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): JANUARY 24, 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)) --------------------- ITEM 7.01. REGULATION FD DISCLOSURE. On January 24, 2006, Heartland Partners, L.P. (the "Company") issued a press release announcing that CMC Heartland Partners has reached a proposed settlement in its appeal of a condemnation award by the Redevelopment Authority of the City of Milwaukee ("RACM"). It is subject to formal approval by RACM's Board of Commissioners. The complete text of the press release is attached as an exhibit to this current report on Form 8-K. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits EXHIBIT DESCRIPTION 99.1 Press Release of Heartland Partners, L.P. dated January 24, 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: January 24, 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 January 24, 2006 (furnished not filed). 4