<PAGE>
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): MAY 31, 2000
BURNHAM PACIFIC PROPERTIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
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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
(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED
SINCE LAST REPORT )
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ITEM 5. OTHER EVENTS.
The Chief Operating Officer of Burnham Pacific Properties, Inc. (the
"Company"), Joseph Wm. Byrne, resigned effective May 31, 2000. His
responsibilities, which primarily involved oversight of the Company's leasing
and asset management activities, will be assumed on an interim basis by J. David
Martin, the Company's Chief Executive Officer. Mr. Byrne has been retained as a
consultant for a period of one year.
In addition, on June 1, 2000, the Company issued a press release
announcing, among other things, that its Board of Directors has rescheduled the
date of the Company's 2000 Annual Meeting of Stockholders to Wednesday, October
18, 2000 (the "2000 Annual Meeting"). As a result, 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 Company's Bylaws, in writing to the secretary of the
Company at the principal executive offices of the Company not earlier than July
20, 2000 nor later than August 19, 2000.
The text of the May 31, 2000 amendment to the Bylaws which effected the
rescheduling of the 2000 Annual Meeting is included herein as Exhibit 3(ii).4
and a copy of the related press release is included herein as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
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EXHIBIT NO. DESCRIPTION
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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 (incorporated by reference to Exhibit
3(ii).2 of the Company's Current Report on
Form 8-K filed on February 10, 2000).
3(ii).3 Text of April 5, 2000 Amendment to Bylaws
(incorporated by reference to Exhibit
3(ii).3 of the Company's Current Report on
Form 8-K filed on April 10, 2000).
3(ii).4 Text of May 31, 2000 Amendment to Bylaws.
99.1 Press release of the Company dated June 1, 2000.
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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: May 31, 2000 By: /s/ Daniel B. Platt
------------------------------
Name: Daniel B. Platt
Title: Chief Financial Officer
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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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 (incorporated by reference to Exhibit
3(ii).2 of the Company's Current Report on
Form 8-K filed on February 10, 2000).
3(ii).3 Text of April 5, 2000 Amendment to Bylaws
(incorporated by reference to Exhibit
3(ii).3 of the Company's Current Report on
Form 8-K filed on April 10, 2000).
3(ii).4 Text of May 31, 2000 Amendment to Bylaws.
99.1 Press release of the Company dated June 1, 2000.
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