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): November 25, 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
a) At a special meeting of the Board of Directors of registrant held on
November 25, 1997, Keith G. Larsen was elected to fill the vacancy on the
Board created by the resignation of former U. S. Senator Alan K. Simpson
who assumed the position of chairman of registrant's Advisory Board. At the
meeting, John L. Larsen resigned as president and retained his positions as
registrant's Chairman of the Board and Chief Executive Officer. Keith G.
Larsen, John L. Larsen's son, was also appointed as President and Chief
Operating Officer to answer directly to the Chairman and the Board of
Directors.
b) The registrant and its subsidiaries Crested Corp. and Plateau Resources
Limited entered into a letter of intent with an underwriter to raise
sufficient funds to acquire Kennecott Uranium Company's interest in the
uranium joint venture known as the Green Mountain Mining Venture ("GMMV").
This letter of intent is to comply with a condition of the June 23, 1997
Acquisition Agreement ("Agreement") between Kennecott and registrant and
its subsidiaries, which required the delivery of such letter of intent by
December 1, 1997 so that the $4,000,000 advanced to registrant and Crested
Corp. by Kennecott on June 23, 1997, would be nonrefundable. Pending the
closing of the Agreement, Kennecott is advancing up to an additional
$16,000,000 to the GMMV to compensate registrant and Crested in running
two declines at GMMV's underground Jackpot uranium mine on the south side
of Green Mountain in south-central Wyoming; completing the mine's
infrastructure, and to perform various work in obtaining an operating
license for GMMV's nearby 3,000 ton per day uranium mill.
As previously reported on Form 8-K and in registrant's Form 10-K for
fiscal year ended May 31, 1997, the Agreement permitted the registrant, in
lieu of closing the transactions under the Agreement by December 1, 1997,
to obtain by that date a letter of intent from a recognized investment
banking firm to complete an underwritten public offering of the
registrant's securities (or of the securities of an entity formed by the
registrant to acquire Kennecott's interest in the GMMV), in an amount
sufficient to close the Agreement transactions (estimated by the
registrant at approximately $40 million). This letter of intent in effect
allows the registrant, as contemplated and permitted by the Agreement,
until October 30, 1998 to close the Agreement transactions.
Final terms of the financing, including the total funds to be raised
(which would close the Agreement transactions and provide working capital
for mine and mill work), the identification of the issuer of the
securities to be sold to raise the financing, the percentage ownership of
such issuer by the registrant and its affiliated companies, and other
terms, have not been agreed upon as of the date of this Form 8-K Report.
Such final terms and the expected timing of the financing will be set
forth in a registration statement which is anticipated to be filed in
connection with the financing in the first calendar quarter of 1998.
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: December 9, 1997 By: /S/ DANIEL P. SVILAR
---------------------------------------
Daniel P. Svilar, Assistant Secretary
3 of 3
<PAGE>
