SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 10)*
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)
JUNE 26, 2003
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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 ss. ss. 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 ss. 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
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CUSIP NO. 92240M-10-8 PAGE 2 OF 4 PAGES
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Name of Reporting Person
1 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*
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(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
Number of 12,904,607 (see item 5)
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Shares 8 Shared Voting Power
371,592
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Beneficially 9 Sole Dispositive Power
Owned by Each 12,904,607 (see item 5)
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Reporting Person 10 Shared Dispositive Power
With 371,592
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
13,276,199 (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)
33.2%
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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.
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CUSIP NO. 92240M-10-8 PAGE 3 OF 4 PAGES
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PRELIMINARY STATEMENT:
This Amendment No. 10 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. 1-9 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 and September 27,
2002.
Item 5 is hereby amended as follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of June 26, 2003, the Reporting Person was the indirect
beneficial owner of, in the aggregate, 13,276,199 shares of
Common Stock, which constituted approximately 33.2% of the
36,970,755 shares of Common Stock outstanding (plus 3,038,765
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 3,038,765 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.
(b) The Reporting Person indirectly exercises sole voting power
and sole dispositive power over (i) 9,532,931 shares of Common
Stock through LeBow Gamma Limited Partnership, a Nevada
limited partnership, (ii) 332,911 shares through LeBow Alpha
LLLP, a Delaware limited liability limited partnership, (iii)
2,279,074 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) 759,691 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 371,592 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.
(c) On June 26, 2003, LeBow Gamma Limited Partnership transferred
500,000 shares of Common Stock to LeBow Alpha LLLP, which
transferred 500,000 shares of Common Stock to LeBow Family
Irrevocable Trust, a trust whose beneficiaries are the
children and grandchildren of the Reporting Person. The
Reporting Person does not possess voting or dispositive power
with respect to these shares.
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CUSIP NO. 92240M-10-8 PAGE 4 OF 4 PAGES
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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: June 26, 2003
/s/ BENNETT S. LEBOW
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Bennett S. LeBow