**UNITEDSTATES**

**SECURITIESAND 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, 2010** |
| ** **                                          | ** **                                                                                              |
| **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, including areacode)

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                                                    |

 

Securitiesregistered pursuant to Section 12(g) of the Act:  **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 whetherthe Registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and postedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) duringthe preceding 12 months (or for such shorter period that the Registrant wasrequired to submit and post such files). Yes o  No o*

 

*The registrant has not yetbeen phased into the interactive data requirements.

 

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.

 

| Large accelerated filer o                                                |   | Accelerated filer x         |
|--------------------------------------------------------------------------|--------|-----------------------------|
|                                                                     |   |                        |
| Non-accelerated filer o

(Do not 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, 2009, theaggregate market value of the Units of Beneficial Interest in the registrantheld by non-affiliates of the registrant was $142,269,930* based on the closing sale price as reported onthe New York Stock Exchange.

 

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*Includes approximately $108,700 representing themarket value, as of July 31, 2009, of 10,000 Units of Beneficial Interestthe beneficial ownership of which is disclaimed by affiliates (see Item 12herein).

 

**DOCUMENTS INCORPORATED BYREFERENCE**

 
| **Document**                                                                                    | ** ** | **Parts Into Which  Incorporated** |
|-------------------------------------------------------------------------------------------------|------------|------------------------------------|
| Annual  Report of the Trustees for the Fiscal Year Ended January 31, 2010  (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, 2010(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 10 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 byreference.

 

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

##  

Allof the Trust’s revenues and assets are derived from the Trust Estate.  The information under the heading “SelectedFinancial Data” set forth on page 10 of the Annual Report is incorporatedherein 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.

 

# **ITEM1A.**                                          **RISK FACTORS**.

#  

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

 

# **ITEM1B.****                                         ****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.

 

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

#  

None.

 

# **ITEM 4.****                                                    ****RESERVED**.

#  

**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 10 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.

 

# **ITEM7A.****                                           ****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-16 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***.  The Trustmaintains a system of disclosure controls and procedures designed to ensurethat information required to be disclosed by Mesabi Trust in the reports thatit furnishes 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.  Due to the pass-throughnature of the Trust, the Trust’s disclosure controls and 

 

3

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procedures include controlsand procedures designed to ensure that information required to be disclosed byMesabi Trust is accumulated and communicated by Cliffs Natural Resources Inc. (“Cliffs”)and its wholly-owned subsidiary, Northshore Mining Company (“Northshore”).  In order to help ensure the accuracy andcompleteness of the information required to be disclosed in the Trust’speriodic and annual reports, the Trust employs certified public accountants,geological consultants, and attorneys. These outside professionals advise the Trust in its review andcompilation of the information in this Form 10-K and the other periodicreports filed by the Trust with the SEC.

 

As part of their evaluation of Mesabi Trust’sdisclosure controls and procedures, the Trustees rely on quarterly shipment androyalty calculations provided by Northshore and Cliffs.  Because Northshore has declined to provide 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 theknowledge of the Trustees, there has been no change in the Trust’s internalcontrol over financial reporting that occurred during the Trust’s last fiscalquarter that has materially affected, or is likely to materially affect, theTrust’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.

 

# **ITEM9B.**                                          **OTHER INFORMATION**.

#  

Atthe special meeting of the Trust’s Unitholders held on December 17, 2009(the “Special Meeting”), the Unitholders appointed Robert C. Berglund to serveas successor Trustee of the Trust, replacing David J. Hoffman. Of the11,294,759 Units voting in person or by proxy at the Special Meeting, on thisproposal, 11,096,581 Units (or 84.58% of the Units outstanding) voted for Mr. Berglund,with 198,178 Units (or 1.51%) withholding votes.  Because the appointment of Mr. Berglundwas determined to be a routine matter, and therefore subject to discretionaryvoting under NYSE Rule 452, there were no broker non-votes with respect tothis proposal.

 

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**PART III**

** **

# **ITEM10.****                                             ****DIRECTORS, EXECUTIVE OFFICERS ANDCORPORATE GOVERNANCE**.

#  

The Agreement of Trust datedJuly 18, 1961 (the “Agreement of Trust”) provides for a Corporate Trusteeand four Individual Trustees (collectively, the “Trustees”).  The Trust does not have, nor does the Agreementof Trust provide for officers, a board of directors or an audit committee.  Generally, the Trustees continue in officeuntil their resignation or removal.  AnyTrustee may be removed at any time, with or without cause, by the holders oftwo-thirds in interest of the Certificates of Beneficial Interest in the Trust(the “Trust Certificates”) then outstanding. In the case of an Individual Trustee, a successor is appointed if theIndividual Trustee dies, becomes incapable of acting or is adjudged bankrupt orinsolvent.  In the case of the CorporateTrustee, a successor is appointed if a receiver of the Corporate Trustee or ofits property is appointed, or if any public officer takes charge or control ofthe Corporate 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.

 

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.  The Trustees havenot 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 also conduct telephoneconferences from time to time between the quarterly meetings to address developmentsthat require more timely attention.  TheTrust held four regular Trustee meetings and nine special meetings viateleconference in fiscal 2010.  All ofthe Trustees who were then appointed were present at all of the meetings heldin fiscal 2010.

 

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.

 

BecauseMesabi Trustees are appointed until they resign or are removed, at the time ofnomination the Trustees believe that it is necessary for each Trustee topossess many qualities and skills. The present Trustees of Mesabi Trustprincipal occupations and directorships held with other public corporationsduring the past five years, or longer as material, their ages and the yearfirst elected as a Trustee, are set forth below.

 

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Robert C. Berglund

Age: 63

Year Appointed as Individual Trustee: 2009

Retired Mining Engineer, Cliffs Natural Resources, Inc.

 

Mr. Berglund has extensive experience in the mining industry.  He retired from his position as VicePresident and General Manager of Northshore Mining Company in 2003 afterspending thirty-five years in mining production and operations management withCliffs. Mr. Berglund joined Cliffs after graduating from Penn StateUniversity in 1968 with a B.S. in Mining Engineering. From 1976 until 2003, Mr. Berglundworked onsite at various mines owned and operated by Cliffs across NorthAmerica.

 

James A. Ehrenberg

Age: 67

Year Appointed as Individual Trustee: 2006

Retired Vice President, U.S. Bank, N.A.

 

Mr. Ehrenberg has extensive experience serving as corporatetrustee.  Before retiring from hisposition as Senior Vice President of U.S. Bank, N.A. Mr. Ehrenberg spentnearly forty years in the Corporate Trust department of U.S. Bank, N.A. and itspredecessor, First Trust Company of Saint Paul. From 1983 until April 2005,Mr. Ehrenberg was directly responsible for providing corporate trusteeservices to the Mesabi Land Trust of which Mesabi Trust is the sole trustcertificate holder.

 

Richard G. Lareau

Age: 81

Year Appointed as Individual Trustee: 1990

Senior Partner, OppenheimerWolff & Donnelly LLP

 

Mr. Lareau is a senior partner in the law firm of OppenheimerWolff & Donnelly LLP with which firm he has been associated since1956.  Through his legal work, Mr. Lareauhas represented numerous clients on a wide range of issues including,corporate, trust and real estate law. Over the course of his legal career, Mr. Lareau has also served asa director on the boards of numerous publicly-traded companies.  During his service as a director on theboards of publicly-traded corporations, Mr. Lareau also served as amember, and frequently as chair, of board committees, including: audit,compensation, governance, nominating, and executive.

 

Norman F. Sprague III, M.D.

Age: 63

Year Appointed as Individual Trustee: 1981

Orthopedic Surgeon

 

Dr. Sprague, appointed as a Mesabi Trustee in 1981, is the longestserving member of the Mesabi Trustees.  Dr. Spraguereceived a B.S. in Geology from the University of California, Santa Barbara anda M.D. from UCLA.  Dr. Sprague alsohas investment experience as a general partner in two private investmentpartnerships.  Dr. Sprague’s nearlythirty years experience as a Trustee makes him an important part of theinstitutional memory of the Mesabi Trust.

 

6

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The Trust believes that each of the IndividualTrustees has a diversified background and extensive financial, business andindustry specific expertise that make him an important resource in theoversight of the Trust’s affairs.  Thereare no family relationships among any of the Individual Trustees.

 

David J. Hoffman, who served as a Mesabi Trusteefrom 1977 until his successor was appointed at the Special Meeting of TrustCertificate Holders on December 17, 2009, retired from the Trust effectiveupon the appointment of Mr. Berglund.

 

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

#  

**Compensation Discussion andAnalysis**

 

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 Trustdoes not use any compensation consultants.

 

The Amendment does notprovide for any stock awards, option awards, non-equity incentive plancompensation, change in pension value, nonqualified deferred compensation earningsor any other compensation.  The Trustdoes not have severance agreements nor does it provide post-retirement benefitsto the Trustees.  Accordingly, all suchtables have been omitted 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 thebasis of 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.  Messrs. Ehrenberg,Lareau and Sprague, the Individual Trustees who served for the entire fiscalyear, each received $35,999 in fiscal 2010. Messrs. Berglund and Hoffman, the Individual Trustees who servedfor less than the entire fiscal year, received $17,499 and $27,496,respectively.

 

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.

 

Additionally, each year the Corporate Trusteereceives $62,500 to cover clerical and administrative services to Mesabi Trust,other than services customarily performed by a registrar or transfer agent forwhich the Corporate Trustee is paid additional service fees.  The Corporate Trustee earned $88,089 in cashcompensation for the fiscal year ended January 31, 2010. The CorporateTrustee also received $9,974 for its services as registrar and transfer agentfor the year ended January 31, 2010. The Corporate Trustee earned $98,063 in total compensation for thefiscal year ended January 31, 2010.

 

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Under the Amendment, theIndividual Trustees may, in extraordinary circumstances, pay additionalcompensation to the Corporate Trustee. The decision to pay such compensation must be unanimously approved bythe Individual Trustees.  The CorporateTrustee did not receive any compensation for extraordinary services withrespect to the year ended January 31, 2010.

 

**Trustees’Compensation Report**

 

The Trustees have notdesignated a compensation committee and are not required to do so by applicablelaw or regulation.  The Trustees, as agroup, have reviewed and discussed the Compensation Discussion and Analysis (“CD&A”)and based on such review and discussion have recommended that the CD&A beincluded in this Annual Report on Form 10-K.

 
|   | MESABI  TRUST                         |
|--------|---------------------------------------|
|   |                                  |
|   | Deutsche  Bank Trust Company Americas |
|   | Robert  C. Berglund                   |
|   | James  A. Ehrenberg                   |
|   | Richard  G. Lareau                    |
|   | Norman F. Sprague III                 |

 

**Trustee Compensation**

 

**SummaryCompensation Table**

 

Thetable below summarizes the total compensation earned by each of the IndividualTrustees and the Corporate Trustee in the fiscal year ended January 31,2010.

 
| **Name**                                                | ** ** | **Trustee  Fees Earned  ($)** | ** ** | **Stock  Awards  ($)** | ** ** | **Option  Awards  ($)** | ** ** | **Non-Equity  Incentive Plan  Compensation  ($)** | ** ** | **Change in  Pension Value  and Deferred  Compensation  Earnings********($)** | ** ** | **All Other  Compensation  ($)** | ** ** | **Total  ($)** | ** ** |
|---------------------------------------------------------|------------|------------------------------------|------------|------------------------|------------|-------------------------|------------|--------------------------------------------------------|------------|----------------------------------------------------------------------------------------------|------------|---------------------------------------|------------|----------------|------------|
|                                                    |       |                               |       |                   |       |                    |       |                                                   |       |                                                                                         |       |                                  |       |           |       |
| Deutsche Bank Trust Company Americas, Corporate Trustee |       | $                                  | 88,089     |                   | N/A        |                    | N/A        |                                                   | N/A        |                                                                                         | N/A        |                                  | $          | 9,974          | (1)        | $ | 98,063 |   |
|                                                    |       |                               |       |                   |       |                    |       |                                                   |       |                                                                                         |       |                                  |       |           |       |
| Robert C. Berglund                                      |       | $                                  | 17,499     | (2)                    | N/A        |                    | N/A        |                                                   | N/A        |                                                                                         | N/A        |                                  | N/A        |           | $          | 17,499 |   |
|                                                    |       |                               |       |                   |       |                    |       |                                                   |       |                                                                                         |       |                                  |       |           |       |
| James A. Ehrenberg                                      |       | $                                  | 35,999     |                   | N/A        |                    | N/A        |                                                   | N/A        |                                                                                         | N/A        |                                  | N/A        |           | $          | 35,999 |   |
|                                                    |       |                               |       |                   |       |                    |       |                                                   |       |                                                                                         |       |                                  |       |           |       |
| David J. Hoffman                                        |       | $                                  | 27,496     | (2)                    | N/A        |                    | N/A        |                                                   | N/A        |                                                                                         | N/A        |                                  | N/A        |           | $          | 27,496 |   |
|                                                    |       |                               |       |                   |       |                    |       |                                                   |       |                                                                                         |       |                                  |       |           |       |
| Richard G. Lareau                                       |       | $                                  | 35,999     |                   | N/A        |                    | N/A        |                                                   | N/A        |                                                                                         | N/A        |                                  | N/A        |           | $          | 35,999 |   |
|                                                    |       |                               |       |                   |       |                    |       |                                                   |       |                                                                                         |       |                                  |       |           |       |
| Norman F. Sprague III                                   |       | $                                  | 35,999     |                   | N/A        |                    | N/A        |                                                   | N/A        |                                                                                         | N/A        |                                  | N/A        |           | $          | 35,999 |   |
|                                                         |            |                                    |            |                        |            |                         |            |                                                        |            |                                                                                              |            |                                       |            |                |            |  |  |  |

 

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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.

 

(2) Pursuant to the Agreement of Trust, each Individual Trustee ispaid compensation on a quarterly basis for service during each fiscalyear.  To the extent that an IndividualTrustee serves during any quarter in a fiscal year, he receives compensationfor service during the quarters of the fiscal year that such Individual Trusteewas in office.

 

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

#  

The following table sets forth information concerning each person knownto Mesabi Trust to own beneficially more than 5% of the Trust’s Unitsoutstanding as of April 2, 2010. Such information has been obtained from Mesabi Trust’s records and areview of statements of beneficial ownership filed with Mesabi Trust pursuantto Rule 13d-102 under the Securities Exchange Act of 1934, as amended,through April 2, 2010.

 
| **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                        | %          |

 

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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 investment company, hasshared voting power with respect to 375,000 Units and shared dispositive powerwith respect to 595,031 Units.  HodgesFund, an investment company, has shared voting power with respect to 375,000Units and shared dispositive power with respect to 375,000 Units.  Donald W. Hodges is a reporting person withrespect to First Dallas Holdings, Inc.

 

The table below sets forthinformation as to the Units of Beneficial Interest in Mesabi Trust beneficiallyowned as of April 2, 2010 by the Trustees individually and as agroup.  Except as otherwise indicated andsubject to applicable community property laws, each Trustee has sole voting andinvestment powers with respect to the securities listed.  There were no Certificates of BeneficialInterest of Mesabi Trust owned or pledged by the Trustees as of January 31,2010.

 
| **Name**                             | ** ** | **Amount of Beneficial  Ownership of Units** | ** ** | **Percent of  Class** | ** ** |
|--------------------------------------|------------|------------------------------------------------------------------|------------|----------------------------|------------|
|                                 | ** ** |                                                             | ** ** |                       | ** ** |
| Deutsche Bank Trust Company Americas |       | 0                                                                |       | 0                          |       |
|                                 |       |                                                             |       |                       |       |
| Robert C. Berglund                   |       | 2,000                                                            |       | **                         |       |
|                                 |       |                                                             |       |                       |       |
| James A. Ehrenberg                   |       | 3,000                                                            |       | **                         |       |
|                                 |       |                                                             |       |                       |       |
| Richard G. Lareau                    |       | 24,000                                                           | (1)        | **                         |       |
|                                 |       |                                                             |       |                       |       |
| Norman F. Sprague III                |       | 12,700                                                           |       | **                         |       |
|                                 |       |                                                             |       |                       |       |
| All trustees as a group              |       | 41,700                                                           |       | **                         |       |

 

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** Less than 1%

 

(1)          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.

 

The Trust does not have anycompensation plans under which securities of the Trust are authorized forissuance.

 

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

#  

Mr. RichardG. Lareau, who became a Trustee on March 7, 1990, is a senior partner inthe law firm of Oppenheimer Wolff & Donnelly LLP, of Minneapolis,Minnesota.  That firm has been retainedby Mesabi Trust since 1961 to act with respect to matters of Minnesota law, andwas retained in 1991 by the Trustees other than Mr. Lareau to act asgeneral legal counsel.  Mesabi Trust paidOppenheimer Wolff & Donnelly LLP (“Oppenheimer”) fees totaling$224,796 for legal services provided to the Trust during the fiscal year ended January 31,2010 compared with fees totaling $219,329for legal services provided to the Trust during fiscal year ended January 31,2009.  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.

 

**RelatedPerson Transaction Policy**

 

Duringthe fiscal year ended January 31, 2010, the Trustees met on a quarterlybasis and reviewed and approved or ratified certain transactions that occurredduring the prior fiscal quarter.  Inconnection with their review of the Trust’s transactions, the Trustees considerwhether 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 structureof the related person transaction; and

 

·                  the interestsof all 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 any transactionrequired to be reported in Mesabi Trust’s filings with the Securities andExchange Commission.  The policy appliesto any financial transaction, arrangement or relationship or any series ofsimilar transactions, arrangements or relationships in which Mesabi Trust is aparticipant and in which a related person has a direct or indirect interest.

 

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 $120,000 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,transfer agent, registrar, trustee under a trust indenture, or similarservices; and (iv) a transaction that is specifically contemplated byprovisions of the Trust’s indenture.

 

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Basedon their review of the Trust’s transactions during the fiscal year ended January 31,2010, the Trustees concluded that there were no related person transactionsrequired to be disclosed in this Annual Report on Form 10-K.

 

**Pass-ThroughRoyalty 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 that Gordon, Hughes &Banks, LLP (“GH&B”), had resigned as the Trust’s independent registeredpublic accounting firm as a result of GH&B entering into an agreement withEide Bailly, LLP (“Eide Bailly”), pursuant to which Eide Bailly acquired theoperations of GH&B.  Mesabi Trustengaged Wipfli LLP (“Wipfli”), on October 17, 2008, as its principalindependent registered public accountant to audit Mesabi Trust’s financialstatements.

 

**(a)        AuditFees**.

 

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 during fiscal 2010 forprofessional services rendered by Wipfli for the audit of the Trust’s annualfinancial statements, the audit of the Trustees’ assessment of internal control overfinancial reporting and review of the financial statements included inthe Trust’s quarterly reports on Form 10-Q were $52,660, which amountexcludes fees incurred by the Trust for professional services rendered byWipfli after January 31, 2010 and not yet billed to the Trust.

 

The aggregate fees paid during fiscal 2009 forprofessional services rendered by Wipfli for the audit of the Trust’s annualfinancial statements, the audit of the Trustees’ assessment of internal control overfinancial reporting and review of the financial statements included inthe Trust’s quarterly reports on Form 10-Q were $4,877, which amountexcludes fees incurred by the Trust for professional services rendered byWipfli after January 31, 2009 and not yet billed to the Trust.

 

**(b)       Audit-RelatedFees**.

 

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 2010 or fiscal 2009.

 

**(c)        TaxFees**.

 

No fees were paid to Wipfli or GH&B for taxcompliance, tax advice and tax planning for Mesabi Trust for fiscal 2010 orfiscal 2009.

 

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**(d)        AllOther Fees**.

 

No other fees were paid to Wipfli or GH&B forservices provided to Mesabi Trust, other than those described in item (a), forfiscal 2010 or fiscal 2009.

 

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 byreference 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, 2010 and 2009                                                           |   | Page F-5         |
|                                                                                                           |   |                  |
| Statements  of Income for the years ended January 31, 2010, 2009, and 2008                                |   | Page F-6         |
|                                                                                                           |   |                  |
| Statements  of Unallocated Reserve and Trust Corpus for the years ended January 31,  2010, 2009, and 2008 |   | Page F-7         |
|                                                                                                           |   |                  |
| Statements  of Cash Flows for the years ended January 31, 2010, 2009, and 2008                            |   | Page F-8         |
|                                                                                                           |   |                  |
| Notes  to Financial Statements                                                                                 |   | Pages F-9 - F-16 |

 

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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.          |

 

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| **Item  No.** | ** ** | **Item**                                                                                                                                                                                             | ** ** | **Filing Method**                                                                                                                                   |
|---------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------|
|          |       |                                                                                                                                                                                                 |       |                                                                                                                                                     |
| 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.                               |
|          |       |                                                                                                                                                                                                 |       |                                                                                                                                                     |
| 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, 2010                                                                                                       |       | 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 15,2010

 
| ** ** | **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/ Robert C. Berglund                |       | April 15, 2010 |
|---------------------------------------|------------|---------------------|
| Robert C. Berglund                    | ** ** | ** **          |
| Individual Trustee                    | ** ** | ** **          |
| ** **                            | ** ** | ** **          |
| /s/ James A. Ehrenberg                |       | April 15, 2010 |
| James A. Ehrenberg                    | ** ** | ** **          |
| Individual Trustee                    | ** ** | ** **          |
| ** **                            | ** ** | ** **          |
| /s/ Richard G. Lareau                 |       | April 15, 2010 |
| Richard G. Lareau                     | ** ** | ** **          |
| Individual Trustee                    | ** ** | ** **          |
| ** **                            | ** ** | ** **          |
| /s/ Kenneth R. Ring                   |       | April 15, 2010 |
| Kenneth R. Ring                       | ** ** | ** **          |
| Vice President                        | ** ** | ** **          |
| Deutsche Bank Trust  Company Americas | ** ** | ** **          |
| ** **                            | ** ** | ** **          |
| /s/ Norman F. Sprague III             |       | April 15, 2010 |
| Norman F. Sprague III                 |       |                |
| Individual Trustee                    |       |                |

 

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