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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
VECTOR GROUP LTD.
(Name of Issuer)
Common Stock, Par Value $0.10 Per Share
(Title of Class of Securities)
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112525-10-0
(Cusip Number)
MICHAEL D. WEINER, ESQ. DANIEL G. KELLY, JR.
APOLLO ADVISORS, L.P. DAVIS POLK & WARDWELL
1999 AVENUE OF THE STARS, SUITE 1900 1600 EL CAMINO REAL
LOS ANGELES, CALIFORNIA 90067 MENLO PARK, CALIFORNIA 94025
(310) 201-4100 (650) 752-2000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
August 28, 2000
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this statement because of Rule 13d-1(b)(3) or (4), check the following: [ ]
Check the following box if a fee is being paid with this statement: [ ]
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Page 1 of 6
SCHEDULE 13D
CUSIP No. 112525-10-0 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AIF II, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
2,433,328 shares of Common Stock
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8 SHARED VOTING POWER
NUMBER OF SHARES 2,512,648 shares of Common Stock
BENEFICIALLY OWNED BY EACH ---------------------------------------
REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER
2,433,328 shares of Common Stock
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10 SHARED DISPOSITIVE POWER
2,512,648 shares of Common Stock
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,512,648 shares of Common Stock
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
CUSIP No. 112525-10-0 Page 3 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lion Advisors, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
79,320 shares of Common Stock
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8 SHARED VOTING POWER
NUMBER OF SHARES 2,512,648 shares of Common Stock
BENEFICIALLY OWNED BY EACH ---------------------------------------
REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER
79,320 shares of Common Stock
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10 SHARED DISPOSITIVE POWER
2,512,648 shares of Common Stock
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,512,648 shares of Common Stock
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
This Amendment No. 3 amends and supplements the following Items of the
Statement on Schedule 13D (the "Schedule 13D") of AIF II, L.P. and Lion
Advisors, L.P. (collectively, the "Reporting Persons") originally filed on
March 27, 1998, as amended on September 30, 1999 and June 30, 2000, with the
Securities and Exchange Commission with respect to the shares of Common Stock,
par value $0.10 per share, of Vector Group Ltd. (formerly known as Brooke Group
Ltd.) (the "Issuer"). Unless otherwise indicated, all capitalized terms used
but not defined herein have the meanings set forth in the Schedule 13D.
Responses to each item below are incorporated by reference into each other
item, as applicable.
ITEM 4. PURPOSE OF TRANSACTIONS
This filing is being made in connection with the following transactions:
1) The exercise, effective August 28, 2000, of Warrants by AIF II, L.P.
for 1,257,328 shares of the Issuer's Common Stock;
2) The record ownership registration by the Issuer of Warrants to acquire
38,324 shares of its Common Stock in the name of Lion Advisors, L.P. in
connection with the expiration of the Management Agreement with Artemis America
Partnership ("Artemis") as previously reported in Amendment No. 2 to the
Schedule 13D;
3) The record ownership registration by the Issuer of Warrants to acquire
41,198 shares of its Common Stock in the name of Lion Advisors, L.P. in
connection with the expiration of the Management Agreement, and the subsequent
exercise of such Warrants for 40,996 shares of the Issuer's Common Stock.
The exercise price of the Warrants described in items 1 and 3 above was
$0.095 per share, and the exercise price of the Warrants described in item 2
above is $4.76 per share. The exercise prices and the number of shares
underlying the Warrants differ from those previously reported as a result of a
contractual adjustment in connection with the declaration and payment by the
Issuer of a 5% stock dividend in September 1999. The number of shares received
upon the exercise of the Warrants reflects the withholding of securities to pay
the exercise price.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Following the transactions described in Item 4 above, the Reporting
Persons beneficially own an aggregate of 2,512,648 shares of Common Stock,
representing approximately 9.87% of the issued and outstanding shares of Common
Stock (assuming exercise in full of the Warrants), based on the Issuer having
issued and outstanding 25,454,532 shares of Common Stock on September 11, 2000
(based on the Issuer's most recent Quarterly Report on Form 10Q plus 952,102
Common Shares issued on August 28, 2000 to Artemis pursuant to the exercise of
certain warrants). The Reporting Persons have sole voting and dispositive power
with respect to the number of shares of Common Stock and Warrants indicated in
items 7 and 9 of the cover page of the Schedule 13D and, because of the
relationships described in Item 2 "Identity and Background," may also be deemed
to have shared voting and dispositive power with respect to the number of
shares of Common Stock and Warrants indicated in items 8, 10 and 11 on such
cover page.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
In connection with the expiration of the Management Agreement and the
transaction described in items 2 and 3 above, the Reporting Persons granted to
Artemis a limited participation right on a pro rata basis in certain sales of
the Common Stock and/or the Warrants.
Page 4 of 6
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
September 11, 2000
AIF II, L.P.
By: Apollo Advisors, L.P., its General
Partner
By: Apollo Capital Management, Inc.,
its General Partner
By: /s/ Michael D. Weiner
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Name: Michael D. Weiner
Title: Vice President
Page 5 of 6
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
September 11, 2000
LION ADVISORS, L.P.
By: Lion Capital Management, Inc.,
its General Partner
By: /s/ Michael D. Weiner
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Name: Michael D. Weiner
Title: Vice President
Page 6 of 6