HEARTLAND TECHNOLOGY INC, 10-K/A, 2000-04-25

HEARTLAND TECHNOLOGY INC
10-K/A, 2000-04-25
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<PAGE>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A NO.1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1999
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-11956

HEARTLAND TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)

Delaware 36-1487580
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

547 West Jackson Boulevard, Chicago, Illinois 60661
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: 312/294-0497

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common Stock American Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

The aggregate market value of the Registrant's Common Stock held by non-
affiliates of the Registrant, computed by reference to the last reported sales
price of the Registrant's common stock on the American Stock Exchange as of
March 28, 1999, was approximately $5,280,583. On that date there were 1,671,238
shares outstanding. For purposes of this computation, it is assumed that non-
affiliates of the Registrant are all holders other than directors and officers
of the Registrant.

Exhibit index appears on Page 44.
<PAGE>

We caution you that certain statements in the Management's Discussion and
Analysis of Condition and Results of Operation section, and elsewhere in this
Form 10-K, are "forward looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward looking statements are not
guarantees of future performance. They involve risks, uncertainties and other
important factors, including the risks described in the Management's Discussion
and analysis of Condition and Results of Operations section, and elsewhere in
this Form 10-K. The Company's actual future results, performance or achievement
of results and the value of your stock, may differ materially from any such
results, performance or achievement or value implied by these statements. We
caution you not to put undue reliance on any forward-looking statements. In
addition, we do not have any intention or obligation to update the forward-
looking statements in these documents. The Company claims the protections of the
safe harbor for forward-looking statements contained in Section 21E of the
Securities Exchange Act of 1934.

The undersigned Registrant hereby amends and restates the information required
by Part III (Items 10, 11, 12 and 13) of the previously filed Annual Report on
Form 10-K for the year ended December 31, 1999. Additionally, this amendment is
to indicate that the 10-K as originally filed should have included a check mark
to indicate that disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K would not be contained therein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of that Form 10-K or any amendment to that
Form 10-K. Also, this amendment adds Exhibit 10.45 form of the Third Amendment
to the Employment Agreement dated June 29, 1993 between Heartland Technology,
Inc., formerly known as Milwaukee Land Company, and Edwin Jacobson which extends
the expiration date to May 30, 2005.

PART III
(as Amended April 25, 2000)

Item 10. Directors and Executive Officers of the Registrant

The Company's Certificate of Incorporation and By-laws provide for a Board of
Directors elected by the holders of Common Stock, which is divided into three
classes of directors serving staggered three-year terms. The Board of Directors
is currently comprised of five members, with Class I and Class III consisting of
two directors each and Class II consisting of one director.

At the 2000 Annual Meeting of the Stockholders, two Class I directors will be
elected for terms expiring at the 2003 Annual Meeting of Stockholders. The
current Class I Directors, are Robert S. Davis and Gordon H. Newman. The
continuing Class II director, Ezra Zilkha is serving a term that expires on the
date of the 2001 Annual Meeting of Stockholders. The continuing Class III
directors, John R. Torell III and Edwin Jacobson are serving a term that expires
on the date of the 2002 Annual Meeting of Stockholders. Information with respect
to the Company's Directors is set forth below:

Name and Age Principal Occupation, Business
- ------------ Experience and Directorships
<S> <C>
Class I Directors
Gordon H. Newman, 67 Director of the Company (Class I) (since February
1999); Member of the audit committee of the Board of
the Company; Private Investor and Trustee for various
non-profit entities (since 1995); Senior Vice
President, General Counsel (1975-1995) and Vice
President, Assistant General Counsel and Assistant
Secretary (1967-1975), Sara Lee Corporation (formerly
Consolidated Foods Corporation).

Robert S. Davis, 85 Director of the Company (Class I) (since October 1988);
Member of the compensation committee and chairman of
the audit committee of the Board of the Company; Self-
employed consultant (for more than the past five
years); Senior Vice President (1978-79), St. Paul
Companies (insurance), St. Paul, Minnesota.

</TABLE>
<PAGE>

Class II Director
Ezra K. Zilkha, 74 Director of the Company (Class II) (since October
1988); Chairman of the Board of the Company; Member of
the executive committee and chairman of the
compensation committee of the Board of the Company;
President and Director (since 1956), Zilkha & Sons,
Inc. (private investments), New York, New York; Mr.
Zilkha also serves as a director of The Newhall Land
and Farming Company.

Class III Directors
Edwin Jacobson, 70 President and Chief Executive Officer (since September
1990); Director of the Company (Class III) (since
November 1985); Chairman of the executive committee of
the Board of the Company; President and Chief Executive
Officer of CMC Heartland Partners (since September
1990), Chicago, Illinois (real estate) (a general
partnership of which the Company is the managing
general partner); Chairman of the Executive Committee
(June 1992-March 1999) and President and Chief
Executive Officer (1994-1997), Avatar Holdings Inc.
(real estate, water and wastewater utilities
operations), Coral Gables, Florida. Mr. Jacobson also
serves as a director of JCC Holdings Inc.

John R. Torell III, 60 Director of the Company (Class III) (since September
1997); Member of the executive committee of the Board
of the Company, Chairman (since 1990), Torell
Management Inc. (financial advisory), New York, New
York; Chairman and Chief Executive Officer (1990-1994),
Fortune Bancorp (banking), Tampa, Florida; Chairman,
President and Chief Executive Officer (1988-1989),
CalFed, Inc. (banking), Los Angeles, California;
President (1982-1988), Manufacturers Hanover
Corporation (banking), New York, New York. Mr. Torell
also serves as a director of American Home Products
Corporation, Claremont Technology Group, Inc., Paine
Webber Group Inc., and USWeb/cks.
</TABLE>

Meetings and Committees of the Board of Directors

During the fiscal year ended December 31, 1999, the Board of Directors held
twelve meetings. During such period, each of the incumbent directors of the
Company attended 75% or more of the aggregate of (i) the total number of
meetings of the Board of Directors and (ii) the total number of meetings held by
all committees of the Board of Directors on which such director served. The
Board of Directors has standing executive, audit and compensation committees.

The members of the executive committee are Edwin Jacobson, John R. Torell III
and Ezra K. Zilkha. The executive committee, subject to certain exceptions, has
the authority to act in place of the Board of Directors, when it is not in
session, on all matters which would otherwise come before the Board of
Directors, including the functions of board nominations. The executive committee
held no meetings during the fiscal year ended December 31, 1999.

The members of the audit committee currently are Robert S. Davis and Gordon H.
Newman. The audit committee's primary responsibilities are to select the
Company's independent auditors, to approve the overall scope of the audit, to
review the results of operations of the Company and to review the Company's
system of internal controls. The audit committee held two meetings during the
fiscal year ended December 31, 1999.
<PAGE>

The members of the compensation committee are Ezra K. Zilkha and Robert S.
Davis. The compensation committee's primary responsibilities are to review the
compensation arrangements relating to executive officers and key employees of
the Company, to make recommendations to the Board of Directors concerning
executive compensation and benefits policies for the Company, and to administer
the Company's 1997 Incentive and Capital Accumulation Plan. The compensation
committee held no meetings during the fiscal year ended December 31, 1999.

Executive Officers

The following table sets forth certain information with regard to the executive
officers of the Company (other than Edwin Jacobson, who also serves as a
director of the Company).

Name and Age Principal Occupation, Business
- ------------ Experience and Directorships

<S> <C>

Lawrence S. Adelson, 50 Vice President and General Counsel (since October 1988) of
the Company; General Counsel (since June 1990), CMC
Heartland Partners (real estate) (a general partnership of
which the Company is the managing general partner); Vice
President and General Counsel (1988-1995), Chicago
Milwaukee Corporation (investment company); General Counsel
(1985-1989), CMC Real Estate Corporation.

Richard P. Brandstatter, 44 Vice President - Finance, Treasurer and Secretary of the
Company (since February 1999); Vice President - Finance,
Treasurer and Secretary (since August 1995), Controller
(November 1994-August 1995) CMC Heartland Partners;
Controller (1987-1994), Montalbano Builders (land
development and homebuilding).
</TABLE>

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and any persons who own more than ten percent of Common
Stock, to file forms reporting their initial beneficial ownership of Common
Stock and subsequent changes in that ownership with the Securities and Exchange
Commission and the American Stock Exchange. Officers, directors and greater than
ten-percent beneficial owners are also required to furnish the Company with
copies of all such Section 16(a) forms they file. Based solely upon a review of
the copies of the forms furnished to the Company, or written representations
from certain reporting persons that no Forms 5 were required, the Company
believes that during the 1999 fiscal year all Section 16(a) filing requirements
were complied with.
<PAGE>

Item 11. Executive Compensation

EXECUTIVE COMPENSATION

Summary Compensation Table*

The following table sets forth information in respect of the compensation for
1999, 1998 and 1997 of the Company's Chief Executive Officer, the only executive
officer of the Company whose total salary and bonus in 1999 exceeded $100,000
(sometimes referred to herein as the "Named Executive Officer"):

<TABLE>
<CAPTION>
Long-Term
Compensation
Awards
------------
Annual Securities
Compensation Underlying All Other
------------- Options/SARs Compensation
Year Salary ($) Bonus ($) (#) ($) (1)
---- ---------- --------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Edwin Jacobson 1999 175,000 0 0 1,950
President and 1998 175,000 0 75,000 5,000
Chief Executive Officer 1997 139,583 0 0 1,599
</TABLE>
- ----------------------------

* Mr. Jacobson also provides services to CMC Heartland Partners (the general
partnership of which the Company and Heartland Partners L.P. ("Heartland
Partners") are general partners) ("CMC Heartland"). Since 1997, CMC
Heartland has paid the full compensation of Mr. Jacobson for services
rendered to the Company and to CMC Heartland. CMC Heartland has been
reimbursed by the Company pursuant to a certain Facilities Agreement for the
cost allocated to the Company with respect to the services Mr. Jacobson has
rendered to the Company. Therefore, the table sets forth compensation
awarded to, earned by or paid to Mr. Jacobson that has been allocated to the
Company.

(1) "All Other Compensation" for 1999 consists of contributions for Mr. Jacobson
made by CMC Heartland under CMC Heartland's Group Savings Plan, a salary
reduction plan qualified under Sections 401(a) and (k) of the Internal
Revenue Code of 1986, as amended, to match 1998 pre-tax elective deferrals
contributions (included under "Salary") made to such plan.
<PAGE>

Aggregated Option/SAR Exercises in 1999 and
Option/SAR Values at December 31, 1999

No options or stock appreciation rights were exercised by Mr. Jacobson in 1999.
The following table provides information regarding the total number of
securities underlying unexercised options and stock appreciation rights as of
December 31, 1999.

Number of Securities Underlying
Unexercised Options/SARs at
December 31, 1999 (#)
-------------------------------

Exercisable Unexercisable
----------- -------------
Edwin Jacobson 75,000 0

Director Compensation

The Company's compensation program for nonemployee directors provides that each
nonemployee director receive an annual retainer of $18,000, payable in quarterly
installments, and receive $1,000 for each Board meeting physically attended.
Nonemployee directors also receive $1,000 for each committee meeting physically
attended. Employees of the Company receive no additional compensation for
serving as a director. The Company also reimburses directors for meeting
expenses.

Employment Agreement

Edwin Jacobson, the Company's President and Chief Executive Officer, provides
services to the Company in such capacities pursuant to an employment agreement,
dated June 29, 1993, as amended, for a term ending on May 30, 2005. The
employment agreement provides for an annual base salary of $175,000, all or a
portion of which may be deferred at Mr. Jacobson's election. During the term of
the employment agreement, Mr. Jacobson has the right to continue his employment
with CMC Heartland and to pursue other employment and business activities not in
competition with the activities of the Company (after prior notice of such
activities has been delivered to the Chairman of the Executive Committee of the
Board of Directors of the Company), and is not obligated to devote his full
business time to the activities of the Company. Mr. Jacobson is, however,
required to devote an amount of time to the activities of the Company determined
by the Board of Directors to be required of him to accomplish the business
objectives of the Company. On June 1, 1997, the employment agreement was amended
to increase Mr. Jacobson's base salary from $90,000 to the current $175,000 per
year. On April 11, 2000, the Employment Agreement was amended to extend the
expiration date to March 30, 2005.

Mr. Jacobson's employment agreement provides for certain payments to be made in
the event his employment is terminated prior to the end of its term. If Mr.
Jacobson's employment is terminated by his death, the Company will pay his
designated beneficiary (or if there is none, to his estate) an amount equal to
the amount, if any, by which $150,000 exceeds the proceeds payable to his
designated beneficiary (or estate) pursuant to any life insurance policy
covering his life maintained by the Company. If Mr. Jacobson's employment is
terminated by the Company for "Cause" or by Mr. Jacobson for other than "Good
Reason", the Company will pay him his base salary through the date of
termination. If Mr. Jacobson's employment is terminated either by the Company
other than for "Cause" or other than on account of Mr. Jacobson's "permanent
disability" or by Mr. Jacobson for "Good Reason", then the Company will continue
to pay him base salary through May 30, 2005, will pay him all his other damages
that he may be entitled to receive as a result of such termination, and will
maintain until May 30, 2005, for his benefit, all employee benefit plans and
programs in which he was entitled to participate. The terms "Cause", "Good
Reason" and "permanent disability" are defined in the employment agreement.
<PAGE>

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board of Directors (the "Committee") consists
entirely of nonemployee directors, and its primary function is to make
recommendations to the Board of Directors concerning executive compensation and
benefits policies for the Company. The overall compensation policy which the
Committee pursues for the executive officers and key employees of the Company is
to provide a reward structure that motivates such individuals toward achieving
the Company's strategic and financial goals, while concurrently providing
compensation sufficient to attract and retain highly competent management
personnel. The Committee is also responsible for administering the Company's
1997 Incentive and Capital Accumulation Plan (the "Plan").

The Company's compensation structure consists of base salary, annual cash
bonuses and stock-based awards under the Plan. The combination of these three
components of an individuals' compensation coordinates the goals of providing
compensation that attracts and retains highly competent managers, and aligning
the interests of such managers with the interests of stockholders in
appreciation of the value of the Common Stock.

Base salary levels are set to reflect an individuals' position,
responsibilities, experience, leadership and contribution to the success of the
Company. Cash bonuses further reward eligible executives for superior individual
performance and overall performance of the Company. Stock based compensation
pursuant to the Plan creates an incentive to eligible executives to enhance the
performance of the Company and the Common Stock in the future. Determination of
the amount of cash bonuses and stock based compensation depends upon factors
specific to each individual, and is made by the subjective determination of the
Compensation Committee.

In 1997, the stockholders of the Company approved the Plan in order to provide
incentives which will attract and retain highly competent persons as key
employees of the Company and its subsidiaries, and to assist in aligning the
interest of the Company's key employees with those of its stockholders. The Plan
makes available, subject to certain adjustments, 175,000 shares of Common Stock
to be reserved for awards under the Plan. The Committee has the authority to
select officers and other key employees of the Company and its subsidiaries who
are to receive benefits pursuant to the Plan. The Committee also has the power
to modify or waive restrictions, amend benefits and to grant extensions and
accelerations of benefits under the Plan. The Plan provides for the grant of any
or all of the following types of benefits: (i) stock options, including
incentive stock options and non-qualified stock options; (ii) stock appreciation
rights; (iii) stock awards, including restricted stock; (iv) performance awards;
and (v) stock units. During 1998, the Committee granted benefits in respect of
an aggregate of 175,000 shares of Common Stock.

During 1999, Mr. Jacobson received compensation from the Company for acting in
his capacity as President and Chief Executive Officer of the Company. Mr.
Jacobson's compensation is paid pursuant to an employment agreement, dated as of
June 29, 1993, as amended. No cash bonuses were paid to him for 1999.

There were no matters that required the attention of the Compensation Committee
during 1999.

Members of the Compensation Committee:

Ezra K. Zilkha, Chairman
Robert S. Davis
<PAGE>

PERFORMANCE GRAPH

The following graph compares the cumulative total returns on an assumed
investment of $100 in the Common Stock at the closing price of the Common Stock
on the last trading day of the calendar year ending December 31, 1994, as of the
last trading day of each of the calendar years indicated below with the returns
of a similar investment in the American Stock Exchange Market Value Index (a
market value weighted broad market index maintained by Media General Financial
Services, Inc. covering stocks listed on the American Stock Exchange) and a
market value weighted index of all publicly traded companies in the Printed
Circuit Board industry (SIC Code 3672) that have a market capitalization of less
than $500 million (the "Peer Index"). The calculation of total returns herein
assumes full reinvestment of dividends and no payment of brokerage or other
commissions or fees. Past performance is not necessarily indicative of future
performance. As a result of an acquisition on May 30, 1997, the Company began
operating in the Printed Circuit Board industry. Prior to that time, the Company
invested in securities.

[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>

1994 1995 1996 1997 1998 1999
------ ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C>

Heartland Technology, Inc... 100.00 92.19 77.34 206.25 68.75 37.50
Amex Market Index........... 100.00 128.90 136.01 163.66 161.44 201.27
Peer Index*................. 100.00 160.61 213.87 291.85 519.17 1007.62

</TABLE>
Source: Media General Financial Services, Inc.

* The Peer Index includes: ACT Manufacturing, Inc., Actel Corp., Ariel Corp.,
Benchmark Electronics, Circuit Systems, Inc., EFTC Corporation, Elamex S.A. DE
C.V. CL 1, Eltek Ltd., Flextronics International Ltd., Gadzoox Networks, Inc.,
Hadco Corp., IEC Electronics Corp., Imaging Technologies CP, Jabil Circuit,
Inc., M-Wave, Inc., Merix Corp., Palomar Medical Tech., Park Electrochemical
CP, Parlex Corp., Performance Tech, Inc., Plexus Corp., Qlogic Corp., Sanmina
Corp., SCI Systems, Inc., Sheldahl, Inc., Sigmatron International, Inc., Smtek
International, Inc., Solectron Corp., Sypris Solutions, Inc.
<PAGE>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of April 15, 2000, certain information
concerning ownership of shares of the Common Stock: (i) by persons who are known
by the Company to be beneficial owners of more than 5% of the outstanding shares
of the Common Stock; (ii) by each director and nominee of the Company; (iii) by
each Named Executive Officer (as defined under the heading "Executive
Compensation"); and (iv) by all directors and executive officers of the Company
as a group. As of April 15, 2000, there were 1,671,238 shares of Common Stock
outstanding.

Amount and
Nature of Percent
Name of Beneficial Owner Beneficial Ownership (1) of Class (2)
------------------------ -------------------------- ------------
<S> <C> <C>
Ezra K. Zilkha 185,000 (3) (4) 9.0%
767 Fifth Avenue
Suite 4605
New York, NY 10153

KeyCorp 152,430 (5) 7.4%
127 Public Square
Cleveland, OH 44114-1306

Martin S. Roher 154,750 (12) 7.4%
One Embarcadero Center
Suite 2330
San Francisco, CA 94111

MSR Capital Partners 113,500 (6) 5.5%
One Embarcadero Center
Suite 2330
San Francisco, CA 94111

Jerold S. Solovy 125,000 (7) 6.1%
c/o Jenner & Block
One IBM Plaza
Chicago, IL 60611-7602

Dorsey R. Lardner 145,000 (8) 7.1%
P.O. Box 190240
Miami Beach, FL 33119

Gordon H. Newman 1,000 *

Robert S. Davis 2,000 *

Edwin Jacobson 174,500 (9) (10) 8.5%

John R. Torell III 15,000 *

All directors and executive officers 377,500 (11) 18.4%
as a group (consisting of 8 persons)

</TABLE>
- --------------------------------------------
* Constitutes less than one percent.

(1) Unless otherwise indicated, the beneficial owner has sole voting and
investment power with respect to such securities.

(2) In each case the percent of the class is calculated on the basis that
380,000 shares represented by stock options and warrants are deemed
outstanding. No voting on investment power exists with respect to such
shares prior to acquisition.
<PAGE>

(3) Based on a Schedule 13D, dated January 17, 1996, and to the Company's
knowledge, Mr. Zilkha is a member of a group consisting of himself, The
Zilkha Foundation, Inc. and Zilkha & Sons, Inc. Mr. Zilkha directly owns
and has sole voting and investment power over all shares except for: 1,500
shares owned by his wife, as to which he shares voting and investment
power; 15,000 shares owned by The Zilkha Foundation, Inc., as to which Mr.
Zilkha may be deemed to share voting and disposition power with the other
directors and officers of the foundation; and 24,500 shares owned by Zilkha
& Sons, Inc., as to which Mr. Zilkha may be deemed to be the beneficial
owner.

(4) Includes 82,500 shares that Mr. Zilkha has the rights to acquire through
the exercise of warrants.

(5) Based on a Schedule 13G, dated February 12, 1999, KeyCorp is the parent
holding company for the two subsidiaries -- Key Trust Company-Ohio (a bank)
and Spears, Benzak, Salomon & Farrell (a registered investment advisor) --
that own the securities. Voting and investment power over all of the
securities is shared.

(6) Based on a Schedule 13D, dated January 10, 2000. Also included in the
Beneficial Ownership amount of Martin S. Roher.

(7) Based on a Schedule 13G, dated February 26, 1998.

(8) Based on a Schedule 13G, dated February 11, 2000.

(9) Includes 132,500 shares which Mr. Jacobson has the right to acquire through
the exercise of stock options and warrants.

(10) Includes 3,000 shares owned by Mr. Jacobson's spouse, as to which Mr.
Jacobson shares voting and investment power.

(11) The number of shares that all directors and officers as a group have the
right to acquire through the exercise of stock options and warrants is
215,000.

(12) Includes 113,500 shares reported as beneficially owned by MSR Capital
Partners as Mr. Roher is a General partner of MSR Capital Partners. Also
includes 41,250 shares that Mr. Roher has the right to acquire through the
exercise of warrants. According to the Form 13D filed by MRS Capital
Partners, "MSR has no contracts, arrangements, understandings or
relationships (legal or otherwise) with any other person relating to the
securities of the issuer, other than the relationship of Mr. Roher to MSR
by virtue of his position as general partner of MSR. On Monday January 10,
2000, Mr. Roher individually invested $250,000 in a private placement
acquiring a 13% Subordinated Note due January 2002, with detachable
warrants to acquire 41,250 additional shares of the Company's Common Stock.
The Warrants are exercisable at 2.375 per share through January, 2004.
There is no contract arrangement or understanding between Mr. Roher and MSR
with respect to such warrants or the shares which may be acquired thereby.
Mr. Roher has advised MSR that the transaction was for investment purposes
only."

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Edwin Jacobson, a director of the Company and its President and Chief Executive
Officer, also serves as the President and Chief Executive Officer of Heartland
Partners and CMC Heartland. The Company is the general partner of Heartland
Partners and the managing general partner of CMC Heartland (with Heartland
Partners being the other general partner of CMC Heartland). The Company also
owns the Class B limited partnership interest in Heartland Partners.

The Company has a management agreement with CMC Heartland, pursuant to which CMC
Heartland is required to pay the Company an annual management fee in the amount
of $425,000. The Company has a facilities agreement with Heartland Partners
pursuant to which Heartland Partners makes available to the Company office
space, equipment and personnel. Total expense incurred for 1999 was $1,028,000.
As of December 31, 1999, a portion remained unpaid and is included in payable to
affiliates.
<PAGE>

On December 23, 1999 the Company received subscriptions for $2 million in
subordinated debentures at an interest rate of 13% for a two-year term. The
subscribers were Ezra Zilkha, chairman, and Edwin Jacobson, chief executive
officer, as well as other shareholders of Heartland Technology. The Debentures
were accompanied by warrants which permit the purchase of 165 Heartland
Technology common shares per $1,000 principal amount of the debentures, or an
aggregate of 330,000 common shares for the entire $2 million subscribed. The
warrants are exercisable at any time during their four-year duration at an
exercise price of $2-3/8 per share. The debentures are secured by the Class B
units of Heartland Partners, L.P. which are held by Heartland Technology. In the
event that Heartland Partners enters into a loan agreement with Heartland
Technology collateralized by the Class B units, that security interest will be
released. At December 31, 1999, the principal amount outstanding under the
subordinated debentures was $450,000. At March 17, 2000, the principal amount
outstanding under the subordinated debentures was $2 million.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(as Amended April 25, 2000)

(a) The following documents are filed or incorporated by reference as part of
this report:

1. Financial statements

The financial statements of Heartland Technology, Inc. are included in Part II,
Item 8:
<TABLE>
<CAPTION>

Report of Independent Auditors Page 16
<S> <C>
Consolidated Balance Sheets at December 31, 1999 and 1998................................................................. Page 17
Consolidated Statements of Operations for the year ended December 31, 1999, 1998 and 1997................................. Page 18
Consolidated Statements of Stockholders' Equity for the year ended December 31, 1999, 1998 and 1997....................... Page 19
Consolidated Statements of Cash Flows year ended December 31, 1999, 1998 and 1997......................................... Page 20
Notes to Consolidated Financial Statements................................................................................ Page 21
Schedule II - Valuation Allowance.......................................................................................... Page 43
</TABLE>

2. Financial statement schedules

The financial statements and financial statement schedules of Heartland
Partners, L.P. are included in Item 8 of the Annual Report on Form 10-K for the
fiscal year ended December 31, 1999, of Heartland Partners, L.P. (File No.
1-10520).

3. Exhibits

2.1 Agreement and Plan of Reorganization, dated as of April 10, 1998, by and
among Solder Station-One, Inc. Odilon Cardenas, Enedina Cardenas,
Heartland Technology, and SS Acquisition Corporation (incorporated by
reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K
dated April 24, 1998 (the "Registrant's Form 8-K" dated April 1998)). +

2.2 Acquisition Agreement, dated as of April 29, 1998, by and between Zecal,
Inc., as seller, and Zecal Corp., as buyer (incorporated by reference to
Exhibit 2.1 to the Registrant's Current Report on Form 8-K dated May 13,
1998 (the "Registrant's Form 8-K" dated May 1998)). +

3.1 Certificate of Incorporation, dated as of June 2, 1993 incorporated by
reference to Exhibit 3.1 to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1997.

3.2 Certificate of Amendment of Certificate of Incorporation, dated October
29, 1997 incorporated by reference to Exhibit 3.2 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1997.

3.3 By-laws, incorporated by reference to Exhibit 3.2 to the Registrant's Form
10/A (Amendment No. 1), dated June 24, 1993.

10.1 Amended and Restated Agreement of Limited Partnership of Heartland
Partners, L.P., dated as of June 27, 1990, incorporated by reference to
Exhibit 3.2 to Heartland Partners, L.P.'s Current Report on Form 8-K dated
January 5, 1998 (File No. 1-10520).
<PAGE>

10.2 Amended and Restated Partnership Agreement of CMC Heartland Partners,
dated as of June 27, 1990, between Heartland Partners L.P. and Milwaukee
Land Company, incorporated by reference to Exhibit 10.3 to Heartland
Partners, L.P.'s Annual Report on Form 10-K for the year ended December
31, 1990 (File No. 1-10520).

10.3 Conveyance Agreement, dated as of June 27, 1990, by and among Chicago
Milwaukee Corporation, Milwaukee Land Company, CMC Heartland Partners and
Heartland Partners, L.P., incorporated by reference to Exhibit 10.1 to
Heartland Partners, L.P.'s Annual Report on Form 10-K for the year ended
December 31, 1990 (File No. 1-10520).

10.4 Conveyance Agreement, dated June 29, 1993 by and among Chicago Milwaukee
Corporation and Milwaukee Land Company incorporated by reference to
Exhibit 10.4 to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1997.

10.5 Facilities Agreement, dated June 29, 1993, by and between Milwaukee Land
Company and Heartland Partners, L.P. incorporated by reference to Exhibit
10.5 to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997.

10.6 Employment Agreement, dated June 29, 1993, between Milwaukee Land Company
and Edwin Jacobson incorporated by reference to Exhibit 10.6 to the
Registrant's Annual Report on Form 10-K for the year ended December 31,
1997.*

10.7 First Amendment, dated August 7, 1996, to Employment Agreement, dated June
29, 1993, between Milwaukee Land Company and Edwin Jacobson incorporated
by reference to Exhibit 10.7 to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1997.*

10.8 Asset Purchase Agreement, dated as of April 4, 1997, by and among
Milwaukee Land Company, PG Newco Corp., PG Design Electronics, Inc. and
named shareholder indemnitors incorporated by reference to Exhibit 10.8 to
the Registrant's Annual Report on Form 10-K for the year ended December
31, 1997.

10.9 Milwaukee Land Company 1997 Incentive and Capital Accumulation Plan
incorporated by reference to Exhibit 10.9 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1997.*

10.10 Loan and Security Agreement, dated May 29, 1997, by and between PG Newco
Corp. and General Electric Capital Corporation incorporated by reference
to Exhibit 10.10 to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1997.

10.11 Promissory Note, dated May 29, 1997, in the principal amount of
$4,000,000, and related Security Agreement by and between PG Newco Corp.
and General Electric Capital Corporation incorporated by reference to
Exhibit 10.11 to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1997.

10.12 Promissory Note, dated May 29, 1997, in the principal amount of
$674,757.27, and related Security Agreement by and between PG Newco Corp.
and General Electric Capital Corporation incorporated by reference to
Exhibit 10.12 to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1997.

10.13 Employment Agreement, dated May 30, 1997, by and between PG Newco Corp.
and Peter G. VanHeusden incorporated by reference to Exhibit 10.13 to the
Registrant's Annual Report on Form 10-K for the year ended December 31,
1997.*

10.14 Promissory Note, dated May 30, 1997, of Milwaukee Land Company, in the
principal amount of $1,500,000 due September 30, 2000, and payable to PG
Design Electronics, Inc. incorporated by reference to Exhibit 10.14 to the
Registrant's Annual Report on Form 10-K for the year ended December 31,
1997.

10.15 Promissory Note, dated May 30, 1997, of Milwaukee Land Company, in the
principal amount of $1,500,000 due May 30, 2002, and payable to PG Design
Electronics, Inc. incorporated by reference to Exhibit 10.15 to the
Registrant's Annual Report on Form 10-K for the year ended December 31,
1997.

10.16 Second Amendment, dated June 1, 1997, to Employment Agreement, dated June
29, 1993, between Milwaukee Land Company and Edwin Jacobson incorporated
by reference to Exhibit 10.16 to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1997.*
<PAGE>

10.17 Stock Appreciation Right Agreement, dated January 2, 1998, between
Heartland Technology, Inc. and Edwin Jacobson incorporated by reference
to Exhibit 10.17 to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1997.*

10.18 Nonqualified Stock Option Agreement, dated January 2, 1998 between
Heartland Technology, Inc. and Edwin Jacobson incorporated by reference
to Exhibit 10.18 to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1997.*

10.19 First Amendment and Waiver, dated January 26, 1998, between P.G. Design
Electronics, Inc. (formerly known as PG Newco Corp.) and General Electric
Capital Corporation, to the Loan and Security Agreement, dated May 29,
1997 incorporated by reference to Exhibit 10.3 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1997.

10.20 Promissory Note, dated May 30, 1997, of Milwaukee Land Company (now
Heartland Technology, Inc.), in the principal amount of $1,500,000 due
September 30, 2000, and payable to PG Design Electronics, Inc. (now PG
Oldco), amended and restated on March 30, 1998 incorporated by reference
to Exhibit 10.1 to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1997.

10.21 Promissory Note, dated May 30, 1997, of Milwaukee Land Company (now
Heartland Technology, Inc.), in the principal amount of $1,500,000 due
May 30, 2002, and payable to PG Design Electronics, Inc. (now PG Oldco),
amended and restated on March 30, 1998 incorporated by reference to
Exhibit 10.2 to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1997.

10.22 Promissory Note, dated April 10, 1998, of Solder Station-One, Inc. and SS
Acquisition Corporation, in the principal amount of $1,700,000, and
payable to Odilon Cardenas and Enedina Cardenas (incorporated by
reference to Exhibit 99.1 to the Registrant's Form 8-K dated April 1998).

10.23 Promissory Note, dated April 10, 1998, of Solder Station-One, Inc. and SS
Acquisition Corporation, in the principal amount of $400,000, and payable
to Odilon Cardenas and Enedina Cardenas (incorporated by reference to
Exhibit 99.2 to the Registrant's Form 8-K dated April 1998).

10.24 Promissory Note, dated April 10, 1998, of Solder Station-One, Inc. and SS
Acquisition Corporation, in the principal amount of $175,000, and payable
to Corporate Finance Associates (incorporated by reference to Exhibit
99.3 to the Registrant's Form 8-K dated April 1998).

10.25 Continuing Guaranty, dated as of April 10, 1998, by Heartland Technology,
Inc. in favor of Odilon Cardenas and Enedina Cardenas (incorporated by
reference to Exhibit 99.4 to the Registrant's Form 8-K dated April 1998).

10.26 Loan and Security Agreement, dated as of April 10, 1998, by and between
Solder Station-One, Inc., SS Acquisition Corporation, and LaSalle
National Bank (incorporated by reference to Exhibit 99.5 to the
Registrant's Form 8-K dated April 1998).

10.27 Guaranty, dated as of April 10, 1998, from Heartland Technology, Inc. to
LaSalle National Bank (incorporated by reference to Exhibit 99.6 to the
Registrant's Form 8-K dated April 1998).

10.28 Promissory Note, dated April 29, 1998, of Zecal Corp., in the principal
amount of $1,100,000, and payable to Zecal, Inc. (incorporated by
reference to Exhibit 99.1 to the Registrant's Form 8-K dated May 1998).

10.29 Guaranty, dated April 29, 1998, by Heartland Technology, Inc. in favor of
Zecal, Inc. (incorporated by reference to Exhibit 99.2 to the
Registrant's Form 8-K dated May 1998).

10.30 Loan and Security Agreement, dated as of April 29, 1998, by and between
Zecal Corp., any other Credit Party executing the agreement, and General
Electric Capital Corporation Inc. (incorporated by reference to Exhibit
99.3 to the Registrant's Form 8-K dated May 1998).

10.31 Second Amendment and Consent, dated April 29, 1998, between P.G. Design
Electronics, Inc. (formerly known as PG Newco Corp.) and General Electric
Capital Corporation, to the Loan and Security Agreement, dated May 29,
1997 (incorporated by reference to Exhibit 99.4 to the Registrant's form
8-K dated May 1998).

<PAGE>

10.32 Third Amendment dated July 13, 1998, between P.G. Design Electronics,
Inc. (formerly known as P G Newco Corp) and General Electric Capital
Corporation, to the Loan Security Agreement, dated May 29, 1997
incorporated by reference to Exhibit 10.1 to the Registrant's Form 10-Q
for the quarter ended September 30, 1998.

10.33 Waiver of Payment under Term Credit Commitment, dated September 1, 1998,
by and among LaSalle National Bank, Solder Station-One and SS Acquisition
Corporation, to the Loan and Security Agreement dated April 10, 1998
incorporated by reference to Exhibit 10.1 to the Registrant's Form 10-Q
for the quarter ended September 30, 1998.

10.34 Fourth Amendment dated September 28, 1998, between P.G. Design
Electronics, Inc. (formerly known as P G Newco Corp) and General Electric
Capital Corporation to the Loan and Security Agreement dated May 29, 1997
incorporated by reference to Exhibit 10.1 to the Registrant's Form 10-Q
for the quarter ended September 30, 1998.

10.35 First Amendment and Waiver, dated September 28, 1998, between Zecal Corp
and General Electric Capital Corporation to the Loan and Security
Agreement dated April 29, 1998 incorporated by reference to Exhibit 10.1
to the Registrant's Form 10-Q for the quarter ended September 30, 1998.

10.36 Credit and Security Agreement by and between PG Design Electronics, Inc.
and Norwest Business Credit, Inc. dated as of December 31, 1998,
incorporated by reference to Exhibit 10.36 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1998.

10.37 Second Amendment to Credit and Security Agreement and Waiver of Defaults
between P.G. Design Electronics, Inc. and Norwest Business Credit, Inc.,
dated March 30, 1999, incorporated by reference to Exhibit 10.1 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999.

10.38 1998 Covenant Waiver between Solder Station-One, Inc. and LaSalle
National Bank dated March 31, 1999, incorporated by reference to Exhibit
10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999.

10.39 1998 Covenant Waiver between Solder Station-One, Inc. and LaSalle
National Bank dated May 14, 1999, incorporated by reference to Exhibit
10.3 to the Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999.

10.40 Default letter of June 30, 1999 on the Credit and Security Agreement
between P.G. Design Electronics, Inc. and Wells Fargo Business Credit,
Inc., incorporated by reference to Exhibit 10.1 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1999.

10.41 Default letter of July 28, 1999 on the Credit and Security Agreement
between P.G. Design Electronics, Inc. and Wells Fargo Business Credit,
Inc., incorporated by reference to Exhibit 10.2 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1999.

10.42 Form of Subscription Agreement with a form of: 13% Subordinated Note,
Series A Warrant, Security Agreement, Control Agreement, and Collateral
Agent Agreement, incorporated by reference to Exhibit 99.1 to the
Registrant's Current Report on Form 8-K dated March 9, 2000.

10.43 Third Amendment to Credit and Security Agreement dated November 17, 1999,
incorporated by reference to Exhibit 99.2 to the Registrant's Current
Report on Form 8-K dated March 9, 2000.

10.44 Letter from Wells Fargo Business Credit, Inc. dated January 27, 2000,
incorporated by reference to Exhibit 99.3 to the Registrant's Current
Report on Form 8-K dated March 9, 2000.

10.45 Form of Third Amendment to Employment Agreement dated June 29, 1993
between Heartland Technology, Inc., formerly known as Milwaukee Land
Company, and Edwin Jacobson.

21 Subsidiaries of Heartland Technology, Inc. incorporated by reference
to Exhibit 21 to the Registrant's Form 10-K for the year ended
December 31, 1999.

27 Financial Data Schedule incorporated by reference to Exhibit 27 to the
Registrant's Form 10-K for the year ended December 31, 1999.
<PAGE>

99.1 Item 8 of the Annual Report on Form 10-K for the year ended December 31,
1999, of Heartland Partners, L.P. incorporated by reference to Exhibit
99.1 to the Registrant's Form 10-K for the year ended December 31, 1999.
____________________________
* Management contract or compensatory plan or arrangement.

+ Certain schedules and similar attachments have been omitted. The Registrant
agrees to furnish supplementally a copy of any omitted schedule or
attachment to the Commission upon request.

(b) Reports on Form 8-K
No reports on Form 8-K have been filed during the quarter ended December
31, 1999.
<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.

HEARTLAND TECHNOLOGY, INC.
(Registrant)

By: Edwin Jacobson
----------------------------------
Edwin Jacobson
President and Chief Executive Officer
(Principal Executive Officer)

By: Richard P. Brandstatter
----------------------------------
Richard P. Brandstatter
Vice President-Finance, Treasurer and Secretary
(Principal Financial and Accounting Officer)

April 25, 2000
<PAGE>

HEARTLAND TECHNOLOGY, INC.

INDEX TO EXHIBITS

Exhibit
Number Description

3.1 Certificate of Incorporation, dated as of June 2, 1993 incorporated by
reference to Exhibit 3.1 to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1997.

3.3 By-laws, incorporated by reference to Exhibit 3.2 to the Registrant's
Form 10/A (Amendment No. 1), dated June 24, 1993.

10.7 First Amendment, dated August 7, 1996, to Employment Agreement, dated
June 29, 1993, between Milwaukee Land Company and Edwin Jacobson
incorporated by reference to Exhibit 10.7 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1997.*

10.8 Asset Purchase Agreement, dated as of April 4, 1997, by and among
Milwaukee Land Company, PG Newco Corp., PG Design Electronics, Inc. and
named shareholder indemnitors incorporated by reference to Exhibit 10.8
to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997.

by reference to Exhibit 10.12 to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1997.

10.14 Promissory Note, dated May 30, 1997, of Milwaukee Land Company, in the
principal amount of $1,500,000 due September 30, 2000, and payable to PG
Design Electronics, Inc. incorporated by reference to Exhibit 10.14 to
the Registrant's Annual Report on Form 10-K for the year ended December
31, 1997.

10.27 Guaranty, dated as of April 10, 1998, from Heartland Technology, Inc. to
LaSalle National Bank (incorporated by reference to Exhibit 99.6 to the
Registrant's Form 8-K dated April 1998).

10.29 Guaranty, dated April 29, 1998, by Heartland Technology, Inc. in favor of
Zecal, Inc. (incorporated by reference to Exhibit 99.2 to the
Registrant's Form 8-K dated May 1998).

10.43 Third Amendment to Credit and Security Agreement dated November 17, 1999,
incorporated by reference to Exhibit 99.2 to the Registrant's Current
Report on Form 8-K dated March 9, 2000.

10.44 Letter from Wells Fargo Business Credit, Inc. dated January 27, 2000,
incorporated by reference to Exhibit 99.3 to the Registrant's Current
Report on Form 8-K dated March 9, 2000.

10.45 Form of Third Amendment to Employment Agreement dated June 29, 1993
between Heartland Technology, Inc., formerly known as Milwaukee Land
Company, and Edwin Jacobson.

21 Subsidiaries of Heartland Technology, Inc. incorporated by reference to
Exhibit 21 to the Registrant's Form 10-K for the year ended December 31,
1999.

27 Financial Data Schedule incorporated by reference to Exhibit 27 to the
Registrant's Form 10-K for the year ended December 31, 1999.

99.1 Item 8 of the Annual Report on Form 10-K for the year ended December
31, 1999, of Heartland Partners, L.P. incorporated by reference to
Exhibit 99.1 to the Registrant's Form 10-K for the year ended December
31, 1999.

____________________________
* Management contract or compensatory plan or arrangement.

+ Certain schedules and similar attachments have been omitted. The Registrant
agrees to furnish supplementally a copy of any omitted schedule or attachment
to the Commission upon request.

<PAGE>
Exhibit 10.45

Heartland Technology, Inc.
547 West Jackson Boulevard
Chicago, Illinois 60661

[date]

Mr. Edwin Jacobson
161 East Chicago Avenue
Apartment 43H
Chicago, Illinois 60611

Re: Third Amendment to Employment Agreement

Dear Mr. Jacobson:

We are writing with respect to your employment by Heartland
Technology, Inc., formerly known as Milwaukee Land Company (the "Company"), as
President and Chief Executive Officer of the Company, pursuant to an Employment
Agreement, dated June 29, 1993 and amended August 7, 1996 and June 1, 1997 (as
so amended, the "Employment Agreement"), the terms of which expire on May 30,
2002. The Company acknowledges and recognizes the value of your experience and
abilities to the Company and desires to continue to retain and make secure for
itself such experience and abilities through May 30, 2005.

Therefore, subject to your signing and returning to the Company,
c/o Richard P. Brandstatter, a duplicate original of this letter, effective as
of the date hereof, Section 1 and Section 7(d)(i) of the Employment Agreement
are hereby amended to delete the date "May 30, 2002" and substitute therefor the
date "May 30, 2005." Except as amended by this letter, the Employment Agreement
remains in full force and effect in accordance with its terms.

If the foregoing is satisfactory, please indicate your agreement by
signing and returning to the Company the enclosed copy of this letter whereupon
this will constitute our agreement on the subject.

HEARTLAND TECHNOLOGY, INC.

By:
-----------------------------------

Its:
----------------------------------

ACCEPTED AND AGREED TO:

- -----------------------------
Edwin Jacobson