UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 5
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
( ) Check box if no longer subject to Section 16.
Form 4 or Form 5 obligations may continue. See Instructions 1(b).
( ) Form 3 Holdings Reported
(X) Form 4 Transactions Reported
1. Name and Address of Reporting Person
EVANS, MAX T.
877 NORTH 8TH WEST
RIVERTON, WY 82501
USA
2. Issuer Name and Ticker or Trading Symbol
U.S. ENERGY CORP.
USEG
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Statement for Month/Year
MAY 31, 2001
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
( ) Director (X) 10% Owner (X) Officer (give title below) ( ) Other
(specify below)
SECRETARY
7. Individual or Joint/Group Reporting (Check Applicable Line)
(X) Form filed by One Reporting Person
( ) Form filed by More than One Reporting Person
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Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
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1. Title of Security |2. |3. |4.Securities Acquired (A) |5.Amount of |6.Dir |7.Nature of Indirect |
|Transaction| or Disposed of (D) | Securities |ect | Beneficial Ownership |
|Date |Code| | Beneficially |(D)or | |
| | | | A/| | Owned at |Indir | |
| | | Amount | D | Price | End of Year |ect(I)| |
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$.01 PAR VALUE COMMON STO|N/A | |NONE | |N/A |58,778 |D (a) | |
CK | | | | | | | | |
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$.01 PAR VALUE COMMON STO|N/A | |NONE | |N/A |66,286 |D (b) | |
CK | | | | | | | | |
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$.01 PAR VALUE COMMON STO|05/25/|A-4 |1,093 |A |NIL |1,093 |I (c) |ESOP Benef. |
CK |01 | | | | | | | |
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$.01 PAR VALUE COMMON STO|N/A | |NONE | |N/A |155,811 |I (d) |ESOP Trustee |
CK | | | | | | | | |
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$.01 PAR VALUE COMMON STO|N/A | |NONE | |N/A |125,556 |I (e) |By Plateau |
CK | | | | | | | | |
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$.01 PAR VALUE COMMON STO|N/A | |NONE | |N/A |512,359 |I (f) |By Crested |
CK | | | | | | | | |
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$.01 PAR VALUE COMMON STO|05/03/|J-4 |8,400 |D |NIL |-0- |I (g) |Son's ESOP |
CK |01 | | | | | | | |
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Table II -- Derivative Securitites Acquired, Disposed of, or Beneficially Owned |
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1.Title of Derivative |2.Con |3. |4. |5.Number of De |6.Date Exer|7.Title and Amount |8.Price|9.Number |10.|11.Nature of|
Security |version |Transaction rivative Secu |cisable and| of Underlying |of Deri|of Deriva |Dir|Indirect |
|or Exer |Date |Code| rities Acqui |Expiration | Securities |vative |tive |ect|Beneficial |
|cise Pr | | | red(A) or Dis |Date(Month/| |Secu |Securities |(D)|Ownership |
|ice of | | | posed of(D) |Day/Year) | |rity |Benefi |or | |
|Deriva | | | |Date |Expir| | |ficially |Ind| |
|tive | | | | A/|Exer-|ation| Title and Number | |Owned at |ire| |
|Secu | | | | D |cisa-|Date | of Shares | |End of |ct | |
|rity | | | Amount | |ble | | | |Year |(I)| |
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Qualifed Stock Option
|$2.90/sh|N/A | | | |04/15|04/14|Common Stock|57,200 |N/A |57,200 |D | |
(Right to Buy) (h) | | | | | |/92 |/02 | | | | | | |
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Qualified Stock Option |$2.875/s|N/A | | | |12/04|09/25|Common Stock|34,782 |N/A |34,782 |D | |
(Right to Buy) (h) |h | | | | |/98 |/08 | | | | | | |
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Nonqualified Stock Opti|$2.00/sh|N/A | | | |12/04|09/25|Common Stock|15,218 |N/A |15,218 |D | |
on
(Right to Buy) (h)| | | | | |/98 |/08 | | | | | | |
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Explanation of Responses:
Attachment to Form 5 for May 31,
2001
(a) Consists of 5,158 shares held directly by the Reporting Person, 37,278
shares held by the Reporting Person in joint tenancy with his wife, 14,647
shares held in an Individual Retirement Account for the benefit of the
Reporting Person; and 1,695 shares held in joint tenancy with the Reporting
Person's deceased wife in a street name
account.
(b) Consists of 15,750 shares and 50,536 shares subject to forfeiture by the
Reporting Person. The 15,750 shares, issued under the USEG
Restricted Stock Bonus Plan are deemed "earned out" by the Reporting Person:
(i) if he is continuously employed by USEG until he retires; (ii) if he
becomes totally disabled; (iii) upon his death, or (iv) if the shares are
claimed within three years following the occurrence of (i), (ii) or (iii). The
50,536
shares, issued under the 1996 Stock Award Program, vest at the rate of 20% each
year over a five year period and are subject to the forfeiture
conditions noted previously. The treasurer of USEG holds the shares in trust
for the benefit of the Reporting Person, while the non-employee directors
of USEG exercise shared voting and dispositive rights over all 66,286 shares.
The shares do not come under the control of the Reporting Person until
termination of employment. The total number of shares is presently reported;
distributions to the Reporting Person will not be reported separately. The
acquisitions of the shares by the Reporting Person from both the Bonus Plan and
the Award Plan are exempt under Rule 16b-3.
(c) Consists of shares held in the USEG Employee Stock Ownership Plan (the
"ESOP") in an account established for the benefit of the Reporting
Person. The Reporting Person is over age 70 1/2 and therefore the shares will
be immediately distributed to him (ie. his IRA); distribution to the
Reporting Person will not be separately
reported.
(d) Consists of shares held in the ESOP which are not allocated to accounts
established for the benefit of specific plan participants. The Reporting
Person, as an ESOP Trustee, exercises the voting powers with respect to such
unallocated shares.
(e) Consists of shares held by Plateau Resources Limited, a wholly-owned
subsidiary of USEG. The Reporting Person is an officer of both USEG
and Plateau and a director of Plateau. The Reporting Person is not a
controlling shareholder of Plateau, and therefore the Reporting Person does not
have a pecuniary interest in the USEG shares held by Plateau, under Rule
16a-1(a)(2)(iii).
(f) Consists of shares held by Crested Corp., a majority-owned subsidiary of
USEG. The Reporting Person is an officer of both USEG and Crested
and a director of Crested. The Reporting Person is not a controlling
shareholder of Crested and therefore the Reporting Person does not have a
pecuniary interest in the USEG shares held by Crested under Rule
16a-1(a)(2)(iii).
(g) Consisted of shares held in the ESOP in an account established for the
benefit of a member of the Reporting person's "immediately family", as that
term is defined in Rule 16a-1(e), in accordance with Rule 16a-8(b)(2). The
family member is no longer employed by the Issuer and the shares held in
his account have been distributed to him. This transaction is 16b-3 exempt for
the Reporting Person.
(h) Stock options granted under the Issuer's Incentive Stock Option Plan,
and exempt under Rule 16b-3.
Note: Pursuant to SEC Rule 16a-1(a)(2), information on Plateau and Crested
is not required, however, Registrant has undertaken
comprehensive disclosure and reports shares held by Plateau and
Crested as indirectly owned by the Reporting Person.
The Reporting Person disclaims beneficial and pecuniary interest in
the shares reported under footnotes d, e, f and g.
SIGNATURE OF REPORTING PERSON
/s/ MAX T. EVANS
DATE
July 23, 2001