**UNITED STATESSECURITIES AND EXCHANGE COMMISSION****Washington, D.C. 20549**

 

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**FORM 10-K**

 

**(Mark one)**

**ý****        ****ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934**

 

**Forthe fiscal year ended January 31, 2003**

 

**o****        ****TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934**

 

**For the transitionperiod from                to                .**

** **

**Commission filenumber  1-4488**

** **

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** **

**MESABI TRUST******(Exact name of registrantas specified in its charter)

 
| **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  Corporate Trust & Agency Services – GDS  P.O. Box 318  Church Street Station  New York, New York** |   | **10008-0318**                        |
| (Address of principal executive offices)                                                                                                                 |   | (Zip Code)                            |
|                                                                                                                                                     |   |                                  |
| **(615) 835-2749**                                                                                                                                       |
| (Registrant’s telephone number, including area code)                                                                                                |

 

 

Securitiesregistered 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                       |

 

Securitiesregistered under Section 12(g) of the Exchange Act:  **None**

 

Indicate bycheck mark whether the registrant (1) has filed all reports required to befiled by Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 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 bycheck mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to the bestof registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or any amendmentto this Form 10-K.           ý

 

Indicate bycheck mark whether the registrant is an accelerated filer (as defined in Rule12b-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, 2002, was $52,724,156.*

 

The number ofshares of beneficial interest outstanding as of March 27, 2003:  13,120,010 Units of Beneficial Interest

 

**DOCUMENTSINCORPORATED BY REFERENCE**

 

Certain itemsin Parts I and II incorporate information by reference from the Annual Reportof the Trustees of Mesabi Trust to the Holders of Certificates of BeneficialInterest for the fiscal year ended January 31, 2003, which is annexedhereto and filed herewith as Exhibit 13.1.

 

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*  Includes approximately$101,655 representing the market value, as of July 31, 2002, of 25,100 Units ofBeneficial Interest the beneficial ownership of which is disclaimed byaffiliates (see Item 12 herein).

 

 

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**PART I**

** **

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

 

## **(a)           GeneralDevelopment of Business**.

 

The information under theheadings “Trustees’ Discussion and Analysis of Financial Condition and Resultsof Operation,” “The Trust Estate,” “Leasehold Royalties,” and “Land Trust andFee Royalties” set forth on pages 2, 8, 9, and 11, respectively, of the AnnualReport of the Trustees of Mesabi Trust for the fiscal year endedJanuary 31, 2003 (the “Annual Report”) is incorporated herein byreference.  Certain capitalized termsused below in this Part I are defined in the Annual Report.

 

## **(b)           FinancialInformation About Industry Segments**.

 

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 “SelectedFinancial Data” set forth on page 2 of the Annual Report is incorporated hereinby reference.

 

## **(c)           NarrativeDescription of Business**.

 

The information under theheadings “Trustees’ Discussion and Analysis of Financial Condition and Resultsof Operation,” “Important Factors Affecting Mesabi Trust,” and “LeaseholdRoyalties” set forth on pages 2, 6, and 9, respectively, of the Annual Reportis incorporated herein by reference.

 

## **(d)           Availabilityof Reports on Registrant’s Website**.

 

The information on the coverpage of the Annual Report, set forth on page 1 thereof, is incorporated hereinby reference.

 

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

 

The information under theheading “The Trust Estate” set forth on page 8 of the Annual Report isincorporated herein by reference.

 

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

 

None.

 

**ITEM 4.****                                                     SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS.**

 

None.

 

**PART II**

# ** **

**ITEM5.****                                                     MARKETFOR REGISTRANT’S COMMON EQUITY AND RELATED UNITHOLDER MATTERS.**

 

The information under theheadings “Reserves and Distributions” and “Certificates of Beneficial Interest”set forth on pages 12 and 13, respectively, of the Annual Report isincorporated herein by reference.

 

 

2

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**ITEM6.****                                                     SELECTEDFINANCIAL DATA.**

 

The information under theheadings “Selected Financial Data” and “Reserves and Distributions” set forthon pages 2 and 12, respectively, of the Annual Report is incorporated herein byreference.

 

**ITEM7.****                                                     TRUSTEE’SDISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.**

 

The information under theheadings “Trustees’ Discussion and Analysis of Financial Condition and Resultsof Operations,” “Leasehold Royalties,”****“Income and Expense,” and “Reserves andDistributions” set forth on pages 2, 9, 12, and 12, respectively, of the AnnualReport is incorporated herein by reference.

 

**ITEM 7A.****                                            QUANTITATIVE AND QUALITATIVE DISCLOSURESABOUT MARKET RISK.**

 

Not applicable.

 

**ITEM8.****                                                     FINANCIALSTATEMENTS AND SUPPLEMENTARY DATA.**

 

The financial statements,including the independent auditors’ reports thereon, filed as a part of thisreport, are presented on pages F-1 through F-10 and are incorporated herein byreference.

 

**ITEM9.****                                                     CHANGESIN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.**

 

The information requiredby Item 304 of Regulation S-K regarding the change in Mesabi Trust’saccountants was previously filed as part of Mesabi Trust’s Current Report onForm 8-K filed on August 1, 2000.

 

**PART III**

#  

**ITEM10.****                                              DIRECTORSAND EXECUTIVE OFFICERS OF THE REGISTRANT.**

 

There are no directors orexecutive officers of the registrant. The Agreement of Trust dated July, 18, 1961 (the “Agreement of Trust”),provides for a Corporate Trustee and four Individual Trustees (collectively, the“Trustees”).  Generally, Trustees continuein office until their resignation or removal. Any Trustee may be removed at any time, with or without cause, by theholders of two-thirds in interest of the Trust Certificates then outstanding.  In the case of an Individual Trustee, asuccessor is also appointed if the Individual Trustee dies, becomes incapableof acting or is adjudged bankrupt or insolvent.  In the case of the Corporate Trustee, a successor is alsoappointed if a receiver of the Corporate Trustee or of its property isappointed, or if any public officer takes charge or control of the CorporateTrustee or of its property or affairs for the purpose of rehabilitation,conservation or liquidation.

 

3

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The present Trustees ofMesabi Trust and their respective ages, terms in office as Trustees, andbusiness experience during the past five (5) years are set forth in thefollowing 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                      |   | 67      |   | 1977               |   | Mining geologist; Until January 1988, President of Towne Mines  Exploration Company, Inc., a privately-held mining corporation.                                 |
|                                  |   |    |   |               |   |                                                                                                                                                                 |
| Richard G. Lareau                     |   | 74      |   | 1990               |   | Partner in the law firm of Oppenheimer Wolff & Donnelly LLP;  Director of Northern Technologies International Corporation.                                       |
|                                  |   |    |   |               |   |                                                                                                                                                                 |
| Ira A. Marshall, Jr.                  |   | 80      |   | 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                 |   | 55      |   | 1981               |   | Private investor; Orthopedic surgeon.                                                                                                                                |

 

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

 

Pursuant to the Amendmentto the Agreement of Trust dated October 25, 1982 (the “Amendment”), eachIndividual Trustee receives at least $20,000 in annual compensation forservices as Trustee.  Each year, annualTrustee compensation is adjusted up or down (but not below $20,000) in accordancewith changes from the November 1981 level of 295.5 (the “1981 EscalationLevel”) in the All Commodities Producer Price Index (with 1967 = 100 as abase).  The All Commodities ProducerPrice Index is published by the U.S. Department of Labor.  The adjustment is made at the end of eachfiscal year and is calculated on the basis of the proportion between (a) thelevel of such index for the November preceding the end of such fiscal year, and(b) the 1981 Escalation Level.

 

Also pursuant to theAmendment, Deutsche Bank Trust Company Americas, as the Corporate Trustee,receives annual compensation in an amount equal to the greater of (i) $20,000,or such other amount determined in accordance with the adjustments described inthe preceding paragraph, or (ii) one quarter of one percent (1/4 of 1%) of theTrust Moneys, exclusive of proceeds of sale of any part of the Trust Estate (assuch terms are defined in the Trust Agreement), received by the Trustees anddistributed to Trust Certificate Holders.

 

Additionally, each yearthe Corporate Trustee receives $62,500 (or more, if unanimously approved by theIndividual Trustees) to cover clerical and administrative services to MesabiTrust other than services customarily performed by a registrar or transferagent.  In fiscal year 2002, the Trustpaid the Corporate Trustee $62,500 for such services.

 

4

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The following table setsforth the cash compensation paid to the Trustees through January 31, 2003,for services in all capacities as Trustees to Mesabi Trust during the fiscalyear ended January 31, 2003.

 

**CASH COMPENSATION TABLE**

** **
| **Name**                             |   | **Capacity  in Which Served** |   | **Cash  Compensation** |      |
|--------------------------------------|--------|-------------------------------|--------|------------------------|-----------|
|                                 |   |                          |   |                   |      |
| Deutsche Bank Trust Company Americas |   | Corporate Trustee             |   | $                      | 89,481.44 |  * |
|                                 |   |                          |   |                   |      |   |
| David J. Hoffman                     |   | Individual Trustee            |   | $                      | 26,981.44 |   |
|                                 |   |                          |   |                   |      |   |
| Richard G. Lareau                    |   | Individual Trustee            |   | $                      | 26,981.44 |   |
|                                 |   |                          |   |                   |      |   |
| Ira A. Marshall, Jr.                 |   | Individual Trustee            |   | $                      | 26,981.44 |   |
|                                 |   |                          |   |                   |      |   |
| Norman F. Sprague III                |   | Individual Trustee            |   | $                      | 26,981.44 |   |

 

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* Does not include $15,837.88 of feesand disbursements paid to Deutsche Bank Trust Company Americas as registrar andtransfer agent of the Units.

 

# **ITEM 12.****                                             ****SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS ANDTRUSTEES AND RELATED UNITHOLDER MATTERS****.**

 

The following table setsforth information concerning each person known to Mesabi Trust to ownbeneficially more than 5% of the Trust’s Units outstanding as of March 27,2003.  Such information has beenobtained from Mesabi Trust’s records and a review of statements filed withMesabi Trust pursuant to Section 13(d)-102 of the Securities Exchange Act of1934, as amended, through March 27, 2003. 

** **
| **Name and Address  of Beneficial Owner(s)**                                                                                |   | **Amount of  Beneficial   Ownership of Units** |   | **Percent of  Class** |   |
|-----------------------------------------------------------------------------------------------------------------------------|--------|------------------------------------------------|--------|-----------------------|--------|
|                                                                                                                        |   |                                           |   |                  |   |
| Appaloosa  Management L.P.,  a Delaware Limited Partnership  and David A. Tepper  26 Main Street  Chatham, New Jersey 07928 |   | 655,500                                        | (1)    | 4.99                  | %      |

 

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(1)                                  Accordingto a Schedule 13G dated May 4, 1998, filed by such persons, which indicatesthat each of such persons has sole voting power and sole dispositive power withrespect to such units.  AppaloosaManagement L.P. is general partner of Appaloosa Investment Limited PartnershipI.  The general partner of AppaloosaManagement L.P. is Appaloosa Partners, Inc., of which David Tepper is the soleshareholder and President.  AppaloosaManagement L.P. acts as an investment advisor to Palomino Fund Ltd.(“PLF”).  Of the 655,500 Units reported,327,750 are owned by Appaloosa Investment Limited Partnership I and 327,750 areowned by PLF.

 

5

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The table below setsforth information as to the Units of Beneficial Interest in Mesabi Trustbeneficially owned as of March 4, 2003 by the Trustees individually and as agroup.

 
| **Name**                                 |   | **Amount of  Beneficial  Ownership of Units** |   | **Percent of  Class** |   |
|------------------------------------------|--------|-----------------------------------------------|--------|-----------------------|--------|
|                                     |   |                                          |   |                  |   |
| Deutsche Bank Trust Company Americas (1) |   | 1,000                                         |   | 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                  |   | 126,800                                       |   | 0.97                  | %      |

 

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(1)                                  Deutsche Bank Trust Company Americasshares voting and investment power over the Units indicated above.  In addition to such Units, Deutsche BankTrust Company Americas holds, on behalf of various customers, Units inso-called “directed” accounts.  DeutscheBank Trust Company Americas has no voting or investment power over, and thus nobeneficial interest in, such Units.

 

(2)                                  Includes 15,100 Units owned by Mr. Hoffman’swife, over which Mr. Hoffman does not have any investment or voting power andas 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 whichMr. Marshall is the sole trustee, and (b) 1,000 Units over which Mr. Marshallhas joint voting and investment power.

 

# **ITEM 13.  ****                                    ****CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS****.**

 

Mr. Richard G. Lareau,who became a Trustee on March 7, 1990, is a senior partner in the law firmof Oppenheimer Wolff & Donnelly LLP, of Minneapolis, Minnesota.  That firm has been retained by Mesabi Trustsince 1961 to act with respect to matters of Minnesota law, and was retained in1991 by the Trustees other than Mr. Lareau to act as general counsel.

 

# **ITEM 14.  ****                                    ****CONTROLS AND PROCEDURES****.**

 

***Evaluation ofDisclosure 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 andcommunicated by Northshore Mining Company (“Northshore”), and the Trust’sindependent auditors and consultants to the Trustees as appropriate to allowtimely decisions regarding required disclosure.

 

6

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Within ninety days of the date of this report, theTrustees carried out an evaluation of the Trust’s disclosure controls andprocedures.  The Trustees have concludedthat the controls and procedures are effective, while noting certainlimitations on disclosure controls and procedures as set forth below.

 

Due to the contractual arrangements of the Agreementof Trust and the Amendment, there are certain potential weaknesses that maylimit the effectiveness of disclosure controls and procedures established bythe Trustees and their ability to verify the accuracy of certain financialinformation.  The contractuallimitations creating potential weaknesses in disclosure controls and proceduresmay be deemed to include:

 

•                  Northshore alonecontrols (i) historical operating data, including iron ore production volumes,marketing of iron ore products, operating and capital expenditures as theyrelate to Northshore, environmental and other liabilities and the effects ofregulatory changes; (ii) plans for Northshore’s future operating and capitalexpenditures; (iii) geological data relating to reserves, and (iv) projectedproduction of iron ore products.  Whilethe Trustees request material information for use in periodic reports as partof their disclosure controls and procedures, the Trustees do not control thisinformation, and they rely on Northshore to provide accurate and timelyinformation for use in the Trust’s reports filed with the Securities andExchange Commission.  Moreover, whileeach quarter Northshore furnishes shipment and royalty calculations to theTrustees, Northshore has declined to support this information with a writtencertification attesting to whether Northshore has established disclosurecontrols and procedures and internal controls sufficient to enable it to verifythat the information furnished to the Trustees is accurate and complete.  Northshore is not required either bycontract or by governmental laws or regulations to provide such acertification.  Under the Trust’sengagement letter with Eide Bailly LLP, which serves as the Trust’s independentaccountants (“Eide Bailly”), Eide Bailly has delivered a report to the Trustconcluding that the schedule of leasehold royalties payable to the Trust duringfiscal year 2002 has been presented, in all material respects, in conformitywith the Amendment of Assignment, Assumption and Further Assignment of PetersLease, and the Amendment of Assignment, Assumption and Further Assignment of CloquetLease.

 

•                  Under the termsof the Agreement of Trust and the Amendment, the Trustees are entitled to, andin fact do rely, upon certain experts in good faith, including (i) theindependent consultants with respect to monthly production and shipment reports,which include figures on crude ore production and iron ore pellet shipments anddiscussions concerning the condition and accuracy of the scales and plansregarding the development of the Trust’s mining property; and (ii) theindependent auditors they have contracted with respect to reviews of financialdata related to shipping and sales reports provided by Northshore.

 

The Trustees do not intend to expand theirresponsibilities beyond those permitted or required by the Agreement of Trust,the Amendment, and those required under applicable law.

 

***Changes in InternalControls***.  To theknowledge of the Trustees, there have been no significant changes in theTrust’s internal controls or in other factors that could significantly affectthe Trust’s internal controls subsequent to the date the Trustees completedtheir evaluation.  The Trustees note forpurposes of clarification that they have no authority over, and make nostatement concerning, the internal controls of Northshore.

 

7

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**PART IV**

 

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

 
| **(a) 1.   Financial Statements:**                                                                                          |
|----------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                             |
| The following Financial Statements are  incorporated in this Report by reference from the following pages of the Annual  Report: |
|                                                                                                                             |
| Independent Auditors’ Reports                                                                                               |
|                                                                                                                             |
| Balance Sheets as of January 31, 2003 and  2002                                                                                  |
|                                                                                                                             |
| Statements of Income for the years ended  January 31, 2003, 2002, and 2001                                                       |
|                                                                                                                             |
| Statements of Unallocated Reserve and Trust  Corpus for the years ended January 31, 2003, 2002, and 2001                         |
|                                                                                                                             |
| Statements of Cash Flows for the years  ended January 31, 2003, 2002, and 2001                                                   |
|                                                                                                                             |
| Notes to Financial Statements                                                                                                    |

 
| **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. |

 

8

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| **Item No.** |   | **Item**                                                                                  | ** ** | **Filing Method**                                                                                                                                               |
|--------------|--------|-------------------------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------|
|         |   |                                                                                      |       |                                                                                                                                                            |
| 10(b)        |   | Amendment of Assignment of Peters   Lease                                                 |       | Incorporated by reference from Exhibits 10(a) - 10(d) to Mesabi  Trust’s Annual Report on Form 10-K for the fiscal year ended January 31,  1987. |
|         |   |                                                                                      |       |                                                                                                                                                            |
| 10(c)        |   | Cloquet Lease                                                                             |       | Incorporated by reference from Exhibits 10(a) - 10(d) to Mesabi  Trust’s Annual Report on Form 10-K for the fiscal year ended January 31,  1987. |
|         |   |                                                                                      |       |                                                                                                                                                            |
| 10(d)        |   | Assignment of Cloquet Lease                                                               |       | Incorporated by reference from Exhibits 10(a) - 10(d) to Mesabi  Trust’s Annual Report on Form 10-K for the fiscal year ended January 31,  1987. |
|         |   |                                                                                      |       |                                                                                                                                                            |
| 10(e)        |   | Modification of Lease and Consent to Assignment dated as of  October 22, 1982        |       | Incorporated by reference from Exhibit 10(e) to Mesabi Trust’s Annual  Report on Form 10-K for the fiscal year ended January 31, 1988.                |
|         |   |                                                                                      |       |                                                                                                                                                            |
| 10(f)        |   | Amendment of Assignment, Assumption and Further Assignment of Peters  Lease               |       | Incorporated by reference from Exhibit A to Mesabi Trust’s Report on  Form 8-K dated August 17, 1989.                                                 |
|         |   |                                                                                      |       |                                                                                                                                                            |
| 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.                                                 |
|         |   |                                                                                      |       |                                                                                                                                                            |
| 13.1         |   | Annual Report of the Trustees of Mesabi Trust for the fiscal year  ended January 31, 2003 |       | Filed herewith.                                                                                                                                                 |
|         |   |                                                                                      |       |                                                                                                                                                            |
| 16           |   | Letter from McGladrey & Pullen, LLP to the SEC, dated July 31,  2000                  |       | Incorporated by reference from Exhibit 16.0 to Mesabi Trust’s Report  on Form 8-K dated August 1, 2000.                                                    |

 

9

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| **Item No.** |   | **Item**                                                                                                                                                      |   | **Filing Method** |
|--------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------|
|         |   |                                                                                                                                                          |   |              |
| 99.1         |   | 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 the requirements of Section 13 or 15(d) ofthe Securities Exchange Act of 1934, as amended, the registrant has duly causedthis report to be signed on its behalf by the undersigned, thereunto dulyauthorized.

 
| Dated:  April 18, 2003 |             |
|-----------------------------|------------------|
|                        |             |
|                        | **MESABI TRUST** |
|                        |             |
|                        |             |
|                        | By:              | DEUTSCHE BANK TRUST COMPANY |
|                        |             | AMERICAS |
|                        |             | Corporate Trustee |
|                        |             |   |
|                        | By:              | /s/ Rodney Gaughan |
|                        |             | Rodney Gaughan |
|                        |             | Assistant Vice President |

 

Pursuant to the requirements of the SecuritiesExchange Act of 1934, as amended, this report has been signed below by thefollowing persons on behalf of the registrant and in the capacities and on thedates indicated.

 
| /s/ Rodney Gaughan                   |   | April 18, 2003 |
|--------------------------------------|--------|----------------|
| Rodney Gaughan                       |   |           |
| Assistant Vice President             |   |           |
| Deutsche Bank Trust Company Americas |   |           |
|                                 |   |           |
| /s/ David J. Hoffman                 |   | April 18, 2003 |
| David J. Hoffman                     |   |           |
| Individual Trustee                   |   |           |
|                                 |   |           |
| /s/ Richard G. Lareau                |   | April 18, 2003 |
| Richard G. Lareau                    |   |           |
| Individual Trustee                   |   |           |
|                                 |   |           |
| /s/ Ira A. Marshall, Jr.             |   | April 18, 2003 |
| Ira A. Marshall, Jr.                 |   |           |
| Individual Trustee                   |   |           |
|                                 |   |           |
| /s/ Norman F. Sprague III            |   | April 18, 2003 |
| Norman F. Sprague III                |   |           |
| Individual Trustee                   |   |           |

 

11

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**CERTIFICATION**

 

I, Rodney Gaughan, certify that:

 

1.               I have reviewedthis annual report on Form 10-K of Mesabi Trust, for which Deutsche Bank TrustCompany Americas acts as Corporate Trustee;

 

2.               Based on myknowledge, this annual report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this annual report;

 

3.               Based on myknowledge, the financial statements, and other financial information includedin this annual report, fairly present in all material respects the financialcondition, distributable income and changes in trust corpus of the registrantas of, and for, the period presented in this annual report.

 

4.               I am responsiblefor establishing and maintaining disclosure controls and procedures (as definedin Exchange Act Rules 13a-14 and 15d-14), or for causing such procedures to beestablished and maintained, for the registrant and have:

 

a)              designed such disclosure controls andprocedures, or caused such controls and procedures to be designed, to ensurethat material information relating to the registrant, including itsconsolidated subsidiaries, is made known to me by others within those entities,particularly during the period in which this annual report is being prepared;

 

b)             evaluated the effectiveness of theregistrant’s disclosure controls and procedures as of a date within 90 daysprior to the filing date of this annual report (the “Evaluation Date”); and

 

c)              presented in this annual report myconclusions about the effectiveness of the disclosure controls and proceduresbased on my evaluation as of the Evaluation Date;

 

5.               I have disclosed,based on my most recent evaluation, to the registrant’s auditors:

 

a)              all significantdeficiencies in the design or operation of internal controls which couldadversely affect the registrant’s ability to record, process, summarize andreport financial data and have identified for the registrant’s auditors anymaterial weaknesses in internal controls; and

 

b)             any fraud, whether ornot material, that involves persons who have a significant role in theregistrant’s internal controls; and

 

6.               I have indicated inthis annual report whether or not there were significant changes in internalcontrols or in other factors that could significantly affect internal controlssubsequent to the date of my most recent evaluation, including any correctiveactions with regard to significant deficiencies and material weaknesses.

 

In giving the certifications in paragraphs 4, 5 and 6 above, I haverelied to the extent I consider reasonable on information provided to me byEveleth Fee Office, Inc. and Northshore Mining Company.

 
| Date: April 18, 2003 |   | By:    | /s/ Rodney Gaughan                   |   |
|----------------------|--------|--------|--------------------------------------|--------|
|                 |   |   | Rodney Gaughan*                      |
|                 |   |   | Assistant Vice President             |
|                 |   |   | Deutsche Bank Trust Company Americas |

 

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* There are no principal executive officers or principal financialofficers of the registrant.

 

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