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

VECTOR GROUP LTD.

(Exact Name of Registrant as Specified in Its Charter)

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)

     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”) announced that its previously announced offering of $60 million aggregate principal amount of 11% Senior Secured Notes due 2015 (the “Notes”) was upsized to $85 million aggregate principal amount of Notes and priced at 94% of the face value. 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 offering is expected to close on September 1, 2009 subject to customary conditions. The Company intends to use the net proceeds of the issuance for general corporate purposes.

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 dated August 27, 2009

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.

Date: August 28, 2009

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact:		Paul Caminiti/Carrie Bloom/Jonathan Doorley
		Sard Verbinnen & Co
		212-687-8080

VECTOR GROUP LTD. ANNOUNCES PRICING OF
$85 MILLION AGGREGATE PRINCIPAL AMOUNT OF
11% SENIOR SECURED NOTES OFFERING

     MIAMI, FL, August 27, 2009 — Vector Group Ltd. (NYSE: VGR) (the “Company”) announced today that its previously announced offering of $60 million aggregate principal amount of 11% Senior Secured Notes due 2015 (the “Notes”) was upsized to $85 million aggregate principal amount of Notes and priced today at 94% of the face value. 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 offering is expected to close on September 1, 2009 subject to customary conditions.

     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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