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
Report (date of earliest event reported): October 28,
2008
TANGER
FACTORY OUTLET CENTERS, INC.
_________________________________________
(Exact
name of registrant as specified in its charter)
|
North
Carolina
(State
or other jurisdiction of Incorporation)
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1-11986
(Commission
File Number)
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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
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
2.02 Results
of Operations and Financial Condition
On
October 28, 2008, Tanger Factory Outlet Centers, Inc. (the “Company”) issued a
press release announcing its results of operations and financial condition as of
and for the quarter ended September 30, 2008. A copy of the Company’s
press release is furnished as Exhibit 99.1 to this report on Form
8-K. The information contained in this report on Form 8-K under Item
2.02, including Exhibit 99.1, shall not be deemed “filed” with the Securities
and Exchange Commission nor incorporated by reference in any registration
statement filed by the Company under the Securities Act of 1933, as amended,
unless specified otherwise.
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
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At it’s
meeting on October 28, 2008, the Nominating and Corporate Goverance Committee of
the Company’s Board of Directors recommended, and the Board of Directors
approved, that the number of directors be expanded from six members to seven
members, and that Ms. Bridget Ryan Berman shall serve as independent director of
the Company effective January 1, 2009 until the next Annual Shareholders
Meeting. Ms. Berman has not yet been named to any specific committees of the
Board of Directors. Ms. Berman will be paid an annual compensation
fee and will earn per meeting and other fees consistent with other Board members
as set annually based upon the recommendation of the Board’s Compensation
Committee.
Ms.
Berman was formerly the Chief Executive Officer of Giorgio Armani Corp., the
wholly-owned US subsidiary of Giorgio Armani S.p.A., one of the leading fashion
and luxury goods groups in the world, from 2006 to 2007. Previously,
she was Vice President/Chief Operating Officer of Apple Computer Retail from
2004 to 2005 and held various executive positions with Polo Ralph Lauren
Corporation, including Group President of Polo Ralph Lauren Global Retail, from
1992 to 2004. Ms. Berman also served in various capacities at May
Department Stores, Federated Department Stores, and Allied Stores Corp. from
1982 to 1992. In addition, Ms. Berman was a member of the board of
directors, and served on the audit committee for J. Crew Group, Inc. from 2005
to 2006. The Company believes that Ms. Berman’s extensive experience
and impressive background in the retail industry will add value and perspective
to our Board.
Item
7.01 Regulation
FD Disclosure
On
October 28, 2008, the Company made publicly available certain supplemental
operating and financial information for the quarter ended September 30,
2008. This supplemental operating and financial information is
attached to this current report as exhibit 99.2. The information
contained in this report on Form 8-K under Item 7.01, including Exhibit 99.2,
shall not be deemed “filed” with the Securities and Exchange Commission nor
incorporated by reference in any registration statement filed by the Company
under the Securities Act of 1933, as amended, unless specified
otherwise.
Item
9.01 Financial
Statements and Exhibits
(c)
Exhibits
The
following exhibits are included with this Report:
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Exhibit
99.1
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Press
release announcing the results of operations and financial condition of
the Company as of and for the quarter ended September 30,
2008.
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Exhibit
99.2
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Supplemental
operating and financial information of the Company as of and for the
quarter ended September 30, 2008.
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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: October
28, 2008
TANGER
FACTORY OUTLET CENTERS, INC.
By: /s/ Frank C. Marchisello
Jr.
Frank C.
Marchisello, Jr.
Executive Vice President, Chief
Financial Officer & Secretary
_____________________________________________________________________________________________
EXHIBIT
INDEX
Exhibit
No.
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99.1
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Press
release announcing the results of operations and financial condition of
the Company as of and for the quarter ended September 30,
2008.
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99.2
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Supplemental
operating and financial information of the Company as of and for the
quarter ended September 30, 2008.
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