CRESTED CORP
8-K, 1997-12-09
OPERATORS OF NONRESIDENTIAL BUILDINGS
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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):  November 25, 1997


                                  CRESTED CORP.
- --------------------------------------------------------------------------------
              Exact Name of Registrant as Specified in its Charter)

        WYOMING                         0-8773               83-0608126
- -----------------------------       ---------------       ----------------------
(State or other                     (Commission            (I.R.S. Employer
jurisdiction of                      File No.)             Identification No.)
incorporation)


Glen L. Larsen Building
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)




<PAGE>



ITEM 5.   Other Events

The registrant and its parent U.S.  Energy Corp.  ("USE") and Plateau  Resources
Limited entered into a letter of intent with an underwriter to raise  sufficient
funds to acquire  Kennecott  Uranium  Company's  interest in the  uranium  joint
venture known as the Green  Mountain  Mining  Venture  ("GMMV").  This letter of
intent is to comply with a condition of the June 23, 1997 Acquisition  Agreement
("Agreement") between Kennecott and registrant, USE and its subsidiaries,  which
required  the  delivery of such letter of intent by December 1, 1997 so that the
$4,000,000  advanced to registrant and USE by Kennecott on June 23, 1997,  would
be nonrefundable.  Pending the closing of the Agreement,  Kennecott is advancing
up to an additional  $16,000,000 to the GMMV to compensate registrant and USE in
running two  declines at GMMV's  underground  Jackpot  uranium mine on the south
side  of  Green  Mountain  in  south-central  Wyoming;   completing  the  Mine's
infrastructure,  and to perform  various work in obtaining an operating  license
for GMMV's nearby 3,000 ton per day uranium mill.

As previously reported on Form 8-K and in registrant's Form 10-K for fiscal year
ended May 31, 1997,  the Agreement  permitted the registrant and USE, in lieu of
closing the  transactions  under the Agreement by December 1, 1997, to obtain by
that  date a letter of  intent  from a  recognized  investment  banking  firm to
complete an underwritten  public offering of the registrant's  securities (or of
the  securities  of an  entity  formed  by the  registrant  and  USE to  acquire
Kennecott's  interest  in the  GMMV),  in an  amount  sufficient  to  close  the
Agreement  transactions  (estimated  by  the  registrant  at  approximately  $40
million).  This  letter of intent in effect  allows the  registrant  and USE, as
contemplated and permitted by the Agreement, until October 30, 1998 to close the
Agreement transactions.

Final terms of the  financing,  including  the total  funds to be raised  (which
would close the Agreement  transactions and provide working capital for mine and
mill work),  the  identification  of the issuer of the  securities to be sold to
raise the financing,  the percentage ownership of such issuer by the registrant,
USE and its affiliated companies,  and other terms, have not been agreed upon as
of the date of this Form 8-K Report. Such final terms and the expected timing of
the financing will be set forth in a registration statement which is anticipated
to be filed in connection  with the financing in the first  calendar  quarter of
1998.



                                   Page 2 of 3



<PAGE>


                                   SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                                   CRESTED CORP.



Dated:  December 9, 1997                    By:       /S/ DANIEL P. SVILAR
                                                   -----------------------------
                                                   Daniel P. Svilar, Secretary



                                   Page 3 of 3



<PAGE>





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