-----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, PC9/aSnqAsJo/+kRxguFbh7creQ6H583A9IDhyfkjP0PoBapHdA5Da4K93T+/jJQ yJUFW337b0pEzRlxB4ZJcg== 0000928475-06-000100.txt : 20060307 0000928475-06-000100.hdr.sgml : 20060307 20060307111013 ACCESSION NUMBER: 0000928475-06-000100 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20051214 FILED AS OF DATE: 20060307 DATE AS OF CHANGE: 20060307 ISSUER: 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 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 GROUP INC DATE OF NAME CHANGE: 19900815 FORMER COMPANY: FORMER CONFORMED NAME: LIGGETT & MYERS INC DATE OF NAME CHANGE: 19760602 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DIXON GUARANTOR LLC CENTRAL INDEX KEY: 0001259916 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05759 FILM NUMBER: 06669065 BUSINESS ADDRESS: STREET 1: C/O STARFIRE STREET 2: 100 S BEDFORD RD CITY: MT KISCO STATE: NY ZIP: 10549 BUSINESS PHONE: 9142427746 MAIL ADDRESS: STREET 1: C/O STARFIRE STREET 2: 100 S BEDFORD RD CITY: MT KISCO STATE: NY ZIP: 10549 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: UNICORN ASSOCIATES CORP CENTRAL INDEX KEY: 0000881178 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05759 FILM NUMBER: 06669066 BUSINESS ADDRESS: STREET 1: 100 SOUTH BEDFORD RD CITY: MT KISCO STATE: NY ZIP: 10549 BUSINESS PHONE: 212-241-9000 MAIL ADDRESS: STREET 1: 100 SOUTH BEDFORD RD CITY: MT KISCO STATE: NY ZIP: 10549 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ACF INDUSTRIES HOLDING CORP CENTRAL INDEX KEY: 0000910627 STANDARD INDUSTRIAL CLASSIFICATION: RAILROAD EQUIPMENT [3743] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05759 FILM NUMBER: 06669067 BUSINESS ADDRESS: STREET 1: 100 S BEDFORD RD CITY: MT KISCO STATE: NY ZIP: 10549 BUSINESS PHONE: 914-241-9000 MAIL ADDRESS: STREET 1: 100 S BEDFORD RD CITY: MT KISCO STATE: NY ZIP: 10549 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BUFFALO INVESTORS CORP CENTRAL INDEX KEY: 0001015071 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05759 FILM NUMBER: 06669069 BUSINESS ADDRESS: STREET 1: 100 S BEDFORD RD CITY: MT KISCO STATE: NY ZIP: 10549 BUSINESS PHONE: 914-241-9000 MAIL ADDRESS: STREET 1: 100 S BEDFORD RD CITY: MT KISCO STATE: NY ZIP: 10549 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hopper Investments LLC CENTRAL INDEX KEY: 0001322824 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05759 FILM NUMBER: 06669071 BUSINESS ADDRESS: STREET 1: 100 SOUTH BEDFORD ROAD CITY: MT KISCO STATE: NY ZIP: 10549 BUSINESS PHONE: 914 241-9000 MAIL ADDRESS: STREET 1: 100 SOUTH BEDFORD ROAD CITY: MT KISCO STATE: NY ZIP: 10549 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HIGH RIVER LIMITED PARTNERSHIP /NY/ CENTRAL INDEX KEY: 0000928464 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05759 FILM NUMBER: 06669072 BUSINESS ADDRESS: STREET 1: 100 S BEDFORD RD CITY: MT KISCO STATE: NY ZIP: 10549 BUSINESS PHONE: 914-241-9000 MAIL ADDRESS: STREET 1: 100 S BEDFORD RD CITY: MT KISCO STATE: NY ZIP: 10549 FORMER NAME: FORMER CONFORMED NAME: HIGH RIVER LIMITED PARTNERSHIP DATE OF NAME CHANGE: 19950526 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ICAHN CARL C ET AL CENTRAL INDEX KEY: 0000921669 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05759 FILM NUMBER: 06669074 BUSINESS ADDRESS: STREET 1: C/O ICAHN ASSOCIATES CORP. STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2127024300 MAIL ADDRESS: STREET 1: C/O ICAHN ASSOCIATES CORP. STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BARBERRY CORP. CENTRAL INDEX KEY: 0000860851 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05759 FILM NUMBER: 06669073 BUSINESS ADDRESS: STREET 1: 100 SOUTH BEDFORD ROAD CITY: MT KISCO STATE: NY ZIP: 10549 BUSINESS PHONE: 914 -241-9000 MAIL ADDRESS: STREET 1: 100 SOUTH BEDFORD ROAD CITY: MT KISCO STATE: NY ZIP: 10549 FORMER NAME: FORMER CONFORMED NAME: BARBERRY CORP /NY/ DATE OF NAME CHANGE: 19990402 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HIGHCREST INVESTORS CORP CENTRAL INDEX KEY: 0000928475 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05759 FILM NUMBER: 06669068 BUSINESS ADDRESS: STREET 1: C/O ICAHN ASSOCIATES CORP. STREET 2: 767 5TH AVENUE, SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2127024300 MAIL ADDRESS: STREET 1: C/O ICAHN ASSOCIATES CORP. STREET 2: 767 5TH AVENUE, SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STARFIRE HOLDING CORP CENTRAL INDEX KEY: 0001008814 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05759 FILM NUMBER: 06669070 BUSINESS ADDRESS: STREET 1: 100 SOUTH BEDFORD RD CITY: MT KISCO STATE: NY ZIP: 10549 BUSINESS PHONE: 914-241-9000 MAIL ADDRESS: STREET 1: 100 SOUTH BEDFORD RD CITY: MT KISCO STATE: NY ZIP: 10549 FORMER NAME: FORMER CONFORMED NAME: STARFIRE HOLDING CORP/NY DATE OF NAME CHANGE: 19990330 4 1 frm4ii22806_ex.xml X0202 4 2005-12-14 0 0000059440 VECTOR GROUP LTD VGR 0000921669 ICAHN CARL C ET AL C/O ICAHN ASSOCIATES CORP 767 FIFTH AVE #4700 NEW YORK NY 10153 0 0 1 0 0000860851 BARBERRY CORP. 100 SOUTH BEDFORD RD MT KISCO NY 10549 0 0 1 0 0000928464 HIGH RIVER LIMITED PARTNERSHIP /NY/ 100 S BEDFORD RD MT KISCO NY 10549 0 0 1 0 0001322824 Hopper Investments LLC 100 SOUTH BEDFORD ROAD MT KISCO NY 10549 0 0 1 0 0001008814 STARFIRE HOLDING CORP 100 SOUTH BEDFORD RD MT KISCO NY 10549 0 0 1 0 0001015071 BUFFALO INVESTORS CORP 100 S BEDFORD RD MT KISCO NY 10549 0 0 1 0 0000928475 HIGHCREST INVESTORS CORP 767 FIFTH AVE C/O ICAHN ASSOCIATES CORP NEW YORK NY 10153 0 0 1 0 0000910627 ACF INDUSTRIES HOLDING CORP 100 S BEDFORD RD MT KISCO NY 10549 0 0 1 0 0000881178 UNICORN ASSOCIATES CORP 100 S BEDFORD RD MT KISCO NY 10549 0 0 1 0 0001259916 DIXON GUARANTOR LLC C/O STARFIRE 100 S BEDFORD RD MT KISCO NY 10549 0 0 1 0 Common Stock $0.10 par value ("Shares") 2005-12-14 4 J 0 681850 0 A 9523192 I PLEASE SEE FOOTNOTES 6.25% Convertible Subordinated Notes due 2008 ("Notes") 21.72 2005-12-14 4 J 0 0 20000000 A 2001-06-29 2008-07-15 Shares 920810 20000000 I PLEASE SEE FOOTNOTES Please see Part II of Form 4 filing dated December 14, 2005, and filed simultaneously hereto. The conversion price of the Notes held by Barberry Corp. ("Barberry") was adjusted to $21.72 per Share due to an anti-dilution event resulting from an increase in the number of issued Shares. Barberry may be deemed to directly beneficially own 1,472,060 Shares. High River Limited Partnership ("High River") directly beneficially owns 8,027,592 Shares and Dixon Guarantor LLC ("Dixon") directly beneficially owns 262,500 Shares. On December 14, 2005, pursuant to an Exchange Offer by the Issuer for New Valley Corporation common stock, Little Meadow Corp. ("Little Meadow) received 10,800 Shares and Tortoise Corp. ("Tortoise") received 671,050 Shares. Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River, which is the sole member of Dixon. Buffalo Investors Corp. ("Buffalo") is 100 percent owned by Starfire Holding Corporation ("Starfire"). Highcrest Investors Corp. ("Highcrest") is approximately 99.34 percent owned by Buffalo. ACF Industries Holding Corp. ("ACF Holding") is 100 percent owned by Highcrest. Unicorn Associates Corporation ("Unicorn") is 100 percent owned by ACF Holding. Arnos Corp ("Arnos") is 100 percent owned by Unicorn Associates Corporation ("Unicorn"). Tortoise Corp. ("Tortoise") is 100 percent owned by Arnos. Each of Barberry, Starfire and Little Meadow Corp. ("Little Meadow") are 100 percent owned by Mr. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities. High River by virtue of its relationship to Dixon, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 262,500 Shares which Dixon owns. High River disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Barberry and Hopper by virtue of their relationship to High River and Dixon, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 8,027,592 Shares which High River owns and the 262,500 Shares which Dixon owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire by virtue of their relationship to Tortoise, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 671,050 Shares which Tortoise owns. Each of Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Mr. Icahn by virtue of his relationship to Barberry, Hopper, High River, Dixon, Arnos, Unicorn, ACF Holding, Highcrest, Buffalo, Starfire and Little Meadow may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 1,472,060 Shares (assuming conversion of the Notes into 920,810 Shares) which Barberry owns, the 8,027,592 Shares which High River owns, the 262,500 Shares which Dixon owns, the 671,050 Shares which Tortoise owns and the 10,800 Shares which Little Meadow owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,952 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes. CARL C. ICAHN 2006-03-06 BARBERRY CORP. 2006-03-06 HIGH RIVER LIMITED PARTNERSHIP 2006-03-06 DIXON GUARANTOR LLC 2006-03-06 HOPPER INVESTMENTS LLC 2006-03-06 STARFIRE HOLDING CORPORATION 2006-03-06 BUFFALO INVESTORS CORP. 2006-03-06 HIGHCREST INVESTORS CORP. 2006-03-06 ACF INDUSTRIES HOLDING CORP. 2006-03-06 UNICORN ASSOCIATES CORPORATION 2006-03-06 -----END PRIVACY-ENHANCED MESSAGE-----