ITEM 1. BUSINESS.
(a) General Development of Business.
The information under the headings “Trustees’ Discussion and Analysis of Financial Condition and Results of Operations,” “The Trust Estate,” “Leasehold Royalties,” and “Land Trust and Fee Royalties” beginning on pages 6, 17, 21 and 24, respectively, of the Annual Report of the Trustees of Mesabi Trust for the fiscal year ended January 31, 2006 (the “Annual Report”) is incorporated herein by reference.
(b) Financial Information About Segments.
Substantially all of the revenue, operating profits and assets of Mesabi Trust (“Mesabi Trust” or the “Trust”) relate to one business segment-iron ore mining. The information under the heading “Selected Financial Data” set forth on page 6 of the Annual Report is incorporated herein by reference.
(c) Narrative Description of Business.
The information under the headings “Trustees’ Discussion and Analysis of Financial Condition and Results of Operations,” “The Trust Estate,” and “Leasehold Royalties” beginning on pages 6, 17 and 21, respectively, of the Annual Report is incorporated herein by reference.
(d) Financial Information About Geographical Areas.
All of the Trust’s revenues and assets are derived from the Trust Estate. The information under the heading “Selected Financial Data” set forth on page 6 of the Annual Report is incorporated herein by reference.
(e) Availability of Reports on Registrant’s Website.
The information on the cover page of the Annual Report, set forth on page 1 thereof, is incorporated herein by reference.
ITEM 1A.
ITEM 1A. RISK FACTORS.
The information under the heading “Risk Factors” set forth on pages 3 through 6 of the Annual Report is incorporated herein by reference.
ITEM 1B.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
None.
ITEM 2.
ITEM 2. PROPERTIES.
The information under the heading “The Trust Estate” beginning on page 17 of the Annual Report is incorporated herein by reference.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS.
None.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
At the special meeting of the Trust’s Unitholders held on January 17, 2006 (the “Special Meeting”), the Unitholders appointed James A. Ehrenberg to serve as successor Trustee of the Trust, replacing Ira A. Marshall, Jr. Of the 11,951,615 Units voting in person or by proxy at the Special Meeting, on this proposal, 11,600,270 Units (or 88.42% of the Units outstanding) voted for Mr. Ehrenberg, with 267,975 Units (or 2.04%) voting against and 83,370 Units (or 0.64%) abstaining.
At the Special Meeting, the Trust’s Unitholders voted on, but did not approve, a proposed amendment to the Agreement of Trust which would have increased the minimum compensation payable to the Individual Trustees and the Corporate Trustee in the future for their service to the Trust. This proposal required the affirmative vote of at least 66-2/3% (or 8,746,674) of the Units outstanding. This proposal received the affirmative vote of 6,422,776 Units (or 48.95% of the Units outstanding), with 1,295,157 Units (or 9.87%) voting against and 175,656 Units (or 1.34%) abstaining.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED UNITHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
The information under the headings “Reserves and Distributions” and “Certificates of Beneficial Interest” set forth on pages 25 and 26, respectively, of the Annual Report is incorporated herein by reference.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA.
The information under the headings “Selected Financial Data” and “Reserves and Distributions” set forth on pages 6 and 25, respectively, of the Annual Report is incorporated herein by reference.
ITEM 7.
ITEM 7. TRUSTEES’ DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The information under the headings “Trustees’ Discussion and Analysis of Financial Condition and Results of Operations,” “Leasehold Royalties,” “Income and Expense,” and “Reserves and Distributions” beginning on pages 6, 21, 25 and 25, respectively, of the Annual Report is incorporated herein by reference.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The financial statements, including the independent auditors’ reports thereon, filed as a part of this report, are presented on pages through and are incorporated herein by reference.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
Effective December 15, 2004, Eide Bailly LLP (“Eide Bailly”) resigned as independent certified public accountants to Mesabi Trust due to Eide Bailly’s de minimis involvement in the preparation of the Trust’s financial statements. On that same date, the Trust engaged Gordon, Hughes & Banks, LLP (“GHB”) to act as independent certified public accountants for the Trust for each of the quarters and year-to-date periods ended April 30, 2004, July 31, 2004 and October 31, 2004. The decision to change accountants was unanimously made by the Trustees of the Trust. The Trustees subsequently engaged GHB as the Trust’s independent registered public accounting firm for its fiscal year ended January 31, 2005.
The Trust was also advised by Eide Bailly on December 15, 2004 that the Independent Accountant’s Review Reports filed in conjunction with the Trust’s Quarterly Reports on Form 10-Q for each of the quarters ended April 30, 2004 and July 31, 2004 should no longer be relied upon as Eide Bailly was not “independent” due to its de minimis involvement in the preparation of the Trust’s financial statement for these two quarters. In connection with its engagement as independent accountants to the Trust for the first three quarters of its fiscal year ending January 31, 2005, GHB reviewed the financial statements for each of the quarters and year-to-date periods ended April 30, 2004 and July 31, 2004. The Trust filed GHB’s Independent Accountant’s Review Reports as amendments to the respective Quarterly Reports on Form 10-Q for these two quarters on January 21, 2005.
In connection with these events, the Trust filed a Current Report on Form 8-K on December 20, 2004 pursuant to Section 13 of the Securities Exchange Act of 1934.
ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures. The Trustees maintain disclosure controls and procedures designed to ensure that information required to be disclosed by the Trust in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the rules and regulations of the Securities and Exchange Commission. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Trust is accumulated and communicated by Northshore Mining Company (“Northshore”), and consultants to the Trustees as appropriate, to allow timely decisions regarding required disclosure.
As part of their evaluation of the Trust’s disclosure controls and procedures, the Trustees rely on quarterly shipment and royalty calculations provided by Northshore. Because Northshore has declined to support this information with a written certification attesting to whether Northshore has established disclosure controls and procedures and internal controls sufficient to enable it to verify that the information furnished to the Trustees is accurate and complete, the Trustees must rely on (a) a general certification from Northshore and Northshore’s parent, Cleveland-Cliffs Inc (“CCI”), certifying as to the accuracy of the royalty calculations, and (b) CCI’s conclusions that its overall disclosure controls and procedures are effective. In addition, the Trust’s consultants review the schedule of leasehold royalties payable and shipping and sales reports provided by Northshore against production and shipment reports prepared by the Eveleth Fee Office, Inc., an independent consultant to the Trust (“Eveleth Fee Office”). Eveleth Fee Office gathers production and shipping information from Northshore and prepares monthly production and shipment reports for the Trustees. Furthermore, as part of its engagement by the Trust, Eveleth Fee Office also attends Northshore’s calibration and testing of its crude ore scales and boat loader scales which are conducted on a periodic basis.
As of the end of the period covered by this report, the Trustees carried out an evaluation of the Trust’s disclosure controls and procedures. The Trustees have concluded that such disclosure controls and procedures are effective.
Trustees’ Report on Internal Control over Financial Reporting. The Trustees’ Report on Internal Control over Financial Reporting, along with the attestation report of the Trust’s independent registered public accounting firm on its assessment of the Trust’s internal control over financial reporting, are set forth on pages and through, respectively, of the Annual Report.
Changes in Internal Control over Financial Reporting. To the knowledge of the Trustees, there has been no change in the Trust’s internal control over financial reporting that occurred during the Trust’s last fiscal quarter that has materially affected, or is likely to materially affect, the Trust’s internal control over financial reporting. The Trustees note for purposes of clarification that they have no authority over, and make no statement concerning, the internal controls of Northshore.
ITEM 9B.
ITEM 9B. OTHER INFORMATION.
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
There are no directors or executive officers of the registrant. The Agreement of Trust dated July 18, 1961 (the “Agreement of Trust”) provides for a Corporate Trustee and four Individual Trustees (collectively, the “Trustees”). Generally, Trustees continue in office until their resignation or removal. Any Trustee may be removed at any time, with or without cause, by the holders of two-thirds in interest of the Certificates of Beneficial Interest in the Trust (the “Trust Certificates”) then outstanding. In the case of an Individual Trustee, a successor is also appointed if the Individual Trustee dies, becomes incapable of acting or is adjudged bankrupt or insolvent. In the case of the Corporate Trustee, a successor is also appointed if a receiver of the Corporate Trustee or of its property is appointed, or if any public officer takes charge or control of the Corporate Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation. A successor is appointed by the holders of a majority in interest of the Trust Certificates then outstanding. Because such appointments are not made on a regular or periodic basis, the Trust does not have a standing nominating committee or a policy in place for the recommendation and nomination of successor Trustees.
The present Trustees of Mesabi Trust and their respective ages, terms in office as Trustees, and business experience during the past five (5) years are set forth in the following table:
There are no family relationships among any of the above persons.
The Trust’s activities are limited to collecting income, paying expenses and liabilities, distributing net income to the holders of Trust Certificates (the “Unitholders”) after the payment of, or provision for, such expenses and liabilities, and protecting and conserving the assets held. As such, the Trust does not have an audit committee and therefore has not designated an “audit committee financial expert” for purposes of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder.
To carry out the Trustees’ duties under the Agreement of Trust, the Trustees normally meet on a quarterly basis to discuss information and circumstances relevant to the Trust. In the third quarter of each year, the Trustees’ meeting is typically conducted in connection with the Trustees’ annual inspection trip in which they personally visit and tour Northshore’s mining operations and plant facilities located near Babbitt and in Silver Bay, Minnesota, respectively. The Trustees also meet with and interview Northshore personnel with respect to Northshore’s current operations, changes in operations, mining plans, capital equipment and facilities. The Trustees also conduct telephone conferences from time to time between the quarterly meetings to address developments that require more timely attention.
The Trustees have adopted a Code of Ethics applicable to the Trustees. A copy of the Trustees Code of Ethics is filed as Exhibit 14 to this report.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION.
Pursuant to the Amendment to the Agreement of Trust dated October 25, 1982 (the “Amendment”), each Individual Trustee receives at least $20,000 in annual compensation for services as Trustee. Each year, annual Trustee compensation is adjusted up or down (but not below $20,000) in accordance with changes from the November 1981 level of 295.5 (the “1981 Escalation Level”) in the All Commodities Producer Price Index (with 1967 = 100 as a base). The All Commodities Producer Price Index is published by the U.S. Department of Labor. The adjustment is made at the end of each fiscal year and is calculated on the basis of the proportion between (a) the level of such index for the November preceding the end of such fiscal year, and (b) the 1981 Escalation Level.
Also pursuant to the Amendment, Deutsche Bank Trust Company Americas, as the Corporate Trustee, receives annual compensation in an amount equal to the greater of (i) $20,000, or such other amount determined in accordance with the adjustments described in the preceding paragraph, or (ii) one quarter of one percent (1/4 of 1%) of the Trust Moneys, exclusive of proceeds of sale of any part of the Trust Estate (as such terms are defined in the Agreement of Trust), received by the Trustees and distributed to Unitholders.
Additionally, each year the Corporate Trustee receives $62,500 (or more, if unanimously approved by the Individual Trustees) to cover clerical and administrative services to Mesabi Trust other than services customarily performed by a registrar or transfer agent. In fiscal year 2006, the Trust paid the Corporate Trustee $62,500 for such services.
The following table sets forth the cash compensation earned by the Trustees through January 31, 2006, for services in all capacities as Trustees to the Trust during the fiscal year ended January 31, 2006.
CASH COMPENSATION TABLE
* Does not include $15,030 of fees and disbursements paid to Deutsche Bank Trust Company Americas as registrar and transfer agent of the Units.
** Mr. Marshall resigned as a Trustee of the Trust effective January 17, 2006.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND TRUSTEES.
The following table sets forth information concerning each person known to Mesabi Trust to own beneficially more than 5% of the Trust’s Units outstanding as of April 5, 2006. Such information has been obtained from Mesabi Trust’s records and a review of statements filed with Mesabi Trust pursuant to Rule 13d-102 under the Securities Exchange Act of 1934, as amended, through April 5, 2006.
(1) According to a Schedule 13G dated February 15, 2006, filed by such persons, which indicates that such persons each have shared voting power and shared dispositive power with respect to such Units. Tontine Capital Management, L.L.C. is the general partner of Tontine Capital Partners, L.P., the direct owner of the 861,600 Units reported. Mr. Gendell is the Managing Member of Tontine Capital Management, L.L.C. and in that capacity directs its operations.
The table below sets forth information as to the Units of Beneficial Interest in Mesabi Trust beneficially owned as of April 5, 2006 by the Trustees individually and as a group. Except as otherwise indicated and subject to applicable community property laws, each owner has sole voting and investment powers with respect to the securities listed.
** Less than 1%
(1) Deutsche Bank Trust Company Americas previously held, on behalf of various customers, Units in so-called “directed” accounts. Deutsche Bank Trust Company Americas no longer maintains such directed accounts and therefore does not beneficially own any Units.
(2) Includes 15,100 Units owned by Mr. Hoffman’s wife, over which Mr. Hoffman does not have any investment or voting power and as to which Mr. Hoffman disclaims any beneficial ownership.
(3) Includes 10,000 Units owned by Mr. Lareau’s wife, over which Mr. Lareau does not have any investment or voting power and as to which Mr. Lareau disclaims any beneficial ownership.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Mr. Richard G. Lareau, who became a Trustee on March 7, 1990, is a senior partner in the law firm of Oppenheimer Wolff & Donnelly LLP, of Minneapolis, Minnesota. That firm has been retained by Mesabi Trust since 1961 to act with respect to matters of Minnesota law, and was retained in 1991 by the Trustees other than Mr. Lareau to act as general counsel.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
(a) Audit Fees.
The aggregate fees paid for professional services rendered by Gordon, Hughes & Banks, LLP (“GHB”) for the audit of the Trust’s annual financial statements and review of the financial statements included in the Trust’s quarterly reports on Form 10-Q for fiscal 2006 were approximately $51,000, which amount excludes fees incurred by the Trust for professional services rendered by GHB after
January 31, 2006 and not yet billed to the Trust for GHB’s review of the Trustees’ report on internal control over financial reporting included in the Annual Report.
The aggregate fees paid for professional services rendered by GHB for the audit of the Trust’s annual financial statements and review of the financial statements included in the Trust’s quarterly reports on Form 10-Q for fiscal 2005 were approximately $25,500, which amount excludes fees incurred by the Trust for professional services rendered by GHB after January 31, 2005 and not yet billed to the Trust.
(b) Audit-Related Fees.
No fees were paid to GHB for assurance and related services that were not reasonably related to the performance of the audit or review of the Trust’s financial statements for fiscal 2006 or fiscal 2005.
(c) Tax Fees.
No fees were paid to GHB for tax compliance, tax advice and tax planning for Mesabi Trust for fiscal 2006 or fiscal 2005.
(d) All Other Fees.
No other fees were paid to GHB for products and services provided to Mesabi Trust, other than those described in items (a) through (c) above, for fiscal 2006 or fiscal 2005.
Before the independent auditor is engaged to perform audit and review services for the Trust, the Trustees approve the engagements. All services described in paragraphs (b), (c) and (d) above were approved by the Trustees.
PART IV
ITEM 15.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) 1. Financial Statements:
The following Financial Statements are incorporated in this Report by reference from the following pages of the Annual Report:
Independent Auditors’ Reports - pages through
Balance Sheets as of January 31, 2006 and 2005 - page
Statements of Income for the years ended January 31, 2006, 2005, and 2004 - page
Statements of Unallocated Reserve and Trust Corpus for the years ended January 31, 2006, 2005, and 2004 - page
Statements of Cash Flows for the years ended January 31, 2006, 2005, and 2004 - page
Notes to Financial Statements - pages through
3. Exhibits:
Item No.
Item
Filing Method
Agreement of Trust dated as of July 18, 1961
Incorporated by reference from Exhibit 3 to Mesabi Trust’s Annual Report on Form 10-K for the fiscal year ended January 31, 1987.
3(a)
Amendment to the Agreement of Trust dated as of October 25, 1982
Incorporated by reference from Exhibit 3(a) to Mesabi Trust’s Annual Report on Form 10-K for the fiscal year ended January 31, 1988.
Instruments defining the rights of Trust Certificate Holders
Incorporated by reference from Exhibit 4 to Mesabi Trust’s Annual Report on Form 10-K for the fiscal year ended January 31, 1987.
10(a)
Peters Lease
Incorporated by reference from Exhibits 10(a) - 10(d) to Mesabi Trust’s Annual Report on Form 10-K for the fiscal year ended January 31, 1987.
10(b)
Amendment of Assignment of Peters Lease
Incorporated by reference from Exhibits 10(a) - 10(d) to Mesabi Trust’s Annual Report on Form 10-K for the fiscal year ended January 31, 1987.
10(c)
Cloquet Lease
Incorporated by reference from Exhibits 10(a) - 10(d) to Mesabi Trust’s Annual Report on Form 10-K for the fiscal year ended January 31, 1987.
10(d)
Assignment of Cloquet Lease
Incorporated by reference from Exhibits 10(a) - 10(d) to Mesabi Trust’s Annual Report on Form 10-K for the fiscal year ended January 31, 1987.
10(e)
Modification of Lease and Consent to Assignment dated as of October 22, 1982
Incorporated by reference from Exhibit 10(e) to Mesabi Trust’s Annual Report on Form 10-K for the fiscal year ended January 31, 1988.
Item No.
Item
Filing Method
10(f)
Amendment of Assignment, Assumption and Further Assignment of Peters Lease
Incorporated by reference from Exhibit A to Mesabi Trust’s Report on Form 8-K dated August 17, 1989.
10(g)
Amendment of Assignment, Assumption and Further Assignments of Cloquet Lease
Incorporated by reference from Exhibit B to Mesabi Trust’s Report on Form 8-K dated August 17, 1989.
10(h)
Summary Description of Trustees’ Compensation
Filed herewith.
Annual Report of the Trustees of Mesabi Trust for the fiscal year ended January 31, 2006
Filed herewith.
Trustees Code of Ethics
Incorporated by reference from Exhibit 13 to Mesabi Trust’s Annual Report on Form 10-K for the fiscal year ended January 31, 2004.
Certification of Corporate Trustee of Mesabi Trust pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Filed herewith.
Certification of Corporate Trustee of Mesabi Trust pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Filed herewith.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
/s/ James A. Ehrenberg
April 17, 2006
James A. Ehrenberg
Individual Trustee
/s/ Rodney Gaughan
April 17, 2006
Rodney Gaughan
Assistant Vice President
Deutsche Bank Trust Company Americas
/s/ David J. Hoffman
April 17, 2006
David J. Hoffman
Individual Trustee
/s/ Richard G. Lareau
April 17, 2006
Richard G. Lareau
Individual Trustee
/s/ Norman F. Sprague III
April 17, 2006
Norman F. Sprague III
Individual Trustee