SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported): January 29, 1998
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
- ---------------- ---------------- -----------------
(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
<PAGE>
ITEM 5: OTHER EVENTS
Year End Values. The General Partner is required to provide year-end
values of 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, and Geodyne Energy Income Limited Partnership
II-H (collectively, the "Partnerships") underlying properties to its limited
partners pursuant to the Partnerships' partnership agreements. Attached is a
form of the letter to be sent to the limited partners on or about January 29,
1998, and a chart showing, on a per-unit basis, the 1997 Year-End Estimated
Valuations for the Partnerships.
ITEM 7: EXHIBITS
20.1 Form of letter to be sent to the limited partners of the
Partnerships on or about January 29, 1998.
99.1 Chart showing on a per-unit basis the 1997 Year-End Estimated
Valuations for the Partnerships.
<PAGE>
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: January 29, 1998 //s// Dennis R. Neill
------------------------------
Dennis R. Neill
President
January 29, 1998 RE: 1997 YEAR-END ESTIMATED VALUATION
Dear Geodyne Energy Income Program Unit Holder:
As in past years, Geodyne is providing you with the following information
relating to 1997 year-end estimated valuations for your Geodyne Energy Income
Programs. Enclosed with this letter is a schedule showing your Geodyne
partnership investments, your investment amount, the current estimated
valuation, 1997 cash distributions and cumulative cash distributions to date.
REQUIREMENTS FOR A YEAR-END VALUATION
As you know, the Geodyne Energy Income Programs are partnerships designed for
long-term holding. Since the units are not traded on any organized stock
exchange, only a limited number of interests in the programs change hands during
the year. The values for securities other than partnerships are generally
obtained by looking at secondary market trading prices as quoted on the stock
exchanges. Limited partnerships are generally illiquid and were never intended
to, and do not, trade regularly or in any established market. As a result,
prices obtained in isolated secondary market transactions may not be a reliable
indicator of the value of this investment.
While noting this valuation difficulty, under the regulations of the Internal
Revenue Service (the "IRS Regulations"), IRA custodians are required to provide
year-end values for all securities held in their clients' IRAs. Given the
obligations under the IRS Regulations and certain provisions of the Partnership
prospectuses, Geodyne is providing to you and requesting brokerage firms and
other custodians a December 31, 1997, estimated value for each partnership. The
estimates are based upon the methodology explained below. While independent
engineers have reviewed the properties associated with at least 80% of the
estimated value of the proved producing reserves in each partnership, the
estimated valuations were not prepared by a third party appraiser.
Please note that your brokerage firm or other custodian may be relying on the
estimates herein or estimates determined by some other party to meet any IRS
reporting requirements, which estimates may differ from the estimates reported
herein. You should discuss with your custodian (not Geodyne) any questions you
have about estimates communicated by that custodian.
CALCULATING THE ESTIMATED VALUATION
The main component of the estimated valuation is the present value of the future
cash flow estimated to be received from producing the remaining proved oil and
natural gas reserves. Present value means discounting future cash flow to today
to recognize that a dollar received in the future is worth less than a dollar
received today. In addition, the estimated valuation includes any material
balance sheet items (cash on hand and gas balancing liabilities). The valuation
does not include a deduction for future partnership general and administrative
expenses.
As previously reported to investors in Partnerships II-A through II-E, those
partnerships were successful in winning an arbitration award against Texaco,
Inc. relative to a contract dispute. However, as Texaco has appealed the award,
collection is uncertain and therefore the amount of the award is not included in
the values for those respective programs.
For determining the present value of future cash flow, pricing guidelines and a
time value discount rate set forth by the Securities and Exchange Commission for
financial reporting purposes ("SECPV10") were used. Under these guidelines,
year-end prices received for oil and gas are used for the life of the
production. Therefore, there is no escalation for prices or production costs,
except for assured contractual gas pricing escalations (which are insignificant
for the Geodyne partnerships). The December 31, 1997, calculations are based on
estimated average prices of $16.25 per barrel of oil and $2.325 per thousand
cubic feet of gas. (This compares to $23.75 per barrel and $3.57 per thousand
cubic feet of gas used for the 1996 Year-End Estimates.) Future net cash flow is
then discounted to a present value at a 10% annual rate.
(Over, Please)
<PAGE>
1997 YEAR-END ESTIMATED VALUATIONS JANUARY 29, 1998 PAGE 2
THESE ESTIMATES DO NOT REFLECT CASH DISTRIBUTIONS RECEIVED TO DATE. ESTIMATED
VALUATIONS ARE NOT INDICATIVE OF WHAT FUTURE CASH DISTRIBUTIONS TO UNIT HOLDERS
WILL BE. THE ESTIMATES DO NOT NECESSARILY REFLECT WHAT COULD BE RECEIVED SHOULD
A UNIT HOLDER DECIDE TO SELL HIS OR HER UNITS ON THE SECONDARY MARKET OR IF THE
PARTNERSHIP WAS LIQUIDATED. SINCE THE ESTIMATES ARE BASED UPON ASSUMPTIONS
CONCERNING FUTURE OIL AND GAS PRICES AND REMAINING RESERVE VOLUMES, THEY ARE
NECESSARILY INHERENTLY IMPRECISE. UNIT HOLDERS SHOULD ALSO NOTE THAT THE
ESTIMATED VALUATIONS ARE NOT ADJUSTED DURING THE YEAR FOR PRODUCTION, PRICING
CHANGES, CASH DISTRIBUTIONS, ETC.
REASONS FOR YEAR TO YEAR CHANGES IN ESTIMATES
In all of the Geodyne Programs, 1997 year-end estimated valuations are lower
than the 1996 year-end estimates. This is primarily due to the significantly
lower oil and natural gas prices in effect on December 31, 1997 compared to
December 31, 1996. ACTUAL FUTURE PRICES RECEIVED BY THE PROGRAMS WILL LIKELY BE
DIFFERENT FROM (AND MAY BE LOWER THAN) THE PRICES IN EFFECT ON DECEMBER 31,
1997. PRIMARILY DUE TO HEATING SEASON DEMAND, YEAR-END PRICES IN MANY YEARS HAVE
TENDED TO BE HIGHER, AND, IN SOME CASES SIGNIFICANTLY HIGHER, THAN THE YEARLY
AVERAGE PRICE ACTUALLY RECEIVED BY THE PROGRAMS FOR AT LEAST THE YEAR FOLLOWING
THE YEAR-END VALUATION DATE.
Although the vast majority of partnership reserves are proved, and therefore
less likely to fluctuate significantly, all reserves and evaluations are
estimates subject to many judgmental factors. Additional factors that can result
in year to year changes in the estimates of the remaining oil and natural gas
reserve quantities and the value of such reserves based on a cash flow analysis
include:
* Estimates by engineers can vary from year to year, based on the
inherent impreciseness of estimating reserves in the ground.
* Improved oil and gas prices can increase estimates of economically
recoverable reserves while lower prices can decrease such estimates.
Price changes also directly impact estimates of future cash flow.
Crude oil and natural gas prices were lower at year-end 1997 compared
to year-end 1996, which has decreased estimates of future cash flow in
the partnerships.
* A longer performance history of wells provides more accurate data for
calculating reserve quantities.
* Mechanical difficulties at the well site can prohibit production.
* Newly drilled wells near partnership wells can drain reserves that
would otherwise be produced by partnership wells.
* Successful development drilling and enhancement projects can add to
existing reserves.
Please contact Geodyne Investor Services at the letterhead address or telephone
number if you have any questions regarding this letter.
Sincerely,
Dennis R. Neill
President
Geodyne Resources, Inc.
<TABLE>
<CAPTION>
GEODYNE ENERGY INCOME PROGRAMS
1997 YEAR-END ESTIMATED VALUATION ON A PER UNIT BASIS(1)
CASH DISTRIBUTIONS PER UNIT
------------------------------
1996 YEAR-END CUMULATIVE
FORMATION UNIT 1997 YEAR END PER UNIT ESTIMATED 1997 DISTRIBUTIONS
P/SHIP DATE SIZE ESTIMATED VALUATION(2) VALUATION(2) TOTAL THRU 12/31/97 P/SHIP
- ------- ---------- ------------------------------- ------------- ---------------------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
II-A 07/22/87 100 25.77 47.25 6.54 86.71 II-A
II-B 10/14/87 100 22.91 41.42 6.03 82.43 II-B
II-C 01/13/88 100 34.54 62.72 8.43 85.54 II-C
II-D 05/10/88 100 36.77 71.62 9.06 81.27 II-D
II-E 09/27/88 100 30.54 53.55 7.32 65.99 II-E
II-F 01/05/89 100 41.25 68.64 10.92 87.01 II-F
II-G 04/10/89 100 40.29 67.70 10.81 82.38 II-G
II-H 05/17/89 100 38.85 66.28 10.65 77.85 II-H
(1) This chart must be read in connection with the letter dated January 29,
1998, providing important assumptions and other information on the
methodology used to calculate these estimates.
(2) 1997 Year-End estimates use $16.25 per barrel of oil and $2.325 per
thousand cubic feet ("MCF") of gas compared to $23.75 per barrel and $3.57
per MCF of gas for the 1996 Year-End estimates.
</TABLE>
