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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 9, 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 9, 2000, the Board of Directors of Burnham Pacific
Properties, Inc. (the "Company") held a meeting to discuss the status of the
process being conducted with the assistance of Goldman, Sachs & Co., Inc.
pursuant to which the Company is actively pursuing all of its strategic
alternatives. Goldman Sachs informed the Board that various entities have
submitted preliminary proposals in writing relating to proposed acquisition
transactions with the Company and that certain of such entities have requested
more time in which to conduct additional due diligence with respect to the
Company. Goldman Sachs also reviewed with the Board the proposed timetable and
the next steps to be taken in the process.
After such discussions, the Board of Directors decided that it was
appropriate to amend the Company's Bylaws to, among other things, change the
date on which the Company is scheduled to hold its annual meeting of
stockholders. Pursuant to the amended Bylaws, the 2000 Annual Meeting of
Stockholders (the "2000 Annual Meeting") is currently scheduled to be held on
Tuesday, July 11, 2000. For nominations of persons for election to the Board of
Directors and the proposal of business to be properly brought by a stockholder
before the 2000 Annual Meeting, the stockholder must give notice thereof, in
addition to complying with the other conditions contained in the Bylaws, in
writing to the secretary of the Company at the principal executive offices of
the Company not earlier than April 12, 2000 nor later than May 12, 2000.
The text of the February 9, 2000 amendments to the Bylaws are included
herein as Exhibit 3(ii).2.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
EXHIBIT NO. DESCRIPTION
3(ii).1 Bylaws of the Company, as amended and
restated as of November 19, 1997
(incorporated by reference to Exhibit 3.2 of
the Company's Current Report on Form 8-K
filed on December 16, 1997).
3(ii).2 Text of February 9, 2000 Amendments to Bylaws.
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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 10, 2000 By: /s/ Daniel B. Platt
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Name: Daniel B. Platt
Title: Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
3(ii).1 Bylaws of the Company, as amended and
restated as of November 19, 1997
(incorporated by reference to Exhibit 3.2 of
the Company's Current Report on Form 8-K
filed on December 16, 1997).
3(ii).2 Text of February 9, 2000 Amendments to Bylaws.
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EXHIBIT 3(ii).2
BURNHAM PACIFIC PROPERTIES, INC.
(the "Corporation")
AMENDMENTS TO BYLAWS
On February 9, 2000, the Board of Directors of the Corporation amended
the Bylaws of the Corporation by:
1. Deleting therefrom ARTICLE II, Section 2 in its entirety and inserting
the following in lieu thereof:
"Section 2. ANNUAL MEETING. An annual meeting of the stockholders
for the election of directors and the transaction of any business within
the powers of the Corporation properly brought before the meeting shall be
held on the second Tuesday of July each year, or on such other date set by
the Board of Directors, if any, which is not more than fifteen days prior
to or after such second Tuesday of July, and at such time as shall be
fixed by the Board of Directors."; and
2. Deleting therefrom the third sentence of ARTICLE II, Section 13(a)(2)
in its entirety and inserting the following in lieu thereof:
"In no event shall the public announcement of an adjournment of an
annual meeting to a later date or time commence a new time period for the
giving of a stockholder's notice as described above."
