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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): JULY 11, 2003
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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
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On July 11, 2003, Natural Resource Partners L.P. (NYSE: NRP) closed its
previously announced acquisition of approximately 78 million tons of proven coal
reserves and an overriding royalty interest on additional coal from subsidiaries
of PinnOak Resources, LLC for $58 million. NRP will lease these reserves back to
other subsidiaries of PinnOak Resources that will mine the reserves and pay
royalties to NRP. The overriding royalty interest will be paid to NRP on third
party coal mined and processed by PinnOak Resources through its preparation
plants on these properties, which is anticipated to be at least 36 million tons.
The transaction was initially funded through the Partnership's existing credit
facility. On September 19, 2003, $50 million of the borrowings will be converted
to long term debt in connection with the Partnership's commitment to issue
additional senior notes as described in its press release dated June 20, 2003.
The properties consist of coal reserves at two separate mine complexes: the
Pinnacle mine in Pineville, West Virginia and the Oak Grove mine near
Birmingham, Alabama. PinnOak Resources produces low volatile metallurgical coal
from these longwall mines and has onsite preparation plants. Over 85% of the
current production is under contract for use primarily by the steel industry
both domestically and abroad, including approximately 35% contracted to United
States Steel Corporation and a similar amount slated for export.
PinnOak Resources, LLC is jointly owned by Benjamin M. Statler L.L.C. and
Questor Partners Funds, a private equity group. PinnOak Resources was formed for
the purpose of acquiring these assets and mines from United States Steel.
NRP has filed the press release announcing the acquisition as Exhibit 99.1 to
this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit No. Description
10.1 Purchase and Sale Agreement by and among PinnOak
Resources, LLC, Pinnacle Land Company, LLC,
Oak Grove Land Company, LLC and WPP LLC, dated
June 30, 2003
99.1 Press release dated July 14, 2003
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
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Wyatt L. Hogan
Vice President and General Counsel
Dated: July 14, 2003
EXHIBIT INDEX
Exhibit No. Description
10.1 Purchase and Sale Agreement by and among PinnOak
Resources, LLC, Pinnacle Land Company, LLC,
Oak Grove Land Company, LLC and WPP LLC, dated
June 30, 2003
99.1 Press release dated July 14, 2003