ORGANIZATION AND PURPOSE

Heartland Partners, L.P., a Delaware limited partnership (together with its subsidiaries, "Heartland" or the "Company"), was formed on October 6, 1988. Heartland's existence will continue until December 31, 2065, unless extended or dissolved pursuant to the provisions of Heartland's partnership agreement. Heartland was originally organized to engage in the ownership, purchasing, development, leasing, marketing, construction and sale of real estate properties. Heartland is now attempting to sell its remaining saleable real estate holdings with a view towards dissolving the partnership. The Company is undertaking to resolve its remaining...