================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- 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): JANUARY 8, 2004 -------------------- 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 ================================================================================ Item 7. Financial Statements And Exhibits. Exhibit No. Description ----------- ----------- 99.1 Press release dated January 8, 2004 Item 9 and 12. Regulation FD; Results Of Operations And Financial Condition. In accordance with General Instructions B.2. and B.6 of Form 8-K, the following information and the exhibit referenced therein are being furnished under Item 9 and Item 12 of Form 8-K and are not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, are not subject to the liabilities of that section and are not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended. On January 8, 2004, Natural Resource Partners L.P. announced via press release its guidance for 2004. A copy of the press release is attached hereto as Exhibit 99.1. 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 ------------------------------------ Wyatt L. Hogan Vice President and General Counsel Dated: January 8, 2004 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Press release dated January 8, 2004