US ENERGY CORP
8-K, 2000-09-13
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):   September 11, 2000


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

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

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)

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<PAGE>

Item 5.   Other Events (Settlement of Litigation with Kennecott Uranium
          Company and Kennecott Energy Company).

     This Form 8-K Report contains  "forward-looking"  statements  which include
use of the words "will" and "closing" and similar  words.  These  statements are
made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995 which amended section 21 E of the Securities  Exchange Act of
1934. Forward-looking statements inherently involve risks and uncertainties that
could  cause  actual  results  to  differ  materially  from the  forward-looking
statements.


     Settlement of Litigation with Kennecott

     Background. U.S. Energy Corp. ("USE" or the "Registrant") and its affiliate
the USECC joint venture ("USECC")  consisting of USE and its subsidiary  Crested
Corp.  ("Crested") together owned approximately 50% of the Green Mountain Mining
Venture (the "GMMV"),  a Wyoming joint venture  partnership formed in June 1990,
which  owns the  Green  Mountain  unpatented  uranium  claims  in  south-central
Wyoming, the Jackpot Mine and support facilities (the mine is in the development
stage) and the  Sweetwater  Mill (a uranium mill  currently  on standby  located
about 20 miles  south of the  Jackpot  Mine).  In the context of the GMMV and in
this report, the term "USE Parties" means USE, Crested and USECC.

     Kennecott Uranium Company ("Kennecott") owns approximately 50% of the GMMV.
KUC is a 100% subsidiary of Kennecott Energy Company ("KEC"),  and KEC is a 100%
subsidiary of Rio Tinto plc, one of the largest mining companies in the world.

     Differences  arose between the GMMV partners on the  operations of the GMMV
and on November  10,  1999,  Kennecott  and KEC filed a  complaint  in a Wyoming
district  court  against  the  USE  Parties.  Kennecott  and  KEC  were  seeking
dissolution  of the GMMV and a judicial plan of  liquidation by which they would
try to sell their  interest  in the GMMV.  The USE  Parties  filed an answer and
counterclaims   against   Kennecott  and  KEC  and  a  cross  complaint  against
Kennecott's  parent  Rio  Tinto  plc.  Thereafter,   the  parties  entered  into
negotiations to settle the lawsuit

     On September  11, 2000,  the parties  executed a settlement  agreement  and
related documentation and releases (the "Settlement"). Under the Settlement, the
USE  Parties  will  sell  all of  their  interests  in the  GMMV  and  the  GMMV

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<PAGE>

properties,  including those within a described Area of Interest to an affiliate
of  Kennecott.  The purchase  consideration  is  $3,250,000 in cash and a 4% net
profits  royalty  interest in certain of the mining  claims at the Big Eagle and
Jackpot Mines.  The USE Parties  received various mining equipment and supplies,
and have the right to receive  certain  mining  claims that may be  abandoned by
Kennecott.  Kennecott has posted  reclamation bonds in the amount of $26,084,079
and agreed to assume all  reclamation  obligations  (to the extent  required  by
applicable regulatory authority) on the GMMV properties.

     SIGNATURES

     Pursuant to the  requirements  of the  Securities and 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:  September 12, 2000                           By: /s/ Max T. Evans
                                                         -----------------------
                                                         Max T. Evans, Secretary


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