4 1 form496.txt VECTOR GROUP, LTD. FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 Check this box if no longer OMB Approval subject to Section 16. Form 4 or OMB Number - 3235-0287 Form 5 obligations may continue. Expires: December 31, 2001 See Instruction 1(b) Estimated average burden hours per response - 0.5 1. Name and Address of Reporting Person* Icahn Carl C. (Last) (First) (Middle) c/o Icahn Associates Corp. 767 Fifth Avenue, Suite 4700 (Street) New York New York 10153 (City) (State) 2. Issuer Name and Ticker or Trading Symbol Vector Group, Ltd. (VGR) 3. IRS or Social Security Number of Reporting Person (Voluntary) 4. Statement for September 4 - 6, 2002 (Month/Date/Year) Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). 5. If Amendment, Date of Original (Month/Year) 6. Relationship of Reporting Person to Issuer (Check all applicable) ______ Director x 10% Owner ______ Officer ________ Other (specify below) (give title below) 7. Individual or Joint/Group Filing (check applicable line) Form filed by One Reporting Person x Form Filed by More than One Reporting Person Table I (A) - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1. Title of Security (Instr. 3) Common Stock, $0.10 par value ("Shares") 2. Transaction Date (Month/Day/Year) 9/4/02 3. Transaction Code (Instr. 8) Code V P 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Amount (A) or (D) Price 24,000 A $13.83 5. Amount of Securities Beneficially Owned at End of Transaction (Instr. 3 and 4) 6,686,500 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) I 7. Nature of Indirect Beneficial Ownership (Instr. 4) See Explanation Table I (B) - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1. Title of Security (Instr. 3) Common Stock, $0.10 par value ("Shares") 2. Transaction Date (Month/Day/Year) 9/5/02 3. Transaction Code (Instr. 8) Code V P 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Amount (A) or (D) Price 23,300 A $13.99 5. Amount of Securities Beneficially Owned at End of Transaction (Instr. 3 and 4) 6,709,800 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) I 7. Nature of Indirect Beneficial Ownership (Instr. 4) See Explanation Page 1 of 4 Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 6.25% Convertible Subordinated Notes due 2008 (the "Notes") 2. Conversion of Exercise Price of Derivative Security $32.86 3. Transaction Date (Month/Day/Year) Conversion price as of 6/25/02 4. Transaction Code (Instr. 8) Code V 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) (A) (D) 6. Date Exercisable and Expiration Date (Month/Day/Year) Date Exercisable Expiration Date 6/29/01 7/15/08 7. Title and Amount of Underlying Securities (Instr. 3 and 4) Title Amount or Number of Shares Common Stock, $0.10 par value 608,642 8. Price of Derivative Security (Instr. 5) $20,000,000 9. Number of Derivative Securities Beneficially Owned at End of Transaction (Instr. 4) $20,000,000 principal 10. Ownership Form of Derivatives Security: Direct (D) or Indirect (I) (Instr. 4) I 11. Nature of Indirect Beneficial Ownership (Instr. 4) See Explanation Explanation of Responses: Because of cash dividends paid on June 28, 2002, the conversion price of the Notes was adjusted effective on June 25,2002 to $32.86 per share. Assuming future conversion of the Notes, Barberry Corp. (Barberry) may be deemed to directly beneficially own 608,642 Shares. As general partner of High River, Barberry may be deemed to beneficially own 6,709,800 Shares as to which High River possesses direct beneficial ownership. Mr. Icahn may, by virtue of his ownership of 100% interest in Barberry, be deemed to beneficially own 6,709,800 Shares as to which High River possesses direct beneficial ownership and 608,642 Shares as to which Barberry possesses direct beneficial ownership. Each of Mr. Icahn and Barberry disclaim beneficial ownership of the Shares that High River directly beneficially owns for all other purposes. Mr. Icahn disclaims beneficial ownership of the Shares that Barberry directly beneficially owns. Ms. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 13,175 Shares. Mr. Icahn disclaims beneficial ownership of Shares directly beneficially owned by Ms. Golden. /s/ Carl C. Icahn September 6, 2002 **Signature of Reporting Person Date Carl C. Icahn **Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. Page 2 of 4 [Signature Page to Form 4 of Carl C. Icahn and affiliates for Vector Group Ltd. (September 4 - 6, 2002)] JOINT FILER INFORMATION Name: High River Limited Partnership Address: 100 South Bedford Road Mt. Kisco, New York 10549 Designated Filer: Carl C. Icahn Issuer: Vector Group, Ltd. Statement for: September 4 - 6, 2002 Signature: Barberry Corp., as General Partner By: /s/ Robert J. Mitchell Name: Robert J. Mitchell Title: Authorized Signatory Page 3 of 4 JOINT FILER INFORMATION Name: Barberry Corp. Address: 100 South Bedford Road Mt. Kisco, New York 10549 Designated Filer: Carl C. Icahn Issuer: Vector Group, Ltd. Statement for: September 4 - 6, 2002 Signature: Barberry Corp. By: /s/ Robert J. Mitchell Name: Robert J. Mitchell Title: Authorized Signatory Page 4 of 4