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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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):
MAY 31, 1997
BURNHAM PACIFIC PROPERTIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MARYLAND 1-9524 33-0204162
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
610 WEST ASH STREET 92101
SAN DIEGO, CALIFORNIA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(619) 652-4700
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
N/A
(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR,
IF CHANGE SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS
Effective at 11:59 p.m. on May 31, 1997 (the "Effective Time"), the
Registrant reincorporated from California to Maryland. Such reincorporation was
effected pursuant to Articles of Merger filed on May 27, 1997 with the Maryland
State Department of Assessments and Taxation, providing for the merger of
Burnham Pacific Properties, Inc., a California corporation ("Burnham
California"), with and into Burnham Pacific Properties, Inc., a Maryland
corporation ("Burnham Maryland"), at the Effective Time (the "Merger"). The
Merger was authorized by the shareholders of Burnham California on May 6, 1997,
the Proxy Statement dated March 31, 1997 for which sets forth as Appendices A, B
and C, respectively, the Agreement and Plan of Merger, the text of the Articles
of Amendment and Restatement (the "Charter") of Burnham Maryland and the Bylaws
of Burnham Maryland.
Under the Agreement and Plan of Merger, dated May 6, 1997 (the "Merger
Agreement"), each share of the common stock, no par value per share, of Burnham
California that was issued and outstanding immediately prior to the Effective
Time was by virtue of the Merger converted into one validly issued, fully paid
and nonassessable share of common stock, par value $.01 per share, of Burnham
Maryland. Each share of common stock, par value $0.01 per share, of Burnham
Maryland that was issued and outstanding immediately prior to the Effective Time
became by virtue of the Merger an authorized but unissued share of common stock
of Burnham Maryland. There were no issued and outstanding shares of any other
class of stock of either corporation.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) The following exhibits are filed as part of this Report:
3.1 Articles of Amendment and Restatement of Burnham Maryland dated
May 22, 1997 and effective on May 31, 1997, incorporated by
reference to pages B-1 through B-13 of the Registrant's Proxy
Statement for its 1997 Annual Meeting of Shareholders, dated
March 31, 1997 (the "1997 Annual Meeting Proxy Statement").
* 3.2 Articles of Merger between Burnham California and Burnham
Maryland dated May 22, 1997 and effective May 31, 1997.
3.3 Bylaws of Burnham Maryland, incorporated by reference to pages
C-1 through C-13 of the 1997 Annual Meeting Proxy Statement.
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* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
BURNHAM PACIFIC PROPERTIES, INC.
/s/ Daniel B. Platt
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Daniel B. Platt, Chief Financial Officer
Date: June 2, 1997
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EXHIBIT INDEX
Exhibit
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3.1 Articles of Amendment and Restatement of Burnham Maryland dated
May 22, 1997 and effective on May 31, 1997, incorporated by
reference to pages B-1 through B-13 of the Registrant's Proxy
Statement for its 1997 Annual Meeting of Shareholders, dated
March 31, 1997 (the "1997 Annual Meeting Proxy Statement").
* 3.2 Articles of Merger between Burnham California and Burnham
Maryland dated May 22, 1997 and effective May 31, 1997.
3.3 Bylaws of Burnham Maryland, incorporated by reference to pages
C-1 through C-13 of the 1997 Annual Meeting Proxy Statement.
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* Filed herewith.
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EXHIBIT 3.2
ARTICLES OF MERGER
BURNHAM PACIFIC PROPERTIES, INC.
(a Corporation of the State of California)
With and Into
BURNHAM PACIFIC PROPERTIES, INC.
(a Corporation of the State of Maryland)
FIRST: Burnham Pacific Properties, Inc., a corporation organized and
existing under the laws of the State of California ("Burnham California"), and
Burnham Pacific Properties, Inc., a corporation organized and existing under the
laws of the State of Maryland ("Burnham Maryland"), agree that Burnham
California shall be merged with and into Burnham Maryland (the "Merger"). The
terms and conditions of the Merger and the mode of carrying the same into effect
are as herein set forth in these Articles of Merger.
SECOND: Burnham Maryland, a corporation organized and existing under the
laws of the State of Maryland, shall survive the Merger and shall continue under
the name Burnham Pacific Properties, Inc.
THIRD: The parties to the Articles of Merger are Burnham Pacific
Properties, Inc., a corporation organized and existing under the laws of the
State of Maryland, and Burnham Pacific Properties, Inc., a corporation
incorporated on the 25th day of June, 1986, under the California General
Corporation Law.
FOURTH: Burnham California is not qualified or registered to do business in
Maryland and has no principal office in the State of Maryland. The principal
office of Burnham Maryland is located in Baltimore City, Maryland.
FIFTH: Burnham California owns no interest in land in the State of
Maryland.
SIXTH: The total number of shares of stock of all classes which Burnham
Maryland has authority to issue is one hundred million (100,000,000) shares,
consisting of (i) five million (5,000,000) shares of preferred stock, par value
$.01 per share; (ii) seventy-five million (75,000,000) shares of common stock,
par value $.01 per share; and (iii) twenty million (20,000,000) shares of excess
common stock, par value $.01 per share. The aggregate par value of all the
shares of all classes of stock is $1,000,000.
The total number of shares of stock of all classes which Burnham California
has authority to issue is sixty-five million (65,000,000) shares, consisting of
(i) five million (5,000,000) shares of preferred stock, no par value per share;
(ii) forty million (40,000,000) shares of common stock, no par value per share;
and (iii) twenty million (20,000,000) shares of excess common stock, no par
value per share.
SEVENTH: The manner and basis of converting or exchanging issued stock of
Burnham California into stock of Burnham Maryland shall be as follows:
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(a) Each share of the common stock, no par value per share, of Burnham
California issued and outstanding immediately prior to the effective time of the
Merger (the "Effective Time") shall by virtue of the Merger be converted into
one validly issued, fully paid and nonassessable share of common stock, par
value $.01 per share, of Burnham Maryland.
(b) Each share of common stock, par value $0.01 per share, of Burnham
Maryland issued and outstanding immediately prior to the Effective Time shall by
virtue of the Merger become an authorized but unissued share of common stock of
Burnham Maryland.
(c) There are no issued and outstanding shares of any other class of stock
of either corporation.
EIGHTH: The terms and conditions of the Merger were advised, authorized,
and approved by each corporation party hereto in the manner and by the vote
required by its charter and the laws of the place where it is organized.
(a) The terms and conditions of the Merger were approved by Burnham
Maryland, the surviving corporation, in the following manner: the merger was
duly approved by a majority of the entire Board of Directors of Burnham Maryland
and approved by Burnham California as the sole stockholder of Burnham Maryland.
(b) The terms and conditions of the Merger were approved by Burnham
California in the following manner: the Agreement of Merger setting forth the
terms of the merger to be effected by these Articles of Merger was duly approved
by a majority of the entire Board of Directors and by the affirmative vote of
holders of a majority of the outstanding shares of Burnham California entitled
to vote on the matter.
NINTH: These Articles of Merger shall become effective on May 31, 1997 at
11:59 p.m., immediately following the effective time of the Articles of
Amendment and Restatement of Burnham Maryland being filed separately with the
Maryland State Department of Assessments and Taxation ("SDAT").
TENTH: Each undersigned President acknowledges these Articles of Merger to
be the corporate act of the respective party on whose behalf he has signed, and
as to all matters or facts required to be verified under oath, each such
President acknowledges that to the best of his knowledge, information and
belief, these matters and facts relating to the corporation on whose behalf he
has signed are true in all material respects and that this statement is made
under the penalties for perjury.
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IN WITNESS WHEREOF, Burnham Pacific Properties, Inc., a California
Corporation, and Burnham Pacific Properties, Inc., a Maryland Corporation, the
parties to the Merger, have caused these Articles of Merger to be signed in
their respective corporate names and on their behalf by their respective
presidents and witnessed or attested by their respective secretaries all as of
the 22nd day of May, 1997.
BURNHAM PACIFIC PROPERTIES,
INC., A CALIFORNIA CORPORATION
By: /s/ J. David Martin
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J. David Martin
President
Attest:
/s/ Nina Galloway
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Nina Galloway
Secretary
BURNHAM PACIFIC PROPERTIES,
INC., A MARYLAND CORPORATION
By: /s/ J. David Martin
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J. David Martin
President
Attest:
/s/ Nina Galloway
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Nina Galloway
Secretary
