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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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(Amendment No. ____)
Heartland Partners, L.P.
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(Name of Issuer)
Class A Limited Partnership Units 422357 10 3
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(Title of class of securities) (CUSIP number)
Lawrence S. Adelson, Esq., Heartland Partners, L.P.,
547 West Jackson Blvd., Chicago, Illinois 60661
312-294-0440
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(Name, address and telephone number of person authorized to receive
notices and communications)
December 23, 1996
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(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: When filing this statement in paper format, six copies of this
statement, including exhibits, should be filed with the Commission. See
Rule 13d-1(a) for other parties to whom copies are to be sent.
(Continued on following page(s))
(Page 1 of 7 Pages)
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CUSIP No. 422357 10 3 13D Page 2 of 7
1 NAME OF REPORTING PERSON: Edwin Jacobson
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: PF; OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF USA
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 130,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 5,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 130,000
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 5,000
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 135,000
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.3%
14 TYPE OF REPORTING PERSON: IN
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ITEM 1. SECURITY AND ISSUER
The title of the class of equity security to which this
statement on Schedule 13D relates is the Class A limited partnership
units (the "Units"), of Heartland Partners, L.P. (the "Issuer"). The
address of the Issuer's principal executive office is 547 West Jackson
Boulevard, Chicago, Illinois 60661.
ITEM 2. IDENTITY AND BACKGROUND
The name of the person filing this statement is Edwin
Jacobson (referred to herein as the "Reporting Person"). The
Reporting Person's business address is c/o Heartland Partners, L.P.,
547 West Jackson Boulevard, Chicago, Illinois 60661.
The Reporting Person is the President and Chief Executive
Officer of the Issuer, whose principal offices are located at 547 West
Jackson Boulevard, Chicago, Illinois 60661. The Issuer is engaged in
real estate development, property sales and leasing operations.
The Reporting Person also is the President and Chief
Executive Officer and a member of the Board of Directors of Milwaukee
Land Company ("MLC"), whose principal offices are located at 547 West
Jackson Boulevard, Chicago, Illinois 60661. MLC is registered under
the Investment Company Act of 1940 as a non-diversified, closed-end
management investment company. MLC is the general partner of the
Issuer.
In addition, the Reporting Person is the President and Chief
Executive Officer and a member of the Board of Directors of Avatar
Holdings Inc. ("Avatar"), whose principal offices are located at 255
Alhambra Circle, Coral Gables, Florida, 33134. Avatar is engaged in
real estate and water and wastewater utilities operations.
During the last five years, the Reporting Person has not (i)
been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors), or (ii) been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding 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.
The Reporting Person is a citizen of the United States of
America.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The aggregate amount of funds used by the Reporting Person
in making the purchase of 76,100 Units referred to in Item 5(c) hereof
was approximately $665,875. The source of such funds was the personal
funds of the Reporting Person and borrowed funds pursuant to a margin
loan made in the ordinary course by Oppenheimer & Co., Inc., a
registered broker/dealer, such loan being secured by a pledge of
securities of the Reporting Person held in the account of such
broker/dealer, subject to applicable Federal margin regulations, stock
exchange rules and such broker/dealer's credit policies.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Person has acquired the Units for investment
purposes. The Reporting Person may acquire additional securities of
the Issuer or dispose of securities of the Issuer at any time and from
time to time in the open market or otherwise. Although the foregoing
represents the range of activities presently contemplated by the
Reporting Person with respect to the Issuer, it should be noted that
the possible activities of the Reporting Person are subject to change
at any time.
The Reporting Person is the President and Chief Executive
Officer of the Issuer, and the President and Chief Executive Officer
and a member of the Board of Directors of MLC, the general partner of
the Issuer. Accordingly, the Reporting Person will be in a position
to influence the operations and activities of the Issuer.
Except as set forth above, the Reporting Person has no
present plans or intentions which relate to or would result in any of
the actions described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a) The responses of the Reporting Person to Rows (11)
through (13) of the cover page of this statement on Schedule 13D are
incorporated herein by reference. As of January 20, 1997, the
Reporting Person beneficially owned in the aggregate 135,000 Units,
representing approximately 6.3% of the outstanding Units (based on the
number of Units reported to be outstanding in the Issuer's Form 10-Q
for the quarterly period ended September 30,
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1996). Such beneficial ownership includes 5,000 Units owned by the
Reporting Person's spouse, Sara Jacobson, as to which the Reporting
Person shares voting and dispositive power.
(b) The responses of the Reporting Person to (i) Rows (7)
through (10) of the cover page of this statement on Schedule 13D and
(ii) Item 5(a) hereof are incorporated herein by reference.
(c) On December 23, 1996, the Reporting Person purchased,
through an open-market transaction executed on the American Stock
Exchange, 76,100 Units at a price per Unit of $8.75.
The Reporting Person has not had any other transaction in
the Units that were effected during the past sixty days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
The Reporting Person is a party to a contract with CMC
Heartland Partners, an operating general partnership 99.99% owned by
the Issuer ("CMC Heartland"), which provides that CMC Heartland will
pay incentive compensation to the Reporting Person, whether or not he
is employed by CMC Heartland, in an amount equal to 10% of the value
of all amounts distributed to Unitholders and the holder of the Class
B limited partnership interest of the Issuer (the "Class B Interest")
after distributions in excess of the "Capital Amount" have been made
by the Issuer to Unitholders and the holder of the Class B Interest.
For this purpose, the Capital Amount initially will be generally equal
to the product of (a) the average of the publicly reported per Unit
closing sales price for the first 30 trading days after the
distribution of the Units to Chicago Milwaukee Corporation ("CMC")
common stockholders on June 30, 1990 (the "Distribution Date") and (b)
the number of Units distributed on the Distribution Date. Thereafter,
the Capital Amount will be adjusted downward upon any distributions to
Unitholders or any repurchases by the Issuer of Units and upward upon
the issuance for value of additional Units. In addition, the Capital
Amount will be adjusted upward by applying to a portion of the Capital
Amount a compounding interest factor equal to the average annual yield
on five-year U.S. treasury notes. The interest factor will
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be applied to that portion of the Capital Amount which is represented
by the properties transferred by CMC and MLC to CMC Heartland in June
1990 which are being held for development purposes (as contrasted with
properties being held for sale or lease).
Incentive payments will be made with respect to
distributions by the Issuer during its entire term of existence, and,
if distributions are made subsequent to the Reporting Person's death,
payments will be made to his designee or estate. Payments will be
made to the Reporting Person (or his designee or estate)
simultaneously with the making of distributions to Unitholders,
subject to his right to defer receipt of all or a portion of such
payments. In the event of a "change of control" of the Issuer (as
defined in the contract), CMC Heartland's obligation to pay incentive
compensation terminates, in which event the Reporting Person is
entitled to receive a lump sum payment of $1,250,000.
The Reporting Person is not party to any other contract,
arrangement, understanding or relationship (legal or otherwise) with
respect to the securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
Dated: January 20, 1997
/s/ Edwin Jacobson
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Edwin Jacobson
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