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
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 11, 2011
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)
(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 May 11, 2011, Vector Group, Ltd. (the “Company”) issued a press release, which is attached
hereto as Exhibit 99.1 and is incorporated herein by reference, announcing that it had extended its
exchange offer for its 11% Senior Secured Notes due 2015, in the aggregate principal amount of
$90,000,000, until 5:00 p.m., New York City time, on Wednesday, May 18, 2011.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit No. | Description | |
99.1
|
Press Release dated May 12, 2011. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, 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 | |||
| Date: May 12, 2011 | J. Bryant Kirkland III | |||
| Vice President and Chief Financial Officer | ||||
Exhibit 99.1
|
 |
FOR IMMEDIATE RELEASE
| Contact: | Paul Caminiti/Carrie Bloom/Jonathan Doorley | |||
| Sard Verbinnen & Co | ||||
| 212-687-8080 |
VECTOR GROUP LTD. EXTENDS EXCHANGE OFFER DEADLINE FOR
11% SENIOR SECURED NOTES
IN THE AGGREGATE PRINCIPAL AMOUNT OF $90 MILLION
11% SENIOR SECURED NOTES
IN THE AGGREGATE PRINCIPAL AMOUNT OF $90 MILLION
____________________________
MIAMI, FL, May 12, 2011 — Vector Group Ltd. (NYSE: VGR) (the “Company”) today announced that
it has extended the expiration of its exchange offer from 5:00 p.m., New York City Time, on
Wednesday, May 11, 2011 to 5:00 p.m., New York City Time, on Wednesday, May 18, 2011. Pursuant to
the exchange offer, the Company’s 11% Senior Secured Notes due 2015 (the “new notes”) which have
been registered under the Securities Act of 1933, as amended, are offered for exchange for the $90
million of outstanding 11% Senior Secured Notes due 2015 which were issued on December 3, 2010 in a
transaction exempt from registration (the “old notes”).
As of 5:00 p.m., New York City time, on May 11, 2011, $89 million in aggregate principal
amount of the old notes (or approximately 98.89% of the old notes) had been tendered pursuant to
the exchange offer. The exchange offer has been extended in order to allow additional time for the
holders of the remaining $1 million aggregate principal amount of the old notes to participate in
the exchange offer.
Except for the extension of the expiration date of the exchange offer for the $90 million of
outstanding 11% Senior Secured Notes due 2015, all other terms, conditions and provisions of the
exchange offer remain effective as of the date hereof.
Questions concerning the delivery of appropriate documentation and the old notes should be
directed to the exchange agent, U.S. Bank National Association, attention Specialized Finance
Department, at (800) 934-6802.
The old notes have not been registered under the Securities Act of 1933, as amended, and may
not be offered or sold in the United States absent registration or an applicable exemption from
registration requirements. This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of, these securities in any state in
which such offer, solicitation or sale would be unlawful prior to the registration or qualification
under the securities laws of any such state.
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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