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) December 14, 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 jurisdiction (I.R.S. Employer
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 2. ACQUISITION AND DISPOSITION OF ASSETS:
On December 14, 1995, the registrant completed the sale of its 14
remaining real estate assets to Bedford Property Investors, Inc.
("Bedford"). The purchase price was approximately $49,700,000. The
consideration received consisted of approximately $46,700,000 of cash
and a $3,000,000 irrevocable direct-draw letter of credit, which may be
drawn on December 14, 1996. In a seperate transaction, the Fund also
completed the sale of its Nohr Plaza property for a purchase price of
$790,000.
The sale was completed in connection with the Plan of Liquidation and
Dissolution adopted by the stockholders at a meeting held on October
23, 1995.
Martin I. Zankel, the Fund's Chairman of the Board, President and Chief
Executive Officer, is a Director of Bedford. Mr. Zankel is the
beneficial owner of approximately 0.3% of the outstanding shares of
Bedford's common stock and holds options to purchase approximately 1%
of the outstanding shares of Bedford's common stock.
Item 5. OTHER EVENTS
On December 14, 1995, the registrant announced the closing of the sale
of properties in Item 2 above. In addition, the registrant announced
(i) the declaration of an initial liquidating distribution of $4.54 per
share, (ii) its intention to transfer all of its remaining assets to
the Landsing Pacific Fund Liquidating Trust, (iii) that estimated final
liquidating distributions would be in the general range of $.25 to $.35
per share, (iv) that after December 22, 1995 the registrant's common
stock will not be eligible for trading on the American Stock Exchange
and (v) the beneficial interests in the Landsing Pacific Fund
Liquidating Trust will not be transferable. The complete announcement
is contained in the press release attached hereto as Exhibit 99.1 and
is incorporated by reference herein.
<PAGE>
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
The following exhibits are filed as part of this report:
2.1 Plan of Liquidation and Dissolution of Landsing Pacific
Fund, Inc. incorporated by reference to Exhibit A to Schedule
14A filed with the Commission on September 14, 1995.
99.1 Landsing Pacific Fund, Inc. Press Release dated December
14, 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: December 21, 1995 Signed by: /s/Dean Banks
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Name: Dean Banks
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Title: Treasurer and Secretary
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EXHIBIT 99.1
N E W S R E L E A S E
December 14, 1995
CONTACT:
Martin I. Zankel Dean Banks
Chairman of the Board Chief Financial Officer
415/956-1900 415/513-5259
FOR IMMEDIATE RELEASE:
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LANDSING PACIFIC FUND, INC. ANNOUNCES
SALE OF REMAINING REAL ESTATE ASSETS
AND INITIAL LIQUIDATING DISTRIBUTION
SAN MATEO, CA -- Landsing Pacific Fund, Inc. (AMEX:LPF) announced today the
closing of the sale of the Fund's 14 remaining properties to Bedford Property
Investors, Inc., (NYSE:BED) ("Bedford") for a purchase price of approximately
$49,700,000. The Fund also announced that it sold its Nohr Plaza property in San
Leandro, California for a purchase price of $790,000 in a separate transaction.
The Fund reported that its Board of Directors has declared an initial
liquidating distribution of $4.54 per share payable on December 29, 1995 to
stockholders of record on December 22, 1995.
<PAGE>
The Fund previously announced its intention to transfer all of its remaining
assets prior to the end of 1995 to the Landsing Pacific Fund Liquidating Trust
(the "Trust"). Stockholders of the Fund would become beneficiaries of the Trust.
The beneficial interests in the Trust will not be transferable. The assets which
will be transferred to the Trust include the Fund's residual interest in a $3
million letter of credit, which was received as part of the consideration in the
sale to Bedford, and a $560,000 2-year mortgage loan collateralized by the Nohr
Plaza Property.
The purpose of the Trust is to complete the liquidation of the Fund's assets,
pay all liabilities and make final liquidating distributions. The Fund estimates
that the final liquidating distributions from the Trust would be in the general
range of $.25 to $.35 per share, in addition to the initial distribution.
After the December 22, 1995 record date for the initial liquidating
distribution, the Fund's common stock will no longer be eligible for trading on
the American Stock Exchange. The corporate stock transfer books will be closed
at that time.
Landsing Pacific Fund, Inc. is a self-administered real estate investment trust
which shares are traded on the American Stock Exchange under the symbol "LPF."
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