CRESTED CORP.
[COMPANY LOGO]
MINERALS PLAZA, GLEN L. LARSEN BUILDING
877 NORTH 8TH WEST
RIVERTON, WYOMING 82501
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON FRIDAY, DECEMBER 8, 2000
TO THE SHAREHOLDERS OF CRESTED CORP:
PLEASE TAKE NOTICE that the Annual Meeting of Shareholders of Crested
Corp., a Colorado corporation (the "Company" or "Crested"), will be held at the
Company's offices at 877 North 8th West, Riverton, Wyoming 82501, on Friday,
December 8, 2000 at 10:00 a.m., local time, or at any adjournments thereof, for
the purpose of acting upon:
1.The election of five directors to serve until the next annual meeting of
shareholders, and until their successors have been duly elected or
appointed and qualified; and
2.Such other business as may properly come before such meeting.
Only shareholders of record at the close of business on Wednesday, November
1, 2000 will be entitled to notice of and to vote at the Annual Meeting or any
adjournments thereof. The Company's transfer books will not be closed for the
Meeting.
A list of shareholders entitled to vote at the Meeting will be available
for inspection by any record shareholder at the Company's principal executive
offices in Riverton, Wyoming. The inspection period will begin no later than ten
days before the Meeting.
By Order of the Board of Directors
/s/ Daniel P. Svilar
DANIEL P. SVILAR, Secretary
Please date, sign and return your Proxy so that your shares may be voted as
you wish, and to assure quorum. The prompt return of your signed Proxy,
regardless of the number of shares you hold, will aid the Company in reducing
the expense of additional Proxy solicitation. The giving of such Proxy does not
affect your right to vote in person should you attend the Meeting.
YOUR VOTE IS IMPORTANT
Dated: November 8, 2000
<PAGE>
CRESTED CORP.
MINERALS PLAZA, GLEN L. LARSEN BUILDING
877 NORTH 8TH WEST
RIVERTON, WYOMING 82501
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON FRIDAY, DECEMBER 8, 2000
The enclosed Proxy is solicited by the Board of Directors (the "Board") of
Crested Corp. (the "Company" or "Crested") for use at the Annual Meeting of
Shareholders to be held at 10:00 a.m. local time on Friday, December 8, 2000. It
is expected that the Notice of Meeting, Proxy Statement and Proxy will be mailed
to record shareholders on or about November 10, 2000.
REVOCABILITY OF PROXY
The Proxy may be revoked at any time, to the extent it has not been
exercised, by: (i) written revocation; (ii) executing a later-dated Proxy and
delivering it to the Company; (iii) requesting (in writing) a return of the
Proxy; or (iv) the shareholder voting in person at the Meeting.
VOTING OF PROXY
If the enclosed Proxy is executed and returned, it will be voted as
indicated by the shareholder on the proposals. Unless otherwise instructed to
the contrary in the Proxy, the appointees named in the Proxy will:
1. VOTE FOR the five management nominees to the Board; and
2. VOTE in accordance with their best judgment on any other matters that
may properly come before the Meeting.
As of the date of the Notice of Meeting and Proxy Statement, management of
the Company has no knowledge of any other matters that may be brought before the
Meeting.
SOLICITATION
The costs of preparing, assembling and mailing the Notice of Meeting, Proxy
Statement, Proxy (collectively the "Proxy Materials"), as well as solicitation
of the Proxies and miscellaneous costs with respect to the same, will be paid by
the Company. The solicitation is to be made by use of the mails. The Company may
also use the services of its directors, officers, and employees of the Company's
parent U.S. Energy Corp. ("USE") to solicit Proxies, personally or by telephone
and telegraph, but at no additional salary or compensation. The Board does not
intend to use specially engaged employees or paid solicitors, although it
reserves the right to do so.
The Company intends to request banks, brokerage houses and other such
custodians, nominees and fiduciaries to forward copies of the Proxy Materials to
those persons for whom they hold shares and request authority for the execution
of the Proxies. The Company will reimburse the nominee holders for reasonable
out-of-pocket expenses incurred by them in so doing.
1
<PAGE>
VOTING SECURITIES
Only holders of record of shares of the Company's $.001 par value common
stock (the "Common Stock") at the close of business on Wednesday, November 1,
2000 will be entitled to vote at the Meeting. On the record date, there were
10,381,664 shares of Common Stock outstanding and entitled to vote. The Company
has no other class of voting securities outstanding. Each share is entitled to
one vote on all matters. A majority of the issued and outstanding shares of
Common Stock, represented in person or by Proxy, constitutes a quorum at any
shareholders' meeting.
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following is a list of all record holders who, as of November 1, 2000,
beneficially owned more than five percent of the outstanding shares of Common
Stock, as reported in filings with the Securities and Exchange Commission
("SEC"), or as otherwise known to the Company. Except as otherwise noted, each
holder exercises the sole voting and dispositive powers over the shares listed
opposite the holder's name. It should be noted that voting and dispositive
powers over certain shares are shared by two or more of the listed holders. Such
securities are reported opposite each holder having a shared interest therein.
<TABLE>
<CAPTION>
Amount and Nature of Beneficial Ownership
-----------------------------------------------------------------------------
Voting Rights Dispositive Rights
Name and address ---------------------- ---------------------- Total Percent
of beneficial owner Sole Shared Sole Shared Beneficial Ownership of Class(1)
------------------- ---- ------ ---- ------- -------------------- -----------
<S> <C> <C> <C> <C> <C> <C>
U.S. Energy Corp.(2) 5,300,297 -0- 5,300,297 -0- 5,300,297 51.1%
877 North 8th West
Riverton, WY 82501
John L. Larsen(3) -0- 5,518,067 -0- 5,583,067 5,583,067 53.8%
201 Hill Street
Riverton, WY 82501
Harold F. Herron(4) 6,932 5,418,067 6,932 5,418,067 5,424,999 52.3%
3425 Riverside Road
Riverton, WY 82501
Keith G. Larsen(5) -0- 5,300,297 -0- 5,300,297 5,300,297 51.1%
4045 Valley Green Circle
Riverton, WY 82501
Don C. Anderson(5) -0- 5,300,297 -0- 5,300,297 5,300,297 51.1%
P. O. Box 1556
Mesquite, NV 89024
Nick Bebout(5) -0- 5,300,297 -0- 5,300,297 5,300,297 51.1%
P. O. Box 112
Riverton, WY 82501
David W. Brenman(5) -0- 5,300,297 -0- 5,300,297 5,300,297 51.1%
19 West 76th Street
New York, NY 10023
H. Russell Fraser(5) -0- 5,300,297 -0- 5,300,297 5,300,297 51.1%
W Diamond X Ranch
3453 Southfork Road
Cody, WY 82414
--------
<FN>
2
<PAGE>
(1) Percent of class is computed by dividing the number of shares
beneficially owned plus any options held by the reporting person, by the number
of shares outstanding plus the shares underlying options held by that person.
(2) Consists of 5,300,297 shares directly held by USE over which sole
voting and dispositive powers are exercised.
(3) Consists of 5,300,297 Crested shares held by USE, 100,000 shares held
by Sutter Gold Mining Company ("SGMC") 60,000 shares held by Plateau Resources
Limited ("Plateau"), 53,885 shares held by Ruby Mining Company "(Ruby"), and
3,885 shares held by Northwest Gold, Inc.
("NWG"), with respect to which shared voting and dispositive powers are
exercised as a director with the other directors of those companies and 65 ,000
shares held by employees which are subject to forfeiture, over which Mr. Larsen
exercises shared dispositive powers with the remaining Crested directors.
(4) Consists of 6,932 directly held shares and Crested shares held by USE,
Plateau, Ruby and NWG, with respect to which shared voting and dispositive
powers are exercised as a USE, Plateau, Ruby and NWG director with the other
directors of those companies.
(5) Consists of 5,300,297 Crested shares held by USE over which the holder
shares voting and dispositive powers with the other directors of USE.
</FN>
</TABLE>
ELECTION OF DIRECTORS
Directors are currently elected for terms expiring at the next annual
meeting of the shareholders and until their successors are elected and
qualified. In the event the number of directors is increased to six or more, the
Company's Articles provide that the directors are then to be divided into three
groups or classes, and elected to staggered terms of three years expiring at the
third succeeding annual meeting. The directors nominated for re-election at the
2000 Annual Meeting are as follows:
Other positions Director
Name Age with the Company since
---- --- ---------------- -----
John L. Larsen 69 Chairman of the Board, 1974
CEO, Vice President
(a)(b)(c)
Max T. Evans 75 President and Chief 1970
Operations Officer (a)(c)
Daniel P. Svilar 71 Secretary(a) 1980
Michael D. Zwickl 53 Assistant Secretary (b) 1984
Kathleen R. Martin 46 (b) 1989
_________
(a) Member of the executive committee.
(b) Member of the audit committee.
(c) Trustee of the USE Employee Stock Ownership Plan (the "ESOP").
3
<PAGE>
Executive officers of the Company are elected by the Board at annual
directors' meetings, which follow each Annual Shareholders' Meeting, to serve
until the officer's successor has been duly elected and qualified, or until
death, resignation or removal by the Board.
BUSINESS EXPERIENCE AND OTHER DIRECTORSHIPS OF DIRECTORS AND NOMINEES.
JOHN L. LARSEN has been principally employed as an officer and director of
the Company and U.S. Energy Corp. ("USE") for more than the past five years. He
is also a director of USE's affiliates, Ruby Mining Company ("Ruby") and
Northwest Gold, Inc. (NWG"). USE, Ruby and NWG have registered equity securities
under the Securities Exchange Act of 1934 (the "Exchange Act"). Mr. Larsen is
Chief Executive Officer and Chairman of the board of directors of Plateau
Resources, Limited and of Sutter Gold Mining Company, a director of Yellow Stone
Fuels Corp., and Chairman of the Board of Rocky Mountain Gas, Inc.
MAX T. EVANS has been President of the Company and Secretary for USE for
more than the past five years. Mr. Evans had been a director of USE for more
than the past five years, prior to April 17, 1997. He is also an officer and
director of Plateau. He serves at the will of each board of directors. There are
no understandings between Mr. Evans and any other person pursuant to which he
was named as an officer. He has no family relationships with any of the other
executive officers or directors of USE or Crested. During the past five years,
Mr. Evans has not been involved in any Reg. S-K Item 401(d) proceeding.
DANIEL P. SVILAR has been General Counsel for Crested and USE for more than
the past five years. He also has served as Secretary and a director of Crested,
Assistant Secretary of USE, and is an officer of Plateau and SGMC. His positions
of General Counsel to, and as officers of the companies, are at the will of each
board of directors. There are no understandings between Mr. Svilar and any other
person pursuant to which he was named as officer or General Counsel. He has no
family relationships with any of the other executive officers or directors of
USE or Crested, except his nephew Nick Bebout is a USE director. During the past
five years, Mr. Svilar has not been involved in any Reg. S-K Item 401(d)
proceeding.
MICHAEL D. ZWICKL has been engaged in the private practice of law at
Casper, Wyoming for more than the past five years. Mr. Zwickl received a
B.S.M.E. degree from the University of Wyoming in 1969. He received a J.D.
degree from the University of Wyoming in 1975 and was admitted to the practice
of law in Wyoming during that year. Mr. Zwickl is director and president of
NUPEC Resources, Inc. which has registered equity securities under the Exchange
Act.
KATHLEEN R. MARTIN has been a licensed real estate broker and part owner of
Wind River Realty Co., a real estate brokerage firm in Riverton, Wyoming, for
more than the past five years.
4
<PAGE>
SECURITY OWNERSHIP OF NOMINEES, DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth, as of October 20, 2000 the shares of Common
Stock, and the $.01 par value common stock of the Company's parent, USE, held by
each director and nominee, and by all officers and directors as a group. Unless
otherwise noted, the listed record holder exercises sole voting and dispositive
powers over the shares reported as beneficially owned, excluding the shares
subject to forfeiture and those held in ESOP accounts established for the
employee's benefit. Dispositive powers over the forfeitable shares is shared by
the Company's Board of Directors, while the ESOP Trustees exercise dispositive
powers over all ESOP shares. It should be noted that voting and dispositive
powers for certain shares are shared by two or more of the listed holders. Such
shares are reported opposite each holder having a shared interest therein, but
are only included once in the shareholdings of the group presented in the table.
<TABLE>
<CAPTION>
Company Common Stock USE Common Stock
-------------------------------- --------------------------------
Amount and Percent Amount and Percent
Nature of of Nature of of
Beneficial Ownership Class(1) Beneficial Ownership Class(1)
-------------------- -------- -------------------- --------
<S> <C> <C> <C> <C>
John L. Larsen 5,583,067(2) 53.8% 2,217,507(9) 23.7%
Max T. Evans 264,236(3) 2.5% 1,414,569(10) 15.5%
Daniel P. Svilar 281,850(4) 2.7% 827,182(11) 9.0%
Michael D. Zwickl 155,445(5) 1.5% 579,198(12) 6.4%
Kathleen R. Martin 153,335(6) 1.5% 512,359(13) 5.7%
R. Scott Lorimer 15,000(7) * 231,538(14) 2.5%
All officers and
directors as a
group (six persons) 6,117,933(8) 58.9% 3,021,751(15) 31.1%
----------
<FN>
* Less than one percent
(1) Percent of class is computed by dividing the number of shares
beneficially owned plus any options held by the reporting person or group, by
the number of shares outstanding plus the shares underlying options held by that
person or group.
(2) See the footnotes for this person to the table presented under the
heading "Principal Holders of Voting Securities."
(3) Consists of 139,236 directly held shares over which Mr. Evans exercises
sole voting and dispositive powers, 60,000 shares held by Plateau, with respect
to which shared voting and dispositive powers are exercised as a director with
the other directors of Plateau and 65,000 shares held by employees subject to
forfeiture, over which Mr. Evans exercises shared dispositive powers with the
remaining Crested directors.
5
<PAGE>
(4) Consists of 216,850 directly held shares, over which Mr. Svilar
exercises sole voting and dispositive powers, and 65,000 shares held by
employees subject to forfeiture, over which Mr. Svilar exercises shared
dispositive powers with the remaining Crested directors.
(5) Consists of 90,445 directly held shares over which Mr. Zwickl exercises
sole voting and dispositive powers, and 65,000 shares held by employees which
are subject to forfeiture, over which Mr. Zwickl exercises shared dispositive
power with the remaining directors of Crested.
(6) Consists of 88,335 directly held shares over which Mrs. Martin
exercises sole voting and dispositive powers and 65,000 shares held by employees
which are subject to forfeiture, over which Mrs. Martin exercises shared
dispositive power with the remaining directors of Crested.
(7) Consists of 15,000 shares subject to forfeiture over which Mr. Lorimer
exercises sole voting power. Crested directors exercise shared dispositive
powers over such shares.
(8) Includes 549,866 shares over which various members of the group
exercise sole voting powers, 534,866 shares over which they exercise sole
dispositive powers, and 5,518,067 shares over which various members of the group
exercise shared voting powers, and 5,583,067 shares over which various members
exercise shared dispositive rights, including the 65,000 shares held by
employees which are subject to forfeiture.
(9) Includes 243,663 directly owned shares, 106,000 shares held in joint
tenancy with his wife, 312,600 shares underlying options, over which Mr. John L.
Larsen exercises sole voting and dispositive powers. The directly owned shares
include 27,500 shares gifted to his wife, that have remained in Mr. Larsen's
name. Mr. Larsen also exercises sole voting powers over 38,855 shares held in
the U.S. Energy Corp. Employee Stock Ownership Plan ("ESOP") account established
for his benefit. Also includes shares over which shared voting and dispositive
rights are exercised consisting of 155,811 shares held by the ESOP, which have
not been allocated to accounts established for specific beneficiaries and shares
held by corporations of which Mr. Larsen is a director consisting of 512,359
shares held by Crested, 125,556 shares held by Plateau, 100,000 shares held by
SGMC, 12,612 shares held by Ruby, and 1,581 shares held by NWG. Shared
dispositive powers are also exercised over the ESOP shares allocated to
participant accounts and 82,320 USE shares held by employees of USE and a USE
non-employee director, which are subject to forfeiture. Mr. Larsen shares voting
powers over the unallocated ESOP shares and dispositive powers over all ESOP
shares in his capacity as an ESOP Trustee with the other ESOP Trustees. He
shares voting and dispositive power over the other listed shares with the other
directors of those corporations. The shares listed under "Total Beneficial
Ownership" also include 89,426 shares beneficially held by Mr. Larsen which are
subject to forfeiture. USE's non-employee directors exercise shared voting and
dispositive powers over such shares. The shares shown as beneficially owned by
Mr. Larsen do not include 42,350 shares owned directly by his wife, who
exercises the sole investment and voting powers over those shares.
(10) Includes 5,158 directly owned shares, 37,278 shares held in joint
tenancy with his wife, 16,342 shares held in an Individual Retirement Account
("IRA") for his benefit and 107,200 shares underlying options, over which Mr.
Evans exercises sole voting and dispositive powers. Mr. Evans exercises shared
voting and dispositive rights over the shares held by Crested, Plateau and the
unallocated ESOP shares, with the remaining directors of those companies and the
ESOP Trustees.
6
<PAGE>
He also exercises shared dispositive rights over ESOP shares allocated to
participants accounts with the other ESOP Trustees. The shares listed under
"Total Beneficial Ownership" also include 54,286 shares beneficially held by Mr.
Evans which are subject to forfeiture. USE's non-employee directors exercise
shared voting and dispositive powers over such shares.
(11) Includes 50,513 directly owned shares, 12,950 shares held in joint
tenancy with his wife, 1,000 shares held as custodian for his minor child under
the Wyoming Uniform Transfers to Minors Act (the Minor's shares), 33,510 shares
held in an IRA established for Mr. Svilar's benefit, and 141,000 shares
underlying options, over which Mr. Svilar exercises sole voting and dispositive
powers. Also includes shares over which he exercises shared voting and
dispositive rights consisting of the 512,359 shares held by Crested as a
director of Crested with the other directors of Crested. The shares listed under
"Total Beneficial Ownership" also include 70,850 shares beneficially held by Mr.
Svilar which are subject to forfeiture. USE's non-employee directors exercise
shared voting and dispositive powers over such shares.
(12) Consists of 9,770 directly held shares, 3,444 shares held in an IRA
established for his benefit and 53,625 shares held by two (2) limited
partnerships, over which Mr. Zwickl exercises sole voting and dispositive
powers. He is the sole officer and director of the corporate general partner of
those partnerships. Also includes the 512,359 shares held by Crested. As a
director of Crested, Mr. Zwickl exercises shared voting and dispositive powers
with the other Crested directors.
(13) Consists of the USE shares held by the Company over which Mrs. Martin
shares voting and dispositive powers with the other Company directors. The
listed shares do not include 220 shares held directly by Mrs. Martin's husband,
who exercises sole voting and dispositive powers over those shares.
(14) Consists of 50,385 directly held shares, 29,220 shares held in the
ESOP account established for his benefit, and 104,700 shares underlying options,
over which he exercises sole voting rights. Mr. Lorimer exercises sole
dispositive powers over his directly held shares and the shares underlying his
options. The shares listed under "Total Beneficial Ownership" also include
47,233 shares beneficially held by Mr. Lorimer which are subject to forfeiture.
USE's non-employee directors exercise shared voting and dispositive powers over
such shares.
(15) Members of the group exercise sole voting rights with respect to
1,357,213 shares, including 665,500 shares underlying options. Various group
members exercise sole dispositive powers over 1,289,138 shares. They exercise
shared voting powers over 987,919 shares, and share dispositive rights over
1,470,818 shares.
</FN>
</TABLE>
Each director of the Company beneficially holds 5,000,000 shares of Four
Nines Gold, Inc. ("FNG") stock held by the Company, and 5,000,000 shares held by
USECC Joint Venture ("USECC") over which they exercise shared voting and
dispositive powers as Company directors. Those shares represent 2% of the
outstanding shares of FNG. John L. Larsen beneficially holds 272,500,000 shares
of the common stock of FNG, representing 54.4% of its outstanding shares. Mr.
Larsen's FNG shares include 7,500,000 directly-owned shares, 255,000,000 shares
held by USE, 5,000,000 shares held by the Company and the 5,000,000 shares held
by USECC, over which he shares voting and dispositive powers with the remaining
directors of USE and the Company,
7
<PAGE>
respectively. Daniel P. Svilar beneficially owns 14,000,000 shares of the common
stock of FNG, representing 2.8% of that class. Mr. Svilar's FNG holdings include
4,000,000 shares held directly in joint tenancy with other family members, the
5,000,000 shares held by the Company and the 5,000,000 shares held by USECC.
Harold F. Herron holds 265,000,000 shares of the common stock of FNG,
representing 52.9%, respectively, of those classes. Mr. Herron's FNG shares
include 5,000,000 directly-owned shares, the shares held by USE and USECC. Mr.
Evans' wife holds 3,000,000 shares of the common stock of FNG, providing him
with beneficial ownership of 13,000,000 shares of FNG's common stock, or 2.6% of
the shares of that class. He exercises shared voting and dispositive rights over
the FNG shares held by the Company and USECC, in his capacity as director of the
Company. None of the other directors or officers of the Company beneficially
hold any other shares of stock of FNG. All executive officers and directors of
the Company as a group (six persons) beneficially hold 284,500,000 shares of the
stock of FNG, representing 56.8% of the outstanding shares of that company.
The Company has conducted a review of Forms 3, 4 and 5 (as amended) and
certain written representations of persons filing reports with the SEC under
Section 16(a) of the Exchange Act. Based solely upon a review of those reports
and written representations, the Company believes no director, executive
officer, beneficial owner of more than ten percent of the Common Stock or other
person who was otherwise subject to Section 16, failed to file such reports on a
timely basis for the year ended May 31, 2000.
INFORMATION CONCERNING EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
The following information is provided pursuant to Item 401 of Reg. S-K,
regarding the only executive officer of the Company who is not also a director.
ROBERT SCOTT LORIMER, age 49, has been Controller and Chief Accounting
Officer for both USE and Crested for more than the past five years. Mr. Lorimer
also has been Chief Financial Officer for both these companies since May 25,
1991, their Treasurer since December 14, 1990, and Vice President Finance since
April 1998. He serves at the will of each board of directors. There are no
understandings between Mr. Lorimer and any other person, pursuant to which he
was named as an officer, and he has no family relationship with any of the other
executive officers or directors of USE or Crested. During the past five years,
he has not been involved in any Reg. S-K Item 401(f) listed proceeding.
EXECUTIVE COMPENSATION
Under a Management Agreement dated August 1, 1981, the Company and USE
share certain general and administrative expenses, including compensation of the
officers and directors of the companies (but excluding directors' fees) which
have been paid through the USECC Joint Venture ("USECC"). Substantially all the
work efforts of the officers of the Company and USE are devoted to the business
of both the Company and USE.
8
<PAGE>
All USECC personnel are USE employees, in order to utilize USE's ESOP as an
employee benefit mechanism. The Company charges USECC for the direct and
indirect costs of its employees for time spent on USECC matters, and USECC
charges one-half of that amount to each of the Company and USE.
The following table sets forth the compensation paid to the USE Chief
Executive Officer, and those of the four most highly compensated USE executive
officers who were paid more than $100,000 cash in any of the three fiscal years
ended May 31, 2000. The table includes compensation paid such persons by Crested
for 1998, 1999 and 2000 for such persons' services to such subsidiary.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
-----------------------------------
Annual Compensation Awards Payouts
---------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other
Name Annual Restricted All Other
and Compen- Stock LTIP Compen-
Principal sation Award(s) Options/ Payouts sation
Position Year Salary($) Bonus($) ($) ($) SARs(#) ($) ($)(1)
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John L. Larsen 2000 $159,500 $ -0- $22,600 $ 60,000(2) -0- -- $15,879
CEO and 1999 166,700 85,000(3) -- 80,000(3) -0- -- 16,000
Chairman 1998 190,700 732,000 -- 131,200(5) -0- -- 16,000
Keith G. Larsen 2000 $ 97,800 $ -0- $11,700 $ -- -0- -- $11,433
President 1999 105,500 46,000(3) -- -- -0- -- 15,100
and COO 1998 120,200 -0- -- -- -0- -- 12,000
Daniel P. Svilar 2000 $150,900 $ -0- $ 7,800 $ 45,000(2) -0- -- $13,623
General Counsel 1999 132,700 459,400(3) -- 60,000(4) -0- -- 16,000
and Assistant 1998 134,300 -0- -- 98,400(5) -0- -- 13,400
Secretary
Harold F. Herron 2000 $128,400(6) $ -0- $ 3,600 $ 30,000(2) -0- -- $13,782
Vice President 1999 112,800 -0- -- 40,000(4) -0- -- 11,300
1998 36,400 -0- -- 65,600(5) -0- -- 3,600
R. Scott Lorimer 2000 $144,900 $ -0- $10,100 $ 30,000(2) -0- -- $15,990
Treasurer 1999 134,100 459,000(3) -- 40,000(4) -0- -- 16,000
and CFO 1998 132,300 -0- -- 65,600(5) -0- -- 13,200
-----
<FN>
(1) Dollar values for ESOP contributions and 401K matching contributions.
(2) Includes shares issued under the 1996 stock award program multiplied by
$3.00 the closing bid price on the issue date. These shares are subject to
forfeiture on termination of employment, except for retirement, death or
disability.
(3) Includes cash bonuses of $50,000, $25,000, $125,000 and $125,000 to
Messrs. John L. Larsen, Keith G. Larsen, Daniel P. Svilar and R. Scott Lorimer,
respectively. Also includes stock
9
<PAGE>
bonuses of 50,000 restricted shares of the Company's Common Stock each to Mr.
Svilar and Mr. Lorimer, at $2.94 per share, the closing bid price of at the time
of receipt. These bonuses were issued as compensation for the extraordinary
amount of work beyond the normal work load of these individuals in the
litigation with Nukem, Inc. The Board of Directors authorized the payment of
taxes on these bonuses.
(4) Includes shares issued under the 1996 stock award program multiplied by
$4.00, the closing bid price on the issue date. These shares are subject to
forfeiture on termination of employment, except for retirement, death or
disability.
(5) Includes shares issued under the 1996 Stock Award Program multiplied by
$6.56, the closing bid price on the issue date. These shares are subject to
forfeiture on termination of employment, except for retirement, death or
disability.
(6) Includes approximately $20,000 for a bonus paid Mr. Herron for building
The Brunton Company for over a twenty year period and completing the sale of The
Brunton Company to Silva Production AB, Sollentuna, Sweden, payable annually
until the year 2004.
</FN>
</TABLE>
EXECUTIVE COMPENSATION PLANS AND EMPLOYMENT AGREEMENTS
USE has adopted a plan to pay the estates of Messrs. J. Larsen, Evans and
Svilar amounts equivalent to the salaries they are receiving at the time of
their death, for a period of one year after death, and reduced amounts for up to
five years thereafter. The amounts to be paid in such subsequent years have not
yet been established, but would be established by the Boards of the Company and
USE.
Mr. Svilar has an employment agreement with the Company and Crested, which
provides for an annual salary in excess of $100,000, with the condition that Mr.
Svilar pay an unspecified amount of expenses incurred by him on behalf of the
Company and its affiliates. In the event Mr. Svilar's employment is
involuntarily terminated, he is to receive an amount equal to the salary he was
being paid at termination, for a two year period. If he should voluntarily
terminate his employment, the Company and Crested will pay him that salary for
nine months thereafter. The foregoing is in addition to Mr. Svilar's Executive
Severance and Non-Compete Agreement with the USE (see below).
In fiscal 1992, USE signed Executive Severance and Non-Compete Agreements
with Messrs. John L. Larsen, Evans, Svilar and Lorimer, providing for payment to
such person upon termination of his employment with USE, occurring within three
years after a change in control of USE, of an amount equal to (i) severance pay
in an amount equal to three times the average annual compensation over the prior
five taxable years ending before change in control, (ii) legal fees and expenses
incurred by such persons as a result of termination, and (iii) the difference
between market value of securities issuable on exercise of vested options to
purchase securities in USE, and the options' exercise price. These Agreements
also provide that for the three years following termination, the terminated
individual will not compete with USE in most of the western United States in
regards to exploration and development activities for uranium, molybdenum,
silver or gold. For such non-compete covenant, such person will be paid monthly
over a three year period an agreed
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amount for the value of such covenants. These Agreements are intended to benefit
the Company's shareholders, by enabling such persons to negotiate with a hostile
takeover offeror and assist the Board concerning the fairness of a takeover,
without the distraction of possible tenure insecurity following a change in
control. As of this Proxy Statement date, the Company is unaware of any proposed
hostile takeover.
The Company and USE provide all of their employees with certain forms of
insurance coverage, including life and health insurance. The health insurance
plan does not discriminate in favor of executive employees; life insurance of
$50,000 is provided to each member of upper management (which includes all
persons in the compensation table), $25,000 of such coverage is provided to
middle-management employees, and $15,000 of such coverage is provided to other
employees.
In June 1998, the Company and USE paid cash bonuses totaling $325,000 (net
after taxes) to four officers for their extraordinary efforts since 1991 in the
litigation and arbitration proceedings with Nukem, Inc. As of the date the
bonuses were paid, these efforts had resulted in the Company and USE receiving
approximately $17,000,000 from Nukem and CRIC. These bonuses were recommended by
the USE Compensation Committee of the USE Board of Directors in the following
(after tax) amounts: $50,000 for John L. Larsen, $25,000 for Keith G. Larsen,
and $125,000 each for Daniel P. Svilar and R. Scott Lorimer.
EMPLOYEE STOCK OWNERSHIP PLAN. An ESOP has been adopted to encourage
ownership of USE's Common Stock by employees, and to provide a source of
retirement income to them. The ESOP is a combination stock bonus plan and money
purchase pension plan. It is expected that the ESOP will continue to invest
primarily in the Common Stock. Messrs. J. Larsen, Herron and Evans are the
trustees of the ESOP.
Contributions to the stock bonus plan portion of the ESOP are discretionary
and are limited to a maximum of 15% of the covered employees' compensation for
each year ended May 31. Contributions to the money purchase portion of the ESOP
are mandatory (fixed at ten percent of the compensation of covered employees for
each year), are not dependent upon profits or the presence of accumulated
earnings, and may be made in cash or shares of Company's Common Stock.
USE made a contribution of 123,802 shares to the ESOP for fiscal 2000, all
of which were contributed under the money purchase pension plan. At the time the
shares were contributed, the market price was $3.00 per share, for a total
contribution with a market value of $371,406 (which has been funded by USE). The
Company and USE are each responsible for one-half of that amount (i.e.,
$185,703) and Crested currently owes its one-half to USE. 25,803 of the shares
were allocated to the ESOP accounts of the USE and Crested executive officers.
Additionally, 1,133 shares were allocated to the ESOP accounts of the executive
officers from ESOP shares forfeited by terminated employees who were not fully
vested.
Employee interests in the ESOP are earned pursuant to a seven year vesting
schedule; after three years of service, the employee is vested to 20% of the
ESOP account, and thereafter at 20% per year. Any portion which is not vested is
forfeited upon termination of employment, other than by retirement, disability,
or death.
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The maximum loan outstanding during fiscal 2000 under a loan arrangement
between USE and the ESOP was $1,014,300 at May 31, 2000 for loans made in fiscal
1992 and 1991. Interest owed by the ESOP was not booked by USE. Crested pays
one-half of the amounts contributed to the ESOP by USE. Because the loans are
expected to be repaid by contributions to the ESOP, Crested may be considered to
indirectly owe one-half of the loan amounts to USE. The loan was reduced by
$183,785 plus interest of $168,574.84 through the contribution of shares by the
ESOP to the ESOP in 1996. There was no similar reduction, however, for fiscal
1997, 1998, 1999 or 2000.
STOCK OPTION PLAN. USE has an incentive stock option plan ("ISOP"),
reserving an aggregate of 2,750,000 shares of Common Stock for issuance upon
exercise of options granted thereunder. Awards under the plan are made by a
committee of two or more persons selected by the USE Board (presently Messrs.
Herron, Bebout, Brenman and Fraser) and ratified by the USE Board of Directors.
Options expire no later than ten years from the date of grant, and upon
termination of employment for cause. Subject to the ten year maximum period,
upon termination, unless terminated for cause, options are exercisable for three
months or in the case of retirement, disability or death, for one year.
For information about options issued prior to fiscal 1998, please see Note
J to the USE consolidated Financial Statements for fiscal year ended May 31,
2000. No options were exercised or granted in fiscal 2000. In fiscal 1998,
options to purchase 5,000 shares were exercised.
The following table shows unexercised options, how much thereof were
exercisable, and the dollar values for in-the-money options, at May 31, 2000.
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AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
(a) (b) (c) (d) (e)
Value of
Number of Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
Shares FY-End (#) FY-End($)
Acquired Value Exercisable/ Exercisable
Name on Exercise(#) Realized($) Unexercisable Unexercisable
---- -------------- ----------- ------------- -------------
John L. Larsen, -0- -0- 100,000 $93,800(1)
CEO exercisable exercisable and
unexercised
-0- -0- 100,100 $3,804(2)
exercisable exercisable and
unexercised
-0- -0- 77,118 $72,337 (3)
exercisable exercisable and
unexercised
-0- -0- 34,782 $2,191(4)
exercisable exercisable and
unexercised
Keith G. Larsen -0- -0- 10,000 $ -0- (5)
President exercisable exercisable and
unexercised
-0- -0- 52,718 $49,449 (3)
exercisable exercisable and
unexercised
-0- -0- 34,782 $2,191 (4)
exercisable exercisable and
unexercised
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AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
(a) (b) (c) (d) (e)
Value of
Number of Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
Shares FY-End (#) FY-End($)
Acquired Value Exercisable/ Exercisable
Name on Exercise(#) Realized($) Unexercisable Unexercisable
---- -------------- ----------- ------------- -------------
Max T. Evans, -0- -0- 57,200 $ 2,174 (2)
Secretary exercisable exercisable and
unexercised
-0- -0- 15,218 $ 14,274 (3)
exercisable exercisable and
unexercised
-0- -0- 34,782 $ 2,191 (4)
exercisable exercisable and
unexercised
Harold F. Herron, -0- -0- 11,000 $ 418 (2)
Vice President exercisable exercisable and
unexercised
-0- -0- 40,218 $ 37,724 (3)
exercisable exercisable and
unexercised
-0- -0- 34,782 $ 2,191 (4)
exercisable exercisable and
unexercised
Daniel P. Svilar -0- -0- 66,000 $ 2,508 (2)
Assistant Secretary exercisable exercisable and
unexercised
-0- -0- 40,218 $ 37,724 (3)
exercisable exercisable and
unexercised
-0- -0- 34,782 $ 2,191 (4)
exercisable exercisable and
unexercised
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AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
(a) (b) (c) (d) (e)
Value of
Number of Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
Shares FY-End (#) FY-End($)
Acquired Value Exercisable/ Exercisable
Name on Exercise(#) Realized($) Unexercisable Unexercisable
R. Scott Lorimer -0- -0- 29,700 $ 1,129 (2)
Treasurer exercisable exercisable and
unexercised
-0- -0- 40,218 $ 37,724 (3)
exercisable exercisable and
unexercised
-0- -0- 34,782 $ 2,191 (4)
exercisable exercisable and
unexercised
(1)Equal to $2.938, the closing bid on last trading day in FY 2000, less $2.00
per share option exercise price, multiplied by all shares exercisable.
(2)Equal to $2.938, the closing bid on last trading day in FY 2000, less $2.90
per share option exercise price, multiplied by all shares exercisable.
(3)Equal to $2.938, the closing bid on last trading day in FY 2000, less $2.00
per share option exercise price, multiplied by all shares exercisable.
(4)Equal to $2.938, the closing bid on last trading day in FY 2000, less $2.875
per share option exercise price, multiplied by all shares exercisable.
(5)Equal to $2.938, the closing bid on last trading day in FY 2000, less $4.00
per share option exercise price, multiplied by all shares exercisable.
1996 STOCK AWARD PROGRAM. USE has an annual incentive compensation
arrangement for the issuance of up to 67,000 shares of Common Stock each year
(from 1997 through 2002) to executive officers of the Company, in amounts
determined each year based on earnings of USE for the prior fiscal.
Shares are issued annually, but each officer to whom shares are to be
issued must be employed by USE as of the issue date of the grant year, and USE
must have been profitable in the preceding fiscal year. The officers will
receive up to an aggregate total of 67,000 shares per year for the years 1997
through 2002, although if in prior years, starting in 1997, fewer than 67,000
USE shares are awarded in any year, the unissued balance of the 67,000 share
maximum will be available for issue in subsequent years (through 2007). One-half
of the compensation expense under the
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Program is the responsibility of Crested. The USE Board of Directors determines
the date each year when shares are to be issued.
Each allocation of shares is issued in the name of the officer, and will be
earned out (vested) over 5 years, at the rate of 20% as of May 31 of each year
following the date of issue. However, none of the vested shares shall become
available to or come under the control of the officer until termination of
employment by retirement, death or disability. Upon termination, the share
certificates will be released to the officer; until termination, the
certificates are held by the Treasurer of USE. Voting rights are exercised over
the shares by the non-employee USE directors; dividends or other distributions
with respect to the shares will be held by the USE Treasurer for the benefit of
the officers.
The number of shares to be awarded each year out of such 67,000 shares
aggregate limit is determined by the USE Compensation Committee, based on
criteria including USE's earnings per share for the prior fiscal year. Other
factors may be taken into consideration by the USE Compensation Committee. The
total shares issued are divided among the officers based on the following
percentages: John L. Larsen 29.85%, Daniel P. Svilar 22.39%, Max T. Evans
17.91%, Harold F. Herron 14.93% and R. Scott Lorimer 14.93%. For fiscal 1998,
the USE Compensation Committee awarded 67,000 shares to the officers. The award
was based on the revenues of USE ($11,558,500) in fiscal 1998, and the finding
by the USE Compensation Committee that but for the $1,500,000 expense which
resulted from a writedown of the investment in the gold property in California,
USE would have reported a $515,800 profit for fiscal 1998. For fiscal 1999, the
USE Compensation Committee awarded 67,000 shares to officers. The award was
based on the revenues of USE, which were $10,853,600 in fiscal 1999, and the
finding by the USE Compensation Committee that the major reason for the loss
incurred during fiscal 1999 in the amount of $11,648,500, was as a result of the
impairments taken on long term assets. These impairments totaled $13,224,400.
Please see Note F to the USE Consolidated Financial Statements in the USE 1999
Annual Report. For fiscal 2000, the Compensation Committee awarded 67,000 shares
to officers. The award was based on the revenues of USE, which were $7,773,800
in fiscal 2000, and the finding by the Compensation Committee that the major
reason for the loss incurred during fiscal 2000 in the amount of $10,662,600 was
due to: continued holding costs for the uranium properties; failure to receive a
final settlement amount in the Nukem litigation (still in the appeals process;
$6 million was received in fiscal 1999); non-cash compensation expense on USE's
books of $3.1 million for stock in Rocky Mountain Gas, Inc. sold to USE
employees, and costs for the coalbed methane gas business.
SUBSIDIARY PLANS. During the year ended May 31, 1991, Brunton adopted a
salary deduction plan intended to qualify as a deferred compensation plan under
Internal Revenue Code Section 401(k). Harold F. Herron, John L. Larsen, Daniel
P. Svilar and R. Scott Lorimer are the only Company officers who are able to
participate in this retirement plan. The fiscal 1994 acquisition of Brunton by
the Company, and the sale of Brunton in 1996, have not affected the Brunton
401(k) plan.
Other than as set forth above, neither the Company nor any of its
subsidiaries have any pension, stock option, bonus, share appreciation, rights
or other plans pursuant to which they compensate the executive officers and
directors of the Company. Other than as set forth above, no executive officer
received other compensation in any form which, with respect to any individual
named in the Cash Compensation Table, exceeded ten percent of the compensation
reported for that
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person, nor did all executive officers as a group receive other compensation in
any form which exceeded ten percent of the compensation reported for the group.
DIRECTORS' FEES AND OTHER COMPENSATION
The Company pays non-employee directors a fee of $150 per meeting attended.
All directors are reimbursed for expenses incurred with attending meetings.
Non-employee directors are compensated for services with $400 per month,
payable each year by the issue of shares of Crested Common Stock based on the
closing stock market price as of January 15. In 1999, 38,400 shares were issued
to non-employee directors for service in 1998. In 2000, 32,000 shares were
issued to non-employee directors for service in 1999.
COMMITTEES AND MEETING ATTENDANCE
During the fiscal year ended May 31, 2000, there were four Board meetings.
The Company has an Executive Committee which acts in place of the Board between
meetings of the Board. Each current member of the Board attended at least 75% of
the combined Board meetings and meetings of committees on which the director
serves, except for Kathleen Martin. From time to time, the Board and Executive
Committee act by unanimous written consent pursuant to Colorado law. Such
actions are counted as meetings for purposes of disclosure under this paragraph.
An Audit Committee has also been established by the Board. The Audit
Committee met once in fiscal 2000. Members of the Audit Committee meet
informally at various times during the year. The Audit Committee reviews the
Company's financial statements and accounting controls, and contacts the
independent public accountants as necessary to ensure that adequate accounting
controls are in place and that proper records are being kept. The Audit
Committee also reviews the audit fees of the independent public accountants. The
members of the Audit Committee are John L. Larsen, Michael D. Zwickl and
Kathleen Martin. Mr. Zwickl and Ms. Martin are independent directors as defined
under the NASD's listing standards.
A Management Cost Apportionment Committee was established by USE and the
Company in 1982, for the purpose of reviewing the apportionment of costs between
USE and the Company. John L Larsen, Scott Lorimer and Max Evans are members of
this Committee. The Committee had no meetings during fiscal 2000.
The Board did not appoint nominating or compensation committees during
fiscal year ended May 31, 2000.
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CERTAIN OTHER TRANSACTIONS
TRANSACTIONS WITH ROCKY MOUNTAIN GAS, INC. ("RMG") The Company and USE
organized RMG in fiscal 2000 to acquire and develop coalbed methane ("CBM")
properties in Wyoming and Montana. At May 31, 2000, RMG had raised $3.6 million
for start-up operations and to acquire substantial CBM leases (non-producing) in
the Powder River Basin and other coal basins in Wyoming and Montana.
USE and Crested own 82% of the voting stock of RMG, at a price of $0.005
per share; another 8.2% is owned by 29 employees, officers or directors of the
Company or USE which they bought at $0.01 per share. USE and one of its
affiliates bought another 3.9% at $3.00 per share. The shares bought by the
individuals are held by the treasurer of RMG and are forfeitable until the
shareholder retires, is disabled or dies.
TRANSACTIONS WITH DIRECTORS. Two of the USE directors, Messrs. Larsen and
Herron and one of Crested's directors, Mr. Evans, are trustees of the ESOP. Mr.
John L. Larsen is also a director of the Company. In their capacity as trustees,
they have an obligation to act in the best interests of the ESOP participants.
This duty may conflict with their obligations as directors of USE and the
Company in times of adverse market conditions for the common stock of USE and
the Company, or in the event of a tender offer or other significant transaction.
In general, the ESOP trustees exercise dispositive powers over shares held
by the ESOP, and exercise voting powers with respect to ESOP shares that have
not been allocated to a participant's account. In addition, the Department of
Labor has taken the position that in certain circumstances ESOP trustees may not
rely solely upon voting or dispositive decisions expressed by plan participants,
and must investigate whether those expressions represent the desires of the
participants, and are in their best interests.
Three of John L. Larsen's sons, three sons-in-law and one grandson are
employed by the Company or subsidiaries (as President, President of YSFC, Vice
President, chief pilot, landman, manager of shareholder relations and a staff
employee). Mr. Larsen's son-in-law Harold F. Herron is an officer and director
of USE, and former Chairman of Brunton. Collectively, the seven individuals and
John L. Larsen received $828,300 in total gross cash compensation for services
in fiscal 2000. See "Executive Compensation Plans and Employment Agreements."
The Company and USE provide management and administrative services for
affiliates under the terms of various management agreements. Revenues from
services by the Company from unconsolidated affiliates were $300,800 in fiscal
2000 and $453,700 in fiscal 1999. The Company provides all employee services
required by Crested, which is obligated to the Company for its share of the
costs for providing such employees.
CERTAIN INDEBTEDNESS
TRANSACTIONS INVOLVING USECC. The Company and USE conduct most of their
activities through their equally-owned joint venture, USECC. From time to time
the Company and USE advance funds to or make payments on behalf of USECC in
furtherance of their joint activities. These advances and payments create
intercompany debt between the Company and USE. The party extending funds is
subsequently reimbursed by the other venturer. The Company had a note payable of
$8,377,000 to USE at May 31, 2000 ($7,054,000 at May 31, 1999).
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<PAGE>
LOANS TO DIRECTORS. Max T. Evans, a director of Crested, owes USECC $26,100
(secured by 7,500 shares of USE), which is due December 31, 2001.
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
Arthur Andersen LLP has audited the Company's financial statements for the
fiscal year ended May 31, 2000. Such firm has audited the Company's financial
statements since 1990. A representative of Arthur Andersen LLP may be present at
the meeting and if present, will be available to respond to appropriate
questions, and will be provided the opportunity to make a statement at the
Meeting. There have been no disagreements between the Company and Arthur
Andersen LLP concerning any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which were not
resolved to the satisfaction of Arthur Andersen LLP.
ANNUAL REPORT TO SHAREHOLDERS
A copy of the 2000 Annual Report to Shareholders, including financial
statements, has been forwarded to all record shareholders entitled to vote at
the Meeting. If any recipient of this Proxy Statement has not received a copy of
that Annual Report, please notify Daniel P. Svilar, 877 North 8th West,
Riverton, WY 82501, telephone (307) 856-9271, and the Company will send a copy.
SHAREHOLDERS' PROPOSALS
The next Annual Meeting of Shareholders is expected to be held in December
of 2001. Shareholder proposals for nominees to the Board of Directors and other
proposals to be presented at the next Annual Meeting of Shareholders, must be
received in writing by the Company at its offices in Riverton, Wyoming,
addressed to the President, no later than June 30, 2001.
OTHER MATTERS
The Board does not know of any other matters which may properly come before
the Meeting. However, if any other matters properly come before the Meeting, it
is the intention of the appointees named in the enclosed form of Proxy to vote
said Proxy in accordance with their best judgment on such matters.
Your cooperation in giving these matters your immediate attention, and in
returning your Proxy promptly, will be appreciated.
By Order of the Board of Directors
CRESTED CORP.
/s/ Daniel P. Svilar
DANIEL P. SVILAR, Secretary
Dated: November 8, 2000
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PROXY CRESTED CORP. PROXY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned shareholder of
Crested Corp. (the "Company") in the amount noted below, hereby constitutes and
appoints Messrs. John L. Larsen and Daniel P. Svilar, or either of them with
full power of substitution, as attorneys and proxies, to appear, attend and vote
all of the shares of stock standing in the name of the undersigned at the Annual
Meeting of the Company's shareholders to be held at the Company's offices on
Friday, December 8, 2000 at 10:00 a.m., local time, or at any adjournments
thereof upon the following:
(INSTRUCTION: Mark only one box as to each item.)
1. Election of Directors:
_FOR the nominees listed below _AGAINST the nominees listed below _ABSTAIN
John L. Larsen Max T. Evans Daniel P. Svilar
Michael D. Zwickl Kathleen R. Martin
(TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE, DRAW A LINE THROUGH THE NAME
OF THAT NOMINEE.)
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Meeting.
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PROXY CRESTED CORP. PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. THE SHARES REPRESENTED
HEREBY WILL BE VOTED AS SPECIFIED HEREON WITH RESPECT TO THE ABOVE PROPOSALS.
WHERE NO VOTE IS SPECIFIED, THE PROXYHOLDER WILL CAST VOTES FOR THE ELECTION OF
MANAGEMENT'S NOMINEES AND, IN THEIR DISCRETION ON ANY OTHER MATTERS THAT MAY
COME BEFORE THE MEETING.
Sign your name exactly as it appears on the mailing label below. It is
important to return this Proxy properly signed in order to exercise your right
to vote, if you do not attend in person. When signing as an attorney, executor,
administrator, trustee, guardian, corporate officer, etc., indicate full title
as such.
-----------------------------------------
(Sign on this line - joint holders may
sign appropriately)
---------- --------------------------
(Date) (Number of Shares)
PLEASE NOTE: Please sign, date and place
this Proxy in the enclosed self-
addressed, postage prepaid envelope and
deposit it in the mail as soon as
possible.
Please check if you are planning to
attend the meeting __
If the address on the mailing label is
not correct, please provide the correct
address in the following space.
-----------------------------------------
-----------------------------------------
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