VECTOR GROUP LTD 424(B)(3) 333-121502
 

Filed pursuant to Rule 424(b)(3)
Registration No. 333-121502

 
 

PROSPECTUS SUPPLEMENT NO. 5 DATED MARCH 18, 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

     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 Shares              
                        Number of Shares of     of Common Stock              
        Principal Amount           Common Stock     that May Be Sold     Number of Shares of        
        of Notes           Beneficially Owned     Pursuant To This     Common Stock     Percentage of  
        Beneficially Owned     Percentage of Notes     Before This     Prospectus     Beneficially Owned     Common Stock  
  Name     that May Be Sold     Outstanding     Offering     (1)     After this Offering     Outstanding (2)  
 
Ritchie Convertible Arbitrage Trading(3)
    $ 410,000       *       0         20,950         0       *  
 

*   Less than 1%.
 
(1)   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.
 
(2)   Calculated based on Rule 13d-3(d)(i) of the Exchange Act using shares of common stock outstanding as of March 17, 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.
 
(3)   Ritchie Capital Management acts as the Sub-Investment Advisor for the selling securityholder and exercises voting control and dispositive power over these securities. A.R. Thane Ritchie is the President of the Sub-Investment Advisor.

     Investing in the notes and our common stock involves risks, which are described under “Risk Factors” beginning on page 14 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 March 18, 2005.