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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): August 4, 2005
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
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(Commission File
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(I.R.S. Employer |
| of incorporation or organization)
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Number)
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Identification No.) |
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| 601 Jefferson, Suite 3600 |
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| Houston, Texas
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77002 |
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(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:
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))
Item 7.01. Regulation FD Disclosure.
In accordance with General Instructions B.2. and B.6 of Form 8-K, the following information
and the exhibit referenced therein are being furnished under Item 7.01 of Form 8-K and are not
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, are
not subject to the liabilities of that section and are not deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended.
On August 4, 2005, Natural Resource Partners L.P. issued a press release announcing the
initial public offering of its subordinated units that are held by FRC-WPP NRP Investment L.P. The
press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
99.1 Natural Resource Partners L.P. press release dated as of August 4, 2005.
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. |
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(Registrant) |
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By:
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NRP (GP) LP |
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its General Partner |
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By:
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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 |
Dated: August 4, 2005
EXHIBIT INDEX
99.1 Natural Resource Partners L.P. press release dated as of August 4, 2005.