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



                                    FORM 8-K



                                 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 30, 1998



                        CLARION COMMERCIAL HOLDINGS, INC.

             (Exact name of registrant as specified in its charter)


                                    Maryland

                          (State or other jurisdiction
                                of incorporation)

                                    001-14167

                                (Commission File
                                     Number)

                                    13-398895

                                (I.R.S. Employer
                             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



Item 5.  Other Events

         On  June  30,  1998,  Clarion  Commercial   Holdings,   Inc.("Clarion")
announced  Clarion's  decision to initiate a program to repurchase shares of its
Common  Stock,  par value  $.001 per  share.  The news  release  announcing  the
repurchase  program,  dated June 30, 1998, is incorporated by reference  herein,
and is attached and filed herewith as Exhibit 99.3.


Item 7.  Financial Statements and Exhibits

         (c)      Exhibits

                  The following exhibit is filed as part of this report:

                  (99.3)   News release of Clarion Commercial Holdings, Inc.
                           dated June 30, 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 7, 1998               By: /s/ Daniel Heflin
                                       ----------------------------------------
                                            Daniel Heflin
                                            Chief Executive Officer 
                                              and President



<PAGE>


                                  EXHIBIT INDEX

Exhibit
Number   Description

99.3     The news release of Clarion Commercial Holdings, Inc.
         dated June 30, 1998.






Exhibit 99.3

                                           Contact:   Joanne Vitale
                                                      212-883-2536

CLARION COMMERCIAL HOLDINGS, INC.
AUTHORIZES STOCK REPURCHASE PROGRAM


NEW YORK, June 30, 1998 - Clarion  Commercial  Holdings,  Inc. (NYSE: CLR) today
announced  that its Board of Directors has  authorized  the  repurchase of up to
400,000 shares of the Company's Class A Common Stock. The purchases will be made
from time to time in the open market or in  privately  negotiated  transactions.
The program will continue until the Company acquires the 400,000 shares or until
June 30, 1999.

According to Daniel Heflin,  President and CEO of Clarion  Commercial  Holdings,
the Board's  decision to initiate the  repurchase  program is in response to the
strong  relative  value  currently  represented  by  the  Company's  stock.  "In
assessing investment  alternatives,  our first consideration is potential growth
in shareholder  value," said Mr. Heflin.  "We believe that our common stock,  at
recent levels, represents an excellent buying opportunity for the Company."

Clarion  Commercial  Holdings  raised  $100  million  in  capital  in an initial
offering  completed  on June 2,  1998  and paid a $.14  dividend  for the 29 day
period  ending June 30, 1998.  To date,  the Company has acquired  approximately
$240  million in  commercial  real  estate-related  assets and does not have any
exposure to the single family  mortgage  sector,  which recently has experienced
prepayment-related volatility.

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

                                       ###



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