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Post-April 6, 2015 Financial Reports and Correspondence
Termination of the Trust of Great Northern Iron Ore Properties
The terms of the Great Northern Iron Ore Properties Trust Agreement, created December 7, 1906, 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 terminated twenty years from April 6, 1995, that being April 6, 2015, and is now proceeding with its wind-down process.
The certificates of beneficial interest (“certificates” or “shares”) in the Trust ceased to trade on the New York Stock Exchange (“Exchange”) at the close of business on April 6, 2015, the Trust’s termination date. The closing price for the Trust’s certificates as of April 6, 2015, was $8.10 per share. The Exchange, on the Trust’s behalf, filed Form 25 with the Securities and Exchange Commission (“SEC”) shortly after the Trust’s termination date to delist the Trust’s certificates from the Exchange and deregister the Trust’s certificates under Section 12(b) of the Securities Exchange Act of 1934. Following this delisting and deregistration of the certificates, the Trust filed Form 15 with the SEC to suspend the Trust’s reporting obligations. Certificates as of the close of business on April 6, 2015, now only represent the right to receive a final distribution payable to the certificate holders of record as of April 6, 2015.
Once the Trust’s wind-down process is completed (as further described below), the Trust is obligated to distribute ratably to the certificate holders of record as of April 6, 2015, the net monies remaining in the hands of the Trustees (i.e., all remaining cash on hand after paying or providing for all expenses and obligations allocable to the certificate holders 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). This final distribution amount must be approved by the Ramsey County District Court in St. Paul, Minnesota (“Court”) and is subject to the Trust’s filing of its final accounting with the Court and the Court’s approval of the Trust’s final accounting. Under the terms of the Trust Agreement, all other Trust property (most notably the Trust’s mineral properties and 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 ConocoPhillips Company and successor in interest to Glacier Park Iron Ore Holdings LLC, successor in interest to Glacier Park Company, which is a wholly owned subsidiary of ConocoPhillips Company), without further payment or remuneration to the certificate holders.
The wind-down process of the Trust is anticipated to extend into 2017 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 to winding down the Trust. 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, it is anticipated that the wind-down process, final distribution and dissolution of the Trust will be completed by mid-2017.
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 instructions 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 instructions 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. On January 26, 2015, the Court issued its Findings of Fact, Conclusions of Law and Order for Judgment (“2015 Court Order”).
Pursuant to the 2015 Court Order, the Trustees’ Petition for Instructions was approved by the Court and, consistent with the Trust Agreement, the Trustees were to immediately proceed with winding up the affairs of the Trust upon its termination date of April 6, 2015, and to undertake the tasks and actions outlined in the Trustees’ Wind-Up Plan. The Court further ordered that the Trustees would retain possession and control of the Trust’s cash and non-cash assets (and books and records related thereto) throughout the wind-down period, that they were 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 should continue during the wind-down period until they were discharged by the Court, and that the Trust’s termination and wind-up expenses and costs (including attorneys’ fees) incurred after December 2013 should be allocated between the certificate holders and the reversioner depending on the nature of the expense as set forth in the 2015 Court Order. Expenses incurred after December 2013 and through the Trust’s termination date and allocated to the reversioner were charged to the Principal Charges account as of April 6, 2015. Finally, the 2015 Court Order required that an informal interim status report be submitted to the Court by the Trustees by November 15, 2015, that an annual audit and annual report for the calendar year 2015 (“2015 accounts”) be completed and filed with the Court for approval by March 2016, and, as soon as practicable after the Court’s approval of this annual report, that the Trustees prepare final audited financial statements for filing with the Court for the approval of the Trustees’ final accounting and discharge. The final audited financial statements were presented to the Court at an October 14, 2016 hearing within the “Final Report of the Trustees for the Six-Month Period Ended June 30, 2016.”
Pursuant to a Court Order dated October 26, 2016, the Court approved of an interim distribution to certificate holders of record as of April 6, 2015, in the amount of $6.71 per share, payable after the lapse of the appeal period, which is expected to be mid-January 2017, if no appeal is filed. The Court has also requested another hearing that is presently scheduled for February 21, 2017, at which time the Trustees will present their final accounting of all remaining net monies held by the Trust. Subject to approval of the Court, this final distribution would likely occur after the lapse of the appeal period following the issuance of the order from that hearing. This distribution is expected to be in May 2017, assuming no appeal is filed. Thereafter, and subject to the approval and order of the Court, the Trustees will be discharged from their fiduciary duties and the Trust will be dissolved.
Also pursuant to the October 26, 2016 Court Order, the Trustees were instructed to convey the deeds to the properties and related transfer documents to the reversioner after payment of the Principal Charges account balance. The reversioner remitted to the Trust in full the balance in the Principal Charges account on October 31, 2016, and the deed transfer occurred on November 3, 2016.
Please also refer to our Web site page labeled “Court Hearings, Misc. Releases, and Other Correspondence” for further information about the Court orders and proceedings pertaining to the Trust’s termination.