Links to SEC Filings
Link to Earnings and Other Press Releases


FREQUENTLY ASKED QUESTIONS

What is the present status of New Valley Corporation?

In December 2005, Vector Group Ltd. (NYSE: VGR) completed an exchange offer and subsequent short-form merger whereby it acquired the remaining 42.3% of the common shares of New Valley Corporation that it did not already own. As result of these transactions, New Valley Corporation became a wholly-owned subsidiary of Vector Group Ltd. and each outstanding New Valley Corporation common share was exchanged for 0.514 shares of Vector Group Ltd.’s common stock. The surviving corporation in the short-form merger was subsequently merged into a new Delaware limited liability company named New Valley LLC, which conducts the business of the former New Valley Corporation.

What are the tax consequences of the Ladenburg Thalmann distribution, which was received in 2005?

Please review this document for a detailed explanation of the tax consequences of the 2005 distribution of Ladenburg Thalmann Financial Services, Inc. (AMEX: LTS)

Who is the transfer agent for New Valley's parent company, Vector Group Ltd. (NYSE: VGR)?

American Stock Transfer & Trust Company
59 Maiden Lane
New York, NY 10038
1-877-777-0800 ext. 6820

info@amstock.com
www.amstock.com

New Valley consummated a Plan of Recapitalization on June 4, 1999, following approval by New Valley's stockholders. Pursuant to the Plan of Recapitalization:

	each $15.00 Class A senior preferred share ($100 liquidation) was reclassified into 20 common shares and one warrant (which expired at the close of business on June 14, 2004) exercisable for five years,
	each $3.00 Class B preferred share was reclassified into 1/3 of a common share and five warrants (which expired at the close of business on June 14, 2004), and
	each outstanding common share was reclassified into 1/10 of a common share and 3/10 of a warrant (which expired at the close of business on June 14, 2004).

The Recapitalization had a significant effect on New Valley's financial position and results of operations. As a result of the exchange of the outstanding preferred shares for common shares and warrants in the Recapitalization, New Valley's stockholders' equity increased by $343.4 million from the elimination of the carrying value and dividend arrearages on the redeemable preferred stock. Furthermore, the Recapitalization resulted in the elimination of the on-going dividend accruals on the existing redeemable preferred shares of New Valley, as well as the redemption obligation for the Class A preferred shares in January 2003. Also as a result of the Recapitalization, the number of outstanding common shares more than doubled.

In connection with its Plan of Recapitalization, which was approved by stockholders in May 1999 and completed in June 1999, New Valley issued warrants, which expired at the close of business on June 14, 2004, to its stockholders. Each warrant entitled the holder to purchase one common share at an exercise price of $12.50 per share and receive a cash payment of $1.20. The warrants became exercisable on June 14, 1999 and expired if not exercised prior to the close of business on June 14, 2004.

No cash dividends were paid on the common shares of New Valley in 2005, 2004, 2003, 2002 or 2001. A special dividend of 0.988 of a share of Ladenburg Thalmann Financial Services was paid on each of New Valley's common shares on December 20, 2001 and a special dividend of 0.852 of a share of Ladenburg Thalmann Financial Services, Inc. was paid on March 30, 3005.

Please review this document for a detailed explanation of the tax consequences of the Ladenburg Thalmann distribution.

Please review this document for a detailed explanation of the tax consequences of New Valley's Recapitalization.