SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 7, 2001
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LADENBURG THALMANN FINANCIAL SERVICES INC.
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(Exact Name of Registrant as Specified in Charter)
Florida 1-15799 65-0701248
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
590 Madison Avenue, New York, New York 10022
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 409-2000
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events
On December 7, 2001, the Securities and Exchange Commission declared
effective a registration on Form S-3 (File No. 333-71526) previously filed by
Ladenburg Thalmann Financial Services Inc. (the "Company"). The Company was
required to file the registration statement pursuant to the previously reported
Investor Rights Agreement, dated as of February 8, 2001, as amended ("IRA"),
among the Company, New Valley Corporation ("New Valley"), New Valley Capital
Corporation, Berliner Effektengesellschaft AG, Frost-Nevada, Limited
Partnership, and The Principals (as such term is defined in the IRA).
The registration statement is available for use by the selling
shareholders for the resale of up to approximately 47 million shares of the
Company's common stock. Of these shares, approximately 34 million shares are
currently outstanding with the remaining shares being issuable by the Company
upon exercise or conversion of outstanding options, warrants and senior
convertible promissory notes.
The Company will not receive any proceeds from the sale of the shares
registered under the registration statement. Although it will not receive any
proceeds from the issuance of common stock upon conversion of the senior
convertible promissory notes held by some of the selling shareholders, it will
immediately retire, without the payment of additional consideration, the debt
attributable to the notes converted. The Company will receive approximately $4.5
million if certain of the selling shareholders exercise their warrants and
options to acquire an aggregate of 1.5 million shares being registered under the
registration statement.
The registration statement registers for re-sale approximately 26
million shares of the Company's common stock for the benefit of New Valley,
approximately 22.5 million of which are currently outstanding. New Valley has
informed the Company that on December 20, 2001, it will be distributing these
outstanding shares to its stockholders as a dividend. Vector Group Ltd. ("Vector
Group"), which holds approximately 56% of New Valley's common stock and will be
receiving approximately 12.7 million shares of the Company's common stock as a
result of New Valley's distribution, has in turn indicated that it will
distribute the shares it receives from New Valley to Vector Group's stockholders
on the same date. Reports filed by New Valley and Vector Group indicate that
they have approximately 13,000 and 400 beneficial holders of their common stock,
respectively. Accordingly, the Company expects that there will be approximately
13,800 beneficial holders of the Company's common stock immediately following
the distributions by New Valley and Vector Group.
Following the distributions by New Valley and Vector Group, New Valley
will continue to be a debt and warrant holder of the Company (beneficially
owning 8.6% of the Company's common stock). Additionally, no change in the
Company's board of directors will take place as a result of the distributions.
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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.
Dated: December 7, 2001 LADENBURG THALMANN FINANCIAL SERVICES INC.
By: /s/ J. Bryant Kirkland III
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J. Bryant Kirkland III
Chief Financial Officer
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