**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

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**FORM10-K**

 

**(Mark one)**

**ý****        ****ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934**

 

**For thefiscal year ended January 31, 2005**

 

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

 

**For the transition period from                 to                 .**

 

**Commissionfile number  1-4488**

 

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**MESABITRUST**

(Exact name of registrant as specified in itscharter)

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

 

**(615) 835-2749**

(Registrant’stelephone number, including area code)

 

Securities registered under Section 12(b) of the Exchange Act:  

 
| **Title of Each Class**                       | ** ** | **Name of Each Exchange on Which Registered** |
|-----------------------------------------------|------------|-----------------------------------------------|
| Units of Beneficial  Interest in Mesabi Trust |       | New York Stock Exchange                       |

 

Securities registered under Section 12(g) ofthe Exchange Act:  **None**

 

Indicate by check mark whether the registrant(1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days.  YES   ý     NO   o

 

Indicate by check mark if disclosure ofdelinquent filers pursuant to Item 405 of Regulation S-K is not containedherein, and will not be contained, to the best of registrant’s knowledge, indefinitive proxy or information statements incorporated by reference inPart III of this Form 10-K or any amendment to this Form 10-K.      ý

 

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

 

The aggregate market value of the voting andnon-voting common equity held by non-affiliates computed by reference to theprice at which the common equity was last sold, or the average of the bid andasked prices of such common equity, as of the last business day of theregistrant’s most recently completed second fiscal quarter, that being July 30,2004, was $107,059,282.*

 

The number of shares of beneficial interestoutstanding as of March 18, 2005: 13,120,010 Units of Beneficial Interest

 

**DOCUMENTSINCORPORATED BY REFERENCE**

 

Certain items in Parts I and II incorporateinformation by reference from the Annual Report of the Trustees of Mesabi Trustto the Holders of Certificates of Beneficial Interest for the fiscal year endedJanuary 31, 2005, which is annexed hereto and filed herewith as Exhibit13.

 

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*                 Includes approximately $204,816 representingthe market value, as of July 30, 2004, of 25,100 Units of Beneficial Interestthe beneficial ownership of which is disclaimed by affiliates (see Item 12herein).

 

** **

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**PART I**

** **

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

#  

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

##  

Theinformation under the headings “Trustees’ Discussion and Analysis of FinancialCondition and Results of Operations,” “The Trust Estate,” “Leasehold Royalties,”and “Land Trust and Fee Royalties” set forth on pages 2, 15, 19, and 22,respectively, of the Annual Report of the Trustees of Mesabi Trust for thefiscal year ended January 31, 2005 (the “Annual Report”) is incorporatedherein by reference.

 

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

##  

Substantiallyall of the revenue, 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)****                                 ****Narrative Description ofBusiness**.

##  

Theinformation under the headings “Trustees’ Discussion and Analysis of FinancialCondition and Results of Operations,” “The Trust Estate,” and “Leasehold Royalties”set forth on pages 2, 15, and 19, respectively, of the Annual Report isincorporated herein by reference.

 

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

##  

All of the Trust’s revenuesand assets are derived from the Trust Estate. The information under the heading “Selected Financial Data” set forth onpage 2 of the Annual Report is incorporated herein by reference.

 

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

##  

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

 

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

#  

Theinformation under the heading “The Trust Estate” set forth on page 15 of theAnnual Report is incorporated herein by reference.

 

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

#  

None.

 

# **ITEM 4.****                                                    ****SUBMISSION OF MATTERS TO AVOTE OF SECURITY HOLDERS****.**

#  

None.

 

2

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**PART II**

 

# **ITEM 5.****                 ****MARKET FOR REGISTRANT’SCOMMON EQUITY, RELATED UNITHOLDER MATTERS AND ISSUER PURCHASES OF EQUITYSECURITIES****.**

#  

The information under theheadings “Reserves and Distributions” and “Certificates of Beneficial Interest”set forth on pages 23 and 24, respectively, of the Annual Report isincorporated herein by reference.

 

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

#  

The information under theheadings “Selected Financial Data” and “Reserves and Distributions” set forthon pages 2 and 23, respectively, of the Annual Report is incorporated herein byreference.

 

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

#  

Theinformation under the headings “Trustees’ Discussion and Analysis of FinancialCondition and Results of Operations,” “Leasehold Royalties,”****“Income and Expense,” and “Reserves andDistributions” set forth on pages 2, 19, 23, and 24, respectively, of theAnnual Report is incorporated herein by reference.

 

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

** **

Notapplicable.

 

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

#  

Thefinancial statements, including the independent auditors’ reports thereon,filed as a part of this report, are presented on pages F-2 through F-14 and areincorporated herein by reference.

 

# **ITEM 9.****                 ****CHANGES IN AND DISAGREEMENTSWITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE****.**

#  

Effective December 15, 2004,Eide Bailly LLP (“Eide Bailly”) resigned as independent certified public accountantsto Mesabi Trust due to Eide Bailly’s de minimis involvement in the preparationof the Trust’s financial statements.  Onthat same date, the Trust engaged Gordon, Hughes & Banks, LLP (“GHB”) toact as independent certified public accountants for the Trust for each of thequarters and year-to-date periods ended April 30, 2004, July 31, 2004 andOctober 31, 2004.  The decision to changeaccountants was unanimously made by the Trustees of the Trust.  The Trustees subsequently engaged GHB as theTrust’s independent registered public accounting firm for its fiscal year endedJanuary 31, 2005.

 

TheTrust was also advised by Eide Bailly on December 15, 2004 that the IndependentAccountant’s Review Reports filed in conjunction with the Trust’s QuarterlyReports on Form 10-Q for each of the quarters ended April 30, 2004 and July 31,2004 should no longer be relied upon as Eide Bailly was not “independent” dueto its de minimis involvement in the preparation of the Trust’s financialstatement for these two quarters.  Inconnection with its engagement as independent accountants to the Trust for thefirst three quarters of its fiscal year ending January 31, 2005, GHB reviewedthe financial

 

3

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statements for each of thequarters and year-to-date periods ended April 30, 2004 and July 31, 2004.  The Trust filed GHB’s Independent Accountant’sReview Reports as amendments to the respective Quarterly Reports on Form 10-Qfor these two quarters on January 21, 2005.

 

Inconnection with these events, the Trust filed a Current Report on Form 8-K onDecember 20, 2004 pursuant to Section 13 of the Securities Exchange Act of1934.

 

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

 

***Evaluation of Disclosure Controls and Procedures***.  TheTrustees maintain disclosure controls and procedures designed to ensure thatinformation required to be disclosed by the Trust in the reports that it filesor submits under the Securities Exchange Act of 1934, as amended, is recorded,processed, summarized and reported within the time periods specified in therules and regulations of the Securities and Exchange Commission.  Disclosure controls and procedures includecontrols and procedures designed to ensure that information required to bedisclosed by the Trust is accumulated and communicated by Northshore MiningCompany (“Northshore”), and consultants to the Trustees as appropriate, toallow timely decisions regarding required disclosure.

 

As part of their evaluation of the Trust’sdisclosure controls and procedures, the Trustees rely on quarterly shipment androyalty calculations provided by Northshore. Because Northshore has declined to support this information with awritten certification attesting to whether Northshore has establisheddisclosure controls and procedures and internal controls sufficient to enableit to verify that the information furnished to the Trustees is accurate andcomplete, the Trustees must rely on (a) a general certification from Northshoreand Northshore’s parent, Cleveland-Cliffs, Inc (“CCI”), certifying as to theaccuracy of the royalty calculations, and (b) CCI’s conclusions that itsoverall disclosure controls and procedures are effective.  In addition, the Trust’s consultants reviewthe schedule of leasehold royalties payable and shipping and sales reportsprovided by Northshore against production and shipment reports prepared by theEveleth Fee Office, Inc., an independent consultant to the Trust (“Eveleth FeeOffice”). Eveleth Fee Office gathers production and shipping information fromNorthshore and prepares monthly production and shipment reports for theTrustees. Furthermore, as part of its engagement by the Trust, Eveleth Fee Officealso attends Northshore’s calibration and testing of its crude ore scales andboat loader scales which are conducted on a periodic basis.

 

As of the end of the periodcovered by this report, the Trustees carried out an evaluation of the Trust’sdisclosure controls and procedures.  TheTrustees have concluded that such disclosure controls and procedures areeffective.

 

***Trustees’ Report on Internal Control over Financial Reporting*****.**  TheTrustees’ Report on Internal Control over Financial Reporting, along with thereport of the Trust’s independent registered public accounting firm on itsassessment of the Trust’s internal control over financial reporting, are setforth on pages F-1 and F-2, respectively, of the Annual Report.

 

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

 

4

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**PART III**

 

# **ITEM 10.****                                             ****DIRECTORS AND EXECUTIVEOFFICERS 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, Trusteescontinue in office until their resignation or removal.  Any Trustee may be removed at any time, withor without cause, by the holders of two-thirds in interest of the TrustCertificates then outstanding.  In thecase of an Individual Trustee, a successor is also appointed if the IndividualTrustee dies, becomes incapable of acting or is adjudged bankrupt orinsolvent.  In the case of the CorporateTrustee, a successor is also appointed if a receiver of the Corporate Trusteeor of its property is appointed, or if any public officer takes charge orcontrol of the Corporate Trustee or of its property or affairs for the purposeof rehabilitation, conservation or liquidation. A successor is appointed by the holders of a majority in interest of theTrust Certificates then outstanding. Because such appointments are not made on a regular or periodic basis,the Trust does not have a standing nominating committee or a policy in placefor the recommendation and nomination of successor Trustees.

 

Thepresent Trustees of Mesabi Trust and their respective ages, terms in office asTrustees, and business experience during the past five (5) years are set forthin the following table:

 
| **Name**                              | ** ** | **Age** | ** ** | **Trustee  Since** | ** ** | **Business Experience  During Past Five Years**                                                                                                                      |
|---------------------------------------|------------|---------|------------|--------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                  |       |    |       |               |       |                                                                                                                                                                 |
| Deutsche Bank Trust  Company Americas |       | N/A     |       | 1961               |       | New York banking corporation.                                                                                                                                        |
|                                  |       |    |       |               |       |                                                                                                                                                                 |
| David J. Hoffman                      |       | 69      |       | 1977               |       | Mining geologist; Until January 1988, President of Towne Mines  Exploration Company, Inc., a privately-held mining corporation.                                 |
|                                  |       |    |       |               |       |                                                                                                                                                                 |
| Richard G. Lareau                     |       | 76      |       | 1990               |       | Partner in the law firm of Oppenheimer Wolff & Donnelly LLP;  Until September 2004, Director of Northern Technologies International  Corporation.                |
|                                  |       |    |       |               |       |                                                                                                                                                                 |
| Ira A. Marshall, Jr.                  |       | 82      |       | 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                 |       | 57      |       | 1981               |       | Private investor; Orthopedic surgeon.                                                                                                                                |

 

There are no familyrelationships among any of the above persons.

 

The Trust’s activities arelimited to collecting income, paying expenses and liabilities, distributing netincome to the holders of Certificates of Beneficial Interest in the Trust (“Unitholders”)after the payment of, or provision for, such expenses and liabilities, andprotecting and conserving the assets held. As such, the Trust does not have an audit committee and therefore hasnot designated an “audit committee financial expert” for purposes of theSecurities Exchange Act of 1934 and the rules promulgated thereunder.

 

5

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To carry out the Trustees’duties under the Agreement of Trust, the Trustees normally meet on a quarterlybasis to discuss information and circumstances relevant to the Trust. In thethird quarter of each year, the Trustees’ meeting is typically conducted inconnection with the Trustees’ annual inspection trip in which they personallyvisit and tour Northshore’s mining operations and plant facilities located nearBabbitt and in Silver Bay, Minnesota, respectively. The Trustees also meet withand interview Northshore personnel with respect to Northshore’s currentoperations, changes in operations, mining plans, capital equipment andfacilities.  The Trustees also conducttelephone conferences from time to time between the quarterly meetings toaddress developments that require more timely attention.

 

The Trustees have adopted aCode of Ethics applicable to the Trustees. A copy of the Trustees Code of Ethics is filed as Exhibit 14 to thisreport.

 

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

#  

Pursuant to the Amendment tothe 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) inaccordance with changes from the November 1981 level of 295.5 (the “1981Escalation Level”) in the All Commodities Producer Price Index (with 1967 = 100as a base).  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 Agreement of Trust), received by the Trustees anddistributed to Unitholders.

 

Additionally, each year theCorporate 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 2004, the Trustpaid the Corporate Trustee $62,500 for such services.

 

The following table setsforth the cash compensation paid to the Trustees through January 31, 2005,for services in all capacities as Trustees to the Trust during the fiscal yearended January 31, 2005.

 

**CASHCOMPENSATION TABLE**

 
| **Name**                             | ** ** | **Capacity in Which Served** | ** ** | **Cash Compensation** | ** ** |
|--------------------------------------|------------|------------------------------|------------|-----------------------|------------|
|                                 |       |                         |       |                  |       |
| Deutsche Bank Trust Company Americas |       | Corporate Trustee            |       | $                     | 93,147.84  |   |
| David J. Hoffman                     |       | Individual Trustee           |       | $                     | 30,647.84  |   |
| Richard G. Lareau                    |       | Individual Trustee           |       | $                     | 30,647.84  |   |
| Ira A. Marshall, Jr.                 |       | Individual Trustee           |       | $                     | 30,647.84  |   |
| Norman F. Sprague III                |       | Individual Trustee           |       | $                     | 30,647.84  |   |

 

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*                 Does notinclude $15,612.42 of fees and disbursements paid to Deutsche Bank TrustCompany Americas as registrar and transfer agent of the Units.

 

6

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# **ITEM 12.****                                             ****SECURITY OWNERSHIP OFCERTAIN BENEFICIAL 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 March 18, 2005.  Suchinformation has been obtained from Mesabi Trust’s records and a review ofstatements filed with Mesabi Trust pursuant to Rule 13d-102 under theSecurities Exchange Act of 1934, as amended, through March 18, 2005.

 
| **Name  and Address  of Beneficial Owner(s)**                                                                                                                                                                                             | ** ** | **Amount of Beneficial  Ownership of Units** | ** ** | **Percent of  Class** | ** ** |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|----------------------------------------------|------------|-----------------------|------------|
|                                                                                                                                                                                                                                      |       |                                         |       |                  |       |
| Tontine Capital Partners, L.P., a Delaware limited partnership,  Tontine Capital Management, L.L.C., a Delaware limited liability company, and  Jeffrey L. Gendell  55  Railroad Avenue, 3rd Floor Greenwich, Connecticut 06830 |       | 813,500                                      | (1)        | 6.2                   | %          |

 

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(1)                                  According to a Schedule 13G dated January 10,2005, filed by such persons, which indicates that such persons each have sharedvoting power and shared dispositive power with respect to such Units.  Tontine Capital Management, L.L.C. is thegeneral partner of Tontine Capital Partners, L.P., the direct owner of the813,500 Units reported.  Mr. Gendell isthe Managing Member of Tontine Capital Management, L.L.C. and in that capacitydirects its operations.

 

The table below sets forthinformation as to the Units of Beneficial Interest in Mesabi Trust beneficiallyowned as of March 18, 2005 by the Trustees individually and as a group.

 
| **Name**                                 | ** ** | **Amount of Beneficial  Ownership of Units** | ** ** | **Percent of  Class** | ** ** |
|------------------------------------------|------------|----------------------------------------------|------------|-----------------------|------------|
|                                     |       |                                         |       |                  |       |
| Deutsche Bank Trust Company Americas (1) |       | 0                                            |       | 0                     | %          |
|                                     |       |                                         |       |                  |       |
| David J. Hoffman (2)                     |       | 38,100                                       |       | Less than 1           | %          |
|                                     |       |                                         |       |                  |       |
| Richard G. Lareau (3)                    |       | 24,000                                       |       | Less than 1           | %          |
|                                     |       |                                         |       |                  |       |
| Ira A. Marshall, Jr. (4)                 |       | 51,000                                       |       | Less than 1           | %          |
|                                     |       |                                         |       |                  |       |
| Norman F. Sprague III                    |       | 12,700                                       |       | Less than 1           | %          |
|                                     |       |                                         |       |                  |       |
| All Trustees as a group                  |       | 125,800                                      |       | 0.96                  | %          |

 

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(1)                                  Deutsche Bank Trust Company Americaspreviously held, on behalf of various customers, Units in so-called “directed”accounts.  Deutsche Bank Trust CompanyAmericas no longer maintains such directed accounts and therefore does notbeneficially own any 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.

 

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(3)                                  Includes 10,000 Units owned by Mr. Lareau’swife, over which Mr. Lareau does not have any investment or voting power and asto which Mr. Lareau disclaims any beneficial ownership.

 

(4)                                  These Units consist of (a) 50,000 Units ownedindirectly by Mr. Marshall through a family trust of which Mr. Marshall is thesole trustee, and (b) 1,000 Units over which Mr. Marshall has joint voting andinvestment power.

 

# **ITEM 13.****                                             ****CERTAIN RELATIONSHIPS ANDRELATED TRANSACTIONS****.**

#  

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

 

# **ITEM 14.****                                             ****PRINCIPAL ACCOUNTING FEESAND SERVICES****.**

#  

As previously reported in aCurrent Report on Form 8-K filed December 20, 2004, Eide Bailly resigned asindependent certified public accountants to the Trust effective December 15,2004.  On that same date, the Trust engagedGHB to act as independent certified public accountants to the Trust for each ofthe quarters and year-to-date periods ended April 30, 2004, July 31, 2004 andOctober 31, 2004.  The Trust subsequentlyengaged GHB to act as independent certified public accountants to the Trust forits fiscal year ended January 31, 2005. As a result of the change in accountants, the amounts disclosed belowreflect fees paid to GHB, as the Trust’s independent registered public accountingfirm for fiscal 2005, and to Eide Bailly, as the Trust’s certified publicaccountants for fiscal 2004.

 

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

 

The aggregate fees paid forprofessional services rendered by GHB for the audit of the Trust’s annualfinancial statements and review of the financial statements included in theTrust’s quarterly reports on Form 10-Q for fiscal 2005 were approximately$25,500, which amount excludes fees incurred by the Trust for professionalservices rendered by GHB after January 31, 2005 and not yet billed to the Trustfor GHB’s review of the Trustees’ report on internal control over financialreporting included in the Annual Report.

 

The aggregate fees paid forprofessional services rendered by Eide Bailly for the audit of the Trust’sannual financial statements and review of the financial statements included inthe Trust’s quarterly reports on Form 10-Q for fiscal 2004 were approximately$28,430, which amount excludes fees incurred by the Trust for professionalservices rendered by Eide Bailly after January 31, 2005 and not yet billed tothe Trust for Eide Bailly’s non-audit accounting services.

 

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

 

No fees were paid to GHB forassurance and related services that were reasonably related to the performanceof the audit or review of the Trust’s financial statements for fiscal 2005.

 

The aggregate fees paid toEide Bailly for assurance and related services that were reasonably related tothe performance of the audit or review of the Trust’s financial statements,other than those described in item (a) above, for fiscal 2004 wereapproximately $6,500.  Such servicesincluded examining the schedule of leasehold royalties payable to Mesabi Trustas set forth in the Peters Lease and the Assignment of the Peters and CloquetLeases, as amended June 12, 1989.

 

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

 

No fees were paid to GHB fortax compliance, tax advice and tax planning for Mesabi Trust for fiscal 2005.

 

The aggregate fees paid toEide Bailly for tax compliance, tax advice and tax planning for Mesabi Trustfor fiscal 2004 were approximately $2,350. Such services included preparation of the tax memorandum to theUnitholders.

 

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

 

No other fees were paid toGHB for products and services provided to Mesabi Trust, other than thosedescribed in items (a) through (c) above, for fiscal 2005.

 

No other fees were paid toEide Bailly for products and services provided to Mesabi Trust, other thanthose described in items (a) through (c) above, for fiscal 2004.

 

Before the independentauditor is engaged to perform audit and review services for the Trust, theTrustees approve the engagements.  Allservices described in paragraphs (b), (c) and (d) above were approved by theTrustees.

 

**PART IV**

 

**ITEM 15.****                                             ****EXHIBITS, FINANCIALSTATEMENT SCHEDULES AND REPORTS ON FORM 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 – pages F-2 through F-4                                                                 |
|       |                                                                                                                             |
|       | Balance Sheets as of  January 31, 2005 and 2004 – page F-5                                                                  |
|       |                                                                                                                             |
|       | Statements of Income for  the years ended January 31, 2005, 2004, and 2003 – page F-6                                       |
|       |                                                                                                                             |
|       | Statements of Unallocated  Reserve and Trust Corpus for the years ended January 31, 2005, 2004, and 2003  – page  F-7       |
|       |                                                                                                                             |
|       | Statements of Cash Flows  for the years ended January 31, 2005, 2004, and 2003 – page F-8                                   |
|       |                                                                                                                             |
| ** ** | Notes to Financial  Statements – pages F-9 through F-14                                                                     |

 

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**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, |       | 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.           |
|          |       | 1982                                                                          |       |

 

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| 10(f)  |   | Amendment of Assignment, Assumption and Further Assignment |                                                                                                                                                           | Incorporated by reference from Exhibit A to Mesabi Trust’s Report on  Form 8-K dated August 17, 1989. |
|--------|--------|------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------|
|   |   |                                                       | of  Peters Lease                                                                                                                                               |                                                                                                            |   |   |
|   |   |                                                       |                                                                                                                                                           |                                                                                                            |   |   |
|   | 10(g)  |                                                       | Amendment of Assignment, Assumption and Further Assignments of  Cloquet                                                                                        |                                                                                                            | Incorporated by reference from Exhibit B to Mesabi Trust’s Report on  Form 8-K dated August 17, 1989. |   |
|   |   |                                                       | Lease                                                                                                                                                          |                                                                                                            |   |   |
|   |   |                                                       |                                                                                                                                                           |                                                                                                            |   |   |
|   | 10(h)  |                                                       | Summary Description of Trustees’                                                                                                                          |                                                                                                            | Filed herewith. |   |
|   |   |                                                       | Compensation                                                                                                                                                   |                                                                                                            |   |   |
|   |   |                                                       |                                                                                                                                                           |                                                                                                            |   |   |
|   | 13     |                                                       | Annual Report of the Trustees of Mesabi Trust for the fiscal year  ended January 31,                                                                           |                                                                                                            | Filed herewith. |   |
|   |   |                                                       | 2005                                                                                                                                                           |                                                                                                            |   |   |
|   |   |                                                       |                                                                                                                                                           |                                                                                                            |   |   |
|   | 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 |                                                                                                            | Filed herewith. |   |
|   |   |                                                       | Sarbanes-Oxley Act of 2002                                                                                                                                     |                                                                                                            |   |   |
|   |   |                                                       |                                                                                                                                                           |                                                                                                            |   |   |
|   | 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       |                                                                                                            | Filed herewith. |   |
|   |   |                                                       | 2002                                                                                                                                                           |                                                                                                            |   |   |
|        |        |                                                            |                                                                                                                                                                |                                                                                                                 |  |  |  |  |

 

11

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**SIGNATURES**

 

Pursuant to the requirements of Section 13 or15(d) of the Securities Exchange Act of 1934, as amended, the registrant hasduly caused this report to be signed on its behalf by the undersigned,thereunto duly authorized.

 

Dated:  April 13, 2005

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

 

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/ Rodney Gaughan                   |   | April 13, 2005 |
|--------------------------------------|--------|----------------|
| Rodney Gaughan                       |   |
| Assistant Vice President             |   |
| Deutsche Bank Trust Company Americas |   |
|                                 |   |
| /s/ David J. Hoffman                 |   | April 13, 2005 |
| David J. Hoffman                     |   |
| Individual Trustee                   |   |
|                                 |   |
| /s/ Richard G. Lareau                |   | April 13, 2005 |
| Richard G. Lareau                    |   |
| Individual Trustee                   |   |
|                                 |   |
| /s/ Ira A. Marshall, Jr.             |   | April 13, 2005 |
| Ira A. Marshall, Jr.                 |   |
| Individual Trustee                   |   |
|                                 |   |
| /s/ Norman F. Sprague III            |   | April 13, 2005 |
| Norman F. Sprague III                |   |
| Individual Trustee                   |   |

 

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