SC 13D/A 1 vector.txt AMENDMENT NO. 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* 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) May 16, 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. 3) 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 1,990,934 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 1,990,934 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,990,934 12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.66% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D (Amendment No. 3) 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 1,990,934 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 1,990,934 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,990,934 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.66% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D (Amendment No. 3) 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 1,990,934 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 1,990,934 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,990,934 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.66% 14 TYPE OF REPORTING PERSON* IN SCHEDULE 13D (Amendment No. 3) 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) .048% 14 TYPE OF REPORTING PERSON* IN SCHEDULE 13D (Amendment No. 3) 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 and on April 28, 2000, 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 2. Identity and Background Item 2 is hereby amended to add the following: As of October 23, 2000, Riverdale ceased to be the general partner of High River and Barberry Corp., a Delaware corporation ("Barberry"), became the general partner of High River. The principal business address and the address of the principal office of: (i) Barberry is 100 South Bedford Road, Mt. Kisco, NY 10549, and (ii) Gail Golden is c/o Icahn Associates Corp., 767 Fifth Avenue, 47th Floor, New York, NY 10153. Barberry is 100% owned by Carl C. Icahn and is principally engaged in the business of investing in securities. The principal occupation or employment of Gail Golden, who is the spouse of Carl C. Icahn, is acting as Vice Chairman of Lowestfare, LLC, an internet based travel agency indirectly wholly-owned by Mr. Icahn. Ms. Golden also acts as an officer of various other entities, indirectly or directly, wholly-owned by Mr. Icahn. Item 3. Source and Amount of Funds or Other Consideration The aggregate purchase price of the 9,267 Shares purchased by the Registrants not previously reported on a Schedule 13D by the Registrants was $304,383.23 (including commissions). The source of funding for the purchase of these Shares was general working capital of High River and personal funds of Gail Golden. On May 16, 2001, High River entered into a stock purchase agreement with Vector Group, Ltd. whereby High River has agreed to purchase and the Issuer has agreed to sell to High River 1,639,344 Shares for $50,000,000. The source of funding for the purchase of the foregoing Shares will be the general working capital of High River. Item 5. Interest in Securities of the Issuer (a) On May 16, 2001, High River entered into a stock purchase agreement with Vector Group, Ltd. whereby High River has agreed to purchase and the Issuer has agreed to sell to High River 1,639,344 shares for $50,000,000 (the "Additional Shares"), attached hereto as Exhibit 2. The closing (the "Closing") of the purchase of the Additional Shares is conditioned upon the expiration or termination of the waiting period under the Hart-Scott-Rodino Act and the acceptance of the Additional Shares for listing by the New York Stock Exchange. As of the close of business on May 15, 2001, Registrants may be deemed to beneficially own, in the aggregate, 2,003,482 Shares representing approximately 7.71% of the Issuer's outstanding Shares (based upon the 25,994,721 Shares stated to be outstanding as of May 11, 2001 by the Issuer in the Issuer's Form 10-Q filing, filed with the Securities and Exchange Commission on May 15, 2001). Following the Closing, Registrants may be deemed to beneficially own, in the aggregate, 3,642,826 Shares representing approximately 13.18% of the Issuers outstanding Shares. (b) High River has sole voting power and sole dispositive power with regard to 1,990,934 Shares. As of October 23, 2000 Barberry has shared voting power and shared dispositive power with regard to 1,990,934 Shares, previously beneficially owned by Riverdale. Carl C. Icahn has shared voting power and shared dispositive power with regard to 1,990,934 Shares. Gail Golden has sole voting power and sole dispositive power with regard to 12,548 Shares. 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. (c) The following table sets forth all transactions with respect to Shares effected by any of the Registrants during the past sixty days. All such transactions were effected in the open market. No. of Shares Price Name Date Purchased Per Share High River 5/9/01 3,100 $30.5419 Gail Golden 5/8/01 2,500 $32.15 Gail Golden 4/26/00 1,000 $34.75 Gail Golden 4/26/01 1,667 $35.00 Gail Golden 4/26/01 1,000 $34.50 Item 7. Material to be Filed as Exhibits 1. Joint Filing Agreement of the Registrants 2. Stock Purchase Agreement, dated May 16, 2001, between Vector Group Ltd. and High River Limited Partnerships. 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: May 16, 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. 3 to Schedule 13D with respect to Vector Group Ltd.]