<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended March 31, 1996
Commission File Number: P-7: 0-20265 P-8: 0-20264
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-7
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-8
-------------------------------------------------------------------
(Exact name of Registrant as specified in its Articles)
P-7: 73-1367186
Oklahoma P-8: 73-1378683
- - -------------------------------- -----------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of 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
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports)
and (2) has been subject to the filing requirements for the past 90
days.
Yes X No
---- ----
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<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-7
BALANCE SHEETS
(Unaudited)
ASSETS
March 31, December 31,
1996 1995
----------- ------------
CURRENT ASSETS:
Cash and cash equivalents . . . . . . $ 309,200 $ 270,118
Accounts receivable:
Net profits and royalty interests in
oil and gas sales . . . . . . . . 409,543 309,444
---------- ----------
Total current assets . . . . . . $ 718,743 $ 579,562
NET PROFITS AND ROYALTY INTERESTS IN
OIL AND GAS PROPERTIES, net, utilizing
the successful efforts method . . . . 8,130,902 8,395,716
---------- ----------
$8,849,645 $8,975,278
========== ==========
PARTNERS' CAPITAL (DEFICIT)
PARTNERS' CAPITAL (DEFICIT):
General Partner . . . . . . . . . . . ($ 72,101) ($ 45,524)
Limited Partners, issued and out-
standing: 188,702 units . . . . . . 8,921,746 9,020,802
---------- ----------
Total Partners' capital . . . . . $8,849,645 $8,975,278
---------- ----------
$8,849,645 $8,975,278
========== ==========
The accompanying notes are an integral part of
these financial statements.
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<PAGE>
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-7
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(Unaudited)
1996 1995
---------- ----------
REVENUES:
Net profits and royalty interests in
oil and gas sales . . . . . . . . $589,841 $416,123
Interest income . . . . . . . . . . . 1,919 2,109
Gain on sale of net profits and royalty
interests in oil and gas properties 4,771 19,312
-------- --------
$596,531 $437,544
COSTS AND EXPENSES:
Depletion of net profits and royalty
interests in oil and gas properties $331,789 $550,947
General and administrative . . . . . 61,458 59,735
-------- --------
$393,247 $610,682
-------- --------
NET INCOME (LOSS) . . . . . . . . . . . $203,284 ($173,138)
======== ========
GENERAL PARTNER - NET INCOME . . . . . $ 23,340 $ 13,381
======== ========
LIMITED PARTNERS - NET INCOME (LOSS) . $179,944 ($186,519)
======== ========
NET INCOME (LOSS) per unit . . . . . . $ .95 ($ .99)
======== ========
UNITS OUTSTANDING . . . . . . . . . . . 188,702 188,702
======== ========
The accompanying notes are an integral part of
these financial statements.
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<PAGE>
<PAGE>
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-7
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(Unaudited)
1996 1995
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) . . . . . . . . . . $203,284 ($173,138)
Adjustments to reconcile net income
(loss) to net cash provided by
operating activities:
Depletion of net profits and royalty
interests in oil and gas properties 331,789 550,947
Gain on sale of net profits and royalty
interests in oil and gas properties ( 4,771) ( 19,312)
Increase in accounts receivable . . ( 100,099) ( 36,544)
-------- --------
Net cash provided by operating
activities . . . . . . . . . . . . $430,203 $321,953
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures . . . . . . . . ($ 66,975) ($ 11,702)
Proceeds from sale of net profits and
royalty interests in oil and gas
properties . . . . . . . . . . . . . 4,771 23,868
-------- --------
Net cash provided (used) by investing
activities . . . . . . . . . . . . ($ 62,204) $ 12,166
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions . . . . . . . . . ($328,917) ($331,000)
-------- --------
Net cash used by financing activities ($328,917) ($331,000)
-------- --------
NET INCREASE IN CASH AND CASH
EQUIVALENTS . . . . . . . . . . . . . . $ 39,082 $ 3,119
CASH AND CASH EQUIVALENTS AT BEGINNING
OF PERIOD . . . . . . . . . . . . . . . 270,118 282,045
-------- --------
CASH AND CASH EQUIVALENTS AT END OF
PERIOD . . . . . . . . . . . . . . . . $309,200 $285,164
========= ========
The accompanying notes are an integral part of
these financial statements.
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<PAGE>
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-8
BALANCE SHEETS
(Unaudited)
ASSETS
March 31, December 31,
1996 1995
----------- ------------
CURRENT ASSETS:
Cash and cash equivalents . . . . . . $ 173,550 $ 208,319
Accounts receivable:
Net profits and royalty interests
in oil and gas sales . . . . . . . 185,940 136,877
---------- ----------
Total current assets . . . . . . . $ 359,490 $ 345,196
NET PROFITS AND ROYALTY INTERESTS IN
OIL AND GAS PROPERTIES, net, utilizing
the successful efforts method . . . . 4,778,504 4,927,730
---------- ----------
$5,137,994 $5,272,926
========== ==========
PARTNERS' CAPITAL (DEFICIT)
PARTNERS' CAPITAL (DEFICIT):
General Partner . . . . . . . . . . . ($ 37,080) ($ 20,601)
Limited Partners, issued and outstanding,
116,168 units . . . . . . . . . . . 5,175,074 5,293,527
---------- ----------
Total Partners' capital . . . . . $5,137,994 $5,272,926
---------- ----------
$5,137,994 $5,272,926
========== ==========
The accompanying notes are an integral part of
these financial statements.
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<PAGE>
<PAGE>
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-8
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(Unaudited)
1996 1995
---------- ----------
REVENUES:
Net profits and royalty interests in oil
and gas sales . . . . . . . . . . $337,274 $300,905
Interest income . . . . . . . . . . 1,457 1,401
Gain on sale of net profits and royalty
interests in oil and gas properties 2,442 7,715
-------- --------
$341,173 $310,021
COSTS AND EXPENSES:
Depletion of net profits and royalty
interests in oil and gas properties $186,590 $436,637
General and administrative . . . . . 37,806 36,137
-------- --------
$224,396 $472,774
-------- --------
NET INCOME (LOSS) . . . . . . . . . . $116,777 ($162,753)
======== ========
GENERAL PARTNER - NET INCOME . . . . $ 13,230 $ 9,328
======== ========
LIMITED PARTNERS - NET INCOME (LOSS) . $103,547 ($172,081)
======== ========
NET INCOME (LOSS) per unit . . . . . . $ .89 ($ 1.48)
======== ========
UNITS OUTSTANDING . . . . . . . . . . . 116,168 116,168
======== ========
The accompanying notes are an integral part of
these financial statements.
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<PAGE>
<PAGE>
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-8
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(Unaudited)
1996 1995
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) . . . . . . . . . . $116,777 ($162,753)
Adjustments to reconcile net income
(loss) to net cash provided by
operating activities:
Depletion of net profits and royalty
interests in oil and gas properties 186,590 436,637
Gain on sale of net profits and
royalty interests in oil and gas
properties . . . . . . . . . . . . ( 2,442) ( 7,715)
Increase in accounts receivable . . ( 49,063) -
Decrease in accounts payable . . . - ( 36,141)
-------- --------
Net cash provided by operating
activities . . . . . . . . . . . . $251,862 $230,028
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures . . . . . . . . ($ 37,364) ($ 7,845)
Proceeds from sale of net profits and
royalty interests in oil and gas
properties . . . . . . . . . . . . . 2,442 12,319
-------- --------
Net cash provided (used) by investing
activities . . . . . . . . . . . . ($ 34,922) $ 4,474
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions . . . . . . . . . ($251,709) ($231,000)
---------- ---------
Net cash used by financing activities ($251,709) ($231,000)
---------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS . . . . . . . . . . . . . ($ 34,769) $ 3,502
CASH AND CASH EQUIVALENTS AT BEGINNING
OF PERIOD . . . . . . . . . . . . . . . 208,319 198,756
-------- --------
CASH AND CASH EQUIVALENTS AT END OF
PERIOD . . . . . . . . . . . . . . . . $173,550 $202,258
======== ========
The accompanying notes are an integral part of
these financial statements.
-7-
<PAGE>
<PAGE>
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME PROGRAM II PARTNERSHIPS
CONDENSED NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 1996
(Unaudited)
1. ACCOUNTING POLICIES
-------------------
The balance sheet as of March 31, 1996, statements of operations
for the three months ended March 31, 1996 and 1995 and the statements
of cash flows for the three months ended March 31, 1996 and 1995 have
been prepared by Geodyne Properties, Inc., the general partner (the
"General Partner") of the Geodyne Institutional/Pension Energy Income
Program II Limited Partnerships (individually, the "P-7 Partnership"
or the "P-8 Partnership", as the case may be, or, collectively, the
"Partnerships"), and are unaudited. In the opinion of management the
financial statements referred to above include all necessary
adjustments, consisting of normal recurring adjustments, to present
fairly the financial position at March 31, 1996, the results of
operations for the three months ended March 31, 1996 and 1995 and cash
flows for the three months ended March 31, 1996 and 1995.
Information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. The
accompanying interim financial statements should be read in
conjunction with the Partnerships' Annual Report on Form 10-K filed
for the year ended December 31, 1995. The results of operations for
the period ended March 31, 1996 are not necessarily indicative of the
results to be expected for the full year.
The Limited Partners' net income or loss per unit is based upon
each $100 initial capital contribution.
NET PROFITS AND ROYALTY INTERESTS IN OIL AND GAS PROPERTIES
-----------------------------------------------------------
The Partnerships follow the successful efforts method of
accounting for their net profits and royalty interests in oil and gas
properties ("oil and gas properties"). Under the successful efforts
method, the Partnerships capitalize all acquisition costs. Property
acquisition costs include costs incurred by the Partnerships or the
General Partner to acquire a net profits interest or other non-
operating interest in producing properties, including related title
insurance or examination costs, commissions, engineering, legal and
accounting fees, and similar costs directly related to the
acquisitions. The acquisition cost to the Partnerships of net profits
and royalty interests in properties acquired by the General Partner is
adjusted to reflect the net cash results of operations, including
interest incurred to finance the acquisition, for the period of time
the properties are held by the General Partner prior to their transfer
to the Partnerships. Impairment of net profits and royalty interests
in oil and gas properties is recognized based upon an individual
property assessment.
Depletion of the costs of net profits and royalty interests in
producing oil and gas properties is computed on the unit-of-production
method.
-8-
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<PAGE>
Effective October 1, 1995, the Partnerships adopted the
requirements of Statement of Financial Accounting Standards ("SFAS")
No. 121, "Accounting for the Impairment of Long Lived Assets and
Assets Held for Disposal. SFAS No. 121 provides that if the
unamortized costs of net profits and royalty interests in oil and gas
properties for each field exceed the expected undiscounted future cash
flows from such properties, the cost of the properties is written down
to fair value, which is determined by using the discounted future cash
flows from the properties. Under the Partnerships' prior impairment
policy if the unamortized costs of net profits and royalty interests
in oil and gas properties as a whole exceeded the estimated
undiscounted future net revenues of the properties, a valuation
allowance would be recorded for the excess amount. The risk that the
Partnerships will be required to record such impairment provisions in
the future increases when oil and gas prices are depressed.
2. TRANSACTIONS WITH RELATED PARTIES
---------------------------------
The Partnerships' Partnership Agreements provide for
reimbursement to the General Partner for all direct general and
administrative expenses and for the general and administrative
overhead applicable to the Partnerships based on an allocation of
actual costs incurred by the General Partner. During the three months
ended March 31, 1996 the following payments were made to the General
Partner or its affiliates by the Partnerships:
Direct General Administrative
Partnership and Administrative Overhead
----------- ------------------ --------------
P-7 $11,799 $49,659
P-8 7,236 30,570
An affiliated company is the operator of certain of the
Partnerships' properties and its policy is to bill the Partnerships
for all customary charges and cost reimbursements associated with its
activities, together with any compressor rental, consulting, or other
services provided.
The Partnerships receive Net Profits and Royalty Interests
distributions on a monthly basis from affiliated partnerships managed
by the General Partner or its affiliates. These distributions are
reflected as Revenue, "Net Profits and Royalty Interests in Oil and
Gas Sales", in the accompanying statements of operations. The Net
Profits and Royalty Interests Receivable represents amounts due from
these affiliated partnerships.
-9-
<PAGE>
<PAGE>
Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
GENERAL
-------
The Partnerships were formed for the purpose of acquiring net
profits interests and royalty interests in producing oil and gas
properties located in the continental United States. In general, each
Partnership acquired passive interests in producing properties and
does not directly engage in development drilling or enhanced recovery
projects. Therefore, the economic life of each Partnership is limited
to the period of time required to fully produce its acquired oil and
gas reserves. A net profits interest in oil and gas properties
entitles the Partnerships to a portion of the oil and gas sales less
operating and production expenses and development costs generated by
the owner of the working interest in the oil and gas properties. The
net proceeds from the oil and gas operations are distributed to the
Limited Partners and General Partner in accordance with the terms of
the Partnerships' Partnership Agreements.
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
The Partnerships began operations and investors were assigned
their rights as Limited Partners, having made capital contributions in
the amounts and on the dates set forth below:
Date of Limited Partners' Capital
Partnership Activation Contributions
----------- ----------------- ------------------------
P-7 February 28, 1992 $18,870,200
P-8 February 28, 1992 11,616,800
In general, the amount of funds available for acquisition of
producing properties was equal to the capital contributions of the
Unit Holders, less 15% for sales commissions and organization and
management fees. The Partnerships have fully invested their capital
contributions.
Net proceeds from operations less necessary operating capital are
distributed to Limited Partners on a quarterly basis. Revenues and
net proceeds of a Partnership are largely dependent upon the volumes
of oil and gas sold and the prices received for such oil and gas.
Over the last several years, the domestic energy industry and the
Partnerships have contended with volatile, but generally low, oil and
gas prices. Over the last few years, the oil and gas market appears
to have moved from periods of relative stability in supply and demand
to excess supply or weakened demand. These trends have led to the
volatility in pricing and demand noted over the past years. While the
General Partner cannot predict future pricing trends, it believes the
working capital available as of March 31, 1996 and the net revenue
generated from future operations will provide sufficient working
capital to meet current and future obligations of the Partnerships.
-10-
<PAGE>
<PAGE>
RESULTS OF OPERATIONS
---------------------
P-7 PARTNERSHIP
THREE MONTHS ENDED MARCH 31, 1996 AS COMPARED TO THE THREE MONTHS
ENDED MARCH 31, 1995.
Three months ended March 31,
----------------------------
1996 1995
---- ----
Net profits and royalty
interestsin oil and
gas sales $589,841 $416,123
Barrels produced 37,226 35,023
MCF produced 178,811 241,456
Average price/Bbl $ 18.29 $ 16.24
Average price/MCF $ 1.82 $ 1.34
Total net profits and royalty interests in oil and gas sales
increased 41.7% for the three months ended March 31, 1996 as compared
to the three months ended March 31, 1995. This increase was primarily
due to (i) increases in the average price of oil and natural gas sold,
(ii) an increase in volumes of oil sold, and (iii) a decrease in
operating expenses incurred by the owners of the working interests in
which the P-7 Partnership owned a net profits interest (the
Underlying Working Interests), partially offset by a decrease in
volumes of natural gas sold. Volumes of oil sold increased 2,203
barrels for the three months ended March 31, 1996 as compared to the
three months ended March 31, 1995. Volumes of natural gas sold
decreased 62,645 Mcf for the three months ended March 31, 1996 as
compared to the three months ended March 31, 1995. The decrease in
volumes of natural gas sold for the three months ended March 31, 1996
as compared to the three months ended March 31, 1995 was primarily due
to (i) upward prior period volume adjustments on a few wells during
1995, (ii) normal production declines on a few significant wells, and
(iii) one well having been shut-in due to blocked tubing. Average
natural gas prices increased to $1.82 per Mcf for the three months
ended March 31, 1996 from $1.34 per Mcf for the three months ended
March 31, 1995. Average oil prices increased to $18.29 per barrel for
the three months ended March 31, 1996 from $16.24 per barrel for the
three months ended March 31, 1995.
Depletion of net profits and royalty interests in oil and gas
properties decreased $219,158 for the three months ended March 31,
1996 as compared to the three months ended March 31, 1995 primarily
due to upward revisions of previous reserve estimates at December 31,
1995 and the decrease in equivalent units of production sold.
General and administrative expenses increased $1,723 for the
three months ended March 31, 1996 as compared to the three months
ended March 31, 1995 primarily due to increased professional fees. As
a percentage of net profits and royalty interests in oil and gas
sales, these expenses decreased to 10.4% for the three months ended
March 31, 1996 from 14.4% for the three months ended March 31, 1995.
This percentage decrease was primarily due to the increase in net
profits and royalty interests in oil and gas sales.
Cumulative cash distributions to the Limited Partners through
March 31, 1996 were $6,029,916 or 31.95% of Limited Partners' capital
contributions.
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<PAGE>
P-8 PARTNERSHIP
THREE MONTHS ENDED MARCH 31, 1996 AS COMPARED TO THE THREE MONTHS
ENDED MARCH 31, 1995.
Three months ended March 31,
----------------------------
1996 1995
---- ----
Net profits and royalty
interestsin oil and
gas sales $337,274 $300,905
Barrels produced 21,709 21,178
MCF produced 102,985 175,454
Average price/Bbl $ 18.26 $ 16.18
Average price/MCF $ 1.98 $ 1.38
Total net profits and royalty interests in oil and gas sales
increased 12.1% for the three months ended March 31, 1996 as compared
to the three months ended March 31, 1995. This increase was primarily
due to increases in the average price of oil and natural gas sold and
the volumes of oil sold, partially offset by a decrease in the volumes
of natural gas sold. Volumes of oil sold increased 531 barrels for
the three months ended March 31, 1996 as compared to the three months
ended March 31, 1995. Volumes of natural gas sold decreased 72,469
Mcf for the three months ended March 31, 1996 as compared to the three
months ended March 31, 1995. The decrease in volumes of natural gas
sold for the three months ended March 31, 1996 as compared to the
three months ended March 31, 1995 was primarily due to downward prior
period volume adjustments during the three months ended March 31, 1996
and normal production declines. Average natural gas prices increased
to $1.98 per Mcf for the three months ended March 31, 1996 from $1.38
per Mcf for the three months ended March 31, 1995. Average oil
prices increased to $18.26 per barrel for the three months ended March
31, 1996 from $16.18 per barrel for the three months ended March 31,
1995.
Depletion of net profits and royalty interests in oil and gas
properties decreased $250,047 for the three months ended March 31,
1996 as compared to the three months ended March 31, 1995 primarily
due to upward revisions of previous reserve estimates at December 31,
1995 and the decrease in the equivalent units of production sold.
General and administrative expenses increased $1,669 for the
three months ended March 31, 1996 as compared to the three months
ended March 31, 1995 primarily due to increased professional fees. As
a percentage of net profits and royalty interests in oil and gas
sales, these expenses decreased to 11.2% for the three months ended
March 31, 1996 from 12.0% for the three months ended March 31, 1995.
This percentage decrease was primarily due to the increase in net
profits and royalty interests in oil and gas sales.
Cumulative cash distributions to the Limited Partners through
March 31, 1996 were $3,651,583 or 31.43% of Limited Partners' capital
contributions.
-12-
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<PAGE>
PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On November 23 and 25, 1994, Geodyne Resources, Inc. ("Geodyne
Resources"), 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
Geodyne Resources is not a party) under the title In Re: PaineWebber
Limited Partnerships Litigation and was certified as a class action on
May 30, 1995 (the "PaineWebber Partnership Class Action"). A class
action notice was mailed on June 7, 1995 to all members of the class.
The PaineWebber Partnership Class Action also alleges violations of 18
U.S.C. Section 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
Geodyne Resources 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 PaineWebber Partnership Class Action no longer
asserts any claim directly against Geodyne Resources.
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 in the Partnerships ("Units") (Marion Wolfe 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 the investors
who purchased Units. The lawsuit has been consolidated with another
lawsuit pending 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, Geodyne Resources and the
Partnerships were dismissed without prejudice as defendants in the
Neidick matter. In addition, on June 7, 1995, the Neidick matter was
certified as a class action. A class action notice was mailed on June
7, 1995 to all Limited Partners who are members of the class.
PaineWebber has agreed to indemnify Geodyne Resources 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 Geodyne Resources or the Partnerships are
rejoined in the matter at a later time.
-13-
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<PAGE>
On January 18, 1996, PaineWebber issued a press release
indicating that it had reached an agreement to settle both the pending
PaineWebber Partnership Class Action matter referred to above and the
Neidick matter referred to above, along with a settlement with the SEC
and an agreement to settle with various state securities regulators.
The press release issued by PaineWebber indicates that the parties
have agreed to a class action settlement of $125 million and other
non-cash consideration; a SEC administrative order creating a capped
$40 million fund (the "Claims Fund"), which is to be distributed to
eligible limited partners 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.
The dollar amounts referred to in the press release apply to both the
Partnerships and other direct investment programs sold by PaineWebber.
As of the date of this Quarterly Report, PaineWebber has not informed
management of the Partnerships of the portion of such settlement that
would be applicable to the Partnerships. In any event, 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 both the dismissal and
the Indemnification Agreement, management does not believe that either
the Partnerships or Geodyne Resources will be required to pay any
damages or expenses in any of the matters set forth herein.
On April 17, 1996, PaineWebber mailed a Notice and Claim Form to
each limited partner who purchased Units in the Partnerships through
PaineWebber from January 1, 1986 to December 31, 1992. Limited
partners are not eligible to participate in the claims process if they
(i) previously reached a settlement with PaineWebber or (ii) had their
direct investment claim resolved by a court or in arbitration.
Participation in the claims process is optional, and does not prevent
a limited partner from pursuing any other remedy against PaineWebber
that may be available. Limited partners have until October 22, 1996
to complete the claim form and return it to the Claims Administrator.
The determination of whether a limited partner is entitled to a
recovery under the Claims Fund will be based on whether or not the
Claims Administrator determines that the limited partner's investment
in the Partnerships was suitable for him at the time of purchase. In
addition, if the limited partner has opted out of the class action and
has not already settled with PaineWebber or has had a claim resolved
by a court or in arbitration, the Claims Administrator will also
consider allegations that misrepresentations were made in connection
with the sale of the Units.
To the knowledge of the General Partner, neither the General
Partner nor the Partnerships or their properties are subject to any
litigation, the results of which would have a material effect on the
Partnerships' or the General Partner's financial condition or
operations.
-14-
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<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
27.1 Financial Data Schedule containing summary financial
information extracted from the P-7 Partnership's
financial statements as of March 31, 1996 and for the
three months ended March 31, 1996, filed herewith.
27.2 Financial Data Schedule containing summary financial
information extracted from the P-8 Partnership's
financial statements as of March 31, 1996 and for the
three months ended March 31, 1996, filed herewith.
All other Exhibits are omitted as inapplicable.
(b) Reports on Form 8-K:
1. A Current Report on Form 8-K dated January 18, 1996 was
filed with the Securities and Exchange Commission.
Items reported were:
Item 5. Other Events
Item 7. Exhibits
2. A Current Report on Form 8-K dated January 22, 1996 was
filed with the Securities and Exchange Commission.
Items reported were:
Item 5. Other Events
Item 7. Exhibits
-15-
<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, thereunto duly authorized.
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME
LIMITED PARTNERSHIP P-7
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME
LIMITED PARTNERSHIP P-8
(Registrant)
By: GEODYNE PROPERTIES, INC.
General Partner
Date: May 14, 1996 By: /s/Dennis R. Neill
--------------------------
(Signature)
Dennis R. Neill
Senior Vice President
and Director
Date: May 13, 1996 By: /s/Drew S. Phillips
--------------------------
(Signature)
Drew S. Phillips
Vice President - Controller
Principal Accounting Officer
-16-
<PAGE>
<PAGE>
INDEX TO EXHIBITS
-----------------
NUMBER DESCRIPTION
- - ------ -----------
27.1 Financial Data Schedule containing summary financial
information extracted from the Geodyne Institutional/Pension
Energy Income Limited Partnership P-7's financial statements
as of March 31, 1996 and for the three months ended March
31, 1996, filed herewith.
27.2 Financial Data Schedule containing summary financial
information extracted from the Geodyne Institutional/Pension
Energy Income Limited Partnership P-8's financial statements
as of March 31, 1996 and for the three months ended March
31, 1996, filed herewith.
All other Exhibits are omitted as inapplicable.
-16-
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000888240
<NAME> GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LTD PSHP P-7
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 309,200
<SECURITIES> 0
<RECEIVABLES> 409,543
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 718,743
<PP&E> 16,220,747
<DEPRECIATION> 8,089,845
<TOTAL-ASSETS> 8,849,645
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 8,849,645
<TOTAL-LIABILITY-AND-EQUITY> 8,849,645
<SALES> 589,841
<TOTAL-REVENUES> 596,531
<CGS> 0
<TOTAL-COSTS> 393,247
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 203,284
<INCOME-TAX> 0
<INCOME-CONTINUING> 203,284
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 203,284
<EPS-PRIMARY> 0.95
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000888239
<NAME> GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LTD PSHP P-8
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 173,550
<SECURITIES> 0
<RECEIVABLES> 185,940
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 359,490
<PP&E> 10,040,158
<DEPRECIATION> 5,261,654
<TOTAL-ASSETS> 5,137,994
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 5,137,994
<TOTAL-LIABILITY-AND-EQUITY> 5,137,994
<SALES> 337,274
<TOTAL-REVENUES> 341,173
<CGS> 0
<TOTAL-COSTS> 224,396
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 116,777
<INCOME-TAX> 0
<INCOME-CONTINUING> 116,777
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 116,777
<EPS-PRIMARY> 0.89
<EPS-DILUTED> 0
</TABLE>
