September 27, 1999
TO: All Geodyne I-A, I-B and I-C Limited Partners
RE: Partnership Termination Notice
Geodyne I-A, I-B and I-C Partnerships
Dear Limited Partner:
As previously described to you, the limited partnership agreements (the
"Agreements") for the Geodyne Energy Income I-A, I-B and I-C Limited
Partnerships (the "Partnerships") provide that each of the Partnerships will
automatically terminate and dissolve on December 31, 1999. The Agreements give
the General Partner an option to extend the term of the Partnerships for an
additional two year term, however the General Partner has elected not to extend
the Partnerships' terms. ACCORDINGLY, THE GENERAL PARTNER IS HEREBY REMINDING
YOU OF THE PARTNERSHIPS' AUTOMATIC TERMINATION ON DECEMBER 31, 1999.
The Partnerships will be terminated and liquidated pursuant to the terms
of the Agreements. In connection therewith, all of the Partnerships' oil and gas
properties will be sold at public auction. It is currently anticipated that all
of the properties will be sold during the first quarter of 2000 at an EBCO
Auction tentatively scheduled to be held in Oklahoma City, Oklahoma. Samson
Resources Company, an affiliate of the General Partner, may be a bidder on some
or all of the properties.
As noted in the Partnerships' 1999 Repurchase Offer Memorandum dated July
9, 1999, THE PARTNERSHIPS' REPURCHASE OFFER EXPIRES ON SEPTEMBER 30, 1999. If
you wish to avail yourself of the Repurchase Offer your completed Repurchase
Offer Form must be post-marked on or before September 30, 1999. LIMITED PARTNERS
SHOULD NOTE THAT IT IS POSSIBLE THAT THE FINAL LIQUIDATION/DISTRIBUTION PAYMENT
PAYABLE TO LIMITED PARTNERS WHO REMAIN A PARTNER OF THE PARTNERSHIPS THROUGH
DECEMBER 31, 1999 MAY BE HIGHER THAN THE PARTNERSHIP'S CURRENT REPURCHASE PRICE.
ON THE OTHER HAND, IT IS ALSO POSSIBLE THAT THE CURRENT REPURCHASE PRICE COULD
BE HIGHER THAN THE FINAL LIQUIDATION/DISTRIBUTION PAYMENT MADE TO LIMITED
PARTNERS OF RECORD ON DECEMBER 31, 1999.
Attached are (i) a schedule setting forth our currently anticipated
timetable for terminating and winding up the Partnerships and (ii) a summary of
the Partnerships' liquidation procedures. If you have any questions concerning
the Partnerships' termination or the attached schedule, please contact Geodyne
Investor Services at 000-000-0000 or 000-000-0000.
Very truly yours,
GEODYNE RESOURCES, INC.,
General Partner
Xxxxxx X. Xxxxx
President
TERMINATION SCHEDULE
GEODYNE I-A, I-B AND I-C PARTNERSHIPS
September 30, 1999 Repurchase Offer expires. All Repurchase Offer
Assignments must be post-marked by this date.
November 15, 1999 Third quarter 1999 cash distribution paid to
limited partners of record as of November 1, 1999.
December 31, 1999 Partnership terminated and dissolved. Certificate
of Cancellation filed with Oklahoma Secretary of
State becomes effective.
First Quarter 2000 Partnership's oil and gas properties sold at EBCO
Auction tentatively scheduled for Oklahoma City,
Oklahoma.
February 15, 2000 Fourth quarter 1999 cash distribution paid to
paid to limited partners of record as of December
31, 1999.
March 1, 2000 K-1 for year ended December 31, 1999 mailed to
Limited Partners.
March-April 2000 Proceeds from oil and gas property sales received.
All Partnership bills paid. Final Partnership
accounting/reconciliation of accounts completed.
June 20, 2000 Final Partnership liquidation check mailed to
Limited Partners of record as of December 31,
1999.
August 1, 2000 Final K-1 for year ended December 31, 2000 for
liquidated Partnership mailed to Limited Partners.
SUMMARY OF LIQUIDATION PROVISIONS
GEODYNE I-A, I-B AND I-C PARTNERSHIPS
The General Partner shall sell the Partnership's properties and, in
connection therewith, attempt to obtain the best price available for such
properties.
Pending such sales, the General Partner will continue to manage the
Partnership's properties.
Gain or loss realized on the sale of a dissolved Partnership's assets will
be credited to (in the case of gain) or charged against (in the case of loss)
each Partner's capital account to the extent allocable under the Partnership
Agreement. In settling the Partners' accounts upon dissolution, the assets of
the Partnership shall be paid out as follows:
(i) to third party creditors;
(ii) to the General Partner for any expenses of the Partnership
paid by or payable to it to the extent it is entitled to
reimbursement under the Partnership Agreement;
(iii) to all of the Limited Partners in the amount equivalent to the
amount of their positive capital account balances (as adjusted
pursuant to the Partnership Agreement) on the date of
distribution;
(iv) to the General Partner in the amount equivalent to the amount
of its positive capital account balance (as adjusted) on the
date of distribution(1); and
(v) the balance shall be paid to the Limited Partners and General
Partner in the same percentage interests as cash distributions
are payable under the Partnership Agreement.
-------------------------
(1) In the event that, following the final distribution, the General Partner has
a deficit balance in its capital account balance, it shall contribute cash to
the Partnership necessary to eliminate the deficit balance, which amount would
be distributed to the other Partners to the extent of their remaining positive
capital account balances.
