UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): November 2, 2006 (October 13, 2006)
CRESTED CORP. |
| (Exact Name of Company as Specified in its Charter) |
Colorado | 0-8773 | 84-0608126 |
| (State or other jurisdiction of | (Commission File No.) | (I.R.S. Employer |
| incorporation or organization) | | Identification No.) |
| | | |
Glen L. Larsen Building | | |
877 North 8th West Riverton, WY | | 82501 |
| (Address of principal executive offices) | | (Zip Code) |
| | | |
Registrant's telephone number, including area code: (307) 856-9271 |
| Not Applicable |
Former Name, Former Address or Former Fiscal Year,, If Changed From Last Report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):
o Written communications pursuant to Rule 425 under the Securities Act
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Section 5: Corporate Governance and Management
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
(d) On October 13, U.S. Energy Corp. (“USE”) notified the board of directors of Crested Corp. that USE has established a special committee to evaluate whether, and if so how, USE might offer to acquire the common stock of Crested not owned by USE . On October 13, 2006, the board of directors of Crested appointed Michael Zwickl and Kate Martin as directors, and further established a special committee to be comprised of Mr. Zwickl and Ms. Martin. The board of directors of Crested determined that Mr. Zwickl and Ms. Martin are independent directors. Mr. Zwickl and Ms. Martin previously had served as Crested directors.
If USE’s board of directors, acting on the recommendation of the USE special committee, should make an offer for USE to acquire the minority shares of Crested, the Crested special committee will determine if the offer, and its terms (when and if USE makes an offer) would be fair to the Crested minority shareholders.
The Crested special committee has retained Neidiger Tucker Bruner Inc. as its financial advisor to provide an opinion on the fairness, to the Crested minority shareholders, of any offer that USE may make to Crested in the future.
The board of directors of Crested has issued 9,203 shares of restricted common stock to each of Mr. Zwickl and Ms. Martin, valued at $15,000 each (closing market price of $1.63 per share), to compensate them for service on the special committee.
Please note that USE has not and may not in the future make an offer to Crested, and if it does make an offer, Crested may not accept such an offer. In any event, no prediction is made whether or not an offer will be made by USE to acquire the Crested minority shares, or if made, whether that offer would be recommended by the Crested board of directors to the minority shareholders for approval.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | CRESTED CORP. |
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| Dated: November 2, 2006 | By: | /s/ Harold F. Herron |
| | | Harold F. Herron, President |
