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): January 08, 2004

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 Required FD Disclosure.

On January 8, 2004, we announced in a press release that we had restructured our previously issued $50 million, 9.30% Series D Cumulative Redeemable Preferred Units and our previously issued $80 million, 7.875% Series B Cumulative Redeemable Preferred Units. The full text of the press release issued in connection with this announcement is incorporated herein by reference and attached hereto as Exhibit 99.1.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits.

The exhibits listed below are being filed with this Form 8-K.

Exhibit Number	Description
99.1	Press Release issued by Essex Property Trust, Inc. dated January 08, 2004.

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.

By: /s/ Michael J. Schall
Michael J. Schall
Chief Financial Officer

Date: January 09, 2004

EXHIBIT INDEX

Exhibit Number	Description
99.1  * PDF	Press Release issued by Essex Property Trust, Inc. dated January 08, 2004.

*    Also provided in PDF format as a courtesy.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

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

Essex Restructures Its Series B and Series D Preferred Units

Palo Alto, California - January 08, 2003 - Essex Property Trust, Inc., (NYSE:ESS) a real estate investment trust (REIT) with apartment communities located in targeted West Coast markets, announced today that the Company has restructured its previously issued $50 million, 9.30% Series D Cumulative Redeemable Preferred Units ("Series D Units"), and its previously issued $80 million, 7.875% Series B Cumulative Redeemable Preferred Units ("Series B Units").

The existing distribution rate of 9.30% for the Series D Units will continue until July 27, 2004 - the end of the current non-call period. On July 28, 2004, the distribution rate on the Series D Units will be reduced to 7.875%. The date that the Series D Units can first be redeemed at the Company's option will be extended by six years to July 28, 2010. The date that the Series B Units can first be redeemed at the Company's option will be extended from February 6, 2003 to December 31, 2009.

Commenting on the transaction, Michael J. Schall, Senior Executive Vice President and Chief Financial Officer stated, "With today's favorable interest rate environment, lowering the Company's cost of equity capital represents one of its strategic objectives for 2004. Essex's goal in restructuring these units is to reduce the distribution rate on the Company's Series D Units consistent with today's favorable rate environment, thereby generating significant savings in future years, and creating long-term value for the shareholders of the Company."

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 121 multifamily properties (26,012 units), and has 1,056 units in various stages of development.

Additional information about Essex, and copies of the prospectus and the prospectus supplement, can be found on the Company's web site at www.essexpropertytrust.com. If you would like to receive future press releases via e-mail-please send a request to investors@essexpropertytrust.com.

The statements which are not historical facts contained in this release such as the Company's beliefs and expectations regarding the Company's financing transactions, including the timing of redemptions of securities, are forward looking statements that involve risks and uncertainties but not limited to, change in the Company's strategy, the effect of changes in economic conditions, the effect of changes in interest rates and the demand for the Company's securities, the impact of competition and competitive pricing, the results of financing efforts, and other risks detailed in the Company's Securities and Exchange Commission filings. All forward-looking statements and reasons why results may differ included in this press release are made as of the date hereof, and we assume no obligation to update any such forward-looking statement or reason why actual results may differ.

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