ASR INVESTMENTS CORP
8-K, 1997-06-18
REAL ESTATE INVESTMENT TRUSTS
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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 4, 1997


                          ASR Investments Corporation
             ------------------------------------------------------
             (Exact name of Registrant as specified in its Charter)


  Maryland                         1-9646                  86-0587826
- --------------               ---------------------       --------------
State or other               (Commission File No.)       (IRS Employer)
jurisdiction of                                           
 incorporation)                                           


                   335 N. Wilmot Suite 250, Tucson, AZ 85711
                   -----------------------------------------
                    (Address of principal executive offices)

                                 (520) 748-2111
              ---------------------------------------------------
              (Registrant's telephone number, including area code)

                                (Not applicable)
               --------------------------------------------------
              (Former Name, former address and former fiscal year,
                         if changed since last report)
<PAGE>
                          ASR INVESTMENTS CORPORATION

                           Current Report on Form 8-K


ITEM 2.ACQUISITION OR DISPOSITION OF ASSETS.

         On June 4, 1997, the Company sold all of its remaining  mortgage assets
on the open market to an investment  banking firm for approximately  $13,350,000
and a gain of  $10,950,000.  The  purchase  price  of the  mortgage  assets  was
determined through arm's length negotiations  between the Company and the buyer.
As a result of the sale, the Company no longer owns any mortgage assets and will
not realize any additional cash flow or income from mortgage assets. The Company
plans to use the proceeds to purchase additional apartment  communities that are
under evaluation.

         The  Company  expects  net  income  for  future  periods will  decrease
substantially  because  of the  additional  depreciation  expense  from  the new
apartment communities and the absence of income from mortgage assets.

                              ********************

         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.

ASR INVESTMENTS CORPORATION


By: /s/ Joseph Chan
     -------------------------
Name:  Joseph Chan
Its:   Executive Vice President, Chief Operating Officer,
       Secretary and Treasurer

June 17, 1997


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