-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TndfUj5TpKc3h8vY9dog7o/lWF+uYSNY80erGJBUdi4dE1dibDZFOEQye/8nulcv EyQ6SiulC4SVSLs/dxX0OQ== 0000899715-10-000039.txt : 20101110 0000899715-10-000039.hdr.sgml : 20101110 20101110090809 ACCESSION NUMBER: 0000899715-10-000039 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20101110 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20101110 DATE AS OF CHANGE: 20101110 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TANGER FACTORY OUTLET CENTERS INC CENTRAL INDEX KEY: 0000899715 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 561815473 STATE OF INCORPORATION: NC FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11986 FILM NUMBER: 101178354 BUSINESS ADDRESS: STREET 1: 3200 NORTHLINE AVENUE SUITE 360 CITY: GREENSBORO STATE: NC ZIP: 27408 BUSINESS PHONE: 3362923010 MAIL ADDRESS: STREET 1: 3200 NORTHLINE AVENUE SUITE 360 CITY: GREENSBORO STATE: NC ZIP: 27408 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TANGER PROPERTIES LTD PARTNERSHIP /NC/ CENTRAL INDEX KEY: 0001004036 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 561822494 STATE OF INCORPORATION: NC FISCAL YEAR END: 0105 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-03526-01 FILM NUMBER: 101178355 BUSINESS ADDRESS: STREET 1: 3200 NORTHLINE AVENUE SUITE 360 CITY: GREENSBORO STATE: NC ZIP: 27408 BUSINESS PHONE: 3362923010 MAIL ADDRESS: STREET 1: 3200 NORTHLINE AVENUE SUITE 360 CITY: GREENSBORO STATE: NC ZIP: 27408 8-K 1 tfoc8k11102010.htm TFOC 8-K tfoc8k11102010.htm


UNITED STATES
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 earliest event reported):  November 10, 2010


Tanger Factory Outlet Centers, Inc.
Tanger Properties Limited Partnership
(Exact Name of Registrant as Specified in Charter)

North Carolina
North Carolina
(State or Other Jurisdiction
of Incorporation)
1-11986
33-3526-01
(Commission
File Number)
56-1815473
56-1822494
(IRS Employer
Identification No.)


 
3200 Northline Avenue, Suite 360  Greensboro, NC 27408
(Address of Principal Executive Offices, including Zip Code)
3200 Northline Avenue, Suite 360  Greensboro, NC 27408
(Address of Principal Executive Offices, including Zip Code)
 
Registrant's telephone number, including area code: (336) 292-3010
 
Not Applicable
(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:

[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange
   
[ ]
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))






 
 
 
1

 
 

Item 7.01
Regulation FD Disclosure

On November 10, 2010, Tanger Factory Outlet Centers, Inc. (the “Company”) distributed a Notice of Redemption to all holders of record of our outstanding 7.5% Class C Preferred Shares (par value $0.01 per share) (the “Preferred Shares”), regarding our redemption of all of our outstanding Preferred Shares at a redemption price of $25.198 per share. The redemption price is equal to the original issuance price of $25.00 per share, plus all accrued and unpaid dividends up to and including the redemption date, without interest. The redemption date will be December 9, 2010. From the redemption date forward, dividends on the Preferred Shares will no longer accrue, and holders of the Preferred Shares will have no rights as holders of such shares other than the right to receive the $25.198 redemption price.

As of November 10, 2010, 3,000,000 Preferred Shares were outstanding. Questions relating to, and requests for additional copies of, the Notice of Redemption and the related materials should be directed to the redemption agent, Computershare Trust Company, N.A., at (800) 546-5141.

A copy of the press release announcing the redemption of the Preferred Shares is attached hereto as Exhibit 99.1.

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements about the redemption of our Class C Preferred Shares. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words ‘believe’, ‘expect’, ‘should’, ‘intend’, ‘anticipate’, ‘estimate’, ‘project’, or similar expressions.  Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Actual results could differ materially from those projected due to various factors including, but not limited to, the risks associated with general economic and local real estate conditions, the company’s ability to meet its obligations on existing indebtedness or refinance existing indebtedness on favorable terms, the availability and cost of capital, the company’s ability to lease its properties, the company’s inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise, and competition. More detailed information about these and other factors is set forth in the section entitled “Business” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, including the subheadings entitled “Recent Developments,” “The Outlet Concept,” “Our Outlet Centers,” “Business Strategy,” “Growth Strategy,” “Operating Strategy,” “Capital Strategy,” “Competition,” and the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.

 
Item 9.01
Financial Statements and Exhibits

(d)
Exhibits

The following exhibits are included with this Current Report:

Exhibit 99.1
Press Release, dated November 10, 2010, regarding Redemption of Class C Preferred Shares.



 
 
 
2

 
 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  November 10, 2010


TANGER FACTORY OUTLET CENTERS, INC.

By:     /s/ Frank C. Marchisello, Jr.                                                                                     
            Frank C. Marchisello, Jr.
    Executive Vice President, Chief Financial Officer and Secretary


TANGER PROPERTIES LIMITED PARTNERSHIP

By:  TANGER GP TRUST, sole general partner

By:      /s/ Frank C. Marchisello, Jr.                                                                                           
           Frank C. Marchisello, Jr.
          Vice President, Treasurer and Assistant Secretary


 
 
 
3

 
 



EXHIBIT INDEX

 
 
Exhibit No.

Exhibit 99.1
Press Release, dated November 10, 2010, regarding Redemption of Class C Preferred Shares.

 
 
 
 
 
 
 
 
 
 
 
 
 

 


4
EX-99.1 2 tfoc8k11102010ex99-1.htm EXHIBIT 99.1 tfoc8k11102010ex99-1.htm
Exhibit 99.1

Tanger Factory Outlet Centers, Inc.

 
News Release
 
IMMEDIATE RELEASE

Tanger Factory Outlet Centers, Inc. Announces Redemption of Preferred Shares

Greensboro, NC, November 10, 2010 -- Tanger Factory Outlet Centers, Inc. (NYSE: SKT) (the “Company”) today announced that it will call for redemption all of its outstanding Class C Preferred Shares (the “Preferred Shares”). The Company has set December 9, 2010 as the redemption date on which all outstanding Preferred Shares will be redeemed. The redemption price will be $25.00 per Preferred Share, plus all accrued and unpaid dividends up to and including the redemption date, without interest. From the redemption date forward, dividends on the Preferred Shares will no longer accrue, and holders of the Preferred Shares will have no rights as holders of such shares other than the right to receive the $25.198 redemption price.

As of November 10, 2010, 3,000,000 shares of Preferred Shares were outstanding. The notice of redemption and related materials will be mailed to registered holders of the Preferred Shares on  November 10, 2010. Certificates representing the Preferred Shares are to be surrendered to Computershare Trust Company, N.A. as redemption agent at:

By Mail:
 
Computershare Trust Company, N.A.
P.O. Box 43011
Providence, RI 02940-3011
By Overnight Courier:
 
Computershare Trust Company, N.A.
Attn: Corporate Actions
250 Royall Street
Canton, MA 02021

Questions relating to, and requests for additional copies of, the notice of redemption and the related materials should be directed to the redemption agent at (800) 546-5141. If you hold shares with a broker (in “street name”), you should contact your broker for further information about receiving payment for your Preferred Shares.

Tanger’s common shares trade on the New York Stock Exchange under the symbol “SKT”, and Tanger’s Preferred Shares trade on the New York Stock Exchange under the symbol “SKT-PC”.

About Tanger Factory Outlet Centers
 
Tanger Factory Outlet Centers, Inc., (NYSE:SKT), is a publicly traded REIT headquartered  in Greensboro, North Carolina that presently operates and owns, or has an ownership interest in, a portfolio of 33 upscale outlet shopping centers in 22 states coast to coast, totaling approximately 10.2 million square feet leased to over 2,100 stores operated by 375 different brand name companies. More than 150 million shoppers visit Tanger Outlet Centers annually.  For more information on Tanger Outlet Centers, call 1-800-4 TANGER or visit the company’s web site at www.tangeroutlet.com.
 
 
 

 
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements about the redemption of our Class C Preferred Shares. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words ‘believe’, ‘expect’, ‘should’, ‘intend’, ‘anticipate’, ‘estimate’, ‘project’, or similar expressions.  Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any futu re results, performance or achievements expressed or implied by such forward-looking statements. Actual results could differ materially from those projected due to various factors including, but not limited to, the risks associated with general economic and local real estate conditions, the company’s ability to meet its obligations on existing indebtedness or refinance existing indebtedness on favorable terms, the availability and cost of capital, the company’s ability to lease its properties, the company’s inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise, and competition. More detailed information about these and other factors is set forth in the section entitled “Business” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, including the subheadings entitled “Recent Developments,” “The Outlet Concept,” “Our Outlet Centers,” “Business Strategy,” “Growth Strategy,” “Operating Strategy,” “Capital Strategy,” “Competition,” and the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.

Contact:
 
Frank C. Marchisello, Jr.
 
Executive Vice President and CFO
 
(336) 834-6834

Mona J. Walsh
Assistant Vice President Corporate Communications
(336) 856-6021



*** end ***



-----END PRIVACY-ENHANCED MESSAGE-----