UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported):
April 13, 2018
MESABI TRUST
(Exact name of registrant as specified in its charter)
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New York |
1-4488 |
13-6022277 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
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c/o Deutsche Bank Trust Company Americas Trust & Agency Services 60 Wall Street 16th Floor New York, New York |
10005 |
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(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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ 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 ☐
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. ☐
Item 2.02Results of Operations and Financial Condition.
On April 13, 2018, Mesabi Trust issued a press release announcing that the Trustees of Mesabi Trust declared a distribution of forty-five cents ($0.45) per Unit of Beneficial Interest payable on May 20, 2018 to Mesabi Trust Unitholders of record at the close of business on April 30, 2018. A copy of the press release is being furnished as Exhibit 99.1 to this Form 8-K.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits
In accordance with general instruction B.2 to Form 8-K, the information in this Form 8-K shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
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
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By: |
/s/ Jeffrey Schoenfeld |
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Jeffrey Schoenfeld |
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Vice President |
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Deutsche Bank National Trust Company |
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For Deutsche Bank Trust Company Americas |
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Corporate Trustee of Mesabi Trust |
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Dated: April 13, 2018 |
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EXHIBIT 99.1
MESABI TRUST PRESS RELEASE
New York, New York
April 13, 2018
Distribution Announcement
The Trustees of Mesabi Trust (NYSE: MSB) declared a distribution of forty-five cents ($0.45) per Unit of Beneficial Interest payable on May 20, 2018 to Mesabi Trust Unitholders of record at the close of business on April 30, 2018. This compares to a distribution of fifty-five cents ($0.55) per Unit of Beneficial Interest for the same period last year.
The ten cents ($0.10) per Unit decrease in the current distribution, as compared to the same quarter last year, is primarily attributable to a lower volume of shipments during the fourth calendar quarter 2017, although at higher average iron ore sales prices, compared to the fourth quarter 2016, and to the Trust’s receipt of total royalty payments of $6,198,950 on January 30, 2018 from Northshore Mining Company (“Northshore”) which was lower than the total royalty payments of $9,791,421 received by the Trust from Northshore during January 2017. The Trust’s announcement today also reflects the Mesabi Trustees’ determination that Mesabi Trust presently has sufficient reserves available to make such a distribution while also maintaining an appropriate level of unallocated reserve in order for the Trust to be positioned to meet current and future expenses, and present and future liabilities (whether fixed or contingent) that may arise in connection with the current and ongoing challenges in the iron ore and steel industries generally.
Quarterly royalty payments earned for iron ore shipments made during the calendar quarter ended March 31, 2018, if any, payable by Northshore to Mesabi Trust under the royalty agreement, are due on April 30, 2018, together with the quarterly royalty report. After receiving the quarterly royalty report, Mesabi Trust plans to file a summary of the quarterly royalty report with the Securities and Exchange Commission in a Current Report on Form 8-K.
Other Available Information
Mesabi Trust’s Annual Report on Form 10‑K for the fiscal year ended January 31, 2018, which includes the audited financial statements of Mesabi Trust, was filed with the Securities and Exchange Commission on April 13, 2018. Mesabi Trust Unitholders may obtain a hard copy of the complete audited financial statements, which is included as Exhibit 13 to the Trust’s Annual Report, free of charge upon request to the Trust’s Corporate Trustee, at:
Mesabi Trust
c/o Deutsche Bank Trust Company Americas, Corporate Trustee
Trust & Securities Services — GDS
60 Wall Street, 16th Floor
New York, NY 10005
(904) 271‑2520
Unitholders can also directly access the audited financial statements of Mesabi Trust by navigating to the Mesabi Trust’s website at www.Mesabi-Trust.com and clicking on the Edgar Filings (SEC) link under the Menu to the right of the SEC Filings page by scrolling down to the desired Annual Report on Form 10‑K under Exhibit 13 thereof, beginning on page F‑1 of each such Report.
This press release contains certain forward-looking statements with respect to iron ore pellet production, iron ore pricing and adjustments to pricing, iron ore shipments, royalty (including bonus royalty) amounts, and other matters, which statements are intended to be made under the safe harbor protections of the Private Securities Litigation Reform Act of 1995, as amended. Actual production, prices, price adjustments, and shipments of iron ore pellets, as well as actual royalty payments (including bonus royalties) could differ materially from current expectations due to inherent risks and uncertainties such as general adverse business and industry economic trends, uncertainties arising from war, terrorist events, natural disasters, weather conditions and other world geo/political events, volatility in global trade, higher or lower customer demand for steel and iron ore, decisions by mine operators regarding curtailments or idling production lines or entire plants, environmental
compliance uncertainties, difficulties in obtaining and renewing necessary operating permits, higher imports of steel and iron ore substitutes, processing difficulties, consolidation and restructuring in the domestic steel market, indexing features in pellet purchase and sale agreements between Cleveland-Cliffs Inc. and its customers resulting in pricing adjustments to royalties payable to Mesabi Trust and other factors. Further, substantial portions of royalties earned by Mesabi Trust are based on estimated prices that are subject to interim and final adjustments, which can be positive or negative, and are dependent in part on multiple price and inflation index factors under agreements to which Mesabi Trust is not a party and that are not known until after the end of a contract year. Although the Mesabi Trustees believe that any such forward-looking statements are based on reasonable assumptions, such statements are subject to risks and uncertainties, which could cause actual results to differ materially. Additional information concerning these and other risks and uncertainties is contained in the Trust’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K. Mesabi Trust undertakes no obligation to publicly update or revise any of the forward-looking statements made herein to reflect events or circumstances after the date hereof.
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Contact: |
Mesabi Trust SHR Unit |
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Deutsche Bank Trust Company Americas |
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(904) 271-2520 |
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