** **

**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

**FORM 10-K**

 

| **x**      | **ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE**     |
|------------|-------------------------------------------------------------------------|
| ** ** | **SECURITIES  EXCHANGE ACT OF 1934**                                    |
| ** ** | ** **                                                              |
| ** ** | **For the  fiscal year ended January 31, 2009**                    |
| ** ** | ** **                                                              |
| **o**      | **TRANSITION  REPORT PURSUANT TO 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 itscharter)

 

| **New York**                                         | ** ** | **13-6022277**       |
|------------------------------------------------------|------------|----------------------|
| (State or other  jurisdiction of                     |       | (I.R.S. Employer     |
| incorporation or  organization)                      |       | Identification  No.) |
|                                                 |       |                 |
| **c/o  Deutsche Bank Trust Company Americas**        | ** ** | ** **           |
| **Trust &  Securities Services — GDS** | ** ** | ** **           |
| **60 Wall  Street**                                  | ** ** | ** **           |
| **27****th Floor**                              | ** ** | ** **           |
| **New  York, New York**                              | ** ** | **10005**            |
| (Address of  principal executive offices)            |       | (Zip Code)           |

 

**(615) 835-2749**

(Registrant’s telephone number, includingarea code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

| Title of each class                           | ** ** | **Name of each exchange on which registered** |
|-----------------------------------------------|------------|-----------------------------------------------|
| Units of  Beneficial Interest in Mesabi Trust |       | New York Stock  Exchange                      |

 

Securities registered pursuant to Section 12(g) of theAct:  **None**

 

Indicateby check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405of the Securities Act. 
| No  x | Yes  o |
|-------|--------|

 

Indicateby check mark if the registrant is not required to file reports pursuant to Section 13or Section 15(d) of the Exchange Act.            
| No  x | Yes  o |
|-------|--------|

 

Indicate by check mark whether the registrant (1) hasfiled all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days.  Yes x    No  o

 

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 of Regulation S-K is notcontained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

 

Indicate by check mark whether the registrant is alarge accelerated filer, an accelerated filer, a non-accelerated filer, or asmaller reporting company.  See thedefinitions of “large accelerated filer,” “accelerated filer” and “smallerreporting company” in Rule 12b-2 of the Exchange Act.

Largeaccelerated filer  o      Acceleratedfiler  x      Non-acceleratedfiler  o (Donot check if a smaller reporting company.) Smaller reporting company  o

 

Indicate by check mark whether the registrant is ashell company (as defined in Rule 12b-2 of the Exchange Act).
| No  x | Yes  o |
|-------|--------|

 

As of July 31, 2008, theaggregate market value of the Units of Beneficial Interest in the registrantheld by non-affiliates of the registrant was $370,246,682.20* based on the closing sale price as reported on the New York StockExchange.

 

*Includesapproximately $708,322 representing the market value, as of July 31, 2008,of 25,100 Units of Beneficial Interest the beneficial ownership of which isdisclaimed by affiliates (see Item 12 herein).

 

**DOCUMENTS INCORPORATED BYREFERENCE**

 
| Document                                                                                       | ** ** | **Parts Into Which  Incorporated** |
|------------------------------------------------------------------------------------------------|------------|------------------------------------|
| Annual Report of the  Trustees for the Fiscal Year Ended January 31, 2009 (Annual Report) |       | Parts I, II, and  IV          |

** **

** **

** **

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**PART I**

** **

# **ITEM 1.****                                               ****BUSINESS****.**

#  

## **(a)****                                 ****General Development ofBusiness**.

##  

The information under the headings “Trustees’Discussion and Analysis of Financial Condition and Results of Operations,” “TheTrust Estate,” “Leasehold Royalties,” and “Land Trust and Fee Royalties”beginning on pages 11, 20, 25 and 28, respectively, of the Annual Reportof the Trustees of Mesabi Trust for the fiscal year ended January 31, 2009(the “Annual Report”) is incorporated herein by reference.

 

## **(b)****                                 ****Financial Information AboutSegments**.

##  

Substantially all of therevenue, operating profits and assets of Mesabi Trust (“Mesabi Trust” or the “Trust”)relate to one business segment—iron ore mining. The information under the heading “Selected Financial Data” set forth onpage 11 of the Annual Report is incorporated herein by reference.

 

## **(c)****                                 ****Narrative Description ofBusiness**.

##  

The information under theheadings “Trustees’ Discussion and Analysis of Financial Condition and Resultsof Operations,” “The Trust Estate,” and “Leasehold Royalties” beginning on pages 11,20 and 25, respectively, of the Annual Report is incorporated herein by reference.

 

## **(d)****                                 ****Financial Information AboutGeographical Areas**.

##  

All of the Trust’s revenues and assets are derived from the TrustEstate.  The information under theheading “Selected Financial Data” set forth on page 11 of the AnnualReport is incorporated herein by reference.

 

## **(e)****                                 ****Availability of Reports onRegistrant’s Website**.

##  

The information on the coverpage of the Annual Report, set forth on page 1 thereof, isincorporated herein by reference.

 

# **ITEM 1A.**                                       **RISK FACTORS**.

#  

The information under theheading “Risk Factors” set forth on pages 3 through 8 of the Annual Reportis incorporated herein by reference.

 

# **ITEM 1B.****                                      ****UNRESOLVED STAFF COMMENTS****.**

#  

None.

 

# **ITEM 2.****                                               ****PROPERTIES****.**

#  

The information under theheading “The Trust Estate” beginning on page 20 of the Annual Report isincorporated herein by reference.

 

# **ITEM 3.****                                               ****LEGAL PROCEEDINGS****.**

#  

None.

 

2

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# **ITEM 4.****                                               ****SUBMISSION OF MATTERS TO A VOTEOF SECURITY HOLDERS****.**

#  

None.

** **

**PART II**

** **

# **ITEM 5.****                                               ****MARKET FOR REGISTRANT’S COMMONEQUITY, RELATED UNITHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES****.**

#  

The information under theheadings “Unallocated Reserve” and “Certificates of Beneficial Interest” setforth on pages 29 and 30, respectively, of the Annual Report isincorporated herein by reference.

 

# **ITEM 6.****                                               ****SELECTED FINANCIAL DATA****.**

#  

The information under theheading “Selected Financial Data” set forth on page 11 of the AnnualReport is incorporated herein by reference.

 

# **ITEM 7.****                                               ****TRUSTEES’ DISCUSSION AND ANALYSISOF FINANCIAL CONDITION AND RESULTS OF OPERATIONS****.**

#  

The information under theheadings “Trustees’ Discussion and Analysis of Financial Condition and Resultsof Operations,” “Leasehold Royalties,”****“TrustExpenses,” and “Unallocated Reserve” beginning on pages 11, 25, 28 and 29,respectively, of the Annual Report is incorporated herein by reference.

 

# **ITEM 7A.****                                      ****QUANTITATIVE AND QUALITATIVEDISCLOSURES ABOUT MARKET RISK****.**

#  

Notapplicable.

 

# **ITEM 8.****                                               ****FINANCIAL STATEMENTS ANDSUPPLEMENTARY DATA****.**

#  

The financial statements,including the independent auditors’ reports thereon, filed as a part of thisreport, are presented on pages F-3 through F-17 and are incorporatedherein by reference.

 

#  

# **ITEM 9.****                                               ****CHANGES IN AND DISAGREEMENTS WITHACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE****.**

#  

None.

 

# **ITEM 9A.****                                      ****CONTROLS****AND PROCEDURES****.**

#  

***Evaluation of Disclosure Controlsand Procedures***.  TheTrustees maintain disclosure controls and procedures designed to ensure thatinformation required to be disclosed by Mesabi Trust in the reports that itfurnishes or files under the Securities Exchange Act of 1934, as amended, isrecorded, processed, summarized and reported within the time periods specifiedin the rules and regulations of the Securities and ExchangeCommission.  Disclosure controls andprocedures include controls and procedures designed to ensure that informationrequired to be disclosed by Mesabi Trust is accumulated and communicated byCliffs Natural Resources Inc. or its wholly-owned subsidiary, Northshore MiningCompany (“Northshore”) and consultants to the Trustees as appropriate, to allowtimely decisions regarding required disclosure.

 

3

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As part of their evaluation of Mesabi Trust’sdisclosure controls and procedures, the Trustees rely on quarterly shipment androyalty calculations provided by Northshore. Because Northshore has declined to support this information with awritten certification attesting to whether Northshore has establisheddisclosure controls and procedures and internal controls sufficient to enableit to verify that the information furnished to the Trustees is accurate andcomplete, the Trustees also rely on (a) an annual certification fromNorthshore and Northshore’s parent, Cliffs Natural Resources Inc., certifyingas to the accuracy of the royalty calculations, and (b) the related duediligence review performed by the Trust’s accountants.  In addition, Mesabi Trust’s consultantsreview the schedule of leasehold royalties payable and shipping and salesreports provided by Northshore against production and shipment reports preparedby Eveleth Fee Office, Inc., an independent consultant to Mesabi Trust (“EvelethFee Office”). Eveleth Fee Office gathers production and shipping informationfrom Northshore and prepares monthly production and shipment reports for theTrustees. Furthermore, as part of its engagement by Mesabi Trust, Eveleth FeeOffice also attends Northshore’s calibration and testing of its crude orescales and boat loader scales which are conducted on a periodic basis.

 

As of the end of the period covered by this report,the Trustees carried out an evaluation of Mesabi Trust’s disclosure controlsand procedures.  The Trustees haveconcluded that such disclosure controls and procedures are effective.

 

***Trustees’ Reporton Internal Control over Financial Reporting***.  The Trustees’ Report on Internal Control overFinancial Reporting is set forth on page F-2 of the Annual Report.  The attestation reports of the Trust’scurrent and former independent registered public accounting firms on theirassessment of the Trust’s internal control over financial reporting are setforth on pages F-3 and F-4 of the Annual Report.

 

***Changes in Internal Control over FinancialReporting***. To the knowledge of the Trustees, there has been no change in the Trust’sinternal control over financial reporting that occurred during the Trust’s lastfiscal quarter that has materially affected, or is likely to materially affect,the Trust’s internal control over financial reporting.  The Trustees note for purposes ofclarification that they have no authority over, and make no statementconcerning, the internal controls of Northshore.

 

# **ITEM 9B.**                                        **OTHER INFORMATION**.

#  

None.

 

**PART III**

** **

# **ITEM 10.****                                         ****DIRECTORS, EXECUTIVE OFFICERS ANDCORPORATE GOVERNANCE****.**

#  

There are no directors orexecutive officers of the registrant. The Agreement of Trust dated July 18, 1961 (the “Agreement of Trust”)provides for a Corporate Trustee and four Individual Trustees (collectively,the “Trustees”).  Generally, the Trusteescontinue in office until their resignation or removal.  Any Trustee may be removed at any time, withor without cause, by the holders of two-thirds in interest of the Certificatesof Beneficial Interest in the Trust (the “Trust Certificates”) thenoutstanding.  In the case of anIndividual Trustee, a successor is appointed if the Individual Trustee dies,becomes incapable of acting or is adjudged bankrupt or insolvent.  In the case of the Corporate Trustee, asuccessor is appointed if a receiver of the Corporate Trustee or of itsproperty is appointed, or if any public officer takes charge or control of theCorporate Trustee or of its property or affairs for the purpose ofrehabilitation, conservation or liquidation. Successor Trustees can only be appointed by the holders of a majority ininterest of the Trust Certificates then outstanding.  Because such appointments are not made on aregular or periodic basis, the Trust does not have a standing nominatingcommittee or a policy in place for the recommendation and nomination ofsuccessor Trustees.

 

4

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Thepresent Trustees of Mesabi Trust and their respective ages, terms in office asTrustees, and business experience during the past five years are set forth inthe following table:

 
| **Name**                              | ** ** | **Age** | ** ** | **Trustee  Since** | ** ** | **Business Experience  During Past Five Years**                                           |
|---------------------------------------|------------|---------|------------|--------------------|------------|-------------------------------------------------------------------------------------------|
|                                  |       |    |       |               |       |                                                                                      |
| Deutsche Bank Trust  Company Americas |       | N/A     |       | 1961               |       | New York  banking corporation.                                                            |
|                                  |       |    |       |               |       |                                                                                      |
| James A.  Ehrenberg                   |       | 66      |       | 2006               |       | Until  April 2005, Senior Vice President, Corporate Trust Services, U.S. Bank,  N.A. |
|                                  |       |    |       |               |       |                                                                                      |
| David J.  Hoffman                     |       | 73      |       | 1977               |       | Retired  mining geologist.                                                                |
|                                  |       |    |       |               |       |                                                                                      |
| Richard G.  Lareau                    |       | 80      |       | 1990               |       | Senior  partner in the law firm of Oppenheimer Wolff & Donnelly LLP.             |
|                                  |       |    |       |               |       |                                                                                      |
| Norman F.  Sprague III                |       | 61      |       | 1981               |       | Private  investor; Orthopedic surgeon.                                                    |

 

There are no family relationships among any of theabove persons.

 

The Trust’s activities are limited to collectingincome, paying expenses and liabilities, distributing net income to the holdersof Trust Certificates (the “Unitholders”) after the payment of, or provisionfor, such expenses and liabilities, and protecting and conserving the assetsheld.  Although the Trust is not requiredto designate an audit committee because of an exemption from Rule 10A-3 ofthe Securities Exchange Act of 1934, as amended, and the rules promulgatedthereunder, the Trustees believe that they collectively perform the functionsof an audit committee.  Accordingly, theTrustees have not designated an “audit committee financial expert.”  The Trustees have adopted a Code of Ethicsthat applies to the Trustees.  A copy ofthe Code of Ethics is incorporated by reference in Exhibit 14****of****this Form 10-K.

 

To carry out the Trustees’duties under the Agreement of Trust, the Trustees meet on a quarterly basis todiscuss information and circumstances relevant to the Trust. The Trustees alsoconduct telephone conferences from time to time between the quarterly meetingsto address developments that require more timely attention.

 

In the third quarter of eachyear, the Trustees’ meeting is typically conducted in connection with theTrustees’ annual inspection trip in which they personally visit and tourNorthshore’s mining operations and plant facilities located near Babbitt and inSilver Bay, Minnesota, respectively.  Duringthe inspection trip, the Trustees meet with and interview Northshore personnelwith respect to Northshore’s current operations, changes in operations, miningplans, capital equipment and facilities.

 

# **ITEM 11.****                                         ****EXECUTIVE COMPENSATION**.

#  

**Compensation Discussion and Analysis**

 

The Trust does not have aboard of directors, executive officers or any employees.  The compensation paid to the Trustees isgoverned by the Amendment to the Agreement of Trust dated October 25,1982, as amended (the “Amendment”).  The Amendmentdoes not provide for any stock awards, option awards, non-equity incentive plancompensation, change in pension value, nonqualified deferred compensationearnings or any other compensation.  TheTrust does not have severance agreements nor does it provide post-retirement

 

5

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benefits to the Trustees.  Accordingly, all such tables have beenomitted from this Annual Report on Form 10-K.

 

Pursuantto the Amendment, each Individual Trustee receives at least $20,000 in annualcompensation for services as Trustee. Each year, annual Trustee compensation is adjusted up or down (but notbelow $20,000) in accordance with changes from the November 1981 level of295.5 (the “1981 Escalation Level”) in the All Commodities Producer Price Index(with 1967 = 100 as a base).  The AllCommodities Producer Price Index is published by the U.S. Department of Labor,Bureau of Labor Statistics.  Theadjustment is made at the end of each fiscal year and is calculated on the basisof the proportion between (a) the level of such index for the November precedingthe end of such fiscal year, and (b) the 1981 Escalation Level.  Any action to modify or otherwise vary thecompensation of the Individual Trustees as provided by the Amendment must beapproved by the affirmative vote of 66 2/3% of the outstanding units ofbeneficial interest.  Each of theIndividual Trustees received $35,995 in cash compensation for services to theTrust during the fiscal year ended January 31, 2009.

 

Under the Amendment, theCorporate Trustee receives annual compensation in an amount equal to thegreater of (i) $20,000, or such other amount determined in accordance withthe adjustments described in the preceding paragraph, or (ii) one quarterof one percent (1/4 of 1%) of the trust moneys, exclusive of proceeds of saleof any part of the Trust Estate (as such terms are defined in the Agreement ofTrust), received by the Trustees and distributed to Unitholders.  The Corporate Trustee earned $94,628 in cash compensationpursuant to this provision for the fiscal year ended January 31, 2009.

 

Additionally, each year theCorporate Trustee receives $62,500 to cover clerical and administrativeservices to Mesabi Trust, other than services customarily performed by aregistrar or transfer agent for which the Corporate Trustee is paid additionalservice fees.  The Corporate Trustee alsoreceived compensation of $10,273 for its services as registrar and transferagent for the year ended January 31, 2009. Under the Amendment, the Individual Trustees may, in extraordinarycircumstances, pay additional compensation to the Corporate Trustee.  The decision to pay such compensation must beunanimously approved by the Individual Trustees.  The Corporate Trustee did not receive anycompensation for extraordinary services with respect to the year ended January 31,2009.

 

**Trustees’Compensation Report**

 

The Trustees have notdesignated a compensation committee.  TheTrustees, as a group, have reviewed and discussed the Compensation Discussionand Analysis (“CD&A”) and based on such review and discussion haverecommended that the CD&A be included in this Annual Report on Form 10-K.

 
|   | MESABI TRUST                          |
|--------|---------------------------------------|
|   |                                  |
|   | Deutsche Bank Trust  Company Americas |
|   | James A. Ehrenberg                    |
|   | David J. Hoffman                      |
|   | Richard G. Lareau                     |
|   | Norman F. Sprague III                 |

 

6

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**Trustee Compensation**

 

**SummaryCompensation Table**

 

Thetable below summarizes the total compensation paid to each of the IndividualTrustees and the Corporate Trustee in the fiscal year ended January 31,2009.

 
| **Name**                                                 | ** ** | **Fees Earned or  Paid in Cash ($)** | ** ** | **Stock  Awards  ($)** | ** ** | **Option  Awards  ($)** | ** ** | **Change in  Pension Value  and Deferred  Compensation  Earnings ($)** | ** ** | **All Other  Compensation  ($)** | ** ** | **Total  ($)** | ** ** |
|----------------------------------------------------------|------------|---------------------------------------------------------------|------------|------------------------|------------|-------------------------|------------|--------------------------------------------------------------------------------------------|------------|---------------------------------------|------------|----------------|------------|
| ** **                                               | ** ** | ** **                                                    | ** ** | ** **             | ** ** | ** **              | ** ** | ** **                                                                                 | ** ** | ** **                            | ** ** | ** **     | ** ** |
| Deutsche Bank Trust  Company Americas, Corporate Trustee |       | $                                                             | 157,128    |                   | N/A        |                    | N/A        |                                                                                       | N/A        |                                  | $          | 10,273         | (1)        | $ | 167,401 |   |
|                                                     |       |                                                          |       |                   |       |                    |       |                                                                                       |       |                                  |       |           |       |
| James A. Ehrenberg                                       |       | $                                                             | 35,995     |                   | N/A        |                    | N/A        |                                                                                       | N/A        |                                  | N/A        |           | $          | 35,995 |   |
|                                                     |       |                                                          |       |                   |       |                    |       |                                                                                       |       |                                  |       |           |       |
| David J. Hoffman                                         |       | $                                                             | 35,995     |                   | N/A        |                    | N/A        |                                                                                       | N/A        |                                  | N/A        |           | $          | 35,995 |   |
|                                                     |       |                                                          |       |                   |       |                    |       |                                                                                       |       |                                  |       |           |       |
| Richard G. Lareau                                        |       | $                                                             | 35,995     |                   | N/A        |                    | N/A        |                                                                                       | N/A        |                                  | N/A        |           | $          | 35,995 |   |
|                                                     |       |                                                          |       |                   |       |                    |       |                                                                                       |       |                                  |       |           |       |
| Norman F. Sprague III                                    |       | $                                                             | 35,995     |                   | N/A        |                    | N/A        |                                                                                       | N/A        |                                  | N/A        |           | $          | 35,995 |   |
|                                                          |            |                                                               |            |                        |            |                         |            |                                                                                            |            |                                       |            |                |            |  |  |  |

 

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(1) Represents fees and disbursementspaid to Deutsche Bank Trust Company Americas for its services as registrar andtransfer agent of the Units.

 

# **ITEM 12.****                                         ****SECURITY OWNERSHIP OF CERTAINBENEFICIAL OWNERS AND TRUSTEES****.**

#  

The following table sets forth informationconcerning each person known to Mesabi Trust to own beneficially more than 5%of the Trust’s Units outstanding as of April 3, 2009.  Such information has been obtained fromMesabi Trust’s records and a review of statements of beneficial ownership filedwith Mesabi Trust pursuant to Rule 13d-102 under the Securities ExchangeAct of 1934, as amended, through April 3, 2009.

 
| **Name and Address  of Beneficial Owner(s)**                                                                                                                                                                                                                                                                             | ** ** | **Amount of  Beneficial  Ownership of  Units** | ** ** | **Percent of  Class** | ** ** |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|----------------------------------------------------------|------------|----------------------------|------------|
| ** **                                                                                                                                                                                                                                                                                                                                   | ** ** | ** **                                               | ** ** | ** **                 | ** ** |
| Donald W. Hodges, First Dallas  Holdings, Inc., a Texas corporation, First Dallas Securities, Inc.,  a Texas corporation, Hodges Capital Management, Inc., a Texas  corporation, Hodges Fund, a Massachusetts business trust, and Hodges Small  Cap Fund, a Massachusetts business trust, 2905 Maple Ave, Dallas, Texas 75201 |       | 725,150                                                  | (1)        | 5.5                        | %          |
|                                                                                                                                                                                                                                                                                                                                         |       |                                                     |       |                       |       |
| Jeffrey L. Gendell, Tontine Capital  Partners, L.P., a Delaware limited partnership, Tontine Capital Management,  L.L.C., a Delaware limited liability company, and Tontine Overseas  Associates, L.L.C., a Delaware limited liability company, 55 Railroad Avenue,  3rd Floor Greenwich, Connecticut 06830                             |       | 911,600                                                  | (2)        | 6.9                        | %          |

 

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(1)                                According to a Schedule 13G dated February 13,2009, First Dallas Holdings, Inc., which is a holding company and parentcompany of First Dallas Securities, Inc., Hodges Capital Management, Inc.,Hodges Fund, and Hodges Small Cap Fund, has shared voting power with respect to386,000 Units and shared dispositive power with respect to 725,150 Units.  Dallas Holdings, Inc., First DallasSecurities, Inc., Hodges Capital Management, Inc., Hodges Fund, andHodges Small Cap Fund are all identified as part of a group.  First Dallas Securities, Inc., a brokerdealer and investment adviser, has shared dispositive power with respect to119,119 Units.  Hodges Capital Management, Inc.,an investment adviser, has shared voting power with respect to 375,000 Unitsand shared dispositive power with respect to 595,031 Units.  Hodges Fund, an 

 

7

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investmentcompany, has shared voting power with respect to 375,000 Units and shareddispositive power with respect to 375,000 Units.  Donald W. Hodges is a reporting person withrespect to First Dallas Holdings, Inc.

 

(2)                                According to a Schedule 13G/A dated February 13,2007, filed by such persons, which indicates that such persons each have sharedvoting power and shared dispositive power with respect to such Units.  Tontine Capital Management, L.L.C. is thegeneral partner of Tontine Capital Partners, L.P., the direct owner of the861,600 Units reported.  Tontine OverseasAssociates, L.L.C., a limited liability company organized under the laws of thestate of Delaware, serves as investment manager to Tontine Capital OverseasMaster Fund, L.P., a Cayman Islands partnership with respect to the 50,000Units held directly by Tontine Overseas Associates, L.L.C.   Mr. Gendell is a reporting person withrespect to the Units directly owned by Tontine Capital Partners, L.P. andTontine Capital Overseas Master Fund, L.P.

 

The table below sets forthinformation as to the Units of Beneficial Interest in Mesabi Trust beneficiallyowned as of April 3, 2009 by the Trustees individually and as agroup.  Except as otherwise indicated andsubject to applicable community property laws, each owner has sole voting andinvestment powers with respect to the securities listed.

 
| **Name**                             | ** ** | **Amount of Beneficial  Ownership of Units** | ** ** | **Percent of  Class** | ** ** |
|--------------------------------------|------------|------------------------------------------------------------------|------------|----------------------------|------------|
| ** **                           | ** ** | ** **                                                       | ** ** | ** **                 | ** ** |
| Deutsche Bank Trust Company Americas |       | 0                                                                |       | 0                          |       |
|                                 |       |                                                             |       |                       |       |
| James A. Ehrenberg                   |       | 3,000                                                            |       | **                         |       |
|                                 |       |                                                             |       |                       |       |
| David J. Hoffman                     |       | 38,100                                                           | (1)        | **                         |       |
|                                 |       |                                                             |       |                       |       |
| Richard G. Lareau                    |       | 24,000                                                           | (2)        | **                         |       |
|                                 |       |                                                             |       |                       |       |
| Norman F. Sprague III                |       | 12,700                                                           |       | **                         |       |
|                                 |       |                                                             |       |                       |       |
| All trustees as a group              |       | 77,800                                                           |       | **                         |       |

 

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** Less than 1%

 

(1)                                Includes15,100 Units owned by Mr. Hoffman’s wife, over which Mr. Hoffman doesnot have any investment or voting power and as to which Mr. Hoffmandisclaims any beneficial ownership.

 

(2)                                Includes10,000 Units owned by Mr. Lareau’s wife, over which Mr. Lareau doesnot have any investment or voting power and as to which Mr. Lareaudisclaims any beneficial ownership.

 

# **ITEM 13.****                                         ****CERTAIN RELATIONSHIPS AND RELATEDTRANSACTIONS, AND DIRECTOR INDEPENDENCE****.**

#  

Mr. Richard G. Lareau,who became a Trustee on March 7, 1990, is a senior partner in the law firmof Oppenheimer Wolff & Donnelly LLP, of Minneapolis, Minnesota.  That firm has been retained by Mesabi Trustsince 1961 to act with respect to matters of Minnesota law, and was retained in1991 by the Trustees other than Mr. Lareau to act as general legalcounsel.  Mesabi Trust paid OppenheimerWolff & Donnelly LLP (“Oppenheimer”) fees totaling $219,329 for legalservices provided to the Trust during the fiscal year ended January 31,2009 compared with fees totaling $160,780for legal services provided to the Trust during fiscal year ended January 31,2008.  Please see the disclosureunder the heading “Trust Expenses” beginning on page 28 of the AnnualReport for additional information regarding the fees paid to Oppenheimer forthe Trust’s legal expenses.

 

8

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**RelatedPerson Transaction Policy**

 

During the fiscal year ended January 31, 2009, the Trustees met ona quarterly basis and reviewed and approved or ratified all of the transactionsthat occurred during the prior fiscal quarter. In connection with their review of the Trust’s transactions, theTrustees consider whether there have been any related person transactions.  In determining whether to approve a relatedperson transaction, the Trustees consider the following factors, in addition toany other factors they deem necessary or appropriate:

 

·                  whether thetransaction is expressly permitted by the Trust indenture;

 

·                  whether theterms are fair to the Trust;

 

·                  whether thetransaction is material to the Trust;

 

·                  the role of therelated person in arranging the related person transaction;

 

·                  the structure ofthe related person transaction; and

 

·                  the interests ofall related persons in the related person transaction.

 

The Trust maintains awritten related person transaction approval policy, which sets forth the Trust’spolicies and procedures for the review, approval or ratification of anytransaction required to be reported in Mesabi Trust’s filings with theSecurities and Exchange Commission.  Thepolicy applies to any financial transaction, arrangement or relationship or anyseries of similar transactions, arrangements or relationships in which MesabiTrust is a participant and in which a related person has a direct or indirectinterest.

 

Certain types oftransactions, which would otherwise require review, are pre-approved by theTrustees in accordance with the policy. These types of transactions include,for example, (i) transactions, which when aggregated with the amount ofall other transactions between the related person and the Trust, involve lessthan $100,000 in a fiscal year; (ii) transactions where the interest ofthe related person arises only by way of a directorship or minority stake inanother organization that is a party to the transaction; (iii) transactionswith a related person involving services as a bank depositary of funds, transferagent, registrar, trustee under a trust indenture, or similar services; and (iv) atransaction that is specifically contemplated by provisions of the Trust’sindenture.

 

Based on their review of the Trust’s transactions during the fiscalyear ended January 31, 2009, the Trustees concluded that there were norelated person transactions required to be disclosed in this Annual Report on Form 10-K.

 

**Pass-Through Royalty Trust Exemptions**

 

Because of its legalstructure and character as a pass-through royalty trust, the Trust is exemptfrom Rule 10A-3 of the Securities Exchange Act and the CorporateGovernance Standards set forth in Section 303A of the New York StockExchange’s Listed Company Manual.

 

# **ITEM 14.****                                         ****PRINCIPAL ACCOUNTANT FEES ANDSERVICES****.**

#  

On October 17, 2008, the Trust announced thatGordon, Hughes & Banks, LLP (“GH&B”), had resigned as the Trust’sindependent registered public accounting firm as a result of GH&B enteringinto an

 

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agreement with Eide Bailly, LLP (“Eide Bailly”),pursuant to which Eide Bailly acquired the operations of GH&B.  Mesabi Trust engaged Wipfli LLP (“Wipfli”),on October 17, 2008, as its principal independent registered publicaccountant to audit Mesabi Trust’s financial statements.

 

**(a)****                       ****Audit Fees**.

 

The aggregate fees paid for professional servicesrendered by GH&B for the audit of the Trust’s annual financial statements,the Trustees’assessment of internal control over financial reporting for fiscal 2008 and review ofthe financial statements included in the Trust’s quarterly reports on Form 10-Qfor fiscal 2009 were $41,866.

 

The aggregate fees paid for professional servicesrendered by Wipfli for the audit of the Trust’s annual financial statements,the audit of the Trustees’assessment of internal control over financial reporting and review ofthe financial statements included in the Trust’s quarterly reports on Form 10-Qfor fiscal 2009 were $4,877, which amount excludes fees incurred by the Trustfor professional services rendered by Wipfli after January 31, 2009 andnot yet billed to the Trust.

 

The aggregate fees paid for professional servicesrendered by GH&B for the audit of the Trust’s annual financial statements,the audit of the Trustees’ assessment of internal control over financialreporting and review of the financial statements included in the Trust’squarterly reports on Form 10-Q for fiscal 2008 were approximately $44,000.

 

**(b)****                       ****Audit-Related Fees**.

 

No fees were paid to Wipflior GH&B for assurance and related services that were not reasonably relatedto the performance of the audit or review of the Trust’s financial statementsfor fiscal 2009 or fiscal 2008.

 

**(c)****                       ****Tax Fees**.

 

No fees were paid to Wipfli or GH&B for taxcompliance, tax advice and tax planning for Mesabi Trust for fiscal 2009 orfiscal 2008.

 

**(d)****                       ****All Other Fees**.

 

No other fees were paid to Wipfli or GH&B forservices provided to Mesabi Trust, other than those described in item (a), forfiscal 2009 or fiscal 2008.

 

Before the independent auditor is engaged to performaudit and review services for the Trust, the Trustees approve the engagements.

 

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**PART IV**

** **

**ITEM 15.****                                             ****EXHIBITS, FINANCIAL STATEMENTSCHEDULES****.**

 
| **(a)  ** | **1.   Financial  Statements:**                                                                                        |   |                  |
|---------------------|---------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------------|
|                |                                                                                                                                  |   |                  |
|                | The following Financial  Statements are incorporated in this Report by reference from the following  pages of the Annual Report: |
|                |                                                                                                                                  |   |                  |
|                | Reports of Independent Registered Public Accounting  Firms                                                                            |   | Page F-3 and F-4 |
|                |                                                                                                                                  |   |                  |
|                | Balance Sheets as of January 31, 2009 and 2008                                                                                   |   | Page F-5         |
|                |                                                                                                                                  |   |                  |
|                | Statements of Income for the years ended  January 31, 2009, 2008, and 2007                                                       |   | Page F-6         |
|                |                                                                                                                                  |   |                  |
|                | Statements of Unallocated Reserve and Trust Corpus  for the years ended January 31, 2009, 2008, and 2007                         |   | Page F-7         |
|                |                                                                                                                                  |   |                  |
|                | Statements of Cash Flows for the years ended  January 31, 2009, 2008, and 2007                                                   |   | Page F-8         |
|                |                                                                                                                                  |   |                  |
|                | Notes to Financial Statements                                                                                                         |   | Pages F-9 - F-17 |

 

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**(a) 3.      Exhibits:**

 
| Item  No. | ** ** | **Item**                                                                           | ** ** | **Filing Method**                                                                                                                                                         |
|-----------|------------|------------------------------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|      |       |                                                                               |       |                                                                                                                                                                      |
| 3         |       | Agreement of Trust dated  as of July 18, 1961                                 |       | Incorporated by reference  from Exhibit 3 to Mesabi Trust’s Annual Report on Form 10-K for the  fiscal year ended January 31, 1987.                   |
|      |       |                                                                               |       |                                                                                                                                                                      |
| 3(a)      |       | Amendment to the Agreement  of Trust dated as of October 25, 1982             |       | Incorporated by reference  from Exhibit 3(a) to Mesabi Trust’s Annual Report on Form 10-K  for the fiscal year ended January 31, 1988.           |
|      |       |                                                                               |       |                                                                                                                                                                      |
| 4         |       | Instruments defining the  rights of Trust Certificate Holders                      |       | Incorporated by reference  from Exhibit 4 to Mesabi Trust’s Annual Report on Form 10-K for the  fiscal year ended January 31, 1987.                   |
|      |       |                                                                               |       |                                                                                                                                                                      |
| 10(a)     |       | Peters Lease                                                                       |       | Incorporated by reference  from Exhibits 10(a) - 10(d) to Mesabi Trust’s Annual Report on  Form 10-K for the fiscal year ended January 31, 1987. |
|      |       |                                                                               |       |                                                                                                                                                                      |
| 10(b)     |       | Amendment of Assignment of  Peters Lease                                           |       | Incorporated by reference  from Exhibits 10(a) - 10(d) to Mesabi Trust’s Annual Report on  Form 10-K for the fiscal year ended January 31, 1987. |
|      |       |                                                                               |       |                                                                                                                                                                      |
| 10(c)     |       | Cloquet Lease                                                                      |       | Incorporated by reference  from Exhibits 10(a) - 10(d) to Mesabi Trust’s Annual Report on  Form 10-K for the fiscal year ended January 31, 1987. |
|      |       |                                                                               |       |                                                                                                                                                                      |
| 10(d)     |       | Assignment of Cloquet  Lease                                                       |       | Incorporated by reference  from Exhibits 10(a) - 10(d) to Mesabi Trust’s Annual Report on  Form 10-K for the fiscal year ended January 31, 1987. |
|      |       |                                                                               |       |                                                                                                                                                                      |
| 10(e)     |       | Modification of Lease and  Consent to Assignment dated as of October 22, 1982 |       | Incorporated by reference  from Exhibit 10(e) to Mesabi Trust’s Annual Report on  Form 10-K for the fiscal year ended January 31, 1988.          |
|      |       |                                                                               |       |                                                                                                                                                                      |
| 10(f)     |       | Amendment of Assignment,  Assumption and Further Assignment of Peters Lease        |       | Incorporated by reference  from Exhibit A to Mesabi Trust’s Report on Form 8-K dated  August 17, 1989.                                                |

 

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| **Item  No.** | ** ** | **Item**                                                                                                                                                                                             | ** ** | **Filing  Method**                                                                                                                                       |
|---------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------|
|          |       |                                                                                                                                                                                                 |       |                                                                                                                                                     |
| 10(g)         |       | Amendment of Assignment,  Assumption and Further Assignments of Cloquet Lease                                                                                                                        |       | Incorporated by reference  from Exhibit B to Mesabi Trust’s Report on Form 8-K dated  August 17, 1989.                               |
|          |       |                                                                                                                                                                                                 |       |                                                                                                                                                     |
| 10(h)         |       | Summary Description of  Trustees’ Compensation                                                                                                                                                  |       | Filed herewith.                                                                                                                                          |
|          |       |                                                                                                                                                                                                 |       |                                                                                                                                                     |
| 13            |       | Annual Report of the  Trustees of Mesabi Trust for the fiscal year ended January 31, 2009                                                                                                       |       | Filed herewith.                                                                                                                                          |
|          |       |                                                                                                                                                                                                 |       |                                                                                                                                                     |
| 14            |       | Trustees Code of Ethics                                                                                                                                                                              |       | Incorporated by reference  from Exhibit 13 to Mesabi Trust’s Annual Report on Form 10-K for  the fiscal year ended January 31, 2004. |
|          |       |                                                                                                                                                                                                 |       |                                                                                                                                                     |
| 31            |       | Certification of Corporate  Trustee of Mesabi Trust pursuant to Rule 13a-14 of the Securities  Exchange Act of 1934, as adopted pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002 |       | Filed herewith.                                                                                                                                          |
|          |       |                                                                                                                                                                                                 |       |                                                                                                                                                     |
| 32            |       | Certification of Corporate  Trustee of Mesabi Trust pursuant to 18 U.S.C. Section 1350, as adopted  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                              |       | Filed herewith.                                                                                                                                          |

 

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**SIGNATURES**

** **

Pursuant to the requirements of Section 13or 15(d) of the Securities Exchange Act of 1934, as amended, theregistrant has duly caused this report to be signed on its behalf by theundersigned, thereunto duly authorized.

 

Dated:** **April 16,2009

 
|        | **MESABI TRUST** |
|--------|------------------|
|   |             |
|   |             |
|   | By:              | DEUTSCHE BANK TRUST  COMPANY AMERICAS |
|   |             | Corporate Trustee |
|   |             |   |
|   |             | Principal Administrative  Officer and duly |
|   |             | authorized signatory:* |
|   |             |   |
|   | By:              | Deutsche Bank National  Trust Company |
|   |             |   |
|   |             | By: | /s/ Kenneth R. Ring |
|   |             | Kenneth R. Ring |
|   |             | Vice President |

 

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*There are no principal executive officers or principal financial officers ofthe registrant.

 

Pursuant to the requirements of theSecurities Exchange Act of 1934, as amended, this report has been signed belowby the following persons on behalf of the registrant and in the capacities andon the dates indicated.

 

| /s/ James A. Ehrenberg                |   | April 16, 2009 |
|---------------------------------------|--------|---------------------|
| James A. Ehrenberg                    |   |                |
| Individual Trustee                    |   |                |
|                                  |   |                |
| /s/ David J. Hoffman                  |   | April 16, 2009 |
| David J. Hoffman                      |   |                |
| Individual Trustee                    |   |                |
|                                  |   |                |
| /s/ Richard G. Lareau                 |   | April 16, 2009 |
| Richard G. Lareau                     |   |                |
| Individual Trustee                    |   |                |
|                                  |   |                |
| /s/ Kenneth R. Ring                   |   | April 16, 2009 |
| Kenneth R. Ring                       |   |                |
| Vice President                        |   |                |
| Deutsche Bank Trust  Company Americas |   |                |
|                                  |   |                |
| /s/ Norman F. Sprague III             |   | April 16, 2009 |
| Norman F. Sprague III                 |   |                |
| Individual Trustee                    |   |                |

 

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