U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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): March 1921, 2014

BRE PROPERTIES, INC.

(Exact name of registrant as specified in its charter)

Maryland

001-14306

94-1722214

(State or other jurisdiction

of incorporation)

(Commission

file number)

(I.R.S. employer

identification number)

525 Market Street, 4^th Floor, San Francisco, California 94105-2712

(Address of principal executive offices) (Zip code)

(415) 445-6530

(Registrant’s telephone number, including area code)

N/A

(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 (see General Instruction A.2. below):

ý	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 18.01. ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

InAs ~~connection~~previously ~~with~~disclosed, on March 7, 2014, under the ~~previously~~terms ~~announced~~of the Agreement and Plan of Merger, dated as of December 19, 2013 (the “Merger Agreement”), by and among Essex Property Trust, Inc. (“Essex”), BEX Portfolio, Inc., formerly known as Bronco Acquisition Sub, Inc. (“Merger Sub”), and BRE Properties, Inc. (“BRE”), ~~which~~ isEssex ~~expected~~delivered ~~to be merged into~~ a ~~wholly~~written ~~owned~~notice ~~subsidiary~~to ofBRE ~~Essex~~ (the “~~BRE Merger~~Notice”), ~~on March 5, 2014, Essex~~that ~~Portfolio,~~requires ~~L.P.~~BRE ~~(“EPLP”), Essex’s operating partnership, commenced exchange offers (the “Exchange Offers”)~~ to ~~exchange any and all of BRE’s outstanding 5.500% Senior Notes due March 15~~sell, ~~2017 (“Existing 2017 Notes”), 5.200% Senior Notes due March 15, 2021 (“Existing 2021 Notes”)~~ and ~~3.375% Senior Notes due January 15, 2023 (“Existing 2023 Notes,” and together with the Existing 2017 Notes and Existing 2021 Notes, the “Existing Notes”)~~ for certain ~~new~~ ~~notes~~parties todesignated ~~be issued~~ by ~~EPLP, each guaranteed by~~ Essex ~~and~~to ~~each~~purchase ~~with registration rights. Simultaneously with~~ (the ~~commencement of~~“Asset ~~the Exchange Offers~~Sale”), ~~EPLP,~~ on ~~behalf of BRE, commenced solicitations of consents (~~the ~~“Consent~~business ~~Solicitations”) from~~day ~~the~~prior ~~holders of each series of Existing Notes~~ to ~~authorize~~ the ~~removal~~effective oftime ~~substantially all~~ of the ~~restrictive and affirmative covenants~~merger, ~~the~~ ~~elimination of an event of default provision and the modification of~~ certain ~~other~~interests ~~provisions contained~~ in ~~the~~assets ~~indenture governing the Existing Notes, dated as~~ of ~~June 23, 1997 (as supplemented from time to time, the “Indenture”), between~~ BRE and ~~The~~ ~~Bank~~its ofsubsidiaries ~~New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The terms and conditions of the Consent Solicitation are~~ set forth in ~~EPLP’s~~the ~~Offering~~Notice ~~Memorandum and Consent Solicitation Statement dated March 5, 2014~~ (the ~~“Offering~~ ~~Memorandum~~“Disposition ~~and Consent Solicitation~~Assets”). ~~and~~The ~~include,~~Merger ~~among~~Agreement ~~others,~~also ~~the~~requires ~~valid~~that ~~receipt~~BRE ofmake ~~consents from the holders of at least~~ a ~~majority~~distribution ofto ~~the~~its ~~outstanding~~stockholders ~~aggregate~~in ~~principal~~an amount determined ofon ~~each~~the ~~series~~basis of ~~Existing Notes and~~ the ~~consummation~~amount of ~~the~~proceeds ~~BRE~~received ~~Merger. The~~by ~~closing of the~~ BRE ~~Merger~~in isconnection ~~not~~with ~~conditioned on~~ the ~~consummation~~Asset ~~of the Exchange Offers~~Sale.

On March 1921, 2014, ~~Essex~~BRE issued a press release announcing that as, ofpursuant ~~5:00~~to ~~p.m.~~the Merger Agreement, ~~New~~BRE’s ~~York~~board ~~City~~of ~~time,~~directors onauthorized ~~March 18,~~a ~~2014,~~conditional ~~holders~~special dividend to BRE stockholders of ~~91.40%~~record as of the ~~principal~~close ~~amount~~ of business on the ~~outstanding~~business ~~Existing 2017~~day ~~Notes,~~preceding ~~94.19%~~the effective time of the ~~principal~~merger ~~amount~~as ofa special distribution (the ~~outstanding~~“Special ~~Existing~~Dividend”) ~~2021~~in ~~Notes~~the ~~and~~amount 94of $5.~~87%~~15 per share of ~~the~~common ~~principal~~stock. ~~amount~~As ofpreviously ~~the~~disclosed ~~outstanding~~in ~~Existing~~the ~~2023~~definitive ~~Notes~~joint ~~had~~proxy ~~validly~~statement/prospectus ~~tendered~~filed ~~their~~with ~~Existing~~the ~~Notes~~Securities and ~~provided~~Exchange ~~consents~~Commission (the “SEC”) by Essex and BRE on February 14, 2014 relating to the proposed ~~amendments~~merger of BRE with and into Merger Sub pursuant to the ~~Indenture~~Merger Agreement, ~~according~~with toMerger Sub continuing as the ~~terms~~surviving corporation and a wholly owned direct subsidiary of Essex, the ~~Offering~~amounts ~~Memorandum~~distributed as ~~and~~a ~~Consent~~Special ~~Solicitation~~Dividend will reduce the cash consideration payable by Essex in the merger.

InThe ~~connection~~press ~~with~~release ~~the~~referred ~~receipt of the requisite consents~~ to ~~the~~above ~~proposed~~is ~~amendments to the Indenture, on March 19, 2014, BRE and the Trustee entered into a fourth~~filed ~~supplemental~~herewith indenture (the “Fourth Supplemental Indenture”) amending and supplementing the Indenture. The Fourth Supplemental Indenture, among other things, removes substantially all of the restrictive and affirmative covenants contained in the Indenture, eliminates an event of default contained therein and modifies certain other provisions thereof. The Fourth Supplemental Indenture will become operative if and when all of the Conditions (as ~~defined~~Exhibit in the Offering Memorandum and Consent Solicitation) have been waived or satisfied prior to the expiration date of the Exchange Offers and Merger Sub delivers an officers’ certificate to the Trustee informing the Trustee of the occurrence thereof99. ~~The Exchange Offers expire at 11:59 p.m., New York City time, on April~~ 1~~, 2014, unless extended~~.

~~The~~Item ~~foregoing~~9.01 ~~description~~Financial ofStatements ~~the Fourth Supplemental Indenture is qualified in its entirety by reference to the complete terms~~ and ~~conditions of the Fourth Supplemental Indenture, which is attached hereto as Exhibit 4~~Exhibits.~~1, and incorporated by reference herein.~~

~~Item~~(d) ~~3.03. Material Modification to Rights of Security Holders.~~Exhibits

The disclosure under Item 1.01 of this report is also responsive to Item 3.03 of this report and is incorporated herein by reference.

Exhibit No.	Description
99.1	Press release entitled “BRE Properties Announces Special Dividend” dated March 21, 2014.

~~Item~~Additional ~~5.07.~~Information ~~Submission~~and ofWhere ~~Matters~~ to aFind ~~Vote of Security Holders.~~It

~~The~~In ~~disclosure~~connection ~~under~~with ~~Item~~the 1proposed merger of BRE with and into BEX Portfolio, Inc.01 (formerly known as Bronco Acquisition Sub, Inc.), a direct wholly owned subsidiary of Essex, ~~this~~Essex ~~report~~has isfiled ~~also~~with ~~responsive~~the SEC a Registration Statement on Form S-4 (File No. 333-193620) and Essex and BRE have filed with the SEC a definitive joint proxy statement/prospectus sent to ~~Item~~the 5security holders of Essex and BRE on or about February 18, 2014 seeking their approval of the proposed merger.07 Essex and BRE will file other relevant documents with the SEC. INVESTORS AND SECURITY HOLDERS OF ESSEX AND BRE ARE URGED TO CAREFULLY READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS DATED FEBRUARY 14, 2014, WHICH WAS SENT TO SECURITY HOLDERS OF ESSEX AND BRE ON OR ABOUT FEBRUARY 18, 2014 (INCLUDING ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC), AS THEY CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of ~~this~~the ~~report~~definitive joint proxy statement/prospectus and isother ~~incorporated~~relevant ~~herein~~documents filed by ~~reference~~Essex and BRE with the SEC at the SEC’s website at www.sec.gov. Copies of the documents filed by Essex with the SEC are available free of charge on Essex’s website at www.essexpropertytrust.com or by contacting Essex Investor Relations at 650-494-3700. Copies of the documents filed by BRE with the SEC are available free of charge on BRE’s website at www.breproperties.com or by contacting BRE Investor Relations at 415-445-3745. Essex and BRE and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. You can find information about Essex’s executive officers and directors in Essex’s definitive proxy statement filed with the SEC on April 1, 2013. You can find information about BRE’s executive officers and directors in BRE’s definitive proxy statement filed with the SEC on March 11, 2013. Additional information regarding the interests of such potential participants are included in the definitive joint proxy statement/prospectus and other relevant documents filed with the SEC. You may obtain free copies of these documents from Essex or BRE using the sources indicated above. This Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

~~Item 9.01. Financial Statements and Exhibits.~~2

Exhibit No.	Description
Exhibit 4.1	Fourth Supplemental Indenture (with respect to the 5.500% Senior Notes due March 15, 2017, 5.200% Senior Notes due March 15, 2021 and 3.375% Senior Notes due January 15, 2023 of BRE Properties, Inc.), dated as of March 19, 2014, between BRE Properties, Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee.

Forward Looking Statements

~~Additional~~This ~~Information~~Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and ~~Where~~Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements which are based on current expectations, estimates and projections about the industry and markets in which Essex and BRE operate and beliefs of and assumptions made by Essex management and BRE management, involve uncertainties that could significantly affect the financial results of Essex or BRE or the combined company. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words and similar expressions are intended to ~~Find~~identify Itsuch forward-looking statements, which generally are not historical in nature. Such forward-looking statements include, but are not limited to, statements about the anticipated benefits of the business combination transaction involving Essex and BRE, including future financial and operating results, and the combined company’s plans, objectives, expectations and intentions. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future – including statements relating to expected synergies, improved liquidity and balance sheet strength – are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Some of the factors that may affect outcomes and results include, but are not limited to: (i) national, regional and local economic climates, (ii) changes in financial markets and interest rates, or to the business or financial condition of BRE or its business, (iii) changes in market demand for rental apartment homes and competitive pricing, (iv) risks associated with acquisitions, including the proposed merger with Essex, (v) maintenance of real estate investment trust (“REIT”) status, (vi) availability of financing and capital, (vii) risks associated with achieving expected revenue synergies or cost savings, (viii) risks associated with the companies’ ability to consummate the merger on the terms described or at all and the timing of the closing of the merger, and (ix) those additional risks and factors discussed in reports filed with the SEC by Essex and BRE from time to time, including those discussed under the heading “Risk Factors” in their respective most recently filed reports on Forms 10-K and 10-Q. BRE does not undertake any duty to update any forward-looking statements appearing in this Form 8-K.

In connection with the proposed BRE Merger, Essex has filed with the Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4 (File No. 333-193620) and Essex and BRE have filed with the SEC a definitive joint proxy statement/prospectus sent to the security holders of Essex and BRE on or about February 18, 2014 seeking their approval of the proposed BRE merger. Essex and BRE will file other relevant documents with the SEC. INVESTORS AND SECURITY HOLDERS OF ESSEX AND BRE ARE URGED TO CAREFULLY READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS DATED FEBRUARY 14, 2014, WHICH WAS SENT TO SECURITY HOLDERS OF ESSEX AND BRE ON OR ABOUT FEBRUARY 18, 2014 (INCLUDING ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC), AS THEY CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the definitive joint proxy statement/prospectus and other relevant documents filed by Essex and BRE with the SEC at the SEC’s website at www.sec.gov. Copies of the documents filed by Essex with the SEC are available free of charge on Essex’s website at www.essexpropertytrust.com or by contacting Essex Investor Relations at 650-494-3700. Copies of the documents filed by BRE with the SEC are available free of charge on BRE’s website at www.breproperties.com or by contacting BRE Investor Relations at 415-445-3745. Essex and BRE and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. You can find information about Essex’s executive officers and directors in Essex’s definitive proxy statement filed with the SEC on April 1, 2013. You can find information about BRE’s executive officers and directors in BRE’s definitive proxy statement filed with the SEC on March 11, 2013. Additional information regarding the interests of such potential participants is included in the definitive joint proxy statement/prospectus and other relevant documents filed with the SEC. You may obtain free copies of these documents from Essex or BRE using the sources indicated above. This Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.3

~~Forward Looking Statements~~SIGNATURES

~~This~~Pursuant ~~Form~~to ~~8-K contains forward-looking statements within~~ the ~~meaning~~ ofrequirements ~~Section 27A~~ of the Securities ~~Act of 1933, as amended, and Section 21E of the Securities~~ Exchange Act of 1934, as amended~~. These forward-looking statements which are based on current expectations~~, ~~estimates and projections about~~ the ~~industry~~registrant ~~and~~has ~~markets in~~duly ~~which~~caused ~~Essex~~this ~~and~~report BRE operate and beliefs of and assumptions made by Essex management and BRE management, involve uncertainties that could significantly affect the financial results of Essex or BRE or the combined company. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words and similar expressions are intended to ~~identify~~be ~~such~~signed forward-looking statements, which generally are not historical in nature. Such forward-looking statements include, but are not limited to, statements about the anticipated benefits of the business combination transaction involving Essex and BRE, including future financial and operating results, and the combined company’s plans, objectives, expectations and intentions. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future – including statements relating to expected synergies, improved liquidity and balance sheet strength – are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Some of the factors that may affect outcomes and results include, but are not limited to: (i) national, regional and local economic climates, (ii) changes in financial markets and interest rates, or to the business or financial condition of BRE or its ~~business, (iii)~~behalf changes in market demand for rental apartment homes and competitive pricing, (iv) risks associated with acquisitions, including the proposed merger with Essex, (v) maintenance of real estate investment trust (“REIT”) status, (vi) availability of financing and capital, (vii) risks associated with achieving expected revenue synergies or cost savings, (viii) risks associated with the companies’ ability to consummate the merger on the terms described or at all and the timing of the closing of the merger, and (ix) those additional risks and factors discussed in reports filed with the SEC by ~~Essex and BRE from time to time, including those discussed under~~ the ~~heading~~undersigned ~~“Risk Factors” in their respective most recently filed reports on Forms 10-K~~hereunto ~~and~~duly ~~10-Q~~authorized. ~~BRE does not undertake any duty to update any forward-looking statements appearing in this Form 8-K.~~

SIGNATURES

		BRE Properties, Inc.

Date: March 21, 2014		By: /s/ Kerry Fanwick
		Name: Kerry Fanwick Its: Executive Vice President, General Counsel and Secretary

~~Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~4

		BRE Properties, Inc.
Date: March 20, 2014		By: /s/ Kerry Fanwick
		Kerry FanwickIts: Executive Vice President, General Counsel and Secretary

Item 9.01 Financial Statements and Exhibits.

~~EXHIBIT~~(d) ~~INDEX~~Exhibits

Exhibit No.	Description
Exhibit 4.1	Fourth Supplemental Indenture (with respect to the 5.500% Senior Notes due March 15, 2017, 5.200% Senior Notes due March 15, 2021 and 3.375% Senior Notes due January 15, 2023 of BRE Properties, Inc.), dated as of March 19, 2014, between BRE Properties, Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee.
99.1	Press release entitled “BRE Properties Announces Special Dividend” dated March 21, 2014.

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