8-K: Current report filing
Published on May 8, 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 8, 2009
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
333-3526-01
(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)
|
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:
|
[X]
|
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))
|
|
Item
8.01
|
Other
Matters
|
On May 8,
2009, Tanger Factory Outlet Centers, Inc. (the "Company") announced the results
of 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").
As of
5:00 p.m., New York City time, on May 7, 2009, the scheduled expiration date,
$142,290,000 in aggregate principal amount of the Notes, representing
approximately 95.2% of the $149.5 million aggregate principal of Notes
outstanding prior to the exchange offer, had been validly tendered and not
validly withdrawn in the exchange offer. The OP has accepted for payment all
Notes validly tendered and not validly withdrawn in the exchange offer and the
settlement will be made promptly in accordance with the terms of the exchange
offer.
In the
aggregate, the exchange offer will result in the retirement of $142,290,000
principal amount of Notes, the issuance of approximately 4.9 million Company
common shares and the payment of approximately $1.2 million in cash for accrued
and unpaid interest and in lieu of fractional shares. Following
settlement of the exchange offer, $7,210,000 principal amount of Notes will
remain outstanding.
A copy of
this press release is attached to this current report as Exhibit
99.1.
|
Item
9.01
|
Financial
Statements and Exhibits
|
|
(c)
|
Exhibits
|
The
following exhibits are included with this Report:
|
Exhibit
99.1
|
Press
release announcing results from exchange offer for Exchangeable
Notes.
|
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
8, 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.
|
Exhibit
99.1
|
Press
release announcing results from exchange offer for Exchangeable
Notes.
|