ASR INVESTMENTS CORP
8-K, 1997-09-29
REAL ESTATE INVESTMENT TRUSTS
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                                 UNITED STATES
                       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): September 18, 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 ID No.)
jurisdiction of incorporation)



               335 North Wilmot, Suite 250, Tucson, Arizona 85711
               --------------------------------------------------
               (Address of principal executive office) (Zip Code)


                                 (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 September  18, 1997,  the Company  completed  the  acquisition  from
independent  third  parties of three  apartment  communities  ("MTP  Properties)
containing a total of 900 units in the Dallas,  Texas area. A description of the
acquisition  and the  communities  is included  in a Current  Report on Form 8-K
filed by the Company on August 28, 1997. The sellers  contributed the properties
to Heritage  Communities L.P. of which the Company is the general  partner.  The
Company (i) assumed or refinanced  mortgage  debt  totalling  $18,035,000,  (ii)
issued  374,581  shares of the  Company's  common  stock,  (iii) issued  limited
partnership units in Heritage  Communities,  L.P. that are convertible to 27,721
shares of the Company's  common stock,  and (iv) paid  $2,400,000 in cash to the
sellers.  In addition,  the Company plans to spend  approximately  $1,900,000 in
capital improvements in these three communities.

ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL 
          INFORMATION, AND EXHIBITS.

(a)      FINANCIAL STATEMENTS OF PROPERTIES ACQUIRED

         The financial  statements  required under this Item 7 are included in a
Current Report on Form 8-K filed by the Company on August 28, 1997.

(b)       PRO FORMA FINANCIAL STATEMENTS

         The pro  forma  financial  statements  required  under  this Item 7 are
included  in a Current  Report on Form 8-K filed by the  Company  on August  28,
1997.

                                  ***********
<PAGE>
         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

September 29, 1997


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