ASR INVESTMENTS CORP
8-K, 1997-11-06
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): October 27, 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 October 27, 1997,  the Company  completed  the  acquisition  from an
independent  third party the Arbor  Tarrace  Apartments,  a two-phase  community
consisting of 276 units in Port Orchard,  Washington (a suburb of Seattle).  The
seller  contributed  the  property  to  Heritage  Communities  L.P. of which the
Company is the general  partner.  The Company (i) obtained and assumed  mortgage
debts of $7,824,950, (ii) issued 86,184 shares of the Company's common stock and
(iii) paid $3,400,000 in cash to the seller.

         The  community  was built in 1995 and 1996.  At October 27,  1997,  the
community had an average monthly rent of $627 ($0.71 per square foot) per month,
and an average  occupancy  rate of 90%. The  community's  main  competition  for
tenants  comes from  apartments  in the  surrounding  area.  As the community is
relatively  new,  the Company does not plan to incur major  capital  improvement
expenditures.

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

(a)      FINANCIAL STATEMENTS OF PROPERTIES ACQUIRED

         The required financial statements will be filed in an amendment to this
Report on Form 8-K on or before January 9, 1998.

(b)       PRO FORMA FINANCIAL STATEMENTS

         The  required  pro  forma  financial  statements  will be  filed  in an
amendment to this Report on Form 8-K on or before January 9, 1998.
<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

November 6, 1997


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