UNITED STATES 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 / Subordinated Units (Title of Class of Securities) |
Common: 63900P 10 3 / Subordinated: 63900P 50 9 |
Wyatt L. Hogan GP Natural Resource Partners LLC 601 Jefferson Street, Suite 3600 Houston, TX 77002 713-751-7507 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
November 14, 2007 (Date of Event which Requires Filling of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ·· 240.13d-1(e), 240.13d-1 (f) or 240.13d-1(g), check the following box. ( ) |
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See · 240.13d-7 for other parties to whom copies are to be sent. |
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). |
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SCHEDULE 13D | ||||
CUSIP No. Common: 63900P 10 3 / Subordinated: 63900P 50 9 | ||||
1. | Names of Reporting Persons. Corbin J. Robertson, Jr. I.R.S. Identification No. ###-##-#### |
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2. | Check the Appropriate Box if a Member of a Group*
(a.) ( X ) (b.) ( ) |
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3. | SEC USE ONLY | |||
4. | Source of Funds* |
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5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to items 2(d) or 2(e) ( ) | |||
6. |
Citizenship or Place of Organization |
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Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power 139,060 Common Units; 0 Subordinated Units (1) |
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8. | Shared Voting Power 17,981,424 Common Units; 0 Subordinated Units (2) |
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9. | Sole Dispositive Power 139,060 Common Units; 0 Subordinated Units |
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10. | Shared Dispositive Power 17,981,424 Common Units; 0 Subordinated Units |
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11. | Aggregate Amount Beneficially Owned by Each Reporting Person 18,120,484 Common Units; 0 Subordinated Units |
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12. | Check if the Aggregate Amount Represented by
Amount in Row (11) Excludes Certain Shares (See Instructions) ( ) |
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13. |
Percent of Class Represented by Amount in Row (11) |
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14. | Type of Reporting Person |
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(1) Corbin J. Robertson, Jr. may be deemed to beneficially own 139,060 Common Units owned by the William K. Robertson 1993 trust, in his capacity as trustee of the trust. See Item 3. (2) All of the remaining Subordinated Units were 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. See Item 3 for an explanation of how Mr. Robertson may be deemed to be the beneficial owner of these Common Units. The Partnership no longer has any outstanding Subordinated Units. | ||||
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SCHEDULE 13D | ||||
CUSIP No. Common: 63900P 10 3 / Subordinated: 63900P 50 9 | ||||
1. | Names of Reporting Persons. Western Pocahontas Properties Limited Partnership I.R.S. Identification No. 76-0205573 |
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2. | Check the Appropriate Box if a Member of a Group*
(a.) ( X ) (b.) ( ) |
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3. | SEC USE ONLY | |||
4. | Source of Funds* |
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5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to items 2(d) or 2(e) ( ) | |||
6. |
Citizenship or Place of Organization |
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Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power 0 Common Units; 0 Subordinated Units |
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8. | Shared Voting Power 17,279,860 Common Units; 0 Subordinated Units (1) |
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9. | Sole Dispositive Power 0 Common Units; 0 Subordinated Units |
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10. | Shared Dispositive Power 17,279,860 Common Units; 0 Subordinated Units |
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11. | Aggregate Amount Beneficially Owned by Each Reporting Person 17,279,860 Common Units; 0 Subordinated Units |
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12. | Check if the Aggregate Amount Represented by
Amount in Row (11) Excludes Certain Shares (See Instructions) ( ) |
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13. |
Percent of Class Represented by Amount in Row (11) |
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14. | Type of Reporting Person |
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(1) All of the remaining Subordinated Units were 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. The Partnership no longer has any outstanding Subordinated Units. | ||||
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SCHEDULE 13D | ||||
CUSIP No. Common: 63900P 10 3 / Subordinated: 63900P 50 9 | ||||
1. | Names of Reporting Persons. Western Pocahontas Corporation I.R.S. Identification No. 76-0204210 |
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2. | Check the Appropriate Box if a Member of a Group*
(a.) ( X ) (b.) ( ) |
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3. | SEC USE ONLY | |||
4. | Source of Funds* |
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5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to items 2(d) or 2(e) ( ) | |||
6. |
Citizenship or Place of Organization |
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Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power 0 Common Units; 0 Subordinated Units |
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8. | Shared Voting Power 17,279,860 Common Units; 0 Subordinated Units (1) |
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9. | Sole Dispositive Power 0 Common Units; 0 Subordinated Units |
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10. | Shared Dispositive Power 17,279,860 Common Units; 0 Subordinated Units |
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11. | Aggregate Amount Beneficially Owned by Each Reporting Person 17,279,860 Common Units; 0 Subordinated Units |
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12. | Check if the Aggregate Amount Represented by
Amount in Row (11) Excludes Certain Shares (See Instructions) ( ) |
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13. |
Percent of Class Represented by Amount in Row (11) |
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14. | Type of Reporting Person |
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(1) All of the remaining Subordinated Units were 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. The Partnership no longer has any outstanding Subordinated Units. | ||||
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Item 1. Security and Issuer | ||||
Item 2. Identity and Background. | ||||
(a) |
Name: (1) Corbin J. Robertson, Jr.
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(b) |
Residence or business address: (1) The principal business address and principal office address of Corbin J. Robertson, Jr. and Western Pocahontas Corporation is 601 Jefferson Street, Suite 3600, Houston, Texas 77002.
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(c) |
Present Principal Occupation or Employment: (1) Mr. Robertson is the President and Chief Executive Officer of Quintana Minerals Corporation, a corporation engaged in oil and gas production, and is Chairman of the Board and Chief Executive Officer of GP Natural Resource Partners LLC, which acts as the general partner of the general partner of the Partnership.
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(d) |
Criminal Conviction: 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). |
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(e) |
Court or Administrative Proceedings: 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 states securities laws or finding any violations with respect to such laws. |
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(f) |
Citizenship: Each of the natural persons identified in this item 2 is a U.S. citizen. | |||
Item 3. Source and Amount of Funds or Other Consideration: | ||||
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. | |
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(a) |
The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer; |
Not applicable. | |
(b) |
An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; |
Not applicable. | |
(c) |
A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries; |
Not applicable. | |
(d) |
Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; |
Not applicable. | |
(e) |
Any material change in the present capitalization or dividend policy of the issuer; |
Not applicable. | |
(f) |
Any other material change in the issuer's business or corporate structure including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940; |
Not applicable. | |
(g) |
Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; |
Not applicable. | |
(h) |
Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; |
Not applicable. | |
(i) |
A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or |
Not applicable. | |
(j) |
Any action similar to any of those enumerated above. |
Not applicable. |
Item 5. Interest in Securities of the Issuer. | ||||
(a) |
Corbin J. Robertson, Jr., in his capacity as the controlling shareholder of Western Pocahontas Corporation, the general partner of Western Pocahontas Properties Limited Partnership, in his capacity as a shareholder of New Gauley Coal Corporation, in his capactiy as trustee of the William K. Robertson 1993 Managmeent Trust (the "WKR Trust"), and in his capacity as the spouse of Barbara Robertson, may be deemed to be the beneficial owner of 18,120,484 Common Units. These holdings represent 27.92% of all outstanding Common Units. Pursuant to Rule 13d-4 under the Exchange Act, Mr. Robertson disclaims the beneficial ownership of the Common Units reported in this Item 5(a)(1).
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(b) |
The information set forth in Items 7 through 11 of the cover pages hereto is incorporated herein by reference. The members of the board of directors of Western Pocahontas Corporation, who are identified in Item 2 hereof, share the power to vote or to direct the vote, and to dispose or to direct the dispostiion of, the Common Units owned by Western Pocahontas Properties Limited Partnership, subject to certain exceptions. |
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(c) |
On November 14, 2007, all of the then outstanding Subordinated Units converted into Common Units, due to the satisfaction of the conditions described in the Registration Statement. Other than this conversion, neither Mr. Robertson, Western Pocahontas Properties Limited Partnership nor Western Pocahontas Corporation has effected transactions in the Common Units or the Subordinated Units in the past sixty days. |
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Transaction |
Shares or Units |
Price per |
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(d) |
Not applicable. |
(e) |
Not applicable. |
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer. | |
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Item 7. Material to be Filed as Exhibits. | |
Signature | ||||
Date: November 21, 2007 | ||||
Corbin J. Robertson, Jr. |
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By: | /s/ Corbin J. Robertson, Jr. Corbin J. Robertson, Jr. |
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WESTERN POCAHONTAS PROPERTIES LIMITED PARTNERSHIP; By: Western Pocahontas Corporation, its general partner |
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By: | /s/ Corbin J. Robertson, Jr. Corbin J. Robertson, Jr. |
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Title: | Chief Executive Officer | |||
WESTERN POCAHONTAS CORPORATION |
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By: | /s/ Corbin J. Robertson, Jr. Corbin J. Robertson, Jr. |
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Title: | Chief Executive Officer |
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