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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported): July 17, 1996
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
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(Exact name of Registrant as specified in its Articles)
II-A: 0-16388 II-A: 73-1295505
II-B: 0-16405 II-B: 73-1303341
II-C: 0-16981 II-C: 73-1308986
II-D: 0-16980 II-D: 73-1329761
II-E: 0-17320 II-E: 73-1324751
II-F: 0-17799 II-F: 73-1330632
II-G: 0-17802 II-G: 73-1336572
Oklahoma II-H: 0-18305 II-H: 73-1342476
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(State or other (Commission (I.R.S. Employer
jurisdiction of File No.) Identification)
incorporation or
organization)
Two West Second Street, Tulsa, Oklahoma 74103
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (918) 583-1791
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ITEM 5: OTHER EVENTS
On October 26, 1994, Geodyne Resources, Inc., the general partner
("General Partner") of the Geodyne Energy Income Limited Partnerships
II-A, II-B, II-C, II-D, II-E, II-F, II-G, and II-H (collectively, the
"Partnerships"), 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 units of limited partnership interest ("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, the General Partner and the
Partnerships were dismissed without prejudice as defendants in the
matter. In addition, on June 7, 1995, the matter was certified as a
class action. A class action notice was mailed on June 7, 1995 to all
limited partners in the Partnerships who are members of the class.
PaineWebber Incorporated ("PaineWebber") has agreed to indemnify the
General Partner 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 Agreement") in the event the General Partner or the
Partnerships are rejoined in the matter at a later time. As a result
of both the dismissal and the Indemnification Agreement, the General
Partner does not believe that either the Partnerships or the General
Partner will be required to pay any damages or expenses in this
matter.
On November 23 and 25, 1994, the General Partner, PaineWebber,
and certain other parties were named as defendants in two related
lawsuits alleging misrepresentations made to induce investments in the
Partnerships and asserting causes of action for common law fraud and
deceit and unjust enrichment (Romine v. PaineWebber, Inc. et al., Case
No. 94-CIV-8558, U.S. District Court, Southern District of New York
and Romine v. PaineWebber, Inc. et al., Case No. 94-132844, Supreme
Court of the State of New York, County of New York). The Federal
court case was later consolidated with other similar actions (to which
the General Partner is not a party) under the title In Re: PaineWebber
Limited Partnerships' Litigation (the "Federal Class Action") and was
certified as a class action on May 30, 1995. A class action notice
was mailed on June 7, 1995 to all members of the class. The Federal
Class Action also alleges violations of 18 U.S.C. Sec. 1962(c) and the
Securities Exchange Act of 1934. Compensatory and punitive damages,
interest, and costs have been requested in both matters. PaineWebber
has agreed to indemnify the General Partner with respect to all claims
asserted by the plaintiff in the lawsuits pursuant to the
Indemnification Agreement. The amended complaint in the Federal Class
Action no longer asserts any claim directly against the General
Partner. As a result of the Indemnification Agreement, the General
Partner does not believe that it will be required to pay any damages
or expenses in this matter.
On January 18, 1996, PaineWebber issued a press release
indicating that it had reached an agreement to settle the pending
Federal Class Action, along with the Neidick case referred to above
(collectively, the "PaineWebber Partnership Class Actions") along with
a settlement with the Securities and Exchange Commission (the "SEC")
and an agreement to settle with various state securities regulators.
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On that date, PaineWebber paid $125 million into an interest bearing
account as part of a memorandum of understanding in connection with
the proposed settlement (the "Settlement Fund"). The Settlement Fund
applies to claims related to both the Partnerships and certain other
investment programs sold by PaineWebber. In addition, PaineWebber
agreed to a SEC administrative order creating a capped $40 million
fund (the "SEC Claims Fund"), which is to be distributed to eligible
Unit Holders by an independent administrator (the "Claims
Administrator"); a civil penalty of $5 million leveled by the SEC; and
payments aggregating $5 million to state securities administrators.
Such settlement is not an obligation of either the Partnerships or the
General Partner and, accordingly, would not affect the financial
statements of the Partnerships. As a result of the Indemnification
Agreement, the General Partner does not believe that it will be
required to pay any damages or expenses in this matter.
In connection with the PaineWebber Partnership Class Actions, on
July 17, 1996 the federal court entered a preliminary order regarding
the settlement proceedings referred to above. Pursuant to that order,
plaintiffs' counsel have undertaken to mail to class members the Class
Settlement Notice (the "Notice") and Proof of Claim. Eligible class
members are generally those who purchased their Units through
PaineWebber on or before December 31, 1992 and who have not (i)
previously opted out of the Class, (ii) previously released
PaineWebber, or (iii) finally adjudicated their claims against
PaineWebber.
A complete description of the proposed settlement terms is
included in the Notice. As discussed in the Notice a limited
partner's participation in this settlement will not affect the limited
partner's ownership of the Units and does not require the limited
partner to sell or transfer the Units. The limited partner's
participation in the proposed settlement does NOT require the limited
partners to continue to hold the Units.
Plaintiffs' counsel will be responsible for allocating payments
from the $125 million Settlement Fund previously funded by PaineWebber
among eligible limited partners and investors in other unrelated
PaineWebber partnerships in accordance with the settlement. The
amount and date of any payment will vary depending upon many factors
set forth in the Notice. It is currently expected that payments from
the Settlement Fund will be made in early 1997.
In addition, eligible limited partners in all Partnerships who
held their Units on June 3, 1996 may be entitled to certain additional
payments from an escrow fund to which PaineWebber will make payments
through May 30, 2001 if spot market oil and natural gas prices as
reported by the New York Mercantile Exchange fall below certain
thresholds set forth in the Notice ("Pricing Guarantee"). The
threshold prices used in the Pricing Guarantee are $18 per barrel of
oil and $1.80 per Mcf of gas. Under the Notice, PaineWebber payments,
if any, made pursuant to the Pricing Guarantee will be paid to the
limited partners of record on June 3, 1996 irrespective of whether
they subsequently sell/dispose of their Units to third parties. The
Pricing Guarantee does NOT attach to the Units as an attribute of
ownership in the Partnerships and is not an obligation of either the
General Partner or the Partnerships.
A look back provision is also included in the settlement which
may provide additional funds as of January 1, 2001 for eligible
limited partners. Class members who sold their Units prior to June 3,
1996 will not be eligible for payments, if any, due under the Pricing
Guarantee or the look back provision.
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Eligible limited partners who wish to participate in the
settlement must timely execute and return a proof of claim by January
17, 1997, which includes a Release, Covenant Not to Sue, and
Acknowledgement, all as more further described in the Notice.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
GEODYNE ENERGY INCOME LIMITED
PARTNERSHIP II-A
GEODYNE ENERGY INCOME LIMITED
PARTNERSHIP II-B
GEODYNE ENERGY INCOME LIMITED
PARTNERSHIP II-C
GEODYNE ENERGY INCOME LIMITED
PARTNERSHIP II-D
GEODYNE ENERGY INCOME LIMITED
PARTNERSHIP II-E
GEODYNE ENERGY INCOME LIMITED
PARTNERSHIP II-F
GEODYNE ENERGY INCOME LIMITED
PARTNERSHIP II-G
GEODYNE ENERGY INCOME LIMITED
PARTNERSHIP II-H
By: GEODYNE RESOURCES, INC.
General Partner
DATE: July 30, 1996 /s/ Dennis R. Neill
Dennis R. Neill
President
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