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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): APRIL 5, 2000
BURNHAM PACIFIC PROPERTIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
MARYLAND 1-9524 33-0204126
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (IRS EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
110 WEST A STREET, SUITE 900, SAN DIEGO, CALIFORNIA 92101-3711
(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 April 7, 2000, Burnham Pacific Properties, Inc. (the "Company") issued a
press release announcing that its Board of Directors has rescheduled the date of
the Company's 2000 Annual Meeting of Stockholders to Tuesday, September 12, 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 June 14, 2000
nor later than July 14, 2000.
The text of the April 5, 2000 amendment to the Bylaws which effected the
rescheduling of the 2000 Annual Meeting is included herein as Exhibit 3(ii).3
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
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
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.
99.1 Press release dated April 7, 2000.
</TABLE>
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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: April 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
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
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.
99.1 Press release dated April 7, 2000.
</TABLE>
4
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EXHIBIT 3(ii).3
BURNHAM PACIFIC PROPERTIES, INC.
(the "Corporation")
AMENDMENT TO BYLAWS
On April 5, 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 September 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 September, and at such time as shall be
fixed by the Board of Directors."
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EXHIBIT 99.1
BURNHAM PACIFIC CONTINUES EXPLORING STRATEGIC ALTERNATIVES
SAN DIEGO -- (Business Wire) -- April 7, 2000 - Burnham Pacific Properties, Inc.
(NYSE:BPP) today announced that it is continuing to explore its strategic
alternatives with the assistance of Goldman, Sachs & Co., Inc. Accordingly, the
Company has rescheduled its Annual Meeting of Stockholders to September 12,
2000. The Company continues to pursue the sale of selected nonstrategic assets.
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. 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 Form 10-K that 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
which may supplement, modify, supersede or update those risk factors.
CONTACT:
Daniel B. Platt, Chief Financial Officer
Tel: 619-652-4700
Fax: 619-652-4711
[email protected]
