UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
PYR ENERGY CORPORATION
--------------------------------------------------------------------------------
(Name of Subject Company)
PYR ENERGY CORPORATION
--------------------------------------------------------------------------------
(Names of Persons Filing Statement)
COMMON STOCK, $0.001 PAR VALUE PER SHARE
--------------------------------------------------------------------------------
(Title of Class of Securities)
693677106
--------------------------------------------------------------------------------
(CUSIP Number of Class of Securities)
C. PHILIP THOLEN
PYR ENERGY CORPORATION
1675 BROADWAY, SUITE 2450
DENVER, COLORADO 80202
(303) 825-3748
--------------------------------------------------------------------------------
(Name, address and telephone numbers of person authorized to receive notices and
communications on behalf of the persons filing statement)
Copies to:
R. SCOTT COHEN
WEIL, GOTSHAL & MANGES LLP
200 CRESCENT COURT, SUITE 300
DALLAS, TX 75201
[_] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
PURPOSE OF AMENDMENT
The purpose of this amendment is to amend and supplement Items 8 in the
Solicitation/Recommendation Statement on Schedule 14D-9 previously filed by PYR
Energy Corporation ("PYR Energy" or the "Company") on April 11, 2007, and
subsequently amended.
ITEM 8. ADDITIONAL INFORMATION
Item 8 is hereby amended and supplemented by the addition of the following
information:
Samson's Extension of the Subsequent Offering Period
On June 4, 2007, Samson and Acquisition Corp. announced the extension of
the previously announced subsequent offering period to Tuesday, June 12, 2007 at
5:00 p.m., New York City time, unless extended. As of June 4, 2007, and
including those shares tendered in the initial offering period, approximately
27,481,752 shares of the Company Common Stock have been tendered, which,
together with the shares owned by Acquisition Corp. prior to the commencement of
the Offer, represents approximately 82 percent of the outstanding Company Common
Stock.
Pursuant to the terms and conditions of the Merger Agreement, Acquisition
Corp. will be merged with and into the Company, and each outstanding share of
Company Common Stock not tendered into the Revised Offer, including in the
subsequent offering period (other than shares held by the Company, Samson,
Acquisition Corp. or stockholders who properly perfect appraisal rights under
Maryland law, if applicable), will be converted into the right to receive $1.30
per share in cash, without interest. Following consummation of the Merger, the
Company will continue as the surviving corporation and a wholly owned subsidiary
of Samson. Assuming Acquisition Corp. has acquired at least 90% of the
outstanding Company Common Stock following the expiration of the subsequent
offering period, the Merger is expected to occur promptly thereafter.
Changes in Officers
On May 30, 2007, the board of directors of the Company removed Mr. Kenneth
R. Berry, Jr. from the offices of President and Chief Executive Officer, Ms.
Jane M. Richards from the office of Chief Financial Officer and Mr. Tucker
Franciscus from the offices of Vice President-Strategic Development and
Secretary. Each of Messrs. Berry and Franciscus and Ms. Richards will remain
employed by the Company. Also on May 30, 2007, the board of directors of the
Company appointed Mr. C. Philip Tholen as Chief Executive Officer, President and
Chief Financial Officer, Mr. Scott Rowland as Vice President and Ms. Annabel
Jones as Secretary.
2
ITEM 9. EXHIBITS
Exhibit No. Document
----------- --------
(a)(1) Press release issued by PYR Energy on April 11, 2007 (1)
(a)(2) Joint Press Release, dated April 23, 2007, announcing the
entry into a definitive merger agreement (incorporated by
reference to Exhibit 99.1 to PYR Energy's Current Report on
Form 8-K filed on April 24, 2007)
(a)(3) Letter from PYR Energy Corporation to stockholders dated May
2, 2007 (2)
(a)(4) Opinion of C.K. Cooper & Company dated April 23, 2007 (2)
(e)(1) Excerpts from PYR Energy's Proxy Statement on Schedule 14A
filed May 16, 2006 relating to the PYR Energy 2006 Annual
Meeting of Shareholders (1)
(e)(2) Rights Agreement, dated January 31, 2007 between PYR Energy
Corporation and U.S. Stock Transfer Corporation, as Rights
Agent (incorporated by reference to Exhibit 1 to PYR Energy's
Registration Statement on Form 8-A filed on February 2, 2007
(e)(3) Agreement and Plan of Merger, dated April 23, 2007, by and
among PYR Energy Corporation, Samson Investment Company and
Samson Acquisition Corp. (incorporated by reference to Exhibit
10.1 to PYR Energy's Current Report on Form 8-K filed on April
24, 2007)
(e)(4) Amendment to Rights Agreement, dated April 23, 2007 between
PYR Energy Corporation and U.S. Stock Transfer Corporation, as
Rights Agent (incorporated by reference to Exhibit 4.1 to PYR
Energy's Current Report on Form 8-K filed on April 24, 2007)
(e)(5) Note Redemption Agreement, dated April 23, 2007, by and among
PYR Energy Corporation, Samson Investment Company and the
holders of the convertible notes named therein (incorporated
by reference to Exhibit 10.2 to PYR Energy's Current Report on
Form 8-K filed on April 24, 2007)
(e)(6) Form of Change of Control Severance Agreement, dated April 20,
2007 (incorporated by reference to Exhibit 10.3 to PYR
Energy's Current Report on Form 8-K filed on April 24, 2007)
(e)(7) Form of Amendment No.1 to Change of Control Severance
Agreement, dated April 23, 2007 (incorporated by reference to
Exhibit 10.4 to PYR Energy's Current Report on Form 8-K filed
on April 24, 2007)
(e)(8) Information Statement pursuant to Section 14(f) of the
Securities Exchange Act of 1934, as amended, and Rule 14f-1
promulgated thereunder (2)
-------------------------
(1) Previously filed as an exhibit to PYR Energy's Schedule 14D-9 filed with the
SEC on April 11, 2007
(2) Previously filed as an exhibit to PYR Energy's Amendment No. 2 to Schedule
14D-9 filed with the SEC on April 30, 2007
3
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.
PYR ENERGY CORPORATION
/s/ C. Philip Tholen
--------------------------------------
C. Philip Tholen
Chief Executive Officer, President and
Chief Financial Officer
Date: June 6, 2007
4