SC 13D/A 1 l94822asc13dza.txt SCHOTTENSTEIN STORES/BURNHAM PACIFIC PROP. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 11) BURNHAM PACIFIC PROPERTIES, INC. (Name of Issuer) COMMON STOCK, $.01 PAR VALUE 12232C108 --------------------------------------------------- (Title of class of securities) (CUSIP number) ROBERT J. TANNOUS, ESQ. PORTER WRIGHT MORRIS & ARTHUR, LLP 41 S. HIGH STREET COLUMBUS, OHIO 43215 (614) 227-1953 (Name, address and telephone number of person authorized to receive notices and communications) MAY 31, 2002 (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_]. (Continued on following pages) (Page 1 of 14)

This Amendment No. 11 ("Amendment No. 11") amends and supplements the Statement on Schedule 13D (the "Schedule 13D"), filed on June 7, 1999, as amended by Amendment No. 1 filed on June 16, 1999, Amendment No. 2 filed on July 12, 1999, Amendment No. 3 filed on February 1, 2000, Amendment No. 4 filed on February 8, 2000, Amendment No. 5 filed on February 23, 2000, Amendment No. 6 filed on June 14, 2000 and Amendment No. 7 filed on June 16, 2000, Amendment No. 8 filed on August 15,2000, Amendment No. 9 filed on September 1, 2000 and Amendment No. 10 filed on September 11, 2000 by Jubilee Limited Partnership ("JLP"), Jubilee Limited Partnership III ("JLPIII"), Schottenstein Professional Asset Management Corp. ("SPAMC"), Jay L. Schottenstein ("JS") and Schottenstein Stores Corporation ("SSC" and, collectively with JLP, JLPIII, SPAMC and JS, the "Original Reporting Persons"). As indicated in Amendment No. 8 to the Schedule 13D, Michael L. Ashner ("MLA") and Susan Ashner ("SA" and collectively with MLA, the "Additional Reporting Persons") have joined the Original Reporting Persons for the purposes of the filing requirements of Section 13(d) of the Exchange Act. The Original Reporting Persons together with the Additional Reporting Persons are sometimes referred to herein collectively as the "Reporting Persons." Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Schedule 13D. Information contained herein with respect to each Reporting Person is given solely by such Reporting Person, and no other Reporting Person has responsibility for the accuracy or completeness of information supplied by such Reporting Person. ITEM 1. SECURITY AND ISSUER. This Amendment No. 11 relates to shares of common stock, $.01 par value (the "Shares"), of Burnham Pacific Properties, Inc., a Maryland corporation (the "Company"). The principal executive offices of the Company are located at 610 West Ash Street, San Diego, CA 92101. (Page 9 of 14) ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. The information set forth in Item 5 of the Schedule 13D is hereby amended and supplemented by adding the following information thereto: (a) As of the date of this Amendment No. 11, the Reporting Persons beneficially owned the respective numbers of Shares set forth below. The percentages set forth below and on pages 2 through 8 hereto represent percentages of the outstanding Shares based on a total of 32,854,639 Shares outstanding on May 31, 2002, as reported in the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2002. Reporting Person Number of Shares Percent -------------------------------------------------------------------------------- JLP 1,195,800 3.63% JLPIII 1,219,800 3.71% SPAMC 2,415,600 7.35% JS 2,516,513 7.65% SSC 100,000 0.003% MLA 0 -- SA 0 -- As of the date of this Amendment No. 11, the Reporting Persons beneficially owned an aggregate of 2,516,513 Shares, or approximately 7.65% of the outstanding Shares. (Page 10 of 14) Except as set forth in this paragraph (a) of this Item 5, to the best knowledge of the Reporting Persons, none of the other persons identified pursuant to Item 2 beneficially owns any Shares. By virtue of their status as a "group" for purposes of Rule 13d-5, each of the Reporting Persons may be deemed to have shared voting and dispositive power over the Shares owned by the other Reporting Persons. Each member of the Original Reporting Persons disclaims beneficial ownership of the Shares owned by each of the Additional Reporting Persons and each Additional Reporting Person disclaims beneficial ownership of the Shares owned by each of the Original Reporting Persons. (b) JLP has sole voting power and sole investment power with respect to all of the 1,195,800 Shares it beneficially owns. JLPIII has sole voting power and sole investment power with respect to all of the 1,219,800 Shares it beneficially owns. By virtue of being the sole general partner of each of JLP and JLPIII, SPAMC may be, for purposes of this Statement, a beneficial owner of all the Shares of which each of JLP and JLPIII is a beneficial owner. By virtue of being the trustee of each of the trusts which constitute all of the shareholders of SPAMC, JS may be, for purposes of this Statement, a beneficial owner of all the Shares of which SPAMC is a beneficial owner. SPAMC disclaims beneficial ownership of the aggregate 2,415,600 Shares, referred to above, as to which it may be deemed to have shared voting and dispositive power. JS disclaims beneficial ownership of the aggregate 2,415,600 Shares, referred to above, as to which he may be deemed to have shared voting and dispositive power. SSC has sole voting and sole investment power with respect to all of the 100,000 Shares it beneficially owns. By virtue of being the Chairman of the Board and Chief Executive Officer of SSC, JS may be, for purposes of this Schedule 13D, a beneficial owner of all of the Shares of which SSC is a beneficial owner. JS disclaims beneficial ownership of such Shares as to which he may be deemed to have shared voting and dispositive power. MLA and SA no longer own any shares of the issuer. (c) The information concerning transactions in the Shares effected by the Reporting Persons during the past 60 days is set forth in Appendix A hereto and incorporated herein by reference. Except as otherwise indicated on such Appendix A, all such transactions were effected through the open market. (d) Except as set forth above in this Item 5, no other person is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the securities. (e) As of May 30, 2002 MLA and SA have ceased to be the beneficial owners of shares of the Issuer. (Page 11 of 14) SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: June 7, 2002 JUBILEE LIMITED PARTNERSHIP BY: SCHOTTENSTEIN PROFESSIONAL ASSET MANAGEMENT CORP., as sole general partner By: /s/ Jay L. Schottenstein -------------------------------------------- Name: Jay L. Schottenstein Title: President & Chairman JUBILEE LIMITED PARTNERSHIP III BY: SCHOTTENSTEIN PROFESSIONAL ASSET MANAGEMENT CORP., as sole general partner By: /s/ Jay L. Schottenstein -------------------------------------------- Name: Jay L. Schottenstein Title: President & Chairman (Page 12 of 14) SCHOTTENSTEIN STORES CORPORATION By: /s/ Jay L. Schottenstein ----------------------------------------------- Name: Jay L. Schottenstein Title: Chairman & Chief Executive Officer /s/ Jay L. Schottenstein ----------------------------------------------- JAY L. SCHOTTENSTEIN /s/ Michael L. Ashner ----------------------------------------------- MICHAEL L. ASHNER /s/ Susan Ashner ----------------------------------------------- SUSAN ASHNER (Page 13 of 14) APPENDIX A TRANSACTIONS BY THE REPORTING PERSONS IN BURNHAM PACIFIC PROPERTIES, INC. SHARES DURING THE PAST 60 DAYS

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BURNHAM PACIFIC PROPERTIES INC SC 13D/A