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): April 7, 2008
NATURAL RESOURCE PARTNERS L.P.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation or organization)
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001-31465
(Commission File
Number)
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35-2164875
(I.R.S. Employer
Identification No.) |
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601 Jefferson, Suite 3600
Houston, Texas
(Address of principal executive
offices)
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77002
(Zip code) |
Registrant’s telephone number, including area code: (713) 751-7507
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 5.03. |
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On April 7, 2008, NRP amended its limited partnership agreement (the “Partnership Agreement”) to
modify the mechanism by which the capital accounts of all partners are maintained when the general
partner’s incentive distribution rights are valued when calculating the enterprise value of NRP in
the event of a follow-on offering of common units.
A copy of Amendment No. 1 to the Partnership Agreement is filed as Exhibit 4.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
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| Item 9.01 |
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Financial Statements And Exhibits. |
(c) Exhibits
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4.1 |
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Amendment No. 1 to Third Amended and Restated Agreement
of Limited Partnership of Natural Resource Partners L.P., dated
April 7, 2008. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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NATURAL RESOURCE PARTNERS L.P.
(Registrant)
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By: |
NRP (GP) LP
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its General Partner |
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By: |
GP Natural Resource Partners LLC
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its General Partner |
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/s/ Wyatt L. Hogan
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Wyatt L. Hogan |
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Vice President and General Counsel |
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Dated: April 7, 2008