<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
----------------------------------
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): FEBRUARY 15, 2000
BURNHAM PACIFIC PROPERTIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
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<S> <C> <C>
MARYLAND 1-9524 33-0204126
(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
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(619) 652-4700
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
N/A
(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED
SINCE LAST REPORT )
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ITEM 5. OTHER EVENTS.
On February 15, 2000, Burnham Pacific Properties, Inc. (the
"Company") issued the Press Release attached as Exhibit 99.1 to this Current
Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
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<CAPTION>
EXHIBIT NO. DESCRIPTION
<C> <C>
99.1 Press Release, dated February 15, 2000.
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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 15, 2000 By: /s/ Scott C. Verges
----------------------------
Name: Scott C. Verges
Title: General Counsel
3
<PAGE>
EXHIBIT INDEX
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<CAPTION>
EXHIBIT NO. DESCRIPTION
<S> <C>
99.1 Press Release, dated February 15, 2000.
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<PAGE>
Exhibit 99.1
PRESS RELEASE
CONTACT:
Daniel B. Platt, Chief Financial Officer
Tel: 619-652-4700
Fax: 619-652-4711
[email protected]
BURNHAM PACIFIC COMPLETES INITIAL PHASE
OF EXPLORING STRATEGIC ALTERNATIVES
Schottenstein Stores to Join the Bidding Process
SAN DIEGO, February 15, 2000 -- Burnham Pacific Properties, Inc. (NYSE:BPP)
today announced that it has completed the initial phase of its exploration of
its strategic alternatives which it is conducting with the assistance of
Goldman, Sachs & Co., Inc.
In the next phase, the Company will exchange additional information with
a selected group of interested parties including Schottenstein Stores
Corporation, which has signed a confidentiality agreement without standstill
provisions with the Company.
To give the interested parties sufficient time to analyze the additional
information and prepare definitive proposals, the Company has rescheduled the
date for its annual meeting of stockholders to July 11, 2000. Westbrook
Partners and Blackacre Capital, the Company's two large preferred equity
holders, agreed in advance to the rescheduling, while Schottenstein Stores
has informed the Company that it does not object to the rescheduling.
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 burnhampacific.com or by calling 800-462-5181.
THIS NEWS RELEASE CONTAINS "FORWARD-LOOKING STATEMENTS" THAT PREDICT OR
INDICATE FUTURE EVENTS OR TRENDS OR THAT DO NOT RELATE TO HISTORICAL MATTERS.
WE CANNOT ASSURE THE FUTURE EVENTS OR OUTCOMES OF THE MATTERS DESCRIBED IN
THESE STATEMENTS; RATHER, THESE STATEMENTS MERELY REFLECT OUR CURRENT
EXPECTATIONS OF THE APPROXIMATE OUTCOME OF THE MATTER DISCUSSED. INVESTORS
SHOULD READ THE DOCUMENTS THE COMPANY FILES FROM TIME TO TIME WITH THE SEC,
SPECIFICALLY THE RISK FACTORS THAT WERE DISCLOSED IN OUR REGISTRATION
STATEMENT ON FORM S-3 THAT WAS FILED WITH THE SEC ON AUGUST 13, 1999. YOU
SHOULD BE AWARE THAT THE RISK FACTORS CONTAINED IN THAT FORM S-3 MAY NOT BE
EXHAUSTIVE. THEREFORE, WE RECOMMEND THAT YOU READ THE INFORMATION IN THAT
FORM S-3 TOGETHER WITH OTHER REPORTS AND DOCUMENTS THAT WE FILE WITH THE SEC
FROM TIME TO TIME, INCLUDING OUR FORMS 10-K, 10-Q, AND 8-K WHICH MAY
SUPPLEMENT, MODIFY, SUPERSEDE OR UPDATE THOSE RISK FACTORS.
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