U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1995
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period from to
----------------- -----------------
Commission File Number: 1-9942
LANDSING PACIFIC FUND, INC.
(Exact name of Small Business Issuer as specified in its charter)
Maryland 94-3066597
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
155 Bovet Road, Suite 101, San Mateo, California 94402
(Address of principal executive offices)
(415) 513-5252
(Issuer's telephone number, including area code)
No change in name, address or fiscal year
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Sections
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No
----- -----
The number of shares outstanding of the issuer's common stock at November 1,
1995 was 5,953,137 shares.
Transitional Small Business Disclosure Format: Yes No X
----- -----
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
LANDSING PACIFIC FUND, INC.
BALANCE SHEETS, SEPTEMBER 30, 1995 AND DECEMBER 31, 1994
(Amounts in thousands, except share amounts)
- -------------------------------------------------------------------------------------------------------------------
<CAPTION>
September 30, December 31,
1995 1994
----------- -----------
<S> <C> <C>
ASSETS
INVESTMENTS IN REAL ESTATE:
Rental properties $ 63,475 $ 88,698
Accumulated depreciation (15,474) (19,169)
----------- -----------
Rental properties - net 48,001 69,529
Real estate under contract for sale (net of accumulated depreciation
of $586 in 1995 and $28 in 1994) 3,151 2,150
----------- -----------
Total investments in real estate 51,152 71,679
----------- -----------
CASH AND CASH EQUIVALENTS 5,469 5,534
----------- -----------
OTHER ASSETS:
Accounts and interest receivable (net of allowance for doubtful
accounts of $70 in 1995 and $78 in 1994) 447 1,434
Prepaid expenses and deposits 126 324
Deferred leasing commissions, loan costs, and other assets (net of accumulated
amortization of $1,461 in 1995 and $2,380 in 1994) 929 1,357
----------- -----------
Total other assets 1,502 3,115
----------- -----------
TOTAL ASSETS $ 58,123 $ 80,328
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Notes payable $ 26,675 $ 47,929
Accounts payable 540 449
Other liabilities 1,157 1,200
----------- -----------
Total liabilities 28,372 49,578
----------- -----------
STOCKHOLDERS' EQUITY:
Shares of preferred stock, par value of $.01;
shares authorized: 5,000,000; shares issued and outstanding: none
Shares of common stock, par value of $.001;
shares authorized: 20,000,000; shares issued and
outstanding: 5,953,137 in 1995 and 1994 6 6
Capital in excess of par value 131,386 131,389
Retained deficit and accumulated distributions (101,641) (100,645)
----------- -----------
Total stockholders' equity 29,751 30,750
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 58,123 $ 80,328
=========== ===========
<FN>
The accompanying notes are an integral part of the financial statements.
</FN>
</TABLE>
-2-
<PAGE>
<TABLE>
LANDSING PACIFIC FUND, INC.
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS AND NINE MONTHS ENDED
SEPTEMBER 30, 1995 AND 1994
(Amounts in thousands, except share amounts)
- ----------------------------------------------------------------------------------------------------------------------
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
-------------------------- ------------------------
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
REVENUES:
Rental income $ 2,572 $ 2,944 $ 7,719 $ 9,288
Other income 87 61 219 88
---------- --------- -------- ---------
Total revenues 2,659 3,005 7,938 9,376
---------- --------- -------- ---------
EXPENSES:
Operating 734 922 2,161 3,038
Depreciation and amortization 702 1,014 2,218 3,154
Interest and other financing costs 1,217 1,328 3,777 3,647
General and administrative 397 472 1,225 1,435
Other (income) expense 324 (15) 582 153
Provision for loss in value of investments
in real estate and loan collateral value (218) -- 2,082 7,000
---------- --------- -------- ---------
Total expenses 3,156 3,721 12,045 18,427
---------- --------- -------- ---------
Loss before extraordinary gain (497) (716) (4,107) (9,051)
Extraordinary gain on extinguishment of debt 2,644 -- 3,111 --
---------- --------- -------- -------
NET INCOME (LOSS) $ 2,147 $ (716) $ (996) $ (9,051)
========== ========= ========= ========
INCOME (LOSS) PER SHARE:
Loss before extraordinary gain $ (.08) $ (.12) $ (.69) $ (1.52)
Extraordinary gain on extinguishment of debt .44 -- .52 --
---------- --------- -------- --------
NET INCOME (LOSS) PER SHARE $ .36 $ (.12) $ (.17) $ (1.52)
========== ========= ======== ========
Weighted average shares outstanding 5,953 5,953 5,953 5,953
========== ========= ======== ========
<FN>
The accompanying notes are an integral part of the financial statements.
</FN>
</TABLE>
-3-
<PAGE>
<TABLE>
LANDSING PACIFIC FUND, INC.
STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
(Amounts in thousands)
- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (996) $ (9,051)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization 2,218 3,154
Provision for doubtful accounts 76 7
Provision for loss in value of real estate and loan collateral 2,082 7,000
Extraordinary gain on extinguishment of debt (3,111) --
Changes in operating assets and liabilities:
Decrease in accounts and interest receivable 534 325
Decrease in prepaid expenses, deposits, and other assets 381 75
Increase (decrease) in other liabilities (268) 18
Increase (decrease) in accounts payable 91 (130)
-------- --------
Net cash provided by operating activities 1,007 1,398
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of rental properties 17,346 4,933
Capital expenditures and construction (276) (2,473)
Increase in deferred expenses (250) (616)
Partial recovery of participating mortgage loan 251 --
-------- --------
Net cash provided by investing activities 17,071 1,844
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable -- 17,925
Payments on notes payable (18,143) (19,951)
-------- --------
Net cash provided by (used in) financing activities (18,143) (2,026)
-------- --------
Increase (decrease) in cash and cash equivalents (65) 1,216
Cash and cash equivalents at beginning of period 5,534 2,005
-------- --------
Cash and cash equivalents at end of period $ 5,469 $ 3,221
======== ========
<FN>
The accompanying notes are an integral part of the financial statements.
</FN>
</TABLE>
-4-
<PAGE>
<TABLE>
LANDSING PACIFIC FUND, INC.
STATEMENTS OF CASH FLOWS (Continued)
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
(Amounts in thousands)
- -------------------------------------------------------------------------------------------------------------------
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Cash disbursed during the period for interest, net of $34
capitalized in 1995 and $170 in 1994. $ 3,643 $3,320
======= ======
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Cost of rental properties sold or disposed
(net of accumulated depreciation) $ -- $3,997
Notes payable retired or forgiven -- (4,142)
Other assets and liabilities retired or forgiven -- 53
------- -------
Net proceeds from sale of rental properties $ -- $ (92)
======= =======
<FN>
The accompanying notes are an integral pat of the financial statements.
</FN>
</TABLE>
-5-
<PAGE>
LANDSING PACIFIC FUND, INC.
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying financial statements for Landsing Pacific
Fund, Inc. ("the Fund") should be read in conjunction with the Fund's
1994 Annual Report on Form 10-KSB, as amended. The balance sheet at
December 31, 1994 was derived from audited financial statements. The
balance sheet as of September 30, 1995 and the statements of operations
and cash flows for the interim periods ending September 30, 1995 are
unaudited. Certain disclosures which would normally be included with
audited statements have been condensed or omitted. However, in the
opinion of the Fund's management, all adjustments considered necessary
for a fair presentation have been included.
Net income (loss) per share is computed by dividing net loss
by the weighted average number of shares outstanding during the period.
Certain amounts in the 1994 financial statements have been
reclassified to conform to the 1995 presentation.
2. GAIN (LOSS) FROM SALE OF INVESTMENTS IN REAL ESTATE AND PROVISION
FOR LOSS IN VALUE OF REAL ESTATE AND LOAN COLLATERAL
During the nine months ended September 30, 1995, a $2,333,000
provision for loss was recorded to reduce the carrying value of the
respective properties estimated net realizable value for Country Hills
Towne Center in Diamond Bar, California, and the Nohr Plaza Shopping
Center in San Leandro, California. During the nine months ended
September 30, 1995, the Fund recognized $251,000 in partial recoveries
on one participating mortgage loan.
<TABLE>
During the nine months ended September 30, 1995, three
properties and one parcel were sold for approximately their carrying
value. Accordingly, no additional gain or loss was recognized in 1995.
The properties and parcel sold are as follows:
<CAPTION>
Property Date of Sale Gross Sales Price
-------- ------------ -----------------
<S> <C> <C>
Multnomah Building
and Imperial Garage March 30, 1995 $2,300,000
Portland, Oregon
Approximately 1.2 acres of land at
Country Hills Towne Center June 28, 1995 780,000
Diamond Bar, California
Country Hills Towne Center September 20, 1995 12,550,000
Diamond Bar, California
Inwood Central Shopping Center
Houston, Texas September 26, 1995 2,000,000
--------------
$17,630,000
==============
</TABLE>
-6-
<PAGE>
Subsequent to September 30, 1995, the 466 Forbes Building in
South San Francisco, California was sold for $3,230,000.
3. COLLATERAL FOR PARTICIPATING MORTGAGE LOAN
In March 1995, the Fund received $455,000 in final proceeds on
a participating mortgage loan collateralized by a first mortgage on
land in Sonoma, California. These funds were recognized as of December
31, 1994, as a recovery which reduced the provision for loss in value
of investments in real estate.
During 1994, an unsecured claim by the Fund for $925,000 was
recognized in the bankruptcy of a guarantor of a participating mortgage
loan, the collateral for which was foreclosed by a senior lender in
1993. The eventual maximum payment out of the bankruptcy is estimated
to be $.35 per $1.00 of claims. During the nine months ended September
30, 1995, the Fund collected $251,000 from the bankruptcy estate,
bringing total distribution proceeds to $290,000.
4. NOTES PAYABLE
On April 5, 1995, the Fund made a cash payment of
$1,027,000 to retire a $1,494,000 loan, thereby realizing a $467,000
extraordinary gain on extinguishment of debt. The loan was
collateralized by the Nohr Plaza Shopping Center in San Leandro,
California.
On August 31 , 1995, the Fund paid down a term loan
collateralized by the St. Paul Business Center West property in
Maplewood, Minnesota by $800,000. The maturity of the loan was
extended, as a result, until February 29, 1996.
On September 20, 1995, the Fund used the proceeds
from the sale of Country Hills Towne Center to make a cash payment of
$11,500,000 to pay off $14,144,000 in loans collateralized by the
property, thereby, realizing a $2,644,000 extraordinary gain on
extinguishment of debt.
On September 28, 1995, the Fund made a cash payment
of $3,718,000 to payoff a loan collateralized by the Academy Place
Shopping Center in Colorado Springs, Colorado.
Subsequent to September 30, 1995, the Fund used
proceeds from the sale of the 466 Forbes Building in South San
Francisco, California to make a $3,218,00 reduction in a loan which was
collateralized by the 466 Forbes Building and four other properties.
-7-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION
INTRODUCTION
The Fund's current objective is to maximize the value of stockholders'
investment by liquidation of the Fund. On October 23, 1995, the stockholders of
the Fund approved a Plan of Liquidation and Dissolution (the "Plan"). Under the
provisions of the Plan, the Fund will atempt to sell all of its real estate
assets in an orderly fashion. The proceeds from the sale of assets, less costs
of sale, the repayment of debt, and any provision for reserves and costs of
liquidating the Fund, will be distributed to stockholders.
The Fund's portfolio as of September 30, 1995 consisted of fee title
ownership of 16 properties. The Fund owns light-industrial properties and
shopping centers.
LIQUIDITY AND CAPITAL RESOURCES
Current projections are that capital expenditures for tenant and
building improvements will be approximately $350,000 for the last three months
of 1995. The principal source of liquidity for these requirements is current
cash reserves. At September 30, 1995, the Fund's unrestricted cash and cash
equivalents were $5,469,000.
At September 30, 1995 the Fund had borrowings of $1,886,000 that mature
prior to December 31, 1995. As of September 30, 1995, the principal amount of
the Fund's debt that will mature in the next three years is as follows: 1995 -
$1,886,000, 1996 - $4,539,000; 1997 - $12,534,000. It is expected that all of
these loans will either be extended or the loans restructured if they are not
repaid prior to maturity. The sources of liquidity to meet loan repayments are
cash reserves and proceeds from the sale of properties.
During the nine months ended September 30, 1995, the Fund sold the
Multnomah Building, the Imperial Garage, the Country Hills Towne Center, and the
Inwood Shopping Center, which produced net cash proceeds of $17,346,000.
Subsequent to September 30, 1995, the Fund sold the 466 Forbes Building
in South San Francisco, California for $3,230,000. Proceeds from the sale were
used to make a $3,218,000 paydown on a loan collateralized by the 466 Forbes
Building and four other properties.
Also, subsequent to September 30, 1995, the Fund signed a definitive
agreement to sell all of its real estate assets to Bedford Property Investors,
Inc. ("Bedford"), a real estate investment trust based in Lafayette, California.
A condition of the definitive agreement requires that the transaction be closed
by December 14, 1995.
Bedford has offered to acquire all of the Fund's fifteen remaining
properties for approximately $50,760,000. The purchase price would be paid in
cash and a $900,000 non-recourse note collateralized by one of the properties.
The Fund's debt of approximately $23,450,000 would be repaid from the sale
proceeds.
-8-
<PAGE>
If the sale is completed, proceeds from liquidation of the Fund's
assets, net of liabilities, provisions for reserves and costs of liquidation,
are estimated to be between $4.75 and $5.00 per share. The Fund cautions that
there is no assurance that the transaction will be completed, or if completed,
that the actual net proceeds will be within the estimated range. Furthermore,
there can be no assurance as to the timing of the distribution of the
liquidation proceeds.
RESULTS OF OPERATIONS
Nine Months Ended September 30, 1995 Compared with the Nine Months Ended
September 30, 1994
Operating results for the periods ending September 30, 1995 and
September 30, 1994 are not comparable because of the difference in the number
and magnitude of investments held. Events which impacted the comparability of
these results include: (i) the sale of Twin Oaks Executive Center in Beaverton,
Oregon on January 20, 1994, (ii) the disposition of BancFirst and 101 Park
Avenue Office Buildings in Oklahoma City, Oklahoma on February 28, 1994, (iii)
the sale of Camden Park Shopping Center in Houston, Texas on June 7, 1994, (iv)
the sale of Franklin Business Park in Boise, Idaho on November 10, 1994, (v) the
sale of 6900 Place Shopping Center in Oklahoma City, Oklahoma on December 22,
1994, and (vi) the sale of Multnomah Building and Imperial Garage in Portland,
Oregon on March 30, 1995, (vii) the sale of a parcel at Country Hills Towne
Center on June 28, 1995, (viii) the sale of Country Hills Towne Center in
Diamond Bar, California on September 20, 1995, and (ix) the sale of Inwood
Shopping Center in Houston, Texas on September 26, 1995.
The following table reclassifies the 1995 and 1994 operating results of
the Fund in order to present the results as if the Fund had not owned eight
properties which were disposed of during 1995 and 1994:
-9-
<PAGE>
<TABLE>
Table 1
Proforma Operating Results
Including Only Properties Held Throughout Comparable Periods
(Excludes Disposed Properties)
(amounts in thousands)
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
----------------------- ------------------------
1995 1994 1995 1994
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenues $ 2,078 $ 2,045 $ 6,056 $ 6,061
Operating expenses 507 548 1,443 1,598
-------- -------- -------- --------
Income from property operations 1,571 1,497 4,613 4,463
-------- -------- -------- --------
Interest expense and other financing costs 881 942 2,688 2,626
General and administrative expense 397 473 1,225 1,435
Other (income) expense 143 (31) 352 92
Depreciation and amortization 561 733 1,765 2,117
Provision for loss in value of investments
in real estate and loan collateral value (218) -- 2,082 7,000
-------- -------- -------- --------
1,764 2,117 8,112 13,270
-------- -------- -------- --------
Loss before extraordinary gain (193) (620) (3,499) (8,807)
Extraordinary gain on extinguishment of debt 2,644 -- 3,111 --
-------- -------- -------- --------
Income (loss) before operating results of disposed
properties 2,451 (620) (388) (8,807)
Operating results of disposed properties (305) (96) (608) (244)
-------- -------- -------- --------
Net income (loss) $ 2,146 $ (716) $ (996) $ (9,051)
======== ======== ======== ========
</TABLE>
The discussion of changes in results of operations which follows is
based on the proforma comparison of operating results excluding disposed
properties as presented in Table 1.
Nine Months Ended September 30, 1995 Compared With Nine Months Ended September
30, 1994
Operating expenses decreased 10% in 1995 primarily as a result of
reduced property tax assessments, advertising spending, and maintenance and
repair costs at several properties.
General and administrative expense declined by 15% in 1995 due to a
reduction in personnel in 1994 and 1995.
-10-
<PAGE>
Other income/expense consisted of merger/liquidation costs in 1995 and
terminated equity offering and loan refinancing negotiation costs in 1994.
Depreciation and amortization expense decreased 17% in 1995 due to a
reduction in carrying value resulting from write downs to net realizable value
in June and December 1994, and June 1995.
During the nine months ended September 30, 1995, a $2,333,000 provision
for loss was recorded to reduce the carrying value of Country Hills Towne Center
and Nohr Plaza to estimated net realizable value. The Fund also recognized
$251,000 in recoveries on a participating mortgage loan as a reduction in the
provision for loss.
In 1995, the Fund realized a $2,644,000 extraordinary gain on
extinguishment of debt by making a cash payment of $11,500,000 to payoff
$14,144,000 in loans collateralized by the Country Hills Towne Center in Diamond
Bar, California. The Fund also realized a $467,000 extraordinary gain on
extinguishment of debt by making a cash payment of $1,027,000 to payoff a
$1,494,000 loan collateralized by the Nohr Plaza Shopping Center in San Leandro,
California.
Three Months Ended September 30, 1995 Compared with the Three Months Ended
September 30, 1994
Interest expense and other financing costs decreased by 6% in the
quarter as a result of the impact of a prime rate decrease on the Fund's
variable-rate debt, and also due to an $800,000 paydown on a term loan
collateralized by St. Paul Business Center West in St. Paul, Minnesota.
General and administrative expense decreased by 16% in the quarter as a
result of a reduction in personnel and a decrease in audit costs in 1995.
Other income/expense increased in the quarter as a result of settlement
of a lawsuit in 1994 on more favorable terms than anticipated, resulting in the
reversal of a prior quarter accrual.
Depreciation and amortization decreased 23% in the third quarter of
1995 as compared with the same period in 1994 due to a reduction in carrying
value resulting from write downs to net realizable value which were made in June
and December 1994, and June 1995.
The remaining variances are attributable to factors discussed in the
comparison of results of operations for the nine months ended September 30, 1995
and the nine months ended September 30, 1994.
POTENTIAL FACTORS AFFECTING FUTURE OPERATING RESULTS
As discussed above under Liquidity and Capital Resources, the
stockholders have approved the Plan of Liquidation and Dissolution. As
properties are sold, the effect would be to decrease the contribution of such
properties to overall Fund operating results. Because certain of the Fund's
general and administrative expenses are fixed rather than variable, the
decreased contribution from properties which are sold would result in a decrease
in total Fund operating results.
-11-
<PAGE>
Since the stockholders approved the Plan of Liquidation and
Dissolution, it is anticipated that future financial statements will reflect
valuation of all of the Fund's investments on the basis of estimated liquidation
prices. Preliminary estimates indicate that the aggregate of sales prices net of
closing costs would not be less than the projected carrying values at the time
of sale. The Fund may record the estimated costs of liquidation and dissolution.
Preliminary estimates, as of September 30, 1995, indicate that a provision of
approximately $2,000,000 would be required to record such costs.
Since 74% of the Fund's debt bears variable rate interest, increases or
decreases in the prime rate will increase or decrease the Fund's interest
expense.
-12-
<PAGE>
PART II. OTHER INFORMATION
Items 1 through 5 have been omitted since they are inapplicable or the answer is
negative.
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
2.1 Plan of Liqudation and Dissolution of Landsing Pacific Fund,
Inc. Incorporated by reference to Exhibit A to Schedule 14A
filed with the Commission on September 14, 1995.
3.1 Articles of Incorporation. Incoporated by reference to Exhibit
A of the Fund's Form 8-B filed with the Commission on November
1, 1993, as amended pursuant to the certificate of Amendment
attatched hereto as Exhibit 3.1.
3.2 Bylaws, incorporated by reference to Exhibit A of the Fund's
Form 8-B filed with the Commission on November 1, 1993, as
amended pursuant to the Secretary's Certificate attached
hereto as Exhibit 3.2.
10.1 Rights Agreement dated as of July 26, 1990 between Landsing
Pacific Fund and Gemysis, Inc. as Rights Agent. Incorporated
by reference to Quarterly Report on Form 10-Q for the quarter
ended June 30, 1990.
10.2 Amendment to Rights Agreement dated July 8, 1993 between
Landsing Pacific Fund and Registrar and Transfer Company.
Incorporated by reference to Amendment No. 4 to Form S-3 filed
with Commission on February 11, 1994.
10.3 Settlement Agreement and Release of Claims, dated October 15,
1992, between Landsing Pacific Fund, Pacific Coast Capital,
The Landsing Corporation, and Gary K. Barr (without exhibits).
Incorporated by reference to Exhibit 10.2 to Annual Report on
Form 10-K for the year ended December 31, 1992.
10.4 Landsing Pacific Fund Management Incentive Plan dated May 17,
1993. Incorporated by reference to Quarterly Report on Form
10-Q for the quarter ended June 30, 1993.
10.5 Employee Stock Incentive Plan. Incorporated by reference to
Amendment No. 4 to Form S-3 filed with the Commission on
February 11, 1994.
10.6 1993 Directors Stock Incentive Plan. Incorporated by reference
to Amendment No. 4 to Form S-3 filed with the Commission on
February 11, 1994.
10.7 Agreement dated June 18, 1993. Incorporated by reference to
Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter
ended June 30, 1993.
-13-
<PAGE>
10.8 Severance Payment Plan for Executive Officers dated as of
November 1, 1994. Incorporated by reference to Exhibit 10.8 to
Annual Report on Form 10KSB for the year ended December 31,
1994.
b. Reports on Form 8-K
The Fund filed a report on Form 8-K dated August 11, 1995, which
disclosed the execution of an agreement with one of its lenders which permited
the Fund to payoff $14,144,000 of debt for $11,500,000, upon certain conditions.
The Fund filed a report on Form 8-K dated September 20, 1995, which
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.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
LANDSING PACIFIC FUND, INC.
Date: November 14, 1995 /s/ Joseph M. Mock
-----------------------------
Joseph M. Mock
Executive Vice President
Date: November 14, 1995 /s/ Dean Banks
----------------------------
Dean Banks
Chief Financial Officer
-14-
<PAGE>
<TABLE>
E X H I B I T I N D E X
<CAPTION>
Exhibit Number Exhibit Description Page
- -------------- ------------------- ----
<S> <C> <C>
3.1 Articles of Incorporation. Incorporated by reference to Exhibit A 16
of the Fund's Form 8-B filed with the Commission on November 1,
1993, as amended pursuant to the certificate of Amendment attached
hereto as Exhibit 3.1
3.2 Bylaws, incorporated by reference to Exhibit A of the Fund's 17
Form 8-B filed with the Commission on November 1, 1993, as
amended pursuant to the Secretary's Certificate attached hereto as
Exhibit 3.2.
27 Financial Data Schedule 18
</TABLE>
-15-
Exhibit 3.1
ARTICLES OF AMENDMENT
OF
LANDSING PACIFIC FUND, INC.
THIS IS TO CERTIFY THAT:
FIRST: The charter of Landsing Pacific Fund, Inc., a Maryland
corporation (the "Corporation"), is hereby amended by (i) deleting any and all
references to classes of Directors from Section 1 of Article X, (ii) deleting
existing Section 2 of Article X in its entirety, (iii) deleting the existing
caption to Section 3 of Article X and replacing such caption with "Section 2.
Vacancies" and (iv) deleting the existing caption to Section 4 of Article X and
replacing such caption with "Section 3. Removal".
SECOND: The amendments to the charter of the Corporation as set forth
above have been duly advised by the Board of Directors and approved by the
stockholders of the Corporation as required by law.
THIRD: The undersigned president acknowledges these Articles of
Amendment to be the corporate act of the Corporation and as to all matters or
facts required to be verified under oath, the undersigned president acknowledges
that to the best of his knowledge, information and belief, these matters and
facts are true in all material respects and that this statement is made under
the penalties for perjury.
IN WITNESS WHEREOF, the Corporation has caused these Articles to be
signed in its name and on behalf by its president and attested to by its
secretary on this 30th day of October, 1995.
LANDSING PACIFIC FUND, INC.
By: /s/ Martin I. Zankel
-----------------------------
Its: President
ATTEST:
By: /s/ Dean Banks
----------------------
Its: Secretary
-16-
Exhibit 3.2
CERTIFICATE OF SECRETARY
The undersigned, being the duly elected, qualified and acting Secretary
of Landsing Pacific Fund. Inc., a Maryland corporation (the "Fund"), does hereby
certify that at a meeting of the Fund's Board of Directors, duly called and
noticed, which was held on March 27, 1995, the Board of Directors adopted the
following amendment to the Bylaws:
Article III, Section 2 of the Bylaws was deleted and replaced
by the following:
"Section 2. Number; Tenure. The Board of Directors
shall be comprised of between three (3) and nine (9)
members, the exact number to be fixed from time to time
by resolution of the Board of Directors, all of whom
shall be over the age of eighteen (18) and who need not
be stockholders. Each director shall be elected to hold
office until the next annual meeting of stockholders and
until the election and qualification of their successor."
I further certify that at a meeting of the Fund's Board of Directors,
duly called and noticed, which was held on July 27, 1995, the Board of Directors
adopted the following amendment to the Bylaws:
Article II, Section 2 of the Bylaws was deleted and replaced
by the following:
"Section 2. Annual Meeting. The annual meeting of the
stockholders of the Corporation shall be held on such
date and at such time as may be determined by the Board
of Directors, during the month of October in each year."
IN WITNESS WHEREOF, I have subscribed my name this 10th day of
November, 1995.
/s/ Dean Banks
--------------------------------
Dean Banks, Secretary
-17-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from the
financial statements included in the Form 10-QSB for the period ended
September 30, 1995.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<CASH> 5,469
<SECURITIES> 0
<RECEIVABLES> 517
<ALLOWANCES> 70
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 67,212
<DEPRECIATION> 16,060
<TOTAL-ASSETS> 58,123
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 6
0
0
<OTHER-SE> 29,745
<TOTAL-LIABILITY-AND-EQUITY> 58,123
<SALES> 7,719
<TOTAL-REVENUES> 7,938
<CGS> 0
<TOTAL-COSTS> 2,161
<OTHER-EXPENSES> 2,218
<LOSS-PROVISION> 2,082
<INTEREST-EXPENSE> 3,777
<INCOME-PRETAX> (4,107)
<INCOME-TAX> 0
<INCOME-CONTINUING> (4,107)
<DISCONTINUED> 0
<EXTRAORDINARY> 3,111
<CHANGES> 0
<NET-INCOME> (996)
<EPS-PRIMARY> (.17)
<EPS-DILUTED> (.17)
</TABLE>
