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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act
of 1934
(Amendment No. 8 )*
LADENBURG THALMANN FINANCIAL SERVICES INC.
(Name of Issuer)
Common Stock, par value $.0001 per share
(Title of Class of Securities)
(CUSIP Number)
Richard J. Lampen
Executive Vice President & General
Counsel
New Valley LLC
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)
(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.
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| CUSIP No. 50575Q 10 2
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Page 3 of 4 Pages |
This Amendment No. 8 amends the statement on Schedule 13D originally filed with the
Securities and Exchange Commission on February 8, 2001 (as amended, the “Schedule 13D”), with
respect to the Common Stock, par value $.0001 per share (the “Common Stock”), of Ladenburg Thalmann
Financial Services Inc. (formerly known as GBI Capital Management Corp.), a Florida corporation
(the “Company”). Other than as set forth herein, there has been no material change in the
information set forth in the Schedule 13D. All capitalized terms not otherwise defined herein shall
have the meanings ascribed thereto in the Schedule 13D.
Item 5. Interest in Securities of the Issuer
Items 5(a), 5(b), 5(c) and 5(e) of the Schedule 13D are hereby amended to read as follows:
(a) As of the date hereof, Bennett S. LeBow beneficially owns 7,471,856 shares of Common Stock
of the Company, which constitutes approximately 4.9% of the 150,218,934 shares of Common Stock of
the Company outstanding (as reported in the Company’s Quarterly Report on Form 10-Q for the quarter
ended March 31, 2006 and assuming the issuance of 40,000 shares of Common Stock upon exercise of
presently exercisable options held by Mr. LeBow).
(b) As of the date hereof, the 7,471,856 shares of Common Stock beneficially owned by Mr.
LeBow include (i) 1,263,526 shares of Common Stock held directly by Mr. LeBow, (ii) 5,799,612
shares of Common Stock held by LeBow Gamma Limited Partnership, a Nevada limited partnership, (iii)
198,423 shares of Common Stock held by LeBow Alpha LLLP, a Delaware limited liability limited
partnership, (iv) 170,295 shares of Common Stock held by The Bennett and Geraldine LeBow Foundation
Inc. (“Foundation”), a Florida not-for-profit corporation, and (v) 40,000 shares of Common Stock
issuable upon exercise of currently exercisable options held by Mr. LeBow. Mr. LeBow indirectly
possesses sole voting power and sole dispositive power over the shares of Common Stock held by the
partnerships. 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, and is
the general partner of LeBow Alpha LLLP. Mr. LeBow is a director, officer and the sole stockholder
of LeBow Holdings Inc. and a director and officer of LeBow Gamma Inc. Mr. LeBow and family members
serve as directors and executive officers of the Foundation, and Mr. LeBow 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 May 9, 2006, Mr. LeBow transferred 100,000 shares of Common Stock to LeBow Family
Irrevocable Trust, a trust whose beneficiaries are the children and grandchildren of Mr. LeBow. Mr.
LeBow does not possess voting or dispositive power with respect to these shares. Except for this
transaction, none of the Reporting Persons, and to the knowledge of the Reporting Persons, none of
their respective directors and executive officers, has effected any other transactions in the
Common Stock of the Company in the past 60 days, except for (i) Richard J. Lampen, Executive Vice
President of Vector Group Ltd. and New Valley LLC, and J. Bryant Kirkland III, Vice President and
Chief Financial Officer of Vector Group Ltd. and New Valley LLC, who purchased 100,000 and 33,334
shares of Common Stock, respectively, in a private placement on April 27, 2006 at $0.45 per share
and (ii) Howard M. Lorber, the President and Chief Executive Officer of Vector Group Ltd. and New
Valley LLC, who made a charitable gift on March 29, 2006 of 500,000 shares of Common Stock.
(e) On May 9, 2006, Mr. LeBow ceased to be the beneficial owner of more than 5% of the Common
Stock of the Company.