Form 12b-25
[As last amended in Release No. 34-3511,
December 19, 1994, 59 F.R.67752.]
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SEC File Number
FORM 12B-25 0-6814
CUSIP Number
NOTIFICATION OF LATE FILING 911805 10 9
(Check One):
[X]Form 10-K and Form 10-KSB [ ]Form 20-F [ ] Form 11-K
[ ]Form 10-Q and 10-QSB [ ]Form N-SAR
For Period Ended: May 31, 1998
[ ] 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
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)
X (a) The reasons described in reasonable detail in Part III 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 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.
The registrant on August 14, 1998 received a comment letter from the
SEC staff on its Registration Statement on Form S-1, for which it is
currently preparing responses. The registrant believes that certain
responses to the comment letter will need to be incorporated into the
May 31, 1998 Annual Report on Form 10-K. The registrant is attempting
to finalize its comments during the first week of September, 1998 and
intends to file the 10-K on or before September 13, 1998.
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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.
STEPHEN E. ROUNDS, Special Counsel (303) 377-6997
(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?
[ ]Yes [ ]No
Presently, the registrant cannot determine whether there will be any
significant change in results of operations for fiscal 1998 compared
to fiscal 1997.
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: August 28, 1998 By: /s/ Robert Scott Lorimer
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ROBERT SCOTT LORIMER,
VP Finance, Treasurer and
Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and
title of the person signing the form shall be typed or printed beneath the
signature. If the statement is signed on behalf of the registrant by an
authorized representative (other than an executive officer), evidence of
the representative's authority to sign on behalf of the registrant shall be
filed with the form.
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