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1 SECURITIES and EXCHANGE COMMISSION Washington, D.C 1 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) 2 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. 2 3 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 ------------------------------------------ Joselynn D. Van Siclen Vice President and Chief Financial Officer BGLS INC. By: /s/ JOSELYNN D. VAN SICLEN ------------------------------------------ Joselynn D. Van Siclen Vice President and Chief Financial Officer Date: June 19, 2000 3 1 EXHIBIT 10.1 -------------------------------------------------------------------------------- PURCHASE AND SALE AGREEMENT BETWEEN GALLAHER OVERSEAS (HOLDINGS) LIMITED AND BROOKE (OVERSEAS) LTD. -------------------------------------------------------------------------------- Dated as of June 14, 2000 -------------------------------------------------------------------------------- 2 TABLE OF CONTENTS ARTICLE I PURCHASE PRICE AND CLOSING....................................................................1 1.01. Purchase Price of the Membership Interests...............................................1 1.02. The Closing..............................................................................2 1.03. Seller Indebtedness Payment..............................................................2 ARTICLE II REPRESENTATIONS AND WARRANTIES OF SELLER.....................................................3 2.01. Organization and Authority...............................................................3 2.02. Due Authorization; Binding Obligation....................................................4 2.03. Non-Contravention........................................................................4 2.04. Regulatory Approvals.....................................................................5 2.05. Title to Membership Interests............................................................5 2.06. Capitalization of the Company............................................................5 2.07. Subsidiaries.............................................................................6 2.08. Organization.............................................................................7 2.09. Qualifications...........................................................................7 2.10. Financial Statements.....................................................................7 2.11. Absence of Certain Changes or Events.....................................................8 2.12. Assets Other than Real Property Interests................................................9 2.13. Real Property Owned and Leased..........................................................10 2.14. Patents, Trademarks, etc................................................................10 2.15. Insurance...............................................................................11 2.16. Commitments.............................................................................12 2.17. Legal Proceedings.......................................................................15 2.18. Taxes...................................................................................16 2.19. Compliance with Laws; Permits and Licenses..............................................16 2.20. Environmental Matters...................................................................17 2.21. Employee Benefit Plans; Termination and Severance Agreements............................18 2.22. Employee and Labor Matters..............................................................21 2.23. Capital Expenditures....................................................................22 2.24. Powers of Attorney......................................................................22 2.25. Customer Accounts Receivable; Inventories...............................................22 2.26. Customers and Suppliers.................................................................23 2.27. No U.S. Assets..........................................................................23 2.28. No Material Misstatement or Omission....................................................23 ARTICLE III REPRESENTATIONS AND WARRANTIES OF BUYER....................................................23 3.01. Organization and Authority..............................................................24 3.02. Due Authorization; Binding Obligation...................................................24 3.03. Non-Contravention.......................................................................24 3.04. Regulatory Approvals....................................................................25 3.05. Investment Intent.......................................................................25 3.06. Absence of Financial Contingency........................................................25 i 3 3.07. Disclosure..............................................................................25 ARTICLE IV FURTHER AGREEMENTS AND ASSURANCES...........................................................25 4.01. Government Filings and Approvals........................................................25 4.02. Corporate Investigation by Buyer........................................................26 4.03. Confidentiality.........................................................................26 4.04. Sales and Transfer Taxes................................................................27 4.05. Maintenance of Insurance................................................................27 4.06. Reasonable Best Efforts.................................................................28 4.07. Additional Disclosure...................................................................28 4.08. Certain Licenses and Permits............................................................28 4.09. Resignations............................................................................28 4.10. Non-Competition; Non-Interference; Other Transactions...................................29 4.11. Settlement of Loans, Intercompany Accounts, etc.........................................30 4.12. Release of Encumbrances Securing Obligations............................................31 4.13. Execution of Additional Documents.......................................................32 4.14. Record Access and Retention.............................................................32 4.15. Replacement Guarantees..................................................................32 4.16. Option to Acquire Adjacent Land.........................................................33 4.17. Cooperation; Further Assurances.........................................................33 ARTICLE V CONDUCT OF BUSINESS..........................................................................34 5.01. Conduct of Business.....................................................................34 ARTICLE VI CONDITIONS TO BUYER'S OBLIGATIONS...........................................................37 6.01. Accuracy of Representations and Warranties..............................................37 6.02. Performance of Covenants................................................................38
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