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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant To Section 14(a) of the
Securities Exchange Act of 1934.
Filed by the Registrant [_]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, For Use of the Commission Only (as permitted by
Rule 14a-6 (e) (2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[X] Soliciting Material Under Rule 14a-12
BURNHAM PACIFIC PROPERTIES, INC.
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(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
JAY L. SCHOTTENSTEIN
JUBILEE LIMITED PARTNERSHIP
JUBILEE LIMITED PARTNERSHIP III
SCHOTTENSTEIN STORES CORPORATION
SCHOTTENSTEIN PROFESSIONAL ASSET MANAGEMENT CORP.
MICHAEL L. ASHNER
SUSAN ASHNER
WINTHROP FINANCIAL ASSOCIATES, A LIMITED PARTNERSHIP
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(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:
Not applicable.
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2) Aggregate number of securities to which transaction applies:
Not applicable.
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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): Not
applicable.
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4) Proposed maximum aggregate value of transaction:
Not applicable.
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5) Total fee paid:
Not applicable.
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[_] Fee paid previously with preliminary materials: Not applicable.
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[_] 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: Not applicable.
2) Form, Schedule or Registration Statement No.: Not applicable.
3) Filing Party: Not applicable.
4) Date Filed: Not applicable.
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PRESS RELEASE
SCHOTTENSTEIN AND ASHNER ANNOUNCE PROXY FIGHT PLATFORM FOR
BURNHAM PACIFIC PROPERTIES, INC.
COLUMBUS, OHIO
August 14, 2000
FOR IMMEDIATE RELEASE - Jay Schottenstein and Michael L. Ashner announced today
that they have joined forces to nominate a slate of directors for election at
the annual meeting of Burnham Pacific Properties, Inc. ("BPP") scheduled for
October 18, 2000. Their platform will be to replace current management, pursue
an orderly liquidation of BPP's assets, replace current property management
arrangements with new arrangements that will substantially lower operating
costs, review thoroughly the legitimacy of all "golden parachutes" and other
severance arrangements with BPP's management and oppose any sale of BPP that
does not yield at least $8.00 per share of BPP common stock.
Jay Schottenstein, whose affiliates own approximately 9.21% of BPP common stock,
stated "Michael and I share intense dissatisfaction with the precipitous decline
in BPP's share price over the last year and BPP's protracted review of strategic
alternatives that has failed to achieve, or even articulate a strategy to
achieve, value for shareholders." Mr. Ashner added, "Jay and I share the belief
that maximum shareholder value can only be realized by wresting control over
BPP's assets from an ineffective and cost-inefficient management and allowing
shareholders to receive the inherent value of such assets in an orderly sale."
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Messrs. Schottenstein and Ashner indicated that they or their affiliates intend
to notify BPP of its eight person slate of directors later this week.
Affiliates of Mr. Schottenstein own and manage over 16 million square feet of
retail, office and industrial space. Affiliates of Mr. Ashner have controlling
interests in entities that provide asset or property management services for
over 40 million square feet of retail, office and industrial space.
CERTAIN ADDITIONAL INFORMATION
The participants in any solicitation that may be represented by the attached
press release are Jay L. Schottenstein ("Schottenstein") and his affiliates,
Schottenstein Stores Corporation, Jubiliee Limited Partnership, Jubilee Limited
Partnership III, and Schottenstein Professional Asset Management Corp.
(collectively with Schottenstein the "Schottenstein Group") and Michael L.
Ashner ("Ashner") and his affiliates, Winthrop Financial Associates, a Limited
Partnership, and Susan Ashner, his wife (collectively, with Ashner and the
Schottenstein Group, the "Group"). In the aggregate, the Group beneficially owns
3,162,065 shares of common stock, or 9.78% of such outstanding shares of Burnham
Pacific Properties, Inc. The Group intends to file a proxy statement with the
Securities and Exchange Commission in connection with any solicitation that it
may make with respect to Burnham. The Group advises all Burnham stockholders to
read any such proxy statement when it is available because it will contain
important information. Any such proxy statement will be available at no charge
on the SEC's web site at http://www.sec.gov.
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