<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
/X/ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For The Quarterly Period Ended October 31, 1999 or
/ / TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _____________ to _____________
Commission File Number: 1-4488
MESABI TRUST
(Exact name of registrant as specified in its charter)
NEW YORK 13-6022277
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
IN CARE OF BANKERS TRUST COMPANY,
CORPORATE TRUST & AGENCY GROUP
P.O. BOX 318
CHURCH STREET STATION
NEW YORK, NEW YORK 10008-0318
(Address of principal executive offices)
(212) 250-6519
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes /X/ No / /
As of November 30, 1999, there were 13,120,010 Units of Beneficial Interest in
Mesabi Trust outstanding.
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (NOTE 1)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
OCTOBER 31, OCTOBER 31,
-----------------------------------------------------------------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
A. Condensed Statements of Income
Revenues:
Royalty income $ 1,698,837 $ 2,596,244 $ 3,260,882 $ 4,553,525
Interest income 12,224 13,524 32,631 36,934
------------- ------------- ------------- -------------
$ 1,711,061 $ 2,609,768 $ 3,293,513 $ 4,590,459
Expenses 79,273 72,098 277,971 238,987
------------- ------------- ------------- -------------
Net income $ 1,631,788 $ 2,537,670 $ 3,015,542 $ 4,351,472
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Weighted average number
of units outstanding 13,120,010 13,120,010 13,120,010 13,120,010
Net income per unit (Note 2) $ .124374 $ 0.193420 $ .229843 $ 0.331667
Distributions declared
per unit $ .115 $ 0.165 $ .195 $ 0.275
</TABLE>
See Notes to Financial Statements.
2
<PAGE>
B. Condensed Balance Sheets
<TABLE>
<CAPTION>
Assets: October 31, 1999 January 31, 1999
---------------- ----------------
<S> <C> <C>
Cash $1,543,676 $2,115,273
U.S. Government securities,
at amortized cost (which approximates
market) 504,534 534,914
Accrued income 631,261 134,991
Prepaid insurance 7,422 4,861
---------- ----------
$2,686,893 $2,790,039
---------- ----------
Fixed property, including
intangibles, at nominal values:
Amended Assignment of
Peters Lease $ 1 $ 1
Assignment of Cloquet Lease 1 1
Certificate of beneficial
interest for 13,120,010
units of Land Trust 1 1
---------- ----------
$ 3 $ 3
---------- ----------
$2,686,896 $2,790,042
---------- ----------
---------- ----------
Liabilities, Unallocated
Reserve and Trust Corpus:
Liabilities:
Distribution payable $1,508,801 $2,033,602
Accrued expenses 8,000 43,485
---------- ----------
$1,516,801 $2,077,087
Unallocated reserve (Note 3) 1,170,092 712,952
Trust Corpus 3 3
---------- ----------
$2,686,896 $2,790,042
---------- ----------
---------- ----------
</TABLE>
See Notes to Financial Statements.
3
<PAGE>
C. Condensed Statements of Cash Flows
<TABLE>
<CAPTION>
NINE MONTHS ENDED
OCTOBER 31,
-------------------------------------------------
1999 1998
---- ----
<S> <C> <C>
Cash flows from operating
activities:
Royalties received $ 2,757,290 $ 3,896,266
Interest received 39,954 43,985
Expenses paid (316,018) (304,286)
----------- -----------
Net cash provided by
operating activities $ 2,481,226 $ 3,635,965
----------- -----------
Cash flows from investing activities:
Maturities of
U.S. Government
securities $ 4,150,006 $ 6,309,238
Purchases of U.S.
Government securities (4,119,626) (6,381,938)
----------- -----------
Net cash provided by (used in)
investing activities $ 30,380 $ (72,700)
----------- -----------
Cash flows from financing activities:
Net cash (used in) financing
activities, distributions
to Unitholders $(3,083,203) $(4,920,004)
----------- -----------
Net increase/(decrease) in cash $ (571,597) $(1,356,739)
Cash, beginning of year 2,115,273 3,607,221
----------- -----------
Cash, end of quarter $ 1,543,676 $ 2,250,482
----------- -----------
----------- -----------
Reconciliation of net income
to net cash provided by
operating activities:
Net income $ 3,015,542 $ 4,351,472
(Increase) in accrued income (496,270) (635,788)
Decrease in prepaid insurance (2,561) (3,688)
(Decrease) in accrued expenses (35,485) (76,031)
----------- -----------
Net cash provided by
operating activities $ 2,481,226 $ 3,635,965
----------- -----------
----------- -----------
</TABLE>
See Notes to Financial Statements.
4
<PAGE>
MESABI TRUST
NOTES TO FINANCIAL STATEMENTS
Note 1. The financial statements included herein have been prepared
without audit (except for the balance sheet at January 31, 1999)
in accordance with the instructions to Form 10-Q pursuant to the
rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations. In the opinion of the
Trustees, all adjustments, consisting only of normal recurring
adjustments, necessary for a fair statement of (a) the results of
operations for the nine months ended October 31, 1999 and 1998,
(b) the financial positions at October 31, 1999 and January 31,
1999, and (c) the cash flows for the nine months ended October
31, 1999 and 1998, have been made.
Note 2. Earnings per unit are based on weighted average number of units
outstanding during the period (13,120,010 units).
Note 3. The Trustees attempt to maintain $500,000 of liquid assets as
part of an Unallocated Reserve. The Unallocated Reserve consists
of these liquid assets and accrued revenue (primarily royalties
not yet received). At October 31, 1999, the Unallocated Reserve
was represented by $538,831 in unallocated cash and U.S.
Government securities, and $631,261 of accrued revenue primarily
representing royalties not yet received by the Trust but
anticipated to be received in January 2000 from Northshore as
part of the royalty due with respect to the fourth fiscal
quarter, based upon reported lessee shipping activity for the
month of October 1999.
5
<PAGE>
ITEM 2. TRUSTEES' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
FORWARD-LOOKING INFORMATION
Certain statements contained in this document are forward-looking,
including specifically those statements estimating calendar year 1999 production
or shipments. All such forward-looking statements are based on input from the
lessee/operator. The Trust has no control over the operations and activities of
the lessee/operator except within the framework of current agreements. Actual
results could differ materially from those indicated in such statements.
Important factors that could cause actual results to differ materially include
those listed in "Important Factors Affecting Mesabi Trust" below.
BACKGROUND
Leasehold royalty income constitutes the principal source of the
Trust's revenue. Royalty rates are determined in accordance with the terms of
Mesabi Trust's leases and assignments of leases. Three types of royalties
comprise the Trust's leasehold royalty income:
- Overriding royalties, which constitute the majority of Mesabi
Trust's royalty income, are determined by both the volume and
selling price of iron ore products shipped.
- Fee royalties, historically a smaller component of the Trust's
royalty income, are payable to Mesabi Land Trust, a Minnesota
land trust of which Mesabi Trust is the sole beneficiary
("Mesabi Land Trust"), and are based on the amount of crude
ore mined. Currently, the fee royalty on crude ore is based on
an agreed price per ton, subject to certain indexing. Crude
ore is used to produce iron ore pellets and other products.
- Minimum advance royalties, the third type of royalty, are
discussed below.
With respect to the volume component of royalty calculation,
Northshore Mining Company ("Northshore") is obligated to pay Mesabi Trust base
overriding royalties in varying amounts. The volume component of overriding
royalties constitutes a percentage of the gross proceeds of iron ore products
produced at Mesabi Trust lands (and to a limited extent other lands) and shipped
from Silver Bay, Minnesota. The percentage ranges from 2-1/2% of the gross
proceeds for the first one million tons of iron ore products so shipped annually
to 6% of the gross proceeds for all iron ore products in excess of 4 million
tons so shipped annually.
With respect to the selling price component of overriding royalty
calculation, Northshore is obligated to pay to Mesabi Trust royalty bonuses. The
royalty bonus is a percentage of the gross proceeds of product shipped from
Silver Bay and sold at prices above a threshold price. The threshold price is
adjusted on an annual basis for inflation and deflation (but not below $30). The
threshold price was $37.29 for calendar year 1997, was $38.21 for calendar year
1998 and is $38.22 for calendar year 1999. The royalty bonus percentage ranges
from 1/2 of 1% of the gross proceeds (on all tonnage shipped for sale at prices
between the threshold price and $2.00 above the threshold price) to 3% of the
gross proceeds on all tonnage shipped for sale at prices $10.00 or more above
the threshold price. No royalty bonus has been paid to date.
Generally, Northshore's obligation to pay base overriding royalties
and royalty bonuses with respect to the sale of iron ore products accrues upon
the shipment of those products from Silver Bay. However, regardless of whether
any shipment has occurred, Northshore is obligated to pay to Mesabi Trust a
minimum advance royalty. Each year, the amount of the minimum advance royalty is
adjusted for
6
<PAGE>
inflation and deflation (but not below $500,000 per annum). Advance royalties
payable were $621,606 for calendar year 1997, were $636,935 for calendar year
1998 and are $637,044 for calendar year 1999. Until overriding royalties (and
royalty bonuses, if any) for a particular year equal or exceed the minimum
advance royalty for the year, Northshore must make quarterly payments of up to
25% of the minimum advance royalty for the year. Because advance minimum
royalties are essentially prepayments of base overriding and bonus royalties
earned each year, any advance minimum royalties paid in a fiscal quarter are
recouped by credits against base overriding and bonus royalties earned in later
fiscal quarters during the year. Historically, advance minimum royalties have
been paid in the first fiscal quarter and recouped in the second fiscal quarter.
Northshore is obligated to make quarterly royalty payments in
January, April, July and October of each year. In the case of base overriding
royalties and royalty bonuses, these quarterly royalty payments are to be made
whether or not the related proceeds of sale have been received by Northshore by
the time such payments become due.
Under the relevant documents, Northshore may mine and ship iron ore
products from lands other than Mesabi Trust lands. To encourage the use of iron
ore products from Mesabi Trust lands, Mesabi Trust receives royalties on stated
percentages of iron ore shipped from Silver Bay, whether or not the iron ore
products are from Mesabi Trust lands. Mesabi Trust receives royalties at the
greater of (i) the aggregate quantity of iron ore products shipped that were
from Mesabi Trust lands, and (ii) a portion of the aggregate quantity of all
iron ore products shipped that were from any lands, such portion being 90% of
the first four million tons shipped during such year, 85% of the next two
million tons shipped during such year, and 25% of all tonnage shipped during
such year in excess of six million tons.
In its annual report for the fiscal year ended December 31, 1998
("Report"), Cleveland Cliffs, Inc. ("CCI"), parent company of Northshore, the
lessee/operator of Mesabi Trust iron ore interests, stated that it was
continuing to evaluate whether to build a facility to produce pig iron at CCI's
Northshore Mine in Minnesota that would annually produce 700,000 metric tons of
premium grade pig iron. In the Report, it was stated that good progress has been
made in a number of areas on the project, but that a decision relative to
proceeding with this project has been delayed by uncertainty about market
conditions and timing of state environmental permitting. In its most recently
released quarterly report on Form 10-Q for the quarter ended September 30, 1999,
CCI did not provide an update regarding its plans, if any, for a pig iron
facility. Because of the preliminary nature of this information, the Mesabi
Trustees are unable to determine at this time how the addition of a pig iron
facility (if the project proceeds) would impact overall revenues of Mesabi
Trust. As indicated elsewhere in this report, the Trust's revenues are currently
derived almost entirely from iron ore pellet production and sales.
Mesabi Trust has no employees, but it engages independent consultants
to assist the Trustees in monitoring, among other things, the amount and sales
prices of iron ore products shipped by Northshore from Silver Bay, Minnesota. As
noted above, the information regarding amounts and sales prices of shipped iron
ore products is used to compute the royalties payable to Mesabi Trust by
Northshore. Bankers Trust Company, the Corporate Trustee, also performs certain
administrative functions for Mesabi Trust.
IMPORTANT FACTORS AFFECTING MESABI TRUST
The Agreement of Trust specifically prohibits the Trustees from
entering into or engaging in any business. This prohibition applies even to
business activities the Trustees deem necessary or proper for the preservation
and protection of the Trust Estate. Accordingly, the Trustees' activities in
connection with the administration of Trust assets are limited to collecting
income, paying expenses and liabilities, distributing net income and protecting
and conserving the assets held.
7
<PAGE>
Accordingly, the income of the Trust is highly dependent upon the
activities and operations of Northshore, and the terms and conditions of the
Amended Assignment Agreements. The Trust and the Trustees have no control over
the operations and activities of Northshore, except within the framework of the
Amended Assignment Agreements.
Due to winter weather, and the increasing royalty percentages based
on tonnage shipped in a calendar year, results for a particular calendar quarter
are typically not indicative of results for future quarters or the year as a
whole. Factors which can impact the results of the Trust in any quarter or year
include:
1. SHIPPING CONDITIONS IN THE GREAT LAKES. Shipping activity by Northshore
is dependent upon when the Great Lakes shipping lanes freeze for the
winter months (typically in January) and when they re-open in the spring
(typically late-March or April). Base overriding royalties to Mesabi
Trust are based on shipments made in a calendar quarter. Because there
typically is little or no shipping activity in the first calendar
quarter, the Trust typically receives only the minimum royalty for that
period.
2. OPERATIONS OF NORTHSHORE. Because the primary portion of the Trust's
revenues derive from iron ore product shipped by Northshore from
Silver Bay, Northshore's processing and shipping activities directly
impact the Trust's revenues in each quarter and for each year. In
turn, a myriad of factors affect Northshore shipment volume. These
factors include economic conditions in the iron ore industry, pricing
by competitors, long-term customer contracts or arrangements by
Northshore or its competitors, availability of ore boats, production
at Northshore's mining operations, and production at the
pelletizing/processing facility. If any pelletizing line becomes idle
for any reason, production and shipments (and, consequently, Trust
income) could be adversely impacted. In fact, CCI recently reported
that it expects ore prices in 1999 to be 6% to 7% below last year's
prices. CCI also announced that Northshore shut down its smallest
pelletizing furnace on July 22, that this is expected to be closed
through the end of the year. Although it is not possible to know with
certainty the extent or duration of such shutdowns of properties, it
is reasonable to expect that Trust royalties will be lower than last
year's royalties during comparable periods.
3. INCREASING ROYALTIES. As described elsewhere in this Report, the royalty
percentage paid to the Trust increases as the aggregate tonnage of iron
ore products shipped, attributable to the Trust, in any calendar year
increases. Assuming a consistent sales price per ton throughout a
calendar year, shipments of iron ore product attributable to the Trust
later in the year generate a higher royalty to the Trust.
4. PERCENTAGE OF MESABI TRUST ORE. As described elsewhere in this Report,
Northshore has the ability to process and ship iron ore product from
lands other than Mesabi Trust lands. In certain circumstances, the Trust
may be entitled to royalties on those other shipments, but not in all
cases. In general, the Trust will receive higher royalties (assuming all
other factors are equal) if a higher percentage of shipments are from
Mesabi Trust lands. The percentages of shipments that came from Mesabi
Trust lands were 99.3%, 98.3%, 98.4%, 90.6% and 88.3% in calendar years
1998, 1997, 1996, 1995 and 1994, respectively.
COMPARISON OF THREE MONTHS ENDED OCTOBER 31, 1999 AND OCTOBER 31, 1998
Mesabi Trust's net income decreased to $1,631,788 for the fiscal
quarter ended October 31, 1999, as compared to net income of $2,537,670 for the
fiscal quarter ended October 31, 1998. Mesabi Trust's gross income for the
fiscal quarter ended October 31, 1999 was $1,711,061 consisting of $0 in
8
<PAGE>
minimum advance royalty income, $1,630,329 in overriding royalty income, $68,508
in fee royalty income and $12,224 in interest income, as compared to gross
income of $2,609,768 consisting of $265,391 in minimum advance royalty income,
$2,260,457 in overriding royalty income, $70,396 in fee royalty income and
$8,218 in interest income, for the fiscal quarter ended October 31, 1998.
Generally, decreases in royalty income are due to decreased pellet shipments or
decreased pellet prices. Mesabi Trust's expenses for the fiscal quarter ended
October 31, 1999 were $79,273, compared to expenses of $72,098 for the fiscal
quarter ended October 31, 1998.
COMPARISON OF NINE MONTHS ENDED OCTOBER 31, 1999 AND OCTOBER 31, 1998
Mesabi Trust's net income decreased to $3,015,542 for the nine months
ended October 31, 1999, as compared to net income of $4,351,472 for the nine
months ended October 31, 1998. Mesabi Trust's gross income for the nine months
ended October 31, 1999 was $3,293,513, consisting of $0 in minimum advance
royalty income, $3,025,926 in overriding royalty income, $234,956 in fee royalty
income and $32,631 in interest income, as compared to gross income of $4,590,459
consisting of $0 in minimum advance royalty income, $4,306,559 in overriding
royalty income, $246,966 in fee royalty income and $36,934 in interest income,
for the nine months ended October 31, 1998. Generally, decreases in royalty
income are due to decreased pellet shipments or decreased pellet prices. Mesabi
Trust's expenses for the nine months ended October 31, 1999 were $277,971,
compared to expenses of $238,987 for the nine months ended October 31, 1998.
Mesabi Trust's Unallocated Reserve aggregated $1,170,092 at October
31, 1999, as compared with an Unallocated Reserve of $1,463,268 at October 31,
1998. The decrease of $293,176 was due to the net effect of: (a) the decrease in
net income of $876,916 during the nine months ended October 31, 1999 as compared
with the nine months ended October 31, 1998 and (b) the January 31, 1999
unallocated reserve balance of $712,952 was $6,847 lower than the January 31,
1998 unallocated reserve balance of $719,799. The Trustees anticipate that the
amount of Unallocated Reserve will fluctuate from time to time, depending upon a
number of factors, including but not limited to the income for a particular
period, the amount and timing of distributions, uncertainty about future royalty
income and the uncertainty of future expenses.
9
<PAGE>
ROYALTY COMPARISONS
The following chart summarizes Mesabi Trust's royalty income for the
nine months ended October 31, 1999 and October 31, 1998, respectively:
<TABLE>
<CAPTION>
Nine months Ended October 31,
1999 1998
---- ----
<S> <C> <C>
Base overriding royalties $3,025,926 $4,306,559
Bonus royalties 0 0
Minimum advance
royalty paid (recouped) 0 0
Fee royalties 234,956 246,966
------------ ------------
Total royalty income $3,260,882 $4,553,525
------------ ------------
------------ ------------
</TABLE>
RECENT DEVELOPMENTS
The Trustees of Mesabi Trust have learned through a public
announcement by CCI, the corporate parent of Northshore, that CCI has
implemented cutbacks in production at Cliffs-managed mines in order to reduce
iron ore pellet output for the year by approximately 2.7 million tons. Based on
this public announcement by CCI, the Trustees' estimate that this production
cutback includes reductions of approximately 400,000 tons at the Northshore
plant which produces iron ore pellets from iron ore mined from the Mesabi Trust
lands. Northshore shut down its smallest pelletizing furnace on July 22 and it
is expected to be closed through the end of the year.
These production cutbacks and anticipated sales reductions indicate
to the Mesabi Trustees that pellet shipments and pellet pricing will likely
decrease during the current quarter, which could accordingly result in lower
distributions to Unitholders in comparison to similar periods in prior years.
The volume of shipments of iron ore pellets by Northshore and pellet
sales prices vary from quarter to quarter and year to year based on a number of
factors including weather conditions on the Great Lakes, the requested delivery
schedules of customers and general economic conditions in the iron ore industry.
The resulting royalties to the Trust are dependent on the volume of shipments
for the quarter and the year to date, the pricing of the iron ore product sales
and the percentage of iron ore shipments which is from Mesabi Trust lands rather
than other lands. Currently, unusually high levels of steel imports have
significantly reduced demand for domestic steel production.
IMPACT OF YEAR 2000
Computer programs have historically been written to abbreviate dates
by using two digits instead of four digits to identify a particular year. The
so-called "Year 2000 problem" is the inability of computer software or hardware
to recognize or properly process dates ending in "00" and dates after the Year
2000. Significant attention is being focused as the Year 2000 approaches on
updating or replacing such software and hardware in order to avoid system
failures, miscalculations or business interruptions that might otherwise result.
The Trustees of Mesabi Trust are taking steps we believe are necessary to insure
that this potential problem does not adversely affect the Trust. We are
continuing our as-yet incomplete assessment of the impact of the Year 2000
problem.
Because it is a trust entity and has no operations of its own, Mesabi
Trust believes that the costs and efforts it may incur to address the Year 2000
problem will not be material. The Year 2000 problem may, however, adversely
impact Mesabi Trust indirectly by affecting the businesses and operations of
parties with which the Trustees interact in the normal course of administering
the Trust (which activities,
10
<PAGE>
as noted elsewhere in this report, are limited to collecting income, paying
expenses and liabilities, distributing net income and protecting and conserving
the assets held). There can be no assurance that Mesabi Trust will be able to
effectively address Year 2000 issues in a cost-efficient manner and without
interruption, or that Year 2000 problems encountered by parties with which the
Trustees interact in the normal course of administering the Trust will not
adversely affect the Trust.
Mesabi Trust's state of readiness for the Year 2000, our estimated
costs associated with Year 2000 issues, the risks we face associated with Year
2000 issues and our Year 2000 contingency plans are summarized below.
STATE OF READINESS -- Mesabi Trust has no internal computer programs
or systems. Externally, Mesabi Trust has implemented a three-phase process to
assess Year 2000 compliance of systems used by parties with which the Trustees
interact in the normal course of administering the Trust, and remediate any
material non-compliance. The phases are (1) to identify the parties with which
the Trustees interact in the course of operating the Trust and determine whether
they are significant to the operation and performance of the Trust (so-called
"core parties"); (2) to contact the core parties by, among other methods,
sending them letters and questionnaires designed to solicit information relating
to the Year 2000 problem; and (3) to evaluate the responses received from the
core parties. We have completed the first two phases of this external process.
We have received and evaluated responses to our inquiries from most of the core
parties and do not believe such responding core parties face Year 2000
compliance problems that would have a material effect on the Trust. We have been
following up, and plan to continue to follow up during 1999, with those core
parties who have not yet responded to our inquiries as well as those who have
indicated that their compliance efforts are not yet entirely complete.
COSTS ASSOCIATED WITH YEAR 2000 ISSUES -- We estimate that the future
costs associated with implementing all phases of our Year 2000 assessment and
resolving any Year 2000 problems will be between $5,000 and $20,000. We believe
that these costs, assuming this estimate is accurate, would not have a material
effect on the Trust's performance. We estimate our costs to date associated with
Year 2000 issues to be less than $5,000. We anticipate that cash flow from Trust
income will be used to pay the costs to address Year 2000 issues. All Year 2000
costs are expensed as incurred.
RISKS ASSOCIATED WITH YEAR 2000 ISSUES -- We are unaware of any
material risk to Mesabi Trust associated with Year 2000 issues at the present
time. We believe that the reasonably likely worst case Year 2000 scenario is a
decrease in the efficiency with which the Trust collects income and pays
expenses and liabilities, and a decrease in the efficiency with which the Trust
receives payments from Northshore. A decrease in efficiency would not
necessarily result in a decrease in the performance of the Trust, however,
because we believe that alternative collection methods could be arranged within
a relatively short period of time. Any disruption, however, could result in
delayed or lost revenue.
CONTINGENCY PLANS -- The Trustees' contingency plan, if one or more
of the core parties suffers a significant Year 2000 problem, is to identify
alternative vendors and service providers where practicable in an effort to
decrease the impact on Mesabi Trust. The Trustees have not yet identified such
alternative vendors and service providers. Because there is no practical
alternative to Northshore's role as lessee/operator of Mesabi Trust iron ore
interests, the contingency plan if royalty payments by Northshore are adversely
affected by a Year 2000 problem would likely include delays of distributions to
Unit holders.
11
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.
Not applicable.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
27.1 Financial Data Schedule........................Filed herewith.
(b) Reports on Form 8-K
A Form 8-K dated September 24, 1999, was filed during the third
quarter ended October 31, 1999 related to the continued listing of the Company's
Units of Beneficial Interest on the New York Stock Exchange and related to the
announcement by Northshore Mining Company.
12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MESABI TRUST
--------------------------------------------------
(Registrant)
By: BANKERS TRUST COMPANY
Corporate Trustee
Principal Administrative Officer and duly
authorized signatory:*
Date: December 14, 1999 By: /s/ Vincent Chorney
-------------------------------------------------
Name: Vincent Chorney
Title: Assistant Vice President
* There are no directors
or executive officers of
the registrant.
13
<PAGE>
EXHIBIT INDEX
Item No. Description
-------- -----------
27.1 Financial Data Schedule..................Filed herewith.
14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED
STATEMENTS OF EARNINGS AND THE CONSOLIDATED BALANCE SHEET AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JAN-31-2000
<PERIOD-START> FEB-01-1999
<PERIOD-END> OCT-31-1999
<CASH> 1,543,676
<SECURITIES> 504,534
<RECEIVABLES> 631,261
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,686,893
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,686,893
<CURRENT-LIABILITIES> 1,516,801
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 2,686,893
<SALES> 3,260,882
<TOTAL-REVENUES> 3,293,513
<CGS> 0
<TOTAL-COSTS> 277,971
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 3,015,542
<INCOME-TAX> 0
<INCOME-CONTINUING> 3,015,542
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,015,542
<EPS-BASIC> .230
<EPS-DILUTED> .230
</TABLE>
