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, 2000 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
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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) 856-9271
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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 1999 were $1,500.
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 June 29, 2000
------------------------------ ----------------------------
Common Stock, $0.001 par value 3,994,027 shares
Documents incorporated by reference: None.
Transitional Small Business Disclosure Format: YES ___ NO X
<PAGE>
PART I
ITEM 1. 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 holds
no mining claim interests. The Registrant intends to examine opportunities for
the joint venture to acquire other mineral properties or interests therein, as
warranted.
(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 not had the
resources to explore 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 principle
shareholder, U.S. Energy Corp. ("USE") a 91.7% shareholder of the Company, 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 on cash assets.
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(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; (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 date of filing.
(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 operation
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.
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ITEM 2. DESCRIPTION OF PROPERTY
-----------------------
2(a) Description of Property
Mineral Properties
None
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.
----------------------------------------------------
A meeting of the shareholders was held at the U.S. Energy Corp. offices at
877 N. 8th W., Riverton, WY on Tuesday, January 25, 2000 commencing at 11:00
a.m.
Proposal No. 1: Election of Directors. It was unanimous that John L.
Larsen, Harold F. Herron and George F. Smith be elected as members of the Board
of Directors.
Proposal No. 2: Reverse stock split, approve the reverse split of the
common stock on a 1 for 20 basis by amending the Articles of Incorporation. For:
16,024,677 (801,234 post split) Against: 506,300 (25,315 post split)
Proposal No. 3: Increase authorized stock, approve amending the Articles of
Incorporation to increase the number of shares of common stock which the
Corporation is authorized to issue, from the current number (20 million) up to
100 million. For: 16,269,377 (8,113,469 post split) Against: 269,100 (13,455
post split)
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Proposal No. 4: Eliminate personal liability of Directors, approve amending
the Articles of Incorporation to eliminate the personal liability of the
Directors to the Company and its shareholders under certain circumstances. For:
15,950,202 (797,510 post split) Against: 558,175 (27,909 post split)
Proposal No. 5: Reduce voting requirements, approve amending the Articles
of Incorporation to eliminate the two-thirds approval voting requirement for
sale, lease or exchange of assets, and make such and similar transactions, and
amendments to the Articles of Incorporation, subject only to the requirements of
Colorado law. For: 14,593,431 (729,672 post split) Against: 567,415 (28,371 post
split)
PART II
ITEM 5. MARKET PRICE OF AND DIVIDENDS FOR THE REGISTRANT'S COMMON
---------------------------------------------------------
STOCK AND RELATED SECURITY HOLDER MATTERS.
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(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 6, 1999.
(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
During the year ended May 31, 2000 the Company's working capital increased from
a working capital deficit of $43,400 to working capital of $28,000. This
increase came as a result of the Company retiring all of its debt to its parent
U.S. Energy Corp. ("USE") by issuing shares of its common stock to USE.
Commitments for the Company's cash resources include its ongoing general
administrative expenses and a management fee of $500 per month to a partnership
between USE and its affiliate Crested Corp., USECC Joint Venture. ("USECC")
The Company does not anticipate that it will generate revenue from
operations during the next fiscal year. Sources of working capital are cash on
hand and cash invested in interest bearing accounts and proceeds from the sale
of investments if necessary. It is anticipated that the Company will not have
any capital expenditures during fiscal 2001. The Company 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,
equipment. No assurance can be given that such events will occur.
5
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During a Special Meeting of the Shareholders during the third quarter of
fiscal 2000, the shareholders authorized a reverse stock split on a 20 for 1
basis. This reverse stock split reduced the number of outstanding shares of the
Company's common stock to 450,000 shares. Also during fiscal 2000, the
Company issued 3,544,027 shares of common stock to retire $100,400 of debt to
USE which retired all debt to USE or its affiliates. At the conclusion of the
stock for debt transactions USE owns 91.7% of the outstanding shares of the
Company at May 31, 2000 as compared to 26.7% at May 31, 1999.
RESULTS OF OPERATIONS
Fiscal 2000 Compared with Fiscal 1999
The Company had no revenues from operations during the years ended May 31, 2000
and May 31, 1999. The Company did, however, record $1,600 and $1,500 in interest
income earned on monies held in interest bearing accounts during the years ended
May 31, 2000 and May 31, 1999, respectively.
General and administrative costs increased by $13,900 during fiscal 2000 from
fiscal 1999. This increase in general and administrative expenses is due
primarily to an increase in the cost of professional services for the annual
Shareholders meeting and reverse stock split.
The Company's operations consist primarily of administrative activities
associated with the preparation of various reports and documents as required by
law.
Operations resulted in losses of $29,000 and $15,200 during the years ended May
31, 2000 and May 31, 1999, respectively.
ITEM 7. FINANCIAL STATEMENTS
--------------------
Financial statements meeting the requirements of Regulation S-B follow.
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Report of Independent Public Accountants
To the Shareholders of Ruby Mining Company:
We have audited the accompanying balance sheet of RUBY MINING COMPANY (a
Colorado corporation) as of May 31, 2000, and the related statements of
operations, shareholders' equity and cash flows for each of the two years in the
period ended May 31, 2000. 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 auditing standards generally accepted
in the United States. 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, 2000, and the results of its operations and its cash flows for each of the
two years in the period ended May 31, 2000, in conformity with accounting
principles generally accepted in the United States.
The accompanying financial statements have been prepared assuming that the
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.
ARTHUR ANDERSEN LLP
Denver, Colorado,
June 29, 2000
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RUBY MINING COMPANY
BALANCE SHEET
May 31, 2000
ASSETS
<TABLE>
<S> <C>
CURRENT ASSETS:
Cash and cash equivalents (Note B) $ 38,400
INVESTMENTS (Notes B and C) 45,700
PROPERTY AND EQUIPMENT, at cost:
Mining equipment 39,600
Less: accumulated depreciation (31,700)
7,900
$ 92,000
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Director fees payable (Note C) $ 10,400
SHAREHOLDERS' EQUITY: (Note D)
Common stock, $.001 par value;
100,000,000 authorized shares;
3,994,027 shares issued
and outstanding 4,000
Additional paid-in capital 728,800
Accumulated deficit (618,000)
Accumulated other comprehensive loss
(Note C) (33,200)
81,600
$ 92,000
</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.
8
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RUBY MINING COMPANY
STATEMENTS OF OPERATIONS
Year Ended May 31,
-----------------------------
2000 1999
---- ----
REVENUES:
Interest $ 1,600 $ 1,500
COSTS AND EXPENSES:
General and administrative expenses 30,600 16,700
--------- -------
NET LOSS $ (29,000) $(15,200)
========= =======
NET LOSS PER SHARE, BASIC AND DILUTED $ (.02) $ (.03)
========= =======
BASIC AND WEIGHTED AVERAGE SHARES
OUTSTANDING 1,371,363 450,000
========= =======
The accompanying notes to financial statements
are an integral part of these statements.
9
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<TABLE>
RUBY MINING COMPANY
STATEMENT OF SHAREHOLDERS' EQUITY
<S> <C> <C> <C> <C> <C> <C> <C>
Additional Accumulated Total
Common Stock Paid-in Comprehensive Accumulated Other Stockholders
Shares Amount Capital Income Deficit Comprehensive Loss Equity
------ ------ ------- ------ ------- ------------------ ------
Balance, May 31, 1998 450,000 $ 500 $631,900 $ -- $(573,800) $ 24,900 $ 83,500
Comprehensive Income:
Net Loss -- -- -- (15,200) (15,200) -- (15,200)
Other Comprehensive Loss:
Unrealized holding
loss on investments -- -- -- (33,200) -- (33,200) ( 33,200)
-------
Comprehensive Loss -- -- -- (48,400) -- -- --
--------- ------ ---------- ======= -------- -------- -------
Balance, May 31, 1999 450,000 500 631,900 (589,000) (8,300) 35,100
Issuance of shares to retire debt
to affiliate 3,544,027 3,500 96,900 -- -- -- 100,400
Comprehensive Income:
Net Loss -- -- -- (29,000) (29,000) -- (29,000)
Other Comprehensive Loss:
Unrealized holding
loss on investments -- -- -- (24,900) -- (24,900) (24,900)
-------
Comprehensive Loss -- -- -- $(53,900) -- -- --
--------- ------ ------- ======= -------- -------- -------
Balance, May 31, 2000 3,994,027 $ 4,000 $728,800 $(618,000) $ (33,200) $ 81,600
========= ====== ======= ======== ======== =======
The accompanying notes to financial statements are an integral part of these statements.
</TABLE>
10
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RUBY MINING COMPANY
STATEMENTS OF CASH FLOWS
Year Ended May 31,
-----------------------------
2000 1999
---- ----
<TABLE>
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(29,000) $(15,200)
Adjustments to reconcile net loss to
net cash provided by
operating activities:
Increase in accounts payable 30,600 16,700
------- -------
NET CASH PROVIDED BY
OPERATING ACTIVITIES 1,600 1,500
------- -------
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 36,800 35,300
------- -------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 38,400 $ 36,800
======= =======
SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITY:
Issuance of common stock
to pay off indebtedness $100,300 $ --
======= =======
Change in market
value of investments $(24,900) $(33,200)
======= =======
</TABLE>
No interest or income taxes were paid in the years ended May 31, 2000 and
1999.
The accompanying notes to financial statements
are an integral part of these statements.
11
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RUBY MINING COMPANY
NOTES TO FINANCIAL STATEMENTS
May 31, 2000
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. Expenses are
projected to exceed interest income again in 2001. Management continues to
analyze the viability of the Company and its future. There is substantial 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 management
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 Equipmen
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
$4,900. Other remaining assets have a book value of $3,000.
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RUBY MINING COMPANY
NOTES TO FINANCIAL STATEMENTS
May 31, 2000
(continued)
New Accounting Standards
Statement of Financial Accounting Standards ("SFAS") No. 131, "Disclosures
about Segments of an Enterprise and Related Information," establishes standards
for reporting information about operating segments. It also establishes
standards for enterprise wide disclosures related to geographic areas and major
customers. The Company operates in one segment.
Investments
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 at each reporting date,
with net unrealized holding gains and losses excluded from earnings and reported
as a separate component of shareholders' equity until realized.
Net Loss Per Share, Basic and Diluted
Net loss per share, basic and diluted, 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
flows, cash equivalents include all cash investments with original maturities of
three months or less.
Income Taxes
The Company accounts for income taxes in accordance with 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.
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.
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RUBY MINING COMPANY
NOTES TO FINANCIAL STATEMENTS
May 31, 2000
(continued)
C. MARKETABLE EQUITY SECURITIES AND RELATED PARTY TRANSACTIONS
U.S. Energy Corp. ("USE"), a 91.7% 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 2000 and 1999.
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, 2000
------------------------
Fair
Market
Cost Value
------- -------
U.S. Energy Corp. $51,200 $37,100
Crested Corp. 27,700 8,600
------- -------
$78,900 $45,700
======= =======
The aggregate fair market value of the marketable equity securities
decreased $24,900 from June 1, 1999 to May 31, 2000. The net aggregate
unrealized holding loss on investments at May 31, 2000 was $33,200.
D. SHAREHOLDER'S EQUITY
During a Special Meeting of the Shareholders during the third quarter of
fiscal 2000, the shareholders authorized a reverse stock split on a 20 for 1
basis. This reverse stock split reduced the number of outstanding shares of the
Company's common stock to 1,000,000 shares. Also during the fourth quarter of
fiscal 2000, the Company issued an additional 3,544,027 shares of common stock
to retire $100,400 of debt to USE which retired all debt to USE or its
affiliates. At the conclusion of the stock for debt transactions USE owns 91.7%
of the outstanding shares of the Company at May 31, 2000 as compared to 26.7% at
May 31, 1999.
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RUBY MINING COMPANY
NOTES TO FINANCIAL STATEMENTS
May 31, 2000
(continued)
E. INCOME TAXES
There were no taxes currently payable at May 31, 2000. The following table
reconciles the Company's effective income taxes to statutory federal income
taxes:
May 31,
-------------------------
2000 1999
Federal income tax benefit
at statutory rates $(9,900) $(5,200)
Less valuation allowance 9,900 5,200
------- -------
Effective tax $ -- $ --
======= =======
As of May 31, 2000, the Company had net operating loss ("NOL") carry
forwards available of approximately $290,000, which began to expire in 1998 and
will continue through 2015.
The components of deferred taxes as of May 31, 2000 are as follows:
Deferred tax assets:
Tax effect of NOL carry forwards $ 98,600
Valuation allowance (98,600)
--------
Net deferred tax asset $ --
========
The Company has established a valuation allowance for the full amount of
the NOL carryforwards because, in its present non-operating state, the Company's
ability to generate future taxable income is uncertain. The deferred tax asset
and the related valuation allowance decreased approximately $7,700 from May 31,
1999 due to the expiration of the 1984 NOL.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
------------------------------------------------
ON ACCOUNTING AND FINANCIAL DISCLOSURE.
---------------------------------------
Not applicable.
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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 68 CEO, President, Treasurer and a Director
since February 1971.
Harold F. Herron 46 Assistant Secretary since August 1979,
Director since July 1980 and Secretary
since May 1991.
George F. Smith 64 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 six years. Harold F. Herron had been employed as President of The Brunton
Company ("Brunton"), a former subsidiary of USE and now is president of
Environmental Technologies, a wholly owned subsidiary of USE. George F. Smith
has been principally employed as operations manager for USE and Crested for more
than the past six years.
(a)(5) Directorships. John L. Larsen is also a director of USE and Crested.
Mr. Herron is also a director of USE and Northwest Gold, Inc. 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.
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(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, 1996 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,
1999 through May 31, 2000, 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 last two fiscal years ended May
31, 2000, to the chief executive officer:
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SUMMARY COMPENSATION TABLE(i)(ii)
Annual Compensation
Name and Principal Position Year Salary Bonus
--------------------------- ---- ------ -----
John L. Larsen, CEO 2000 -0- -0-
1999 -0- -0-
(i) During fiscal 2000, 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.
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, the directors have not requested
payment to this date. It is anticipated they will continue to forgo payment
until the Company has sufficient revenues.
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
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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. 3,664,027 91.7%
$.001 par 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 July 12, 2000 ownership by the Registrant's
officers and directors, individually and as a group, of securities of the
Registrant and its parent, USE.
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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 3,664,027(3) 91.7%
201 Hill Street common stock, $.001
Riverton, WY 82501 par value
Harold F. Herron Ruby Mining Company 3,664,027(3) 91.7%
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 3,664,027(3) 91.7%
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 seven directors of USE and
accordingly share the dispositive and voting power over the 3,664,027 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, 1999 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.
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(c) Principle Shareholder Ownership.
USE is the principle shareholder of the Registrant and holds 91.7% 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.
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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: July 28, 2000 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: July 28, 2000 By: /s/ John L. Larsen
-------------------------------
JOHN L. LARSEN, Director
Date: July 28, 2000 By: /s/ George F. Smith
-------------------------------
GEORGE F. SMITH, Director
Date: July 28, 2000 By: /s/ Harold F. Herron
-------------------------------
HAROLD F. HERRON, Director
Date: July 28, 2000 By: /s/ Robert Scott Lorimer
-------------------------------
ROBERT SCOTT LORIMER, Principal
Financial Officer and
Chief Accounting Officer
22
