UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
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 20, 2002
(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. 9)
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
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
7,182,890
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
7,182,890
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,182,890
12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.1%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
(Amendment No. 9)
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
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
647,040 (See Item 5)
8 SHARED VOTING POWER
7,182,890
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
7,182,890
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,829,930 (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)
23.1%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
(Amendment No. 9)
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*
WC
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
7,829,930 (See Item 5)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
7,829,930(See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,829,930 (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)
23.1%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
(Amendment No. 9)
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
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
13,831
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
13,831
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,831
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.041%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
(Amendment No. 9)
Item 1. Security and Issuer
The Schedule 13D filed with the U.S. Securities and Exchange Commission on
January 28, 1998, by the Registrants, as amended on October 7, 1998, April 28,
2000, May 16, 2001, May 31, 2001, July 3, 2001, August 21, 2001, August 28, 2002
and September 3, 2002, 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 3. Source and Amount of Funds or Other Consideration
The aggregate purchase price of the 184,900 Shares purchased by the
Registrants not previously reported on a Schedule 13D by the Registrants was
$2,418,821. The source of funding for the purchase of these Shares was the
general working capital of High River.
Item 5. Interest in Securities of the Issuer
(a) Registrants advised the Issuer that it desired to purchase up to an
additional 1,000,000 Shares in the open market. On September 4, 2002, Issuer
informed Registrants that the Board of Directors of the Issuer on September 3,
2002 approved the proposed purchase under Section 203 of the Delaware General
Corporation Law and made provisions for stock dividends and the effect of
anti-dilution provisions. Registrants continue to reserve the right to maintain
that, pursuant to Section 203 of the Delaware General Corporation Law, such
resolution is unnecessary as a result of the resolution adopted by Issuer's
Board of Directors on June 29, 2001, a copy of which was previously filed
herewith. The conversion price of the Notes was adjusted to $30.91 per share due
to a stock dividend payable on September 27, 2002. As a result, the Notes became
convertible into 647,040 Shares. Assuming conversion of the Notes, Registrants
may be deemed to beneficially own, in the aggregate, 7,829,930 Shares
representing approximately 23.1% of the Issuer's outstanding Shares (based upon
the 33,257,284 Shares stated to be outstanding as of August 13, 2002 by the
Issuer in the Issuer's Form 10-Q for the Quarterly Period Ended June 30, 2002,
and the Shares to be issued upon conversion of the Notes).
(b) High River has sole voting power and sole dispositive power with regard
to 7,182,890 Shares. Assuming conversion of the Notes into 647,040 Shares,
Barberry has sole voting power and sole dispositive power with regard to 647,040
Shares. Barberry has shared voting power and shared dispositive power with
regard to 7,182,890 Shares. Carl C. Icahn has shared voting power and shared
dispositive power with regard to 7,829,930 Shares. Gail Golden, the spouse of
Mr. Icahn, has sole voting power and sole dispositive power with regard to
13,831 Shares.
Barberry and Mr. Icahn, by virtue of their relationships 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 Shares, which High River directly beneficially
owns. Each of Barberry and Mr. Icahn disclaims beneficial ownership of such
Shares for all other purposes. Mr. Icahn by virtue of his relationship to
Barberry (as disclosed in Item 2), may be deemed to beneficially own (as that
term is defined in Rule 13d-3 under the Act) the Shares which Barberry directly
beneficially owns. Mr. Icahn disclaims beneficial ownership of such Shares for
all other purposes. Mr. Icahn disclaims beneficial ownership of Shares directly
beneficially owned by Ms. Golden.
(c) The following table sets forth all transactions with respect to the
Shares effected by any of the Registrants during the past sixty days not
previously reported. All such transactions were effected in the open market.
Name Date No. of Shares Purchased Price Per Share
High River 9/4/02 24,000 $ 13.83
High River 9/5/02 23,300 $ 13.99
High River 9/20/02 335,490 5% Dividend payable
on 9/27/02
Gail Golden 9/20/02 656 5% Dividend payable
on 9/27/02
High River 9/23/02 900 $ 12.82
High River 9/24/02 51,200 $ 12.83
High River 9/25/02 85,500 $ 12.78
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: September 25, 2002
HIGH RIVER LIMITED PARTNERSHIP
By: BARBERRY CORP,
General Partner
By: /s/ Robert J. Mitchell
Name: Robert J. Mitchell
Title: Authorized Signatory
BARBERRY CORP.
By: /s/ Robert J. Mitchell
Name: Robert J. Mitchell
Title: Authorized Signatory
/s/ Carl C. Icahn
CARL C. ICAHN
/s/ Gail Golden
GAIL GOLDEN
[Signature Page of Amendment No. 9 to Schedule 13D with respect to
Vector Group Ltd.]