-----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, HP2I2VcLrirVLuodbraGD/TVJ2fz20QxgSwsjvpbrbOWFLxsJJSpQHv6SujvsZNr qzj6lubmABIqhnNdaOAZIw== 0000950129-02-004761.txt : 20020927 0000950129-02-004761.hdr.sgml : 20020927 20020927164723 ACCESSION NUMBER: 0000950129-02-004761 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020927 FILER: 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: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-31465 FILM NUMBER: 02775082 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 8-A12B 1 h97905e8va12b.txt NATURAL RESOURCE PARTNERS L.P. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 NATURAL RESOURCE PARTNERS L.P. (Exact Name of Registrant as Specified in its Charter) DELAWARE 35-2164875 (State of Incorporation or Organization) (IRS Employer Identification No.) 601 JEFFERSON, SUITE 3600 HOUSTON, TEXAS 77002 (Address of Principal Executive Offices and Zip Code) If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [X] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [ ] Securities Act registration statement file number to which this form relates: 333-86582. Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name Of Each Exchange On Which To Be So Registered Each Class Is To Be Registered ------------------- ------------------------------ Common units representing limited partnership interests New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: None (Title of Class) INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. The class of securities to be registered hereby are the common units representing limited partnership interests (the "Common Units"), of Natural Resource Partners L.P., a Delaware limited partnership (the "Company"). A description of the Company's Common Units will be set forth under the captions "Cash Distribution Policy," "Description of Common Units," "The Partnership Agreement" and "Material Tax Consequences" in the prospectus to be filed by the Company pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which prospectus will constitute a part of the Company's Registration Statement on Form S-1 (Registration No. 333-86582), as amended, (the "Form S-1 Registration Statement"), initially filed with the Securities and Exchange Commission on April 19, 2002. Such prospectus, in the form in which it is so filed, shall be deemed to be incorporated herein by reference. ITEM 2. EXHIBITS. The following exhibits to this Registration Statement on Form 8-A are incorporated by reference to the documents specified, which have been filed with the Securities and Exchange Commission.
Exhibit No. Description ----------- ----------- 1. Company's Form S-1 Registration Statement, (Registration No. 333-86582), as filed with the Securities and Exchange Commission on April 19, 2002 -- incorporated herein by reference. 2. Certificate of Limited Partnership of the Registrant -- incorporated herein by reference to Exhibit 3.1 to the Form S-1 Registration Statement. 3. Form of First Amended and Restated Agreement of Limited Partnership of the Registrant -- incorporated herein by reference to Exhibit 3.2 to the Form S-1 Registration Statement.
2 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. NATURAL RESOURCE PARTNERS L.P. By: NRP (GP) LP Its General Partner By: GP Natural Resource Partners LLC Its General Partner Date: September 27, 2002 By: /s/ DWIGHT L. DUNLAP ----------------------------------- Name: Dwight L. Dunlap Title: Chief Financial Officer 3 -----END PRIVACY-ENHANCED MESSAGE-----