CLARION COMMERCIAL HOLDINGS INC
8-K/A, 1998-07-01
REAL ESTATE INVESTMENT TRUSTS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                   FORM 8-K/A

                                (Amendment No. 1)

                                 CURRENT REPORT

          ------------------------------------------------------------

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934



                Date of Report (Date of earliest event reported):
                                  June 15, 1998



                        CLARION COMMERCIAL HOLDINGS, INC.

             (Exact name of registrant as specified in its charter)


          Maryland                     001-14167               13-398895 

(State or other jurisdiction       (Commission File        (I.R.S. Employer  
      of incorporation)                 Number)         Identification Number
                                                        

                                
                                
                                                     

                            
                            


                  335 Madison Avenue, New York, New York 10017
           (Address of principal executive offices including zip code)

                                 (212) 883-2500
                         (Registrant's telephone number
                              including area code)


<PAGE>

                                        2

The undersigned Registrant hereby amends Item 5 of its Current Report on Form
8-K dated June 15, 1998 to restate it as follows:


Item 5.  Other Events

         On June 11, 1998, Clarion Commercial Holdings, Inc.("Clarion") acquired
subordinated commercial backed securities (the "Securities") from Morgan Stanley
& Co. Incorporated in a private placement for a purchase price of $38.3 million.
Clarion acquired the Securities with cash borrowed under existing repurchase
agreements with Bear, Stearns & Co., Inc. The news release announcing the
acquisition of these securities, dated June 15, 1998, is incorporated by
reference herein, and is attached and filed herewith as Exhibit 99.2.


Item 7.  Financial Statements and Exhibits

         (c)   Exhibits

               The following exhibit is filed as part of this report:

               (99.2) News release of Clarion Commercial Holdings, Inc. dated
               June 15, 1998.


<PAGE>

                                        3

                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                    CLARION COMMERCIAL HOLDINGS, INC.
                                  (Registrant)



Date:    July 1, 1998            By: /s/ Daniel Heflin
                                    ------------------------------------------
                                         Daniel Heflin
                                         Chief Executive Officer and President


<PAGE>


                                  EXHIBIT INDEX

Exhibit
Number   Description

99.2     The news release of Clarion Commercial Holdings, Inc. dated June 15,
         1998.




Exhibit 99.2

                                                         Contact: Joanne Vitale
                                                                  212-883-2536

CLARION COMMERCIAL HOLDINGS
CLOSES ADDITIONAL ASSET PURCHASES

NEW YORK, NY, June 15, 1998 - Clarion Commercial Holdings, Inc. (NYSE: CLR)
announced today the acquisition of $41.7 million of subordinated commercial
mortgage backed securities issued by Morgan Stanley in its $926 million large
loan securitization, Morgan Stanley Capital I Inc., 1998-XL1. The transaction
adds significantly to Clarion's recent asset acquisitions of $201 million,
further advancing achievement of the Company's business plan.

In the transaction, the Company acquired both the BB and B-rated classes. The
securities, backed by 11 mortgages, are secured by 83 properties which have a
weighted average loan-to-value of 58% and a weighted average debt service
coverage ratio of 1.90x. The portfolio is comprised of office (25%), retail
(23%), regional mall (18.5%), hotel (17.8%) and multifamily (14.2%) properties.
With the acquisition, Clarion received special servicing rights.

Daniel Heflin, President and CEO of Clarion Commercial Holdings, expressed his
pleasure at the announcement of the acquisition. "We are organized to capitalize
on this type of market opportunity, where the depth of property and market
knowledge is paramount. Our strategy will continue to focus on opportunities
which exhibit strong underlying fundamentals and which allow us to benefit from
our competitive strengths."

Clarion Commercial Holdings, Inc. is a specialty finance company that invests in
commercial real estate investments. The Company is managed by Clarion Capital,
LLC. Clarion Capital, LLC and its affiliates manage more than $6 billion of real
estate investments and have more than 350 employees in 20 offices nationwide.

                                       ###




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