UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 17, 2002
Essex Portfolio, L.P.
(Exact name of registrant as specified in its charter)
Commission file number 333-44467-01
| Maryland | 77-0369575 |
| (State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification Number) |
925 East Meadow Drive
Palo Alto, California 94303
(Address of principal executive offices including zip code)
(650) 494-3700
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Essex Portfolio, L.P., a California limited partnership (the "Operating Partnership") effectively holds the assets and liabilities and conducts the operating activities of Essex Property Trust, Inc. ("Essex" or the "Company"). Essex Property Trust, Inc., a real estate investment trust incorporated in the State of Maryland, is the sole general partner of the Operating Partnership.
This Form 8-K/A hereby amends Item 7 of the Form 8-K, dated December 23, 2002, of Essex Portfolio, L.P., to provide the financial information required in connection with the merger of John M. Sachs, Inc., into a subsidiary of Essex. The following financial statements required by such Item 7 are filed as part of this report:
| Item 7. Financial Statements and Exhibits. | Page No. |
| | |
| (a)Financial Statements Under Rule 3-14 of Regulation S-X | |
| | |
| The Sachs Portfolio |
| | |
Independent Auditors' Report
| 1 |
| | |
Combined Statement of Revenue and Certain Expenses
for the year ended December 31, 2001 | 2 |
| | |
| Notes to Combined Statement of Revenue and Certain Expenses | 3 |
| | |
Combined Statement of Estimated Taxable Operating Results and
Estimated Cash to be Made Available by Operations (unaudited) | 5 |
| | |
| (b)Pro Forma Condensed Consolidated Financial Statments | 6 |
| | |
Pro Forma Condensed Consolidated Balance Sheet
as of September 30, 2002 (unaudited) | 7 |
| | |
Pro Forma Condensed Consolidated Statement of Operations
for the nine months ended September 30, 2002 (unaudited) | 8 |
| | |
Pro Forma Condensed Consolidated Statements of Operations
for the year ended December 31, 2001 (unaudited) | 9 |
| | |
| Notes to the Pro Forma Condensed Consolidated Financial Statements | 10 |
| | |
Combining Schedule of Revenue and Certain Expenses of the Acquisition
Properties for the nine months ended September 30, 2002 (unaudited) | 11 |
| | |
Combining Schedule of Revenue and Certain Expenses of the Acquisition
Properties for the year ended December 31, 2001 (unaudited) | 12 |
| | |
| (c)Exhibit and Exhibit Index |
Exhibit
Number | Description |
23.1 | Consent of KPMG LLP. |
2.1* | Agreement and Plan of Reorganization by and among Essex, Merger Sub, Sachs, the Sachs Shareholders and John M. Sachs, dated December 17, 2002, attached as Exhibit 2.1 to the Company's Current Report on Form 8-K, dated December 23, 2002, and incorporated herein by reference. Certain exhibits and schedules referenced in the Merger Agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted exhibit or schedule will be furnished supplementally to the Securities and Exchange Commission upon request. |
10.1* | Registration Rights Agreement by and among Essex and the Sachs shareholders, dated December 17, 2002, attached as Exhibit 10.1 to the Company's Current Report on Form 8-K, dated December 20, 2002, and incorporated herein by reference. |
99.1 | Press release dated December 17, 2002, announcing the Merger (incorporated by reference to exhibit 99.2 to Essex's Form 8-K, dated December 19, 2002). |
*Incorporated by reference to exhibits in the Company's Current Report on Form 8-K, filed on December 23, 2002.
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 therunto duly authorized.
Date: February 19, 2003
| |
| |
|
| | Mark J. Mikl |
| | Vice President and Controller |
EXHIBIT INDEX
Exhibit
Number | Description |
Exhibit 23.1 | Consent of KPMG LLP. |
