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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
BURNHAM PACIFIC PROPERTIES, INC.
(Name of Issuer)
Shares of Common Stock, par value $0.01 per share
(Title of Class of Securities)
12232C108
(CUSIP Number)
Allen Curtis Greer II
Westbrook Real Estate Counsel, LLC
265 Franklin Street
Suite 1800
Boston, Massachusetts 02110
(617) 488-6103
with a copy to:
James C. Woolery
Cravath, Swaine & Moore
825 Eighth Avenue
New York, New York 10019
(212) 474-1912
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 3, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box .[_] NOTE: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See ss.
240.13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 28 pages)
SEC 1746 (2-98)
CUSIP NO. 12232C108.
<PAGE>
SCHEDULE 13D
CUSIP No. 12232C108 Page 2 of 28 Pages
- ----------------------------- -----------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
WESTBROOK REAL ESTATE PARTNERS, L.L.C. --I.R.S. IDENTIFICATION NO. ____
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a)
|_| (b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
|_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
0
NUMBER OF 8 SHARED VOTING POWER
SHARES 4,552,828
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
4,552,828
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,552,828
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.36%
14 TYPE OF REPORTING PERSON (See Instructions)
OO
<PAGE>
SCHEDULE 13D
CUSIP No. 12232C108 Page 3 of 28 Pages
- ----------------------------- -----------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
WESTBROOK REAL ESTATE PARTNERS MANAGEMENT II, L.L.C. --I.R.S.
IDENTIFICATION NO. ____
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a)
|_| (b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
AF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
|_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
0
NUMBER OF 8 SHARED VOTING POWER
SHARES 4,552,828
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 4,552,828
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,552,828
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.36%
14 TYPE OF REPORTING PERSON (See Instructions)
OO
<PAGE>
SCHEDULE 13D
CUSIP No. 12232C108 Page 4 of 28 Pages
- ----------------------------- -----------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
WESTBROOK REAL ESTATE FUND II, L.P. --I.R.S. IDENTIFICATION NO. ____
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |_| (b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
0
NUMBER OF 8 SHARED VOTING POWER
SHARES 4,552,828
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 0
REPORTION
PERSON 10 SHARED DISPOSITIVE POWER
WITH 4,552,828
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,552,828
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.36%
14 TYPE OF REPORTING PERSON (See Instructions)
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 12232C108 Page 5 of 28 Pages
- ----------------------------- -----------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
WESTBROOK REAL ESTATE CO-INVESTMENT PARTNERSHIP II, L.P. --I.R.S.
IDENTIFICATION NO. ____
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |_| (b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
|_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
0
NUMBER OF 8 SHARED VOTING POWER
SHARES 4,552,828
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 4,552,828
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,552,828
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.36%
14 TYPE OF REPORTING PERSON (See Instructions)
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 12232C108 Page 6 of 28 Pages
- ----------------------------- -----------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
WESTBROOK BURNHAM HOLDINGS, L.L.C. --I.R.S. IDENTIFICATION NO. ____
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GAOUP (See Instructions)
(a) |_| (b)|_|
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
|_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 4,552,828
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
4,552,828
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,552,828
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.36%
14 TYPE OF REPORTING PERSON (See Instructions)
OO
<PAGE>
SCHEDULE 13D
CUSIP No. 12232C108 Page 7 of 27 Pages
- ----------------------------- -----------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
WESTBROOK BURNHAM CO-HOLDINGS, L.L.C. --I.R.S. IDENTIFICATION NO. ____
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |_| (b) |_|
3 SEC USE ONLY
SOURCE OF FUNDS (See Instructions)
4 WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
|_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
0
NUMBER OF 8 SHARED VOTING POWER
SHARES 4,552,828
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 4,552,828
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,552,828
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.36%
14 TYPE OF REPORTING PERSON (See Instructions)
OO
<PAGE>
SCHEDULE 13D
CUSIP No. 12232C108 Page 8 of 27 Pages
- ----------------------------- -----------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Gregory J. Hartman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |_| (b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
AF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 4,552,828
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
4,552,828
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,552,828
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.36%
14 TYPE OF REPORTING PERSON (See Instructions)
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 12232C108 Page 9 of 28 Pages
- ----------------------------- -----------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Paul D. Kazilionis
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a)
|_|(b)|_|
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
AF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
0
NUMBER OF 8 SHARED VOTING POWER
SHARES 4,552,828
BENEFICIALLY
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
4,552,828
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,552,828
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.36%
14 TYPE OF REPORTING PERSON (See Instructions)
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 12232C108 Page 10 of 28 Pages
- ----------------------------- -----------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Jonathan H. Paul
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
AF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
0
NUMBER OF 8 SHARED VOTING POWER
SHARES 4,552,828
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 4,552,828
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,552,828
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.36%
14 TYPE OF REPORTING PERSON (See Instructions)
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 12232C108 Page 11 of 28 Pages
- ----------------------------- -----------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
William H. Walton III
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a)(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
AF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 4,552,828
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
4,552,828
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,552,828
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.36%
14 TYPE OF REPORTING PERSON (See Instructions)
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 12232C108 Page 12 of 28 Pages
- ----------------------------- -----------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Patrick K. Fox
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a)(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
AF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 4,552,828
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
4,552,828
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,552,828
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.36%
14 TYPE OF REPORTING PERSON (See Instructions)
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 12232C108 Page 13 of 28 Pages
- ----------------------------- -----------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Keith B. Gelb
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a)(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
AF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 4,552,828
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
4,552,828
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,552,828
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.36%
14 TYPE OF REPORTING PERSON (See Instructions)
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 12232C108 Page 14 of 28 Pages
- ----------------------------- -----------------------
This Amendment No. 1 ("Amendment No. 1") amends and supplements the
Statement on Schedule 13D ("Schedule 13D"), filed on January 13, 2000, by (i)
Westbrook Real Estate Partners, L.L.C., a Delaware limited liability company
("WREP"), (ii) Westbrook Real Estate Partners Management II, L.L.C., a Delaware
limited liability company ("WREM II"), (iii) Westbrook Real Estate Fund II,
L.P., a Delaware limited partnership ("WREF II"), (iv) Westbrook Real Estate
Co-Investment Partnership II, L.P., a Delaware limited partnership ("WRECIP
II"), (v) Westbrook Burnham Holdings, L.L.C., a Delaware limited liability
company ("Holdings"), (vi) Westbrook Burnham Co-Holdings, L.L.C., a Delaware
limited liability company ("Co-Holdings"), (vii) Gregory J. Hartman ("Hartman"),
a member of WREP, (viii) Paul D. Kazilionis ("Kazilionis"), a member of WREP,
(ix) Jonathan H. Paul ("Paul"), a member of WREP, (x) William H. Walton III
("Walton"), a member of WREP, (xi) Patrick K. Fox ("Fox"), a member of WREP, and
(xii) Keith B. Gelb ("Gelb"), a member of WREP. WREP, WREM II, WREF II, WRECIP
II, Holdings, Co-Holdings, Hartman, Kazilionis, Paul, Walton, Fox and Gelb are
sometimes referred to collectively herein as the "Reporting Persons" or
"Westbrook".
Item 1. Security and Issuer.
This Amendment No. 1 relates to the Common Stock, par value $0.01 per
share (the "Common Stock"), of Burnham Pacific Properties, Inc., a Maryland
corporation (the "Issuer" or "Burnham"). The principal executive offices of
Burnham are located at 110 West "A" Street, San Diego, California 92101.
Item 4. Purpose of the Transaction.
The information set forth in Item 4 of the Schedule 13D is hereby
amended and supplemented by the following:
On February 1, 2000, Amendment No. 3 to Statement on Schedule 13D (as
amended, the "Schottenstein 13D") filed on June 7, 1999, was filed by Jubilee
Limited Partnership ("JLP"), Jubilee Limited Partnership III ("JLP III"),
Schottenstein Professional Asset Management Corp. ("SPAMC"), Jay L.
Schottenstein ("JS") and Schottenstein Stores Corporation ("SSC", and together
with JLP, JLP III, SPAMC and JS, the "Schottenstein Group").
Westbrook has read the Schottenstein 13D and views Burnham's conduct
there described not to be in the best interests of shareholders and unacceptable
treatment of a major investor. The conduct so described reveals in Westbrook's
view an entrenched management whose apparent goal is, with the seeming support
of Burnham's Board of Directors, to minimize, not maximize, shareholder value.
Westbrook accepts the facts as recounted in the Schottenstein 13D and,
while Westbrook cannot confirm the Schottenstein Group's statements, Westbrook
can affirm that the
<PAGE>
SCHEDULE 13D
CUSIP No. 12232C108 Page 15 of 28 Pages
- ----------------------------- -------------------
description by the Schottenstein Group of its treatment by Burnham is consistent
with the type of treatment Westbrook has received from Burnham.
As noted in Westbrook's Schedule 13D, when Westbrook made its 1997
investment in Burnham, Westbrook obtained the right to purchase additional
Burnham shares. In 1999 Westbrook sought further to align itself with holders of
Common Stock and repeatedly expressed to Burnham's representatives its wish to
make open market purchases of Common Stock for investment purposes and with the
thought that Westbrook purchases would help support Burnham's share price.
Burnham refused: when Burnham adopted its Rights Plan, or poison-pill, in rapid
response to the Schottenstein Group's initial acquisition proposal, Burnham
included provisions in its poison pill preventing Westbrook from making further
share purchases, and rejected Westbrook's requests to amend its poison pill to
live up to its earlier agreements with Westbrook.
At the same time, Burnham's Board of Directors began and has since
continued - to deny Westbrook its contractual observation rights at meetings of
the Board of Directors under the pretext that all substantive discussions of the
Board are held in executive session, no matter whether a proper subject for
executive session or not.
These and other Burnham steps form a pattern of treatment consistent
with the accusations leveled by the Schottenstein Group.
Goldman, Sachs & Co. has indicated to Westbrook that potential bidders
for Burnham, or its assets, have questioned Westbrook's Schedule 13D filing and
intentions. Westbrook intends to work with other shareholders of Burnham, or
other interested parties, in an effort to unlock and maximize shareholder value
and to resist any efforts of Burnham's management to impede this process.
Westbrook wants a full, fair and equitable process for the sale of Burnham or
its assets, with that process including as broad a group of bidders as possible.
Westbrook intends to support the bidder with the highest price, and is not now
aligned with any person in the Burnham sales process.
If the Burnham Board of Directors does not forcefully and
expeditiously carry out a bid and sale process of Burnham or its assets,
Westbrook would support a proxy contest with the goals suggested by the
Schottenstein Group in the Schottenstein 13D, designed to result in a
newly-elected, independent board of directors emphasizing shareholder value
maximization and a sale of Burnham or its assets to the highest bidder in a
process in which all potential bidders would be assured of fair and equitable
treatment. Westbrook would actively seek the support of other shareholders in
this regard.
<PAGE>
SCHEDULE 13D
CUSIP No. 12232C108 Page 16 of 28 Pages
- ---------------------------- --------------------------
Westbrook does not now intend to seek to acquire Burnham or its
assets. However, Westbrook strongly believes any continued investment by
Westbrook in Burnham would be better protected and enhanced in the hands of new
management. Therefore, Westbrook is willing to receive proposals from or enter
into discussions with bidders for Burnham or its assets as to an exchange of
Westbrook's existing investment in Burnham for a position in a new capital
structure. Other parties which have signed confidentiality or other agreements
with Burnham will need to comply with the terms of those agreements. Westbrook
has not entered into a confidentiality or other agreement with Burnham as part
of Burnham's sales process and has, in fact, not received copies of the offering
materials Westbrook requested to review as a major shareholder.
Westbrook will seek to assure all bidders that Westbrook will exercise
its rights as a Burnham shareholder to support a rapid, fair and equitable
process for the sale of Burnham or its assets.
Westbrook will furnish copies of this Amendment No. 1 to Goldman,
Sachs & Co. and request that Goldman, Sachs & Co. promptly circulate copies of
this Amendment No. 1 to all participants in the Burnham bidding process, in
advance of the current February 7, 2000 deadline for receipt of bidders'
initial indications of interest in Burnham or its assets.
<PAGE>
SCHEDULE 13D
CUSIP No. 12232C108 Page 17 of 28 Pages
- ------------------------------ ----------------------
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct. Date: February 3, 2000
WESTBROOK REAL ESTATE PARTNERS, L.L.C.
By: /s/ Patrick K. Fox
--------------------------
Name: Patrick K. Fox
Title: Attorney-in-Fact
<PAGE>
SCHEDULE 13D
CUSIP No. 12232C108 Page 18 of 28 Pages
- -------------------------- ----------------------
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct. Date: February 3, 2000
WESTBROOK REAL ESTATE PARTNERS
MANAGEMENT II, L.L.C.
By: /s/ Patrick K. Fox
-------------------------
Name: Patrick K. Fox
Title: Attorney-in-Fact
<PAGE>
SCHEDULE 13D
CUSIP No. 12232C108 Page 19 of 28 Pages
- --------------------------- -------------------------
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct. Date: February 3, 2000
WESTBROOK REAL ESTATE FUND II, L.P.
By: /s/ Patrick K. Fox
-------------------------
Name: Patrick K. Fox
Title: Attorney-in-Fact
<PAGE>
SCHEDULE 13D
CUSIP No. 12232C108 Page 20 of 28 Pages
- --------------------------- ---------------------------
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct. Date: February 3, 2000
WESTBROOK REAL ESTATE CO-INVESTMENT
PARTNERSHIP II, L.P.
By: /s/ Patrick K. Fox
-------------------------
Name: Patrick K. Fox
Title: Attorney-in-Fact
<PAGE>
SCHEDULE 13D
CUSIP No. 12232C108 Page 21 of 28 Pages
- ----------------------------- -----------------------
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct. Date: February 3, 2000
WESTBROOK BURNHAM HOLDINGS, L.L.C.
By: /s/ Patrick K. Fox
-------------------------
Name: Patrick K. Fox
Title: Attorney-in-Fact
<PAGE>
SCHEDULE 13D
CUSIP No. 12232C108 Page 22 of 28 Pages
- ----------------------------- -----------------------
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct. Date: February 3, 2000
WESTBROOK BURNHAM CO-HOLDINGS, L.L.C.
By: /s/ Patrick K. Fox
-------------------------
Name: Patrick K. Fox
Title: Attorney-in-Fact
<PAGE>
SCHEDULE 13D
CUSIP No. 12232C108 Page 23 of 28 Pages
- ----------------------------- -----------------------
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct. Date: February 3, 2000
GREGORY J. HARTMAN
/s/ Patrick K. Fox
-------------------------
Name: Patrick K. Fox
Title: Attorney-in-Fact
<PAGE>
SCHEDULE 13D
CUSIP No. 12232C108 Page 24 of 28 Pages
- ----------------------------- -----------------------
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct. Date: February 3, 2000
PAUL D. KAZILIONIS
/s/ Patrick K. Fox
-------------------------
Name: Patrick K. Fox
Title: Attorney-in-Fact
<PAGE>
SCHEDULE 13D
CUSIP No. 12232C108 Page 25 of 28 Pages
- ----------------------------- -----------------------
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct. Date: February 3, 2000
JONATHAN H. PAUL
/s/ Patrick K. Fox
-------------------------
Name: Patrick K. Fox
Title: Attorney-in-Fact
<PAGE>
SCHEDULE 13D
CUSIP No. 12232C108 Page 26 of 28 Pages
- ----------------------------- -----------------------
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct. Date: February 3, 2000
WILLIAM H. WALTON III
/s/ Patrick K. Fox
-------------------------
Name: Patrick K. Fox
Title: Attorney-in-Fact
<PAGE>
SCHEDULE 13D
CUSIP No. 12232C108 Page 27 of 28 Pages
- ----------------------------- -----------------------
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct. Date: February 3, 2000
/s/ Patrick K. Fox
-------------------------
Name: Patrick K. Fox
<PAGE>
SCHEDULE 13D
CUSIP No. 12232C108 Page 28 of 28 Pages
- ----------------------------- -----------------------
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct. Date: February 3, 2000
KEITH B. GELB
/s/ Patrick K. Fox
-------------------------
Name: Patrick K. Fox
Title: Attorney-in-Fact
