-----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, EPQpR41XfgTdLhzHUNCPHziDeG7BdayQoevewIw12MKrbbVMuYr+dUIVIMk9ChCO VHM/JNLyKuUtSt/MzTu7pw== 0000928475-02-000130.txt : 20021001 0000928475-02-000130.hdr.sgml : 20021001 20021001161611 ACCESSION NUMBER: 0000928475-02-000130 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20021001 FILED AS OF DATE: 20021001 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05759 FILM NUMBER: 02778597 BUSINESS ADDRESS: STREET 1: 100 S E SECOND ST CITY: MIAMI STATE: FL ZIP: 33131 BUSINESS PHONE: 3055798000 FORMER COMPANY: FORMER CONFORMED NAME: LIGGETT GROUP INC DATE OF NAME CHANGE: 19900815 FORMER COMPANY: FORMER CONFORMED NAME: LIGGETT & MYERS INC DATE OF NAME CHANGE: 19760602 FORMER COMPANY: FORMER CONFORMED NAME: BROOKE GROUP LTD DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: COMPANY DATA: COMPANY CONFORMED NAME: ICAHN CARL C ET AL CENTRAL INDEX KEY: 0000921669 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] RELATIONSHIP: OWNER STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 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 4 1 oct1.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 27, 2002 - October 1, 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) 9/27/02 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 40,400 A $12.51 5. Amount of Securities Beneficially Owned at End of Transaction (Instr. 3 and 4) 7,223,290 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) 9/30/02 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 3,700 A $12.50 5. Amount of Securities Beneficially Owned at End of Transaction (Instr. 3 and 4) 7,226,990 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 $30.91 3. Transaction Date (Month/Day/Year) Conversion price as of 9/20/02 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 647,040 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: The conversion price of the Notes was adjusted to $30.91 per share due to a stock dividend payable on September 27, 2002. Assuming future conversion of the Notes, Barberry Corp. (Barberry) may be deemed to directly beneficially own 647,040 Shares. As general partner of High River, Barberry may be deemed to beneficially own 7,226,990 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 7,226,990 Shares as to which High River possesses direct beneficial ownership and 647,040 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 13,831 Shares. Mr. Icahn disclaims beneficial ownership of Shares directly beneficially owned by Ms. Golden. /s/ Carl C. Icahn October 1, 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 27, 2002- October 1, 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 27, 2002- October 1, 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 27, 2002- October 1, 2002 Signature: Barberry Corp. By: /s/ Robert J. Mitchell Name: Robert J. Mitchell Title: Authorized Signatory Page 4 of 4 -----END PRIVACY-ENHANCED MESSAGE-----