8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  January 14, 2020

MESABI TRUST

(Exact name of registrant as specified in its charter)

| New York | 1-4488 | 13-6022277 |

| --- | --- | --- | | (State or other jurisdiction of<br>incorporation) | (Commission File Number) | (I.R.S. Employer Identification<br>No.) |

| c/o Deutsche Bank Trust Company Americas <br>Trust & Agency Services <br>60 Wall Street, 24th Floor <br>New York, New York | 10005 |

| --- | --- | | (Address of principal executive offices) | (Zip Code) |

(904) 271-2520

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02      Results of Operations and Financial Condition.

On January 14, 2020, Mesabi Trust issued a press release announcing that the Trustees of Mesabi Trust declared a distribution of seventy cents ($0.70) per Unit of Beneficial Interest payable on February 20, 2020 to Mesabi Trust Unitholders of record at the close of business on January 30, 2020.  A copy of the press release is being furnished as Exhibit 99.1 to this Form 8-K.

Item 9.01      Financial Statements and Exhibits. | 1. | (d)Exhibits. | | --- | --- | | Exhibit No. | Description | | --- | --- | | 99.1 | Press Release dated January 14, 2020 |

In accordance with general instruction B.2 to Form 8-K, the information in this Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MESABI TRUST

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		msb\_Ex99\_1	

Exhibit 99.1

January 14, 2020 05:00 PM Eastern Standard Time

NEW YORK--(BUSINESS WIRE)--The Trustees of Mesabi Trust (NYSE:MSB) declared a distribution of seventy cents ($0.70) per Unit of Beneficial Interest payable on February 20, 2020 to Mesabi Trust Unitholders of record at the close of business on January 30, 2020. This compares to a distribution of one dollar and thirty-nine cents ($1.39) per Unit for the same period last year.

The sixty-nine cents ($0.69) per Unit decrease in the current distribution, as compared to the distribution announced by the Trust at the same time last year, is primarily attributable to a lower volume of iron ore shipments, at lower prices, during the three month period ended September 30, 2019 compared to the same period of 2018, and to the Trust’s receipt of total royalty payments of $12,095,964 on October 30, 2019 from Northshore Mining Company (“Northshore”), which was lower than the total royalty payments of $18,259,954 received by the Trust from Northshore in October 2018. The Trust’s announcement today also reflects that the Trust’s most recent balance sheet includes a contract liability. The contract liability represents iron ore that has not been shipped by Northshore, but for which the Trust has received a royalty payment based on an initial estimated price. Revenue will be recognized in accordance with the Trust’s revenue recognition policy at the estimated prices for iron ore products sold under the Cliffs Pellet Agreement as shipments of these products are actually made. See Mesabi Trust’s Quarterly Report on Form 10‑Q, Note 2 (regarding “Contract asset and contract liability”), for the quarter ended October 31, 2019 (filed November 4, 2019). Finally, the Trust’s announcement today also reflects the Trustees’ determination that Mesabi Trust will have sufficient reserves available to make such a distribution while also maintaining an appropriate level of unallocated reserves in order for the Trust to be positioned to meet current and future expenses, and present and future liabilities (whether fixed or contingent), that may arise in the future.

Quarterly royalty payments from Northshore for iron ore shipments during the fourth calendar quarter, which are payable to Mesabi Trust under the royalty agreement, are due on January 30, 2020, together with the quarterly royalty report. After receiving the quarterly royalty report, Mesabi Trust plans to file a summary of the quarterly royalty report with the Securities and Exchange Commission in a Current Report on Form 8‑K.

Forward-Looking Statements

This press release contains certain forward-looking statements with respect to iron ore pellet production, iron ore pricing and adjustments to pricing, shipments by Northshore in 2019 and 2020, royalty (including bonus royalty) amounts, and other matters, which statements are intended to be made under the safe harbor protections of the Private Securities Litigation Reform Act of 1995, as amended. Actual production, prices, price adjustments, and shipments of iron ore pellets, as well as actual royalty payments (including bonus royalties) could differ materially from current expectations due to inherent risks and uncertainties such as general adverse business and industry economic trends, uncertainties arising from war, terrorist events and other global events, higher or lower customer demand for steel and iron ore, decisions by mine operators regarding curtailments or idling of production lines or entire plants, announcements and implementation of trade tariffs, environmental compliance uncertainties, difficulties in obtaining and renewing necessary operating permits, higher imports of steel and iron ore substitutes, processing difficulties, consolidation and restructuring in the domestic steel market, indexing features in Cliffs Pellet Agreements resulting in adjustments to royalties payable to Mesabi Trust and other factors. Further, substantial portions of royalties earned by Mesabi Trust are based on estimated prices that are subject to quarterly and final adjustments, which can be positive or negative, and are dependent in part on multiple price and inflation index factors under agreements to which Mesabi Trust is not a party and that are not known until after the end of a contract year. Although the Mesabi Trustees believe that any such forward-looking statements are based on reasonable assumptions, such statements are subject to risks and uncertainties, which could cause actual results to differ materially. Additional information concerning these and other risks and uncertainties is contained in the Trust’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10‑K. Mesabi Trust undertakes no obligation to publicly update or revise any of the forward-looking statements made herein to reflect events or circumstances after the date hereof.

Contacts

Mesabi Trust SHR Unit

904‑271‑2520

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