As filed with the Securities and Exchange Registration Nos. 3361394/333-
Commission on September 5, 2002 61394-01
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST EFFECTIVE
AMENDMENT NO. 3
TO
FORM S-3
UNDER
THE SECURITIES ACT OF 1933
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TANGER FACTORY OUTLET CENTERS, INC.
TANGER PROPERTIES LIMITED PARTNERSHIP
(Exact name of Registrant as specified in its charter)
TANGER FACTORY OUTLET CENTERS, INC., a 3200 Northline Avenue, Suite 360 TANGER FACTORY OUTLET CENTERS, INC.
North Carolina Corporation Greensboro, North Carolina 27408 - 56-1815473
(336) 292-1108 TANGER PROPERTIES LIMITED
TANGER PROPERTIES LIMITED PARTNERSHIP, PARTNERSHIP - 56-1822494
a North Carolina Partnership
(State or other jurisdiction of
Incorporation or organization) (Address and telephone number of (I.R.S. Employer Identification
Registrant's principal executive Number)
offices)
Stanley K. Tanger, Chairman of the Board of Directors
Tanger Factory Outlet Centers, Inc.
3200 Northline Avenue, Suite 360
Greensboro, North Carolina 27408
(336) 292-3010
(Name, address, including ZIP code, and telephone number,
including area code, of agent for service)
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Copies to:
Raymond Y. Lin, Esq.
Latham & Watkins
885 Third Avenue, Suite 1000
New York, New York 10022
(212) 906-1200
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this registration statement as determined by
market conditions.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. / /
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. /X/
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
EXPLANATORY NOTE
This Post-Effective Amendment No. 3 to Registration Statement on Form S-3
(Nos. 333-61394, 333-61394-01) is filed pursuant to Rule 462(d) solely to add
the following exhibit not previously filed with such Registration Statement.
ITEM 16. EXHIBITS.
25 Statement of Eligibility of Trustee on Form T-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing and has duly caused this Post-Effective Amendment
No. 3 to Form S-3 to be signed on its behalf by the undersigned, thereunto duly
authorized, in Greensboro, North Carolina, on September 5, 2002.
TANGER FACTORY OUTLET CENTERS, INC.
By: /s/ Steven B. Tanger
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Steven B. Tanger
Director, President and Chief Operating Officer
TANGER PROPERTIES LIMITED PARTNERSHIP
By: Tanger GP Trust, its sole general partner
By: /s/ Steven B. Tanger
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Steven B. Tanger
President and Trustee of Tanger GP Trust
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 3 to Form S-3 has been signed below by the
following persons in the capacities indicated on the 5h day of September 2002:
SIGNATURE TITLE DATE
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* September 5, 2002
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Stanley K. Tanger Chairman of the Board of Directors and Chief Executive
Officer (principal executive officer), Tanger Factory
Outlet Centers, Inc.
Chairman of the Board of Directors and Chief Executive
Officer (principal executive officer), Tanger GP Trust
* September 5, 2002
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Steven B. Tanger Director, President and Chief Operating Officer, Tanger
Factory Outlet Centers, Inc.
President and Trustee, Tanger GP Trust
* September 5, 2002
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Jack Africk Director, Tanger Factory Outlet Centers, Inc.
Trustee, Tanger GP Trust
* September 5, 2002
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William Benton Director, Tanger Factory Outlet Centers, Inc.
Trustee, Tanger GP Trust
* September 5, 2002
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Thomas E. Robinson Director, Tanger Factory Outlet Centers, Inc.
Trustee, Tanger GP Trust
* September 5, 2002
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Frank C. Marchisello, Jr. Senior Vice President and Chief Financial Officer
(principal accounting and finance officer), Tanger
Factory Outlet Centers, Inc.
Treasurer and Trustee (principal accounting and finance
officer), Tanger GP Trust
SIGNATURE TITLE DATE
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*By: /s/ Steven B. Tanger
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Name: Steven B. Tanger
Title: Attorney-in-Fact
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
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25 Statement of Eligibility of Trustee on Form T-1