UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 1, 2006
(Exact name of registrant as specified in its charter)
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| Delaware
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1-5759
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65-0949535 |
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| (State of other jurisdiction
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(Commission
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(IRS Employer |
| of incorporation)
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File Number)
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Identification No.) |
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| 100 S.E. Second Street, Miami, Florida
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33131 |
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(Zip Code) |
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K fling is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
As previously announced, effective January 1, 2006, Howard M. Lorber, 57, became Chief
Executive Officer of the Vector Group Ltd. (the “Company”). Mr. Lorber had served as the Company’s
President and Chief Operating Officer and as a director since January 2001. He will continue to
serve as President and as a director. On January 1, 2006, Bennett S. LeBow, 68, who had served as
Chief Executive Officer of the Company since 1990, became Executive Chairman of the Board and will
continue to work closely with the Company’s management team.
Mr. Lorber had been President, Chief Operating Officer and a director of the Company since
January 2001. From November 1994 to December 2005, Mr. Lorber served as President and Chief
Operating Officer of New Valley Corporation, which became a wholly-owned subsidiary of the Company
in December 2005. Mr. Lorber was Chairman of the Board of Directors of Hallman & Lorber Assoc.
Inc., consultants and actuaries of qualified pension and profit sharing plans, and various of its
affiliates from 1975 to December 2004 and has been a consultant to these entities since January
2005; a stockholder and a registered representative of Aegis Capital Corp., a broker-dealer and a
member firm of the National Association of Securities Dealers, since 1984; Chairman of the Board of
Directors since 1987 and Chief Executive Officer since November 1993 of Nathan’s Famous, Inc., a
chain of fast food restaurants; a consultant to the Company and its Liggett Group Inc. subsidiary
from January 1994 to January 2001; a director of United Capital Corp., a real estate investment and
diversified manufacturing company, since May 1991; and the Chairman of the Board of Ladenburg
Thalmann Financial Services since May 2001. He is also a trustee of Long Island University.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective January 1, 2006, the By-Laws of the Company were amended to provide, among other
things, for the President of the Company to serve as its Chief Executive Officer.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
4.1 By-Laws of the Company.
2