-----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, B5C6lPYDth8cAra/qeXwMG4Yw+644MN1Kw309wyoxW3LbuKuEuTbtvAJrPiEIAXw /BIreoHRHO6Vcnz7hFWPIQ== 0000928475-06-000165.txt : 20060609 0000928475-06-000165.hdr.sgml : 20060609 20060608185731 ACCESSION NUMBER: 0000928475-06-000165 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060609 DATE AS OF CHANGE: 20060608 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: 06895096 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ICAHN CARL C ET AL CENTRAL INDEX KEY: 0000921669 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 000000000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A 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 SC 13D/A 1 sch13da6806.txt VECTOR GROUP 6/8/06 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 12)* Vector Group Ltd. (Name of Issuer) Common Stock (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) JUNE 7, 2006 (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. 12) CUSIP No.112525100 1 NAME OF REPORTING PERSON Dixon Guarantor LLC 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* OO 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 0 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% 14 TYPE OF REPORTING PERSON* OO SCHEDULE 13D (Amendment No. 12) 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* OO 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 8,290,092 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 8,290,092 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,290,092 12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.61% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D (Amendment No. 12) CUSIP No.112525100 1 NAME OF REPORTING PERSON Hopper Investments, LLC 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* OO 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 8,290,092 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 8,290,092 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,290,092 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.61% 14 TYPE OF REPORTING PERSON* OO SCHEDULE 13D (Amendment No. 12) 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* OO 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 1,489,336 (See Item 5) 8 SHARED VOTING POWER 8,290,092 9 SOLE DISPOSITIVE POWER 1,489,336 (See Item 5) 10 SHARED DISPOSITIVE POWER 8,290,092 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,779,428 (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) 19.23% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D (Amendment No. 12) CUSIP No.112525100 1 NAME OF REPORTING PERSON Tortoise 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* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 370 8 SHARED VOTING POWER 670,680 9 SOLE DISPOSITIVE POWER 370 10 SHARED DISPOSITIVE POWER 670,680 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 671,050 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.34% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D (Amendment No. 12) CUSIP No.112525100 1 NAME OF REPORTING PERSON Arnos 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* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Nevada NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 671,050 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 671,050 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 671,050 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.34% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D (Amendment No. 12) CUSIP No.112525100 1 NAME OF REPORTING PERSON Unicorn Associates Corporation 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* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 671,050 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 671,050 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 671,050 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.34% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D (Amendment No. 12) CUSIP No.112525100 1 NAME OF REPORTING PERSON ACF Industries Holding 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* OO 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 671,050 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 671,050 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 671,050 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.34% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D (Amendment No. 12) CUSIP No.112525100 1 NAME OF REPORTING PERSON Highcrest Investors 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* OO 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 671,050 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 671,050 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 671,050 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.34% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D (Amendment No. 12) CUSIP No.112525100 1 NAME OF REPORTING PERSON Buffalo Investors 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* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 671,050 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 671,050 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 671,050 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.34% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D (Amendment No. 12) CUSIP No.112525100 1 NAME OF REPORTING PERSON Starfire Holding Corporation 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* OO 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 671,050 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 671,050 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 671,050 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.34% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D (Amendment No. 12) CUSIP No.112525100 1 NAME OF REPORTING PERSON Reindeer Holding LLC 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* OO 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 670,680 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 670,680 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 670,680 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.34% 14 TYPE OF REPORTING PERSON* OO SCHEDULE 13D (Amendment No. 12) CUSIP No.112525100 1 NAME OF REPORTING PERSON Reindeer Subsidiary LLC 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* OO 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 670,680 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 670,680 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 670,680 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.34% 14 TYPE OF REPORTING PERSON* OO SCHEDULE 13D (Amendment No. 12) CUSIP No.112525100 1 NAME OF REPORTING PERSON Little Meadow 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* OO 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 10,800 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 10,800 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,800 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.02% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D (Amendment No. 12) 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* OO 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 10,477,230 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 10,477,230 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,477,230 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /X/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.6% 14 TYPE OF REPORTING PERSON* IN SCHEDULE 13D (Amendment No. 12) 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* OO 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 15,952 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 15,952 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,952 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.03% 14 TYPE OF REPORTING PERSON* IN SCHEDULE 13D (Amendment No. 12) Item 1. Security and Issuer The Schedule 13D filed with the U.S. Securities and Exchange Commission on January 28, 1998, by the Reporting Persons, as amended on October 7, 1998, April 28, 2000, May 16, 2001, May 31, 2001, July 3, 2001, August 21, 2001, August 28, 2002, September 3, 2002 September 25, 2002, November 22, 2004 and March 7, 2006, relating to the shares of common stock, $0.10 par value (the "Shares"), of Vector Group Ltd. (f/k/a Brooke Group Ltd.) (the "Issuer"), is hereby 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 by adding thereto the following: In addition to the Registrants, the persons filing this statement are Reindeer Subsidiary LLC, a Delaware limited liability company ("Reindeer"), and Reindeer Holding LLC, a Delaware limited liability company ("Reindeer Holding"), and the term Registrants shall hereafter be deemed to include Reindeer and Reindeer Holding. The principal business address and the address of the principal office of each of Reindeer and Reindeer Holding is 100 South Bedford Road, Mount Kisco, New York 10549. Reindeer is primarily engaged in the business of holding and investing in securities. Reindeer Holding is primarily engaged in the business of acting as the sole member of Reindeer. As the sole member of Reindeer, Reindeer Holding controls Reindeer. Tortoise is the sole member of, and controls Reindeer Holding. Arnos Corp. is the sole shareholder of, and controls Tortoise. Unicorn is the sole shareholder of and controls Arnos. ACF Holding is the sole shareholder of and controls Unicorn. Highcrest is the sole shareholder of and controls ACF Holding. Buffalo owns approximately 99.34 percent of Highcrest and controls Highcrest. Starfire is the sole shareholder of and controls Buffalo. Carl Icahn is the sole shareholder of and controls Starfire. The name, citizenship, present principal occupation or employment and business address of each director and executive officer of each of Reindeer and Reindeer Holdings is set forth in Annex B attached hereto. Item 4. Purpose of Transaction Item 4 is hereby amended by adding thereto the following: On June 7, 2006, Barberry entered into an agreement (the "June 7 Agreement") with the Issuer pursuant to which Barberry agreed to convert $20 million aggregate principal amount of the Notes held by into 938,087 Shares, or such greater number of Shares resulting from an adjustment to the conversion price of the Notes after June 7, 2006 and prior to the conversion (the "Conversion"). As an inducement for Barberry to effect the Conversion, the Issuer agreed to issue to Barberry an additional 261,913 Shares (or such lesser number of Shares, in the event of an adjustment to the conversion price of the Notes after June 7, 2006 and prior to the Conversion, such that the aggregate number of Shares issued to Barberry equals 1,200,000 Shares). The Conversion and the issuance of the additional Shares will take place on the first business day following the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvement Act. The June 7 Agreement was filed by the Issuer with the Issuer's Form 8-K filed with the Securities and Exchange Commission on June 7, 2006. The foregoing description of the June 7 Agreement is qualified in its entirety by reference to the June 7 Agreement, a copy of which is filed herewith as Exhibit 2. Item 5. Interest in Securities of the Issuer Item 5 is hereby amended by deleting subsections (a) and (b) thereof in their entirety and replacing such subsections with the following: (a) The conversion price of the Notes was adjusted to $22.12 per share due to a stock dividend payable on September 29, 2004. As a result, the Notes became convertible at such time into 904,159 Shares. The conversion price of the Notes was adjusted on December 14, 2005 to $21.72 per share due to the increase in the number of issued Shares. As a result, the Notes became convertible at such time into 920,810 Shares. The conversion price of the Notes was adjusted to $21.32 per share due to a cash dividend paid on March 29, 2006. As a result, the Notes are currently convertible into 938,086 Shares. Assuming conversion of the Notes, the Icahn Group may be deemed to beneficially own, in the aggregate, 10,477,230 Shares representing approximately 20.6% of the Issuer's outstanding Shares (based upon the 49,921,221 Shares stated to be outstanding as of May 9, 2006 by the Issuer in the Issuer's Form 10-Q for the quarterly period ended March 31, 2006 filed with the Securities and Exchange Commission on May 10, 2006, and the Shares to be issued upon conversion of the Notes). Ms. Golden beneficially owns 15,952 Shares representing approximately 0.03% of the Issuer's outstanding Shares (based upon the 49,921,221 Shares stated to be outstanding as of May 9, 2006 by the Issuer in the Issuer's Form 10-Q for the quarterly period ended March 31, 2006 filed with the Securities and Exchange Commission on May 10, 2006). (b) Each of Barberry and Hopper by virtue of their relationship 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 8,290,092 Shares which High River owns. Each of Barberry and Hopper disclaims beneficial ownership of such Shares for all other purposes. Each of Starfire, Buffalo, Highcrest, ACF Holding, Unicorn and Arnos by virtue of their relationship to Tortoise (as disclosed in Item 2) may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the 370 Shares which Tortoise owns. Each of Starfire, Buffalo, Highcrest, ACF Holding, Unicorn and Arnos disclaims beneficial ownership of such Shares for all other purposes. Each of Starfire, Buffalo, Highcrest, ACF Holding, Unicorn, Arnos, Tortoise and Reindeer Holding by virtue of their relationship to Reindeer (as disclosed in Item 2) may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the 670,680 Shares which Reindeer owns. Each of Starfire, Buffalo, Highcrest, ACF Holding, Unicorn, Arnos, Tortoise and Reindeer Holding disclaims beneficial ownership of such Shares for all other purposes. Mr. Icahn by virtue of his relationship to Barberry, Hopper, High River, Starfire, Buffalo, Highcrest, ACF Holding, Unicorn, Arnos, Tortoise, Reindeer Holding, Reindeer and Little Meadow (as disclosed in Item 2) may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the 1,489,336 Shares (assuming conversion of the Notes into 938,086 Shares) which Barberry owns, the 8,290,092 Shares which High River owns, the 370 Shares which Tortoise owns, the 670,680 Shares which Reindeer owns and the 10,800 Shares which Little Meadow owns. Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Mr. Icahn by virtue of his relationship to Ms. Golden (as disclosed in Item 2) may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the 15,952 Shares which Ms. Golden owns. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes. (c) The only transactions effected within the past 60 days in the Shares are set forth in Item 5 hereof. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Item 6 is hereby amended by adding thereto the following: On June 7, 2006, Barberry and the Issuer entered into the June 7 Agreement. Item 7. Material to be Filed as Exhibits Item 7 is hereby amended by adding thereto the following: 2 The June 7 Agreement 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: June 8, 2006 /s/ Carl C. Icahn - ------------------ CARL C. ICAHN /s/ Gail Golden - ---------------- GAIL GOLDEN DIXON GUARANTOR LLC By: High River Limited Partnership, sole member By: Hopper Investments LLC, general partner By: /s/ Edward E. Mattner --------------------------------- EDWARD E. MATTNER, Vice President HIGH RIVER LIMITED PARTNERSHIP By: Hopper Investments LLC, general partner By: /s/ Edward E. Mattner --------------------------------- EDWARD E. MATTNER, Vice President HOPPER INVESTMENTS, LLC By: /s/ Edward E. Mattner ------------------------------------- EDWARD E. MATTNER, Vice President BARBERRY CORP. By: /s/ Edward E. Mattner --------------------------------- EDWARD E. MATTNER, Vice President [Signature Page of Amendment No. 12 to Schedule 13D with respect to Vector Group Ltd. in connection with June 7 Agreement - Conversion of Notes] TORTOISE CORP. By: /s/ Edward E. Mattner ---------------------- EDWARD E. MATTNER, President ARNOS CORP. By: /s/ Edward E. Mattner ------------------------------------------------- EDWARD E. MATTNER, Vice President UNICORN ASSOCIATES CORPORATION By: /s/ Edward E. Mattner ------------------------------------------------- EDWARD E. MATTNER, President and Treasurer ACF INDUSTRIES HOLDING CORP. By: /s/ Keith Cozza -------------------------------------------------- KEITH COZZA, Vice President HIGHCREST INVESTORS CORP. By: /s/ Keith Cozza -------------------------------------------------- KEITH COZZA, Vice President and Assistant Treasurer BUFFALO INVESTORS CORP. By: /s/ Edward E. Mattner ------------------------------------------------- EDWARD E. MATTNER, President and Treasurer STARFIRE HOLDING CORPORATION By: /s/ Keith Cozza ------------------------------------------------- KEITH COZZA, Secretary and Treasurer [Signature Page of Amendment No. 12 to Schedule 13D with respect to Vector Group Ltd. in connection with June 7 Agreement - Conversion of Notes] REINDEER HOLDING LLC By: /s/ Keith Cozza ------------------------------------------------- KEITH COZZA, Manager REINDEER SUBSIDIARY LLC By: /s/ Keith Cozza ------------------------------------------------- KEITH COZZA, President [Signature Page of Amendment No. 12 to Schedule 13D with respect to Vector Group Ltd. in connection with June 7 Agreement - Conversion of Notes] SCHEDULE B DIRECTORS AND EXECUTIVE OFFICERS The following sets forth the name, position, and principal occupation of each director and executive officer of each of Reindeer Holding LLC and Reindeer Subsidiary LLC. Each such person is a citizen of the United States of America. The business address of each director and officer is c/o Icahn Associates Corp., 767 Fifth Avenue, 47th Floor, New York, New York 10153. To the best of Registrants' knowledge, except as set forth in this statement on Schedule 13D, none of the directors or executive officers of the Registrants own any shares of the Issuer. Reindeer Holding LLC -- Keith Cozza, Manager Reindeer Subsidiary LLC -- Keith Cozza, President EX-99 2 sch13da6806ex.txt AGREEMENT June 7, 2006 Vector Group Ltd. 100 S.E. Second Street, 32nd Floor Miami, FL 33131 Attention: Howard M. Lorber President and Chief Executive Officer Gentlemen: Barberry Corp. ("Barberry") agrees that, on the first business day following the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvement Act (the "HSR Act"), it will convert $20 million principal amount of the 6.25% Convertible Subordinated Notes due July 15, 2008 of Vector Group Ltd. ("VGR") which it owns into 938,087 registered shares of VGR common stock (calculated based on the current conversion price of $21.32 per share), or such greater number of shares resulting from an adjustment after the date hereof to the conversion price of the Notes. As an inducement for Barberry to convert, VGR will issue to Barberry an additional 261,913 (or such lesser number of shares, in the event of an adjustment after the date hereof to the conversion price of the Notes, such that the total number of shares received by Barberry equals 1,200,000) unregistered shares of VGR common stock on the date of conversion, or as soon thereafter as such shares are listed on the NYSE. VGR agrees that it will promptly secure the listing of the unregistered shares on the NYSE, will use all reasonable efforts to file a registration statement for the unregistered shares within 45 days of the conversion date and will use all reasonable efforts to have the registration statement declared effective within 120 days of the date of conversion and to keep such registration statement effective until the later of the Barberry's shares are sold or Rule 144(k) is available. Barberry will promptly make all required filings under the HSR Act and will use all reasonable efforts to obtain the necessary approvals thereunder, and will pay Jefferies & Company, Inc. on the date of conversion a commission of $240,000. Additionally, on the date of conversion, VGR will also pay to Barberry, in cash, accrued interest on the converted Notes. On June 8, 2006, the accrued interest will equal $496,600. The payment for the accrued interest should be wired as follows: Bank of America ABA# 026009593 Barberry Corp Account# 2182015308 Attn: Andrea Porter Please indicate your agreement with the terms set forth above by signing below and sending an executed original to me. Very truly yours, Barberry Corp. By: /s/ Keith Cozza ------------------ Name: Keith Cozza Title: Treasurer THE FOREGOING IS AGREED TO AND ACCEPTED: Vector Group Ltd. By: /s/ Richard J. Lampen --------------------- Name: Richard J. Lampen Title: Executive Vice President -----END PRIVACY-ENHANCED MESSAGE-----