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): DECEMBER 20, 2001
VECTOR GROUP LTD.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
1-5759 65-0949535
(Commission File Number) (I.R.S. Employer Identification No.)
100 S.E. SECOND STREET, MIAMI, FLORIDA 33131
(Address of principal executive offices) (Zip Code)
(305) 579-8000
(Registrant's telephone number, including area code)
(NOT APPLICABLE)
(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF CERTAIN ASSETS
DISTRIBUTION OF LADENBURG THALMANN FINANCIAL SERVICES INC. SHARES
On November 30, 2001, Vector Group Ltd. ("Vector") announced that it
would distribute its 12,694,929 shares of Ladenburg Thalmann Financial Services
Inc. ("LTS") common stock (AMEX: LTS) to holders of Vector common stock through
a special dividend. The special dividend was accomplished through a pro rata
distribution of the LTS shares, paid on December 20, 2001 to Vector holders of
record as of December 10, 2001. Vector received the LTS shares as a distribution
from New Valley Corporation ("New Valley"), its 56.3% owned subsidiary. Vector
stockholders received 0.348 LTS shares for each share of Vector.
LTS, formerly known as GBI Capital Management Corp., is a holding
company engaged in various broker-dealer businesses including retail,
institutional securities and principal and agency trading, primarily through its
wholly-owned subsidiaries Ladenburg Thalmann & Co. Inc. ("Ladenburg") and
Ladenburg Capital Management Inc., formerly known as GBI Capital Partners Inc.
("Ladenburg Capital"). Ladenburg, a full service-broker dealer that has been a
member of the New York Stock Exchange since 1879, provides its services
principally for middle market and emerging growth companies and high net worth
individuals through a coordinated effort among corporate finance, research,
capital markets, investment management, brokerage and trading professionals.
Ladenburg Capital, a broker-dealer subject to regulation by the SEC and the
NASD, acts as an introducing broker, market maker, underwriter and trader for
its own account. LTS's principal offices are located at 590 Madison Avenue, New
York, New York and its telephone number is 212-409-2000.
Howard M. Lorber and Bennett S. LeBow, executive officers and directors
of Vector, and Robert J. Eide, a director of Vector, also serve as directors of
LTS. Messrs. LeBow and Lorber serve as executive officers and directors of New
Valley, and Victor M. Rivas and Henry C. Beinstein, directors of LTS, serve as
directors of New Valley. Mr. Rivas also serves as President and Chief Executive
Officer of LTS. J. Bryant Kirkland III, New Valley's Vice President, Treasurer
and Chief Financial Officer, is Chief Financial Officer of LTS.
A press release issued by Vector Group Ltd. on November 30, 2001
announcing the distribution of the LTS shares is included as an exhibit hereto
and incorporated herein by reference.
SALE OF WESTERN REALTY INVESTMENTS LLC
On December 21, 2001, New Valley's affiliate Western Realty Development
LLC ("WRD") sold to Andante Limited, a Bermuda Company, all of the membership
interests in Western Realty Investments LLC, the entity through which WRD owns
the Ducat Place II office building in Moscow, Russia and the adjoining site for
the proposed development of Ducat Place III. WRD is a joint venture of New
Valley and Apollo Real Estate Fund III, L.P. ("Apollo").
The purchase price for the sale was approximately $42 million in cash
and the assumption of mortgage debt and payables. Of the net cash proceeds from
the sale after expenses, New Valley will receive approximately $21 million, and
Apollo will receive approximately $9 million. These amounts are subject to
adjustment based on final closing expenses.
2
The sale of Western Realty Investments was effected pursuant to an
Interest Purchase Agreement dated as of December 21, 2001 between WRD and
Andante Limited. The sale was negotiated on an arm's length basis between WRD
and Andante Limited. The purchaser is not affiliated with WRD or any of its
affiliates, or any director or officer of WRD, or any affiliate or associate of
any such director or officer.
New Valley is currently engaged in discussions to sell its remaining
real estate assets in Moscow, Russia, consisting of two sites located across the
Moscow River from the Kremlin.
The foregoing summary of the sale of Western Realty Investments is
qualified in its entirety by reference to the text of the Interest Purchase
Agreement and related agreements, which are included as exhibits hereto and are
incorporated herein by reference.
ITEM 5. OTHER EVENTS
The Investment Company Act of 1940, as amended (the "Investment Company
Act"), and the rules and regulations thereunder, require the registration of,
and impose various substantive restrictions on, companies that (i) engage
primarily in the business of investing, reinvesting or trading in securities or
(ii) engage in the business of investing, reinvesting, owning, holding or
trading in securities and own or propose to acquire "investment securities"
having a value exceeding 40% of a company's "total assets" (excluding United
States government securities and cash items). For purposes of the Investment
Company Act, "investment securities" include stocks, bonds and other securities,
but exclude United States government securities and securities issued by
majority-owned subsidiaries that are not investment companies. As a consequence
of the LTS distribution and the sale of Western Realty Investments LLC, more
that 40% of New Valley's "total assets" were placed in "investment securities"
under the test in clause (ii) above.
New Valley is relying on the temporary exemption from registration
provided by Rule 3a-2 under the Investment Company Act. As provided by the Rule,
the Board of Directors of New Valley has adopted a resolution that New Valley
will use reasonable efforts to become engaged, as soon as reasonably possible,
and, in any event, within the one-year period required by Rule 3a-2, primarily
in a business or businesses other than that of investing, reinvesting, owning,
holding or trading in securities, and that, if these reasonable efforts do not
result in New Valley's becoming engaged in such a business or businesses on or
prior to the end of the one-year period, New Valley will seek to obtain an
extension of such date or an exemption from the Securities and Exchange
Commission (the "SEC") or a no-action position from the SEC staff with respect
to registration under the Investment Company Act.
New Valley plans to become engaged in such a business or businesses (by
acquisitions or otherwise) within a time frame and in a manner so that it will
not be required to register under the Investment Company Act.
3
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(b) Pro Forma Financial Information.
The Pro Forma Condensed Consolidated Statement of Operations for the
year ended 1999 has been prepared giving effect to the distribution by New
Valley of a controlling interest in LTS to holders of New Valley common shares,
the distribution by Vector of the LTS shares received from New Valley to holders
of Vector common stock and the elimination of WRD's operations as a result of
the December 2001 sale of Western Realty Development LLC ("the Pro Forma
Transactions"). The 1999 historical operating results included operating results
for LTS and WRD from June 1, 1999, when the Company first consolidated New
Valley financial results, through December 31, 1999.
The Pro Forma Condensed Consolidated Statement of Operations for the
year ended December 31, 2000 has been prepared giving effect to the Pro Forma
Transactions. The Pro Forma Condensed Consolidated Statement of Operations for
the nine months ended September 30, 2001 and 2000 and the Pro Forma Condensed
Consolidated Balance Sheet as of September 30, 2001 have been prepared giving
effect to the Pro Forma Transactions. The pro forma financial information should
be read in conjunction with Vector's historical Consolidated Financial
Statements and the related notes thereto contained in Vector's Annual Report on
Form 10-K for the year ended December 31, 2000 and Quarterly Report on Form 10-Q
for the quarter ended September 30, 2001.
The Pro Forma Condensed Consolidated Statement of Operations for the
year ended December 31, 1999 was prepared as if the Pro Forma Transactions had
occurred prior to May 1, 1999. The Pro Forma Condensed Consolidated Statements
of Operations for the year ended December 31, 2000 and the nine months ended
September 30, 2000 were prepared as if the Pro Forma Transactions had occurred
prior to January 1, 2000. The Pro Forma Condensed Consolidated Statement of
Operations for the nine months ended September 30, 2001 was prepared as if the
Pro Forma Transactions had occurred prior to January 1, 2001. The Pro Forma
Condensed Consolidated Balance Sheet as of September 30, 2001 was prepared as if
the Pro Forma Transactions had occurred on September 30, 2001.
The pro forma financial information does not purport to show the
results which would actually have occurred had such transactions been completed
as of the date and for the period presented or which may occur in the future.
4
VECTOR GROUP LTD. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
Year Ended December 31, 1999
Pro Forma Adjustments
---------------------
LTS WRD
Historical Distribution Disposition Pro Forma
---------- ------------- ----------- ---------
Revenues:
Tobacco................................... $ 522,807 $ -- $ -- $ 522,807
Broker-dealer transactions................ 40,852 (40,852)(a) -- --
Real estate leasing....................... 3,386 -- -- 3,386
--------- ----------- ----------- ---------
Total revenues........................ 567,045 (40,852) -- 526,193
Expenses:
Cost of goods sold........................ 189,865 -- -- 189,865
Operating, selling, administrative and
general expenses........................ 306,228 (39,361)(a) -- 266,867
Settlement charges........................ (1,051) -- -- (1,051)
--------- ----------- ----------- ---------
Operating income...................... 72,003 (1,491) -- 70,512
Other income (expenses):
Interest and dividend income.............. 2,840 -- -- 2,840
Interest expense.......................... (54,378) -- -- (54,378)
Equity in loss of affiliate............... (11,315) -- -- (11,315)
Gain on BML............................... 7,050 -- -- 7,050
Loss in joint venture..................... (12,082) -- 12,082(c) --
Gain on sale of investments, net.......... 741 -- -- 741
Sale of assets............................ 12,172 -- -- 12,172
Gain on brands transaction................ 294,078 -- -- 294,078
Other, net................................ 1,966 -- -- 1,966
--------- ----------- ----------- ---------
Income from continuing operations
before provision for income
taxes and minority interests............ 313,075 (1,491) 12,082 323,666
Provision for income taxes................ 82,458 (195)(a) 2,376(c) 84,639
Minority interests........................ 5,467 (975)(b) 5,389(d) 1,053
--------- ----------- ----------- ---------
Income from continuing operations........... $ 236,084 $ (321) $ 4,317 $ 240,080
========= =========== =========== =========
Per basic common share:
Income from continuing operations......... $ 9.74 $ 9.90
==== ====
Basic weighted average common shares
outstanding............................. 24,243,734 24,243,734
========== ==========
Per diluted common share:
Income from continuing operations......... $ 7.99 $ 8.12
==== ====
Diluted weighted average common shares
outstanding............................. 29,559,427 29,559,427
========== ==========
5
VECTOR GROUP LTD. AND SUBSIDIARIES
NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
(DOLLARS IN THOUSANDS)
(a) Reflects the historical financial results of LTS for the period
May 24, 1999 through December 31, 1999.
(b) Pro forma adjustment to eliminate net effect of Vector's and New
Valley's minority interest for the year ended December 31, 1999.
(c) Eliminates the operations of WRD for the year ended December 31,
1999, which were accounted for using the equity method of
accounting.
(d) Pro forma adjustment to eliminate net effect of minority interest
in New Valley's equity investee for the year ended December 31,
1999.
6
VECTOR GROUP LTD. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
Year Ended December 31, 2000
Pro Forma Adjustments
---------------------
LTS WRD
Historical Distribution Disposition Pro Forma
---------- ------------- ------------ ----------
Revenues:
Tobacco................................... $ 646,322 $ -- $ -- $ 646,322
Broker-dealer transactions................ 90,111 (90,111)(a) -- --
Real estate leasing....................... 3,198 -- -- 3,198
--------- --------- ----------- ---------
Total revenues........................ 739,631 (90,111) -- 649,520
Expenses:
Cost of goods sold........................ 256,713 -- -- 256,713
Operating, selling, administrative and
general expenses........................ 437,453 (83,813)(a) -- 353,640
Settlement charges........................ (934) -- -- (934)
--------- --------- ----------- ---------
Operating income...................... 46,399 (6,298) -- 40,101
Other income (expenses):
Interest and dividend income.............. 6,301 -- -- 6,301
Interest expense.......................... (30,610) -- -- (30,610)
Equity in loss of affiliate............... (5,597) -- -- (5,597)
Income in joint venture................... 52,589 -- (52,589)(c) --
Gain on sale of investments, net.......... 7,271 -- -- 7,271
Sale of assets............................ 192,923 -- -- 192,923
Other, net................................ 2,071 -- -- 2,071
--------- --------- ----------- ---------
Income from continuing operations
before provision for income
taxes and minority interests............ 271,347 (6,298) (52,589) 212,460
Provision for income taxes................ 82,867 (1,084)(a) (10,511)(c) 71,273
Minority interests........................ (18,910) (3,398)(b) (22,981)(d) 7,469
--------- --------- ----------- ---------
Income from continuing operations........... $ 169,570 $ (1,816) $ (19,097) $ 148,657
========= ========= =========== =========
Per basic common share:
Income from continuing operations......... $ 6.87 $ 6.02
==== ====
Basic weighted average common shares
outstanding............................. 24,690,362 24,690,362
========== ==========
Per diluted common share:
Income from continuing operations......... $ 5.83 $ 5.11
==== ====
Diluted weighted average common shares
outstanding............................. 29,086,006 29,086,006
========== ==========
7
VECTOR GROUP LTD. AND SUBSIDIARIES
NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2000
(DOLLARS IN THOUSANDS)
(a) Reflects the historical financial results of LTS for the year ended
December 31, 2000.
(b) Pro forma adjustment to eliminate net effect of Vector's and New
Valley's minority interest for the year ended December 31, 2000.
(c) Eliminates the operations of WRD for the year ended December 31,
2000, which were accounted for using the equity method of
accounting.
(d) Pro forma adjustment to eliminate net effect of minority interest
in New Valley's equity investee for the year ended December 31,
2000.
8
VECTOR GROUP LTD. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
Nine Months Ended September 30, 2001
Pro Forma Adjustments
---------------------
LTS WRD
Historical Distribution Disposition Pro Forma
---------- ------------ ----------- ----------
Revenues:
Tobacco.................................................... $ 511,550 $ -- $ -- $ 511,550
Broker-dealer transactions................................. 58,593 (58,593)(a) -- --
Real estate leasing........................................ 7,604 -- (6,111)(c) 1,493
--------- ----------- -------- ---------
Total revenues........................................... 577,747 (58,593) (6,111) 513,043
Expenses:
Cost of goods sold......................................... 165,774 -- -- 165,774
Operating, selling, administrative, and general expenses... 386,878 (70,782)(a) (5,418)(c) 310,678
--------- ----------- -------- ---------
Operating income......................................... 25,095 12,189 (693) 36,591
Other income (expenses):
Interest and dividend income............................... 7,777 -- (58)(c) 7,719
Interest expense........................................... (9,134) -- 855(c) (8,279)
Loss on sale of investments, net........................... (51) -- -- (51)
Sale of assets............................................. 2,187 -- -- 2,187
Other, net................................................. (672) -- -- (672)
--------- ----------- -------- ---------
Income from continuing operations before provision
for income taxes and minority interests.................. 25,202 12,189 104 37,495
Provision for income taxes................................. 13,410 4,539 (a) (343)(c) 17,606
Minority interests......................................... 9,099 5,873 (b) 246(d) 2,980
--------- ----------- -------- ---------
Income from continuing operations............................ $ 20,891 $ 1,777 $ 201 $ 22,869
========= =========== ======== =========
Per basic common share:
Income from continuing operations.......................... $0.73 -- -- $0.80
==== ====
Basic weighted average common shares outstanding. 28,688,746 -- -- 28,688,746
========== ==========
Per diluted common share:
Income from continuing operations.......................... $0.60 -- -- $0.66
==== ====
Diluted weighted average common shares outstanding........... 34,688,506 -- -- 34,688,506
========== ==========
9
VECTOR GROUP LTD. AND SUBSIDIARIES
NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001
(DOLLARS IN THOUSANDS)
(a) Reflects the historical financial results of LTS for the nine
months ended September 30, 2001.
(b) Pro forma adjustment to eliminate net effect of Vector's and New
Valley's minority interest for the nine months ended September 30,
2001.
(c) Eliminates the operations of WRD for the nine months ended
September 30, 2001.
(d) Reflects pro forma adjustment to eliminate net effect of minority
interest in WRD for the nine months ended September 30, 2001.
10
VECTOR GROUP LTD. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
Nine Months Ended September 30, 2000
Pro Forma Adjustments
---------------------
LTS WRD
Historical Distribution Disposition Pro Forma
---------- ------------ ----------- ----------
Revenues:
Tobacco.................................................... $ 501,915 $ -- $ -- $ 501,915
Broker-dealer transactions................................. 61,605 (61,605)(a) -- --
Real estate leasing........................................ 2,369 -- -- 2,369
--------- ----------- ---------- ---------
Total revenues........................................... 565,889 (61,605) -- 504,284
Expenses:
Cost of goods sold......................................... 213,004 -- -- 213,004
Operating, selling, administrative, and general expenses... 325,610 (65,051)(a) -- 260,559
--------- ----------- ---------- ---------
Operating income......................................... 27,275 3,446 -- 30,721
Other income (expenses):
Interest and dividend income............................... 7,015 (3,872)(a) -- 3,143
Interest expense........................................... (29,643) -- -- (29,643)
Income from joint venture.................................. 52,580 -- (52,580)(c) --
Gain on sale of investments, net........................... 6,299 -- -- 6,299
Sale of assets............................................. 193,929 -- -- 193,929
Other, net................................................. 2,958 (4,729)(a) -- (1,771)
--------- ----------- ---------- ---------
Income from continuing operations before provision
for income taxes and minority interests.................. 260,413 (5,155) (52,580) 202,678
Provision for income taxes................................. 78,853 (815)(a) (10,509)(c) 67,529
Minority interests......................................... (19,279) (2,862)(b) (22,977)(d) 6,560
--------- ----------- ---------- ---------
Income from continuing operations............................ $ 162,281 $ (1,478) $ (19,094) $ 141,709
========= =========== ========== =========
Per basic common share:
Income from continuing operations.......................... $6.61 -- -- $5.77
==== ====
Basic weighted average common shares outstanding. 24,541,486 24,541,486
========== ==========
Per diluted common share:
Income from continuing operations.......................... $5.54 -- -- $4.84
==== ====
Diluted weighted average common shares outstanding........... 29,273,194 29,273,194
========== ==========
11
VECTOR GROUP LTD. AND SUBSIDIARIES
NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
(DOLLARS IN THOUSANDS)
(a) Reflects the historical financial results of LTS for the nine
months ended September 30, 2000.
(b) Pro forma adjustment to eliminate net effect of Vector's and New
Valley's minority interest for the nine months ended September 30,
2000.
(c) Eliminates the operations of WRD for the nine months ended
September 30, 2000.
(d) Reflects pro forma adjustment to eliminate net effect of minority
interest in WRD for the nine months ended September 30, 2000.
12
VECTOR GROUP LTD. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
September 30, 2001
Pro Forma Adjustments
---------------------
LTS WRD
Historical Distribution Disposition Pro Forma
---------- ------------ ----------- ---------
ASSETS:
Cash and cash equivalents...................... $234,507 $ (4,674)(a) $ 21,000 (d) $246,113
Investment securities available for sale....... 173,623 9,010 (b) (4,720)(d) 182,633
Trading securities owned by LTS................ 8,724 (8,724)(a) -- --
Accounts receivable - trade.................... 15,937 -- -- 15,937
Receivables from clearing brokers.............. 17,717 (17,717)(a) -- --
Other receivables.............................. 1,257 -- -- 1,257
Inventories.................................... 47,877 -- -- 47,877
Restricted assets.............................. 2,627 -- -- 2,627
Deferred income taxes.......................... 4,239 -- -- 4,239
Other current assets........................... 11,057 (5,981)(a) (1,696)(d) 3,380
-------- -------- -------- --------
Total current assets....................... 517,565 (28,086) 14,584 504,063
Property, plant and equipment, net............... 85,582 (12,998)(a) (15)(d) 72,569
Investment in real estate, net................... 110,605 -- (62,136)(d) 48,469
Long-term investments, net....................... 10,080 -- -- 10,080
Restricted assets................................ 6,176 (3,227)(a) -- 2,949
Deferred income taxes............................ 16,124 (7,273)(a) -- 8,851
Goodwill......................................... 19,389 (19,313)(a) (76)(d) --
Other assets..................................... 32,408 (5,065)(a) (341)(d) 27,002
-------- -------- -------- --------
Total assets............................... $797,929 $(75,962) $(47,984) $673,983
======== ======== ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Current portion of notes payable
and long-term debt........................... $ 5,650 $ (1,000)(a) $ (1,740)(d) $ 2,910
Margin loans payable........................... 2,647 -- -- 2,647
Accounts payable............................... 8,547 -- -- 8,547
Securities sold, not yet purchased............. 2,283 (2,283)(a) -- --
Accrued promotional expenses................... 22,890 -- -- 22,890
Accrued taxes payable.......................... 27,445 (702)(a) -- 26,743
Deferred income taxes.......................... 2,438 -- -- 2,438
Prepetition claims and restructuring accruals.. 5,315 -- -- 5,315
Other accrued liabilities...................... 59,724 (18,705)(A) (5,762)(d) 35,257
-------- -------- -------- --------
Total current liabilities.................. 136,939 (22,690) (7,502) 106,747
Notes payable, long-term debt and other
obligations, less current portion............ 281,922 (14,490)(a) (7,349)(d) 260,083
Noncurrent employee benefits..................... 15,333 -- -- 15,333
Deferred income taxes............................ 135,728 (4,158)(a) (481)(d) 131,089
Other liabilities................................ 60,713 -- (21,348)(d) 39,365
Minority interests............................... 83,904 (27,069)(c) (10,430)(e) 46,405
Commitments and contingencies....................
Stockholders' equity:
Preferred stock, par value $1.00 per share,
authorized 10,000,000 shares.................
Common stock, par value $0.10 per share;
authorized 100,000,000 shares, issued
36,036,690 shares, outstanding 31,548,753.... 3,155 -- -- 3,155
Additional paid-in capital..................... 280,029 (7,555)(a) -- 272,474
Deficit........................................ (181,589) -- (874)(d) (182,463)
Accumulated other comprehensive income......... 556 -- -- 556
Less: 4,487,937 shares of common stock in
treasury, at cost............................ (18,761) -- -- (18,761)
-------- --------- -------- --------
Total stockholders' equity................. 83,390 (7,555) (874) 74,961
-------- -------- -------- --------
Total liabilities and stockholders' equity. $797,929 $(75,962) $(47,984) $673,983
======== ======== ======== ========
13
VECTOR GROUP LTD. AND SUBSIDIARIES
NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
BALANCE SHEET
SEPTEMBER 30, 2001
(DOLLARS IN THOUSANDS)
(a) Reflects the historical financial results of LTS as of September 30,
2001.
(b) Reflects LTS convertible note receivable of $8,010 and LTS note
receivable of $1,000 held by New Valley following the LTS
distributions.
(c) Reflects impact on minority interest of the LTS distributions at
September 30, 2001.
(d) Reflects historical financial results of WRD as of September 30, 2001.
(e) Reflects impact on minority interest of WRD disposition at corporate
level.
14
(c) The following Exhibits are provided in accordance with the
provisions of Item 601 of Regulation S-K and are filed herewith unless otherwise
noted.
EXHIBIT INDEX
10.1 Interest Purchase Agreement dated December 21, 2001 between
Western Realty Development LLC, as the Seller, and Andante
Limited, as the Purchaser (incorporated by reference to Exhibit
10.1 to New Valley's Current Report on Form 8-K dated December 20,
2001).
10.2 Guaranty dated as of December 21, 2001 by New Valley Corporation
in favor of Andante Limited (incorporated by reference to Exhibit
10.2 to New Valley's Current Report on Form 8-K dated December 20,
2001).
99.1 Press release of Vector Group Ltd. dated November 30, 2001.
15
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
VECTOR GROUP LTD.
By: /s/ Joselynn D. Van Siclen
------------------------------------------
Vice President and Chief Financial Officer
Date: January 4, 2002
16