US ENERGY CORP
8-K, 1997-07-14
METAL MINING
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 and 15(d) of the
                         Securities Exchange Act of 1934

Date of Report (date of earliest event reported):  June 27 , 1997


                                U.S. ENERGY CORP.
- -------------------------------------------------------------------------------
              Exact Name of Registrant as Specified in its Charter)

        Wyoming                       0-6814                 83-0205516
- -----------------------------     ------------------      ----------------------
(State or other                    (Commission             (I.R.S. Employer
jurisdiction of                    File No.)               Identification No.)
incorporation)


Glen L. Larsen Building
877 North 8th West
Riverton, WY                                                     82501
- -------------------------------------------------          ---------------------
(Address of Principal Executive Offices)                      (Zip Code)


Registrant's telephone number, including area code:  (307) 856-9271


                                 Not Applicable
- --------------------------------------------------------------------------------
               (Former Name, Former Address or Former Fiscal Year,
                          if Changed From Last Report)




<PAGE>



Item 5  Other Events
- --------------------

On June 27, 1997, the United Stated  District Court for the District of Colorado
issued an Order and Second  Amended  Judgment in Civil  Action No.  91-B-1153 in
which  Registrant  and its 52% owned  subsidiary  Crested  Corp.,  ("Crested") a
Colorado corporation doing business with Registrant in a joint venture under the
designation  USECC,  are  plaintiffs  and  Nukem  Inc.,  a New York  Corporation
("Nukem") and Cycle  Resource  Investment  Corporation,  a Delaware  corporation
("CRIC")  are  defendants.  The  litigation  concerns  Sheep  Mountain  Partners
("SMP"), a partnership among the parties involving uranium properties in Wyoming
and the  marketing  of uranium  worldwide.  The Court's  latest Order and Second
Amended  Judgment  entered on June 27, 1997,  corrects the Court's March 3, 1997
Order for Entry of Amended  Judgment  as Final and the  Amended  Judgment  dated
March 6, 1997,  confirming the Order and Award of the panel of three arbitrators
who  presided  over  lengthy  proceedings  between  USECC,  and  Nukem  and  its
subsidiary  CRIC, with respect to SMP uranium  operations in Wyoming and Nukem's
marketing of uranium  worldwide - See Item 3 Legal  Proceedings - Sheep Mountain
Partners Arbitration/Litigation in Registrant's Form 10K/A for fiscal year ended
May 31, 1996 and Registrant's Form 8Ks dated November 1, 1996 and March 6, 1997.

In its June 26,  1997  Order  which was  included  in the June 27,  1997  Second
Amended  Judgment,  the Court directed Nukem to execute  whatever  documents are
appropriate  to effectuate  an  assignment of the PSE&G (of New Jersey)  uranium
purchase  contract  with Nukem to SMP. The Court also ordered that the rights to
purchase  uranium  from  certain  Commonwealth  of  Independent  States  ("CIS")
republics,  the  uranium  acquired  by Nukem  pursuant  to those  rights and the
profits  therefrom  are  impressed  with a  constructive  trust in favor of SMP.
According to statements  made by Nukem's counsel to the Federal Court in support
of motions to modify and/or vacate portions of the arbitration panel's Order and
Award,  the CIS contracts  alone could be worth over $205  million.  Since USECC
owns one half of the SMP partnership,  the award of the CIS contracts to SMP and
the Court's  order  impressing  the rights to purchase  uranium from certain CIS
countries,  as well as the uranium  acquired by Nukem from the  exercise of such
rights and the  profits  therefrom,  with a  constructive  trust in favor of SMP
could be of a substantial benefit to Registrant and Crested.

In  December  1996,  Nukem and CRIC  filed a Notice  of  Appeal  of the  Court's
November 1996  Judgment to the Tenth  Circuit  Court of Appeals.  Nukem and CRIC
subsequently  posted a supersedeas bond of $8,613,600 to stay enforcement of the
judgment  pending  such  appeal.  The  Court's  latest  Order of March 3,  1997,
confirmed  the amount of such bond as proper on the basis  that the  arbitration
panel did not value the equitable relief requested.


                                   Page 2 of 3


<PAGE>


                                   SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                                   U. S. ENERGY CORP.



Dated:  July 11, 1997               By:       s/ Max T. Evans
                                            -----------------------------------
                                            Max T. Evans, Secretary


                                   Page 3 of 3


<PAGE>





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