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
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