SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 15, 2001
TANGER FACTORY OUTLET CENTERS, INC.
TANGER PROPERTIES LIMITED PARTNERSHIP
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(Exact name of registrant as specified in its charter)
North Carolina 1-11986 561815473
North Carolina 33-99736-01 561822494
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(State or other jurisdiction of (Commission File (I.R.S. Employer
Incorporation) Number) Identification Number)
3200 Northline Avenue, Greensboro, North Carolina 27408
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(Address of principal executive offices) (Zip Code)
(336) 292-3010
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(Registrants' telephone number, including area code)
N/A
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(former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On February 15, 2001 Tanger Properties Limited Partnership (the
"Operating Partnership") completed an underwritten offering of $100,000,000 of
its 9-1/8% Senior Notes due February 2008 (the "Notes"). The Notes were
unconditionally guaranteed (the "Guarantee") by Tanger Factory Outlet Centers,
Inc. (the "Company"). The Notes and the Guarantee were issued under the shelf
registration statement (Registration No. 333-39365/333-39365-01) declared
effective by the Securities and Exchange Commission on November 3, 1997, a
Prospectus, dated January 31, 2001, and the related Prospectus Supplement,
dated February 9, 2001, relating to the offer and sale of the Notes and the
Guarantees by the Operating Partnership and the Company. The Notes were
priced to the public at 99.366% of their principal amount. The sale of the
Notes was underwritten by Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner
& Smith Incorporated and Banc of America Securities LLC pursuant to an
Underwriting Agreement and related Terms Agreement attached as Exhibits 1.1
and 1.2 hereto. The terms and conditions of the Notes and related matters are
set forth in the following documents: (i) the Indenture (the "Base
Indenture"), dated as of March 1, 1996, among the Operating Partnership, the
Company and State Street Bank and Trust Company, as Trustee, previously filed
as exhibit 1(a) to the registrants' Form 8-K dated January 31, 2001; and (ii)
the Third Supplemental Indenture, dated as of February 15, 2001, among the
Operating Partnership, the Company and State Street Bank and Trust Company,
as Trustee, filed as Exhibit 4.1 hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits.
The exhibit listed in the following index relates to the Registration
Statement (No. 333-39365/333-39365-01) on Form S-3, as amended, of the
registrants and are filed herewith for incorporation by reference in such
Registration Statement.
Exhibit no. Description
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1.1 Underwriting Agreement, dated February 9, 2001 among
Tanger Properties Limited Partnership, Tanger Factory
Outlet Centers, Inc., Merrill, Lynch, Pierce, Fenner &
Smith Incorporated and Banc of America Securities LLC.
1.2 Terms Agreement, dated February 9, 2001 among Tanger
Properties Limited Partnership, Merrill, Lynch, Pierce,
Fenner & Smith Incorporated and Banc of America
Securities LLC.
4.1 Third Supplemental Indenture dated as of February 15,
2001, among Tanger Properties Limited Partnership,
Tanger Factory Outlet Centers, Inc. and State Street
Bank and Trust Company, as Trustee.
4.2 Form of 9-18% Senior Note due 2008 (attached as
Exhibit A to the Third Supplemental Indenture, filed
as Exhibit 4.1 to this Report).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each
of the registrants has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: February 16, 2001
TANGER FACTORY OUTLET CENTERS, INC.
By: /s/ Frank C. Marchisello Jr.
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Frank C. Marchisello, Jr.
Chief Financial Officer
TANGER PROPERTIES LIMITED PARTNERSHIP
By: Tanger GP Trust, its sole general partner
By: /s/ Frank C. Marchisello Jr.
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Frank C. Marchisello, Jr.
Treasurer
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EXHIBIT INDEX
Sequentially
Exhibit no. Description Numbered Page
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1.1 Underwriting Agreement, dated February 9,
2001 among Tanger Properties Limited
Partnership, Tanger Factory Outlet Centers,
Inc., Merrill, Lynch, Pierce, Fenner & Smith
Incorporated and Banc of America Securities
LLC.
1.2 Terms Agreement, dated February 9, 2001
among Tanger Properties Limited Partnership,
Merrill, Lynch, Pierce, Fenner & Smith
Incorporated and Banc of America Securities
LLC.
4.1 Third Supplemental Indenture dated February
15, 2001, among Tanger Properties Limited
Partnership, Tanger Factory Outlet Centers,
Inc. and State Street Bank and Trust
Company, as Trustee.
4.2 Form of 9-18% Senior Note due 2008 (attached
as Exhibit A to the Third Supplemental Indenture,
filed as Exhibit 4.1 to this Report).
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