================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 12B-25
NOTIFICATION OF LATE FILING
----------------
Commission File Number: 1-11956
(Check one)
[x] Form 10-K [_] Transition Report on Form 10-K
[_] Form 20-F [_] Transition Report on Form 20-F
[_] Form 11-K [_] Transition Report on Form 11-K
[_] Form 10-Q [_] Transition Report on Form 10-Q
[_] Form N-SAR [_] Transition Report on Form N-SAR
For Period Ended: December 31, 1997 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
HEARTLAND TECHNOLOGY, INC.
- --------------------------------------------------------------------------------
(Full Name of Registrant)
MILWAUKEE LAND COMPANY
- --------------------------------------------------------------------------------
(Former Name, if Applicable)
547 WEST JACKSON BOULEVARD
- --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
CHICAGO, ILLINOIS, 60661
- --------------------------------------------------------------------------------
City, State and Zip Code
NYFS08...:\65\63765\0003\2286\12B3308U.100
<PAGE>
PART II. RULE 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.)
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[x] (b) The subject annual report, semi-annual report, transition report
on Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be
filed on or before the 15th calendar day following the prescribed
due date; or the subject quarterly report or transition report on
Form 10-Q, or portion thereon 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 Form 10-K, 20-F, 10-Q, N-SAR or
the transition report portion thereof could not be filed within the prescribed
time period.
SEE ANNEX A ATTACHED HERETO.
PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
LEON F. FIORENTINO 312-294-0440
------------------ ------------
Name (Telephone Number
including Area Code)
(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 reports) been filed? If
answer is no, identify report(s).
[x] Yes [_] No
(3) Is it anticipated that any significant change in results of operations
from 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 ANNEX A ATTACHED HERETO.
2
<PAGE>
HEARTLAND TECHNOLOGY, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: March 31, 1998 By: Leon F. Fiorentino
----------------- -----------------------------
Leon F. Fiorentino
Vice President - Finance
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
================================================================================
3
<PAGE>
ANNEX A
PART III - NARRATIVE
Heartland Technology, Inc., formerly known as Milwaukee Land Company
(the "Registrant"), had been a closed-end management investment company
registered under the Investment Company Act of 1940 (the "1940 Act") from March
1988 until December 31, 1997. The Registrant has encountered delays in preparing
its Annual Report on Form 10-K for the fiscal period ended December 31, 1997,
because of the deregistration of the Registrant effective December 31, 1997,
under the 1940 Act, following the Registrant's acquisition of substantially all
of the assets and certain liabilities of PG Design Electronics, Inc. The
deregistration and acquisition affects the presentation of the Registrant's
financial statements for the fiscal year ended December 31, 1997. For example,
the accounting principles have changed from the fair value accounting basis used
for investment companies to a historical cost basis for operating companies in
accordance with generally accepted accounting principles. As a result, the
Registrant is unable to complete and timely file the Registrant's Annual Report
on Form 10-K for the fiscal period ended December 31, 1997, without unreasonable
effort and expense.
PART IV - OTHER INFORMATION
(3) The results of operations from the corresponding period for the last
fiscal year are not comparable for the reasons set forth above in the response
to Part III - Narrative.
4
