-----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, PJEa3qfGf9AwhTexhNbOWgH/Onrs650UNl3N8Y22OLtktC49qakBmTjaF6dzCzVg au40ll4V6QaV563Qsnekkg== 0000909518-07-000309.txt : 20070405 0000909518-07-000309.hdr.sgml : 20070405 20070405171647 ACCESSION NUMBER: 0000909518-07-000309 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070405 DATE AS OF CHANGE: 20070405 GROUP MEMBERS: SAMSON ACQUISITION CORPORATION 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 TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51161 FILM NUMBER: 07752705 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 TO-T/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 TO-T/A 1 mm04-0507sctoa.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- SCHEDULE TO (RULE 14D-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) --------------- PYR ENERGY CORPORATION (Name of Subject Company (Issuer)) --------------- SAMSON ACQUISITION CORP. SAMSON INVESTMENT COMPANY (Names of Filing Persons (Offerors)) --------------- COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 693677106 (CUSIP Number of Class of Securities) --------------- 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 Numbers of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) --------------- CALCULATION OF FILING FEE* ================================================================================ Transaction Valuation Amount of Filing Fee** - -------------------------------------------------------------------------------- $45,013,600.83 $1,381.92 - -------------------------------------------------------------------------------- * Estimated for purposes of calculating the amount of the filing fee only. Calculated by multiplying $1.21, the per share tender offer price, by the sum of (i) the 37,993,259 outstanding shares of common stock, par value $0.001 per share, of PYR Energy Corporation as of January 11, 2007 (according to PYR Energy Corporation's Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2006) less the 3,689,200 shares owned by Samson Investment Company, (ii) 2,169,764 shares subject to option grants made under the PYR Energy Corporation's share-based compensation plans (according to PYR Energy Corporation's Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2006 and certain Form 4 filings made on January 23, 2007), and (iii) 727,500 shares under warrants issued to third parties for services performed (according to PYR Energy Corporation's Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2006). ** The amount of the filing fee, calculated in accordance with Regulation 240.0-11 of the Securities Exchange Act of 1934, as amended, is calculated by multiplying the transaction value by 0.0000307. [_] Check the box if any part of the fee is offset as provided by Rule 0-11(a) (2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid:________________ Filing Party:________________ Form or Registration No.:________________ Date Filed:________________ [_] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1. [_] issuer tender offer subject to Rule 13e-4. [_] going-private transaction subject to Rule 13e-3. [X] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [_] ================================================================================ INTRODUCTION This Amendment No. 1 (this "Amendment") amends and supplements the Tender Offer Statement on Schedule TO filed on March 28, 2007 (as so amended, the "Schedule TO") by Samson Acquisition Corporation ("Purchaser"), a Maryland corporation and wholly-owned subsidiary of Samson Investment Company, a Nevada corporation ("Parent"). The Schedule TO relates to the offer by Purchaser to purchase all outstanding shares of common stock, par value $0.001 per share, of PYR Energy Corporation, a Maryland corporation (the "Company"), net per share in cash (subject to applicable withholding taxes), without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 28, 2007 and in the related Letter of Transmittal which are annexed to and filed with the Schedule TO as Exhibits (a)(1) and (a)(2), respectively. This Amendment is being filed on behalf of Purchaser and Parent. Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Schedule TO. Item 12 of the Schedule TO is hereby amended and supplemented by the addition of Exhibit (a)(11) and, as so amended, is restated as follows: ITEM 12. EXHIBITS. (a)(1) Offer to Purchase, dated March 28, 2007 (a)(2) Form of Letter of Transmittal (a)(3) Form of Notice of Guaranteed Delivery (a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (a)(5) Form of Letter to Clients (a)(6) Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (a)(7) Summary Advertisement as published in The New York Times on March 28, 2007 (a)(8) Press Release announcing the commencement of the Offer issued by Parent on March 28, 2007 (a)(9) Press Release announcing Parent's intention to commence the Offer issued by Parent on March 20, 2007 (incorporated by reference to Schedule TO filed by Parent on March 20, 2007) (a)(10) Letter dated March 20, 2007 from Parent to the Chief Executive Officer and the Board of Directors of the Company (included in Exhibit (a)(9)) (a)(11) Press Release, dated April 5,2007, announcing less than expected drilling results on the Nome-Harder No. 1 Well 2 SIGNATURE After due 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. SAMSON ACQUISITION CORPORATION By: /s/ Jack A. Canon ----------------------------- Name: Jack A. Canon Title: Senior Vice President SAMSON INVESTMENT COMPANY By: /s/ Jack A. Canon ----------------------------- Name: Jack A. Canon Title: Senior Vice President, General Counsel and Secretary Dated: April 5, 2007 3 EXHIBIT INDEX EXHIBIT NO. DOCUMENT - ----------- -------- (a)(1) Offer to Purchase, dated March 28, 2007 (a)(2) Form of Letter of Transmittal (a)(3) Form of Notice of Guaranteed Delivery (a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (a)(5) Form of Letter to Clients (a)(6) Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (a)(7) Summary Advertisement as published in The New York Times on March 28, 2007 (a)(8) Press Release announcing the commencement of the Offer issued by Parent on March 28, 2007 (a)(9) Press Release announcing Parent's intention to commence the Offer issued by Parent on March 20, 2007 (incorporated by reference to Schedule TO filed by Parent on March 20, 2007) (a)(10) Letter dated March 20, 2007 from Parent to the Chief Executive Officer and the Board of Directors of the Company (included in Exhibit (a)(9)) (a)(11) Press Release, dated April 5,2007, announcing less than expected drilling results on the Nome-Harder No. 1 Well - ---------------------- * Filed herewith. EX-99 2 mm04-0507scto_ex99.txt EXHIBIT (a)(11) --------------- FOR IMMEDIATE RELEASE Contact: Dennis R. Neill Senior Vice President - Samson Investment Company Telephone (918) 591-1010 SAMSON ANNOUNCES LESS THAN EXPECTED DRILLING RESULTS ON THE NOME-HARDER NO. 1 WELL Samson Investment Company ("Samson"), today announced less than expected drilling results on the Nome-Harder No. 1 well, drilled and operated by its subsidiary, Samson Lone Star Limited Partnership, in Jefferson County, Texas. Samson had anticipated that drilling results for the Nome-Harder No. 1 well would be comparable to the results obtained on the nearby Nome-Long well also located in Jefferson County, Texas. However, after reaching total depth and being logged, the net pay attributable to the productive zone in the Nome-Harder No. 1 well, the Yegua 5, is less than originally predicted and substantially less than was found in the Nome-Long well. Samson's well log analysis has been confirmed by an independent third party consultant. Completion operations for the Nome-Harder No. 1 are in process. Samson recently commenced a tender offer to acquire all of the outstanding shares of PYR Energy Corporation. PYR owns an approximate 4.166667% working interest in the Nome-Harder No. 1 well. Samson is currently analyzing the impact of such disappointing results for the Nome-Harder No. 1 well on the $1.21 per share tender offer price. Samson Investment Company, headquartered in Tulsa, Oklahoma, is a large privately held corporation engaged in oil and gas exploration, acquisition and production operations in 18 states in the United States, Canada, and the North Sea. Samson's tender offer statement and related press releases can be found at www.samson.com when available. -----END PRIVACY-ENHANCED MESSAGE-----