FILED PURSUANT TO RULE 424(B)(3)
REGISTRATION NO. 333-69294
PROSPECTUS SUPPLEMENT NO. 13 DATED OCTOBER 23, 2002
(TO PROSPECTUS DATED SEPTEMBER 28, 2001)
VECTOR GROUP LTD.
6 1/4% CONVERTIBLE SUBORDINATED NOTES DUE JULY 15, 2008
AND
COMMON STOCK ISSUABLE UPON CONVERSION OF THE NOTES
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This prospectus supplement supplements the prospectus dated September
28, 2001 of Vector Group Ltd. relating to the sale by certain of our
securityholders (and their transferees, pledgees, donees and successors) of our
6 1/4% Convertible Subordinated Notes due July 15, 2008 and the common stock
issuable upon conversion of the notes. You should read this prospectus
supplement in conjunction with the prospectus, and this prospectus supplement
is qualified by reference to the prospectus, except to the extent that the
information in this prospectus supplement supercedes the information contained
in the prospectus.
The table of selling securityholders contained on pages 44 to 47 of
the prospectus is hereby amended to add the following additional selling
securityholders.
Principal Amount of Number of Shares of Percentage of
Notes Beneficially Percentage of Common Stock That Common Stock
Name Owned That May Be Sold Notes Outstanding May Be Sold(1) Outstanding(2)
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Jefferies & Company, Inc. $10,200,000(3) 7.7% 329,990 *
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* Less than 1%.
(1) Assumes conversion of all of the securityholder's notes at a
conversion price of $30.91 per share of common stock. The initial
conversion price of $36.531 per share has been adjusted to reflect a
cash dividend of $0.40 per share of common stock and a 5% stock
dividend paid by us on September 28, 2001, a cash dividend of $0.40
per share of common stock and a special dividend in the form of 0.348
of a share of Ladenburg Thalmann Financial Services Inc. common stock
paid by us on December 20, 2001, cash dividends of $0.40 per share of
common stock paid by us on March 28, 2002, June 28, 2002 and September
27, 2002, and a 5% stock dividend paid by us on September 27, 2002.
The conversion price is subject to further adjustment as described
under "Description of Notes-Conversion Rights" and, as a result, the
amount of common stock issuable upon conversion of the notes may
increase or decrease in the future.
(2) Calculated based on Rule 13d-3(d)(i) of the Exchange Act using
34,919,903 shares of common stock outstanding as of October 22, 2002.
In calculating this amount, we treated as outstanding the number of
shares of common stock issuable upon conversion of all of that
particular securityholder's notes. We did not assume, however, the
conversion of any other securityholder's notes.
(3) The notes shown in this prospectus supplement as owned by Jefferies &
Company, Inc. are in addition to the $27,410,000 principal amount of
notes previously reported in this prospectus as owned by such holder.
Investing in the notes and our common stock involves risks, which are
described under "Risk Factors" beginning on page 11 of the prospectus.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.
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The date of this prospectus supplement is October 23, 2002.
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