UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 14)*
Vector Group Ltd.
(Name of Issuer)
Common Stock, par value $.10 per share
(Title of Class of Securities)
112525100
(CUSIP Number)
Keith Schaitkin, Esq., General Counsel
Icahn Associates Corp. and affiliated companies
767 Fifth Avenue, 47th floor
New York, New York 10153
(212) 702-4380
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 22, 2011
(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 informa-tion 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. 14)
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
3,963,852
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
3,963,852
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,963,852
12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.99%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
(Amendment No. 14)
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
3,963,852
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,963,852
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,963,852
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.99%
14 TYPE OF REPORTING PERSON*
OO
SCHEDULE 13D
(Amendment No. 14)
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
0
8 SHARED VOTING POWER
3,963,852
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,963,852
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,963,852
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.99%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
(Amendment No. 14)
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
3,963,852
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,963,852
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,963,852
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.99%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
(Amendment No. 14)
Item 1. Security and Issuer
The Schedule 13D filed with the U.S. Securities and Exchange Commission on
January 28, 1998, by the Icahn Group, as previously amended, relating to the
shares of common stock, $0.10 par value (the "Shares"), of Vector 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 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended to add the following:
On November 22, 2011, the Icahn Group sold an aggregate of 10,836,000
Shares at a price of $17.705 per share. 7,240,000 Shares were sold in market
transactions and 3,596,000 Shares were sold in a private transaction pursuant to
an agreement, a copy of which is filed herewith as an exhibit and incorporated
herein by reference. The transactions are expected to settle on or about
November 28, 2011.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and restated in its entirety
as follows:
(a) Following the transactions described in Item 4 above, the Icahn Group
may be deemed to beneficially own, in the aggregate, 3,963,852 Shares,
representing approximately 4.99% of the Issuer's outstanding Shares (based upon
the 79,442,674 Shares stated to be outstanding as of November 3, 2011 by the
Issuer in the Issuer's Form 10-Q filed with the Securities and Exchange
Commission on November 3, 2011).
(b) High River may be deemed to have sole voting power and sole dispositive
power with regard to 3,963,852 Shares. Each of Hopper, Barberry and Carl C.
Icahn, by virtue of their relationship to High River, may be deemed to have
shared voting power and shared dispositive power with regard to such Shares.
(c) All transactions in the Shares effected by the Icahn Group within the
past 60 days are set forth in Item 4 hereof.
(e) As a result of the transactions reported in this Schedule 13D, the
Icahn Group ceased to be the beneficial owners of more than five percent of the
Shares and are no longer subject to the reporting requirements of Rule 13d-1(a)
of the Exchange Act.
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to
Securities of the Issuer
Item 6 of the Schedule 13D is hereby amended by adding the following:
The disclosure set forth above in Item 4 is incorporated herein by
reference.
Item 7. Exhibits
1. Agreement dated as of November 22, 2011, among High River Limited
Partnership, Frost Gamma Investments Trust and Phillip Frost.
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: November 23, 2011
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, its general partner
By: Barberry Corp., its sole member
By: /s/ Edward E. Mattner
---------------------
Name: Edward Mattner
Title: Authorized Signatory
HOPPER INVESTMENTS, LLC
By: Barberry Corp., its sole member
By: /s/ Edward E. Mattner
---------------------
Name: Edward Mattner
Title: Authorized Signatory
BARBERRY CORP.
By: /s/ Edward E. Mattner
---------------------
Name: Edward Mattner
Title: Authorized Signatory
/s/ Carl C. Icahn
-----------------
CARL C. ICAHN
[Signature Page of Amendment No. 14 to Schedule 13D with respect to Vector
Group Ltd.]
EXHIBIT 1
PURCHASE AGREEMENT
This PURCHASE AGREEMENT ("AGREEMENT") is entered into as of the 22nd day of
November, 2011, by and between FROST GAMMA INVESTMEMTS TRUST and PHILLIP FROST
(jointly and severally, the "BUYER") and HIGH RIVER LIMITED PARTNERSHIP
("SELLER").
B A C K G R O U N D
WHEREAS, Seller is the owner of 3,596,000 shares of the Common Stock, par
value $0.10 per share (such 3,596,000 shares, the "COMMON STOCK") issued by
Vector Group Ltd. (the "COMPANY"); and
WHEREAS, Seller has agreed to sell the Common Stock for an aggregate of
$63,667,180 (the "TOTAL PRICE"); and
WHEREAS, the Buyer has agreed to purchase the Common Stock for the Total
Price.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
promises, covenants and agreements herein contained, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Seller and the Buyer, intending to be legally bound, hereby agree
as follows:
SECTION 1. PURCHASE AND SALE. The Buyer hereby purchases from the Seller,
and Seller hereby sells to the Buyer all rights, title and interest in the
Common Stock.
SECTION 2. PAYMENT AND DELIVERY. On November 28, 2011, the Seller shall
deliver the Common Stock to an account at Jefferies and Company designated by
Phillip Frost versus immediate payment (DVP) of the Total Price to Seller.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby
represents and warrants to the Buyer as follows:
(a) This Agreement has been duly and validly executed and delivered by
Seller and constitutes the legal, valid and binding obligation of Seller,
enforceable against the Seller in accordance with its terms.
(b) Seller has full and legal title and beneficial interest to the
Common Stock and conveys to Buyer, such Common Stock, free and clear of any
lien.
(c) Seller acknowledges and understands that Buyer may have
information regarding the Company not known to Seller.
SECTION 4. REPRESENTATIONS AND WARRANTIES OF THE BUYER. The Buyer hereby
represents and warrants to Seller as follows:
(a) This Agreement has been duly and validly executed and delivered by
the Buyer and constitutes the legal, valid and binding obligation of the Buyer,
enforceable against the Buyer in accordance with its terms.
(b) Buyer is purchasing the Common Stock for its own account and not
with a view towards the sale or distribution thereof in violation of the
Securities Act of 1933, as may be amended from time to time (the "ACT").
(c) Buyer is (i) an "accredited investor" as defined in Rule 501(a) of
Regulation D promulgated under the Act and (ii) a "qualified institutional
buyer" as defined in Rule 144A of the Act.
(d) Buyer understands that its investment in the Common Stock entails
a high degree of risk, Buyer's acquisition of the Common Stock will be a highly
speculative investment and, without impairing its financial condition, it is
able to hold the Common Stock for an indefinite period of time and to suffer a
complete loss of its investment. Buyer understands the lack of liquidity and
restrictions on transfer of the Common Stock and that its investment in the
Common Stock is suitable only for a person or entity of adequate financial means
that has no need for liquidity of this investment and that can afford a total
loss of its investment;
(e) Buyer is not acquiring the Common Stock as a result of or
subsequent to any advertisement, article, notice or other communication
published in any newspaper, magazine or similar media or broadcast over
television or radio, any seminar or meeting, or any solicitation by a person not
previously known thereto in connection with investments in securities generally.
(f) Buyer acknowledges and understands that Seller may have
information regarding the Company not known to Buyer.
SECTION 5. MISCELLANEOUS.
(a) Survival. All representations, warranties and agreements made by
each party under this Agreement shall survive the closing of the transactions
contemplated hereunder.
(b) Choice of Law. All questions concerning the construction,
validity, enforcement and interpretation of this Agreement shall be governed by
and construed and enforced in accordance with the internal laws of the State of
New York, without regard to the principles of conflicts of law thereof. Each
party agrees that all legal proceedings concerning the interpretations,
enforcement and defense of the transactions contemplated by this Agreement
(whether brought against a party hereto or its respective affiliates,
principals, stockholders, directors, partners, employees and agents) shall be
commenced exclusively in the state and federal courts sitting in the City of New
York. Each party hereby irrevocably submits to the exclusive jurisdiction of the
state and federal courts sitting in the City of New York, Borough of Manhattan
for the adjudication of any dispute hereunder or in connection herewith or with
any transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that
such suit, action or proceeding is improper or is an inconvenient venue for such
proceeding.
(c) Counterparts. This Agreement may be executed in counterparts
(whether facsimile, .PDF or original), each of which shall be deemed to be an
original, and all of which shall together constitute one and the same
instrument.
(d) Further Instruments. The parties shall, at any time, and from time
to time, following the execution hereof, execute and deliver all such further
instruments or documents and take all such further actions as may be reasonably
necessary or appropriate in order to carry out more effectively the intent and
purposes of this Agreement.
(e) Amendment. No amendment of any provision of this Agreement shall
be valid unless the same shall be in writing and signed by the parties hereto.
(f) Expenses. Each party will bear its own expenses and costs incurred
in connection with this Agreement and the transactions contemplated hereby.
(g) Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter contained herein, and
supersedes all prior and contemporaneous oral and written communications and
agreements with respect thereto.
(h) No Broker. The parties represent and warrant to each other that
neither party used any broker in connection with the transaction.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
BUYER:
FROST GAMMA INVESTMEMTS TRUST
By: _____________________________________
Name: Phillip Frost
Title: Trustee
________________________________________
PHILLIP FROST
SELLER:
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, its general partner
By: Barberry Corp., its sole member
By: _____________________________________
Name: Edward Mattner
Title: Authorized Signatory