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: June 30, 2006
|_| 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
June 30, 2006. The inability by the Company to timely complete the preparation
of its unaudited quarterly financial statements is due, in part, to the limited
staff resources available to the Company and to the Company's transition to
liquidation accounting.
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) 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).
2
|_| Yes |X| No
The Company's Form 10-Q for the quarter ended March 31, 2006 has not
yet been filed. The Company anticipates the Form 10-Q for the quarter ended
March 31, 2006 will be filed on or about August 16, 2006.
(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.
The Company sold the majority of its remaining properties and received
a substantial settlement in an eminent domain case. As a result, the Company
anticipates a significant deviation from the financial results that the Company
reported in the corresponding period of 2005. The Company expects net income for
the second quarter of 2006 to be approximately $1,900,000, as compared to
$600,000 for the second quarter of 2005. Additionally, on May 28, 2006, the
Company filed for liquidation under Chapter 11 of the Bankruptcy Code.
Heartland Partners, L.P.
--------------------------------------------
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: August 14, 2006
HEARTLAND PARTNERS, L.P.
/s/ Lawrence S. Adelson
----------------------------
By: Lawrence S. Adelson
CMC/Heartland Partners
Holdings, Inc.,
General Partner