Filed pursuant to Rule 424(b)(3)
Registration No. 333-121502
Registration No. 333-121502
PROSPECTUS SUPPLEMENT NO. 9 DATED AUGUST 30, 2005
(to prospectus dated January 19, 2005)
(to prospectus dated January 19, 2005)
VECTOR GROUP LTD.
5% Variable Interest Senior Convertible Notes due November 15, 2011
and
Common Stock Issuable upon Conversion of the Notes
and
Common Stock Issuable upon Conversion of the Notes
This prospectus supplement supplements the prospectus dated January 19, 2005 of Vector Group
Ltd. relating to the sale by certain of our securityholders (and their transferees, pledgees,
donees and successors) of our 5% Variable Interest Senior Convertible Notes due November 15, 2011
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 53 to 59 of the prospectus is hereby
amended to add the following additional selling securityholders.
| Number of Shares of | Number of Shares | |||||||||||||||||||||||||||
| Principal Amount | Common Stock | of Common Stock | Number of Shares of | |||||||||||||||||||||||||
| of Notes | Beneficially Owned | that May Be Sold | Common Stock | Percentage of | ||||||||||||||||||||||||
| Beneficially Owned | Percentage of Notes | Before This | Pursuant To This | Beneficially Owned | Common Stock | |||||||||||||||||||||||
| Name | that May Be Sold | Outstanding | Offering | Prospectus(1) | After this Offering | Outstanding (2) | ||||||||||||||||||||||
Bank of America
Securities LLC(3) |
$250,000 | * | 0 | 12,887 | 0 | * | ||||||||||||||||||||||
| * | Less than 1%. | |
| (1) | Assumes conversion of all of the securityholders’ notes at a conversion price of $19.40 per share of common stock. The conversion price is subject to 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 shares of common stock outstanding as of August 29, 2005. 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 selling securityholder is a subsidiary of Bank of America Corporation. The selling securityholder has informed us that (i) it is a registered broker-dealer, (ii) it purchased the securities in the ordinary course of business, and (iii) at the time of purchase, the selling securityholder had no agreements or understandings, directly or indirectly, with any person to distribute the securities. The selling securityholder also beneficially owns $360,000 principal amount of our 5% Variable Interest Senior Convertible Notes due 2011 issued in April 2005, convertible into 18,557 shares of our common stock. |
Investing in the notes and our common stock involves risks, which are described under
“Risk Factors” beginning on page 14 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.
The date of this prospectus supplement is August 30, 2005.