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: March 31, 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 West 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. (Attach extra sheets if needed.)
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
March 31, 2005. As disclosed in a Current Report on Form 8-K filed with the
Securities and Exchange Commission on 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. 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
this transition and in the resulting delay in the completion of the Company's
2004 audited financial statements and annual report on Form 10-K.
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)
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(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 March 31, 2005.
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: May 16, 2005
HEARTLAND PARTNERS, L.P.
/s/ Lawrence S. Adelson
--------------------------------------
By: Lawrence S. Adelson
Manager of HTI Interests, LLC,
General Partner
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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
Chief Executive Officer Brien Gately
(312) 834-0592 (847) 296-4200
FOR IMMEDIATE RELEASE
HEARTLAND PARTNERS PRELIMINARY RESULTS FOR
1ST QUARTER OF 2005; DELAY IN FILING FORM 10Q
CHICAGO, MAY 16, 2005--Heartland Partners, L.P. (AMEX: HTL) (the "Company")
today reported preliminary unaudited results for the fiscal quarter ended March
31, 2005. The Company also announced that it will file a Form 12b-25 with the
Securities and Exchange Commission for an extension for its quarterly report on
Form 10-Q while it completes its financial statements. Results are expected
within the 10-day period.
The Company reported a net loss of ($1,087,000) and property sales of $4,203,000
for the quarter ended March 31, 2005. The net loss will be allocated entirely to
the Class B Unit in accordance with the terms of the Company`s partnership
agreement.
In comparison, operations for the quarter ended March 31, 2004, resulted in
property sales of $3,115,000 and net income of $937,000. After allocations to
the Class B Unit and General Partner pursuant to the terms of the Company's
partnership agreement, there was net income of $0.42 per Class A Unit for the
first quarter of 2004.
The primary difference in operating results for the first quarter of 2005
compared to the first quarter of 2004 was a lower gross profit on property
sales. Gross profit on property sales decreased by $2,120,000 to $251,000 for
the first quarter of 2005 compared to $2,371,000 for the first quarter of 2004.
Property sales in the first quarter of 2005 consisted primarily of the
$4,200,000 sale of Heartland's Kinzie Station Phase II property.
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 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.
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ABOUT HEARTLAND
Heartland Partners, L.P. is a Chicago-based real estate limited partnership with
properties in 9 states, 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-
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HEARTLAND PARTNERS, L.P.
FINANCIAL SUMMARY
(amounts in thousands, except per unit data)
(preliminary and unaudited)
Summary Condensed Consolidated Operations
Quarter Ended
March 31,
2005 2004
---------------- ----------------
Operating (loss) income $ (1,095) $ 630
Total other income 8 307
---------------- ----------------
Net (loss) income $ (1,087) $ 937
---------------- ----------------
Net (loss) income per
Class A Unit (a) $ -- $ 0.42
---------------- ----------------
Summary Condensed Consolidated Balance Sheets
March 31, December 31,
2005 2004
---------------- ----------------
Properties, net $ 2,846 $ 6,416
Cash and other assets(b) 7,686 5,257
---------------- ----------------
Total assets 10,532 11,673
Total liabilities (c) 6,483 6,537
---------------- ----------------
Partners' capital $ 4,049 $ 5,136
---------------- ----------------
a)Net (loss) income per Class A Unit is computed by dividing net (loss)
income, allocated to the Class A limited partners, by 2,092,438 Class A
limited partner units outstanding. The loss for the quarter ended March
31, 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 $7.224
million for amounts due from affiliate at March 31, 2005 and December 31,
2004, respectively.
c)Total liabilities include an allowance for claims totaling $3.67 million
and $4.228 million at March 31, 2005 and December 31, 2004, respectively.
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