UNITED STATES
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): April 20, 2006
Heartland Partners, L.P.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-10520 36-3606475
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation or Organization) Identification No.)
53 W. Jackson Blvd., Suite 1150 Chicago, Illinois 60604
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (312) 834-0592
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[_] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
_____________________
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.03. BANKRUPTCY OR RECEIVERSHIP.
Heartland Partners, L.P. (the "Company") and its affiliates are planning on
dissolving and liquidating by filing, in the near future, voluntary petitions
under the provisions of chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court, Northern District of Illinois. The Company and
its affiliates anticipate being "debtors-in-possession" under the jurisdiction
of the bankruptcy court and in accordance with the applicable provisions of the
Bankruptcy Code and the orders of the bankruptcy court.
The complete text of the press release announcing the anticipated dissolution
and liquidation by filing bankruptcy is attached as Exhibit 99.1 to this current
report on Form 8-K.
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.01. CHANGES IN CONTROL OF REGISTRANT.
On April 20, 2006, Lawrence S. Adelson, Richard P. Brandstatter, Thomas F. Power
and George Lightbourn transferred all of the stock of CMC/Heartland Partners
Holdings, Inc. to Le Petomane XIX, Inc. for $100.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
On April 20, 2006, Richard P. Brandstatter, Thomas F. Power and George
Lightbourn resigned as directors of CMC/Heartland Partners Holdings, Inc.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
EXHIBIT DESCRIPTION
99.1 Press Release of Heartland Partners, L.P. dated April 26, 2006
(furnished not filed).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HEARTLAND PARTNERS, L.P.
By: CMC/HEARTLAND PARTNERS HOLDINGS, INC.,
its General Partner
Date: April 26, 2006 By: /s/ Lawrence S. Adelson
-----------------------------------------
Name: Lawrence S. Adelson
Title: President
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Press Release of Heartland Partners, L.P. dated April 26, 2006
(furnished not filed).
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