<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 2)
Heartland Partners, L.P.
(Name of Issuer)
Class A Limited Partnership Units
(Title of Class of Securities)
422357 10 3
(CUSIP Number)
David S. Richter
Waveland Capital Management, L.P.
333 West Wacker Drive
Chicago, Illinois 60606
(312) 739-2138
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 1, 1998
(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(e), 13d-1(f) or 13d-1(g),
check the following box [ ]
<PAGE>
CUSIP NO.: 422357-10-3 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S IDENTIFICATION NOS. OF ABOVE PERSONS
Waveland Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (_)
(b) (_)
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) (_)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
7 SOLE VOTING POWER
NUMBER OF 8 SHARED VOTING POWER
SHARES 125,643
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
125,643
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
125,643 Units
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (_)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.86%
14 TYPE OF REPORTING PERSON
PN
Page 2 of 6 Pages
<PAGE>
CUSIP NO.: 422357-10-3 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S IDENTIFICATION NOS. OF ABOVE PERSONS
Waveland Capital Management, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (_)
(b) (_)
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) (_)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
7 SOLE VOTING POWER
NUMBER OF 8 SHARED VOTING POWER
SHARES 125,643
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
125,643
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
125,643 Units
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (_)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.86%
14 TYPE OF REPORTING PERSON
PN
Page 3 of 6 Pages
<PAGE>
CUSIP NO.: 422357-10-3 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S IDENTIFICATION NOS. OF ABOVE PERSONS
Clincher Capital Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (_)
(b) (_)
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) (_)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
7 SOLE VOTING POWER
NUMBER OF 8 SHARED VOTING POWER
SHARES 125,643
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
125,643
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
125,643 Units
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (_)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.86%
14 TYPE OF REPORTING PERSON
CO
Page 4 of 6 Pages
<PAGE>
ITEM 4: PURPOSE OF TRANSACTION.
See Item 5 and Item 6 below.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The reporting persons may be deemed to beneficially own
125,643 Units representing approximately 5.86% of the Units outstanding as
of March 12, 1998 (as reported in the Issuer's Annual Report on Form 10-K
for the year ended December 31, 1997).
(b) Each of the reporting persons may be deemed to share
beneficial ownership of the Units which are owned directly by Waveland.
(c) In the past 60 days, Waveland effected the following open
market purchases of Units:
Number of Average
Units Price
Date Acquired Per Unit
2/17/98 2,000 $ 15.250
2/24/98 9,800 $ 15.125
2/25/98 19,085 $ 15.250
3/09/98 16,500 $ 16.000
3/11/98 13,000 $ 15.625
3/17/98 20,000 $ 15.750
On April 1, 1998, Waveland contributed 57,946 Units to GEM Value
Fund L.P. ("GEM") in exchange for an investment interest in GEM. As a
result of this transaction, Waveland ceased to be the "beneficial owner" of
such Units within the meaning of Rule 13d- 3 notwithstanding its continuing
investment interest in GEM.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
The reporting persons may from time to time in the future continue
to acquire Units in open market transactions or otherwise.
Page 5 of 6 Pages
<PAGE>
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: April 20, 1998
WAVELAND PARTNERS, L.P.
By: Waveland Capital Management, L.P.
Its: General Partner
By: Clincher Capital Corporation
Its: General Partner
By: /s/ David S. Richter
David S. Richter, President
WAVELAND CAPITAL MANAGEMENT, L.P.
By: Clincher Capital Corporation
Its: General Partner
By: /s/ David S. Richter
David S. Richter, President
CLINCHER CAPITAL CORPORATION
By: /s/ David S. Richter
David S. Richter, President
Page 6 of 6 Pages
