Form 12b-25
[As last amended in Release No. 34-35113,
December 19, 1994, 59 F.R.67742.]
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
(Check One):
[ X ]Form 10-K [ ] Form 20-F [ ]Form 11-K [ ]Form N-SAR
For Period Ended: MAY 31, 1996
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Read Attached Instruction Sheet Before Preparing Form. Please
Print or Type.
Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
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If the notification relates to a portion of the filing checked
above, identify the Items(s) to which the notification relates.
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Part I - Registrant Information
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Full name of Registrant U.S. ENERGY CORP.
Former Name if Applicable
Address of Principal Executive Office (Street and Number)
877 NORTH 8TH WEST
City, State and Zip Code RIVERTON, WY 82501
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Part II - Rules 12b-25(b) and (c)
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If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to Rule
12b-25(b), the following should be completed. (Check box if
appropriate)
(a) The reasons described in reasonable detail in Part II of
this form could not be eliminated without unreasonable effort
or expense;
(b) The subject annual report, semi-annual report,
transition report on Form 10_K, Form 20-F, 11-K or Form N-SAR,
or portion thereof will be filed on or before the fifteenth
[X] calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q, or portion
thereof will be filed on or before the fifth calendar day
following the prescribed due date; and
(c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
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Part III - Narrative
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State below in reasonable detail the reasons why Form 10-K, 20-F,
11-K, 10-Q, N-SAR or the transition report or portion thereof,
could not be filed within the prescribed time period.
On April 18, 1996 the Arbitration Panel (the "Panel")
presiding over the Sheep Mountain Partners ("SMP")arbitration
proceedings, awarded substantial amounts of damages to the
Registrant and its subsidiary Crested Corp. Nukem, Inc. ("Nukem")
and its wholly-owned subsidiary Cycle Resource Investment
Corporation ("CRIC") filed motions for correction of alleged errors
in the Award with both the U. S. District Court for the District of
Colorado and the Panel. The Court considered the motions and
remanded the motions to the Panel. The Panel confirmed the Award
on July 3, 1996. The subject arbitration proceedings have been
reported in 1934 Act filings for the past three years.
Subsequent to July 3, 1996, Registrant and Crested filed
amended petitions for confirmation of the Award and Nukem and CRIC
filed objects to the Award with the U. S. District Court. A
hearing has been scheduled for September 25, 1996 by the Court,
which ordered briefs filed by all parties by August 22, 1996 and
replies thereto within ten days. There are several grounds to
vacate or modify the Award set forth in the objections filed by
Nukem and CRIC.
Due to the amount of time required by Registrant's accounting
staff to respond to and in support of various motions filed in the
Court, the Registrant's accounting staff will be unable to finalize
the Registrant's financial statements for the fiscal year ended May
31, 1996 in time for the audit report to be issued by the
Registrant's independent auditors prior to August 29, 1996.
Accordingly, the Registrant will be unable to file the fiscal
1996 10-K Report by its August 29, 1996 due date. Registrant
believes that without the audited financial statements, no portion
of the 10-K Report should be filed.
Registrant will file the Form 10-K Report on or before
September 13, 1996.
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Part IV - Other Information
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(1) Name and telephone number of person to contact in regard
to this notification.
STEPHEN E. ROUNDS (303) 377-6997
(2) Have all other period reports required under section 13 or
15(d)of the Securities Exchange Act of 1934 or section 30 of the
Investment Company Act of 1940 during the preceding 12 months or
for such shorter period that the registrant was required to file
such report(s) been filed? If the answer is no, identify
reports(s).
[ X ]Yes [ ]No
(3) Is it anticipated that any significant change in results
of operations from the corresponding period for the last fiscal
year will be reflected by the earnings statements to be included in
the subject report or portion thereof?
[ X ]Yes [ ]No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be made.
The Registrant estimates fiscal 1996 will show a net
consolidated income of approximately $240,000 compared to a
consolidated net loss of $2,007,000 in fiscal 1995. Explanation of
the components of the fiscal 1996 earnings results will be
disclosed in the MD&A filed with the 1996 Form 10-K Report.
U.S. ENERGY CORP.
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: August 29, 1996 By: s/ Robert Scott Lorimer
___________________ __________________________________
ROBERT SCOTT LORIMER,
Treasurer and CFO