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 5, 2006

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:

  o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)  

  o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

        (17 CFR 240.14d-2(b))

  o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

        (17 CFR 240.13e-4(c)

Item 8.01 Other Events 

On February 5, 2006, we announced in a press release that Oriole Partnership LLC, a joint venture investment vehicle formed among Essex Property Trust, Inc. (NYSE: ESS), UBS Wealth Management - North American Property Fund Limited, and AEW Oriole Co-Investment, LLC, has improved its definitive offer to acquire all the outstanding common shares of The Town and Country Trust (NYSE: TCT) to $38.50 per TCT share in an all cash transaction that is not subject to any financing contingency. 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 9.01 Financial Statements and Exhibits

(a) - (b) Not applicable.

(c) Exhibits.

Exhibit Number	Description
99.1	Press release issued by Essex Property Trust, Inc., dated February 5, 2006

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 6, 2006
	Essex Property Trust, Inc.
	By: /s/ Michael T. Dance
	Michael T. Dance                     Executive Vice President & Chief Financial Officer

EX-99.1

Exhibit 99.1

ORIOLE PARTNERSHIP LLC IMPROVES OFFER TO ACQUIRE THE

TOWN AND COUNTRY TRUST TO $38.50 PER SHARE AND IS DEEMED SUPERIOR

PALO ALTO, CA - February 5, 2006 - Oriole Partnership LLC, a joint venture investment vehicle formed among Essex Property Trust, Inc. (NYSE: ESS), UBS Wealth Management - North American Property Fund Limited, and AEW Oriole Co-Investment, LLC, has improved its definitive offer to acquire all the outstanding common shares of The Town and Country Trust (NYSE: TCT) to $38.50 per TCT share. The Town and Country Trust has announced that its Board of Trustees has determined that Oriole Partnership’s offer is a superior transaction to the merger contemplated by TCT's merger agreement with Magazine Acquisition GP LLC, Magazine Acquisition LP and Magazine Acquisition LLC.

Oriole Partnership’s revised offer will remain open for acceptance by TCT until 10:00 a.m. on Thursday, February 9, 2006. Magazine Acquisition has three business days, or until 11:59 p.m. on Wednesday, February 8, 2006, to match Oriole Partnership's offer before TCT's Board of Trustees can change its recommendation with respect to the Magazine Acquisition transaction or terminate the merger agreement with Magazine Acquisition to enter into an agreement with Oriole Partnership relating to its revised definitive offer.

Under the revised offer, Oriole Partnership will acquire all of TCT’s common shares for $38.50 in cash, plus a pro-rata payment in respect of TCT’s regularly issued $0.43 quarterly dividend. Holders of the outstanding limited partnership units in TCT’s operating partnership will also be entitled to receive $38.50 per unit in cash and the pro-rata dividend amount. Oriole Partnership’s revised offer is subject to the satisfaction of customary closing conditions and the approval of two-thirds of TCT’s common shareholders.

There is no assurance that TCT will accept Oriole Partnership’s offer, or even if TCT does accept, whether the proposed transaction underlying the offer will be consummated. If the offer is accepted by TCT, it is anticipated that the proposed transaction will close in the first quarter of 2006.

None of Oriole Partnership or its members are permitted at this time to disclose any further information regarding its proposal to acquire TCT or any related subjects.

Banc of America Securities LLC and UBS Investment Bank are acting as financial advisors to Oriole Partnership and Willkie Farr & Gallagher LLP is acting as legal counsel.

Essex Property Trust, Inc. (NYSE: ESS) located in Palo Alto, California, is a fully integrated real estate investment trust (REIT) that acquires, develops, redevelops, and manages apartment communities. Essex currently has ownership interests in 127 multifamily properties (26,800 units), and has 505 units in various stages of development. Additional information about Essex can be found on Essex’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.

UBS Wealth Management - North American Property Fund Limited (NAPF), a subsidiary of The UBS Wealth Management Global Property Fund Limited (GPF), is an investment fund focused on real estate investments in North America.

AEW Oriole Co-Investment, LLC was formed by AEW Capital Management, L.P. (“AEW”) to facilitate its investment in Oriole Partnership. AEW is acting as investment advisor to UBS Wealth Management - North American Property Fund Limited in connection with the proposed transaction. AEW is a full-service real estate investment advisor whose origins date back to 1981. AEW offers a broad range of strategies for investors with a variety of return objectives and its services encompass all aspects of acquiring, managing and disposing of real estate assets. AEW’s clients include public and private pension plans, endowments, foundations and high net worth individuals. AEW and its affiliates currently manage over $20 billion of client capital invested in real estate properties and securities in the U.S. and Europe. Essex and AEW have a long standing relationship - having partnered on real estate transactions in the past.

This press release contains “forward-looking statements,” including, among other statements, statements regarding the proposed business combination between Oriole Partnership and The Town and Country Trust, and the anticipated consequences and benefits of such transaction. Statements made in the future tense, and words such as “anticipate”, “expect”, “project”, “believe”, “plan”, “estimate”, “intend”, “will”, “may” and similar expressions are intended to identify forward looking statements. These statements are based on current expectations, but are subject to certain risks and uncertainties, many of which are difficult to predict and are beyond the control of Oriole Partnership. Relevant risks and uncertainties include: general industry conditions and competition; economic conditions, such as interest rate and currency exchange rate fluctuations; and market demand for rental units. Risks and uncertainties relating to the proposed transaction include: Oriole Partnership and The Town and Country Trust may not enter into any definitive agreement with respect to the proposed transaction; required regulatory approvals may not be obtained in a timely manner, if at all; the proposed transaction may not be consummated; and the anticipated benefits of the proposed transaction may not be realized. These risks and uncertainties could cause actual results to differ materially from those expressed in or implied by the forward-looking statements, and therefore should be carefully considered. Oriole Partnership assumes no obligation to update any forward-looking statements as a result of new information or future events or developments.

This material is not a substitute for the proxy statement and any other documents The Town and Country Trust would file with the SEC if a definitive agreement with the Oriole Partnership is executed. Investors and securityholders are urged to read such prospectus/proxy statement and any other such documents, when available, which would contain important information about the proposed transaction. The prospectus/proxy statement would be, and other documents filed or to be filed by The Town and Country Trust with the SEC are or will be, available free of charge at the SEC’s website (www.sec.gov).