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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BURNHAM PACIFIC PROPERTIES, INC.
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(Exact name of registrant as specified in charter)
MARYLAND 33-0204162
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(State or other jurisdiction (IRS employer
of incorporation) identification no.)
110 WEST A STREET, SUITE 900, SAN DIEGO, CALIFORNIA 92101
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(Address of principal executive offices)(Zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class is
to be so registered to be registered
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PREFERRED STOCK PURCHASE RIGHTS NEW YORK STOCK EXCHANGE
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
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Burnham Pacific Properties, Inc. (the "Registrant" or "Company")
hereby amends the Registration Statement on Form 8-A filed with the
Securities and Exchange Commission on June 23, 1999 (including the Exhibits
thereto, the "Form 8-A"). Capitalized terms used herein and not otherwise
defined have the respective meanings ascribed to them in the Shareholder
Rights Agreement, dated as of June 19, 1999, between the Registrant and First
Chicago Trust Company of New York, as Rights Agent, as amended (the "Rights
Agreement"), which is incorporated herein by reference to Exhibit 3.1 to the
Form 8-A.
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The response to Item 1 of the Form 8-A is hereby amended by the
addition of the following three paragraphs after the last paragraph thereof:
Effective as of August 31, 2000, the Rights Agreement was amended
("Amendment No. 1") in order to, among other things, provide that neither (i)
Blackacre SMC Master Holdings, LLC, Blackacre SMC II Holdings, LLC or any of
their respective Affiliates or successors (collectively, the "Blackacre
Members") nor (ii) Westbrook Burnham Holdings, L.L.C., Westbrook Burnham
Co-Holdings, L.L.C. or any of their respective Affiliates or successors
(collectively, the "Westbrook Members" and with the Blackacre Members, the
"Series C Preferred Stockholders") shall become or be deemed to become an
Acquiring Person as a result of the issuance to them of shares of the Series
2000-C Convertible Preferred Stock, par value $.01 per share, of the Company
(the "Series C Preferred Stock") or of any shares of Common Stock of the Company
received by such Series C Preferred Stockholders upon the conversion of any such
shares of Series C Preferred Stock.
In addition, notwithstanding anything in Section 1(e) of the Rights
Agreement to the contrary, the formation or existence of a Group consisting of,
or the entering into or existence of any other agreement, arrangement or
understanding between, one or more of the Blackacre Members and one or more of
the Westbrook Members shall not cause (i) any of the Blackacre Members to be or
be deemed to be the Beneficial Owner of shares of Common Stock of the Company
which are Beneficially Owned by any of the Westbrook Members or (ii) any of the
Westbrook Members to be or be deemed to be the Beneficial Owner of shares of
Common Stock of the Company which are Beneficially Owned by any of the Blackacre
Members.
Effective as of September 11, 2000, the Rights Agreement was further
amended ("Amendment No. 2") in order to, among other things, provide that (A)
none of (i) Westbrook Burnham Holdings, L.L.C., and Westbrook Burnham
Co-Holdings, L.L.C., (ii) Blackacre SMC Master Holdings, LLC, (iii) Jay L.
Schottenstein, Schottenstein Stores Corporation, Jubilee Limited Partnership,
Jubilee Limited Partnership III, Schottenstein Professional Asset Management
Corp., Michael Ashner and Susan Ashner (the "Members of the SA Group") and
(iv) Morgan Stanley Dean Witter & Co. (the Persons referred to in clauses
(i), (ii), (iii) and (iv) above being collectively referred to as the "19.9%
Persons") shall be deemed to be an Acquiring Person provided that such 19.9%
Person is not the Beneficial Owner of more than 19.9% of the shares of Common
Stock of the Company then outstanding, (B) the percentages of 10% set forth
in this paragraph shall instead be deemed to be 19.9% with respect to each
19.9% Person, and (C) if any of the 19.9% Persons was a Grandfathered Person
on September 10,
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2000, the Grandfathered Percentage for such 19.9% Person on such date shall
be deemed to be 19.9% for all purposes of the Rights Agreement. For the
purposes of making any calculation pursuant to the Rights Agreement,
Westbrook Burnham Holdings, L.L.C. and Westbrook Burnham Co-Holdings, L.L.C.
shall each be deemed to Beneficially Own the shares of Common Stock of the
Company Beneficially Owned by the other, and each Member of the SA Group
shall be deemed to Beneficially Own the shares of Common Stock of the Company
Beneficially Owned by one or more of the other Members of the SA Group.
A copy of Amendment No.1 to the Rights Agreement is attached hereto
as Exhibit 4.2 and is incorporated herein by reference. A copy of Amendment
No.2 to the Rights Agreement is attached hereto as Exhibit 4.3 and is
incorporated herein by reference. The foregoing descriptions of Amendment
No.1 and Amendment No.2 do not purport to be complete and are qualified in
their entirety by reference to Amendment No.1 and Amendment No.2.
ITEM 2 - EXHIBITS
Exhibit 3.1 Articles Supplementary to the Articles of Amendment and
Restatement of Burnham Pacific Properties, Inc. classifying
and designating the Series B Junior Participating Cumulative
Preferred Stock (incorporated by reference to Exhibit 3.1 to
Form 8-A of the Company filed on June 23, 1999).
Exhibit 4.1 Shareholder Rights Agreement, dated as of June 19, 1999,
between Burnham Pacific Properties, Inc. and First Chicago
Trust Company of New York, as Rights Agent (incorporated by
reference to Exhibit 4.1 to Form 8-A of the Company filed on
June 23, 1999).
Exhibit 4.2 Amendment No. 1 to Shareholder Rights Agreement, dated as of
August 31, 2000, between Burnham Pacific Properties, Inc. and
First Chicago Trust Company of New York, as Rights Agent.
Exhibit 4.3 Amendment No. 2 to Shareholder Rights Agreement, dated as of
September 11, 2000, between Burnham Pacific Properties, Inc.
and First Chicago Trust Company of New York, as Rights Agent.
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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: November 1, 2000 By: /s/ Scott C. Verges
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Name: Scott C. Verges
Title: Interim Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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Exhibit 3.1 Articles Supplementary to the Articles of Amendment and
Restatement of Burnham Pacific Properties, Inc. classifying
and designating the Series B Junior Participating Cumulative
Preferred Stock (incorporated by reference to Exhibit 3.1 to
Form 8-A of the Company filed on June 23, 1999).
Exhibit 4.1 Shareholder Rights Agreement, dated as of June 19, 1999,
between Burnham Pacific Properties, Inc. and First Chicago
Trust Company of New York, as Rights Agent (incorporated by
reference to Exhibit 4.1 to Form 8-A of the Company filed on
June 23, 1999).
Exhibit 4.2 Amendment No. 1 to Shareholder Rights Agreement, dated as of
August 31, 2000, between Burnham Pacific Properties, Inc. and
First Chicago Trust Company of New York, as Rights Agent.
Exhibit 4.3 Amendment No. 2 to Shareholder Rights Agreement, dated as of
September 11, 2000, between Burnham Pacific Properties, Inc.
and First Chicago Trust Company of New York, as Rights Agent.
