8-K: Current report filing
Published on May 6, 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): May 6, 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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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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Item
8.01
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Other
Matters
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On May 6,
2009, Tanger Factory Outlet Centers, Inc. (the "Company") announced that, in
connection with the previously announced offer to exchange common shares of the
Company for any and all of the outstanding 3.75% Exchangeable Senior Notes due
2026 (the “Notes”) of Tanger Properties Limited Partnership (the "OP"), the OP
has determined that a total of 34.2079 Company common shares will be issued for
each $1,000 principal amount of Notes validly tendered and not validly withdrawn
in the exchange offer.
The total
number of Company common shares issued for each $1,000 principal amount of Notes
was determined by adding 27.7434 Company common shares, which was a fixed
amount, and an additional amount of shares determined by dividing $215 by the
average of the volume weighted average price of the Company common shares over
an eight trading day averaging period beginning April 24, 2009 and ending May 5,
2009, or $33.2584. Holders will also receive a cash payment for
accrued and unpaid interest on the Notes up to but not including the settlement
date, which is expected to be approximately $8.65 per $1,000 principal amount of
Notes.
The offer
is scheduled to expire at 5:00 p.m., New York City time, on Thursday, May 7,
2009.
A copy of
this press release is attached to this current report as Exhibit
99.1.
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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 number of shares to be issued as consideration
in
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: May
6, 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
EXHIBIT
INDEX
Exhibit
No.
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Exhibit
99.1
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Press
release announcing number of shares to be issued as consideration
in
exchange offer for Exchangeable
Notes.
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