1
FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION NO. 333-69294
PROSPECTUS SUPPLEMENT NO. 2 DATED OCTOBER 12, 2001
(TO PROSPECTUS DATED SEPTEMBER 28, 2001)
$172,500,000
VECTOR GROUP LTD.
6 1/4% CONVERTIBLE SUBORDINATED NOTES DUE JULY 15, 2008
AND
COMMON STOCK ISSUABLE UPON CONVERSION OF THE NOTES
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This prospectus supplement supplements the prospectus dated September
28, 2001 of Vector Group Ltd. relating to the sale by certain of our
securityholders (and their transferees, pledgees, donees and successors) of up
to $172,500,000 aggregate principal amount at maturity of our 6 1/4% Convertible
Subordinated Notes due July 15, 2008 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 44 to 47 of the
prospectus is hereby amended to add the following additional selling
securityholders.
Principal Amount of Percentage of Number of Shares of Percentage of
Notes Beneficially Notes Common Stock That Common Stock
Name Owned That May Be Sold Outstanding May Be Sold(1) Outstanding(2)
------------------------------ ----------------------- -------------------- ---------------------- ------------------
Onex Industrial Partners $6,516,500 3.8% 189,378 *
Limited
Pebble Capital Inc. $1,681,500 * 48,866 *
Silvercreek II Limited $6,442,000 3.7% 187,213 *
Silvercreek Limited $3,310,000 1.9% 96,192 *
Partnership
West 64 Limited $1,650,000 * 47,951 *
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* Less than 1%.
(1) Assumes conversion of all of the securityholder's notes at a conversion
price of $34.41 per share of common stock. The initial conversion price of
$36.531 per share has been adjusted to reflect a cash dividend of $0.40
per share of common stock and a 5% stock dividend paid by us on September
28, 2001. The conversion price is subject to further 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 31,548,753
shares of common stock outstanding as of October 11, 2001. 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.
Investing in the notes and our common stock involves risks, which are
described under "Risk Factors" beginning on page 11 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.
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The date of this prospectus supplement is October 12, 2001.