-----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, I3XsMtvchoLmHevJ3FDbVVDrldb4Yn9GgxB1c3weHokl2H+bUDxUL292awoUeg9U Oe+YurE2/Gej5KBxGml1FA== 0000909518-07-000590.txt : 20070613 0000909518-07-000590.hdr.sgml : 20070613 20070613163515 ACCESSION NUMBER: 0000909518-07-000590 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070613 DATE AS OF CHANGE: 20070613 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 TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51161 FILM NUMBER: 07917794 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51161 FILM NUMBER: 07917799 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 mm06-1307_toa7.txt AMEND. NO.7 ================================================================================ 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. 7) ------------------- 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: [X] 2 INTRODUCTION This Amendment No. 7 (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 and amended by Amendment No. 5 on May 25, 2007 and amended by Amendment No. 6 on June 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"), 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 11. ADDITIONAL INFORMATION. At 5:00 p.m., New York City Time, on June 12, 2007, the subsequent offering period expired without extension. Including those shares tendered in the initial offering period, 31,372,865 shares of Company common stock were tendered into the Offer, which, when added to the shares of Company commons tock previously owned by Purchaser, represent approximately 92 percent of the Company's outstanding common stock. All tendered shares were accepted for payment. Parent and Purchaser also announced that the second step merger is expected to be completed as promptly as practicable. Each remaining outstanding share of Company common stock not tendered into the Offer (other than shares held by Parent or Purchaser) will be converted into the right to receive $1.30 per share in cash, without interest. Following the consummation of the Merger, the Company will continue as the surviving corporation and a wholly-owned subsidiary of Parent. The press release issued by Parent announcing the expiration of the offer is attached hereto as Exhibit (a)(21). ITEM 12. EXHIBITS. Item 12 of the Schedule TO is hereby amended and supplemented by the addition of Exhibit (a)(21) and, as so amended, is restated as follows: (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 3 (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 (a)(20) Press Release, dated June 4, 2007, announcing Parent's extension of the expiration date for the subsequent offering period (a)(21) Press Release, dated June 13, 2007, announcing Parent's expiration of the subsequent offering period (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: June 13, 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 (a)(20) Press Release, dated June 4, 2007, announcing Parent's extension of the expiration date for the subsequent offering period (a)(21) Press Release, dated June 13, 2007, announcing Parent's expiration of the subsequent offering period * (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 mm06-1307_toa7ea21.txt PRESS RELEASE EXHIBIT (a)(21) --------------- FOR IMMEDIATE RELEASE Contact: Dennis R. Neill Senior Vice President - Samson Investment Company Telephone (918) 591-1010 SAMSON RECEIVES OVER 90% OF PYR ENERGY SHARES IN SUBSEQUENT OFFERING PERIOD Tulsa, Oklahoma, June 13, 2007 - Samson Investment Company ("Samson") today announced the completion of the subsequent offering period of its tender offer to acquire all of the outstanding shares of PYR Energy Corporation (AMEX:PYR) common stock for $1.30 per share in cash. According to the depositary, as of 5:00 p.m. New York City Time on June 12, 2007 and including those shares tendered in the initial offering period, 31,372,865 shares of PYR common stock were tendered into the offer, which, when added to the shares previously owned by Samson, represent approximately 92 percent of PYR's outstanding common stock. All PYR shares validly tendered during the subsequent offering period have been accepted for payment. Samson intends to promptly complete the acquisition of the remaining shares of PYR through a merger of Samson's subsidiary, Samson Acquisition Corp. ("Samson Acquisition"), into PYR, in which all PYR shares not tendered into Samson's initial tender offer or during the subsequent offering period (other than shares held by Samson or Samson Acquisition) will be converted into the right to receive $1.30 per share. Following the merger, PYR will be a wholly owned subsidiary of Samson. Under applicable law, the merger is not subject to the approval of the remaining PYR stockholders. As previously announced, PYR, Samson and Samson Acquisition entered into a definitive merger agreement on April 23, 2007, under which Samson Acquisition 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 Samson Acquisition. ### 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). -----END PRIVACY-ENHANCED MESSAGE-----