SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________________ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 February 4, 1998 Date of report (Date of earliest event reported) PACIFIC REAL ESTATE INVESTMENT TRUST (Exact Name of Registrant as Specified in Charter) California 0-8725 94-1572930 (State or Other Jurisdiction (Commission (IRS Employer Identification of Incorporation) File Number) No.) 1010 El Camino Real, Suite 210 Menlo Park, California 94025 (Address of Executive Offices) (650) 327-7147 Registrant's telephone number, including area code N/A (Former Name or Former Address, If Changed Since Last Report) Item 5. Other Events At a Special Meeting of Shareholders in Lieu of the Annual Meeting of Shareholders of Pacific Real Estate Investment Trust, a California real estate investment trust ("PREIT"), held on February 4, 1998 (the "Meeting"), the shareholders of PREIT (the "Shareholders") voted in favor of a resolution approving the dissolution of PREIT, the orderly liquidation of the balance of PREIT's assets, and the distribution of the net proceeds to the Shareholders. Fifty-Nine percent (59%) of the Shareholders entitled to vote at the Meeting and Sixty-Eight percent (68%) of the Trust Shares entitled to vote at the Meeting voted in favor of the dissolution, termination and liquidation of PREIT. SIGNATURE 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 hereunto duly authorized. Dated: February 23, 1998 PACIFIC REAL ESTATE INVESTMENT TRUST By: /s/ Robert C. Gould ------------------------------------- Robert C. Gould, Vice President INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION - ----------- ----------- 1 Resolution of the Shareholders, adopted February 4, 1998