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Profile of the Trust of Great Northern Iron Ore Properties
Great Northern Iron Ore Properties ("Trust" or "GNIOP") is a conventional nonvoting trust organized under the laws of the State of Michigan pursuant to a Trust Agreement dated December 7, 1906. The Trust owns interests in fee, both mineral and nonmineral lands, on the Mesabi Iron Range in northeastern Minnesota. The Trust's properties, which span two counties (St. Louis and Itasca) in northeastern Minnesota, extend from Hoyt Lakes on the east end of the Mesabi Iron Range to Grand Rapids on the west end of the Mesabi Iron Range. Many of these properties are leased to steel and mining companies that mine the mineral lands for taconite iron ore. The Trust has no subsidiaries. With the properties and offices all located in Minnesota, the Trust and matters affecting the Trust are under the jurisdiction of the Ramsey County District Court in Saint Paul, Minnesota.
Great Northern Iron Ore Properties represents an important chapter in Minnesota history with a presence in St. Paul and on the Mesabi Iron Range that spans over a century, and key ties to James J. Hill – railroad pioneer and founder of the Great Northern Railway Company.
During the late 1890s, Hill's son Louis W. Hill became interested in acquiring iron ore interests on the Mesabi Iron Range in northeastern Minnesota. He was confident that the iron ore shipped from these lands would prove a valuable income source of traffic for the Great Northern Railway Company. He also believed that the ownership of iron ore itself would add great value to Great Northern Railway and its stockholders. These mineral interest acquisitions were primarily titled in the name of Louis W. Hill and several other companies owned by the Lake Superior Company, Limited ("Superior"), a Michigan partnership composed of James J. Hill and some of his associates. At the time, a Minnesota law provided that only 5,000 acres of land may be owned by any one company, which evolved from the federal Sherman Antitrust Act. Consequently, it was necessary to have the lands owned by several different entities, of which James J. Hill was the primary stockholder.
In 1899, Superior entered into a contract with Great Northern Railway under which, in consideration for the transfer of the iron ore lands to Superior, it would 1) pay the net income generated from the properties to the Great Northern Railway stockholders, 2) not sell any of the property without prior approval of Great Northern Railway, and 3) transfer the properties as directed by Great Northern Railway. By 1906, all the iron ore lands and mineral interests previously acquired and titled under the various fee ownership interests were transferred to Superior.
In addition, because of a federal law known as the Hepburn Act of 1906, no railroad was permitted to haul commodities which they had produced themselves. Accordingly, in November 1906, Great Northern Railway directed Superior to transfer its stock in the mining property companies to the Trust known as Great Northern Iron Ore Properties. On December 7, 1906, 1,500,000 Great Northern Iron Ore Properties certificates of beneficial interest (shares) were issued to the stockholders of the Great Northern Railway, and the Trust was immediately quoted on the New York Stock Exchange ("NYSE"). Fifty years later, the restrictive land ownership statute provision was repealed and all of the assets of the liquidated companies were transferred to direct ownership of the Trustees of Great Northern Iron Ore Properties.
Today, the Trust owns more than 67,000 acres in various fee interests. The primary purposes of the Trust are to lease its mineral interests on the Mesabi Iron Range in northeastern Minnesota to the major steel and taconite producers, collect royalties from the extraction of taconite ore by the producers, and provide a return to certificate holders (shareholders), while at the same time balancing the interests of the certificate holders with those of 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). Taconite ore, which was first mined and shipped from the Trust's properties in 1967, continues to be mined today. Though there are small natural iron ore reserves on the Trust's properties, the Trust's lessees now process taconite ore due to its abundance on the Mesabi Iron Range. To date, over 700 million tons of natural iron ore and taconite ore (the latter in the form of pellets) have been shipped from the Trust's properties and over $500 million have been distributed to its certificate holders. The 1,500,000 certificates are traded on the New York Stock Exchange under the ticker symbol "GNI" [CUSIP No. 391064102]. The Trust's Taxpayer ID No. is 41-0788355.
Current Trustees are Joseph S. Micallef (President and Chief Executive Officer), Roger W. Staehle, Robert A. Stein and James E. Swearingen. Collectively, the Trustees have many years of experience with the Trust and represent diverse backgrounds in trust law, metallurgy, mining, corporate and trust management, investments, and other related areas.
The Trust maintains offices in St. Paul and Hibbing, Minnesota. The St. Paul location is primarily the finance office where the Trustees meet on a regular basis to administer to the business of the Trust. The Hibbing location is primarily the engineering office where the Trust's properties and related mining activities are monitored. In addition to frequent field inspections by the Trust's engineering staff, the Hibbing office personnel utilize a comprehensive computer geographic information system, which is a spatially related database, to assist them in monitoring the Trust's properties.
The Trust, by its terms, will terminate on April 6, 2015, 20 years after the death of the last survivor named in the original December 7, 1906 Trust Agreement. At the end of the Trust on April 6, 2015, the certificates of beneficial interest (shares) in the Trust will cease to trade on the NYSE 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 (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), plus the balance in the Principal Charges account (primarily representing the costs of surface lands acquired over the years and Court-ordered attorneys’ fees and expenses), all of which are subject to the final accounting and approval of the Ramsey County District Court. 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. 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. For more information about the termination of the Trust in the year 2015 and the subsequent wind-down process, please see the link at the top of this page.