- Current report filing (8-K)
October 20 2008 - 4:51PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported):
October 17, 2008
MESABI TRUST
(Exact name of
registrant as specified in its charter)
New
York
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1-4488
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13-6022277
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(State or other
jurisdiction of
incorporation)
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(Commission File
Number)
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(I.R.S. Employer
Identification
Number)
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c/o
Deutsche Bank Trust Company Americas
Trust & Securities Services GDS
60 Wall Street
27th Floor
New York, New York
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10005
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(Address of
principal executive offices)
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(Zip Code)
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(615)
835-2749
(Registrants
telephone number, including area code)
N/A
(Former name or
former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 4.01
Changes in Registrants
Certifying Accountant
(a)
On October 17,
2008, Gordon, Hughes & Banks, LLP (GH&B) resigned as the Trusts
independent registered public accounting firm.
GH&B recently entered into an agreement with Eide Bailly, LLP (Eide
Bailly), pursuant to which Eide Bailly will acquire the operations of GH&B
(the Acquisition). Following the
Acquisition, certain of the professional staff and members of GH&B will
join Eide Bailly either as employees or partners of Eide Bailly and will
continue to practice as members of Eide Bailly.
Eide Bailly currently serves as a third-party consultant to Mesabi Trust
and, in that capacity, prepares Mesabi Trusts annual and quarterly financial
statements. The Trustees of Mesabi Trust
intend to retain Eide Bailly to continue to prepare Mesabi Trusts annual and
quarterly financial statements.
GH&Bs reports on the financial statements
for Mesabi Trusts fiscal years ended January 31, 2008, January 31,
2007, and interim financial statements, did not contain any adverse opinion or
a disclaimer of opinion. The reports
were not qualified or modified as to uncertainty, audit scope, or accounting
principles.
Mesabi Trust had no disagreements with GH&B during
the two most recent fiscal years, or during the subsequent interim period
preceding the resignation on any matters of accounting principles or practices,
financial statement disclosure, auditing scope or procedure, which disagreement(s),
if not resolved to the satisfaction of GH&B, would have caused GH&B to
make reference to the subject matter of such disagreement(s) in connection
with its report. GH&B has advised Mesabi
Trust that it will continue to reissue prior opinions or provide consents to
Mesabi Trust for the use of prior opinions.
Mesabi Trust provided GH&B with a copy of the
disclosures made in response to Item 304(a) of Regulation S-K and an
opportunity to furnish Mesabi Trust with a letter addressed to the Securities
and Exchange Commission (SEC) containing any new information, clarification
of the expression of Mesabi Trusts views, or the respects in which it does not
agree with the statements made by Mesabi Trust herein. GH&B has advised Mesabi Trust that it has
reviewed this filing and agrees with the responses. GH&B has provided a letter addressed to
the SEC in response to Item 304(a)(3) of Regulation S-K annexed hereto as Exhibit 16.1.
(b)
On October 17,
2008, the Trustees of Mesabi Trust engaged Wipfli LLP (Wipfli), as its principal
independent registered public accountant to audit Mesabi Trusts financial
statements. The engagement of Wipfli was
approved by the Trustees of Mesabi Trust. During Mesabi Trusts fiscal years ended January 31,
2008 and January 31, 2007, and in the subsequent interim periods preceding
the resignation of GH&B, Mesabi Trust did not engage Wipfli as an
accountant. Mesabi Trust did not consult
Wipfli on the application of accounting principles to a specific transaction,
completed or proposed. Wipfli did not
provide any written or oral advice that was an important factor considered by
our company in reaching a decision as to any such accounting, auditing or
financial reporting issue. Mesabi Trust
did not, nor did it have occasion to, consult with Wipfli with respect to any
matter that was subject of a disagreement or a reportable event as set forth in
Items 304(a)(1)(iv) and (v) of Regulation S-K.
Mesabi Trust has provided Wipfli with a copy of
the disclosures contained herein and provided Wipfli with an opportunity to
furnish Mesabi Trust with a letter addressed to the SEC containing any new
information, clarification of Mesabi Trusts expression of its views, or the
respects in which it does not agree with the statements made by Mesabi Trust
herein. Wipfli has advised Mesabi Trust that it has reviewed this filing and
has no basis on which to submit a letter addressed to the SEC in response to
Item 304(a) of Regulation S-K.
Item 9.01
Financial
Statements and Exhibits.
(d)
Exhibits
16.1
Gordon Hughes & Banks, LLP
Letter dated October 17, 2008 addressed to the United States Securities
and Exchange Commission.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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MESABI
TRUST
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By:
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/s/ Rodney
Gaughan
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Rodney Gaughan
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Vice President
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Deutsche Bank National Trust Company
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For Deutsche Bank Trust Company Americas
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Dated: October 20, 2008
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