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): MAY 1, 2006
HEARTLAND PARTNERS, L.P.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-10520 36-3606475
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation or Organization) File Number) 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 3 - SECURITIES AND TRADING MARKETS
ITEM 3.01. NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE
OR STANDARD.
On May 1, 2006, Heartland Partners, L.P. (the "Company") received a letter from
the American Stock Exchange ("Amex") notifying the Company that the Company's
units will be delisted because the Company is no longer in compliance with
Section 1003(a)(iv) of the Amex Company Guide, which provides that the Amex will
normally consider suspending securities of a company which has sustained losses
which are so substantial in relation to its overall operations or its existing
financial resources, or its financial condition has become so impaired that it
appears questionable, in the opinion of the Amex, as to whether such company
will be able to continue operations and/or meet its obligations as they mature.
On April 28, 2006, the Company and its affiliates filed voluntary petitions
under the provisions of chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court, Northern District of Illinois in order to
dissolve and liquidate.
If the Company does not appeal the staff's determination to delist the Company's
units by May 8, 2006, the determination will become final. The Company does not
intent to appeal the staff's determination.
The complete text of the press release announcing the notice from the Amex
regarding delisting 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 May 2, 2006, Le Petomane XIX, Inc. transferred all of the stock of
CMC/Heartland Partners Holdings, Inc. to Larry S. Adelson for $100.
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 May 5, 2006
(furnished not filed).
2
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: May 5, 2006 By: /s/ Lawrence S. Adelson
---------------------------------------
Name: Lawrence S. Adelson
Title: President
3
EXHIBIT INDEX
EXHIBIT DESCRIPTION
------- -----------
99.1 Press Release of Heartland Partners, L.P. dated May 5, 2006
(furnished not filed).
4