================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): FEBRUARY 1, 2005
----------------
VECTOR GROUP LTD.
------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 1-5759 65-0949535
-------- ------ ----------
(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
100 S.E. SECOND STREET, MIAMI, FLORIDA 33131
-------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
(305) 579-8000
----------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
-------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
================================================================================
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
See Item 3.02, which is incorporated herein by reference.
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.
As previously disclosed, on November 18, 2004, Vector Group
Ltd. (the "Company") completed the sale of $65.5 million of its 5% Variable
Interest Senior Convertible Notes due 2011 (the "Notes") to qualified
institutional buyers in accordance with Rule 144A of the Securities Act of 1933,
as amended. Under the terms of the sale, the initial buyers of the Notes
received the right, for a 120-day period ending on March 18, 2005, to purchase
an additional $16.375 million of the Notes.
On February 1, 2005, one of the initial buyers of the Notes
exercised its right to purchase $2 million principal amount of additional Notes.
As of that date, after giving effect to prior exercises of such rights, the
remaining initial buyers have the right to purchase, up to March 18, 2005,
approximately an additional $11.563 million principal amount of the Notes.
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
VECTOR GROUP LTD.
By: /s/ JOSELYNN D. VAN SICLEN
------------------------------------
Joselynn D. Van Siclen
Vice President and Chief Financial Officer
Date: February 1, 2005
3