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
__ Check this box if no longer OMB Approval
subject to Section 16. Form 4 or OMB Number - 3235-0287
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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 November 20, 2002 - November 22, 2002
(Month/Date/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)
11/20/02
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
200,000 A $9.72
5. Amount of Securities Beneficially Owned at End of Transaction
(Instr. 3 and 4)
7,607,689
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)
11/21/02
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
29,800 A $10.28
5. Amount of Securities Beneficially Owned at End of Transaction
(Instr. 3 and 4)
7,637,489
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)
6.25% Convertible Subordinated Notes due 2008 (the "Notes")
2. Conversion of Exercise Price of Derivative Security
$30.91
3. Transaction Date
(Month/Day/Year)
Conversion price as of 9/20/02
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
6/29/01 7/15/08
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
Title Amount or Number of Shares
Common Stock, $0.10 par value 647,040
8. Price of Derivative Security
(Instr. 5)
$20,000,000
9. Number of Derivative Securities Beneficially Owned at End of
Transaction
(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:
The conversion price of the Notes was adjusted to $30.91 per share due to a
stock dividend payable on September 27, 2002. Assuming future conversion of the
Notes, Barberry Corp. (Barberry) may be deemed to directly beneficially own
647,040 Shares. As general partner of High River, Barberry may be deemed to
beneficially own 7,637,489 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 7,637,489 Shares as to which High
River possesses direct beneficial ownership and 647,040 Shares as to which
Barberry possesses direct beneficial ownership. Each of Mr. Icahn and Barberry
disclaim beneficial ownership of the Shares that High River directly
beneficially owns for all other purposes. Mr. Icahn disclaims beneficial
ownership of the Shares that Barberry directly beneficially owns. Ms. Gail
Golden, the spouse of Mr. Icahn, directly beneficially owns 13,833 Shares. Mr.
Icahn disclaims beneficial ownership of Shares directly beneficially owned by
Ms. Golden.
/s/ Carl C. Icahn November 22, 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
[Signature Page to Form 4 of Carl C. Icahn and affiliates for Vector Group Ltd.
(November 20, 2002 - November 22, 2002)]
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: November 20, 2002 - November 22, 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
for: November 20, 2002 - November 22, 2002
Signature: Barberry Corp.
By: /s/ Robert J. Mitchell
Name: Robert J. Mitchell
Title: Authorized Signatory
Page 4 of 4