8-K

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

Date of Report (Date of earliest event reported): November 2, 2012

VECTOR GROUP LTD.

(Exact Name of Registrant as Specified in Its Charter)

DELAWARE

(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)

(Not Applicable)

(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 September 4, 2012, our Board of Directors declared a 5% stock dividend to stockholders of record as of September 21, 2012. The stock dividend was paid on September 28, 2012. We are filing updated Selected Financial Data to reflect the stock dividend.

Item 9.01. Condensed Consolidated Financial Statements and Exhibit

(c) Exhibit.

Exhibit No.	Exhibit
99.1	Selected Financial Data adjusted to reflect 5% stock dividend paid September 28, 2012 to stockholders of record on September 21, 2012.

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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: November 2, 2012

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EX-99.1

EXHIBIT 99.1

Selected Financial Data

The following table sets forth our summary condensed consolidated financial data for the periods presented below and our earnings per share as adjusted for the stock dividends described below. The summary condensed consolidated financial data as of September 30, 2012 have been derived from our unaudited condensed consolidated financial statements. Our unaudited condensed consolidated financial statements include only normal and recurring adjustments, necessary to state fairly the data included therein.

The per share amounts shown below have been retroactively adjusted to reflect the 5% stock dividend which was paid on September 28, 2012 to stockholders of record on September 21, 2012 (see note (3) below).

Our historical results are not necessarily indicative of the results of operations for future periods, and our results of operations for the nine-month period ended September 30, 2012 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2012. You should read the following summary condensed consolidated financial data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our condensed consolidated financial statements and related notes included in our Current Report on Form 8-K filed on November 2, 2012 and in our Quarterly Report on Form 10-Q for the period ended September 30, 2012.

	Year Ended December 31,
	2011		2010		2009		2008		2007
Statement of Operations Data:
Revenue (1)	$	1,133,380	$	1,063,289	$	801,494	$	565,186	$	555,430
Net income	75,020		54,084		24,806		60,504		73,803
Per basic common share (3)
Net income applicable to common shares	$	0.89	$	0.65	$	0.30	$	0.74	$	0.91
Per diluted common share (3)
Net income applicable to common shares	$	0.89	$	0.64	$	0.30	$	0.66	$	0.88
Cash distributions declared per common share (3)	$	1.47	$	1.40	$	1.33	$	1.27	$	1.21

	September 30,			December 31,			December 31,			December 31,			December 31,		December 31,
	2012			2011			2010			2009			2008		2007
Balance Sheet Data:
Current assets	$	447,183		$	509,741		$	526,763		$	389,208		$	355,283	$	395,626
Total assets	885,641			927,768			949,595			735,542			717,712		785,289
Current liabilities	204,196			315,198			226,872			149,008			296,159		109,337
Notes payable, embedded derivatives, long-term debt and other obligations, less current portion	602,481			542,371			647,064			487,936			287,546		378,760
Noncurrent employee benefits, deferred income taxes and other long-term liabilities	181,912			159,229			121,893			103,280			100,402		196,340
Stockholders' (deficiency) equity	(102,948		)	(89,030		)	(46,234		)	(4,682		)	33,605		100,852

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	For the Three Months Ended													For the Nine Months Ended
	September 30, 2012		September 30, 2011		June 30, 2012		June 30, 2011		March 31, 2012			March 31, 2011		September 30, 2012		September 30, 2011
Statement of Operations Data:
Revenue (2)	$	272,783	$	288,995	$	276,594	$	291,180	$	257,606		$	260,378	$	806,983	$	840,553
Net income	17,932		17,549		3,895		30,301		(7,690		)	19,373		14,137		67,223
Per basic common share (3)
Net income applicable to common shares	$	0.21	$	0.21	$	0.05	$	0.36	$	(0.09	)	$	0.23	$	0.17	$	0.80
Per diluted common share (3)
Net income applicable to common shares	$	0.21	$	0.20	$	0.05	$	0.33	$	(0.09	)	$	0.23	$	0.16	$	0.78
Cash distributions declared per common share (3)	$	0.38	$	0.36	$	0.38	$	0.36	$	0.38		$	0.36	$	1.14	$	1.09

^{______________________________} 

(1) Revenues include excise taxes of $552,965, $538,328, $377,771, $168,170, and $176,269, respectively.

(2) Revenues include excise taxes of $126,389, $141,473, $130,967, $142,934, $121,925, $127,634, $379,281 and $412,041, respectively.

(3) Per share computations include the impact of 5% stock dividends on September 28, 2012, September 29, 2011, September 29, 2010, September 29, 2009, September 29, 2008 and September 28, 2007.

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