8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): February 14, 2005

ESSEX PROPERTY TRUST, INC.

(Exact Name of Registrant as Specified in its Charter)

001-13106

(Commission File Number)

Maryland	77-0369576
(State or Other Jurisdiction 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 Material Definitive Agreement

On February 14, 2005, Essex Property Trust, Inc. (the “Company”) announced the appointment, effective as of February 15, 2004, of Mr. Michael T. Dance as the Company’s Executive Vice President and Chief Financial Officer. The principal terms of Mr. Dance’s employment are described in the Company’s offer letter to him. Pursuant to the terms of that letter, Mr. Dance will receive a base salary of $200,000 and targeted incentive compensation of $200,000, payable upon his first anniversary with the Company. The exact amount of the incentive compensation will be based on subjective and objective criteria, and, for the first year, it will not be less than $175,000 nor greater than $225,000. As soon as practicable following his first day of employment, Mr. Dance will also be granted (i) options to acquir e 15,000 shares of his Company’s common stock at its market price on the date of grant and (ii) 15,000 Series Z-1 Incentive Units in Essex Portfolio, L.P. (the “Operating Partnership”), as to which the Company is the general partner. The Series Z-1 Incentive Units will be issued to Mr. Dance for a purchase price of $1.00 per unit.

Exhibit 10.1 is hereby incorporated by reference into this item 1.01.

Item 5.02.  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

Michael Schall has accepted appointment as Senior Executive Vice President and Chief Operating Officer. Mr. Schall will continue to serve as a Director on the Company’s Board of Directors.

Prior to this appointment, Mr. Schall was the Senior Executive Vice President and Chief Financial Officer of the Company and was responsible for the overall management of the Company’s financial and administrative matters, including leverage management, liquidity, capital alternatives, financial analysis and external reporting. He joined The Marcus & Millichap Company in 1986. He was also the Chief Financial Officer of the Company’s predecessor, Essex Property Corporation, in which capacity he was responsible for the financial management of multiple investment and development entities, and a variety of corporate finance relationships. From 1982 to 1986, Mr. Schall was the Director of Finance for Churchill International, a tec hnology-oriented venture capital company. From 1979 to 1982, Mr. Schall was employed in the audit department of Ernst & Whinney, where he specialized in the real estate and financial services industries. In 1979, Mr. Schall received his Bachelor of Science degree from the University of San Francisco. Mr. Schall is a certified public accountant and a member of the American Institute of Certified Public Accountants.

Mr. Schall is not related to any other director or executive officer of the Company.  He is 47 years old and does not serve on the board of directors of any other companies. There is no pre-existing arrangement or understanding which required that Mr. Schall be selected as Senior Executive Vice President and Chief Operating Officer.

Mr. Schall’s transactions with Essex as defined in Section 404(a) of Regulation S-K, since January 1, 2004, are as follows. In 2004, Essex granted Series Z-1 Incentive Units to Mr. Schall. This grant of Series Z-1 Incentive Units is described in further detail under the caption "Certain Relationships and Related Transactions" in Essex's definitive proxy statement for its 2004 annual meeting, which was filed with the Securities and Exchange Commission on April 8, 2004.  The disclosure set forth under the caption "Certain Relationships and Related Transactions" of such 2004 proxy statement is hereby incorporated by reference.

Michael Dance has accepted appointment as Executive Vice President and Chief Financial Officer, effective February 15, 2005. In Mr. Dance’s new capacity, he will report to Mr. Schall, and will oversee all accounting and finance related functions for the Company. He will not serve on the Company’s Board of Directors.

Since September 2002, Mr. Dance has owned and operateda private consultancy practice that provided audits and SOX compliance consultation and litigation support. In addition, since the fall semester of 2002, Mr. Dance has been an adjunct Professor for the University of California at Berkeley, HAAS School of Business and in July 2004 he was named the Executive Director at the Center for Financial Reporting and Management at the University of California at Berkeley, HAAS School of Business. Michael Dance began his career at KPMG LLP in 1978 and, from 1990 to 2002, was a partner with KPMG LLP, where he worked with clients in the real estate, construction , health care and technology industries. He graduated from California State University, Hayward with a B.A. in Economics and has been an active California CPA since 1980. Dance is a member of the AICPA and California State Society of CPAs.

Mr. Dance is not related to any other director or executive officer of the Company and has no relationships or transactions with the Company outside the context of his employment.  Mr. Dance is 48 years old and does not serve on the board of directors of any other companies.  There is no pre-existing arrangement or understanding which required that Mr. Dance be selected as Executive Vice President and Chief Financial Officer.

Mark Mikl has accepted appointment as First Vice President of Asset Management and will no longer be the Company’s Treasurer and Controller.

The description of Mr. Dance’s offer letter set forth in item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in this Item 5.02.

The full text of the press release announcing the appointments of these new officers is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

Exhibit Number	Description
10.1	Offer letter between Essex Property Trust, Inc. and Mr. Dance.
99.1	Press release, dated February 14, 2005, announcing appointments of new officers.

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 hereunto duly authorized.

Date: February 14, 2005
	Essex Property Trust, Inc.
	By: /s/ Michael J. Schall
		Michael J. Schall
		Senior Executive Vice President & Chief Operating Officer

EXHIBIT INDEX

Exhibit Number	Description
10.1      *PDF	Offer letter between Essex Property Trust, Inc. and Mr. Dance.
99.1      *PDF	Press release, dated February 14, 2005, announcing appointments of new officers.
* Also provided in PDF format

EX-10.1

January 14, 2005      Personal and Confidential

Mr. Michael T. Dance    

Dear Michael,

I am pleased to offer you the position of Executive Vice President and Chief Financial Officer of Essex Property Trust, Inc. In this capacity you will report directly to me, but will also have substantial interaction with Keith Guericke, the Board of Directors, and other executives. As the Chief Financial Officer, you will be primarily responsible for several important functions of the Company, including accounting, financial reporting, debt and equity financings, balance sheet management, investor relations, and other areas that we will discuss. Along with other senior executives, you will establish the strategic direction of the Company, will manage the execution of its business plan, and will be responsible for its results.

This letter sets forth the principal terms and benefits of your employment with the Company.

1.   You will receive a base salary of $16,666.67 per month, which is equal to $200,000 per year.

2.   Your targeted incentive compensation will be $200,000, payable upon your first anniversary with the Company. You must be an employee of the Company upon your first anniversary date to be eligible to receive any incentive compensation. In general, your incentive compensation will be based on both objective and subjective factors dealing with your individual performance and the results of the Company, as evaluated by the Compensation Committee of the Board, the Chief Executive Officer and me. For your first year, we agree that your actual incentive compensation, assuming that you are employed by the Company on your first anniversary date, will not be less than $175,000 and not greater than $225,000.

3.   As soon as practicable following your hire date, you will be granted an option to acquire 10,000 shares of Essex Property Trust, Inc. common stock at its market price on the date of grant. Such options will be issued pursuant to the Company’s stock option plan.

4.   As soon as practicable following your hire date, you will be issued 15,000 Series Z-1 Incentive Units, for a purchase price, payable in cash on the issuance date, of $1.00 per unit.

2.   We understand that you are committed to lecture part-time at UC Berkeley during this semester. We will work together to develop a transition plan that is mutually agreeable and, upon completion, will each approve that plan and attach it as an exhibit to this letter. When that occurs, it will be considered part of this offer letter.

3.   As a condition to accepting this offer, you must eliminate all potential financial and/or professional conflicts that result from your prior association with KPMG. Your acceptance of this offer acknowledges to the Company that any potential financial and/or professional conflicts have been eliminated to the satisfaction of you and KPMG, such that your employment with Essex will not disqualify KPMG from auditing the Company’s financial statements.

4.   You will be entitled to four weeks annual vacation (which shall accrue on a monthly basis), which is greater than the vacation typically provided to new employees in the policy manual. In future years, the level of vacation benefit will be the greater of four weeks per year or the amount specified in the policy manual for the applicable years of service. You will be eligible for the other benefits available pursuant to Company policy. Principal among these benefits is health insurance, dental insurance, life insurance and the Company’s 401(K) Plan. You are eligible to participate in the 401(K) Plan on the first enrollment date following completion of six month’s employment. You will be eligible for health, dental and life insurance on the first of the month following your hire date. Human Resources will provide you with information concerning your contribution to the cost of these plans in the new hire packet, or upon your request.

5.   You will be eligible to have the Company lease an automobile for your use, in accordance with its Automobile Program. Please see Exhibit A hereto for a summary of that program.

Your employment will be subject to the Company’s policies and procedures. To the extent that such policies and procedures conflict with the terms indicated above, the terms in this letter shall prevail. All offers of employment are contingent upon the satisfactory completion of a background check and your signing the Company’s Arbitration Agreement. It is also conditioned upon your providing verification of your eligibility for employment in the United States, which meets the requirements of the U.S. Department of Justice. You will be an at-will employee of the Company, which means the employment relationship is voluntarily entered into by mutual consent of the employee and employer, is not for a specified period of time and can be terminated by either the employee or the Company for any reason or at any time, w ith or without cause. The at-will nature of the employment relationship may not be altered or modified by the conduct of the parties or by implication; it may be changed only by a written agreement signed by you and the President of the Company.

We at Essex Property Trust are very pleased to have you join our team. We believe in respect for all individuals and that our people are key to quality service and the success of our Company.

Please indicate your acceptance in the space below. A copy of this letter is included for your records. I look forward to working with you.

Sincerely,

Michael J. Schall

Chief Financial Officer

Acceptance: _____________________

Date:           _____________________      

EX-99.1

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

Essex Announces Changes to Senior Management Team

and Appointment of Chief Financial Officer

Palo Alto, California - February 14, 2005 - Essex Property Trust, Inc., (NYSE:ESS) a real estate investment trust (REIT) with apartment communities located in targeted West Coast markets, announced today that its Board of Directors has approved several changes to its senior management team.

The following management changes are effective immediately unless otherwise indicated:

·   Michael J. Schall has been appointed Senior Executive Vice President and Chief Operating Officer (COO) of the Company, after having served as Essex’s Chief Financial Officer for the last 12 years. In his new role as COO, Mr. Schall will oversee property operations, redevelopment, corporate finance, and fund management.

·   Effective February 15, 2005, Michael T. Dance will become the Company’s Executive Vice President and Chief Financial Officer (CFO). In Mr. Dance’s new capacity, he will report to Mr. Schall, and will oversee all accounting and finance related functions for the Company. Mr. Dance is an adjunct Professor for the University of California at Berkeley, HAAS School of Business, and has consulted on SOX 404 compliance and provided litigation support. Michael Dance began his career at KPMG LLP in 1978 and, from 1990 to 2002, was a partner with KPMG LLP, where he worked with clients in the real estate, construction, health care and technology industries. He graduated from California State University, Hayward with a B.A. in Economics and has been an active California CPA since 1980. Dance is a member of the AICPA and California State Society of CPAs.

·   Mark J. Mikl has been appointed First Vice President of Asset Management, reporting to Keith R. Guericke, President and Chief Executive Officer. In Mr. Mikl’s new capacity, he will be responsible for secured debt financing, the property insurance program as well as creating various “value-added” programs. Mr. Mikl joined Essex in 1994.

·   Jo Ann Petrie has been appointed Vice President and Division Manager for all properties operated by Essex in the Northern California and Pacific Northwest regions. Ms. Petrie joined Essex in 1991.

Commenting on the senior management changes, Keith R. Guericke, President and Chief Executive Officer stated, “These changes will expand each executive’s management experience, preparing them for key roles in the Company’s future. The changes also have the effect of broadening the senior management team, making Essex a stronger and better Company. The changes are in response to the continued growth and success of the Company over its 34-year history, including the last ten years as a top performing public REIT.”

Detailed biographies for each of these executives are available upon request.

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 120 multifamily properties (25,172 units), and has 777 units in various stages of development. Additional information about Essex 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.

This press release has been filed electronically on Form 8-K with the Securities and Exchange Commission and can be accessed on the Company's Web site at www.essexpropertytrust.com. If you are unable to obtain this information via the Web, please contact Essex's Investor Relations Department at (650) 494-3700.

The statements which are not historical facts contained in this release such as the Company’s beliefs and expectations regarding the senior executives roles and future within the Company, as well as the Company’s future strength and condition as a result of these management changes , are forward looking statements that involve risks and uncertainties which could cause actual results to be different than such forward looking statements including, 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. Al l 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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