LANDSING PACIFIC FUND INC
8-K, 1995-06-15
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)    June 5, 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 June 5, 1995, the registrant announced that, as a result of changing
         market conditions, its Board of Directors elected to discontinue merger
         negotiations with an affiliate of J.E. Robert  Companies.  The event is
         described  in the press  release  attached  hereto as Exhibit  99.1 and
         incorporated 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 June 5,
                 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:    June 14, 1995                    Signed by: /s/ Dean Banks
                                                    ----------------------------
                                          Name:      Dean Banks
                                                    ----------------------------
                                          Title:     Treasurer & Secretary
                                                    ----------------------------


                                  EXHIBIT 99.1


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

June  5, 1995


CONTACT:

Martin I. Zankel           Dean Banks
Chairman of the Board      Chief Financial Officer
Landsing Pacific Fund      Landsing Pacific Fund
415/956-1900               415/513-5259


FOR IMMEDIATE RELEASE:

                           LANDSING PACIFIC FUND, INC.
                  ANNOUNCES TERMINATION OF MERGER NEGOTIATIONS

San Mateo, CA, June 5, 1995 - Landsing Pacific Fund, Inc.  (AMEX:LPF)  announced
today that, as a result of changing  market  conditions,  its Board of Directors
elected to discontinue merger  negotiations with an affiliate of the J.E. Robert
Companies.  The Fund had previously  entered into a non-binding letter of intent
executed on April 12, 1995.

The Fund also  reported  that it intends to submit at its next annual  meeting a
previously  announced  proposal to stockholders for the liquidation of the Fund.
The  Board   believes  that  such  a  proposal  is  in  the  best  interests  of
stockholders.

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."

                                     - END -


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