-----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, SiytLJO3191QGWcH2kjCIKrawiZwO+XkKC/7ku56VHPcoTGPWN+dOGoBMNbZEo3S KPSX8H/CJftvZhdaZYQOXg== 0000909518-07-000521.txt : 20070525 0000909518-07-000521.hdr.sgml : 20070525 20070525152932 ACCESSION NUMBER: 0000909518-07-000521 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070525 DATE AS OF CHANGE: 20070525 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: 07880540 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: 07880541 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 mm05-2507_toa5.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. 5) ---------------- 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** - ----------------------------------- ------------------------------------------ $48,021,118.60 $1,474.25 - ----------------------------------- ------------------------------------------ * Estimated for purposes of calculating the amount of the filing fee only. Calculated by multiplying $1.30, the per share tender offer price, by the sum of (i) the 38,010,258 outstanding shares of common stock, par value $0.001 per share, of PYR Energy Corporation as of April 10, 2007 (according to PYR Energy Corporation's Schedule 14D-9 filed on April 11, 2007 and the merger agreement attached as Exhibit (d)(1) to amendment no. 3 to Schedule TO filed on April 24, 2007) less the 3,689,200 shares owned by Samson Investment Company, (ii) 1,990,764 shares subject to option grants made under the PYR Energy Corporation's share-based compensation plans (according to the merger agreement attached as Exhibit (d)(1) to amendment no. 3 to Schedule TO filed on April 24, 2007), and (iii) 627,500 shares under warrants issued to third parties for services performed (according to the merger agreement attached as Exhibit (d)(1) to amendment no. 3 to Schedule TO filed on April 24, 2007). ** 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. [X] 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: $92.33 Filing Party: Samson Investment Company Form or Registration No.: SC TO-T/A Date Filed: April 24, 2007 Amount Previously Paid: $1,381.92 Filing Party: Samson Investment Company Form or Registration No.: SC TO-T Date Filed: March 28, 2007 [_] 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. 5 (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 and amended by Amendment No. 2 on April 11, 2007 and amended by Amendment No. 3 on April 24, 2007 and amended by Amendment No. 4 on April 30, 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"), for $1.30 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"). 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 4. TERMS OF THE TRANSACTION. Items 4 of the Schedule TO is hereby amended and supplemented as follows: Section 1, "Terms of the Offer; Expiration Date," of the Offer to Purchase is hereby amended and supplemented by the addition of the following: On May 25, 2007, Parent and Purchaser announced a subsequent offering period for all remaining Shares that have not been tendered, commencing as of 9:00 a.m., New York City time on May 25, 2007 and expiring on Monday, June 4, 2007 at 5:00 p.m., New York City time, unless extended. During the subsequent offering period, Purchaser will immediately accept for payment and promptly pay for validly tendered Shares as they are tendered. Stockholders who tender Shares during such period will be paid the same $1.30 per Share, net to the seller in cash (subject to applicable withholding taxes), without interest, paid during the initial offering period. The procedures for accepting the Offer and tendering Shares during the subsequent offering period are the same as those described for the Offer in the Offer to Purchase and the Supplement to the Offer to Purchase, except that (i) the guaranteed delivery procedures may not be used during the subsequent offering period and (ii) Shares tendered during the subsequent offering period may not be withdrawn. Purchaser may extend the subsequent offering period. If the subsequent offering period is extended, Purchaser will notify Wells Fargo Bank, N.A., the Depositary, and issue an announcement to that effect prior to 9:00 a.m., New York City time, on the next business day following the date the subsequent offering period was scheduled to expire. ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. Items 8 of the Schedule TO is hereby amended and supplemented as follows: Section 1, "Terms of the Offer; Expiration Date," of the Offer to Purchase is hereby amended and supplemented by the addition of the following: The Offer expired at midnight, New York City time, on Thursday, May 24, 2007, at which time a total of 25,096,856 Shares had been tendered and not withdrawn. Purchaser has accepted for payment in accordance with the terms of the Offer all Shares validly tendered and not withdrawn prior to the expiration of the Offer. ITEM 12. EXHIBITS. Item 12 of the Schedule TO is hereby amended and supplemented by the addition of Exhibit (a)(19) and, as so amended, is restated as follows: (a)(1) Offer to Purchase, dated March 28, 2007 (a)(2) Form of Letter of Transmittal 3 (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 (a)(13) Joint Press Release, dated April 23, 2007, announcing the entry into a definitive Merger Agreement and extension of the Offer (a)(14) Supplement dated April 30, 2007 to Offer to Purchase dated March 28, 2007 (a)(15) Form of Revised Letter of Transmittal (a)(16) Form of Revised Notice of Guaranteed Delivery (a)(17) Form of Revised Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (a)(18) Form of Revised Letter to Clients (a)(19) Press Release announcing Parent's successful tender offer for the Shares (d)(1) Agreement and Plan of Merger dated as of April 23, 2007 among Parent, Purchaser and the Company 4 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: May 25, 2007 5 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 (a)(13) Joint Press Release, dated April 23, 2007, announcing the entry into a definitive Merger Agreement and extension of the Offer (a)(14) Supplement dated April 30, 2007 to Offer to Purchase dated March 28, 2007 (a)(15) Form of Revised Letter of Transmittal (a)(16) Form of Revised Notice of Guaranteed Delivery (a)(17) Form of Revised Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (a)(18) Form of Revised Letter to Clients (a)(19) Press Release announcing Parent's successful tender offer for the Shares* (d)(1) Agreement and Plan of Merger dated as of April 23, 2007 among Parent, Purchaser and the Company - -------------------------- * Filed herewith. 6 EX-99 2 mm05-2507_toa5e99.txt EXHIBIT (a)(19) --------------- FOR IMMEDIATE RELEASE Contact: Dennis R. Neill Senior Vice President - Samson Investment Company Telephone (918) 591-1010 SAMSON COMPLETES SUCCESSFUL TENDER OFFER FOR PYR ENERGY SHARES SUBSEQUENT OFFERING PERIOD TO EXPIRE ON JUNE 4, 2007 Tulsa, Oklahoma, May 25, 2007 - Samson Investment Company ("Samson") today announced the successful completion of its tender offer for all of the outstanding shares of PYR Energy Corporation (AMEX:PYR) common stock for $1.30 per share in cash. The offer expired at midnight, New York City time, on Thursday, May 24, 2007, at which time a total of 25,096,856 shares of PYR common stock had been tendered and not withdrawn. Samson Acquisition Corp., a wholly owned Samson subsidiary ("Acquisition Corp."), has accepted all of the tendered shares for payment. Following purchase of the tender shares, Acquisition Corp. will own in excess of 75% of the outstanding PYR common stock. As of 9:00 a.m., New York City time, on May 25, 2007, Acquisition Corp. has commenced the subsequent offering period for all remaining PYR shares that have not yet been tendered. The purpose of the subsequent offering period is to enable PYR stockholders who did not tender during the initial offering period to participate in the offer and receive the $1.30 all-cash offer price on an expedited basis as opposed to waiting several months for consummation of the merger described below. Samson urges PYR stockholders to tender their shares during the subsequent offering period. Acquisition Corp. will immediately accept all shares validly tendered during the subsequent offering period as they are tendered and will pay for such shares promptly. The subsequent offering period will expire at 5:00 p.m., New York City time, on Monday, June 4, 2007, unless extended. Stockholders who tender their shares during the subsequent offering period will receive the same $1.30 all-cash per share consideration paid during the initial offering period. Procedures for tendering shares during the subsequent offering period are the same as during the initial offering period, except (i) shares cannot be delivered through the guaranteed delivery procedure and (ii) shares tendered during the subsequent offering period may not be withdrawn. As previously announced, PYR, Samson and Acquisition Corp. entered into a definitive merger agreement on April 23, 2007, under which Acquisition Corp. agreed to acquire all of the outstanding shares of PYR common stock for $1.30 per share in cash. The transaction was unanimously approved by the boards of directors of PYR, Samson and Acquisition Corp. Upon expiration of the subsequent offering period, Samson intends to complete the acquisition of PYR through a merger of Acquisition Corp. into PYR, in which all PYR shares not tendered into Samson's offer (other than shares held by Samson or any of its subsidiaries) will be converted into the right to receive $1.30 per share. ### Weil, Gotshal & Manges LLP and Hogan & Hartson LLP are acting as legal counsel to Samson. Innisfree M&A Incorporated is acting as information agent. Wells Fargo, N.A. is acting as depositary. 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. 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 THAT SAMSON DISTRIBUTES TO PYR'S STOCKHOLDERS AND FILES WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC"). PYR STOCKHOLDERS ARE URGED TO READ THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL, RELATED MATERIALS AND ANY OTHER DOCUMENTS RELATING TO THE TENDER OFFER 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). 2 -----END PRIVACY-ENHANCED MESSAGE-----