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
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Corbin J. Robertson, Jr.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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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)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas, United States
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NUMBER OF 7 SOLE VOTING POWER*
SHARES
BENEFICIALLY 50,000 Common Units
OWNED BY EACH -------------------------------------------------------
REPORTING PERSON 8 SHARED VOTING POWER**
WITH
3,275,123 Common Units
-------------------------------------------------------
9 SOLE DISPOSITIVE POWER*
50,000 Common Units
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER**
3,275,123 Common Units
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,325,123 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)
29.3%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN / HC
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* Corbin J. Robertson, Jr. may be deemed to beneficially own the 25,000
Common Units owned by the William K. Robertson 1993 Trust and the 25,000
Common Units owned by the Frances C. Robertson 1992 Management Trust in his
capacity as trustee of those trusts. See Item 3.
** See Item 3 for an explanation of how Mr. Robertson may be deemed to be the
beneficial owner of these Common Units. Mr. Robertson also may be deemed to
beneficially own 5,440,673 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
Western Pocahontas Properties Limited Partnership
76-0205573
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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
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER*
SHARES
BENEFICIALLY -0-
OWNED BY EACH -------------------------------------------------------
REPORTING PERSON 8 SHARED VOTING POWER*
WITH
3,158,166 Common Units
-------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER*
3,158,166 Common Units
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,158,166 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)
27.8%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
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* Western Pocahontas Properties Limited Partnership also holds 5,231,766
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
CUSIP No. 63900P 10 3
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Western Pocahontas Corporation
76-0204210
--------------------------------------------------------------------------------
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
Texas, United States
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER*
SHARES
BENEFICIALLY -0-
OWNED BY EACH -------------------------------------------------------
REPORTING PERSON 8 SHARED VOTING POWER*
WITH
3,158,166 Common Units
-------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER*
3,158,166 Common Units
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,158,166 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)
27.8%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO / HC
--------------------------------------------------------------------------------
* Western Pocahontas Corporation also may be deemed to beneficially own
5,231,766 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.
4
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D is being filed by Corbin J. Robertson,
Jr., Western Pocahontas Properties Limited Partnership and Western Pocahontas
Corporation (collectively, 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 Persons Filing this Statement (the "Reporting Persons"):
(1) Corbin J. Robertson, Jr., a United States citizen domiciled
in Texas.
(2) Western Pocahontas Properties Limited Partnership, a limited
partnership formed under the laws of the State of Delaware.
(3) Western Pocahontas Corporation, a corporation formed under
the laws of the State of Texas.
(b) Business Address of Reporting Persons:
(1) The principal business address of Corbin J. Robertson, Jr.
and Western Pocahontas Corporation is 601 Jefferson Street,
Suite 3600, Houston, Texas 77002.
(2) The principal business address of Western Pocahontas
Properties Limited Partnership is P.O. Box 2827, 1035 Third
Avenue, Suite 300, Huntington, West Virginia 25727.
(c) Present Principal Occupation or Principal Business:
(1) Mr. Robertson is the President and Chief Executive Officer
of Quintana Minerals Corporation, a corporation engaged in
oil and gas production, and is Chairman of the Board and
Chief Executive Officer of GP Natural Resource Partners LLC,
the general partner of the general partner of the
Partnership.
(2) Western Pocahontas Properties Limited Partnership engages in
the leasing and acquisition of royalty-producing mineral
properties.
(3) Western Pocahontas Corporation acts as the general partner
of Western Pocahontas Properties Limited Partnership.
5
Pursuant to Instruction C to Schedule 13D of the Exchange Act,
information regarding the directors and executive officers of Western Pocahontas
Corporation follows:
Board of Directors and Executive Officers of Western Pocahontas
Corporation
Principal
Occupation/
Name Business Address Position Employment
-----------------------------------------------------------------------------------------------------------
Corbin J. Robertson, Jr. 601 Jefferson St., Suite Director, Chairman of the See Item 2(c)(1)
3600, Houston, Texas Board and Chief Executive above.
77002 Officer
S. Reed Morian 300 Jackson Hill, Director Chairman and
Houston,Texas 77007 CEO of Dixie
Chemical Company
William L. Mullen Lost Tree Village Director Retired
838 Lake House Drive
North Palm Beach, FL 33408
Peter Baumann 4221 Birdview Avenue Director Retired
Malibu, CA 90265
W.W. Scott, Jr. 2606 W. Lane Drive Director Retired
Houston, TX 77027
Nick Carter * President and Chief **
Operating Officer
Dwight L. Dunlap 601 Jefferson Street, Suite Chief Financial Officer, **
3600, Houston, Texas 77002 Treasurer and Secretary
Kevin Wall * Vice President and **
Chief Engineer
Kenneth Hudson * Controller **
* The business address of the executive officers and directors listed above
is P.O. Box 2827, 1035 Third Avenue, Suite 300, Huntington, West Virginia
25727.
** The principal occupation of the executive officers and directors listed
above is their position or positions as an executive officer and/or
director of GP Natural Resource Partners LLC, the general partner of the
general partner of the Partnership and, if applicable, other affiliates of
the Partnership.
(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.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Western Pocahontas Properties Limited Partnership 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. Western Pocahontas
Corporation holds the general partner interest in Western Pocahontas Properties
Limited Partnership and, as such, may be deemed to beneficially own the Common
Units acquired by that entity. Corbin J. Robertson, Jr. is the controlling
shareholder of both Western Pocahontas Corporation and GNP Management
Corporation and, as such, may be deemed to beneficially own the Common Units
acquired by Western Pocahontas Properties Limited Partnership. In addition, Mr.
Robertson may be deemed to beneficially own the Common Units acquired by New
Gauley Coal Corporation by virtue of his interest therein. New Gauley Coal
Corporation acquired beneficial ownership of 116,957 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.
On October 17, 2002, Corbin J. Robertson purchased 25,000 Common Units
in his capacity as trustee of the William K. Robertson 1993 Trust and 25,000
Common Units in his capacity as trustee of the Frances C. Robertson 1992
Management Trust. These 50,000 Common Units were purchased at $20.00 per Common
Unit from Lehman Brothers Inc. through the Directed Units Program, as described
in the Registration Statement.
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) Corbin J. Robertson, Jr., in his capacity as the controlling
shareholder of both Western Pocahontas Corporation, the general partner of
Western Pocahontas Properties Limited Partnership, in his capacity as a
shareholder of New Gauley Coal Corporation and in his capacity as trustee of the
William K. Robertson 1993 Trust and the Frances C. Robertson 1992 Management
Trust, may be deemed to be the beneficial owner of 3,325,123 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 29.3% of the
outstanding Common Units. Mr. Robertson may also be deemed to beneficially own
5,440,673 subordinated units representing limited partner
7
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) Western Pocahontas Properties Limited Partnership is the record
and beneficial owner of 3,158,166 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 27.8% of the outstanding Common
Units. Western Pocahontas Properties Limited Partnership also holds 5,231,766
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.
(3) Western Pocahontas Corporation, in its capacity as the general
partner of Western Pocahontas Properties Limited Partnership, may, pursuant to
Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of
3,158,166 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 27.8% of the outstanding Common Units. Western
Pocahontas Corporation may also be deemed to be the beneficial owner of the
5,231,766 Subordinated Units described in (2) above.
(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.
(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.
The Common Units owned by Western Pocahontas Properties Limited
Partnership are pledged to The Travelers Insurance Company under the Collateral
Assignment and Pledge of Partnership Interests dated as of October 17, 2002
between Western Pocahontas Properties Limited Partnership and The Travelers
Insurance Company.
8
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.
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 CORBIN J. ROBERTSON, JR.
By: /s/ CORBIN J. ROBERTSON, JR.
------------------------------------
Corbin J. Robertson, Jr.
10
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 WESTERN POCAHONTAS PROPERTIES
LIMITED PARTNERSHIP
By: Western Pocahontas Corporation,
Its General Partner
By: /s/ CORBIN J. ROBERTSON, JR.
------------------------------------
Corbin J. Robertson, Jr.
Chief Executive Officer
11
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 WESTERN POCAHONTAS CORPORATION
By: /s/ CORBIN J. ROBERTSON, JR.
------------------------------------
Corbin J. Robertson, Jr.
Chief Executive Officer
12
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.
13