1099 and Related Tax Filing Information:

The following is information pertaining to the Burnham Pacific Properties, Inc. 1099s for both the cash and non-cash liquidating distributions made during 2002.  The following information is not and should not be construed as tax advice.  The Trustees of the BPP Liquidating Trust strongly recommend that you consult a tax professional as to the proper tax treatment of the cash and non-cash liquidating distributions on your individual tax returns.

If you were a shareholder of Burnham Pacific Properties, Inc. during any period between January 1, 2002 and June 28, 2002, and received liquidating distributions, you will be sent several IRS Form 1099-DIVs delineating your share of the cash and non-cash liquidating distributions made through June 27, 2002. 

CASH DISTRIBUTION

The IRS Form 1099-DIV with an amount in Box 8 should correspond to the total “cash” liquidating distributions paid during the period from January 1, 2002 through June 27, 2002. 

The liquidating distributions presented below are the amounts that were paid/distributed per share to the shareholders of record on the corresponding record date.

Note:  Holders also received any fractional shares due as a result of the DDR stock distribution as cash.

NON-CASH DISTRIBUTIONS

In addition, there will be two separate IRS Form 1099-DIVs sent out to those shareholders that received the two separate “non-cash” liquidating distributions made by Burnham Pacific Properties, Inc. during 2002.  The non-cash liquidating distributions will be located in Box 9 of Form 1099-DIV.

1.  DDR STOCK - The first of these non-cash liquidating distributions was made on March 12, 2002, to shareholders of record on February 28, 2002, and relates to the value of the liquidating distribution made by Burnham Pacific Properties, Inc. in the form of shares of stock of Developers Diversified Realty Corporation (“DDR”). 

Separate from the amount that is being reported on the 1099-DIV, and as indicated in a press release dated March 20, 2002, please be advised that each share of DDR stock received by a Burnham Pacific shareholder has a cost basis of $20.66.  In other words, this amount equals your tax basis in each share of DDR stock you received and would be used in calculating your gain or loss of your DDR stock once it is sold. 

For more information relating to the DDR stock distribution, please refer to the section of this web site titled “NEWS”, then “ARCHIVE RELEASES”, then “20 March 2002 - Burnham Pacific Announces Cost Basis of Common Stock Liquidating Distribution”, and 28 February, 2002, among others.

2.  ESTIMATED FMV OF NET ASSETS – For federal income tax purposes, stockholders of Burnham on the June 27, 2002 record date will be deemed to have received $1.57 per share, representing the pro rata share of the assets of Burnham which were transferred to the BPP Liquidating Trust, subject to such stockholder’s pro rata share of certain liabilities of Burnham assumed by the BPP Liquidating Trust.  Any cash or net asset distributions made after June 28, 2002, of the BPP Liquidating Trust’s assets to beneficiaries of the BPP Liquidating Trust will not be taxable to such beneficiaries, with the exception of any final distribution which causes total distributions to either exceed or fall below the currently estimated $1.57 per share deemed distribution amount.

Beneficiaries of the BPP Liquidating Trust will receive separate annual communication from the Trustee (similar to Form K-1) regarding their share of Trust income and/or losses to be recognized by the beneficiaries for the remainder of 2002 and thereafter.

The liquidating distributions presented below are the amounts that were paid/distributed per share to the shareholders of record on the corresponding record date.

Note:  On October 30, 2002, a cash distribution of $.50 per share was paid as an initial distribution of the estimated FMV of the net assets of the Trust.  This distribution is already included in the $1.57 per share non-cash liquidating distribution amount above and does not need to be reported again as a taxable transaction.

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Again, this information is being provided to offer additional explanation of the items found on your Burnham Pacific IRS Form 1099–DIVs for 2002.  It should not be construed as tax advice and we strongly recommend you seek the advice of a tax professional as to how to treat these items on your individual tax returns.