<PAGE>


                       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): AUGUST 14, 2000
                                                          ---------------


                        BURNHAM PACIFIC PROPERTIES, INC.
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)


         MARYLAND                        1-9524                33-0204126
----------------------------    ------------------------   -------------------
(STATE OR OTHER JURISDICTION    (COMMISSION FILE NUMBER)     (IRS EMPLOYER
     OF INCORPORATION)                                     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)


<PAGE>


ITEM 5.  OTHER EVENTS.

         On August 15, 2000, Burnham Pacific Properties, Inc. (the "Company")
issued a press release announcing that its Board of Directors intends to
adopt a final plan of liquidation, the Company has reached an agreement in
principle with its two largest equityholders to support the Board's decision
to develop a plan of liquidation, the Company has amended its Bylaws on
August 14, 2000, J. David Martin has resigned as chief executive officer and
as a Director of the Company and Scott C. Verges will serve as the Company's
interim chief executive officer. A copy of that amendment to the Bylaws is
being filed herewith as Exhibit 3(ii).5. A copy of that press release is
being filed herewith as Exhibit 99.1.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.

(c)      Exhibits

EXHIBIT NO.                                 DESCRIPTION

3(ii).1           Bylaws of the Company, as amended and restated on November 19,
                  1997 (incorporated by reference to the Exhibit 3.2 of the
                  Company's Current Report on Form 8-K, filed December 16,
                  1997).

3(ii).2           Text of February 9, 2000 Amendment to Bylaws (incorporated by
                  reference to Exhibit 3(ii).2 of the Company's Current Report
                  on Form 8-K filed on February 10, 2000).

3(ii).3           Text of April 5, 2000 Amendment to Bylaws (incorporated by
                  reference to Exhibit 3(ii).3 of the Company's Current Report
                  on Form 8-K filed on April 10, 2000).

3(ii).4           Text of May 31, 2000 Amendment to Bylaws (incorporated by
                  reference to Exhibit 3(ii).4 of the Company's Current Report
                  on Form 8-K filed on June 1, 2000).

3(ii).5           Text of August 14, 2000 Amendment to Bylaws.

99.1              Press release of the Company dated August 15, 2000.



                                        2

<PAGE>


                                   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:  August 16, 2000                      By: /s/ Daniel B. Platt
                                                 -----------------------
                                             Name:   Daniel B. Platt
                                             Title:  Chief Financial Officer



                                        3

<PAGE>



                                  EXHIBIT INDEX

EXHIBIT NO.                         DESCRIPTION

3(ii).1              Bylaws of the Company, as amended and restated on November
                     19, 1997 (incorporated by reference to the Exhibit 3.2 of
                     the Company's Current Report on Form 8-K, filed December
                     16, 1997).

3(ii).2              Text of February 9, 2000 Amendment to Bylaws (incorporated
                     by reference to Exhibit 3(ii).2 of the Company's Current
                     Report on Form 8-K filed on February 10, 2000).

3(ii).3              Text of April 5, 2000 Amendment to Bylaws (incorporated by
                     reference to Exhibit 3(ii).3 of the Company's Current
                     Report on Form 8-K filed on April 10, 2000).

3(ii).4              Text of May 31, 2000 Amendment to Bylaws (incorporated by
                     reference to Exhibit 3(ii).4 of the Company's Current
                     Report on Form 8-K filed on June 1, 2000).

3(ii).5              Text of August 14, 2000 Amendment to Bylaws.

99.1                 Press release of the Company dated August 15, 2000.



                                        4