SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 9)*
LADENBURG THALMANN FINANCIAL SERVICES INC.
(Name of Issuer)
Common Stock, par value $.0001 per share
(Title of Class of Securities)
50575Q 10 2
(CUSIP Number)
Richard J. Lampen
New Valley LLC
100 S.E. Second Street, 32nd Floor
Miami, FL 33131
(305) 579-8000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 13, 2007
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition
that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e),
13d-1(f) or 13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting persons initial filing on
this form with respect to the subject class of securities, and for any subsequent amendment
containing information that would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for
the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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CUSIP No. 50575Q 10 2
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Page 2 of 3 Pages |
This Amendment No. 9 amends the statement on Schedule 13D originally filed by New
Valley LLC (New Valley), with the Securities and Exchange Commission on February 8, 2001 (as
amended, the Schedule 13D), with respect to the Common Stock, par value $.0001 per share (the
Common Stock), of Ladenburg Thalmann Financial Services Inc. (formerly known as GBI Capital
Management Corp.), a Florida corporation (the Company). All capitalized terms not otherwise defined herein shall have the
meanings ascribed thereto in the Schedule 13D.
Item 4. Purpose of Transactions.
Item 4 of the Schedule 13D is hereby amended to add the following:
On February 14, 2007, the Company announced it had entered into a Debt Exchange Agreement (the
Exchange Agreement) with New Valley, the holder of outstanding promissory notes due March 31,
2007 in the principal amount of $5,000,000. A copy of the Companys press release and the Exchange
Agreement are incorporated by reference in Exhibits W and X, respectively. Pursuant to the Exchange
Agreement, New Valley has agreed to convert the principal amount of its notes into the Companys
common stock (Debt Exchange) at an exchange price of $1.80 per share, representing the average
closing price of the Companys common stock for the 30 prior trading days ending on the date of the
Exchange Agreement. The promissory notes will continue to accrue interest through the closing of
the Debt Exchange and will then be paid in cash at or prior to such closing. The accrued interest
on the notes was approximately $1,500,000 at December 31, 2006.
The consummation of the Debt Exchange is subject to shareholder approval at the Companys
annual meeting of shareholders, which it anticipates holding during the second quarter of 2007.
New Valley and several shareholders of the Company affiliated with New Valley have committed to
vote their shares of Common Stock of the Company at the shareholder meeting on the Debt Exchange in
accordance with the vote of a majority of votes cast at the meeting, excluding the shares held by
such parties. Upon closing, the $5,000,000 principal amount of notes will be exchanged for
approximately 2,777,778 shares of the Companys common stock. As a result, New Valleys beneficial
ownership of the Companys common stock will increase from approximately 7.2% to approximately
8.7%. New Valley is wholly-owned by Vector
Group Ltd.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended to add the following:
See Item 4 with respect to the Exchange Agreement. A copy of the Exchange Agreement is
incorporated by reference in Exhibit X.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended to add the following exhibits:
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Exhibit W:
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Press Release of the Company dated February 14, 2007 (incorporated by reference to
Exhibit 99.1 in the Companys Current Report on Form 8-K dated February 13, 2007). |
Exhibit X:
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Debt Exchange Agreement, dated as of February 13, 2007, among the Company and New
Valley (incorporated by reference to Exhibit 10.1 in the Companys Current Report on Form 8-K dated
February 13, 2007). |