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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
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 16, 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. 13)
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. 13)
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)
15.32%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
(Amendment No. 13)
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)
15.32%
14 TYPE OF REPORTING PERSON*
OO
SCHEDULE 13D
(Amendment No. 13)
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
1,751,250
8 SHARED VOTING POWER
8,290,092
9 SOLE DISPOSITIVE POWER
1,751,250
10 SHARED DISPOSITIVE POWER
8,290,092
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,041,342
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.55%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
(Amendment No. 13)
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)
1.24%
14 TYPE OF REPORTING PERSON*
OO
SCHEDULE 13D
(Amendment No. 13)
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)
1.24%
14 TYPE OF REPORTING PERSON*
OO
SCHEDULE 13D
(Amendment No. 13)
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)
1.24%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
(Amendment No. 13)
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)
1.24%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
(Amendment No. 13)
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)
1.24%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
(Amendment No. 13)
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)
1.24%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
(Amendment No. 13)
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)
1.24%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
(Amendment No. 13)
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)
1.24%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
(Amendment No. 13)
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)
1.24%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
(Amendment No. 13)
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. 13)
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
10,723,192
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
10,723,192
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.81%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
(Amendment No. 13)
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. 13)
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, March 7, 2006 and
June 9, 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:
The principal business address and the address of the principal office of each
of Reindeer, Reindeer Holding, Tortoise, Arnos, Unicorn, ACF Holding, Highcrest,
Buffalo, Starfire, Little Meadow, Barberry, Hopper, High River, and Dixon
(collectively, the "Icahn Entities") is White Plains Plaza, 445 Hamilton Avenue,
Suite 1210, White Plains, New York 10601
Item 4. Purpose of Transaction
Item 4 is hereby amended by adding thereto the following:
The Conversion and the issuance of the additional Shares contemplated by the
June 7 Agreement occurred on June 16, 2006.
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) As of the close of business on June 16, 2006: (i) the Icahn Group may be
deemed to beneficially own, in the aggregate 10,723,192 Shares,
representing approximately 19.81% of the Issuer's outstanding Shares; and
(ii) Ms Golden owns 15,952 Shares representing approximately .03% of the
Issuer's outstanding Shares in each case (based upon 54,121,221 Shares
based upon information contained in the Issuer's Form 8-K dated June 7,
2006 filed with the Securities and Exchange Commission on June 8, 2006 and
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 1,751,250 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 transactions effected within the past 60 days in the Shares are set
forth in Item 4 hereof.
Item 7. Material to be Filed as Exhibits
Item 7 is hereby amended by adding thereto the following:
1. Amended and Restated Joint Filing 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 16, 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. 13 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. 13 to Schedule 13D
with respect to Vector Group Ltd.]
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. 13 to Schedule 13D
with respect to Vector Group Ltd.]
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
16th day of June, 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 the Amended and Restated Joint Filing Agreement
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 the Amended and Restated Joint Filing Agreement
with respect to Vector Group Ltd.]
REINDEER HOLDING LLC
By: /s/ Keith Cozza
--------------------
KEITH COZZA, Manager
REINDEER SUBSIDIARY LLC
By: /s/ Keith Cozza
----------------------
KEITH COZZA, President
[Signature Page of the Amended and Restated Joint Filing Agreement
with respect to Vector Group Ltd.]