-----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, Cro1mr809Hf2m8T4+1IFpkUIQwTB+HtjKpU+h4/gkdvMxu4d9Bc6W2vrA7EuQisC LBGZoAcCcIwQGRRjmuOuTw== 0000950144-08-004851.txt : 20080616 0000950144-08-004851.hdr.sgml : 20080616 20080616171449 ACCESSION NUMBER: 0000950144-08-004851 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080616 DATE AS OF CHANGE: 20080616 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-06295 FILM NUMBER: 08901224 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: LEBOW BENNETT S CENTRAL INDEX KEY: 0001005790 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O BROOKE GROUP LTD STREET 2: 100 SOUTHEAST SECOND STREET 32RD FLOOR CITY: MIAMI STATE: FL ZIP: 33131 BUSINESS PHONE: 3055798000 MAIL ADDRESS: STREET 1: C/O BROOK GROUP LTD STREET 2: 100 SOUTHEAST SECOND STREET 32RD FLOOR CITY: MIAMI STATE: FL ZIP: 33131 SC 13D/A 1 g13930sc13dza.htm VECTOR GROUP LTD. Vector Group Ltd.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 14)*
Vector Group Ltd.
(Name of Issuer)
Common Stock, $.10 Par Value
(Title of Class of Securities)
92240M-10-8
(CUSIP Number)
Bennett S. LeBow
c/o Vector Group Ltd.
100 S.E. Second Street, 32nd Floor
Miami, FL 33131
(305) 579-8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 12, 2008
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of § § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
*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 disclosures provided in a prior cover page.
The information required on 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).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

                     
CUSIP No.
  
92240M-10-8 
   Page  
2 
   of   
4 

 

           
1   NAMES OF REPORTING PERSONS

Bennett S. LeBow
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
 
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
       
  7   SOLE VOTING POWER
     
NUMBER OF   9,954,461 (see item 5)
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   109,597
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   9,954,461 (see item 5)
       
WITH 10   SHARED DISPOSITIVE POWER
     
    109,597
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  10,064,058 (see item 5)
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  15.3%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN

 

                     
CUSIP No.
  
92240M-10-8 
   Page  
3 
   of   
4 
     PRELIMINARY STATEMENT:
          This Amendment No. 14 amends the Schedule 13D filed by Bennett S. LeBow (the “Reporting Person”) with the Securities and Exchange Commission on February 21, 1995, as previously amended (as amended, the “Schedule 13D”), relating to the common stock, $.10 par value per share (the “Common Stock”), of Vector Group Ltd. (the “Company”). Unless otherwise defined herein, all terms used herein shall have the meanings ascribed to them in the Schedule 13D. All information in this Amendment to the Schedule 13D concerning the Common Stock has been adjusted to give effect to the annual 5% stock dividends paid to stockholders of the Company since 1999.
          Item 5 is hereby amended as follows:
     Item 5. INTEREST IN SECURITIES OF THE ISSUER
  (a)   As of June 16, 2008, the Reporting Person was the indirect beneficial owner of, in the aggregate, 10,064,058 shares of Common Stock, which constituted approximately 15.3% of the 62,865,310 shares of Common Stock outstanding on June 16, 2008 (plus 2,919,727 shares acquirable by the Reporting Person’s assignee upon exercise of currently exercisable options). The Reporting Person’s beneficial ownership includes currently exercisable options for 2,919,727 shares granted to the Reporting Person, pursuant to the Company’s 1999 Amended and Restated Long-Term Incentive Plan described in Amendment No. 7 to the Schedule 13D.
 
  (b)   The Reporting Person indirectly exercises sole voting power and sole dispositive power over (i) 6,409,129 shares of Common Stock through LeBow Gamma Limited Partnership, a Nevada limited partnership (ii) 625,605 shares of Common Stock through LeBow Epsilon Investments Trust, and (iii) 2,919,727 shares acquirable by LeBow Epsilon Investments Trust, as assignee of the Reporting Person, upon exercise of currently exercisable options to purchase Common Stock. LeBow Holdings, Inc., a Nevada corporation, is the sole stockholder of LeBow Gamma, Inc., a Nevada corporation, which is the general partner of LeBow Gamma Limited Partnership. The Reporting Person is a director, officer and sole shareholder of LeBow Holdings, Inc., a director and officer of LeBow Gamma, Inc. and the sole trustee of LeBow Epsilon Investments Trust. The Bennett and Geraldine LeBow Foundation, Inc., a Florida not-for-profit corporation, of which the Reporting Person and family members serve as directors and executive officers, owns 109,597 shares of Common Stock. The Reporting Person possesses shared voting power and shared dispositive power with the other directors of the foundation with respect to the foundation’s shares of Common Stock.
 
  (c)   On June 12, 2008, LeBow Gamma Limited Partnership and LeBow Epsilon Investments Trust, as assignees of the Reporting Person, exercised a total of 3,878,317 employee stock options at an exercise price of $6.29. The exercise price was paid by the delivery to the Company of 1,375,895 shares of Common Stock by LeBow Gamma Limited Partnership. The Common Stock delivered was valued at $17.73, the closing price on the date of exercise, as provided in the option agreement. On June 16, 2008, LeBow Epsilon Investments Trust transferred 343,974 shares of Common Stock to LeBow Gamma Limited Partnership.

 

 

                     
CUSIP No.
  
92240M-10-8 
   Page  
4 
   of   
4 
SIGNATURE
     After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
         
     
Dated: June 16, 2008  /s/ Bennett S. LeBow    
  Bennett S. LeBow   
     
 

 

-----END PRIVACY-ENHANCED MESSAGE-----