ODYSSEY PARTNERS LP
SC 13D/A, 1996-12-31
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13D

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO. 3 )*

                            HEARTLAND PARTNERS, L.P.
- --------------------------------------------------------------------------------
                                (NAME OF ISSUER)

            UNITS REPRESENTING CLASS A LIMITED PARTNERSHIP INTERESTS
- --------------------------------------------------------------------------------
                         (TITLE OF CLASS OF SECURITIES)

                                    422357103
- --------------------------------------------------------------------------------
                                 (CUSIP NUMBER)

        LAWRENCE LEVITT, CHIEF FINANCIAL OFFICER, ODYSSEY PARTNERS, L.P.
            31 WEST 52ND STREET, NEW YORK, N.Y. 10019 (212) 708-0600
- --------------------------------------------------------------------------------
      (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
                          NOTICES AND COMMUNICATIONS)

                                DECEMBER 23, 1996
- --------------------------------------------------------------------------------
             (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)


IF THE FILING PERSON HAS PREVIOUSLY FILED A STATEMENT ON SCHEDULE 13G TO REPORT
THE ACQUISITION WHICH IS THE SUBJECT OF THIS SCHEDULE 13D, AND IS FILING THIS
SCHEDULE BECAUSE OF RULE 13D-1(B)(3) OR (4), CHECK THE FOLLOWING BOX [ ].

NOTE: SIX COPIES OF THIS STATEMENT, INCLUDING ALL EXHIBITS, SHOULD BE FILED WITH
THE COMMISSION. SEE RULE 13D-1(A) FOR OTHER PARTIES TO WHOM COPIES ARE TO BE
SENT.

*THE REMAINDER OF THIS COVER PAGE SHALL BE FILLED OUT FOR A REPORTING PERSON'S
INITIAL FILING ON THIS FORM WITH RESPECT TO THE SUBJECT CLASS OF SECURITIES, AND
FOR ANY SUBSEQUENT AMENDMENT CONTAINING INFORMATION WHICH WOULD ALTER
DISCLOSURES PROVIDED IN A PRIOR COVER PAGE.

THE INFORMATION REQUIRED ON THE REMAINDER OF THIS COVER SHALL NOT BE DEEMED TO
BE "FILED" FOR THE PURPOSE OF SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934
(THE "ACT") OR OTHERWISE SUBJECT TO THE LIABILITIES OF THAT SECTION OF THE ACT
BUT SHALL BE SUBJECT TO ALL OTHER PROVISIONS OF THE ACT (HOWEVER, SEE THE
NOTES).

                                  Page 1 of 14

<PAGE>

                                  SCHEDULE 13D


CUSIP NO.  422357103                                          PAGE 2 OF 14 PAGES


       1         NAME OF REPORTING PERSON
                 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                         Odyssey Partners, L.P.

       2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP        (a) [X]

                                                                         (b) [_]

       3         SEC USE ONLY


       4         SOURCE OF FUNDS

                 Not Applicable

       5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED 
                 PURSUANT TO ITEMS 2(d) or 2(e)                              [_]

       6         CITIZENSHIP OR PLACE OF ORGANIZATION

                         Delaware

   NUMBER OF           7        SOLE VOTING POWER
     SHARES                     29,750 Units
  BENEFICIALLY
    OWNED BY           8        SHARED VOTING POWER       
      EACH                      -0-                       
   REPORTING                                             
     PERSON            9        SOLE DISPOSITIVE POWER    
      WITH                      29,750 Units              
                                                         
                      10        SHARED DISPOSITIVE POWER   
                                -0-                        
   
       11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                 29,750 Units
                                                           
       12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES 
                 CERTAIN SHARES                                              [_]

       13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                 1.4%

       14        TYPE OF REPORTING PERSON

                 PN

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


                                  Page 2 of 14

<PAGE>




                                  SCHEDULE 13D


CUSIP NO.  422357103                                          PAGE 3 OF 14 PAGES
                                                                          

       1         NAME OF REPORTING PERSON
                 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                                Leon Levy
                                                                           
       2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP        (a) [X]

                                                                         (b) [_]
                           
       3         SEC USE ONLY


       4         SOURCE OF FUNDS
                 Not Applicable

       5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED 
                 PURSUANT TO ITEMS 2(d) or 2(e)                              [_]

       6         CITIZENSHIP OR PLACE OF ORGANIZATION

                         United States

   NUMBER OF           7        SOLE VOTING POWER
     SHARES                     12,700 Units
  BENEFICIALLY
    OWNED BY           8        SHARED VOTING POWER      
      EACH                      -0-                      
   REPORTING                                              
     PERSON            9        SOLE DISPOSITIVE POWER   
      WITH                      12,700 Units             
                                                          
                      10        SHARED DISPOSITIVE POWER 
                                -0-                      

       11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                 12,700 units

       12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES 
                 CERTAIN SHARES                                              [X]

                 (See Item 5)

       13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                 0.6%

       14        TYPE OF REPORTING PERSON

                 IN


                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


                                  Page 3 of 14

<PAGE>

                                  SCHEDULE 13D


CUSIP NO.  422357103                                          PAGE 4 OF 14 PAGES

       1         NAME OF REPORTING PERSON
                 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                         ZILKHA & SONS, INC.

       2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP        (A) [X]

                                                                         (B) [_]

       3         SEC USE ONLY


       4         SOURCE OF FUNDS
                 NOT APPLICABLE

       5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED 
                 PURSUANT TO ITEMS 2(D) OR 2(E)                              [_]

       6         CITIZENSHIP OR PLACE OF ORGANIZATION

                         NEW YORK
 
   NUMBER OF           7        SOLE VOTING POWER
     SHARES                     24,500 UNITS
  BENEFICIALLY
    OWNED BY           8        SHARED VOTING POWER        
      EACH                      NONE                       
   REPORTING                                              
     PERSON            9        SOLE DISPOSITIVE POWER     
      WITH                      24,500 UNITS               
                                                           
                      10        SHARED DISPOSITIVE POWER    
                                NONE                       

       11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                 24,500 UNITS
                                  
       12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
                 CERTAIN SHARES                                              [_]

       13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                 1.1%

       14        TYPE OF REPORTING PERSON

                 CO


                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


                                  Page 4 of 14

<PAGE>
                                  SCHEDULE 13D


CUSIP NO.  422357103                                          PAGE 5 OF 14 PAGES


       1         NAME OF REPORTING PERSON
                 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                         Jack Nash
                                                           
       2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP        (a) [X]
                                                                         (b) [_]

       3         SEC USE ONLY


       4         SOURCE OF FUNDS
                 Not Applicable

       5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED 
                 PURSUANT TO ITEMS 2(d) or 2 (e)                             [_]

       6         CITIZENSHIP OR PLACE OF ORGANIZATION

                         United States

   NUMBER OF           7        SOLE VOTING POWER
     SHARES                     20,000 Units
  BENEFICIALLY
    OWNED BY           8        SHARED VOTING POWER     
      EACH                      -0-                     
   REPORTING                                            
     PERSON            9        SOLE DISPOSITIVE POWER  
      WITH                      20,000 Units            
                                                        
                      10        SHARED DISPOSITIVE POWER
                                -0-                     

       11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                 20,000 Units
                                                                          
       12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES 
                 CERTAIN SHARES                                              [X]

                 (See Item 5)  

       13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                 0.9%

       14        TYPE OF REPORTING PERSON

                 IN

                     *SEE INSTRUCTIONS BEFORE FILLING OUT!


                                  Page 5 of 14

<PAGE>




                                  SCHEDULE 13D

CUSIP NO.  422357103                                          PAGE 6 OF 14 PAGES

       1         NAME OF REPORTING PERSON
                 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                         EZRA K. ZILKHA

       2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP        (A) [X]

                                                                         (B) [_]

       3         SEC USE ONLY

       4         SOURCE OF FUNDS
                 NOT APPLICABLE

       5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
                 PURSUANT TO ITEMS 2(D) OR 2(E)                              [_]

       6         CITIZENSHIP OR PLACE OF ORGANIZATION

                         UNITED STATES

   NUMBER OF           7        SOLE VOTING POWER
     SHARES                     71,000 UNITS (SEE ITEM 5)
  BENEFICIALLY
    OWNED BY           8        SHARED VOTING POWER        
      EACH                      1,500 UNITS    (SEE ITEM 5)
   REPORTING                                              
     PERSON            9        SOLE DISPOSITIVE POWER     
      WITH                      71,000 UNITS (SEE ITEM 5)  
                                                          
                      10        SHARED DISPOSITIVE POWER    
                                1,500 SHARES (SEE ITEM 5)   
               
  
       11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                 72,500 UNITS  (SEE ITEM 5)
  
       12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES 
                 CERTAIN SHARES                                              [X]

                 (SEE ITEM 5)

       13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                 3.4%

       14        TYPE OF REPORTING PERSON

                 IN

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


                                  Page 6 of 14

<PAGE>




               This Amendment No. 3 ("Amendment No. 3") amends and restates in
its entirety the Statement on Schedule 13D (the "Original Schedule 13D") filed
by Odyssey Partners, L.P. ("Odyssey"), Leon Levy ("Mr. Levy"), Jack Nash ("Mr.
Nash"), Ezra K. Zilkha ("Mr. Zilkha"), and Zilkha & Sons, Inc. ("Zilkha &
Sons"), with the Securities and Exchange Commission (the "Commission") on July
9, 1990, as amended by Amendment No. 1 thereto filed with the Commission on
September 28, 1992 ("Amendment No. 1"), and Amendment No. 2 thereto filed with
the Commission on March 19, 1993 ("Amendment No. 2"), with respect to the Units
representing Class A limited partnership interests (the "Units") in Heartland
Partners. L.P., a Delaware limited partnership (the "Company"). Odyssey, Mr.
Levy, and Mr. Nash are referred to herein collectively as the "Odyssey Group."
Mr. Zilkha and Zilkha & Sons are referred to herein collectively as the "Zilkha
Group". The members of the Odyssey Group and the members of the Zilkha Group are
collectively referred to herein as the "Reporting Persons."

Item 1.        Security and Issuer.

               This statement relates to the Units. The address of the principal
executive office of the Company is 547 West Jackson Boulevard, Suite 1510,
Chicago, Illinois 60606.

Item 2.        Identity and Background.

               This Amendment No. 3 is being filed jointly by the Reporting
Persons pursuant to an Agreement dated July 6, 1990 (the "Joint Filing
Agreement"), among each of the Reporting Persons.(1) The Joint Filing Agreement
is included as Exhibit A hereto.

               As a result of the sale transactions referred to in Item 5(c)
below, the members of the Odyssey Group, on the one hand, and the members of the
Zilkha Group, on the other hand, have ceased to be members of a single group (as
such term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder) comprised of the Reporting
Persons and, accordingly, have terminated the Joint Filing Agreement. (The
members of the Odyssey Group constitute a separate, single group for purposes of
this Amendment No. 3. The members of the Zilkha Group constitute a separate,
single group for purposes of this Amendment No. 3.) An Amendment to Joint Filing
Agreement, dated December 31, 1996, among the Reporting Persons terminating the
Joint Filing Agreement is attached as Exhibit B hereto.

               Odyssey is a Delaware limited partnership with its principal
executive office located at 31 West 52nd Street, New York, New York 10019.
Odyssey is a private investment partnership with substantial equity capital
invested in marketable securities and closely held businesses. Odyssey has six
general partners (individually, an "Odyssey General Partner" and, collectively,
the "Odyssey General Partners"): Mr. Levy, Mr. Nash, Joshua Nash, Stephen
Berger, Brian Wruble and Nash Family Partnership, L.P., a New York limited
partnership. The business address of each Odyssey General Partner is 31 W. 52nd
Street, New York, N.Y. 10019. The principal occupation of Messrs. Levy, Mr.
Nash, Joshua Nash, Berger and Wruble (each of whom is a citizen of the United
States) is

- --------------------
        (1) Peter Sharp and The Peter Jay Sharp Foundation were formerly parties
to the Joint Filing Agreement, but as reported in Amendment No. 1, previously
withdrew from the Schedule 13D group currently comprised of the Reporting
Persons.


                                  Page 7 of 14

<PAGE>




to serve as a general partner of Odyssey. The principal business of Nash Family
Partnership, L.P. is investments. The general partner of Nash Family
Partnership, L.P. is Joshua Nash. During the last five years, neither Odyssey
nor any Odyssey General Partner has been (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which he or it was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.

               Zilkha & Sons is a New York corporation with its principal
executive office located at 767 Fifth Avenue, Suite 4605, New York, New York
10153. Zilkha & Sons is a private investment firm. The directors and executive
officers of Zilkha & Sons are Mr. Zilkha (President and Treasurer and a
director) and Cecile Zilkha (Secretary and a director). Mr. Zilkha and Cecile
Zilkha are each citizens of the United States and have a business address c/o
Zilkha & Sons, 767 Fifth Avenue, Suite 4605, New York, New York 10153. The
principal business of Mr. Zilkha is to serve as President of Zilkha & Sons.
Cecile Zilkha is the wife of Mr. Zilkha. During the last five years, neither
Zilkha & Sons, Mr. Zilkha, nor Cecile Zilkha has been (i) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which it, he or she was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.

Item 3.        Source and Amount of Funds or Other Consideration.

               Except as provided in the following paragraph, the Reporting
Persons received all Units beneficially owned by them pursuant to the Spinoff
(as defined below) of the Company by Chicago Milwaukee Corporation, a Delaware
corporation ("CMC"). At the time of the Spinoff, each of the Reporting Persons
was the beneficial owner of common stock, par value $1.00 per share, of CMC (the
"CMC Common Stock"). Pursuant to the Spinoff, CMC and its wholly owned
subsidiary, Milwaukee Land Company ("MLC"), transferred (the "Transfer")
substantially all of their respective real estate properties, together with
certain other assets and certain liabilities, to an operating general
partnership pursuant to an agreement with the Company. CMC's stockholders
approved the Transfer at a Special Meeting held June 7, 1990. In consideration
of the Transfer, the Company issued 2,142,438 Units to CMC and MLC. On June 30,
1990, CMC distributed (the "Distribution" and, together with the Transfer, the
"Spinoff"), on a pro rata basis and without consideration, to the holders of
record of the CMC Common Stock on June 18, 1990 (the "Distribution Record
Date"), all of the Units received by CMC and MLC at the rate of one Unit for
each share of CMC Common Stock owned as of the close of business on the
Distribution Record Date. The Reporting Persons owned CMC Common Stock on the
Distribution Record Date and, accordingly, received in the Spinoff a number of
Units equal to the number of shares of CMC Common Stock owned by them as of the
close of business on the Distribution Record Date.

               As reported in Amendment No. 1 and Amendment No. 2, Odyssey
purchased (i) an additional 42,100 Units on September 18, 1992 for an aggregate
purchase price (excluding brokerage commissions) of $315,750 and (ii) an
additional 131,200 Units on March 10, 1993 for an aggregate


                                  Page 8 of 14

<PAGE>




purchase price (excluding brokerage commissions) of $1,049,575. The funds used
by Odyssey for such purchases were derived from its working capital.


Item 4.        Purpose of Transaction.

               Ezra K. Zilkha is a member of the Board of Directors of MLC, the
general partner of the Company. MLC, as general partner, manages and controls
the operations and activities of the Company. Accordingly, Mr. Zilkha will be in
a position to influence the operations and activities of the Company.

               Each Reporting Person intends to hold the Units beneficially
owned by it for investment. Subject to availability at prices deemed favorable,
the Reporting Persons may purchase additional Units from time to time in the
open market, in privately negotiated transactions or otherwise. Each Reporting
Person may also in the future dispose of the Units, if any, beneficially owned
by it in the open market, in privately negotiated transactions or otherwise.

               Although the foregoing represents the range of activities
currently contemplated by the Reporting Persons with respect to the Company, it
should be noted that their possible activities are subject to change at any
time. Except as set forth above, the Reporting Persons have no present plans or
intentions which would result in or relate to any of the transactions described
in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5.        Interest in Securities of the Issuer.

               (a) Each Reporting Person beneficially owns the following number
(and percentage(2)) of Units:

               1.     Odyssey: 29,750 Units (1.4%).

               2.     Mr. Levy: 12,700 Units (0.6%). Excludes the 29,750 Units
                      owned by Odyssey. Mr. Levy may be deemed to be the
                      beneficial owner of the Units owned by Odyssey.

               3.     Mr. Nash: 20,000 Units (0.9%). Excludes the 29,750 Units
                      owned by Odyssey. Mr. Nash may be deemed to be the
                      beneficial owner of the Units owned by Odyssey.

               4.     Mr. Zilkha: 72,500 Units (3.4%). Includes 1,500 Units
                      owned by Mr. Zilkha's wife, Cecile E. Zilkha, as to which
                      Mr. Zilkha shares voting and dispositive power with Mrs.
                      Zilkha. Excludes the 24,500 Units owned by Zilkha & Sons.
                      Mr. Zilkha may be deemed to be the beneficial owner
                      of the Units owned by Zilkha & Sons.

- -----------------------
        (2) There were 2,142,438 Units outstanding as of September 30, 1996,
as reported in the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1996.


                                  Page 9 of 14

<PAGE>





               5.     Zilkha & Sons: 24,500 Units  (1.1%).

        After netting out the Units deemed to be beneficially owned by more than
one of the Reporting Persons, as of the date of this Amendment No. 3, (i) the
Reporting Persons collectively beneficially own an aggregate of 159,450 Units
(7.4% of the outstanding Units), (ii) the Odyssey Group collectively
beneficially own 62,450 Units (2.9% of the outstanding Units) and (iii), the
Zilkha Group collectively beneficially own 97,000 Units (4.5% of the outstanding
Units). Except as provided in this paragraph (a), none of the Reporting Persons,
nor any other person named in Item 2 above, beneficially owns any Units.

               (b) The response of each of the Reporting Persons to (i) Items
(7) through (11) of the portions of the cover page of this Amendment No. 3 which
relate to the Units beneficially owned by such Reporting Person and (ii) Items
5(a) above is incorporated herein by reference.

               (c) On December 23, 1996, Odyssey sold, through open-market
transactions effected on the American Stock Exchange, an aggregate of 310,100
Units, as set forth below:


             Number of Units        Price Per Unit     Aggregate Price
             ---------------        --------------     ---------------
                 68,000                  $9.23            $627,934
                242,100                  $8.70          $2,106,199


        None of the Reporting Persons, nor any other person named in Item 2
above, has effected any other transactions in the Units during the 60 days
preceding the date of this Amendment No. 3.

               (d)    Not applicable.

               (e) The Odyssey Group and the Zilkha Group are no longer part of
a single group and, accordingly, each ceased to be the beneficial owner of more
than five percent of the outstanding Units on December 23, 1996.

Item 6.        Contracts, Arrangements, Understandings or Relationships with 
               Respect to Securities of the Issuer.

               The Reporting Persons are parties to (a) the Joint Filing
Agreement, which is included as Exhibit A this Amendment No. 3 and (b) an
Amendment to Joint Filing Agreement, which is included as Exhibit B to this
Amendment No. 3.

Item 7.        Material to be Filed as Exhibits.


                                 Page 10 of 14
<PAGE>

               The following are filed herewith as Exhibits to this Amendment
No. 3:

A.             Joint Filing Agreement, dated July 6, 1990

B.             Amendment to Joint Filing Agreement, dated December 31, 1996


                                    SIGNATURE


               After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certify that the information set forth in this Amendment
No. 3 is true, complete and correct.

Dated:  December 31, 1996

                                           ODYSSEY PARTNERS, L.P.


                                           By:    /s/ Jack Nash
                                              -------------------------------
                                                  Jack Nash
                                                  A General Partner

                                                  /s/ Leon Levy
                                              -------------------------------
                                                  Leon Levy

                                                  /s/ Jack Nash
                                              -------------------------------
                                                  Jack Nash

                                                  /s/ Ezra Zilkha
                                              -------------------------------
                                                  Ezra Zilkha


                                           ZILKHA & SONS, INC.


                                           By:     /s/ Ezra Zilkha
                                              -------------------------------
                                                   Ezra Zilkha
                                                   President


                                  Page 11 of 14

<PAGE>



                                  EXHIBIT INDEX


Exhibit                                                                  Page
- -------                                                                  ----

A.      Joint Filing Agreement........................................... 13

B.      Amendment to Joint Filing Agreement.............................. 14


                                  Page 12 of 14


                                                                       EXHIBIT A

                                    AGREEMENT

        This will confirm the Agreement by and among all the undersigned that
the Schedule 13D filed on or about this date with respect to the beneficial
ownership of the undersigned of Units representing Class A limited partnership
interests in Heartland Partners, L.P. is being filed, and all further amendments
thereto will be filed, jointly on behalf of each of the persons and entities
named below for all purposes specified in such Schedule 13D, as so amended. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.

Dated:  July 6, 1990
                                           ODYSSEY PARTNERS, L.P.

                                           By:      /s/ Jack Nash
                                              -------------------------------
                                                   Jack Nash

                                                   /s/ Leon Levy
                                              -------------------------------
                                                   Leon Levy

                                                   /s/ Jack Nash
                                              -------------------------------
                                                   Jack Nash

                                                   /s/ Ezra Zilkha
                                              -------------------------------
                                                   Ezra Zilkha

                                                   /s/ Peter Sharp*
                                              -------------------------------
                                                   Peter Sharp

                                           THE SHARP FOUNDATION*

                                           By:     /s/ Peter Sharp
                                              -------------------------------
                                                   Peter Sharp

                                           ZILKHA & SONS, INC.

                                           By:     /s/ Ezra Zilkha
                                              -------------------------------
                                                   Ezra Zilkha

*Has previously withdrawn from the Schedule 13D group.


                                  Page 13 of 14

                                                                       EXHIBIT B

                       AMENDMENT TO JOINT FILING AGREEMENT

        We refer to that certain Agreement dated July 6, 1990, among the
undersigned (the "Joint Filing Agreement"), with respect to the beneficial
ownership by the undersigned of Units representing Class A limited partnership
interests in Heartland Partners, L.P.. The undersigned hereby agree that,
effective upon the filing of this Amendment with the Securities and Exchange
Commission, the Joint Filing Agreement shall be terminated. Dated: December 31,
1996


                                             ODYSSEY PARTNERS, L.P.

                                             By:    /s/ Jack Nash
                                                -----------------------------
                                                    Jack Nash
                                                    A General Partner

                                                    /s/ Leon Levy
                                                -----------------------------
                                                    Leon Levy

                                                    /s/ Jack Nash
                                                -----------------------------
                                                    Jack Nash

                                                    /s/ Ezra Zilkha
                                                -----------------------------
                                                    Ezra Zilkha


                                             ZILKHA & SONS, INC.


                                             By:    /s/ Ezra Zilkha
                                                -----------------------------
                                                    Ezra Zilkha
                                                    President


                                  Page 14 of 14



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