SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------
SCHEDULE 13D
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
PYR ENERGY CORPORATION
-----------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE
-----------------------------------------------------------------
(Title of Class of Securities)
693677106
-----------------------------------------------------------------
(CUSIP Number)
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 Number of Person
Authorized to Receive Notices and Communications)
January 29, 2007
----------------------------------------------------------------
(Date of event which requires filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box.
----
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
(Continued on following pages)
Page 1
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 2
EXPLANATORY NOTES: This Amendment No. 1 to Schedule 13D (this "Amendment")
is being filed by Samson Investment Company ("Samson") identified in the
Schedule 13D filed on January 4, 2007 (the "Schedule 13D") with the Securities
and Exchange Commission (the "SEC") relating to the common stock, par value
$0.001 per share, of Pyr Energy Corporation (the "Issuer"). The Schedule 13D is
hereby amended and supplemented by Samson as set forth below in this Amendment.
Capitalized terms used but not defined in this Amendment shall have the meanings
given in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
The disclosure in Item 3 is hereby amended and restated in its entirety as
follows:
The aggregate amount of funds used by Samson to purchase the 3,689,200
shares of the Issuer's common stock beneficially owned by it (the "Shares") was
approximately $3.6 million, including commissions.
The funds used to purchase the Shares were obtained from Samson's working
capital. Any funds used to purchase the Issuer's common stock in the future will
also be obtained from Samson's working capital.
Item 4. Purpose of Transaction
The disclosure in Item 4 is hereby amended and restated in its entirety as
follows:
Samson's initial acquisitions of the Issuer's common stock were effected
for investment purposes. In connection with its most recent acquisition of
shares of the Issuer's common stock, however, Samson began evaluating whether to
make an offer to acquire the Issuer or a material portion of its oil and gas
properties. Samson has changed its investment intent and now proposes to acquire
all of the outstanding common stock of the Issuer. On January 29, 2007, Samson
sent a letter to the Issuer, a copy of which is incorporated by reference into
Item 4 and included as Exhibit A to this Amendment, pursuant to which Samson
notified the Issuer of its proposal to offer to purchase 100% of the outstanding
common stock of the Issuer at a cash price of $1.23 per share in accordance with
the terms of the letter. As stated above in Item 3, the full purchase price for
the shares of the Issuer's common stock will be funded from working capital and
no additional financing will be required.
Samson reserves the right to be in contact with members of the Issuer's
management, the members of the Issuer's board of directors, other significant
shareholders and others regarding alternatives that Issuer could employ to
maximize shareholder value. Samson may, and reserves the right to, acquire
additional shares of the Issuer's common stock at any time and from time to time
in the open market, in privately negotiated transactions or otherwise. In
addition, Samson may determine to dispose of all or any portion of the Shares at
any time or from time to time in the open market, in privately negotiated
transactions or otherwise. Further, Samson reserves the right to act in concert
with any other shareholders of the Issuer, or other persons, for a common
purpose should they determine to do so, and/or to recommend courses of action to
the Issuer's management, the Issuer's board of directors and the shareholders of
the Issuer.
Page 3
Except as referenced above, neither Samson, nor to the best knowledge of
Samson, any of the persons named on Schedule A of the Schedule 13D, has any
plans or proposals of the types referred to in clauses (b) through (j) of Item 4
of Schedule 13D.
Item 7. Material To Be Filed As Exhibits
Exhibit
Letter Exhibit Name
------- --------------------------------------------------------------------
A Letter to Mr. Kenneth R. Berry, Jr., Chief Executive Officer of the
Issuer, and the Board of Directors of the Issuer, dated as of
January 29, 2007.
Page 4
SIGNATURE
After reasonable 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.
Dated: January 29, 2007
SAMSON INVESTMENT COMPANY
By: //s// Jack A. Canon
---------------------------
Name: Jack A. Canon
Title: Senior Vice President-General Counsel
Page 5
EXHIBIT INDEX
Exhibit
Letter Exhibit Name
------- --------------------------------------------------------------------
A Letter to Mr. Kenneth R. Berry, Jr., Chief Executive Officer of the
Issuer, and the Board of Directors of the Issuer, dated as of
January 29, 2007.
Page 6