<PAGE>
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
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DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JUNE 15, 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
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
N/A
---
(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGE SINCE
LAST REPORT )
<PAGE>
ITEM 5. OTHER EVENTS.
On June 15, 1999, Burnham Pacific Properties, Inc. (the "Company")
issued a press release (attached as Exhibit 99.1 to this Current Report on Form
8-K) announcing that BPP Retail LLC, a co-investment entity between the Company
and the California Public Employees' Retirement System ("CalPERS"), had
completed the acquisition of nine retail centers from AMB Property Corporation
("AMB") for $207.4 million. The centers are located in California, Washington,
Connecticut and Maryland and add 1.4 million square feet of space to the
Company's existing portfolio of over 10.6 million square feet.
This acquisition represents the first of several transactions to be
completed by the end of 1999, under which BPP Retail LLC has contracted to
acquire 25 shopping centers owned by AMB (including the nine discussed above)
aggregating 4.2 million square feet for approximately $560 million.
The Company 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 primarily located in the western
region of the United States, BPP Retail LLC and the Company have entered into
an agreement to acquire several properties located throughout the United States
from AMB. 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
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
99.1 Press release announcing the acquisition by
BPP Retail LLC of nine retail centers from
AMB Property Corporation.
</TABLE>
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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: June 24, 1999 By: /s/ Daniel B. Platt
------------------------------
Name: Daniel B. Platt
Title: Chief Financial Officer
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<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
99.1 Press release announcing the acquisition by
BPP Retail LLC of nine retail centers from
AMB Property Corporation.
</TABLE>
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<PAGE>
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 COMPLETES ACQUISITION OF NINE RETAIL
CENTERS FROM AMB PROPERTY CORPORATION
-CLOSING MARKS COMPLETION OF FIRST PHASE OF THREE SCHEDULED BY YEAR-END 1999-
SAN DIEGO, June 15, 1999 -- Burnham Pacific Properties, Inc. (NYSE:BPP) today
announced that BPP Retail LLC, a co-investment entity between BPP and the
California Public Employees' Retirement System ("CalPERS"), has completed the
acquisition of nine retail centers from AMB Property Corporation (NYSE:AMB) for
$207.4 million. Located in California, Washington, Connecticut and Maryland, the
centers add 1.4 million square feet of space to the Company's existing portfolio
of over 10.6 million square feet.
This acquisition represents the first of several transactions to be
completed by the end of 1999, under which BPP Retail LLC has contracted to
acquire 25 shopping centers owned by AMB (including the nine announced today)
aggregating 4.2 million square feet for approximately $560 million.
Commenting on today's announcement, J. David Martin, Chief Executive
Officer and President of Burnham Pacific stated, "The AMB portfolio represents
one of the highest quality retail center portfolios in the U.S. We are pleased
to announce the completion of the first of several planned closings of these
centers by BPP and our partner, CalPERS, this year. The properties are located
in excellent markets with dense populations with high income levels and anchor
tenants with high sales volumes. In addition, these centers offer many
opportunities to add value through anchor tenant expansions, additional pad
build-outs and re-leasing to improve yields. By acquiring these properties, we
will now have a truly national platform upon which to continue to execute our
growth strategy.
Charles P. Valdes, Chair of CalPERS Investment Committee, added, "For
our members and retirees, this completes the first step of a good investment.
The California community retail properties gained in this transaction will be
excellent additions to our burgeoning California investment portfolio."
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<PAGE>
PHASE 1 ACQUISITIONS
Included among the properties in the initial transaction are Bayhill
Center, Silverado Plaza and Ygnacio Plaza in the San Francisco Bay Area of
California; Granada Village and Twin Oaks in Southern California; Aurora
Marketplace and Eastgate Plaza in Seattle, Washington; Corbins Corner in
Hartford, Connecticut; and Long Gate in Baltimore, Maryland. Additional
information on these properties follows:
<TABLE>
<CAPTION>
Center Location Sq. Ft Anchor Tenants
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Bayhill Center San Bruno, CA 122,041 Molly Stone's Market/
Longs Drugs
Silverado Plaza Napa, CA 85,023 Nob Hill Foods/Rite Aid
Ygnacio Plaza Walnut Creek, CA 109,429 Lucky Market/Rite Aid
Granada Village Granada Hills, CA 224,783 Hughes Market/T.J. Maxx/
United Artists Theater
Twin Oaks Agoura Hills, CA 102,399 Ralphs/Rite Aid
Aurora Marketplace Edmonds, WA 106,950 Safeway/Longs Drugs
Eastgate Plaza Bellevue, WA 76,564 Albertson's/Rite Aid
Corbins Corner West Hartford, CT 177,316 Old Navy/Toys R Us
Long Gate Ellicott City, MD 404,755 Kohl's/Safeway/Target
</TABLE>
FUTURE AMB TRANSACTIONS
The following AMB properties are included among the additional
transactions scheduled to close by year end:
PHASE 2 - [3RD QUARTER]:
<TABLE>
<S> <C> <C> <C>
Applewood Village Wheat Ridge, CO 353,223 Wal-Mart/King Soopers
Arapahoe Village Boulder, CO 159,237 Safeway/Mann Theatres
Brentwood Commons Bensenville, IL 102,129 Dominick's/Super Trak
Civic Center Plaza Niles, IL 263,515 Dominick's/Home Depot
Five Points Santa Barbara, CA 144,484 Lucky Market/Ross Stores
Pleasant Hill Pleasant Hill, CA 233,677 Target/Toys R Us
First Colony Market Sugar Land, TX 111,675 Randall's/Sears Hardware
</TABLE>
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<PAGE>
<TABLE>
<S> <C> <C> <C>
Westheimer Market Houston, TX 135,935 Randall's/PetsMart
Woodway Collection Houston, TX 110,689 Randall's/Eckerd Drugs
Riverview Plaza Chicago, IL 139,272 Dominick's/Toys R Us
Rockford Road Plaza Plymouth, MN 205,917 Rainbow Foods/T.J. Maxx
Southwest Pavillion Reno, NV 76,757 Scolaris Food & Drug
</TABLE>
PHASE 3 - [4TH QUARTER]:
<TABLE>
<S> <C> <C> <C>
Commons Memorial Houston, TX 102,407 Randall's/Walgreen's
Rancho San Diego San Diego, CA 111,064 Vons/Longs Drugs
Totem Lakes Mall Kirkland, WA 290,859 Comp USA/Rite Aid
Weslayan Plaza Houston, TX 356,250 Randall's/Walgreen's
</TABLE>
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.
CalPERS is the nation's largest public pension fund with assets
totaling more than $150 billion, of which $6.9 billion is invested in real
estate. The System provides retirement and health benefits to more than one
million state and local public employees and their families.
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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