VECTOR GROUP LTD false 0000059440 0000059440 2021-12-29 2021-12-29

 

 

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): December 30, 2021 (December 29, 2021)

 

 

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.)

 

4400 Biscayne Boulevard Miami Florida   33137
(Address of Principal Executive Offices)   (Zip Code)

(305) 579-8000

(Registrant’s Telephone Number, Including Area Code)

 

 

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):

 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to 12(b) of the Act:

 

Title of each class:

 

Trading
Symbol(s)

 

Name of each exchange
on which registered:

Common stock, par value $0.10 per share   VGR   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 7.01

Regulation FD Disclosure.

Completion of Douglas Elliman Spin-Off

On December 30, 2021 Vector Group Ltd. (“Vector Group”) announced that at 11:59 p.m., New York City time, on December 29, 2021, it completed the spin-off of Douglas Elliman Inc. (“Douglas Elliman”) into a standalone, publicly traded company. Douglas Elliman’s common stock will begin “regular way” trading on the New York Stock Exchange on December 30, 2021 under the symbol “DOUG”.

Vector Group will continue to operate its tobacco business, which includes the manufacturing and sale of cigarettes in the U.S. through its subsidiaries Liggett Group LLC and Vector Tobacco Inc., and will continue to own interests in numerous properties and real estate projects across the U.S. through New Valley LLC.

A copy of the press release related to the completion of the spin-off of Douglas Elliman is attached as Exhibit 99.1 and is incorporated herein by reference.

The information furnished under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of Vector Group’s filings under the Securities Act or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

This Current Report on Form 8-K contains forward-looking statements, which involve risk and uncertainties. The words “believe,” “expect,” “estimate,” “may,” “will,” “could,” “plan,” or “continue” and similar expressions are intended to identify forward-looking statements. Vector Group’s actual results could differ significantly from the results discussed in such forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those discussed under the heading “Risk Factors” in Vector Group’s Annual Report on Form 10-K for the year ended December 31, 2020 and in Vector Group’s Form 10-Q for the quarterly period ended September 30, 2021. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Current Report on Form 8-K. Vector Group undertakes no obligation to (and expressly disclaims any obligation to) revise or update any forward-looking statement, whether as a result of new information, subsequent events, or otherwise (except as may be required by law), in order to reflect any event or circumstance which may arise after the date of this Current Report on Form 8-K.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

99.1    Press release issued by Vector Group Ltd. on December 30, 2021, announcing the completion of the spin-off of Douglas Elliman Inc.
104    Cover Page Interactive Data File (embedded within the inline XRBL document).


SIGNATURES

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.
Date: December 30, 2021   By:  

/s/ J. Bryant Kirkland III

    Name: J. Bryant Kirkland III
    Title:   Senior Vice President,
   

Treasurer and Chief Financial Officer

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