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, 1996 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
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(Exact name of registrant as specified in its charter)
Colorado 83-0214117
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
877 North 8th West, Riverton, WY 82501
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(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
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(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 1996 were $1,200.
<PAGE>
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 August 26, 1996
- ------------------------------ -------------------------------
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 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.
<PAGE>
(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
<PAGE>
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 owned a 25% interest in a joint venture, which
held (until fiscal 1994) 168 unpatented lode mining claims in the
Colorado Mineral Belt. The joint venturers were 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.
<PAGE>
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 26, 1996.
(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 $10,800 to a working capital deficit
of $4,700 during fiscal 1996. 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.
<PAGE>
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 1996 Compared with Fiscal 1995
Revenues from interest earned on cash held in interest bearing
accounts increased slightly by $200 to $1,200 for fiscal 1996.
Expenses increased by a nominal amount of $100 during fiscal 1996
due to slightly higher administration costs associated with stock
transfer fees, audits and filing fees.
The Registrant recorded a net loss of $10,800 for fiscal 1996 as
compared to a net loss of $10,900 for fiscal 1995. There was no
significant change in revenues and expenses during 1996.
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).
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, 1996, and the
related statements of operations, shareholders' equity and cash
flows for each of the two years in the period ended May 31, 1996.
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, 1996, and the results of its
operations and its cash flows for each of the two years in the
period ended May 31, 1996, 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 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 16, 1996
<PAGE>
RUBY MINING COMPANY
BALANCE SHEET
May 31, 1996
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 35,700
Other assets 300
----------
36,000
INVESTMENTS (Notes B and C) 341,500
PROPERTY AND EQUIPMENT, at cost:
Mining equipment (Note B) 39,600
Less accumulated depreciation (31,600)
----------
8,000
----------
$ 385,500
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----------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Director fees payable (Note C) $ 10,400
Accounts payable - affiliates 30,300
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40,700
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 (550,200)
Unrealized holding gain on investments
(Note C) 262,600
----------
344,800
----------
$ 385,500
----------
----------
The accompanying notes to financial statements are
an integral part of this balance sheet.
<PAGE>
RUBY MINING COMPANY
STATEMENTS OF OPERATIONS
Year Ended May 31,
-----------------------
1996 1995
---- ----
REVENUES:
Interest $ 1,200 $ 1,000
--------- --------
COSTS AND EXPENSES:
General and administrative (Note C) 12,000 11,900
--------- --------
NET LOSS $ (10,800) $(10,900)
--------- --------
--------- --------
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 these statements.
<PAGE>
RUBY MINING COMPANY
STATEMENTS OF SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
Unrealized
Holding
Additional Gain(Loss) Total
Common Stock Paid-in Accumulated On Shareholders'
Shares Amount Capital Deficit Investments Equity
------ ------ --------- ---------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
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
Net unrealized holding
gain on investments -- -- -- -- 255,200 255,200
Net loss -- -- -- (10,800) -- (10,800)
--------- ------- --------- --------- --------- ---------
Balance, May 31, 1996 9,000,000 $ 9,000 $ 623,400 $(550,200) $ 262,600 $ 344,800
--------- ------- --------- --------- --------- ---------
--------- ------- --------- --------- --------- ---------
</TABLE>
The accompanying notes to financial statements are
an integral part of these statements.
<PAGE>
RUBY MINING COMPANY
STATEMENTS OF CASH FLOWS
Year Ended May 31,
-----------------------
1996 1995
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (10,800) $ (10,900)
Adjustments to reconcile net loss to
net cash provided by (used in)
operating activities:
Increase in accounts payable 11,700 8,100
--------- ---------
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES 900 (2,800)
--------- ---------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 900 (2,800)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 34,800 37,600
--------- ---------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 35,700 $ 34,800
--------- ---------
SUPPLEMENTAL DISCLOSURES OF NONCASH ACTIVITY:
Changes in market
value of investments $ 255,200 $ 16,000
--------- ---------
--------- ---------
No interest or income taxes were paid in the years ended May 31, 1996 and
1995.
The accompanying notes to financial statements are
an integral part of these statements.
<PAGE>
RUBY MINING COMPANY
NOTES TO FINANCIAL STATEMENTS
May 31, 1996 and 1995
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.
The Company currently has no operating activities, but
continues to incur losses from general and administrative expenses
and has a significant accumulated deficit. These expenses are
projected to exceed investment interest revenues again in fiscal
1997. 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
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
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.
<PAGE>
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.
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.
<PAGE>
C. INVESTMENTS AND RELATED PARTY TRANSACTIONS
U.S. Energy Corp. (USE), a 26.7% shareholder, and its
subsidiary, Crested Corp., provide certain management and
administrative services to the Company under a management
agreement. Charges for these services were $6,000 per annum for
1996 and 1995.
The Company has accrued fees of $10,400 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, but not controlled companies as follows:
May 31, 1996
---------------------
Fair
Market
Cost Value
-------- ---------
U.S. Energy Corp. $51,200 $262,200
Crested Corp. 27,700 79,300
-------- ---------
$78,900 $341,500
-------- ---------
-------- ---------
The aggregate fair market value of the marketable equity
securities increased $255,200 from June 1, 1995 to May 31, 1996.
The net aggregate unrealized holding gain on investments at May 31,
1996 was $262,600.
<PAGE>
D. Income Taxes
There are no taxes currently payable at May 31, 1996.
The following table reconciles the Company's effective income
taxes to statutory federal income taxes:
May 31,
----------------------
1996 1995
---- ----
Federal income tax benefit
at statutory rates $ (3,700) $(13,000)
Less valuation allowance 3,700 13,000
-------- --------
Effective tax $ -- $ --
-------- --------
-------- --------
As of May 31, 1996, the Company had net operating loss ("NOL")
carryforwards available of approximately $646,000 which expire
beginning in 1997 through 2011.
The components of deferred taxes as of May 31, 1996 are as
follows:
Deferred tax assets:
Tax effect of NOL carryforwards $ 220,000
Valuation allowance (220,000)
---------
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, 1995 due to the current year NOLs
generated.
<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 64 CEO, President, Treasurer
and a Director since
February 1971.
Harold F. Herron 43 Assistant Secretary since
August 1979, Director since
July 1980 and Secretary
since May 1991.
George F. Smith 61 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
former 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, 1995 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,
1995 through May 31, 1996, 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, 1996, to the chief
executive officer:
<PAGE>
SUMMARY COMPENSATION TABLE(i)(ii)
Annual Compensation
Name and Principal Position Year Salary Bonus
- --------------------------- ---- ----- -----
John L. Larsen, CEO 1996 -0- -0-
1995 -0- -0-
1994 -0- -0-
(i) During fiscal 1996, no cash compensation was paid to the
executive officers.
(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 ($10,400 for periods prior to June 1,
1989). However, for the past several years these amounts have not
been paid and have been waived by the directors. It is anticipated
that the directors will again waive these fees for fiscal 1997.
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.
<PAGE>
(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.
Amount and
nature of
Name and address beneficial Percent
Title of Class of beneficial owner 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.
<PAGE>
Amount and
nature of
Name and address beneficial Percent
of beneficial owner Title of Class ownership of 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
Harold F. Herron Ruby Mining Company 2,400,400(3) 26.7%
3425 Riverside Drive common stock $.001
Riverton, WY 82501 par value
George F. Smith Ruby Mining Company -0- 0.0%
1602 East Pershing common stock, $.001
Riverton, WY 82501 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
(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.
(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.
<PAGE>
(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 29, 1996 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 29, 1996 By: s/ John L. Larsen
------------------------------
JOHN L. LARSEN, Director
Date: August 29, 1996 By: s/ George F. Smith
------------------------------
GEORGE F. SMITH, Director
Date: August 29, 1996 By: s/ Harold F. Herron
------------------------------
HAROLD F. HERRON, Director
Date: August 29, 1996 By: s/ Robert Scott Lorimer
------------------------------
ROBERT SCOTT LORIMER,
Principal Financial Officer
and Chief Accounting Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE RUBY MINING COMPANY FORM 10-KSB AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENT.
</LEGEND>
<CIK> 0000085684
<NAME> RUBY MINING COMPANY
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAY-31-1996
<PERIOD-START> JUN-01-1995
<PERIOD-END> MAY-31-1996
<CASH> 35,700
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 300
<PP&E> 39,600
<DEPRECIATION> (31,600)
<TOTAL-ASSETS> 385,500
<CURRENT-LIABILITIES> 40,700
<BONDS> 0
0
0
<COMMON> 9,000
<OTHER-SE> 335,800
<TOTAL-LIABILITY-AND-EQUITY> 385,500
<SALES> 0
<TOTAL-REVENUES> 1,200
<CGS> 0
<TOTAL-COSTS> 12,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (11,700)
<INCOME-TAX> 0
<INCOME-CONTINUING> (11,700)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (11,700)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
