8-K: Current report filing
Published on February 9, 2006
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
report (Date of earliest event reported): February 9, 2006
Tanger
Factory Outlet Centers, Inc.
(Exact
Name of Registrant as Specified in Charter)
|
North
Carolina
(State
or Other Jurisdiction
of
Incorporation)
|
1-11986
(Commission
File
Number)
|
56-1815473
(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:
[
]
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))
1
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Item
1.01 Entry
into a Material Definitive Agreement
On
February 9, 2006, Tanger Factory Outlet Centers, Inc. (the “Company”) signed
purchase agreements with Cohen & Steers Capital Management, Inc. (“Cohen
& Steers”), Neuberger
Berman, LLC (“Neuberger Berman”) and ING Clarion Real Estate Securities L.P.
(“ING Clarion"), acting on behalf of the client accounts of Cohen & Steers,
Neuberger Berman and ING Clarion, relating to a registered direct offering
of
800,000 of the Company’s 7.5% Class C Preferred Shares. The registered direct
offering is scheduled to close on or about February 16, 2006. Copies of the
agreements are filed as Exhibits 99.1, 99.2 and 99.3 to this report and are
incorporated by reference herein.
Item
7.01 Regulation
FD Disclosure
The
Company issued a press release announcing the signing of purchase agreements
between the Company and each of Cohen & Steers, Neuberger Berman and ING
Clarion relating to a registered direct offering of 800,000 of the Company’s
7.5% Class C Preferred Shares. A copy of the press release announcing the
agreement is filed as Exhibit 99.4 to this report and is incorporated by
reference herein.
Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date:
February 9, 2006
TANGER
FACTORY OUTLET CENTERS, INC.
/s/
Frank C. Marchisello, Jr.
Frank
C.
Marchisello, Jr.
Executive
Vice President, Chief Financial Officer
EXHIBIT
INDEX
Exhibit
No.
| 99.1 |
Purchase
agreement between Tanger Factory Outlet Centers, Inc. and Cohen &
Steers relating to a registered direct offering of 400,000 of the
Company’s 7.5% Class C Preferred
Shares.
|
| 99.2 |
Purchase
agreement between Tanger Factory Outlet Centers, Inc. and Neuberger
Berman
relating to a registered direct offering of 280,000 of the Company’s 7.5%
Class C Preferred Shares.
|
| 99.3 |
Purchase
agreement between Tanger Factory Outlet Centers, Inc. and ING Clarion
relating to a registered direct offering of 120,000 of the Company’s 7.5%
Class C Preferred Shares.
|
| 99.4 |
Press
release announcing the signing of purchase agreements between Tanger
Factory Outlet Centers, Inc. and Cohen & Steers, Neuberger Berman and
ING Clarion relating to a registered direct offering of 800,000 of
the
Company’s 7.5% Class C Preferred
Shares.
|
2
|