SECURITIES AND EXCHANGE COMMISSION
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): June 24, 2005
NATURAL RESOURCE PARTNERS L.P.
| 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 (Address of principal executive offices) | 77002 (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 1.01. Entry into a Material Definitive Agreement.
On June 24, 2005, Natural Resource Partners L.P. entered into an amendment to its Investor Rights Agreement with FRC-WPP NRP Investment L.P. The amendment is attached to this Form 8-K as Exhibit 4.1.
Item 9.01 Financial Statements And Exhibits.
(c) Exhibits
| 4.1 | Amendment No. 1 to Investor Rights Agreement, dated June 24, 2005, by and among FRC-WPP NRP Investment L.P., Natural Resource Partners L.P., NRP (GP) LP and GP Natural Resource Partners LLC. |
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 | ||||
| Dated June 28, 2005 | Vice President and General Counsel | |||
EXHIBIT INDEX
| Exhibit No. | Description | ||
| 4.1 | Amendment No. 1 to Investor Rights Agreement, dated June 24, 2005, by and among FRC-WPP NRP Investment L.P., Natural Resource Partners L.P., NRP (GP) LP and GP Natural Resource Partners LLC. | ||