0001104659-18-060767.txt : 20181005 0001104659-18-060767.hdr.sgml : 20181005 20181005163022 ACCESSION NUMBER: 0001104659-18-060767 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20181002 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20181005 DATE AS OF CHANGE: 20181005 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MESABI TRUST CENTRAL INDEX KEY: 0000065172 STANDARD INDUSTRIAL CLASSIFICATION: MINERAL ROYALTY TRADERS [6795] IRS NUMBER: 136022277 STATE OF INCORPORATION: NY FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04488 FILM NUMBER: 181110850 BUSINESS ADDRESS: STREET 1: P O BOX 318 CHURCH ST STATION STREET 2: C/O BANKERS TRUST CO CORP TRUST CITY: NEW YORK STATE: NY ZIP: 10008-0318 BUSINESS PHONE: 2122506519 MAIL ADDRESS: STREET 1: C/O BANKERS TRUST COMPANY, CORPORATE STREET 2: P.O. BOX 318 CHURCH STREET STATION CITY: NEW YORK STATE: NY ZIP: 10008-0318 8-K 1 a18-36394_18k.htm 8-K

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):

October 2, 2018

MESABI TRUST

(Exact name of registrant as specified in its charter)

New York		1-4488		13-6022277
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

c/o Deutsche Bank Trust Company Americas Trust & Agency Services 60 Wall Street 16th Floor New York, New York		10005
(Address of principal executive offices)		(Zip Code)

(904) 271-2520

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since 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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02 Departure of Directors or Principal Officers

(b) Mesabi Trust (the “Trust”) received a letter dated October 2, 2018 from Richard G. Lareau, advising the Mesabi Trustees that he will be retiring and resigning from his position as Trustee of Mesabi Trust. Mr. Lareau’s resignation will be effective as of the date his successor is appointed by a majority in interest of the Trust Certificate holders at a special meeting called by the Trustees for such purpose.

Item 8.01 Other Items

In accordance with the terms of the Mesabi Trust Agreement, the Trustees will call a special meeting of Trust Certificate holders for the purpose of voting to approve a successor trustee and such other matters as the Trustees shall determine. All Trust Certificate holders of record as of the record date to be determined for the special meeting will be sent a copy of Mr. Lareau’s notice of resignation, a notice of special meeting and proxy materials detailing the matters to be voted on at the special meeting as well as the time and location of the meeting.

The Mesabi Trustees also announced that they have nominated Robin Radke to stand for appointment by Trust Certificate holders to serve as successor Trustee to Mr. Lareau. Ms. Radke was recommended for nomination by the Trustees and her nomination was approved by the Trustees pursuant to a unanimous written consent, signed by the Trustees and effective October 2, 2018.

Effective October 2, 2018, Mr. Lareau also resigned from serving as Trustee of the Mesabi Land Trust, of which Mesabi Trust is the sole certificate holder. Pursuant to their authority under the Mesabi Land Trust Agreement, the Mesabi Trustees have appointed Ms. Radke to succeed Mr. Lareau as Trustee of the Mesabi Land Trust effective October 2, 2018.

Item 9.01 Financial Statements and Exhibits

(d)		Exhibits

99.1.		Press Release dated October 5, 2018.

SIGNATURE

Pursuant to the requirements 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 hereunto duly authorized.

	MESABI TRUST


	By:	/s/ Jeffrey Schoenfield
		Jeffrey Schoenfield
		Deutsche Bank National Trust Company,
		For Deutsche Bank Trust Company Americas
		As Corporate Trustee of the Mesabi Trust

Dated: October 5, 2018

EX-99.1 2 a18-36394_1ex99d1.htm EX-99.1

Exhibit 99.1

MESABI TRUST ANNOUNCES RETIREMENT OF TRUSTEE

NEW YORK, New York, October 5, 2018 — The Trustees of Mesabi Trust (NYSE: “MSB”) announced today that Richard G. Lareau, a Trustee of Mesabi Trust since 1989, will be retiring and resigning from his position as a Trustee of Mesabi Trust. Mr. Lareau’s resignation as Trustee of Mesabi Trust will be effective as of the date his successor is appointed by a majority in interest of the Trust Certificate holders at a special meeting called for such purpose.

In accordance with the terms of the Mesabi Trust Agreement, the Trustees will call a special meeting of Trust Certificate holders for the purpose of voting to approve a successor trustee and such other matters as the Trustees shall determine. All Trust Certificate holders of record as of the record date to be determined for the special meeting will be sent Mr. Lareau’s notice of resignation, a notice of special meeting and proxy materials detailing the matters to be voted on at the special meeting, as well as the time and location of the meeting.

The Mesabi Trustees also announced that they have nominated Robin Radke to stand for appointment by Trust Certificate holders to serve as successor Trustee to Mr. Lareau. Ms. Radke has over twenty-five years of business and legal experience, including nearly fifteen years in private and in-house legal practice. Since 2014, Ms. Radke has been Associate General Counsel at Merced Capital, L.P., a privately-held registered investment advisor. Prior to her current position, Ms. Radke was an attorney with Oppenheimer Wolff & Donnelly LLP for eleven years, where her work included advising the Mesabi Trust and the Trustees on securities reporting, internal controls and other general matters. Ms. Radke’s legal practice includes advising internal clients regarding a wide spectrum of industries, including financial services, lending, real estate, energy and shipping. In addition, Ms. Radke has a broad range of experience in securities law and general corporate law. Based on these factors, the Trustees agreed to endorse her candidacy and nominate her for appointment by the Trust Certificate Holders at a special meeting of Trust Certificate Holders to be scheduled.

Effective October 2, 2018, Mr. Richard Lareau also resigned from serving as Trustee of the Mesabi Land Trust, of which the Mesabi Trust is the sole Trust Certificate holder. Pursuant to their authority under the Mesabi Land Trust Agreement, the Mesabi Trustees appointed Ms. Radke to succeed Mr. Lareau as Trustee of the Mesabi Land Trust, also effective October 2, 2018.

Contact:	Mesabi Trust SHR Unit
	Deutsche Bank Trust Company Americas
	615-835-2749