TFOC 8K
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): November 21, 2005
TANGER
FACTORY OUTLET CENTERS, INC.
_________________________________________
(Exact
name of registrant as specified in its charter)
|
North
Carolina
(State
or other jurisdiction of Incorporation)
|
1-11986
(Commission
File Number)
|
56-1815473
(I.R.S.
Employer Identification Number)
|
|
3200
Northline Avenue, Greensboro, North Carolina 27408
(Address
of principal executive offices) (Zip Code)
|
|
(336)
292-3010
(Registrants’
telephone number, including area code)
N/A
(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))
Section
2 - Financial Information
Item
2.01 Completion
of Acquisition or Disposition or Assets
On
November 21, 2005, Tanger Factory Outlet Centers, Inc. (the “Company”) closed on
its $282.5 million acquisition of the remaining two-thirds interest in the
Charter Oak joint venture owned by an affiliate of Blackstone Real Estate
Advisors. The Charter Oak portfolio, comprised of nine factory outlet centers
(approximately 3.3 million square feet), was acquired in December 2003 by a
joint venture company, owned one third by us and two thirds by Blackstone.
Since
then, we have provided operating, management, leasing and marketing services
for
the properties whose operating results have been included in our consolidated
financial statements since the original acquisition date.
Funding
sources for the acquisition included proceeds from the September 2, 2005 sale
of
3,000,000 common shares at $27.09 per share, the November 4, 2005 sale of $250
million of 6.15% senior unsecured notes due November 15, 2015 and the November
14, 2005 issuance of 2,200,000 7.5% Class C preferred shares at a price of
$25.00 per share. Excess proceeds from the offerings were used to prepay a
$77.4
million mortgage with John Hancock Life Insurance Company and an associated
prepayment premium of $9.4 million on October 3, 2005 and to pay down amounts
outstanding on the our unsecured lines of credit.
Separate
financial statements for the Charter Oak Portfolio are not required since the
results of its operations have been included in our audited, consolidated
financial statements since December 2003. Unaudited pro forma financial
information to give effect to the acquisition was previously included in
a
current report on Form 8-K filed on August 31, 2005 and subsequently updated
in
current reports on Form 8-K/A on October 24 and October 27, 2005.
The
press
release issued by us is attached to this current report as exhibit
99.1.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated:
November 23, 2005
TANGER
FACTORY OUTLET CENTERS, INC.
By: /s/
Frank C. Marchisello Jr.
Frank
C.
Marchisello, Jr.
Executive
Vice President, Chief Financial Officer
EXHIBIT
INDEX
Exhibit
No.
|
10.22
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Purchase and Sale Agreement for interests in COROC Holdings,
LLC
between BROC Portfolio, L.L.C. and Tanger COROC, LLC (Note
1).
|
|
99.1
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Press
release dated November 22, 2005 announcing the completion of the
acquisition of Blackstone Real Estate Advisors’ ownership interest in the
Charter Oak portfolio.
|
Notes
to
exhibits:
1.
Incorporation by reference to the exhibits to the Company’s Quarterly Report on
Form 10-Q for the quarter ended September 30, 2005.