<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 7)*
VECTOR GROUP LTD.
------------------------------
(NAME OF ISSUER)
COMMON STOCK, $.10 PAR VALUE
------------------------------
(TITLE OF CLASS OF SECURITIES)
92240M-10-8
------------------------------
(CUSIP NUMBER)
MARC N. BELL
VICE PRESIDENT AND GENERAL COUNSEL
VECTOR GROUP LTD.
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)
MAY 23, 2000
-------------------------------------------------------
(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 ss. ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ] .
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 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).
<PAGE> 2
SCHEDULE 13D
- ------------------------ ---------------------
CUSIP NO. 92240M-10-8 PAGE 2 OF 5 PAGES
- ------------------------ ---------------------
=============== ==============================================================
Name of Reporting Person
1 S.S. or I.R.S. Identification No. of Above Person
Bennett S. LeBow
=============== ==============================================================
2 Check the Appropriate Box if a Member of a Group*
(a) [ ]2
(b) [ ]3
=============== ==============================================================
3 SEC Use Only
=============== ==============================================================
4 Source of Funds*
=============== ==============================================================
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
[ ]5
=============== ==============================================================
6 Citizenship or Place of Organization
United States
========================== ======= ===========================================
7 Sole Voting Power
Number of 10,098,908 (see item 5)
========================== ======= ===========================================
Shares 8 Shared Voting Power
566,045
========================== ======= ===========================================
Beneficially 9 Sole Dispositive Power
Owned by Each 10,098,908 (see item 5)
========================== ======= ===========================================
Reporting Person 10 Shared Dispositive Power
With 566,045
=============== ==============================================================
11 Aggregate Amount Beneficially Owned by Each Reporting Person
10,664,953 (see item 5)
=============== ==============================================================
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]7
=============== ==============================================================
13 Percent of Class Represented by Amount in Row (11)
45.77%
=============== ==============================================================
14 Type of Reporting Person* IN
=============== ==============================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
SCHEDULE 13D
- ------------------------ ---------------------
CUSIP NO. 92240M-10-8 PAGE 3 OF 5 PAGES
- ------------------------ ---------------------
PRELIMINARY STATEMENT:
This Amendment No. 7 amends the Schedule 13D filed by Bennett
S. LeBow (the "Reporting Person") with the Securities and Exchange Commission on
February 21, 1995, as previously amended by Amendments No. 1-6 thereto (as
amended, the "Schedule 13D"), relating to the common stock, $.10 par value per
share (the "Common Stock"), of Vector Group Ltd. (formerly Brooke Group Ltd.)
(the "Company"). Unless otherwise defined herein, all terms used herein shall
have the meanings ascribed to them in the Schedule 13D. All information in this
amendment to the Schedule 13D concerning the Common Stock has been adjusted to
give effect to the 5% stock dividend paid to stockholders of the Company on
September 30, 1999.
Item 5 is hereby amended as follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of May 25, 2000, the Reporting Person was the
indirect beneficial owner of, in the aggregate,
10,664,953 shares of Common Stock, which constituted
approximately 45.77% of the 21,989,782 shares of
Common Stock outstanding (plus 1,312,5000 shares
acquirable by the Reporting Person or his assignee
within 60 days upon exercise of options). The
Reporting Person's beneficial ownership includes
currently exercisable options for 656,250 shares
granted to the Reporting Person, pursuant to the
Company's 1998 Long-Term Incentive Plan described in
Amendment No. 5 to the Schedule 13D, and options for
656,250 shares granted to the Reporting Person,
pursuant to the Company's 1999 Long-Term Incentive
Plan described in Item 6, which the Reporting Person
has the right to acquire within 60 days.
(b) The Reporting Person indirectly exercises sole voting
power and sole dispositive power over (i) 1,226,408
shares of Common Stock through LeBow Limited
Partnership, a Delaware limited partnership, (ii)
7,560,000 shares through LeBow Gamma Limited
Partnership, a Nevada limited partnership, (iii)
656,250 shares acquirable by LeBow Epsilon 1999
Limited Partnership, a Delaware limited partnership,
as assignee of the Reporting Person, upon exercise of
currently exercisable options, and (iv) 656,250
shares acquirable within 60 days by the Reporting
Person upon exercise of options. LeBow Holdings,
Inc., a Nevada corporation, is the general partner of
LeBow Limited Partnership and is the sole stockholder
of LeBow Gamma Inc., a Nevada corporation, which is
the general partner of LeBow Gamma Limited
Partnership. LeBow Epsilon 1999 LLC, a Delaware
limited liability company, is the general partner of
LeBow Epsilon 1999 Limited Partnership. The Reporting
Person is a director, officer and sole shareholder of
LeBow Holdings Inc., a director and officer of LeBow
Gamma Inc. and the sole member and manager of LeBow
Epsilon 1999 LLC. The Bennett and Geraldine LeBow
Foundation, Inc., a Florida not-for-profit
corporation, of which the Reporting Person and family
members serve as directors and executive officers,
owns 566,045 shares of Common Stock. The Reporting
Person 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.
Item 6 is hereby amended as follows:
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
(a) As of May 25, 2000, 873,390 shares of Common Stock
are pledged by LeBow Limited Partnership to U.S.
Clearing Corp. to secure a margin loan to the
Reporting Person.
(b) On November 4, 1999, the Company granted a
non-qualified stock option to the Reporting Person
pursuant to the Company's 1999 Long-Term Incentive
Plan (the "1999 Plan"). The grant of the option to
the Reporting Person was conditioned upon the
<PAGE> 4
SCHEDULE 13D
- ------------------------ ---------------------
CUSIP NO. 92240M-10-8 PAGE 4 OF 5 PAGES
- ------------------------ ---------------------
approval of the 1999 Plan by the Company's
stockholders, which approval was granted at the
Company's annual meeting on May 24, 2000. Under the
option, the Reporting Person has the right to
purchase 1,500,000 shares of Common Stock at an
exercise price of $15 7/16 per share (the fair market
value of a share of Common Stock on the date of
grant). Common Stock dividend equivalents will be
paid currently with respect to each share underlying
the unexercised portion of the option. The option has
a ten-year term and becomes exercisable on the fourth
anniversary of the date of grant. However, the option
will earlier vest and become immediately exercisable
upon (i) the occurrence of a "Change in Control" or
(ii) the termination of the Reporting Person's
employment with the Company due to death or
disability. Upon the termination of the Reporting
Person's employment for any reason, any then
unexercisable portion of the option will be forfeited
and cancelled by the Company. The Reporting Person's
right to exercise will terminate nine months after
the date of termination, but not beyond the stated
term of the option. If the Reporting Person dies or
becomes disabled, he, or his estate or other legal
representative, will be entitled to exercise the
option for a one-year period following the date of
his death or disability, but not beyond the stated
term of the option.
Item 7 is hereby amended as follows:
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 7: Brooke Group Ltd. 1999 Long-Term Incentive Plan
(incorporated by reference to the Appendix to the
Company's Proxy Statement dated April 18, 2000).
Exhibit 8: Stock Option Agreement, dated November 4, 1999,
between the Company and the Reporting Person
(incorporated by reference to Exhibit 10.59 to the
Company's Form 10-K for the year ended December 31,
1999).
<PAGE> 5
SCHEDULE 13D
- ------------------------ ---------------------
CUSIP NO. 92240M-10-8 PAGE 5 OF 5 PAGES
- ------------------------ ---------------------
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: May 26, 2000
/s/ BENNETT S. LEBOW
----------------------
Bennett S. LeBow
