FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION NO. 333-121502
PROSPECTUS SUPPLEMENT NO. 2 DATED FEBRUARY 8, 2005
(TO PROSPECTUS DATED JANUARY 19, 2005)
VECTOR GROUP LTD.
5% VARIABLE INTEREST SENIOR CONVERTIBLE NOTES DUE NOVEMBER 15, 2011
AND
COMMON STOCK ISSUABLE UPON CONVERSION OF THE NOTES
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This prospectus supplement supplements the prospectus dated January 19,
2005 of Vector Group Ltd. relating to the sale by certain of our securityholders
(and their transferees, pledgees, donees and successors) of our 5% Variable
Interest Senior Convertible Notes due November 15, 2011 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 53 to 59 of the
prospectus is hereby amended to add the following additional selling
securityholders.
Number of
Number of Shares of
Shares of Number of Shares Common
Principal Amount Common Stock of Common Stock Stock
of Notes Percentage of Beneficially That May be Sold Beneficially Percentage of
Beneficially Notes Owned Before Pursuant to This Owned After Common Stock
Owned Outstanding This Prospectus This Outstanding
Name That May be Sold (1) Offering (2) Offering (3)
------------------ ------------------ --------------- -------------- ------------------- ------------- ---------------
Linden Capital $1,000,000 (6) 1.2% 0 51,099 0 *
LP (4)
Sunrise Partners $1,000,000 (6) 1.2% 0 51,099 0 *
Limited
Partnership (5)
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* Less than 1%.
(1) Amount of total notes outstanding includes the $11,566,000 aggregate
principal amount of additional notes issuable upon exercise of all the
remaining additional investment rights.
(2) Assumes conversion of all of the securityholders' notes at a conversion
price of $19.57 per share of common stock. The conversion price is subject
to 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.
(3) Calculated based on Rule 13d-3(d)(i) of the Exchange Act using shares of
common stock outstanding as of February 7, 2005. 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.
(4) Siu Min Wong has voting and/or investment power over these securities.
(5) S. Donald Sussman has voting and/or investment power over these
securities. The selling securityholder has informed us that (i) it is an
affiliate of Paloma Securities L.L.C., a registered broker-dealer, (ii) it
purchased the securities in the ordinary course of business, and (iii) at
the time of purchase, the selling securityholder had no agreements or
understandings, directly or indirectly, with any person to distribute the
securities.
(6) The notes shown in this prospectus supplement as owned by Linden Capital
LP and Sunrise Partners Limited Partnership are in addition to the
$3,820,000 and $5,180,000, respectively, principal amount of notes
previously reported in this prospectus as owned by such holders.
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Investing in the notes and our common stock involves risks, which are
described under "Risk Factors" beginning on page 14 of the prospectus.
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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 February 8, 2005.
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