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Profile of the Trust of Great Northern Iron Ore Properties
Great Northern Iron Ore Properties (“Trust” or “GNIOP”) was a conventional nonvoting trust organized under the laws of the State of Michigan pursuant to a Trust Agreement dated December 7, 1906. The Trustees owned interests in fee, both mineral and nonmineral lands, on the Mesabi Iron Range in northeastern Minnesota. The Trust’s properties, which spanned two counties (St. Louis and Itasca) in northeastern Minnesota, extended from Hoyt Lakes on the east end of the Mesabi Iron Range to Grand Rapids on the west end of the Mesabi Iron Range. Many of these properties were leased to steel and mining companies that mined the mineral lands for taconite iron ore. The Trust had no subsidiaries. With the properties and offices all located in Minnesota, the Trust and matters affecting the Trust were under the jurisdiction of the Ramsey County District Court (“Court”) in Saint Paul, Minnesota.
Great Northern Iron Ore Properties represented an important chapter in Minnesota history with a presence in St. Paul and on the Mesabi Iron Range that spanned over a century, and key ties to James J. Hill – railroad pioneer and founder of the Great Northern Railway Company.
During the late 1890s, Hill’s son Louis W. Hill became interested in acquiring iron ore interests on the Mesabi Iron Range in northeastern Minnesota. He was confident that the iron ore shipped from these lands would prove a valuable income source of traffic for the Great Northern Railway Company. He also believed that the ownership of iron ore itself would add great value to Great Northern Railway and its stockholders. These mineral interest acquisitions were primarily titled in the name of Louis W. Hill and several other companies owned by the Lake Superior Company, Limited (“Superior”), a Michigan partnership composed of James J. Hill and some of his associates. At the time, a Minnesota law provided that only 5,000 acres of land may be owned by any one company, which evolved from the federal Sherman Antitrust Act. Consequently, it was necessary to have the lands owned by several different entities, of which James J. Hill was the primary stockholder.
In 1899, Superior entered into a contract with Great Northern Railway under which, in consideration for the transfer of the iron ore lands to Superior, it would 1) pay the net income generated from the properties to the Great Northern Railway stockholders, 2) not sell any of the property without prior approval of Great Northern Railway, and 3) transfer the properties as directed by Great Northern Railway. By 1906, all the iron ore lands and mineral interests previously acquired and titled under the various fee ownership interests were transferred to Superior.
In addition, because of a federal law known as the Hepburn Act of 1906, no railroad was permitted to haul commodities which they had produced themselves. Accordingly, in November 1906, Great Northern Railway directed Superior to transfer its stock in the mining property companies to the Trust known as Great Northern Iron Ore Properties. On December 7, 1906, 1,500,000 Great Northern Iron Ore Properties certificates of beneficial interest (“certificates” or “shares”) were issued to the stockholders of the Great Northern Railway, and the Trust was immediately quoted on the New York Stock Exchange (“NYSE”). Fifty years later, the restrictive land ownership statute provision was repealed and all of the assets of the liquidated companies were transferred to direct ownership of the Trustees of Great Northern Iron Ore Properties.
The Trust managed more than 67,000 acres in various fee interests. The primary purposes of the Trust were to lease its mineral interests on the Mesabi Iron Range in northeastern Minnesota to the major steel and taconite producers, collect royalties from the extraction of taconite ore by the producers, and provide a return to certificate holders (shareholders), while at the same time balancing the interests of the certificate holders with those of the reversioner (Glacier Park Iron Ore Properties LLC). Taconite ore, which was first mined and shipped from the Trust’s properties in 1967, continues to be mined today. Though there are small natural iron ore reserves on the Trust’s properties, the Trust’s lessees now process taconite ore due to its abundance on the Mesabi Iron Range. To date, over 700 million tons of natural iron ore and taconite ore (the latter in the form of pellets) have been shipped from the Trust’s properties and over $500 million have been distributed to its certificate holders. The 1,500,000 certificates were traded on the NYSE under the ticker symbol “GNI” [CUSIP No. 391064102] until the close of business on the Trust’s termination date, April 6, 2015. The Trust’s Taxpayer ID No. is 41-0788355.
As of the Trust’s termination date of April 6, 2015, the Trustees were Joseph S. Micallef (President and Chief Executive Officer), Roger W. Staehle, Robert A. Stein and James E. Swearingen. Collectively, the Trustees provided many years of experience and represented diverse backgrounds in trust law, metallurgy, mining, corporate and trust management, investments, and other related areas.
The Trust maintained offices in St. Paul and Hibbing, Minnesota. The St. Paul location was primarily the finance office where the Trustees meet on a regular basis to administer to the business of the Trust. The Hibbing location was primarily the engineering office where the Trust’s properties and related mining activities were monitored. In addition to frequent field inspections by the Trust’s engineering staff, the Hibbing office personnel utilized a comprehensive computer geographic information system, which is a spatially related database, to assist them in monitoring the Trust’s properties.
The Trust, by its terms, terminated on April 6, 2015, 20 years after the death of the last survivor named in the Trust Agreement dated December 7, 1906. The certificates in the Trust ceased to trade on the NYSE at the close of business on April 6, 2015, the Trust’s termination date. Certificates as of the close of business on April 6, 2015, only represented the right to receive a final distribution payable to the certificate holders of record on April 6, 2015. Upon completion of the Trust’s wind-down process, the Trust was obligated to distribute ratably to these certificate holders the net monies remaining in the hands of the Trustees (i.e., all remaining cash on hand after paying or providing for all expenses and obligations incurred through the Trust’s termination and wind-down process), plus the balance in the Principal Charges account (primarily representing the costs of surface lands acquired over the years and Court-ordered attorneys’ fees and expenses), all of which were subject to the final accounting and approval of the Court. All other Trust property (most notably the Trust’s mineral properties and active leases) was conveyed and transferred to the reversioner, without further payment or remuneration to the certificate holders, as of November 3, 2016. For more information about the termination of the Trust in the year 2015 and the subsequent wind-down process, please see the link at the top of this page.