-----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, WmIcFfusq54ct9qMu5wkd6/tnT/jF7bfT7NpiKv/g8BkzhSPcFawNclVjWNXjVS2 ESb8czUNrBTyGJoYEuMCiQ== 0001000096-07-000148.txt : 20070412 0001000096-07-000148.hdr.sgml : 20070412 20070412151307 ACCESSION NUMBER: 0001000096-07-000148 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070412 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070412 DATE AS OF CHANGE: 20070412 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15511 FILM NUMBER: 07763488 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 8-K 1 pyr8k4122007.htm FORM 8-K (4-12-2007) AutoCoded Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 12, 2007 (April 11, 2007)

PYR Energy Corporation
(Exact name of registrant as specified in its charter)

           Maryland            001-15511                95-4580642  
(State or other jurisdiction   (Commission File Number)   (IRS Employer  
       of incorporation)               Identification No.)  


1675 Broadway, Suite 2450 Denver, Colorado 80202

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (303) 825-3748

Not Applicable
(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

[   ]  

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))



Item 7.01.    Regulation FD Disclosure.

On April 11, 2007, PYR Energy Corporation (the “Company”) issued a press release entitled “PYR Energy Corporation and Samson Investment Company make a joint statement regarding the tender offer dated March 28, 2007”, which is attached as Exhibit 99.1 hereto.

In accordance with General Instruction B.2 of Form 8-K, the information in Section 8.01 of this Current Report on Form 8-K shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. In addition, the information in Section 8.01 of this Current Report shall not be incorporated by reference into any filing of the Company, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 9.01.    Financial Statements and Exhibits.

(c)   Exhibits.

Exhibit No.       Description

99.1  

          Press Release issued April 11, 2007.


*****


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.

Date: April 12, 2007

 

PYR ENERGY CORPORATION


 

By:   /s/   Kenneth R. Berry, Jr.
Kenneth R. Berry, Jr.
Chief Executive Officer and President



EXHIBIT INDEX

Exhibit No.       Description

99.1  

          Press Release issued April 11, 2007.


EX-99.1 2 pyr8k4122007exh991.htm PRESS RELEASE AutoCoded Document

Exhibit 99.1
Press
Release

NEWS RELEASE

April 11, 2007

PYR Energy Corporation and Samson Investment Company make a joint statement regarding the tender offer dated March 28, 2007.

Denver & Tulsa – PYR Energy Corporation (AMEX:PYR) today announced Samson Acquisition Corp., a wholly owned subsidiary of Samson Investment Company (“Samson”), on March 28, 2007, filed a Schedule TO with the SEC and commenced an unsolicited tender offer for all of the outstanding shares of common stock of PYR Energy Corporation (“PYR” or the “Company”). Samson and the Board of Directors of PYR held discussions on April 9, 2007, which resulted in an agreement in principle for a revised offer to purchase all of the outstanding shares of the common stock of the Company by Samson Acquisition Corp. for $1.30 per share in cash, subject to certain conditions, including the negotiation and execution of a definitive merger agreement.

The tender offer is currently scheduled to expire at midnight, New York City time, on Tuesday, April 24, 2007, unless the offer is extended. Samson anticipates extending the tender offer expiration date in connection with the revised offer, the terms of which will be set forth in a definitive merger agreement between the parties.

Subject to the successful negotiation of a definitive merger agreement and the receipt of a fairness opinion from its financial advisor, the Board of Directors of PYR Energy Corporation will recommend that PYR Energy shareholders accept the revised offer by Samson Acquisition Corp.

Important Legal Information

This press release is for informational purposes only and is not an offer to purchase or the solicitation of an offer to sell any shares.

ANY OFFERS TO PURCHASE OR SOLICITATION OF OFFERS TO SELL PYR SHARES WILL BE MADE PURSUANT TO THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) ON MARCH 28, 2007. PYR STOCKHOLDERS ARE URGED TO READ SAMSON’S OFFER TO PURCHASE, LETTER OF TRANSMITTAL, RELATED MATERIALS AND ANY OTHER DOCUMENTS RELATING TO THE TENDER OFFER THAT ARE FILED WITH THE SEC IN THEIR ENTIRETY, BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE TENDER OFFER. PYR STOCKHOLDERS MAY OBTAIN FREE COPIES OF THESE DOCUMENTS AT THE SEC’S WEB SITE AT WWW.SEC.GOV, AT SAMSON’S WEBSITE AT WWW.SAMSON.COM OR BY CALLING INNISFREE M&A INCORPORATED, THE INFORMATION AGENT FOR THE OFFER, AT (888) 750-5834 (TOLL FREE FROM THE U.S. AND CANADA).

     Denver based PYR Energy is an independent oil and gas company primarily engaged in the exploration for and the development and production of natural gas and crude oil. At the current time, PYR’s activities are focused in select areas of the Rocky Mountain region, Texas and the Gulf Coast. Additional information about PYR Energy Corporation can be accessed via the Company’s web site at www.pyrenergy.com.

     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.

# # #

     This release and the Company’s website contain forward-looking statements regarding PYR Energy Corporation’s future plans and expected performance based on assumptions the Company believes to be reasonable. A number of risks and uncertainties could cause actual results to differ materially from these statements, including, without limitation, the success rate of exploration efforts and the timeliness of development activities, fluctuations in oil and gas prices, and other risk factors described from time to time in the Company’s reports filed with the SEC. In addition, the Company operates in an industry sector where securities values are highly volatile and may be influenced by economic and other factors beyond the Company’s control. This press release and the Company’s website include the opinions of PYR Energy and does not necessarily include the views of any other person or entity.

Contact:
PYR Energy Corporation
Kenneth R. Berry, Jr., President
1675 Broadway, Suite 2450
Denver, CO 80202
Phone:   (303) 825-3748

Samson Investment Company
Dennis R. Neill, Senior Vice President
Two West Second Street
Tulsa, OK 74103-3103
Telephone (918) 591-1010

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