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 21, 2005
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.)
330 N. Jefferson Court, Chicago, Illinois 60661
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (312) 575-0400
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 2 - Financial Information
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard.
On April 21, 2005, Heartland Partners, L.P. (the "Company") received a letter
from the American Stock Exchange ("Amex"), dated April 20, 2004, notifying the
Company that it was not in compliance with Section 1101 of the Amex Company
Guide (and accordingly was not in compliance with the Amex continued listing
standards) because the Company had not yet filed its Annual Report on Form 10-K
for the fiscal year ended December 31, 2004 (the "2004 Annual Report") with the
Securities and Exchange Commission (the "SEC"). The letter states that the
Company has until May 2, 2005 to file the 2004 Annual Report with the SEC. If
the Company does not file the 2004 Annual Report by such date, the AMEX may
commence a continuing listing evaluation and follow-up procedures. The Company
is devoting substantial resources to complete and file the 2004 Annual Report
with the SEC as soon as reasonably possible and to restore compliance with the
AMEX continued listing standards.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
EXHIBIT DESCRIPTION
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99.1 Press Release of Heartland Partners, L.P. dated April 22, 2005
(filed herewith).
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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.
Date: April 22, 2005 By: /s/ Lawrence S. Adelson
---------------------------------
Lawrence S. Adelson
Manager of HTI Interests, LLC,
General Partner
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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99.1 Press Release of Heartland Partners, L.P. dated April 22,
2005(filed herewith).
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