FORM 10-KSB
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
[X] Annual report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934[Fee Required] for the fiscal year
ended May 31, 1995 or
[ ] Transition report pursuant to section 13 or 15(d) of
the Securities Exchange Act of 1934[No Fee Required]
for the transition period from to
Commission file number 0-7501
RUBY MINING COMPANY
(Exact name of registrant as specified in its charter)
Colorado 83-0214117
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
877 North 8th West
Riverton, WY 82501
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: (307) 856-9278
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES X NO
Indicate by check mark if disclosure of delinquent filers, pursuant to
Item 405 of Regulation S-K is not contained herein and will not be
contained, to the best of the Registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this
Form 10-KSB or any amendment to this Form 10-KSB. [ X ]
Registrant's revenues in fiscal year 1995 were 1,000.
There is no established trading market for the Registrant's voting stock
and as a result the aggregate market value of shares of that stock held by
non-affiliates of the Registrant can not be accurately estimated. The
Registrant has securities of only one class of stock (common) outstanding.
Class Outstanding at September 5, 1995
Common Stock, $0.001 par value 9,000,000 shares
Documents incorporated by reference: None.
Transitional Small Business Disclosure Format: YES ___ NO X
<PAGE>
PART I
ITEM I. DESCRIPTION OF BUSINESS
(a)(1) Business Development.
Ruby Mining Company ("Registrant" or "Company") was incorporated under the
laws of the State of Colorado on February 16, 1971. The Registrant has
been engaged in the general minerals business, which includes the
acquisition, exploration and development and/or sale or lease of mineral
properties and the purchase and lease of mineral exploration and mining
equipment. The Registrant's minerals activity has been conducted both
directly, and indirectly through various joint ventures with both
affiliated and non-affiliated entities. The Registrant held interests in
various mining properties located near Crested Butte, Colorado, a portion
of which were owned directly and a portion of which were subject to a Joint
Venture Agreement entered into in 1977. Until fiscal 1994, this venture
held 168 unpatented mining claims in the Colorado Mineral Belt. These
claims were abandoned in fiscal 1994. The Registrant intends to examine
opportunities for the joint venture to acquire other mineral properties or
interests therein, as warranted. The Registrant owns various mining
equipment.
(a)(2) The Registrant has not been involved in any bankruptcy,
receivership or similar proceedings in the last three last fiscal years.
(a)(3) In the last three fiscal years, the Registrant did not engage in
any material reclassification, merger or consolidation, nor did it acquire
or dispose of any material amount of assets otherwise than in the ordinary
course of business.
(b) Business of Issuer.
(b)(1) During the three most recent fiscal years, the Registrant has been
devoting its resources primarily to examining various mineral properties.
The Registrant operates in one business segment, the location, acquisition,
exploration, sale or lease and/or development of natural resource
properties.
(b)(2) The Registrant's business activities in the past have included its
participation in the USECC Joint Venture (a joint venture with its
controlling shareholder, U.S. Energy Corp. ("USE"), and USE's subsidiary,
Crested Corp. ("Crested")), and other affiliates of USE and Crested. The
Registrant is no longer a party to any USECC Joint Venture activities, or
other activities with USE or Crested affiliates, although such Venture
provides certain management services. See Item 6 "Management's Discussion
and Analysis of Financial Condition and Results of Operations."
(b)(3) There has not been a public announcement of, nor has the
Registrant otherwise publicized a new product or industry segment which
would require the investment of a material amount of the assets of the
Registrant, or that is otherwise material.
(b)(4) The evaluation and acquisition of base and precious metals mining
properties and oil and gas properties is a highly competitive business.
There are numerous companies involved in this business, many of which are
larger than the Registrant.
(b)(5) The Registrant's business is not dependent upon the supply of raw
materials.
(b)(6) The Registrant's business is not dependent upon any single or a
few customers; during the most recently completed fiscal year the
Registrant received all of its revenues from interest earned on cash
assets.
(b)(7) The Registrant holds no patents, trademarks, licenses, franchises,
concessions, royalty agreements or labor contracts and does not consider
such property rights to be important to its operations.
(b)(8) Mining operations are subject to statutory and agency requirements
which address various issues, including (i) environmental permitting and
ongoing compliance costs, supervised by the EPA and state agencies (e.g.,
the Colorado department of Environmental Quality), for water and air
quality, hazardous waste, etc.; (ii) mine safety and OSHA generally; and
(iii) wildlife (Department of Interior for migratory fowl if attractive
standing water is involved in operations); and (iv) nuclear and radioactive
materials (generally, the Nuclear Regulatory Commission, which preempts
state regulation in such matters).
The Registrant presently has no operations requiring government approval,
and no applications for any approval are pending or planned at Report date.
(b)(9) Because any mining operations of the Registrant would be subject
to at least some of the requirements discussed in (b)(8) above, the
commencement of such operations would be delayed pending agency approval
(or a determination that approval is not required because of size, etc.) or
the project might even be abandoned due to prohibitive costs (water
treatment facilities for mine water discharge might be too expensive for
the projected cash flow from the property).
Generally, the effect of current or probable governmental regulations on
the Registrant cannot be determined until a specific project is undertaken
by the Registrant.
(b)(10) The Registrant has made no direct expenditures for company-
sponsored research and development activities, nor has it been connected
with customer-sponsored research and development projects.
(b)(11) Federal, state and local provisions regulating the discharge of
material into the environment, or otherwise relating to the protection of
the environment, such as the Clean Air Act, Clean Water Act, the Resource
Conservation and Recovery Act, and the Comprehensive Environmental Response
Liability Act ("Superfund") affect minerals operations. For mining
operations in Colorado applicable environmental regulation includes a
permitting process for mining operations, an abandoned mine reclamation
program and a permitting program for industrial development and siting.
Corresponding statutes exist in most other jurisdictions and would be
expected to affect any mining operations undertaken by the Registrant.
Compliance with these laws and any regulations adopted thereunder can make
the development of mining claims prohibitively expensive, thereby
frustrating the sale or lease of properties, or curtailing profits or
royalties which might have been received therefrom. The Registrant
believes it is in compliance in all material respects with all rules, laws
and regulations promulgated by the various federal, state and local
agencies applicable to its current activities, but it cannot anticipate
what new regulations of this type might be proposed and adopted, or what
the resulting effect on its capital expenditures, earnings and competitive
position may be.
(b)(12) The Registrant has no full-time employees.
ITEM 2. DESCRIPTION OF PROPERTY
2(a) Description of Property
Mineral Properties
Until fiscal 1994, the Registrant owned 153 unpatented lode mining claims
located in the Ruby Mining District about five miles west of the town of
Crested Butte, Gunnison County, Colorado. These claims were abandoned in
fiscal 1994.
Joint Venture Properties
The Registrant also owns a 25% interest in a joint venture, which held
(until fiscal 1994) 168 unpatented lode mining claims in the Colorado
Mineral Belt. The remaining joint venturers are USE, Crested, and certain
mining exploration limited partnerships, and NUPEC Resources, Inc. These
claims were abandoned in fiscal 1994, and the joint venture is inactive.
Other Properties
USE and Crested provide management services to the Registrant for $500 per
month. Management services include managerial, legal, accounting,
geological and secretarial services. The Registrant has the use of the
common area of some 3,500 square feet of the Glen L. Larsen Building, owned
by the USECC Joint Venture, located at 877 North 8th West in Riverton, WY.
Those facilities are adequate for the Registrant's executive offices.
2(b) Investment Policies. Not Applicable.
2(c) Description of Real Estate and Operating Data. Not Applicable.
ITEM 3. LEGAL PROCEEDINGS.
The Registrant is not engaged in any legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to the Registrant's security holders during the
final quarter of the most recently completed fiscal year.
PART II
ITEM 5. MARKET PRICE OF AND DIVIDENDS FOR THE REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS.
(a)(1) Market Information.
There is no established trading market for the Registrant's common stock,
which trades infrequently, if at all, in the over-the-counter market. The
Registrant has been unable to establish that there was trading in the stock
during the past two years or determine whether any price quotations or sale
prices may have been provided during that period.
(b) The Registrant had approximately 2,500 record holders of its common
stock at August 24, 1994.
(c) The Registrant has paid no dividends with respect to its common
stock. There are no contractual restrictions on the Registrant's present
or future ability to pay dividends.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following is management's discussion and analysis of significant
factors which have affected the Registrant's liquidity, capital resources
and results of operations during the periods specified.
LIQUIDITY AND CAPITAL RESOURCES
Working capital decreased by $10,000 to $6,100 during fiscal 1995. The
decrease in working capital was a result of the Company using cash to pay
general and administrative expenses of $2,800. These cash expenditures
were primarily associated with audits and associated reporting to
regulatory agencies. The other component of the decrease in working
capital was an increase of $8,100 in accounts payable to affiliates. This
increase was as a result of a $6,000 management fee due USECC Joint Venture
("USECC") for managerial, legal, accounting, secretarial, geologic and
reporting services. USECC is a joint venture between U.S. Energy Corp.
("USE"), a 27% shareholder of the Company, and Crested Corp., a USE
subsidiary.
Commitments for the Company's cash resources include its ongoing general
and administrative expenses, and a management fee of $500 per month to
USECC.
Sources of working capital are cash on hand and cash invested in interest
bearing accounts. It is anticipated that the Registrant will not have any
capital expenditures during fiscal 1996; however, the Registrant would need
additional capital to acquire and develop new properties, and continue
operating long-term. Sources of capital could come from either liquidation
of investment assets or negotiation with USECC for a reduction to the
payable amounts. No assurance can be given that such events will occur.
RESULTS OF OPERATIONS
Fiscal 1995 Compared with Fiscal 1994: During fiscal 1995, revenue
increased by $100 to $1,000. All revenues for fiscal 1995 and 1994 were
interest earned on monies held in interest bearing accounts.
General and administrative expenses decreased by $1,100 during fiscal 1995,
due to reduced audit fees.
As a result of the reduction in costs mentioned above, and the absence of
any write off in fiscal 1995, the loss for fiscal 1995 was $10,900
(compared to a loss from operations of $61,300 during fiscal 1994).
Fiscal 1994 Compared With Fiscal 1993: Interest revenues for the year ended
May 31, 1994 increased $100 from the prior year.
General and administrative expenses decreased by $2,900 due to declines in
both professional fees and filing fees, but this decrease was more than
offset by the fiscal 1994 write off of $49,200 for abandoned mineral
properties, which were determined to be uneconomic in light of the revised
1872 Mining Law's requirement of $100 cash annual per claim holding costs
for federal unpatented lands.
ITEM 7. FINANCIAL STATEMENTS
Financial statements for the Registrant follow.
<PAGE>
Report of Independent Public Accountants
To the Board of Directors and Shareholders of
Ruby Mining Company:
We have audited the accompanying balance sheet of Ruby Mining Company (a
Colorado corporation) as of May 31, 1995, and the related statements of
operations, shareholders' equity and cash flows for each of the two years
in the period ended May 31, 1995. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Ruby Mining Company as
of May 31, 1995, and the results of its operations and its cash flows for
each of the two years in the period ended May 31, 1995, in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that Ruby
Mining Company will continue as a going concern. As discussed in Note A to
the financial statements, the Company has suffered recurring losses, has no
significant current operations and has a significant accumulated deficit,
matters that raise substantial doubt about its ability to continue as a
going concern. Management's plans in regard to these matters are also
described in Note A. The financial statements do not include any
adjustments relating to the recoverability and classification of asset
carrying amounts or the amount and classification of liabilities that might
result should the Company be unable to continue as a going concern.
As discussed in Notes B and C to the financial statements, effective June
1, 1994, the Company changed its method of accounting for certain
investments.
ARTHUR ANDERSEN LLP
Denver, Colorado,
August 28, 1995
<PAGE>
RUBY MINING COMPANY
<TABLE>
BALANCE SHEET
May 31, 1995
ASSETS
<S> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 34,800
Other assets 300
__________
35,100
INVESTMENTS (Notes B and C) 86,300
PROPERTY AND EQUIPMENT, at cost:
Mining equipment 39,600
Less accumulated depreciation (31,600)
__________
8,000
__________
$ 129,400
__________
</TABLE>
<TABLE>
LIABILITIES AND SHAREHOLDERS' EQUITY
<S> <C>
CURRENT LIABILITIES:
Director fees payable (Note C) $ 10,400
Accounts payable - affiliates 18,600
__________
29,000
SHAREHOLDERS' EQUITY:
Common stock, $.001 par value;
authorized, 20,000,000 shares; issued
and outstanding, 9,000,000 shares 9,000
Additional paid-in capital 623,400
Accumulated deficit (539,400)
Unrealized holding gain on investments 7,400
__________
100,400
__________
$ 129,400
__________
The accompanying notes to financial statements are an integral part of this
balance sheet.
</TABLE>
<PAGE>
<TABLE>
RUBY MINING COMPANY
STATEMENTS OF OPERATIONS
<CAPTION>
Year Ended May 31,
1995 1994
<S> <C> <C>
REVENUES:
Interest $ 1,000 $ 900
________ ________
COSTS AND EXPENSES:
General and administrative (Note C) 11,900 13,000
Write down of mineral property -- 49,200
________ ________
11,900 62,200
________ ________
NET LOSS $ (10,900) $ 61,300)
________ ________
NET LOSS PER SHARE $ * $ *
________ ________
WEIGHTED AVERAGE SHARES
OUTSTANDING 9,000,000 9,000,000
________ ________
* Less than $.01 per share.
The accompanying notes to financial statements are an integral part of this
balance sheet.
</TABLE>
<PAGE>
<TABLE>
RUBY MINING COMPANY
STATEMENTS OF SHAREHOLDERS' EQUITY
<CAPTION>
Additional Unrealized Holding Total
Common Stock Paid-in Accumulated Gain (Loss) On Shareholders'
Shares Amount Capital Deficit Investments Equity
<S> <C> <C> <C> <C> <C> <C>
Balance, May 31, 1993 9,000,000 $ 9,000 $ 623,400 $ (467,200) $ -- $ 165,200
Temporary decline
in market value
of investments -- -- -- -- (8,600) (8,600)
Net loss -- -- -- (61,300) -- (61,300)
_________ _________ ___________ __________ _________ ___________
Balance, May 31, 1994 9,000,000 9,000 623,400 (528,500) (8,600) 95,300
Net unrealized holding
gain on investments -- -- -- -- 16,000 16,000
Net loss -- -- -- (10,900) -- (10,900)
__________ _________ ___________ __________ _________ ___________
Balance, May 31, 1995 9,000,000 $ 9,000 $ 623,400 $ (539,400) $ 7,400 $ 100,400
__________ _________ ___________ __________ _________ ___________
The accompanying notes to financial statements are an integral part of this balance sheet.
</TABLE>
<PAGE>
<TABLE>
RUBY MINING COMPANY
STATEMENTS OF CASH FLOWS
<CAPTION>
Year Ended May 31,
1995 1994
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (10,900) $ (61,300)
Adjustments to reconcile net loss to
net cash used in operating activities:
Write down of mineral property -- 49,200
Increase in accounts payable 8,100 8,800
Decrease in accounts receivable -- 2,200
________ ________
NET CASH USED IN OPERATING ACTIVITIES (2,800) (1,100)
________ ________
NET DECREASE IN CASH
AND CASH EQUIVALENTS (2,800) (1,100)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 37,600 38,700
________ ________
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 34,800 $ 37,600
________ ________
SUPPLEMENTAL DISCLOSURES OF NONCASH ACTIVITY:
Changes in market
value of investments $ 16,000 $ (8,600)
________ ________
No interest or income taxes were paid in the years ended May 31, 1995 and 1994.
The accompanying notes to financial statements are an integral part of this balance
sheet.
</TABLE>
<PAGE>
RUBY MINING COMPANY
NOTES TO FINANCIAL STATEMENTS
May 31, 1995 and 1994
A. BUSINESS ORGANIZATION AND GOING CONCERN
Ruby Mining Company (the "Company") was incorporated in the State of
Colorado on February 16, 1971, to engage in the acquisition, exploration
and development and/or sale or lease of mineral properties and the purchase
and lease of mineral exploration and mining equipment. During fiscal 1994,
the Company determined that all remaining mining claims, with a cost of
$49,200, had no remaining economic value and abandoned the claims. During
fiscal 1995 the Company did not acquire or lease any additional mineral or
oil and gas properties.
The Company has continued to incur losses from operations and has a
significant accumulated deficit. Operating costs are projected to continue
to exceed revenues in 1996. Management continues to analyze the viability
of the Company and its future. There is doubt as to whether the Company
will continue as a going concern. However, the Company has no commitments
for capital expenditures in the next year and believes its available cash
is sufficient to fund next year's obligations, primarily for general and
administrative expenses.
B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Property and Equipment
The Company capitalizes all costs related to the acquisition,
exploration and development of mineral properties. Capitalized costs are
charged to operations when the properties are determined to have declined
in value or have been abandoned. The Company currently has no operations
or mineral properties.
Depreciation of mining equipment is provided by the straight-line method
over the estimated useful lives of the related assets. All mining
equipment owned by the Company is fully depreciated with a remaining
salvage value of $5,000. Other remaining assets have a book value of
$3,000.
Investments
The Company adopted Statement of Financial Accounting Standards No. 115
("SFAS No. 115") "Accounting for Certain Investments in Debt and Equity
Securities" in fiscal 1995. Based on the provisions of SFAS No. 115, the
Company accounts for marketable equity securities as available-for-sale
securities. Available-for-sale securities are measured at fair value, with
unrealized holding gains and losses excluded from earnings and reported as
a net amount as a separate component of shareholders' equity until
realized. The net aggregate unrealized holding gain for available-for-sale
securities held at May 31, 1995 was $7,400. No cumulative effect of
accounting change was required at adoption as an allowance of $8,600 had
been recorded as of June 1, 1995.
Net Loss Per Share
Net loss per share is computed using the weighted average number of
common shares outstanding during the period.
Cash and Cash Equivalents
Amounts held by depository institutions in demand deposit accounts are
considered cash and cash equivalents. For purposes of the statements of
cash flow, cash equivalents include all cash investments with original
maturities to the Company of three months or less.
Income Taxes
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards ("SFAS No. 109"), "Accounting For Income
Taxes". This statement requires recognition of deferred income tax assets
and liabilities for the expected future income tax consequences, based on
enacted tax laws, of temporary differences between the financial reporting
and tax bases of assets, liabilities and carryforwards.
SFAS No. 109 requires recognition of deferred tax assets for the
expected future effects of all deductible temporary differences, loss
carryforwards and tax credit carryforwards. Deferred tax assets are then
reduced, if deemed necessary, by a valuation allowance for any tax benefits
which, based on current circumstances, are not expected to be realized.
C. INVESTMENTS AND RELATED PARTY TRANSACTIONS
U.S. Energy Corp. (USE), a 26.7% shareholder, and its subsidiary,
Crested Corp., provides certain management and administrative services to
the Company under a management agreement. Charges for these services were
$6,000 per annum for 1995 and 1994.
The Company has accrued fees to be paid to the Board of Directors for
services performed prior to 1990.
The Company's investments consist of marketable equity securities of
affiliated companies as follows:
May 31, 1995
Fair
Market
Cost Value
U.S. Energy Corp. $ 51,200 $ 67,800
Crested Corp. 27,700 18,500
$ 78,900 $ 86,300
The aggregate fair market value of the marketable equity securities
increased $16,000 from June 1, 1994 to May 31, 1995.
D. Income Taxes
There are no taxes currently payable at May 31, 1995.
The following table reconciles the Company's effective income taxes to
statutory federal income taxes:
May 31,
1995 1994
Federal income tax denefit at
statutory rates $ (13,000) $ (21,000)
Impairment of mining claims -- 17,000
Less valuation allowance 13,000 4,000
_________ _________
Effective tax $ -- $ --
___________ ___________
As of May 31, 1995, the Company had net operating loss ("NOL")
carryforwards available of approximately $635,000 which expire beginning in
1996 through 2010.
The components of deferred taxes as of May 31, 1995 are as follows:
Deferred tax assets:
Tax effect of NOL carryforwards $ 216,000
Valuation allowance (216,000)
___________
Net deferred tax asset $ --
____________
The Company has established a valuation allowance for the full amount of
the NOL carryforwards because, in its present nonoperating state, Company's
ability to generate future taxable income is uncertain. The valuation
allowance increased approximately $4,000 from May 31, 1994.
<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not applicable.
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
(a)(1)(2)(3) Identification of Directors and Executive Officers.
Members of the Registrant's Board of Directors are elected to hold office
until the next annual meeting of shareholders and until their successors
are elected or appointed and qualified. Officers are appointed by the
Board of Directors until a successor is elected and qualified or until
resignation, removal or death. The Registrant's executive officers and
directors are listed below:
NAME AGE POSITION AND TENURE
John L. Larsen 63 CEO, President, Treasurer
and a Director since February 1971.
Harold F. Herron 42 Assistant Secretary since August 1979,
Director since July 1980 and
Secretary since May 1991.
George F. Smith 60 Vice President and Director since May 1986.
No arrangement exists between any of the above officers and directors
pursuant to which any one of those person was elected to such office or
position.
(a)(4) Business Experience. John L. Larsen has been principally employed
as chief executive officer of the Registrant's principal shareholder, USE,
for more than five years. Harold F. Herron has been employed as President
of The Brunton Company ("Brunton"), a subsidiary of USE which manufactures
and/or markets pocket transits, precision and recreational compasses,
knives and binoculars, for more than five years. George F. Smith has been
principally employed as operations manager for USE and Crested for more
than the past five years.
(a)(5) Directorships. John L. Larsen is also a director of USE, Crested,
and Northwest Gold, Inc. ("NWG"). Mr. Herron is also a director of USE and
NWG. Messrs. Larsen, Herron and Smith hold no other directorships of any
other companies with a class of securities registered pursuant to Section
12 of the Exchange Act or that are subject to the requirements of Section
15(d) of such Act, or of any company registered as an investment company
under the Investment Company Act of 1940.
(b) Identification of Certain Significant Employees.
Not applicable.
(c) Family Relationships.
Harold F. Herron is John L. Larsen's son-in-law.
(d) Involvement in Certain Legal Proceedings.
During the past five years, no director, person nominated to become a
director, or executive officer of Registrant:
(1) has filed or had filed against him, a petition under the federal
bankruptcy law or any state insolvency law, nor has any court appointed a
receiver, fiscal agent or similar officer by or against any business of
which such person was a general partner, or any corporation or business
association of which he was an executive officer within two years before
the time of such filing;
(2) was convicted in a criminal proceeding or is the named subject of a
pending criminal proceeding (excluding traffic violations and other minor
offenses);
(3) was the subject of any order, judgment, or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring or suspending him from, or
otherwise limiting his involvement in, any type of business, securities or
banking activities, or
(4) was found by a court of competent jurisdiction in a civil action or
by the Securities and Exchange Commission or the Commodity Futures Trading
Commission to have violated any federal or state securities or commodities
law, and the judgment in such civil action or finding by the Commission has
not been subsequently reversed, suspended or vacated.
Based upon a review of Forms 3 and 4 furnished to the Registrant pursuant
to Rule 16a-3(e) since June 1, 1994 and written representations referred to
in Item 405(b)(2)(i) of Regulation S-K, no directors, officers, beneficial
owners of more than ten percent of the Registrant's common stock, or any
other person subject to Section 16 of the Exchange Act failed for the
period from June 1, 1994 through May 31, 1995, to file on a timely basis,
the reports required by Section 16(a) of the Exchange Act.
ITEM 10. EXECUTIVE COMPENSATION
No executive officer of the Registrant received aggregate cash compensation
from the Registrant in excess of $100,000 during the Registrant's last
fiscal year. The following table contains information with respect to the
aggregate compensation accrued by the Registrant for the fiscal year ended
May 31, 1995, to the chief executive officer:
SUMMARY COMPENSATION TABLE(i)(ii)
Annual Compensation
Name and Principal Position Year Salary Bonus
John L. Larsen, CEO 1994 -0- -0-
1993 -0- -0-
1992 -0- -0-
(i) During fiscal 1995, no cash compensation was paid to the executive
officers; however compensation is due to those persons in their capacities
as the Registrant's directors resulting in an obligation of $3,000 for the
two most recently completed fiscal years, in addition to previously accrued
compensation due directors of $10,400 (for periods prior to June 1, 1989).
(ii) The USECC Joint Venture provides management and administrative
services to the Registrant for a monthly fee of $500. It is estimated that
employees of USE who provide services for the Registrant spend less than
five percent of their time on the affairs of the Registrant.
No cash bonuses were paid by the Registrant to the group of persons
identified in paragraph (a) of Item 9, during the year.
Minimum director fees of $1,500 are owed to the group of individuals
identified in paragraph (a) of Item 9, for services during each fiscal
year. However, for the past several years these amounts have not been paid
and have been waived by the directors.
During the year to be ended May 31, 1996, the Registrant intends to
compensate its Board members and executive officers on a similar basis to
that upon which they were compensated for the year ended May 31, 1995. The
Registrant does not have any annuity, pension, retirement, incentive,
deferred compensation plans, stock option or stock appreciation rights
plans, employment contracts or arrangements whereby any of its executive
officers or directors have been paid or may receive compensation from the
Registrant.
Alternative Pension Plan Disclosure: The Registrant has no defined benefit
or actuarial pension plans.
(c) Option/SAR Grants.
The Registrant has no stock option or stock appreciation rights plans.
(d) Aggregated Option/SAR Exercise and Fiscal Year-End Option/SAR Value.
Not Applicable.
(e) Long Term Incentive Plan ("LTIP") Awards.
Not Applicable.
(f) Compensation of Directors.
(1) Standard Arrangements: The Registrant is obligated to pay each
member of the Board directors' fees of $500 per year and $100 per meeting
attended, together with reasonable travel and lodging expenses. As
discussed above, these fees have been waived by the directors.
(2) Other arrangements: There were no other arrangements pursuant to
which any director of the Registrant was compensated for services as a
director during the fiscal year.
(g) Employment Contracts and Termination of Employment and Change in
Control Arrangements.
The Registrant has no compensatory plan or arrangement, nor are any
payments to be received from the Registrant, with respect to any individual
named in the Table at Item 11(b) for the latest or the next preceding
fiscal year, which compensation results or will result from the
resignation, retirement or any other termination of such individual's
employment with the Registrant or from a change in the individual's
responsibilities following a change in control, in which the amount
involved, including all periodic payments or installments, exceeds
$100,000.
ITEM 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
(a) Security Ownership of Certain Beneficial Owners.
The following table shows the holder known by the Registrant to be the
beneficial owner of more than five percent of the Registrant's common stock
as of report date.
Name and address Amount and nature
Percent
Title of Class of beneficial owner of beneficial ownership of class
Common stock, U.S. Energy Corp. 2,400,000 26.7%
$.001 per value Glen L. Larsen Building
877 North 8th West
Riverton, WY 82501
The listed holder exercises sole voting and investment powers, over the
shares set forth opposite its name.
(b) Security Ownership of Management.
The following table shows, as of August 25, 1995 ownership by the
Registrant's officers and directors, individually and as a group, of
securities of the Registrant and its parent, USE.
AMOUNT AND NATURE PERCENT
OF BENEFICIAL OF
NAME OF DIRECTOR TITLE OF CLASS OWNERSHIP(1) CLASS(2)
John L. Larsen Ruby Mining Company 2,400,000(3) 26.7%
201 Hill Street common stock, $.001
Riverton, WY 82501 par value
U.S. Energy Corp. 1,730,259(4) 7.0%
common stock, $.01
par value
Harold F. Herron Ruby Mining Company 2,400,400(3) 26.7%
3425 Riverside Drive common stock $.001
Riverton, WY 82501 par value
U.S. Energy Corp. 741,296(5) 11.9%
common stock, $.01
par value
George F. Smith Ruby Mining Company -0- 0.0%
1602 East Pershing common stock, $.001
Riverton, WY 82501 par value
U.S. Energy Corp. 96,842(6) 1.6%
common stock, $.01
par value
All officers and Ruby Mining Company 2,400,400(3) 26.7%
directors as a group common stock, $.001
(three persons) par value
U.S. Energy Corp. 1,900,651(7) 29.5%
common stock, $.01
par value
(1) Except as otherwise noted the listed executive officer exercises sole
dispositive and voting powers over the shares set forth opposite his name.
(2) 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 underlining options
held by that person or group.
(3) John L. Larsen and Harold F. Herron are two of six directors of USE
and accordingly, share the dispositive and voting power over the 2,400,000
shares of the Registrant's stock held by USE, with the remaining directors
of USE.
(4) Includes 590,932 USE shares over which Mr. Larsen exercises sole
voting powers, consisting of 348,936 directly owned shares, 20,400 shares
subject to forfeiture, 200,100 shares underlying options and 23,896 shares
held in the USE Employee Stock Ownership Plan ("ESOP") account established
for his benefit. The directly owned shares include 106,000 held in joint
tenancy with Mr. Larsen's wife, over which Mr. Larsen exercises sole
investment and voting powers. Those shares also include 27,500 shares
gifted to his wife, which shares have remained in Mr. Larsen's name. Mr.
Larsen exercises shared voting rights over 900,538 shares, consisting of
734,638 shares held by corporations of which he is a director, and 165,900
shares held by the ESOP which have not been allocated to accounts
established for specific beneficiaries. The shares held by corporations of
which Mr. Larsen is a director consist of 515,359 shares held by Crested,
206,667 shares held by Brunton and 12,612 shares held by the Registrant.
Mr. Larsen shares investment and voting powers with the remaining directors
of Crested, Brunton and the Registrant, as a result of his status as a
director of those corporations, and shares voting powers over unallocated
ESOP shares in his capacity as an ESOP Trustee. Mr. Larsen exercises sole
dispositive rights over 521,536 shares consisting of his directly owned
shares and options, less the 27,500 shares gifted, but not transferred to
his wife. He exercises shared dispositive powers over 1,160,823 shares,
consisting of the 426,185 shares held by the ESOP, and Crested's, Brunton's
and the Registrant's shares, and the 27,500 shares gifted to his wife.
(5) Includes 99,176 shares over which Mr. Herron exercises sole voting
powers, consisting of 71,251 shares held directly by him, 3,000 shares held
as custodian for his minor children, 9,000 shares of which his brother-in-
law is custodian for his minor children, 11,000 which underlie options held
by him and 4,925 shares which are held in an ESOP account established for
his benefit. Mr. Herron exercises shared voting powers over 386,760
shares, consisting of 206,667 shares held by Brunton, 1,581 shares held by
Northwest Gold, Inc. ("NWG"), 12,612 shares held by the Registrant, and
165,900 shares held by the ESOP that have not been allocated to accounts of
plan participants. As a director of Brunton, NWG, and the Registrant, Mr.
Herron shares investment and voting powers with the other directors of
those corporations. He exercises similar powers as an ESOP trustee. Mr.
Herron exercises sole dispositive powers over a total of 94,251 shares,
consisting of the shares held directly by him, the custodial shares and the
shares underlying his options. He exercises shared dispositive powers over
647,045 shares, consisting of the shares held by Brunton, NWG and the
Registrant, and 426,185 shares held by the ESOP.
(6) Mr. Smith exercises sole voting rights with respect to 76,070 shares
including 5,000 shares held directly by him, 31,700 shares held in joint
tenancy with his wife, 8,160 shares subject to forfeiture, 29,700 shares
underlying options and 9,760 shares held by the ESOP in an account
established for his benefit. He shares voting powers over the 12,612
shares held by the Registrant, as a result of his status as director. He
exercises sole dispositive powers over 66,880 shares, consisting of the
shares held directly by him and with his wife in joint tenancy, and the
shares underlying his options. Mr. Smith exercises shared dispositive
powers over the shares subject to forfeiture and the shares hold by the
Registrant.
(7) Members of the group exercise sole voting rights with respect to
766,178 shares consisting of 485,447 shares directly owned, 12,000
custodial shares, 240,800 shares underlying options and 38,491 ESOP shares.
Shared voting rights are exercised with respect to 1,108,786 shares
consisting of the shares held by Crested, Brunton, NWG, the Registrant and
unallocated shares of the ESOP. The shared voting rights are partly
exercised with other members of the group, and partly with other persons.
The group members exercise sole dispositive powers over 682,667 shares
consisting of all shares they exercise sole voting powers over excluding
the 38,491 ESOP shares, the 28,560 shares subject to forfeiture, and the
27,500 shares Mr. Larsen has gifted to his wife that are still in his name.
Dispositive rights are shared over 1,386,901 shares with various persons
and include the shares held by Crested, Brunton, NWG, the Registrant, the
426,185 shares held by the ESOP and the shares subject to forfeiture.
(c) The Registrant is not aware of any pledge of its securities or any
other arrangement which may at a subsequent date result in a change in
control of the Registrant.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
(a)(b) Transactions with Management and Others.
Since June 1, 1991, there were no transactions and there are no proposed
transactions in which the amount involved exceeds $60,000 and in which any
executive officer, nominee or director of the Registrant, any security
holder who is known by the Registrant to hold of record or beneficially
more than five percent of any class of the Registrant's voting securities
or any member of the immediate family of any of the foregoing person, had
or will have a direct or indirect material interest.
(c) Parent Ownership.
USE is the parent corporation of the Registrant and holds 26.7% of the
Registrant's common stock.
(d) Transactions with Promoters.
Not applicable.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits Required to be Filed:
3.1 Articles of Incorporation ...........................[1]
3.2 Amendment to Articles of Incorporation ..............[1]
3.3 By-Laws .............................................[1]
10.1 Joint Venture Agreement - USE, Crested, NUPEC
and Registrant ......................................[2]
[1] Incorporated by reference from the like numbered exhibit
to the Registrant's Annual Report on Form 10-K for the
year ended May 31, 1991.
[2] Incorporated by reference from the exhibit to the
Registrant's November 30, 1990, Quarterly Report on Form 10-Q.
(b) Reports filed on Form 8-K.
During the fourth quarter of the last fiscal year, the Registrant did
not file any reports on Form 8-K.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
RUBY MINING COMPANY
(Registrant)
Date: August 30, 1995 By: s/ John L. Larsen
JOHN L. LARSEN,
Chief Executive Officer
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 thereunto duly authorized.
Date: August 30, 1995 By: s/ John L. Larsen
JOHN L. LARSEN, Director
Date: August 30, 1995 By: s/ George F. Smith
GEORGE F. SMITH, Director
Date: September 5, 1995 By: s/ Harold F. Herron
HAROLD F. HERRON, Director
Date: September 5, 1995 By: s/ Robert Scott Lorimer
ROBERT SCOTT LORIMER,
Principal Financial Officer and
Chief Accounting Officer
