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
27, 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
3.03 Material Modifications to Rights of Security Holders
On
July
21, 2006, Essex Property Trust, Inc. (the “Company”) entered into an
underwriting agreement with Banc of America Securities LLC (the “Underwriters”),
relating to the sale of 5,200,000 shares of 4.875% Series G Cumulative
Convertible Preferred Stock (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. As set
forth in the Articles Supplementary establishing the rights and preferences
of
the Series G Preferred Stock filed with the Maryland State Department of
Assessments and Taxation on July 26, 2006, the Company will pay cumulative
dividends on the Series G Preferred Stock at a rate of 4.875% per year of the
$25.00 liquidation preference (equivalent to $1.21875 per year per share).
Dividends on the Series G Preferred Stock are payable quarterly in arrears
on
January 31, April 30, July 31, and October 31 of each year beginning on October
31, 2006. Dividends paid to investors on the Series G Preferred Stock issued
in
this offering will be cumulative from July 26, 2006. The Company’s only other
preferred stock outstanding as of the date of this prospectus supplement is
1,000,000 shares of 7.8125% Series F Cumulative Redeemable Preferred Stock
(the
“Series F Preferred Stock”) with a liquidation preference of $25.00 per share.
The Series G Preferred Stock is on parity with the Series F Preferred
Stock.
Holders
may convert the Series G Preferred Stock into shares of the Company’s common
stock subject to certain conditions. The conversion rate will initially be
0.1830 shares of common stock per $25.00 liquidation preference, which is
equivalent to an initial conversion price of approximately $136.62 per share
of
common stock (subject to adjustment in certain events).
On
or
after July 31, 2011, the Company may, at its option, cause some or all of the
Series G Preferred Stock to be converted into that number of shares of common
stock that are issuable at the then prevailing conversion rate. The Company
may
exercise its conversion right only if, for 20 trading days within any 30
consecutive trading days (including the last trading day of such period), the
closing price of its common stock equals or exceeds 130% of the then prevailing
conversion price of the Series G Preferred Stock. Investors in the Company’s
Series G Preferred Stock will generally have no voting rights, except that
the
Company shall not, without the affirmative vote of at least 2/3 of the
outstanding shares of the Series G Preferred Stock (i) authorize or create,
or
increase the authorized or issued amount of, any class or series of shares
ranking senior to the Series G Preferred Stock with respect to certain rights,
or (ii) either amend, alter or repeal the provisions of the Company charter
or
bylaws so as to materially and adversely affect the preferences or certain
other
rights of any outstanding shares of the Series G Preferred Stock. Investors
will
also have limited voting rights if the Company fails to pay dividends for six
or
more quarters and under certain other circumstances.
The
Company Series G Preferred Stock is subject to certain restrictions on ownership
designed to preserve the Company’s qualifications as a real estate investment
trust for federal income tax purposes.
The
foregoing description of the Articles Supplementary does not purport to be
complete and is qualified in its entirety by reference to the Articles
Supplementary, which is filed as Exhibit 3.1 hereto, and is incorporated into
this report by reference.
Item
9.01 Financial Statements and Exhibits
3.1
Articles
Supplementary designating the 4.875% Series G Cumulative Convertible Preferred
Stock.
4.1 Form
of
4.875% Series G Cumulative Convertible Preferred Stock Certificate.
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 27, 2006