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FORM 4
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 June, 2001
(Month/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)
Page 1 of 7
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)
6/22/01
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
200 A $28.15
5. Amount of Securities Beneficially Owned at End of Month
(Instr. 3 and 4)
4,380,478
Page 2 of 7
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)
6/29/01
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
750,000 A $29.70
5. Amount of Securities Beneficially Owned at End of Month
(Instr. 3 and 4)
4,380,478
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
I
Page 3 of 7
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
See Explanation
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)
6.35% Convertible Subordinated Notes due 2008 (the "Notes")
2. Conversion of Exercise Price of Derivative Security - $36,531
3. Transaction Date
(Month/Day/Year) - 6/29/01
4. Transaction Code
(Instr. 8)
Code V
P
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 amd 5)
(A) (D)
$20,000,000 - principal
6. Date Exercisable and Expiration Date
(Month/Day/Year)
Date Exercisable Expiration Date
6/29/01 7/15/08
Page 4 of 7
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
Title Amount or Number of Shares
Common Stock, $0.10 par value 547,481
8. Price of Derivative Security
(Instr. 5)
$20,000,000
9. Number of Derivative Securities Beneficially Owned at End of Month
(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:
Assuming future conversion of the Notes into 547,481 Shares, High River Limited
Partnership (High River) directly beneficially owns 4,927,959 Shares. As a
general partner of High River, Barberry Corp. (Barberry) may be deemed to own
beneficially 4,927,959 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 4,927,959 Shares as to which High River
possesses direct beneficial ownership. Each of Mr. Icahn and Barberry disclaim
beneficial ownership of such Shares for all other purposes. Ms. Gail Golden,
the spouse of Mr. Icahn, directly beneficially owns 12,548 Shares. Mr. Icahn
disclaims beneficial ownership of Shares directly beneficially owned by Ms.
Golden.
________________________________ July 5, 2001
**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 5 of 7
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: June, 2001
Signature: Barberry Corp., as General Partner
By: _____________________________
Name: Robert J. Mitchell
Title: Authorized Signatory
Page 6 of 7
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
of: June, 2001
Signature: Barberry Corp.
By: _____________________________
Name: Robert J. Mitchell
Title: Authorized Signatory
Page 7 of 7