VECTOR GROUP LTD. |
DELAWARE |
(State or Other Jurisdiction of Incorporation) |
1-5759 | 65-0949535 | |
(Commission File Number) | (I.R.S. Employer Identification No.) | |
4400 Biscayne Boulevard, Miami, Florida | 33137 | |
(Address of Principal Executive Offices) | (Zip Code) |
(305) 579-8000 |
(Registrant’s Telephone Number, Including Area Code) |
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)) |
Exhibit No. | Exhibit | |
10.1 | Amendment to Employment Agreement, dated October 29, 2013, by and between Vector Group Ltd. and Ronald J. Bernstein. | |
99.1 | Press Release, dated October 29, 2013. | |
99.2 | Notice of Optional Redemption, dated October 29, 2013. |
VECTOR GROUP LTD. | ||
By: | /s/ J. Bryant Kirkland III | |
J. Bryant Kirkland III | ||
Vice President, Treasurer and Chief Financial Officer |
A. | The Agreement is amended in the following respects: |
1. | Section 3(a) of the Agreement is deleted and replaced by the following: |
B. | This letter agreement constitutes an amendment to and a modification of the Agreement and shall for all purposes be considered a part of the Agreement. Except as amended hereby, the Agreement is confirmed and ratified in all respects and shall remain in full force and effect. |
By: | /s/ John R. Long | |
John R. Long Vice President, General Counsel and Secretary | ||
By: | /s/ Ronald J. Bernstein | |
Ronald J. Bernstein |
By: | /s/ J. Bryant Kirkland III | |
J. Bryant Kirkland III Vice President, Treasurer & Chief Financial Officer |
1. | Optional Redemption Date: November 29, 2013 (the “Optional Redemption Date”). |
2. | Redemption Price: 100% of the outstanding principal amount of the Notes being redeemed (the “Redemption Price”) plus accrued and unpaid interest up to, but excluding, the Optional Redemption Date, the amount of which interest is $510,860.03. Unless the Company defaults in making payment of the Redemption Price, interest on the Notes redeemed will cease to accrue on and after the Optional Redemption Date. |
3. | Principal Amount of Notes to be Redeemed: $43,222,000 aggregate principal amount of the Notes, representing all of the Notes outstanding on the Optional Redemption Date. |
4. | Conversion Price: $14.55204629. Notes to be redeemed may be converted into shares of the Company’s common stock at any time before the close of business on the Business Day immediately preceding the Optional Redemption Date, in accordance with the Indenture. After that time, you will be entitled only to the Redemption Price for your Notes. Holders who want to convert their Notes must satisfy the conversion requirements set forth in the Notes and the Indenture. |
5. | Paying Agent Name and Address: |
6. | Conversion Agent Name and Address: |
Registered & Certified Mail: Wells Fargo Bank, National Association Corporate Trust Operations MAC N9303-121 P.O. Box 1517 Minneapolis, MN 55480 | Regular Mail or Courier: Wells Fargo Bank, National Association Corporate Trust Operations MAC N9303-121 6th & Marquette Avenue Minneapolis, MN 55479 | In Person by Hand Only: Wells Fargo Bank, National Association Corporate Trust Services Northstar East Building 12th Floor 608 Second Avenue South Minneapolis, MN 55402 |
VECTOR GROUP LTD. | ||
By: | /s/ J. Bryant Kirkland III | |
J. Bryant Kirkland III | ||
Vice President, Treasurer and Chief Financial Officer |
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