UNITED STATES
SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
- -------------------------------------------------------------------------------
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )
VECTOR GROUP LTD.
-----------------
(Name of Issuer)
Common Stock, par value $.10 per share
----------------------------------------------
(Title of Class of Securities)
92240M108
--------------------
(CUSIP Number)
January 30, 2006
----------------------
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
* 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 the disclosures provided in a prior cover page.
The information required in 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).
Continued on following pages
Page 1 of 9 Pages
Exhibit Index: Page 8
SCHEDULE 13G
CUSIP No.: 92240M108 Page 2 of 9 Pages
................................................................................
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
JEFFERIES PARAGON MASTER FUND, LTD.
................................................................................
2 Check the Appropriate Box if a Member of a Group
(a) |_|
(b) |_|
................................................................................
3. SEC Use Only
................................................................................
4. Citizenship or Place of Organization
Cayman Islands, British West Indies
................................................................................
Number of Shares 5. Sole Voting Power None
Beneficially ............................................................
Owned by Each 6. Shared Voting Power 1,730,203
Reporting Person ...... .....................................................
With 7. Sole Dispositive Power None
...... .....................................................
8. Shared Dispositive Power 1,730,203
................................................................................
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,730,203
................................................................................
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
|X|(1)
................................................................................
11. Percent of Class Represented by Amount in Row (9)
3.5% based on 49,865,936 shares outstanding as of January 30, 2006.
................................................................................
12. Type of Reporting Person:
CO
________________________
(1) Jefferies Asset Management, LLC (the "Manager"), through certain portfolio
management professionals (the "Portfolio Managers"), serves as investment
manager for, and makes investment and trading decisions for, the Jefferies
Paragon Master Fund, Ltd. (the "Fund"). The Portfolio Managers make such
decisions independently from decisions made for other entities or accounts.
The Manager does not report beneficial ownership of securities for the Fund on
an aggregate basis with other entities that are or may be deemed affiliates of
the Fund or the Manager. Therefore, the amount in Row (9) excludes shares, if
any, beneficially owned by such other entities. For more information, please
see Item 4(b) herein.
CUSIP No.: 92240M108 Page 3 of 9 Pages
................................................................................
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
JEFFERIES ASSET MANAGEMENT, LLC
................................................................................
2. Check the Appropriate Box if a Member of a Group
(a) |_|
(b) |_|
................................................................................
3. SEC Use Only
................................................................................
4. Citizenship or Place of Organization
Delaware
................................................................................
Number of Shares 5. Sole Voting Power None
Beneficially ............................................................
Owned by Each 6. Shared Voting Power 1,730,203
Reporting Person ............................................................
With 7. Sole Dispositive Power None
...... .....................................................
8. Shared Dispositive Power 1,730,203
................................................................................
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,730,203
................................................................................
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
|X|(1)
................................................................................
11. Percent of Class Represented by Amount in Row (9)
3.5% based on 49,865,936 shares outstanding as of January 30, 2006.
................................................................................
12. Type of Reporting Person:
OO
________________________
(1) Jefferies Asset Management, LLC (the "Manager"), through certain portfolio
management professionals (the "Portfolio Managers"), serves as investment
manager for, and makes investment and trading decisions for, the Jefferies
Paragon Master Fund, Ltd. (the "Fund"). The Portfolio Managers make such
decisions independently from decisions made for other entities or accounts. The
Manager does not report beneficial ownership of securities for the Fund on an
aggregate basis with other entities that are or may be deemed affiliates of the
Fund or the Manager. Therefore, the amount in Row (9) excludes shares, if any,
beneficially owned by such other entities. For more information, please see
Item 4(b) herein.
Page 4 of 9 Pages
Item 1(a). Name of Issuer:
Vector Group Ltd. (the "Issuer")
Item 1(b). Address of Issuer's Principal Executive Offices:
100 S.E. Second Street, Miami, FL 33131.
Item 2(a). Name of Person Filing
This Statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) Jefferies Paragon Master Fund, Ltd. (the "Fund"); and
ii) Jefferies Asset Management, LLC (the "Manager").
This Statement relates to Shares (as defined herein) held for
the account of the Fund. The Manager serves as investment manager of the Fund.
In such capacity, the Manager may be deemed to have voting and dispositive
power over the Shares held for the account of the Fund.
Item 2(b). Address of Principal Business Office or, if None, Residence
The address of the principal business office of each of the
Fund and the Manager is The Metro Center, One Station Place, Three North,
Stamford, Connecticut 06902.
Item 2(c). Citizenship
i) The Fund is a Cayman Islands exempted company;
ii) The Manager is a Delaware limited liability company.
Item 2(d). Title of Class of Securities:
Common Stock, par value $.10 per share (the "Shares")
Item 2(e). CUSIP Number:
92240M108
Item 3. If This Statement is Filed Pursuant to ss.ss.240.13d-1(b) or
240.13d-2(b) or (c), Check Whether the Person Filing is a:
This Item 3 is not applicable.
Page 5 of 9 Pages
Item 4. Ownership:
Item 4(a). Amount Beneficially Owned:
As of February 7, 2006, each of the Fund and the Manager may be
deemed to be the beneficial owner of 1,730,203 Shares. This amount consists
of: (A) 1,500,000 Shares held for the account of the Fund; and (B) 230,203
Shares issuable upon the conversion of certain notes held for the account of
the Fund.
Item 4(b). Percent of Class:
The number of Shares of which each of the Fund and the Manager
may be deemed to be the beneficial owner constitutes approximately 3.5% of the
total number of Shares outstanding (based upon information provided by the
Issuer in its registration statement on Form S-3 filed with the Securities and
Exchange Commission on January 31, 2006, there were approximately 49,865,936
shares outstanding as of January 30, 2006).
The Manager, through certain portfolio management professionals
(the "Portfolio Managers"), serves as investment manager for, and makes
investment and trading decisions for, the Fund. The Portfolio Managers make
such decisions independently from decisions made for other entities or
accounts. The Manager does not report beneficial ownership of securities for
the Fund on an aggregate basis with other entities that are or may be deemed
affiliates of the Fund or the Manager. The Shares reported herein were acquired
by the Fund in a private transaction with the issuer involving the
participation of certain entities that are or may be affiliates of the Manager,
including Jefferies & Company, Inc., which acted as placement agent for the
offering. Although the Reporting Persons themselves have not acquired
sufficient Shares such as to be required to file this Schedule 13G pursuant to
Section 13(d) of the Securities Exchange Act of 1934, as amended, the Reporting
Persons have decided to file this Schedule 13G out of an over abundance of
caution should aggregation be deemed appropriate under the circumstances. The
Reporting Persons are aware that certain other entities that are or may be
affiliates of the Manager are also filing a separate Schedule 13G with regard
to their beneficial ownership of the Shares.
Item 4(c). Number of Shares of which such person has:
The Fund, and The Manager:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 1,730,203
(iii) Sole power to dispose or direct the disposition of: 0
(iv) Shared power to dispose or direct the disposition of: 1,730,203
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of
the date hereof the Reporting Persons have ceased to be the beneficial owner
of more than five percent of the class of securities, check the following [X].
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
This Item 6 is not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company:
See disclosure in Item 2 hereof.
Item 8. Identification and Classification of Members of the Group:
See disclosure in Item 2 hereof.
Item 9. Notice of Dissolution of Group: This Item 9 is not applicable.
Item 10. Certification:
By signing below each of the Reporting Persons certifies that,
to the best of their knowledge and belief, the securities referred to above
were not acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect.
Page 7 of 9 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 8, 2006 JEFFERIES PARAGON MASTER FUND, LTD.
By: Jefferies Asset Management, LLC
As Investment Manager
By: /s/ Joseph Contorinis
-------------------------------
Name: Joseph Contorinis
Title: Executive Vice President
Date: February 8, 2006
JEFFERIES ASSET MANAGEMENT, LLC
By: /s/ Joseph Contorinis
-------------------------------
Name: Joseph Contorinis
Title: Executive Vice President
Page 8 of 9 Pages
EXHIBIT INDEX
Ex. Page No.
A. Joint Filing Agreement, dated February 8, 2006 by
and among Jefferies Paragon Master Fund, Ltd., and
Jefferies Asset Management,
LLC............................ 9
Page 9 of 9 Pages
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with
respect to the Common Stock of Vector Group Ltd. dated as of February 8, 2006
is, and any amendments thereto (including amendments on Schedule 13D) signed by
each of the undersigned shall be, filed on behalf of each of us pursuant to and
in accordance with the provisions of Rule 13d-1(k) under the Securities
Exchange Act of 1934, as amended.
Date: February 8, 2006 JEFFERIES PARAGON MASTER FUND, LTD.
By: Jefferies Asset Management, LLC
As Investment Manager
By: /s/ Joseph Contorinis
-------------------------------
Name: Joseph Contorinis
Title: Executive Vice President
Date: February 8, 2006 JEFFERIES ASSET MANAGEMENT, LLC
By: /s/ Joseph Contorinis
-------------------------------
Name: Joseph Contorinis
Title: Executive Vice President