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
Arch Coal, Inc.
43-0921172
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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
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER*
EACH
REPORTING 2,895,670 Common Units
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
-0-
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER*
2,895,670 Common Units
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,895,670 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)
25.5%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO/HC
--------------------------------------------------------------------------------
* Arch Coal, Inc. also may be deemed to beneficially own 4,796,920 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
Ark Land Company
43-0952128
--------------------------------------------------------------------------------
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 2,895,670 Common Units
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
-0-
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER*
2,895,670 Common Units
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,895,670 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)
25.5%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
* Ark Land Company also holds 4,796,920 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.
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ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D is being filed by Arch Coal, Inc. and
Ark Land Company (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 Person(s) Filing this Statement (the
"Reporting Persons"):
(1) Arch Coal, Inc., a corporation formed under
the laws of the State of Delaware
(2) Ark Land Company, 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 One CityPlace Drive,
Suite 300, St. Louis, Missouri 63141.
(c) Present Principal Occupation or Employment:
(1) Arch Coal, Inc. engages in the mining of
coal.
(2) Ark Land Company engages in the leasing of
royalty-producing coal properties.
Pursuant to Instruction C to Schedule 13D of the Exchange Act,
information regarding the directors and executive officers of the Reporting
Persons follows:
Board of Directors and Executive Officers of Arch Coal, Inc.
Name Business Address Position Principal Occupation/
Employment
James R. Boyd * Director Retired
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Name Business Address Position Principal Occupation/
Employment
Frank M. Burke 5500 Preston Rd. Director Chairman, CEO and Managing
Suite 315 General Partner/Burke,
Dallas, Texas 75205 Mayborn Company, Ltd.
Douglas H. Hunt 3900 Thanksgiving Tower Director Director of
1601 Elm Street Acquisitions/Petro-Hunt
Dallas, TX 75201 Corp.
Steven F. Leer * Director/President & **
CEO
James L. Parker * Director Retired
A. Michael Perry * Director Retired
Robert G. Potter * Director Retired
Theodore D. Sands 535 Fifth Ave. Director President/HAAS Capital LLC
Suite 3300
New York, NY 10017
Bradley M. Allbritten * VP - Marketing **
C. Henry Besten * Sr. VP - Strategic **
Development
John W. Eaves * Sr. VP - Marketing **
Robert G. Jones * VP - Law and General **
Counsel
Robert J. Messey * Sr. VP - Chief **
Financial Officer
David B. Peugh * VP - Business **
Development
Robert W. Shanks * VP - Operations **
Kenneth G. Woodring * Executive VP - **
Mining Operations
* The business address of the executive officers and directors listed above
is One CityPlace Drive, Suite 300, St. Louis, Missouri 63141.
** The principal occupation of the executive officers and directors listed
above is their position or positions as an executive officer and/or
director of Arch Coal, Inc. or one of its affiliates.
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Board of Directors and Executive Officers of Ark Land Company
Name Business Address Position Principal Occupation/
Employment
C. Henry Besten, Jr. * Director **
Steven E. McCurdy * Director **
David B. Peugh * Director **
Steven E. McCurdy * President **
William Scott Stewart * Vice President **
Terence L. Irons * Vice President **
James E. Florczak * Vice President & **
Treasurer
Robert J. Messey * Vice President **
Janet L. Horgan * Secretary **
Robert G. Jones * Assistant Secretary **
Susan E. Prader * Assistant Secretary **
William H. Rose * Assistant Secretary **
* The business address of the executive officers and directors listed above
is One CityPlace Drive, Suite 300, St. Louis, Missouri 63141.
** 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 Ark Land Company and, if applicable, other
affiliates of Arch Coal, Inc.
(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
Ark Land Company 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. Arch Coal, Inc. is the sole shareholder of Ark Land
Company and, as such, may be deemed to beneficially own the Common Units
acquired by Ark Land Company.
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) Arch Coal, Inc., in its capacity as the sole shareholder of Ark
Land Company, may be deemed to be the beneficial owner of 2,895,670 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
25.5% of the outstanding Common Units. Arch Coal, Inc. may also be deemed to
beneficially own 4,796,920 subordinated units representing limited partner
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) Ark Land Company is the record and beneficial owner of
2,895,670 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 25.5% of the outstanding Common Units. Ark Land Company
also holds 4,796,920 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.
(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.
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(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.
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.
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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 ARCH COAL, INC.
By: /s/ ROBERT G. JONES
---------------------------------
Robert G. Jones
Secretary
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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 ARK LAND COMPANY
By: /s/ ROBERT G. JONES
---------------------------------
Robert G. Jones
Assistant Secretary
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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.
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