------------------------------
THIS DOCUMENT IS A COPY OF THE SCHEDULE 13D FILED ON OCTOBER 28, 2002
PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION.
------------------------------
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
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Great Northern Properties Limited Partnership
76-0380610
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER*
EACH
REPORTING 607,362 Common Units
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
-0-
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER*
607,362 Common Units
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
607,362 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)
5.4%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
* Great Northern Properties Limited Partnership also holds 1,116,065
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
GNP Management Corporation
76-0385099
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER*
EACH
REPORTING 607,362 Common Units
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
-0-
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER*
607,362 Common Units
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
607,362 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)
5.4%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN/HC
--------------------------------------------------------------------------------
* GNP Management Corporation also may be deemed to beneficially own 1,116,065
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
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D is being filed by Great Northern
Properties Limited Partnership and GNP Management Corporation (together, 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) Great Northern Properties Limited Partnership, a limited
partnership formed under the laws of the State of Delaware.
(2) GNP Management Corporation, a corporation formed under the
laws of the State of Delaware.
(b) Business Address of Reporting Persons:
(1) The principal business address of the Reporting Persons is
P.O. Box 2827, 1035 Third Avenue, Suite 300, Huntington, West
Virginia 25727.
(c) Present Principal Occupation or Principal Business:
(1) Great Northern Properties Limited Partnership engages in the
leasing and acquisition of royalty-producing mineral
properties.
(2) GNP Management Corporation acts as the general partner of
Great Northern Properties Limited Partnership.
4
Pursuant to Instruction C to Schedule 13D of the Exchange Act,
information regarding the directors and executive officers of GNP Management
Corporation follows:
Board of Directors and Executive Officers of GNP Management Corporation
-----------------------------------------------------------------------
Principal
Occupation/
Name Business Address Position Employment
------------------------------------------------------------------------------------------------------------------
Corbin J. Robertson, Jr. 601 Jefferson St., Suite Director, Chairman of the Board President and Chief
3600, Houston, Texas 77002 and Chief Executive Officer Executive Officer,
Quintana Minerals
Corporation and
Chairman of the Board
and Chief Executive
Officer, GP Natural
Resource Partners LLC
S. Reed Morian 300 Jackson Hill, Director Chairman and CEO of
Houston, Texas 77007 Dixie Chemical
Company
Ralph E. Bailey American Bailey Director Chairman, American
Financial Centre Bailey
695 East Main Street
Stamford, CT 06901
Jerry Vaninetti * President **
Dwight L. Dunlap 601 Jefferson St., 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.
** Unless otherwise noted, 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, as an executive officer
and/or director of GNP Management Corporation 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.
5
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Great Northern 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. GNP Management
Corporation owns the general partner interest in Great Northern Properties
Limited Partnership and, as such, may be deemed to beneficially own the Common
Units acquired by that entity.
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) Great Northern Properties Limited Partnership is the record and
beneficial owner of 607,362 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 5.4% of the outstanding Common Units. Great
Northern Properties Limited Partnership also holds 1,116,065 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.
(2) GNP Management Corporation, in its capacity as general partner
of Great Northern Properties Limited Partnership, may, pursuant to Rule 13d-3 of
the Exchange Act, be deemed to be the beneficial owner of 607,362 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 5.4% of the
outstanding Common Units. GNP Management Corporation may also be deemed to be
the beneficial owner of the 1,116,065 Subordinated Units described in (1) 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
6
(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 Great Northern Properties Limited Partnership
are pledged to PNC Bank under the Pledge Agreement (NRP Interests) dated as of
October 17, 2002 between Great Northern Properties Limited Partnership and PNC
Bank, National Association.
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.
7
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 GREAT NORTHERN PROPERTIES LIMITED PARTNERSHIP
By: GNP Management Corporation,
Its General Partner
By: /s/ CORBIN J. ROBERTSON, JR.
------------------------------------------
Corbin J. Robertson, Jr.
Chief Executive Officer
8
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 GNP MANAGEMENT CORPORATION
By: /s/ CORBIN J. ROBERTSON, JR.
---------------------------------------
Corbin J. Robertson, Jr.
Chief Executive Officer
9
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.
10