USE Form 8-K USECC Merger
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): December 22, 2006 (December 20,
2006)
|
U.S.
ENERGY CORP.
|
|
(Exact
Name of Company as Specified in its
Charter)
|
|
Wyoming
|
0-6814
|
83-0205516
|
|
(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
8: Other Events.
Item
8.01. Other
Events - Offer to Merge Crested Corp. into U.S. Energy
Corp.
On
December 20, 2006, the special committee of the board of directors of U.S.
Energy Corp. (“USE”) met with the special committee of the board of directors of
Crested Corp. (“Crested”). Following extensive discussions between the two
committees, the USE special committee proposed a merger of Crested into USE,
by
means of an offer to acquire the minority shares of Crested, based on an
exchange ratio of one share of common stock of USE for every two shares of
Crested common stock not held by USE (which owns 71% of the Crested common
stock). Both special committees are comprised of independent outside board
members of the respective companies.
The
offer
also provided that
(i)
USE
would
vote in line with the vote of a majority of the holders of the Crested minority
shares;
(ii)
USE
may
decline to consummate the merger, even after approval by the holders of a
majority of the minority Crested shares, if the holders of more than 200,000
Crested shares perfect their rights to dissent from the merger under Colorado
law or for other reasons, in USE’s sole discretion; and
(iii) Crested
shares of common stock issuable under options held by USE officers, directors,
and employees would participate in the offer on the same exchange ratio basis
as
the Crested minority shareholders (the number of Crested option shares would
be
determined by the extent to which Crested’s market price exceeds the $1.71
option exercise price).
The
Crested special committee accepted the offer. Thereafter, the special committees
recommended to their respective full boards that the merger offer be approved.
On December 20, 2006, the full boards of directors of USE and Crested Corp.
voted to approve the merger offer.
Consummation
of the merger is subject to execution of definitive documents; USE delivering
to
the Crested minority shareholders a proxy statement/prospectus (following
declaration of effectiveness by the SEC of a Form S-4 to be filed by USE
with
the SEC) for a special meeting of the Crested shareholders; approval of the
merger by the holders of a majority of the minority Crested shares; and
satisfaction of customary representations and warranties to be contained
in the
definitive documents. The Board of Directors is recommending that approval
of
the merger agreement be given by the shareholders of Crested Corp. USE
will
not seek USE shareholder approval of the merger.
For
information on the appointment of the special committees, please see the
Forms
8-K filed by USE and Crested on October 13, 2006.
Navigant
Capital Advisors, LLC is acting as financial advisor to the USE special
committee, and Neidiger Tucker Bruner Inc. is acting as financial advisor
to the
Crested special committee. These firms will deliver opinions to USE and Crested,
to the effects that the exchange ratio is fair to USE and to the Crested
minority shareholders, respectively.
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.
| |
U.S.
ENERGY CORP.
|
| |
|
|
| |
|
|
|
Dated:
December 22, 2006
|
By:
|
/s/
Keith G. Larsen
|
| |
|
Keith
G. Larsen, CEO
|