Prospectus Supplement
Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-131276
PROSPECTUS
SUPPLEMENT NO. 3
(TO
PROSPECTUS DATED MARCH 2, 2006)
$225,000,000
Essex
Portfolio, L.P.
3.625%
Exchangeable Senior Notes due 2025
Fully
and
Unconditionally Guaranteed by
Essex
Property Trust, Inc.
and
Shares
of
Essex Property Trust, Inc. Common Stock Issuable Upon Exchange of the
Notes
This
prospectus supplement #3 supplements the prospectus supplement #2 dated April
27, 2006, the prospectus supplement #1 dated March 21, 2006, and the prospectus
dated March 2, 2006 relating to the resale by the selling securityholders named
in the prospectus and in this prospectus supplement of up to $225 million
aggregate principal amount of our 3.625% Exchangeable Senior Notes due 2025
and
shares of Essex Property Trust, Inc. common stock issuable upon exchange of
the
notes.
This
prospectus supplement #3 should be read in conjunction with the prospectus
dated
March 2, 2006, which is to be delivered with this prospectus supplement. All
capitalized terms used but not defined in this prospectus supplement shall
have
the meanings given them in the prospectus.
Our
common stock is listed on the New York Stock Exchange under the symbol "ESS."
On
May 24, 2006 the last reported sales price of our common stock on the New York
Stock Exchange was $105.81 per share.
INVESTING
IN OUR COMMON STOCK INVOLVES CERTAIN RISKS. SEE "RISK FACTORS" BEGINNING ON
PAGE
11 OF THE PROSPECTUS DATED MARCH 2, 2006.
-------------------------
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION
HAS
APPROVED OF THESE SECURITIES OR DETERMINED THAT THIS PROSPECTUS SUPPLEMENT
OR
THE PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY
IS A
CRIMINAL OFFENSE.
The
date
of this prospectus supplement is May 25, 2006.
The
following represents additional selling securityholders for the table appearing
in the “Selling Securityholders” section of the prospectus.
|
Name
|
Aggregate Principal Amount
of Notes Beneficially Owned
That May
be Sold
|
Percentage
of Notes Outstanding**
|
Number
of Essex Common
Shares That May be
Sold***
|
Other
Essex Common Shares
Beneficially Owned
Before the Offering
and Assumed to
be Owned Following the
Offering
|
Percentage
of Essex Common
Stock Outstanding****
|
|
|
|
|
|
|
|
|
UBS
Securities LLC(6)
|
$33,500,000
|
14.89%
|
324,455
|
--
|
1.39%
|
**
Unless
otherwise noted, none of these selling securityholders beneficially owns 1%
or
more of the outstanding notes.
***
Represents
the maximum number of Essex common shares issuable upon exchange of all of
the
holder’s notes at the initial exchange rate of 9.6852 Essex common shares per
$1,000 principal amount of the notes. This exchange rate is subject to
adjustment as described in the prospectus under “Description
of Notes — Exchange Rights.”
As
a
result, the number of Essex common shares issuable upon exchange of the notes
may change in the future.
****
Based
on
the 23,033,945 Essex common shares outstanding as of December 31, 2005, unless
otherwise noted, none of these selling securityholders would beneficially own
1%
or more of the outstanding Essex common shares following the sale of securities
in the offering.
(6) The
information provided with respect to this selling securityholder in this
prospectus supplement supersedes the information provided with respect to this
selling securityholder previously provided in the prospectus supplement #1
dated
March 21, 2006 and the prospectus dated March 2,
2006.