<PAGE>
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
----------------------------------
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JULY 13, 1999
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BURNHAM PACIFIC PROPERTIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
MARYLAND 1-9524 33-0204126
-------- ------ ---------
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (IRS EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
610 WEST ASH STREET, SUITE 1600, SAN DIEGO, CALIFORNIA 92101
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(619) 652-4700
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
N/A
(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST
REPORT )
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ITEM 5. OTHER EVENTS.
On July 26, 1999, the Board of Directors of Burnham Pacific Properties,
Inc. (the "Company") sent a letter to Schottenstein Stores Corporation
("Schottenstein"), dated July 23, 1999, stating that, following a review of
Schottenstein's letters dated June 7, 1999 and July 12, 1999 with the help of
the Company's financial advisors, Goldman, Sachs & Co., the Board had decided
that it was not interested in pursuing discussions with Schottenstein. The
letter also stated that, if Schottenstein desires, the Board will arrange to
have Goldman, Sachs & Co. meet with Schottenstein's advisors, Donaldson, Lufkin
& Jenrette, to discuss its decision. In addition, prior to the open of business
on Monday, July 26, 1999, the Company issued a press release announcing that its
Board of Directors had unanimously voted to reject Schottenstein's conditional
and unsolicited proposal to purchase the outstanding stock of the Company and
the outstanding units of the Company's operating partnership.
Copies of the aforementioned letter to Schottenstein and the press
release are attached as Exhibits 99.1 and 99.2, respectively, to this Current
Report on Form 8-K. In addition, attached as Exhibit 99.3 to this Current Report
on Form 8-K is the press release of the Company, dated July 14, 1999, and the
letter contained therein, each of which relates to the Company's response to
Schottenstein's letter dated July 12, 1999.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
EXHIBIT NO. DESCRIPTION
- ----------- -----------
99.1 Letter, dated July 23, 1999, from the
Company's Board of Directors addressed to
Schottenstein.
99.2 Press release, dated July 26, 1999,
announcing the rejection of
Schottenstein's conditional and
unsolicited proposal to purchase the
Company's outstanding stock and the
outstanding units of the Company's
operating partnership.
99.3 Press release, dated July 14, 1999, and
letter contained therein announcing that the
Company was reviewing Schottenstein's July
12, 1999 letter.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the Company has duly caused this report to be filed on
its behalf by the undersigned, thereunto duly authorized.
BURNHAM PACIFIC PROPERTIES, INC.
Dated: July 30, 1999 By:/s/ Daniel B. Platt
-------------------
Name: Daniel B. Platt
Title: Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
99.1 Letter, dated July 23, 1999, from the
Company's Board of Directors addressed to
Schottenstein.
99.2 Press release, dated July 26, 1999,
announcing the rejection of Schottenstein's
conditional and unsolicited proposal to
purchase the Company's outstanding stock and
the outstanding units of the Company's
operating partnership.
99.3 Press release, dated July 14, 1999, and
letter contained therein announcing that the
Company was reviewing Schottenstein's July
12, 1999 letter.
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EXHIBIT 99.1
BURNHAM PACIFIC
- ---------------
PERSONAL AND CONFIDENTIAL
- -------------------------
July 23, 1999
Mr. Jay Schottenstein
Schottenstein Stores Corporation
c/o Weil, Gotshal & Manges
767 Fifth Avenue
New York, NY 10153
Attn: Mr. Philip Rosen
Dear Mr. Schottenstein:
The Board of Directors of Burnham Pacific has met and thoroughly reviewed your
letters dated June 7, 1999 and July 12, 1999 with the help of our financial
advisors, Goldman Sachs & Co. The Board has decided that it is not interested in
pursuing discussions with you. Should you desire, we would arrange to have
Goldman Sachs meet with your advisors, Donaldson, Lufkin & Jenrette, to discuss
our decision.
On behalf of the Board of Directors
/s/ J. David Martin
J. David Martin
President
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EXHIBIT 99.2
BURNHAM PACIFIC PRESS RELEASE
- ---------------
CONTACT:
DANIEL B. PLATT, CHIEF FINANCIAL OFFICER
TEL: 619-652-4700
FAX: 619-652-4711
[email protected]
BURNHAM REJECTS SCHOTTENSTEIN'S CONDITIONAL AND UNSOLICITED
PROPOSAL
SAN DIEGO, July 26, 1999 -- Burnham Pacific Properties, Inc. (NYSE: BPP)
announced today that its Board of Directors has unanimously voted to reject
Schottenstein Stores Corporation's conditional and unsolicited proposal to
purchase the outstanding stock of Burnham and the outstanding units of Burnham's
operating partnership.
J. David Martin, Burnham's Chief Executive Officer, stated "The
Directors, after extensive review of the Schottenstein proposal and after
receiving advice from its financial advisor Goldman Sachs, concluded that it
would not be in the best interests of Burnham's common shareholders to accept
the proposal."
Burnham Pacific is a real estate investment trust (REIT) that focuses
on value-added retail real estate opportunities throughout the United States.
The Company makes available on a quarterly basis supplemental information that
includes property and corporate level detail, which is available upon request.
More information on Burnham Pacific may be obtained by calling 800.462.5181, or
visiting the Company's web site at WWW.BURNHAMPACIFIC.COM.
This news release contains forward-looking statements regarding future
events or financial performance of the Company. These statements are only
predictions and actual events or results may differ materially. Investors should
refer to the documents the Company files from time to time with the Securities
and Exchange Commission, specifically the cautionary statement identifying
certain factors that could affect future results included in the "Risk Factors"
section of the Company's most recently filed Registration Statement and in the
"Forward Looking Statements & Certain Risk Factors" section of the Company's
most recently filed Form 10-K.
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EXHIBIT 99.3
BURNHAM PACIFIC PRESS RELEASE
- ---------------
CONTACT:
DANIEL B. PLATT, CHIEF FINANCIAL OFFICER
TEL: 619-652-4700
FAX: 619-652-4711
[email protected]
BURNHAM PACIFIC PROPERTIES, INC. RESPONDS TO SCHOTTENSTEIN'S
LETTER
SAN DIEGO, July 14, 1999 -- Burnham Pacific Properties, Inc. (NYSE: BPP)
responded today to a letter dated July 12, 1999 sent to the Company on behalf of
Schottenstein Stores. In its response, the Company assured Schottenstein Stores
that its Board of Directors has been seriously reviewing the Schottenstein offer
and its revised offer, and that its Board of Directors remains committed to
acting in the best interests of all of the Company's shareholders. The Company
also stated that a representative of the Company will contact Schottenstein or
its financial advisor once the Board of Directors is in a position to make an
informed response to the Schottenstein proposal. The letter from the Company
also indicated that its financial advisor, Goldman Sachs & Co., has been in
contact with Schottenstein's financial advisor, has offered to meet with them
and has communicated to them that the Company is seriously reviewing the
Schottenstein proposal. A copy of the letter from the Company to Schottenstein
Stores is attached to this press release.
Burnham Pacific is a real estate investment trust (REIT) that focuses
on value-added retail real estate opportunities throughout the United States.
The Company makes available on a quarterly basis supplemental information that
includes property and corporate level detail which is available upon request.
More information on Burnham Pacific may be obtained by calling 800.462.5181, or
visiting the Company's web site at WWW.BURNHAMPACIFIC.COM.
This news release contains forward-looking statements regarding future
events or financial performance of the Company. These statements are only
predictions and actual events or results may differ materially. Investors should
refer to the documents the Company files from time to time with the Securities
and Exchange Commission, specifically the cautionary statement identifying
certain factors that could affect future results included in the "Risk Factors"
section of the Company's most recently filed Registration Statement and in the
"Forward Looking Statements & Certain Risk Factors" section of the Company's
most recently filed Form 10-K.
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(Letter follows)
July 13, 1999
Mr. Jay Schottenstein
Schottenstein Stores Corporation
c/o Weil, Gotshal & Manges
767 Fifth Avenue
New York, NY 10153
Attn: Mr. J. Philip Rosen
Dear Mr. Schottenstein:
I am in receipt of your letter sent on behalf of Schottenstein
Stores, dated July 12, 1999. The Board of Directors of Burnham Pacific has
been seriously reviewing the Schottenstein offer and will seriously review
its revised offer in due course. The Board of Directors remains committed to
acting in the best interests of all Burnham Pacific shareholders. Our
financial and legal advisors are in the process of preparing to meet with
the Board of Directors to discuss the Schottenstein proposal. To this end,
Goldman Sachs & Co., at our instruction, has been in contact with Donaldson,
Lufkin & Jenrette. It is my understanding that Goldman Sachs offered to meet
with representatives of Donaldson, Lufkin & Jenrette and has communicated to
them that our Board of Directors is seriously reviewing the Schottenstein
proposal.
As soon as the Board of Directors of Burnham Pacific is in a position
to make an informed response to the Schottenstein proposal, an appropriate
representative of Burnham Pacific will contact you or your financial
advisor.
Very truly yours,
J. David Martin
Chief Executive Officer
JDM:pme
cc: Burnham Pacific Board of Directors
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