Form 12b-25
[As last amended in Release No. 34-35113,
December 19, 1994, 59 F.R.67742.]
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING SEC File No. 0-6814
(Check One): Cusip No. 911805-109
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR
For Period Ended: AUGUST 31, 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: ______________________________________
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.
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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U.S. ENERGY CORP.
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Full name of Registrant
Not Applicable
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Former Name if Applicable
877 NORTH 8TH WEST
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Address of Principal Executive Office (Street and Number)
RIVERTON, WY 82501
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City, State and Zip Code
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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
[X] Form 10-K, [X] Form 20-F, 11-K or Form N-SAR, or Portion thereof will
be filed on or before the fifteenth 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, 20-F, 11-K, 10-Q,
N-SAR or the transition report or portion thereof, could not be filed within the
prescribed time period.
During the fiscal year ended May 31, 1997, transactions were completed or
events occurred which were of material importance to the registrant, including
financing of its gold company subsidiary and a concomitant restructuring of the
subsidiary's capital structure. Approximately $4 million was received by the
registrant and its affiliate Crested Corp. ("Crested") in connection with a
partial resolution of the arbitration proceedings involving Sheep Mountain
Partners partnership ("SMP"). Both of the described matters required extensive
research by the registrant and its audit firm (Arthur Andersen LLP) into
applicable accounting theories and standards, to determine the proper means of
accounting for the matters. In addition, the registrant and Crested have been
involved in responding to numerous requests from the Internal Revenue Service
relating to the audits for fiscal 1993 through 1996.
Subsequent to the fiscal year end, registrant and Crested entered into a
comprehensive Acquisition Agreement to acquire the interest Kennecott Uranium
Company owns in the Green Mountain Mining Venture. This Agreement was entered
into on June 23, 1997 after over eight months of negotiating and drafting the
Agreement which required a substantial amount of time of the legal and
accounting staffs of the registrant and Crested. This transaction was previously
reported on Form 8-K filed on July 7, 1997.
The compounded result of the foregoing has been delays in resolution of
complex accounting issues. The registrant filed its Annual Report on Form 10-K,
however, the Form 10-Q Report for the fiscal quarter ended August 31, 1997 will
not be filed on October 15, 1997 due to the cumulative and continuing impact of
the foregoing matters and the extension of time to file the May 31, 1997 Form
10-K delayed the closing of the book for the quarter ended August 31, 1997.
Until all of the financial data required for such 10-Q Report is finalized, no
part of the Report should be filed.
The registrant will file the Form 10-Q Report on or before October 20, 1997.
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Part IV - Other Information
(1) Name and telephone number of person to contact in regard to this
notification.
DANIEL P. SVILAR (307) 856-9271
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(2) Have all other period 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? [ ]Yes [ X ]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.
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: OCTOBER 15, 1997 By: /s/ Max T. Evans
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Max T. Evans, Secretary
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