LANDSING PACIFIC FUND INC
8-K, 1995-09-22
REAL ESTATE INVESTMENT TRUSTS
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                       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) September 20, 1995
                                                      --------------------


                           LANDSING PACIFIC FUND, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                                     1-9942
                             ----------------------
                             Commission File Number


             MARYLAND                                      94 - 3066597
--------------------------------------------------------------------------------
    (State or other jurisdiction                        (I.R.S. Employer 
          of incorporation)                           Identification number)


             155 Bovet Road, Suite 101, San Mateo, California 94402
             ------------------------------------------------------
                    (Address of principal executive offices)


                                 (415) 513-5252
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


                                       N/A
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)



<PAGE>

Item 5.  OTHER EVENTS:

         On September  20, 1995,  the  registrant  announced the sale of Country
         Hills Towne Center in Diamond Bar,  California for $12,550,000,  net of
         commission,  and  the  realization  of a  $2,600,000  discount  on  the
         repayment  of  the  mortgage  loan  which  was  collateralized  by  the
         property.  The event is described in the press release  attached hereto
         as Exhbit 99.1 and incorported by reference herein.


Item 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (c) Exhibits

                  The following exhibits are filed as part of this report:

                           99.1 Landsing  Pacific Fund, Inc. Press Release dated
                           September 20, 1995.

                                   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 thereunto duly authorized.


Date: September 20, 1995                   Signed by: /s/Dean Banks
                                                     ---------------------------
                                           Name:         Dean Banks
                                                     ---------------------------
                                           Title:        Secretary and Treasurer
                                                     ---------------------------



                                  EXHIBIT 99.1



N E W S  R E L E A S E
- - - -  - - - - - - -


September 20, 1995


CONTACT:

Martin I. Zankel           Dean Banks
Chairman of the Board      Chief Financial Officer

FOR IMMEDIATE RELEASE:
----------------------

                           LANDSING PACIFIC FUND, INC.
                 ANNOUNCES SALE OF SOUTHERN CALIFORNIA PROPERTY
                           AND DISCOUNTED LOAN PAYMENT

SAN MATEO, CA -- Landsing Pacific Fund, Inc. (AMEX:LPF) announced today the sale
of Country Hills Towne Center in Diamond Bar, California for $12,550,000, net of
commission.  As a result of the sale,  the Fund was able to realize a $2,600,000
discount on the repayment of the mortgage debt which was  collateralized  by the
property.

The Fund also  reported  that the Annual  Stockholders'  Meeting will be held on
October 23, 1995, at which time  stockholders will be asked to approve a plan to
liquidate the Fund. If the Fund is  liquidated,  the net  liquidation  proceeds,
after  realization  of the loan discount,  were  estimated in a recently  issued
proxy statement at between $4.42 and $4.88 per share. This estimate was based on
certain  valuations  prepared  by  Ernst &  Young,  in  addition  to  management
estimates  of other  proceeds  and  costs of  liquidation.  The Fund  cautioned,
however,  that there can be no assurance  that the actual net  proceeds  will be
within the estimated range or when net proceeds will be distributed.

Landsing Pacific Fund, Inc. is a self-administered  real estate investment trust
with equity  investments in industrial  properties,  and shopping  centers.  Its
shares are traded on the American Stock Exchange under the symbol "LPF."




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