8-K: Current report filing
Published on April 9, 2009
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): April 9, 2009
Tanger
Factory Outlet Centers, Inc.
Tanger
Properties Limited Partnership
(Exact
Name of Registrant as Specified in Charter)
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North
Carolina
North
Carolina
(State
or Other Jurisdiction
of
Incorporation)
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1-11986
333-3526-01
(Commission
File
Number)
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56-1815473
56-1822494
(IRS
Employer
Identification
No.)
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3200
Northline Avenue, Suite 360 Greensboro, NC 27408
(Address
of Principal Executive Offices, including Zip
Code)
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|
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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:
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[x]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange
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[
]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[
]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Section 8
– Other Events
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Item
8.01
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Other
Events
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On April
9, 2009, Tanger Factory Outlet Centers, Inc., or the Company, issued a press
release announcing that Tanger Properties Limited Partnership, or the Operating
Partnership, has commenced an offer to exchange common shares of the Company for
any and all of the outstanding 3.75% Exchangeable Senior Notes due 2026 of
the Operating Partnership.
For each
$1,000 principal amount of exchangeable notes validly tendered, note holders
will receive 27.7434 Company common shares , which represents an exchange price
of approximately $36.04 per share, plus $215 paid in the form of additional
Company common shares (based on the volume weighted average price of the
Company’s common shares over an eight trading day averaging period beginning
April 24, 2009 and ending May 5, 2009), subject to a minimum and a maximum
number of shares. Holders will also receive a cash payment for
accrued and unpaid interest on the exchangeable notes up to, but
not including the settlement date.
A copy of
this press release is attached to this current report as Exhibit
99.1.
2
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Section
9 - Financial Statements and
Exhibits
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Item
9.01
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Financial
Statements and Exhibits
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(c)
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Exhibits
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The
following exhibits are included with this Report:
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Exhibit
99.1
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Press
release announcing exchange offer for exchangeable
notes.
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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: April
9, 2009
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, its sole general partner
By:/s/ Frank C. Marchisello
Jr.
Frank C.
Marchisello, Jr.
Vice
President, Treasurer and Assistant Secretary
3
EXHIBIT
INDEX
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Exhibit
No.
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Exhibit
99.1
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Press
release announcing exchange offer for exchangeable
notes.
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4