SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 11)*
VECTOR GROUP LTD.
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(NAME OF ISSUER)
COMMON STOCK, $.10 PAR VALUE
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(TITLE OF CLASS OF SECURITIES)
92240M-10-8
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(CUSIP NUMBER)
MARC N. BELL
VICE PRESIDENT AND GENERAL COUNSEL
VECTOR GROUP LTD.
100 S.E. SECOND STREET, 32ND FLOOR
MIAMI, FL 33131
(305) 579-8000
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
NOVEMBER 18, 2004
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
*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
disclosures provided in a prior cover page.
The information required on 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).
SCHEDULE 13D
CUSIP NO. 92240M-10-8 PAGE 2 OF 5 PAGES
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Bennett S. LeBow
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2 Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds*
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5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
[ ]
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6 Citizenship or Place of Organization
United States
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7 Sole Voting Power
16,749,498 (see item 5)
Number of
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Shares 8 Shared Voting Power
94,678
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Beneficially 9 Sole Dispositive Power 16,749,498 (see item 5)
Owned by Each
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Reporting Person 10 Shared Dispositive Power 94,678
With
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
16,844,176 (see item 5)
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12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
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13 Percent of Class Represented by Amount in Row (11)
35.4%
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14 Type of Reporting Person* IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP NO. 92240M-10-8 PAGE 3 OF 5 PAGES
PRELIMINARY STATEMENT:
This Amendment No. 11 amends the Schedule 13D filed by Bennett S.
LeBow (the "Reporting Person") with the Securities and Exchange Commission on
February 21, 1995, as previously amended by Amendments No. 1-10 thereto (as
amended, the "Schedule 13D"), relating to the common stock, $.10 par value per
share (the "Common Stock"), of Vector Group Ltd. (formerly Brooke Group Ltd.)
(the "Company"). Unless otherwise defined herein, all terms used herein shall
have the meanings ascribed to them in the Schedule 13D. All information in this
Amendment to the Schedule 13D concerning the Common Stock has been adjusted to
give effect to the 5% stock dividends paid to stockholders of the Company on
September 30, 1999, September 28, 2000, September 28, 2001, September 27, 2002,
September 29, 2003 and September 29, 2004.
Item 5 is hereby amended as follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of November 18, 2004, the Reporting Person was the indirect
beneficial owner of, in the aggregate, 16,844,176 shares of
Common Stock, which constituted approximately 35.4% of the
41,746,026 shares of Common Stock outstanding (plus 5,872,410
shares acquirable by the Reporting Person's assignees upon
exercise of currently exercisable options). The Reporting
Person's beneficial ownership includes currently exercisable
options for 3,350,238 shares granted to the Reporting Person,
pursuant to the Company's 1998 Long-Term Incentive Plan
described in Amendment No. 5 to the Schedule 13D and 2,522,172
shares granted to the Reporting Person, pursuant to the
Company's 1999 Long-Term Incentive Plan described in Amendment
No. 7 to the Schedule 13D.
(b) The Reporting Person indirectly exercises sole voting power
and sole dispositive power over (i) 10,510,055 shares of
Common Stock through LeBow Gamma Limited Partnership, a Nevada
limited partnership, (ii) 367,033 shares through LeBow Alpha
LLLP, a Delaware limited liability limited partnership, (iii)
2,512,679 shares acquirable by LeBow Gamma Limited
Partnership, as assignee of the Reporting Person, upon
exercise of currently exercisable options to purchase Common
Stock and (iv) 3,359,731 shares acquirable by LeBow Epsilon
Investments Trust, as assignee of the Reporting Person, upon
exercise of currently exercisable options to purchase Common
Stock. The shares of Common Stock held by LeBow Alpha LLLP are
pledged to U.S. Clearing Corp. to secure a margin loan to the
Reporting Person. 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. The
Reporting Person is a director, officer and sole shareholder
of LeBow Holdings, Inc., a director and officer of LeBow
Gamma, Inc. and the sole trustee of LeBow Epsilon Investments
Trust. The Bennett and Geraldine LeBow Foundation, Inc., a
Florida not-for-profit corporation, of which the Reporting
Person and family members serve as directors and executive
officers, owns 94,678 shares of Common Stock. Shares of Common
Stock held by the foundation are pledged to Goldman Sachs to
secure a margin loan to the foundation. The Reporting Person
possesses shared voting power and shared dispositive power
with the other directors of the foundation with respect to the
foundation's shares of Common Stock.
Item 6 is hereby amended as follows:
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
See Item 5(b) above.
As reported in Amendment 8 to the Schedule 13D, on June 28, 2001, in
connection with the June 2001 private offering of the Company's
6.25% Convertible Subordinated Notes due 2008, the Reporting Person
and LeBow Gamma Limited Partnership agreed with Jefferies & Company,
Inc. ("Jefferies") that Jefferies could borrow up to 3,472,875
shares of Common Stock for a three-year period and that LeBow Gamma
Limited Partnership would not dispose of such shares during the
three-year period, subject to limited exceptions. The three-year
period expired on June 29, 2004.
SCHEDULE 13D
CUSIP NO. 92240M-10-8 PAGE 4 OF 5 PAGES
On November 18, 2004, in connection with the private offering of the
Company's 5% Variable Interest Senior Convertible Notes due 2011
(the "Notes"), the Reporting Person and LeBow Gamma Limited
Partnership entered into a Master Securities Loan Agreement and
accompanying letter agreement (together, 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
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 the Reporting Person,
any member of his immediate family and any person or group
controlled by the Reporting Person 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
the Company. The Reporting Person and LeBow Gamma Limited
Partnership have the right to assign to Howard Lorber some or all of
their obligation to lend the Shares under the Agreement. LeBow Gamma
Limited Partnership also agreed with Jefferies that it will not
dispose of the Shares during the period that they must be available
under the Agreement, subject to limited exceptions. In addition, the
Reporting Person also agreed with the purchasers of the Notes that
he and his affiliates will not sell, pledge or otherwise dispose of
any shares of Common Stock, without the prior consent of the
purchasers, for a 120-day period ending on March 18, 2005, other
than as provided in the Agreement, subject to limited exceptions.
In connection with the private offering of the Notes, the purchasers
of the Notes required that the Reporting Person, as the principal
stockholder of the Company, grant Jefferies the right to borrow the
Shares from the Reporting Person or an entity affiliated with him as
discussed above. In consideration for the Reporting Person, as the
Company's principal stockholder, agreeing to lend the Shares in
order to facilitate the Company's offering of the Notes and
accepting the resulting liquidity risk, the Company and the
Reporting Person entered into an agreement on November 22, 2004
whereby the Company agreed to pay the Reporting Person or an
affiliate designated by him an annual fee, payable on a quarterly
basis in cash or, by mutual agreement of the Company and the
Reporting Person, in shares of common stock, equal to 1% of the
aggregate market value of the Shares. In addition, the Company
agreed to hold the Reporting Person harmless on an after-tax basis
against any increase, if any, in the income tax rate applicable to
dividends paid on the Shares as a result of the Agreement. In the
event of an assignment by Mr. LeBow to Mr. Lorber of some or all of
the obligation to lend Shares under the Agreement, the rights of Mr.
LeBow under the Letter Agreement will be assigned on a pro rata
basis to Mr. Lorber.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 12: Master Securities Loan Agreement, dated November
18, 2004, between LeBow Gamma Limited Partnership and
Jefferies.
Exhibit 13: Agreement, dated November 18, 2004, between the
Reporting Person, LeBow Gamma Limited Partnership and
Jefferies.
Exhibit 14: Agreement, dated November 22, 2004, between the
Company and the Reporting Person.
SCHEDULE 13D
CUSIP NO. 92240M-10-8 PAGE 5 OF 5 PAGES
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: November 23, 2004
/s/ Bennett S. LeBow
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Bennett S. LeBow