**UNITED STATES**

**SECURITIES AND EXCHANGECOMMISSION**

**Washington,D.C. 20549**

 

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** **

**FORM 10-K**

** **

**(Mark one)**

| **ý**                                                                                                                                                                                                                        | **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934**     |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                              |                                                                                               |
| **For the fiscal year ended January 31, 2004**                                                                                                                                                                               |
|                                                                                                                                                                                                                              |                                                                                               |
| **o**                                                                                                                                                                                                                             | **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF  THE SECURITIES EXCHANGE ACT OF 1934** |
|                                                                                                                                                                                                                              |                                                                                               |
| **For the transition period from                   to****               .** |

 

**Commissionfile number  1-4488**

 

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** **

**MESABI TRUST**

(Exact name of registrant as specified in itscharter)

 

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

 

**(615)835-2749**

(Registrant’s telephone number, includingarea code)

 

Securities registered under Section 12(b) of the Exchange 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 underSection 12(g) of the Exchange Act: **None**

 

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. YES   ý      NO  o

 

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-Kis not contained 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 Form10-K.     ý

 

Indicate by check mark whether the registrant is an accelerated filer(as defined in Rule 12b-2 of the Act). YES   o    NO  ý

 

The aggregatemarket value of the voting and non-voting common equity held by non-affiliatescomputed by reference to the price at which the common equity was last sold, orthe average of the bid and asked prices of such common equity, as of the lastbusiness day of the registrant’s most recently completed second fiscal quarter,that being July 31, 2003, was $63,789,719.*

 

The number ofshares of beneficial interest outstanding as of March 6, 2004:  13,120,010 Units of Beneficial Interest

 

**DOCUMENTS INCORPORATED BY REFERENCE**

** **

Certain items inParts I and II incorporate information by reference from the Annual Report ofthe Trustees of Mesabi Trust to the Holders of Certificates of BeneficialInterest for the fiscal year ended January 31, 2004, which is annexedhereto and filed herewith as Exhibit 13.

 

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*  Includes approximately$122,990 representing the market value, as of July 31, 2003, of 25,100Units of Beneficial Interest the beneficial ownership of which is disclaimed byaffiliates (see Item 12 herein).

 

 

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**PART I**

** **

# **ITEM1.****                                                    ****BUSINESS****.**

#  

## **(a)****                                 ****General Development of Business**.

##  

The information under the headings “Trustees’ Discussion and Analysisof Financial Condition and Results of Operations,” “The Trust Estate,”“Leasehold Royalties,” and “Land Trust and Fee Royalties” set forth on pages 2,9, 10, and 12, respectively, of the Annual Report of the Trustees of MesabiTrust for the fiscal year ended January 31, 2004 (the “Annual Report”) isincorporated herein by reference.

 

## **(b)****                                 ****Financial Information About Industry Segments**.

##  

Substantially all of the revenue, operating profits and assets ofMesabi Trust (“Mesabi Trust” or the “Trust”) relate to one businesssegment—iron ore mining.  Theinformation under the heading “Selected Financial Data” set forth on page 2 ofthe Annual Report is incorporated herein by reference.

 

## **(c)****                                 ****Narrative Description of Business**.

##  

The information under the headings “Trustees’ Discussion and Analysisof Financial Condition and Results of Operations,” “The Trust Estate,” and“Leasehold Royalties” set forth on pages 2, 9, and 10, respectively, of theAnnual Report is incorporated herein by reference.

 

## **(d)****                                 ****Financial InformationAbout Geographical 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 2 of the Annual Report isincorporated herein by reference.

 

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

##  

The information on the cover page of the Annual Report, set forth onpage 1 thereof, is incorporated herein by reference.

 

# **ITEM2.****                                                    ****PROPERTIES****.**

#  

The information under the heading “The Trust Estate” set forth on page9 of the Annual Report is incorporated herein by reference.

 

# **ITEM3.****                                                    ****LEGAL PROCEEDINGS****.**

#  

None.

 

# **ITEM4.****                                                    ****SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS****.**

#  

None.

 

2

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**PART II**

** **

# **ITEM5.****                                                    ****MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATEDUNITHOLDER MATTERS****.**

#  

The information under the headings “Reserves and Distributions” and“Certificates of Beneficial Interest” set forth on pages 13 and 14,respectively, of the Annual Report is incorporated herein by reference.

 

# **ITEM6.****                                                    ****SELECTED FINANCIAL DATA****.**

#  

The information under the headings “Selected Financial Data” and“Reserves and Distributions” set forth on pages 2 and 13, respectively, of theAnnual Report is incorporated herein by reference.

 

# **ITEM7.****                                                    ****TRUSTEES’ DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONS****.**

#  

The information under the headings “Trustees’ Discussion and Analysisof Financial Condition and Results of Operations,” “Leasehold Royalties,”****“Incomeand Expense,” and “Reserves and Distributions” set forth on pages 2, 10, 13,and 13, respectively, of the Annual Report is incorporated herein by reference.

 

# **ITEM 7A.****                                           ****QUANTITATIVE ANDQUALITATIVE DISCLOSURES ABOUT MARKET****RISK**.

** **

Not applicable.

 

# **ITEM8.****                                                    ****FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA****.**

#  

The financial statements, including the independent auditor’s reportthereon, filed as a part of this report, are presented on pages F-1 through F-9and are incorporated herein by reference.

 

# **ITEM9.****                                                    ****CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ONACCOUNTING AND FINANCIAL DISCLOSURE****.**

#  

Not applicable.

 

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

 

***Evaluation of Disclosure Controls and Procedures***.  The Trustees maintain disclosure controlsand procedures designed to ensure that information required to be disclosed bythe Trust in the reports that it files or submits under the Securities ExchangeAct of 1934, as amended, is recorded, processed, summarized and reported withinthe time periods specified in the rules and regulations of the Securities andExchange Commission.  Disclosurecontrols and procedures include controls and procedures designed to ensure thatinformation required to be disclosed by the Trust is accumulated and communicatedby Northshore Mining Company (“Northshore”), and the Trust’s independentauditors and consultants to the Trustees as appropriate to allow timelydecisions regarding required disclosure.

 

As of the end ofthe period covered by this report, the Trustees carried out an evaluation ofthe Trust’s disclosure controls and procedures.  The Trustees have concluded that the controls and procedures areeffective, while noting certain limitations on disclosure controls andprocedures as set forth below.

 

3

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Due to thecontractual arrangements of the Agreement of Trust dated July 18, 1961(the “Agreement of Trust”) and the Amendment to the Agreement of Trust datedOctober 25, 1982 (the “Amendment”), there are certain potential weaknessesthat may limit the effectiveness of disclosure controls and proceduresestablished by the Trustees and their ability to verify the accuracy of certainfinancial information.  The contractuallimitations creating potential weaknesses in disclosure controls and proceduresmay be deemed to include:

 

•**                 **Northshore alone controls (i) historicaloperating data, including iron ore production volumes, marketing of iron oreproducts, operating and capital expenditures as they relate to Northshore,environmental and other liabilities and the effects of regulatory changes; (ii)plans for Northshore’s future operating and capital expenditures; (iii)geological data relating to reserves; and (iv) projected production of iron oreproducts.  While the Trustees requestmaterial information for use in periodic reports as part of their disclosurecontrols and procedures, the Trustees do not control this information, and theyrely on Northshore to provide accurate and timely information for use in theTrust’s reports filed with the Securities and Exchange Commission.  Moreover, while each quarter Northshorefurnishes shipment and royalty calculations to the Trustees, Northshore hasdeclined to support this information with a written certification attesting towhether Northshore has established disclosure controls and procedures andinternal controls sufficient to enable it to verify that the informationfurnished to the Trustees is accurate and complete.

 

•**                 **Under the Trust’s engagement letter withEide Bailly LLP, which serves as the Trust’s independent accountants (“EideBailly”), Eide Bailly has delivered a report to the Trust concluding that theschedule of leasehold royalties payable to the Trust during fiscal year2004 has been presented, in all material respects, in conformity with theAmendment of Assignment, Assumption and Further Assignment of Peters Lease, andthe Amendment of Assignment, Assumption and Further Assignment of CloquetLease.

 

•**                 **Under the terms of the Agreement of Trustand the Amendment, the Trustees are entitled to, and in fact do rely, uponcertain experts in good faith, including (i) the independent consultants withrespect to monthly production and shipment reports, which include figures oncrude ore production and iron ore pellet shipments and discussions concerningthe condition and accuracy of the scales and plans regarding the development ofthe Trust’s mining property; and (ii) the independent auditors they havecontracted with respect to reviews of financial data related to shipping andsales reports provided by Northshore.

 

The Trustees donot intend to expand their responsibilities beyond those permitted or requiredby the Agreement of Trust, the Amendment, and those required under applicablelaw.

 

***Changes in InternalControls over Financial Reporting***.  To the knowledge of the Trustees, there hasbeen no significant change in the Trust’s internal control over financialreporting that occurred during the Trust’s last fiscal quarter that hasmaterially affected, or is likely to materially affect, the Trust’s internalcontrol over financial reporting.  TheTrustees note for purposes of clarification that they have no authority over,and make no statement concerning, the internal controls of Northshore.

 

4

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**PART III**

** **

# **ITEM10.****                                             ****DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT****.**

#  

There are no directors or executive officers of the registrant.  The Agreement of Trust provides for aCorporate Trustee and four Individual Trustees (collectively, the“Trustees”).  Generally, 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 TrustCertificates then outstanding.  In thecase of an Individual Trustee, a successor is also appointed if the IndividualTrustee dies, becomes incapable of acting or is adjudged bankrupt orinsolvent.  In the case of the CorporateTrustee, a successor is also appointed if a receiver of the Corporate Trusteeor of its property is appointed, or if any public officer takes charge orcontrol of the Corporate Trustee or of its property or affairs for the purposeof rehabilitation, conservation or liquidation.  A successor is appointed by the holders of a majority in interestof the Trust Certificates then outstanding. Because such appointments are not made on a regular or periodic basis,the Trust does not have a standing nominating committee or a policy in placefor the recommendation and nomination of successor Trustees.

 

The present Trustees of Mesabi Trust and their respective ages, termsin office as Trustees, and business experience during the past five (5) yearsare set forth in the following table:

 
| **Name**                             |   | **Age** |   | **Trustee  Since** |   | **Business  Experience  During Past Five Years**                                                                                                                          |
|--------------------------------------|--------|---------|--------|--------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                 |   |    |   |               |   |                                                                                                                                                                      |
| Deutsche Bank Trust Company Americas |   | N/A     |   | 1961               |   | New York banking corporation.                                                                                                                                             |
|                                 |   |    |   |               |   |                                                                                                                                                                      |
| David J. Hoffman                     |   | 68      |   | 1977               |   | Mining geologist; Until January 1988, President of Towne Mines  Exploration Company, Inc., a privately-held mining corporation.                                      |
|                                 |   |    |   |               |   |                                                                                                                                                                      |
| Richard G. Lareau                    |   | 75      |   | 1990               |   | Partner in the law firm of Oppenheimer Wolff & Donnelly LLP;  Director of Northern Technologies International Corporation.                                            |
|                                 |   |    |   |               |   |                                                                                                                                                                      |
| Ira A. Marshall, Jr.                 |   | 81      |   | 1976               |   | Private investor and self-employed petroleum engineer; Until  February 1986, Director and Vice President of New American Fund, Inc., a  closed-end investment trust. |
|                                 |   |    |   |               |   |                                                                                                                                                                      |
| Norman F. Sprague III                |   | 56      |   | 1981               |   | Private investor; Orthopedic surgeon.                                                                                                                                     |

 

There are nofamily relationships among any of the above persons.

 

The Trust’sactivities are limited to collecting income, paying expenses and liabilities,distributing net income to the Trust’s Certificate Holders after the paymentof, or provision for, such expenses and liabilities, and protecting andconserving the assets held.  As such,the Trust does not have an audit committee and therefore has not designated an“audit committee financial expert” for purposes of the Securities Exchange Actof 1934 and the rules promulgated thereunder.

 

5

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The Trustees haveadopted a Code of Ethics applicable to the Trustees.  A copy of the Trustees Code of Ethics is filed as Exhibit 14 tothis report.

 

# **ITEM11.****                                             ****EXECUTIVE COMPENSATION****.**

#  

Pursuant to the Amendment, each Individual Trustee receives at least$20,000 in annual compensation for services as Trustee.  Each year, annual Trustee compensation isadjusted up or down (but not below $20,000) in accordance with changes from theNovember 1981 level of 295.5 (the “1981 Escalation Level”) in the AllCommodities Producer Price Index (with 1967 = 100 as a base).  The All Commodities Producer Price Index ispublished by the U.S. Department of Labor. The adjustment is made at the end of each fiscal year and is calculatedon the basis of the proportion between (a) the level of such index for theNovember preceding the end of such fiscal year, and (b) the 1981Escalation Level.

 

Also pursuant to the Amendment, Deutsche Bank Trust Company Americas,as the Corporate Trustee, receives annual compensation in an amount equal tothe greater of (i) $20,000, or such other amount determined in accordance withthe adjustments described in the preceding paragraph, or (ii) one quarter ofone percent (1/4 of 1%) of the Trust Moneys, exclusive of proceeds of sale ofany part of the Trust Estate (as such terms are defined in the TrustAgreement), received by the Trustees and distributed to Trust CertificateHolders.

 

Additionally, each year the Corporate Trustee receives $62,500 (ormore, if unanimously approved by the Individual Trustees) to cover clerical andadministrative services to Mesabi Trust other than services customarilyperformed by a registrar or transfer agent. In fiscal year 2004, the Trust paid the Corporate Trustee $62,500 forsuch services.

 

The following table sets forth the cash compensation paid to theTrustees through January 31, 2004, for services in all capacities asTrustees to Mesabi Trust during the fiscal year ended January 31, 2004.

 

**CASH COMPENSATION TABLE**

 
| **Name**                             |   | **Capacity  in Which Served** |   | **Cash  Compensation** |      |
|--------------------------------------|--------|-------------------------------|--------|------------------------|-----------|
|                                 |   |                          |   |                   |      |
| Deutsche Bank Trust Company Americas |   | Corporate Trustee             |   | $                      | 90,636.05 | * |
|                                 |   |                          |   |                   |      |
| David J. Hoffman                     |   | Individual Trustee            |   | $                      | 28,136.05 |   |
|                                 |   |                          |   |                   |      |
| Richard G. Lareau                    |   | Individual Trustee            |   | $                      | 28,136.05 |   |
|                                 |   |                          |   |                   |      |
| Ira A. Marshall, Jr.                 |   | Individual Trustee            |   | $                      | 28,136.05 |   |
|                                 |   |                          |   |                   |      |
| Norman F. Sprague III                |   | Individual Trustee            |   | $                      | 28,136.05 |   |

 

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* Does not include $16,266.28 of fees anddisbursements paid to Deutsche Bank Trust Company Americas as registrar andtransfer agent of the Units.

 

6

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# **ITEM12.****                                             ****SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS ANDTRUSTEES AND RELATED UNITHOLDER MATTERS****.**

#  

According to Mesabi Trust’s records and a review of statements filedwith Mesabi Trust pursuant to Section 13(d) of the Securities Exchange Actof 1934, as amended, through March 26, 2004, no person owns beneficiallymore than 5% of the Trust’s Units outstanding as of March 26, 2004.

 

The table below sets forth information as to the Units of BeneficialInterest in Mesabi Trust beneficially owned as of March 26, 2004 by theTrustees individually and as a group.

 
| **Name**                                 |   | **Amount of  Beneficial  Ownership of Units** |   | **Percent of  Class** |   |
|------------------------------------------|--------|-----------------------------------------------|--------|-----------------------|--------|
|                                     |   |                                          |   |                  |   |
| Deutsche Bank Trust Company Americas (1) |   | 94                                            |   | Less than 1           | %      |
|                                     |   |                                          |   |                  |   |
| David J. Hoffman (2)                     |   | 38,100                                        |   | Less than 1           | %      |
|                                     |   |                                          |   |                  |   |
| Richard G. Lareau (3)                    |   | 24,000                                        |   | Less than 1           | %      |
|                                     |   |                                          |   |                  |   |
| Ira A. Marshall, Jr. (4)                 |   | 51,000                                        |   | Less than 1           | %      |
|                                     |   |                                          |   |                  |   |
| Norman F. Sprague III                    |   | 12,700                                        |   | Less than 1           | %      |
|                                     |   |                                          |   |                  |   |
| All Trustees as a group                  |   | 125,894                                       |   | 0.96                  | %      |

 

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(1)**                                 **Deutsche Bank Trust Company Americasholds, on behalf of various customers, Units in so-called “directed” accounts.

 

(2)**                                 **Includes 15,100 Units owned by Mr.Hoffman’s wife, over which Mr. Hoffman does not have any investment or votingpower and as to which Mr. Hoffman disclaims any beneficial ownership.

 

(3)**                                 **Includes 10,000 Units owned by Mr.Lareau’s wife, over which Mr. Lareau does not have any investment or votingpower and as to which Mr. Lareau disclaims any beneficial ownership.

 

(4)**                                 **These Units consist of (a) 50,000 Unitsowned indirectly by Mr. Marshall through a family trust of which Mr. Marshallis the sole trustee, and (b) 1,000 Units over which Mr. Marshall has jointvoting and investment power.

 

# **ITEM13.****                                             ****CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS****.**

#  

Mr. Richard G. Lareau, who became a Trustee on March 7, 1990, is asenior partner in the law firm of Oppenheimer Wolff & Donnelly LLP, ofMinneapolis, Minnesota.  That firm hasbeen retained by Mesabi Trust since 1961 to act with respect to matters ofMinnesota law, and was retained in 1991 by the Trustees other than Mr. Lareauto act as general counsel.

 

7

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

#  

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

 

The aggregate feespaid for professional services rendered by Eide Bailly LLP (“Eide Bailly”), theTrust’s independent accountants, for the audit of the Trust’s annual financialstatements and review of the financial statements included in the Trust’s quarterlyreports on Form 10-Q, for fiscal 2004 and 2003 were approximately $24,900 and$23,850, respectively.

 

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

 

The aggregate feespaid to Eide Bailly for assurance and related services that were reasonablyrelated to the performance of the audit or review of the Trust’s financialstatements, other than those described in item (a) above, for fiscal 2004 and2003 were approximately $5,750 and $5,500, respectively.  Such services included examining theschedule of leasehold royalties payable to Mesabi Trust as set forth inthe Peters Lease and the Assignment of the Peters and Cloquet Leases, asamended June 12, 1989.

 

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

 

The aggregate feespaid to Eide Bailly for tax compliance, tax advice and tax planning for MesabiTrust for fiscal 2004 and 2003 were approximately $2,200 and $2,100,respectively.  Such services includedpreparation of the tax memorandum to the unitholders.

 

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

 

No other fees werepaid to Eide Bailly for products and services provided to Mesabi Trust, otherthan those described in items (a) through (c) above, for fiscal 2004 and 2003.

 

Before Eide Baillyis engaged to perform audit and review services for the Trust, the Trusteesapprove the engagement.

 

**PART IV**

** **

# **ITEM15.****                                             ****EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ONFORM 8-K****.**

 

**(a) 1.    FinancialStatements:**

 

The following Financial Statements are incorporated in this Report byreference from the following pages of the Annual Report:

 

Independent Auditor’s Report – page F-1

 

Balance Sheets as of January 31, 2004 and 2003 – page F-2

 

Statements of Income for the years ended January 31, 2004, 2003,and 2002 – page F-3

 

Statements of Unallocated Reserve and Trust Corpus for the years endedJanuary 31, 2004, 2003, and 2002 – page F-4

 

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Statements of Cash Flows for the years ended January 31, 2004,2003, and 2002 – page F-5

 

Notes to Financial Statements – pages F-6 through F-9

 

**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. |

 

9

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| **Item No.** |   | **Item**                                                                                                                                                                                       |   | **Filing  Method**                                                                                                                                              |
|--------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------|
|         |   |                                                                                                                                                                                           |   |                                                                                                                                                            |
| 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.                                                 |
|         |   |                                                                                                                                                                                           |   |                                                                                                                                                            |
| 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.                                                 |
|         |   |                                                                                                                                                                                           |   |                                                                                                                                                            |
| 13           |   | Annual Report of the Trustees of Mesabi Trust for the fiscal year  ended January 31, 2004                                                                                                 |   | Filed herewith.                                                                                                                                                 |
|         |   |                                                                                                                                                                                           |   |                                                                                                                                                            |
| 14           |   | Trustees Code of Ethics                                                                                                                                                                        |   | Filed herewith.                                                                                                                                                 |
|         |   |                                                                                                                                                                                           |   |                                                                                                                                                            |
| 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.                                                                                                                                                 |
|         |   |                                                                                                                                                                                           |   |                                                                                                                                                            |
| **(b)**      |   | **Reports on Form 8-K  Filed in the Fourth Quarter:**                                                                                                                                          |   |                                                                                                                                                            |

 

None.

 

10

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**SIGNATURES**

** **

Pursuant to therequirements of Section 13 or 15(d) of the Securities Exchange Act of1934, as amended, the registrant has duly caused this report to be signed onits behalf by the undersigned, thereunto duly authorized.

 

Dated:  April 19, 2004

 
|   | **MESABI TRUST** |
|--------|------------------|
|   |             |   |
|   |             |   |
|   | By:              | DEUTSCHE BANK TRUST COMPANY  AMERICAS |
|   |             | Corporate Trustee |
|   |             |   |
|   | By:              | /s/ Rodney Gaughan |   |
|   |             | Rodney Gaughan |
|   |             | Assistant Vice President |

 

 

Pursuant to therequirements of the Securities Exchange Act of 1934, as amended, this reporthas been signed below by the following persons on behalf of the registrant andin the capacities and on the dates indicated.

 
| /s/ Rodney Gaughan                   |   | April 19, 2004 |
|--------------------------------------|--------|---------------------|
| Rodney Gaughan                       |   |
| Assistant Vice President             |   |
| Deutsche Bank Trust Company Americas |   |
|                                 |   |
| /s/ David J. Hoffman                 |   | April 19, 2004 |
| David J. Hoffman                     |   |
| Individual Trustee                   |   |
|                                 |   |
| /s/ Richard G. Lareau                |   | April 19, 2004 |
| Richard G. Lareau                    |   |
| Individual Trustee                   |   |
|                                 |   |
| /s/ Ira A. Marshall, Jr.             |   | April 19, 2004 |
| Ira A. Marshall, Jr.                 |   |
| Individual Trustee                   |   |
|                                 |   |
| /s/ Norman F. Sprague III            |   | April 19, 2004 |
| Norman F. Sprague III                |   |
| Individual Trustee                   |   |
|                                      |        |                     |  |  |

 

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