-----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, R5+nieB5si7BaU2QTWGP1tO3cUu1UxVlBpPDCaYuecvl01D5tTJOQJELW5mcYqcx PzggrCiarJ62NO4GfJKsZw== 0000888239-07-000006.txt : 20070116 0000888239-07-000006.hdr.sgml : 20070115 20070116160537 ACCESSION NUMBER: 0000888239-07-000006 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070116 DATE AS OF CHANGE: 20070116 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-51161 FILM NUMBER: 07532145 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 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 1 sched13d.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 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 (Name, address and telephone number of person authorized to receive notices and communications) With a copy to: R. Scott Cohen Weil, Gotshal & Manges LLP 200 Crescent Court, Suite 300 Dallas, TX 75201 January 4, 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. * 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). -1- CUSIP No. 693677106 13D Page 2 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Samson Investment Company 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X --- --- 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ----- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Nevada NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 3,689,200 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER 3,689,200 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,689,200 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ---- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 9.7% (1) 14 TYPE OF REPORTING PERSON CO - ------------ (1) Based on 37,993,259 shares of Pyr Energy Corporation common stock outstanding as of November 15, 2006, as reported in its Annual Report on Form 10-KSB filed with the Securities and Exchange Commission on November 22, 2006. -2- Item 1. Security and Issuer The class of equity securities to which this statement on Schedule 13D relates is the common stock, par value $0.001 per share, of Pyr Energy Corporation, a Maryland corporation (the "Issuer"). The principal executive offices of the Issuer are located at 1675 Broadway, Suite 2450, Denver, Colorado 80202. Item 2. Identity and Background (a) - (c) This Statement is being filed by Samson Investment Company ("Samson"), a Nevada corporation with its principal place of business and principal office located at Two West Second Street, Tulsa, Oklahoma 74103. Samson is a holding company which, among other things, engages in the exploration and development of oil and gas through its wholly owned subsidiary, Samson Resources Company, an Oklahoma corporation. Stacy Schusterman, as trustee of various family trusts, holds voting and investment power over 100% of the issued and outstanding capital stock of Samson. The name, business address and present principal occupation or employment of each executive officer and director of Samson are set forth on Schedule A hereto and incorporated herein by reference. (d) During the last five years, neither Samson nor, to the best knowledge of Samson, any person named on Schedule A has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, neither Samson nor, to the best knowledge of Samson, any person named on Schedule A was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) The citizenship of each executive officer and director of Samson is set forth on Schedule A. Item 3. Source and Amount of Funds or Other Consideration The aggregate amount of funds used by Samson to purchase the 3,689,200 shares of Issuer common stock beneficially owned by it (the "Shares") was approximately $3.6 million, including commissions. -3- The funds used to purchase the Shares were obtained from Samson's working capital. Item 4. Purpose of Transaction Samson's initial acquisitions of shares of Issuer common stock were effected for investment purposes. In connection with its most recent acquisition of shares of Issuer 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. That evaluation is ongoing and no final determination has been made at this time. Samson may, and reserves the right to, acquire additional shares of Issuer 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. Except as referenced above, neither Samson, nor to the best knowledge of Samson, any of the persons named on Schedule A hereto, has any plans or proposals of the types referred to in clauses (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of Issuer (a) As of the close of business on January 15, 2007, Samson beneficially owned an aggregate of 3,689,200 shares of Issuer common stock, representing 9.7% of the outstanding shares of Issuer common stock (based on 37,993,259 shares of Issuer common stock outstanding as of November 15, 2006, as reported in Pyr Energy Corporation's Annual Report on Form 10-KSB filed with the Securities and Exchange Commission on November 22, 2006). All of such shares are held through Eason Drilling & Services Company, a Delaware corporation and wholly owned subsidiary of Samson. (b) Samson has the sole power to vote, direct the voting of, dispose of and direct the disposition of the Shares. (c) The transactions in the shares of Issuer common stock by Samson during the past 60 days are set forth on Schedule B hereto and incorporated herein by reference. -4- (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Neither Samson nor, to the best knowledge of Samson, any of the persons named on Schedule A hereto has any contract, arrangement, understanding or relationship with any person with respect to any securities of the Issuer. Item 7. Material To Be Filed As Exhibits Not applicable. -5- 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 16, 2007 SAMSON INVESTMENT COMPANY By: //s// Jack A. Canon --------------------------- Name: Jack A. Canon Title: Senior Vice President- General Counsel -6- EX-99.1 2 scheda.txt LIST OF EXECUTIVE OFFICERS AND DIRECTORS SCHEDULE A Set forth below is a list of the executive officers and directors of Samson, setting forth the present principal occupation or employment of each such person. The present business address of each such person is Two West Second Street, Tulsa, Oklahoma 74103. Each of such persons is a United States citizen. NAME PRESENT PRINCIPAL OCCUPATION - ------------------- -------------------------------------------- Executive Officers: - ------------------- Stacy Schusterman Chief Executive Officer C. Philip Tholen Executive Vice President Jack A. Canon Senior Vice President-General Counsel and Secretary Dennis R. Neill Senior Vice President-Technology and Administrative Services David Bradford Senior Vice President-Business Development Drew S. Phillips Vice President-Tax Accounting Ron Gober Vice President-Production Marketing Craig Loseke Vice President-Financial Accounting and Operation Reporting Darrell Mayfield Vice President-Human Resources Jeremy Rabinowitz Treasurer Directors: Stacy Schusterman, Chairman - ---------- C. Philip Tholen Sam D. Parker David Adams EX-99.2 3 schedb.txt LIST OF TRANSACTIONS SCHEDULE B Set forth below is a list of transactions in the Issuer's common stock by Samson during the last 60 days. Weighted Quantity Average Type of Date of of Shares Price Per Transaction Transaction Purchased Share - ----------- ----------- --------- --------- Purchase 11/30/2006 500 $1.00 Purchase 11/30/2006 4,500 1.00 Purchase 11/30/2006 5,000 1.00 Purchase 1/4/2007 1,600 0.88 Purchase 1/4/2007 5,300 0.89 Purchase 1/4/2007 9,200 0.90 Purchase 1/4/2007 1,778,300 0.95 -----END PRIVACY-ENHANCED MESSAGE-----