SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------
SCHEDULE 13D
UNDER THE SECURITIES ACT OF 1934
(Amendment No. ___)
Heartland Partners, L.P.
(Name of Issuer)
Class A Limited Partnership Units
(Title of Class of Securities)
422357 10 3
(CUSIP Number)
Michael A. Elrad
GEM Value Fund, L.P.
900 North Michigan Avenue
Suite 1900
Chicago, Illinois 60611-1575
(312) 915-2864
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 29, 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 (b) (3) or (4), 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
GEM Value Fund, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS WC, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) (_)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
0
NUMBER OF 8 SHARED VOTING POWER
SHARES 154,896
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
154,896
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
154,896
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (_)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.23%
14 TYPE OF REPORTING PERSON
PN
Page 2 of 7 Pages
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CUSIP NO.: 422357-10-3 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S IDENTIFICATION NOS. OF ABOVE PERSONS
GEM Value Partners LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS WC, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) (_)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
0
NUMBER OF 8 SHARED VOTING POWER
SHARES 154,896
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
154,896
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
154,896
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (_)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.23%
14 TYPE OF REPORTING PERSON
OO
Page 3 of 7 Pages
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ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this statement relates is
the Class A Limited Partnership Units (the "Units") of Heartland Partners,
L.P., a Delaware limited partnership (the "Issuer") with its principal
executive office located at 547 West Jackson Boulevard, Chicago, Illinois
60661.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by GEM Value Fund, L.P., a Delaware
limited partnership ("GEM") and GEM Value Partners LLC, a Delaware limited
liability company (the "General Partner" and, together with GEM, the
"reporting persons").
The reporting persons have their principal offices at 900 North
Michigan Avenue, Suite 1900, Chicago, Illinois 60611-1575. GEM is a private
investment partnership whose primary activities include investments in
marketable securities. The General Partner's primary activity is to serve
as the general partner of GEM.
(a) -- (c) The names, principal occupation or employment and the
name, and, except where such information is provided elsewhere herein, the
principal business and address of any organization in which such employment
is conducted of each officer and director of the General Partner is set
forth below. Unless otherwise indicated below, each of the following
persons is a United States citizen and the business address of each of the
following persons is c/o GEM Value Partners LLC, 900 North Michigan Avenue,
Suite 1900, Chicago, Illinois 60611-1575.
Name Principal Occupation or Employment
Barry Malkin President, Member of Investment Committee
and Manager
Michael A. Elrad Executive Vice President, Treasurer, Member
of Investment Committee and Manager
Norman Geller Executive Vice President and Member of
Investment Committee
Craig Caffarelli Vice President and Manager
Paul Meister Vice President and Manager
Page 4 of 7 Pages
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(d) During the last five years, none of the persons identified in
this Item 2 has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, none of the persons identified in
this Item 2 has 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 or, 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.
The working capital of GEM and the sale of investment interests in
GEM are the sources of the consideration used in making purchases of Units.
ITEM 4. PURPOSE OF TRANSACTION.
The acquisition of Units reported herein is for investment
purposes. The reporting persons intend to evaluate their investment in the
Issuer on an ongoing basis. Depending on such evaluations, the reporting
persons may, at any time and from time to time, purchase additional Units
or dispose of some or all of the Units held by them. In conducting such
evaluations, the reporting persons from time to time may discuss the Issuer
and its affairs with members of the Issuer's board of directors or
management, other holders of Units or other persons. The reporting persons
reserve the right to develop plans or proposals respecting the Issuer which
include or relate to one or more of the transactions specified in
subparagraphs (a) through (j) of Item 4 of Schedule 13D, including, without
limitation, acquisitions or dispositions of assets or properties,
acquisitions or dispositions of one or more businesses, business
combination transactions, changes in the Issuer's management, directors or
general partner, changes in the Issuer's capital structure or distribution
policies, changes to anti-takeover measures or changes in the Issuer's
compensation plans or arrangements. Notwithstanding the foregoing, except
as disclosed herein the reporting persons have no current plan or proposal
which relates to, or would result in, any of the actions enumerated in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) GEM has acquired 154,896 Units representing approximately
7.23% of the Units outstanding as of March 31, 1998 (as reported in the
Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31,
1998).
(b) Each of the reporting persons may be deemed to share
beneficial ownership of the Units directly owned by GEM.
(c) In the past 60 days, GEM effected the following open market
purchases of Units:
Page 5 of 7 Pages
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Number of Average
Units Price
Date Acquired Per Unit
5/15/98 10,000.000 16.0000
5/19/98 2,000.000 15.8750
5/19/98 2,000.000 16.0000
5/21/98 200.000 16.0000
5/22/98 1,000.000 16.0000
5/27/98 2,000.000 16.0000
6/01/98 1,000.000 16.0000
6/02/98 2,900.000 16.0000
6/03/98 500.000 16.2500
6/05/98 500.000 16.3750
6/09/98 2,000.000 16.7500
6/10/98 2,000.000 16.7500
6/12/98 2,500.000 16.7500
6/15/98 2,000.000 16.7500
6/18/98 500.000 17.0000
6/22/98 5,000.000 17.2500
6/29/98 25,000.000 17.5000
6/29/98 5,000.000 17.5000
6/30/98 900.000 17.5000
6/30/98 500.000 17.7500
7/08/98 20,500.000 18.0000
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.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit
Number Description
99.1 Joint Filing Agreement
Page 6 of 7 Pages
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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: July 9, 1998
GEM VALUE FUND, L.P.
By: GEM Value Partners LLC
Its: General Partner
By: /s/Michael A. Elrad
Name: Michael A. Elrad
Title: Executive Vice President
GEM VALUE PARTNERS LLC
By: /s/Michael A. Elrad
Name: Michael A. Elrad
Title: Executive Vice President
Page 7 of 7 Pages
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities
Exchange Act of 1934, as amended, each of the persons named below agrees to
the joint filing of a Statement on Schedule 13D (including amendments
thereto) with respect to the Class A Limited Partnership Units of Heartland
Partners, L.P., a Delaware limited partnership, and further agrees that
this Joint Filing Agreement be included as an exhibit to such filings
provided that, as contemplated by Section 13d-1(f)(l)(ii), no person shall
be responsible for the completeness or accuracy of the information
concerning the other persons making the filing, unless such person knows or
has reason to believe that such information is inaccurate. This Joint
Filing may be executed in any number of counterparts, all of which together
shall constitute one and the same instrument.
Dated: July 9, 1998
GEM VALUE FUND, L.P.
By: GEM Value Partners LLC
Its: General Partner
By: /s/Michael A. Elrad
Name: Michael A. Elrad
Title: Executive Vice President
GEM VALUE PARTNERS LLC
By: /s/Michael A. Elrad
Name: Michael A. Elrad
Title: Executive Vice President
