United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________ Commission file number 1-11986 TANGER FACTORY OUTLET CENTERS, INC. (Exact name of Registrant as specified in its charter) North Carolina 56-1815473 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3200 Northline Avenue Suite 360 (336) 292-3010 Greensboro, NC 27408 (Address of principal executive offices) (Registrant's telephone number) Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of exchange on which registered Common Shares, $.01 par value New York Stock Exchange Series A Cumulative Convertible Redeemable New York Stock Exchange Preferred Shares, $.01 par value Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ------ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.[ ] The aggregate market value of voting shares held by non-affiliates of the Registrant was approximately $148,719,000 based on the closing price on the New York Stock Exchange for such stock on March 1, 2001. The number of Common Shares of the Registrant outstanding as of March 1, 2001 was 7,918,911. Documents Incorporated By Reference Part III incorporates certain information by reference from the Registrant's definitive proxy statement to be filed with respect to the Annual Meeting of Shareholders to be held May 18, 2001. PART IV Item 14. Exhibits, Financial Statements Schedules, and Reports on Form 8-K (a) Documents filed as a part of this report: 3. Exhibits Exhibit No. Description ----------- ---------------------------------------------------- 3.1 Amended and Restated Articles of Incorporation of the Company. (Note 6) 3.1A Amendment to Amended and Restated Articles of Incorporation dated May 29, 1996. (Note 6) 3.1B Amendment to Amended and Restated Articles of Incorporation dated August 20, 1998. (Note 9) 3.1C Amendment to Amended and Restated Articles of Incorporation dated September 30, 1999. (Note 11) 3.2 Restated By-Laws of the Company. (Note 11) 3.3 Amended and Restated Agreement of Limited Partnership for the Operating Partnership. (Note 11) 4.1 Form of Deposit Agreement, by and between the Company and the Depositary, including Form of Depositary Receipt. (Note 1) 4.2 Form of Preferred Stock Certificate. (Note 1) 4.3 Rights Agreement, dated as of August 20, 1998, between Tanger Factory Outlet Centers, Inc. and BankBoston, N.A., which includes the form of Articles of Amendment to the Amended and Restated Articles of Incorporation, designating the preferences, limitations and relative rights of the Class B Preferred Stock as Exhibit A, the form of Right Certificate as Exhibit B and the Summary of Rights as Exhibit C. (Note 8) 10.1 Amended and Restated Unit Option Plan. (Note 9) 10.2 Amended and Restated Share Option Plan of the Company. (Note 9) 10.3 Form of Stock Option Agreement between the Company and certain Directors. (Note 3) 10.4 Form of Unit Option Agreement between the Operating Partnership and certain employees. (Note 3) 10.5 Amended and Restated Employment Agreement for Stanley K. Tanger, as of January 1, 1998. (Note 9) 10.6 Amended and Restated Employment Agreement for Steven B. Tanger, as of January 1, 1998. (Note 9) 10.7 Amended and Restated Employment Agreement for Willard Albea Chafin, Jr., as of January 1, 1999. (Note 9) 10.8 Amended and Restated Employment Agreement for Rochelle Simpson, as of January 1, 1999. (Note 9) 10.9 Not applicable. 10.10 Amended and Restated Employment Agreement for Frank C. Marchisello, Jr., as of January 1, 1999. (Note 11) 10.11 Registration Rights Agreement among the Company, the Tanger Family Limited Partnership and Stanley K. Tanger. (Note 2) 10.11A Amendment to Registration Rights Agreement among the Company, the Tanger Family Limited Partnership and Stanley K. Tanger. (Note 4) 10.12 Agreement Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K. (Note 2) 10.13 Assignment and Assumption Agreement among Stanley K. Tanger, Stanley K. Tanger & Company, the Tanger Family Limited Partnership, the Operating Partnership and the Company. (Note 2) 10.14 Promissory Notes by and between the Operating Partnership and John Hancock Mutual Life Insurance Company aggregating $66,500,000. (Note 10) 10.15 Form of Senior Indenture. (Note 5) 10.16 Form of First Supplemental Indenture (to Senior Indenture). (Note 5) 10.16A Form of Second Supplemental Indenture (to Senior Indenture) dated October 24, 1997 among Tanger Properties Limited Partnership, Tanger Factory Outlet Centers, Inc. and State Street Bank & Trust Company. (Note 7) 10.17 Promissory Note 05/16/2000. (Note 12) 10.18 Promissory Note 05/16/2000. (Note 12) 21.1 List of Subsidiaries. (Note 11) 23.1 Consent of PricewaterhouseCoopers LLP. Notes to Exhibits: 1. Incorporated by reference to the exhibits to the Company's Registration Statement on Form S-11 filed October 6, 1993, as amended. 2. Incorporated by reference to the exhibits to the Company's Registration Statement on Form S-11 filed May 27, 1993, as amended. 3. Incorporated by reference to the exhibits to the Company's Annual Report on Form 10-K for the year ended December 31, 1993. 4. Incorporated by reference to the exhibits to the Company's Annual Report on Form 10-K for the year ended December 31, 1995. 5. Incorporated by reference to the exhibits to the Company's Current Report on Form 8-K dated March 6, 1996. 6. Incorporated by reference to the exhibits to the Company's Annual Report on Form 10-K for the year ended December 31, 1996. 7. Incorporated by reference to the exhibits to the Company's Current Report on Form 8-K dated October 24, 1997. 8. Incorporated by reference to Exhibit 1.1 to the Company's Registration Statement on Form 8-A, filed August 24, 1998. 9. Incorporated by reference to the exhibits to the Company's Annual Report on Form 10-K for the year ended December 31, 1998. 10. Incorporated by reference to the exhibit to the Company's Quarterly Report on 10-Q for the quarter ended March 31, 1999. 11. Incorporated by reference to the exhibits to the Company's Annual Report on Form 10-K for the year ended December 31, 1999. 12. Incorporated by reference to the exhibits to the Company's Annual Report on Form 10-K for the year ended December 31, 2000. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. TANGER FACTORY OUTLET CENTERS, INC. By:/s/ Stanley K. Tanger ---------------------------------------- Stanley K. Tanger Chairman of the Board and Chief Executive Officer March 30, 2001 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated: Signature Title Date /s/ Stanley K. Tanger Chairman of the Board and Chief March 30, 2001 - --------------------- Stanley K. Tanger Executive Officer (Principal Executive Officer) /s/ Steven B. Tanger Director, President and March 30, 2001 - -------------------- Steven B. Tanger Chief Operating Officer /s/ Frank C. Marchisello, Jr. Senior Vice President and March 30, 2001 - ----------------------------- Frank C. Marchisello, Jr. Chief Financial Officer (Principal Financial and Accounting Officer) /s/ Jack Africk Director March 30, 2001 - --------------- Jack Africk /s/ William G. Benton Director March 30, 2001 - --------------------- William G. Benton /s/ Thomas E. Robinson Director March 30, 2001 - ---------------------- Thomas E. Robinson