GEODYNE ENERGY INCOME LTD PARTNERSHIP II A
8-K, 2000-01-28
CRUDE PETROLEUM & NATURAL GAS
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 8-K

               Current Report Pursuant to Section 13 or 15(d) of
                          The Securities Act of 1934


Date of Report (Date of earliest event reported): January 28, 2000


                 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: 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
             ------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (918) 583-1791




                                      -1-
<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 28,
2000,  and a chart showing,  on a per-unit  basis,  the 1999 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 28, 2000.

99.1  Chart showing on a per-unit basis the 1999 Year-End  Estimated  Valuations
      for the Partnerships.




                                      -2-
<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 28, 2000         // Dennis R. Neill //
                                --------------------
                                Dennis R. Neill
                                President





                                      -3-

                         GEODYNE ENERGY INCOME PROGRAMS
                             SAMSON PLAZA, TWO W. SECOND STREET
                                    TULSA, OK 74103-3103
                           918/583-1791 - 888-GEODYNE
                           E-MAIL: [email protected]
                                FAX: 918/591-1747

January 28, 2000                       Re:  1999 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 the 1999  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, 1999 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, 1999, 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




                                      -1-
<PAGE>




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.

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, 1999, calculations are based on
estimated  average  prices of $22.75  per  barrel of oil and $2.24 per  thousand
cubic feet of gas.  (This  compares  to $9.50 per barrel and $2.03 per  thousand
cubic feet of gas used for the 1998 Year-End Estimates.) Future net cash flow is
then discounted to a present value at a 10% annual rate.

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,  1999 year-end  estimated  valuations are higher
than the 1998 year-end  estimates.  This is primarily  due to the  significantly
higher oil and  natural gas prices in effect on  December  31, 1999  compared to
December 31, 1998.  Actual future prices received by the Programs will likely be
different



                                      -2-
<PAGE>



from  (and may be lower  than)  the  prices in  effect  on  December  31,  1999.
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.
       - 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,


//s//  Dennis R. Neill

Dennis R. Neill
President
Geodyne Resources, Inc.

Enclosure




                                  EXHIBIT 99.1
<TABLE>

                               GEODYNE ENERGY INCOME PROGRAMS
                  1999 YEAR-END ESTIMATED VALUATION ON A PER UNIT BASIS(1)


                                                                             CASH DISTRIBUTIONS PER UNIT
                                     1999 YEAR            1998          ------------------------------------
                                    END PER UNIT        YEAR-END                     CUMULATIVE
           FORMATION    UNIT         ESTIMATED         ESTIMATED        1999        DISTRIBUTIONS
P/SHIP       DATE       SIZE        VALUATION(2)      VALUATION(2)      TOTAL       THRU 12/31/99     P/SHIP
- ------     ---------    ----        ------------      ------------      -----       -------------     ------

<S>        <C>          <C>          <C>                <C>            <C>             <C>           <C>
II-A       07/22/87     $100         $25.91             $16.77         $2.62           $ 99.12       II-A
II-B       10/14/87      100          25.61              15.30          2.18             96.55       II-B
II-C       01/13/88      100          30.71              20.18          2.52            102.78       II-C
II-D       05/10/88      100          33.22              23.13          2.60            101.96       II-D
II-E       09/27/88      100          26.08              20.02          3.55            101.75       II-E
II-F       01/05/89      100          32.12              25.49          4.25            103.60       II-F
II-G       04/10/89      100          33.13              24.98          4.24             98.56       II-G
II-H       05/17/89      100          31.94              24.24          4.06             93.17       II-H


(1)   This chart must be read in  connection  with the letter dated  January 28,
      2000,  providing  important  assumptions  and  other  information  on  the
      methodology used to calculate these estimates.
(2)   1999  Year-End  estimates  use  $22.75  per  barrel  of oil and  $2.24 per
      thousand  cubic feet ("MCF") of gas compared to $9.50 per barrel and $2.03
      per MCF of gas for the 1998 Year-End estimates.
</TABLE>



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