EXHIBIT 3.1(B)
ARTICLES OF AMENDMENT (SECOND) TO THE RESTATED
ARTICLES OF INCORPORATION OF U.S. ENERGY CORP.
TO ESTABLISH SERIES A CONVERTIBLE PREFERRED STOCK
By authority of Article IV of the existing Restated Articles of
Incorporation of U.S. Energy Corp. (the "Corporation"), and section 17-16-602(a)
of the Wyoming Business Corporation Act (the "WBCA"), the board of directors of
the Corporation has determined the preferences, limitations and relative rights
of the Series A Convertible Preferred Stock (the "series A stock"). These
Articles of Amendment shall amend the Articles of Amendment filed June 8, 2000,
nunc pro tunc, by authority of the board of directors acting through the Chief
Executive Officer to correct certain minor inconsistencies in the original
filing of the June 8, 2000 Articles of Amendment.
These Articles of Amendment are filed by the Corporation under section
17-16-1006 of the WBCA:
(I) The name of the Corporation is U.S. Energy Corp.
(II) The terms of the series A stock are:
(A) Reserved Shares and Issue Price. There are reserved
for issuance 1,000 shares of series A stock, to be
sold for $10,000.00 per share, and 2,000,000 shares
of common stock for issuance if all the authorized
series A stock is sold and later converted to common
stock of the Corporation. The conversion rate is
stated in (D) below.
(B) Voting Rights. No voting rights for the series A
stock are created by the Corporation. The series A
stock does not have voting rights except as may be
granted to the holders by the WBCA.
(C) Dividends. The outstanding shares of series A stock
shall accrue, and the Corporation shall pay within
five business days after the end of each fiscal
quarter (on a June 1 to May 31 fiscal year),
dividends at an annual rate of 7.5%. Dividends shall
be paid in cash or in conversion shares as provided
in this subsection (C). Unpaid dividends shall bear
interest at an annual rate of 10%. On the conversion
date (defined below), all accrued unpaid dividends
shall be paid in cash, or at the election of the
holder in shares of common stock of the Corporation
or its subsidiary Rocky Mountain Gas, Inc. ("RMG").
Payment of accrued dividends shall be subject to
sections 17-16-640(c) and (g) of the WBCA
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(D) Conversion. Each share of series A stock shall be
converted into shares of common stock of the
Corporation, or of Rocky Mountain Gas, Inc. (RMG),
held by the Corporation, on the conversion date. The
conversion shall be mandatory and shall cover all
series A shares owned by the holder, however, the
holder may elect to have some series A shares
converted into shares of common stock of the
Corporation and some series A shares converted into
shares of common stock of RMG held by the
Corporation. Conversion shall be fixed at the
conversion rate in effect as of the conversion date,
as provided below. The holder shall have the right to
give written notice to the Corporation of the
allocation of conversion shares between the
Corporation and RMG shares held by the Corporation,
which notice must be received on or before the one
month anniversary of the conversion date.
The conversion rate shall be for shares:
Of RMG, which will be out of the RMG shares
owned by the Corporation, one share for each
$3.00 originally paid to purchase the series
A stock from the Corporation, plus each
added $3.00 of accrued unpaid interest on
the original series A investment.
Of the Corporation, that number of shares as
equals the amount originally paid to
purchase the series A stock from the
Corporation, divided by the average closing
price of the Corporation's shares as
reported in any trading market for the 10
trading days preceding the conversion date.
For purposes of this Amendment to the Restated
Articles of Incorporation, "conversion date" means
the first to occur of (1) that date when RMG is duly
registered with the United States Securities and
Exchange Commission ("SEC") under section 12(g) of
the Securities Act of 1934 (the "1934 Act"); or (2)
the second annual anniversary of the date when the
original holder bought the series A stock directly
from the Corporation.
(E) Corporation's Right to Purchase After Conversion. For
24 months after conversion date, the holder shall
give written notice to the Corporation at least 10
calendar days before the date the holder intends to
sell conversion shares. For the 10 calendar days
following receipt of notice, the Corporation shall
have the right to purchase some or all of the
conversion shares (either of the Corporation or of
RMG), for cash, at a price equal to the average
closing price of the shares as reported in any
trading market for the 10 trading days preceding the
Corporation's written notice of election to
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purchase sent to the holder on or before the tenth
calendar day after receipt by the Corporation of
notice from the holder.
(F) Registration Rights. The Corporation will use its
best efforts, and/or will cause RMG to use its best
efforts, to file with and have declared effective by
the SEC, a registration statement under the 1933 Act
covering the resale to the public of the conversion
shares, as soon as is practicable after the
conversion date. The Corporation and/or RMG shall pay
all costs and fees associated with such filings and
related blue sky law approvals.
(III) This second Amendment to the Restated Articles of
Incorporation was adopted as of May 30, 2000.
(IV) This (Second) amendment was duly adopted and authorized by the
board of directors of U.S. Energy Corp.
U.S. Energy Corp.
ATTEST:
/s/ John L. Larsen
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John L. Larsen, Chairman and Chief
Executive Officer
/s/ Daniel P. Svilar
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Daniel P. Svilar, Assistant Secretary
June 27, 2000
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Date
June 27, 2000
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Date
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