8-KOther EventsExhibits & Filings

ESSEX PROPERTY TRUST, INC. 8-K Report, Corporate Update (Aug 1, 2006)

Filed August 1, 2006For Securities:ESS

Summary

This 8-K filing by Essex Property Trust, Inc. (ESS) on August 1, 2006, primarily concerns an amendment to the partnership agreement of its operating partnership, Essex Portfolio, L.P. The amendment was made in connection with Essex's issuance of its 4.875% Series G Cumulative Convertible Preferred Stock. The key outcome is that the operating partnership's distribution payments to Essex will now mirror the dividend payments Essex makes on this new Series G Preferred Stock.

Key Highlights

  • 1Essex Property Trust, Inc. amended its partnership agreement for Essex Portfolio, L.P. on July 26, 2006.
  • 2The amendment aligns distribution payments from the operating partnership to the parent company with dividend payments on newly issued preferred stock.
  • 3This action is directly linked to the issuance of Essex's 4.875% Series G Cumulative Convertible Preferred Stock.
  • 4The amendment ensures a consistent flow of funds to cover dividend obligations on the Series G Preferred Stock.
  • 5The filing includes the Twelfth Amendment to the First Amended and Restated Agreement of Limited Partnership as an exhibit.
  • 6Michael T. Dance, EVP & CFO, signed the report for both Essex Property Trust, Inc. and Essex Portfolio, L.P.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report an amendment to the partnership agreement of Essex Property Trust, Inc.'s operating partnership, Essex Portfolio, L.P. This amendment is to ensure that distributions from the operating partnership to the parent company align with the dividend payments made on Essex's newly issued Series G Cumulative Convertible Preferred Stock.

The amendment ensures that the distribution payments made by Essex Portfolio, L.P. to Essex Property Trust, Inc. will mirror the dividend payments that Essex Property Trust, Inc. is obligated to make on its 4.875% Series G Cumulative Convertible Preferred Stock. This provides a mechanism to fund the preferred stock dividends.

The Series G Cumulative Convertible Preferred Stock is a new class of preferred stock issued by Essex Property Trust, Inc. The amendment to the partnership agreement is directly related to the financial obligations associated with this new preferred stock issuance, specifically its dividend payments.