-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WIv4kGFhOjoy+4fwMajlYvBaiojTkcqEdLqpE2h67C9dpwQyz8dT62pzuAc/L5B6 UnqoOGSbOVSqsXZ7Abvh7g== 0000888239-07-000022.txt : 20070129 0000888239-07-000022.hdr.sgml : 20070129 20070129131952 ACCESSION NUMBER: 0000888239-07-000022 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070129 DATE AS OF CHANGE: 20070129 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PYR ENERGY CORP CENTRAL INDEX KEY: 0001016289 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 954580642 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51161 FILM NUMBER: 07559959 BUSINESS ADDRESS: STREET 1: 1675 BROADWAY STREET 2: STE 2450 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3038253748 MAIL ADDRESS: STREET 1: 1675 BROADWAY STREET 2: SUITE 2450 CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: MAR VENTURES INC DATE OF NAME CHANGE: 19960606 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Samson Investment CO CENTRAL INDEX KEY: 0001385912 IRS NUMBER: 731281091 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: TWO WEST SECOND STREET CITY: TULSA STATE: OK ZIP: 74103 BUSINESS PHONE: 918-583-1791 MAIL ADDRESS: STREET 1: TWO WEST SECOND STREET CITY: TULSA STATE: OK ZIP: 74103 SC 13D/A 1 sch13da1.txt AMENDMENT 1 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------- SCHEDULE 13D (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 1)* PYR ENERGY CORPORATION ----------------------------------------------------------------- (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE ----------------------------------------------------------------- (Title of Class of Securities) 693677106 ----------------------------------------------------------------- (CUSIP Number) Annabel M. Jones Assistant General Counsel - Corporate Affairs Samson Investment Company Two West Second Street Tulsa, Oklahoma 74103 (918) 591-1006 With a copy to: R. Scott Cohen Weil, Gotshal & Manges LLP 200 Crescent Court, Suite 300 Dallas, TX 75201 --------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 29, 2007 ---------------------------------------------------------------- (Date of event which requires filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ---- Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 for other parties to whom copies are to be sent. (Continued on following pages) Page 1 * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 2 EXPLANATORY NOTES: This Amendment No. 1 to Schedule 13D (this "Amendment") is being filed by Samson Investment Company ("Samson") identified in the Schedule 13D filed on January 4, 2007 (the "Schedule 13D") with the Securities and Exchange Commission (the "SEC") relating to the common stock, par value $0.001 per share, of Pyr Energy Corporation (the "Issuer"). The Schedule 13D is hereby amended and supplemented by Samson as set forth below in this Amendment. Capitalized terms used but not defined in this Amendment shall have the meanings given in the Schedule 13D. Item 3. Source and Amount of Funds or Other Consideration The disclosure in Item 3 is hereby amended and restated in its entirety as follows: The aggregate amount of funds used by Samson to purchase the 3,689,200 shares of the Issuer's common stock beneficially owned by it (the "Shares") was approximately $3.6 million, including commissions. The funds used to purchase the Shares were obtained from Samson's working capital. Any funds used to purchase the Issuer's common stock in the future will also be obtained from Samson's working capital. Item 4. Purpose of Transaction The disclosure in Item 4 is hereby amended and restated in its entirety as follows: Samson's initial acquisitions of the Issuer's common stock were effected for investment purposes. In connection with its most recent acquisition of shares of the Issuer's common stock, however, Samson began evaluating whether to make an offer to acquire the Issuer or a material portion of its oil and gas properties. Samson has changed its investment intent and now proposes to acquire all of the outstanding common stock of the Issuer. On January 29, 2007, Samson sent a letter to the Issuer, a copy of which is incorporated by reference into Item 4 and included as Exhibit A to this Amendment, pursuant to which Samson notified the Issuer of its proposal to offer to purchase 100% of the outstanding common stock of the Issuer at a cash price of $1.23 per share in accordance with the terms of the letter. As stated above in Item 3, the full purchase price for the shares of the Issuer's common stock will be funded from working capital and no additional financing will be required. Samson reserves the right to be in contact with members of the Issuer's management, the members of the Issuer's board of directors, other significant shareholders and others regarding alternatives that Issuer could employ to maximize shareholder value. Samson may, and reserves the right to, acquire additional shares of the Issuer's common stock at any time and from time to time in the open market, in privately negotiated transactions or otherwise. In addition, Samson may determine to dispose of all or any portion of the Shares at any time or from time to time in the open market, in privately negotiated transactions or otherwise. Further, Samson reserves the right to act in concert with any other shareholders of the Issuer, or other persons, for a common purpose should they determine to do so, and/or to recommend courses of action to the Issuer's management, the Issuer's board of directors and the shareholders of the Issuer. Page 3 Except as referenced above, neither Samson, nor to the best knowledge of Samson, any of the persons named on Schedule A of the Schedule 13D, has any plans or proposals of the types referred to in clauses (b) through (j) of Item 4 of Schedule 13D. Item 7. Material To Be Filed As Exhibits Exhibit Letter Exhibit Name - ------- -------------------------------------------------------------------- A Letter to Mr. Kenneth R. Berry, Jr., Chief Executive Officer of the Issuer, and the Board of Directors of the Issuer, dated as of January 29, 2007. Page 4 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: January 29, 2007 SAMSON INVESTMENT COMPANY By: //s// Jack A. Canon --------------------------- Name: Jack A. Canon Title: Senior Vice President-General Counsel Page 5 EXHIBIT INDEX Exhibit Letter Exhibit Name - ------- -------------------------------------------------------------------- A Letter to Mr. Kenneth R. Berry, Jr., Chief Executive Officer of the Issuer, and the Board of Directors of the Issuer, dated as of January 29, 2007. Page 6 EX-99.1 2 exh-a.txt LETTER Samson Samson Plaza Two West Second Street Tulsa, OK 74103-3103 USA 918-591-1791 January 29, 2007 VIA FACSIMILE (303.825.3768) Mr. Kenneth R. Berry, Jr. Chief Executive Officer 1675 Broadway, Suite 2450 Denver, CO 80202 Board of Directors Pyr Energy Corporation 1675 Broadway, Suite 2450 Denver, CO 80202 Gentlemen: Samson Investment Company ("Samson") proposes to acquire 100% of the outstanding common stock of Pyr Energy Corporation ("PYR") at a cash price of $1.23 per share. This price represents an approximate 30% premium over Friday's $0.94 per share closing price. The full purchase price will be funded from our cash already on hand; no financing is required. We request a response to this proposal by no later than 4:00 p.m. Central Time on February 1, 2007. Samson has made repeated attempts to contact PYR's Chairman of the Board to discuss Samson's interest in acquiring PYR. However, since our calls have not been returned, we are submitting this offer letter for your consideration. Samson's offer values the upside of being able to fully, effectively and efficiently develop PYR's assets, which upside, even if realized under PYR's existing management, will be completely eroded by the current level of overhead being incurred by PYR. We believe that PYR's stockholders will find our $1.23 offer to be attractive and will seize the opportunity to maximize the value of their investment at a substantial premium to PYR's current share price. We are confident that we can quickly finalize an acquisition agreement and are prepared to proceed without delay. As you are aware, PYR and Samson's subsidiary, Samson Lone Star Limited Partnership (also generally referred to herein as "Samson"), have common ownership in certain oil and gas minerals, leasehold and related properties. By reason of this common ownership, and seeing first hand how PYR has failed to pursue or discuss reasonable business options, it is obvious to Samson that PYR's management does not have a business plan in place to optimize the value of PYR's assets. Nor does PYR have employees capable to effectuate any such plan. This inability or refusal to maximize shareholder value is further Mr. Kenneth R. Berry, Jr. Board of Directors Page Two January 29, 2007 called into question by PYR's recent actions of awarding its officers additional stock options immediately after Samson's ownership in PYR was publicly announced. We look forward to meeting with you to discuss this proposal at your earliest convenience. I can be contacted at (918) 625-3113 to discuss this proposal and to schedule a meeting, or you can email me at ptholen@samson.com. We trust that you will respond promptly and positively to our proposal. Very truly yours, SAMSON INVESTMENT COMPANY //s// C. Philip Tholen C. Philip Tholen Executive Vice President -----END PRIVACY-ENHANCED MESSAGE-----