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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. 7)
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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 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]
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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
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(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
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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
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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
(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
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* Filed herewith.
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