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) October 9, 1995
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LANDSING PACIFIC FUND, INC.
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(Exact name of registrant as specified in its charter)
1-9942
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Commission File Number
MARYLAND 94 - 3066597
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(State or other (I.R.S. Employer
jurisdiction of incorporation Identification number)
155 Bovet Road, Suite 101, San Mateo, California 94402
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(Address of principal executive offices)
(415) 513-5252
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS:
On October 9, 1995, the registrant announced the sale of the 466
Forbes Building in South San Francisco, California for $3,230,000.
The event is described in the press release attached hereto as
Exhibit 99.1 and incorporated by reference herein.
On October 20, 1995, the registrant announced that it has signed a
definitive agreement to sell all of its remaining real estate
assets to Bedford Property Investors, Inc. The event is described
in the press release attached hereto as Exhibit 99.2 and
incorporated by reference herein.
On October 23, 1995, the registrant's stockholders voted at the
Annual Meeting to approve a Plan of Liquidation and Dissolution.
In addition, stockholders voted to amend the registrant's Charter
to eliminate provisions for classification of the Board of
Directors and voted to elect Martin I. Zankel and Herbert A. West
as directors.
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
October 9, 1995.
99.2 Landsing Pacific Fund, Inc. Press Release dated
October 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: October 26, 1995
Landsing Pacific Fund, Inc.
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(Registrant)
Signed by: /s/ Dean Banks
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Name: Dean Banks
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Title: Treasurer & Secretary
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EXHIBIT 99.1
N E W S R E L E A S E
October 9, 1995
CONTACT:
Martin I. Zankel Dean Banks
Chairman of the Board Chief Financial Officer
FOR IMMEDIATE RELEASE:
LANDSING PACIFIC FUND, INC
ANNOUNCES SALE OF CALIFORNIA PROPERTY
SAN MATEO, CA -- Landsing Pacific Fund, Inc. (AMEX:LPF) today announced closing
the sale of the 466 Forbes Building in South San Francisco, California for
$3,230,000. The proceeds of the sale were used to reduce a loan which was
collateralized by the 466 Forbes Building and four other properties located in
the San Francisco Bay Area.
The Fund also announced that it has used cash reserves to repay a $3,700,000
loan which was collateralized by Academy Place Shopping Center in Colorado
Springs, Colorado.
Landsing Pacific Fund, Inc. is a self-administered real estate investment trust
with equity investments in industrial properties and a shopping center. Its
shares are traded on the American Stock Exchange under the symbol "LPF."
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EXHIBIT 99.2
N E W S R E L E A S E
October 20, 1995
CONTACT:
Martin I. Zankel Dean Banks
Chairman of the Board Chief Financial Officer
FOR IMMEDIATE RELEASE:
LANDSING PACIFIC FUND, INC
ANNOUNCES AGREEMENT TO SELL ITS
REAL ESTATE ASSETS
SAN MATEO, CA -- Landsing Pacific Fund, Inc. (AMEX:LPF) announced today that it
has signed a definitive agreement to sell all of its remaining real estate
assets to Bedford Property Investors, Inc. (NYSE:BED) ("Bedford"), a real estate
investment trust based in Lafayette, California.
Subject to the satisfactory completion of due diligence and certain other
conditions, Bedford would acquire the Fund's fifteen 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.
Bedford's due diligence will be conducted to meet a requirement for closing of
the transaction by December 14, 1995.
The sale is subject to adoption of a Plan of Liquidation by the Fund's
stockholders at the Annual Meeting which will be held on October 23, 1995. If
approval is obtained and 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. However, the
Fund cautioned 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. Further, there can be no assurance when the proceeds of
liquidation will be distributed.
Landsing Pacific Fund, Inc. is a self-administered real estate investment trust
with equity investments in industrial properties, light industrial properties
and shopping centers. Its shares are traded on the American Stock Exchange under
the symbol "LPF."
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