About the Company

Termination of the Trust of Great Northern Iron Ore Properties

The Trust’s Web site is expected to be available throughout the year 2017 for informational and historical purposes.

 

The terms of the Great Northern Iron Ore Properties Trust Agreement, created December 7, 1906, stated 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.

 

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. For information only, 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, only represented the right to receive a final distribution payable to the certificate holders of record as of April 6, 2015.

 

The Trust was 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. Under the terms of the Trust Agreement, all other Trust property (most notably the Trust’s mineral properties and active leases) was conveyed and transferred to the reversioner (Glacier Park Iron Ore Properties LLC), without further payment or remuneration to the certificate holders, as of November 3, 2016. Pursuant to securities rules and regulations under such dissolution circumstances, security trades on or before April 6, 2015, are allowed to “settle” in order to establish record date holders as of April 6, 2015. For example, if an investor purchased certificates of beneficial interest (shares) on April 6, 2015, the trade would typically settle three days later on April 9, 2015 (the “T + 3 rule”); however, for purposes of establishing record date holders in the case of a dissolution, this investor would be considered a record date holder as of April 6, 2015, because the trade was executed on the last day of trading. Conversely, if an investor sold shares on April 6, 2015, the trade would be allowed to settle by April 9, 2015, and that investor would not be a record date holder as of April 6, 2015.

 

Pursuant to an Order dated October 26, 2016, by the Ramsey County District Court (“Court”), the Court approved an interim distribution to certificate holders of record as of April 6, 2015, in the amount of $6.71 per share, payable after the expiration of the appeal period. Upon confirmation that no appeal was filed as of January 25, 2017, the Trust remitted the funds for the interim distribution on January 26, 2017, to the Trust’s Paying Agent, Wells Fargo Shareowner Services (“ WFSS”). On January 27, 2017, WFSS transferred the allocated and required funds for payment of this interim distribution to the Depository Trust Company (the brokerage clearing house, “DTC”) for the benefit of all “street name” certificate holders of record as of April 6, 2015. On February 2, 2017, DTC transferred the allocated and required funds for payment of this interim distribution to the brokerage firms for posting into their clients’ accounts. Also on February 2, 2017, WFSS processed and mailed checks for payment of this interim distribution to all “registered” certificate holders of record as of April 6, 2015.

 

Pursuant to an Order dated February 21, 2017, the Court approved of the Trustees’ final accounting for the post-June 30, 2016 period and the timing and manner of the final distribution of the remaining reserves allocable to the certificate holders of record as of April 6, 2015, and the reversioner. With respect to the final distribution amount allocable to the certificate holders of record as of April 6, 2015, the Court approved a final distribution amount that was estimated to be approximately $0.587246 per share subject to payment of final expenses during the appeal period and payable after the expiration of the appeal period. Consistent with the Court’s February 21, 2017 Order, and after having confirmed no appeal filing as of May 19, 2017, and after paying all final expenses of the Trust on May 30, 2017, the remaining reserves allocable to the certificate holders of record as of April 6, 2015, and the reversioner were $872,333.80 and $2,643,109.54, respectively (the “final distribution amounts”). The $872,333.80 final distribution amount allocable to the certificate holders of record as of April 6, 2015, which equates to $0.581556 per share, was remitted by the Trust to the Trust’s Paying Agent, Wells Fargo Shareowner Services (“WFSS”) on May 31, 2017. Similarly, on May 31, 2017, the Trust remitted the $2,643,109.54 final distribution amount allocable to the reversioner to WFSS for the benefit of and subsequent payment to the reversioner. On June 8, 2017, WFSS transferred the allocated and required funds for payment of the $0.581556 per share final distribution to the certificate holders of record as of April 6, 2015, to the Depository Trust Company (the brokerage clearing house, “DTC”) for the benefit of all “street name” certificate holders of record as of April 6, 2015. On June 9, 2017, DTC transferred the allocated and required funds for payment of the $0.581556 per share final distribution to the certificate holders of record as of April 6, 2015, to the brokerage firms for posting into their clients’ accounts. Also on June 9, 2017, WFSS processed and mailed checks for payment of the $0.581556 per share final distribution to all “registered” certificate holders of record as of April 6, 2015.

 

As a result of the foregoing final distributions, and pursuant to the February 21, 2017 Court Order, the Trustees are fully and formally discharged from their fiduciary duties and the Trust of Great Northern Iron Ore Properties has ceased, been terminated and is dissolved.

 

Please also refer to our Web site page labeled “Court Hearings, Misc. Releases, and Other Correspondence” for further information about the Court proceedings and to read the applicable Court Orders pertaining to the Trust’s termination.