Annual Reports

  • 10-K (Feb 26, 2015)
  • 10-K (Feb 20, 2014)
  • 10-K (Feb 22, 2013)
  • 10-K (Feb 17, 2012)
  • 10-K (Feb 18, 2011)
  • 10-K (Feb 18, 2010)

 
Quarterly Reports

 
8-K

 
Other

Great Northern Iron Ore Properties 10-K 2015

Documents found in this filing:

  1. 10-K
  2. Ex-13
  3. Ex-23
  4. Ex-31.1
  5. Ex-31.2
  6. Ex-32
  7. Ex-99
  8. Ex-99

 

 

 

 

 

 

Annual Report on Form 10-K

 

Great Northern Iron Ore Properties

 

December 31, 2014

 

 

 

 

 

 
 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

FORM 10-K

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2014 Commission File Number 1-701

 

GREAT NORTHERN IRON ORE PROPERTIES
(Exact name of registrant as specified in its charter)

 

Minnesota   41-0788355

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

 

W-1290 First National Bank Building

332 Minnesota Street

Saint Paul, Minnesota

 

 

 

 

55101-1361

(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s Telephone Number, Including Area Code

 

 

(651) 224-2385

 

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

 

 

Title of Each Class

  Name of Each Exchange on
Which Registered

 

Trustees’ Certificates of Beneficial Interest

 

 

New York Stock Exchange

 

Securities registered pursuant to Section 12(g) of the Exchange Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer (as defined in Rule 405 of the Securities Act). Yes       No   X  

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes       No   X  

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes   X   No ____

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes   X   No ____

 

 
 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   X  

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act).

 

Large accelerated filer    Accelerated filer  
Non-accelerated filerX   Smaller reporting company  

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes       No   X  

 

As of the last business day of the registrant’s most recently completed second fiscal quarter, that being June 30, 2014, the aggregate market value of the registrant’s certificates (shares) of beneficial interest held by non-affiliates of the registrant was $29,760,000 based on the closing sale price as reported on the New York Stock Exchange Euronext – Composite Inter-Market Trading System.

 

The number of certificates (shares) of beneficial interest outstanding as of the close of the period covered by this report:

 

Trustees’ Certificates of Beneficial Interest – 1,500,000

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of the Annual Report to Certificate Holders for the year ended December 31, 2014, attached hereto as Exhibit 13, are incorporated by reference into Part II.

 

 
 

PART I

 

Item 1. BUSINESS

 

The Registrant (“Trust” or “we” or “our” or “GNIOP”) owns interests in fee, both mineral and nonmineral lands, on the Mesabi Iron Range in northeastern Minnesota. The Registrant is a conventional nonvoting trust organized under the laws of the State of Michigan pursuant to a Trust Agreement dated December 7, 1906. Because the Trust properties and offices are all located in Minnesota, the Trust and matters affecting the Trust are under the jurisdiction of the Ramsey County District Court (“Court”) in Saint Paul, Minnesota. Income is primarily derived from royalties on iron ore minerals (taconite) mined by our lessees from these properties and minimum royalties. The Registrant is presently involved primarily with the leasing and care of these properties. There have been no significant changes in these functions since the beginning of the fiscal year.

 

The terms of the Great Northern Iron Ore Properties Trust Agreement created December 7, 1906 (“Trust Agreement”) state that the Trust shall continue for twenty years after the death of the last survivor of eighteen persons named in the Trust Agreement. The last survivor of these eighteen persons died on April 6, 1995. Accordingly, the Trust terminates twenty years from April 6, 1995, that being April 6, 2015.

 

Upon the termination date of the Trust on April 6, 2015, the certificates of beneficial interest (shares) in the Trust will cease to trade on the New York Stock Exchange and thereafter will represent only the right to receive certain distributions payable to the certificate holders of record at the time of the termination of the Trust. Upon Trust termination and after the wind-down process is completed, the Trust is obligated to distribute ratably to these certificate holders the net monies remaining in the hands of the Trustees (after paying and providing for all expenses and obligations incurred through the Trust’s termination and wind-down process), plus the balance in the Principal Charges account (this account is explained in the Trust’s Annual Report sent to all certificate holders every year), all of which are subject to the final accounting and approval of the Court. All other Trust property (most notably the Trust’s mineral properties and the active leases) must be conveyed and transferred to the reversioner (which, effective January 1, 2015, is Glacier Park Iron Ore Properties LLC, a wholly owned subsidiary of Glacier Park Company, which is a wholly owned subsidiary of ConocoPhillips Company), without further payment or remuneration to the certificate holders, under the terms of the Trust Agreement. The wind-down process of the Trust is anticipated to extend into the calendar year following its termination date in order to complete the various year-end audits, court and regulatory filings, tax returns, conveyances of non-cash properties to the reversioner, etc., relative thereto. Subject to the guidance and approval of the Court and assuming the wind-down process with the reversioner proceeds efficiently and that no other complications arise during this time period, we anticipate the wind-down process, final distribution and dissolution of the Trust will be completed by the end of 2016.

 

1
 
Item 1. BUSINESS – continued

 

The Trust has previously provided information in its various Securities and Exchange Commission filings, including its Annual Report, about the final distribution payable to the certificate holders upon the Trust’s termination and after the wind-down process is completed. The exact final distribution, though not determinable at this time, will generally consist of the sum of the Trust’s net monies (essentially, total assets less liabilities and less properties) and the balance in the Principal Charges account, less any and all expenses and obligations incurred through the Trust’s termination and wind-down process. To offer a hypothetical example, without factoring in any expenses and obligations incurred through the Trust’s termination and wind-down process, and using the financial statement values as of December 31, 2014, the net monies were approximately $6,859,000 and the Principal Charges account balance was approximately $4,710,000, resulting in a final distribution payable of approximately $11,569,000, or about $7.71 per share. Upon the termination of the Trust, the certificates of beneficial interest (shares) would be cancelled and thereafter represent only the right to receive the final distribution. It is important to note, however, that the actual net monies on hand and the Principal Charges account balance will most likely fluctuate and will not be “final” until after the termination and wind-down process of the Trust is completed. The Trust offers this example to further inform investors about the conceptual nature of the final distribution and does not imply or guarantee a specific known final distribution amount.

 

The Trustees petitioned the Court for a hearing, which hearing occurred on October 7, 2014 and was continued on November 24, 2014, to address the matter of the Trust’s termination, including the scope of the Trustees’ duties, powers and authority during the wind-down period, their plan for termination and for guidance relative to the allocation of expenses. Please refer to “Item 3. Legal Proceedings” for additional information relative to the Court proceedings and matters concerning the termination of the Trust.

 

The raw materials essential to the business of the Registrant are the minerals contained in properties owned and leased by the Registrant. Because we lease our properties to mining interests that control the amount of ore production, we do not have direct control over the tonnage mined from our properties; we are primarily involved with administering the leases on the properties. Since the mining companies insist on the flexibility to move from property to property (though not necessarily to another Trust property) as mining requirements dictate, such changes in production cannot be predicted or reduced to financial forecasts.

 

Although the Registrant owns in excess of 67,000 acres in varied fee (surface and/or mineral) and ownership percentage interests in northeastern Minnesota, our mineral interests on the Mesabi Iron Range formation represent 12,033 acres, including approximately 7,443 acres that are wholly owned, 1,080 acres in which the Registrant is a tenant in common with a 91% interest, 3,350 acres in tenancy in common with a

2
 
Item 1. BUSINESS – continued

 

50% interest and 160 acres in tenancy in common with other fractional interests. Of said mineral interest total, 9,815 acres are under lease and 2,218 acres are unleased.

 

None of the Registrant’s leases provide for any right of renewal by the lessees upon expiration, even though unmined minerals might remain. Any extension of any such terminating lease would have to be negotiated in the same manner as unleased properties.

 

The Registrant cannot estimate at this time any tonnage for nonmagnetic taconite because of lack of drilling, testing and any established large-scale commercial treatment method for Mesabi Iron Range nonmagnetic taconite. To give a better perspective on magnetic taconite, our engineers estimate that the proven and probable ore reserves of magnetic taconite under lease as of December 31, 2014, were equivalent to approximately 343,200,000 tons of pellets. These ore reserves are developed from exploration drilling (diamond drilling) analyses performed by our lessees (steel and mining companies), with our interaction and assistance, though they have never been audited by any external party as this is not a customary practice. Although the ore reserves generally are adjusted downward each year for taconite pellet shipments and/or lease expirations, they may also increase due to new leases entered into and/or amendments to existing leases that may provide for the development of additional reserves. In addition, reserve adjustments (positive or negative) are made from time to time when additional diamond drilling results in adjustments to the estimates. Refer to the table of current leases within this “Item 1. Business” section for additional reserve information.

 

Present taconite leases provide for minimum royalties aggregating approximately $5,961,000 for the year 2015 even if no taconite is mined. This entire amount is attributable to long-term taconite leases.

 

All leases granted by the Registrant, except some covering remnants of natural ore, have provisions for escalation of royalty rates. Most of the taconite royalty rates are escalated on the basis of the price of pellets, the iron content, the Producers Price Index (“PPI”) (All Commodities), the PPI (Iron and Steel subgroup) or certain combinations of the above.

 

There are other landowners on the Mesabi Iron Range, including mining companies and numerous other private fee owners. Accordingly, firm data on competitive conditions in the iron ore industry is not available. Iron ore is also available from a number of other sources. However, the generally close proximity of our lands to the mining facilities tends to provide a competitive advantage to the Trust. In addition, other typical competitive factors include royalty rates, quality and geological characteristics of the ore bodies available, production guarantees granted to the fee owners, minimum royalty

3
 
Item 1. BUSINESS – continued

 

provisions and other matters. The Registrant’s non-taconite shipments have presently ceased as a source of income. The mining of taconite by lessees is the most important part of our present business. Future development depends, to a large part, on the demand for taconite from our properties by the steel and mining companies.

 

The Registrant’s royalty income is dependent on the number of tons of taconite shipped from its properties by the lessees, royalty rates, minimum royalties collected and absorption of minimum royalties collected.

 

Following is a summary of shipments by lessee (operating facility) for the years 2014, 2013 and 2012:

 

     Pellet Tons Shipped 
     2014   2013   2012 
               
  Hibbing Taconite Company   2,880,435    2,954,715    3,211,256 
  U.S. Steel Corporation – Minntac   2,778,540    2,922,771    3,237,598 
  U.S. Steel Corporation – Keetac   508,755    578,561    911,602 
      6,167,730    6,456,047    7,360,456 

 

As previously reported, Section 646 of the Tax Reform Act of 1986, as amended, provided a special elective provision under which the Trust was allowed to convert from taxation as a corporation to that of a grantor trust. Pursuant to an Order of the Ramsey County District Court, the Trustees filed the Section 646 election with the Internal Revenue Service (“IRS”) on December 30, 1988. As of January 1, 1989, the Trust was no longer subject to federal and Minnesota corporate income taxes. For years 1989 and thereafter, certificate holders are taxed on their allocable share of the Trust’s taxable income whether or not the income is distributed. For certificate holder tax purposes, the Trust’s taxable income is determined on an annual basis, one-fourth then being allocated to each quarterly record date.

 

The Trustees provided annual income tax information in January 2015 to registered certificate holders of record with holdings on any of the four quarterly record dates during 2014. This information included the following:

 

Substitute Form 1099-MISC – This form reported the registered certificate holder’s 2014 allocable share of taxable income from the Trust, distributions declared and any taxes withheld. (Foreign registered certificate holders received a Form 1042-S.)

 

Trust Supplemental Statement – This statement reported the number of units (shares) held by the registered certificate holder on any of the four quarterly record dates in 2014.

 

 

4
 
Item 1. BUSINESS – continued

 

Tax Return Guide – This guide instructed the certificate holders as to the preparation of their income tax returns with respect to taxable income allocated from the Trust and various deductions allowable.

 

At December 31, 2014, the Registrant employed ten persons. We have been engaged in only one line of business, namely the leasing and maintenance of our mineral properties. Our business is not seasonal, but income primarily depends upon production by the steel and mining companies that lease our properties. We have no operations in foreign countries. Our customers’ (or lessees’) taconite facilities are all located in northeastern Minnesota, though the ownership interests and/or corporate headquarters are elsewhere, as explained in the footnotes to the table below.

 

The Registrant maintains a Web site, which can be found at www.gniop.com. Information about the Registrant posted on the Web site includes: General Trust information (including information about the termination of the Trust), Securities and Exchange Commission filings (Forms 10-K, Forms 10-Q, Forms 8-K), Annual Reports, Tax Return Guides, Quarterly Distribution Releases, Quarterly Earnings Releases, Court Hearings, Audit Committee Charter, Code of Ethics, Contact and other information. We will, upon request, be pleased to furnish to any certificate holder or investor, free of charge, a paper copy of any of the above documents for any recent year.

 

5
 
Item 1. BUSINESS – continued

 

The table on the following page is a listing of the Registrant’s current leases, all associated with taconite mining facilities located on the Mesabi Iron Range in northeastern Minnesota near the cities of Hibbing and Virginia. The following footnotes pertain to said table:

 

(a)Operator of lease is as follows: (1) U.S. Steel Corporation – Minntac (“Minntac”); (2) U.S. Steel Corporation – Keetac (“Keetac”); (3) Cliffs Mining Company – Hibbing Taconite Company (“Hibtac”); (4) Essar Steel Minnesota, LLC (“ESM”). The ownership interests and corporate headquarters for the above operators are as follows: Minntac and Keetac owned 100% by U.S. Steel Corporation (Pittsburgh, PA); Hibtac owned 62.3% by ArcelorMittal (Luxembourg), 23% by Cliffs Natural Resources Inc. (Cleveland, OH), and 14.7% by U.S. Steel Corporation (Pittsburgh, PA); and ESM owned 100% by Essar Steel Holdings Ltd. (Mauritius), a subsidiary of Essar Global Ltd. (Mumbai, India).

 

(b)Represents leased mineral acres on iron formation.

 

(c)Represents other leased surface acres on or off iron formation and/or mineral acres off iron formation.

 

(d)Represents proven and probable magnetic taconite reserves in pellet tons (rounded to the nearest thousand) remaining as of the end of the fiscal year.

 

(e)Lessee termination provision requires notice of: (1) 1 year; (2) 6 months.

 

 

 

 

6
 
Item 1. BUSINESS – continued

 

Table of Registrant’s current leases:

 

Lease (a) Mineral
Acres (b)
Other
Acres (c)
Total
Number
of Leased
Acres
Magnetic
Ore
Reserves in
Pellet Tons
(000) (d)

GNIOP

Mineral

Interest

County Location Term (e)
               
Bennett Annex (2) 238 238 100% St. Louis 01/01/1965 to 12/31/2039 (1)
Carmi-Enterprise (2) 2,352 782 3,134 34,504 100 St. Louis and Itasca 01/01/2011 to 12/31/2057 (2)
Gray Annex (3) 40 40 50 St. Louis 01/01/1974 to 01/01/2049 (1)
Ontario 50% (3) 1,317 80 1,397 15,167 50 St. Louis and Itasca 07/01/1978 to 12/31/2016 (1)
Ontario 100% (3) 280 120 400 7,082 100 St. Louis and Itasca 07/01/1978 to 12/31/2016 (1)
               
Ontario #3 (3) 40 40 80 457 25 St. Louis 01/02/1993 to 12/31/2016 (1)
Mahoning (3) 940 40 980 34,903 100 St. Louis and Itasca 01/01/1979 to 12/31/2026 (1)
Russell Annex (2) 200 200 210 50 Itasca 01/01/1966 to 12/31/2040 (1)
South Stevenson (2) 180 180 17,637 100 St. Louis 04/01/1966 to 04/01/2041 (1)
               
Minntac (1) 1,525 200 1,725 144,206 100 St. Louis 01/01/1959 to 12/31/2057 (2)
Atkins (1) 440 40 480 39,314 ~91 St. Louis 08/01/1984 to 12/31/2033 (2)
MSI (100%) (4) 1,190 877 2,067 20,466 100 Itasca 11/29/2006 to 12/31/2036 (2)
MSI BLGN (4) 1,073 1,073 29,254 50 Itasca 11/29/2006 to 12/31/2036 (2)
MSI 50% (4) 80 80 50 Itasca 11/29/2006 to 12/31/2036 (2)
               
Totals 9,815 2,259 12,074 343,200      

 

 

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Item 1A. RISK FACTORS

 

Certain expectations and projections regarding future performance of the Registrant referenced in this report are forward-looking statements. These expectations and projections are based on currently available industry and financial data and may be subject to certain events and uncertainties beyond our control. We caution readers that in addition to factors described elsewhere in this report, the following factors and comments, among others, could cause our operations and financial results to differ materially from the expectations and projections contained in the forward-looking statements.

 

The Registrant is dependent on a limited number of customers.

Our lessees (customers) primarily include Minntac and Keetac, owned and operated by U.S. Steel Corporation; Hibtac, owned by ArcelorMittal, Cliffs Natural Resources Inc. and U.S. Steel Corporation, and operated by Cliffs Mining Company; and ESM, owned by Essar Steel Holdings Ltd., a subsidiary of Essar Global Ltd., which includes a new taconite mining plant currently being constructed by ESM. Because our revenues are primarily dependent upon a limited number of customers, any significant adverse event at any of our primary lessees, or the loss of any of our primary lessees, could materially adversely affect our future financial results.

 

The Registrant is subject to market forces beyond its control.

A decline in market demand for steel, and correspondingly taconite, could adversely affect our financial results. However, other related and sometimes compensating factors include our lessees’ operating levels, minimum royalties, ore body quality, metallurgical and geological characteristics, and location of our lands. Also sometimes affecting taconite production from our lands are extreme weather conditions and labor contracts at the mines. Though we are not a party to the labor contracts, all pertinent labor contracts affecting production from our lands run through August 31, 2015. Additionally, over the past few years, the domestic steel and taconite industries have also been influenced by the global markets. As a result, the future demand for domestic steel and taconite, which is now part of the global markets, is uncertain. While any cut in production by any of our lessees can adversely affect the Trust, continued receipt of minimum royalties do mitigate this effect, in part.

 

The Registrant’s royalty rates are generally tied to producer price indices.

Royalty rates can fluctuate due to the escalation and de-escalation of producer price indices as a result of provisions present in many of our leases. To the extent these indices decline (the “All Commodities” or the “Iron and Steel” subgroup), royalty rates, and correspondingly royalty income, could be adversely affected. Conversely, higher producer price indices may increase royalty rates and royalty income.

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Item 1A. RISK FACTORS – continued

 

The loss of grantor trust status would have adverse tax consequences.

Compliance with Section 646 of the Internal Revenue Code is integral to the level of distributions paid to the certificate holders. Should it be determined that we have violated the requirements of Section 646, the Trust would be taxed as a corporation versus a grantor trust. This would mean our income would be taxable upon our receipt and again upon receipt by the certificate holders. It is the Trustees’ opinion that the Trust has remained in compliance with the provisions of Section 646 since its election in 1988.

 

The Trust terminates April 6, 2015.

As previously reported, the termination date of the Trust is April 6, 2015. Accordingly, we remind certificate holders that there is remaining only one more regular quarterly distribution, which will be declared in the first quarter of 2015. While there will be some income allocated to the second quarter of 2015 (representing six days of business through April 6, 2015), it is expected that this amount will be nominal and will likely be included with the final distribution to certificate holders of record as of the termination date of the Trust, which will be made subsequent to the Trust’s termination date and upon completion of the wind-down process and final accounting. The final distribution will generally consist of the sum of the Trust’s net monies (essentially, total assets less liabilities and less properties) remaining in the hands of the Trustees (after paying and providing for all expenses and obligations incurred through the Trust’s termination and wind-down process), and the balance in the Principal Charges account, all of which are subject to the final accounting and approval of the Ramsey County District Court. Upon Trust termination, the shares will be cancelled and thereafter represent only the right to receive the final distribution. All other Trust properties will be conveyed to the reversioner upon the completion of the wind-down process without further payment or remuneration to the certificate holders.

 

Item 1B. UNRESOLVED STAFF COMMENTS

 

None.

 

Item 2. PROPERTIES

 

The Registrant owns interests in fee, both mineral and nonmineral lands, on the Mesabi Iron Range in northeastern Minnesota, many of which are leased to the steel and mining companies that mine the mineral lands for taconite ore. A list of the leased properties is shown in table format in “Item 1. Business” above. The leases provide the lessees exclusive mining rights during the term of such leases. Taconite deposits are substantial, and our ore reserves are deemed proven and probable. The properties have a reversionary interest as explained in “Item 1. Business” above.

 

 

9
 
Item 3. LEGAL PROCEEDINGS

 

In proceedings commenced in 1972, the Minnesota Supreme Court determined that while, by the terms of the Trust, the Trustees are given discretionary powers to convert Trust assets to cash and to distribute the proceeds to certificate holders, they are limited in their exercise of those powers by the legal duty imposed by well-established law of trusts to serve the interests of both the term beneficiaries and the reversionary beneficiary with impartiality. Thus, the Trustees have no duty to exercise the powers of sale and distribution unless required to do so to serve both term and reversionary interests; and, if the need arises, the Trustees may petition the Ramsey County District Court, Saint Paul, Minnesota, for further instructions defining what is required in a particular case to balance the interests of certificate holders and reversioner. Also, the Minnesota Supreme Court, in effect, held that the Trust is a conventional trust, rather than a business trust, and must operate within the framework of well-established trust law.

 

Section 646 of the Tax Reform Act of 1986, as amended, provided a special elective provision under which the Trust was allowed to convert from taxation as a corporation to that of a grantor trust. Pursuant to an Order of the Ramsey County District Court, the Trustees filed the Section 646 election with the Internal Revenue Service on December 30, 1988. As of January 1, 1989, the Trust was no longer subject to federal and Minnesota corporate income taxes. For years 1989 and thereafter, certificate holders are taxed on their allocable share of the Trust’s taxable income whether or not the income is distributed. For certificate holder tax purposes, the Trust’s taxable income is determined on an annual basis, one-fourth then being allocated to each quarterly record date.

 

By a letter dated April 1, 2014, certificate holders of record as of December 31, 2013, and the reversioner were notified of a hearing on April 30, 2014, in Ramsey County District Court, Saint Paul, Minnesota, for the purpose of settling and allowing the Trust accounts for the year 2013. By Court Order signed and dated April 30, 2014, the 2013 accounts were settled and allowed in all respects. By previous Orders, the Court settled and allowed the accounts of the Trustees for preceding years of the Trust.

 

By a letter dated September 12, 2014, certificate holders of record as of September 8, 2014, and the reversioner were notified of a hearing on October 7, 2014, in Ramsey County District Court, Saint Paul, Minnesota, for the purpose of requesting from the Court instruction and guidance regarding the Trustees’ duties, powers and authority relative to operations of the Trust and the wind-down process subsequent to April 6, 2015, for approval of the Trustees’ Wind-Up Plan, and for instruction and guidance pertaining to the allocation of expenses of the Trust between the certificate holders and reversioner. The hearing was not completed on October 7, 2014 and the Court ordered a continuation of the hearing on November 24, 2014.



 

10
 
Item 3. LEGAL PROCEEDINGS – continued

 

Pursuant to the Court’s Findings of Fact, Conclusions of Law and Order for Judgment filed on January 26, 2015 (“Court Order”), the Trustees’ Petition for Instructions was approved by the Court and, consistent with the Trust Agreement, the Trustees are to immediately proceed with winding up the affairs of the Trust upon its termination on April 6, 2015, and to undertake the tasks and actions outlined in the Trustees’ Wind-Up Plan. The Court further ordered that the Trustees will retain possession and control of the Trust’s cash and non-cash assets (and books and records related thereto), that they are authorized to enter into temporary employment agreements with the current Trust employees to assist the Trustees during the wind-down process, that the Trustees’ compensation shall continue during the wind-down period until discharged by the Court, and that the Trust’s termination and wind-up expenses and costs (including attorneys’ fees) incurred after December 2013 shall be allocated between the certificate holders and the reversioner depending on the nature of the expense and as set forth in the Court Order. Expenses incurred after December 2013 and before the Trust’s termination date that are allocated to the reversioner will be charged to the Principal Charges account as of April 6, 2015. Finally, the Court required an interim status report on November 15, 2015, an annual audit for the year 2015 and, as soon as practicable after the Court’s approval of the 2015 annual report, the Trustees shall have final audited financial statements prepared for filing with the Court for the approval of the Trustees’ final accounting and discharge. Final distributions and conveyances to the Trust’s beneficiaries shall be made upon the order of the Court. The Court Order is subject to any timely-filed appeal.

 

Copies of the Trust’s mailings and the Court Order regarding the hearings may be viewed on the Trust’s Web site at www.gniop.com, or may be requested by contacting the St. Paul office of the Trustees.

 

Item 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

PART II

 

Item 5. MARKET FOR REGISTRANT’S SHARES OF BENEFICIAL INTEREST, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Shares of Beneficial Interest, Market Prices and Distributions on pages 6 and 7 of the Annual Report to Certificate Holders for the year ended December 31, 2014, attached hereto as Exhibit 13, are incorporated herein by reference. There are no issuer purchases of equity securities. No performance graph is required, as the Registrant is a nonvoting trust and the Trustees are not elected by the certificate holders; therefore, the performance graph has been omitted.

 

11
 
Item 6. SELECTED FINANCIAL DATA

 

Selected Financial Data (Summary of Operations) on page 2 of the Annual Report to Certificate Holders for the year ended December 31, 2014, attached hereto as Exhibit 13, is incorporated herein by reference.

 

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Trustees’ & Management’s Discussion and Analysis of Financial Condition and Results of Operations on pages 3 through 10, inclusive, of the Annual Report to Certificate Holders for the year ended December 31, 2014, attached hereto as Exhibit 13, are incorporated herein by reference.

 

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

None.

 

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

The following financial statements of the Registrant are included in the Annual Report to Certificate Holders for the year ended December 31, 2014, attached hereto as Exhibit 13, and are incorporated herein by reference:

 

Balance Sheets – December 31, 2014 and 2013

 

Statements of Beneficiaries’ Equity – Years ended December 31, 2014, 2013 and 2012

 

Statements of Income – Years ended December 31, 2014, 2013 and 2012

 

Statements of Comprehensive Income – Years ended December 31, 2014, 2013 and 2012

 

Statements of Cash Flows – Years ended December 31, 2014, 2013 and 2012

 

Notes to Financial Statements – December 31, 2014

 

Quarterly Results of Operations (Unaudited), as shown in “Note 10” of the Notes to the Financial Statements contained in the Annual Report to Certificate Holders for the year ended December 31, 2014, attached hereto as Exhibit 13, are incorporated herein by reference.
12
 

 

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None.

 

Item 9A. CONTROLS AND PROCEDURES

 

As of the end of the period covered by this report, the Trust conducted an evaluation, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, of the Trust’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)). Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Trust’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Trust in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

 

Management’s Report on Internal Control over Financial Reporting on page 11 of the Annual Report to Certificate Holders as of December 31, 2014, attached hereto as Exhibit 13, is incorporated herein by reference.

 

The Report of Ernst & Young LLP, Independent Registered Public Accounting Firm, on Internal Control over Financial Reporting on pages 28 and 29 of the Annual Report to Certificate Holders as of December 31, 2014, attached hereto as Exhibit 13, is incorporated herein by reference.
There was no change in the Trust’s internal control over financial reporting during the Trust’s most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Trust’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

 

 

Item 9B. OTHER INFORMATION

 

None.
13
 

PART III

 

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

The Registrant, being a trust, has no directors as such. The management of the Trust is vested in the following Trustees (who are not employees of the Trust) and officers, as of December 31, 2014, whose terms of office are not fixed for a specified time:

  Name and Position Age Years of
Service in
Position
       
  Joseph S. Micallef Trustee 81 38
    President of the Trustees and
Chief Executive Officer
  16
  Roger W. Staehle (1) Independent Trustee 81 33
  Robert A. Stein (2) Independent Trustee 76 33
  James E. Swearingen (3) Independent Trustee 71 5
  Thomas A. Janochoski Vice President & Secretary and
Chief Financial Officer
56 23

 

The Board of Trustees meets quarterly throughout the year. There are no family relationships between any of the Trustees, officers or employees. The principal occupations and directorships of the Great Northern Iron Ore Properties Trustees and officers during the last five years are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 


(1)Roger W. Staehle is an independent member, pursuant to NYSE standards, of the Trust’s Audit Committee.
(2)Robert A. Stein is an independent member, pursuant to NYSE standards, and the chairman of the Trust’s Audit Committee. He is deemed, for purposes thereto, to be a financial expert. He also presides at all non-management executive sessions.
(3)James E. Swearingen is an independent member, pursuant to NYSE standards, of the Trust’s Audit Committee. He is deemed, for purposes thereto, to be a financial expert.

 

14
 
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE – continued

 

JOSEPH S. MICALLEF, President of the Trustees and Chief Executive Officer.

- Director, William Mitchell College of Law, Saint Paul, Minnesota.

 Mr. Micallef has been a Trustee since 1976 and the President of the Trustees since 1999. Pursuant to the Trust Agreement, the President of the Trustees (aka Chairman of the Board) is also defined as the “active manager and executive officer in carrying on the business devolving on the trustees” (aka Chief Executive Officer). Mr. Micallef is a 1962 graduate of William Mitchell College of Law. His principal occupation for over 25 years was that of President and Chief Executive Officer of Fiduciary Counselling, Inc., whose principal business is to provide accounting, tax and investment services to individuals, trusts, partnerships, holding companies and foundations. He also serves on the William Mitchell College of Law Board of Directors as of 2009. Mr. Micallef is recognized for his considerable experience with trusts, estate planning and charitable foundations, and service on a number of foundation boards. His executive business experience and trust background are very relevant to our industry, thereby providing the Trust a valuable combined resource and leadership skill set.

 

ROGER W. STAEHLE, Trustee.

- Adjunct Professor, Institute of Technology, University of Minnesota, until 2012;

- Industrial Consultant in the field of Metallurgy.

Dr. Staehle has been a Trustee since 1982. He was the Dean of the Institute of Technology at the University of Minnesota from 1979 to 1983 as well as Professor of Chemical Engineering and Materials Science from 1979 to 1987. He was an Adjunct Professor in that department until 2012. Prior to the University of Minnesota, he was Professor of Metallurgical Engineering at Ohio State University from 1965 to 1979. His specialty is in the degradation and prediction of materials especially in nuclear energy applications. He was elected to the National Academy of Engineering in 1978 and is a Fellow of three technical societies. In addition, he was the International Nickel Professor of Corrosion Science and Engineering at Ohio State University. He is also an editor of over 20 books in his field. At Ohio State University an academic chair has been created in his honor. Dr. Staehle is recognized as a worldwide consultant to governments and industries on the safe and reliable performance of nuclear reactors. He is expert in metallurgy and minerals. His metallurgical and mineral background provides the Trust with a practical and operational viewpoint.

 

15
 
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE – continued

 

ROBERT A. STEIN, Trustee.

- Everett Fraser Professor of Law, University of Minnesota;

- Attorney of Counsel, Gray Plant Mooty Law Firm, Minneapolis, Minnesota.

Mr. Stein has been a Trustee since 1982. He was the Dean of the Law School of the University of Minnesota from 1979 to 1994, though he has been affiliated with the Law School since 1964. Beginning in 1994 and until October 2006, he also served as Executive Director and Chief Operating Officer of the American Bar Association. He now holds the Everett Fraser Professor of Law position with the Law School at the University of Minnesota. His legal career has concentrated on estates, trusts, property law, estate planning and fiduciary obligations. Mr. Stein is recognized as an authority on trusts and trust law and has authored numerous publications on these topics. He also serves as the Trust’s Audit Committee Chairman. His trust law expertise provides the Trust with valuable and pertinent knowledge, and will be increasingly important as the Trust winds down upon dissolution.

 

JAMES E. SWEARINGEN, Trustee.

- Director, PolyMet Mining Corporation until July 2010.

Mr. Swearingen has been a Trustee since 2009. Mr. Swearingen formerly managed the largest mining operation in North America, which is U.S. Steel’s Minntac taconite facility in northeastern Minnesota on the Mesabi Iron Range, serving as General Manager of its Minnesota Ore Operations. He has also previously served as the co-chair on the Governor’s Committee on Minnesota’s Mining Future, as a director of the Iron Mining Association of Minnesota, as a director of the American Iron Ore Association, as a director of PolyMet Mining Corporation, and as a consultant in the mining industry. He is currently an advisor to the University of Minnesota’s Natural Resource Research Institute. Mr. Swearingen is recognized for his considerable experience in the taconite mining industry. His mining management background provides the Trust with useful insight regarding mining operations, mining leases and overall mining and steel industry perspectives.

 

THOMAS A. JANOCHOSKI, Vice President & Secretary, Chief Financial Officer.

- Director and President, Iron Ore Lessors Association, Inc., Saint Paul, Minnesota.

Executive employees in addition to those listed above include Roger P. Johnson, Manager of Mines and Chief Engineer.
16
 
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE – continued

 

Information Regarding Board of Trustees and Corporate Governance

 

As provided in the Trust Agreement, should a vacancy exist on the Board of Trustees, the remaining Trustees meet and jointly select another Trustee to fill the position. In the unlikely event there are no remaining Trustees, the Trust Agreement provides additional guidance to re-create a Board. Once appointed to the Board, the Trustees seek approval and confirmation from the Ramsey County District Court in Saint Paul, Minnesota. Accordingly, certificate holders of the Trust’s certificates of beneficial interest have no authority to elect Trustees or to nominate persons to serve on the Board. The Trust has no express diversity policy; however, the Trustees seek to maintain among the Board members experience in various disciplines relevant to the Trust’s business. The leadership structure of the Board of Trustees is established by the Trust Agreement, which combines the positions of the President of the Trustees and the Chief Executive Officer of the Trust. Mr. Micallef currently holds both of these positions. As Audit Committee Chairman, Mr. Stein currently serves as the Trust’s lead independent member and presides at all non-management executive sessions.

 

The Board of Trustees is responsible for oversight of the risks inherent in the Trust’s business. The Board regularly reviews information regarding the Trust’s liquidity and operations, as well as the risks associated with each. In addition, the Board receives regular reports from management on areas of material risk to the Trust, if any, including operational, financial, legal, regulatory, strategic and reputational risks. The Audit Committee oversees the Trust’s internal controls and financial accounts, and regularly assesses financial and accounting processes and risks.

 

In 2002, the Board of Trustees adopted a Code of Ethics that applies to all Trustees and employees. The Trustees intend to maintain the highest standards of ethical business practices and compliance with all laws and regulations applicable to the Trust’s business. The Code of Ethics is available within the Corporate Governance Disclosures section on the Trust’s Web site, which can be found at www.gniop.com.

 

 

17
 
Item 11. EXECUTIVE COMPENSATION

 

Summary Compensation Table(a)

  Name and Principal Position  Year   Salary   Bonus   Pension
Values(b)
   Total 
  Joseph S. Micallef   2014   $200,000   $100,000   $   $300,000 
  President of the Trustees   2013    200,000    100,000        300,000 
    and Chief Executive Officer   2012    200,000    100,000        300,000 
                            
  Thomas A. Janochoski   2014    175,033    10,000    604,349    789,382 
  Vice President & Secretary   2013    169,067    10,000    30,173    209,240 
    and Chief Financial Officer   2012    164,600    10,000    196,777    371,377 

 

Notes: (a) There are no Stock Awards, Option Awards, Non-equity Incentive Plan Compensation or All Other Compensation and, accordingly, such columns in the table and any corresponding supplemental tables have been omitted. (b) Pension Values represent “Change in Pension Value and Nonqualified Deferred Compensation Earnings,” if applicable. The Pension Values increase in 2014 for the CFO was primarily caused by another year of credited service in the pension plan, the utilization of new mortality tables (as released in 2014 by the Society of Actuaries), and a reduced discount rate.

 

Compensation Discussion and Analysis

 

The Trust has only two executive officers, the President of the Trustees and Chief Executive Officer (“CEO”) and the Vice President & Secretary and Chief Financial Officer (“CFO”), as shown above in the Summary Compensation Table. No other Trust personnel receive compensation in excess of these named executives. The compensation for the Trust’s other directors (Trustees other than the CEO) is discussed and shown below under a separate table.

 

The compensation of the Trustees and CEO is established by the Trust Agreement (as modified by Court Orders). That is, the CEO does not participate in setting his own compensation. In addition, the Board of Trustees, as a whole, establishes and approves all compensation for all employees of the Trust (including that of the CFO) based on market data obtained from time to time, as deemed necessary.

 

Compensation Committee Report & Interlocks and Insider Participation

 

The Board of Trustees, as a whole, has reviewed and discussed this Compensation Discussion and Analysis (“CD&A”) with management and, based on such review and discussion, has recommended that the CD&A be included in the Registrant’s annual report. The Board of Trustees has not designated a separate compensation committee, and the Trustees take all actions with respect to risk oversight and compensation themselves due to their trustee fiduciary obligations pursuant to the Trust Agreement.

 

This report is respectfully submitted by Joseph S. Micallef, Roger W. Staehle, Robert A. Stein and James E. Swearingen, collectively, as the Board of Trustees of Great Northern Iron Ore Properties.

18
 
Item 11. EXECUTIVE COMPENSATION – continued

 

President of the Trustees/Chief Executive Officer (CEO) Compensation

 

The Trust Agreement (as modified by Court Orders, the last being effective January 1, 2012) provides for current annual compensation (salary) to the CEO of $200,000. The Trust Agreement (as modified by Court Orders, the last being effective January 1, 2012) also provides for current additional compensation (bonus) to the CEO equal to one percent (1%) of the excess of annual gross income of the Trust over $5,000,000, with a maximum bonus of $100,000.

 

The original 1906 Trust Agreement provided for compensation to the CEO of $25,000, plus additional compensation (bonus) equal to one percent (1%) of the excess of annual gross income of the Trust over $5,000,000, with a maximum bonus of $25,000. Between 1906 and 1982, the compensation of the CEO had never been adjusted. Because of the time-consuming legal proceedings that occurred in the 1970s and 1980s, and the fact that there had not been an increase in compensation since the inception of the Trust, the Trustees petitioned the Court for an increase in compensation to reflect, in part, their increased time commitments and inflation over the years.

 

By Court Order effective January 1, 1983, the CEO’s compensation was adjusted to $40,000, and the maximum bonus was adjusted to $35,000. Thereafter, because of increased duties under today’s regulatory environment and further inflation, the Trustees have, from time to time, petitioned the Court for additional compensation increases, essentially based on the increases in the Consumer Price Index since 1983. This petition process includes notification to all certificate holders of record and the reversioner, followed by a formal Court hearing and opportunity by certificate holders and reversioner to comment. The Court, taking into consideration any and all testimony and other materials filed, has approved of increases to the CEO’s compensation a total of eight different times since 1906, the last being effective January 1, 2012.

 

Because the compensation of the CEO is set forth by the Trust Agreement (as modified by Court Orders), there are no stock awards, option awards, non-equity incentive plan compensation, change in pension value and nonqualified deferred compensation earnings or all other compensation. Accordingly, such columns in the table and the corresponding supplemental tables have been omitted.

19
 
Item 11. EXECUTIVE COMPENSATION – continued

 

Vice President & Secretary/Chief Financial Officer (CFO) Compensation

 

The Board of Trustees, as a whole, determines the compensation of all employees of the Trust, including that of the CFO. The objective for determining the compensation of the CFO is to provide a competitive salary based on market data obtained from time to time, as deemed necessary, representative of other chief financial officers’ responsibilities and pay scales within other similar-sized companies. To determine reasonable and competitive salary ranges for all employees of the Trust, including the CFO, the Trustees retained independent market research firms to obtain market data reflective of each specific position. Studies were performed and obtained in 1990 and updated again in 2001. With respect to the CFO’s base salary, the market salary averages and ranges obtained in the 2001 study reflected compensation paid to various chief financial officers in 47 different, similar-sized organizations (representing the lower twenty-five percent quartile of all companies sampled).

 

Since 2001, the Trustees have extrapolated the historical salary percentage increase that occurred between 1990 and 2001 forward to current year dollars or, if greater, adjusted the salary ranges based on the change in the Consumer Price Index since 2001. The Trustees intend to target the CFO’s base salary to fall within the range of this 2001 study, as extrapolated to current year dollars. The CFO’s base salary for 2014 falls within that range.

 

In addition to the CFO’s base salary, the Summary Compensation Table includes $0, $0 and $1,900 under the column heading “Salary” for nonqualified deferred compensation plan contributions accrued by the Trust for the benefit of the CFO for the years 2014, 2013 and 2012, respectively (as discussed and shown below under a separate table).

 

The CFO’s bonus compensation was established in 2001 to reward the CFO for any productive year by the Trust that effectively results in gross revenues in excess of $5,000,000, the same threshold used for the bonus calculation of the CEO. The CFO’s bonus compensation is equal to ten percent (10%) of the CEO’s bonus compensation, resulting in a current maximum annual bonus of $10,000.

 

The increase in the actuarial present value of accumulated benefits under the column heading “Pension Values” for the CFO within the Trust’s defined benefit pension plan (as discussed and shown below under a separate table) amounted to $597,867, $27,637 and $193,938 for the years 2014, 2013 and 2012, respectively. The Pension Values increase in 2014 was primarily caused by another year of credited service in the pension plan, the utilization of new mortality tables (as released in 2014 by the Society of Actuaries), and a reduced discount rate. The CFO participates in the pension plan, along with all other employees, on a nondiscriminatory basis.

 

20
 
Item 11. EXECUTIVE COMPENSATION – continued

 

In addition to the CFO’s compensation attributed to the increase in the actuarial present value of accumulated benefits as stated above, the column heading “Pension Values” also includes $6,482, $2,536 and $2,839 of above-market returns pertaining to nonqualified deferred compensation earnings accrued by the Trust for the benefit of the CFO for the years 2014, 2013 and 2012, respectively, under the nonqualified deferred compensation plan (as discussed and shown below under a separate table).

 

The CFO does not receive any stock awards, option awards or non-equity incentive plan compensation. Accordingly, such columns in the table and the corresponding supplemental tables have been omitted. In addition, the CFO did not receive any other compensation that would require disclosure under the column heading “All Other Compensation.”

 

Post-Employment Compensation

 

Pension Benefits Table

 

  Name  Plan Name  Number of
Years
Credited
Service
   Present
Value of
Accumulated
Benefit
   Payments
During Last
Fiscal Year
 
                     
  Thomas A. Janochoski (CFO)  Defined Benefit Pension Plan   25   $1,684,641   $ 

 

Only employees of the Trust (not Trustees) are eligible to participate in the Trust’s pension plan and, as such, post-employment compensation disclosure is not applicable for the CEO or the other Trustees. The CFO, as an employee of the Trust, does participate in the Trust’s defined benefit pension plan on a nondiscriminatory basis with the other employees of the Trust.

 

The Number of Years Credited Service reflects the years of credited service currently vested as of December 31, 2014. The normal retirement benefit is a straight life annuity as of the end of the Trust and is based on the highest sixty (60) consecutive months average salary (annualized), the years of credited service and three percent (3%) per year of credited service, as defined in the pension plan.

21
 
Item 11. EXECUTIVE COMPENSATION – continued

 

The pension plan also provides for a $500/month supplemental bridge payment (a nondiscriminatory benefit) that begins as of the end of the Trust (due to an involuntary early retirement resulting from Trust termination) and continues until the earlier of the participant’s death or attainment of age 65. The early retirement age, as defined in the pension plan, is the earliest date that the participant could elect early retirement based on the participant’s years of credited service and the participant’s age, the sum of which must equal or exceed 62. The CFO is currently eligible to elect an early retirement benefit. The early retirement benefit is calculated similar to the normal retirement benefit, except the percentage used for years of credited service equals two and one-quarter percent (2 1/4%), and the benefit is reduced by 1/15 for each of the first five years preceding the normal retirement age of 65 and by 1/30 for each year before that until the early retirement age is reached, and the $500/month supplemental bridge payment is not applicable. However, if an employee is eligible for early retirement as of the end of the Trust, the employee’s benefit will be unreduced, similar to the calculation of the normal retirement benefit. Actuarial equivalent annuity options are also available to all participants in the pension plan in lieu of a straight life annuity.

 

Nonqualified Deferred Compensation Table

 

  Name  Executive
Contributions
in the Last
Fiscal Year
   Registrant
Contributions
in the Last
Fiscal Year
   Aggregate
Earnings in
the Last
Fiscal Year
   Aggregate
Withdrawals/
Distributions
   Aggregate
Balance at
Last Fiscal
Year-End
 
                            
  Thomas A. Janochoski (CFO)  $   $   $10,500   $   $118,800 

 

The Trustees established a nonqualified deferred compensation plan for the CFO in 2001. The Registrant’s contributions to the deferred compensation plan for the CFO represent the difference between (i) what the CFO is limited to contributing to his account within a 401(k) Supplemental Retirement Plan (a plan provided on a nondiscriminatory basis to all employees, without company match or profit sharing) because of his “highly compensated employee” status as defined by IRS regulations, and (ii) the maximum amount other employees, subject to IRS thresholds, are permitted to contribute to their accounts.

 

Aggregate Earnings in the Last Fiscal Year represent interest earned on the Aggregate Balance at Last Fiscal Year-End within the deferred compensation plan. The interest percentage used to determine interest earned is the greater of five percent (5%) or the actual one-year current return achieved within the Trust’s defined benefit pension plan. The Aggregate Balance at Last Fiscal Year-End is distributable at the earliest of (i) the CFO’s termination of employment, (ii) the termination of the Trust (April 6, 2015), (iii) the CFO’s termination of employment due to disability, or (iv) the CFO’s death.

22
 
Item 11. EXECUTIVE COMPENSATION – continued

 

Of the total $0 in Registrant Contributions in the Last Fiscal Year and total $10,500 in Aggregate Earnings in the Last Fiscal Year listed in the table above, $0 (deferred compensation) and $6,482 (above-market earnings), respectively, are included in the Summary Compensation Table under the respective column headings “Salary” and “Pension Values” for the year 2014. In addition, of the total $118,800 Aggregate Balance at Last Fiscal Year-End listed in the table above, $0 and $1,900 (deferred compensation) are included in the Summary Compensation Table under the column heading “Salary” for the years 2013 and 2012, respectively; and $2,536 and $2,839 (above-market earnings) are included in the Summary Compensation Table under the column heading “Pension Values” for the years 2013 and 2012, respectively.

 

Compensation of Directors/Trustees (Other Than the CEO)

 

Directors Compensation Table

  Name  Current Fiscal Year
Fees Earned or Paid
in Cash
 
        
     Roger W. Staehle, Trustee  $80,000 
     Robert A. Stein, Trustee and Audit Committee Chair   85,000 
     James E. Swearingen, Trustee   80,000 

 

The Trust Agreement (as modified by Court Orders, the last being effective January 1, 2012) provides for current annual compensation (fees) to each Trustee (other than the CEO) of $80,000. In addition and also pursuant to Court Order, the Trustee serving in the role of Audit Committee Chair receives an additional amount of $5,000 per year.

 

The original 1906 Trust Agreement provided for compensation of $10,000 to each of the other Trustees (other than the CEO). Between 1906 and 1982, the compensation of the Trustees (other than the CEO) had never been adjusted. Because of the time-consuming legal proceedings that occurred in the 1970s and 1980s, and the fact that there had not been an increase in compensation since the inception of the Trust, the Trustees petitioned the Court for an increase in compensation to reflect, in part, their increased time commitments and inflation over the years.

 

 

23
 
Item 11. EXECUTIVE COMPENSATION – continued

 

By Court Order effective January 1, 1983, the Trustees’ (other than the CEO) compensation was adjusted to $20,000. Thereafter, because of increased duties under today’s regulatory environment and further inflation, the Trustees have, from time to time, petitioned the Court for additional compensation increases, essentially based on the increases in the Consumer Price Index since 1983. This petition process includes notification to all certificate holders of record and the reversioner, followed by a formal Court hearing and opportunity by certificate holders and reversioner to comment. The Court, taking into consideration any and all testimony and other materials filed, has approved of increases to the Trustees (other than the CEO) a total of seven different times since 1906, the last being effective January 1, 2012.

 

Because the compensation of the Trustees (other than the CEO) is set forth by the Trust Agreement (as modified by Court Orders), there are no stock awards, option awards, non-equity incentive plan compensation, change in pension value and nonqualified deferred compensation earnings or all other compensation. Accordingly, such columns in the table and the corresponding supplemental tables have been omitted.

 

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

(a)The only authorized securities of the Registrant are Trustees’ Certificates of Beneficial Interest. These securities are traded on the New York Stock Exchange under the ticker symbol “GNI” (CUSIP No. 391064102). The holders of these securities do not have voting rights. The Trust is not aware of any entities holding more than 5% of the Certificates of Beneficial Interest outstanding, of record and/or beneficially, as of December 31, 2014.

 

(b)There were no Certificates of Beneficial Interest of Great Northern Iron Ore Properties owned or pledged by the Trustees or officers of the Trust as of December 31, 2014.

 

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

There are no certain relationships or related transactions requiring disclosure under this section. Director independence is set forth in “Item 10. Directors, Executive Officers and Corporate Governance” of this report.

 

24
 
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 

All audit and non-audit services (printing and reproduction services) were preapproved by the Audit Committee. Fees paid in 2014 for the annual audit services were $94,000, for audit-related services were $3,200, for tax services were $0 and for all other services were $0. Fees paid in 2013 for the annual audit services were $90,400, for audit-related services were $1,600, for tax services were $0 and for all other services were $3,000.

 

PART IV

 

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 

  (a) (1) The following financial statements of Great Northern Iron Ore Properties are included in the Registrant’s Annual Report to Certificate Holders for the year ended December 31, 2014, attached hereto as Exhibit 13, and are incorporated by reference in Item 8:
       
      Balance Sheets – December 31, 2014 and 2013
       
      Statements of Beneficiaries’ Equity – Years ended December 31, 2014, 2013 and 2012
       
      Statements of Income – Years ended December 31, 2014, 2013 and 2012
       
      Statements of Comprehensive Income – Years ended December 31, 2014, 2013 and 2012
       
      Statements of Cash Flows – Years ended December 31, 2014, 2013 and 2012
       
      Notes to Financial Statements – December 31, 2014
       
    (2) All Item 15(c) schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted.
       
    (3) Listing of Exhibits – See the “Exhibit Index” immediately following the signature page.

 

25
 
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES – continued

 

(b)Exhibits – The response to this portion of Item 15 is set forth above in Item 15(a)(3) of this report.

 

(c)Financial Statement Schedules – The response to this portion of Item 15 is set forth above in Item 15(a)(2) of this report.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

26
 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

GREAT NORTHERN IRON ORE PROPERTIES

(Registrant)

 

  /s/ Joseph S. Micallef         February 26, 2015
  Joseph S. Micallef,  Trustee and President of the Trustees, Chief Executive Officer   Date

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

Each person whose signature appears below constitutes Joseph S. Micallef and Thomas A. Janochoski as his true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

 

Signature Title Date
     
     
/s/ Joseph S. Micallef

Chief Executive Officer,

Trustee and President of the Trustees

(principal executive officer)

February 26, 2015
Joseph S. Micallef  
     
/s/ Roger W. Staehle Trustee February 26, 2015
Roger W. Staehle    
     
     
/s/ Robert A. Stein Trustee February 26, 2015
Robert A. Stein    
     
     
/s/ James E. Swearingen Trustee February 26, 2015
James E. Swearingen    
     
     
/s/ Thomas A. Janochoski

Chief Financial Officer,

Vice President & Secretary

(principal financial and accounting officer)

February 26, 2015
Thomas A. Janochoski  

27
 

ANNUAL REPORT ON FORM 10-K

 

EXHIBIT INDEX

 

YEAR ENDED DECEMBER 31, 2014

 

GREAT NORTHERN IRON ORE PROPERTIES

 

W-1290 First National Bank Building

332 Minnesota Street

Saint Paul, Minnesota 55101-1361

 

 Exhibit No.  Document
3  Copy of Trust Agreement and Rules and Regulations for Management of the Trust (filed as Exhibit A to Great Northern Iron Ore Properties Form 11, filed on May 6, 1935, as published under date of March 30, 1935, and incorporated by reference)
     
4  Specimen of Securities Registered Hereunder (filed as Exhibit E to Great Northern Iron Ore Properties Form 11, filed on May 6, 1935, as published under date of March 30, 1935, and incorporated by reference)
     
10.1  Court Order on Trustees’ Compensation (and annual hearing of accounts), dated May 22, 2012, but effective January 1, 2012 (filed as Exhibit 10.1 to Great Northern Iron Ore Properties Form 8-K, filed on May 23, 2012, and incorporated by reference)
     
10.2  U.S. Steel Corporation Minntac January 1, 1959 Lease and Operating Agreement and all subsequent amendments through September 12, 2003 (filed as Exhibit 10.2 to Great Northern Iron Ore Properties Form 10-Q, filed on July 24, 2008, and incorporated by reference, subject to a confidential treatment request as to certain portions of this exhibit that was filed separately with and granted by the Securities and Exchange Commission)
     
10.3  Hibbing Taconite Company Mahoning January 1, 1979 Lease and Operating Agreement and all subsequent amendments through January 1, 2006 (filed as Exhibit 10.3 to Great Northern Iron Ore Properties Form 10-Q, filed on July 24, 2008, and incorporated by reference, subject to a confidential treatment request as to certain portions of this exhibit that was filed separately with and granted by the Securities and Exchange Commission)

 

 

EXHIBIT INDEX – continued

 

 Exhibit No.  Document
13  Annual Report to Certificate Holders
     
23  Consent of Independent Registered Public Accounting Firm
     
31.1  Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002
     
31.2  Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002
     
32  Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished but not filed)
     
99  Report of Audit Committee
     
 99.1(a)  Press Release dated December 23, 2014, announcing Trustees’ Resolution adopted December 19, 2014, to terminate the Trust on April 6, 2015, pursuant to the terms of the Trust Agreement and, further, authorizing the delisting of the certificates of beneficial interest as of the same date (filed as Exhibit 99.1 to Great Northern Iron Ore Properties Form 8-K, filed on December 23, 2014, and incorporated by reference)
     
 99.1(b)  Court Order dated January 26, 2015, regarding the Trust’s termination date of April 6, 2015, and subsequent wind-down process (filed as Exhibit 99.1 to Great Northern Iron Ore Properties Form 8-K, filed on January 30, 2015, and incorporated by reference)

     
101.INS  XBRL Instance Document (Interactive Data File)
     
101.SCH  XBRL Taxonomy Extension Schema Document (Interactive Data File)
     
101.CAL  XBRL Taxonomy Extension Calculation Linkbase Document (Interactive Data File)
     
101.DEF  XBRL Taxonomy Extension Definition Linkbase Document (Interactive Data File)
     
101.LAB  XBRL Taxonomy Extension Label Linkbase Document (Interactive Data File)
     
101.PRE  XBRL Taxonomy Extension Presentation Linkbase Document (Interactive Data File)

 

 

 

 

 

 

 

 

 

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