TANGER FACTORY OUTLET CENTERS INC
SC 13G/A, 1999-02-10
REAL ESTATE INVESTMENT TRUSTS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G
                    Under the Securities Exchange Act of 1934
                                (Amendment No. 5)

                       TANGER FACTORY OUTLET CENTERS, INC.
                                (Name of Issuer)

                     COMMON STOCK, PAR VALUE $.01 PER SHARE
                         (Title of Class of Securities)

                                   875465 10 6
                                 (CUSIP Number)




*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosure provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

                                    Page 1 of 4


<PAGE>


                                       13G

CUSIP NO.       875465 10 6
            -----------------

1.    Name of Reporting Person:

            Stanley K. Tanger

2.    Check the Appropriate Box if a Member of a Group

            (a)   |_|
            (b)   |_|

3.    SEC Use Only

4.    Citizenship or Place of Organization:

            United States Citizen

Number of Shares Beneficially Owned by Each Reporting Person with:

      5.    Sole Voting Power:                  3,454,601

      6.    Shared Voting Power:

      7.    Sole Dispositive Power:             3,454,601

      8.    Shared Dispositive Power:

9.    Aggregate Amount Beneficially Owned by Each Reporting
      Person:

            3,454,601

10.   Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
                        |_|

11.   Percent of Class Represented by Amount in Row 9:

            31.6%

12.   Type of Reporting Person:

            IN

                                    Page 2 of 4
<PAGE>




Item 1(a)   Name of Issuer:

                  Tanger Factory Outlet Centers, Inc.

Item 1(b)   Address of Issuer's Principal Executive Offices:

                  1400 West Northwood Street
                  Greensboro, North Carolina  27408

Item 2(a)    Name of Person Filing:

                  Stanley K. Tanger

Item 2(b)   Address of Principal Business Office:

                  Tanger Factory Outlet Centers, Inc.
                  1400 West Northwood Street
                  Greensboro, North Carolina  27408

Item 2(c)   Citizenship:

                  United States

Item 2(d)   Title of Class of Securities:

                  Common Stock, $.01 par value

Item 2(e)   CUSIP Number:

                  875464 10 6

Item 3.           Not applicable

Item 4.           Ownership

                  (a) Amount Beneficially Owned: 3,454,601. Stanley K. Tanger is
                  the holder of record of 14,265 common shares of Tanger Factory
                  Outlet Centers, Inc. and 268,000 exercisable options to buy
                  Units of Tanger Properties Limited Partnership (which are
                  convertible into 268,000 common shares of Tanger Factory
                  Outlet Centers, Inc.). Tanger Family Limited Partnership is
                  the holder of record of 139,031 common shares of Tanger
                  Factory Outlet Centers, Inc. and 3,033,305 Units of Tanger
                  Properties Limited Partnership, the operating partnership of
                  Tanger Factory Outlet Centers, Inc. The 3,033,305 Units are
                  convertible into 3,033,305 common shares of Tanger Factory
                  Outlet Centers, Inc. Stanley K. Tanger is the sole general
                  partner of Tanger Family Limited Partnership and may be deemed
                  the beneficial owner of such partnership's holdings.

                  (b) Percent of Class:      31.6%

                                    Page 3 of 4

<PAGE>

                  (c) Number of shares as to which such person has:

                      (i) sole power to vote or to direct the vote:    3,454,601

                      (ii) shared power to vote or to direct the vote:

                      (iii) sole power to dispose or to direct the 
                      disposition of:                                  3,454,601

                      (iv) shared power to dispose or to direct the 
                      disposition of: 

Item 5.           Ownership of Five Percent or Less of a Class

                  Not applicable

Item 6.           Ownership of More than Five Percent on Behalf of Another
                  Person.

                  Not applicable

Item 7.           Identification and Classification of the Subsidiary Which
                  Acquired the Security Being Reported on By the Parent Holding
                  Company:

                  Not applicable

Item 8.           Identification and Classification of Members of the Group

                  Not applicable

Item 9.           Notice of Dissolution of Group

                  Not applicable

Item 10.          Certification

                  Not applicable


                                    SIGNATURE


      After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

February 10, 1999
- --------------------------
Date

/s/   Stanley K. Tanger
- --------------------------
Signature

Stanley K. Tanger
- --------------------------
Name

                                    Page 4 of 4


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