POS EX 1 a2088698zposex.txt POS EX As filed with the Securities and Exchange Registration Nos. 3361394/333- Commission on September 5, 2002 61394-01 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- POST EFFECTIVE AMENDMENT NO. 3 TO FORM S-3 UNDER THE SECURITIES ACT OF 1933 --------------- TANGER FACTORY OUTLET CENTERS, INC. TANGER PROPERTIES LIMITED PARTNERSHIP (Exact name of Registrant as specified in its charter) TANGER FACTORY OUTLET CENTERS, INC., a 3200 Northline Avenue, Suite 360 TANGER FACTORY OUTLET CENTERS, INC. North Carolina Corporation Greensboro, North Carolina 27408 - 56-1815473 (336) 292-1108 TANGER PROPERTIES LIMITED TANGER PROPERTIES LIMITED PARTNERSHIP, PARTNERSHIP - 56-1822494 a North Carolina Partnership (State or other jurisdiction of Incorporation or organization) (Address and telephone number of (I.R.S. Employer Identification Registrant's principal executive Number) offices)
Stanley K. Tanger, Chairman of the Board of Directors Tanger Factory Outlet Centers, Inc. 3200 Northline Avenue, Suite 360 Greensboro, North Carolina 27408 (336) 292-3010 (Name, address, including ZIP code, and telephone number, including area code, of agent for service) --------------- Copies to: Raymond Y. Lin, Esq. Latham & Watkins 885 Third Avenue, Suite 1000 New York, New York 10022 (212) 906-1200 --------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this registration statement as determined by market conditions. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. /X/ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / EXPLANATORY NOTE This Post-Effective Amendment No. 3 to Registration Statement on Form S-3 (Nos. 333-61394, 333-61394-01) is filed pursuant to Rule 462(d) solely to add the following exhibit not previously filed with such Registration Statement. ITEM 16. EXHIBITS. 25 Statement of Eligibility of Trustee on Form T-1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, each Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing and has duly caused this Post-Effective Amendment No. 3 to Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in Greensboro, North Carolina, on September 5, 2002. TANGER FACTORY OUTLET CENTERS, INC. By: /s/ Steven B. Tanger ---------------------------------------- Steven B. Tanger Director, President and Chief Operating Officer TANGER PROPERTIES LIMITED PARTNERSHIP By: Tanger GP Trust, its sole general partner By: /s/ Steven B. Tanger ---------------------------------------- Steven B. Tanger President and Trustee of Tanger GP Trust Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 3 to Form S-3 has been signed below by the following persons in the capacities indicated on the 5h day of September 2002:
SIGNATURE TITLE DATE --------- ----- ---- * September 5, 2002 -------------------------------------- Stanley K. Tanger Chairman of the Board of Directors and Chief Executive Officer (principal executive officer), Tanger Factory Outlet Centers, Inc. Chairman of the Board of Directors and Chief Executive Officer (principal executive officer), Tanger GP Trust * September 5, 2002 -------------------------------------- Steven B. Tanger Director, President and Chief Operating Officer, Tanger Factory Outlet Centers, Inc. President and Trustee, Tanger GP Trust * September 5, 2002 -------------------------------------- Jack Africk Director, Tanger Factory Outlet Centers, Inc. Trustee, Tanger GP Trust * September 5, 2002 -------------------------------------- William Benton Director, Tanger Factory Outlet Centers, Inc. Trustee, Tanger GP Trust * September 5, 2002 -------------------------------------- Thomas E. Robinson Director, Tanger Factory Outlet Centers, Inc. Trustee, Tanger GP Trust * September 5, 2002 -------------------------------------- Frank C. Marchisello, Jr. Senior Vice President and Chief Financial Officer (principal accounting and finance officer), Tanger Factory Outlet Centers, Inc. Treasurer and Trustee (principal accounting and finance officer), Tanger GP Trust SIGNATURE TITLE DATE --------- ----- ---- *By: /s/ Steven B. Tanger ----------------------------- Name: Steven B. Tanger Title: Attorney-in-Fact
EXHIBIT INDEX EXHIBIT NO. DESCRIPTION OF EXHIBIT --- ---------------------- 25 Statement of Eligibility of Trustee on Form T-1