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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 INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-2 LIMITED PARTNERSHIP
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6
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(Exact name of Registrant as specified in its Articles)
P-1: 0-17800 P-1: 73-1330245
P-2: 0-17801 P-2: 73-1330625
P-1 and P-2: P-3: 0-18306 P-3: 73-1336573
Texas P-4: 0-18308 P-4: 73-1341929
P-3 through P-6: P-5: 0-18637 P-5: 73-1353774
Oklahoma P-6: 0-18937 P-6: 73-1357375
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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 November 23 and 25, 1994, Geodyne Resources, Inc., the general
partner ("General Partner") of the Geodyne Institutional/Pension
Energy Income Limited Partnerships P-1, P-2, P-3, P-4, P-5, and P-6
(collectively, the "Partnerships"), PaineWebber Incorporated
("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 that certain Indemnification Agreement
dated November 24, 1992 by and between PaineWebber and Samson
Investment Company (the "Indemnification Agreement"). The amended
complaint in the federal 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 December 6, 1994 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 in the
Partnerships ("Units") (Marion Woolf v. Geodyne Resources, Inc., et
al., Case No. 94-059799, District Court of Harris County, Texas). The
plaintiff's petition alleged that the lawsuit was being brought as a
class action on behalf of investors who purchased Units in the
Partnerships. The lawsuit has been consolidated with another pending
lawsuit in Harris County, Texas (Sidney Neidick, et al. v. Geodyne
Resources, Inc., et al, Case No. 94-052860, District Court of Harris
County, Texas). 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 has agreed to indemnify the General Partner and the
Partnerships and their affiliates with respect to all claims asserted
by the plaintiff in the lawsuit pursuant to 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 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 consolidated Neidick case
referred to above (collectively, the "PaineWebber Partnership Class
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Actions") along with a settlement with the Securities and Exchange
Commission (the "SEC") and an agreement to settle with various state
securities regulators. 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
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.
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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.
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 INSTITUTIONAL/PENSION ENERGY
INCOME P-1 LIMITED PARTNERSHIP
GEODYNE INSTITUTIONAL/PENSION ENERGY
INCOME P-2 LIMITED PARTNERSHIP
GEODYNE INSTITUTIONAL/PENSION ENERGY
INCOME LIMITED PARTNERSHIP P-3
GEODYNE INSTITUTIONAL/PENSION ENERGY
INCOME LIMITED PARTNERSHIP P-4
GEODYNE INSTITUTIONAL/PENSION ENERGY
INCOME LIMITED PARTNERSHIP P-5
GEODYNE INSTITUTIONAL/PENSION ENERGY
INCOME LIMITED PARTNERSHIP P-6
By: GEODYNE RESOURCES, INC.
General Partner
DATE: July 30, 1996 /s/ Dennis R. Neill
Dennis R. Neill
President
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