UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
Form
12b-25
Commission
File Number: 001-13106
NOTIFICATION
OF LATE FILING
(Check
One): [X] Form 10-K [_] Form 11-K [_] Form 20-F [_] Form 10-Q
[_] Form
N-SAR
For
Period Ended: December
31, 2004
[ ]
Transition Report on Form 10-K [ ] Transition Report on From 10-Q
[ ]
Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ]
Transition Report on Form 11-K
For the
Transition Period Ended: _____________
Nothing
in this form shall be construed to imply that the Commission has verified any
information contained herein.
If the
notification relates to a portion of the filing checked above, identify the
item(s) to which the notification relates:
PART
I
REGISTRANT
INFORMATION
Full name
of registrant: ESSEX
PROPERTY TRUST, INC.
Former
name if applicable: N/A
Address
of principal executive office: 925
East Meadow Drive
City,
state and zip code: Palo
Alto, CA 94303
PART
II
RULE
12b-25 (b) AND (c)
If the
subject report could not be filed without unreasonable effort or expense and the
registrant seeks relief pursuant to Rule 12b-25(b), the following should be
completed. (Check box if appropriate.)
[X] (a)
The reasons described in reasonable detail in Part III of this form could not be
eliminated without unreasonable effort or expense;
[X] (b)
The subject annual report, semi-annual report, transition report on Form 10-K,
20-F, 11-K, Form N-SAR or Form B-CSR, or portion thereof will be filed on or
before the 15th calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q, or portion thereof will be
filed on or before the fifth calendar day following the prescribed due date;
and
[ ] (c)
The accountant's statement or other exhibit required by Rule 12b- 25(c) has been
attached if applicable.
PART
III
NARRATIVE
State
below in reasonable detail why Forms 10-K, 11-K, 20-F, 10-Q, N-SAR or N-CSR or
the transition report portion thereof, could not be filed within the prescribed
time period. (Attach extra sheets if needed.)
The
Registrant has experienced delays in the preparation of its financial statements
and related disclosures. These delays have been due to a number of factors,
including issues arising from the restatement of prior years’ financial
statements due to the retroactive adoption of Financial Accounting Standards
Board Interpretation No. 46 (Revised December 2003) (FIN 46R) and the time and
effort of the Registrant’s management and accounting staff in addressing matters
related to management’s report on internal control over financing reporting. As
a result of these and other factors, the Registrant is unable, without
unreasonable effort or expense, to complete and file its Annual Report on Form
10-K for the fiscal year ended December 31, 2004 (the "Annual Report") by March
16, 2005, the prescribed deadline for filing.
PART
IV
OTHER
INFORMATION
(1) Name
and telephone number of person to contact in regard to this
notification:
|
Michael
J. Schall
|
(650)
|
494-3700
|
|
(Name)
|
(Area
Code)
|
(Telephone
Number)
|
(2) Have
all other periodic reports required under Section 13 of 15(d) of the Securities
Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during
the preceding 12 months or for such shorter period that the registrant was
required to file such report(s) been filed? If the answer is no, identify
report(s).
[X] Yes [
] No
(3) Is it
anticipated that any significant change in results of operations from the
corresponding period for the last fiscal year will be reflected by the earnings
statements to be included in the subject report or portion thereof?
[X] Yes [
] No
If so,
attach an explanation of the anticipated change, both narratively and
quantitatively and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
For the
quarter ended December 31, 2004, the Registrant will report that net income
available to common stockholders was $32.0 million, or $1.38 per diluted share,
compared to net income available to common stockholders of $5.8 million, or
$0.25 per diluted share, for the quarter ended December 31, 2003. For the year
ended December 31, 2004, net income available to common stockholders totaled
$77.7 million, or $3.36 per diluted share, as compared to net income available
to common stockholders of $33.9 million, or $1.57 per diluted share for the year
ended December 31, 2003.
The
Registrant’s results for the quarter ended December 31, 2004, include the
following non-recurring items:
-- The
Registrant’s equity method share of gains resulting from the sale of seven Fund
I multifamily properties, combined with the sale of its 49.9 percent direct
ownership interest in Coronado at Newport North, totaled $25.2 million. In
addition, the Registrant’s equity method share of a non-cash loss related to the
write-off of unamortized loan fees on the properties that were sold totaled
$335,000.
-- A
promote distribution in the amount of $3.8 million resulting from the incentive
income allocation provisions of the Fund I agreement.
-- A
reserve for employee-related litigation costs in the amount of approximately
$500,000.
ESSEX
PROPERTY TRUST, INC.
(Name
of Registrant as Specified in Charter)
Has
caused this notification to be signed on its behalf by the undersigned thereunto
duly authorized.
Date:
March 16, 2005
By:
/s/
Michael J. Schall
Michael
J. Schall
Senior
Executive Vice President, Director and Chief Operating Officer
(Authorized
Officer and Principal Financial Officer)