8-K/A 1 amd8kp3-4.txt AMENDED 8-K (P3&4) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Current Report Pursuant to Section 13 or 15(d) of the Securities Act of 1934 Date of Report (Date of earliest event reported): December 13, 2006 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4 ---------------------------------------------------------------- (Exact name of Registrant as specified in its Charter) Oklahoma P-3: 0-18306 P-3: 73-1336573 P-4: 0-18308 P-4: 73-1341929 ---------------- ---------------- ------------------- (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) Two West Second Street, Tulsa, Oklahoma 74103 ---------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (918) 583-1791 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) -1- ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (B) Pro forma financial information. (1) Geodyne Institutional/Pension Energy Income Limited Partnership P-3 (a) Pro Forma Balance Sheet as of September 30, 2006. (b) Pro Forma Statement of Operations for the nine months ended September 30, 2006. (c) Pro Forma Statement of Operations for the year ended December 31, 2005. (d) Pro Forma Statement of Operations for the year ended December 31, 2004. (e) Pro Forma Statement of Operations for the year ended December 31, 2003. (2) Geodyne Institutional/Pension Energy Income Limited Partnership P-4 (a) Pro Forma Balance Sheet as of September 30, 2006. (b) Pro Forma Statement of Operations for the nine months ended September 30, 2006. (c) Pro Forma Statement of Operations for the year ended December 31, 2005. (d) Pro Forma Statement of Operations for the year ended December 31, 2004. (e) Pro Forma Statement of Operations for the year ended December 31, 2003. -2- UNAUDITED PRO FORMA FINANCIAL DATA ---------------------------------- The following unaudited pro forma balance sheet as of September 30, 2006, unaudited pro forma statements of operations for the nine months ended September 30, 2006, and the unaudited pro forma statements of operations for the years ended December 31, 2005, 2004 and 2003 give effect to the sale of producing properties at an auction in December 2006 as described in ITEM 2 to Form 8-K dated December 13, 2006 and filed December 29, 2006 and an October 2006 auction described in a previous 8-K filing. The unaudited pro forma balance sheet is presented as if the divestitures had occurred on September 30, 2006. The unaudited pro forma statements of operations are presented as if the divestitures had occurred on January 1, 2003. The unaudited pro forma financial data is based on assumptions and includes adjustments as explained in the notes to the unaudited pro forma financial statements. The actual recording of the transactions could differ. -3- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3 UNAUDITED PRO FORMA BALANCE SHEET SEPTEMBER 30, 2006 ASSETS

-4- GEODYNE INSTITIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3 UNAUDITED PRO FORMA BALANCE SHEET SEPTEMBER 30, 2006 PARTNERS' CAPITAL (DEFICIT)

-5- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3 UNAUDITED PRO FORMA STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006

-7- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3 UNAUDITED PRO FORMA STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2005

-9- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3 UNAUDITED PRO FORMA STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2004

-11- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3 UNAUDITED PRO FORMA STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2003

-13- NOTE 1 - BASIS OF PRESENTATION The Unaudited Pro Forma Balance Sheet as of September 30, 2006 is presented as if the divestitures had occurred on September 30, 2006. The Unaudited Pro Forma Statements of Operations for the years ended December 31, 2005, 2004 and 2003 and for the nine months ended September 30, 2006 are presented as if the divestitures had occurred on January 1, 2003. The Partnership follows the successful efforts method of accounting under which proceeds from the sale of oil and gas properties are accounted for as gains or losses net of their carrying costs and transaction expenses. The Pro Forma Statements of Operations for the years ended December 31, 2005, 2004 and 2003, and for the nine months ended September 30, 2006, do not reflect the estimated gain on the divestiture. Assuming the sales closed on September 30, 2006, an estimated non-recurring gain of $3,986,568 for the October auction and on estimated non-recurring gain of $524,468 for the December auction would have been recognized. NOTE 2 - PRO FORMA ADJUSTMENTS (a) Reflects net sales proceeds from the October auction of $4,141,359 for the P-3 Partnership and the reversal of the Net Profits Interests and the asset retirement obligations associated with the properties sold. (b) Reflects net sales proceeds from the December auction of $537,366 for the P-3 Partnership and the reversal of the Net Profits Interests and the asset retirement obligations associated with the properties sold. (c) Oil and gas sales, lease operating expenses, and production taxes are adjusted to reflect the reversal of revenues and expenses attributable to the sold properties. Depletion of Net Profits Interests is adjusted for the reductions in depletion of Net Profits Interests and asset retirement obligation accretion expenses attributable to the properties sold. These adjustments were not necessary in the Unaudited Pro Forma Statements of Operations for the nine months ended September 30, 2006 as the operating results of the sold properties were already reflected as discontinued operations. -14- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4 UNAUDITED PRO FORMA BALANCE SHEET SEPTEMBER 30, 2006 ASSETS Pro Forma Adjustments December Auction Historical (Note 2a) Pro Forma ---------- ----------- ----------- CURRENT ASSETS: Cash and cash equivalents $ 485,233 $240,230 $ 725,463 Accounts receivable: Net Profits 193,729 - 193,729 Assets held for sale 18,241 ( 7,624) 10,617 ---------- -------- ---------- Total current assets $ 697,203 $232,606 $ 929,809 NET PROFITS INTERESTS, net utilizing the successful efforts method 308,901 - 308,901 ---------- -------- ---------- $1,006,104 $232,606 $1,238,710 ========== ======== ========== -15- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4 UNAUDITED PRO FORMA BALANCE SHEET SEPTEMBER 30, 2006 PARTNERS' CAPITAL (DEFICIT) Pro Forma Adjustments December Historical Auction Pro Forma (Note 2a) ---------- ------------ ----------- PARTNERS' CAPITAL (DEFICIT): General Partner ($ 61,595) $ 23,261 ($ 38,334) Limited Partners, issued and outstanding, 126,306 units 1,067,699 209,345 1,277,044 ---------- -------- ---------- Total Partners' capital $1,006,104 $232,606 $1,238,710 ---------- -------- ---------- $1,006,104 $232,606 $1,238,710 ========== ======== ========== -16- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4 UNAUDITED PRO FORMA STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006 Pro Forma Adjustments December Historical Auction Pro Forma (Note 2b) ---------- ----------- ----------- REVENUES: Net Profits $1,226,162 $ - $1,226,162 Interest income 12,326 - 12,326 ---------- -------- ---------- $1,238,488 $ - $1,238,488 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 75,406 $ - $ 75,406 Impairment provision 2,591 - 2,591 General and administrative 129,951 - 129,951 ---------- -------- ---------- $ 207,948 $ - $ 207,948 ---------- -------- ---------- -17- INCOME FROM CONTINUING OPERATIONS $1,030,540 $ - $1,030,540 ========== ======== ========== GENERAL PARTNER - NET INCOME FROM CONTINUING OPERATIONS $ 108,841 $ - $ 108,841 ========== ======== ========== LIMITED PARTNERS - NET INCOME FROM CONTINUING OPERATIONS $ 921,699 $ - $ 921,699 ========== ======== ========== NET INCOME FROM CONTINUING OPERATIONS per Unit $ 7.30 $ - $ 7.30 ========== ======== ========== UNITS OUTSTANDING 126,306 126,306 126,306 ========== ======== ========== -18- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4 UNAUDITED PRO FORMA STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2005 Pro Forma Adjustments December Historical Auction Pro Forma (Note 2b) ---------- ----------- ---------- REVENUES: Net Profits $1,827,833 ($ 36,672) $1,791,161 Interest income 9,403 - 9,403 ---------- -------- ---------- $1,837,236 ($ 36,672) $1,800,564 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 83,298 ($ 1,854) $ 81,444 General and administrative 167,890 - 167,890 ---------- -------- ---------- $ 251,188 ($ 1,854) $ 249,334 ---------- -------- ---------- -19- INCOME FROM CONTINUING OPERATIONS $1,586,048 ($ 34,818) $1,551,230 ========== ======== ========== GENERAL PARTNER - NET INCOME FROM CONTINUING OPERATIONS $ 165,161 ($ 3,649) $ 161,512 ========== ======== ========== LIMITED PARTNERS - NET INCOME FROM CONTINUING OPERATIONS $1,420,887 ($ 31,169) $1,389,718 ========== ======== ========== NET INCOME FROM CONTINUING OPERATIONS per Unit $ 11.25 ($ 0.25) $ 11.00 ========== ======== ========== UNITS OUTSTANDING 126,306 126,306 126,306 ========== ======== ========== -20- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4 UNAUDITED PRO FORMA STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2004 Pro Forma Adjustments December Historical Auction Pro Forma (Note 2b) ---------- ----------- ---------- REVENUES: Net Profits $1,667,188 ($14,942) $1,652,246 Interest income 3,147 - 3,147 Gain on sale of Net Profits Interests 962 - 962 ---------- ------- ---------- $1,671,297 ($14,942) $1,656,355 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 78,779 ($ 1,256) $ 77,523 General and administrative 161,110 - 161,110 ---------- ------- ---------- $ 239,889 ($ 1,256) $ 238,633 ---------- ------- ---------- -21- INCOME FROM CONTINUING OPERATIONS $1,431,408 ($13,686) $1,417,722 ========== ======= ========== GENERAL PARTNER - NET INCOME FROM CONTINUING OPERATIONS $ 149,916 ($ 1,482) $ 148,434 ========== ======= ========== LIMITED PARTNERS - NET INCOME FROM CONTINUING OPERATIONS $1,281,492 ($12,204) $1,269,288 ========== ======= ========== NET INCOME FROM CONTINUING OPERATIONS PER UNIT $ 10.15 ($ 0.10) $ 10.05 ========== ======= ========== UNITS OUTSTANDING 126,306 126,306 126,306 ========== ======= ========== -22- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4 UNAUDITED PRO FORMA STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2003 Pro Forma Adjustments December Historical Auction Pro Forma (Note 2b) ---------- ----------- ---------- REVENUES: Net Profits $1,573,059 ($16,395) $1,556,664 Interest income 2,788 - 2,788 ---------- ------- ---------- $1,575,847 ($16,395) $1,559,452 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 92,194 ($ 1,916) $ 90,278 General and administrative 160,974 - 160,974 ---------- ------- ---------- $ 253,168 ($ 1,916) $ 251,252 ---------- ------- ---------- -23- INCOME FROM CONTINUING OPERATIONS $1,322,679 ($14,479) $1,308,200 ========== ======= ========== GENERAL PARTNER - NET INCOME FROM CONTINUING OPERATIONS $ 140,287 ($ 1,620) $ 138,667 ========== ======= ========== LIMITED PARTNERS - NET INCOME FROM CONTINUING OPERATIONS $1,182,392 ($12,859) $1,169,533 ========== ======= ========== NET INCOME FROM CONTINUING OPERATIONS PER UNIT $ 9.36 ($ 0.10) $ 9.26 ========== ======= ========== UNITS OUTSTANDING 126,306 126,306 126,306 ========== ======= ========== -24- NOTE 1 - BASIS OF PRESENTATION The Unaudited Pro Forma Balance Sheet as of September 30, 2006 is presented as if the divestiture had occurred on September 30, 2006. The Unaudited Pro Forma Statements of Operations for the years ended December 31, 2005, 2004 and 2003 and for the nine months ended September 30, 2006 are presented as if the divestiture had occurred on January 1, 2003. The Partnership follows the successful efforts method of accounting under which proceeds from the sale of oil and gas properties are accounted for as gains or losses net of their carrying costs and transaction expenses. The Pro Forma Statements of Operations for the years ended December 31, 2005, 2004 and 2003, and for the nine months ended September 30, 2006, do not reflect the estimated gain on the divestiture. Assuming the sale closed on September 30, 2006, an estimated non-recurring gain of $232,606 would have been recognized. NOTE 2 - PRO FORMA ADJUSTMENTS (a) Reflects net sales proceeds of $240,230 for the P-4 Partnership and the reversal of the Net Profits Interests and the asset retirement obligations associated with the properties sold. (b) Oil and gas sales, lease operating expenses, and production taxes are adjusted to reflect the reversal of revenues and expenses attributable to the sold properties. Depletion of Net Profits Interests is adjusted for the reductions in depletion of Net Profits Interests and asset retirement obligation accretion expenses attributable to the properties sold. These adjustments were not necessary in the Unaudited Pro Forma Statements of Operations for the nine months ended September 30, 2006 as the operating results of the sold properties were already reflected as discontinued operations. -25- 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-3 LIMITED PARTNERSHIP GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4 By: GEODYNE RESOURCES, INC. General Partner //s// Dennis R. Neill ----------------------------- Dennis R. Neill President DATE: February 5, 2007 -26-

GEODYNE INSTITUTIONAL PENSION ENERGY INC LTD PARTNERSHIP P-3 8-K/A