolverine Exploration Company and certain
other parties filed a lawsuit against Natural Gas Pipeline Company of
America, Inc. and certain other parties in which the plaintiffs sought
to recover damages as a result of an alleged breach of a gas contract.
(Wolverine Exploration Company et al. vs. Natural Gas Pipeline Company
of America, et al., Case No. CJ-88-5522, District Court, Tulsa County,
Oklahoma). The II-A, II-B, II-C, II-D, and II-E Partnerships own an
interest in certain oil and gas properties which are subject to said
lawsuit, and there is a possibility that said Partnerships may recover
damages as a result of the alleged breach of the gas contract. The
lawsuit involves legal and factual issues concerning alleged (i) take-
or-pay deficiencies and (ii) gas pricing claims. In June 1995, a
hearing was conducted before a three person arbitration panel and on
September 6, 1995 the panel issued its determination and awarded
damages to the plaintiffs in the matter.
The Partnerships' estimated share of the awarded damages would
increase the following Partnerships' assets by the following
approximate amounts:
27
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Partnership Total Per Unit
----------- ---------- --------
II-A $1,300,000 $ 2.50
II-B 2,100,000 5.50
II-C 900,000 5.50
II-D 2,300,000 7.00
II-E 4,700,000 19.50
The above estimates may change for a number of reasons, including, but
not limited to, an appeal of the award by the one remaining defendant,
Texaco Inc. ("Texaco").
Geodyne Resources has filed a petition with the Tulsa County
District Court seeking confirmation of the arbitration award. A
hearing has been set on such petition for May 1, 1996. Texaco, on the
other hand, has sought to reopen its Chapter 11 bankruptcy proceedings
in an effort to avoid enforcement of the arbitration award through the
bankruptcy court; however, as of the date of this Annual Report, no
hearing has been set by the bankruptcy court with respect to Texaco's
motion. It is not expected that the legal expenses to defend the
award will be as significant as the expenses incurred by the
Partnerships during the year ended December 31, 1995.
In the event the Partnerships ultimately receive any or all of
the damages awarded, the funds will be included in the Partnerships'
revenues for the quarter in which they are received. Limited Partners
who hold Units at the time any related cash distribution is made,
then, will benefit from any recovery associated with the litigation.
On October 26, 1994, Geodyne Resources and 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 limited partnership interests
("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 investors who purchased
Units in the Partnerships. On June 7, 1995, Geodyne 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 who are members of the class. PaineWebber
Incorporated ("PaineWebber") has agreed to indemnify Geodyne 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 "Indemnification
28
<PAGE>
<PAGE>
Agreement") in the event Geodyne Resources or the Partnerships are
rejoined in the matter at a later time.
On November 23 and 25, 1994, Geodyne 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
Geodyne 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 Partnerships 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
Geodyne 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 Geodyne Resources.
On January 18, 1996, PaineWebber issued a press release
indicating that it has 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 SEC
and an agreement to settle with various state securities regulators.
The press release issued by PaineWebber 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 penalty of $5 million leveled by the SEC;
and payments aggregating $5 million to state securities administra-
tors. 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 Annual Report, PaineWebber has
not informed management of the Partnerships of the portion of such
settlement that would be applicable to the Partnerships. In any
event, 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 both the
dismissal and the Indemnification Agreement, management does not
believe that either the Partnerships or Geodyne Resources will be
required to pay any damages or expenses in any of the matters set
forth herein.
29
<PAGE>
<PAGE>
To the knowledge of the General Partner, neither the General
Partner nor the Partnerships or their properties are subject to any
litigation, the results of which would have a material effect on the
Partnerships' or the General Partner's financial condition or
operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS
There were no matters submitted to a vote of the Limited Partners
of any Partnership during 1995.
PART II
ITEM 5. MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS
As of February 20, 1996, the number of Units outstanding and the
approximate number of Limited Partners of record in the Partnerships
were as follows:
Numbers of Numbers of
Partnership Units Limited Partners
----------- ---------- ----------------
II-A 484,283 4,561
II-B 361,719 2,915
II-C 154,621 1,504
II-D 314,878 3,186
II-E 228,821 2,427
II-F 171,400 1,811
II-G 372,189 2,778
II-H 91,711 1,321
Units were initially sold for a price of $100. The Units are not
traded on any exchange and there is no public trading market for them.
The General Partner is aware of certain transfers of Units between
unrelated parties, some of which are facilitated by secondary trading
firms and matching services. However, the General Partner believes
that these transfers have been limited and sporadic in number and
volume. Other than trades facilitated by certain secondary trading
firms and matching services, no organized trading market for Units
exists and none is expected to develop. Due to the nature of these
transactions, the General Partner has no verifiable information
regarding prices at which Units have been transferred. Further, a
transferee may not become a substitute Limited Partner without the
consent of the General Partner.
30
<PAGE>
<PAGE>
Pursuant to the terms of the Partnership Agreements, the General
Partner is obligated to annually offer a repurchase offer which is
based on the estimated future net revenues from the Partnerships'
reserves and is calculated pursuant to the terms of the Partnership
Agreements. Such repurchase offer is recalculated monthly in order to
reflect cash distributions to the Limited Partners and other
extraordinary events. The following table sets forth the General
Partner's repurchase offer per Unit as of the periods indicated. For
purposes of this Annual Report, a Unit represents an initial
subscription of $100 to the Partnership.
Repurchase Offer Prices
-----------------------
1994 1995 1996
------------------- ------------------ ----
1st 2nd 3rd 4th 1st 2nd 3rd 4th 1st
P/ship Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr.
- ------ ---- ---- ---- ---- ---- ---- ---- ---- ----
II-A $21 $20 $17 $16 $14 $15 $14 $13 $12
II-B 21 19 17 15 14 14 13 13 12
II-C 24 22 21 18 16 18 17 17 16
II-D 25 23 21 19 17 22 21 20 19
II-E 27 26 19 18 17 18 18 17 17
II-F 32 29 29 28 26 24 23 21 19
II-G 32 30 30 28 27 24 22 21 19
II-H 31 29 30 28 27 23 22 21 19
Cash Distributions
Cash distributions are primarily dependent upon a Partnership's
cash receipts from the sale of oil and gas production and cash
requirements of the Partnership. Distributable cash is determined by
the Limited Partners at the end of each calendar quarter and
distributed to the Limited Partners within 45 days after the end of
the quarter. Distributions are restricted to cash on hand less
amounts required to be retained out of such cash as determined in the
sole judgment of the General Partner to pay costs, expenses, or other
Partnership obligations whether accrued or anticipated to accrue. In
other instances, the General Partner may not distribute the full
amount of cash receipts which might otherwise be available for
distribution in an effort to equalize or stabilize the amounts of
quarterly distributions. Any available amounts not distributed are
invested and the interest or income thereon is for the accounts of the
Limited Partners.
The following is a summary of cash distributions paid to the
Limited Partners for the years ended December 31, 1994 and 1995 and
the first quarter of 1996:
31
<PAGE>
<PAGE>
Cash Distributions
------------------
1994
----------------------------------
1st 2nd 3rd 4th
P/ship Quarter Quarter Quarter Quarter
------ ------- ------- ------- -------
II-A $1.34 $1.24 $1.29 $1.62
II-B 1.31 1.45 1.31 1.91
II-C 1.42 1.46 1.75 2.43
II-D 1.51 1.37 1.75 1.62
II-E 1.31 1.09 1.31 1.07
II-F 2.92 2.33 1.98 1.98
II-G 2.49 2.15 2.15 1.93
II-H 2.45 2.13 2.07 1.74
1995 1996
---------------------------------- -------
1st 2nd 3rd 4th 1st
P/ship Quarter Quarter Quarter Quarter Quarter
------ ------- ------- ------- ------- -------
II-A $1.35 $1.03 $ .64 $ .81 $ .97
II-B 1.37 1.09 .47 .28 .46
II-C 2.10 1.33 .81 .39 .59
II-D 1.62 1.41 .64 1.02 1.08
II-E 1.07 .57 .33 .35 .80
II-F 1.52 1.31 1.52 1.58 1.71
II-G 1.48 1.33 1.54 1.45 1.64
II-H 1.47 1.31 1.47 1.36 1.60
ITEM 6. SELECTED FINANCIAL DATA
The following tables present selected financial data for the
Partnerships. This data should be read in conjunction with the
financial statements of the Partnerships, and the respective notes
thereto, included elsewhere in this Annual Report. See "Item 8.
Financial Statements and Supplementary Data."
32
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Selected Financial Data
II-A Partnership
----------------
1995 1994 1993 1992 1991
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Oil and Gas Sales $ 4,671,555 $ 6,371,949 $ 5,445,632 $ 7,296,183 $ 7,904,113
Net Income (Loss):
Limited Partners ( 715,678) 265,761 ( 723,059) 611,081 ( 67,634)
General Partner 81,747 145,993 84,771 173,679 182,227
Total ( 633,931) 411,754 ( 638,288) 784,760 114,593
Limited Partners' Net
Income (Loss) per
Unit ( 1.48) .55 ( 1.49) 1.26 ( .14)
Limited Partners' Cash
Distributions per
Unit $ 3.83 5.49 5.72 6.75 10.00
Total Assets 9,833,188 12,673,498 15,773,152 18,228,191 20,735,769
Partners' Capital
(Deficit):
Limited Partners 9,494,552 12,065,230 14,459,469 17,956,097 20,613,936
General Partner ( 311,994) ( 297,741) ( 303,734) ( 240,427) ( 208,041)
Number of Units
Outstanding 484,283 484,283 484,283 484,283 484,283
</TABLE>
33
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Selected Financial Data
II-B Partnership
----------------
1995 1994 1993 1992 1991
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Oil and Gas Sales $ 3,204,794 $ 4,703,629 $ 4,615,384 $ 5,974,270 $ 6,890,449
Net Income (Loss):
Limited Partners ( 798,537) ( 574,825) ( 330,130) 1,083,345 584,690
General Partner 37,441 87,118 90,840 160,869 176,499
Total ( 761,096) ( 487,707) ( 239,290) 1,244,214 761,189
Limited Partners' Net
Income (Loss) per
Unit ( 2.21) ( 1.59) ( .91) 2.99 1.62
Limited Partners' Cash
Distributions per
Unit 3.21 5.98 6.64 8.76 12.00
Total Assets 6,237,427 8,302,058 11,063,368 13,629,059 15,634,898
Partners' Capital
(Deficit):
Limited Partners 5,955,907 7,914,444 10,654,269 13,387,529 15,472,229
General Partner ( 246,438) ( 222,879) ( 196,997) ( 179,762) ( 151,601)
Number of Units
Outstanding 361,719 361,719 361,719 361,719 361,719
</TABLE>
34
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Selected Financial Data
II-C Partnership
----------------
1995 1994 1993 1992 1991
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Oil and Gas Sales $ 1,519,937 $ 2,289,166 $ 1,896,565 $ 2,509,914 $ 2,454,580
Net Income (Loss):
Limited Partners ( 337,547) ( 37,871) ( 36,537) 394,335 121,095
General Partner 20,538 52,546 39,050 68,653 62,565
Total ( 317,009) 14,675 2,513 462,988 183,660
Limited Partners' Net
Income (Loss) per
Unit ( 2.18) ( .24) ( .24) 2.55 .78
Limited Partners' Cash
Distributions per
Unit 4.63 7.06 7.44 8.75 11.25
Total Assets 3,205,943 4,291,920 5,486,394 6,379,426 7,309,190
Partners' Capital
(Deficit):
Limited Partners 3,039,715 4,092,262 5,220,133 6,407,337 7,315,937
General Partner ( 99,615) ( 84,153) ( 80,199) ( 64,354) ( 56,927)
Number of Units
Outstanding 154,621 154,621 154,621 154,621 154,621
</TABLE>
35
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Selected Financial Data
II-D Partnership
----------------
1995 1994 1993 1992 1991
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Oil and Gas Sales $ 3,901,516 $ 4,849,160 $ 4,353,624 $ 5,816,604 $ 5,864,435
Net Income (Loss):
Limited Partners ( 697,631) ( 193,308) ( 138,556) 471,887 220,117
General Partner 44,055 108,234 85,418 148,256 135,075
Total ( 653,576) ( 85,074) ( 53,138) 620,143 355,192
Limited Partners' Net
Income (Loss) per
Unit ( 2.22) ( .61) ( .44) 1.50 .70
Limited Partners' Cash
Distributions per
Unit 4.69 6.25 9.29 9.75 11.75
Total Assets 7,291,164 9,571,883 11,687,932 14,528,961 16,955,623
Partners' Capital
(Deficit):
Limited Partners 6,884,886 9,057,517 11,215,825 14,278,065 16,876,247
General Partner ( 143,473) ( 111,528) ( 135,262) ( 107,460) ( 101,536)
Number of Units
Outstanding 314,878 314,878 314,878 314,878 314,878
</TABLE>
36
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Selected Financial Data
II-E Partnership
----------------
1995 1994 1993 1992 1991
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Oil and Gas Sales $ 2,297,409 $ 2,480,706 $ 2,572,564 $ 3,474,833 $ 4,646,111
Net Income (Loss):
Limited Partners ( 1,279,244) ( 842,191) ( 523,678) ( 1,036,685) 422,698
General Partner 9,448 43,060 49,510 64,978 119,047
Total ( 1,269,796) ( 799,131) ( 474,168) ( 971,707) 541,745
Limited Partners' Net
Income (Loss) per
Unit ( 5.59) ( 3.68) ( 2.29) ( 4.53) 1.85
Limited Partners' Cash
Distributions per
Unit 2.32 4.78 7.81 8.75 11.75
Total Assets 6,279,396 8,117,206 10,020,423 12,193,708 15,157,389
Partners' Capital
(Deficit):
Limited Partners 6,093,406 7,902,650 9,839,841 12,151,338 15,190,200
General Partner ( 122,950) ( 104,398) ( 94,958) ( 80,783) ( 32,811)
Number of Units
Outstanding 228,821 228,821 228,821 228,821 228,821
</TABLE>
37
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Selected Financial Data
II-F Partnership
----------------
1995 1994 1993 1992 1991
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Oil and Gas Sales $ 2,028,592 $ 2,316,564 $ 2,636,304 $ 3,244,904 $ 3,692,437
Net Income (Loss):
Limited Partners ( 191,631) 19,524 122,048 223,113 335,346
General Partner 46,686 54,498 73,431 76,429 93,367
Total ( 144,945) 74,022 195,479 299,542 428,713
Limited Partners' Net
Income (Loss) per
Unit ( 1.12) .11 .71 1.30 1.96
Limited Partners'
Cash Distributions
Per Unit 5.93 9.21 8.87 11.25 14.00
Total Assets 5,733,459 6,967,432 8,544,148 9,973,253 11,554,986
Partners' Capital
(Deficit):
Limited Partners 5,691,785 6,898,416 8,458,892 9,857,985 11,563,117
General Partner ( 84,377) ( 80,063) ( 52,561) ( 49,422) ( 32,926)
Number of Units
Outstanding 171,400 171,400 171,400 171,400 171,400
</TABLE>
38
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Selected Financial Data
II-G Partnership
----------------
1995 1994 1993 1992 1991
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Oil and Gas Sales $ 4,348,087 $ 5,116,776 $ 5,581,221 $ 6,940,143 $ 7,987,946
Net Income (Loss):
Limited Partners ( 714,189) ( 87,682) 130,828 434,796 661,152
General Partner 94,880 113,680 153,901 161,329 199,193
Total ( 619,309) 25,998 284,729 596,125 860,345
Limited Partners' Net
Income (Loss)
per Unit ( 1.92) ( .24) .35 1.17 1.78
Limit Partners' Cash
Distributions per
Unit 5.80 8.72 8.74 10.50 13.00
Total Assets 12,519,149 15,456,785 18,825,582 22,002,703 25,229,991
Partners' Capital
(Deficit):
Limited Partners 12,439,371 15,313,560 18,646,242 21,770,067 25,243,297
General Partner ( 197,260) ( 181,500) ( 122,180) ( 104,626) ( 67,066)
Number of Units
Outstanding 372,189 372,189 372,189 372,189 372,189
</TABLE>
39
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Selected Financial Data
II-H Partnership
----------------
1995 1994 1993 1992 1991
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Oil and Gas Sales $ 1,042,735 $ 1,208,886 $ 1,367,514 $ 1,653,431 $ 1,828,093
Net Income (Loss):
Limited Partners ( 239,052) ( 47,630) 20,790 19,504 51,075
General Partner 21,532 26,955 36,610 37,211 42,926
Total ( 217,520) ( 20,675) 57,400 56,715 94,001
Limited Partners' Net
Income (Loss)
per Unit ( 2.61) ( .52) .23 .21 .56
Limited Partners' Cash
Distributions per
Unit 5.61 8.39 8.67 9.75 12.00
Total Assets 3,024,656 3,790,149 4,618,128 5,416,166 6,220,217
Partners' Capital
(Deficit):
Limited Partners 3,002,897 3,756,949 4,574,579 5,349,318 6,224,030
General Partner ( 47,635) ( 42,167) ( 29,122) ( 26,477) ( 17,083)
Number of Units
Outstanding 91,711 91,711 91,711 91,711 91,711
</TABLE>
40
<PAGE>
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
General
The following general discussion should be read in conjunction
with the analysis of results of operations provided below. The
Partnerships are engaged in the business of operating producing oil
and gas properties located in the continental United States. In
management's view, it is not possible to predict accurately either the
short-term or long-term prices for oil, gas, or refined petroleum
products. Specifically, due to the oversupply of natural gas in
recent years, certain of the Partnerships' gas producing properties
have suffered, and continue to suffer during portions of the year,
production curtailments and seasonal reductions in the prices paid by
purchasers. Additional curtailments and seasonal or regional price
reductions will adversely affect the operations and financial
condition of the Partnerships. Gas sales prices, which have generally
declined significantly since the mid-1980s, increased during the
fourth quarter of 1995. See "Item 1. Business - Competition and
Marketing." Actual future prices received by the Partnerships will
likely be different from (and may be lower than) the prices in effect
on December 31, 1995. In many past years, year-end prices have tended
to be higher, and in some cases significantly higher, than the yearly
average price actually received by the Partnerships for at least the
year following the year-end valuation date. Management is unable to
predict whether future gas prices will (i) stabilize, (ii) increase,
or (iii) decrease. The amount of the Partnerships' cash flow,
however, is dependent on such future gas prices.
Liquidity and Capital Resources
Net proceeds from operations less necessary operating capital are
distributed to the Limited Partners on a quarterly basis. See "Item
5. Market for Units and Related Limited Partner Matters." The net
proceeds from production are not reinvested in productive assets,
except to the extent that producing wells are improved, or where
methods are employed to permit more efficient recovery of reserves,
thereby resulting in a positive economic impact. Assuming production
levels for the year ended December 31, 1995, the Partnerships proved
reserve quantities at December 31, 1995 would have the following
lives:
41
<PAGE>
<PAGE>
Partnership Gas-Years Oil-Years
----------- --------- ---------
II-A 5.4 5.8
II-B 4.8 6.1
II-C 5.4 7.8
II-D 5.7 6.2
II-E 6.8 4.7
II-F 5.6 6.5
II-G 5.6 6.5
II-H 5.7 6.5
There should be no further material capital resource commitments
for the Partnerships in the future. The Partnerships have no debt
commitments. Cash for operational purposes will be provided by
current oil and gas production.
There can be no assurance as to the amount of the Partnerships'
future cash distributions. The Partnerships' ability to make cash
distributions depends primarily upon the level of available cash flow
generated by the Partnerships' operating activities, which will be
affected (either positively or negatively) by many factors beyond the
control of the Partnerships, including the price of and demand for oil
and gas and other market and economic conditions. Even if prices and
costs remain stable, the amount of cash available for distributions
will decline over time (as the volume of production from producing
properties declines) since the Partnerships are not replacing
production through acquisitions of producing properties and drilling.
Inflation and Changing Prices
Prices obtained for oil and gas production depend upon numerous
factors, including the extent of domestic and foreign production,
foreign imports of oil, market demand, domestic and foreign economic
conditions in general, and governmental regulations and tax laws. The
general level of inflation in the economy did not have a material
effect on the operations of the Partnerships in 1995. Oil and natural
gas prices have fluctuated during recent years and generally have not
followed the same pattern as inflation. See "Item 2. Properties - Oil
and Gas Production, Revenue, and Price History."
42
<PAGE>
<PAGE>
Results of Operations
An analysis of the change in net oil and gas operations (oil and
gas sales, less lease operating expenses and production taxes), is
presented in the tables following "Results of Operations" under the
heading "Average Sales Prices, Production Volumes, and Average
Production Costs."
Generally, the Partnerships' operations during the year ended
December 31, 1995 reflected a decline in oil and gas sales compared to
the same period in 1994. Management believes this decline resulted
from a number of factors including, but not limited to, (i) a normal
decline in production from certain of the Partnerships' mature
properties and (ii) a decline in natural gas prices. Refer to
"Liquidity and Capital Resources" above for a discussion of factors
impacting prices and production volumes.
During 1994, a few of the Partnerships experienced an increase in
oil and gas sales compared to the year ended December 31, 1993.
Management believes this increase resulted primarily from gas
balancing adjustments which occurred in 1993 in order to reflect such
Partnerships' overproduced status on some properties. The adjustments
were partially offset by a decline in oil and natural gas prices.
Effective October 1, 1995, the Partnerships adopted the
requirements of Statement of Financial Accounting Standards ("SFAS")
No. 121, "Accounting for the Impairment of Long Lived Assets and
Assets Held for Disposal", which is intended to establish more
consistent accounting standards for measuring the recoverability of
long-lived assets. SFAS No. 121 requires successful efforts
companies, like the Partnerships, to evaluate the recoverability of
the carrying costs of their proved oil and gas properties for each
field, rather than for the Partnerships' properties as a whole as
previously allowed by the SEC. See Note 1 to the Partnerships'
financial statements, included in Item 8 of this Annual Report for a
further description of this impairment policy. As a result of the
Partnerships' adoption of SFAS No. 121, the Partnerships recorded a
non-cash charge against earnings (impairment provision) during the
fourth quarter of 1995 as follows:
Partnership Amount
----------- --------
II-A $994,919
II-B 450,601
II-C 245,324
II-D 370,172
II-E 465,045
II-F 312,270
II-G 839,228
II-H 259,808
43
<PAGE>
<PAGE>
No such charge was recorded for any Partnership for the years ended
December 31, 1994 and 1993 pursuant to the Partnerships' prior
impairment policy. Impairment provisions do not impact the
Partnerships' cash flows from operating activities; however, they do
impact the amount of General Partner and Limited Partner capital. The
risk that the Partnerships will be required to record such impairment
provisions in the future increases when oil and gas prices are
depressed. Accordingly, the II-A and II-D Partnerships have eleven
fields, the II-B Partnership has four fields, the II-C Partnership has
ten fields, the II-E Partnership has thirteen fields, the II-F and II-
G Partnerships have nine fields, and the II-H Partnership has seven
fields in which it is reasonably possible that a write-down will be
incurred in the near term if gas prices decrease from December 31,
1995 levels.
II-A Partnership
----------------
Year Ended December 31, 1995 Compared
to Year Ended December 31, 1994
-------------------------------------
Total oil and gas sales decreased 26.7% for the year ended
December 31, 1995 as compared to the year ended December 31, 1994.
This decrease was due to decreases in both the volumes and average
price of natural gas sold and the volumes of oil sold, partially
offset by an increase in the average price of oil sold. Volumes of
oil and natural gas sold decreased 29,861 barrels and 458,342 Mcf,
respectively, for the year ended December 31, 1995 as compared to the
year ended December 31, 1994. Volumes of oil sold decreased primarily
due to (i) adjustments made by a purchaser in 1994 related to oil sold
in prior periods, (ii) repairs resulting in the shutting-in of certain
wells, and (iii) normal declines in production on several wells during
the year ended December 31, 1995. Volumes of natural gas sold
decreased primarily due (i) several wells being shut-in and (ii)
normal declines in production on several wells. Average oil prices
increased to $16.86 per barrel for the year ended December 31, 1995 as
compared to $15.12 per barrel for the year ended December 31, 1994.
Average natural gas prices decreased to $1.49 per Mcf for the year
ended December 31, 1995 as compared to $1.84 per Mcf for the year
ended December 31, 1994.
Direct operating expenses (including lease operating expenses and
production taxes) decreased $537,103 for the year ended December 31,
1995 as compared to the year ended December 31, 1994. This decrease
was primarily due to the decrease in the volumes of oil and natural
gas sold. As a percentage of oil and gas sales, these expenses
increased slightly to 39.5% for the year ended December 31, 1995 from
37.4% for the year ended December 31, 1994. This percentage increase
was primarily due to the decrease in the average price of natural gas
44
<PAGE>
<PAGE>
sold during the year ended December 31, 1995 as compared to the year
ended December 31, 1994.
Depreciation, depletion, and amortization of oil and gas
properties decreased by $1,293,969 for the year ended December 31,
1995 as compared to the year ended December 31, 1994. This decrease
was primarily a result of the decrease in the volumes of oil and
natural gas sold during the year ended December 31, 1995 as compared
to the year ended December 31, 1994 and upward revisions of previous
reserve estimates at December 31, 1995. As a percentage of oil and
gas sales, this expense decreased to 39.4% for the year ended
December 31, 1995 from 49.2% for the year ended December 31, 1994.
This percentage decrease was primarily due to the increase in the
estimate of remaining reserves at December 31, 1995.
As set forth under "Results of Operations" above, the II-A
Partnership recognized a non-cash charge against earnings of $994,919
for the year ended December 31, 1995. This impairment provision was
necessary due to the unamortized costs of oil and gas properties
exceeding the undiscounted future net revenues from such oil and gas
properties, in accordance with the II-A Partnership's adoption of SFAS
No. 121. No similar charge was necessary during the year ended
December 31, 1994 under the II-A Partnership's prior impairment
policy.
General and administrative expenses increased by $87,983 for the
year ended December 31, 1995 as compared to the year ended
December 31, 1994. This dollar increase resulted primarily from an
increase in legal fees associated with a gas contract arbitration
matter the II-A Partnership is pursuing against Texaco. See "Item 3.
Legal Proceedings." As a percentage of oil and gas sales, this
expense increased to 14.0% for the year ended December 31, 1995 from
8.9% for the year ended December 31, 1994. This percentage increase
was primarily due to the decrease in oil and natural gas sales during
the year ended December 31, 1995.
The Limited Partners in the II-A Partnership have received cash
distributions through December 31, 1995 of $36,226,357 or 74.8% of
Limited Partner capital contributions.
45
<PAGE>
<PAGE>
Year Ended December 31, 1994 Compared
to Year Ended December 31, 1993
-------------------------------------
Total oil and gas sales increased 17.0% for the year ended
December 31, 1994 as compared to the year ended December 31, 1993.
This increase was primarily due to an increase in volumes of oil and
natural gas sold, partially offset by decreases in the average prices
of oil and natural gas sold. Volumes of oil and natural gas sold
increased 8,413 barrels and 737,821 Mcf, respectively, for the year
ended December 31, 1994 as compared to the year ended December 31,
1993. The increase in volumes of natural gas sold was primarily due
to non-recurring negative gas balancing volume adjustments being
recorded during the year ended December 31, 1993. Oil prices
decreased to an average of $15.12 per barrel for the year ended
December 31, 1994 from an average of $16.77 per barrel for the year
ended December 31, 1993. Natural gas prices decreased to an average
of $1.84 per Mcf for the year ended December 31, 1994 from an average
of $2.06 per Mcf for the year ended December 31, 1993.
Direct operating expenses (including lease operating expenses and
production taxes) decreased 9.9% for the year ended December 31, 1994
as compared to the year ended December 31, 1993 primarily due to
workover costs performed on certain wells during the year ended
December 31, 1993 with no similar expense during 1994, partially
offset by the increase in volumes of oil and natural gas sold
mentioned above. As a percentage of oil and gas sales, these expenses
decreased to 37.4% for the year ended December 31, 1994 from 48.6% for
the year ended December 31, 1993. This percentage decrease was
primarily due to the workover costs mentioned above, partially offset
by the decreases in the average prices of oil and natural gas sold.
Depreciation, depletion, and amortization of oil and gas
properties increased $217,983 for the year ended December 31, 1994 as
compared to the year ended December 31, 1993 primarily due to the
increase in oil and natural gas production during the year ended
December 31, 1994, partially offset by an upward revision of previous
reserve estimates. As a percentage of oil and gas sales, this expense
decreased to 49.2% for the year ended December 31, 1994 from 53.6% for
the year ended December 31, 1993. This percentage decrease was
primarily due to the upward revision of reserve estimates at
December 31, 1994, partially offset by the decreases in the average
prices of oil and natural gas sold during the year ended December 31,
1994.
46
<PAGE>
<PAGE>
General and administrative expenses increased $22,006 for the
year ended December 31, 1994 as compared to the year ended
December 31, 1993 primarily due to a non-recurring decrease in general
and administrative expenses in 1993 as a result of an overaccrued
general and administrative expense estimate at December 31, 1992. As
a percentage of oil and gas sales, this expense decreased to 8.9% for
the year ended December 31, 1994 from 10.0% for the year ended
December 31, 1993. This percentage decrease was primarily due to the
increase in oil and gas sales discussed above.
II-B Partnership
----------------
Year Ended December 31, 1995 Compared
to Year Ended December 31, 1994
-------------------------------------
Total oil and gas sales decreased 31.9% for the year ended
December 31, 1995 as compared to the year ended December 31, 1994.
This decrease was due to decreases in both the volumes and average
price of natural gas sold and the volumes of oil sold, partially
offset by an increase in the average price of oil sold. Volumes of
oil and natural gas sold decreased 29,795 barrels and 444,573 Mcf,
respectively, for the year ended December 31, 1995 as compared to the
year ended December 31, 1994. Volumes of oil sold decreased primarily
due to (i) repairs resulting in the shutting-in of certain wells, (ii)
the abandonment of one significant well, and (iii) normal declines in
production on several wells during the year ended December 31, 1995.
Volumes of natural gas sold decreased primarily due to (i) several
wells being shut-in and (ii) normal declines in production on several
wells during the year ended December 31, 1995. Average oil prices
increased to $16.62 per barrel for the year ended December 31, 1995 as
compared to $15.15 per barrel for the year ended December 31, 1994.
Average natural gas prices decreased to $1.54 per Mcf for the year
ended December 31, 1995 as compared to $1.83 per Mcf for the year
ended December 31, 1994.
Direct operating expenses (including lease operating expenses and
production taxes) decreased $490,194 for the year ended December 31,
1995 as compared to the year ended December 31, 1994. This decrease
was primarily due to the decrease in the volumes of oil and natural
gas sold for the year ended December 31, 1995. As a percentage of oil
and gas sales, these expenses increased to 47.6% for the year ended
December 31, 1995 from 42.8% for the year ended December 31, 1994.
This percentage increase was primarily due to the decrease in the
average price of natural gas sold for the year ended December 31,
1995.
47
<PAGE>
<PAGE>
Depreciation, depletion, and amortization of oil and gas
properties decreased by $1,350,803 for the year ended December 31,
1995 as compared to the year ended December 31, 1994. This decrease
was primarily a result of the decrease in the volumes of oil and
natural gas sold during the year ended December 31, 1995 and upward
revisions of previous reserve estimates at December 31, 1995. As a
percentage of oil and gas sales, this expense decreased to 44.8% for
the year ended December 31, 1995 from 59.3% for the year ended
December 31, 1994. This percentage decrease was primarily due to the
increase in the estimate of remaining reserves at December 31, 1995.
As set forth under "Results of Operations" above, the II-B
Partnership recognized a non-cash charge against earnings of $450,601
for the year ended December 31, 1995. This impairment provision was
necessary due to the unamortized costs of oil and gas properties
exceeding the undiscounted future net revenues from such oil and gas
properties, in accordance with the II-B Partnership's adoption of SFAS
No. 121. No similar charge was necessary during the year ended
December 31, 1994 under the II-B Partnership's prior impairment
policy.
General and administrative expenses increased by $150,179 for the
year ended December 31, 1995 as compared to the year ended
December 31, 1994. This dollar increase resulted primarily from an
increase in legal fees associated with a gas contract arbitration
matter the II-B Partnership is pursuing against Texaco. See "Item 3.
Legal Proceedings." As a percentage of oil and gas sales, this
expense increased to 17.9% for the year ended December 31, 1995 from
9.0% for the year ended December 31, 1994. This percentage increase
was primarily due to the decrease in oil and natural gas sales during
the year ended December 31, 1995.
The Limited Partners in the II-B Partnership have received cash
distributions through December 31, 1995 of $25,900,916 or 71.6% of
Limited Partner capital contributions.
48
<PAGE>
<PAGE>
Year Ended December 31, 1994 Compared
to Year Ended December 31, 1993
-------------------------------------
Total oil and gas sales increased 1.9% for the year ended
December 31, 1994 as compared to the year ended December 31, 1993.
This increase was primarily due to an increase in volumes of oil and
natural gas sold, partially offset by decreases in the average prices
of oil and natural gas sold. Volumes of oil and natural gas sold
increased 4,414 barrels and 320,009 Mcf, respectively, for the year
ended December 31, 1994 as compared to the year ended December 31,
1993. The increase in volumes of natural gas sold was primarily due
to non-recurring negative gas balancing volume adjustments being
recorded during the year ended December 31, 1993. Oil prices
decreased to an average of $15.15 per barrel for the year ended
December 31, 1994 from an average of $17.17 per barrel for the year
ended December 31, 1993. Natural gas prices decreased to an average
of $1.83 per Mcf for the year ended December 31, 1994 from an average
of $2.09 per Mcf for the year ended December 31, 1993.
Direct operating expenses (including lease operating expenses and
production taxes) increased 7.2% for the year ended December 31, 1994
as compared to the year ended December 31, 1993 primarily due to the
increase in volumes of oil and gas sold mentioned above, partially
offset by the expense of workovers performed on certain wells during
the year ended December 31, 1993 with no similar expense during 1994.
As a percentage of oil and gas sales, these expenses increased to
42.8% for the year ended December 31, 1994 from 40.7% for the year
ended December 31, 1993. This percentage increase was primarily due
to the dollar increase mentioned above and the decreases in the
average prices of oil and natural gas sold.
Depreciation, depletion, and amortization of oil and gas
properties increased $217,490 for the year ended December 31, 1994 as
compared to the year ended December 31, 1993 primarily due to the
increase in oil and gas production during the year ended December 31,
1994, partially offset by upward revisions of previous reserve
estimates. As a percentage of oil and gas sales, this expense
increased to 59.3% for the year ended December 31, 1994 from 55.7% for
the year ended December 31, 1993. This percentage increase was
primarily due to the dollar increase in depreciation, depletion, and
amortization discussed above and the decreases in the average prices
of oil and natural gas sold during the year ended December 31, 1994.
49
<PAGE>
<PAGE>
General and administrative expenses increased $15,967 for the
year ended December 31, 1994 as compared to the year ended
December 31, 1993 primarily due to a non-recurring decrease in general
and administrative expenses in 1993 as a result of an overaccrued
general and administrative expense estimate at December 31, 1992. As
a percentage of oil and gas sales, this expense remained relatively
constant for the year ended December 31, 1994 as compared to the year
ended December 31, 1993.
II-C Partnership
----------------
Year Ended December 31, 1995 Compared
to Year Ended December 31, 1994
-------------------------------------
Total oil and gas sales decreased 33.6% for the year ended
December 31, 1995 as compared to the year ended December 31, 1994.
This decrease was due to decreases in both the volumes and average
price of natural gas sold and the volumes of oil sold, partially
offset by an increase in the average price of oil sold. Volumes of
oil and natural gas sold decreased 7,691 barrels and 238,375 Mcf,
respectively, for the year ended December 31, 1995 as compared to the
year ended December 31, 1994. Volumes of oil sold decreased primarily
due to (i) repairs resulting in the shutting-in of certain wells, (ii)
the sale of several significant wells, and (iii) normal declines in
production on several wells during the year ended December 31, 1995.
Volumes of natural gas sold decreased primarily due to (i) several
wells being shut-in during the year ended December 31, 1995 and (ii)
normal declines in production on several wells during the year ended
December 31, 1995. Average oil prices increased to $16.92 per barrel
for the year ended December 31, 1995 as compared to $15.67 per barrel
for the year ended December 31, 1994. Average natural gas prices
decreased to $1.46 per Mcf for the year ended December 31, 1995 as
compared to $1.80 per Mcf for the year ended December 31, 1994.
Direct operating expenses (including lease operating expenses and
production taxes) decreased $121,209 for the year ended December 31,
1995 as compared to the year ended December 31, 1994. This decrease
was primarily due to the decrease in the volumes of oil and natural
gas sold during the year ended December 31, 1995, partially offset by
an increase in expenses related to workovers, production facilities,
and salt water disposal incurred during the year ended December 31,
1995. As a percentage of oil and gas sales, these expenses increased
to 46.0% for the year ended December 31, 1995 from 35.8% for the year
ended December 31, 1994. This percentage increase was primarily due
to the decrease in the average price of natural gas sold during the
year ended December 31, 1995.
50
<PAGE>
<PAGE>
Depreciation, depletion, and amortization of oil and gas
properties decreased by $630,923 for the year ended December 31, 1995
as compared to the year ended December 31, 1994. This decrease was
primarily a result of the decrease in the volumes of oil and natural
gas sold during the year ended December 31, 1995 and upward revisions
of previous reserve estimates at December 31, 1995. As a percentage
of oil and gas sales, this expense decreased to 43.7% for the year
ended December 31, 1995 from 56.6% for the year ended December 31,
1994. This percentage decrease was primarily due to the increase in
the estimate of remaining reserves at December 31, 1995, partially
offset by the decrease in the average price of natural gas sold during
the year ended December 31, 1995.
As set forth under "Results of Operations" above, the II-C
Partnership recognized a non-cash charge against earnings of $245,324
for the year ended December 31, 1995. This impairment provision was
necessary due to the unamortized costs of oil and gas properties
exceeding the undiscounted future net revenues from such oil and gas
properties, in accordance with the II-C Partnership's adoption of SFAS
No. 121. No similar charge was necessary during the year ended
December 31, 1994 under the II-C Partnership's prior impairment
policy.
General and administrative expenses increased by $65,190 for the
year ended December 31, 1995 as compared to the year ended
December 31, 1994. This dollar increase resulted primarily from an
increase in legal fees associated with a gas contract arbitration
matter the II-C Partnership is pursuing against Texaco. See "Item 3.
Legal Proceedings." As a percentage of oil and gas sales, this
expense increased to 16.4% for the year ended December 31, 1995 from
8.0% for the year ended December 31, 1994. This percentage increase
was primarily due to the dollar increase in general and administrative
expenses and the decrease in oil and natural gas sales, both of which
occurred during the year ended December 31, 1995.
The Limited Partners in the II-C Partnership have received cash
distributions through December 31, 1995 of $11,082,686 or 71.7% of
Limited Partner capital contributions.
51
<PAGE>
<PAGE>
Year Ended December 31, 1994 Compared
to Year Ended December 31, 1993
-------------------------------------
Total oil and gas sales increased 20.7% for the year ended
December 31, 1994 as compared to the year ended December 31, 1993.
This increase was primarily due to an increase in volumes of oil and
natural gas sold, partially offset by decreases in the average prices
of oil and natural gas sold. Volumes of oil and natural gas sold
increased 1,506 barrels and 300,253 Mcf, respectively, for the year
ended December 31, 1994 as compared to the year ended December 31,
1993. The increase in volumes of natural gas sold was primarily due
to non-recurring negative gas balancing volume adjustments being
recorded during the year ended December 31, 1993. Oil prices
decreased to an average of $15.67 per barrel for the year ended
December 31, 1994 from an average of $17.34 per barrel for the year
ended December 31, 1993. Natural gas prices decreased to an average
of $1.80 per Mcf for the year ended December 31, 1994 from an average
of $1.97 per Mcf for the year ended December 31, 1993.
Direct operating expenses (including lease operating expenses and
production taxes) increased 12.0% for the year ended December 31, 1994
as compared to the year ended December 31, 1993 primarily due to the
increase in production mentioned above, partially offset by workover
costs performed on certain wells during the year ended December 31,
1993 with no similar expense during 1994. As a percentage of oil and
gas sales, these expenses decreased to 35.8% for the year ended
December 31, 1994 from 38.6% for the year ended December 31, 1993.
This percentage decrease was primarily due to the fixed nature of
certain direct operating expenses being compared to the increased
revenues discussed above.
Depreciation, depletion, and amortization of oil and gas
properties increased $322,184 for the year ended December 31, 1994 as
compared to the year ended December 31, 1993 primarily due to the
increase in oil and gas production mentioned above. As a percentage
of oil and gas sales, this expense increased to 56.6% for the year
ended December 31, 1994 from 51.3% for the year ended December 31,
1993. This percentage increase was primarily due to the decreases in
the average prices of oil and natural gas sold.
General and administrative expenses increased $3,599 for the year
ended December 31, 1994 as compared to the year ended December 31,
1993 primarily due to a non-recurring decrease in general and
administrative expenses in 1993 as a result of an overaccrued general
and administrative expense estimate at December 31, 1992. As a
percentage of oil and gas sales, this expense decreased to 8.0% for
the year ended December 31, 1994 from 9.5% for the year ended
December 31, 1993. This percentage decrease was primarily due to the
increase in total revenues discussed above.
52
<PAGE>
<PAGE>
II-D Partnership
----------------
Year Ended December 31, 1995 Compared
to Year Ended December 31, 1994
-------------------------------------
Total oil and gas sales decreased 19.5% for the year ended
December 31, 1995 as compared to the year ended December 31, 1994.
This decrease was due to decreases in both the volumes and average
price of natural gas sold and the volumes of oil sold, partially
offset by an increase in the average price of oil sold. Volumes of
oil and natural gas sold decreased 4,697 barrels and 93,713 Mcf,
respectively, for the year ended December 31, 1995 as compared to the
year ended December 31, 1994. Average oil prices increased to $16.39
per barrel for the year ended December 31, 1995 as compared to $15.13
per barrel for the year ended December 31, 1994. Average natural gas
prices decreased to $1.28 per Mcf for the year December 31, 1995 as
compared to $1.72 per Mcf for the year ended December 31, 1994.
Direct operating expenses (including lease operating expenses and
production taxes) increased $400,483 for the year ended December 31,
1995 as compared to the year ended December 31, 1994. This increase
was primarily due to lease operating expense adjustments recognized
during the year ended December 31, 1994 associated with changes in
estimates by third party operators of gas balancing positions on
certain wells, partially offset by the decrease in the volumes of oil
and natural gas sold during the year ended December 31, 1995. As a
percentage of oil and gas sales, these expenses increased to 54.8% for
the year ended December 31, 1995 from 35.8% for the year ended
December 31, 1994. This percentage increase was primarily a result of
the dollar increase in direct operating expenses, partially offset by
the decrease in the average price of natural gas sold during the year
ended December 31, 1995.
Depreciation, depletion, and amortization of oil and gas
properties decreased by $1,264,015 for the year ended December 31,
1995 as compared to the year ended December 31, 1994. This decrease
was primarily a result of the decrease in the volumes of oil and
natural gas sold and upward revisions of previous reserve estimates at
December 31, 1995. As a percentage of oil and gas sales, this expense
decreased to 39.7% for the year ended December 31, 1995 from 58.0% for
the year ended December 31, 1994. This percentage decrease was
primarily due to the increase in the estimate of remaining reserves at
December 31, 1995, partially offset by the decrease in the average
price of natural gas sold during the year ended December 31, 1995.
53
<PAGE>
<PAGE>
As set forth under "Results of Operations" above, the II-D
Partnership recognized a non-cash charge against earnings of $370,172
for the year ended December 31, 1995. This impairment provision was
necessary due to the unamortized costs of oil and gas properties
exceeding the undiscounted future net revenues from such oil and gas
properties, in accordance with the II-D Partnership's adoption of SFAS
No. 121. No similar charge was necessary during the year ended
December 31, 1994 under the II-D Partnership's prior impairment
policy.
General and administrative expenses increased by $144,656 for the
year ended December 31, 1995 as compared to the year ended
December 31, 1994. This dollar increase resulted primarily from an
increase in legal fees associated with a gas contract arbitration
matter the II-D Partnership is pursuing against Texaco. See "Item 3.
Legal Proceedings." As a percentage of oil and gas sales, this
expense increased to 13.9% for the year ended December 31, 1995 from
8.2% for the year ended December 31, 1994. This percentage increase
was primarily due to the dollar increase in general and administrative
expenses and the decrease in oil and natural gas sales, both of which
occurred during the year ended December 31, 1995.
The Limited Partners in the II-D Partnership have received cash
distributions through December 31, 1995 of $21,209,903 or 67.4% of
Limited Partner capital contributions.
Year Ended December 31, 1994 Compared
to Year Ended December 31, 1993
-------------------------------------
Total oil and gas sales increased 11.4% for the year ended
December 31, 1994 as compared to the year ended December 31, 1993.
This increase was primarily due to an increase in volumes of oil and
natural gas sold, partially offset by decreases in the average prices
of oil and natural gas sold. Volumes of oil and natural gas sold
increased 1,357 barrels and 454,500 Mcf, respectively, for the year
ended December 31, 1994 as compared to the year ended December 31,
1993. The increase in volumes of natural gas sold was primarily due
to non-recurring negative gas balancing volume adjustments being
recorded during the year ended December 31, 1993. Oil prices
decreased to an average of $15.13 per barrel for the year ended
December 31, 1994 from an average of $16.52 per barrel for the year
ended December 31, 1993. Natural gas prices decreased to an average
of $1.72 per Mcf for the year ended December 31, 1994 from an average
of $1.83 per Mcf for the year ended December 31, 1993.
54
<PAGE>
<PAGE>
Direct operating expenses (including lease operating expenses and
production taxes) decreased 9.7% for the year ended December 31, 1994
as compared to the year ended December 31, 1993 primarily due to the
deferral of lease operating expenses associated with certain
underproduced wells for which new gas balancing information was
provided by third party operators in 1994, partially offset by the
increase in production mentioned above. As a percentage of oil and
gas sales, these expenses decreased to 35.8% for the year ended
December 31, 1994 from 44.1% for the year ended December 31, 1993.
This percentage decrease was primarily due to the dollar decrease in
direct operating expenses discussed above, partially offset by the
decreases in the average prices of oil and natural gas sold during the
year ended December 31, 1994.
Depreciation, depletion, and amortization of oil and gas
properties increased $610,298 for the year ended December 31, 1994 as
compared to the year ended December 31, 1993 primarily due to the
increase in oil and natural gas production during the year ended
December 31, 1994 and an increase in retirements, partially offset by
upward reserve revisions. As a percentage of oil and gas sales, this
expense increased to 58.0% for the year ended December 31, 1994 from
50.6% for the year ended December 31, 1993. This percentage increase
was primarily due to the dollar increase in depreciation, depletion,
and amortization and the decreases in the average prices of oil and
natural gas sold during the year ended December 31, 1994.
General and administrative expenses increased $78,103 for the
year ended December 31, 1994 as compared to the year ended
December 31, 1993 primarily due to a non-recurring decrease in general
and administrative expenses in 1993 as a result of an overaccrued
general and administrative expense estimate at December 31, 1992. As
a percentage of oil and gas sales, this expense remained relatively
constant for the year ended December 31, 1994 as compared to the year
ended December 31, 1993.
55
<PAGE>
<PAGE>
II-E Partnership
----------------
Year Ended December 31, 1995 Compared
to Year Ended December 31, 1994
-------------------------------------
Total oil and gas sales decreased 7.4% for the year ended
December 31, 1995 as compared to the year ended December 31, 1994.
This decrease was due to decreases in the volumes of oil sold and the
average price of natural gas sold, partially offset by an increase in
the volumes of natural gas sold and the average price of oil sold.
Volumes of oil sold decreased 2,976 barrels and volumes of natural gas
sold increased 84,152 Mcf for the year ended December 31, 1995 as
compared to the year ended December 31, 1994. Average oil prices
increased to $16.81 per barrel for the year ended December 31, 1995 as
compared to $15.45 per barrel for the year ended December 31, 1994.
Average natural gas prices decreased to $1.31 per Mcf for the year
ended December 31, 1995 as compared to $1.70 per Mcf for the year
ended December 31, 1994.
Direct operating expenses (including lease operating expenses and
production taxes) increased $204,609 for the year ended December 31,
1995 as compared to the year ended December 31, 1994. This increase
was primarily due to (i) a lease operating expense adjustment
recognized during the year ended December 31, 1994 associated with
changes in estimates by the third party operator of gas balancing
positions on certain wells and (ii) an increase in the volumes of
natural gas sold during the year ended December 31, 1995. As a
percentage of oil and gas sales, these expenses increased to 50.0% for
the year ended December 31, 1995 from 38.0% for the year ended
December 31, 1994. This percentage increase was primarily a result of
the decrease in the average price of natural gas sold during the year
ended December 31, 1995.
Depreciation, depletion, and amortization of oil and gas
properties decreased by $717,013 for the year ended December 31, 1995
as compared to the year ended December 31, 1994. This decrease was
primarily a result of the decrease in the volumes of oil sold and
upward revisions of previous reserve estimates at December 31, 1995,
partially offset by the increase in volumes of natural gas sold during
the same period. As a percentage of oil and gas sales, this expense
decreased to 59.1% for the year ended December 31, 1995 from 83.7% for
the year ended December 31, 1994. This percentage decrease was
primarily due to the increase in the estimate of remaining reserves
discussed above.
56
<PAGE>
<PAGE>
As set forth under "Results of Operations" above, the II-E
Partnership recognized a non-cash charge against earnings of $465,045
for the year ended December 31, 1995. This impairment provision was
necessary due to the unamortized costs of oil and gas properties
exceeding the undiscounted future net revenues from such oil and gas
properties, in accordance with the II-E Partnership's adoption of SFAS
No. 121. No similar charge was necessary during the year ended
December 31, 1994 under the II-E Partnership's prior impairment
policy.
General and administrative expenses increased by $344,472 for the
year ended December 31, 1995 as compared to the year ended
December 31, 1994. This dollar increase resulted primarily from an
increase in legal fees associated with a gas contract arbitration
matter the II-E Partnership is pursuing against Texaco. See "Item 3.
Legal Proceedings." As a percentage of oil and gas sales, this
expense increased to 26.8% for the year ended December 31, 1995 from
11.0% for the year ended December 31, 1994. This percentage increase
was primarily due to the dollar increase in general and administrative
expenses and the decrease in oil and natural gas sales during the year
ended December 31, 1995.
The Limited Partners in the II-E Partnership have received cash
distributions through December 31, 1995 of $12,406,574 or 54.2% of
Limited Partner capital contributions.
Year Ended December 31, 1994 Compared
to Year Ended December 31, 1993
-------------------------------------
Total oil and gas sales decreased 3.6% for the year ended
December 31, 1994 as compared to the year ended December 31, 1993.
This decrease was primarily due to a decrease in volumes of oil sold
and decreases in the average prices of oil and natural gas sold,
partially offset by an increase in the volumes of natural gas sold.
Volumes of oil sold decreased 2,067 barrels and volumes of natural gas
sold increased 100,628 Mcf for the year ended December 31, 1994 as
compared to the year ended December 31, 1993. Oil prices decreased to
an average of $15.45 per barrel for the year ended December 31, 1994
from an average of $16.46 per barrel for the year ended December 31,
1993. Natural gas prices decreased to an average of $1.70 per Mcf for
the year ended December 31, 1994 from an average of $1.92 per Mcf for
the year ended December 31, 1993.
57
<PAGE>
<PAGE>
Direct operating expenses (including lease operating expenses and
production taxes) decreased 4.8% for the year ended December 31, 1994
as compared to the year ended December 31, 1993 primarily due to a
decrease in production taxes as a result of decreasing oil and gas
sales for the year ended December 31, 1994 as compared to the year
ended December 31, 1993, partially offset by the increase in volumes
of natural gas sold discussed above. As a percentage of oil and gas
sales, these expenses remained relatively constant for the year ended
December 31, 1994 as compared to the year ended December 31, 1993.
Depreciation, depletion, and amortization of oil and gas
properties increased $244,958 for the year ended December 31, 1994 as
compared to the year ended December 31, 1993 primarily due to the
increase in both equivalent units of production and retirements during
1995. As a percentage of oil and gas sales, this expense increased to
83.7% for the year ended December 31, 1994 from 71.2% for the year
ended December 31, 1993. This percentage increase was primarily due
to the dollar increase in depreciation, depletion, and amortization
and the decreases in the average prices of oil and natural gas sold.
General and administrative expenses increased $38,174 for the
year ended December 31, 1994 as compared to the year ended
December 31, 1993 primarily due to a non-recurring decrease in general
and administrative expenses in 1993 as a result of an overaccrued
general and administrative expense estimate at December 31, 1992. As
a percentage of oil and gas sales, this expense increased to 11.0% for
the year ended December 31, 1994 from 9.1% for the year ended
December 31, 1993. This percentage increase was primarily due to the
decrease in total revenues discussed above.
II-F Partnership
----------------
Year Ended December 31, 1995 Compared
to Year Ended December 31, 1994
-------------------------------------
Total oil and gas sales decreased 12.4% for the year ended
December 31, 1995 as compared to the year ended December 31, 1994.
This decrease was due to decreases in both the volumes of oil sold and
the average price of natural gas sold, partially offset by an increase
in both the volumes of natural gas sold and the average price of oil
sold. Volumes of oil sold decreased 8,950 barrels and volumes of
natural gas sold increased 12,176 Mcf for the year ended December 31,
1995 as compared to the year ended December 31, 1994. Average oil
prices increased to $16.10 per barrel for the year ended December 31,
1995 as compared to $14.85 per barrel for the year ended December 31,
1994. Average natural gas prices decreased to $1.36 per Mcf for the
58
<PAGE>
<PAGE>
year ended December 31, 1995 as compared to $1.64 per Mcf for the year
ended December 31, 1994.
Direct operating expenses (including lease operating expenses and
production taxes) decreased $115,977 for the year ended December 31,
1995 as compared to the year ended December 31, 1994. This decrease
was primarily due to the decrease in the volumes of oil sold coupled
with a decrease in expenses related to workovers, repairs, and power
and fuel during the year ended December 31, 1995. As a percentage of
oil and gas sales, these expenses remained relatively constant at
32.6% for the year ended December 31, 1995 as compared to 33.6% for
the year ended December 31, 1994.
Depreciation, depletion, and amortization of oil and gas
properties decreased by $233,854 for the year ended December 31, 1995
as compared to the year ended December 31, 1994. This decrease was
primarily a result of the decrease in the volumes of oil sold during
the year ended December 31, 1995 and upward revisions of previous
reserve estimates at December 31, 1995. As a percentage of oil and
gas sales, this expense decreased to 51.1% for the year ended
December 31, 1995 from 54.8% for the year ended December 31, 1994.
This percentage decrease was primarily due to the increase in the
estimate of remaining reserves discussed above, partially offset by
the decrease in the average price of natural gas sold during the year
ended December 31, 1995.
As set forth under "Results of Operations" above, the II-F
Partnership recognized a non-cash charge against earnings of $312,270
for the year ended December 31, 1995. This impairment provision was
necessary due to the unamortized costs of oil and gas properties
exceeding the undiscounted future net revenues from such oil and gas
properties, in accordance with the II-F Partnership's adoption of SFAS
No. 121. No similar charge was necessary during the year ended
December 31, 1994 under the II-F Partnership's prior impairment
policy.
General and administrative expenses remained relatively constant
for the year ended December 31, 1995 as compared to the similar period
in 1994. As a percentage of oil and gas sales, these expenses
increased slightly to 9.9% for the year ended December 31, 1995 from
8.8% for the year ended December 31, 1994. This percentage increase
was primarily due to the decrease in oil and gas sales during the year
ended December 31, 1995 as compared to the year ended December 31,
1994.
The Limited Partners in the II-F Partnership have received cash
distributions through December 31, 1995 of $11,557,051 or 67.4% of
Limited Partner capital contributions.
59
<PAGE>
<PAGE>
Year Ended December 31, 1994 Compared
to Year Ended December 31, 1993
-------------------------------------
Total oil and gas sales decreased 12.1% for the year ended
December 31, 1994 as compared to the year ended December 31, 1993.
This decrease was primarily due to a decrease in volumes of natural
gas sold and decreases in the average prices of oil and natural gas
sold, partially offset by an increase in volumes of oil sold. Volumes
of oil sold increased 2,529 barrels and volumes of natural gas sold
decreased 49,466 Mcf for the year ended December 31, 1994 as compared
to the year ended December 31, 1993. Oil prices decreased to an
average of $14.85 per barrel for the year ended December 31, 1994 from
an average of $16.00 per barrel for the year ended December 31, 1993.
Natural gas prices decreased to an average of $1.64 per Mcf for the
year ended December 31, 1994 from an average of $1.88 per Mcf for the
year ended December 31, 1993.
Direct operating expenses (including lease operating expenses and
production taxes) increased 14.0% for the year ended December 31, 1994
as compared to the year ended December 31, 1993 primarily due to an
increase in workovers on certain wells in 1994, partially offset by
the decrease in equivalent units of production during the year ended
December 31, 1994. As a percentage of oil and gas sales, these
expenses increased to 33.6% for the year ended December 31, 1994 from
25.9% for the year ended December 31, 1993. This percentage increase
was primarily due to the dollar increase in direct operating expenses
and the decreases in the average prices of oil and natural gas sold
during the year ended December 31, 1994.
Depreciation, depletion, and amortization of oil and gas
properties decreased $321,512 for the year ended December 31, 1994 as
compared to the year ended December 31, 1993 primarily due to the (i)
decrease in equivalent units of production, (ii) upward revisions of
previous reserve estimates, and (iii) several properties having been
significantly depleted in 1993, leaving a smaller basis to deplete in
1994. As a percentage of oil and gas sales, this expense decreased to
54.8% for the year ended December 31, 1994 from 60.4% for the year
ended December 31, 1993. This percentage decrease was primarily due
to the dollar decrease mentioned above, partially offset by decreases
in the average prices of oil and natural gas sold.
General and administrative expenses increased $28,556 for the
year ended December 31, 1994 as compared to the year ended
December 31, 1993 primarily due to a non-recurring decrease in general
and administrative expenses in 1993 as a result of an overaccrued
general and administrative expense estimate at December 31, 1992. As
a percentage of oil and gas sales, this expense increased to 8.8% for
the year ended December 31, 1994 from 6.7% for the year ended
60
<PAGE>
<PAGE>
December 31, 1993. This percentage increase was primarily due to the
decrease in total revenues discussed above.
II-G Partnership
----------------
Year Ended December 31, 1995 Compared
to Year Ended December 31, 1994
-------------------------------------
Total oil and gas sales decreased 15.0% for the year ended
December 31, 1995 as compared to the year ended December 31, 1994.
This decrease was due to decreases in both the volumes and average
price of natural gas sold and the volumes of oil sold, partially
offset by an increase in the average price of oil sold. Volumes of
oil and natural gas sold decreased 18,828 barrels and 88,781 Mcf,
respectively, for the year ended December 31, 1995 as compared to the
year ended December 31, 1994. Average oil prices increased to $16.11
per barrel for the year ended December 31, 1995 as compared to $14.86
per barrel for the year ended December 31, 1994. Average natural gas
prices decreased to $1.36 per Mcf for the year ended December 31, 1995
compared to $1.63 per Mcf for the year ended December 31, 1994.
Direct operating expenses (including lease operating expenses and
production taxes) decreased $372,201 for the year ended December 31,
1995 as compared to the year ended December 31, 1994. This decrease
was primarily due to the decrease in the volumes of oil and natural
gas sold coupled with a decrease in expenses related to workovers and
production facilities during the year ended December 31, 1995. As a
percentage of oil and gas sales, these expenses decreased to 33.5% for
the year ended December 31, 1995 from 35.7% for the year ended
December 31, 1994. This percentage decrease was primarily due to the
decrease in workover expenses during the year ended December 31, 1995
as compared to the year ended December 31, 1994.
Depreciation, depletion, and amortization of oil and gas
properties decreased by $502,587 for the year ended December 31, 1995
as compared to the year ended December 31, 1994. This decrease was
primarily a result of the decrease in the volumes of oil and natural
gas sold during the year ended December 31, 1995 and upward revisions
of previous reserve estimates at December 31, 1995. As a percentage
of oil and gas sales, this expense decreased to 53.1% for the year
ended December 31, 1995 from 54.9% for the year ended December 31,
1994. This percentage decrease was primarily due to the upward
revision in reserve estimates discussed above, partially offset by the
decrease in the average price of natural gas sold during the year
ended December 31, 1995 as compared to the year ended December 31,
1994.
61
<PAGE>
<PAGE>
As set forth under "Results of Operations" above, the II-G
Partnership recognized a non-cash charge against earnings of $839,228
for the year ended December 31, 1995. This impairment provision was
necessary due to the unamortized costs of oil and gas properties
exceeding the undiscounted future net revenues from such oil and gas
properties, in accordance with the II-G Partnership's adoption of SFAS
No. 121. No similar charge was necessary during the year ended
December 31, 1994 under the II-G Partnership's prior impairment
policy.
General and administrative expenses remained relatively constant
for the year ended December 31, 1995 as compared to the similar period
in 1994. As a percentage of oil and gas sales, these expenses
increased to 10.1% for the year ended December 31, 1995 from 8.6% for
the year ended December 31, 1994 due to the decrease in oil and gas
sales during the year ended December 31, 1995 as compared to the year
ended December 31, 1994.
The Limited Partners in the II-G Partnership have received cash
distributions through December 31, 1995 of $23,547,371 or 63.3% of
Limited Partner capital contributions.
Year Ended December 31, 1994 Compared
to Year Ended December 31, 1993
-------------------------------------
Total oil and gas sales decreased 8.3% for the year ended
December 31, 1994 as compared to the year ended December 31, 1993.
This decrease was primarily due to decreases in the average prices of
oil and natural gas sold, partially offset by an increase in the
volumes of oil and natural gas sold. Volumes of oil and natural gas
sold increased 5,754 barrels and 41,805 Mcf, respectively, for the
year ended December 31, 1994 as compared to the year ended
December 31, 1993. Oil prices decreased to an average of $14.86 per
barrel for the year ended December 31, 1994 from an average of $16.01
per barrel for the year ended December 31, 1993. Natural gas prices
decreased to an average of $1.63 per Mcf for the year ended
December 31, 1994 from an average of $1.88 per Mcf for the year ended
December 31, 1993.
Direct operating expenses (including lease operating expenses and
production taxes) increased 23.4% for the year ended December 31, 1994
as compared to the year ended December 31, 1993 primarily due to the
increase in volumes of oil and natural gas sold and an increase in
workover expenses in 1994. As a percentage of oil and gas sales,
these expenses increased to 35.7% for the year ended December 31, 1994
from 26.5% for the year ended December 31, 1993. This percentage
increase was primarily due to the dollar increase in direct operating
expenses and the decreases in the average prices of oil and natural
gas sold.
62
<PAGE>
<PAGE>
Depreciation, depletion, and amortization of oil and gas
properties decreased $682,107 for the year ended December 31, 1994 as
compared to the year ended December 31, 1993 primarily due to several
properties having been significantly depleted in 1993, leaving a
smaller basis to deplete in 1994 coupled with upward revisions of
previous reserve estimates. This decrease was partially offset by the
increase in production mentioned above. As a percentage of oil and
gas sales, this expense decreased to 54.9% for the year ended Decem-
ber 31, 1994 from 62.6% for the year ended December 31, 1993. This
percentage decrease was primarily due to the dollar decrease in
depreciation, depletion, and amortization, partially offset by the
decreases in the average prices of oil and natural gas sold.
General and administrative expenses increased $64,489 for the
year ended December 31, 1994 as compared to the year ended
December 31, 1993 primarily due to a non-recurring decrease in general
and administrative expenses in 1993 as a result of an overaccrued
general and administrative expense estimate at December 31, 1992. As
a percentage of oil and gas sales, this expense increased to 8.6% for
the year ended December 31, 1994 from 6.8% for the year ended
December 31, 1993. This percentage increase was primarily due to the
decrease in total revenues discussed above.
II-H Partnership
----------------
Year Ended December 31, 1995 Compared
to Year Ended December 31, 1994
-------------------------------------
Total oil and gas sales decreased 13.7% for the year ended
December 31, 1995 as compared to the year ended December 31, 1994.
This decrease was due to decreases in both the volumes and average
price of natural gas sold and the volumes of oil sold, partially
offset by an increase in the average price of oil sold. Volumes of
oil and natural gas sold decreased 4,371 barrels and 2,807 Mcf,
respectively, for the year ended December 31, 1995 as compared to the
year ended December 31, 1994. Average oil prices increased to $16.12
per barrel for the year ended December 31, 1995 as compared to $14.86
per barrel for the year ended December 31, 1994. Average natural gas
prices decreased to $1.35 per Mcf for the year ended December 31, 1995
compared to $1.64 per Mcf for the year ended December 31, 1994.
63
<PAGE>
<PAGE>
Direct operating expenses (including lease operating expenses and
production taxes) decreased $68,709 for the year ended December 31,
1995 as compared to the year ended December 31, 1994. This decrease
was primarily due to the decrease in the volumes of oil and natural
gas sold and a decrease in expenses related to workovers and overhead
during the year ended December 31, 1995 as compared to the year ended
December 31, 1994. As a percentage of oil and gas sales, these
expenses remained relatively constant at 34.4% for the year ended
December 31, 1995 compared to 35.4% for the year ended December 31,
1994.
Depreciation, depletion, and amortization of oil and gas
properties decreased by $149,340 for the year ended December 31, 1995
as compared to the year ended December 31, 1994. This decrease was
primarily a result of the decrease in the volumes of oil and natural
gas sold during the year ended December 31, 1995 and upward revisions
of previous reserve estimates at December 31, 1995. As a percentage
of oil and gas sales, this expense decreased to 52.8% for the year
ended December 31, 1995 from 57.9% for the year ended December 31,
1994. This percentage decrease was primarily due to the increase in
the estimate of remaining reserves discussed above, partially offset
by the decrease in the average price of natural gas sold during the
year ended December 31, 1995.
As set forth under "Results of Operations" above, the II-H
Partnership recognized a non-cash charge against earnings of $259,808
for the year ended December 31, 1995. This impairment provision was
necessary due to the unamortized costs of oil and gas properties
exceeding the undiscounted future net revenues from such oil and gas
properties, in accordance with the II-H Partnership's adoption of SFAS
No. 121. No similar charge was necessary during the year ended
December 31, 1994 under the II-H Partnership's prior impairment
policy.
General and administrative expenses decreased by $3,398 for the
year ended December 31, 1995 as compared to the year ended
December 31, 1994. This dollar decrease resulted primarily from a
decrease in professional and filing fees. As a percentage of oil and
gas sales, these expenses increased to 10.3% for the year ended
December 31, 1995 from 9.2% for the year ended December 31, 1994.
This percentage increase resulted primarily from the decrease in oil
and gas sales during the year ended December 31, 1995 as compared to
the year ended December 31, 1994.
The Limited Partners in the II-H Partnership have received cash
distributions through December 31, 1995 of $5,436,364 or 59.3% of
Limited Partner capital contributions.
64
<PAGE>
<PAGE>
Year Ended December 31, 1994 Compared
to Year Ended December 31, 1993
-------------------------------------
Total oil and gas sales decreased 11.6% for the year ended
December 31, 1994 as compared to the year ended December 31, 1993.
This decrease was primarily due to a decrease in volumes of natural
gas sold and decreases in the average prices of oil and natural gas
sold, partially offset by an increase in the volumes of oil sold.
Volumes of oil sold increased 1,380 barrels and volumes of natural gas
sold decreased 18,620 Mcf for the year ended December 31, 1994 as
compared to the year ended December 31, 1993. Oil prices decreased to
an average of $14.86 per barrel for the year ended December 31, 1994
from an average of $16.01 per barrel for the year ended December 31,
1993. Natural gas prices decreased to an average of $1.64 per Mcf for
the year ended December 31, 1994 from an average of $1.89 per Mcf for
the year ended December 31, 1993.
Direct operating expenses (including lease operating expenses and
production taxes) increased 15.6% for the year ended December 31, 1994
as compared to the year ended December 31, 1993 primarily due to an
increase in workover expenses on certain wells in 1994, partially
offset by the decrease in equivalent units of production. As a
percentage of oil and gas sales, these expenses increased to 35.4% for
the year ended December 31, 1994 from 27.1% for the year ended
December 31, 1993. This percentage increase was primarily due to the
dollar increase mentioned above and the decreases in the average
prices of oil and natural gas sold.
Depreciation, depletion, and amortization of oil and gas
properties decreased $143,777 for the year ended December 31, 1994 as
compared to the year ended December 31, 1993 primarily due to the
decrease in equivalent units of production and several properties
having been significantly depleted in 1993, leaving a smaller basis to
deplete in 1994. As a percentage of oil and gas sales, this expense
decreased to 57.9% for the year ended December 31, 1994 from 61.7% for
the year ended December 31, 1993. This percentage decrease was
primarily due to the dollar decrease mentioned above, partially offset
by the decreases in the average prices of oil and natural gas sold.
General and administrative expenses increased $14,374 for the
year ended December 31, 1994 as compared to the year ended
December 31, 1993 primarily due to a non-recurring decrease in general
and administrative expenses in 1993 as a result of an overaccrued
general and administrative expense estimate at December 31, 1992. As
a percentage of oil and gas sales, this expense increased to 9.2% for
the year ended December 31, 1994 from 7.0% for the year ended
December 31, 1993. This percentage increase was primarily due to the
decrease in total revenues discussed above.
65
<PAGE>
<PAGE>
Average Sales Prices, Production Volumes, and Average Production
Costs
The following is a comparison of the annual average oil and gas
sales prices, production volumes, and average production costs (lease
operating expenses and production taxes) per equivalent unit (one
barrel of oil or six Mcf of gas) for the years ended December 31,
1995, 1994, and 1993. These factors comprise the change in net oil and
gas operations discussed in the "Results of Operations" section above.
66
<PAGE>
<PAGE>
1995 Compared to 1994
---------------------
Average Sales Prices
------------------------------------------------------------
P/ship 1995 1994 % Change
------ ---------------- ---------------- ----------
Oil Gas Oil Gas
($/Bbl) ($/Mcf) ($/Bbl) ($/Mcf) Oil Gas
------- ------- ------- ------- --- -----
II-A $16.86 $1.49 $15.12 $1.84 12% (19%)
II-B 16.62 1.54 15.15 1.83 10% (16%)
II-C 16.92 1.46 15.67 1.80 8% (19%)
II-D 16.39 1.28 15.13 1.72 8% (26%)
II-E 16.81 1.31 15.45 1.70 9% (23%)
II-F 16.10 1.36 14.85 1.64 8% (17%)
II-G 16.11 1.36 14.86 1.63 8% (17%)
II-H 16.12 1.35 14.86 1.64 8% (18%)
Production Volumes
- ----------------------------------------------------------------
P/ship 1995 1994 % Change
- ------ ------------------ ------------------ -------------
Oil Gas Oil Gas Oil Gas
(Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf)
------- --------- ------ --------- ------ -----
II-A 120,420 1,768,316 150,281 2,226,658 (20%) (21%)
II-B 81,304 1,205,296 111,099 1,649,869 (27%) (27%)
II-C 26,383 737,277 34,074 975,652 (23%) (24%)
II-D 88,913 1,906,303 93,610 2,000,016 ( 5%) ( 5%)
II-E 63,680 937,469 66,656 853,317 ( 4%) 10%
II-F 54,773 845,804 63,723 833,628 (14%) 1%
II-G 115,206 1,832,915 134,034 1,921,696 (14%) ( 5%)
II-H 26,870 449,854 31,241 452,661 (14%) ( 1%)
Average Production Costs
per Equivalent Unit
--------------------------------
P/ship 1995 1994 % Change
------ ----- ----- --------
II-A $4.45 $4.57 ( 2.6%)
II-B 5.40 5.22 3.4%
II-C 4.68 4.17 12.2%
II-D 5.25 4.07 29.0%
II-E 5.22 4.52 15.5%
II-F 3.38 3.84 (12.0%)
II-G 3.46 4.02 (13.9%)
II-H 3.52 4.01 (12.2%)
67
<PAGE>
<PAGE>
1994 Compared to 1993
---------------------
Average Sales Prices
--------------------------------------------------------------
P/ship 1994 1993 % Change
------ ---------------- ---------------- ------------
Oil Gas Oil Gas
($/Bbl) ($/Bbl) ($/Bbl) ($/Mcf) Oil Gas
------- ------- ------- ------- ----- -----
II-A $15.12 $1.84 $16.77 $2.06 (10%) (11%)
II-B 15.15 1.83 17.17 2.09 (12%) (12%)
II-C 15.67 1.80 17.34 1.97 (10%) ( 9%)
II-D 15.13 1.72 16.52 1.83 ( 8%) ( 6%)
II-E 15.45 1.70 16.46 1.92 ( 6%) (11%)
II-F 14.85 1.64 16.00 1.88 ( 7%) (13%)
II-G 14.86 1.63 16.01 1.88 ( 7%) (13%)
II-H 14.86 1.64 16.01 1.89 ( 7%) (13%)
Production Volumes
- ----------------------------------------------------------------
P/ship 1994 1993 % Change
- ------ ------------------ ------------------ -------------
Oil Gas Oil Gas Oil Gas
(Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf)
------- --------- ------- --------- ------ -----
II-A 150,281 2,226,658 141,868 1,488,837 6% 50%
II-B 111,099 1,649,869 106,685 1,329,860 4% 24%
II-C 34,074 975,652 32,568 675,399 5% 44%
II-D 93,610 2,000,016 92,253 1,545,516 1% 29%
II-E 66,656 853,317 68,723 752,689 (3%) 13%
II-F 63,723 833,628 61,194 883,094 4% ( 6%)
II-G 134,034 1,921,696 128,280 1,879,891 4% 2%
II-H 31,241 452,661 29,861 471,281 5% ( 4%)
Average Production Costs per Equivalent Unit
-------------------------------------------
P/ship 1994 1993 % Change
------ ----- ----- --------
II-A $4.57 $6.78 (33%)
II-B 5.22 5.73 ( 9%)
II-C 4.17 5.04 (17%)
II-D 4.07 5.49 (26%)
II-E 4.52 5.10 (11%)
II-F 3.84 3.27 17%
II-G 4.02 3.35 20%
II-H 4.01 3.41 18%
68
<PAGE>
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary data are indexed in
Item 14 hereof.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER
The Partnerships have no directors or executive officers. The
following individuals are directors and executive officers of the
General Partner. The business address of such directors and executive
officers is Two West Second Street, Tulsa, Oklahoma 74103.
Name Age Position with General Partner
---------------- --- --------------------------------
C. Philip Tholen 47 President and Chairman of
the Board of Directors
Dennis R. Neill 44 Senior Vice President and
Director
Jack A. Canon 46 Senior Vice President -
General Counsel
Drew S. Phillips 37 Vice President - Controller
Patrick M. Hall 37 Director
Annabel M. Jones 42 Secretary
Judy F. Hughes 49 Treasurer
The directors will hold office until the next annual meeting of
shareholders of the General Partner and until their successors have
been duly elected and qualified. All executive officers serve at the
discretion of the Boards of Directors.
69
<PAGE>
<PAGE>
C. Philip Tholen joined the Samson Companies in 1977 and has
served as President, Chief Executive Officer, and Director of the
General Partner since March 3, 1993. Prior to joining the Samson
Companies, he was an audit manager for Arthur Andersen & Co. in Tulsa
where he specialized in oil and natural gas industry audits and
contract audits. He holds a Bachelor of Science degree in accounting
from the University of Tulsa and is a Certified Public Accountant.
Mr. Tholen is also Executive Vice President, Chief Financial Officer,
Treasurer, and Director of Samson Investment Company; President, Chief
Executive Officer, and Chairman of the Board of Directors of Samson
Natural Gas Company, Dyco Petroleum Corporation, and Samson Resources
Company; President of two Divisions of Samson Natural Gas Company,
Samson Exploration Company and Samson Production Services Company;
Senior Vice President, Treasurer, and Director of Samson Properties
Incorporated; and Director of Circle L Drilling Company and Samson
Industrial Corporation.
Dennis R. Neill joined the Samson Companies in 1981 and was named
Senior Vice President and Director of the General Partner on March 3,
1993. Prior to joining the Samson Companies, he was associated with a
Tulsa law firm, Conner and Winters, where his principal practice was
in the securities area. He received a Bachelor of Arts degree in
political science from Oklahoma State University and a Juris Doctorate
degree from the University of Texas. Mr. Neill also serves as Senior
Vice President, Chief Operating Officer, and Director of Samson
Properties Incorporated; Senior Vice President of Samson Hydrocarbons
Company; Senior Vice President and Director of Dyco Petroleum
Corporation; and President and Chairman of the Board of Directors of
Samson Securities Company.
Jack A. Canon joined the Samson Companies in 1983 and has served
as Senior Vice President - General Counsel of the General Partner
since March 3, 1993. Prior to joining the Samson Companies, he served
as a staff attorney for Terra Resources, Inc. and was associated with
the Tulsa law firm of Dyer, Powers, Marsh, Turner and Armstrong. He
received a Bachelor of Science degree in accounting from Quincy
College and a Juris Doctorate degree from the University of Tulsa.
Mr. Canon also serves as Secretary of Samson Investment Company;
Director of Samson Natural Gas Company, Samson Properties
Incorporated, Circle L Drilling Company, and Samson Securities
Company; Senior Vice President - General Counsel of Samson Production
Services Company and Dyco Petroleum Corporation; and Vice President -
General Counsel of Samson Industrial Corporation.
70
<PAGE>
<PAGE>
Drew S. Phillips joined the Samson Companies in 1984 and has
served as Vice President - Controller of the General Partner since
March 3, 1993. Prior to joining the Samson Companies, Mr. Phillips
was a senior accountant for Arthur Andersen & Co. He received a
Bachelor of Science degree in business administration from the
University of Arkansas and a Juris Doctorate degree from the
University of Tulsa. A certified public accountant, Mr. Phillips is
also Vice President - Financial and Tax Accounting of Samson
Production Services Company.
Patrick M. Hall joined the Samson Companies in 1983 and was named
Director of the General Partner on March 3, 1993. Prior to joining
the Samson Companies he was a senior accountant with Peat Marwick
Main & Co. in Tulsa. He holds a Bachelor of Science degree in
accounting from Oklahoma State University and is a Certified Public
Accountant. Mr. Hall is also a Director of Samson Natural Gas
Company; Senior Vice President - Controller and Director of Samson
Properties Incorporated; and Senior Vice President - Controller of
Samson Production Services Company and Dyco Petroleum Corporation.
Annabel M. Jones joined the Samson Companies in 1982 and was
named Secretary of the General Partner on March 3, 1993. Prior to
joining the Samson Companies she served as associate general counsel
of the Oklahoma Securities Commission. She holds Bachelor of Arts (in
political science) and Juris Doctorate degrees from the University of
Oklahoma. Ms. Jones serves as Assistant General Counsel - Corporate
Affairs for Samson Production Services Company and is also Secretary
of Samson Properties Incorporated, Samson Natural Gas Company, Dyco
Petroleum Corporation, and Samson Industrial Corporation;
Vice-President, Secretary, and Director of Samson Securities Company;
and Assistant Secretary of Samson Investment Company.
Judy F. Hughes joined the Samson Companies in 1978 and was named
Treasurer of the General Partner on March 3, 1993. Prior to joining
the Samson Companies, she performed treasury functions with Reading &
Bates Corporation. She attended the University of Tulsa and also
serves as Treasurer of Samson Natural Gas Company, Dyco Petroleum
Corporation, and Samson Securities Company and Assistant Treasurer of
Samson Investment Company and Samson Industrial Corporation.
71
<PAGE>
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
The General Partner and its affiliates are reimbursed for actual
general and administrative costs and operating costs incurred and
attributable to the conduct of the business affairs and operations of
the Partnerships, computed on a cost basis, determined in accordance
with generally accepted accounting principles. Such reimbursed costs
and expenses allocated to the Partnerships include office rent,
secretarial, employee compensation and benefits, travel and
communication costs, fees for professional services, and other items
generally classified as general or administrative expense. The amount
of general and administrative expense allocated to the General Partner
and its affiliates which was charged to each Partnership for the years
ended December 31, 1995, 1994, and 1993 is set forth in the table
below.
Partnership 1995 1994 1993
----------- -------- -------- --------
II-A $509,772 $509,772 $509,772
II-B 380,760 380,757 380,761
II-C 162,756 162,759 162,683
II-D 331,452 331,451 330,685
II-E 240,864 240,864 240,864
II-F 180,420 180,421 180,420
II-G 391,776 391,778 391,788
II-H 96,540 96,358 96,540
None of the officers or directors of the General Partner receive
compensation directly from the Partnerships. The Partnerships
reimburse the General Partner or its affiliates for that portion of
such officers' and directors' salaries and expenses attributable to
time devoted by such individuals to the Partnerships' activities. The
following tables indicate the approximate amount of general and
administrative expense reimbursement attributable to the salaries of
the directors, officers, and employees of the General Partner and its
affiliates for the years ended December 31, 1995, 1994, and 1993:
72
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Salary Reimbursements
II-A Partnership
----------------
Long Term Compensation
-------------------------------
Annual Compensation Awards Payouts
------------------------- --------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ----- ------- ---------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Michael W.
Tomasso,
President,
Chief Executive
Officer<F1> 1993 - - - - - - -
C. Philip
Tholen,
President 1993 - - - - - - -
1994 - - - - - - -
1995 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group 1993 $270,179 - - - - - -
1994 $270,179 - - - - - -
1995 $278,336 - - - - - -
- ----------
<FN>
<F1> Mr. Tomasso served as President and Chief Executive Officer of the General Partner through
March 3, 1993.
</FN>
</TABLE>
73
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Salary Reimbursements
II-B Partnership
----------------
Long Term Compensation
-------------------------------
Annual Compensation Awards Payouts
------------------------- --------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ----- ------- ---------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Michael W.
Tomasso,
President,
Chief Executive
Officer<F1> 1993 - - - - - - -
C. Philip
Tholen,
President 1993 - - - - - - -
1994 - - - - - - -
1995 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group 1993 $201,803 - - - - - -
1994 $201,801 - - - - - -
1995 $207,895 - - - - - -
- ----------
<FN>
<F1> Mr. Tomasso served as President and Chief Executive Officer of the General Partner through
March 3, 1993.
</FN>
</TABLE>
74
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Salary Reimbursements
II-C Partnership
----------------
Long Term Compensation
-------------------------------
Annual Compensation Awards Payouts
------------------------- --------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ----- ------- ---------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Michael W.
Tomasso,
President,
Chief Executive
Officer<F1> 1993 - - - - - - -
C. Philip
Tholen,
President 1993 - - - - - - -
1994 - - - - - - -
1995 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group 1993 $86,222 - - - - - -
1994 $86,262 - - - - - -
1995 $88,865 - - - - - -
- ----------
<FN>
<F1> Mr. Tomasso served as President and Chief Executive Officer of the General Partner through
March 3, 1993.
</FN>
</TABLE>
75
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Salary Reimbursements
II-D Partnership
----------------
Long Term Compensation
-------------------------------
Annual Compensation Awards Payouts
------------------------- --------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ----- ------- ---------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Michael W.
Tomasso,
President,
Chief Executive
Officer<F1> 1993 - - - - - - -
C. Philip
Tholen,
President 1993 - - - - - - -
1994 - - - - - - -
1995 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group 1993 $175,263 - - - - - -
1994 $175,669 - - - - - -
1995 $180,973 - - - - - -
- ----------
<FN>
<F1> Mr. Tomasso served as President and Chief Executive Officer of the General Partner through
March 3, 1993.
</FN>
</TABLE>
76
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Salary Reimbursements
II-E Partnership
----------------
Long Term Compensation
-------------------------------
Annual Compensation Awards Payouts
------------------------- --------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- -------- ------- ------- ---------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Michael W.
Tomasso,
President,
Chief Executive
Officer<F1> 1993 - - - - - - -
C. Philip
Tholen,
President 1993 - - - - - - -
1994 - - - - - - -
1995 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group 1993 $127,658 - - - - - -
1994 $127,658 - - - - - -
1995 $131,512 - - - - - -
- ----------
<FN>
<F1> Mr. Tomasso served as President and Chief Executive Officer of the General Partner through
March 3, 1993.
</FN>
</TABLE>
77
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Salary Reimbursements
II-F Partnership
----------------
Long Term Compensation
-------------------------------
Annual Compensation Awards Payouts
------------------------- --------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Michael W.
Tomasso,
President,
Chief Executive
Officer<F1> 1993 - - - - - - -
C. Philip
Tholen,
President 1993 - - - - - - -
1994 - - - - - - -
1995 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group 1993 $95,623 - - - - - -
1994 $95,623 - - - - - -
1995 $98,509 - - - - - -
- ----------
<FN>
<F1> Mr. Tomasso served as President and Chief Executive Officer of the General Partner through
March 3, 1993.
</FN>
</TABLE>
78
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Salary Reimbursements
II-G Partnership
----------------
Long Term Compensation
-------------------------------
Annual Compensation Awards Payouts
------------------------- --------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Michael W.
Tomasso,
President,
Chief Executive
Officer<F1> 1993 - - - - - - -
C. Philip
Tholen,
President 1993 - - - - - - -
1994 - - - - - - -
1995 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group 1993 $207,648 - - - - - -
1994 $207,643 - - - - - -
1995 $213,910 - - - - - -
- ----------
<FN>
<F1> Mr. Tomasso served as President and Chief Executive Officer of the General Partner through
March 3, 1993.
</FN>
</TABLE>
79
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Salary Reimbursements
II-H Partnership
----------------
Long Term Compensation
-------------------------------
Annual Compensation Awards Payouts
------------------------- --------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Michael W.
Tomasso,
President,
Chief Executive
Officer<F1> 1993 - - - - - - -
C. Philip
Tholen,
President 1993 - - - - - - -
1994 - - - - - - -
1995 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group 1993 $51,166 - - - - - -
1994 $51,070 - - - - - -
1995 $52,711 - - - - - -
- ----------
<FN>
<F1> Mr. Tomasso served as President and Chief Executive Officer of the General Partner through
March 3, 1993.
</FN>
</TABLE>
80
<PAGE>
<PAGE>
Premier Gas Company ("Premier"), an affiliate of the Partnerships
until December 6, 1995, purchased a portion of the Partnerships' gas
at market prices and resold such gas at market prices directly to end
users and local distribution companies. Premier performs this
function for both the Partnerships and unrelated third parties. The
table below summarizes the dollar amount of gas sold by the Partner-
ships to Premier for the years ended December 31, 1995, 1994, and
1993.
Partnership 1995 1994 1993
----------- -------- ---------- ----------
II-A $825,515 $1,085,911 $1,063,966
II-B 374,717 595,951 422,202
II-C 225,948 365,980 267,852
II-D 682,346 909,348 707,391
II-E 593,218 618,067 456,173
II-F 367,527 543,786 309,628
II-G 776,211 1,150,665 656,517
II-H 182,878 272,053 155,801
See "Item 13. Certain Relationships and Related Transactions."
Affiliates of the Partnerships serve as operator of some of the
Partnerships' wells. The General Partner contracts with such
affiliates for services as operator of the wells. As operator, such
affiliates are compensated at rates provided in the operating
agreements in effect and charged to all parties to such agreement.
Such compensation may occur both prior and subsequent to the
commencement of commercial marketing of production of oil or gas. The
dollar amount of such compensation paid by the Partnerships to the
affiliates is impossible to quantify as of the date of this Annual
Report.
In addition to the compensation/reimbursements noted above, the
Samson Companies were in the business of supplying field and drilling
equipment and services to affiliated and unaffiliated parties in the
industry. These companies may have provided equipment and services
for wells in which the Partnerships have an interest. These equipment
and services were provided at prices or rates equal to or less than
those normally charged in the same or comparable geographic area by
unaffiliated persons or companies dealing at arm's length. The
operators of these wells bill the Partnerships for a portion of such
costs based upon the Partnerships' interest in the well.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table provides information as to the beneficial
ownership of the Units as of February 29, 1996 by (i) each beneficial
owner of more than 5% of the issued and outstanding Units, (ii) the
directors and officers of the General Partner, and (iii) the General
81
<PAGE>
<PAGE>
Partner and its affiliates. The address of each of such persons is
Samson Plaza, Two West Second Street, Tulsa, Oklahoma 74103.
Number of Units
Beneficially
Owned (Percent
Beneficial Owner of Outstanding)
- ------------------------------------ ------------------
II-A Partnership:
- ----------------
Samson Properties Incorporated 45,645 ( 9.4%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (10 persons) 45,645 ( 9.4%)
II-B Partnership:
- ----------------
Samson Properties Incorporated 38,393 (10.6%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (10 persons) 38,393 (10.6%)
II-C Partnership:
- ----------------
Samson Properties Incorporated 16,399 (10.6%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (10 persons) 16,399 (10.6%)
II-D Partnership:
- ----------------
Samson Properties Incorporated 28,241.5 ( 9.0%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (10 persons) 28,241.5 ( 9.0%)
II-E Partnership:
- ----------------
Samson Properties Incorporated 22,968 (10.0%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (10 persons) 22,968 (10.0%)
II-F Partnership:
- ----------------
Samson Properties Incorporated 15,680 ( 9.1%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (10 persons) 15,680 ( 9.1%)
82
<PAGE>
<PAGE>
II-G Partnership:
- ----------------
Samson Properties Incorporated 27,773 ( 7.5%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (10 persons) 27,773 ( 7.5%)
II-H Partnership:
- ----------------
Samson Properties Incorporated 10,776 (11.7%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (10 persons) 10,776 (11.7%)
To the best knowledge of the Partnerships and the General
Partner, there were no officers, directors, or 5% owners who were
delinquent filers of reports required under Section 16 of the
Securities Exchange Act of 1934.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The General Partner and certain of its affiliates engage in oil
and gas activities independently of the Partnerships which result in
conflicts of interest that cannot be totally eliminated. The
allocation of acquisition and drilling opportunities and the nature of
the compensation arrangements between the Partnerships and the General
Partner also create potential conflicts of interest. Affiliates of
the Partnerships own some of the Partnerships' Units and therefore
have an identity of interest with other Limited Partners with respect
to the operations of the Partnerships.
In order to attempt to assure limited liability for Limited
Partners as well as an orderly conduct of business, management of the
Partnerships is exercised solely by the General Partner. The
Partnership Agreements grant the General Partner broad discretionary
authority with respect to the Partnerships' participation in drilling
prospects and expenditure and control of funds, including borrowings.
These provisions are similar to those contained in prospectuses and
partnership agreements for other public oil and gas partnerships.
Broad discretion as to general management of the Partnerships involves
circumstances where the General Partner has conflicts of interest and
where it must allocate costs and expenses, or opportunities, among the
Partnerships and other competing interests.
The General Partner does not devote all of its time, efforts, and
personnel exclusively to the Partnerships. Furthermore, the
Partnerships do not have any employees, but instead rely on the
personnel of the Samson Companies. The Partnerships thus compete with
the Samson Companies (including other currently sponsored oil and gas
partnerships) for the time and resources of such personnel. The
Samson Companies devote such time and personnel to the management of
83
<PAGE>
<PAGE>
the Partnerships as are indicated by the circumstances and as are con-
sistent with the General Partner's fiduciary duties.
As a result of Samson Investment Company's ("Samson") acquisition
of Geodyne Resources, Samson, PaineWebber, Geodyne Resources, and the
General Partner entered into an advisory agreement which relates
primarily to the Partnerships. PaineWebber served as the dealer
manager of the original offering of Units. The Advisory Agreement
became effective on March 3, 1993 and will generally continue in
effect for a period of five years from the date thereof. The Advisory
Agreement provides that: (i) Samson, Geodyne Resources, and the
General Partners will comply, and will cause the Partnerships to
comply, with provisions of the Partnership Agreements (including all
restrictions, prohibitions, and other provisions of such agreements
concerning transactions in which Samson or its affiliates purchase or
sell properties from or to, or render services to, the Partnerships
and the terms of such agreements relating to farmouts of oil and gas
properties), and Samson and Geodyne Resources will cause the General
Partner to comply with all applicable fiduciary duties; (ii) Samson
will review periodically with PaineWebber on a retrospective basis the
general operations and performance of the Partnerships and the terms
of any material transaction by a Partnership, including any
transaction that involves participation by the Samson Companies; and
(iii) Samson will review with PaineWebber on a prospective basis, and
will allow PaineWebber to advise Samson and to comment on, (A) any
General Partner-initiated amendment to a Partnership Agreement which
requires a vote of the Limited Partners of such Partnership and (B)
any proposal initiated by the General Partner or any of its affiliates
that would involve a reorganization, merger, or consolidation of a
Partnership, a sale of all or substantially all of the assets of a
Partnership (including a roll-up or corporate stock exchange), the
liquidation or dissolution of a Partnership, or the exchange of cash,
securities, or other assets for all or any outstanding Units.
In addition, the Advisory Agreement provides that: (i) Samson
will cause Geodyne Resources to offer to repurchase Units at a price
to be calculated in accordance with certain guidelines and to be paid
in cash or a combination of cash and certain securities, all subject
to certain limitations and restrictions; (ii) for a 24-month period
beginning on March 1, 1993, the aggregate annual maximum amount
chargeable to the Partnerships for direct administrative costs and
general and administrative costs (as defined in the Partnership
Agreements) will be reduced by an aggregate $800,000 from current
levels for all partnerships sponsored by Geodyne Resources'
subsidiaries and that certain other limits on amounts charged to the
Partnerships for general and administrative costs will be observed;
(iii) Samson will provide PaineWebber certain information relating to
the Partnerships and the Limited Partners; (iv) Samson and Geodyne
Resources will maintain an "800" investor services telephone number;
(v) Samson and Geodyne Resources will take certain actions with
respect to oil and gas properties held by nominees, insurance
maintained by the Partnerships, approval as to transfers of interests
in the Partnerships and the selection of independent reserve
engineers; (vi) Samson and Geodyne Resources acknowledge the standing
84
<PAGE>
<PAGE>
of PaineWebber to institute actions, subject to certain limitations,
in connection with the Advisory Agreement on behalf of the Limited
Partners; and (vii) if Samson proposes a consolidation, merger, or
exchange offer involving any limited partnership managed by Samson
(other than Samson Energy Company Limited Partnership), it will
propose to include all of the Partnerships in such transaction or
provide a statement to PaineWebber as to the reasons why some or all
of the Partnerships are not included in such transaction.
Pursuant to the Advisory Agreement, Geodyne Resources has agreed
to reimburse PaineWebber for all reasonable expenses incurred by it in
connection with the matters contemplated by the Advisory Agreement,
and Samson has agreed to indemnify PaineWebber and certain related
parties from certain liabilities incurred in connection with the
Advisory Agreement.
Affiliates of the Partnerships are solely responsible for the
negotiation, administration, and enforcement of oil and gas sales
agreements covering the Partnerships' leasehold interests. Until
December 6, 1995, the General Partner had delegated the negotiation,
administration, and enforcement of its gas sales agreements to
Premier. In addition to providing such administrative services,
Premier purchased and resold gas directly to end-users and local
distribution companies. Because affiliates of the Partnership who
provide services to the Partnership have fiduciary or other duties to
other members of the Samson Companies, contract amendments and
negotiating positions taken by them in their effort to enforce
contracts with purchasers may not necessarily represent the positions
that the Partnership would take if it were to administer their own
contracts without involvement with other members of the Samson
Companies. On the other hand, management believes that the
Partnerships's negotiating strength and contractual positions have
been enhanced by virtue of their affiliation with the Samson
Companies. For a description of certain of the relationships and
related transactions see "Item 11. Executive Compensation."
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM
8-K
(a) Financial Statements, Financial Statement Schedules, and
Exhibits.
(1) Financial Statements: The following financial
statements for the
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
85
<PAGE>
<PAGE>
as of December 31, 1995 and 1994 and for each of the
three years in the period ended December 31, 1995 are
filed as part of this report:
Report of Independent Accountants
Combined Balance Sheets
Combined Statements of Operations
Combined Statements of Changes in
Partners' Capital (Deficit)
Combined Statements of Cash Flows
Notes to Combined Financial Statements
(2) Financial Statement Schedules:
None. These schedules have been omitted since the
required information is presented in the financial
statements or is not applicable.
(3) Exhibits:
4.1 The Certificate and Agreements of Limited
Partnership for the following Partnerships have
been previously filed with the Securities and
Exchange Commission as Exhibit 2.1 to Form 8-A
filed by each Partnership on the dates shown below
and are hereby incorporated by reference.
Partnership Filing Date File No.
----------- ------------ --------
II-A November 18, 1987 0-16388
II-B November 19, 1987 0-16405
II-C August 5, 1988 0-16981
II-D August 5, 1988 0-16980
II-E November 17, 1988 0-17320
II-F June 5, 1989 0-17799
II-G June 5, 1989 0-17802
II-H February 20, 1990 0-18305
4.2 The Agreements of Partnership for the following
Production Partnerships have been previously filed
with the Securities and Exchange Commission as
Exhibit 2.2 to Form 8-A filed by the related
Partnerships on the dates shown below and are
hereby incorporated by reference.
86
<PAGE>
<PAGE>
Partnership Filing Date
----------- -----------
II-A November 18, 1987
II-B November 19, 1987
II-C August 5, 1988
II-D August 5, 1988
II-E November 17, 1988
II-F June 5, 1989
II-G June 5, 1989
II-H February 20, 1990
4.3 Advisory Agreement dated as of November 24, 1992
between Samson, PaineWebber, Geodyne Resources,
Geodyne Properties, Inc., Geodyne Production
Company, and Geodyne Energy Company filed as
Exhibit 28.3 to Registrant's Current Report on
Form 8-K on December 24, 1992 and is hereby
incorporated by reference.
4.4 Second Amendment to Amended and Restated Agreement
and Certificate of Limited Partnership of Geodyne
Energy Income Limited Partnership II-A, filed as
Exhibit 4.1 to Registrant's Current Report on Form
8-K dated August 2, 1993 and filed with the
Securities and Exchange Commission on August 10,
1993 and is hereby incorporated by reference.
4.5 Second Amendment to Amended and Restated Agreement
and Certificate of Limited Partnership of Geodyne
Energy Income Limited Partnership II-B, filed as
Exhibit 4.2 to Registrant's Current Report on Form
8-K dated August 2, 1993 and filed with the
Securities and Exchange Commission on August 10,
1993 and is hereby incorporated by reference.
4.6 Second Amendment to Amended and Restated Agreement
and Certificate of Limited Partnership of Geodyne
Energy Income Limited Partnership II-C, filed as
Exhibit 4.3 to Registrant's Current Report on Form
8-K dated August 2, 1993 and filed with the
Securities and Exchange Commission on August 10,
1993 and is hereby incorporated by reference.
4.7 Second Amendment to Amended and Restated Agreement
and Certificate of Limited Partnership of Geodyne
Energy Income Limited Partnership II-D, filed as
Exhibit 4.4 to Registrant's Current Report on Form
8-K dated August 2, 1993 and filed with the
Securities and Exchange Commission on August 10,
1993 and is hereby incorporated by reference.
87
<PAGE>
<PAGE>
4.8 Second Amendment to Amended and Restated Agreement
and Certificate of Limited Partnership of Geodyne
Energy Income Limited Partnership II-E, filed as
Exhibit 4.5 to Registrant's Current Report on Form
8-K dated August 2, 1993 and filed with the
Securities and Exchange Commission on August 10,
1993 and is hereby incorporated by reference.
4.9 Second Amendment to Amended and Restated Agreement
and Certificate of Limited Partnership of Geodyne
Energy Income Limited Partnership II-F, filed as
Exhibit 4.6 to Registrant's Current Report on Form
8-K dated August 2, 1993 and filed with the
Securities and Exchange Commission on August 10,
1993 and is hereby incorporated by reference.
4.10 Second Amendment to Amended and Restated Agreement
and Certificate of Limited Partnership of Geodyne
Energy Income Limited Partnership II-G, filed as
Exhibit 4.7 to Registrant's Current Report on Form
8-K dated August 2, 1993 and filed with the
Securities and Exchange Commission on August 10,
1993 and is hereby incorporated by reference.
4.11 Second Amendment to Amended and Restated Agreement
and Certificate of Limited Partnership of Geodyne
Energy Income Limited Partnership II-H, filed as
Exhibit 4.8 to Registrant's Current Report on Form
8-K dated August 2, 1993 and filed with the
Securities and Exchange Commission on August 10,
1993 and is hereby incorporated by reference.
* 4.12 Third Amendment to Agreement and Certificate of
Limited Partnership of Geodyne Energy Income
Limited Partnership II-E.
* 4.13 Third Amendment to Agreement and Certificate of
Limited Partnership of Geodyne Energy Income
Limited Partnership II-F.
* 4.14 Third Amendment to Agreement and Certificate of
Limited Partnership of Geodyne Energy Income
Limited Partnership II-G.
* 4.15 Third Amendment to Agreement and Certificate of
Limited Partnership of Geodyne Energy Income
Limited Partnership II-H.
* 23.1 Consent of Ryder Scott Company Petroleum Engineers
for Geodyne Energy Income Limited Partnership II-
A.
88
<PAGE>
<PAGE>
* 23.2 Consent of Ryder Scott Company Petroleum Engineers
for Geodyne Energy Income Limited Partnership II-
B.
* 23.3 Consent of Ryder Scott Company Petroleum Engineers
for Geodyne Energy Income Limited Partnership II-
C.
* 23.4 Consent of Ryder Scott Company Petroleum Engineers
for Geodyne Energy Income Limited Partnership II-
D.
* 23.5 Consent of Ryder Scott Company Petroleum Engineers
for Geodyne Energy Income Limited Partnership II-
E.
* 23.6 Consent of Ryder Scott Company Petroleum Engineers
for Geodyne Energy Income Limited Partnership II-
F.
* 23.7 Consent of Ryder Scott Company Petroleum Engineers
for Geodyne Energy Income Limited Partnership II-
G.
* 23.8 Consent of Ryder Scott Company Petroleum Engineers
for Geodyne Energy Income Limited Partnership II-
H.
* 27.1 Financial Data Schedule containing summary
financial information extracted from the Geodyne
Energy Income Limited Partnership II-A's financial
statements as of December 31, 1995 and for the
year ended December 31, 1995.
* 27.2 Financial Data Schedule containing summary
financial information extracted from the Geodyne
Energy Income Limited Partnership II-B's financial
statements as of December 31, 1995 and for the
year ended December 31, 1995.
* 27.3 Financial Data Schedule containing summary
financial information extracted from the Geodyne
Energy Income Limited Partnership II-C's financial
statements as of December 31, 1995 and for the
year ended December 31, 1995.
* 27.4 Financial Data Schedule containing summary
financial information extracted from the Geodyne
Energy Income Limited Partnership II-D's financial
statements as of December 31, 1995 and for the
year ended December 31, 1995.
* 27.5 Financial Data Schedule containing summary
financial information extracted from the Geodyne
Energy Income Limited Partnership II-E's financial
statements as of December 31, 1995 and for the
year ended December 31, 1995.
89
<PAGE>
<PAGE>
* 27.6 Financial Data Schedule containing summary
financial information extracted from the Geodyne
Energy Income Limited Partnership II-F's financial
statements as of December 31, 1995 and for the
year ended December 31, 1995.
* 27.7 Financial Data Schedule containing summary
financial information extracted from the Geodyne
Energy Income Limited Partnership II-G's financial
statements as of December 31, 1995 and for the
year ended December 31, 1995.
* 27.8 Financial Data Schedule containing summary
financial information extracted from the Geodyne
Energy Income Limited Partnership II-H's financial
statements as of December 31, 1995 and for the
year ended December 31, 1995.
All other Exhibits are omitted as inapplicable.
----------
*Filed herewith.
(b) Reports on Form 8-K for the fourth quarter of 1995:
None.
90
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly organized.
GEODYNE ENERGY INCOME LIMITED
PARTNERSHIP II-A
By: GEODYNE PROPERTIES, INC.
General Partner
April 4, 1996
By: /s/C. Philip Tholen
------------------------------
C. Philip Tholen
President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf
of the registrant and in the capacities on the dates indicated.
By: /s/C. Philip Tholen President and April 4, 1996
------------------- Chairman of the
C. Philip Tholen Board (Principal
Executive Officer)
/s/Dennis R. Neill Senior Vice April 4, 1996
------------------- President and
Dennis R. Neill Director
/s/Jack A. Canon Senior Vice April 4, 1996
------------------- President -
Jack A. Canon General Counsel
/s/Drew S. Phillips Vice-President - April 4, 1996
------------------- Controller
Drew S. Phillips (Principal
Accounting Officer)
/s/Patrick M. Hall Director April 4, 1996
-------------------
Patrick M. Hall
/s/Annabel M. Jones Secretary April 4, 1996
-------------------
Annabel M. Jones
/s/Judy F. Hughes Treasurer April 4, 1996
-------------------
Judy F. Hughes
91
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly organized.
GEODYNE ENERGY INCOME LIMITED
PARTNERSHIP II-B
By: GEODYNE PROPERTIES, INC.
General Partner
April 4, 1996
By: /s/C. Philip Tholen
------------------------------
C. Philip Tholen
President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf
of the registrant and in the capacities on the dates indicated.
By: /s/C. Philip Tholen President and April 4, 1996
------------------- Chairman of the
C. Philip Tholen Board (Principal
Executive Officer)
/s/Dennis R. Neill Senior Vice April 4, 1996
------------------- President and
Dennis R. Neill Director
/s/Jack A. Canon Senior Vice April 4, 1996
------------------- President -
Jack A. Canon General Counsel
/s/Drew S. Phillips Vice-President - April 4, 1996
------------------- Controller
Drew S. Phillips (Principal
Accounting Officer)
/s/Patrick M. Hall Director April 4, 1996
-------------------
Patrick M. Hall
/s/Annabel M. Jones Secretary April 4, 1996
-------------------
Annabel M. Jones
/s/Judy F. Hughes Treasurer April 4, 1996
-------------------
Judy F. Hughes
92
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly organized.
GEODYNE ENERGY INCOME LIMITED
PARTNERSHIP II-C
By: GEODYNE PROPERTIES, INC.
General Partner
April 4, 1996
By: /s/C. Philip Tholen
------------------------------
C. Philip Tholen
President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf
of the registrant and in the capacities on the dates indicated.
By: /s/C. Philip Tholen President and April 4, 1996
------------------- Chairman of the
C. Philip Tholen Board (Principal
Executive Officer)
/s/Dennis R. Neill Senior Vice April 4, 1996
------------------- President and
Dennis R. Neill Director
/s/Jack A. Canon Senior Vice April 4, 1996
------------------- President -
Jack A. Canon General Counsel
/s/Drew S. Phillips Vice-President - April 4, 1996
------------------- Controller
Drew S. Phillips (Principal
Accounting Officer)
/s/Patrick M. Hall Director April 4, 1996
-------------------
Patrick M. Hall
/s/Annabel M. Jones Secretary April 4, 1996
-------------------
Annabel M. Jones
/s/Judy F. Hughes Treasurer April 4, 1996
-------------------
Judy F. Hughes
93
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly organized.
GEODYNE ENERGY INCOME LIMITED
PARTNERSHIP II-D
By: GEODYNE PROPERTIES, INC.
General Partner
April 4, 1996
By: /s/C. Philip Tholen
------------------------------
C. Philip Tholen
President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf
of the registrant and in the capacities on the dates indicated.
By: /s/C. Philip Tholen President and April 4, 1996
------------------- Chairman of the
C. Philip Tholen Board (Principal
Executive Officer)
/s/Dennis R. Neill Senior Vice April 4, 1996
------------------- President and
Dennis R. Neill Director
/s/Jack A. Canon Senior Vice April 4, 1996
------------------- President -
Jack A. Canon General Counsel
/s/Drew S. Phillips Vice-President - April 4, 1996
------------------- Controller
Drew S. Phillips (Principal
Accounting Officer)
/s/Patrick M. Hall Director April 4, 1996
-------------------
Patrick M. Hall
/s/Annabel M. Jones Secretary April 4, 1996
-------------------
Annabel M. Jones
/s/Judy F. Hughes Treasurer April 4, 1996
-------------------
Judy F. Hughes
94
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly organized.
GEODYNE ENERGY INCOME LIMITED
PARTNERSHIP II-E
By: GEODYNE PROPERTIES, INC.
General Partner
April 4, 1996
By: /s/C. Philip Tholen
------------------------------
C. Philip Tholen
President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf
of the registrant and in the capacities on the dates indicated.
By: /s/C. Philip Tholen President and April 4, 1996
------------------- Chairman of the
C. Philip Tholen Board (Principal
Executive Officer)
/s/Dennis R. Neill Senior Vice April 4, 1996
------------------- President and
Dennis R. Neill Director
/s/Jack A. Canon Senior Vice April 4, 1996
------------------- President -
Jack A. Canon General Counsel
/s/Drew S. Phillips Vice-President - April 4, 1996
------------------- Controller
Drew S. Phillips (Principal
Accounting Officer)
/s/Patrick M. Hall Director April 4, 1996
-------------------
Patrick M. Hall
/s/Annabel M. Jones Secretary April 4, 1996
-------------------
Annabel M. Jones
/s/Judy F. Hughes Treasurer April 4, 1996
-------------------
Judy F. Hughes
95
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly organized.
GEODYNE ENERGY INCOME LIMITED
PARTNERSHIP II-F
By: GEODYNE PROPERTIES, INC.
General Partner
April 4, 1996
By: /s/C. Philip Tholen
------------------------------
C. Philip Tholen
President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf
of the registrant and in the capacities on the dates indicated.
By: /s/C. Philip Tholen President and April 4, 1996
------------------- Chairman of the
C. Philip Tholen Board (Principal
Executive Officer)
/s/Dennis R. Neill Senior Vice April 4, 1996
------------------- President and
Dennis R. Neill Director
/s/Jack A. Canon Senior Vice April 4, 1996
------------------- President -
Jack A. Canon General Counsel
/s/Drew S. Phillips Vice-President - April 4, 1996
------------------- Controller
Drew S. Phillips (Principal
Accounting Officer)
/s/Patrick M. Hall Director April 4, 1996
-------------------
Patrick M. Hall
/s/Annabel M. Jones Secretary April 4, 1996
-------------------
Annabel M. Jones
/s/Judy F. Hughes Treasurer April 4, 1996
-------------------
Judy F. Hughes
96
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly organized.
GEODYNE ENERGY INCOME LIMITED
PARTNERSHIP II-G
By: GEODYNE PROPERTIES, INC.
General Partner
April 4, 1996
By: /s/C. Philip Tholen
------------------------------
C. Philip Tholen
President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf
of the registrant and in the capacities on the dates indicated.
By: /s/C. Philip Tholen President and April 4, 1996
------------------- Chairman of the
C. Philip Tholen Board (Principal
Executive Officer)
/s/Dennis R. Neill Senior Vice April 4, 1996
------------------- President and
Dennis R. Neill Director
/s/Jack A. Canon Senior Vice April 4, 1996
------------------- President -
Jack A. Canon General Counsel
/s/Drew S. Phillips Vice-President - April 4, 1996
------------------- Controller
Drew S. Phillips (Principal
Accounting Officer)
/s/Patrick M. Hall Director April 4, 1996
-------------------
Patrick M. Hall
/s/Annabel M. Jones Secretary April 4, 1996
-------------------
Annabel M. Jones
/s/Judy F. Hughes Treasurer April 4, 1996
-------------------
Judy F. Hughes
97
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly organized.
GEODYNE ENERGY INCOME LIMITED
PARTNERSHIP II-H
By: GEODYNE PROPERTIES, INC.
General Partner
April 4, 1996
By: /s/C. Philip Tholen
------------------------------
C. Philip Tholen
President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf
of the registrant and in the capacities on the dates indicated.
By: /s/C. Philip Tholen President and April 4, 1996
------------------- Chairman of the
C. Philip Tholen Board (Principal
Executive Officer)
/s/Dennis R. Neill Senior Vice April 4, 1996
------------------- President and
Dennis R. Neill Director
/s/Jack A. Canon Senior Vice April 4, 1996
------------------- President -
Jack A. Canon General Counsel
/s/Drew S. Phillips Vice-President - April 4, 1996
------------------- Controller
Drew S. Phillips (Principal
Accounting Officer)
/s/Patrick M. Hall Director April 4, 1996
-------------------
Patrick M. Hall
/s/Annabel M. Jones Secretary April 4, 1996
-------------------
Annabel M. Jones
/s/Judy F. Hughes Treasurer April 4, 1996
-------------------
Judy F. Hughes
98
<PAGE>
<PAGE>
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
GEODYNE PRODUCTION PARTNERSHIP II-A
We have audited the combined balance sheets of the Geodyne Energy
Income Limited Partnership II-A, an Oklahoma limited partnership, and
Geodyne Production Partnership II-A, an Oklahoma general partnership,
as of December 31, 1995 and 1994 and the related combined statements
of operations, changes in partners' capital (deficit), and cash flows
for the years ended December 31, 1995, 1994, and 1993. These
financial statements are the responsibility of the Partnerships'
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the combined financial statements referred to
above present fairly, in all material respects, the combined financial
position of the Geodyne Energy Income Limited Partnership II-A and
Geodyne Production Partnership II-A at December 31, 1995 and 1994 and
the combined results of their operations and cash flows for the years
ended December 31, 1995, 1994, and 1993, in conformity with generally
accepted accounting principles.
As disclosed in Note 1 to the combined financial statements, the
Geodyne Energy Income Limited Partnership II-A and Geodyne Production
Partnership II-A changed their method of accounting for impairment of
their oil and gas properties as of October 1, 1995.
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma
March 25, 1996
F-1
<PAGE>
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-A
Combined Balance Sheets
December 31, 1995 and 1994
ASSETS
------
1995 1994
------------- -------------
CURRENT ASSETS:
Cash and cash equivalents $ 508,024 $ 793,694
Accounts receivable:
Oil and gas sales, including
$153,461 and $107,036 due from
related parties 765,075 829,056
---------- ----------
Total current assets $ 1,273,099 $ 1,622,750
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 7,390,812 10,069,976
DEFERRED CHARGE 1,169,277 980,772
---------- ----------
$ 9,833,188 $12,673,498
========== ==========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 213,126 $ 289,391
Gas imbalance payable 164,837 217,949
---------- ----------
Total current liabilities $ 377,963 $ 507,340
ACCRUED LIABILITY $ 272,667 $ 398,669
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 311,994) ($ 297,741)
Limited Partners, issued and
outstanding, 484,283 Units 9,494,552 12,065,230
---------- ----------
Total Partners' capital $ 9,182,558 $11,767,489
---------- ----------
$ 9,833,188 $12,673,498
========== ==========
The accompanying notes are an integral
part of these combined financial statements.
F-2
<PAGE>
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-A
Combined Statements of Operations
For the Years Ended December 31, 1995, 1994, and 1993
1995 1994 1993
------------ ---------- ------------
REVENUES:
Oil and gas sales,
including $825,515,
$1,085,911, and
$1,063,966 of sales to
related parties $4,671,555 $6,371,949 $5,445,632
Interest income 20,126 31,747 20,151
Gain on sale of oil and
gas properties 12,179 21,991 3,298
Other income - 72,028 1,423
--------- --------- ---------
$4,703,860 $6,497,715 $5,470,504
COSTS AND EXPENSES:
Lease operating $1,564,012 $2,023,881 $2,291,270
Production tax 282,252 359,486 354,917
Depreciation, depletion,
and amortization of oil
and gas properties 1,841,159 3,135,128 2,917,145
Impairment provision 994,919 - -
General and administrative 655,449 567,466 545,460
--------- --------- ---------
$5,337,791 $6,085,961 $6,108,792
--------- --------- ---------
NET INCOME (LOSS) ($ 633,931) $ 411,754 ($ 638,288)
========= ========= =========
GENERAL PARTNER -
NET INCOME $ 81,747 $ 145,993 $ 84,771
========= ========= =========
LIMITED PARTNERS -
NET INCOME (LOSS) ($ 715,678) $ 265,761 ($ 723,059)
========= ========= =========
NET INCOME (LOSS) per Unit ($ 1.48) $ .55 ($ 1.49)
========= ========= =========
UNITS OUTSTANDING 484,283 484,283 484,283
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-3
<PAGE>
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-A
Combined Statements of Changes in Partners' Capital (Deficit)
For the Years Ended December 31, 1995, 1994, and 1993
Limited General
Partners Partner Total
------------- ---------- -------------
Balance, Dec. 31, 1992 $17,956,097 ($240,427) $17,715,670
Net income (loss) ( 723,059) 84,771 ( 638,288)
Cash distributions ( 2,773,569) ( 148,078) ( 2,921,647)
---------- ------- ----------
Balance, Dec. 31, 1993 $14,459,469 ($303,734) $14,155,735
Net income 265,761 145,993 411,754
Cash distributions ( 2,660,000) ( 140,000) ( 2,800,000)
---------- ------- ----------
Balance, Dec. 31, 1994 $12,065,230 ($297,741) $11,767,489
Net income (loss) ( 715,678) 81,747 ( 633,931)
Cash Distributions ( 1,855,000) ( 96,000) ( 1,951,000)
---------- ------- ----------
Balance, Dec. 31, 1995 $ 9,494,552 ($311,994) $ 9,182,558
========== ======= ==========
The accompanying notes are an integral
part of these combined financial statements.
F-4
<PAGE>
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-A
Combined Statements of Cash Flows
For the Years Ended December 31, 1995, 1994, and 1993
1995 1994 1993
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income (loss) ($ 633,931) $ 411,754 ($ 638,288)
Adjustments to reconcile
net income (loss) to net
cash provided by
operating activities:
Depreciation, depletion,
and amortization of oil
and gas properties 1,841,159 3,135,128 2,917,145
Impairment provision 994,919 - -
Gain on sale of oil and
gas properties ( 12,179) ( 21,991) ( 3,298)
Decrease in accounts
receivable 63,981 163,316 86,829
Increase in deferred
charge ( 188,505) ( 159,357) ( 821,415)
Increase (decrease)
in accounts payable ( 76,265) ( 9,190) 115,934
Increase (decrease) in
gas imbalance payable ( 53,112) ( 755,225) 643,300
Increase (decrease) in
accrued liability ( 126,002) 53,007 345,662
--------- --------- ---------
Net cash provided by
operating activities $1,810,065 $2,817,442 $2,645,869
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 168,118) ($ 305,300) ($ 215,092)
Proceeds from sale of
oil and gas properties 23,383 34,826 485,634
--------- --------- ---------
Net cash provided (used)
by investing activities ($ 144,735) ($ 270,474) $ 270,542
--------- --------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($1,951,000) ($2,800,000) ($2,921,647)
--------- --------- ---------
Net cash used by financing
activities ($1,951,000) ($2,800,000) ($2,921,647)
--------- --------- ---------
NET DECREASE IN CASH AND
CASH EQUIVALENTS ($ 285,670) ($ 253,032) ($ 5,236)
F-5
<PAGE>
<PAGE>
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 793,694 1,046,726 1,051,962
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 508,024 $ 793,694 $1,046,726
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-6
<PAGE>
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
GEODYNE PRODUCTION PARTNERSHIP II-B
We have audited the combined balance sheets of the Geodyne Energy
Income Limited Partnership II-B, an Oklahoma limited partnership, and
Geodyne Production Partnership II-B, an Oklahoma general partnership,
as of December 31, 1995 and 1994 and the related combined statements
of operations, changes in partners' capital (deficit), and cash flows
for the years ended December 31, 1995, 1994, and 1993. These
financial statements are the responsibility of the Partnerships'
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the combined financial statements referred to
above present fairly, in all material respects, the combined financial
position of the Geodyne Energy Income Limited Partnership II-B and
Geodyne Production Partnership II-B at December 31, 1995 and 1994 and
the combined results of their operations and cash flows for the years
ended December 31, 1995, 1994, and 1993 in conformity with generally
accepted accounting principles.
As disclosed in Note 1 to the combined financial statements, the
Geodyne Energy Income Limited Partnership II-B and Geodyne Production
Partnership II-B changed their method of accounting for impairment of
their oil and gas properties as of October 1, 1995.
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma
March 25, 1996
F-7
<PAGE>
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-B
Combined Balance Sheets
December 31, 1995 and 1994
ASSETS
------
1995 1994
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 168,239 $ 623,450
Accounts receivable:
Oil and gas sales, including
$81,240 and $64,669 due
from related parties 584,133 572,547
--------- ---------
Total current assets $ 752,372 $1,195,997
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 5,258,752 6,932,761
DEFERRED CHARGE 226,303 173,300
--------- ---------
$6,237,427 $8,302,058
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 211,226 $ 222,404
Gas imbalance payable 15,048 18,793
--------- ---------
Total current liabilities $ 226,274 $ 241,197
ACCRUED LIABILITY $ 301,684 $ 369,296
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 246,438) ($ 222,879)
Limited Partners, issued and
outstanding, 361,719 Units 5,955,907 7,914,444
--------- ---------
Total Partners' capital $5,709,469 $7,691,565
--------- ---------
$6,237,427 $8,302,058
========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-8
<PAGE>
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-B
Combined Statements of Operations
For the Years Ended December 31, 1995, 1994, and 1993
1995 1994 1993
------------ ------------ ------------
REVENUES:
Oil and gas sales,
including $374,717,
$595,951, and
$422,202 of sales
to related parties $3,204,794 $4,703,629 $4,615,384
Interest income 9,960 20,907 11,162
Gain (loss) on sale of
oil and gas
properties 10,869 14,693 ( 7,270)
--------- --------- ---------
$3,225,623 $4,739,229 $4,619,276
COSTS AND EXPENSES:
Lease operating $1,315,780 $1,720,223 $1,596,910
Production tax 208,998 294,749 283,149
Depreciation, depletion,
and amortization of
oil and gas
properties 1,436,788 2,787,591 2,570,101
Impairment provision 450,601 - -
General and
administrative 574,552 424,373 408,406
--------- --------- ---------
$3,986,719 $5,226,936 $4,858,566
--------- --------- ---------
NET LOSS ($ 761,096) ($ 487,707) ($ 239,290)
========= ========= =========
GENERAL PARTNER -
NET INCOME $ 37,441 $ 87,118 $ 90,840
========= ========= =========
LIMITED PARTNERS -
NET LOSS ($ 798,537) ($ 574,825) ($ 330,130)
========= ========= =========
NET LOSS per Unit ($ 2.21) ($ 1.59) ($ .91)
========= ========= =========
UNITS OUTSTANDING 361,719 361,719 361,719
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-9
<PAGE>
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-B
Combined Statements of Changes in Partners' Capital (Deficit)
For the Years Ended December 31, 1995, 1994, and 1993
Limited General
Partners Partner Total
------------- ---------- -------------
Balance, Dec. 31, 1992 $13,387,529 ($179,762) $13,207,767
Net income (loss) ( 330,130) 90,840 ( 239,290)
Cash distributions ( 2,403,130) ( 108,075) ( 2,511,205)
---------- ------- ----------
Balance, Dec. 31, 1993 $10,654,269 ($196,997) $10,457,272
Net income (loss) ( 574,825) 87,118 ( 487,707)
Cash distributions ( 2,165,000) ( 113,000) ( 2,278,000)
---------- ------- ----------
Balance, Dec. 31, 1994 $ 7,914,444 ($222,879) $ 7,691,565
Net income (loss) ( 798,537) 37,441 ( 761,096)
Cash distributions ( 1,160,000) ( 61,000) ( 1,221,000)
---------- ------- ----------
Balance, Dec. 31, 1995 $ 5,955,907 ($246,438) $ 5,709,469
========== ======= ==========
The accompanying notes are an integral
part of these combined financial statements.
F-10
<PAGE>
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-B
Combined Statements of Cash Flows
For the Years Ended December 31, 1995, 1994, and 1993
1995 1994 1993
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss ($ 761,096) ($ 487,707) ($ 239,290)
Adjustments to reconcile
net loss to net
cash provided by
operating activities:
Depreciation, depletion,
and amortization of oil
and gas properties 1,436,788 2,787,591 2,570,101
Impairment provision 450,601 - -
(Gain) loss on sale of
oil and gas properties ( 10,869) ( 14,693) 7,270
Increase in deferred
charge ( 53,003) ( 48,827) -
Increase (decrease) in
accrued liability ( 67,612) 166,378 -
(Increase) decrease in
accounts receivable ( 11,586) 233,588 189,788
Increase (decrease) in
accounts payable ( 11,178) 22,788 92,594
Increase (decrease) in
gas imbalance payable ( 3,745) ( 184,769) 92,210
--------- --------- ---------
Net cash provided by
operating activities $ 968,300 $2,474,349 $2,712,673
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 217,765) ($ 203,350) ($ 138,546)
Proceeds from sale of
oil and gas properties 15,254 33,230 680
--------- --------- ---------
Net cash used by
investing activities ($ 202,511) ($ 170,120) ($ 137,866)
--------- --------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($1,221,000) ($2,278,000) ($2,511,205)
--------- --------- ---------
Net cash used by financing
activities ($1,221,000) ($2,278,000) ($2,511,205)
--------- --------- ---------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS ($ 455,211) $ 26,229 $ 63,602
F-11
<PAGE>
<PAGE>
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 623,450 597,221 533,619
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 168,239 $ 623,450 $ 597,221
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-12
<PAGE>
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
GEODYNE PRODUCTION PARTNERSHIP II-C
We have audited the combined balance sheets of the Geodyne Energy
Income Limited Partnership II-C, an Oklahoma limited partnership, and
Geodyne Production Partnership II-C, an Oklahoma general partnership,
as of December 31, 1995 and 1994 and the related combined statements
of operations, changes in partners' capital (deficit), and cash flows
for the years ended December 31, 1995, 1994, and 1993. These
financial statements are the responsibility of the Partnerships'
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the combined financial statements referred to
above present fairly, in all material respects, the combined financial
position of the Geodyne Energy Income Limited Partnership II-C and
Geodyne Production Partnership II-C at December 31, 1995 and 1994 and
the combined results of their operations and cash flows for the years
ended December 31, 1995, 1994, and 1993, in conformity with generally
accepted accounting principles.
As disclosed in Note 1 to the combined financial statements, the
Geodyne Energy Income Limited Partnership II-C and Geodyne Production
Partnership II-C changed their method of accounting for impairment of
their oil and gas properties as of October 1, 1995.
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma
March 25, 1996
F-13
<PAGE>
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-C
Combined Balance Sheets
December 31, 1995 and 1994
ASSETS
------
1995 1994
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 82,353 $ 380,901
Accounts receivable:
Oil and gas sales, including
$46,202 and $41,709 due
from related parties 291,365 288,238
--------- ---------
Total current assets $ 373,718 $ 669,139
NET OIL AND GAS PROPERTIES,
utilizing the successful efforts
method 2,572,284 3,411,988
DEFERRED CHARGE 259,941 210,793
--------- ---------
$3,205,943 $4,291,920
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 67,293 $ 56,341
Gas imbalance payable 59,892 104,939
--------- ---------
Total current liabilities $ 127,185 $ 161,280
ACCRUED LIABILITY $ 138,658 $ 122,531
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 99,615) ($ 84,153)
Limited Partners, issued and
outstanding, 154,621 Units 3,039,715 4,092,262
--------- ---------
Total Partners' capital $2,940,100 $4,008,109
--------- ---------
$3,205,943 $4,291,920
========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-14
<PAGE>
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-C
Combined Statements of Operations
For the Years Ended December 31, 1995, 1994, and 1993
1995 1994 1993
------------ ------------ ------------
REVENUES:
Oil and gas sales, including
$225,948, $365,980, and
$267,852 of sales
to related parties $1,519,937 $2,289,166 $1,896,565
Interest income 6,475 13,099 4,832
Gain (loss) on sale of oil
and gas properties 13,807 11,076 ( 11,756)
Other income - 180 -
--------- --------- ---------
$1,540,219 $2,313,521 $1,889,641
COSTS AND EXPENSES:
Lease operating $ 594,932 $ 663,437 $ 585,676
Production tax 103,713 156,417 146,040
Depreciation, depletion,
and amortization of oil
and gas properties 664,376 1,295,299 973,115
Impairment provision 245,324 - -
General and administrative 248,883 183,693 180,094
Other - - 2,203
--------- --------- ---------
$1,857,228 $2,298,846 $1,887,128
--------- --------- ---------
NET INCOME (LOSS) ($ 317,009) $ 14,675 $ 2,513
========= ========= =========
GENERAL PARTNER - NET INCOME $ 20,538 $ 52,546 $ 39,050
========= ========= =========
LIMITED PARTNERS - NET LOSS ($ 337,547) ($ 37,871) ($ 36,537)
========= ========= =========
NET LOSS per Unit ($ 2.18) ($ .24) ($ .24)
========= ========= =========
UNITS OUTSTANDING 154,621 154,621 154,621
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-15
<PAGE>
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-C
Combined Statements of Changes in Partners' Capital (Deficit)
For the Years Ended December 31, 1995, 1994, and 1993
Limited General
Partners Partner Total
------------ --------- ------------
Balance, Dec. 31, 1992 $6,407,337 ($64,354) $6,342,983
Net income (loss) ( 36,537) 39,050 2,513
Cash distributions ( 1,150,667) ( 54,895) ( 1,205,562)
--------- ------ ---------
Balance, Dec. 31, 1993 $5,220,133 ($80,199) $5,139,934
Net income (loss) ( 37,871) 52,546 14,675
Cash distributions ( 1,090,000) ( 56,500) ( 1,146,500)
--------- ------ ---------
Balance, Dec. 31, 1994 $4,092,262 ($84,153) $4,008,109
Net income (loss) ( 337,547) 20,538 ( 317,009)
Cash distributions ( 715,000) ( 36,000) ( 751,000)
--------- ------ ---------
Balance, Dec. 31, 1995 $3,039,715 ($99,615) $2,940,100
========= ====== =========
The accompanying notes are an integral
part of these combined financial statements.
F-16
<PAGE>
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-C
Combined Statements of Cash Flows
For the Years Ended December 31, 1995, 1994, and 1993
1995 1994 1993
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income (loss) ($ 317,009) $ 14,675 $ 2,513
Adjustments to reconcile
net income (loss) to
net cash provided by
operating activities:
Depreciation, depletion,
and amortization of oil
and gas properties 664,376 1,295,299 973,115
Impairment provision 245,324 - -
(Gain) loss on sale of
oil and gas properties ( 13,807) ( 11,076) 11,756
(Increase) decrease in
accounts receivable ( 3,127) 72,543 13,316
Increase (decrease) in
accounts payable 10,952 ( 8,557) 28,455
Increase in deferred
charge ( 49,148) ( 27,159) ( 183,634)
Increase (decrease) in
gas imbalance payable ( 45,047) ( 104,745) 209,684
Increase in accrued
liability 16,127 50,653 71,878
--------- --------- ---------
Net cash provided by
operating activities $ 508,641 $1,281,633 $1,127,083
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 77,297) ($ 58,552) ($ 52,946)
Proceeds from sale of
oil and gas properties 21,108 4,143 111,780
--------- --------- ---------
Net cash provided (used)
by investing activities ($ 56,189) ($ 54,409) $ 58,834
--------- --------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($ 751,000) ($1,146,500) ($1,205,562)
--------- --------- ---------
Net cash used by financing
activities ($ 751,000) ($1,146,500) ($1,205,562)
--------- --------- ---------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS ($ 298,548) $ 80,724 ($ 19,645)
F-17
<PAGE>
<PAGE>
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 380,901 300,177 319,822
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 82,353 $ 380,901 $ 300,177
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-18
<PAGE>
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
GEODYNE PRODUCTION PARTNERSHIP II-D
We have audited the combined balance sheets of the Geodyne Energy
Income Limited Partnership II-D, an Oklahoma limited partnership, and
Geodyne Production Partnership II-D, an Oklahoma general partnership,
as of December 31, 1995 and 1994 and the related combined statements
of operations, changes in partners' capital (deficit), and cash flows
for the years ended December 31, 1995, 1994, and 1993. These
financial statements are the responsibility of the Partnerships'
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the combined financial statements referred to
above present fairly, in all material respects, the combined financial
position of the Geodyne Energy Income Limited Partnership II-D and
Geodyne Production Partnership II-D at December 31, 1995 and 1994 and
the combined results of their operations and cash flows for the years
ended December 31, 1995, 1994, and 1993, in conformity with generally
accepted accounting principles.
As disclosed in Note 1 to the combined financial statements, the
Geodyne Energy Income Limited Partnership II-D and Geodyne Production
Partnership II-D changed their method of accounting for impairment of
their oil and gas properties as of October 1, 1995.
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma
March 25, 1996
F-19
<PAGE>
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-D
Combined Balance Sheets
December 31, 1995 and 1994
ASSETS
------
1995 1994
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 317,368 $ 563,613
Accounts receivable:
Oil and gas sales, including
$124,908 and $121,780 due
from related parties 630,370 697,345
--------- ---------
Total current assets $ 947,738 $1,260,958
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 5,394,199 7,261,978
DEFERRED CHARGE 949,227 1,048,947
--------- ---------
$7,291,164 $9,571,883
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 146,808 $ 195,236
Gas imbalance payable 117,523 208,023
--------- ---------
Total current liabilities $ 264,331 $ 403,259
ACCRUED LIABILITY $ 285,420 $ 222,635
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 143,473) ($ 111,528)
Limited Partners, issued and
outstanding, 314,878 Units 6,884,886 9,057,517
--------- ---------
Total Partners' capital $6,741,413 $8,945,989
--------- ---------
$7,291,164 $9,571,883
========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-20
<PAGE>
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-D
Combined Statements of Operations
For the Years Ended December 31, 1995, 1994, and 1993
1995 1994 1993
------------ ------------ ------------
REVENUES:
Oil and gas sales, including
$682,346, $909,348, and
$707,391 of sales
to related parties $3,901,516 $4,849,160 $4,353,624
Interest income 14,424 9,816 10,592
Gain (loss) on sale of oil
and gas properties 27,963 2,133 ( 5,164)
Other income - - 31,217
--------- --------- ---------
$3,943,903 $4,861,109 $4,390,269
COSTS AND EXPENSES:
Lease operating $1,854,632 $1,296,072 $1,552,331
Production tax 281,612 439,689 369,055
Depreciation, depletion,
and amortization of oil
and gas properties 1,548,167 2,812,182 2,201,884
Impairment provision 370,172 - -
General and administrative 542,896 398,240 320,137
--------- --------- ---------
$4,597,479 $4,946,183 $4,443,407
--------- --------- ---------
NET LOSS ($ 653,576) ($ 85,074) ($ 53,138)
========= ========= =========
GENERAL PARTNER - NET INCOME $ 44,055 $ 108,234 $ 85,418
========= ========= =========
LIMITED PARTNERS - NET LOSS ($ 697,631) ($ 193,308) ($ 138,556)
========= ========= =========
NET LOSS per Unit ($ 2.22) ($ .61) ($ .44)
========= ========= =========
UNITS OUTSTANDING 314,878 314,878 314,878
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-21
<PAGE>
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-D
Combined Statements of Changes in Partners' Capital (Deficit)
For the Years Ended December 31, 1995, 1994, and 1993
Limited General
Partners Partner Total
------------- ---------- -------------
Balance, Dec. 31, 1992 $14,278,065 ($107,460) $14,170,605
Net income (loss) ( 138,556) 85,418 ( 53,138)
Cash distributions ( 2,923,684) ( 113,220) ( 3,036,904)
---------- ------- ----------
Balance, Dec. 31, 1993 $11,215,825 ($135,262) $11,080,563
Net income (loss) ( 193,308) 108,234 ( 85,074)
Cash distributions ( 1,965,000) ( 84,500) ( 2,049,500)
---------- ------- ----------
Balance, Dec. 31, 1994 $ 9,057,517 ($111,528) $ 8,945,989
Net income (loss) ( 697,631) 44,055 ( 653,576)
Cash distributions ( 1,475,000) ( 76,000) ( 1,551,000)
---------- ------- ----------
Balance, Dec. 31, 1995 $ 6,884,886 ($143,473) $ 6,741,413
========== ======= ==========
The accompanying notes are an integral
part of these combined financial statements.
F-22
<PAGE>
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-D
Combined Statements of Cash Flows
For the Years Ended December 31, 1995, 1994, and 1993
1995 1994 1993
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss ($ 653,576) ($ 85,074) ($ 53,138)
Adjustments to reconcile
net loss to net cash
provided by operating
activities:
Depreciation, depletion,
and amortization of oil
and gas properties 1,548,167 2,812,182 2,201,884
Impairment provision 370,172 - -
Gain on sale of oil
and gas properties ( 27,963) ( 2,133) ( 5,164)
(Increase) decrease in
deferred charge 99,720 ( 506,260) -
Increase in accrued
liability 62,785 41,723 -
Decrease in accounts
receivable 66,975 321,203 280,576
Increase (decrease) in
accounts payable ( 48,428) 31,666 ( 13,874)
Increase (decrease) in
gas imbalance payable ( 90,500) ( 54,864) 262,887
--------- --------- ---------
Net cash provided by
operating activities $1,327,352 $2,558,443 $2,673,171
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 58,694) ($ 100,082) ($ 178,362)
Proceeds from sale of
oil and gas properties 36,097 7,537 10,475
--------- --------- ---------
Net cash used by investing
activities ($ 22,597) ($ 92,545) ($ 167,887)
--------- --------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($1,551,000) ($2,049,500) ($3,036,904)
--------- --------- ---------
Net cash used by financing
activities ($1,551,000) ($2,049,500) ($3,036,904)
--------- --------- ---------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS ($ 246,245) $ 416,398 ($ 531,620)
F-23
<PAGE>
<PAGE>
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 563,613 147,215 678,835
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 317,368 $ 563,613 $ 147,215
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-24
<PAGE>
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
GEODYNE PRODUCTION PARTNERSHIP II-E
We have audited the combined balance sheets of the Geodyne Energy
Income Limited Partnership II-E, an Oklahoma limited partnership, and
Geodyne Production Partnership II-E, an Oklahoma general partnership,
as of December 31, 1995 and 1994 and the related combined statements
of operations, changes in partners' capital (deficit), and cash flows
for the years ended December 31, 1995, 1994, and 1993. These
financial statements are the responsibility of the Partnerships'
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the combined financial statements referred to
above present fairly, in all material respects, the combined financial
position of the Geodyne Energy Income Limited Partnership II-E and
Geodyne Production Partnership II-E at December 31, 1995 and 1994 and
the combined results of their operations and cash flows for the years
ended December 31, 1995, 1994, and 1993, in conformity with generally
accepted accounting principles.
As disclosed in Note 1 to the combined financial statements, the
Geodyne Energy Income Limited Partnership II-E and Geodyne Production
Partnership II-E changed their method of accounting for impairment of
their oil and gas properties as of October 1, 1995.
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma
March 25, 1996
F-25
<PAGE>
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-E
Combined Balance Sheets
December 31, 1995 and 1994
ASSETS
------
1995 1994
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 201,042 $ 260,348
Accounts receivable:
Oil and gas sales, including
$122,758 and $90,940 due
from related parties 409,630 355,365
--------- ---------
Total current assets $ 610,672 $ 615,713
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 5,293,979 7,062,612
DEFERRED CHARGE 374,745 438,881
--------- ---------
$6,279,396 $8,117,206
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 90,392 $ 97,077
Gas imbalance payable 84,265 41,780
--------- ---------
Total current liabilities $ 174,657 $ 138,857
ACCRUED LIABILITY $ 134,283 $ 180,097
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 122,950) ($ 104,398)
Limited Partners, issued and
outstanding, 228,821 Units 6,093,406 7,902,650
--------- ---------
Total Partners' capital $5,970,456 $7,798,252
--------- ---------
$6,279,396 $8,117,206
========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-26
<PAGE>
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-E
Combined Statements of Operations
For the Years Ended December 31, 1995, 1994, and 1993
1995 1994 1993
------------ ------------ ------------
REVENUES:
Oil and gas sales, including
$593,218, $618,067, and
$456,173 of sales
to related parties $2,297,409 $2,480,706 $2,572,564
Interest income 5,942 5,481 8,726
Gain (loss) on sale of oil
and gas properties 15,120 1,475 ( 3,053)
Other income - 4,361 2,944
--------- --------- ---------
$2,318,471 $2,492,023 $2,581,181
COSTS AND EXPENSES:
Lease operating $ 965,824 $ 725,707 $ 785,782
Production tax 182,683 218,191 205,443
Depreciation, depletion,
and amortization of oil
and gas properties 1,358,410 2,075,423 1,830,465
Impairment provision 465,045 - -
General and administrative 616,305 271,833 233,659
--------- --------- ---------
$3,588,267 $3,291,154 $3,055,349
--------- --------- ---------
NET LOSS ($1,269,796) ($ 799,131) ($ 474,168)
========= ========= =========
GENERAL PARTNER - NET INCOME $ 9,448 $ 43,060 $ 49,510
========= ========= =========
LIMITED PARTNERS - NET LOSS ($1,279,244) ($ 842,191) ($ 523,678)
========= ========= =========
NET LOSS per Unit ($ 5.59) ($ 3.68) ($ 2.29)
========= ========= =========
UNITS OUTSTANDING 228,821 228,821 228,821
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-27
<PAGE>
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-E
Combined Statements of Changes in Partners' Capital (Deficit)
For the Years Ended December 31, 1995, 1994, and 1993
Limited General
Partners Partner Total
------------- ---------- -------------
Balance, Dec. 31, 1992 $12,151,338 ($ 80,783) $12,070,555
Net income (loss) ( 523,678) 49,510 ( 474,168)
Cash distributions ( 1,787,819) ( 63,685) ( 1,851,504)
---------- ------- ----------
Balance, Dec. 31, 1993 $ 9,839,841 ($ 94,958) $ 9,744,883
Net income (loss) ( 842,191) 43,060 ( 799,131)
Cash distributions ( 1,095,000) ( 52,500) ( 1,147,500)
---------- ------- ----------
Balance, Dec. 31, 1994 $ 7,902,650 ($104,398) $ 7,798,252
Net income (loss) ( 1,279,244) 9,448 ( 1,269,796)
Cash distributions ( 530,000) ( 28,000) ( 558,000)
---------- ------- ----------
Balance, Dec. 31, 1995 $ 6,093,406 ($122,950) $ 5,970,456
========== ======= ==========
The accompanying notes are an integral
part of these combined financial statements.
F-28
<PAGE>
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-E
Combined Statements of Cash Flows
For the Years Ended December 31, 1995, 1994, and 1993
1995 1994 1993
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss ($1,269,796) ($ 799,131) ($ 474,168)
Adjustments to reconcile
net loss to net cash
provided by operating
activities:
Depreciation, depletion,
and amortization of oil
and gas properties 1,358,410 2,075,423 1,830,465
Impairment provision 465,045 - -
(Gain) loss on sale of
oil and gas properties ( 15,120) ( 1,475) 3,053
(Increase) decrease in
accounts receivable ( 54,265) 223,408 117,099
Decrease in accounts
payable ( 6,685) ( 13,503) ( 12,573)
Increase (decrease) in gas
imbalance payable 42,485 ( 3,938) 45,718
Increase (decrease) in
accrued liability ( 45,814) 60,855 119,242
(Increase) decrease in
deferred charge 64,136 ( 322,362) ( 116,519)
--------- --------- ---------
Net cash provided by
operating activities $ 538,396 $1,219,277 $1,512,317
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 82,764) ($ 44,274) ($ 62,161)
Proceeds from sale of
oil and gas properties 43,062 2,308 1,749
--------- --------- ---------
Net cash used by
investing activities ($ 39,702) ($ 41,966) ($ 60,412)
--------- --------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($ 558,000) ($1,147,500) ($1,851,504)
--------- --------- ---------
Net cash used by financing
activities ($ 558,000) ($1,147,500) ($1,851,504)
--------- --------- ---------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS ($ 59,306) $ 29,811 ($ 399,599)
F-29
<PAGE>
<PAGE>
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 260,348 230,537 630,136
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 201,042 $ 260,348 $ 230,537
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-30
<PAGE>
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
GEODYNE PRODUCTION PARTNERSHIP II-F
We have audited the combined balance sheets of the Geodyne Energy
Income Limited Partnership II-F, an Oklahoma limited partnership, and
Geodyne Production Partnership II-F, an Oklahoma general partnership,
as of December 31, 1995 and 1994 and the related combined statements
of operations, changes in partners' capital (deficit), and cash flows
for the years ended December 31, 1995, 1994, and 1993. These
financial statements are the responsibility of the Partnerships'
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the combined financial statements referred to
above present fairly, in all material respects, the combined financial
position of the Geodyne Energy Income Limited Partnership II-F and
Geodyne Production Partnership II-F at December 31, 1995 and 1994 and
the combined results of their operations and cash flows for the years
ended December 31, 1995, 1994, and 1993, in conformity with generally
accepted accounting principles.
As disclosed in Note 1 to the combined financial statements, the
Geodyne Energy Income Limited Partnership II-F and Geodyne Production
Partnership II-F changed their method of accounting for impairment of
their oil and gas properties as of October 1, 1995.
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma
March 25, 1996
F-31
<PAGE>
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-F
Combined Balance Sheets
December 31, 1995 and 1994
ASSETS
------
1995 1994
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 325,816 $ 237,397
Accounts receivable:
Oil and gas sales, including
$66,788 and $61,777 due
from related parties 352,473 321,964
--------- ---------
Total current assets $ 678,289 $ 559,361
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 4,936,055 6,309,820
DEFERRED CHARGE 119,115 98,251
--------- ---------
$5,733,459 $6,967,432
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 79,348 $ 65,394
Gas imbalance payable 23,373 43,583
--------- ---------
Total current liabilities $ 102,721 $ 108,977
ACCRUED LIABILITY $ 23,330 $ 40,102
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 84,377) ($ 80,063)
Limited Partners, issued and
outstanding, 171,400 Units 5,691,785 6,898,416
--------- ---------
Total Partners' capital $5,607,408 $6,818,353
--------- ---------
$5,733,459 $6,967,432
========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-32
<PAGE>
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-F
Combined Statements of Operations
For the Years Ended December 31, 1995, 1994, and 1993
1995 1994 1993
------------ ---------- ----------
REVENUES:
Oil and gas sales, including
$367,527, $543,786, and
$309,628 of sales
to related parties $2,028,592 $2,316,564 $2,636,304
Interest income 9,818 8,634 8,936
Gain on sale of oil
and gas properties 27,433 1,130 874
--------- --------- ---------
$2,065,843 $2,326,328 $2,646,114
COSTS AND EXPENSES:
Lease operating $ 522,525 $ 582,556 $ 496,440
Production tax 139,134 195,080 185,532
Depreciation, depletion,
and amortization of oil
and gas properties 1,036,058 1,269,912 1,591,424
Impairment provision 312,270 - -
General and administrative 200,801 204,758 176,202
Other - - 1,037
--------- --------- ---------
$2,210,788 $2,252,306 $2,450,635
--------- --------- ---------
NET INCOME (LOSS) ($ 144,945) $ 74,022 $ 195,479
========= ========= =========
GENERAL PARTNER - NET INCOME $ 46,686 $ 54,498 $ 73,431
========= ========= =========
LIMITED PARTNERS - NET INCOME
(LOSS) ($ 191,631) $ 19,524 $ 122,048
========= ========= =========
NET INCOME (LOSS) per Unit ($ 1.12) $ .11 $ .71
========= ========= =========
UNITS OUTSTANDING 171,400 171,400 171,400
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-33
<PAGE>
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-F
Combined Statements of Changes in Partners' Capital (Deficit)
For the Years Ended December 31, 1995, 1994, and 1993
Limited General
Partners Partner Total
------------ --------- ------------
Balance, Dec. 31, 1992 $9,857,985 ($49,422) $9,808,563
Net income 122,048 73,431 195,479
Cash distributions ( 1,521,141) ( 76,570) ( 1,597,711)
--------- ------ ---------
Balance, Dec. 31, 1993 $8,458,892 ($52,561) $8,406,331
Net income 19,524 54,498 74,022
Cash distributions ( 1,580,000) ( 82,000) ( 1,662,000)
--------- ------ ---------
Balance, Dec. 31, 1994 $6,898,416 ($80,063) $6,818,353
Net income (loss) ( 191,631) 46,686 ( 144,945)
Cash distributions ( 1,015,000) ( 51,000) ( 1,066,000)
--------- ------ ---------
Balance, Dec. 31, 1995 $5,691,785 ($84,377) $5,607,408
========= ====== =========
The accompanying notes are an integral
part of these combined financial statements.
F-34
<PAGE>
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-F
Combined Statements of Cash Flows
For the Years Ended December 31, 1995, 1994, and 1993
1995 1994 1993
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income (loss) ($ 144,945) $ 74,022 $ 195,479
Adjustments to reconcile
net income (loss) to
net cash provided by
operating activities:
Depreciation, depletion,
and amortization of oil
and gas properties 1,036,058 1,269,912 1,591,424
Impairment provision 312,270 - -
Gain on sale of oil
and gas properties ( 27,433) ( 1,130) ( 874)
(Increase) decrease in
accounts receivable ( 30,509) 89,992 39,952
Increase (decrease) in
accounts payable 13,954 4,291 ( 62,727)
Increase in deferred
charge ( 20,864) ( 52,880) ( 45,371)
Increase (decrease) in
gas imbalance payable ( 20,210) 2,965 ( 242)
Increase (decrease) in
accrued liability ( 16,772) 4,006 36,096
--------- --------- ---------
Net cash provided by
operating activities $1,101,549 $1,391,178 $1,753,737
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 18,171) ($ 38,920) ($ 48,016)
Proceeds from sale of
oil and gas properties 71,041 2,412 12,531
--------- --------- ---------
Net cash provided (used) by
investing activities $ 52,870 ($ 36,508) ($ 35,485)
--------- --------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($1,066,000) ($1,662,000) ($1,597,711)
--------- --------- ---------
Net cash used by financing
activities ($1,066,000) ($1,662,000) ($1,597,711)
--------- --------- ---------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ 88,419 ($ 307,330) $ 120,541
F-35
<PAGE>
<PAGE>
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 237,397 544,727 424,186
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 325,816 $ 237,397 $ 544,727
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-36
<PAGE>
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
GEODYNE PRODUCTION PARTNERSHIP II-G
We have audited the combined balance sheets of the Geodyne Energy
Income Limited Partnership II-G, an Oklahoma limited partnership, and
Geodyne Production Partnership II-G, an Oklahoma general partnership,
as of December 31, 1995 and 1994 and the related combined statements
of operations, changes in partners' capital (deficit), and cash flows
for the years ended December 31, 1995, 1994, and 1993. These
financial statements are the responsibility of the Partnerships'
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the combined financial statements referred to
above present fairly, in all material respects, the combined financial
position of the Geodyne Energy Income Limited Partnership II-G and
Geodyne Production Partnership II-G at December 31, 1995 and 1994 and
the combined results of their operations and cash flows for the years
ended December 31, 1995, 1994, and 1993, in conformity with generally
accepted accounting principles.
As disclosed in Note 1 to the combined financial statements, the
Geodyne Energy Income Limited Partnership II-G and Geodyne Production
Partnership II-G changed their method of accounting for impairment of
their oil and gas properties as of October 1, 1995.
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma
March 25, 1996
F-37
<PAGE>
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-G
Combined Balance Sheets
December 31, 1995 and 1994
ASSETS
------
1995 1994
------------- -------------
CURRENT ASSETS:
Cash and cash equivalents $ 661,921 $ 492,117
Accounts receivable:
Oil and gas sales, including
$141,036 and $130,572 due
from related parties 748,457 687,939
---------- ----------
Total current assets $ 1,410,378 $ 1,180,056
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 10,851,397 14,057,651
DEFERRED CHARGE 257,374 219,078
---------- ----------
$12,519,149 $15,456,785
========== ==========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 176,095 $ 139,970
Gas imbalance payable 50,501 94,414
---------- ----------
Total current liabilities $ 226,596 $ 234,384
ACCRUED LIABILITY $ 50,802 $ 90,341
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 197,620) ($ 181,500)
Limited Partners, issued and
outstanding, 372,189 Units 12,439,371 15,313,560
---------- ----------
Total Partners' capital $12,241,751 $15,132,060
---------- ----------
$12,519,149 $15,456,785
========== ==========
The accompanying notes are an integral
part of these combined financial statements.
F-38
<PAGE>
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-G
Combined Statements of Operations
For the Years Ended December 31, 1995, 1994, and 1993
1995 1994 1993
------------ ------------ ----------
REVENUES:
Oil and gas sales, including
$776,211, $1,150,665,
and $656,517 of sales
to related parties $4,348,087 $5,116,776 $5,581,221
Interest income 20,378 19,121 19,559
Gain on sale of oil
and gas properties 51,339 1,377 1,882
Other income - - 31,784
---------- --------- ---------
$4,419,804 $5,137,274 $5,634,446
COSTS AND EXPENSES:
Lease operating $1,152,908 $1,396,694 $1,085,377
Production tax 302,449 430,864 395,652
Depreciation, depletion,
and amortization of oil
and gas properties 2,306,915 2,809,502 3,491,609
Impairment provision 839,228 - -
General and administrative 437,613 441,568 377,079
Other - 32,648 -
--------- --------- ---------
$5,039,113 $5,111,276 $5,349,717
--------- --------- ---------
NET INCOME (LOSS) ($ 619,309) $ 25,998 $ 284,729
========= ========= =========
GENERAL PARTNER - NET INCOME $ 94,880 $ 113,680 $ 153,901
========= ========= =========
LIMITED PARTNERS - NET INCOME
(LOSS) ($ 714,189) ($ 87,682) $ 130,828
========= ========= =========
NET INCOME (LOSS) per Unit ($ 1.92) ($ .24) $ .35
========= ========= =========
UNITS OUTSTANDING 372,189 372,189 372,189
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-39
<PAGE>
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-G
Combined Statements of Changes in Partners' Capital (Deficit)
For the Years Ended December 31, 1995, 1994, and 1993
Limited General
Partners Partner Total
------------- ---------- -------------
Balance, Dec. 31, 1992 $21,770,067 ($104,626) $21,665,441
Net income 130,828 153,901 284,729
Cash distributions ( 3,254,653) ( 171,455) ( 3,426,108)
---------- ------- ----------
Balance, Dec. 31, 1993 $18,646,242 ($122,180) $18,524,062
Net income (loss) ( 87,682) 113,680 25,998
Cash distributions ( 3,245,000) ( 173,000) ( 3,418,000)
---------- ------- ----------
Balance, Dec. 31, 1994 $15,313,560 ($181,500) $15,132,060
Net income (loss) ( 714,189) 94,880 ( 619,309)
Cash distributions ( 2,160,000) ( 111,000) ( 2,271,000)
---------- ------- ----------
Balance, Dec. 31, 1995 $12,439,371 ($197,620) $12,241,751
========== ======= ==========
The accompanying notes are an integral
part of these combined financial statements.
F-40
<PAGE>
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-G
Combined Statements of Cash Flows
For the Years Ended December 31, 1995, 1994, and 1993
1995 1994 1993
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income (loss) ($ 619,309) $ 25,998 $ 284,729
Adjustments to reconcile
net income (loss) to
net cash provided by
operating activities:
Depreciation, depletion,
and amortization of oil
and gas properties 2,306,915 2,809,502 3,491,609
Impairment provision 839,228 - -
Gain on sale of oil
and gas properties ( 51,339) ( 1,377) ( 1,882)
(Increase) decrease in
accounts receivable ( 60,518) 217,929 58,369
Increase (decrease) in
accounts payable 36,125 9,959 ( 131,587)
Increase in deferred
charge ( 38,296) ( 122,766) ( 96,312)
Increase (decrease) in
gas imbalance payable ( 43,913) 2,370 16,380
Increase (decrease) in
accrued liability ( 39,539) 10,876 79,465
--------- --------- ---------
Net cash provided by
operating activities $2,329,354 $2,952,491 $3,700,771
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 40,899) ($ 114,454) ($ 101,498)
Proceeds from sale of
oil and gas properties 152,349 5,546 23,883
--------- --------- ---------
Net cash provided (used) by
investing activities $ 111,450 ($ 108,908) ($ 77,615)
--------- --------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($2,271,000) ($3,418,000) ($3,426,108)
--------- --------- ---------
Net cash used by financing
activities ($2,271,000) ($3,418,000) ($3,426,108)
--------- --------- ---------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ 169,804 ($ 574,417) $ 197,048
F-41
<PAGE>
<PAGE>
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 492,117 1,066,534 869,486
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 661,921 $ 492,117 $1,066,534
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-42
<PAGE>
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
GEODYNE PRODUCTION PARTNERSHIP II-H
We have audited the combined balance sheets of the Geodyne Energy
Income Limited Partnership II-H, an Oklahoma limited partnership, and
Geodyne Production Partnership II-H, an Oklahoma general partnership,
as of December 31, 1995 and 1994 and the related combined statements
of operations, changes in partners' capital (deficit), and cash flows
for the years ended December 31, 1995, 1994, and 1993. These
financial statements are the responsibility of the Partnerships'
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the combined financial statements referred to
above present fairly, in all material respects, the combined financial
position of the Geodyne Energy Income Limited Partnership II-H and
Geodyne Production Partnership II-H at December 31, 1995 and 1994 and
the combined results of their operations and cash flows for the years
ended December 31, 1995, 1994, and 1993, in conformity with generally
accepted accounting principles.
As disclosed in Note 1 to the combined financial statements, the
Geodyne Energy Income Limited Partnership II-H and Geodyne Production
Partnership II-H changed their method of accounting for impairment of
their oil and gas properties as of October 1, 1995.
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma
March 25, 1996
F-43
<PAGE>
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-H
Combined Balance Sheets
December 31, 1995 and 1994
ASSETS
------
1995 1994
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 158,812 $ 124,102
Accounts receivable:
Oil and gas sales, including
$33,220 and $30,807 due
from related parties 179,505 166,834
--------- ---------
Total current assets $ 338,317 $ 290,936
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 2,624,277 3,449,374
DEFERRED CHARGE 62,062 49,839
--------- ---------
$3,024,656 $3,790,149
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 45,404 $ 33,996
Gas imbalance payable 11,211 18,690
--------- ---------
Total current liabilities $ 56,615 $ 52,686
ACCRUED LIABILITY $ 12,779 $ 22,681
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 47,635) ($ 42,167)
Limited Partners, issued and
outstanding, 91,711 Units 3,002,897 3,756,949
--------- ---------
Total Partners' capital $2,955,262 $3,714,782
--------- ---------
$3,024,656 $3,790,149
========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-44
<PAGE>
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-H
Combined Statements of Operations
For the Years Ended December 31, 1995, 1994, and 1993
1995 1994 1993
------------ ------------ ------------
REVENUES:
Oil and gas sales, including
$182,878, $272,053, and
$155,801 of sales
to related parties $1,042,735 $1,208,886 $1,367,514
Interest income 4,721 4,315 4,346
Gain (loss) on sale of
oil and gas properties 11,436 4,175 ( 4,271)
--------- --------- ---------
$1,058,892 $1,217,376 $1,367,589
COSTS AND EXPENSES:
Lease operating $ 284,635 $ 322,897 $ 271,395
Production tax 74,349 104,796 98,672
Depreciation, depletion,
and amortization of oil
and gas properties 550,384 699,724 843,501
Impairment provision 259,808 - -
General and administrative 107,236 110,634 96,260
Other - - 361
--------- --------- ---------
$1,276,412 $1,238,051 $1,310,189
--------- --------- ---------
NET INCOME (LOSS) ($ 217,520) ($ 20,675) $ 57,400
========= ========= =========
GENERAL PARTNER - NET INCOME $ 21,532 $ 26,955 $ 36,610
========= ========= =========
LIMITED PARTNERS - NET INCOME
(LOSS) ($ 239,052) ($ 47,630) $ 20,790
========= ========= =========
NET INCOME (LOSS) per Unit ($ 2.61) ($ .52) $ .23
========= ========= =========
UNITS OUTSTANDING 91,711 91,711 91,711
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-45
<PAGE>
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-H
Combined Statements of Changes in Partners' Capital (Deficit)
For the Years Ended December 31, 1995, 1994, and 1993
Limited General
Partners Partner Total
------------ --------- ------------
Balance, Dec. 31, 1992 $5,349,318 ($26,477) $5,322,841
Net income 20,790 36,610 57,400
Cash distributions ( 795,529) ( 39,255) ( 834,784)
--------- ------ ---------
Balance, Dec. 31, 1993 $4,574,579 ($29,122) $4,545,457
Net income (loss) ( 47,630) 26,955 ( 20,675)
Cash distributions ( 770,000) ( 40,000) ( 810,000)
--------- ------ ---------
Balance, Dec. 31, 1994 $3,756,949 ($42,167) $3,714,782
Net income (loss) ( 239,052) $21,532 ( 217,520)
Cash distributions ( 515,000) ( 27,000) ( 542,000)
--------- ------ ---------
Balance, Dec. 31, 1995 $3,002,897 ($47,635) $2,955,262
========= ====== =========
The accompanying notes are an integral
part of these combined financial statements.
F-46
<PAGE>
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-H
Combined Statements of Cash Flows
For the Years Ended December 31, 1995, 1994, and 1993
1995 1994 1993
---------- ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) ($217,520) ($ 20,675) $ 57,400
Adjustments to reconcile
net income (loss) to net
cash provided by operating
activities:
Depreciation, depletion,
and amortization of oil
and gas properties 550,384 699,724 843,501
Impairment provision 259,808 - -
(Gain) loss on sale of oil
and gas properties ( 11,436) ( 4,175) 4,271
(Increase) decrease in
accounts receivable ( 12,671) 46,724 17,824
Increase (decrease) in
accounts payable 11,408 1,874 ( 30,118)
Increase in deferred
charge ( 12,223) ( 25,782) ( 24,057)
Decrease in gas
imbalance payable ( 7,479) ( 1,905) ( 10,490)
Increase (decrease) in
accrued liability ( 9,902) 2,727 19,954
------- ------- -------
Net cash provided by
operating activities $550,369 $698,512 $878,285
------- ------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures ($ 10,563) ($ 21,559) ($ 24,059)
Proceeds from sale of
oil and gas properties 36,904 1,585 5,830
------- ------- -------
Net cash provided (used) by
investing activities $ 26,341 ($ 19,974) ($ 18,229)
------- ------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions ($542,000) ($810,000) ($834,784)
------- ------- -------
Net cash used by financing
activities ($542,000) ($810,000) ($834,784)
------- ------- -------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ 34,710 ($131,462) $ 25,272
F-47
<PAGE>
<PAGE>
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 124,102 255,564 230,292
------- ------- -------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $158,812 $124,102 $255,564
======= ======= ======
The accompanying notes are an integral
part of these combined financial statements.
F-48
<PAGE>
<PAGE>
GEODYNE ENERGY INCOME PROGRAM II
Notes to Combined Financial Statements
For the Years Ended December 31, 1995, 1994, and 1993
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Nature of Operations
The Geodyne Energy Income Limited Partnerships (the "Partner-
ships") were formed pursuant to a public offering of depositary units
("Units"). Upon formation, investors became limited partners (the
"Limited Partners") and held Units issued by each Partnership.
Geodyne Properties, Inc. is the general partner of each Partnership.
Each Partnership is a general partner in the related Geodyne
Production Partnership (the "Production Partnership") in which Geodyne
Production Company serves as the managing partner. Geodyne
Properties, Inc. and Geodyne Production Company are both wholly-owned
subsidiaries of Geodyne Resources, Inc. Limited Partner capital
contributions were contributed to the related Production Partnerships
for investment in producing oil and gas properties. The Partnerships
were activated on the following dates with the following Limited
Partner capital contributions.
Limited
Date of Partner Capital
Partnership Activation Contributions
----------- ------------------ ---------------
II-A July 22, 1987 $48,428,300
II-B October 14,1987 36,171,900
II-C January 14, 1988 15,462,100
II-D May 10, 1988 31,487,800
II-E September 27, 1988 22,882,100
II-F January 5, 1989 17,140,000
II-G April 10, 1989 37,218,900
II-H May 17, 1989 9,171,100
For purposes of these financial statements, the Partnerships and
Production Partnerships are collectively referred to as the
"Partnerships" and the general partner and managing partner are
collectively referred to as the "General Partner".
The General Partner and its affiliates owned the following Units
at December 31, 1995:
F-49
<PAGE>
<PAGE>
Number of Percent of
Partnership Units Owned Outstanding Units
----------- ----------- -----------------
II-A 45,222.0 9.3%
II-B 36,166.0 10.0%
II-C 15,997.0 10.3%
II-D 27,295.5 8.7%
II-E 22,900.0 10.0%
II-F 15,370.0 9.0%
II-G 26,846.0 7.2%
II-H 10,767.0 11.7%
The Partnerships' sole business is the development and production of
oil and natural gas. Substantially all of the Partnerships' natural
gas reserves are being sold regionally in the "spot market." Due to
the highly competitive nature of the spot market, prices on the spot
market are subject to wide seasonal and regional pricing fluctuations.
In addition, such spot market sales are generally short-term in nature
and are dependent upon the obtaining of transportation services
provided by pipelines.
Allocation of Costs and Revenues
The combination of the allocation provisions in each Partner-
ship's limited partnership agreement and each Production Partnership's
partnership agreement (collectively, the "Partnership Agreement")
results in allocations of costs and income between the Limited
Partners and General Partner as follows:
Before Payout After Payout
------------------ ------------------
General Limited General Limited
Partner Partners Partner Partners
-------- -------- -------- --------
Costs(1)
- ------------------------
Sales commissions, pay-
ment for organization
and offering costs
and management fee 1% 99% - -
Property acquisition
costs 1% 99% 1% 99%
Identified development
drilling 1% 99% 1% 99%
Development drilling(2) 5% 95% 15% 85%
General and administra-
tive costs, direct
administrative costs
and operating costs(2) 5% 95% 15% 85%
F-50
<PAGE>
<PAGE>
Income(1)
- -----------------------
Temporary investments of
Limited Partners'
subscriptions 1% 99% 1% 99%
Income from oil and gas
production(2) 5% 95% 15% 85%
Gain on sale of produc-
ing properties(2) 5% 95% 15% 85%
All other income(2) 5% 95% 15% 85%
- ----------
(1) The allocations in the table result generally from the combined
effect of the allocation provisions in the Partnership
Agreements. For example, the costs incurred in development
drilling are allocated 95.9596% to the limited partnership and
4.0404% to the managing partner. The 95.9596% portion of these
costs allocated to the limited partnership, when passed through
the limited partnership, is further allocated 99% to the limited
partners and 1% to the general partner. In this manner the
Limited Partners are allocated 95% of such costs and the General
Partner is allocated 5% of such costs.
(2) If at payout, the Limited Partners have received distributions at
an annual rate less than 12% of their subscriptions, the
percentage of income and costs allocated to the general partner
and managing partner will increase to only 10% and the Limited
Partners will decrease to only 90%. Thereafter, if the
distribution to Limited Partners reaches an average annual rate
of 12% the allocation will change to 15% to the general partner
and managing partner and 85% to the Limited Partners.
Basis of Presentation
These financial statements reflect the combined accounts of each
Partnership after the elimination of all inter-partnership
transactions and balances.
Cash and Cash Equivalents
The Partnerships consider all highly liquid investments with a
maturity of three months or less when purchased to be cash
equivalents. Cash equivalents are not insured, which cause the
Partnerships to be subject to risk.
F-51
<PAGE>
<PAGE>
Credit Risks
Accrued oil and gas sales which are due from a variety of oil and
natural gas purchasers subject the Partnerships to a concentration of
credit risk. Some of these purchasers are discussed in Note 3 - Major
Customers. Subsequent to year-end, all oil and gas sales accrued as
of December 31, 1995 have been collected.
Oil and Gas Properties
The Partnerships follow the successful efforts method of
accounting for their oil and gas properties. Under the successful
efforts method, the Partnerships capitalize all property acquisition
costs and development costs incurred in connection with the further
development of oil and gas reserves. Property acquisition costs
include costs incurred by the Partnerships or the General Partner to
acquire producing properties, including related title insurance or
examination costs, commissions, engineering, legal and accounting
fees, and similar costs directly related to the acquisitions, plus an
allocated portion of the General Partners' property screening costs.
The acquisition cost to the Partnership of properties acquired by the
General Partner is adjusted to reflect the net cash results of
operations, including interest incurred to finance the acquisition,
for the period of time the properties are held by the General Partner.
Leasehold impairment for unproved properties is based upon an
individual property assessment and exploratory experience. Upon
discovery of commercial reserves, leasehold costs are transferred to
producing properties.
Depletion of the cost of producing oil and gas properties,
amortization of related intangible drilling and development costs, and
depreciation of tangible lease and well equipment are computed on the
units-of-production method. The depreciation, depletion, and
amortization rates per equivalent barrel of oil produced during the
years ended December 31, 1995, 1994, and 1993 were as follows:
Partnership 1995 1994 1993
----------- ----- ----- -----
II-A $4.44 $6.01 $7.48
II-B 5.09 7.22 7.83
II-C 4.45 6.59 6.70
II-D 3.81 6.59 6.29
II-E 6.18 9.94 9.43
II-F 5.29 6.27 7.64
II-G 5.48 6.18 7.91
II-H 5.40 6.56 7.78
F-52
<PAGE>
<PAGE>
When complete units of depreciable property are retired or sold,
the asset cost and related accumulated depreciation are eliminated
with any gain or loss reflected in income. When less than complete
units of depreciable property are retired or sold, the difference
between asset cost and salvage value is charged or credited to
accumulated depreciation.
Effective October 1, 1995, the Partnerships adopted the
requirements of Statement of Financial Accounting Standards ("SFAS")
No. 121, "Accounting for the Impairment of Long Lived Assets and
Assets Held for Disposal," which is intended to establish more
consistent accounting standards for measuring the recoverability of
long-lived assets. SFAS No. 121 requires successful efforts
companies, like the Partnerships, to evaluate the recoverability of
the carrying costs of their proved oil and gas properties at the
lowest level for which there are identifiable cash flows that are
largely independent of the cash flows of other groups of oil and gas
properties. With respect to the Partnerships' oil and gas properties,
this evaluation was performed for each field, rather than for the
Partnership's properties as a whole as previously allowed by the
Securities and Exchange Commission ("SEC"). SFAS No. 121 provides
that if the unamortized costs of oil and gas properties exceed the
expected undiscounted future cash flows from such properties, the cost
of the properties is written down to fair value, which is determined
by using the discounted future cash flows from the properties. As a
result of the Partnerships' adoption of SFAS No. 121, the Partnerships
recorded a non-cash charge against earnings (impairment provision)
during the fourth quarter of 1995 as follows:
Partnership Amount
----------- --------
II-A $994,919
II-B 450,601
II-C 245,324
II-D 370,172
II-E 465,045
II-F 312,270
II-G 839,228
II-H 259,808
F-53
<PAGE>
<PAGE>
No such charge was recorded for any Partnership during the years ended
December 31, 1994 and 1993 pursuant to the Partnerships' prior
impairment policy. Impairment provisions do not impact the
Partnerships' cash flows from operating activities; however, they do
impact the amount of General Partner and Limited Partner capital. The
risk that the Partnerships will be required to record such impairment
provisions in the future increases when oil and gas prices are
depressed. Accordingly, the II-A and II-D Partnerships have eleven
fields, the II-B Partnership has four fields, the II-C Partnership has
ten fields, the II-E Partnership has thirteen fields, the II-F and II-
G Partnerships have nine fields, and the II-H Partnership has seven
fields in which it is reasonably possible that a write-down will be
incurred in the near term if gas prices decrease below December 31,
1995 levels.
Deferred Charge
Deferred Charge represents costs deferred for lease operating
expenses incurred in connection with the Partnerships' underproduced
gas imbalance positions. At December 1995 and 1994, cumulative total
gas sales volumes for underproduced wells were less than the
Partnerships' pro-rata share of total gas production from these wells
by the following amounts:
1995 1994
--------------------- ---------------------
Partnership Mcf Amount Mcf Amount
----------- --------- ---------- --------- ----------
II-A 1,100,703 $1,169,277 1,025,162 $ 980,772
II-B 189,899 226,303 178,402 173,300
II-C 305,202 259,941 321,380 210,793
II-D 1,069,431 949,227 1,203,887 1,048,947
II-E 370,778 374,745 387,636 438,881
II-F 179,850 119,115 129,721 98,251
II-G 383,282 257,374 275,328 219,078
II-H 91,013 62,062 64,650 49,839
Accrued Liability
Accrued liability represents charges accrued for direct operating
expenses incurred in connection with the Partnerships' overproduced
gas imbalance positions. At December 31, 1995 and 1994, cumulative
total gas sales volumes for overproduced wells exceeded the
Partnerships' pro-rata share of total gas production from these wells
by the following amounts:
F-54
<PAGE>
<PAGE>
1995 1994
----------------- -----------------
Partnership Mcf Amount Mcf Amount
----------- ------- -------- ------- --------
II-A 342,978 $272,667 416,713 $398,669
II-B 261,201 301,684 380,169 369,296
II-C 194,491 138,658 186,814 122,531
II-D 382,457 285,420 255,521 222,635
II-E 176,074 134,283 159,068 180,097
II-F 47,211 23,330 52,947 40,102
II-G 101,552 50,802 113,537 90,341
II-H 24,489 12,779 29,421 22,681
Oil and Gas Sales and Gas Imbalance Payable
The Partnerships' oil and condensate production is sold, title
passed, and revenue recognized at or near the Partnerships' wells
under short-term purchase contracts at prevailing prices in accordance
with arrangements which are customary in the oil industry. Sales of
natural gas applicable to the Partnerships' interest in producing oil
and gas leases are recorded as income when the gas is metered and
title transferred pursuant to the gas sales contracts covering the
Partnerships' interest in natural gas reserves. During such times as
a Partnership's sales of gas exceed its pro rata ownership in a well,
such sales are recorded as income unless total sales from the well
have exceeded the Partnership's share of estimated total gas reserves
underlying the property, at which time such excess is recorded as a
liability. At December 31, 1995 and 1994 total sales exceeded the
Partnerships' share of estimated total gas reserves as follows:
1995 1994
----------------- -------------------
Partnership Mcf Amount Mcf Amount
----------- ------- -------- ------- ----------
II-A 86,302 $164,837 139,711 $217,949
II-B 8,047 15,048 12,446 18,793
II-C 31,689 59,892 68,142 104,939
II-D 60,893 117,523 136,857 208,023
II-E 43,213 84,265 27,487 41,780
II-F 11,986 23,373 27,584 43,583
II-G 25,898 50,501 59,380 94,414
II-H 5,749 11,211 11,681 18,690
These amounts were recorded as gas imbalance payables in accordance
with the sales method.
F-55
<PAGE>
<PAGE>
General and Administrative Overhead
The General Partner and its affiliates are reimbursed for actual
general and administrative costs incurred and attributable to the
conduct of the business affairs and operations of the Partnerships.
Use of Estimates in Financial Statements
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results
could differ from those estimates. Further, the deferred charge, the
gas imbalance payable, and the accrued liability all involve estimates
which could materially differ from the actual amounts ultimately
realized or incurred in the near term. Oil and gas reserves (see Note
4) also involve significant estimates which could materially differ
from the actual amounts ultimately realized.
Income Taxes
Income or loss for income tax purposes is includable in the
income tax returns of the partners. Accordingly, no recognition has
been given to income taxes in these financial statements.
2. TRANSACTIONS WITH RELATED PARTIES
The Partnerships reimburse the General Partner for the general
and administrative overhead applicable to the Partnerships, based on
an allocation of actual costs incurred. The following is a summary of
payments made to the General Partner or its affiliates by the
Partnerships for general and administrative costs for the years ended
December 31, 1995, 1994, and 1993:
Partnership 1995 1994 1993
----------- -------- -------- --------
II-A $509,772 $509,772 $509,772
II-B 380,760 380,757 380,761
II-C 162,756 162,759 162,683
II-D 331,452 331,451 330,685
II-E 240,864 240,864 240,864
II-F 180,420 180,421 180,420
II-G 391,776 391,778 391,788
II-H 96,540 96,358 96,540
F-56
<PAGE>
<PAGE>
Affiliates of the Partnerships operate certain of the
Partnerships' properties and their policy is to bill the Partnerships
for all customary charges and cost reimbursements associated with
these activities, together with any compressor rentals, consulting, or
other services provided.
The Partnerships sell gas at market prices to Premier Gas Company
("Premier") and other similar gas marketing firms. Such firms may
then resell such gas to third parties at market prices. Premier was
an affiliate of the Partnerships until December 6, 1995. The
following table summarizes the total amount of the Partnerships' sales
to Premier during the years ended December 31, 1995, 1994, and 1993:
Partnership 1995 1994 1993
----------- ---------- ---------- ----------
II-A $ 825,515 $1,085,911 $1,063,966
II-B 374,717 595,951 422,202
II-C 225,948 365,980 267,852
II-D 682,346 909,348 707,391
II-E 593,218 618,067 456,173
II-F 367,527 543,786 309,628
II-G 776,211 1,150,665 656,517
II-H 182,878 272,053 155,801
The following table summarizes the amount of the Partnerships' accrued
oil and gas sales due from Premier at December 31, 1995 and 1994:
Partnership 1995 1994
----------- -------- --------
II-A $153,461 $107,036
II-B 81,240 64,669
II-C 46,202 41,709
II-D 124,908 121,780
II-E 122,758 90,940
II-F 66,788 61,777
II-G 141,036 130,572
II-H 33,220 30,807
3. MAJOR CUSTOMERS
The following table sets forth purchasers who individually
accounted for more than ten percent of the Partnerships' combined oil
and gas sales for the years ended December 31, 1995, 1994, and 1993:
F-57
<PAGE>
<PAGE>
Partnership Purchaser Percentage
- ----------- ------------------------ ---------------------
1995 1994 1993
----- ----- -----
II-A Premier 17.7% 17.0% 19.5%
Hallwood Petroleum, Inc.
("Hallwood") 15.5% 14.4% - %
Amoco Production Company
("Amoco") 14.3% 12.9% 15.8%
II-B Hallwood 21.0% 18.0% - %
Premier 11.7% 12.7% - %
Amoco - % - % 11.2%
II-C Premier 14.9% 16.0% 14.1%
Amoco - % - % 11.8%
II-D Premier 17.5% 18.8% 16.2%
II-E Premier 25.8% 24.9% 17.7%
II-F Premier 18.1% 23.5% 11.7%
Texaco Exploration and
Production, Inc.
("Texaco") 14.1% - % - %
Chevron U.S.A., Inc.
("Chevron") - % - % 19.7%
II-G Premier 17.9% 22.5% 11.8%
Texaco 13.9% - % - %
Chevron - % - % 18.2%
II-H Premier 17.5% 22.5% 11.4%
Texaco 13.7% - % - %
Chevron - % - % 15.6%
In the event of interruption of purchases by one or more of these
significant customers or the cessation or material change in
availability of open access transportation by the Partnerships'
pipeline transporters, the Partnerships may encounter difficulty in
marketing their gas and in maintaining historic sales levels.
Alternative purchasers or transporters may not be readily available.
4. SUPPLEMENTAL OIL AND GAS INFORMATION
The following supplemental information regarding the oil and gas
activities of the Partnerships is presented pursuant to the disclosure
requirements promulgated by the SEC.
F-58
<PAGE>
<PAGE>
Capitalized Costs
The capitalized costs and accumulated depreciation, depletion,
amortization, and valuation allowance at December 31, 1995 and 1994
were as follows:
II-A Partnership
---------------
1995 1994
------------- -------------
Proved properties $36,017,026 $37,179,981
Unproved properties,
not subject to
depreciation,
depletion, and
amortization 461,419 461,419
---------- ----------
$36,478,445 $37,641,400
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 29,087,633) ( 27,571,424)
---------- ----------
Net oil and gas
properties $ 7,390,812 $10,069,976
========== ==========
F-59
<PAGE>
<PAGE>
II-B Partnership
---------------
1995 1994
------------- -------------
Proved properties $26,611,424 $27,066,713
Unproved properties,
not subject to
depreciation,
depletion, and
amortization 396,985 396,985
---------- ----------
$27,008,409 $27,463,698
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 21,749,657) ( 20,530,937)
---------- ----------
Net oil and gas
properties $ 5,258,752 $ 6,932,761
========== ==========
II-C Partnership
----------------
1995 1994
------------- -------------
Proved properties $11,807,787 $11,924,367
Unproved properties,
not subject to
depreciation,
depletion, and
amortization 30,441 30,444
---------- ----------
$11,838,228 $11,954,811
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 9,265,944) ( 8,542,823)
---------- ----------
Net oil and gas
properties $ 2,572,284 $ 3,411,988
========== ==========
F-60
<PAGE>
<PAGE>
II-D Partnership
----------------
1995 1994
------------- -------------
Proved properties $22,632,078 $23,473,118
Unproved properties,
not subject to
depreciation,
depletion, and
amortization 16 16
---------- ----------
$22,632,094 $23,473,134
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 17,237,895) ( 16,211,156)
---------- ----------
Net oil and gas
properties $ 5,394,199 $ 7,261,978
========== ==========
II-E Partnership
----------------
1995 1994
------------- -------------
Proved properties $17,520,680 $18,113,344
Unproved properties,
not subject to
depreciation,
depletion, and
amortization 680,978 680,978
---------- ----------
$18,201,658 $18,794,322
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 12,907,679) ( 11,731,710)
---------- ----------
Net oil and gas
properties $ 5,293,979 $ 7,062,612
========== ==========
F-61
<PAGE>
<PAGE>
II-F Partnership
----------------
1995 1994
------------- -------------
Proved properties $13,331,175 $13,951,294
Unproved properties,
not subject to
depreciation,
depletion, and
amortization 1,168,905 1,168,905
---------- ----------
$14,500,080 $15,120,199
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 9,564,025) ( 8,810,379)
---------- ----------
Net oil and gas
properties $ 4,936,055 $ 6,309,820
========== ==========
II-G Partnership
----------------
1995 1994
------------- -------------
Proved properties $28,899,424 $30,209,795
Unproved properties,
not subject to
depreciation,
depletion, and
amortization 2,612,125 2,612,125
---------- ----------
$31,511,549 $32,821,920
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 20,660,152) ( 18,764,269)
---------- ----------
Net oil and gas
properties $10,851,397 $14,057,651
========== ==========
F-62
<PAGE>
<PAGE>
II-H Partnership
----------------
1995 1994
------------- -------------
Proved properties $ 7,097,729 $ 7,417,430
Unproved properties,
not subject to
depreciation,
depletion, and
amortization 660,832 660,832
---------- ----------
$ 7,758,561 $ 8,078,262
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 5,134,284) ( 4,628,888)
---------- ----------
Net oil and gas
properties $ 2,624,277 $ 3,449,374
========== ==========
Costs Incurred
The Partnerships incurred no costs in connection with oil and gas
acquisition or exploration activities during the years ended
December 31, 1995, 1994, or 1993. Costs incurred by the Partnerships
in connection with their oil and gas property development activities
for the years ended December 31, 1995, 1994, and 1993 were as follows:
Partnership 1995 1994 1993
----------- -------- -------- --------
II-A $168,118 $305,300 $215,092
II-B 217,765 203,350 138,546
II-C 77,297 58,552 52,946
II-D 58,694 100,082 178,362
II-E 82,764 44,274 62,161
II-F 18,171 38,920 48,016
II-G 40,899 114,454 101,498
II-H 10,563 21,559 24,059
F-63
<PAGE>
<PAGE>
Quantities of Proved Oil and Gas Reserves - Unaudited
The following tables summarize changes in net quantities of the
Partnerships' proved reserves, all of which are located in the United
States, for the periods indicated. The proved reserves at
December 31, 1995, 1994, and 1993 were estimated by petroleum
engineers employed by affiliates of the Partnerships. Certain reserve
information was reviewed by Ryder Scott Company Petroleum Engineers,
an independent petroleum engineering firm.
F-64
<PAGE>
<PAGE>
II-A Partnership
----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- ------------
Proved reserves, Dec. 31, 1992 979,300 13,090,000
Production (141,868) ( 1,488,837)
Sales of minerals in
place ( 700) ( 14,000)
Revision of previous
estimates (141,723) ( 1,085,925)
------- ----------
Proved reserves, Dec. 31, 1993 695,009 10,501,238
Production (150,281) ( 2,226,658)
Sales of minerals in
place ( 2,147) ( 3,261)
Revision of previous
estimates 133,406 1,715,644
------- ----------
Proved reserves, Dec. 31, 1994 675,987 9,986,963
Production (120,420) ( 1,768,316)
Sales of minerals in
place ( 422) ( 19,550)
Extensions and discoveries 11,099 42,427
Revisions of previous
estimates 134,010 1,361,551
------- ----------
Proved reserves, Dec. 31, 1995 700,254 9,603,075
======= ==========
PROVED DEVELOPED RESERVES:
December 31, 1993 694,955 10,500,601
======= ==========
December 31, 1994 675,948 9,816,017
======= ==========
December 31, 1995 700,254 9,603,075
======= ==========
F-65
<PAGE>
<PAGE>
II-B Partnership
----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- ------------
Proved reserves, Dec. 31, 1992 813,000 9,265,200
Production (106,685) ( 1,329,860)
Sales of minerals in
place ( 1,000) ( 17,000)
Revision of previous
estimates (146,634) ( 1,454,245)
------- ----------
Proved reserves, Dec. 31, 1993 558,681 6,464,095
Production (111,099) ( 1,649,869)
Sales of minerals in
place ( 1,745) ( 19,087)
Revision of previous
estimates 39,239 1,321,885
------- ----------
Proved reserves, Dec. 31, 1994 485,076 6,117,024
Production ( 81,304) ( 1,205,296)
Sales of minerals in
place ( 756) ( 61,925)
Extensions and discoveries 13,810 18,726
Revisions of previous
estimates 78,699 860,574
------- ----------
Proved reserves, Dec. 31, 1995 495,525 5,729,103
======= ==========
PROVED DEVELOPED RESERVES:
December 31, 1993 558,671 6,463,486
======= ==========
December 31, 1994 485,076 5,884,070
======= ==========
December 31, 1995 495,525 5,729,103
======= ==========
F-66
<PAGE>
<PAGE>
II-C Partnership
----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- ------------
Proved reserves, Dec. 31, 1992 324,600 5,466,900
Production ( 32,568) ( 675,399)
Sales of minerals in
place ( 400) ( - )
Revision of previous
estimates ( 39,542) ( 528,066)
------- ----------
Proved reserves, Dec. 31, 1993 252,090 4,263,435
Production ( 34,074) ( 975,652)
Sales of minerals in
place ( 73) ( 3,673)
Revision of previous
estimates 2,314 751,118
------- ----------
Proved reserves, Dec. 31, 1994 220,257 4,035,228
Production ( 26,383) ( 737,277)
Sales of minerals in
place ( 1,141) ( 5,265)
Extensions and discoveries 2,810 9,289
Revisions of previous
estimates 10,126 681,340
------- ----------
Proved reserves, Dec. 31, 1995 205,669 3,983,315
======= ==========
PROVED DEVELOPED RESERVES:
December 31, 1993 252,090 4,263,090
======= ==========
December 31, 1994 220,257 3,935,386
======= ==========
December 31, 1995 205,669 3,983,315
======= ==========
F-67
<PAGE>
<PAGE>
II-D Partnership
----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- ------------
Proved reserves, Dec. 31, 1992 735,800 11,821,900
Production ( 92,253) ( 1,545,516)
Sales of minerals in
place - -
Revision of previous
estimates (247,068) 1,675,748
------- ----------
Proved reserves, Dec. 31, 1993 396,479 11,952,132
Production ( 93,610) ( 2,000,016)
Sales of minerals in
place ( 20) ( 13,563)
Revision of previous
estimates 137,228 1,588,157
------- ----------
Proved reserves, Dec. 31, 1994 440,077 11,526,710
Production ( 88,913) ( 1,906,303)
Sales of minerals in
place ( 1,286) ( 13,896)
Extensions and discoveries 292 28,447
Revisions of previous
estimates 203,408 1,275,502
------- ----------
Proved reserves, Dec. 31, 1995 553,578 10,910,460
======= ==========
PROVED DEVELOPED RESERVES:
December 31, 1993 396,479 11,952,132
======= ==========
December 31, 1994 440,077 11,526,710
======= ==========
December 31, 1995 553,578 10,910,460
======= ==========
F-68
<PAGE>
<PAGE>
II-E Partnership
----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- ------------
Proved reserves, Dec. 31, 1992 495,800 7,687,800
Production ( 68,723) ( 752,689)
Sales of minerals in
place - -
Revision of previous
estimates (123,903) ( 771,972)
------- ----------
Proved reserves, Dec. 31, 1993 303,174 6,163,139
Production ( 66,656) ( 853,317)
Sales of minerals in
place ( 94) ( 748)
Revision of previous
estimates 7,232 559,970
------- ----------
Proved reserves, Dec. 31, 1994 243,656 5,869,044
Production ( 63,680) ( 937,469)
Sales of minerals in
place ( 1,574) ( 23,318)
Extensions and discoveries 10,194 48,960
Revisions of previous
estimates 109,338 1,444,042
------- ----------
Proved reserves, Dec. 31, 1995 297,934 6,401,259
======= ==========
PROVED DEVELOPED RESERVES:
December 31, 1993 303,173 6,163,123
======= ==========
December 31, 1994 243,656 5,856,457
======= ==========
December 31, 1995 297,934 6,401,259
======= ==========
F-69
<PAGE>
<PAGE>
II-F Partnership
----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- ------------
Proved reserves, Dec. 31, 1992 518,800 6,783,200
Production ( 61,194) ( 883,094)
Sales of minerals in
place ( 1,600) ( 3,000)
Revision of previous
estimates ( 52,800) ( 340,369)
------- ----------
Proved reserves, Dec. 31, 1993 403,206 5,556,737
Production ( 63,723) ( 833,628)
Sales of minerals in
place ( 264) ( 741)
Revision of previous
estimates 13,322 ( 33,656)
------- ----------
Proved reserves, Dec. 31, 1994 352,541 4,688,712
Production ( 54,773) ( 845,804)
Sales of minerals in
place ( 4,031) ( 28,284)
Extensions and discoveries 829 108,943
Revisions of previous
estimates 60,441 815,149
------- ----------
Proved reserves, Dec. 31, 1995 355,007 4,738,716
======= ==========
PROVED DEVELOPED RESERVES:
December 31, 1993 402,203 5,556,698
======= ==========
December 31, 1994 352,541 4,657,944
======= ==========
December 31, 1995 355,007 4,738,716
======= ==========
F-70
<PAGE>
<PAGE>
II-G Partnership
----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
----------- ------------
Proved reserves, Dec. 31, 1992 1,095,200 15,186,600
Production ( 128,280) ( 1,879,891)
Sales of minerals in
place ( 3,500) ( 7,000)
Revision of previous
estimates ( 101,365) ( 1,085,933)
--------- ----------
Proved reserves, Dec. 31, 1993 862,055 12,213,776
Production ( 134,034) ( 1,921,696)
Sales of minerals in
place ( 562) ( 2,026)
Revision of previous
estimates 14,538 ( 30,956)
--------- ----------
Proved reserves, Dec. 31, 1994 741,997 10,259,098
Production ( 115,206) ( 1,832,915)
Sales of minerals in
place ( 8,413) ( 66,454)
Extensions and discoveries 1,737 227,933
Revisions of previous
estimates 126,364 1,715,621
--------- ----------
Proved reserves, Dec. 31, 1995 746,479 10,303,283
========= ==========
PROVED DEVELOPED RESERVES:
December 31, 1993 862,050 12,213,695
========= ==========
December 31, 1994 741,997 10,194,757
========= ==========
December 31, 1995 746,479 10,303,283
========= ==========
F-71
<PAGE>
<PAGE>
II-H Partnership
----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- ------------
Proved reserves, Dec. 31, 1992 256,100 3,847,000
Production ( 29,861) ( 471,281)
Sales of minerals in
place ( 900) ( 2,000)
Revision of previous
estimates ( 26,654) ( 293,205)
------- ----------
Proved reserves, Dec. 31, 1993 198,685 3,080,514
Production ( 31,241) ( 452,661)
Sales of minerals in
place ( 142) ( 512)
Revision of previous
estimates 6,580 ( 59,390)
------- ----------
Proved reserves, Dec. 31, 1994 173,882 2,567,951
Production ( 26,870) ( 449,854)
Sales of minerals in
place ( 2,006) ( 18,719)
Extensions and discoveries 401 52,767
Revisions of previous
estimates 28,114 401,519
------- ----------
Proved reserves, Dec. 31, 1995 173,521 2,553,664
======= ==========
PROVED DEVELOPED RESERVES:
December 31, 1993 198,684 3,080,495
======= ==========
December 31, 1994 173,882 2,555,068
======= ==========
December 31, 1995 173,521 2,553,664
======= ==========
F-72
<PAGE>
<PAGE>
Standardized Measure of Discounted Future Net Cash Flows of
Proved Oil and Gas Reserves - Unaudited
The following tables set forth each of the Partnerships'
estimated future net cash flows as of December 31, 1995 relating to
proved oil and gas reserves based on the standardized measure as pre-
scribed in SFAS No. 69:
Partnership
------------------------------
II-A II-B
------------- -------------
Future cash inflows $31,406,635 $20,046,479
Future production and
development costs ( 13,349,516) ( 8,252,665)
---------- ----------
Future net cash
flows $18,057,119 $11,793,814
10% discount to
reflect timing of
cash flows ( 5,662,382) ( 3,676,463)
---------- ----------
Standardized measure
of discounted
future net cash
flows $12,394,737 $ 8,117,351
========== ==========
F-73
<PAGE>
<PAGE>
Partnership
------------------------------
II-C II-D
------------- -------------
Future cash inflows $11,384,094 $31,038,959
Future production and
development costs ( 4,543,061) ( 13,158,836)
---------- ----------
Future net cash
flows $ 6,841,033 $17,880,123
10% discount to
reflect timing of
cash flows ( 2,311,483) ( 6,154,226)
---------- ----------
Standardized measure
of discounted
future net cash
flows $ 4,529,550 $11,725,897
========== ==========
Partnership
------------------------------
II-E II-F
------------- -------------
Future cash inflows $17,878,894 $15,674,089
Future production and
development costs ( 5,936,666) ( 4,463,134)
---------- ----------
Future net cash
flows $11,942,228 $11,210,955
10% discount to
reflect timing of
cash flows ( 4,528,744) ( 4,508,043)
---------- ----------
Standardized measure
of discounted
future net cash
flows $ 7,413,484 $ 6,702,912
========== ==========
F-74
<PAGE>
<PAGE>
Partnership
------------------------------
II-G II-H
------------- -------------
Future cash inflows $33,629,734 $ 8,132,254
Future production and
development costs ( 9,731,423) ( 2,420,275)
---------- ----------
Future net cash
flows $23,898,311 $ 5,711,979
10% discount to
reflect timing of
cash flows ( 9,590,596) ( 2,286,490)
---------- ----------
Standardized measure
of discounted
future net cash
flows $14,307,715 $ 3,425,489
========== ==========
The process of estimating oil and gas reserves is complex, requiring
significant subjective decisions in the evaluation of available
geological, engineering, and economic data for each reservoir. The
data for a given reservoir may change substantially over time as a
result of, among other things, additional development activity,
production history, and viability of production under varying economic
conditions; consequently, it is reasonably possible that material
revisions to existing reserve estimates may occur in the near future.
Although every reasonable effort has been made to ensure that the
reserve estimates reported herein represent the most accurate
assessment possible, the significance of the subjective decisions
required and variances in available data for various reservoirs make
these estimates generally less precise than other estimates presented
in connection with financial statement disclosures.
F-75
<PAGE>
<PAGE>
INDEX TO EXHIBITS
-----------------
Number Description
- ------ -----------
4.1 The Certificate and Agreements of Limited Partnership for
the following Partnerships have been previously filed with
the Securities and Exchange Commission as Exhibit 2.1 to
Form 8-A filed by each Partnership on the dates shown below
and are hereby incorporated by reference.
Partnership Filing Date File No.
----------- ------------ --------
II-A November 18, 1987 0-16388
II-B November 19, 1987 0-16405
II-C August 5, 1988 0-16981
II-D August 5, 1988 0-16980
II-E November 17, 1988 0-17320
II-F June 5, 1989 0-17799
II-G June 5, 1989 0-17802
II-H February 20, 1990 0-18305
4.2 The Agreements of Partnership for the following Production
Partnerships have been previously filed with the Securities
and Exchange Commission as Exhibit 2.2 to Form 8-A filed by
the related Partnerships on the dates shown below and are
hereby incorporated by reference.
Partnership Filing Date
----------- -----------
II-A November 18, 1987
II-B November 19, 1987
II-C August 5, 1988
II-D August 5, 1988
II-E November 17, 1988
II-F June 5, 1989
II-G June 5, 1989
II-H February 20, 1990
4.3 Advisory Agreement dated as of November 24, 1992 between
Samson, PaineWebber, Geodyne Resources, Geodyne Properties,
Inc., Geodyne Production Company, and Geodyne Energy Company
filed as Exhibit 28.3 to Registrant's Current Report on Form
8-K on December 24, 1992 and is hereby incorporated by
reference.
<PAGE>
<PAGE>
4.4 Second Amendment to Amended and Restated Agreement and
Certificate of Limited Partnership of Geodyne Energy Income
Limited Partnership II-A, filed as Exhibit 4.1 to
Registrant's Current Report on Form 8-K dated August 2, 1993
and filed with the Securities and Exchange Commission on
August 10, 1993 and is hereby incorporated by reference.
4.5 Second Amendment to Amended and Restated Agreement and
Certificate of Limited Partnership of Geodyne Energy Income
Limited Partnership II-B, filed as Exhibit 4.2 to
Registrant's Current Report on Form 8-K dated August 2, 1993
and filed with the Securities and Exchange Commission on
August 10, 1993 and is hereby incorporated by reference.
4.6 Second Amendment to Amended and Restated Agreement and
Certificate of Limited Partnership of Geodyne Energy Income
Limited Partnership II-C, filed as Exhibit 4.3 to
Registrant's Current Report on Form 8-K dated August 2, 1993
and filed with the Securities and Exchange Commission on
August 10, 1993 and is hereby incorporated by reference.
4.7 Second Amendment to Amended and Restated Agreement and
Certificate of Limited Partnership of Geodyne Energy Income
Limited Partnership II-D, filed as Exhibit 4.4 to
Registrant's Current Report on Form 8-K dated August 2, 1993
and filed with the Securities and Exchange Commission on
August 10, 1993 and is hereby incorporated by reference.
4.8 Second Amendment to Amended and Restated Agreement and
Certificate of Limited Partnership of Geodyne Energy Income
Limited Partnership II-E, filed as Exhibit 4.5 to
Registrant's Current Report on Form 8-K dated August 2, 1993
and filed with the Securities and Exchange Commission on
August 10, 1993 and is hereby incorporated by reference.
4.9 Second Amendment to Amended and Restated Agreement and
Certificate of Limited Partnership of Geodyne Energy Income
Limited Partnership II-F, filed as Exhibit 4.6 to
Registrant's Current Report on Form 8-K dated August 2, 1993
and filed with the Securities and Exchange Commission on
August 10, 1993 and is hereby incorporated by reference.
<PAGE>
<PAGE>
4.10 Second Amendment to Amended and Restated Agreement and
Certificate of Limited Partnership of Geodyne Energy Income
Limited Partnership II-G, filed as Exhibit 4.7 to
Registrant's Current Report on Form 8-K dated August 2, 1993
and filed with the Securities and Exchange Commission on
August 10, 1993 and is hereby incorporated by reference.
4.11 Second Amendment to Amended and Restated Agreement and
Certificate of Limited Partnership of Geodyne Energy Income
Limited Partnership II-H, filed as Exhibit 4.8 to
Registrant's Current Report on Form 8-K dated August 2, 1993
and filed with the Securities and Exchange Commission on
August 10, 1993 and is hereby incorporated by reference.
4.12* Third Amendment to Agreement and Certificate of Limited
Partnership of Geodyne Energy Income Limited Partnership II-
E.
4.13* Third Amendment to Agreement and Certificate of Limited
Partnership of Geodyne Energy Income Limited Partnership II-
F.
4.14* Third Amendment to Agreement and Certificate of Limited
Partnership of Geodyne Energy Income Limited Partnership II-
G.
4.15* Third Amendment to Agreement and Certificate of Limited
Partnership of Geodyne Energy Income Limited Partnership II-
H.
23.1* Consent of Ryder Scott Company Petroleum Engineers for
Geodyne Energy Income Limited Partnership II-A.
23.2* Consent of Ryder Scott Company Petroleum Engineers for
Geodyne Energy Income Limited Partnership II-B.
23.3* Consent of Ryder Scott Company Petroleum Engineers for
Geodyne Energy Income Limited Partnership II-C.
23.4* Consent of Ryder Scott Company Petroleum Engineers for
Geodyne Energy Income Limited Partnership II-D.
23.5* Consent of Ryder Scott Company Petroleum Engineers for
Geodyne Energy Income Limited Partnership II-E.
23.6* Consent of Ryder Scott Company Petroleum Engineers for
Geodyne Energy Income Limited Partnership II-F.
23.7* Consent of Ryder Scott Company Petroleum Engineers for
Geodyne Energy Income Limited Partnership II-G.
<PAGE>
<PAGE>
23.8* Consent of Ryder Scott Company Petroleum Engineers for
Geodyne Energy Income Limited Partnership II-H.
27.1* Financial Data Schedule containing summary financial
information extracted from the Geodyne Energy Income Limited
Partnership II-A's financial statements as of December 31,
1995 and for the year ended December 31, 1995.
27.2* Financial Data Schedule containing summary financial
information extracted from the Geodyne Energy Income Limited
Partnership II-B's financial statements as of December 31,
1995 and for the year ended December 31, 1995.
27.3* Financial Data Schedule containing summary financial
information extracted from the Geodyne Energy Income Limited
Partnership II-C's financial statements as of December 31,
1995 and for the year ended December 31, 1995.
27.4* Financial Data Schedule containing summary financial
information extracted from the Geodyne Energy Income Limited
Partnership II-D's financial statements as of December 31,
1995 and for the year ended December 31, 1995.
27.5* Financial Data Schedule containing summary financial
information extracted from the Geodyne Energy Income Limited
Partnership II-E's financial statements as of December 31,
1995 and for the year ended December 31, 1995.
27.6* Financial Data Schedule containing summary financial
information extracted from the Geodyne Energy Income Limited
Partnership II-F's financial statements as of December 31,
1995 and for the year ended December 31, 1995.
27.7* Financial Data Schedule containing summary financial
information extracted from the Geodyne Energy Income Limited
Partnership II-G's financial statements as of December 31,
1995 and for the year ended December 31, 1995.
27.8* Financial Data Schedule containing summary financial
information extracted from the Geodyne Energy Income Limited
Partnership II-H's financial statements as of December 31,
1995 and for the year ended December 31, 1995.
<PAGE>
<PAGE>
All other Exhibits are omitted as inapplicable.
----------
* Filed herewith.
<PAGE>
<PAGE>
Third Amendment to
Agreement and Certificate of Limited Partnership of
Geodyne Energy Income Limited Partnership II-E
This Third Amendment to Agreement and Certificate of Limited
Partnership of Geodyne Energy Income Limited Partnership II-E (the
"Partnership") is entered into by and between Geodyne Properties, Inc.
("Properties"), a Delaware corporation, as General Partner, Geodyne
Depositary Company ("Depositary"), a Delaware corporation, as the
Limited Partner, and all Substituted Limited Partners admitted to the
Partnership.
WHEREAS, on September 27, 1988, Properties and Depositary
executed and entered into that certain Agreement and Certificate of
Limited Partnership of the Partnership (the "Agreement"); and
WHEREAS, on February 25, 1993, Properties executed and entered
into that certain First Amendment to the Agreement of Limited
Partnership whereby it changed (i) the name of the Partnership from
"PaineWebber/Geodyne Energy Income Partnership II-E to "Geodyne Energy
Income Limited Partnership II-E, (ii) the address of the Partnership's
principal place of business, and (iii) the address for the
Partnership's agent for service of process; and
WHEREAS, on August 4, 1993, Properties executed and entered into
that certain Second Amendment to the Agreement in order to (i)
expedite the method of accepting transfers of Unit Holders' Units in
the Partnership and (ii) provide for an optional right of
repurchase/redemption which may be exercised by the Unit Holders; and
WHEREAS, Section 11.1 of the Agreement provides that the General
Partner may, without prior notice or consent of any Unit Holder, amend
any provision of this Agreement if, in its opinion, such amendment
does not have a material adverse effect upon the Unit Holders; and
WHEREAS, Properties as General Partner desires to amend the
Agreement in order to allow transfers of Units facilitated through a
matching service to the extent they otherwise comply with Internal
Revenue Service transfer regulations applicable to non-permitted
transfers for non-publicly traded limited partnerships.
NNOW, THEREFORE, in consideration of the covenants, conditions and
agreements herein contained, the parties hereto hereby agree as
follows:
I. Section 8.1.A(ii) of the Agreement is hereby deleted.
II. The remaining subsections of Section 8.1A shall be
renumbered accordingly.
IN WITNESS WHEREOF, the parties hereto have hereunto set their
hands as of this 31st day August, 1995.
GEODYNE PROPERTIES, INC.
as General Partner
By: //s// Dennis R. Neill
--------------------------------
Dennis R. Neill
Senior Vice President
Page 1
<PAGE>
<PAGE>
GEODYNE DEPOSITARY COMPANY,
as the Limited Partner
By: //s// Dennis R. Neill
--------------------------------
Dennis R. Neill
Senior Vice President
GEODYNE PROPERTIES, INC.,
as Attorney-in-Fact for all
Substituted Limited Partners
By: //s// Drew S. Phillips
--------------------------------
Drew S. Phillips
Vice President-Controller
Page 2
<PAGE>
<PAGE>
Third Amendment to
Agreement and Certificate of Limited Partnership of
Geodyne Energy Income Limited Partnership II-F
This Third Amendment to Agreement and Certificate of Limited
Partnership of Geodyne Energy Income Limited Partnership II-F (the
"Partnership") is entered into by and between Geodyne Properties, Inc.
("Properties"), a Delaware corporation, as General Partner, Geodyne
Depositary Company ("Depositary"), a Delaware corporation, as the
Limited Partner, and all Substituted Limited Partners admitted to the
Partnership.
WHEREAS, on January 5, 1989, Properties and Depositary executed
and entered into that certain Agreement and Certificate of Limited
Partnership of the Partnership (the "Agreement"); and
WHEREAS, on February 25, 1993, Properties executed and entered
into that certain First Amendment to the Agreement of Limited
Partnership whereby it changed (i) the name of the Partnership from
"PaineWebber/Geodyne Energy Income Partnership II-F to "Geodyne Energy
Income Limited Partnership II-F, (ii) the address of the Partnership's
principal place of business, and (iii) the address for the
Partnership's agent for service of process; and
WHEREAS, on August 4, 1993, Properties executed and entered into
that certain Second Amendment to the Agreement in order to (i)
expedite the method of accepting transfers of Unit Holders' Units in
the Partnership and (ii) provide for an optional right of
repurchase/redemption which may be exercised by the Unit Holders; and
WHEREAS, Section 11.1 of the Agreement provides that the General
Partner may, without prior notice or consent of any Unit Holder, amend
any provision of this Agreement if, in its opinion, such amendment
does not have a material adverse effect upon the Unit Holders; and
WHEREAS, Properties as General Partner desires to amend the
Agreement in order to allow transfers of Units facilitated through a
matching service to the extent they otherwise comply with Internal
Revenue Service transfer regulations applicable to non-permitted
transfers for non-publicly traded limited partnerships.
NNOW, THEREFORE, in consideration of the covenants, conditions and
agreements herein contained, the parties hereto hereby agree as
follows:
I. Section 8.1.A(ii) of the Agreement is hereby deleted.
II. The remaining subsections of Section 8.1A shall be
renumbered accordingly.
IN WITNESS WHEREOF, the parties hereto have hereunto set their
hands as of this 31st day August, 1995.
GEODYNE PROPERTIES, INC.
as General Partner
By: //s// Dennis R. Neill
--------------------------------
Dennis R. Neill
Senior Vice President
Page 1
<PAGE>
<PAGE>
GEODYNE DEPOSITARY COMPANY,
as the Limited Partner
By: //s// Dennis R. Neill
--------------------------------
Dennis R. Neill
Senior Vice President
GEODYNE PROPERTIES, INC.,
as Attorney-in-Fact for all
Substituted Limited Partners
By: //s// Drew S. Phillips
-------------------------------
Drew S. Phillips
Vice President-Controller
Page 2
<PAGE>
<PAGE>
Third Amendment to
Agreement and Certificate of Limited Partnership of
Geodyne Energy Income Limited Partnership II-G
This Third Amendment to Agreement and Certificate of Limited
Partnership of Geodyne Energy Income Limited Partnership II-G (the
"Partnership") is entered into by and between Geodyne Properties, Inc.
("Properties"), a Delaware corporation, as General Partner, Geodyne
Depositary Company ("Depositary"), a Delaware corporation, as the
Limited Partner, and all Substituted Limited Partners admitted to the
Partnership.
WHEREAS, on April 10, 1989, Properties and Depositary executed
and entered into that certain Agreement and Certificate of Limited
Partnership of the Partnership (the "Agreement"); and
WHEREAS, on February 25, 1993, Properties executed and entered
into that certain First Amendment to the Agreement of Limited
Partnership whereby it changed (i) the name of the Partnership from
"PaineWebber/Geodyne Energy Income Partnership II-G to "Geodyne Energy
Income Limited Partnership II-G, (ii) the address of the Partnership's
principal place of business, and (iii) the address for the
Partnership's agent for service of process; and
WHEREAS, on August 4, 1993, Properties executed and entered into
that certain Second Amendment to the Agreement in order to (i)
expedite the method of accepting transfers of Unit Holders' Units in
the Partnership and (ii) provide for an optional right of
repurchase/redemption which may be exercised by the Unit Holders; and
WHEREAS, Section 11.1 of the Agreement provides that the General
Partner may, without prior notice or consent of any Unit Holder, amend
any provision of this Agreement if, in its opinion, such amendment
does not have a material adverse effect upon the Unit Holders; and
WHEREAS, Properties as General Partner desires to amend the
Agreement in order to allow transfers of Units facilitated through a
matching service to the extent they otherwise comply with Internal
Revenue Service transfer regulations applicable to non-permitted
transfers for non-publicly traded limited partnerships.
NNOW, THEREFORE, in consideration of the covenants, conditions and
agreements herein contained, the parties hereto hereby agree as
follows:
I. Section 8.1.A(ii) of the Agreement is hereby deleted.
II. The remaining subsections of Section 8.1A shall be
renumbered accordingly.
IN WITNESS WHEREOF, the parties hereto have hereunto set their
hands as of this 31st day August, 1995.
GEODYNE PROPERTIES, INC.
as General Partner
By: //s// Dennis R. Neill
--------------------------------
Dennis R. Neill
Senior Vice President
Page 1
<PAGE>
<PAGE>
GEODYNE DEPOSITARY COMPANY,
as the Limited Partner
By: //s// Dennis R. Neill
--------------------------------
Dennis R. Neill
Senior Vice President
GEODYNE PROPERTIES, INC.,
as Attorney-in-Fact for all
Substituted Limited Partners
By: //s// Dennis R. Neill
------------------------------
Drew S. Phillips
Vice President-Controller
Page 2
<PAGE>
<PAGE>
Third Amendment to
Agreement and Certificate of Limited Partnership of
Geodyne Energy Income Limited Partnership II-H
This Third Amendment to Agreement and Certificate of Limited
Partnership of Geodyne Energy Income Limited Partnership II-H (the
"Partnership") is entered into by and between Geodyne Properties, Inc.
("Properties"), a Delaware corporation, as General Partner, Geodyne
Depositary Company ("Depositary"), a Delaware corporation, as the
Limited Partner, and all Substituted Limited Partners admitted to the
Partnership.
WHEREAS, on May 17, 1989, Properties and Depositary executed and
entered into that certain Agreement and Certificate of Limited
Partnership of the Partnership (the "Agreement"); and
WHEREAS, on February 25, 1993, Properties executed and entered
into that certain First Amendment to the Agreement of Limited
Partnership whereby it changed (i) the name of the Partnership from
"PaineWebber/Geodyne Energy Income Partnership II-H to "Geodyne Energy
Income Limited Partnership II-H, (ii) the address of the Partnership's
principal place of business, and (iii) the address for the
Partnership's agent for service of process; and
WHEREAS, on August 4, 1993, Properties executed and entered into
that certain Second Amendment to the Agreement in order to (i)
expedite the method of accepting transfers of Unit Holders' Units in
the Partnership and (ii) provide for an optional right of
repurchase/redemption which may be exercised by the Unit Holders; and
WHEREAS, Section 11.1 of the Agreement provides that the General
Partner may, without prior notice or consent of any Unit Holder, amend
any provision of this Agreement if, in its opinion, such amendment
does not have a material adverse effect upon the Unit Holders; and
WHEREAS, Properties as General Partner desires to amend the
Agreement in order to allow transfers of Units facilitated through a
matching service to the extent they otherwise comply with Internal
Revenue Service transfer regulations applicable to non-permitted
transfers for non-publicly traded limited partnerships.
NNOW, THEREFORE, in consideration of the covenants, conditions and
agreements herein contained, the parties hereto hereby agree as
follows:
I. Section 8.1.A(ii) of the Agreement is hereby deleted.
II. The remaining subsections of Section 8.1A shall be
renumbered accordingly.
IN WITNESS WHEREOF, the parties hereto have hereunto set their
hands as of this 31st day August, 1995.
GEODYNE PROPERTIES, INC.
as General Partner
By: //s// Dennis R. Neill
--------------------------------
Dennis R. Neill
Senior Vice President
Page 1
<PAGE>
<PAGE>
GEODYNE DEPOSITARY COMPANY,
as the Limited Partner
By: //s// Dennis R. Neill
--------------------------------
Dennis R. Neill
Senior Vice President
GEODYNE PROPERTIES, INC.,
as Attorney-in-Fact for all
Substituted Limited Partners
By: //s// Dennis R. Neill
--------------------------------
Drew S. Phillips
Vice President-Controller
Page 2
<PAGE>
<PAGE>
RYDER SCOTT COMPANY
- -------------------
PETROLEUM ENGINEERS FAX (713) 651-0849
Telephone (713) 651-9191
1100 Louisiana Suite 3800 Houston, Texas 77002-5218
CONSENT OF PETROLEUM ENGINEERING FIRM
We consent to the reference to our name included in this Annual
Report on Form 10-K for the year ended December 31, 1995 for Geodyne
Energy Income Limited Partnership II-A.
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
Houston, Texas
March 28, 1996
Denver Office: 600 Seventeenth, Suite 900N, Denver, Colorado 80202-5401
Telephone (303) 623-9147 FAX (303) 623-4258
<PAGE>
<PAGE>
RYDER SCOTT COMPANY
- -------------------
PETROLEUM ENGINEERS FAX (713) 651-0849
Telephone (713) 651-9191
1100 Louisiana Suite 3800 Houston, Texas 77002-5218
CONSENT OF PETROLEUM ENGINEERING FIRM
We consent to the reference to our name included in this Annual
Report on Form 10-K for the year ended December 31, 1995 for Geodyne
Energy Income Limited Partnership II-B.
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
Houston, Texas
March 28, 1996
Denver Office: 600 Seventeenth, Suite 900N, Denver, Colorado 80202-5401
Telephone (303) 623-9147 FAX (303) 623-4258
<PAGE>
<PAGE>
RYDER SCOTT COMPANY
- -------------------
PETROLEUM ENGINEERS FAX (713) 651-0849
Telephone (713) 651-9191
1100 Louisiana Suite 3800 Houston, Texas 77002-5218
CONSENT OF PETROLEUM ENGINEERING FIRM
We consent to the reference to our name included in this Annual
Report on Form 10-K for the year ended December 31, 1995 for Geodyne
Energy Income Limited Partnership II-C.
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
Houston, Texas
March 28, 1996
Denver Office: 600 Seventeenth, Suite 900N, Denver, Colorado 80202-5401
Telephone (303) 623-9147 FAX (303) 623-4258
<PAGE>
<PAGE>
RYDER SCOTT COMPANY
- -------------------
PETROLEUM ENGINEERS FAX (713) 651-0849
Telephone (713) 651-9191
1100 Louisiana Suite 3800 Houston, Texas 77002-5218
CONSENT OF PETROLEUM ENGINEERING FIRM
We consent to the reference to our name included in this Annual
Report on Form 10-K for the year ended December 31, 1995 for Geodyne
Energy Income Limited Partnership II-D.
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
Houston, Texas
March 28, 1996
Denver Office: 600 Seventeenth, Suite 900N, Denver, Colorado 80202-5401
Telephone (303) 623-9147 FAX (303) 623-4258
<PAGE>
<PAGE>
RYDER SCOTT COMPANY
- -------------------
PETROLEUM ENGINEERS FAX (713) 651-0849
Telephone (713) 651-9191
1100 Louisiana Suite 3800 Houston, Texas 77002-5218
CONSENT OF PETROLEUM ENGINEERING FIRM
We consent to the reference to our name included in this Annual
Report on Form 10-K for the year ended December 31, 1995 for Geodyne
Energy Income Limited Partnership II-E.
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
Houston, Texas
March 28, 1996
Denver Office: 600 Seventeenth, Suite 900N, Denver, Colorado 80202-5401
Telephone (303) 623-9147 FAX (303) 623-4258
<PAGE>
<PAGE>
RYDER SCOTT COMPANY
- -------------------
PETROLEUM ENGINEERS FAX (713) 651-0849
Telephone (713) 651-9191
1100 Louisiana Suite 3800 Houston, Texas 77002-5218
CONSENT OF PETROLEUM ENGINEERING FIRM
We consent to the reference to our name included in this Annual
Report on Form 10-K for the year ended December 31, 1995 for Geodyne
Energy Income Limited Partnership II-F.
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
Houston, Texas
March 28, 1996
Denver Office: 600 Seventeenth, Suite 900N, Denver, Colorado 80202-5401
Telephone (303) 623-9147 FAX (303) 623-4258
<PAGE>
<PAGE>
RYDER SCOTT COMPANY
- -------------------
PETROLEUM ENGINEERS FAX (713) 651-0849
Telephone (713) 651-9191
1100 Louisiana Suite 3800 Houston, Texas 77002-5218
CONSENT OF PETROLEUM ENGINEERING FIRM
We consent to the reference to our name included in this Annual
Report on Form 10-K for the year ended December 31, 1995 for Geodyne
Energy Income Limited Partnership II-G.
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
Houston, Texas
March 28, 1996
Denver Office: 600 Seventeenth, Suite 900N, Denver, Colorado 80202-5401
Telephone (303) 623-9147 FAX (303) 623-4258
<PAGE>
<PAGE>
RYDER SCOTT COMPANY
- -------------------
PETROLEUM ENGINEERS FAX (713) 651-0849
Telephone (713) 651-9191
1100 Louisiana Suite 3800 Houston, Texas 77002-5218
CONSENT OF PETROLEUM ENGINEERING FIRM
We consent to the reference to our name included in this Annual
Report on Form 10-K for the year ended December 31, 1995 for Geodyne
Energy Income Limited Partnership II-H.
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
Houston, Texas
March 28, 1996
Denver Office: 600 Seventeenth, Suite 900N, Denver, Colorado 80202-5401
Telephone (303) 623-9147 FAX (303) 623-4258
<PAGE>
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<NAME> GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
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<NAME> GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
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