CRESTED CORP.
Minerals Plaza, Glen L. Larsen Building
877 North 8th West
Riverton, Wyoming 82501
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held On Wednesday, November 29, 1995
TO THE SHAREHOLDERS OF CRESTED CORP:
PLEASE TAKE NOTICE that the Annual Meeting of Shareholders of
Crested Corp., a Colorado corporation (the "Company" or "Crested"),
will be held at the Company's executive offices, 877 North 8th
West, Riverton, Wyoming 82501 on Wednesday, November 29, 1995 at
10:00 a.m., local time, or at any adjournments thereof, for the
purpose of acting upon:
1. The election of five directors to serve until the next
annual meeting of shareholders, and until their
successors have been duly elected or appointed and
qualified; and
2. Such other business as may properly come before such
meeting.
Only shareholders of record at the close of business on
Tuesday, October 3, 1995 will be entitled to notice of and to vote
at the Annual Meeting or any adjournments thereof. The Company's
transfer books will not be closed for the Meeting.
A list of shareholders entitled to vote at the Meeting will be
available for inspection by any record shareholder at the Company's
principal executive offices in Riverton, Wyoming. The inspection
period will begin no later than ten days before the Meeting.
By Order of the Board of Directors
s/ Daniel P. Svilar
DANIEL P. SVILAR, Secretary
Please date, sign and return your Proxy so that your shares
may be voted as you wish, and to assure quorum. The prompt return
of your signed Proxy, regardless of the number of shares you hold,
will aid the Company in reducing the expense of additional Proxy
solicitation. The giving of such Proxy does not affect your right
to vote in person should you attend the Meeting.
YOUR VOTE IS IMPORTANT
Dated: October 27, 1995
CRESTED CORP.
Minerals Plaza, Glen L. Larsen Building
877 North 8th West
Riverton, Wyoming 82501
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON WEDNESDAY, NOVEMBER 29, 1995
The enclosed Proxy is solicited by the Board of Directors (the
"Board") of Crested Corp. (the "Company" or "Crested") for use at
the Annual Meeting of Shareholders to be held at 10:00 a.m. local
time on Wednesday, November 29, 1995. It is expected that the
Notice of Meeting, Proxy Statement and Proxy will be mailed to
record shareholders on or about October 31, 1995.
REVOCABILITY OF PROXY
The Proxy may be revoked at any time, to the extent it has not
been exercised, by: (i) written revocation; (ii) executing a
later-dated Proxy and delivering it to the Company; (iii)
requesting (in writing) a return of the Proxy; or (iv) the
shareholder voting in person at the Meeting.
VOTING OF PROXY
If the enclosed Proxy is executed and returned, it will be
voted as indicated by the shareholder on the proposals. Unless
otherwise instructed to the contrary in the Proxy, the appointees
named in the Proxy will:
1. VOTE FOR the five management nominees to the Board; and
2. VOTE in accordance with their best judgment on any other
matters that may properly come before the Meeting.
As of the date of the Notice of Meeting and Proxy Statement,
management of the Company has no knowledge of any other matters
that may be brought before the Meeting.
SOLICITATION
The costs of preparing, assembling and mailing the Notice of
Meeting, Proxy Statement, Proxy (collectively the "Proxy
Materials"), as well as solicitation of the Proxies and
miscellaneous costs with respect to the same, will be paid by the
Company. The solicitation is to be made by use of the mails. The
Company may also use the services of its directors, officers, and
employees of the Company's parent U.S. Energy Corp. ("USE") to
solicit Proxies, personally or by telephone and telegraph, but at
no additional salary or compensation. The Board does not intend to
use specially engaged employees or paid solicitors, although it
reserves the right to do so.
The Company intends to request banks, brokerage houses and
other such custodians, nominees and fiduciaries to forward copies
of the Proxy Materials to those persons for whom they hold shares
and request authority for the execution of the Proxies. The
Company will reimburse the nominee holders for reasonable out-of-
pocket expenses incurred by them in so doing.
VOTING SECURITIES
Only holders of record of shares of the Company's $.001 par
value common stock (the "Common Stock") at the close of business on
Tuesday, October 3, 1995, will be entitled to vote at the Meeting.
On the record date, there were 10,208,094 shares of Common Stock
outstanding and entitled to vote. The Company has no other class
of voting securities outstanding. Each share is entitled to one
vote on all matters. A majority of the issued and outstanding
shares of Common Stock, represented in person or by Proxy,
constitutes a quorum at any shareholders' meeting.
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following is a list of all record holders who, as of
October 3, 1995 beneficially owned more than five percent of the
outstanding shares of Common Stock, as reported in filings with the
Securities and Exchange Commission ("SEC"), or as otherwise known
to the Company. Except as otherwise noted, each holder exercises
the sole voting and dispositive powers over the shares listed
opposite the holder's name. It should be noted that voting and
dispositive powers over certain shares are shared by two or more of
the listed holders. Such securities are reported opposite each
holder having a shared interest therein.
Amount and Nature of Beneficial Ownership Total Percent
Name and address Voting Rights Dispositive Rights Beneficial of
of beneficial owner Sole Shared Sole Shared Ownership Class(1)
U.S. Energy Corp.(2) 5,300,297 513,885 5,300,297 513,885 5,814,182 55.3%
877 North 8th West
Riverton, WY 82501
John L. Larsen(3) -0- 5,814,182 -0- 5,814,182 5,814,182 55.3%
201 Hill Street
Riverton, WY 82501
Max T. Evans(4) 139,236 5,300,297 139,236 5,300,297 5,439,533 53.3%
1410 Smith Road
Riverton, WY 82501
Harold F. Herron(3) 6,932 5,814,182 6,932 5,814,182 5,821,114 55.4%
3425 Riverside Road
Riverton, WY 82501
Don C. Anderson(4) -0- 5,300,297 -0- 5,300,297 5,300,297 51.9%
875 Rio Virgin Drive
Unit 247
St. George, UT 84770
Nick Bebout(4) -0- 5,300,297 -0- 5,300,297 5,300,297 51.9%
P. O. Box 112
Riverton, WY 82501
David W. Brenman(4) -0- 5,300,297 -0- 5,300,297 5,300,297 51.9%
19 West 76th Street
New York, NY 10023
__________
(1) Percent of class is computed by dividing the number of
shares beneficially owned plus any options held by the reporting
person, by the number of shares outstanding plus the shares
underlying options held by that person.
(2) Includes 5,300,297 shares directly held by USE over which
sole voting and dispositive powers are exercised. Shared voting
and dispositive powers are effectively exercised by USE over
160,000 shares held directly by The Brunton Company ("Brunton"),
300,000 shares underlying options held by Brunton and 53,885 shares
held by Ruby Mining Company ("Ruby"). Brunton is a wholly owned
subsidiary of USE and Ruby is a 26.7% subsidiary of USE.
(3) Includes 5,300,297 shares held by USE, 160,000 shares held
directly by Brunton, 300,000 shares underlying options held by
Brunton and 53,885 shares held by Ruby, over which the listed
holder shares voting and dispositive powers as a director of those
companies with the other directors of those companies.
(4) Includes 5,300,297 shares held by USE over which the holder
shares voting and dispositive powers with the other directors of
USE.
ELECTION OF DIRECTORS
Directors are currently elected for terms expiring at the next
annual meeting of the shareholders and until their successors are
elected and qualified. In the event the number of directors is
increased to six or more, the Company's Articles provide that the
directors are then to be divided into three groups or classes, and
elected to staggered terms of three years expiring at the third
succeeding annual meeting. The directors nominated for re-election
at the 1995 Annual Meeting are as follows:
Other
positions Director
Name Age with the Company since
John L. Larsen 64 Chairman of the Board, 1974
CEO, Vice President
(a)(b)(c)
Max T. Evans 71 President and Chief 1970
Operations Officer (a)(c)
Daniel P. Svilar 66 Secretary(a) 1980
Michael D. Zwickl 48 Assistant Secretary(b) 1984
Kathleen R. Martin 41 (b) 1989
(a) Member of the executive committee.
(b) Member of the audit committee.
(c) Trustee of the USE Employee Stock Ownership Plan (the "ESOP").
Executive officers of the Company are elected by the
Board at annual directors' meetings, which follow each Annual
Shareholders' Meeting, to serve until the officer's successor has
been duly elected and qualified, or until death, resignation or
removal by the Board.
Business Experience and Other Directorships of Directors and Nominees.
John L. Larsen has been principally employed as an officer and
director of the Company and USE for more than the past five years.
He is a director of USE's subsidiary, Ruby. USE and Ruby have
registered equity securities under the Securities Exchange Act of
1934 (the "Exchange Act").
Max T. Evans has been principally employed as an officer and
chief geologist of the Company and USE for more than the past five
years. He is a director of USE. Mr. Evans received B.S. and M.S.
degrees in geology from Brigham Young University.
Daniel P. Svilar has been principally employed as General
Counsel of the Company and USE, Secretary for the Company, and
Assistant Secretary of USE for more than the past five years. Mr.
Svilar received a B.S. degree in mechanical engineering from New
Mexico State University in 1952, and a J.D. degree from the
University of Wyoming in 1958.
Michael D. Zwickl has been engaged in the private practice of
law at Casper, Wyoming for more than the past five years. Mr.
Zwickl received a B.S.M.E. degree from the University of Wyoming in
1969. He received a J.D. degree from the University of Wyoming in
1975 and was admitted to the practice of law in Wyoming during that
year. Mr. Zwickl is director and president of NUPEC Resources,
Inc. which has registered equity securities under the Exchange Act.
Kathleen R. Martin has been a licensed real estate broker and
part owner of Wind River Realty Co., a real estate brokerage firm
in Riverton, Wyoming, for more than the past five years.
SECURITY OWNERSHIP OF NOMINEES, DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth, as of October 3, 1995, the
shares of the Company's Common Stock, and the shares of the common
stock, $.01 par value of the Company's parent, USE, that are held
by each director and nominee, as well as by all officers and
directors as a group. It should be noted that voting and
dispositive powers for certain shares are shared by two or more of
the record holders listed in the table. Such shares are reported
opposite each holder having a shared interest therein, but are only
included once in the shareholdings of the group. Except as
otherwise indicated, the listed shareholder or group exercises sole
investment and voting powers with respect to the shares set forth
opposite their name.
Company Common Stock USE Common Stock
Amount and Percent Amount and Percent
Nature of of Nature of of
Beneficial Ownership Class(1) Beneficial Ownership Class(1)
John L. Larsen 5,814,182(2) 55.3% 1,889,355(5) 28.2%
Max T. Evans 5,439,533(2) 53.3% 1,038,090(6) 16.2%
Daniel P. Svilar 228,019 2.2% 686,997(7) 10.7%
Michael D. Zwickl 15,160 * 568,428(8) 9.0%
Kathleen R. Martin 8,050 * 510,359(9) 8.0%
R. Scott Lorimer 12,000(3) * 75,314(10) 1.2%
All officers and
directors as a
group (six persons) 6,216,647(4) 59.2% 2,270,628(11) 33.2%
* Less than one percent
(1) Percent of class is computed by dividing the number of
shares beneficially owned plus any options held by the reporting
person or group, by the number of shares outstanding plus the
shares underlying options held by that person or group.
(2) See the footnotes for this person to the table presented
under the heading "Principal Holders of Voting Securities".
(3) Mr. Lorimer exercises sole voting powers over the listed
shares all of which are subject to forfeiture.
(4) Includes 402,465 shares over which various members of the
group exercise sole voting powers, 390,465 shares over which they
exercise sole dispositive powers, and 5,814,182 shares over which
various members of the group exercise shared voting and dispositive
powers, including 300,000 shares underlying options held by
Brunton.
(5) Mr. Larsen exercises sole voting powers over 242,936
directly owned shares, 106,000 shares held in joint tenancy with
his wife, 20,400 shares subject to forfeiture, 200,100 shares
underlying options and 23,896 shares held in the U.S. Energy Corp.
Employee Stock Ownership Plan ("ESOP") account established for his
benefit. The directly owned shares include 27,500 shares gifted to
his wife, that have remained in Mr. Larsen's name. Shares over
which shared voting rights are exercised consist of 898,527 shares
held by corporations of which Mr. Larsen 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 510,359
shares held by Crested, 225,556 shares held directly by The Brunton
Company ("Brunton"), 150,000 shares underlying options held by
Brunton and 12,612 shares held by Ruby Mining Company ("Ruby").
Mr. Larsen shares voting and dispositive rights over such shares
with the other directors of such corporations. Mr. Larsen shares
voting powers over the unallocated ESOP shares in his capacity as
an ESOP Trustee with the other ESOP Trustees. Shares over which
sole dispositive rights are exercised consist of directly owned
shares, joint tenancy shares and options, less the 27,500 shares
gifted, but not transferred, to his wife. Shares for which shared
dispositive powers are held consist of the 421,392 shares held by
the ESOP, the shares held by Crested, Brunton, and Ruby, and the
Brunton option shares. The shares shown as beneficially owned by
Mr. Larsen do not include 42,350 shares owned directly by his wife,
who exercises the sole investment and voting powers over those
shares.
(6) Shares over which Mr. Evans exercises sole voting powers
consist of 36,389 directly owned shares which are held in joint
tenancy with his wife, 12,750 shares subject to forfeiture, 57,200
shares underlying options and 13,238 shares held in the ESOP
account established for his benefit. Shares for which Mr. Evans
holds sole dispositive powers are comprised of his directly held
shares and the shares underlying his options. Shares over which
Mr. Evans exercises shared voting rights consist of those held by
Crested and the unallocated ESOP shares. He exercises shared
dispositive rights over the shares held by Crested and the ESOP.
Mr. Evans shares voting and dispositive power over Crested's shares
with the remaining directors of the Company, and he shares voting
powers over unallocated ESOP shares with the other ESOP Trustees.
(7) Mr. Svilar exercises sole voting powers over 29,263
directly owned shares, 7,700 shares held in joint tenancy with his
wife, 1,000 shares held as custodian for his minor child under the
Wyoming Uniform Transfers to Minors Act (the Minor's shares),
18,360 shares subject to forfeiture, 66,000 shares underlying
options and 19,848 shares held in the ESOP account established for
his benefit. He holds sole dispositive power over his directly
held shares, joint tenancy shares, Minor's shares and the shares
underlying his options. The shares over which he exercises shared
voting and dispositive rights consist of 12,200 shares held jointly
with a family member, and the 510,359 shares held by Crested, over
which he exercises shared investment and voting powers as a Company
director, and 22,267 shares held by a nonaffiliated company of
which Mr. Svilar is a partner.
(8) Mr. Zwickl exercises sole voting and dispositive powers
over 4,444 directly held shares and 53,625 shares held by two
limited partnerships. Mr. Zwickl is the sole officer and director
of the corporate general partner of those partnerships. As a
director of the Company, Mr. Zwickl exercises shared voting and
dispositive powers over the 510,359 shares held by the Company,
with the other directors of the Company.
(9) Consists of shares held by the Company over which Mrs.
Martin shares voting and dispositive powers with the other Company
directors.
(10) Mr. Lorimer exercises sole voting powers over the listed
shares which consist of 24 directly held shares, 11,111 shares held
in joint tenancy with his wife, 7,000 shares held as custodian for
his children under the Wyoming Uniform Transfers to Minors Act,
12,240 shares subject to forfeiture, 29,700 shares underlying
options and 15,239 shares held in the ESOP account established for
his benefit. Mr. Lorimer exercises sole dispositive powers over
his directly held shares, joint tenancy shares, Minor's shares and
the shares underlying his options.
(11) Members of the group exercise sole voting rights with
respect to 988,463 shares, including 353,000 shares underlying
options. Various group members exercise sole dispositive powers
over 824,992 shares. They exercise shared voting powers over
1,114,308 shares, and share dispositive rights over 1,219,800
shares, including 150,000 shares underlying options held by
Brunton.
Each director of the Company beneficially holds 5,000,000
shares of Four Nines Gold, Inc. ("FNG") stock held by the Company,
and 5,000,000 shares held by USECC Joint Venture ("USECC") over
which they exercise shared voting and dispositive powers as Company
directors. Those shares represent 2% of the outstanding shares of
FNG. John L. Larsen beneficially holds 272,500,000 shares of the
common stock of FNG, representing 54.4% of its outstanding shares.
Mr. Larsen's FNG shares include 7,500,000 directly-owned shares,
255,000,000 shares held by USE, 5,000,000 shares held by the
Company and the 5,000,000 shares held by USECC, over which he
shares voting and dispositive powers with the remaining directors
of USE and the Company, respectively. Daniel P. Svilar
beneficially owns 14,000,000 shares of the common stock of FNG,
representing 2.8% of that class. Mr. Svilar's FNG holdings include
4,000,000 shares held directly in joint tenancy with other family
members, the 5,000,000 shares held by the Company and the 5,000,000
shares held by USECC. Harold F. Herron holds 265,000,000 shares of
the common stock of FNG, representing 52.9%, respectively, of those
classes. Mr. Herron's FNG shares include 5,000,000 directly-owned
shares, the shares held by USE and USECC. Mr. Evans' wife holds
3,000,000 shares of the common stock of FNG, providing him with
beneficial ownership of 268,000,000 shares of FNG's common stock,
or 53.5% of the shares of that class. He exercises shared voting
and dispositive rights over the FNG shares held by the Company, USE
and USECC, in his capacity as director of the Company and USE.
None of the other directors or officers of the Company beneficially
hold any other shares of stock of FNG. All executive officers and
directors of the Company as a group (six persons) beneficially hold
284,500,000 shares of the stock of FNG, representing 56.8% of the
outstanding shares of that company.
The Company has conducted a review of Forms 3 and 4 (as
amended) and certain written representations of persons filing
reports with the SEC under Section 16(a) of the Exchange Act.
Based solely upon a review of those reports and written
representations, the Company believes that no person who was a
director, executive officer, beneficial owner of more than ten
percent of the Common Stock or who was otherwise subject to Section
16, failed to file such reports on a timely basis for the year
ended May 31, 1995.
Information Concerning Executive Officers Who Are Not Directors
The following information is provided pursuant to Item 401 of Reg.
S-B, regarding the only executive officer of the Company who is not
also a director.
Robert Scott Lorimer, age 44, has been Controller and Chief
Accounting Officer for USE and Crested for more than the past five
years. Mr. Lorimer also has been Chief Financial Officer for both
companies since May 25, 1991, and their Treasurer since December
14, 1990. He serves at the will of the Boards of Directors. There
are no understandings between Mr. Lorimer and any other person,
pursuant to which he was named an officer, and he has no family
relationship with any of the other executive officers or directors
of USE or Crested. During the past five years, he has not been
involved in any Reg. S-B Item 401(d) listed proceeding.
EXECUTIVE COMPENSATION
The Company and USE, under a Management Agreement dated August
1, 1981, share certain expenses for the general and administrative
costs of the companies. The shared expenses include the
compensation of the officers and directors of the Company and USE
(excluding directors' fees). These compensation costs have been
paid through the USECC Joint Venture ("USECC"). It is estimated
that substantially all of the work efforts of officers and
directors of the Company and USE are devoted to the business of
both the Company and USE.
All USECC personnel are employees of USE in order to utilize
USE's ESOP as an employee benefit mechanism. USE charges USECC for
the direct and indirect costs of its employees for time spent on
USECC matters, and USECC charges one-half of that amount to each of
the Company and USE.
The following table sets forth the compensation paid to the
Company's Chief Executive Officer, and those of its most highly
compensated executive officers who were paid more than $100,000
cash in any of the three fiscal years ended May 31, 1995. The
table includes compensation paid such persons by USE, the Company
and Brunton.
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other
Name Annual Restricted All Other
and Compen- Stock LTIP Compen-
Principal sation Award(s) Options/ Payouts sation
Position Year Salary($) Bonus($) ($) ($) SARs(#) ($) ($)(3)
_________________________________________________________________________________________________________
(cs)
John L. Larsen 1995 $144,023 $ 2,751 -- $9,000(1) -0- -- $13,361
CEO, Vice 1994 148,239 7,028 -- 9,600(1) -0- -- 14,394
President 1993 164,968 4,016 -- 7,200(1) 100,000(2) -- 16,718
USE CEO and
President
Daniel P. Svilar 1995 112,615 2,076 -- 8,100(1) -0- -- 11,008
Asst. Secretary 1994 112,753 64,984 -- 8,640(1) -0- -- 17,300
1993 108,000 2,991 -- 6,480(1) -0- -- 12,862
Harold F. Herron 1995 117,238 2,033 -- -- -0- -- 6,626
USE Vice 1994 105,983 18,268 -- -- -0- -- 9,743
President 1993 99,469 12,617 -- -- -0- -- 3,626
R. Scott Lorimer 1995 112,403 2,098 -- 5,681(1) -0- -- 10,989
Treasurer 1994 92,799 43,461 -- 6,181(1) -0- -- 13,260
1993 78,921 2,196 -- 4,548(1) -0- -- 9,400
(1)Bonus shares equal to 20% of original bonus shares issued FY
1990, multiplied by $3.75 in 1995, $4.00 in 1994 and $3.00 in
1993, the closing bid price on issue dates. These shares are
subject to forfeiture on termination of employment, except for
retirement, death or disability.
(2)10-year non-qualified option at $2.00 per shares.
(3)Dollar values for contributions to the USE ESOP and 401K
matching contributions.
Executive Compensation Plans and Employment Agreements
To provide incentive to Mr. Larsen for his efforts in having
the Green Mountain Mining Venture ("GMMV") develop a producing mine
as soon as possible, in fiscal 1993 the USE Board adopted a long-
term incentive arrangement under which Mr. Larsen is to be paid a
non-recurring $1,000,000 cash bonus by USE, provided that the
Nuexco Exchange Value of uranium oxide concentrates has been
maintained at $25.00 per pound for six consecutive months, and
provided further that USE has received cumulative cash
distributions of at least $10,000,000 from GMMV as a producing
property. It is not expected that this cash bonus will become
payable in fiscal 1996.
USE has adopted a plan to pay the estates of Messrs. Larsen,
Evans and Svilar amounts equivalent to the salaries they are
receiving at the time of their death, for a period of one year
after death, and reduced amounts for up to five years thereafter.
The amounts to be paid in such subsequent years have not yet been
established, but would be established by the Boards of USE and the
Company.
Mr. Svilar has an employment agreement with USE and the
Company, which provides for an annual salary in excess of $100,000,
with the condition that Mr. Svilar pay an unspecified amount of
expenses incurred by him on behalf of USE and its affiliates. In
the event Mr. Svilar's employment is involuntarily terminated, he
is to receive an amount equal to the salary he was being paid at
termination, for a two year period. If he should voluntarily
terminate his employment, the Company and USE will pay him that
salary for nine months thereafter. The foregoing is in addition to
Mr. Svilar's Executive Severance and Non-Compete Agreement with USE
(see below).
In fiscal 1992, USE signed Executive Severance and Non-Compete
Agreements with Messrs. Larsen, Evans, Svilar and Lorimer,
providing for USE's payment to such person upon termination of his
employment with USE, occurring within three years after a change in
control of USE, of an amount equal to (i) severance pay in an
amount equal to three times the average annual compensation over
the prior five taxable years ending before change in control, (ii)
legal fees and expenses incurred by such persons as a result of
termination, and (iii) the difference between market value of
securities issuable on exercise of vested options to purchase
securities in USE, and the options' exercise price. These
Agreements also provide that for the three years following
termination, the terminated individual will not compete with USE in
most of the western United States in regards to exploration and
development activities for uranium, molybdenum, silver or gold.
For such non-compete covenant, such person will be paid monthly
over a three year period an agreed amount for the value of such
covenants (depending on the individual, ranging from $66,667 up to
$86,667 annually). These Agreements are intended to benefit the
USE shareholders by enabling such persons to negotiate with a
hostile takeover offeror and assist the Board concerning the
fairness of a takeover, without the distraction of possible tenure
insecurity following a change in control. As of this Proxy
Statement date, the Company is unaware of any proposed hostile
takeover.
The Company and USE provide all of their employees with
certain insurance coverage, including life and health insurance.
The health insurance plan does not discriminate in favor of
employees who are executive officers of the Company. Life
insurance of $50,000 is provided to each member of upper management
(which includes all persons in the compensation table), $25,000 of
such coverage is provided to middle-management employees, and
$15,000 of coverage is provided to other employees.
Employee Stock Ownership Plan. An ESOP has been adopted to
encourage ownership of USE's common stock among its eligible
employees, and to provide retirement income to them. Because the
eligible employees of the Company also are employees of USE, they
benefit from the ESOP and other USE compensation plans, as
described below. The ESOP is a combination stock bonus plan and
money purchase pension plan. It is expected that the ESOP will
continue to invest primarily in USE common stock. Messrs. Larsen,
Evans and Herron are trustees of the ESOP.
USE's contributions to the stock bonus plan portion of the
ESOP are discretionary and are limited to a maximum of 15% of
covered employees' compensation for each year ending May 31.
Contributions to the money purchase portion of the ESOP are
mandatory and fixed at ten percent of the compensation of covered
employees for each such year. The contributions required under the
money purchase pension plan are not dependent upon profits or
accumulated earnings of USE, and may be made in cash or shares of
USE common stock.
USE made a contribution of 37,204 shares to the ESOP for
fiscal 1995, all of which were contributed under the money purchase
pension plan. At the time the shares were contributed, the market
price was approximately $5.375 per share, for a total contribution
valued at $199,966 which has been funded by USE. The Company and
USE are each responsible for one-half of that amount (ie., $99,983)
and the Company currently owes its one-half to USE.
Employees are eligible to participate in the ESOP on the first
day of the plan year (June 1) following completion of one year of
service in which at least 1,000 hours are credited. Each
employee's participation in the ESOP continues until the ESOP's
anniversary date coinciding with or next following termination of
service by reason of retirement, disability or death. In these
cases, the participant will share in the allocation of USE's
contributions for the ESOP year in which the retirement, death, or
disability occurs, and will have a fully-vested interest in
allocations to the participant's account.
An employee's participation in the ESOP does not cease upon
termination of employment. If the employment of a participant in
the ESOP is terminated for reasons other than disability, death, or
retirement (unless the employee receives a lump sum distribution
upon the termination of employment), participation continues
following the termination, until five consecutive one-year breaks
in service have been incurred. An employee is deemed to have a
one-year break in service during any year in which 500 or fewer
hours of service are completed.
Employee interests in the ESOP are earned pursuant to a seven
year vesting schedule. Upon completion of three years of service
for USE, the employee is vested as to 20% of the employee's account
in the ESOP, and thereafter at the rate of 20% per year. Any
portion of an employee's ESOP account which is not vested is
forfeited upon termination of employment for any reason, other than
retirement, disability, or death.
The 37,204 shares issued to the ESOP for fiscal 1995 included
2,276 shares allocated to John L. Larsen's account, 1,422 shares
allocated to Max T. Evans' account, 2,048 shares allocated to
Daniel P. Svilar's account, and 2,045 shares allocated to R. Scott
Lorimer's account, for a total of 7,791 shares allocated to
accounts for all executive officers of the Company as a group (four
persons). The Shares forfeited by terminated employees who were
not fully vested were reallocated to plan participants and included
159, 100, 143 and 143 shares to the accounts of Messrs. Larsen,
Evans, Svilar and Lorimer, respectively. The accounts of the
executive officers are fully vested, as they have all been employed
by USE and USECC for more than the past seven years. Allocations
of shares for fiscal 1996 have not been made with respect to any
participant in the ESOP.
The maximum loan outstanding during fiscal 1995 under a loan
arrangement between USE and the ESOP, was $1,014,300 at May 31,
1995 for loans made in fiscal 1992 and 1991. Interest owed by the
ESOP was not booked by USE. The Company pays one-half of the
amounts contributed to the ESOP by USE. Because the loans are
expected to be repaid by contributions to the ESOP, the Company may
be considered to indirectly owe one-half of the loan amounts to
USE.
Stock Option Plan. USE has a combined incentive stock
option/non-qualified stock option plan, reserving an aggregate of
550,000 shares of USE common stock for issuance upon exercise of
options granted thereunder. Awards under the plan are made by a
committee of two or more persons selected by the Board of USE
(presently Messrs. Herron, Bebout and Brenman). The committee
establishes the exercise periods and prices for options granted
under the plan. The USE Board ultimately ratifies the actions of
the committee. Total grants to officers and directors as a group
may not exceed 275,000 shares.
Options expire no later than ten years from the date of grant,
and upon termination of employment, except in case of death,
disability or retirement. Subject to the ten year maximum period,
upon the death, retirement or permanent and total disability of an
optionee, options are exercisable for either three months (in case
of retirement or disability) or one year (in case of death) after
such event. In fiscal 1994, conditions relating to periods of USE
service before vesting of stock purchased on exercise of the non-
qualified options were removed.
For fiscal 1995, no qualified or non-qualified options were
granted.
The following table shows unexercised options, how much
thereof were exercisable, and the dollar values for in-the-money
options, at fiscal 1995 year end.
Aggregated Option/SAR Exercises in Last Fiscal year and FY-End Option/SAR Values*
(a) (b) (c) (d) (e)
Value of
Number of Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
FY-End (#) FY-End($)
Shares
Acquired on Value Exercisable/ Exercisable
Name Exercise (#) Realized ($) Unexercisable Unexercisable
John L. Larsen, -0- -0- 100,000 $338,000(1)
CEO, Vice President exercisable exercisable and
unexercised
100,100 $248,248(2)
exercisable exercisable and
unexercised
Max T. Evans, -0- -0- 57,200 $141,856(2)
President exercisable exercisable and
unexercised
Daniel P. Svilar -0- -0- 66,000 $163,680(2)
Secretary exercisable exercisable and
unexercised
R. Scott Lorimer -0- -0- 29,700 $73,656(2)
Treasurer exercisable exercisable and
and CFO unexercised
* All options are for USE common shares.
(1) Equal to $5.38 closing bid on last trading day in FY 1995, less
$2.00 per share option exercise price, multiplied by all shares
exercisable.
(2) Equal to $5.38 closing bid on last trading day in FY 1995, less
$2.90 per share option exercise price, multiplied by all shares
exercisable.
Restricted Stock Plans. The Company and USE have issued stock
bonuses to various executive officers and directors of the Company
and others. These shares are subject to forfeiture to the issuer
by the grantee if employment terminates otherwise than for death,
retirement or disability. If the required service is completed,
the risk of forfeiture lapses and the shares become the
unrestricted property of the holder. Messrs. Larsen, Evans,
Svilar, Lorimer and all executive officers of the Company as a
group (four persons) received 20,400, 12,750, 18,360, 12,240 and
63,750 shares of USE common stock, respectively, under this
restricted stock plan through fiscal 1995. Additional bonuses of
20% of the original shares (7,500) will be issued annually through
fiscal 1997. The expenses relating to these stock issuances are
shared equally by the Company and USE.
In addition, in fiscal 1991 the Company issued 7,500 shares of
Crested common stock to Mr. Lorimer, as a bonus for services. He
will receive additional annual bonuses of 20% of such original
shares through fiscal 1997 subject to the same forfeiture
conditions as the USE bonus shares. Mr. Lorimer has received an
additional 4,500 Crested shares under this plan through fiscal
1995.
Directors' Fees and Other Directors' Compensation
The Company pays non-employee directors a fee of $150 per
meeting attended. All directors are reimbursed for expenses
incurred with attending meetings.
The Company does not have any other arrangements pursuant to
which any director of the Company was compensated during the year
ended May 31, 1995. In fiscal 1992, USE adopted its 1992 Stock
Compensation Plan for Non-Employee Directors, however, the non-
employee directors of the Company do not participate in this USE
plan.
COMMITTEES AND MEETING ATTENDANCE
During the fiscal year ended May 31, 1995, there were seven
meetings of the Board and no Executive Committee meetings. Each
member of the Board attended at least 75% of the aggregate meetings
of the Board and the committees on which that director serves.
From time to time, the Board and the Executive Committee act by
unanimous written consent pursuant to Colorado law. Such actions
are counted as meetings for purposes of disclosure under this
paragraph.
The Board has established an Executive Committee consisting of
Messrs. Larsen, Evans and Svilar. The purpose of the Executive
Committee is to act in place of the Board between meetings of the
Board. Under Colorado law and the Company's Articles of
Incorporation, the Executive Committee has the power to take action
on most matters, but cannot approve a plan of merger, sale of
assets otherwise than in the ordinary course of business, or
approve or recommend proposals requiring shareholder approval, or
declare dividends or distributions, fill vacancies to the Board,
amend the Bylaws, authorize the issuance of shares or take certain
other actions. The Executive Committee had no formal meetings in
fiscal 1995. The Executive Committee meets informally on an as-
needed basis, but records of the meetings are not always kept.
An Audit Committee has also been established by the Board.
The Audit Committee had one formal meeting and have met informally
at various times during the year ended May 31, 1995. The Audit
Committee reviews the Company's financial statements and accounting
controls, and contacts the independent public accountants as
necessary to ensure that adequate accounting controls are in place
and that proper records are being kept. The Audit Committee also
reviews the audit fees of the independent public accountants.
A Management Cost Apportionment Committee was established by
USE and the Company in 1982, for the purpose of reviewing the
apportionment of costs between USE and the Company. John L Larsen,
Scott Lorimer and Max Evans are members of this Committee. The
Committee had one meeting during fiscal 1995.
The Board did not appoint nominating or compensation
committees during fiscal year ended May 31, 1995.
CERTAIN OTHER TRANSACTIONS
Transactions with Sheep Mountain Partners ("SMP"). In fiscal
1989, the Company and USE through USECC sold a one-half interest in
the Sheep Mountain properties to Cycle Resource Investment
Corporation ("CRIC"), a wholly-owned subsidiary of Nukem, Inc., and
thereafter USECC and CRIC contributed their 50% interests in the
properties to a new Colorado partnership, SMP, which was organized
to further develop and mine the uranium claims, market uranium and
acquire additional uranium from other sources and uranium sales
contracts. Due to disputes with CRIC and Nukem litigation and
later arbitration proceedings were initiated, which are pending.
During these proceedings, the necessary mine maintenance has been
funded by USECC alone without reimbursement from SMP. For fiscal
1995, the Company and USE spent an additional $878,500 on SMP
property maintenance, none of which has been reimbursed by SMP. At
May 31, 1995, accumulated SMP property maintenance costs and fees
owed the Company and USE were $4,521,600.
Transactions with Plateau Resources Limited. In August 1993,
USE entered into an agreement to acquire all the issued and
outstanding common stock of Plateau Resources Limited ("Plateau"),
a Utah corporation. Plateau owns a uranium processing mill and
support facilities and certain other real estate assets in
southeastern Utah. Plateau has applied to renew its source
materials license with the United States Nuclear Regulatory
Commission ("NRC"). USE paid nominal cash consideration for the
Plateau stock and agreed to assume all environmental liabilities
and reclamation bonding obligations. Prior to closing the
agreement, Plateau transferred $2,500,000 cash to fund the NRC
Surety Trust Agreement to pay future costs of mill decommissioning,
site reclamation and long-term site surveillance. Plateau also
transferred $4,800,000 cash to an Agency Agreement to indemnify the
seller against possible environmental or nuclear claims. At the
date of acquisition Plateau held an additional $6.9 million of
unencumbered cash to be used for care and maintenance costs on the
mill and other assets acquired. Most of the unencumbered cash has
been used for care and maintenance costs and loaned to USE for
development of certain properties held by USE and the Company.
Although the Company has no ownership in Plateau, Directors of the
Company and USE have agreed to divide equally one-half of the
obligations incurred in excess of the total $14.2 million described
above and will share in one-half of all cash flows derived from
operations of these assets.
Plateau also owns all of the outstanding stock of Canyon
Homesteads, Inc. ("Canyon"), a Utah corporation, which developed
the Ticaboo, Utah townsite 3.5 miles south of the mill. The
Ticaboo site includes a 66 room motel, general store, laundromat
facility, 98 single family home sites, 151 mobile home sites, and
26 recreational vehicle sites (all with utility access). The
townsite is located on a State of Utah lease near Lake Powell, and
is being operated as a commercial enterprise. USE and the Company
plan to further develop the townsite, and have been seeking
financial partners.
Transactions with Arrowstar Investments Inc. In April 1995,
Canyon entered into an agreement with First-N-Last LLC ("FNL", a
Utah limited liability company), to develop and operate certain
assets in Utah near the Ticaboo townsite. Under the agreement,
Canyon contributed to FNL an operating service station and boat
storage operation, and Arrowstar Investments, Inc. ("Arrowstar",
the other member of FNL) will contribute up to $150,000 cash.
Arrowstar will contribute up to another $50,000 as needed. The
purpose of FNL is to remodel the contributed assets, build a
convenience store and gift shop, and operate the upgraded facility.
Profits are allocated 90 percent to Arrowstar until recovery of its
cash investment, then 75 percent to Arrowstar until it has received
$215,000 cash (including investment), and 50 percent to FNL and 50
percent to Canyon thereafter. Arrowstar is not expected to become
profitable until 1997. Although FNL is not an arms-length
transaction, Plateau (and USE, as its sole shareholder) approved
the arrangement because neither Plateau nor USE had (nor could they
acquire on favorable terms) the funds required to upgrade the
facility. Arrowstar has advised it intends to borrow the money
required to fund its FNL obligations from a commercial bank, with
the personal guarantees of the Arrowstar shareholders, as may be
required by the bank. Arrowstar is a private corporation; John L.
Larsen in joint tenancy with his wife and his three sons (who are
not affiliates of USE or Crested) are directors and shareholders of
Arrowstar. John L. Larsen owns 25 percent of Arrowstar.
In June 1995, USECC signed a six year option to acquire from
Arrowstar a 7,200 square foot hangar at the Riverton Regional
Airport. The option purchase price originally was agreed to be
$110,000; subsequently, Arrowstar and USE agreed the purchase price
would equal an independent market value appraisal. USE has paid
$40,000 against the purchase price, and expects to pay the balance
when an appraisal is completed. Arrowstar acquired the property
for cash from the prior owner in 1992, at which time neither USE or
Crested had any interest in acquiring the property. USECC expects
to use the facility in connection with expanded municipal airport
traffic in the coming years and in the interim for airplane and
vehicle storage purposes.
Transactions with Brunton. In fiscal 1994, the Company and USE
had entered into financing arrangements with Brunton totalling
$769,260 as follows:
By agreement of April 30, 1993, Brunton (i) loaned USE and the
Company $211,800 and $76,760, respectively, secured by borrowers'
3,607,000 Brunton shares (2,647,500 owned by USE and 959,500 owned
by the Company), with the loans (maturity of April, 2003) bearing
interest at prime plus 2.5 points; (ii) purchased 50,000 shares of
restricted USE common stock for $137,500 ($2.75 each) and 160,000
shares of restricted Company Common Stock for $43,200 ($.27 each);
and (iii) received options through April 30, 1998 to purchase
150,000 shares of restricted USE common stock for $525,000 ($3.50
each) and 300,000 shares of restricted Company Common Stock for
$120,000 ($.40 each).
In fiscal 1994, the April 30, 1993 loans to the Company and
USE ($288,560 principal) were repaid and the collateral Brunton
shares released back to the Company and USE. In late fiscal 1994,
all common stock of Brunton (including Brunton shares owned by
Crested, but not including Brunton shares previously owned by USE)
was acquired in exchange for 276,470 registered common shares of
USE.
In August 1993, Brunton loaned USE $300,000 (without
security), due October 19, 1993. The loan, bearing interest at 10
percent per annum, was convertible in whole or part at Brunton's
election into shares of USE Common Stock at the rate of one share
for $3.00 of debt (100,000 shares maximum). In fiscal 1994 (but
prior to USE's acquisition of Brunton), the debt was converted to
100,000 shares of USE Common Stock.
Transactions Concerning Sutter Gold Venture. During fiscal
1991, USE acquired an interest in an underground gold mine (the
"Lincoln Mine") being developed in the Mother Lode Gold Mining
District of Amador County, California. Until the end of fiscal
1994, the leasehold interests had been held by and operations on
the properties conducted through the Sutter Gold Venture ("SGV"),
a joint venture between Seine River Resources Inc. ("SRRI", a
Vancouver Stock Exchange listed company not affiliated with the
Company or USE), and USECC Gold Limited Liability Company ("USECC
Gold"). USECC Gold, in turn, had been owned 89 percent by USE and
11 percent by the Company.
The parties had intended to operate SGV as equal 50 percent
venturers. However, because of SRRI defaults on its obligations to
USE, USE and the Company had acquired (through USECC Gold) by the
end of fiscal 1993 a 90 percent aggregate equity interest in the
Lincoln Project. By the end of fiscal 1994, SRRI owed USE and the
Company $1,970,507 for property holding, permitting and mine
maintenance costs incurred and paid for by USE and the Company
since March 1992, including interest and management fees charged by
USE and the Company.
As of May 23, 1994 SRRI agreed to assign its remaining 10
percent working interest in the Lincoln Project for the $1,970,507
owed USE and the Company. However, only the $1,389,272 of costs
and expenses paid for by USE and the Company was recorded; $581,235
for interest and management fees was written off as uncollectible.
SRRI also issued 400,000 common shares of stock and delivered same
to USE as final payment of any deficiencies for pre-fiscal 1994
indebtedness which SRRI had owed to USE and the Company, which had
been secured by SRRI's interests and acquired by USE and the
Company in lieu of foreclosure when SRRI defaulted on its payments.
Subsequent to the end of fiscal 1994, the SGV was terminated,
USE and the Company formed a new Wyoming corporation (Sutter Gold
Mining Company), and agreed to exchange their respective interests
in USECC Gold for common stock of Sutter Gold Mining Company, in
the same percentage interests as the parties hold interests in
USECC Gold (which latter entity will continue to hold the property
interests of record, as a wholly-owned subsidiary of Sutter Gold
Mining Company).
A conditional use permit for the Lincoln Mine was issued by
the Amador County Board of Supervisors in August, 1993. USE and
the Company are exploring different sources of capital to develop
the Mine and build a milling complex, however, at Proxy Statement
date no financing agreements have been signed and there is no
assurance needed capital will be available.
Transactions with Directors. Three of the USE's directors,
Messrs. Larsen, Evans and Herron, are trustees of the ESOP.
Messrs. Larsen and Evans are also directors of the Company. In
their capacity as trustees, they have an obligation to act in the
best interests of the ESOP participants. This duty may conflict
with their obligations as directors of USE and the Company in times
of adverse market conditions for the common stock of USE and the
Company, or in the event of a tender offer or other significant
transaction.
In general, the ESOP trustees exercise dispositive powers over
shares held by the ESOP, and exercise voting powers with respect to
ESOP shares that have not been allocated to a participant's
account. In addition, the Department of Labor has taken the
position that in certain circumstances ESOP trustees may not rely
solely upon voting or dispositive decisions expressed by plan
participants, and must investigate whether those expressions
represent the desires of the participants, and are in their best
interests.
Other Information. USE has adopted a stock repurchase plan
under which it may purchase up to 275,000 shares of its Common
Stock. These shares would be purchased in part to provide a source
of shares for issuance upon the exercise of various outstanding
options.
Harold F. Herron, son-in-law of John L. Larsen, has been
living in and caring for a house owned by USE until such time as
the property was sold. In fiscal 1995, Mr. Herron purchased the
house for $260,000, the appraised value of the property, and was
reimbursed by the Company for leasehold improvements totaling
$22,800.
Three of John L. Larsen's sons are employed by USE (as manager
of USECC's commercial operations, uranium fuels marketing director,
and as chief pilot, respectively). Mr. Larsen's brother is
employed by USE as drilling superintendent; Mr. Larsen's son-in-law
Harold F. Herron is an officer and director of USE, and president
and a director of Brunton. Collectively, the five individuals
received $396,467.51 in cash compensation (paid by USE, Crested and
Brunton) for those services during the fiscal year ended May 31,
1995, which amount includes $117,441 cash compensation paid Mr.
Herron (principally in his capacity as president of Brunton, and
also for his service as a USE vice president, see Executive
Compensation above). The foregoing compensation expense (excluding
compensation paid by Brunton to Mr. Herron, and one of Mr. Larsen's
sons as a Brunton officer) was shared by the Company and USE, in
accordance with the compensation arrangements for all employees.
The Company and USE provide management and administrative
services for affiliates under the terms of various management
agreements. Revenues from these services for the Company were
$99,200 in fiscal 1995 and $180,000 in fiscal 1994.
CERTAIN INDEBTEDNESS
Transactions Involving USECC. The Company and USE conduct the
bulk of their activities through their equally-owned joint venture,
USECC. From time to time the Company and USE advance funds to or
make payments on behalf of USECC in furtherance of their joint
activities. These advances and payments create intercompany debt
between the Company and USE. The party extending funds is
subsequently reimbursed by the other venturer. USE had a note
receivable of $4,163,315 from the Company at May 31, 1995
($3,792,800 during fiscal 1994).
Debt Associated with USE's ESOP. During the year ended May 31,
1995, USE made a contribution of 37,204 shares of Common Stock to
the ESOP. Because the Company engages USE's employees to discharge
substantially all of its functions, these contributions benefitted
the Company. As a result, the Company owes USE $99,983 for one-
half of the Company's contribution to the ESOP. Regular and
substantial contributions by USE to the ESOP are required to
maintain the ESOP in effect. In fiscal 1994, USE contributed
46,332 shares of USE common stock to the ESOP, for one-half of
which the Company owes USE $92,664.
Loans to Three Directors. In fiscal 1992 USE loaned Mr. Evans
$24,200 against his promissory note due April 30,1993 and bearing
annual interest at ten percent. This loan is secured with 7,500 of
Mr. Evans' shares of USE Common Stock. Also in fiscal 1992, USE
loaned Mr. John L. Larsen $147,000 and further agreed to
consolidation of such new loan with outstanding indebtedness of
$99,008 owed USE by members of his immediate family (total debt
$246,008), against Mr. Larsen's promissory note for the total
amount due April 30, 1993 and bearing annual interest at ten
percent. The USE Board approved these transactions to obtain a
higher interest rate of return on the funds compared to commercial
rates, and to avoid having the USE stock prices depressed from such
persons selling their shares to meet personal obligations. The
loan maturities were extended to October 30, 1996. At
May 31, 1995, the Larsen family indebtedness totaled $496,830 (of
which $348,130 was secured by 120,600 shares of the USE common
stock). The preceding amounts do not include the loan from USE to
Mr. Herron (see below).
In fiscal 1995, USE made a five year non-recourse loan in the
amount of $112,170 to Harold F. Herron. The loan is secured by
30,000 shares of USE's Common Stock, bears interest at a rate of 7%
and is payable at maturity. The USE Board approved the loan to
obtain a higher interest rate of return on the funds compared to
commercial rates, and to avoid having the USE stock prices
depressed from Mr. Herron selling his shares to meet personal
obligations. See Transactions with Directors above.
Other Debt. The Company had a non-recourse promissory note
receivable of $72,700 due from a shareholder who is the brother of
Nick Bebout, a director of USE and the nephew of Daniel P. Svilar,
a director and executive officer of the Company. This note was
non-interest bearing and was repaid in fiscal 1994 with the USE
common stock that collateralized the note. At the same time, the
Company also assumed a non-recourse promissory note payable from
this shareholder to USE for $260,600. This note is secured by
60,000 shares of USE common stock and was due October 30, 1995.
The loan maturity has been extended to October 30, 1996.
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
The Board has selected Arthur Andersen & Co. as independent
public accountant for the year ending May 31, 1996. A
representative of Arthur Andersen & Co. may be present at the
Meeting and if present, will be available to respond to appropriate
questions. The representative of Arthur Andersen & Co., will be
provided with an opportunity to make a statement at the Meeting.
ANNUAL REPORT TO SHAREHOLDERS
A copy of the 1995 Annual Report to Shareholders, including
financial statements, has been forwarded to all record shareholders
entitled to vote at the Meeting. If any recipient of this Proxy
Statement has not received a copy of that Annual Report, please
notify Daniel P. Svilar, 877 North 8th West, Riverton, WY 82501,
telephone (307) 856-9271, and the Company will send a copy.
SHAREHOLDERS' PROPOSALS
The next Annual Meeting of Shareholders is expected to be held
in November of 1996. Shareholder proposals to be presented at the
next Annual Meeting of Shareholders must be received in writing by
the Company at its offices in Riverton, Wyoming, addressed to the
President, no later than June 9, 1996.
OTHER MATTERS
The Board does not know of any other matters which may
properly come before the Meeting. However, if any other matters
properly come before the Meeting, it is the intention of the
appointees named in the enclosed form of Proxy to vote said Proxy
in accordance with their best judgment on such matters.
Your cooperation in giving these matters your immediate
attention, and in returning your Proxy promptly, will be
appreciated.
By Order of the Board of Directors
CRESTED CORP.
s/ Daniel P. Svilar
DANIEL P. SVILAR, Secretary
Dated: October 27, 1995