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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):
JUNE 7, 1999
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
On June 7, 1999, Burnham Pacific Properties, Inc. (the "Company") issued
the press release (attached as Exhibit 99.1 to this Current Report on Form 8-K)
announcing the unsolicited proposal from Schottenstein Stores Corporation
("Schottenstein") to negotiate a business combination in which the Company would
be merged into an acquisition affiliate of Schottenstein, and holders of the
Company's common stock would receive $13 per share.
Burnham Pacific Properties, Inc. is a real estate operating company
which acquires, rehabilitates, develops, owns and oversees the management of
retail properties. The Company began operations through a predecessor in 1963,
became a real estate investment trust in 1987 and today is one of the largest
public owners and operators of non-mall retail properties in the western region
of the United States. Although the Company's properties are located in the
western region of the United States, BPP Retail, LLC, a joint venture formed
with the State of California Public Employee Retirement System, and the Company
have entered into an agreement to acquire several properties located throughout
the United States from AMB Property Corporation. The Company's properties are
primarily neighborhood and community shopping centers located in major
metropolitan areas.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
EXHIBIT NO. DESCRIPTION
99.1 Press release announcing the unsolicited proposal from
Schottenstein Stores Corporation to negotiate a business
combination in which the Company would be merged into an
acquisition affiliate of Schottenstein, and holders of the
Company's common stock would receive $13 per share.
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EXHIBIT 99.1
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
BURNHAM PACIFIC PROPERTIES, INC.
Date: June 11, 1999 By: /S/ Daniel B. Platt
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Daniel B. Platt
Chief Financial Officer
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EXHIBIT 99.1
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Press release announcing the unsolicited proposal from
Schottenstein Stores Corporation to negotiate a business
combination in which the Company would be merged into an
acquisition affiliate of Schottenstein, and holders of the
Company's common stock would receive $13 per share.
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EXHIBIT 99.1
BURNHAM PACIFIC PRESS RELEASE
CONTACT:
Daniel B. Platt, Chief Financial Officer
Tel: 619-652-4700
Fax: 619-652-4711
[email protected]
BURNHAM PACIFIC RESPONDS TO SCHOTTENSTEIN PROPOSAL
SAN DIEGO, June 7 -- Burnham Pacific Properties, Inc. (NYSE:BPP) today
announced that it has received a proposal from Schottenstein Stores Corporation
to negotiate a business combination in which the Company would be merged into an
acquisition affiliate of Schottenstein, and holders of the Company's common
stock would receive $13 per share.
Schottenstein today filed a Schedule 13D with the Securities and
Exchange Commission in which it also reported that it has acquired approximately
8.2% of the Company's outstanding common stock.
The merger proposal is subject to a number of conditions, including
completion of due diligence satisfactory to Schottenstein, obtaining new senior
debt financing of up to $800 million in connection with the merger, and the
assumption of certain outstanding indebtedness of the Company. The proposed
transaction is also made conditional upon approval of the Company's stockholders
and of the holders of units in the Company's operating partnership.
J. David Martin, Chief Executive Officer of Burnham Pacific, stated:
"The Company will review this proposal to evaluate whether it is in the best
interests of our company and our shareholders. Meanwhile, the Company is
committed to pursuing its national program of acquiring shopping centers with
CALPERS, including its recently announced purchase of most of the retail
portfolio of AMB Property Corporation. The first phase of this purchase is
scheduled to close next week."
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 10K.
End
610 West Ash Street, Suite 1600, San Diego, California 92101-3350
Tel.: (619) 652-4700 Fax: (619) 652-4711
