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FORM 4
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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
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subject to Section 16. Form 4 or OMB Number - 3235-0287
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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 July, 2002
(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)
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)
7/23/02
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
129,200 A $14.14
5. Amount of Securities Beneficially Owned at End of Month
(Instr. 3 and 4)
6,374,500
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)
7/24/02
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
10,000 A $13.60
5. Amount of Securities Beneficially Owned at End of Month
(Instr. 3 and 4)
6,374,500
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
I
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
See Explanation
Table I (C) - 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)
7/26/02
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
60,800 A $14.86
5. Amount of Securities Beneficially Owned at End of Month
(Instr. 3 and 4)
6,374,500
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
I
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
See Explanation
Page 1 of 4
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)
2. Conversion of Exercise Price of Derivative Security
3. Transaction Date
(Month/Day/Year)
4. Transaction Code
(Instr. 8)
Code V
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
(A) (D)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
Date Exercisable Expiration Date
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
Title Amount or Number of Shares
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned at End of Month
(Instr. 4)
10. Ownership Form of Derivatives Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Explanation of Responses:
As a general partner of High River, Barberry Corp. (Barberry) may be deemed to
own beneficially 6,374,500 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 6,374,500 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
13,175 Shares. Mr. Icahn disclaims beneficial ownership of Shares directly
beneficially owned by Ms. Golden.
/s/ Carl C. Icahn August 26, 2002
**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 2 of 4
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: July, 2002
Signature: Barberry Corp., as General Partner
By: /s/ Robert J. Mitchell
Name: Robert J. Mitchell
Title: Authorized Signatory
Page 3 of 4
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: July, 2002
Signature: Barberry Corp.
By: /s/ Robert J. Mitchell
Name: Robert J. Mitchell
Title: Authorized Signatory
Page 4 of 4