-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V8AbEcIas3mvNgy2Dw2wurFEKK86YCGWmc5YlmvqYTKo15kpjVErUv9y3gMa45nO MvKFe3OrWY2rojNBdQ7dag== 0001140361-08-026576.txt : 20081125 0001140361-08-026576.hdr.sgml : 20081125 20081125143330 ACCESSION NUMBER: 0001140361-08-026576 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20081121 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20081125 DATE AS OF CHANGE: 20081125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ESSEX PROPERTY TRUST INC CENTRAL INDEX KEY: 0000920522 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 770369576 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13106 FILM NUMBER: 081213352 BUSINESS ADDRESS: STREET 1: 925 EAST MEADOW DR CITY: PALO ALTO STATE: CA ZIP: 94303 BUSINESS PHONE: 6504943700 MAIL ADDRESS: STREET 1: 925 EAST MEADOW DRIVE CITY: PALO ALTO STATE: CA ZIP: 94303 8-K 1 form8k.htm ESSEX PROPERTY TRUST 8-K 11-21-2008 form8k.htm
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):  November 25, 2008 (November 21, 2008)


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)
 
 
 

On November 21, 2008, pursuant to an agreement signed and completed on that date, the holders of the 2,000,000 authorized and outstanding 7.875% Series D Cumulative Redeemable Preferred Units of Essex Portfolio,  L. P. exchanged those Units for 363,000 shares of Common Stock of Essex Property Trust, Inc. and $10 million plus accrued unpaid dividends.  The offer and sale of the 363,000 shares was not registered under the Securities Act of 1933, as amended, in reliance upon the exemption from registration provided by Section 4(2) of that Act for a transaction not involving a public offering and upon Rule 506 of Regulation D under that Act.  Each investor represented in writing that it is an “accredited investor” as defined in Regulation D, and no general solicitation occurred in this privately negotiated transaction with institutional investors.

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.

 Dated:  November 25, 2008
ESSEX PROPERTY TRUST, INC.
     
 
By:
  
/s/ Michael T. Dance
     
Michael T. Dance
     
Senior Executive Vice President & Chief Financial Officer


 
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