Form 8-K
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): May 4, 2007
ESSEX
PROPERTY TRUST, INC.
(Exact
name of registrant as specified in its charter)
001-13106
(Commission
File Number)
Maryland 77-0369576
(State
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 a Material Definitive Agreement
On
May
3,
2007, Essex Property Trust, Inc. (the “Company”) entered into an underwriting
agreement (the “Underwriting Agreement”) with UBS Securities, LLC (the
“Underwriter”), relating to the sale of 1,500,000 shares of Common Stock and the
granting of an over-allotment option for an additional 225,000 shares of Common
Stock to the Underwriter solely to fulfill over-allotments. The Common Stock
offering is expected to close on May 9, 2007.
The
offer and sale of
the shares of Common Stock are registered with the Commission pursuant to a
Registration Statement on Form S-3 No. 333-141726, filed by the Company on
March
30, 2007.
The
Underwriter
has
from
time to time provided investment banking, commercial banking and financial
advisory services to the Company and its affiliates, for which they have
received customary compensation. The Underwriter may provide similar services
in
the future. In addition, from time to time, the Underwriter may effect
transactions for its own account or the account of customers, and hold on behalf
of it or its customers, long or short positions in the Company’s debt or equity
securities or loans, and may do so in the future.
The
foregoing
description of the Underwriting Agreement is qualified in its entirety by
reference to such Underwriting Agreement, a copy of which is filed herewith
as
Exhibit 1.1 and is incorporated herein by reference.
Item
8.01. Other Events
On
May 4,
2007
the Company issued a press release announcing a public offering of up to
1,500,000 shares of its Common Stock at a public offering price of $128.65
per
share, and the granting of an over-allotment option to purchase up to an
additional 225,000 shares of the Common Stock from the Company by the thirtieth
day following the date of the Prospectus Supplement. The Company’s press release
is attached hereto as Exhibit 99.1.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
1.1
Underwriting
Agreement, dated May 3, 2007, between the Company and the
Underwriter.
99.1 Press
Release, dated May 4, 2007 issued by the Company.
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.
/s/
Michael T. Dance
Name:
Michael
T. Dance
Title:
Executive
Vice President & Chief Financial Officer
Date:
May
4, 2007