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
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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
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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.
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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
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Name: Dwight L. Dunlap
Title: Chief Financial Officer
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