UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K/A
CURRENT REPORT
Amendment No. 1
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 4, 2008
VECTOR GROUP LTD.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
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| 1-5759
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65-0949535 |
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| (Commission File Number)
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(I.R.S. Employer Identification No.) |
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| 100 S.E. Second Street, Miami, Florida
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33131 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
(305) 579-8000
(Registrant’s Telephone Number, Including Area Code)
(Not Applicable)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing 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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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Explanatory Note: Vector Group Ltd. hereby files this Amendment No. 1 to its Current Report
on Form 8-K, filed with the Securities and Exchange Commission (the
“SEC”) on April 8, 2008, in
order to include Item 9A. — Controls and Procedures for the
year ended December 31, 2007.
ITEM 8.01. Other Events.
Vector Group Ltd.’s (“Vector” or the “Company”) 11% Senior Secured Note due 2015
issued on August 16,
2007, as defined in Note 7, Notes Payable, Long-Term Debt and Other Obligations, to
Vector’s consolidated financial statements included in Vector’s Annual Report on Form 10-K for the
year ended December 31, 2007 (“Form 10-K”), have been fully and unconditionally guaranteed on a
joint and several basis by all of its 100%-owned subsidiaries that are engaged in the conduct of
the Company’s cigarette businesses. Pursuant to the terms of these guarantee agreements and prior
to registering these guarantees with the Securities and Exchange Commission (“SEC”), the Company is
required to present condensed consolidating financial information in its periodic reports filed
with the SEC under Regulation S-X, Rule 3-10, “Financial Statements of Guarantors and Issuers of
Guaranteed Securities Registered or Being Registered.” This
Current Report on Form 8-K/A updates
Items 8, 9A and 15 of the Company’s Form 10-K to include this condensed consolidating financial
information as Note 22, Condensed Consolidating Financial Information. The updates do not
represent a restatement of previously issued financial statements.
Items
8, 9A and 15 of the Company’s Form 10-K are set forth in
Exhibit 99.1, 99.2 and 99.8 hereto and
are incorporated by reference herein. The information contained in this
Current Report on Form 8-K is presented as of December 31, 2007 and, except as indicated above, has
not been updated to reflect financial results subsequent to that date or any other changes since
the date of the Company’s Form 10-K. Other than the note to the consolidated financial statements
discussed above, there are no changes to the Company’s previously reported consolidated operating
results, financial position, or cash flows. Therefore, this filing should be read together with
other documents the Company has filed with the SEC subsequent to the filing of its Form 10-K.
Information in such reports and documents updates and supersedes certain information in this
document.
Other Financial Statements of Certain Subsidiaries of Vector Group Ltd.
The
following financial statements for certain indirect 100%-owned subsidiaries of
Vector are included pursuant to Regulation S-X, Rule 3-16, “Financial Statements of Affiliates Whose
Securities Collateralize an Issue Registered or Being
Registered.” See Note 7 to Vector’s
consolidated financial statements.
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| Subsidiary |
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Exhibit |
Liggett Group LLC |
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99.3 |
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Vector Tobacco Inc. |
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99.4 |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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VECTOR GROUP LTD. |
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By:
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/s/ J. Bryant Kirkland III
J. Bryant Kirkland III
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Vice President and Chief Financial Officer |
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Date: April 8, 2008 |
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