SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
PYR ENERGY CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, no par value per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
693677106
- --------------------------------------------------------------------------------
(CUSIP Number)
L. Steven Leshin, Esq.
Jenkens & Gilchrist, a Professional Corporation
1445 Ross Avenue, Suite 3200
Dallas, Texas 75202-2799
(214) 855-4500
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
April 29, 1999
- --------------------------------------------------------------------------------
(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 Rule 13d-l(e), (f) or (g), check the following box [ ].
-1-
<PAGE>
CUSIP No. 693677106
1. Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Persons: Crown Hill Trust
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ] (b) [X]
3. SEC Use Only
-------------------------------------------------------
4. Source of Funds (See instructions) 00
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Texas
7. Sole Voting Power
Number of Shares --------------------
Beneficially Owned by 8. Shared Voting Power 1,080,917 Shares
Each Reporting Person --------------------
With 9. Sole Dispositive Power
--------------------
10. Shared Dispositive Power 1,080,917 Shares
--------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,080,917 Shares
12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares (See
Instructions) [ ]
13. Percent of Class Represented by Amount in Row 11. 10.65%
14. Type of Reporting Person (See Instructions): OO
-2-
<PAGE>
CUSIP No. 693677106
1. Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Persons: Hal Robert Pettigrew, Jr. Trust
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ] (b) [X]
3. SEC Use Only
-------------------------------------------------------
4. Source of Funds (See instructions) 00
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Texas
7. Sole Voting Power
Number of Shares --------------------
Beneficially Owned by 8. Shared Voting Power 216,183 Shares
Each Reporting Person --------------------
With 9. Sole Dispositive Power
--------------------
10. Shared Dispositive Power 216,183 Shares
--------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
216,183 Shares
12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares (See
Instructions) [ ]
13. Percent of Class Represented by Amount in Row 11. 2.25%
14. Type of Reporting Person (See Instructions): OO
-3-
<PAGE>
CUSIP No. 693677106
1. Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Persons: Charles Gorden Pettigrew Trust
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ] (b) [X]
3. SEC Use Only
-------------------------------------------------------
4. Source of Funds (See instructions) 00
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Texas
7. Sole Voting Power
Number of Shares --------------------
Beneficially Owned by 8. Shared Voting Power 216,183 Shares
Each Reporting Person --------------------
With 9. Sole Dispositive Power
--------------------
10. Shared Dispositive Power 216,183 Shares
--------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
216,183 Shares
12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares (See
Instructions) [ ]
13. Percent of Class Represented by Amount in Row 11. 2.25%
14. Type of Reporting Person (See Instructions): OO
-4-
<PAGE>
CUSIP No. 693677106
1. Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Persons: Jason Crockett Pettigrew Trust
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ] (b) [X]
3. SEC Use Only
-------------------------------------------------------
4. Source of Funds (See instructions) 00
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Texas
7. Sole Voting Power
Number of Shares --------------------
Beneficially Owned by 8. Shared Voting Power 216,183 Shares
Each Reporting Person --------------------
With 9. Sole Dispositive Power
--------------------
10. Shared Dispositive Power 216,183 Shares
--------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
216,183 Shares
12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares (See
Instructions) [ ]
13. Percent of Class Represented by Amount in Row 11. 2.25%
14. Type of Reporting Person (See Instructions): OO
-5-
<PAGE>
CUSIP No. 693677106
1. Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Persons: Benjamin Austin Virgil Pettigrew Trust
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ] (b) [X]
3. SEC Use Only
-------------------------------------------------------
4. Source of Funds (See instructions) 00
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Texas
7. Sole Voting Power
Number of Shares --------------------
Beneficially Owned by 8. Shared Voting Power 216,183 Shares
Each Reporting Person --------------------
With 9. Sole Dispositive Power
--------------------
10. Shared Dispositive Power 216,183 Shares
--------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
216,183 Shares
12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares (See
Instructions) [ ]
13. Percent of Class Represented by Amount in Row 11. 2.25%
14. Type of Reporting Person (See Instructions): OO
-6-
<PAGE>
CUSIP No. 693677106
1. Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Persons: Amy Gay Margaret Pettigrew Trust
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ] (b) [X]
3. SEC Use Only
-------------------------------------------------------
4. Source of Funds (See instructions) 00
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Texas
7. Sole Voting Power
Number of Shares --------------------
Beneficially Owned by 8. Shared Voting Power 216,183 Shares
Each Reporting Person --------------------
With 9. Sole Dispositive Power
--------------------
10. Shared Dispositive Power 216,183 Shares
--------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
216,183 Shares
12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares (See
Instructions) [ ]
13. Percent of Class Represented by Amount in Row 11. 2.25%
14. Type of Reporting Person (See Instructions): OO
-7-
<PAGE>
CUSIP No. 693677106
1. Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Persons: The Crown Oaks, Inc. Profit Sharing Plan and Trust
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ] (b) [X]
3. SEC Use Only
-------------------------------------------------------
4. Source of Funds (See instructions) 00
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Texas
7. Sole Voting Power
Number of Shares --------------------
Beneficially Owned by 8. Shared Voting Power 125,000 Shares
Each Reporting Person --------------------
With 9. Sole Dispositive Power
--------------------
10. Shared Dispositive Power 125,000 Shares
--------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
125,000 Shares
12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares (See
Instructions) [ ]
13. Percent of Class Represented by Amount in Row 11. 1.3%
14. Type of Reporting Person (See Instructions): EP
-8-
<PAGE>
Item 1. Security and Issuer.
This statement relates to shares of common stock, par value
$0.01 per share, (the "Common Stock") of PYR Energy
Corporation, a Delaware corporation (the Company") having its
principal executive offices at 1675 Broadway, Suite 1150,
Denver, Colorado 80202.
Item 2. Identity and Background.
(a) Name:
This statement is filed by the following (collectively, the
"Trust Entities").
Crown Hill Trust, which consists of five separate trusts as
follows: (1) The Hal Robert Pettigrew, Jr. Trust; (2) The Charles
Gordon Pettigrew Trust; (3) The Jason Crockett Pettigrew Trust;
(4) The Benjamin Austin Virgil Pettigrew Trust; and (5) The Amy
Gay Margaret Pettigrew Trust.
The Crown Oaks, Inc. ("Crown Oaks") Profit Sharing Plan and Trust
(the "Profit Sharing Plan").
The Trustee of Crown Hill Trust is Virgil B. Pettigrew. The
Trustee of the Profit Sharing Plan is Ronald W. Black (Messrs.
Pettigrew and Black are collectively referred to herein as (the
"Trustees"). Crown Hill Trust is the sole stockholder of Crown Oaks.
Mr. Pettigrew is the sole Director and President of Crown Oaks. Mr.
Black is Vice President of Crown Oaks. Carla Fulton is Vice President
of Crown Oaks. Although such directors and officers are not reporting
persons, they are persons ("Instruction C Persons") identified in
Instruction C to Schedule 13D and hence provide the information
required by Items 2 through 6 of this Schedule 13D.
(b) Business address:
The address of the principal office of Trust Entities, 2,000 E.
Lamar Blvd., #150 Arlington. The Trustees and Ms. Fulton can be
contacted at this address.
(c) Principal business:
Crown Hill Trust is a Trust established under the laws of Texas,
which consists of the five individual trusts listed in Item 2(a).
Crown Oaks, Inc., a [Texas] corporation, is a management company that
provides real estate management and other services to the Crown Hill
Trust.
(d) Criminal convictions:
None of the persons providing information in this statement have
been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) in the last five years.
-9-
<PAGE>
(e) Civil proceedings:
None of the persons providing information in this statement have
been subject to a judgment, decree or final order enjoining future
violations of or mandating activities subject to federal securities
laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
As previously reported on Schedule 13D, Crown Hill Trust acquired
beneficial ownership of 416,667 shares of Common Stock, issuable upon
conversion of 2,500 share of Series A Preferred Stock of the Company
(the "Preferred Stock"). Crown Hill Trust acquired the Preferred Stock
on April 26, 1999, upon conversion of a convertible note (the "Note"),
which Crown Hill Trust purchased on October 26, 1998 in a private
placement. The Note was converted into the Preferred Stock, which is
convertible into Common Stock at the rate of one share of Common Stock
for each $.60 of the purchase amount of the Preferred Stock, which
purchase price was $250,000. The Preferred Stock is convertible into
Common Stock at any time at the option of Crown Hill Trust. On
December 1, 1998, Crown Hill Trust purchased 10,000 shares of Common
Stock in open market purchases at a purchase price of $2.06 per share.
On December 14, 1998, Crown Hill Trust purchased 30,000 shares of
Common Stock on in open market purchases at a purchase price of $1.29
per share.
On April 26, 1999, Crown Hill Trust purchased, in a private
placement, 93,750 shares of Common Stock at a purchase price of $1.60
per share and 9,375 warrants exercisable for 93,750 shares of Common
Stock, at a purchase price of $2.50 per share. The warrants are
exercisable at any time until April 26, 2004 at the option of Crown
Hill Trust. Also on April 26, 1999, Crown Hill Trust purchased 156,250
shares of Common Stock at a purchase price of $1.60 per share and
15,625 warrants exercisable until April 26, 2004 for 156,250 shares of
Common Stock at a purchase price of $2.50 per share.
On January 11, 1999, the Profit Sharing Plan purchased, in a
private placement, 62,500 shares of Common Stock at $1.60 per share
and 6,250 warrants for 62,500 shares of Common Stock at a purchase
price of $2.50 per share, exercisable at the Profit Sharing Plan's
option until January 11, 2004.
The source of funds for Crown Hill Trust's purchases was its cash
reserves. The source of funds for the Profit Sharing Plan's purchases
was the Profit Sharing Plan's cash reserves.
Item 4. Purpose of Transactions.
The Trust Entities acquired the Shares of Common Stock for investment
purposes only.
-10-
<PAGE>
The Trustees may, subject to market conditions and other factors
deemed relevant by them, purchase additional shares Common Stock on
behalf of the Trust Entities and Profit Sharing from time to time
either in open market purchases, privately negotiated transactions or
otherwise.
The Trustees intend to review, on a continuing basis, their investment
in the Common Stock by Crown Hill Trust and the Profit Sharing Plan
and the Company's business affairs and financial conditions, as well
as conditions in the securities markets and general economic and
industry conditions, and may in the future take such actions with
respect to the investment in the Common Stock as they deem appropriate
in light of the circumstances existing from time to time, including,
without limitation, purchasing additional Common Stock or disposing of
the Common Stock that Crown Hill Trust and the Profit Sharing Plan now
hold or hereafter acquire.
While they reserve the right to develop plans or proposals in the
future regarding the following items, at the present time none of the
persons identified in response to Item 2 of this Statement have any
plans or proposals which relate to or would result in any of the
following:
(1) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Company or
any of its subsidiaries;
(2) A sale or transfer of a material amount of assets of the
Company;
(3) Any change in the present board of directors or
management of the Company, including any plans or proposals to
change the number or term of directors or to fill any existing
vacancies on the board of directors ;
(4) Any material change in the present capitalization or
dividend policy of the Company;
(5) Any other material change in the Company's business or
corporate structure;
(6) Changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions that may impede the
acquisition of control of the Company by any person;
(7) Causing a class of securities of the Company to be
delisted from a national securities exchange or cease to be
authorized to be quoted in an inter-dealer quotation system of a
registered national securities association;
(8) A class of equity securities of the Company to be
delisted from a national securities exchange or cease to be
authorized to be quoted in an inter-dealer quotation system of a
registered national securities association;
(9) Any action similar to any of those listed above.
-11-
<PAGE>
Item 5. Interest in Securities of the Issuer.
Crown Hill Trust owns, through the five individual trusts, 726,667
shares of Common Stock, or approximately 7.7% of the outstanding
Common Stock of the Company. Each of the individual trusts owns
145,333 shares of the aggregate amount of Common Stock purchased by
Crown Hill Trust, representing approximately 1.5% of the outstanding
Common Stock held by each of the five individual trusts. The Profit
Sharing Plan owns 68,750 shares of Common Stock representing .7% of
the outstanding Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationship's with Respect
to Securities of the Issuer.
No material change.
Item 7. Materials to Be Filed as Exhibits.
None.
-12-
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: June 28, 1999 THE CROWN HILL TRUST
By: /s/ Virgil Pettigrew, Trustee
------------------------------
Virgil Pettigrew, Trustee
THE HAL ROBERT PETTIGREW, JR. TRUST
By: /s/ Virgil Pettigrew, Trustee
------------------------------
Virgil Pettigrew, Trustee
THE CHARLES GORDON PETTIGREW TRUST
By: /s/ Virgil Pettigrew, Trustee
------------------------------
Virgil Pettigrew, Trustee
THE JASON CROCKETT PETTIGREW TRUST
By: /s/ Virgil Pettigrew, Trustee
------------------------------
Virgil Pettigrew, Trustee
THE BENJAMIN AUSTIN VIRGIL PETTIGREW
TRUST
By: /s/ Virgil Pettigrew, Trustee
------------------------------
Virgil Pettigrew, Trustee
THE AMY GAY MARGARET PETTIGREW TRUST
By: /s/ Virgil Pettigrew, Trustee
------------------------------
Virgil Pettigrew, Trustee
-13-
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, the persons named below agree to the joint filing on behalf of each of
them of a Statement on Schedule 13D (including amendments thereto) with respect
to the Common Stock of PYR Energy Corporation and further agree that this Joint
Filing Agreement (the "Agreement") be included as an exhibit to such joint
filing. In evidence thereof, the undersigned, being duly authorized, hereby
execute this Agreement this June 28, 1999. The Agreement may be executed in two
or more counterparts, any one of which need not contain the signatures of more
than one party, but all such parts taken together will constitute a part of this
Agreement.
Date: June 28, 1999 THE CROWN HILL TRUST
By: /s/ Virgil Pettigrew, Trustee
------------------------------
Virgil Pettigrew, Trustee
THE HAL ROBERT PETTIGREW, JR. TRUST
By: /s/ Virgil Pettigrew, Trustee
------------------------------
Virgil Pettigrew, Trustee
THE CHARLES GORDON PETTIGREW TRUST
By: /s/ Virgil Pettigrew, Trustee
------------------------------
Virgil Pettigrew, Trustee
THE JASON CROCKETT PETTIGREW TRUST
By: /s/ Virgil Pettigrew, Trustee
------------------------------
Virgil Pettigrew, Trustee
THE BENJAMIN AUSTIN VIRGIL PETTIGREW
TRUST
By: /s/ Virgil Pettigrew, Trustee
------------------------------
Virgil Pettigrew, Trustee
THE AMY GAY MARGARET PETTIGREW TRUST
By: /s/ Virgil Pettigrew, Trustee
------------------------------
Virgil Pettigrew, Trustee
-14-
