SEC Comment Letter for US ENERGY CORP (USEG) (CIK 0000101594) (BSIN) — Apr 14, 2011
US ENERGY CORP (USEG) (CIK 0000101594)
Date: April 14, 2011 · CIK: 0000101594 · Accession: 0000000000-11-023287
AI Filing Summary & Sentiment
Reasoning
Letter
August 23, 2010
Keith G. Larsen Chief Executive Officer U.S. Energy Corp 877 North 8 th West Riverton, Wyoming 82501 Re: U.S. Energy Corp. Form 10-K for the Fiscal Year Ended December 31, 2009 Filed March 12, 2010 Definitive Proxy Statement on Schedule 14A Filed April 29, 2010 File No. 0-06814 Dear Mr. Larsen: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter within ten business days by amending your filing, by providing the requested information, or by advi sing us when you will provide the requested response. If you do not believe our comments apply to your fact s and circumstances or do not believe an amendment is appropriate, pl ease tell us why in your response.
After reviewing any amendment to your filing and the information you provide in response to these comments, we ma y have additional comments.
Form 10-K for the Fiscal year Ended December 31, 2009
Exhibit 99.1, Report of Ryder Scott Company, L.P.
1. We note your July 20, 2010 response to comments 3, 4, and 5 from our letter to you dated July 1, 2010. Please file the revised report with the amended Form 10-K as soon as it becomes available.
Exhibit 99.2, Report of Cawley, Gillespie & Associates, Inc.
2. We note your response to comments 6, 7, and 8 fr om our letter to you dated July 1, 2010. Please file the revised report with the amended Form 10-K.
Keith G. Larsen U.S. Energy Corp. August 23, 2010 Page 2
Definitive Proxy Statement on Schedule 14A filed April 29, 2010
Business Experience and Other Directorship s of Directors and Officers, page 15
3. We note your response to comment 9 from our letter to you dated July 1, 2010. Please provide the proposed disclosure where approp riate in the amended Form 10-K that you file to provide the revi sed engineering reports. Compensation Discussion and Analysis, page 18
4. Insofar as the compensation committee appears to have utilized benchmarking, please provide all the disclosure which Item 402(b )(2)(xiv) of Regulati on S-K requires. 5. We note your response to comment 11 from our letter to you dated July 1, 2010. We also note your statement that the personal goals ar e “quantifiable goals designed to increase shareholder value.” Please di sclose the specific personal goals and targets that were set for each named executive. See It em 402(b) of Regulation S-K. Closing Comments
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules requir e. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In responding to our comments, please provi de a written statement from the company acknowledging that: • the company is responsible for the adequacy and accuracy of the disclo sure in the filing;
• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of the United States.
Keith G. Larsen U.S. Energy Corp. August 23, 2010 Page 3
Please contact Parker Morrill at (202) 551-3696 or, in his absence, Timothy Levenberg, Special Counsel, at (202) 551-3707 with any questions.
Sincerely,
H. Roger Schwall Assistant Director
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August 23, 2010 Keith G. Larsen Chief Executive Officer U.S. Energy Corp 877 North 8 th West Riverton, Wyoming 82501 Re: U.S. Energy Corp. Form 10-K for the Fiscal Year Ended December 31, 2009 Filed March 12, 2010 Definitive Proxy Statement on Schedule 14A Filed April 29, 2010 File No. 0-06814 Dear Mr. Larsen: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter within ten business days by amending your filing, by providing the requested information, or by advi sing us when you will provide the requested response. If you do not believe our comments apply to your fact s and circumstances or do not believe an amendment is appropriate, pl ease tell us why in your response. After reviewing any amendment to your filing and the information you provide in response to these comments, we ma y have additional comments. Form 10-K for the Fiscal year Ended December 31, 2009 Exhibit 99.1, Report of Ryder Scott Company, L.P. 1. We note your July 20, 2010 response to comments 3, 4, and 5 from our letter to you dated July 1, 2010. Please file the revised report with the amended Form 10-K as soon as it becomes available. Exhibit 99.2, Report of Cawley, Gillespie & Associates, Inc. 2. We note your response to comments 6, 7, and 8 fr om our letter to you dated July 1, 2010. Please file the revised report with the amended Form 10-K. Keith G. Larsen U.S. Energy Corp. August 23, 2010 Page 2 Definitive Proxy Statement on Schedule 14A filed April 29, 2010 Business Experience and Other Directorship s of Directors and Officers, page 15 3. We note your response to comment 9 from our letter to you dated July 1, 2010. Please provide the proposed disclosure where approp riate in the amended Form 10-K that you file to provide the revi sed engineering reports. Compensation Discussion and Analysis, page 18 4. Insofar as the compensation committee appears to have utilized benchmarking, please provide all the disclosure which Item 402(b )(2)(xiv) of Regulati on S-K requires. 5. We note your response to comment 11 from our letter to you dated July 1, 2010. We also note your statement that the personal goals ar e “quantifiable goals designed to increase shareholder value.” Please di sclose the specific personal goals and targets that were set for each named executive. See It em 402(b) of Regulation S-K. Closing Comments We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules requir e. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In responding to our comments, please provi de a written statement from the company acknowledging that: • the company is responsible for the adequacy and accuracy of the disclo sure in the filing; • staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and • the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of the United States. Keith G. Larsen U.S. Energy Corp. August 23, 2010 Page 3 Please contact Parker Morrill at (202) 551-3696 or, in his absence, Timothy Levenberg, Special Counsel, at (202) 551-3707 with any questions. Sincerely, H. Roger Schwall Assistant Director