8-K: Current report filing
Published on August 15, 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): August
10, 2006
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
33-99736-01
(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:
[
]
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
Item
1.01. Entry
into a Material Definitive Agreement.
On
August
10, 2006, Tanger Factory Outlet Centers, Inc. (the “Company”) and Tanger
Properties Limited Partnership (the “Partnership”) entered into an underwriting
agreement with Citigroup Global Markets Inc. and Banc of America Securities
LLC
relating to the sale of $130,000,000 of the Partnership’s 3.75% Exchangeable
Senior Notes due 2026 (the “Notes”), guaranteed on an unsecured basis by the
Company. The offering is scheduled to close on or about August 16, 2006. A
copy
of the agreement is filed as Exhibit 99.1 to this report and is incorporated
by
reference herein.
Item
7.01. Regulation
FD Disclosure.
On
August
10, 2006 the Company announced the pricing of its previously announced offering
of the Notes. A copy of the press release is attached hereto as Exhibit 99.2.
Exhibit 99.2 is being “furnished” and shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) nor
shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933 as amended, or the Exchange Act, except as shall be expressly set
forth by specific reference to such filing.
(a)
Financial statements of business acquired: None
(b)
Pro
forma financial information: None.
(c)
Exhibits:
|
99.1
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Underwriting
agreement, dated August 10, 2006, by and among the Company, the Operating
Partnership, Citigroup Global Markets Inc. and Banc of America Securities
LLC.
|
|
99.2
|
Press
release of the Company issued on August 10,
2006.
|
2
Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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Date:
August 14 , 2005
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TANGER
FACTORY OUTLET CENTERS, INC.
(Registrant)
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|
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By:
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/s/
Frank C. Marchisello, Jr
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|
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Frank
C. Marchisello, Jr.
Executive
Vice President, Chief Financial
Officer
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3
Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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Date:
August 14, 2005
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TANGER
PROPERTIES LIMITED PARTNERSHIP
By:
TANGER GP TRUST, its sole general partner
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|
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By:
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/s/
Frank C. Marchisello, Jr
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Frank
C. Marchisello, Jr.
Vice
President, Treasurer & Assistant Secretary
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4