================================================================================ 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): MARCH 16, 2004 -------------------- NATURAL RESOURCE PARTNERS L.P. (Exact name of registrant as specified in its charter) DELAWARE 001-31465 35-2164875 (State or other jurisdiction (Commission File (I.R.S. Employer of incorporation or organization) Number) 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 ================================================================================ ITEM 5. OTHER EVENTS. Natural Resource Partners has filed a press release announcing the closing of its public offering of 5,250,000 common units and the resignation of David B. Peugh from its Board of Directors as Exhibit 99.1 to this Form 8-K. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. Exhibit No. Description ----------- ----------- 99.1 Press release dated March 16, 2004 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. NATURAL RESOURCE PARTNERS L.P. (Registrant) By: NRP (GP) LP its General Partner By: GP Natural Resource Partners LLC its General Partner /s/ Wyatt L. Hogan ----------------------------------- Wyatt L. Hogan Vice President and General Counsel Dated: March 16, 2004 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Press release dated March 16, 2004