10-K/A: Annual report pursuant to Section 13 and 15(d)
Published on February 20, 2009
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United
States
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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FORM
10-K/A
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(Amendment
No.1)
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[X]ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
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SECURITIES
EXCHANGE ACT OF 1934
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For
the fiscal year ended December 31, 2007
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OR
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[ ]TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
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SECURITIES
EXCHANGE ACT OF 1934
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For
the transition period from _________ to _________
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Commission
file number 1-11986
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TANGER
FACTORY OUTLET CENTERS, INC.
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(Exact
name of Registrant as specified in its charter)
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North
Carolina
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56-1815473
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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3200
Northline Avenue, Suite 360
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(336)
292-3010
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Greensboro,
NC 27408
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(Registrant’s
telephone number)
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(Address
of principal executive offices)
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Securities
registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of exchange on which
registered
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Common
Shares, $.01 par value
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New
York Stock Exchange
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7.5%
Class C Cumulative Preferred Shares,
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New
York Stock Exchange
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Liquidation
Preference $25 per share
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Securities registered pursuant to
Section 12(g) of the Act: None
Indicate
by check mark if the registrant is well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
Yes ý No o
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.
Yes o No ý
Indicate
by check mark whether the Registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes ý No
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Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of Registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
the definitions of “large accelerated filer”, “accelerated filer: and “smaller
reporting company” (as defined in Rule 12b-2 of the Securities and Exchange Act
of 1934). ý Large accelerated
filer o
Accelerated filer o
Non-accelerated filer o Smaller reporting
company
Indicate
by check mark whether the registrant is a shell company (as defined by Rule
12b-2 of the Act). Yes o No ý
The
aggregate market value of voting shares held by non-affiliates of the Registrant
was approximately $1,174,206,000 based on the closing price on the New York
Stock Exchange for such stock on February 1, 2008.
The
number of Common Shares of the Registrant outstanding as of February 1, 2008 was
31,339,241.
Documents
Incorporated By Reference
Part III
incorporates certain information by reference from the Registrant’s definitive
proxy statement to be filed with respect to the Annual Meeting of Shareholders
to be held May 16, 2008.
EXPLANATORY
NOTE
We are
filing this Amendment No. 1 (the “Form 10-K/A”) to our
Annual Report on Form 10-K for the year ended December 31, 2007 (the “2007 Form 10-K”), as
filed with the Securities and Exchange Commission, or the SEC, on February 28,
2008, to amend the certifications of the Chief Executive Officer and Chief
Financial Officer originally filed as Exhibits 31.1 and 31.2, which
inadvertently included an incorrect version of paragraph 5 of the
certification. This Form 10-K/A is solely limited to correcting the
certifications. Since this Form 10-K/A does not reflect events
occurring after the filing of the 2007 Form 10-K or modify or update those
disclosures affected by subsequent events, all information other than the
language of the certifications is unchanged.
PART
II
Item
9A. Controls
and Procedures
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(a)
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Evaluation
of disclosure control procedures.
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The
Chief Executive Officer, Steven B. Tanger, and Chief Financial Officer,
Frank C. Marchisello Jr., evaluated the effectiveness of the registrant’s
disclosure controls and procedures on December 31, 2007 and concluded
that, as of that date, the registrant’s disclosure controls and procedures
were effective to ensure that the information the registrant is required
to disclose in its filings with the Securities and Exchange Commission
under the Securities and Exchange Act of 1934 is recorded, processed,
summarized and reported, within the time periods specified in the
Commission’s rules and forms, and to ensure that information required to
be disclosed by the registrant in the reports that it files under the
Exchange Act is accumulated and communicated to the registrant’s
management, including its principal executive officer and principal
financial officer, as appropriate to allow timely decisions regarding
required disclosure.
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(b)
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Management’s
report on internal control over financial
reporting.
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Internal
control over financial reporting, as such term is defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act, is a process designed
by, or under the supervision of, the Company’s chief executive officer and chief
financial officer, or persons performing similar functions, and effected by the
Company’s board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. The Company’s management,
with the participation of the Company’s chief executive officer and chief
financial officer, has established and maintained policies and procedures
designed to maintain the adequacy of the Company’s internal control over
financial reporting, and includes those policies and procedures
that:
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(1)
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Pertain
to the maintenance of records that in reasonable detail accurately and
fairly reflect the transactions and dispositions of the assets of the
Company;
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(2)
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Provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the Company
are being made only in accordance with authorizations of management and
directors of the Company; and
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(3)
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Provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the Company’s assets that
could have a material effect on the financial
statements.
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The
Company’s management has evaluated the effectiveness of the Company’s internal
control over financial reporting as of December 31, 2007 based on the criteria
established in a report entitled Internal Control—Integrated Framework, issued
by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO). Based on our assessment and those criteria, the Company’s
management has concluded that the Company’s internal control over financial
reporting was effective as of December 31, 2007.
Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree or compliance
with the policies or procedures may deteriorate.
The
effectiveness of the Company’s internal control over financial reporting as of
December 31, 2007 has been audited by PricewaterhouseCoopers LLP, an independent
registered public accounting firm, as stated in their report which appears under
Item 15 of the 2007 Form 10-K.
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(c)
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There
were no changes in our internal control over financial reporting
identified in connection with the evaluation required by paragraph (d) of
Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal
quarter ended December 31, 2007 that have materially affected, or are
reasonably likely to materially affect, our internal control over
financial reporting.
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PART
IV
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Item
15. Exhibits and Financial Statements
Exhibits
Exhibit
No. Description
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31.1
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Principal
Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 302 of the Sarbanes - Oxley Act of
2002.
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31.2
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Principal
Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 302 of the Sarbanes - Oxley Act of
2002.
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SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
TANGER
FACTORY OUTLET CENTERS, INC.
By:/s/ Steven B.
Tanger
Steven
B. Tanger
President
and Chief
Executive Officer
February
20, 2009