UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 27, 2009
VECTOR GROUP LTD.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
(State or Other Jurisdiction of Incorporation)
| 1-5759 | 65-0949535 | |
| (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)
(Registrant’s Telephone Number, Including Area Code)
(Not Applicable)
(Former Name or Former Address, if Changed Since Last Report)
(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):
o
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01. | Other events |
On August 27, 2009, Vector Group Ltd. (the “Company”) issued a press release, attached hereto
as Exhibit 99.1, announcing that it is offering $60 million aggregate principal amount of 11%
Senior Secured Notes due 2015 (the “Notes”) to qualified institutional buyers in accordance with
Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), to persons outside
of the United States in compliance with Regulation S under the Securities Act and to a limited
number of other institutional accredited investors within the meaning of Rule 501(a)(1), (2), (3)
or (7) of the Securities Act. The Company expects the Notes to be issued at a discount to par.
The full text of the press release issued in connection with the announcement is attached as
Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibit | |||||
(c)
|
Exhibit. | |||||
| Exhibit No. | Exhibit | |||||
| 99.1 | Press Release issued August 27, 2009 | |||||
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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/ J. Bryant Kirkland III | |||
| J. Bryant Kirkland III | ||||
| Vice President, Treasurer and Chief Financial Officer | ||||
Date: August 27, 2009
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Exhibit 99.1
|
 |
| FOR IMMEDIATE RELEASE | ||||
| Contact: | Paul Caminiti/Carrie Bloom/Jonathan Doorley Sard Verbinnen & Co 212-687-8080 |
VECTOR GROUP ANNOUNCES PRIVATE OFFERING OF
$60 MILLION AGGREGATE PRINCIPAL AMOUNT
OF 11% SENIOR SECURED NOTES
$60 MILLION AGGREGATE PRINCIPAL AMOUNT
OF 11% SENIOR SECURED NOTES
____________________________________________________
MIAMI, FL, August 27, 2009 — Vector Group Ltd. (NYSE: VGR) (the “Company”) announced today
that it is offering $60 million aggregate principal amount of 11% Senior Secured Notes due 2015
(the “Notes”) to qualified institutional buyers in accordance with Rule 144A under the Securities
Act of 1933, as amended (the “Securities Act”), to persons outside of the United States in
compliance with Regulation S under the Securities Act and to a limited number of other
institutional accredited investors within the meaning of Rule 501(a)(1), (2), (3) or (7) of the
Securities Act. The Notes will be fully and unconditionally guaranteed on a joint and several basis
by all of the wholly-owned domestic subsidiaries of the Company that are engaged in the conduct of
the Company’s cigarette businesses. The Company expects the Notes to be issued at a discount to
par.
The Company intends to use the net proceeds of the issuance for general corporate purposes.
This press release does not constitute an offer to sell or a solicitation of an offer to buy
the Notes. The Notes have not been registered under the Securities Act, or the securities laws of
any other jurisdiction. Unless so registered, the Notes may not be offered or sold in the United
States except pursuant to an exemption from the registration requirements of the Securities Act and
the applicable securities laws of any other jurisdiction.
This press release contains certain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. The Company has tried, whenever possible, to
identify these forward-looking statements using words such as “anticipates”, “believes”,
“estimates”, “expects”, “plans”, “intends” and similar expressions. These statements reflect the
Company’s current beliefs and are based upon information currently available to it. Accordingly,
such forward-looking statements involve known and unknown risks, uncertainties
and other factors which could cause the Company’s actual results, performance or achievements
to differ materially from those expressed in, or implied by, such statements.
Vector Group is a holding company that indirectly owns Liggett Group LLC and Vector Tobacco
Inc. and directly owns New Valley LLC.
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