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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): FEBRUARY 3, 2000
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BURNHAM PACIFIC PROPERTIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
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<S> <C> <C>
MARYLAND 1-9524 33-0204126
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(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
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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
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(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED
SINCE LAST REPORT )
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ITEM 5. OTHER EVENTS.
On February 3, 2000, Burnham Pacific Properties, Inc. sent a letter to
Mr. Jay L. Schottenstein, the Chairman and Chief Executive Officer of
Schottenstein Stores Corporation. A copy of that letter is attached hereto as
Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
EXHIBIT NO. DESCRIPTION
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99.1 Letter, dated February 3, 2000, from Burnham Pacific
Properties, Inc. to Mr. Jay L. Schottenstein.
2
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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: February 3, 2000 By: /s/ Daniel B. Platt
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Name: Daniel B. Platt
Title: Chief Financial Officer
3
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1 Letter, dated February 3, 2000, from Burnham Pacific
Properties, Inc. to Mr. Jay L. Schottenstein.
4
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Exhibit 99.1
[Letterhead of Burnham Pacific Properties, Inc.]
February 3, 2000
Mr. Jay Schottenstein
Chairman and Chief Executive Officer
Schottenstein Stores Corporation
1800 Moler Road
Columbus, OH 43207
Dear Mr. Schottenstein:
On behalf of Burnham Pacific Properties, Inc. (the "Company"), I am
writing to inform you that we have reviewed your February 1, 2000 filing of a
Schedule 13D/A with the SEC and believe it is necessary to make the following
corrections and clarifications.
As previously announced, the Company's Board of Directors has
instructed management and Goldman, Sachs & Co. to actively pursue a full range
of strategic alternatives. Upon this announcement, our representatives promptly
contacted your representatives to invite you to participate in the process we
have established to pursue those alternatives. In order to maximize the chances
of realizing successful results, the Company and its advisors are following the
customary process of asking all parties that are interested in pursuing a
transaction with the Company to sign confidentiality agreements containing
"standstill" provisions. The primary reasons for including standstill provisions
in this context are to maximize the competition among potential bidders and
thereby maximize the value of the bids. In addition, standstill provisions
foster an orderly marketing and bidding process, which should serve as an
inducement for a greater number of potential bidders to submit bids and to make
their best offers within the timetable established by the Company.
Implicit in the importance of conducting an orderly process is that the
Company must attempt to maintain a level playing field when seeking bids from
more than one bidder. Otherwise, potential bidders may be deterred from
participating if other parties are able to participate on more favorable terms.
There would be little incentive for a potential bidder to spend its time, money
and resources conducting due diligence and evaluating the Company if it would be
possible for another party that has access to the same confidential information
to engage at any time in certain acts that would significantly reduce the
probability that the former bidder's efforts would be successful.
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As evidence that standstill provisions are customary in this context,
you should know that numerous other potential bidders have executed
confidentiality agreements with the Company and that all of them contain
substantially similar standstill provisions. Moreover, based upon the fact that
very little negotiation took place regarding these standstill provisions, it is
difficult to agree with your contention that these provisions might result in a
process that is not fair or equitable.
Despite the fact that the other potential bidders executed
substantially the same confidentiality agreements, you requested more favorable
provisions when your representatives negotiated the confidentiality agreement
with our counsel. Because we want you to participate in the bidding process, as
we have repeatedly told your representatives, we agreed to several concessions
that you requested and were making progress on reaching compromises on other
changes that you wanted. However, approximately two weeks ago your
representatives abruptly notified us that you wanted to review certain documents
that had just been filed with the SEC by others and that you wanted to
reconsider what actions you would take with respect to the Company. Your
representatives subsequently informed us that you were no longer interested in
becoming part of the bidding process with the other potential bidders as a
result of those filings.
Finally, your filing incorrectly states, among other things, that the
Company and its advisors have refused to meet with you and discuss your
proposals. As you know, our representatives have in fact had many discussions
with your representatives, and our representatives remain willing to discuss any
proposal that you may submit. We continue to encourage you to submit a proposal,
and we will provide you under separate cover the bidding instructions we have
provided to others. Please let us or our representatives know how else we can
assist you other than by providing you with non-public information without an
appropriate confidentiality agreement.
Sincerely,
/s/ Scott C. Verges
Scott C. Verges
Secretary and General Counsel
cc: J. Philip Rosen, Esq.
Weil, Gotshal & Manges LLP
Stephen W. Carr, P.C.
Goodwin, Procter & Hoar LLP
