Rule 424(b)(3)
Reg. No. 333-46055
VECTOR GROUP LTD.
SUPPLEMENT DATED NOVEMBER 19, 2004
TO PROSPECTUS DATED APRIL 12, 2000
The prospectus of Vector Group Ltd. ("Vector"), dated April 12, 2000,
relating to Vector's common stock, $.10 par value per share, is hereby
supplemented as follows:
SELLING STOCKHOLDERS
The following table sets forth, as of November 19, 2004, certain
information with respect to the ownership of Vector's common stock by Bennett S.
LeBow and his affiliates and transferees (the "Selling Stockholders"), and
supersedes the table set forth on page 10 of the prospectus relating to the
Selling Stockholders.
SHARES NO OF
OF SHARES
COMMON SHARES OF
STOCK OF COMMON
OWNED COMMON STOCK
PRIOR PERCENT STOCK OWNED PERCENT
TO OF BEING AFTER OF
SELLING STOCKHOLDERS OFFERING CLASS (1) OFFERED OFFERING (2) CLASS (1)
-------------------- -------- --------- ------- ------------ ---------
Bennett and Geraldine LeBow
Foundation Inc. 94,678 0.2 94,678 -- --
LeBow, Bennett S. 16,749,498 (3) 35.2 10,877,088 5,872,410 (3) 12.3
--------------------
(1) Beneficial ownership determined in accordance with Rule 13(d)-3(d)(1)
of the Securities Exchange Act of 1934, as amended.
(2) The number of shares of common stock beneficially owned after the
offering assumes (i) the sale of all shares covered by this prospectus
and (ii) no other purchases or sales of shares by the Selling
Stockholders.
(3) Includes 5,872,410 shares issuable upon exercise of currently
exercisable options to purchase common stock.
The shares shown in the table above as owned by Mr. LeBow include
10,510,055 shares held by LeBow Gamma Limited Partnership, a Nevada limited
partnership, and 367,033 shares held by LeBow Alpha LLLP, a Delaware limited
liability limited partnership. Mr. LeBow may
sell certain of the shares for his own account. The shares held by LeBow Alpha
LLLP are pledged to U.S. Clearing Corp. to secure a margin loan to Mr. LeBow and
may be sold by such pledgee. LeBow Holdings, Inc., a Nevada corporation, is the
general partner of LeBow Alpha LLLP and is the sole stockholder of LeBow Gamma,
Inc., a Nevada corporation, which is the general partner of LeBow Gamma Limited
Partnership. Mr. LeBow is a director, officer and sole shareholder of LeBow
Holdings, Inc. and a director and officer of LeBow Gamma, Inc.
In addition, pursuant to stock option grants in July 1998, November
1999 and January 2001, LeBow Gamma Limited Partnership, as assignee of Mr.
LeBow, holds options to purchase 2,512,679 shares of Vector's common stock and
LeBow Epsilon Investments Trust, as assignee of Mr. LeBow, holds options to
purchase 3,359,731 shares. Mr. LeBow is the sole trustee of LeBow Epsilon
Investments Trust. Except for the shares issuable upon exercise of such options,
Mr. LeBow will not own any shares of Vector's common stock assuming the sale of
all of the shares covered by this prospectus.
The Bennett and Geraldine LeBow Foundation, Inc. is a Florida
not-for-profit corporation, of which Mr. LeBow and family members serve as
directors and executive officers. Shares held by the foundation are pledged to
Goldman Sachs to secure a margin loan to the foundation and may be sold by such
pledgee.
Mr. LeBow is Chairman of the Board and Chief Executive Officer of
Vector, VGR Holding Inc. and New Valley, and beneficially owns approximately
35.4% of Vector's common stock.
PLAN OF DISTRIBUTION
Under the plan of distribution set forth in the prospectus, any
distribution of the shares by the Selling Stockholders, or by pledgees, donees,
transferees or other successors in interest, may be effected from time to time
directly or through brokers or agents by any legally available means. In
connection with the distributions set forth in the "Plan of Distribution"
section of the prospectus, the Selling Stockholders may:
o enter into hedging transactions with broker-dealers, and the
broker-dealers may in turn engage in short sales of the shares
as part of establishing and maintaining the hedge positions
they entered into with the selling stockholders;
o engage in short sales of shares and deliver shares to cover
such short positions;
o enter into option or loan transactions that require the
selling stockholders to deliver shares to a broker-dealer
which may then resell or otherwise transfer the shares
pursuant to this prospectus to cover the broker-dealer's own
short sales of the shares or to cover short sales of the
shares by customers of the broker-dealer; or
o pledge shares to a broker-dealer and upon the default by the
selling stockholder on the pledge the broker-dealer may sell
the pledged shares pursuant to this prospectus.
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Any broker-dealer engaging in the transactions described above may be
considered an "underwriter", as that term is defined by the Securities Act of
1933, as amended. Bennett S. LeBow and his affiliates and transferees may engage
Jefferies & Company, Inc. ("Jefferies") or its affiliates in connection with
these transactions.
On November 18, 2004, in connection with a private placement of up to
$81,875,000 aggregate principal amount of 5% Variable Interest Senior
Convertible Notes due 2011 sold by Vector to various private purchasers (the
"Notes"), Mr. LeBow and LeBow Gamma Limited Partnership entered into a Master
Securities Loan Agreement and accompanying letter agreement (the "Agreement")
with Jefferies. Under the Agreement, LeBow Gamma Limited Partnership has agreed
to lend Jefferies from time to time up to 3,472,875 shares of Vector common
stock held by LeBow Gamma Limited Partnership (the "Shares") for the purpose of
allowing Jefferies, in turn, to lend such Shares to its customers (including the
purchasers of the Notes) who may, from time to time, sell such shares short. The
Shares must be available for an initial period of 30 months. After the end of
such initial 30-month period until November 15, 2011, the Shares also must be
available during any period in which Mr. LeBow, any member of his immediate
family and any person or group controlled by Mr. LeBow or any member of his
immediate family (or any trust or partnership controlled by any of the
foregoing), either individually or collectively, are beneficial owners of more
than 50% of the aggregate ordinary voting power of Vector.
Jefferies is acting as placement agent to Vector in connection with the
sale of the Notes to the purchasers and as a broker with respect to lending the
Shares to its customers. Each of Jefferies and any customer of Jefferies may be
deemed to be an "underwriter" as that term is defined in the Securities Act of
1933, as amended, with respect to any sale of the Shares.
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