-----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, OR6EF5p6Jn/8yLRRH+1nWlNCEB4BgX2g8SjhCHGdXZP4uzl589fuMV6i58N9MRVw xiPfUgL8YjnEmyUCgRQtWA== 0000909518-07-000324.txt : 20070411 0000909518-07-000324.hdr.sgml : 20070411 20070411165758 ACCESSION NUMBER: 0000909518-07-000324 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070411 DATE AS OF CHANGE: 20070411 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51161 FILM NUMBER: 07761701 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 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: 07761702 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 mv4-11_toa2.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. 2) ------------------ 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. Amount previously paid. [ ] 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. 2 (this "Amendment") amends and supplements the Tender Offer Statement on Schedule TO filed on March 28, 2007 and amended by Amendment No. 1 filed April 5, 2007 (as so amended, the "Schedule TO") by Samson Acquisition Corp. ("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, as amended (the "Offer to Purchase"), 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 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS Item 5 of the Schedule TO is hereby amended and supplemented as follows: Section 10, "Background of the Offer; Contacts with the Company," of the Offer to Purchase is amended and supplemented as follows: On March 31, 2007, Samson, the Company and their respective legal counsel met at JAMS offices in Dallas, Texas for a court ordered mediation of the lawsuit filed by the Company on July 29, 2005 in the U.S. District Court for the Eastern District of Texas, Beaumont Division, against Lone Star and Samson Resources Company. In attendance at the mediation on behalf of Samson were Mr. Tholen, Mr. Viles, Mr. Daniel and Ms. Annabel Jones, internal Samson counsel, Mr. Richard Watt, outside litigation counsel to Samson, and Mr. Scott Cohen, outside corporate counsel to Samson, and on behalf of the Company were Mr. Berry, Mr. Dennis M. Swenson, a Company director, and Mr. Robert Thibault and Mr. Jesse R. Pierce, counsel to the Company. At the mediation, Samson renewed its offer to the Company, which was first made at the February 21, 2007 meeting, to purchase the Company's Jefferson County, Texas properties for aggregate consideration consisting of $21 million in cash, plus the 3,689,200 shares of Company common stock owned by Samson. The Company declined the offer. On April 6, 2007, Mr. Viles received a telephone call from Mr. Montano, of C.K. Cooper, to notify Samson that the Company's board of directors would like to meet with Samson to discuss an agreed upon transaction with Samson. On April 7 and April 8, 2007, Mr. Montano and Mr. Tholen spoke by telephone several times to discuss arrangements for the meeting between Samson and the Company on April 9, 2007. On April 9, 2007, Samson and the Company met at the offices of C.K. Cooper in Irvine, California. Participating in the meeting on behalf of Samson were Mr. Tholen, Mr. Viles, Mr. Koenig and Mr. Joe Lytle, Samson's senior geologist, and on behalf of the Company were Mr. Kilpatrick, Mr. Rhodes and Mr. Swenson, Mr. Berry and Mr. Montano. At this meeting, Samson and the Company reached an agreement in principle pursuant to which Samson would make a revised tender offer for all of the outstanding shares of Company common stock at a purchase price of $1.30 per share in cash, subject to certain conditions, including the negotiation and execution of a definitive merger agreement. On April 11, 2007, Samson and the Company issued a joint press release announcing the agreement in principle. ITEM 12. EXHIBITS. Item 12 of the Schedule TO is hereby amended and supplemented by the addition of Exhibit (a)(12) and, as so amended, is restated as follows: 2 (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 (a)(12) Joint Press Release, dated April 11, 2007, announcing the agreement in principle between the Company and Purchaser related to the revised Offer 3 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 CORP. 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 11, 2007 4 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 (a)(12) Joint Press Release, dated April 11, 2007, announcing the agreement in principle between the Company and Purchaser related to the revised Offer * - ------------------------- * Filed herewith. 5 EX-99 2 mv4-11ex_a12.txt Exhibit (a)(12) PYR - -------------------------------------------------------------------------------- ENERGY CORPORATION 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 2 -----END PRIVACY-ENHANCED MESSAGE-----