<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy statement pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, For Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/X/ Soliciting Material Pursuant to Rule 14a-12
</TABLE>
BURNHAM PACIFIC PROPERTIES, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials:
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement
number of the Form or Schedule and the date of its filing.
(1) Amount Previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
BURNHAM PACIFIC ANNOUNCES DATE OF ANNUAL MEETING
AND COMMENCEMENT OF SOLICITATION OF STOCKHOLDER
APPROVAL FOR PLAN OF LIQUIDATION
SAN DIEGO, November 29, 2000 - Burnham Pacific Properties, Inc. (NYSE:BPP) today
announced that it has scheduled its 2000 Annual Meeting of Stockholders to be
held on December 15, 2000. At the Annual Meeting, the stockholders of the
Company will vote on the Company's Plan of Complete Liquidation and Dissolution
and the election of Directors. The Company is mailing its proxy statement with
respect to the Annual Meeting to its stockholders this week.
The proxy statement discloses that Burnham Pacific currently expects to make
liquidating distributions totaling between $6.00 and $7.50 per share of its
common stock, exclusive of quarterly dividends, if any, which may be made from
time to time. No assurances, however, can be given as to the actual amount and
timing of such distributions, which may be made over a substantial period of
time. The amounts distributed will vary depending on the values received for the
Company's properties, the timing of the sales of such properties, the cost and
expenses related to such sales, the cost of improvements to be made to certain
of the properties, and the timing and rental rates received by the Company under
leases it expects to sign in the future.
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 found on the Company's web site at
http://www.burnhampacific.com or by calling 800-462-5181.
This press release contains forward-looking statements that predict or indicate
future events or trends or that do not relate to historical matters. There are a
number of important factors that could cause actual events to differ materially
from those indicated by such forward-looking statements. These factors include,
but are not limited to, the following: we may be unsuccessful in implementing
our liquidation strategy; we may not be able to complete the liquidation in a
timely manner or realize proceeds from the sales of assets in amounts that will
enable us to provide currently anticipated liquidating distributions to our
stockholders; we have approximately $217.4 million of outstanding indebtedness
which has matured or is scheduled to mature by March 31, 2001, and we may be
unable to refinance, replace or extend any or all of this indebtedness on terms
that are as favorable to the Company as those currently in effect, or at all;
and occupancy rates and market rents may be adversely affected by economic and
market conditions which are beyond our control, including imbalances in supply
and demand for retail shopping center space and the financial condition of our
tenants.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
Burnham Pacific Properties, Inc. has filed a definitive proxy statement that is
publicly available to its stockholders. Burnham Pacific plans to mail the proxy
statement to its stockholders on or about November 29, 2000. Investors and
security holders of Burnham Pacific are advised to read the proxy statement
carefully because it contains important information about the plan of
liquidation and the election of Directors, the persons soliciting proxies and
their interests in the liquidation and the election of Directors, and related
matters. Investors and security holders may obtain free copies of the proxy
statement and other documents filed by Burnham Pacific at the Securities and
Exchange Commission's website at http://www.sec.gov.
<PAGE>
Free copies of the proxy statement are also available from Burnham Pacific by
directing such requests to the attention of Mr. Daniel B. Platt, Chief Financial
Officer, Burnham Pacific Properties, Inc., 110 West A Street, San Diego,
California 92101, telephone (619) 652-4700.
INFORMATION CONCERNING PARTICIPANTS
Burnham, its directors, executive officers and certain other members of
management and employees may solicit proxies from Burnham stockholders in favor
of the plan of liquidation and the election of Directors. As of the date of this
press release, the officers and directors of Burnham each beneficially own less
than 1% of the outstanding common stock of Burnham, other than Malin Burnham who
beneficially owns approximately 1.7% and Jay L. Schottenstein and Michael L.
Ashner who beneficially own as a "group" approximately 9.8%.
-- END --
