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): January 16, 2007
Natural Resource Partners L.P.
(Exact name of registrant as specified in its charter)
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| DELAWARE
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001-31465
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35-2164875 |
| (State or other jurisdiction of
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(Commission File Number)
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(IRS Employer |
| incorporation)
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Identification No.) |
601 Jefferson, Suite 3600
Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (713) 751-7507
(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))
TABLE OF CONTENTS
Item 2.01. Completion of Acquisition or Disposition of Assets.
On January 16, 2007, Natural Resource Partners L.P. (the “Partnership”) closed its previously
announced acquisition from Dingess-Rum Properties, Inc. of approximately 92 million tons of coal
reserves in West Virginia, as well as surface and timber on approximately 33,700 acres. In
connection with the transaction, Dingess-Rum received 2,400,000 common units representing limited
partner interests in the Partnership.
A copy of the press release announcing the transaction is filed as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
Item 3.02. Unregistered Sale of Equity Securities.
As previously reported in its Current Report on Form 8-K, filed December 20, 2006, the
Partnership entered into a Contribution Agreement with Dingess-Rum on December 19, 2006. Pursuant
to the terms of the Contribution Agreement, the Partnership issued 2,400,000 common units
representing limited partner interests in the Partnership at the closing. The common units have
been offered and issued in reliance upon the exemption from registration provided by Section 4(2)
of the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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DESCRIPTION |
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99.1
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Press Release dated January 16, 2007. |