SECURITIES AND EXCHANGE COMMISSION
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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): December 8, 2004
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NATURAL RESOURCE PARTNERS L.P.
| Delaware (State or other jurisdiction of incorporation or organization) |
001-31465 (Commission File Number) |
35-2164875 (I.R.S. Employer 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. | ||||||||
| ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS | ||||||||
| SIGNATURES | ||||||||
| 2nd Amend. to Long-Term Incentive Plan | ||||||||
Item 1.01. Entry into a Material Definitive Agreement.
On December 8, 2004, the Compensation, Nominating and Governance Committee of GP Natural Resource Partners LLC, the general partner of the general partner of Natural Resource Partners L.P., amended the Natural Resource Partners Long-Term Incentive Plan (the “LTIP”) to change the way in which the cash awards payable upon the vesting of phantom units under the LTIP are calculated. The amendment is attached to this Form 8-K as Exhibit 10.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
| 10.1 | Second Amendment to the Natural Resource Partners Long-Term Incentive Plan (as Amended and Restated). |
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) |
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| By: NRP (GP) LP its General Partner |
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| By: GP Natural Resource Partners LLC | ||
| its General Partner | ||
| /s/ Wyatt L. Hogan | ||
| Wyatt L. Hogan Vice President and General Counsel |
Dated: December 13, 2004
EXHIBIT INDEX
| Exhibit No. |
Description |
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10.1
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Second Amendment to the Natural Resource Partners Long-Term Incentive Plan (as Amended and Restated). |