8-KShareholder MattersExhibits & Filings

ESSEX PROPERTY TRUST, INC. 8-K Report, Rights Modification (Jul 27, 2006)

Filed July 27, 2006For Securities:ESS

Summary

This Form 8-K filing from Essex Property Trust, Inc. (ESS) on July 27, 2006, primarily details the material modifications to security holder rights stemming from the company's offering of 5,200,000 shares of 4.875% Series G Cumulative Convertible Preferred Stock. This new series of preferred stock carries a fixed dividend rate of 4.875% annually on its $25.00 liquidation preference, payable quarterly. It ranks on par with the existing Series F Preferred Stock. Key features for investors include the convertible nature of the Series G Preferred Stock, allowing holders to convert into Essex common stock at an initial rate of 0.1830 shares per share (equivalent to a conversion price of approximately $136.62). The company also retains an option to force conversion under certain conditions after July 31, 2011, provided the common stock price meets specific thresholds. Voting rights for Series G holders are limited, primarily focused on protecting their liquidation preference and dividend rights.

Key Highlights

  • 1Essex Property Trust, Inc. (ESS) announced the offering of 5,200,000 shares of 4.875% Series G Cumulative Convertible Preferred Stock.
  • 2The Series G Preferred Stock has a fixed annual dividend rate of 4.875% on its $25.00 liquidation preference, payable quarterly.
  • 3Dividends on the Series G Preferred Stock are cumulative from July 26, 2006, and payable on January 31, April 30, July 31, and October 31 annually.
  • 4Holders can convert Series G Preferred Stock into Essex common stock at an initial conversion rate of 0.1830 shares of common stock per share of preferred stock (approx. $136.62 conversion price).
  • 5Essex has the option to force conversion of the Series G Preferred Stock into common stock on or after July 31, 2011, if the common stock price exceeds 130% of the conversion price for 20 out of 30 trading days.
  • 6Voting rights for Series G Preferred Stock holders are generally limited, with exceptions for actions that adversely affect their rights or for unpaid dividends.
  • 7Restrictions on ownership are in place to maintain the company's status as a Real Estate Investment Trust (REIT).

Frequently Asked Questions

This filing announces material modifications to the rights of security holders due to Essex Property Trust, Inc.'s issuance of Series G Cumulative Convertible Preferred Stock. It outlines the terms, rights, and conversion features of this new preferred stock offering.

The Series G Preferred Stock offers a fixed cumulative dividend of 4.875% per year on its $25.00 liquidation preference, payable quarterly. It is on parity with the existing Series F Preferred Stock.

Holders can convert their Series G Preferred Stock into Essex common stock at an initial conversion price of approximately $136.62 per common share. Additionally, Essex has the option to force conversion if its common stock price trades at or above 130% of the conversion price for a specified period after July 31, 2011.

Holders of the Series G Preferred Stock have limited voting rights. These rights are typically triggered if the company takes actions that would adversely affect the preferences or rights of the Series G shares, or if the company fails to pay dividends for an extended period.