SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement ( ) Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
TANGER FACTORY OUTLET CENTERS, INC.
(Name of Registrant as Specified in its Charter)
--------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
(X) No fee required
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule, or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
TANGER FACTORY OUTLET CENTERS, INC.
3200 NORTHLINE AVENUE, SUITE 360
GREENSBORO, NORTH CAROLINA 27408
PHONE: 336-292-3010
E-MAIL: [email protected]
------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held on May 16, 2000
To Our Shareholders:
On behalf of the Board of Directors, I cordially invite you to attend
the 2000 Annual Meeting of Shareholders (the "Meeting") of TANGER FACTORY OUTLET
CENTERS, INC. (the "Company") to be held on Tuesday, May 16, 2000 at 10 o'clock
a.m. at the O. Henry Hotel, 624 Green Valley Road, Greensboro, North Carolina,
(336) 854-2000, for the following purposes:
1. To elect Directors to serve for the ensuing year;
2. To transact such other business as may properly come before the
Meeting or any adjournment(s) thereof.
Only common shareholders of record at the close of business on March
31, 2000, will be entitled to vote at the Meeting or any adjournment(s) thereof.
PLEASE SIGN AND DATE THE ENCLOSED PROXY WHICH IS BEING SOLICITED BY
THE BOARD OF DIRECTORS, AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
Sincerely,
Stanley K. Tanger
Chairman of the Board and
Chief Executive Officer
April 14, 2000
<PAGE>
TANGER FACTORY OUTLET CENTERS, INC.
3200 NORTHLINE AVENUE, SUITE 360
GREENSBORO, NORTH CAROLINA 27408
PHONE: 336-292-3010
E-MAIL: [email protected]
------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
to be held on May 16, 2000
This Proxy Statement is furnished to shareholders of Tanger Factory
Outlet Centers, Inc., (the "Company"), a self-administered and self-managed real
estate investment trust ("REIT"), in connection with the solicitation of proxies
in the form enclosed herewith for use at the Annual Meeting of Shareholders (the
"Meeting") of the Company to be held on Tuesday, May 16, 2000, at 10 o'clock
a.m. for the purposes set forth in the Notice of Meeting.
This solicitation is made on behalf of the Board of Directors of the
Company. Costs of the solicitation will be borne by the Company. Directors,
officers and employees of the Company and its affiliates may also solicit
proxies by telephone, telegraph, fax or personal interview. The Company will
reimburse banks, brokerage firms and other custodians, nominees and fiduciaries
for reasonable expenses incurred by them in sending proxy material to
shareholders.
Holders of record of Common Shares of the Company (the "Common
Shares") as of the close of business on the record date, March 31, 2000, are
entitled to receive notice of, and to vote on all proposals at, the Meeting. The
outstanding Common Shares constitute the only class of securities entitled to
vote at the Meeting. Each Common Share entitles the holder thereof to one vote.
At the close of business on March 20, 2000, there were 7,876,835 Common Shares
issued and outstanding.
Shares represented by proxies in the form enclosed, if such proxies
are properly executed and returned and not revoked, will be voted as specified.
Where no specification is made on the properly executed and returned form of
proxy, the shares will be voted FOR the election of all nominees for Director.
To be voted, proxies must be filed with the Secretary of the Company prior to
voting. Proxies may be revoked at any time before exercise by filing a notice of
such revocation, by filing a later dated proxy with the Secretary of the Company
or by voting in person at the Meeting. Dissenters will not have rights of
appraisal with respect to the matters to be acted upon at the Meeting.
Under the Company's By-laws and North Carolina law, shares represented
at the Meeting by proxy for any purpose will be deemed present for quorum
purposes for the remainder of the Meeting. Directors will be elected by the vote
of a plurality of the votes cast by the shares entitled to vote in the election,
provided that a quorum is present. Accordingly, shares which are present at the
Meeting for any other purpose but which are not voted in the election of
directors will not affect the election of the candidates receiving a plurality
of the votes cast by the shares entitled to vote in the election at the Meeting.
All other proposals to come before the Meeting require a plurality of the votes
cast regarding the proposal. Accordingly, shares which are present at the
Meeting for any other purpose but which are not voted on a particular proposal
will not affect the outcome of the vote on the proposal unless the Business
Corporation Act requires that the proposal be approved by a greater number of
affirmative votes than a plurality of the votes cast.
The Company's 1999 Annual Report for the calendar year ended December
31, 1999, has been mailed with this Proxy Statement. This Proxy Statement and
the enclosed form of proxy were mailed to shareholders on or about April 14,
2000. The principal executive offices of the Company are located at 3200
Northline Avenue, Suite 360, Greensboro, North Carolina 27408.
2
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
The Company's By-Laws provide that directors be elected at each Annual
Meeting of Shareholders. Pursuant to such By-Laws, the current directors of the
Company (the "Directors") have fixed the number of directors to be elected at
five. The persons named as proxies in the accompanying form of proxy intend to
vote in favor of the election of the five nominees for director designated
below, all of whom are presently directors of the Company, to serve until the
next Annual Meeting of Shareholders and until their successors are elected and
shall qualify. It is expected that each of these nominees will be able to serve,
but if any such nominee is unable to serve for any reason, the proxies reserve
discretion to vote or refrain from voting for a substitute nominee or nominees.
<TABLE>
<CAPTION>
Information Regarding Nominees (as of March 1, 2000):
Present Principal Occupation or
Name Age Employment and Five-Year Employment History
- ---- --- -------------------------------------------
<S> <C>
Stanley K. Tanger 76 Chairman of the Board of Directors and Chief Executive Officer of the Company
since May 1993. Mr. Tanger opened one of the country's first outlet shopping
centers in Burlington, N.C. in 1981. He was the founder and Chief Executive
of the Company's predecessor formed in 1981 until its business was acquired
by the Company in 1993.
Steven B. Tanger 51 Director of the Company since May 1993. President and Chief Operating
Officer since January 1995; Executive Vice President from 1986 to 1994. Mr.
Tanger joined the Company's predecessor in 1986 and is the son of Stanley K.
Tanger.
Jack Africk 71 Director of the Company since June 4, 1993. Chairman of the Board of
Evolution Consulting Group, Inc. since June 1993. President and Chief
Operating Officer of North Atlantic Trading Company from January 1998 to
December 1998; Vice Chairman of Duty Free International Inc. from 1993 to
1994; Vice Chairman of US Tobacco from 1990 through 1993.
William Benton 54 Director of the Company since June 4, 1993. Chairman of the Board and Chief
Executive Officer of Diversified Senior Services, Inc. since May 1996.
Chairman of the Board and Chief Executive Officer of Benton Investment
Company since 1982. Chairman of the Board and Chief Executive Officer of
Health Equity Properties, Inc. from 1987 to September 1994.
Thomas E. Robinson 52 Director of the Company since January 21, 1994. Managing Director of Legg
Mason Wood Walker, Inc. since June 1997. Director (May 1994 to June 1997),
President (August 1994 to June 1997) and Chief Financial Officer (July 1996
to June 1997) of Storage USA, Inc.; a senior executive of Jerry J. Moore
Investments from August 1993 through August 1994.
</TABLE>
Mr. Africk is also a director of Transmedia Networks Inc. and Crown
Central Petroleum Corporation. Mr. Robinson is also a director of CenterPoint
Properties Trust.
All directors of the Company serve terms of one year or until the
election of their respective successors. The Board of Directors held six regular
and six special meetings during 1999. Each of the above Directors attended at
least 75% of the meetings held during 1999 by the Board of Directors and the
committees of which he was a member.
The Board of Directors recommends a vote FOR the nominations set forth above.
3
<PAGE>
Committees of the Board of Directors; Meetings
Audit Committee. The Board of Directors has established an Audit
Committee consisting of three directors who are not concurrently serving as
officers of the Company ("Independent Directors"). The Audit Committee makes
recommendations concerning the engagement of independent public accountants,
reviews with the independent public accountants the plans and results of the
audit engagement, approves professional services provided by the independent
public accountants, reviews the independence of the independent public
accountants, considers the range of audit and non-audit fees and reviews the
adequacy of the Company's internal accounting controls. Messrs. Africk, Benton
and Robinson currently serve on the Audit Committee, with Mr. Africk serving as
chairman. During 1999, there were 4 meetings of the Audit Committee.
In December 1999, the Securities and Exchange Commission adopted new
rules and amendments in order to improve the disclosure related to the
functioning of corporate audit committees and to enhance the reliability and
credibility of financial statements of public companies. The Company revised its
written Charter of the Audit Committee in February 2000 to incorporate these new
rules and amendments.
Executive Compensation Committee. The Board of Directors has
established an Executive Compensation Committee consisting of a majority of
Independent Directors. The Executive Compensation Committee is charged with
determining compensation for the Company's executive officers. Messrs. Africk,
Benton and Stanley K. Tanger currently serve on the Executive Compensation
Committee, with Mr. Africk serving as chairman. During 1999, there were two
meetings of the Executive Compensation Committee.
Share and Unit Option Committee. The Board of Directors has
established a Share and Unit Option Committee ("Option Committee") consisting of
three Independent Directors. The Option Committee administers the Company's
Share Option Plan and the Operating Partnership's Unit Option Plan. Messrs.
Benton, Africk and Robinson currently serve on the Option Committee, with Mr.
Benton serving as chairman. During 1999, there was one meeting of the Option
Committee.
The Board of Directors has not established a separate nominating
committee.
Compensation of Directors
The Company pays its Independent Directors an annual compensation fee
of $15,000 and a per meeting fee of $750 (for each Board of Directors meeting
and each Committee meeting attended).
Pursuant to the Share Option Plan for Directors and Executive and Key
Employees of Tanger Factory Outlet Centers, Inc. (the "Share Option Plan"), on
the date of his or her initial election to the Board and on each of the first
two anniversaries thereof, each Independent Director received an option to
purchase 3,000 Common Shares at an exercise price equal to the Fair Market Value
(as defined in the Share Option Plan) of a Common Share on the date of the
option grant (except for the initial grant of options to Messrs. Africk and
Benton); 20% of such options become exercisable on each of the first five
anniversaries of the date of grant, subject to the Independent Director's
continued service as such. On June 4, 1993, the Company granted to Messrs.
Africk and Benton options to purchase 3,000 Common Shares with an exercise price
set at $22.50 per Common Share, the initial public offering price of the Common
Shares. Employees of the Company who are also directors will not be paid any
director fees and will not receive any options for their services as directors
of the Company.
Upon approval of the entire Board of Directors, the Company may from
time to time grant additional options to purchase Common Shares to the
Independent Directors. On both January 6, 1998 and on January 8, 1999, the Board
of Directors granted to each Independent Director options to purchase 5,000
Common Shares at an exercise price equal to Fair Market Value as of such dates.
On each of the first five anniversaries of the date of grant, 20% of these
options become exercisable subject to the Independent Director's continued
service as such.
4
<PAGE>
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information as of March 1,
2000, available to the Company with respect to its Common Shares, $.01 par value
per share, and of units of partnership interests in the Operating Partnership
(the "Units") (i) held by those persons known to the Company to be the
beneficial owners (as determined under the rules of the Securities and Exchange
Commission (the "SEC")) of more than 5% of such shares, (ii) held individually
by the Directors and named executive officers of the Company, and (iii) held by
the Directors and all executive officers of the Company as a group.
<TABLE>
<CAPTION>
Numbers of Percent of
Common Percent of Number of All
Shares All Units Common
Beneficially Common Beneficially Shares
Name and Business Address of Beneficial Owners Owned (1) Shares Owned (2) and Units
- ---------------------------------------------- ------------ --------- ------------ ---------
<S> <C> <C> <C> <C> <C>
Stanley K. Tanger (3) 158,296 2.0% 3,349,305 30.0%
Tanger Factory Outlet Centers, Inc.
3200 Northline Avenue, Suite 360
Greensboro, NC 27408
Steven B. Tanger (4) --- --- 276,000 2.4%
Tanger Factory Outlet Centers, Inc.
150 East 58th Street, Suite 1201
New York, NY 10155
Kestrel Investment Management Corporation 420,100 5.3% --- 3.9%
411 Borel Avenue, Suite 403
San Mateo, CA 94402
Warren E. Buffett 417,100 5.3% --- 3.8%
1440 Kiewit Plaza
Omaha, NE 68131
Jack Africk (5) 12,400 * --- *
William G. Benton (6) 8,647 * --- *
Thomas E. Robinson (5) 11,595 * --- *
Rochelle G. Simpson (7) 1,572 * 46,500 *
Willard A. Chafin (7) --- * 19,500 *
Frank C. Marchisello, Jr. (7) 500 * 23,100 *
Directors and Executive Officers as a Group 193,578 2.4% 3,774,105 34.0%
(13 persons) (6) (8)
- -------------------
* Less than 1%
</TABLE>
(1) The ownership of Common Shares reported herein is based upon filings
with the Securities and Exchange Commission and is subject to
confirmation by the Company that such ownership did not violate the
ownership restrictions in the Company's Articles of Incorporation.
(2) Units in the Operating Partnership held by the Tanger Family Limited
Partnership ("TFLP") and Units which may be acquired upon the exercise
of options to purchase Units may be exchanged for Common Shares of the
Company on a one-for-one basis.
(3) Includes 139,031 Common Shares and 3,033,305 Units owned by the TFLP,
of which Stanley K. Tanger is the general partner and may be deemed to
be the beneficial owner. Also includes 19,265 Common Shares and 316,000
presently exercisable options to purchase Units owned by Stanley K.
Tanger individually. Does not include 99,000 options to purchase Units,
which are presently unexercisable, owned by Stanley K. Tanger
individually.
(4) Includes 276,000 presently exercisable options to purchase Units. Does
not include 139,031 Common Shares and 3,033,305 Units owned by the
TFLP, (Steven B. Tanger is a limited partner of the Tanger Investments
Limited Partnership, which is a limited partner of TFLP). Does not
include 69,000 options to purchase Units which are presently
unexercisable. Does not include 19,265 Common Shares actually owned or
139,031 Common Shares which may be deemed beneficially owned by Steven
B. Tanger's father, Stanley K. Tanger.
(5) Includes 11,400 presently exercisable options to purchase Common Shares
of the Company.
(6) Includes 7,800 presently exercisable options to purchase Common Shares
of the Company. Excludes 325 Series A Preferred Depositary Shares which
are convertible into 292 Common Shares.
5
<PAGE>
(7) Amounts shown as Units beneficially owned represent presently
exercisable options to purchase Units.
(8) Includes 30,600 presently exercisable options to purchase Common Shares
and 681,100 presently exercisable options to purchase Units. Does not
include 22,800 options to purchase Common Shares and 237,000 options to
purchase Units which are presently unexercisable.
Executive Compensation
The following table sets forth the compensation earned for the fiscal
years ended December 31, 1999, 1998, and 1997 with respect to each of the five
persons who are expected to be the most highly compensated executive officers of
the Company whose cash compensation exceeded $100,000 during such year.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term
Compensation
Annual Compensation Awards
--------------------------------------- ------------------
Other Annual All Other
Name and Principal Position Year Salary($) Bonus($) Compensation ($) Option/SARS(#)(5) Compensation($)
- --------------------------- ---- -------- -------- ---------------- ----------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Stanley K. Tanger, 1999 360,000 460,000 --- 50,000 19,150 (2)
Chairman of the Board of 1998 330,000 430,000 --- 50,000 19,150 (2)
Directors and Chief 1997 300,000 440,000 --- 50,000 2,000 (2)
Executive Officer (1) ---
Steven B. Tanger, 1999 300,000 400,000 --- 35,000 14,970 (3)
President and Chief 1998 275,000 375,000 --- 35,000 19,150 (3)
Operating Officer (1) 1997 250,000 350,000 --- --- 19,150 (3)
Rochelle G. Simpson, 1999 200,000 7,991 --- 12,500 2,000 (4)
Secretary, Executive Vice 1998 185,000 --- --- 12,500 2,000 (4)
President-Administration 1997 175,000 10,798 --- --- 2,000 (4)
And Finance
Willard A. Chafin, Jr. 1999 210,000 8,391 --- 12,500 1,312 (4)
Executive Vice President- 1998 195,000 --- --- 12,500 375 (4)
Leasing, Site Selection, 1997 185,000 11,415 --- --- 308 (4)
Operations and Marketing
Frank C. Marchisello, Jr. 1999 193,000 7,729 --- 10,000 2,000 (4)
Senior Vice President- 1998 175,000 --- --- 10,000 1,518 (4)
Chief Financial Officer 1997 160,000 10,372 --- --- 799 (4)
</TABLE>
(1) A portion of the salaries of Stanley K. Tanger and Steven B. Tanger are
paid by the Company for services to the Company and the remainder are paid
by the Operating Partnership.
(2) The Company reimbursed Stanley K. Tanger $17,150 for premiums paid in 1999
and 1998 towards a term life insurance policy. In addition, the Company
provided $2,000 during 1999, 1998 and 1997 as a Company match under the
employee 401(k) plan.
(3) The Company provides term life insurance to Steven B. Tanger. Annual
premiums paid by the Company in 1999, 1998 and 1997 were $12,970, 17,150
and 17,150, respectively. In addition, the Company provided $2,000 during
1999, 1998 and 1997 as a Company match under the employee 401(k) plan.
(4) Company match under employee 401(k) plan.
(5) Number of Units in the Operating Partnership under option grant.
6
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides information on option grants in 1999 to
the named executive officers.
<TABLE>
<CAPTION>
Potential Realizable Value at
--------------------------------
Assumed Annual Rates of
Share Price Appreciation for
Individual Option Grants (1) Option Term (2)
- ------------------------------------------------------------------------------------ --------------------------------
(a) (b) (c) (d) (e) (f) (g)
% of Total
Options
Granted
Unit to
Options Employees Exercise
Granted in Fiscal Price Expiration
Name (#) Year (%) ($/Sh) Date 5%($) 10%($)
----- -------- --------- ------- ----------- ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Stanley K. Tanger 50,000 20.7 22.125 1/8/09 695,714 1,763,078
Steven B. Tanger 35,000 14.5 22.125 1/8/09 487,000 1,234,154
Rochelle G. Simpson 12,500 5.2 22.125 1/8/09 173,929 440,769
Willard A. Chafin, Jr. 12,500 5.2 22.125 1/8/09 173,929 440,769
Frank C. Marchisello, Jr. 10,000 4.1 22.125 1/8/09 139,142 352,615
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Represents options to purchase Units of limited partnership interest in the
Operating Partnership. The options vest ratably over five years, have a
10-year term and an exercise price as indicated in the table. The exercise
price represents the fair market value of the Units at the time of grant,
assuming such Units were exchanged for Common Shares of the Company as
provided for in the partnership agreement of the Operating Partnership.
(2) Assumed annual rates of share price appreciation for illustrative purposes
only. Actual share prices will vary from time to time based upon market
factors and the Company's financial performance. No assurance can be given
that such rates will be achieved.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
The following table provides information on option exercises in 1999 by the
named executive officers, and the value of each such officer's unexercised
options at December 31, 1999.
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
Value of
Unexercised In-the-Money
Shares Number of Unexercised Options at
Acquired on Value Options at Year End (#) Year-End ($)(1)
Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- -------------------------- ------------ ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Stanley K. Tanger --- --- 296,000 119,000 --- ---
Steven B. Tanger --- --- 262,000 83,000 --- ---
Rochelle G. Simpson --- --- 41,500 29,500 --- ---
Willard A. Chafin, Jr. --- --- 14,500 29,000 --- ---
Frank C. Marchisello, Jr. --- --- 19,100 24,000 --- ---
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Based upon the closing price of the Company's Common Shares on the New York
Stock Exchange on December 31, 1999 of $20.75 per share.
7
<PAGE>
Report of the Executive Compensation Committee on Executive Compensation
The Company's factory outlet centers are held by, and all of the
Company's operations are conducted by, the Operating Partnership. Except as
expressly described below, references to compensation (or policies with respect
thereto) paid by the Company refer to compensation paid by both the Company and
the Operating Partnership.
During 1999, through the efforts of management, the Company acquired
one shopping center totaling 165,000 square feet and completed construction and
put into operation an additional 176,000 square feet of retail space through
expansions of the Company's existing centers. During 1998, through the efforts
of management, the Company acquired two factory outlet centers totaling 359,000
square feet and completed construction and put into operation an additional
210,000 square feet of retail space through expansions of the Company's existing
centers. The Company's portfolio of properties at December 31, 1999 was 97%
occupied and the Company has continued to aggressively manage its existing
assets and to vigorously explore opportunities for new developments and
acquisitions. Funds from operations ("FFO"), a widely accepted financial
indicator used by certain investors and analysts to analyze and compare one
equity REIT with another, before minority interest increased 6% in 1999,
compared to 1998, and 11% during 1998, compared to 1997. Funds from operations
per share increased 6% in 1999 and increased 3% in 1998. Total revenues
increased 6% and 15% during 1999 and 1998. FFO is generally defined as net
income (loss), computed in accordance with generally accepted accounting
principles, before extraordinary items and gains (losses) on sale of depreciable
operating properties, plus depreciation and amortization uniquely significant to
real estate.
This Committee believes that the Company's success is attributable in
large part to the management and leadership efforts of its executive officers.
The Company's management team has substantial experience in owning, operating,
managing, developing and acquiring interests in factory outlet centers. Stanley
K. Tanger, Chairman of the Board and Chief Executive Officer, and Steven B.
Tanger, President and Chief Operating Officer, provide the Company with
strategic business direction. Under the guidance of the committee, the Company
is committed to develop and maintain compensation policies, plans and programs
which will provide additional incentives for the enhancement of cash flows, and
consequently real property and shareholder values, by aligning the financial
interests of the Company's senior management with those of its shareholders.
The primary components of the Company's executive compensation program
are: (1) base salaries, (2) performance based annual bonuses and (3) share and
unit options. The Company's business is most competitive and the Committee
believes that it is extremely desirable for the Company to maintain employment
contracts with its senior executives. The Company currently has employment
contracts with each of the named executives on page 6 (See "Employment
Contracts").
Base salaries for each of the named executive officers are approved by
the Committee and are determined after taking into account several factors which
include (1) salaries paid to officers by companies in the Company's select peer
group and other real estate investment trusts, (2) the nature of the position
and (3) the contribution and experience of the officer. Under their employment
agreements, the annual base salaries of Stanley K. Tanger and Steven B. Tanger
are determined annually by agreement between each of them and the Board;
provided however, if the Company's per share FFO for the previous year equaled
or exceeded a targeted level, the annual base salary will not be less than the
annual base salary for the previous year increased to reflect any increase in
the CPI. The annual base salaries for the other named executive officers are
fixed dollar amounts set forth in their employment agreements.
The employment contracts for Stanley and Steven Tanger, the Company's
two most senior executives, provide for annual cash bonuses based upon the
Company's performance as measured by FFO per share. The Company may also
consider the award of cash bonuses to other executive officers and key employees
if certain performance criteria are met. Based on the Company's financial and
operating performance during 1999, the Company concluded that the executive
officers and key employees substantially contributed toward achieving the 1999
performance goals and awarded each such officer and key employee a cash bonus
based on a percentage of their base salary.
Share-based compensation is also an important element of the Company's
compensation program. The Company maintains the Share Option Plan and the
Operating Partnership maintains the Unit Option Plan (collectively with the
Share Option Plan, the "Plans") for the purpose of attracting and retaining the
Company's Directors, executive officers and certain other employees. The Option
Committee of the Board of Directors determines in its sole discretion, subject
to the terms and conditions of the Plans, the specific terms of each option
granted to an employee of the Company or Operating Partnership based upon its
subjective assessment of the individual's performance, responsibility and
8
<PAGE>
functions and how this performance may have contributed or may contribute in the
future to the Company's performance. The Compensation Committee believes awards
pursuant to the Plans align the interests of the Directors and management with
those of the Company's shareholders since optionees will benefit under such
options only if the shareholders of the Company also benefit. Options granted
under the Plans are generally granted at the Fair Market Value of the Company's
Common Shares on the date of grant and thus will provide value only if the price
of Common Shares exceeds the exercise price of the options.
Under his employment agreement, Stanley K. Tanger, the Company's Chief
Executive Officer, receives an annual base salary and may receive a bonus if the
Company achieves a targeted FFO amount for the fiscal year:
o Mr. Tanger's annual base salary for 1999 was $360,000. His employment
contract provides that the annual base salary will be fixed each
fiscal year by agreement between Mr. Tanger and the Board of
Directors; provided however, if the Company's FFO per share for the
previous year equaled or exceeded a targeted level, the annual base
salary is not to be less than Mr. Tanger's annual base salary for that
previous year adjusted to reflect any increase in the CPI. The
Company's FFO per share for 1998 exceeded the targeted FFO amount in
Mr. Tanger's contract. For this reason and in view of Mr. Tanger's key
contributions to the Company's continued success in an increasingly
competitive environment, the Committee approved an annual base salary
of $360,000 for fiscal 1999.
o Mr. Tanger was paid a $460,000 bonus for 1999. Under his employment
agreement, a bonus of from $100,000 to $460,000 was payable for 1999 if
the Company's FFO per share reached targeted levels. No bonus was
payable unless the minimum targeted FFO was achieved. The Company's FFO
for 1999 exceeded the target level at which the maximum bonus was
payable.
The Company paid 20% of Mr. Tanger's 1999 annual base salary. The
Operating Partnership paid the remainder of his compensation including the
bonus.
On January 8, 1999, the Option Committee granted Mr. Tanger 50,000
options to purchase Units in the Operating Partnership with an exercise price
equal to the Fair Market Value on the date of grant. The primary basis for the
Committee's determination to grant such options to Mr. Tanger was to provide a
strong incentive for him to continue to increase the value of the Company during
the remainder of his employment.
During 1993, the Internal Revenue Code of 1986 (the "Code") was amended
to add Section 162(m), which denies an income tax deduction to any publicly held
corporation for compensation paid to a "covered employee" (which is defined as
the Chief Executive Officer and each of the Company's other four most highly
compensated officers) to the extent that such compensation in any taxable year
of the employee exceeds $1 million. In addition to salaries, bonuses payable to
the Company's executives under their present employment contracts and
compensation attributable to the exercise of options granted under the Share
Option Plan and Unit Option Plan constitute compensation subject to the Section
162(m) limitation. It is the Company's policy to take account of the
implications of Section 162(m) among all factors reviewed in making compensation
decisions. The Plans permit the grant of options intended to qualify as
"performance-based compensation" which is exempt from application of the Section
162(m) limitation. The Company expects that it will not be denied any deduction
under Section 162(m) for compensation paid during its taxable year ended
December 31, 1999, although it is possible that in some future year some portion
of the compensation paid to a Company executive will not be tax deductible by
the Company under Section 162(m).
Jack Africk (Chairman)
Stanley K. Tanger
William Benton
As to that portion of the report which pertains to Mr. Stanley K. Tanger's
compensation:
Jack Africk (Chairman)
William Benton
9
<PAGE>
Compensation Committee Interlocks and Insider Participation
The Executive Compensation Committee of the Board of Directors, which
is required to have a majority of Independent Directors, is charged with
determining compensation for the Company's executive officers. Messrs. Africk,
Benton and Stanley K. Tanger currently serve on the Executive Compensation
Committee, with Mr. Africk serving as chairman.
Mr. Stanley K. Tanger is Chief Executive Officer and Chairman of the
Board of Directors of the Company.
Mr. Stanley K. Tanger is an investor in certain real estate joint
ventures owning three properties managed by the Company. See Certain
Relationships and Related Transactions.
Share Price Performance
The following share price performance chart compares the Company's
performance to the S&P 500, the index of equity real estate investment trusts
prepared by the National Association of Real Estate Investment Trusts ("NAREIT")
and the index prepared by SNL Securities LC of other publicly traded factory
outlet REITs ("Tanger Peer Group"). The Tanger Peer Group consists of Chelsea
GCA Realty, Inc., Prime Retail, Inc., Konover Property Trust (formerly known as
FAC Realty Trust, Inc.) and Horizon Group, Inc. (which during 1998 merged with
Prime Retail, Inc.). Equity real estate investment trusts are defined as those
which derive more than 75% of their income from equity investments in real
estate assets. The NAREIT equity index includes all tax qualified real estate
investment trusts listed on the New York Stock Exchange, American Stock Exchange
or the NASDAQ National Market System.
All share price performance assumes an initial investment of $100 at
the beginning of the period and assumes the reinvestment of dividends. Share
price performance, presented for the five years ended December 31, 1999, is not
necessarily indicative of future results.
<TABLE>
<CAPTION>
[GRAPH APPEARS HERE]
Dec. 94 Dec. 95 Dec. 96 Dec. 97 Dec. 98 Dec. 99
<S> <C> <C> <C> <C> <C> <C>
Tanger Factory Outlet Centers, Inc. 100.00 115.16 136.58 165.69 124.99 135.55
S&P 500 100.00 137.58 169.03 225.44 289.79 350.78
NAREIT All Equity REIT Index 100.00 115.27 155.92 187.51 154.69 147.54
Tanger Factory Outlet Centers Peer Group 100.00 102.12 108.92 110.67 98.18 85.24
</TABLE>
10
<PAGE>
Employment Contracts
Each of the Messrs. Tanger will receive annual cash compensation in the
form of salary and bonus pursuant to a three year employment contract. The
employment contracts will be automatically extended for one additional year on
January 1 of each year, with both the Company and the Operating Partnership
unless (1) the executive's employment is terminated or (2) the Operating
Partnership or the Company gives written notice to the executive within 180 days
prior to such January 1 that the contract term will not be automatically
extended. The base salary provided for in such contracts may be increased each
year. Upon termination of employment, Stanley K. Tanger has agreed not to
compete with the Company for the remainder of his life. Steven B. Tanger has
agreed not to compete with the Company for one year (or three years if severance
compensation is received) within a 50 mile radius of the site of any commercial
property owned, leased or operated by the Company and/or the Operating
Partnership or within a 50 mile radius of any commercial property which the
Company and/or the Operating Partnership negotiated to acquire, lease or operate
within the six month period prior to termination. The covenant not to compete
mandates that, during the term of the contract and during the effective period
of the covenant, such executives direct their commercial real estate activities
through the Company, with exceptions for development of properties which were
owned collectively or individually by them, by members of their families or by
any entity in which any of them owned an interest or which was for the benefit
of any of them prior to the initial public offering (including the three factory
outlet centers in which Stanley K. Tanger is a 50% partner and a single shopping
center in Greensboro, North Carolina (the "Excluded Properties")). In no event
will either of Messrs. Tanger engage in the development, construction or
management of factory outlet shopping centers or other competing retail
commercial property outside of the Company or the Operating Partnership during
the effective period of the covenant (with the exception of the Excluded
Properties and as described above). See "Certain Relationships and Related
Transactions." In addition, such executives will not engage in any active or
passive investment in property relating to factory outlet centers or other
competing retail commercial property, with the exception of the ownership of up
to one percent of the securities of any publicly traded company.
The contracts for Stanley K. Tanger and Steven B. Tanger provide for
annual bonuses based upon the Company's performance as measured by FFO per
share. The minimum bonus in each calendar year period for each of the Tangers is
$100,000, and will be paid if FFO per share (after payment of such bonuses)
equals or exceeds the annual minimum target for such year. The annual minimum
target for each year is the greater of (1) $1.552 per share or (2) the average
FFO per share for the three previous calendar years. The Tangers will receive
additional bonus payments, based on the percentage by which actual FFO per share
exceeds the annual minimum target, up to a maximum of 100% of base salary. If
the employment of either of Messrs. Tanger terminates without Cause, as defined
in the agreement, or such employment is terminated by the executive with Good
Reason, as defined in the agreement, the terminated executive shall receive a
severance benefit equal to 300% of the sum of (a) his annual base salary (b) the
higher of (i) the prior year's annual bonus and (ii) the average annual bonus
for the preceding three years, and (c) his automobile allowance for the current
year. If employment terminates by reason of death or disability, the executive
or his estate shall receive a lump sum amount equal to his annual base salary
that would have been paid for the remaining contract term if employment had not
terminated, and in addition, will receive an amount equal to the executive's
annual bonus which would have been paid during the year of termination had the
executive not terminated, multiplied by a fraction the numerator of which is the
number of days in the year prior to termination and the denominator of which is
365.
The employment agreements with Stanley K. Tanger and Steven B. Tanger
also grant them certain registration rights with respect to the Common Shares
that they beneficially own.
Rochelle G. Simpson, Willard A. Chafin and Frank C. Marchisello, Jr.
each have an employment contract with the Company expiring December 31, 2001.
Messrs. Simpson and Chafin's contracts may be extended by an additional three
year period by mutual written agreement between the executive and the Company.
The contracts establish base salaries for calendar year 1999 of
$200,000 for Ms. Simpson and $210,000 for Mr. Chafin, which amounts will be
increased by $10,000 each year thereafter during the initial contract term. If
the employment of Messrs. Simpson or Chafin is terminated by reason of death or
disability or if the employer materially breaches the employment agreement,
Messrs. Simpson or Chafin will be paid as additional compensation an amount
equal to the annual base salary for the contract year in which the termination
occurs. Further, if the employer elects not to extend the term of employment for
Messrs Simpson and Chafin for an additional three years, the executive will
receive a severance payment equal to the greater of (1) $125,000 or (2) one-half
of the annual base salary payable for the last contract year of the contract
term.
11
<PAGE>
The contract for Mr. Marchisello established a base salary of $190,000
for calendar year 1999, which amount was to be increased by $10,000 each year.
During 1999, the Executive Compensation Committee elected to increase Mr.
Marchisello's salary to $200,000 and to increase his salary to $210,000
effective January 1, 2000. If Mr. Marchisello's employment is terminated by
reason of death or disability, by the employer for no reason or without good
cause, or by Mr. Marchisello because of the Company's material breach of the
contract, he will receive as additional compensation an amount equal to his
annual base salary for the contract year in which the termination occurs.
During the term of employment and for a period of one year thereafter
(six months in the case of Mr. Marchisello), each of Messrs. Simpson, Chafin and
Marchisello is prohibited from engaging directly or indirectly in any aspect of
the factory outlet business within a radius of 100 miles of, or in the same
state as, any factory outlet center owned or operated by the Company.
Stanley K. Tanger and Steven B. Tanger are employed and compensated by
both the Operating Partnership and the Company. Management believes that the
allocation of such persons' compensation as between the Company and the
Operating Partnership reflects the services provided by such persons with
respect to each entity. The remainder of the employees are employed solely by
the Operating Partnership.
Certain Relationships and Related Transactions
The Company manages for a fee three factory outlet centers owned by
joint ventures, in which Stanley K. Tanger and a third party each have a fifty
percent interest. As a result, certain conflicts of interest may arise between
Mr. Tanger's duties and responsibilities to the Company and his duties and
responsibilities to the joint ventures in ensuring the adequate provision of
services. In addition, conflicts of interest may arise over the allocation of
management resources between the Company's properties and the joint venture
properties. However, the arrangement under which the Company provides services
to the joint ventures can be terminated by either party, with or without cause,
upon 30 days' notice. To minimize potential conflicts of interest, all
significant transactions between the Company and the joint ventures, including
continuing the arrangement for providing management services, will be approved
by a disinterested majority of the Company's Board of Directors. As a general
matter, the Company does not expect to engage in any other transactions with any
member of management in his or her individual capacity. Revenues from managing
the joint ventures accounted for less than one-tenth of one percent of the
Company's revenues in 1999.
In January 1999, the Company granted to each of its three Independent
Directors 5,000 options to purchase Common Shares of the Company and the
Operating Partnership granted 50,000 options to purchase Units to Mr. Stanley K.
Tanger, 35,000 options to purchase Units to Mr. Steven B. Tanger and options to
acquire a total of 144,300 Units to certain officers and employees of the
Operating Partnership.
During 1999, the Company paid Mr. Africk, a director, $6,000 for
separate consulting services provided to the Company during the year.
Mr. Tanger and the Company have entered into demand note agreements
whereby he may borrow up to $3.5 million through various advances from the
Company for an investment in a separate E-commerce business venture. The notes
bear interest at a rate of 8% per annum and are collateralized by Mr. Tanger's
limited partnership interest in Tanger Investments Limited Partnership. At
December 31, 1999, Mr. Tanger had borrowed $2.8 million.
12
<PAGE>
General -
Appointment of Independent Auditors. The Board of Directors has
appointed the firm of PricewaterhouseCoopers LLP to audit the accounts of the
Company with respect to its operations for the fiscal year ending on December
31, 2000 and to perform such other services as may be required. Should the firm
be unable to perform these services for any reason, the Board of Directors will
appoint other independent auditors to perform these services.
PricewaterhouseCoopers LLP served as independent auditors of the Company for the
fiscal year ended December 31, 1999. Representatives of PricewaterhouseCoopers
LLP are expected to be present at the Annual Meeting, will have an opportunity
to make a statement if they desire to do so and will be available to respond to
appropriate questions from shareholders.
Section 16(a) Compliance. Section 16(a) of the Exchange Act requires
the Company's officers and directors, and persons who own more than ten percent
of a registered class of the Company's equity securities, to file reports of the
ownership and changes in the ownership (Forms 3, 4 and 5) with the SEC and the
New York Stock Exchange. Officers, directors and beneficial owners of more than
ten percent of the Company's shares are required by SEC regulation to furnish
the Company with copies of all such forms which they file.
Based solely on the Company's review of the copies of Forms 3, 4 and 5
and the amendments thereto received by it for the period ended December 31,
1999, or written representations from certain reporting persons, no Forms 3, 4
or 5 were filed delinquently by those persons.
Shareholders' Proposals. This Proxy Statement and form of proxy will be
sent to shareholders in an initial mailing on or about April 14, 2000. Proposals
of shareholders intended to be presented at the Company's Annual Meeting of
Shareholders to be held in 2001 must be received by the Company no later than
November 30, 2000. Such proposals must comply with the requirements as to form
and substance established by the SEC for such proposals in order to be included
in the proxy statement.
Other Business. All shares represented by the accompanying proxy will
be voted in accordance with the proxy. The Company knows of no other business
which will come before the Meeting for action. However, as to any such business,
the persons designated as proxies will have discretionary authority to act in
their best judgment.
13
<PAGE>
[FRONT SIDE OF CARD]
PROXY
TANGER FACTORY OUTLET CENTERS, INC.
Appointment of Proxy for Annual Meeting on May 16, 2000
The undersigned shareholder of TANGER FACTORY OUTLET CENTERS, INC., a
North Carolina corporation, hereby constitutes and appoints Stanley K. Tanger
and Rochelle G. Simpson, and each of them, proxies with full power of
substitution to act for the undersigned and to vote the shares which the
undersigned may be entitled to vote at the Annual Meeting of the Shareholders of
such corporation on May 16, 2000, and at any adjournment or adjournments
thereof, as instructed on the reverse side upon the proposals which are more
fully set forth in the Proxy Statement of Tanger Factory Outlet Centers, Inc.
dated April 14, 2000 (receipt of which is acknowledged) and in their discretion
upon any other matters as may properly come before the meeting, including but
not limited to, any proposal to adjourn or postpone the meeting. Any appointment
of proxy heretofore made by the undersigned for such meeting is hereby revoked.
TANGER FACTORY OUTLET CENTERS, INC. RECOMMENDS A VOTE FOR ALL NOMINEES LISTED IN
PROPOSAL 1.
(SEE REVERSE SIDE) CONTINUED AND TO BE SIGNED ON REVERSE SIDE (SEE REVERSE SIDE)
14
<PAGE>
[BACK SIDE OF CARD]
DETACH HERE
[X] Please mark votes as
in this example.
The shares represented hereby will be voted in accordance with the directions
given in this appointment of proxy. If not otherwise directed herein, shares
represented by this proxy will be voted FOR Proposal 1.
1. To elect Directors to serve for the ensuing year.
Nominees: (1) Stanley K. Tanger, (2) Steven B. Tanger, (3) Jack Africk,
(4) William G. Benton and (5) Thomas E. Robinson
FOR WITHHELD
ALL [ ] [ ] FROM ALL
NOMINEES NOMINEES
[ ] ______________________________________
For all nominees except as noted above
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
PLEASE SIGN, DATE AND MAIL PROMPTLY IN THE POSTAGE-PAID ENVELOPE
ENCLOSED.
Please sign exactly as name appears hereon. When shares are held by
joint tenants, both should sign. When signing as an attorney,
executor, administrator, trustee or guardian, give full title as such.
If a corporation, sign in full corporate name by president or other
authorized officer. If a partnership, sign in partnership name by
authorized person.
Signature:__________________ Date:______ Signature:________________ Date:_______
15
<PAGE>
