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ANNUAL REPORT ON FORM 10-K
GREAT NORTHERN IRON ORE PROPERTIES
DECEMBER 31, 2002
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, 2002 Commission File Number 1-701
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GREAT NORTHERN IRON ORE PROPERTIES
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Minnesota 41-0788355
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
W-1290 First National Bank Building
332 Minnesota Street
Saint Paul, Minnesota 55101-1361
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code 651 / 224-2385
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Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class Which Registered
------------------- ------------------------
Trustees' Certificates of Beneficial Interest New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act--None
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 twelve months and (2) has been subject to such filing requirements
for the past 90 days. 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 an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes _X_ No ___
The aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and ask price of such common equity, as of the
last business day of the Registrant's most recently completed second fiscal
quarter, that being June 30, 2002, was $99,000,000.
The number of 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, 2002 are incorporated by reference into Part II.
PART I
Item 1. BUSINESS
The Registrant ("Trust") owns interests in fee, mineral and nonmineral
lands on the Mesabi Iron Range of Minnesota. The Registrant is a
conventional trust organized under the laws of the State of Michigan
pursuant to a Trust Instrument dated December 7, 1906. Income is
derived through royalties on iron ore minerals (principally taconite)
taken from these properties by lessees. The Registrant is presently
involved solely 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, state that the Trust shall continue for
twenty years after the death of the last surviving of eighteen named
in the Trust Agreement. The last survivor of these eighteen named in
the Trust Agreement died April 6, 1995. According to the terms of the
Trust Agreement, the Trust now terminates twenty years from April 6,
1995, that being April 6, 2015. The termination of the Trust on April
6, 2015 means that there will be no trading of the Trust's 1,500,000
certificates of beneficial interest (shares) on the New York Stock
Exchange beyond that date. At the end of the Trust, all monies
remaining in the hands of the Trustees (after paying and providing for
all expenses and obligations of the Trust) shall be distributed
ratably among the certificate holders (term beneficiaries), while all
property other than monies shall be conveyed and transferred to the
reversionary beneficiary (formerly Lake Superior Company, Limited), or
its successors or assigns (Glacier Park Company, a wholly owned
subsidiary of Burlington Resources, Inc.). In addition, by the terms
of a District Court Order dated November 29, 1982, the reversioner, in
effect, is required to pay the balance in the Principal Charges
account (as explained in the footnotes of the Financial Statements)
which primarily represents the costs of acquiring homes and land
parcels on the iron formation that are necessary for the orderly mine
development by United States Steel Corporation under its 1959 lease
with the Trustees. This account balance, which may increase or
decrease, will be added to the cash distributable to the certificate
holders of record at the termination of the Trust.
1
Item 1. BUSINESS--Continued
The raw materials essential to the business of the Registrant are the
minerals contained in properties owned and leased by the Registrant.
Since the Registrant leases its properties to mining interests which
control the amount of ore production, the Registrant itself has no
direct control over the tonnage mined from its properties but is
solely involved with administering the leases on the properties. Since
operating companies insist on freedom to move from property to
property as mining requirements dictate, such changes in production
cannot be precisely reduced to financial forecasts.
Registrant owns mineral interests in 12,033 acres on the Mesabi Iron
Formation, including approximately 7,443 acres which are wholly owned,
1,080 acres in which Registrant is a tenant in common with a 91%
interest, 3,350 acres in tenancy in common with a 50% interest and 160
acres in tenancy in common with other fractional interests. Of said
total, 7,152 acres are under lease and 4,881 acres are unleased.
Registrant cannot estimate at this time any tonnage for nonmagnetic
taconite because of lack of drilling, testing and of any established
large-scale commercial treatment method for Mesabi Iron Range
nonmagnetic taconite. To give a better perspective on magnetic
taconite, Registrant's engineers estimate that the magnetic taconite
under lease as of January 1, 2003 was equivalent to approximately
371,122,000 tons of pellets.
Present leases provide for minimum royalties aggregating approximately
$3,110,000 for the year 2003 even if no taconite is mined. All of this
amount is attributable to long-term taconite leases.
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.
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.
2
Item 1. BUSINESS--Continued
There are other landowners on the Mesabi Iron Range, many of whom are
private fees. 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. The Registrant's non-taconite shipments have
ceased as a source of income because the ore deposits have, for
practical purposes, been exhausted. The mining of taconite by lessees
is the most important part of the Registrant's business. Future
development depends, to a large part, on the demand for taconite from
the Registrant's properties by 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 liquidation of minimum royalties
collected. Following is a summary of shipments by lessee during 2002,
2001 and 2000:
TONS SHIPPED
-------------------------------------
2002 2001 2000
-------------------------------------
United States Steel LLC 3,791,949 4,252,383 3,969,669
Hibbing Taconite Company 3,210,144 1,287,831 2,454,681
National Steel Corporation 92,353 137,458 483,468
Cleveland Cliffs Erie LLC -- -- 34,721
-------------------------------------
7,094,446 5,677,672 6,942,539
=====================================
At December 31, 2002, the Registrant employed 11 persons. The
Registrant has been engaged in only one line of business, namely the
leasing and maintenance of its mineral properties. The business of the
Registrant is not seasonal, but income depends upon production by
mining companies which lease its properties. The Registrant has no
operations in foreign countries and has no customers or lessees in
foreign countries.
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 on December 30, 1988. On January 1, 1989, the Trust
became exempt from federal and Minnesota corporate income taxes. For
years 1989 and thereafter, certificate holders are taxed on their
allocable share of the Trust's income whether or not the income is
distributed. For certificate holder tax purposes, the Trust's income
is determined on an annual basis, one-fourth then being allocated to
each quarterly record date.
3
Item 1. BUSINESS--Continued
The Trustees provided annual tax information in January 2003 to
certificate holders of record with holdings on any of the four
quarterly record dates during 2002. This information included a:
Substitute Form 1099-MISC - This form reported one's 2002
allocable share of income from the Trust, distributions declared
and any taxes withheld. (Foreign certificate holders received a
Form 1042S.)
Trust Supplemental Statement - This statement reported the number
of units (shares) held on any of the four quarterly record dates
in 2002.
Tax Return Guide - This guide instructed the certificate holders
as to the preparation of their income tax returns with respect to
income allocated from the Trust and various deductions allowable.
The Registrant does not maintain a website and therefore the
Registrant does not make available through a website the annual,
quarterly and other reports that it files with the Securities and
Exchange Commission (SEC). The Registrant will furnish to investors
free of charge, upon request, a paper copy of the reports that it
files with the SEC.
4
Item 1. BUSINESS--Continued
The following is a listing of the Registrant's current leases:
LESSEE
NUMBER OF LEASED GNIOP TERMINATION
LEASE ACRES INTEREST COUNTY LOCATION TERM PROVISION
-------------------------------------------------------------------------------------------------------------------------
Bennett Annex 237 100% St. Louis 1/1/1965 to 12/31/2039 1 year
Carmi-Campbell 1,597 100 St. Louis 7/1/1959 to 12/31/2010 1 year
Enterprise-Mississippi
(incl. Miss. #3 mine) 776 100 St. Louis and Itasca 1/1/1961 to 12/31/2010 6 months
Hanna Taconite #1 40 100 Itasca 4/1/1962 to 12/31/2010 6 months
Gray Annex 40 50 St. Louis 1/1/1974 to 1/1/2049 1 year
Ontario 50% 1,397 50 St. Louis and Itasca 7/1/1978 to 12/31/2016 1 year
Ontario 100% 400 100 St. Louis and Itasca 7/1/1978 to 12/31/2016 1 year
Ontario #3 80 25 St. Louis 1/2/1993 to 12/31/2016 1 year
Mahoning 980 100 St. Louis and Itasca 1/1/1979 to 12/31/2026 1 year
Russell Annex 120 50 Itasca 1/1/1966 to 12/31/2040 1 year
South Stevenson 180 100 St. Louis 4/1/1966 to 4/1/2041 1 year
Minntac 1,725 100 St. Louis 1/1/1959 to 12/31/2057 6 months
Wentworth 160 100 St. Louis 7/1/1965 to 6/30/2040 1 year
Atkins 160 91 St. Louis 8/1/1984 to 7/31/2009 6 months
5
Item 2. PROPERTIES
The Registrant owns interests in fee, mineral and nonmineral lands on
the Mesabi Iron Range of Minnesota, most of which are leased to mining
companies which extract taconite. A list of the leased properties is
shown in table format in Item 1 above. The leases provide the lessees
exclusive mining rights during the term of such leases. Taconite
deposits are substantial. The properties have a reversionary interest
as explained in Item 1 above.
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 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 District Court of Ramsey County, Minnesota, for further
instructions defining what is required in a particular case to balance
the interests of certificate holders and reversioner. Also, the 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.
By a letter dated April 1, 2002, certificate holders of record as of
March 1, 2002 and the reversioner were notified of a Hearing on May 1,
2002 in Ramsey County Courthouse, Saint Paul, Minnesota for the
purpose of settling and allowing the Trust accounts for the year 2001.
By Court Order signed and dated May 1, 2002, the 2001 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.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF CERTIFICATE HOLDERS
None.
6
PART II
Item 5. MARKET FOR THE REGISTRANT'S SHARES OF BENEFICIAL INTEREST AND RELATED
SECURITY HOLDER MATTERS
Shares of Beneficial Interest, Market Prices and Distributions on page
3 of the Annual Report to Certificate Holders for the year ended
December 31, 2002 are incorporated herein by reference.
Item 6. SELECTED FINANCIAL DATA
Selected Financial Data on page 2 of the Annual Report to Certificate
Holders for the year ended December 31, 2002 is incorporated herein by
reference.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Management's Discussion and Analysis of Financial Condition and
Results of Operations on page 2 of the Annual Report to Certificate
Holders for the year ended December 31, 2002 are incorporated herein
by reference.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following financial statements of the Registrant, included in the
Annual Report to Certificate Holders for the year ended December 31,
2002, are incorporated herein by reference:
Balance Sheets - December 31, 2002 and 2001.
Statements of Income - Years ended December 31, 2002, 2001
and 2000.
Statements of Beneficiaries' Equity - Years ended December 31,
2002, 2001 and 2000.
Statements of Cash Flows - Years ended December 31, 2002, 2001
and 2000.
Notes to Financial Statements - December 31, 2002.
Quarterly Results of Operations on page 4 of the Annual Report to
Certificate Holders for the year ended December 31, 2002 are
incorporated herein by reference.
Item 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
7
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Registrant, being a trust, has no directors as such. The
management of the Trust is vested in the following Trustees and
officers whose terms of office are not fixed for a specified time:
YEARS OF
NAME AND POSITION AGE SERVICE
- -----------------------------------------------------------------------------
Joseph S. Micallef President of the Trustees 69 26 years
Roger W. Staehle Trustee 69 21
Robert A. Stein Trustee 64 21
John H. Roe, III Trustee 63 1
Thomas A. Janochoski Vice President and Secretary 44 11
The principal occupations of the Trustees and officers during the
last five years were as follows:
JOSEPH S. MICALLEF
President and Chief Executive Officer, Great Northern Iron Ore
Properties;
Consultant and Director, Fiduciary Counselling, Inc.,
St. Paul, Minnesota until December 31, 1998.
ROGER W. STAEHLE
Adjunct Professor, Institute of Technology, University of
Minnesota;
Industrial Consultant.
ROBERT A. STEIN
Executive Director and Chief Operating Officer, American Bar
Association.
JOHN H. ROE, III
Chairman of the Board, Bemis Company, Inc., Minneapolis,
Minnesota;
Chief Executive Officer, Bemis Company, Inc.,
Minneapolis, Minnesota until May 4, 2000.
THOMAS A. JANOCHOSKI
Vice President and Secretary, Chief Financial Officer, Great
Northern Iron Ore Properties.
8
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT--Continued
Executive employees in addition to those listed above include Roger P.
Johnson, Manager of Mines and Chief Engineer.
There are no family relationships among any of the above persons.
Item 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
NAME AND ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION
-------------------------------------------------------------------------------------------
CEO/President of the Trustees:
Joseph S. Micallef 2002 $100,000 $35,000 $ --
2001 100,000 35,000 --
2000 90,000 35,000 --
CFO/Vice President and Secretary:
Thomas A. Janochoski 2002 102,533 3,500 5,000
2001 91,633 3,500 3,100
2000 87,000 -- --
CHIEF EXECUTIVE OFFICER (CEO)/PRESIDENT OF THE TRUSTEES COMPENSATION
The Trust Agreement (as modified by Court Orders, the last being
effective January 1, 2001) provides for annual compensation to the
CEO/President of the Trustees of $100,000 and, in addition, a sum
equal to 1% of the excess of gross income of the Trust over $5,000,000
for that year until his compensation shall reach $135,000. By Court
Orders previous to 2001, annual compensation to the CEO/President of
the Trustees for the year 2000 was set at $90,000 and, in addition, a
sum equal to 1% of the excess of gross income of the Trust over
$5,000,000 for that year until his compensation shall reach $125,000.
TRUSTEE COMPENSATION (OTHER THAN THE CEO/PRESIDENT OF THE TRUSTEES)
The Trust Agreement (as modified by Court Orders, the last being
effective January 1, 2001) provides for annual compensation to each
Trustee (other than the CEO/President of the Trustees) of $50,000. By
Court Orders previous to 2001, annual compensation to each Trustee
(other than the CEO/President of the Trustees) for the year 2000 was
set at $40,000.
9
Item 11. EXECUTIVE COMPENSATION--Continued
Because the compensation of the Trustees and CEO/President of the
Trustees is established by the Trust Agreement (as modified by Court
Orders), there is no compensation committee for the Trustees and,
accordingly, there is no Trustee compensation committee report
pertaining to their compensation. There are no other arrangements
pursuant to which any Trustee was compensated for any services
provided as a Trustee, including that of committee participation or
special assignment. There are no options, stock appreciation rights,
long-term performance-based incentive plans or retirement benefits
applicable to any of the Trustees (including the CEO/President of the
Trustees) and, accordingly, disclosure tables with respect to such
items have been omitted.
EXECUTIVE OFFICER COMPENSATION OF THE CHIEF FINANCIAL OFFICER (CFO)/
VICE PRESIDENT AND SECRETARY
The Board of Trustees, as a whole, determines compensation of
executive officers (other than the CEO/President of the Trustees). No
compensation committee report exists as the Trust Agreement empowers
and grants the Trustees authority to establish salaries for all
employees of the Trust. The Trustees base employee salary compensation
on market data obtained from time to time, as deemed necessary. The
CFO's Bonus compensation is based on 10% of the CEO/President's Bonus
compensation. All Other Compensation of the CFO represents an accrual
and interest earnings established in a deferred compensation plan.
The following table shows the CFO's estimated annual pension benefit
payable upon retirement at various years of vested service as
indicated:
PENSION PLAN TABLE
AVERAGE ANNUAL SALARY ESTIMATED ANNUAL PENSION BENEFIT PAYABLE
FOR HIGHEST 60 MONTHS FOR YEARS OF VESTED SERVICE INDICATED
OF CONSECUTIVE --------------------------------------------------------------------
SERVICE 10 15 20 25
------------------------- --------------------------------------------------------------------
$ 85,000 $19,100 $28,700 $38,300 $63,800
90,000 20,300 30,400 40,500 67,500
95,000 21,400 32,100 42,800 71,300
100,000 22,500 33,800 45,000 75,000
105,000 23,600 35,400 47,300 78,800
110,000 24,800 37,100 49,500 82,500
115,000 25,900 38,800 51,800 86,300
120,000 27,000 40,500 54,000 90,000
125,000 28,100 42,200 56,300 93,800
130,000 29,300 43,900 58,500 97,500
10
Item 11. EXECUTIVE COMPENSATION--Continued
The CFO's estimated annual pension benefit payable upon retirement
from the Trust's defined Pension Plan is based on the highest 60
consecutive months average annual salary as disclosed in the Summary
Compensation Table above, the years of vested service, a straight-life
annuity and no offsets or deductions. The CFO is presently entitled to
13 years of vested service as of December 31, 2002. Upon the Trust
termination on April 6, 2015, the CFO would be entitled to 25 years of
vested service.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) The only authorized securities of the Registrant are Trustees'
Certificates of Beneficial Interest. The holders of these
securities do not have voting rights. There were no entities
holding more than 5% of the Certificates of Beneficial Interest
outstanding, of record and/or beneficially, as of December 31,
2002.
(b) There were no securities owned by the Trustees or officers as of
December 31, 2002.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
Item 14. CONTROLS AND PROCEDURES
Based on their most recent review, which was completed within 90 days
of the filing of this report, the Trust's Chief Executive Officer and
Chief Financial Officer have concluded that the Trust's disclosure
controls and procedures are effective to ensure that information
required to be disclosed by the Trust in the reports it files or
submits under the Securities Exchange Act of 1934, as amended, is
accumulated and communicated to the Trust's management, including its
Chief Executive Officer and Chief Financial Officer, as appropriate to
allow timely decisions regarding required disclosure and are effective
to ensure that such information is recorded, processed, summarized and
reported within the time periods specified in the Securities and
Exchange Commission's rules and forms. There were no significant
changes in the Trust's internal controls or in other factors that
could significantly affect those controls subsequent to the date of
their evaluation.
11
PART IV
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) (1) and (2) - The response to this portion of Item 15 is
submitted as a separate section of this report.
(3) Listing of Exhibits:
Exhibit 3 - Copy of Trust Agreement and Rules and
Regulations for Management of the Trust (filed as Exhibit A
to Form 11 of Great Northern Iron Ore Properties filed on
May 6, 1935 as published under date of March 30, 1935 and
incorporated by reference)
Exhibit 4 - Specimen of Securities Registered Hereunder
(filed as Exhibit E to Form 11 of Great Northern Iron Ore
Properties filed on May 6, 1935 as published under date of
March 30, 1935 and incorporated by reference)
Exhibit 10 - Court Order on Trustee Compensation dated May
16, 2001
Exhibit 13 - Annual Report to Certificate Holders
Exhibit 23 - Consent of Independent Auditors
Exhibit 99(a) - Tax Return Guide
Exhibit 99(b) - Audit Committee Charter
Exhibit 99(c) - Report of Audit Committee
(b) Reports on Form 8-K - None.
(c) Exhibits - The response to this portion of Item 15 is submitted
as a separate section of this report.
(d) Financial Statement Schedules - The response to this portion of
Item 15 is submitted as a separate section of this report.
12
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 2/14/03
------------------------------------------- ---------------
Joseph S. Micallef, Chief Executive Officer, Date
Trustee and President of the Trustees
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.
/s/ Roger W. Staehle 2/14/03
------------------------------------------- ---------------
Roger W. Staehle, Trustee Date
/s/ Robert A. Stein 2/14/03
------------------------------------------- ---------------
Robert A. Stein, Trustee Date
/s/ John H. Roe, III 2/14/03
------------------------------------------- ---------------
John H. Roe, III, Trustee Date
/s/ Thomas A. Janochoski 2/14/03
------------------------------------------- ---------------
Thomas A. Janochoski, Vice President and Date
Secretary, Chief Financial Officer
13
CERTIFICATION PURSUANT TO THE SARBANES-OXLEY ACT OF 2002
- --------------------------------------------------------
I, Joseph S. Micallef, President of the Trustees of Great Northern Iron Ore
Properties and Chief Executive Officer, certify that:
1. This Annual Report fully complies with the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934 and that the
information contained in this Annual Report fairly presents, in all
material respects, the financial condition and results of operations
of the Registrant;
2. I have reviewed this Annual Report on Form 10-K of Great Northern Iron
Ore Properties;
3. Based on my knowledge, this Annual Report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this Annual Report;
4. Based on my knowledge, the financial statements, and other financial
information included in this Annual Report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the Registrant as of, and for, the periods presented in
this Annual Report;
5. The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant
and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the Registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
Annual Report is being prepared;
b) evaluated the effectiveness of the Registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this Annual Report ("Evaluation Date"); and
c) presented in this Annual Report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
14
6. The Registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the Registrant's auditors and the
audit committee of the Registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the Registrant's
ability to record, process, summarize and report financial data
and have identified for the Registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the Registrant's
internal controls; and
7. The Registrant's other certifying officers and I have indicated in
this Annual Report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
Date: February 14, 2003 By: /s/ Joseph S. Micallef
----------------- ---------------------------------------------
Joseph S. Micallef, President of the Trustees
and Chief Executive Officer
15
CERTIFICATION PURSUANT TO THE SARBANES-OXLEY ACT OF 2002
- --------------------------------------------------------
I, Thomas A. Janochoski, Vice President and Secretary to the Trustees of Great
Northern Iron Ore Properties and Chief Financial Officer, certify that:
1. This Annual Report fully complies with the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934 and that the
information contained in this Annual Report fairly presents, in all
material respects, the financial condition and results of operations
of the Registrant;
2. I have reviewed this Annual Report on Form 10-K of Great Northern Iron
Ore Properties;
3. Based on my knowledge, this Annual Report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this Annual Report;
4. Based on my knowledge, the financial statements, and other financial
information included in this Annual Report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the Registrant as of, and for, the periods presented in
this Annual Report;
5. The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant
and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the Registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
Annual Report is being prepared;
b) evaluated the effectiveness of the Registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this Annual Report ("Evaluation Date"); and
c) presented in this Annual Report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
16
6. The Registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the Registrant's auditors and the
audit committee of the Registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the Registrant's
ability to record, process, summarize and report financial data
and have identified for the Registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the Registrant's
internal controls; and
7. The Registrant's other certifying officers and I have indicated in
this Annual Report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
Date: February 14, 2003 By: /s/ Thomas A. Janochoski
----------------- ---------------------------------------------
Thomas A. Janochoski, Vice President and
Secretary, Chief Financial Officer
17
ANNUAL REPORT ON FORM 10-K
ITEM 15(a)(1) and (2) and ITEM 15(d)
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
FINANCIAL STATEMENT SCHEDULES
YEAR ENDED DECEMBER 31, 2002
GREAT NORTHERN IRON ORE PROPERTIES
W-1290 First National Bank Building
332 Minnesota Street
Saint Paul, Minnesota 55101-1361
FORM 10-K--Item 15(a)(1) and (2)
GREAT NORTHERN IRON ORE PROPERTIES
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
The following financial statements of Great Northern Iron Ore Properties,
included in the Registrant's Annual Report to Certificate Holders for the year
ended December 31, 2002, are incorporated by reference in Item 8:
Balance Sheets - December 31, 2002 and 2001
Statements of Income - Years ended December 31, 2002, 2001 and 2000
Statements of Beneficiaries' Equity - Years ended December 31, 2002, 2001
and 2000
Statements of Cash Flows - Years ended December 31, 2002, 2001 and 2000
Notes to Financial Statements - December 31, 2002
All Item 15(d) 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.
F-1