-----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, G4ulFwcplI9rM2+QBHDMehwrMEHW9RPa4Ydjwrb4GpecClWATJGBk82FfMi/8Y+e Sr6ij069UosguBnN0NnneA== 0001050502-07-000108.txt : 20070403 0001050502-07-000108.hdr.sgml : 20070403 20070403170340 ACCESSION NUMBER: 0001050502-07-000108 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070402 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070403 DATE AS OF CHANGE: 20070403 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: 07745291 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 pyr8k4-2.txt 8-K 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 2, 2007 (April 2, 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 8.01 Other Events. On April 2, 2007, PYR Energy Corporation ("PYR") issued a press release stating that it will review and assess the unsolicited cash Tender Offer made by Samson Investment Company and Samson Acquisition Corp. (collectively, "Samson") to acquire all outstanding shares of PYR's common stock for $1.21 per share. In addition, with respect to PYR's Shareholders' Rights Plan, the Board of Directors has delayed the Distribution Date, which otherwise would have occurred on April 3, 2007 as a result of the announcement of Samson's intention to make the Tender Offer. If the Distribution Date occurs, PYR's existing stockholders, other than Samson and its affiliates, would be entitled to purchase additional shares of PYR common stock from PYR at a substantial discount. Delaying the Distribution Date will enable PYR to more fully evaluate the Tender Offer. The Distribution Date may still occur upon action by the Board of Directors. The Shareholder Rights Plan was filed with SEC as an exhibit to the PYR's Form 8-A on February 2, 2007. A copy of the press release is attached as Exhibit 99.1 and is incorporated into this current report by reference. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. Exhibit No. Description - ----------- ----------- 99.1 Press Release of PYR Energy dated April 2, 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 2, 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 of PYR Energy dated April 2, 2007 EX-99.1 2 pyr99-1.htm PRESS RELEASE AutoCoded Document

Exhibit 99.1

NEWS RELEASE

April 2, 2007

PYR ENERGY CORPORATION
TO REVIEW AND ASSESS UNSOLICITED TENDER OFFER
BY SAMSON INVESTMENT COMPANY

Denver, CO, April 2, 2007 – PYR Energy Corporation (AMEX: “PYR”) confirmed that on March 28, 2007, Samson Investment Company and Samson Acquisition Corp. commenced a cash Tender Offer for all of the outstanding shares of PYR Energy’s common stock for $1.21 per share. The Board of Directors is reviewing and assessing the Samson Tender Offer.

On or before April 11, 2007, the Company will file with the Securities and Exchange Commission a Solicitation/Recommendation Statement on Schedule 14D-9 stating whether it recommends acceptance or rejection of Samson’s unsolicited tender offer, expresses no opinion and remains neutral toward the tender offer or is unable to take a position with respect to the tender offer, and the reasons for its position. PYR Energy stockholders are urged to defer making a determination with respect to the Samson tender offer until they have been advised of the Board’s position with respect to the tender offer.

In addition, with respect to the Company’s Shareholders’ Rights Plan, the Board of Directors has delayed the Distribution Date, which otherwise would have occurred on April 3, 2007 as a result of the announcement of Samson’s intention to make the Tender Offer. If the Distribution Date occurs, the Company’s existing stockholders, other than Samson Investment Company and its affiliates, would be entitled to purchase additional shares of PYR common stock from PYR at a substantial discount. Delaying the Distribution Date will enable the Company to more fully evaluate the Tender Offer. The Distribution Date may still occur upon action by the Board of Directors. The Shareholder Rights Plan was filed with SEC as an exhibit to the Company’s Form 8-A on February 2, 2007.

Denver based PYR Energy is an independent oil and gas company primarily engaged in the exploration, 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.

###

Contact:
Ken Berry, President & CEO
1675 Broadway, Suite 2450
Denver, CO 80202
303.825.3748
Fax: 303.825.3768

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