UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 5
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
( ) Check box if no longer subject to Section 16.
Form 4 or Form 5 obligations may continue. See Instructions 1(b).
( ) Form 3 Holdings Reported
(X) Form 4 Transactions Reported
1. Name and Address of Reporting Person
EVANS, MAX T.
877 NORTH 8TH WEST
RIVERTON, WY 82501
USA
2. Issuer Name and Ticker or Trading Symbol
U.S. ENERGY CORP.
USEG
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Statement for Month/Year
MAY 1999
5. If Amendment, Date of Original (Month/Year)
AUGUST 18, 1999
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
( ) Director (X) 10% Owner (X) Officer (give title below) ( ) Other
(specify below)
SECRETARY
7. Individual or Joint/Group Reporting (Check Applicable Line)
(X) Form filed by One Reporting Person
( ) Form filed by More than One Reporting Person
<TABLE>
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Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
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1. Title of Security |2. |3. |4.Securities Acquired (A) |5.Amount of |6.Dir |7.Nature of Indirect |
|Transaction| or Disposed of (D) | Securities |ect | Beneficial Ownership |
|Date |Code| | Beneficially |(D)or | |
| | | | A/| | Owned at |Indir | |
| | | Amount | D | Price | End of Year |ect(I)| |
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<S> <C> <C> <C> <C> <C> <C> <C> <C>
$.01 PAR VALUE COMMON STO|N/A | |NONE | |N/A |53,255 |D (a) | |
CK | | | | | | | | |
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$.01 PAR VALUE COMMON STO|05/28/|A |12,000 |A |NIL |42,286 |D (b) | |
CK |99 | | | | | | | |
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$.01 PAR VALUE COMMON STO|05/28/|A |2,150 |A |NIL |2,150 |I (c) |ESOP Benef. |
CK |99 | | | | | | | |
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$.01 PAR VALUE COMMON STO|05/28/|A |894 |A |NIL |7,238 |I (d) |Son's ESOP |
CK |99 | | | | | | | |
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$.01 PAR VALUE COMMON STO|N/A | |NONE | |N/A |155,811 |I (e) |ESOP Trustee |
CK | | | | | | | | |
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$.01 PAR VALUE COMMON STO|N/A | |NONE | |N/A |125,556 |I (f) |By Plateau |
CK | | | | | | | | |
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|N/A | |NONE | |N/A |512,359 |I (g) |By Crested |
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Table II -- Derivative Securitites Acquired, Disposed of, or Beneficially Owned |
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1.Title of Derivative |2.Con |3. |4. |5.Number of De |6.Date Exer|7.Title and Amount |8.Price|9.Number |10.|11.Nature of|
Security |version |Transaction rivative Secu |cisable and| of Underlying |of Deri|of Deriva |Dir|Indirect |
|or Exer |Date |Code| rities Acqui |Expiration | Securities |vative |tive |ect|Beneficial |
|cise Pr | | | red(A) or Dis |Date(Month/| |Secu |Securities |(D)|Ownership |
|ice of | | | posed of(D) |Day/Year) | |rity |Benefi |or | |
|Deriva | | | |Date |Expir| | |ficially |Ind| |
|tive | | | | A/|Exer-|ation| Title and Number | |Owned at |ire| |
|Secu | | | | D |cisa-|Date | of Shares | |End of |ct | |
|rity | | | Amount | |ble | | | |Year |(I)| |
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<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Stock Option - Qualified|$2.90/sh|N/A | | | |04/15|04/14|Common Stock|57,200 |N/A |57,200 |D | |
(Right to Buy) | | | | | |/92 |/02 | | | | | | |
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Stock Option - Qualified|$2.875/s|N/A | | | |12/04|09/25|Common Stock|34,782 |N/A |34,782 |D | |
(Right to Buy) |h | | | | |/98 |/08 | | | | | | |
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Stock Option - Non-Qauli|$2.00/sh|N/A | | | |12/04|09/25|Common Stock|15,218 |N/A |15,218 |D | |
fied
(Right to Buy) (| | | | | |/98 |/08 | | | | | | |
h) | | | | | | | | | | | | | |
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Explanation of Responses:
(a) Consists of 3,821 shares held directly by the Reporting Person, 36,389
shares held by the Reporting Person
in joint tenancy with his wife, 13,045 shares held in an Individual Retirement
Account for the benefit of the
Reporting Person.
(b) Consists of 15,750 shares and 26,536 shares subject to forfeiture by the
Reporting Person. The 15,750
shares, issued under the USEG Restricted Stock Bonus Plan are deemed "earned
out" by the Reporting Person: (i)
if he is continuously employed by USEG until he retires; (ii) if he becomes
totally disabled; (iii) upon his death, or
(iv) if the shares are claimed within three years following the occurrence of
(i), (ii) or (iii). The 26,536 shares,
issued under the 1996 Stock Award Program, vest at the rate of 20% each year
over a five year period and are
subject to the forfeiture conditions noted previously. The treasurer of USEG
holds the shares in trust for the
benefit of the Reporting Person, while the non-employee directors of USEG
exercise shared voting and dispositive
rights over all 42,286 shares. The shares do not come under the control of the
Reporting Person until termination
of employment. The total number of shares is presently reported; distributions
to the Reporting Person will not be
reported separately. The acquisitions of the shares by the Reporting Person
from both the Bonus Plan and the
Award Plan are exempt under Rule
16b-3.
(c) Consists of shares held in the USEG Employee Stock Ownership Plan (the
"ESOP") in an account established
for the benefit of the Reporting Person. The Reporting Person is over age 70
1/2 and therefore the shares will be
immediately distributed to him (ie. his IRA); distribution to the Reporting
Person will not be separately reported.
(d) Consists of shares held in the ESOP in an account established for the
benefit of a member of the Reporting
Person's "immediate family," as that term is defined in Rule 16a-1(e), in
accordance with Rule 16a-8(b)(2).
(e) Consists of shares held in the ESOP which are not allocated to accounts
established for the benefit of
specific plan participants. The Reporting Person, as an ESOP Trustee,
exercises the voting powers with respect
to such unallocated
shares.
(f) Consists of shares held by Plateau Resources Limited, a wholly-owned
subsidiary of USEG. The Reporting
Person is an officer of both USEG and Plateau and a director of Plateau. The
Reporting Person is not a controlling
shareholder of Plateau, and therefore the Reporting Person does not have a
pecuniary interest in the USEG
shares held by Plateau, under Rule
16a-1(a)(2)(iii).
(g) Consists of shares held by Crested Corp., a majority-owned subsidiary of
USEG. The Reporting Person is
an officer of both USEG and Crested and a director of Crested. The Reporting
Person is not a controlling
shareholder of Crested and therefore the Reporting Person does not have a
pecuniary interest in the USEG
shares held by Crested under Rule
16a-1(a)(2)(iii).
(h) This amendment is being filed to correct the Form 5 filed on August 18,
1999 which reported a change in the
non-qualified stock option price which did not occur. As previously reported,
this transaction was exempt under
Rule
16b-3.
Note: Pursuant to SEC Rule 16a-1(a)(2), information on Plateau and Crested
is not required, however, Registrant
has
undertaken
comprehensive disclosure and reports shares held by Plateau and
Crested as indirectly owned by the
Reporting
Person.
The Reporting Person disclaims beneficial and pecuniary interest in
the shares reported under footnotes d,
e, f and
g.
SIGNATURE OF REPORTING PERSON
/s/ MAX T. EVANS
DATE
October 13, 1999
