8-K

UNITED STATES
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): December 17, 2002

Essex Property Trust, Inc.
(Exact name of registrant as specified in its charter)

Commission file number 001-13106

 

Maryland	77-0369576
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification Number)

925 East Meadow Drive
Palo Alto, California    94303
(Address of principal executive offices including zip code)

(650) 494-3700
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Item 5.  Other Events and Regulation FD Disclosure.

On December 17, 2002 Essex Property Trust, Inc., announced that it has acquired, by merger, John M. Sachs, Inc. - a private real estate owner based in San Diego, California - including its real estate asset portfolio valued at approximately $301 million. The merger fact sheet and press release, attached hereto as Exhibits 99.1 and 99.2 respectively, are not filed but are furnished pursuant to Regulation FD.

Exhibit Number	Description
Exhibit 99.1	Information contained in a Merger Fact Sheet.
Exhibit 99.2	Press Release dated December 17, 2002.

SIGNATURE

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 therunto duly authorized.

Date: December 19, 2002

Essex Property Trust, Inc.

By:  /s/ Michael J. Schall

Michael J. Schall

Executive Vice President & Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
Exhibit 99.1	Information contained in a Merger Fact Sheet.
Exhibit 99.2	Press Release dated December 17, 2002.

EX-99.1

Exhibit 99.1

MERGER FACT SHEET

On December 17, 2002 Essex Property Trust, Inc., (NYSE: ESS) - a fully integrated real estate investment trust that acquires, develops, redevelops and manages multifamily communities in targeted West Coast markets announced that it has acquired, by merger, John M. Sachs, Inc. - a private real estate owner based in San Diego, California - including its real estate asset portfolio valued at approximately $301 million.

Approximately 86% of the acquired real estate portfolio's value is comprised of apartment communities primarily located in the greater San Diego area of California. The remaining 14% of the portfolio's value is comprised of five recreational vehicle parks, two manufactured housing communities and two small office buildings.

Following the merger, Essex has ownership interests in 112 apartment communities, aggregating 23,699 units along with 1,521 apartment units in various stages of development.

Essex's total market capitalization as of December 17, 2002 was approximately $2.2 billion dollars, with a debt-to-total-market-capitalization ratio of 36.7 percent. Essex's mortgage notes payable at an average maturity of 8.6 years and an average interest rate of 6.8 percent.

The charts below illustrate the Company's market capitalization and debt summaries following the merger:

Following are pertinent QUESTIONS and ANSWERS you may have relating to the merger. If you have additional questions, please contact:

Mary Jensen, Director of Investor Relations at (650) 849-1656, or contact us via the Company's Web site at www.essexpropertytrust.com.

Q: Is shareholder approval required?

A: No, Shareholder approval is not required for this transaction. However, Essex's board of directors has unanimously approved the merger.

Q: Will any constituents from John M. Sachs, Inc. assume any type of partnership, Board seat, or officer position within the Essex organization?

A: The composition of Essex's Board of Directors and officers will remain the same as prior to the merger.

Q: How many Sachs employees will be employed by Essex following the merger?

A: None

Q: How is the merger structured - what forms of capital were used in the transaction?

A: The structure of the merger is as follows:

($ in millions)

Agreed value of Common Stock issued	$ 134
Assumed liabilities
Four mortgages on assets owned by John M. Sachs, Inc.	65
Assumed liabilities repaid subsequent to the close of the merger	33
Cash required to close	69
Approximate Asset Value of Acquired Portfolio	$ 301

Q: How many shares were issued in conjunction with the merger?

A: The company issued 2,719,845 shares of Essex's common stock at an agreed upon price of $49.25 totaling approximately $134 million.

Q: Who are the recipients of the common stock that was issued in conjunction with the transaction?

A: John M. Sachs and other members of the Sachs' family (through their Trusts)have become shareholders of Essex Property Trust as part of the merger transaction. The shares were issued as "restricted securities" as defined under Rule 144. Essex has agreed to file a registration agreement concerning shares issued in connection with the transaction within the next 30 days.

Q: What are the terms of the $65 million in assumed debt?

A: The Company assumed mortgages on four of the newly acquired properties for approximately $65 million with a fixed interest rate of 5.51% and maturing in December 2012.

Q: What were the sources of funds used to pay the cash required to close and repay the $33 million of assumed liabilities?

A: The primary source was four new mortgages placed on four of Essex's previously unencumbered properties in the amount of $62 million with a weighted average fixed interest rate of 5.64%, maturing in December 2012. In addition, the Company obtained a new $30 million unsecured line of credit, which was priced at LIBOR plus 112 basis points and matures in December 2003. The balance of the cash amount required to close the transaction was drawn on the Company's existing line of credit

Q: How much did the Company increase its short-term borrowings in conjunction with this transaction?

A: The Company increased its short-term borrowings by approximately $40 million in conjunction with the merger. The Company maintains its discipline of matching long-term assets with long-term capital and anticipates reducing its short-term borrowings with long-term fixed rate financing.

Q: What is the average age and the property class of the apartment communities?

A: The average age is approximately 27 years, and is comprised primarily of "B+ to C+ quality" buildings located in primarily "B" submarkets. This is typical of the product- type in these infill areas and consistent with Essex's business strategy of targeting supply-constrained West Coast markets. Generally, the properties are in good physical condition and have been well maintained.

Q: How do the occupancies of the assets acquired in the merger impact Essex's existing portfolio occupancy?

A: San Diego is one of the top performing apartment markets in the United States - the acquired apartment portfolio has an average occupancy of 97%, which is greater than Essex's existing property portfolio.

Q: As part of the merger Essex acquired a few real estate assets outside of it's current product-type and targeted markets. Does Essex plan on diversifying its holdings and expanding into other markets or product-types across the country?

A: Essex expects to continue its research driven approach to evaluate different markets that possess strong apartment fundamentals. We expect to remain focused on our targeted West Coast markets and have no immediate plans that deviate from that focus. The Company has no plans to sell any of the assets acquired in the merger.

Q: What are the market economics associated with the San Diego area, i.e., jobs, supply and rental rate growth?

A: The San Diego MSA job base has grown 1._% in 2002 and has averaged 3.8% over the last five years. Since 1996 increased demand for apartments has out stripped supply and rents have increased annually. Over the last five years single-family home prices have increased 71% or 11.4% on an annual average growth rate. The Company anticipates that rent growth in 2003 will increase 3.0% based on expected supply and demand fundamentals.

Q: Why didn't the FUND invest in these assets?

A: Since the acquisition of the properties were structured in a merger - the FUND was unable to accommodate this type of transaction.

EX-99.2

Exhibit 99.2

FOR IMMEDIATE RELEASE

Michael J. Schall	Mary C. Jensen
Chief Financial Officer	Director of Investor Relations
(650) 849-1600	(650) 849-1656

Essex Merges with John M. Sachs, Inc.
Acquires San Diego Apartment Portfolio

Palo Alto, California - December 17, 2002 - Essex Property Trust, Inc., (NYSE:ESS) a real estate investment trust (REIT) with apartment communities located in targeted West Coast markets, announced today that it has acquired, by merger, John M. Sachs, Inc. resulting in the acquisition of its real estate portfolio, consisting primarily of apartment communities located in San Diego County, California. As a result of the merger, Essex's San Diego County apartment portfolio is increasing from 326 to 3,009 units, representing 13% of its 23,699 total apartment homes.

The transaction was structured as a tax-free reorganization with real estate assets valued at approximately $301 million. Consideration provided in the merger was in the form of a common stock issuance, assumption of liabilities, and cash, as follows:

• Issued 2,719,875 shares of Essex common stock at an agreed upon price of $49.25.
• Assumed mortgages on four of the newly acquired properties for approximately $64.6 million with a fixed interest rate of 5.51% maturing in December 2012.
• Repaid liabilities in the amount of approximately $33 million.
• The balance was paid in cash.

In connection with the merger, Essex placed new mortgages on four previously unencumbered properties in the amount of $62.0 million with a weighted average fixed interest rate of 5.64%, maturing in December 2012. In addition, the Company borrowed $30 million on a new unsecured line of credit that matures in December 2003.

Commenting on the merger, Keith R. Guericke, President and Chief Executive Officer said, "John M. Sachs, Inc. is a leading owner and operator of multifamily properties in San Diego County, which has utilized an investment strategy similar to Essex's in creating its real estate portfolio over the last thirty years." Mr. Guericke continued, "San Diego's diverse employment base and above-average job growth is highly desirable to renters and investors alike. We believe that the addition of these properties enhances Essex's strong West Coast presence and creates value for its shareholders."

Also commenting on the transaction, Mr. John M. Sachs said, "The merger of John M. Sachs, Inc. and Essex represents the culmination of 30 years of successful real estate investing in the San Diego Area. The merger allows for the continuation and expansion of the company's operations, and results in the Sachs' family becoming major investors in Essex. We chose Essex as our merger partner due to its exceptional track record and belief that Essex's focused strategy of owning and operating West Coast apartments will continue to provide outstanding results."

The following table outlines the real estate assets acquired in the merger:

Conference Call

A Conference call with members of Essex's senior management will be held on Thursday, December 19, 2002 at 8:00 a.m. Pacific Time - 11:00 a.m. Eastern Time at (800) 289-0569, and will be broadcast live via the Internet at www.essexpropertytrust.com.

If you are unable to listen to the live call, a rebroadcast will be available via the Internet for 14 days and digitally for 7 days after the call. To access the replay via the Internet go to the Company's web site at www.essexpropertytrust.com and select the special announcement link. To access the digital replay, dial (888) 203-1112 and passcode 402495.

For additional information please visit Company's Web site at www.essexpropertytrust.com or call the investor relations department at (650) 849-1600.

Essex Property Trust, Inc., located in Palo Alto, California and traded on the New York Stock Exchange (ESS), is a fully integrated real estate investment trust (REIT) that acquires, develops, redevelops, and manages multifamily residential properties in selected West Coast communities. Essex currently has ownership interests in 112 multifamily properties (23,699 units), and has 1,521 units in various stages of development. Additional information about Essex can be found on the Company's web site at www.essexpropertytrust.com.

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.

Except for historical information presented, certain matters discussed in this press release are forward-looking statements under the Private Securities Reform Act of 1995 and are subject to certain risks and uncertainties that could cause actual results to differ materially from what is set forth in such statements. Forward-looking statements in this press release include statements that the addition of the properties of John M. Sachs, Inc. will enhance Essex's West Coast presence and create value for Essex's shareholders, statements about the San Diego market, statements about the continuation and expansion of Essex's operations and statements about Essex continuing to provide outstanding results. Factors that could cause actual results to differ materially include risks and uncertainties such as the John M. Sachs' properties not performing as anticipated, difficulties in integrating the John M. Sachs' properties into the rest of Essex's portfolio, unexpected liabilities that Essex has as a result of the merger with John M. Sachs, Inc., unexpected changes in the economic conditions in the San Diego area and other risks detailed in Essex's Securities and Exchange Act filings.  All forward-looking statements are made as of the date of this press release, and Essex disclaims any duty to update such statements.

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