SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
VECTOR GROUP LTD.
(NAME OF ISSUER)
Common Stock, $.10 Par Value
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(Title of Class of Securities)
112525-10-0
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(CUSIP Number)
Howard M. Lorber
100 S.E. Second Street
Miami, Florida 33131
(305) 579-8000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 18, 2004
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(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 which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d.1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) 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).
Page 1 of 6 Pages
CUSIP NO. 112525-10-0 13D Page 2 of 6 Pages
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HOWARD M. LORBER
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(See Instructions) (b) [ ]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS (See Instructions)
OO
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(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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(7) SOLE VOTING POWER
NUMBER OF 2,630,648 (includes 1,535,297 acquirable upon
SHARES exercise of options)
BENEFICIALLY --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY --
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 2,630,648 (includes 1,535,297 acquirable upon
exercise of options)
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(10) SHARED DISPOSITIVE POWER
--
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,630,648 (includes 1,535,297 acquirable upon exercise of options)
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(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.48%
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(14) TYPE OF REPORTING PERSON (See Instructions)
IN
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PRELIMINARY STATEMENT:
This Amendment No. 1 amends the Schedule 13D filed by Howard
M. Lorber with the Securities and Exchange Commission on May 3, 2000 (the
"Schedule 13D"), relating to the common stock, $.10 par value per share (the
"Common Stock"), of Vector Group Ltd. (formerly Brooke Group Ltd.) (the
"Company"). All information in this Amendment to the Schedule 13D concerning the
Common Stock has been adjusted to give effect to the 5% stock dividends paid to
stockholders of the Company on September 30, 1999, September 28, 2000, September
28, 2001, September 27, 2002 and September 29, 2003.
The Schedule 13D is hereby amended and restated as follows:
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D is being filed with respect to
the Common Stock, $.10 par value per share (the "Common Stock"), of Vector Group
Ltd., a Delaware corporation (the "Company"), which has its principal executive
office at 100 S.E. Second Street, Miami, Florida 33131.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is being filed by Howard M. Lorber, a United
States citizen. Mr. Lorber's business address is 100 S.E. Second Street, Miami,
Florida 33131. Mr. Lorber has served as President, Chief Operating Officer and a
director of the Company since January 2001. Since 1994, Mr. Lorber has been
President and Chief Operating Officer of New Valley Corporation ("New Valley"),
where he also serves as a director. New Valley, a majority-owned subsidiary of
the Company, is engaged in the real estate business and is seeking to acquire
additional operating companies.
During the last five years, Mr. Lorber has not been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
nor has he been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
See the information set forth under Item 6.
ITEM 4. PURPOSE OF TRANSACTION.
See the information set forth under Item 6.
Mr. Lorber reserves the right to acquire additional shares of
Common Stock at any time and from time to time in public or private
transactions, whether from third parties or otherwise. Likewise, Mr. Lorber
reserves the right to dispose of any or all of the shares in whole or in part,
in public or private transactions, whether to third parties or otherwise.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of March 18, 2004, Mr. Lorber is the beneficial owner of, in the
aggregate, 2,630,648 shares of Common Stock, which constituted approximately
6.48% of the 39,087,653 shares of Common Stock outstanding (plus 1,535,297
shares acquirable by Mr. Lorber upon exercise of currently exercisable
Page 3 of 6 Pages
options). Mr. Lorber's beneficial ownership includes 1,535,297 options for
Common Stock, granted to Mr. Lorber pursuant to the option agreements referred
to in Item 6.
(b) Mr. Lorber exercises sole voting power and sole dispositive power
over (i) 1,095,351 shares of Common Stock held by Lorber Epsilon 1999 Limited
Partnership, a Delaware limited partnership, and (ii) 1,535,297 shares of Common
Stock acquirable by Mr. Lorber upon exercise of currently exercisable options.
Lorber Epsilon 1999 LLC, a Delaware limited liability company, is the general
partner of Lorber Epsilon 1999 Limited Partnership. Lorber Alpha II Limited
Partnership, a Nevada limited partnership, is the sole member of, and Mr. Lorber
is the manager of, Lorber Epsilon 1999 LLC. Lorber Alpha II, Inc., a Nevada
corporation, is the general partner of Lorber Alpha II Limited Partnership. Mr.
Lorber is a director, officer and controlling shareholder of Lorber Alpha II,
Inc.
Mr. Lorber disclaims beneficial ownership of 10,803 shares of
Common Stock held by Lorber Charitable Fund. Lorber Charitable Fund is a New
York not-for-profit corporation, of which family members of Mr. Lorber serve as
directors and executive officers.
(c) On March 18, 2004, Mr. Lorber sold in the open market on the New
York Stock Exchange 500,000 shares of Common Stock for $17.10 per share.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
In December 2002, Lorber Epsilon 1999 Limited Partnership
acquired the 1,095,351 shares of Common Stock it currently holds pursuant to a
December 1996 option agreement, which granted Mr. Lorber options to purchase
shares of Common Stock at $.78 per share. Mr. Lorber had previously assigned the
options to Lorber Epsilon 1999 Limited Partnership.
Mr. Lorber has the right to acquire 638,139 shares of Common
Stock pursuant to a July 1998 options grant under the Company's 1998 Long-Term
Incentive Plan, which allows Mr. Lorber to purchase shares of Common Stock at
$7.64 per share. These options, which have a ten-year term, are currently
exercisable.
Mr. Lorber has the right to acquire 607,752 shares of Common
Stock pursuant to a November 1999 options grant under the Company's 1999
Long-Term Incentive Plan, which allows Mr. Lorber to purchase shares of Common
Stock at $12.70 per share. These options, which have a ten-year term, are
currently exercisable. Common Stock dividend equivalents are paid on each option
share.
Mr. Lorber has the right to acquire 289,406 shares of Common
Stock pursuant to a January 2001 options grant under the Company's 1999
Long-Term Incentive Plan, which allows Mr. Lorber to purchase shares of Common
Stock at $16.52 per share. These options, which have a ten-year term, are
currently exercisable. Common Stock dividend equivalents are paid on each option
share.
Page 4 of 6 Pages
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit E: Vector Group Ltd. 1998 Long-Term Incentive Plan
(incorporated by reference to the Appendix to the
Company's Proxy Statement dated September 15, 1998).
Exhibit F: Stock Option Agreement, dated July 20, 1998,
between the Company and Mr. Lorber (incorporated by
reference to Exhibit 10.3 in the Company's Form 10-Q
for the quarter ended September 30, 1998).
Exhibit G: Vector Group Ltd. 1999 Long-Term Incentive Plan
(incorporated by reference to the Appendix to the
Company's Proxy Statement dated April 18, 2000).
Exhibit H: Stock Option Agreement, dated November 4, 1999,
between the Company and Mr. Lorber (incorporated by
reference to Exhibit 10.63 in the Company's Form 10-K
for the year ended December 31, 1999).
Exhibit I: Stock Option Agreement, dated January 22, 2001,
between the Company and Mr. Lorber (incorporated by
reference to Exhibit 10.2 in the Company's Form 10-Q
for the quarter ended March 31, 2001).
Page 5 of 6 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.
Dated: March 18, 2004
By: /s/ Howard M. Lorber
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Name: Howard M. Lorber
Page 6 of 6 Pages