Form 8-K
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): July
21, 2006
ESSEX
PROPERTY TRUST, INC.
(Exact
name of registrant as specified in its charter)
001-13106
(Commission
File Number)
Maryland
77-0369576
(State
of
Incorporation)
(I.R.S
Employer Identification No.)
925
East Meadow Drive, Palo Alto, California 94303
(Address
of principal
executive offices) (Zip Code)
(650)
494-3700
(Registrant’s telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report.)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[
]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement
Public
Offering of Preferred Stock
------------------------------------------
On
July
21, 2006, Essex Property Trust, Inc. (the “Company”) entered into an
underwriting agreement (the “Underwriting Agreement”) with Banc of America
Securities LLC (the “Underwriter”), relating to the sale of 5,200,000 shares of
4.875% Series G Cumulative Convertible Preferred Stock, $25.00 liquidation
preference (the “Series G Preferred Stock”), and the granting of an
over-allotment option for an additional 780,000 shares of Series G Preferred
Stock to the Underwriter solely to fulfill over-allotments. The Series G
Preferred Stock offering is expected to close on July 26, 2006.
The
Underwriting Agreement is attached hereto as Exhibit 1.1.
Item
8.01. Other Events
On
July
21, 2006, Essex Property Trust, Inc. (the “Company”) issued a press release
announcing the pricing of its offering of 5.2 million shares of its 4.875%
Series G Cumulative Convertible Preferred Stock. The Company’s press release is
attached hereto as Exhibit 99.1.
Item
9.01 Financial Statements and Exhibits
(c) Exhibits
1.1
Underwriting
Agreement, dated July 21, 2006, between the Company and the
Underwriter.
99.1 Press
Release, dated July 21, 2006 issued by Essex Property Trust, Inc.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Essex
Property Trust, Inc.
/s/
Michael T. Dance
Name:
Michael
T. Dance
Title:
Executive
Vice President & Chief Financial Officer
Date:
July 21, 2006