UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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
(Name, address and telephone number of person
authorized to receive notices and communications)
With a copy to:
R. Scott Cohen
Weil, Gotshal & Manges LLP
200 Crescent Court, Suite 300
Dallas, TX 75201
January 4, 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.
* 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).
-1-
CUSIP No. 693677106 13D Page 2
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Samson Investment Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) (b) X
--- ---
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
-----
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER 3,689,200
8 SHARED VOTING POWER -0-
9 SOLE DISPOSITIVE POWER 3,689,200
10 SHARED DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,689,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
----
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.7% (1)
14 TYPE OF REPORTING PERSON
CO
------------
(1) Based on 37,993,259 shares of Pyr Energy Corporation common stock
outstanding as of November 15, 2006, as reported in its Annual Report on Form
10-KSB filed with the Securities and Exchange Commission on November 22, 2006.
-2-
Item 1. Security and Issuer
The class of equity securities to which this statement on Schedule 13D
relates is the common stock, par value $0.001 per share, of Pyr Energy
Corporation, a Maryland corporation (the "Issuer"). The principal executive
offices of the Issuer are located at 1675 Broadway, Suite 2450, Denver, Colorado
80202.
Item 2. Identity and Background
(a) - (c) This Statement is being filed by Samson Investment Company
("Samson"), a Nevada corporation with its principal place of business and
principal office located at Two West Second Street, Tulsa, Oklahoma 74103.
Samson is a holding company which, among other things, engages in the
exploration and development of oil and gas through its wholly owned subsidiary,
Samson Resources Company, an Oklahoma corporation. Stacy Schusterman, as trustee
of various family trusts, holds voting and investment power over 100% of the
issued and outstanding capital stock of Samson.
The name, business address and present principal occupation or employment
of each executive officer and director of Samson are set forth on Schedule A
hereto and incorporated herein by reference.
(d) During the last five years, neither Samson nor, to the best knowledge
of Samson, any person named on Schedule A has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, neither Samson nor, to the best knowledge
of Samson, any person named on Schedule A was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
(f) The citizenship of each executive officer and director of Samson is
set forth on Schedule A.
Item 3. Source and Amount of Funds or Other Consideration
The aggregate amount of funds used by Samson to purchase the 3,689,200
shares of Issuer common stock beneficially owned by it (the "Shares") was
approximately $3.6 million, including commissions.
-3-
The funds used to purchase the Shares were obtained from Samson's working
capital.
Item 4. Purpose of Transaction
Samson's initial acquisitions of shares of Issuer common stock were
effected for investment purposes. In connection with its most recent acquisition
of shares of Issuer 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. That evaluation is ongoing and no final determination has been made
at this time. Samson may, and reserves the right to, acquire additional shares
of Issuer 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.
Except as referenced above, neither Samson, nor to the best knowledge of
Samson, any of the persons named on Schedule A hereto, has any plans or
proposals of the types referred to in clauses (a) through (j) of Item 4 of
Schedule 13D.
Item 5. Interest in Securities of Issuer
(a) As of the close of business on January 15, 2007, Samson beneficially
owned an aggregate of 3,689,200 shares of Issuer common stock, representing 9.7%
of the outstanding shares of Issuer common stock (based on 37,993,259 shares of
Issuer common stock outstanding as of November 15, 2006, as reported in Pyr
Energy Corporation's Annual Report on Form 10-KSB filed with the Securities and
Exchange Commission on November 22, 2006). All of such shares are held through
Eason Drilling & Services Company, a Delaware corporation and wholly owned
subsidiary of Samson.
(b) Samson has the sole power to vote, direct the voting of, dispose of
and direct the disposition of the Shares.
(c) The transactions in the shares of Issuer common stock by Samson during
the past 60 days are set forth on Schedule B hereto and incorporated herein by
reference.
-4-
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
Neither Samson nor, to the best knowledge of Samson, any of the persons
named on Schedule A hereto has any contract, arrangement, understanding or
relationship with any person with respect to any securities of the Issuer.
Item 7. Material To Be Filed As Exhibits
Not applicable.
-5-
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 16, 2007
SAMSON INVESTMENT COMPANY
By: //s// Jack A. Canon
---------------------------
Name: Jack A. Canon
Title: Senior Vice President-
General Counsel
-6-