0000950144-01-507192.txt : 20011009
0000950144-01-507192.hdr.sgml : 20011009
ACCESSION NUMBER: 0000950144-01-507192
CONFORMED SUBMISSION TYPE: S-3/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20010925
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: VECTOR GROUP LTD
CENTRAL INDEX KEY: 0000059440
STANDARD INDUSTRIAL CLASSIFICATION: CIGARETTES [2111]
IRS NUMBER: 650949535
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: S-3/A
SEC ACT: 1933 Act
SEC FILE NUMBER: 333-69294
FILM NUMBER: 1743859
BUSINESS ADDRESS:
STREET 1: 100 S E SECOND ST
CITY: MIAMI
STATE: FL
ZIP: 33131
BUSINESS PHONE: 3055798000
FORMER COMPANY:
FORMER CONFORMED NAME: BROOKE GROUP LTD
DATE OF NAME CHANGE: 19920703
FORMER COMPANY:
FORMER CONFORMED NAME: LIGGETT & MYERS INC
DATE OF NAME CHANGE: 19760602
FORMER COMPANY:
FORMER CONFORMED NAME: LIGGETT GROUP INC
DATE OF NAME CHANGE: 19900815
S-3/A
1
g71820a1s-3a.txt
VECTOR GROUP, LTD.
1
As filed with the Securities and Exchange Commission on September 24, 2001
Registration No. 333-69294
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------------
VECTOR GROUP LTD.
(Exact name of registrant as specified in its charter)
DELAWARE 65-0949535
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
100 S.E. SECOND STREET
MIAMI, FLORIDA 33131
(305) 579-8000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
RICHARD J. LAMPEN
EXECUTIVE VICE PRESIDENT
VECTOR GROUP LTD.
100 S.E. SECOND STREET
MIAMI, FLORIDA 33131
(305) 579-8000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
-------------------------------
COPIES TO:
MARK J. MIHANOVIC, ESQ.
MCDERMOTT, WILL & EMERY
2049 CENTURY PARK EAST, 34TH FLOOR
LOS ANGELES, CA 90067
(310) 277-4110
-------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
================================================ ==================== ===================== ===================== =================
PROPOSED
TITLE OF EACH CLASS MAXIMUM OFFERING
OF SECURITIES TO AMOUNT TO BE PRICE AGGREGATE OFFERING AMOUNT OF
BE REGISTERED REGISTERED PER SECURITY PRICE REGISTRATION FEE
------------------------------------------------ -------------------- --------------------- --------------------- -----------------
$172,500,000 6 1/4% Convertible Subordinated $43,125(2)
Notes due July 15, 2008..................... $ 172,500,000(1) 100% $ 172,500,000
------------------------------------------------ -------------------- --------------------- --------------------- -----------------
Common Stock, $.10 par value................... 5,013,077(3) --(4)
================================================ ==================== ===================== ===================== =================
(1) Represents the aggregate principal amount of the notes issued by the
registrant.
(2) The Registration Fee was previously paid by the registrant in connection
with the initial filing of the Registration Statement on September 12, 2001.
(3) Represents 5,013,077 shares of common stock issuable upon conversion of the
notes at a conversion price of $34.41 per share of common stock. The initial
conversion price of $36.531 per share of common stock was adjusted to
reflect a cash dividend of $0.40 per share and a 5% stock dividend declared
by the registrant on September 12, 2001. Pursuant to Rule 416 under the
Securities Act, such number of shares of common stock registered hereby
shall include an indeterminate number of shares of common stock that may be
issued in connection with a stock split, stock dividend, recapitalization or
similar event.
(4) Pursuant to Rule 457(i), no additional filing fee is payable with respect to
the shares of common stock issuable upon conversion of the notes because no
additional consideration will be received in connection with the exercise of
the conversion privilege.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
2
EXPLANATORY NOTE
This Amendment No. 1 to the Registration Statement (No. 333-69294) on
Form S-3 of Vector Group Ltd. is being filed for the sole purpose of setting
forth the expenses payable by the Registrant in connection with this offering.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The aggregate estimated (other than the registration fee) expenses to
be paid by us in connection with this offering are as follows:
Securities and Exchange Commission registration fee...................... $ 43,125
Trustee's fees and expenses.............................................. 9,000
Accounting fees and expenses............................................. 15,000
Legal fees and expenses.................................................. 35,000
Miscellaneous............................................................ 7,875
--------
Total.............................................................. $110,000
========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law authorizes a court
to award, or a corporation's Board of Directors to grant, indemnity to officers
and directors in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act. Article VI of our By-Laws provides
for indemnification of our directors and officers to the maximum extent
permitted by law.
Section 102 of the Delaware General Corporation Law allows a
corporation to eliminate the personal liability of a director of a corporation
to the corporation or to any of its stockholders for monetary damages for a
breach of his fiduciary duty as a director, except in the case where the
director (i) breaches his duly of loyalty, (ii) fails to act in good faith,
engages in intentional misconduct or knowingly violates a law, (iii) authorizes
the payment of a dividend or approves a stock repurchase in violation of the
Delaware General Corporation Law or (iv) obtains an improper personal benefit.
Article Eighth of our Amended and Restated Certificate of Incorporation includes
a provision which eliminates directors' personal liability to the full extent
permitted under the Delaware General Corporation Law, as the same exists or may
hereafter be amended.
ITEM 16. EXHIBITS
The following exhibits are filed herewith or incorporated by reference herein:
EXHIBIT
NUMBER EXHIBIT TITLE
------- ----------------------------------------------------------
3.1 Amended and Restated Certificate of Incorporation of
Vector (incorporated by reference to Exhibit 3.1 in
Vector's Form 10-Q for the quarter ended September 30,
1999).
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3
3.2 Certificate of Amendment to the Amended and Restated
Certificate of Incorporation of Vector (incorporated by
reference to Exhibit 3.1 in Vector's Form 8-K dated May
24, 2000).
3.3 Bylaws of Vector (incorporated by reference to Exhibit
3.2. in Vector's Form 10-Q for the quarter ended June 30,
2000).
5 Opinion of McDermott, Will & Emery.*
10.1 Indenture, dated as of July 5, 2001, between Vector and
U.S. Bank Trust National Association (incorporated by
reference to Exhibit 10.1 in Vector's Form 8-K dated July
4, 2001).
10.2 Registration Rights Agreement, dated as of July 5, 2001,
between Vector and the Initial Purchaser set forth therein
(incorporated by reference to Exhibit 10.1 in Vector's
Form 8-K dated July 5, 2001).
12 Computation of Ratio of Earnings to Fixed Charges.*
23.1 Consent of PricewaterhouseCoopers LLP, independent public
accountants.*
23.2 Consent of McDermott, Will & Emery (included in Exhibit
5).*
24 Power of Attorney (included on signature page).*
25 Form T-1 Statement of Eligibility of Trustee for Indenture
under the Trust Indenture Act of 1939.*
-------------------
* Previously filed.
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(a) To include any prospectus required by Section 10(a)(3) of
the Securities Act,
(b) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a Fundamental Change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement,
(c) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
PROVIDED, HOWEVER, that clauses (a) and (b) do not apply if the registration
statement is on Form S-3, Form S-8 or Form F-3, and the information required to
be included in a post-effective amendment by such clauses is contained in
periodic reports filed with or furnished to the Securities and Exchange
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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4
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 15 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities, other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding, is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon
Rule 430A and contained in a form of prospectus filed by the
registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form
of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Amendment No. 1 to its Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Miami, State of Florida on September 21, 2001.
VECTOR GROUP LTD.
By: /s/ Richard J. Lampen
-----------------------------------
Richard J. Lampen
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on September 21, 2001.
*
-----------------------------
Bennett S. LeBow Chairman of the Board of Directors and Chief
Executive Officer)
*
-----------------------------
Joselynn D. Van Siclen Vice President, Chief Financial
Officer and Treasurer (Principal
Financial Officer and Principal
Accounting Officer)
*
-----------------------------
Robert J. Eide Director
*
-----------------------------
Howard M. Lorber Director
*
-----------------------------
Jeffrey S. Podell Director
*
-----------------------------
Jean E. Sharpe Director
*By: /s/ Richard J. Lampen
-------------------------------
Richard J. Lampen
Attorney-in-Fact
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