~~UNITED STATES~~ SECURITIES AND EXCHANGE COMMISSION ~~Washington, D.C. 20549~~

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the ~~Securities Exchange Act of 1934~~

~~Date~~Securities ofExchange ~~Report~~Act ~~(Date~~ of ~~earliest event reported): March 19, 2002~~1934

~~BURNHAM~~Date ~~PACIFIC~~of ~~PROPERTIES, INC.~~ Report (~~Exact~~Date ~~name~~ of ~~Registrant~~earliest asevent ~~specified in charter~~reported): June 12, 2002

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.

Not applicable.

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

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

BURNHAM PACIFIC PROPERTIES, INC.

(Exact ~~UNAUDITED~~name ~~PRO~~of ~~FORMA~~Registrant ~~CONDENSED~~as ~~CONSOLIDATED~~specified ~~FINANCIAL~~in ~~STATEMENTS~~ charter)

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.

Maryland	1-9524	33-0204126
(State or other jurisdiction of incorporation)	(Commission file number)	(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)

~~The accompanying~~ITEM ~~unaudited~~2. ~~pro~~Disposition ~~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~~Assets.

~~The unaudited~~ On ~~pro~~June ~~forma~~12, ~~condensed~~2002, Burnham ~~consolidated~~Pacific ~~financial~~Properties, ~~statements~~Inc. ~~are~~(the ~~subject~~“Company”) tosold aCrenshaw/Imperial Shopping ~~number~~Center, one of ~~estimates,~~its ~~assumptions~~California ~~and~~retail ~~other uncertainties~~assets, ~~and do not purport~~ to beCrenshaw ~~indicative of the~~Imperial ~~actual~~ Associates, ~~financial~~LLC, ~~position~~a orjoint ~~results~~venture ofbetween ~~operations~~ScanlanKemperBard ~~that~~Companies, ~~would~~an ~~have~~Oregon corporation, ~~occurred had the transactions~~ and ~~events~~Praedium ~~reflected~~Group ~~therein~~for inapproximately ~~fact~~$9,835,000 ~~occurred on~~ (the ~~dates~~“Crenshaw Sale”). Crenshaw/Imperial ~~specified, nor do such financial statements~~Shopping ~~purport~~ Center tois bean ~~indicative~~approximately of158,000 ~~the~~square ~~results~~foot ofopen-air ~~operations~~community orshopping center ~~financial~~located ~~condition that may be achieved~~ in ~~the~~Inglewood, ~~future~~California. ~~These unaudited pro forma condensed consolidated financial statements should be read in~~ ~~conjunction~~ A ~~with~~copy ~~"Management's Discussion and Analysis~~ of ~~Financial~~the ~~Condition~~press ~~and~~release ~~Results~~announcing ~~of Operations" and all of~~ the ~~financial~~closing ~~statements~~has ~~and~~been ~~notes~~filed ~~thereto contained in the Company's Annual Report~~as on Exhibit ~~Form 10-K~~99.1 ~~for~~hereto ~~the~~and ~~year~~is ~~ended~~hereby ~~December 31,~~incorporated ~~2001.~~by reference.

ITEM ~~Burnham Pacific Properties, Inc~~7. ~~Unaudited~~ ~~Pro~~Financial ~~Forma~~Statements ~~Condensed~~and ~~Consolidated Statement of Net Assets (Liquidation Basis) December 31, 2001 (in thousands)~~ Exhibits.

		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

(a) Financial Statements of Businesses Acquired.

~~See accompanying~~Not ~~notes to the unaudited pro forma condensed consolidated financial statements~~ applicable.

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

			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

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

~~See accompanying notes to the unaudited pro forma condensed consolidated financial statements~~ (c) Exhibits.

~~BURNHAM~~99.1 Press release ~~PACIFIC~~of ~~PROPERTIES~~the Company, ~~INC.~~ dated June 14, 2002

~~NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~ 2

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

~~The~~Pursuant ~~unaudited~~to ~~pro~~the ~~forma~~requirements ~~condensed~~of ~~consolidated~~Section ~~statement~~12 of ~~net assets as December 31, 2001 (Liquidation Basis) assumes~~ the ~~Santa Fe Sale as described in~~ ~~Item~~ Securities 2Exchange Act of ~~this~~1934, ~~Form 8-K~~as ~~filing occurred on December 31~~amended, ~~2001. The pro forma information is based upon~~ the Company's ~~audited~~has ~~historical~~duly ~~statements~~caused ~~included~~this report into ~~the~~be ~~Company's Annual~~filed ~~Report~~ on ~~Form 10-K~~its ~~for~~behalf by the ~~year ended December 31~~undersigned, ~~2001~~thereunto ~~after~~duly ~~giving effect to the following adjustments:~~ authorized.

Santa Fe Sale

BURNHAM PACIFIC PROPERTIES, INC.

Dated: June 21, 2002	By:	/s/ Daniel B. Platt
	Name:		Daniel B. Platt
	Title:		Chief Financial Officer

~~Unaudited Pro Forma Condensed Consolidated Statement of Changes in Net Assets for the Year Ended December 31, 2001 (Liquidation Basis)~~ 3

~~The Company's unaudited pro forma condensed consolidated statement of changes in net assets for the year ended December 31, 2001 (Liquidation Basis)~~BURNHAM ~~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~~PACIFIC ~~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~~PROPERTIES, ~~2001~~ ~~after giving effect to the following adjustments:~~ INC.

~~Santa~~UNAUDITED FePRO ~~Sale~~ FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~QuickLinks~~ The accompanying unaudited pro forma condensed consolidated statement of net assets as of March 31, 2002 (Liquidation Basis) gives effect to the Crenshaw Sale as if it had occurred on March 31, 2002.

The accompanying unaudited pro forma condensed consolidated statement of changes in net assets for the quarter ended March 31, 2002 (Liquidation Basis) gives effect to the Crenshaw Sale as if it had occurred on January 1, 2002. 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 Crenshaw 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 transaction 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 Quarterly Report on Form 10-Q for the quarter ended March 31, 2002 and 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) March 31, 2002 (in thousands)




			Crenshaw
	Historical		Sale					Pro-Forma

ASSETS
Real Estate Held For Sale	$	63,963	$	(9,538	)	(1	)	$	54,425
Cash and Cash Equivalents	41,011		4,553			(2	)	45,564
Restricted Cash	1,168		-					1,168
Receivables—Net	5,344		83			(3	)	5,427
Other Assets	1,882		(83		)	(3	)	1,799
Total	113,368		(4,985		)			(108,383		)

LIABILITIES
Accounts Payable and Other Liabilities	4,517		(26		)	(4	)	4,491
Deposits for Property Sales	497		-					497
Tenant Security Deposits	385		(51		)	(4	)	334
Notes Payable	36,449		(4,861		)	(5	)	31,588
Reserve for Estimated Costs During the Period of Liquidation	5,802		-					5,802
Deferred Gain on Real Estate Assets	1,938		-					1,938
Total Liabilities	49,588		(4,938		)			44,650

Minority Interest	1,055		-					1,055

NET ASSETS IN LIQUIDATION	$	62,725	$	(47	)	(6	)	$	62,678

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 Three Months Ended March 31, 2002 (Liquidation Basis) (in thousands, except per share amounts)

	For the Three Months Ended 3/31/02
				Crenshaw Sale
				Crenshaw Sale					Pro-Forma

REVENUES
Rents	$	6,717		$	(407	)	(7	)	$	6,310
Interest	310			-					310
Total Revenues	7,027			(407		)			6,620

COSTS AND EXPENSES
Interest	1,185			(111		)	(8	)	1,074
Rental Operating	3,186			(144		)	(7	)	3,042
Provision for Bad Debt	566			9			(7	)	575
General and Administrative	1,240			-					1,240
Litigation & Legal	126			(4		)	(7	)	122
Total Costs and Expenses	6,303			(250		)			6,053


Income from Operations Before Minority Interest	724			(157		)			567

Minority Interest	(17		)	-					(17		)
Income Available to Common Stockholders	$	707		$	(157	)			$	550

Net Assets in Liquidation at December 31, 2001	$	135,860		-					$	135,860
Adjustment to Net Assets in Liquidation	764			(47		)			717
Liquidating Distributions to Common Stockholders	(74,606		)	-					(74,606		)
Income Available to Common Stockholders	707			-					707
Net Assets in Liquidation at March 31, 2002	$	62,725							$	62,678

Net Income Per Share — Basic and Diluted	$	0.02		$	(0.00	)			$	0.02

Weighted Ave. No. of Shares — Basic and Diluted	32,854			32,854					32,854

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
				Crenshaw Sale
				Crenshaw Sale					Pro-Forma

REVENUES
Rents	$	62,442		$	(1,860	)	(9	)	$	60,582
Interest	1,795			-					1,795
Total Revenues	64,237			(1,860		)			62,377

COSTS AND EXPENSES
Interest	15,707			(434		)	(10	)	15,273
Rental Operating	22,244			(560		)	(9	)	21,684
Provision for Bad Debt	2,835			(122		)	(9	)	2,713
General and Administrative	6,324			-					6,324
Litigation & Legal	885			(7		)	(9	)	878
Total Costs and Expenses	47,995			(1,123		)			46,872

Income from Operations Before Minority Interest and Dividends Paid to Preferred Stockholders	16,242			(737		)			15,505

Minority Interest	(820		)	-					(820		)

Net Income	$	15,422		$	(737	)			$	14,685
Dividends Paid to Preferred Stockholders	(2,249		)	-					(2,249		)
Income Available to Common Stockholders	$	13,173		$	(737	)			$	12,436

Net Assets in Liquidation at December 31, 2000	$	177,447		-					$	177,447
Adjustment to Net Assets in Liquidation	(10,458		)	(47		)			(10,505		)
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							$	135,813

Net Income Per Share — Basic and Diluted	$	0.41		$	(0.02	)			$	0.38

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 March 31, 2002 (Liquidation Basis)

The unaudited pro forma condensed consolidated statement of net assets as of March 31, 2002 (Liquidation Basis) assumes the Crenshaw Sale occurred on March 31, 2002. The pro forma information is based upon the Company’s unaudited historical statements included in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002 after giving effect to the following adjustments:

(1) Reflects the net realizable value of Crenshaw/Imperial Shopping Center as of March 31, 2002.

(2) Reflects the net cash proceeds from the Crenshaw Sale.

(3) Represents reclassification of other assets expected to be collected in connection with the Crenshaw Sale.

(4) Reflects the carrying amount of certain liabilities eliminated in connection with the Crenshaw Sale.

(5) Reflects the complete repayment of the property-related debt in connection with the Crenshaw Sale.

(6) Reflects the adjustment to the Net Assets in Liquidation related to final closing costs for the Crenshaw Sale.

Unaudited Pro Forma Condensed Consolidated Statement of Changes in Net Assets for the Quarter Ended March 31, 2002 (Liquidation Basis)

The Company’s unaudited pro forma condensed consolidated statement of changes in net assets for the quarter ended March 31, 2002 (Liquidation Basis) assumes the Crenshaw Sale occurred on January 1, 2002, but does not reflect the aggregate net gain on sale of properties. The pro forma financial information is based on the unaudited historical financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002 after giving effect to the following adjustments:

(7) Reflects the actual operating results for revenues and expenses for the quarter ended March 31, 2002 for the

Crenshaw Sale.

(8) Reflects the decrease in interest expense resulting from complete repayment of the property-related debt in

connection with the Crenshaw 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 Crenshaw Sale 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:

(9) Reflects the actual operating results for revenues and expenses for the year ended December 31, 2001 for the

Crenshaw Sale.

(10) Reflects the decrease in interest expense resulting from complete repayment of the property-related debt in

connection with the Crenshaw Sale.

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