8-K

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UNITED STATES
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):    March 19, 2002

BURNHAM PACIFIC PROPERTIES, INC.
(Exact name of Registrant as specified in charter)

Maryland
(State or other jurisdiction
of incorporation) 1-9524
(Commission file number) 33-0204126
(IRS employer
identification no.)

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)

ITEM 2. Disposition of Assets.

        On March 19, 2002, Burnham Pacific Properties, Inc. (the "Company") sold Santa Fe Springs Plaza, one of its California retail assets, to Santa Fe Springs Plaza Associates, LLC, a joint venture between ScanlanKemperBard Companies, an Oregon corporation, and Praedium Group for approximately $19,665,000 in cash (the "Santa Fe Sale"). Santa Fe Springs Plaza is a 165,000 square foot open-air community shopping center located in Santa Fe Springs, California. A copy of the press release announcing the closing has been filed as Exhibit 99.1 hereto and is hereby incorporated by reference.

ITEM 7. Financial Statements and Exhibits.

(a)

Financial Statements of Businesses Acquired.

Not applicable.

(b)

Pro Forma Financial Information.

Pro forma financial information statements are included herein pursuant to Article 11 of Regulation S-X.

(c)

Exhibits.



99.1

Press release of the Company, dated March 20, 2002

2

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 3, 2002	By:	/s/  DANIEL B. PLATT
	Name:	Daniel B. Platt
	Title:	Chief Financial Officer

3

BURNHAM PACIFIC PROPERTIES, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

        The accompanying unaudited pro forma condensed consolidated statement of net assets as of December 31, 2001 (Liquidation Basis) gives effect to the Santa Fe Sale as if it had occurred on December 31, 2001.

        The accompanying unaudited pro forma condensed consolidated statement of changes in net assets for the year ended December 31, 2001 (Liquidation Basis) gives effect to the Santa Fe Sale as if it had occurred on January 1, 2001.

        The unaudited pro forma condensed consolidated financial statements are subject to a number of estimates, assumptions and other uncertainties, and do not purport to be indicative of the actual financial position or results of operations that would have occurred had the transactions and events reflected therein in fact occurred on the dates specified, nor do such financial statements purport to be indicative of the results of operations or financial condition that may be achieved in the future. These unaudited pro forma condensed consolidated financial statements should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and all of the financial statements and notes thereto contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2001.

Burnham Pacific Properties, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Net Assets (Liquidation Basis)
December 31, 2001
(in thousands)

		Historical		Santa Fe Sale			Pro-Forma
ASSETS
Real Estate Held For Sale		$	212,274	$	(19,540	)(1)	$	192,734
Cash and Cash Equivalents			75,122		18,992	(2)		94,114
Restricted Cash			8,816		—			8,816
Receivables-Net			7,796		24	(3)		7,820
Investments in Unconsolidated Subsidiaries			1,886		—			1,886
Other Assets			1,270		(24	)(3)		1,246
	Total		307,164		(548	)		306,616
LIABILITIES
Accounts Payable and Other Liabilities			6,108		—			6,108
Liquidating Distributions Payable			41,731		—			41,731
Deposits for Property Sales			6,593		—			6,593
Tenant Security Deposits			715		(85	)(4)		630
Notes Payable			102,204		—			102,204
Reserve for Estimated Costs During the Period of Liquidation			5,709		—			5,709
Deferred Gain on Real Estate Assets			5,819		(3,254	)(5)		2,565
Total Liabilities			168,879		(3,339	)		165,540
Minority Interest			2,425		—			2,425
NET ASSETS IN LIQUIDATION		$	135,860	$	2,791	(6)	$	138,651

See accompanying notes to the unaudited pro forma condensed consolidated financial statements

Burnham Pacific Properties, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Changes in Net Assets
For the Year Ended December 31, 2001 (Liquidation Basis)
(in thousands, except per share amounts)

			For the Year Ended 12/31/01			Santa Fe Sale			Pro-Forma
REVENUES
	Rents		$	62,442		$	(3,013	)(7)	$	59,429
	Interest			1,795			—			1,795
		Total Revenues		64,237			(3,013	)		61,224
COSTS AND EXPENSES
	Interest			15,707			—			15,707
	Rental Operating			22,244			(788	)(7)		21,456
	Provision for Bad Debt			2,835			(17	)(7)		2,818
	General and Administrative			6,324			—			6,324
	Litigation & Legal			885			(1	)(7)		884
		Total Costs and Expenses		47,995			(806	)		47,189
Income from Operations Before Minority Interest and Dividends Paid to Preferred Stockholders				16,242			(2,207	)		14,035
Minority Interest				(820	)		—			(820	)
Net Income			$	15,422		$	(2,207	)	$	13,215
Dividends Paid to Preferred Stockholders				(2,249	)		—			(2,249	)
Income Available to Common Stockholders			$	13,173		$	(2,207	)	$	10,966
Net Assets in Liquidation at December 31, 2000			$	177,447			—		$	177,447
Adjustment to Net Assets in Liquidation				(10,458	)		2,791			(7,667	)
Liquidating Distributions to Common Stockholders				(44,302	)		—			(44,302	)
Income Available to Common Stockholders				13,173			—			13,173
Net Assets in Liquidation at December 31, 2001			$	135,860					$	138,651
Net Income Per Share—Basic and Diluted			$	0.41		$	(0.07	)	$	0.34
Weighted Ave. No. of Shares—Basic and Diluted				32,450			32,450			32,450

See accompanying notes to the unaudited pro forma condensed consolidated financial statements

BURNHAM PACIFIC PROPERTIES, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS

Unaudited Pro Forma Condensed Consolidated Statement of Net Assets as of December 31, 2001

        The unaudited pro forma condensed consolidated statement of net assets as December 31, 2001 (Liquidation Basis) assumes the Santa Fe Sale as described in Item 2 of this Form 8-K filing occurred on December 31, 2001. The pro forma information is based upon the Company's audited historical statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2001 after giving effect to the following adjustments:

Santa Fe Sale

(1)

Reflects the net realizable value of Santa Fe Springs Plaza as of December 31, 2001.



(2)

Reflects the net cash proceeds from the Santa Fe Sale.



(3)

Represents reclassification of other assets expected to be collected in connection with the Santa Fe Sale.



(4)

Reflects the carrying amount of certain liabilities for the Santa Fe Sale.



(5)

Reflects the recognition of deferred gain related to the Santa Fe Sale.



(6)

Reflects the recognition of deferred gain and an adjustment to the Net Assets in Liquidation related to final closing adjustments for the Santa Fe Sale.

Unaudited Pro Forma Condensed Consolidated Statement of Changes in Net Assets for the Year Ended December 31, 2001 (Liquidation Basis)

        The Company's unaudited pro forma condensed consolidated statement of changes in net assets for the year ended December 31, 2001 (Liquidation Basis) assumes the Santa Fe Sale as described in Item 2 of this Form 8-K filing occurred on January 1, 2001, but does not reflect the aggregate net gain on sale of properties. The pro forma financial information is based on the audited historical financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2001 after giving effect to the following adjustments:

Santa Fe Sale

(7)

Reflects the actual operating results for revenues and expenses for year ended December 31, 2001 for the Santa Fe Sale.

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FORM 8-K

ITEM 2. Disposition of Assets.
ITEM 7. Financial Statements and Exhibits.

SIGNATURES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Unaudited Pro Forma Condensed Consolidated Statement of Net Assets (Liquidation Basis)

Unaudited Pro Forma Condensed Consolidated Statement of Changes in Net Assets

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

EX-99.1

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EXHIBIT 99.1

PRESS RELEASE

CONTACT:
Daniel B. Platt, Chief Financial Officer
Tel: 619-652-4700
Fax: 619-652-4711
dbplatt@bpac.com

BURNHAM PACIFIC CLOSES ON THE SALE OF ITS INTERESTS
IN THREE PROPERTIES

        SAN DIEGO, CA, March 20, 2002—Burnham Pacific Properties, Inc. (NYSE: BPP) today announced that it has sold its interests in three properties for an aggregate sales price of approximately $22,301,000.

        The Company sold Santa Fe Springs Plaza, a 165,000 square foot community shopping center in Santa Fe Springs, California, to Santa Fe Springs Plaza Associates, LLC, a joint venture between ScanlanKemperBard Companies, an Oregon corporation, and Praedium Group, for approximately $19,665,000. The Company also sold its 25% ownership interest in the 77,000 square foot Margarita Plaza shopping center in Huntington Park, California to California Urban Investment Partners, LLC for approximately $1,886,000.

        In addition, the Company sold its interest in a 37,000 square foot leasehold at Brickyard Plaza in Salt Lake City, Utah, for approximately $750,000 to Pacific Retail, L.P., a joint venture led by affiliates of PO'B Montgomery & Company and Apollo Real Estate Advisors. The sale of Brickyard Plaza represents the third transaction under a previously announced purchase and sale agreement, as amended, with Pacific Retail, L.P., which contemplates the sale of the Company's interests in fifteen properties. The first two transactions involved the sale of twelve properties for an aggregate purchase price of approximately $116,600,000. In addition, Pacific Retail, L.P. elected not to purchase Gateway Center and forfeited the allocable portion of their remaining earnest money deposit. The remaining property under the agreement with Pacific Retail, L.P. is expected to close if and when the necessary applicable ground lessor approval is received.

        Burnham Pacific Properties, Inc. is a real estate investment trust (REIT) that focuses on retail real estate. More information on Burnham may be obtained by visiting the Company's web site at www.burnhampacific.com.

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. You should also read the risk factors that are discussed in the Company's periodic reports filed with the Securities and Exchange Commission, including the risk factors that were disclosed in our Form 10-K that was filed with the SEC on April 3, 2001. 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 and Proxy Statements, which may supplement, modify, supersede or update those risk factors.

—End—

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EXHIBIT 99.1

BURNHAM PACIFIC CLOSES ON THE SALE OF ITS INTERESTS IN THREE PROPERTIES