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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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. 3)
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PYR ENERGY CORPORATION
(Name of Subject Company (Issuer))
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SAMSON ACQUISITION CORP.
SAMSON INVESTMENT COMPANY
(Names of Filing Persons (Offerors))
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COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
693677106
(CUSIP Number of Class of Securities)
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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)
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CALCULATION OF FILING FEE*
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Transaction Valuation Amount of Filing Fee**
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$48,021,118.60 $1,474.25
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* 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 filed hereto as Exhibit (d)(1)) 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 filed hereto as Exhibit (d)(1)),
and (iii) 627,500 shares under warrants issued to third parties for services
performed (according to the merger agreement filed hereto as Exhibit
(d)(1)).
** 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: $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: [_]
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INTRODUCTION
This Amendment No. 3 (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 (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 $1.21 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.
On April 23, 2007, Parent, Purchaser the Company entered into a
definitive merger agreement pursuant to which Purchaser and Parent will amend
the tender offer to reflect the increase of its cash offer price to $1.30 per
share. Under the terms of the merger agreement, following completion of the
tender offer, the parties will complete a second-step merger pursuant to which
all remaining outstanding shares of PYR common stock will be cancelled and
converted into $1.30 cash per share, without interest. An amended Offer to
Purchase, amended Letter of Transmittal and other related documents will be
filed with the Securities and Exchange Commission (the "Commission") and
distributed to stockholders of the Company as soon as practicable. In addition,
pursuant to the merger agreement, the Company will file an amendment to its
Schedule 14D-9 to reflect the Company's board of directors determination that
the amended offer and the merger are in the best interests of the stockholders
and its recommendation that the stockholders accept the merger. The consummation
of the amended offer and the merger are subject to customary closing conditions.
The tender offer, which was scheduled to expire at midnight on April 24,
2007, is extended to midnight, New York City time, on Thursday, May 24, 2007,
unless further extended in accordance with the terms of the merger agreement.
The merger agreement and the joint press release announcing the entry
into the merger agreement and extension of the offer are being filed with the
Commission as exhibits to this Amendment. The foregoing description of the
merger agreement is qualified in its entirety by reference to the full text of
the merger agreement. The merger agreement should be read in its entirety for a
full description of its terms and conditions.
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended and supplemented by the
addition of Exhibit (a)(13) and (d)(1) 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
(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
(d)(1) Agreement and Plan of Merger dated as of April 23, 2007 among
Parent, Purchaser and the Company
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
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Name: Jack A. Canon
Title: Senior Vice President
SAMSON INVESTMENT COMPANY
By: /s/ Jack A. Canon
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Name: Jack A. Canon
Title: Senior Vice President,
General Counsel and Secretary
Dated: April 23, 2007
EXHIBIT INDEX
EXHIBIT NO. DOCUMENT
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(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
(d)(1) Agreement and Plan of Merger dated as of April 23, 2007 among
Parent, Purchaser and the Company*
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* Filed herewith.