-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ItJSNxCHgcLtVt8krDXv+t0/2eQqRrBKPxsGTfLpeV/VoWyBU7Fd3WU/uDVfcgek 4TIUGOtRpVgroTGx81II8Q== 0000950144-01-509890.txt : 20020412 0000950144-01-509890.hdr.sgml : 20020412 ACCESSION NUMBER: 0000950144-01-509890 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20011210 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: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-69294 FILM NUMBER: 1809671 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 424B3 1 g73189b3e424b3.txt VECTOR GROUP LTD. FILED PURSUANT TO RULE 424(B)(3) REGISTRATION NO. 333-69294 PROSPECTUS SUPPLEMENT NO. 6 DATED DECEMBER 10, 2001 (to prospectus dated September 28, 2001) $172,500,000 VECTOR GROUP LTD. 6 1/4% Convertible Subordinated Notes Due July 15, 2008 and Common Stock Issuable Upon Conversion of the Notes This prospectus supplement supplements the prospectus dated September 28, 2001 of Vector Group Ltd. relating to the sale by certain of our securityholders (and their transferees, pledgees, donees and successors) of up to $172,500,000 aggregate principal amount at maturity of our 6 1/4% Convertible Subordinated Notes due July 15, 2008 and the common stock issuable upon conversion of the notes. You should read this prospectus supplement in conjunction with the prospectus, and this prospectus supplement is qualified by reference to the prospectus, except to the extent that the information in this prospectus supplement supercedes the information contained in the prospectus. The table of selling securityholders contained on pages 44 to 47 of the prospectus is hereby amended to add the following additional selling securityholders.
Principal Amount of Number of Shares of Percentage of Notes Beneficially Percentage of Common Stock That Common Stock Name Owned That May Be Sold Notes Outstanding May Be Sold(1) Outstanding(2) - ---- ---------------------- ----------------- ------------------- --------------- Jefferies & Company, Inc. $1,250,000 (3) * 36,326 *
- ---------------------- * Less than 1%. (1) Assumes conversion of all of the securityholder's notes at a conversion price of $34.41 per share of common stock. The initial conversion price of $36.531 per share has been adjusted to reflect a cash dividend of $0.40 per share of common stock and a 5% stock dividend paid by us on September 28, 2001. The conversion price is subject to further adjustment as described under "Description of Notes-Conversion Rights" and, as a result, the amount of common stock issuable upon conversion of the notes may increase or decrease in the future. (2) Calculated based on Rule 13d-3(d)(i) of the Exchange Act using 31,813,144 shares of common stock outstanding as of December 7, 2001. In calculating this amount, we treated as outstanding the number of shares of common stock issuable upon conversion of all of that particular securityholder's notes. We did not assume, however, the conversion of any other securityholder's notes. (3) The notes shown in this prospectus supplement as owned by Jefferies & Company, Inc. are in addition to the $19,160,000 principal amount of notes previously reported in this prospectus as owned by such holder. Investing in the notes and our common stock involves risks, which are described under "Risk Factors" beginning on page 11 of the prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ------------------------------- The date of this prospectus supplement is December 10, 2001.
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