UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number: 1-10520
NOTIFICATION OF LATE FILING
(Check One):
|_| Form 10-K |_| Form 11-K |_| Form 20-F |X| Form 10-Q |_| Form N-SAR
|_| Form N-CSR
For Period Ended: September 30, 2005
|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the Transition Period Ended:
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: ____________________
PART I
REGISTRANT INFORMATION
Full name of registrant: Heartland Partners, L.P.
Former name if applicable: N/A
Address of principal executive office (street and number): 53 W. Jackson Blvd.,
Suite 1150
City, state and zip code: Chicago, Illinois 60604
PART II
RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate) |X|
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense; (b) The
subject annual report, semi-annual report, transition report on Form
10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly report or
transition report on Form 10-Q, or portion thereof will be filed on or
before the fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 11-K,
20-F, 10-Q, N-SAR, N-CSR, or the transition report portion thereof, could not be
filed within the prescribed time period.
The Company is unable to file its quarterly report on Form 10-Q
without unreasonable effort or delay due to its inability to timely complete the
preparation of its unaudited financial statements for the fiscal quarter ended
September 30, 2005. As disclosed in a Current Report on Form 8-K dated December
30, 2004, the Company announced the resignation of its chief financial officer
and the engagement by the Company of an independent contractor to provide
accounting services. Further, as disclosed in a Current Report on Form 8-K dated
September 6, 2005, the Company was advised by its independent registered public
accounting firm, PricewaterhouseCoopers LLP ("PwC"), that PwC declined to stand
for reelection as the Company's independent registered public accounting firm.
The inability by the Company to timely complete the preparation of its unaudited
quarterly financial statements is due, in part, to the difficulties incurred in
making these transitions.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Larry S. Adelson (312) 834-0592
--------------------- --------------- ----------------------
(Name) (Area Code) (Telephone Number)
2
(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s).
|X| Yes | | No
(3) Is it anticipated that any significant change in results of
operations for the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
|X| Yes |_| No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
See attached press release announcing preliminary, unaudited earnings
for the fiscal quarter ended September 30, 2005.
Heartland Partners, L.P.
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(Name of Registrant as Specified in Charter
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: November 14, 2005
HEARTLAND PARTNERS, L.P.
By: CMC/HEARTLAND PARTNERS HOLDINGS, INC.,
its General Partner
By: /s/ Lawrence S. Adelson
--------------------------------------
Name: Lawrence S. Adelson
Title: Manager
3
ATTACHMENT
PRELIMINARY EARNINGS RELEASE
Heartland Partners, L.P.
53 W. Jackson Blvd., Suite 1150
Chicago, IL 60661
312-575-0400
AT HEARTLAND PARTNERS, L.P.: AT THE INVESTOR RELATIONS CO.
Lawrence Adelson
Manager of CMC/Heartland Partners Holdings, Inc.,
its general partner Brien Gately
(312) 834-0592 (847) 296-4200
HEARTLAND PARTNERS PRELIMINARY RESULTS FOR 3RD QUARTER OF 2005;
DELAY IN FILING FORM 10Q
CHICAGO, NOVEMBER 14, 2005-- Heartland Partners, L.P. (AMEX: HTL) (the
"Company") today reported preliminary unaudited results for the fiscal quarter
and nine months ended September 30, 2005. The Company also announced a delay in
the filing of its quarterly report on Form 10-Q with the Securities and Exchange
Commission while it completes its financial statements.
The Company reported a net loss for the quarter ended September 30, 2005 of
($534,000) with property sales of $490,000. The net loss will be allocated
entirely to the Class B Limited Partner in accordance with the terms of the
Company`s partnership agreement.
In comparison, operations for the quarter ended September 30, 2004, resulted in
property sales of $126,000 and net income of $971,000. After allocations to the
Class B Limited Partner and General Partner pursuant to the terms of the
Company's partnership agreement, there was net income of $0.25 per Class A Unit
for the third quarter of 2004.
For the nine months ended September 30, 2005, the Company reported a net loss of
($1,006,000) with property sales of $4,863,000 and a gain on sale of buildings
and improvements of $430,000. For the nine months ended September 30, 2004, the
Company had net income of $551,000 with property sales of $3,992,000.
The Company is in the process of attempting to sell the remainder of its real
estate assets and resolve its environmental and other liabilities. The Company
faces challenges and uncertainties as to the outcome of pending litigation, the
resolution of pending environmental claims and liabilities and has generally
experienced continued operating losses. The Company's management has taken, and
intends to take additional steps, including reducing fixed overhead, to position
the Company to deal with its current and expected financial condition. There is
no guarantee, however, that any action taken by the Company's management will be
successful.
ABOUT HEARTLAND
Heartland Partners, L.P. is a Chicago-based real estate limited partnership with
properties, primarily in the upper Midwest and northern United States. CMC
Heartland is a subsidiary of Heartland Partners, L.P. and is the successor to
the Milwaukee Road Railroad, founded in 1847.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: This release includes forward-looking statements intended to qualify for
the safe harbor from liability established by the Private Securities Litigation
Reform Act of 1995. These forward-looking statements generally can be identified
by phrases such as the company, the Company or its management "believes,"
"expects," "intends," "anticipates," "foresees," "forecasts," "estimates" or
other words or phrases of similar import. Similarly, statements in this release
that describe the Company's business strategy, outlook, objectives, plans,
intentions or goals also are forward-looking statements. All such
forward-looking statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from those in forward-looking
statements. The forward-looking statements included in this release are made
only as of the date of publication, and the Company undertakes no obligation to
update the forward-looking statements to reflect subsequent events or
circumstances.
-TABLES FOLLOW-
HEARTLAND PARTNERS, L.P.
FINANCIAL SUMMARY
(amounts in thousands, except per unit data)
(preliminary and unaudited)
Summary Condensed Consolidated Operations
For the Three Months Ended For the Nine Months Ended
September 30, September 30,
2005 2004 2005 2004
---- ---- ---- ----
Operating income (loss) $(580) $1,096 $(1,448) $ 430
Total other income
(expense) 46 (125) 442 121
Net income (loss) $(534) $ 971 $(1,006) $ 551
Net income per
Class A Unit (a) $ -- $ 0.25 $ -- $0.25
Summary Condensed Consolidated Balance Sheets
September 30, December 31,
2005 2004
---- ----
Properties, net $2,260 $ 6,416
Cash and other assets (b) 5,699 5,257
Total assets 7,959 11,673
Total liabilities (c) 3,829 6,537
Partners' capital $4,130 $ 5,136
a) Net income (loss) per Class A Unit is computed by dividing net income
(loss), allocated to the Class A limited partners, by 2,092,438 Class A
limited partner units outstanding. The net income (loss) for the three
months and nine months ended September 30, 2005 was allocated entirely
to the Class B limited partner per the terms of the partnership
agreement.
b) Cash and other assets reflect an allowance of $7.334 million and $7.234
million for amounts due from affiliate at September 30, 2005 and
December 31, 2004, respectively.
c) Total liabilities include an allowance for claims totaling $2.365
million and $4.228 million at September 30, 2005 and December 31, 2004,
respectively.