-----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, QeQuraHVPmbdLt4f75NyDYYqtjWRtih/p1eTX5nk9bCUkneknGqa21TUpoB1nDpn IO37EgMoWBObn24a1+YmOQ== 0000905148-06-001156.txt : 20060209 0000905148-06-001156.hdr.sgml : 20060209 20060208180149 ACCESSION NUMBER: 0000905148-06-001156 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060209 DATE AS OF CHANGE: 20060208 GROUP MEMBERS: JEFFERIES ASSET MANAGEMENT, LLC GROUP MEMBERS: JEFFERIES PARAGON MASTER FUND, LTD. SUBJECT COMPANY: 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: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-06295 FILM NUMBER: 06590211 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 GROUP INC DATE OF NAME CHANGE: 19900815 FORMER COMPANY: FORMER CONFORMED NAME: LIGGETT & MYERS INC DATE OF NAME CHANGE: 19760602 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Jefferies Asset Management, LLC CENTRAL INDEX KEY: 0001301743 IRS NUMBER: 651211841 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: THE METRO CENTER STREET 2: ONE STATION PLACE, THREE NORTH CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: (203) 708-6500 MAIL ADDRESS: STREET 1: THE METRO CENTER STREET 2: ONE STATION PLACE, THREE NORTH CITY: STAMFORD STATE: CT ZIP: 06902 SC 13G 1 efc6-0483_5829246fm13g.txt UNITED STATES SECURITIES EXCHANGE COMMISSION Washington, D.C. 20549 - ------------------------------------------------------------------------------- SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) VECTOR GROUP LTD. ----------------- (Name of Issuer) Common Stock, par value $.10 per share ---------------------------------------------- (Title of Class of Securities) 92240M108 -------------------- (CUSIP Number) January 30, 2006 ---------------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |_| Rule 13d-1(b) |X| Rule 13d-1(c) |_| Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Continued on following pages Page 1 of 9 Pages Exhibit Index: Page 8 SCHEDULE 13G CUSIP No.: 92240M108 Page 2 of 9 Pages ................................................................................ 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). JEFFERIES PARAGON MASTER FUND, LTD. ................................................................................ 2 Check the Appropriate Box if a Member of a Group (a) |_| (b) |_| ................................................................................ 3. SEC Use Only ................................................................................ 4. Citizenship or Place of Organization Cayman Islands, British West Indies ................................................................................ Number of Shares 5. Sole Voting Power None Beneficially ............................................................ Owned by Each 6. Shared Voting Power 1,730,203 Reporting Person ...... ..................................................... With 7. Sole Dispositive Power None ...... ..................................................... 8. Shared Dispositive Power 1,730,203 ................................................................................ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,730,203 ................................................................................ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |X|(1) ................................................................................ 11. Percent of Class Represented by Amount in Row (9) 3.5% based on 49,865,936 shares outstanding as of January 30, 2006. ................................................................................ 12. Type of Reporting Person: CO ________________________ (1) Jefferies Asset Management, LLC (the "Manager"), through certain portfolio management professionals (the "Portfolio Managers"), serves as investment manager for, and makes investment and trading decisions for, the Jefferies Paragon Master Fund, Ltd. (the "Fund"). The Portfolio Managers make such decisions independently from decisions made for other entities or accounts. The Manager does not report beneficial ownership of securities for the Fund on an aggregate basis with other entities that are or may be deemed affiliates of the Fund or the Manager. Therefore, the amount in Row (9) excludes shares, if any, beneficially owned by such other entities. For more information, please see Item 4(b) herein. CUSIP No.: 92240M108 Page 3 of 9 Pages ................................................................................ 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). JEFFERIES ASSET MANAGEMENT, LLC ................................................................................ 2. Check the Appropriate Box if a Member of a Group (a) |_| (b) |_| ................................................................................ 3. SEC Use Only ................................................................................ 4. Citizenship or Place of Organization Delaware ................................................................................ Number of Shares 5. Sole Voting Power None Beneficially ............................................................ Owned by Each 6. Shared Voting Power 1,730,203 Reporting Person ............................................................ With 7. Sole Dispositive Power None ...... ..................................................... 8. Shared Dispositive Power 1,730,203 ................................................................................ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,730,203 ................................................................................ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |X|(1) ................................................................................ 11. Percent of Class Represented by Amount in Row (9) 3.5% based on 49,865,936 shares outstanding as of January 30, 2006. ................................................................................ 12. Type of Reporting Person: OO ________________________ (1) Jefferies Asset Management, LLC (the "Manager"), through certain portfolio management professionals (the "Portfolio Managers"), serves as investment manager for, and makes investment and trading decisions for, the Jefferies Paragon Master Fund, Ltd. (the "Fund"). The Portfolio Managers make such decisions independently from decisions made for other entities or accounts. The Manager does not report beneficial ownership of securities for the Fund on an aggregate basis with other entities that are or may be deemed affiliates of the Fund or the Manager. Therefore, the amount in Row (9) excludes shares, if any, beneficially owned by such other entities. For more information, please see Item 4(b) herein. Page 4 of 9 Pages Item 1(a). Name of Issuer: Vector Group Ltd. (the "Issuer") Item 1(b). Address of Issuer's Principal Executive Offices: 100 S.E. Second Street, Miami, FL 33131. Item 2(a). Name of Person Filing This Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): i) Jefferies Paragon Master Fund, Ltd. (the "Fund"); and ii) Jefferies Asset Management, LLC (the "Manager"). This Statement relates to Shares (as defined herein) held for the account of the Fund. The Manager serves as investment manager of the Fund. In such capacity, the Manager may be deemed to have voting and dispositive power over the Shares held for the account of the Fund. Item 2(b). Address of Principal Business Office or, if None, Residence The address of the principal business office of each of the Fund and the Manager is The Metro Center, One Station Place, Three North, Stamford, Connecticut 06902. Item 2(c). Citizenship i) The Fund is a Cayman Islands exempted company; ii) The Manager is a Delaware limited liability company. Item 2(d). Title of Class of Securities: Common Stock, par value $.10 per share (the "Shares") Item 2(e). CUSIP Number: 92240M108 Item 3. If This Statement is Filed Pursuant to ss.ss.240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a: This Item 3 is not applicable. Page 5 of 9 Pages Item 4. Ownership: Item 4(a). Amount Beneficially Owned: As of February 7, 2006, each of the Fund and the Manager may be deemed to be the beneficial owner of 1,730,203 Shares. This amount consists of: (A) 1,500,000 Shares held for the account of the Fund; and (B) 230,203 Shares issuable upon the conversion of certain notes held for the account of the Fund. Item 4(b). Percent of Class: The number of Shares of which each of the Fund and the Manager may be deemed to be the beneficial owner constitutes approximately 3.5% of the total number of Shares outstanding (based upon information provided by the Issuer in its registration statement on Form S-3 filed with the Securities and Exchange Commission on January 31, 2006, there were approximately 49,865,936 shares outstanding as of January 30, 2006). The Manager, through certain portfolio management professionals (the "Portfolio Managers"), serves as investment manager for, and makes investment and trading decisions for, the Fund. The Portfolio Managers make such decisions independently from decisions made for other entities or accounts. The Manager does not report beneficial ownership of securities for the Fund on an aggregate basis with other entities that are or may be deemed affiliates of the Fund or the Manager. The Shares reported herein were acquired by the Fund in a private transaction with the issuer involving the participation of certain entities that are or may be affiliates of the Manager, including Jefferies & Company, Inc., which acted as placement agent for the offering. Although the Reporting Persons themselves have not acquired sufficient Shares such as to be required to file this Schedule 13G pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, the Reporting Persons have decided to file this Schedule 13G out of an over abundance of caution should aggregation be deemed appropriate under the circumstances. The Reporting Persons are aware that certain other entities that are or may be affiliates of the Manager are also filing a separate Schedule 13G with regard to their beneficial ownership of the Shares. Item 4(c). Number of Shares of which such person has: The Fund, and The Manager: (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 1,730,203 (iii) Sole power to dispose or direct the disposition of: 0 (iv) Shared power to dispose or direct the disposition of: 1,730,203 Item 5. Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X]. Item 6. Ownership of More than Five Percent on Behalf of Another Person: This Item 6 is not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: See disclosure in Item 2 hereof. Item 8. Identification and Classification of Members of the Group: See disclosure in Item 2 hereof. Item 9. Notice of Dissolution of Group: This Item 9 is not applicable. Item 10. Certification: By signing below each of the Reporting Persons certifies that, to the best of their knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 7 of 9 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 8, 2006 JEFFERIES PARAGON MASTER FUND, LTD. By: Jefferies Asset Management, LLC As Investment Manager By: /s/ Joseph Contorinis ------------------------------- Name: Joseph Contorinis Title: Executive Vice President Date: February 8, 2006 JEFFERIES ASSET MANAGEMENT, LLC By: /s/ Joseph Contorinis ------------------------------- Name: Joseph Contorinis Title: Executive Vice President Page 8 of 9 Pages EXHIBIT INDEX Ex. Page No. A. Joint Filing Agreement, dated February 8, 2006 by and among Jefferies Paragon Master Fund, Ltd., and Jefferies Asset Management, LLC............................ 9 Page 9 of 9 Pages EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Vector Group Ltd. dated as of February 8, 2006 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. Date: February 8, 2006 JEFFERIES PARAGON MASTER FUND, LTD. By: Jefferies Asset Management, LLC As Investment Manager By: /s/ Joseph Contorinis ------------------------------- Name: Joseph Contorinis Title: Executive Vice President Date: February 8, 2006 JEFFERIES ASSET MANAGEMENT, LLC By: /s/ Joseph Contorinis ------------------------------- Name: Joseph Contorinis Title: Executive Vice President -----END PRIVACY-ENHANCED MESSAGE-----