About the Company
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Post-April 6, 2015 Financial Reports and Correspondence
The Trustees of Great Northern Iron Ore Properties (“Trust”) owned interest in 12,033 acres on the Mesabi Iron Range Formation in northeastern Minnesota, most of which was under lease to major iron ore producing companies. 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 in Saint Paul, Minnesota (“Court”). Due to the Trustees’ election pursuant to Section 646 of the Tax Reform Act of 1986, as amended, commencing with year 1989 the Trust was no longer subject to federal and Minnesota corporate income taxes. The Trust was a grantor trust.
The terms of the Great Northern Iron Ore Properties Trust Agreement, created December 7, 1906, stated that the Trust shall continue for twenty years after the death of the last survivor of eighteen persons named in the Trust Agreement. The last survivor of these eighteen persons died on April 6, 1995. Accordingly, the Trust terminated twenty years from April 6, 1995, that being April 6, 2015.
The certificates of beneficial interest (“certificates” or “shares”) in the Trust ceased to trade on the New York Stock Exchange (“Exchange”) at the close of business on April 6, 2015, the Trust’s termination date. The Exchange, on the Trust’s behalf, filed Form 25 with the Securities and Exchange Commission (“SEC”) shortly after the Trust’s termination date to delist the Trust’s certificates from the Exchange and deregister the Trust’s certificates under Section 12(b) of the Securities Exchange Act of 1934. Following this delisting and deregistration of the certificates, the Trust filed Form 15 with the SEC to suspend the Trust’s reporting obligations. 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 the certificate holders of record as of April 6, 2015, 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 allocable to the certificate holders incurred through the Trust’s termination and wind-down process), plus the balance in the Principal Charges account. 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.
The wind-down process of the Trust is anticipated to extend into 2017 in order to complete the various court and regulatory filings, tax returns, etc., relative to winding down the Trust.
The Trust had previously provided information in its various Securities and Exchange Commission filings, including its Annual Report, about the final distribution payable to the certificate holders upon the Trust’s termination and after the wind-down process is completed. Please refer to the Trust’s Web site page entitled: “Termination of the Trust – April 6, 2015” for more information about the final distribution of the Trust to the certificate holders of record as of April 6, 2015.
By a letter dated September 12, 2014, certificate holders of record as of September 8, 2014, and the reversioner were notified of a hearing on October 7, 2014, in Ramsey County District Court for the purpose of requesting from the Court instructions and guidance regarding the Trustees’ powers, duties, responsibilities and authority relative to the operations and assets of the Trust and the wind-down process subsequent to April 6, 2015, for approval of the Trustees’ Wind-Up Plan, and for instructions and guidance pertaining to the appropriate allocation of the Trust’s termination and wind-down expenses between the certificate holders and the reversioner. The hearing was not completed on October 7, 2014, and the Court ordered a continuation of the hearing on November 24, 2014.
Pursuant to the Court’s Findings of Fact, Conclusions of Law and Order for Judgment filed on January 26, 2015 (“Court Order”), the Trustees’ Petition for Instructions was approved by the Court and, consistent with the Trust Agreement, the Trustees are to immediately proceed with winding up the affairs of the Trust upon its termination date of April 6, 2015, and to undertake the tasks and actions outlined in the Trustees’ Wind-Up Plan. The Court further ordered that the Trustees will retain possession and control of the Trust’s cash and non-cash assets (and books and records related thereto), that they are authorized to enter into temporary employment agreements with the current Trust employees to assist the Trustees during the wind-down process, that the Trustees’ compensation shall continue during the wind-down period until they are discharged by the Court, and that the Trust’s termination and wind-up expenses and costs (including attorneys’ fees) incurred after December 2013 shall be allocated between the certificate holders and the reversioner depending on the nature of the expense as set forth in the Court Order. Expenses incurred after December 2013 and through the Trust’s termination date that are allocated to the reversioner will be charged to the Principal Charges account. Finally, the Court Order required that an informal interim status report be submitted to the Court by the Trustees on November 15, 2015, that an annual audit and annual report for the year 2015 be completed and filed with the Court for approval by March 2016, and, as soon as practicable after the Court’s approval of this annual report, that the Trustees prepare final audited financial statements for filing with the Court for the approval of the Trustees’ final accounting and discharge. Final distributions and conveyances to the Trust’s beneficiaries (the certificate holders and the reversioner) shall be made upon the order of the Court.
Although no public filings, press releases, etc., are required by the SEC as of April 20, 2015 (which was the date the Trust filed Form 15 with the SEC to suspend the Trust’s reporting obligations), the Trustees have provided financial information and other correspondence updates regarding Trust operations and activities during the wind-down period via postings to the Trust’s Web site.
Below are links to the Trust’s financial reports issued after April 6, 2015.
|•||Six-month period ended June 30, 2016 (Final Report)|
|•||Quarterly period ended March 31, 2016|
|•||Quarterly period ended September 30, 2015|
|•||Quarterly period ended June 30, 2015|
|•||Quarterly period ended March 31, 2015|