-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L+Km0PATnp2eZySfJfXRtV3FrmudOteGicT2B/qYbURkoaJpv8NFMm+i8Ph95jDG lgpwyP03v8rY3lxQ2lhJXQ== 0000950129-02-005230.txt : 20021028 0000950129-02-005230.hdr.sgml : 20021028 20021028160400 ACCESSION NUMBER: 0000950129-02-005230 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20021028 GROUP MEMBERS: ARK LAND COMPANY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NATURAL RESOURCE PARTNERS LP CENTRAL INDEX KEY: 0001171486 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE MINING [1220] IRS NUMBER: 352164875 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-78553 FILM NUMBER: 02800028 BUSINESS ADDRESS: STREET 1: 601 JEFFERSON STREET STREET 2: SUITE 3600 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7137517514 MAIL ADDRESS: STREET 1: 601 JEFFERSON STREET STREET 2: SUITE 3600 CITY: HOUSTON STATE: TX ZIP: 77002 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARCH COAL INC CENTRAL INDEX KEY: 0001037676 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 430921172 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: CITY PLACE ONE STE 300 STREET 2: ARCH MINERAL CORP CITY: ST LOUIS STATE: MO ZIP: 63141 BUSINESS PHONE: 3149942700 MAIL ADDRESS: STREET 1: CITYPLACE ONE SUITE 300 STREET 2: ARCH MINERAL CORP CITY: CREVE COEUR STATE: MO ZIP: 63141 FORMER COMPANY: FORMER CONFORMED NAME: ARCH MINERAL CORP DATE OF NAME CHANGE: 19970411 SC 13D 1 h00710sc13d.txt ARCH COAL, INC. FOR NATURAL RESOURCE PARTNERS L.P. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 NATURAL RESOURCE PARTNERS L.P. (Name of Issuer) COMMON UNITS (Title of Class of Securities) 63900P 10 3 (CUSIP Number) DWIGHT L. DUNLAP GP NATURAL RESOURCE PARTNERS LLC 601 JEFFERSON, SUITE 3600 HOUSTON, TEXAS 77002 TEL: (713) 751-7507 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) OCTOBER 17, 2002 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: [ ] (Continued on following pages) CUSIP NO. 63900P 10 3 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Arch Coal, Inc. 43-0921172 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO, see Item 3 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES -0- BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER* EACH REPORTING 2,895,670 Common Units PERSON ----------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER -0- ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER* 2,895,670 Common Units - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,895,670 Common Units* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO/HC - -------------------------------------------------------------------------------- * Arch Coal, Inc. also may be deemed to beneficially own 4,796,920 subordinated units representing limited partner interests in the Partnership, which may be converted into an equal number of Common Units upon satisfaction of the conditions described in the Registration Statement on Form S-1 (File No. 333-86582), incorporated herein by reference. 2 CUSIP NO. 63900P 10 3 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Ark Land Company 43-0952128 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO, see Item 3 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES -0- BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER* EACH REPORTING 2,895,670 Common Units PERSON ----------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER -0- ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER* 2,895,670 Common Units - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,895,670 Common Units* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- * Ark Land Company also holds 4,796,920 subordinated units representing limited partner interests in the Partnership, which may be converted into an equal number of Common Units upon satisfaction of the conditions described in the Registration Statement on Form S-1 (File No. 333-86582), incorporated herein by reference. 3 ITEM 1. SECURITY AND ISSUER This statement on Schedule 13D is being filed by Arch Coal, Inc. and Ark Land Company (together, the "Reporting Persons"), who constitute a group under Rule 13d-5(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This statement relates to the common units representing limited partner interests (the "Common Units"), of Natural Resource Partners L.P., a Delaware limited partnership (the "Partnership"), which has its principal executive offices at 601 Jefferson St., Suite 3600, Houston, Texas 77002. ITEM 2. IDENTITY AND BACKGROUND (a) Name of Person(s) Filing this Statement (the "Reporting Persons"): (1) Arch Coal, Inc., a corporation formed under the laws of the State of Delaware (2) Ark Land Company, a corporation formed under the laws of the State of Delaware. (b) Business Address of Reporting Persons: (1) The principal business address of the Reporting Persons is One CityPlace Drive, Suite 300, St. Louis, Missouri 63141. (c) Present Principal Occupation or Employment: (1) Arch Coal, Inc. engages in the mining of coal. (2) Ark Land Company engages in the leasing of royalty-producing coal properties. Pursuant to Instruction C to Schedule 13D of the Exchange Act, information regarding the directors and executive officers of the Reporting Persons follows: Board of Directors and Executive Officers of Arch Coal, Inc.
Name Business Address Position Principal Occupation/ Employment James R. Boyd * Director Retired
4
Name Business Address Position Principal Occupation/ Employment Frank M. Burke 5500 Preston Rd. Director Chairman, CEO and Managing Suite 315 General Partner/Burke, Dallas, Texas 75205 Mayborn Company, Ltd. Douglas H. Hunt 3900 Thanksgiving Tower Director Director of 1601 Elm Street Acquisitions/Petro-Hunt Dallas, TX 75201 Corp. Steven F. Leer * Director/President & ** CEO James L. Parker * Director Retired A. Michael Perry * Director Retired Robert G. Potter * Director Retired Theodore D. Sands 535 Fifth Ave. Director President/HAAS Capital LLC Suite 3300 New York, NY 10017 Bradley M. Allbritten * VP - Marketing ** C. Henry Besten * Sr. VP - Strategic ** Development John W. Eaves * Sr. VP - Marketing ** Robert G. Jones * VP - Law and General ** Counsel Robert J. Messey * Sr. VP - Chief ** Financial Officer David B. Peugh * VP - Business ** Development Robert W. Shanks * VP - Operations ** Kenneth G. Woodring * Executive VP - ** Mining Operations
* The business address of the executive officers and directors listed above is One CityPlace Drive, Suite 300, St. Louis, Missouri 63141. ** The principal occupation of the executive officers and directors listed above is their position or positions as an executive officer and/or director of Arch Coal, Inc. or one of its affiliates. 5 Board of Directors and Executive Officers of Ark Land Company
Name Business Address Position Principal Occupation/ Employment C. Henry Besten, Jr. * Director ** Steven E. McCurdy * Director ** David B. Peugh * Director ** Steven E. McCurdy * President ** William Scott Stewart * Vice President ** Terence L. Irons * Vice President ** James E. Florczak * Vice President & ** Treasurer Robert J. Messey * Vice President ** Janet L. Horgan * Secretary ** Robert G. Jones * Assistant Secretary ** Susan E. Prader * Assistant Secretary ** William H. Rose * Assistant Secretary **
* The business address of the executive officers and directors listed above is One CityPlace Drive, Suite 300, St. Louis, Missouri 63141. ** Unless otherwise noted, the principal occupation of the executive officers and directors listed above is their position or positions as an executive officer and/or director of Ark Land Company and, if applicable, other affiliates of Arch Coal, Inc. (d) None of the entities or persons identified in this Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the entities or persons identified in this Item 2 has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. 6 ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Ark Land Company acquired beneficial ownership of the Common Units on October 17, 2002 in exchange for the contribution of equity interests in an affiliated entity of the Partnership in connection with the Partnership's initial public offering. Arch Coal, Inc. is the sole shareholder of Ark Land Company and, as such, may be deemed to beneficially own the Common Units acquired by Ark Land Company. ITEM 4. PURPOSE OF TRANSACTION The Reporting Persons acquired the Common Units reported herein solely for investment purposes. The Reporting Persons may make additional purchases of Common Units either in the open market or in private transactions depending on the Partnership's business, prospects and financial condition, the market for the Common Units, general economic conditions, money and stock market conditions and other future developments. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) (1) Arch Coal, Inc., in its capacity as the sole shareholder of Ark Land Company, may be deemed to be the beneficial owner of 2,895,670 Common Units, which, based on calculations made in accordance with Rule 13d-3 of the Exchange Act and there being 11,353,658 Common Units outstanding, represents 25.5% of the outstanding Common Units. Arch Coal, Inc. may also be deemed to beneficially own 4,796,920 subordinated units representing limited partner interests in the Partnership (the "Subordinated Units"), which may be converted into an equal number of Common Units upon satisfaction of the conditions described in the Registration Statement on Form S-1, as amended (File No. 333-86582), incorporated herein by reference (the "Registration Statement"). (2) Ark Land Company is the record and beneficial owner of 2,895,670 Common Units, which, based on calculations made in accordance with Rule 13d-3 of the Exchange Act and there being 11,353,658 Common Units outstanding, represents 25.5% of the outstanding Common Units. Ark Land Company also holds 4,796,920 Subordinated Units in the Partnership, which may be converted into an equal number of Common Units upon satisfaction of the conditions described in the Registration Statement. (b) The information set forth in Items 7 through 11 of the cover pages hereto is incorporated herein by reference. (c) The information set forth in Item 3 above is incorporated herein by reference. 7 (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The Common Units acquired by the Reporting Persons were acquired in a private placement and are restricted securities. Certain transfer restrictions, voting rights of the Reporting Persons and registration rights granted by the Partnership and to which the Partnership is entitled are set forth in the First Amended and Restated Agreement of Limited Partnership of the Partnership, a copy of the form of which is included as Exhibit 3.2 to the Registration Statement, which has been incorporated by reference to this Schedule 13D. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 10.1: Registration Statement on Form S-1 for Natural Resource Partners L.P. (File No. 333-86582) incorporated herein by reference. Exhibit 99.1: Joint Filing Agreement among the parties regarding filing of Schedule 13D, dated October 28, 2002. 8 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. October 28, 2002 ARCH COAL, INC. By: /s/ ROBERT G. JONES --------------------------------- Robert G. Jones Secretary 9 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. October 28, 2002 ARK LAND COMPANY By: /s/ ROBERT G. JONES --------------------------------- Robert G. Jones Assistant Secretary 10 EXHIBIT INDEX Exhibit 10.1: Registration Statement on Form S-1 for Natural Resource Partners L.P. (File No. 333-86582) incorporated herein by reference. Exhibit 99.1: Joint Filing Agreement among the parties regarding filing of Schedule 13D, dated October 28, 2002. 11 EX-99.1 3 h00710exv99w1.txt JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING STATEMENT Each of the undersigned agrees that (i) the statement on Schedule 13D relating to the Common Units representing limited partner interests in Natural Resource Partners L.P. has been adopted and filed on behalf of each of them, (ii) all future amendments to such statement on Schedule 13D will, unless written notice to the contrary is delivered as described below, be jointly filed on behalf of each of them, and (iii) the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 apply to each of them. This agreement may be terminated with respect to the obligations to jointly file future amendments to such statement on Schedule 13D as to any of the undersigned upon such person giving written notice thereof to each of the other persons signature hereto, at the principal office thereof. October 28, 2002 ARCH COAL, INC. By: /s/ ROBERT G. JONES --------------------------------- Robert G. Jones Secretary ARK LAND COMPANY By: /s/ ROBERT G. JONES --------------------------------- Robert G. Jones Assistant Secretary 12 -----END PRIVACY-ENHANCED MESSAGE-----