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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
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DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): SEPTEMBER 11, 2000
BURNHAM PACIFIC PROPERTIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
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MARYLAND 1-9524 33-0204126
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (IRS EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
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110 WEST A STREET, SUITE 900, SAN DIEGO, CALIFORNIA 92101-3711
(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 September 12, 2000, Burnham Pacific Properties, Inc. (the
"Company") issued a press release, a copy of which is being filed herewith as
Exhibit 99.1, announcing that it has appointed Jay L. Schottenstein as
Co-Chairman of the Board of Directors. Mr. Schottenstein's appointment was
made pursuant to an agreement into which the Company entered with a group
affiliated with Mr. Schottenstein and Michael L. Ashner (the "Schottenstein
Agreement"), pursuant to which Mr. Ashner and Mr. Schottenstein were elected
to the Company's Board of Directors. Under the agreement, members of the
Schottenstein/Ashner group, who own approximately 9.8% of the Company's
common stock, have agreed to vote their shares in favor of the Company's
previously announced plan of liquidation and the Board of Directors' nominees
for director at the Company's annual meeting. Pursuant to the agreement and
related changes to the Company's shareholder rights plan and waivers of the
ownership limitations contained in the Company's charter, the members of the
Schottenstein/Ashner group will be permitted to beneficially own, in the
aggregate, up to 19.9% of the Company's common stock, subject to limitations
relating to the Company's continued qualification as a real estate investment
trust. In addition, the members of the Schottenstein/Ashner group have
dismissed with prejudice their pending litigation against the Company. The
Company and the group members have mutually released all claims against the
other and, as part of the settlement, the Company has paid to the group $1
million and has agreed to pay to the group an additional $1.5 million when
and if the preferred stock is redeemed. A copy of the Schottenstein Agreement
is being filed herewith as Exhibit 10.1.
The Company also announced that it has retained DDR Real Estate
Services, Inc. ("DDRRES") to assist the Company in the liquidation of its
properties and to provide a variety of other services in connection with the
Company's liquidation, including property management, leasing and
construction management services. A copy of the Liquidation and Property
Management Services Agreement (the "Liquidation Services Agreement") between
Burnham and DDRRES is being filed herewith as Exhibit 10.2.
On September 11, 2000, the Company entered into a Letter Agreement
(the "Letter Agreement") with each of Westbrook Burnham Holdings, L.L.C.,
Westbrook Burnham Co- Holdings, L.L.C., and Blackacre SMC Master Holdings,
LLC (the "Preferred Stockholders") pursuant to which the Preferred
Stockholders, among other things, consented to and approved the execution,
delivery and performance of the Schottenstein Agreement and the Liquidation
Services Agreement. The Company also agreed pursuant to the Letter Agreement
to amend the Company's Shareholder Rights Agreement and, subject to certain
limitations, to grant waivers of the ownership limitations contained in the
Company's charter, in order to permit each of the Preferred Stockholders and
Morgan Stanley, Dean Witter & Co. and its affiliates to beneficially own
19.9% of the outstanding common stock of the Company, subject to certain
limitations. A copy of the Letter Agreement is being filed herewith as
Exhibit 10.3.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
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EXHIBIT NO. DESCRIPTION
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10.1 Agreement, dated as of September 11, 2000, by and among
Burnham Pacific Properties, Inc., Burnham Pacific Operating
Partnership, L.L.P., Jay L. Schottenstein, Schottenstein
Stores Corporation, Jubilee Limited Partnership, Jubilee
Limited Partnership III, Schottenstein Professional Asset
Management Corp., Michael L. Ashner and Susan Ashner.
10.2 Liquidation and Property Management Services Agreement, dated
as of September 10, 2000, between Burnham Pacific Properties,
Inc. and DDR Real Estate Services Inc.
10.3 Letter Agreement, dated September 11, 2000, by and among
Burnham Pacific Properties, Inc., Burnham Pacific Operating
Partnership, L.P., and each of Westbrook Burnham Holdings,
L.L.C., Westbrook Burnham Co-Holdings, L.L.C., and Blackacre
SMC Master Holdings, LLC.
99.1 Press release of the Company dated September 12, 2000.
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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: September 20, 2000 By: /s/ Daniel B. Platt
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Name: Daniel B. Platt
Title: Chief Financial Officer
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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10.1 Agreement, dated as of September 11, 2000, by and among
Burnham Pacific Properties, Inc., Burnham Pacific Operating
Partnership, L.L.P., Jay L. Schottenstein, Schottenstein
Stores Corporation, Jubilee Limited Partnership, Jubilee
Limited Partnership III, Schottenstein Professional Asset
Management Corp., Michael L. Ashner and Susan Ashner.
10.2 Liquidation and Property Management Services Agreement, dated
as of September 10, 2000, between Burnham Pacific Properties,
Inc. and DDR Real Estate Services Inc.
10.3 Letter Agreement, dated September 11, 2000, by and among
Burnham Pacific Properties, Inc., Burnham Pacific Operating
Partnership, L.P., and each of Westbrook Burnham Holdings,
L.L.C., Westbrook Burnham Co-Holdings, L.L.C., and Blackacre
SMC Master Holdings, LLC.
99.1 Press release of the Company dated September 12, 2000.
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