-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WjcStCKd2Xdb933x192Bo+W99cxkVOfP+mlq8YpdpWG18Ip7VU6+QxkUxQx8rvAy W7tPfRgzx+35CZ4nd8o1+Q== 0000881189-01-500068.txt : 20010823 0000881189-01-500068.hdr.sgml : 20010823 ACCESSION NUMBER: 0000881189-01-500068 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010822 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VECTOR GROUP LTD CENTRAL INDEX KEY: 0000059440 STANDARD INDUSTRIAL CLASSIFICATION: CIGARETTES [2111] IRS NUMBER: 650949535 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-06295 FILM NUMBER: 1720772 BUSINESS ADDRESS: STREET 1: 100 S E SECOND ST CITY: MIAMI STATE: FL ZIP: 33131 BUSINESS PHONE: 3055798000 FORMER COMPANY: FORMER CONFORMED NAME: BROOKE GROUP LTD DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: LIGGETT & MYERS INC DATE OF NAME CHANGE: 19760602 FORMER COMPANY: FORMER CONFORMED NAME: LIGGETT GROUP INC DATE OF NAME CHANGE: 19900815 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ICAHN CARL C ET AL CENTRAL INDEX KEY: 0000921669 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 100 SOUTH BEDFORD ROAD CITY: MT KISCO STATE: NY ZIP: 10549 BUSINESS PHONE: 9142427700 MAIL ADDRESS: STREET 1: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 SC 13D/A 1 amend6.txt AMENDMENT NO. 6 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* Vector Group Ltd. (Name of Issuer) Common Shares (Title of Class of Securities) 112525100 (CUSIP Number) Marc Weitzen, Esq., General Counsel Icahn Associates Corp. and affiliated companies 767 Fifth Avenue, 47th floor New York, New York 10153 (212) 702-4388 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 21, 2001 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- 1(b)(3) or (4), check the following box / /. NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which 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 ("Act") 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). SCHEDULE 13D (Amendment No. 6) CUSIP No. 112525100 1 NAME OF REPORTING PERSON High River Limited Partnership S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 6,427,959 (See Item 5) 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 6,427,959 (See Item 5) 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,427,959 (See Item 5) 12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.5% 14 TYPE OF REPORTING PERSON* PN 2 SCHEDULE 13D (Amendment No. 6) CUSIP No.112525100 1 NAME OF REPORTING PERSON Barberry Corp. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) // 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 6,427,959 (See Item 5) 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 6,427,959 (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,427,959 (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.5% 14 TYPE OF REPORTING PERSON* CO 3 SCHEDULE 13D (Amendment No. 6) CUSIP No.112525100 1 NAME OF REPORTING PERSON Carl C. Icahn S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) // 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 6,427,959 (See Item 5) 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 6,427,959 (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,427,959 (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.5% 14 TYPE OF REPORTING PERSON* IN 4 SCHEDULE 13D (Amendment No. 6) CUSIP No. 11252100 1 NAME OF REPORTING PERSON Gail Golden S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) // 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 12,548 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 12,548 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,548 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .042% 14 TYPE OF REPORTING PERSON* IN 5 SCHEDULE 13D (Amendment No. 6) Item 1. Security and Issuer The Schedule 13D filed with the U.S. Securities and Exchange Commission on January 28, 1998, by the Registrants, as amended on October 7, 1998, April 28, 2000, May 16, 2001 and May 31, 2001 and July 3, 2001, relating to the common shares, $0.10 par value (the "Shares"), of Vector Group Ltd. (f/k/a Brooke Group Ltd.) (the "Issuer"), is amended to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meaning ascribed to such terms in the previously filed statement on Schedule 13D. Item 3. Source and Amount of Funds or Other Consideration The aggregate purchase price of the 1,500,000 Shares purchased by the Registrants not previously reported on a Schedule 13D by the Registrants was $48,000,000. The source of funding for the purchase of these Shares was the general working capital of High River. Item 5. Interest in Securities of the Issuer (a) and (c) Registrants advised the Issuer that it was negotiating to purchase additional Shares. On August 21, 2001, Registrants were informed by Issuer that on August 20, 2001, the Board of Directors of the Issuer adopted the resolution attached hereto as Exhibit 1. Registrants reserve the right to maintain that, pursuant to Section 203 of the Delaware General Corporation Law, such resolution is unnecessary as a result of the resolution adopted by Issuer's Board of Directors on June 29, 2001, a copy of which was previously filed herewith. On August 21, 2001 Registrants purchased 1,500,000 Shares at a price of $32.00 per Share in a transaction effected without a broker. Assuming conversion of the Notes into 547,481 Shares, Registrants may be deemed to beneficially own, in the aggregate, 6,440,507 Shares representing approximately 21.5% of the Issuer's outstanding Shares (based upon the 29,382,796 Shares stated to be outstanding as of August 13, 2001 by the Issuer in the Issuer's Form 10-Q for the Quarterly Period Ended June 30, 2001, and the Shares to be issued upon conversion of the Notes). (b) High River has sole voting power and sole dispositive power with regard to 6,427,959 Shares. Barberry has shared voting power and shared dispositive power with regard to 6,427,959 Shares. Carl C. Icahn has shared voting power and shared dispositive power with regard to 6,427,959 Shares. Gail Golden has sole voting power and sole dispositive power with regard to 12,548 Shares. 6 Barberry and Mr. Icahn, by virtue of their relationships to High River (as disclosed in Item 2), may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Barberry and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Item 7. Material to be Filed as Exhibits 1. Resolutions of Board of Directors of Vector Group Ltd. adopted on August 20, 2001. SIGNATURE After reasonable inquiry and to the best of the undersigned's knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: August 21, 2001 HIGH RIVER LIMITED PARTNERSHIP By: BARBERRY CORP, General Partner By: /s/ Edward E. Mattner Name: Edward E. Mattner Title: Authorized Signatory BARBERRY CORP. By: /s/ Edward E. Mattner Name: Edward E. Mattner Title: Authorized Signatory /s/ Carl C. Icahn CARL C. ICAHN /s/ Gail Golden GAIL GOLDEN [Signature Page of Amendment No. 6 to Schedule 13D with respect to Vector Group Ltd.] 7 EXHIBIT 1 WHEREAS, High River Limited Partnership ("High River"), an investment entity owned by Carl C. Icahn, has advised the Corporation that High River and its affiliates presently beneficially own approximately 4,940,507 shares of the Corporation's common stock, representing approximately 16.5% of the Corporation's common stock; WHEREAS, on June 29, 2001, the Board of Directors of the Corporation, for the purposes of Section 203 of the Delaware General Corporation Law ("Section 203"), approved the purchase by High River and/or its affiliates of additional shares of common stock in the open market and the purchase of the Corporation's 6.25% Convertible Subordinated Notes due 2008 (the "Convertible Notes"), either directly from the Jefferies & Company, Inc., as Initial Purchaser, or in the open market, such that the total number of shares of common stock purchased and the shares of the common stock issuable upon conversion of the Convertible Notes purchased will not exceed 1,500,000 shares of the common stock in the aggregate (the "Initial Transaction"); WHEREAS, High River has further advised the Corporation that High River and/or its affiliates have purchased a total of 1,297,481 shares of common stock (including shares issuable upon conversion of Convertible Notes) as part of the Initial Transaction and desire to purchase an additional 1,500,000 shares of common stock in the open market; WHEREAS, the Board of Directors of the Corporation desires to permit High River and/or its affiliates to purchase the additional 1,500,000 shares of the common stock, without becoming restricted by Section 203, by modifying the terms of the Initial Transaction so that an aggregate of 2,797,481 shares of common stock (including shares issuable upon conversion of Convertible Notes) will be contemplated thereby (the Initial Transaction as so modified, the "Transaction"); and WHEREAS, assuming completion of the Transaction, High River and/or its affiliates would beneficially own approximately 6,440,507 shares of common stock, representing approximately 21.5% of the Corporation's common stock; NOW, THEREFORE, BE IT: RESOLVED, that the Board of Directors of the Corporation, for the purposes of Section 203, hereby approves the Transaction which will result in High River and its affiliates becoming an interested stockholder for the purposes of Section 203. 8 -----END PRIVACY-ENHANCED MESSAGE-----