UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
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)
September 29, 2005
(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. 11)
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*
WC, 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
262,500
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
262,500
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
262,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.52%
14 TYPE OF REPORTING PERSON*
OO
SCHEDULE 13D
(Amendment No. 11)
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, 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
8,027,592
8 SHARED VOTING POWER
262,500
9 SOLE DISPOSITIVE POWER
8,027,592
10 SHARED DISPOSITIVE POWER
262,500
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)
16.32%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
(Amendment No. 11)
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*
AF
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)
16.32%
14 TYPE OF REPORTING PERSON*
OO
SCHEDULE 13D
(Amendment No. 11)
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, 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
1,472,060 (See Item 5)
8 SHARED VOTING POWER
8,290,092
9 SOLE DISPOSITIVE POWER
1,472,060 (See Item 5)
10 SHARED DISPOSITIVE POWER
8,290,092
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,762,152 (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)
19.22%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
(Amendment No. 11)
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*
WC, 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
671,050
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
671,050
10 SHARED DISPOSITIVE POWER
0
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)
1.32%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
(Amendment No. 11)
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*
AF
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)
1.32%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
(Amendment No. 11)
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*
AF
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)
1.32%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
(Amendment No. 11)
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*
AF
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)
1.32%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
(Amendment No. 11)
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*
AF
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)
1.32%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
(Amendment No. 11)
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*
AF
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)
1.32%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
(Amendment No. 11)
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*
AF
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)
1.32%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
(Amendment No. 11)
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*
WC, 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. 11)
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*
AF
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
10,444,002
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
10,444,002
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,444,002
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.56%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
(Amendment No. 11)
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, 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)
.03%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
(Amendment No. 11)
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 and November 22, 2004, 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 and restated as follows:
The persons filing this statement are Tortoise Corp., a New York
corporation ("Tortoise"), Arnos Corp., a Nevada corporation ("Arnos"), Unicorn
Associates Corporation, a New York corporation ("Unicorn"), ACF Industries
Holding Corp, a Delaware corporation ("ACF Holding"), Highcrest Investors Corp.,
a Delaware corporation ("Highcrest"), Buffalo Investors Corp., a New York
corporation ("Buffalo"), Starfire Holding Corporation, a Delaware corporation
("Starfire"), Little Meadow Corp., a Delaware corporation ("Little Meadow"),
Barberry Corp., a Delaware corporation ("Barberry"), Hopper Investments LLC, a
Delaware limited liability company ("Hopper"), High River Limited Partnership, a
Delaware limited partnership ("High River") and Dixon Guarantor LLC, a Delaware
limited liability company ("Dixon", and collectively with Tortoise, Arnos,
Unicorn, ACF Holding, Highcrest, Buffalo, Starfire, Little Meadow, Barberry,
Hopper and High River, the "Icahn Entities"), Carl C. Icahn, a citizen of the
United States of America (Mr. Icahn, and collectively with the Icahn Entities,
the "Icahn Group") and Gail Golden, a citizen of the United States of America,
the spouse of Mr. Icahn (Ms. Golden collectively with the Icahn Group, the
"Registrants"). The principal business address and the address of the principal
office of (i) the Icahn Entities is 100 South Bedford Road, Mount Kisco, New
York 10549 and (ii) Mr. Icahn, and Ms. Golden is c/o Icahn Associates Corp., 767
Fifth Avenue, 47th Floor, New York, New York 10153.
Barberry is the sole member of Hopper. Hopper is the general partner of High
River. High River is the sole member of Dixon. Buffalo is 100 percent owned by
Starfire. Highcrest is approximately 99.34 percent owned by Buffalo. ACF Holding
is 100 percent owned by Highcrest. Unicorn is 100 percent owned by ACF Holding.
Arnos is 100 percent owned by Unicorn. Tortoise is 100 percent owned by Arnos.
Each of Barberry, Starfire and Little Meadow are 100 percent owned by Mr. Icahn.
Mr. Icahn is (i) the sole director of each of Barberry, Little Meadow and
Starfire and (ii) Chairman of the Board and President of Barberry and Starfire.
As a result of Mr. Icahn's direct or indirect ownership of and position(s), as
applicable, with the Icahn Entities, Mr. Icahn is in a position to directly and
indirectly determine the investment and voting decisions made by the Icahn
Entities.
Each of Barberry, High River, Dixon, Starfire, Buffalo, Highcrest, ACF Holding,
Unicorn, Arnos, Tortoise, and Little Meadow are primarily engaged in the
business of holding and investing in securities. Hopper is primarily engaged in
the business of acting as the general partner of High River and holding and
investing in securities.
Mr. Icahn's present principal occupation or employment is: (i) owning all of the
interests in CCI Onshore Corp. ("Onshore") and CCI Offshore Corp. ("Offshore"),
through which Mr. Icahn indirectly directs and manages the investments of Icahn
Partners Master Fund LP, a Cayman Island limited partnership ("Icahn Master")
and Icahn Partners LP, a Delaware limited partnership ("Icahn Partners"); (ii)
indirectly owning all of the interests in American Property Investors Inc.
("API"), the general partner of American Real Estate Partners L.P., a limited
partnership engaged directly and indirectly in real estate and the operation of
various businesses; and (iii) owning all of the interests of Starfire Holding
Corporation, a Delaware corporation ("Starfire") and acting as President and a
director of Starfire and as the Chairman of the Board and a director of various
Starfire subsidiaries. Each of Starfire, Onshore, Offshore, Icahn Master and
Icahn Partners is primarily engaged in the business of investing in and holding
securities of various entities. Ms Golden's present principal occupation or
employment is acting as an officer of various entities controlled by Mr. Icahn.
The name, citizenship, present principal occupation or employment and business
address of each director and executive officer of the Icahn Entities is set
forth in Schedule A attached hereto.
Item 3. Source and Amount of Funds or other Consideration
Item 3 is hereby amended to add the following:
On December 14, 2005, pursuant to the Issuer's Exchange Offer for New
Valley Corporation common stock, the Icahn Entities in the aggregate received
681,850 Shares.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended to add 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 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 into 920,810 Shares. Assuming conversion of the
Notes, the Icahn Group may be deemed to beneficially own, in the
aggregate, 10,444,002 Shares representing approximately 20.56% of the
Issuer's outstanding Shares (based upon the 49,878,697 Shares stated
to be outstanding as of February 14, 2006 by the Issuer in the
Issuer's Form 424B3 filed with the Securities and Exchange Commission
on February 15, 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
49,878,697 Shares stated to be outstanding as of February 14, 2006 by
the Issuer in the Issuer's Form 424B3 filed with the Securities and
Exchange Commission on February 15, 2006).
(b) High River by virtue of its relationship to Dixon (as disclosed in
Item 2), may be deemed to 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 for all other
purposes. Each of Barberry and Hopper by virtue of their relationship
to High River and Dixon (as disclosed in Item 2), may be deemed to
beneficially own (as that term is defined in Rule 13d-3 under the Act)
the 8,027,592 Shares which High River owns and the 262,500 Shares
which Dixon owns. Each of Barberry and Hopper disclaim beneficial
ownership of such Shares 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 671,050 Shares which Tortoise owns. Each of
Starfire, Buffalo, Highcrest, ACF Holding, Unicorn and Arnos disclaim
beneficial ownership of such Shares for all other purposes.
Mr. Icahn by virtue of his relationship to Barberry, Hopper, High
River, Dixon, Starfire, Buffalo, Highcrest, ACF Holding, Unicorn,
Arnos, Tortoise 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 1,472,060 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 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 following table sets forth all transactions with respect to the
Shares effected by any of the Registrants since September 29, 2005.
Name Date No. of Shares Acquired Price Per Share
---- ---- ---------------------- ---------------
Barberry 9/29/05 26,250 5% Dividend payable
on 9/29/05
Dixon 9/29/05 12,500 5% Dividend payable
on 9/29/05
High River 9/29/05 382,266 5% Dividend payable
on 9/29/05
Gail Golden 9/29/05 759 5% Dividend payable
on 9/29/05
Little Meadow 12/14/05 10,800 Received pursuant to
Issuer's Exchange
Offer for New Valley
Corporation common
shares
Tortoise Corp. 12/14/05 671,050 Received pursuant to
Issuer's Exchange
Offer for New Valley
Corporation common
shares
Item 7. Material to be Filed as Exhibits
Item 7 is hereby amended and restated as follows:
1 Amended and Restated Joint Filing Agreement of the Registrants
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: March 6, 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. 11 to Schedule 13D
with respect to Vector Group Ltd.]
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. 10 to Schedule 13D
with respect to Vector Group Ltd.]
EXHIBIT 1
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AMENDED AND RESTATED
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf of
each of them of a statement on Schedule 13D (including amendments thereto) with
respect to the common stock, $.10 par value, of Vector Group Ltd., and further
agree that this Amended and Restated Joint Filing Agreement be included as an
Exhibit to such joint filings. In evidence thereof, the undersigned, being duly
authorized, have executed this Amended and Restated Joint Filing Agreement this
6th day of March, 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
[Signature Page to Amended and Restated Joint Filing Agreement
with respect to Vector Group Ltd.]
BARBERRY CORP.
By: /s/ Edward E. Mattner
---------------------
EDWARD E. MATTNER, Vice President
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
[Signature Page to Amended and Restated Joint Filing Agreement
with respect to Vector Group Ltd.]
STARFIRE HOLDING CORPORATION
By: /s/ Keith Cozza
---------------
KEITH COZZA, Secretary and Treasurer
[Signature Page to Amended and Restated Joint Filing Agreement with
respect to Vector Group Ltd.]
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS
The following sets forth the name, position, and principal occupation of each
director and executive officer of Arnos, ACF Holding, Barberry, Buffalo, Dixon,
High River, Highcrest, Hopper, Little Meadow, Starfire, Tortoise and Unicorn.
Each such person is a citizen of the United States of America. The business
address of Messrs. Icahn, Bleznick, Mattner, Intrieri, Cozza and Ms Golden is
767 Fifth Avenue, 47th Floor, New York, New York 10153. The business address of
Mr. Pettit is 2000 Las Vegas Blvd. South, Las Vegas, NV 89104 Unless as
otherwise indicated, to the best of the Registrant's knowledge, except as set
forth in this Schedule 13D, none of the directors or executive officers of the
Registrants own any Shares of the Issuer.
ARNOS CORP.
Name Title
---- -----
Carl C. Icahn Director and President
Edward E. Mattner Vice President
Gail Golden Vice President, Secretary; Treasurer
Jordan Bleznick Vice President/Taxes*
Craig Pettit Vice President of Administration; Assistant
Secretary
ACF INDUSTRIES HOLDING CORP.
Name Title
---- -----
Carl C. Icahn Director and Chairman of the Board
Keith Cozza Director and Vice President
Vincent J. Intrieri President; Treasurer
Jordan Bleznick Vice President/Taxes*
BARBERRY CORP.
Name Title
---- -----
Carl C. Icahn Director, Chairman of the Board and
President
Jordan Bleznick Vice President/Taxes*
Edward E. Mattner Vice President; Authorized Signatory
Gail Golden Vice President; Authorized Signatory
Vincent J. Intrieri Vice President; Authorized Signatory
Keith Cozza Secretary; Treasurer
BUFFALO INVESTORS CORP.
Name Title
---- -----
Keith Cozza Director, Vice President; Assistant
Secretary
Gail Golden Assistant Secretary
Edward E. Mattner President; Treasurer
Jordan Bleznick Vice President/Taxes*
DIXON GUARANTOR LLC
Name Title
---- -----
High River Limited Partnership General Partner
HIGH RIVER LIMITED PARTNERSHIP
Name Title
---- -----
Hopper Investments LLC General Partner
HIGHCREST INVESTORS CORP.
Name Title
---- -----
Carl C. Icahn Director; Chairman of the Board; President
Edward E. Mattner Director
Keith Cozza Director; Vice President; Assistant
Treasurer
Jordan Bleznick Vice President/Taxes*
Gail Golden Vice President; Secretary
Vincent J. Intrieri Assistant Secretary
HOPPER INVESTMENTS LLC
Name Title
---- -----
Barberry Corp. Sole Member
Edward E. Mattner Vice President
LITTLE MEADOW CORP.
Name Title
---- -----
Carl C. Icahn Director
Edward E. Mattner President; Authorized Signatory
Jordan Bleznick Vice President/Taxes*
Vincent J. Intrieri Vice President
Keith Cozza Secretary; Treasurer; Authorized Signatory
STARFIRE HOLDING CORPORATION
Name Title
---- -----
Carl C. Icahn Director; Chairman of the Board; President
Vincent J. Intrieri Vice President; Authorized Signatory
Gail Golden Vice President; Authorized Signatory
Jordan Bleznick Vice President/Taxes*
Keith Cozza Secretary; Treasurer; Authorized Signatory
TORTOISE CORP.
Name Title
---- -----
Carl C. Icahn Director
Edward E. Mattner President
Gail Golden Vice President; Secretary
Vincent J. Intrieri Vice President; Assistant Secretary
Jordan Bleznick Vice President/Taxes*
UNICORN ASSOCIATES CORPORATION
Name Title
---- -----
Carl C. Icahn Director
Edward E. Mattner President; Treasurer
Gail Golden Vice President; Secretary
Jordan Bleznick Vice President/Taxes *
--------
*Restricted signing authority. May only execute documents related to tax
matters.