<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:
|_| Preliminary Proxy Statement |_| Confidential, For Use of the Commission
|_| Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
|_| Definitive Additional
Materials
|X| Soliciting Material Under
Rule 14a-12
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, or the form or schedule and the date of its filing.
(1) Amount previously paid:
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BURNHAM PACIFIC ANNOUNCES PROPOSED LIQUIDATION
SAN DIEGO, August 15, 2000 -- Burnham Pacific Properties, Inc. (NYSE:BPP) today
announced that its Board of Directors has completed its extensive review of the
Company's strategic alternatives and has concluded that it is in the best
interests of the Company's stockholders to liquidate the Company on an orderly
basis.
In the fall of 1999, the Company retained Goldman, Sachs & Co. to assist the
Company's Board of Directors in a review of strategic alternatives. Proposals
to acquire the Company were solicited from numerous parties. After a thorough
review, the Board of Directors determined that the bid prices and terms were
not adequate. In addition, the Board of Directors considered and determined
not to proceed with a proposal to reorganize the Company.
The Board of Directors intends to adopt a final plan of liquidation, in time for
the plan to be submitted to and considered by the Company's stockholders at the
upcoming annual stockholders meeting, currently scheduled for October 18, 2000.
The Board of Directors plans to have the Company retain a third party to oversee
and manage the liquidation process, and last week the Company began discussions
with one such qualified third party. In this regard, the Company is soliciting
proposals from a select number of additional qualified firms to manage the
liquidation process. The Board of Directors will implement, and instruct the
liquidation manager to implement, substantial reductions in operating expenses
commencing in the fourth quarter of 2000.
The Company also announced that it has reached an agreement in principle with
affiliates of Westbrook and Blackacre, the Company's two largest preferred
equityholders, to support the Board of Director's decision to develop a plan of
liquidation and to support an agreement with a third party to oversee a plan of
liquidation. The Company also expects to reach a definitive agreement with
Westbrook and Blackacre shortly. At Westbrook's and
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BURNHAM PACIFIC PROPERTIES, INC.
ADD-2-
Blackacre's request, the Board of Directors has amended the Bylaws of the
Company to provide that stockholder proposals and nominations for directors
for the Company's annual meeting must be presented to the Company not later
than August 29, 2000, rather than the current August 19, 2000 deadline.
Additionally, in anticipation of the proposed liquidation, J. David Martin has
resigned as chief executive officer and as a Director of the Company. Scott C.
Verges, the Company's chief administrative officer and general counsel, will
serve as the Company's interim chief executive officer.
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 news 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, uncertainties in the strategic alternative process, the
validity of the election of the Change of Control Preference by certain
preferred stockholders and the impact of that election on the payment of future
dividends, the ability to consummate a binding agreement with a third party with
respect to the liquidation process, and the ability to consummate an agreement
with the Company's preferred stockholders regarding their support for a plan of
liquidation, as well as other factors discussed in the Company's periodic
reports filed with the Securities and Exchange Commission, including without
limitation the risk factors that were disclosed in our Form 10-K which was filed
with the SEC on March 30, 2000. You should be aware that the risk factors
contained in that Form 10-K may not be exhaustive. Therefore, we recommend that
you read the information in that Form 10-K 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
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BURNHAM PACIFIC PROPERTIES, INC.
ADD-3-
which may supplement, modify, supersede or update those risk factors.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
Burnham Pacific Properties, Inc. plans to mail a proxy statement to its
stockholders containing information about the plan of liquidation. Investors and
securityholders of Burnham Pacific Properties, Inc. are advised to read the
proxy statement carefully when it becomes available because it will contain
important information about the plan of liquidation, the persons soliciting
proxies related to the liquidation, their interests in the liquidation, and
related matters. Investors and securityholders may obtain free copies of the
proxy statement (when available) and other documents filed by Burnham at the
Securities and Exchange Commission's website at http://www.sec.gov.
Free copies of the proxy statement will also be available from Burnham 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 be soliciting proxies from Burnham stockholders
in favor of the plan of liquidation. As of the date of this communication,
the officers and directors of Burnham each beneficially owned less than 1% of
the outstanding common stock of Burnham, other than Malin Burnham who
beneficially owns approximately 1.65%.
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