<PAGE>
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 24, 1997
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
- -------------------------------------------------------------------
(Exact name of Registrant as specified in its Articles)
III-A: 0-18302 III-A: 73-1352993
III-B: 0-18636 III-B: 73-1358666
III-C: 0-18634 III-C: 73-1356542
III-D: 0-18936 III-D: 73-1357374
III-E: 0-19010 III-E: 73-1367188
III-F: 0-19102 III-F: 73-1377737
Oklahoma III-G: 0-19563 III-G: 73-1377828
- ---------------- -------------- -----------------
(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
<PAGE>
<PAGE>
ITEM 5: OTHER EVENTS
Sale of Properties.
------------------
The General Partner and its affiliates are currently in the
process of evaluating certain oil and gas properties owned and/or
operated by the General Partner and the Geodyne Energy Income Limited
Partnership III-A, Geodyne Energy Income Limited Partnership III-B,
Geodyne Energy Income Limited Partnership III-C, Geodyne Energy Income
Limited Partnership III-D, Geodyne Energy Income Limited Partnership
III-E, Geodyne Energy Income Limited Partnership III-F, and Geodyne
Energy Income Limited Partnership III-G (collectively, the
"Partnerships"). As a result of such evaluation, it is expected that
certain of these properties will be placed in bid packages and offered
for sale during the first half of 1997. It is likely that the
Partnerships will have an interest in some of the properties being
sold. It is currently estimated that the value of such sales, as a
percentage of total proved reserves of any given Partnership, will
range from 1% to 20%.
The decision to accept any offer for the purchase of such
properties will be made by the General Partner after giving due
consideration to the offer price and the General Partner's estimate of
both the properties' remaining proved reserves and future operating
costs. Net proceeds from the sale of any such Partnership properties
will be distributed to the Partnership and will be included in the
calculation of the Partnership's cash distributions for the quarter
immediately following receipt by the Partnership of the proceeds.
Following completion of any sales the Partnerships' quantity of
proved reserves will be reduced. It is also possible that the
Partnerships' repurchase values and future cash distributions could
decline as a result of any reduced reserve base. On the other hand,
the General Partner believes that there will be beneficial operating
efficiencies related to the Partnerships' remaining properties. This
is primarily due to the fact that the properties to be sold are more
likely to bear a higher ratio of operating expenses as compared to
reserves than the properties remaining in the Partnerships. The net
effect of such property sales is difficult to predict as of the date
of this Current Report on Form 8-K.
Year End Values.
---------------
The General Partner is required to provide year-end values of 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 27,
1997, and a chart showing, on a per-unit basis, the 1996 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 27, 1997.
99.1 Chart showing on a per-unit basis the 1996 Year-End
Estimates Valuations for the Partnerships.
-2-
<PAGE>
<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 III-A
GEODYNE ENERGY INCOME LIMITED
PARTNERSHIP III-B
GEODYNE ENERGY INCOME LIMITED
PARTNERSHIP III-C
GEODYNE ENERGY INCOME LIMITED
PARTNERSHIP III-D
GEODYNE ENERGY INCOME LIMITED
PARTNERSHIP III-E
GEODYNE ENERGY INCOME LIMITED
PARTNERSHIP III-F
GEODYNE ENERGY INCOME LIMITED
PARTNERSHIP III-G
By: GEODYNE RESOURCES, INC.
General Partner
DATE: January 24, 1997 //s// Dennis R. Neill
______________________________
Dennis R. Neill
President
-3-
<PAGE>
<PAGE>
January 27, 1997 Re: 1996 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 1996 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, 1996 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, 1996, 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.
<PAGE>
<PAGE>
1996 YEAR-END ESTIMATED VALUATIONS JANUARY 27, 1997 PAGE 2
For determining the present value of future cash flow, pricing
guidelines and time value discount rates 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, 1996, calculations are based
on estimated average prices of $23.75 per barrel of oil and $3.57 per
thousand cubic feet of gas. (This compares to $18.50 per barrel and
$2.00 per thousand cubic feet of gas used for the 1995 Year-End
Estimates.) Future net cash flow is then discounted to a present
value at a 10% annual rate. Since the Securities and Exchange
Commission guidelines provide for the reporting of only proved
reserves, Geodyne has changed its reporting of 1996 year-end values to
exclude the previously included adjusted value of probable and
possible reserves.
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, 1996 year-end estimated valuations are
higher than the 1995 year-end estimates. This is primarily due to the
significantly higher oil and natural gas prices in effect on December
31, 1996 compared to December 31, 1995. Actual future prices received
by the Programs will likely be different from (and may be lower than)
the prices in effect on December 31, 1996. 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. In particular, it should be noted that
December 31, 1996, prices are much higher than those in the last
several years and significantly higher than the average prices
received in each of the last several years. It is not possible to
predict whether this pricing level is indicative of a new trend toward
higher energy prices or a short-term deviation from the recent history
of low to moderate prices.
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 higher at year-end 1996 compared to year-end 1995,
which has increased estimates of future cash flow in the
partnerships.
* A longer performance history of wells provides more accurate
data for calculating reserve quantities.
<PAGE>
<PAGE>
1996 YEAR-END ESTIMATED VALUATIONS JANUARY 27, 1997 PAGE 3
* 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.
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
GEODYNE ENERGY INCOME PROGRAMS
1996 YEAR-END ESTIMATED VALUATION ON A PER UNIT BASIS(1)
CASH DISTRIBUTIONS
PER UNIT
1996 YEAR-END ----------------------
PER UNIT 1995 YEAR-END CUMULATIVE
FORMATION UNIT ESTIMATED ESTIMATED 1996 DISTRIBUTIONS
P/SHIP DATE SIZE VALUATION(2) VALUATION(2) TOTAL THRU 13/31/96 P/SHIP
<S> <C> <C> <C> <C> <C> <C> <C>
III-A 11/21/89 100 51.96 32.60 9.46 78.15 III-A
III-B 01/24/90 100 53.17 33.18 10.14 86.81 III-B
III-C 02/27/90 100 60.53 31.77 7.26 52.87 III-C
III-D 09/05/90 100 72.39 43.39 8.33 46.90 III-D
III-E 12/26/90 100 85.04 53.63 8.66 54.62 III-E
III-F 03/08/91 100 61.85 36.09 5.24 37.78 III-F
III-G 09/20/91 100 66.58 39.74 5.92 34.20 III-G
(1) This chart must be read in connection with the letter dated January 27, 1997, providing
important assumptions and other information on the methodology used to calculate these
estimates.
(2) 1996 Year-End estimates use $23.75 per barrel of oil and $3.57 per thousand cubic feet
(MCF) of gas compared to $18.50 per barrel and $2.00 per MCF of gas for the 1995 Year-End
estimates.
</TABLE>
<PAGE>
