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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
JOINT CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): JUNE 14, 2000
VECTOR GROUP LTD. BGLS INC.
(Exact name of registrant as specified in its charter) (Exact name of registrant as specified in its charter)
1-5759 33-93576
(Commission File Number) (Commission File Number)
65-0949535 65-0949536
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
DELAWARE DELAWARE
(State or other jurisdiction of incorporation or organization) (State or other jurisdiction of incorporation or organization)
100 S.E. SECOND STREET 100 S.E. SECOND STREET
MIAMI, FLORIDA 33131 MIAMI, FLORIDA 33131
(Address of principal executive offices including Zip Code) (Address of principal executive offices including Zip Code)
305/579-8000 305/579-8000
(Registrant's telephone number, including area code) (Registrant's telephone number, including area code)
BROOKE GROUP LTD. (NOT APPLICABLE)
(Former name or former address, (Former name or former address,
if changed since last report) if changed since last report)
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ITEM 5. OTHER EVENTS.
On June 14, 2000, Brooke (Overseas) Ltd. ("BOL"), an indirect
owned subsidiary of Vector Group Ltd., entered into a definitive agreement with
Gallaher Overseas (Holdings) Ltd. (the "Buyer") relating to, among other things,
the purchase by the Buyer of Western Tobacco Investments LLC ("WTI") for a
purchase price of $400 million. BOL holds its 99.9% equity interest in
Liggett-Ducat Ltd., one of Russia's leading cigarette producers, through WTI.
The transaction is expected to close in the third quarter of 2000 and is
conditioned upon receipt of Russian antitrust and environmental approvals and
other customary closing conditions. A press release announcing the execution of
the agreement was issued on June 15, 2000.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(c) Exhibits.
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 Purchase and Sale Agreement, dated as of June 14, 2000, between
Gallaher Overseas (Holdings) Ltd. and Brooke (Overseas) Ltd.
10.2 Guaranty, dated as of June 14, 2000 by Vector Group Ltd. in favor of
Gallaher Overseas (Holdings) Ltd.
99.1 Press Release, dated June 15, 2000.
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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
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Joselynn D. Van Siclen
Vice President and Chief Financial Officer
BGLS INC.
By: /s/ JOSELYNN D. VAN SICLEN
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Joselynn D. Van Siclen
Vice President and Chief Financial Officer
Date: June 19, 2000
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