UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
SEC FILE NO.
0-6814
CUSIP NUMBER
911805-10-9
NOTIFICATION OF LATE FILING
(Check One):
[ ]Form 10-K [ ] Form 20-F [ ]Form 11-K [X]Form 10-Q [ ]Form N-SAR
For Period Ended: FEBRUARY 28, 1997
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Read Attached Instruction Sheet Before Preparing Form. Please
Print or Type.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
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If the notification relates to a portion of the filing checked above,
identify the Items(s) to which the notification relates.
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Part I - Registrant Information
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Full name of Registrant U.S. ENERGY CORP.
Former Name if Applicable N/A
Address of Principal Executive Office (Street and Number)
877 NORTH 8TH WEST
City, State and Zip Code
RIVERTON, WY 82501
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Part II - Rules 12b-25(b) and (c)
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If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
(a) The reasons described in reasonable detail in Part II of
this form could not be eliminated without unreasonable
effort or expense;
(b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or
portion thereof will be filed on or before the fifteenth
[X] calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-
Q, or portion thereof will be filed on or before the
fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
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Part III - Narrative
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State below in reasonable detail the reasons why Form 10-K, 11-K, 10-Q,
N-SAR or the transition report or portion thereof, could not be filed
within the prescribed time period.
Accounting for the receipt of funds relating to the Sheep Mountain
Partners arbitration/litigation has generated accounting issues requiring
the review by both the Registrant's in house and independent accounting
staffs, as well as legal counsel. Due to a very recent ruling in the
arbitration/litigation; an appeal of the arbitraion proceedings to the 10th
Circuit Court of Appeals, and unrelated tax audit matters by the Internal
Revenue Service, the Registrant's in house and independent accounting
staffs have been unable to resolve the complex issues concerning accounting
for funds relating to the SMP arbitration/litigation in time for the 10-Q
due April 14, 1997.
The Registrant will file the Form 10-Q Report on or before April 19, 1997.
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Part IV - Other Information
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(1) Name and telephone number of person to contact in regard
to this notification.
R. SCOTT LORIMER (307) 856-9271
(2) Have all other periodic reports required under section 13 or
15(d)of the Securities Exchange Act of 1934 or section 30 of the Investment
Company Act of 1940 during the preceding 12 months (or for such shorter
period that the registrant was required to file such report(s)) been filed?
If the answer is no, identify reports(s).
[ X ]Yes [ ]No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report
or portion thereof?
[ X ]Yes [ ]No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why
a reasonable estimate of the results cannot be made.
Pending the resolution of a deferred income issue with
Registrant's independent accountant, the nine months ended February 28,
1997 is expected to show either a loss from continuing operations of
approximately $1.9 million compared to a loss of approximately $1.8 million
for the nine months ended February 29, 1996, or net income before taxes of
$2,262,500 if the deferred income received from the SMP Arbitration is
recognized as income.
For the comparable three months periods, Registrant had a loss
from continuing operations of approximately $880,000 in the three months
ended February 28, 1997, compared to a loss of approximately $1,074,000 for
the same period in 1996. However, if the deferred income from the SMP
Arbitration/litigation is taken into income, Registrant will report pre-tax
income of $3,327,300 for the period.
U.S. ENERGY CORP.
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: April 14, 1997 By: s/ Max t. Evans
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MAX T. EVANS, Secretary
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