SAN DIEGO, Feb. 14 /PRNewswire-FirstCall/ -- Burnham Pacific Properties,
Inc. (NYSE: BPP) today announced that its Board of Directors has fixed the
close of business on February 28, 2002 as the record date for determining
stockholders entitled to receive a liquidating distribution out of proceeds
from the pending sale of two of the Company's California retail assets to
Developers Diversified Realty Corporation ("DDR"), which is tentatively
scheduled to close not later than February 28, 2002. Under the purchase
agreement with DDR, the two assets are expected to be sold for an aggregate of
approximately $65.4 million, of which at least $15.1 million is to be paid in
cash. At DDR's option, any or all of the remaining balance may be paid in
cash or, subject to certain conditions, by the issuance of DDR common shares
to the Company.
The specific amount and form (i.e., cash and/or DDR common shares) of the
liquidating distribution, as well as its payment date, will be announced by
the Company in a subsequent press release to be issued only when and if the
sale of the assets to DDR is consummated. There can be no assurance that the
closing of the transaction with DDR will occur on its current terms, when
currently anticipated, or at all. As a result, there can be no assurance as
to the amount or form of the liquidating distribution, the timing thereof, or
that the liquidating distribution will be made at all.
Because the liquidating distribution is conditioned on the closing of the
transaction with DDR, the NYSE has informed the Company that normal
"ex-dividend" procedures will be deferred and due-bills will be used. As a
result, a seller of Burnham's common stock during the period beginning on the
second business day prior to the record date until a subsequent "ex-dividend"
date established by the NYSE will be required to assign the right to the
liquidating distribution to the purchaser of such shares. Investors are
encouraged to consult their brokers for more information regarding these
procedures.
The announcement of this conditional liquidating distribution and the
NYSE's modified procedures will have no effect on the Company's previously
announced liquidating distribution of cash in the amount of $0.45 per common
share, which is payable on February 22, 2002 to stockholders of record as of
the close of business on February 14, 2002.
Under the purchase agreement with DDR, DDR has agreed to purchase the
Company's owned portion of 1000 Van Ness, which is a mixed-use property in
downtown San Francisco containing 123,000 square feet of gross leaseable area.
DDR has also agreed to purchase Hilltop Plaza Shopping Center, a
245,000 square foot open-air community shopping center, located along
Interstate 80 in Richmond, California.
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 http://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.
These factors include, but are not limited to, the following: we may be
unable to consummate the sale transactions described herein with respect to
one or both of the subject properties or the closing may be materially
delayed; we may be unable to make the liquidating distribution that is
contemplated by and conditioned on such sale transactions; we may not be able
to complete the liquidation in a timely manner or realize proceeds from the
sales of assets in amounts that will enable us to provide currently
anticipated liquidating distributions to our stockholders; and occupancy rates
and market rents may be adversely affected by economic and market conditions
which are beyond our control, including imbalances in supply and demand for
retail shopping center space and the financial condition of our tenants.
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.
SOURCE Burnham Pacific Properties, Inc.
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Related links:
http://www.burnhampacific.com
CONTACT:
Daniel B. Platt, Chief Financial Officer of
Burnham Pacific Properties, Inc., +1-619-652-4700, Fax,
+1-619-652-4711, dbplatt@bpac.com
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