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LITTLE MEADOW CORP

Disclosed activity across 1 company

Tapewire entity
13714
SEC CIK
0001044968

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Reported relationships

Latest disclosed role at each company.

CompanyLast reported asReport datePublished
VECTOR GROUP LTDVGR · Entity 1297010% ownerDecember 14, 2005March 07, 2006

Disclosed balances

About these balances

Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.

VECTOR GROUP LTD

Report date December 14, 2005 · Filed March 07, 2006

Jointly reported with ICAHN CARL C, ARNOS CORP, TORTOISE CORP

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common Stock $0.10 par value ("Shares")SEC Table I · non-derivativeIndirectPLEASE SEE FOOTNOTES9,523,192 Reported balance After 2005-12-14 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2005-12-14 · Other · Acquired 681,850 · Balance 9,523,192

F1: Please see Part I of Form 4 filing dated December 14, 2005, and filed simultaneously hereto.

F2: The conversion price of the Notes held by Barberry Corp. ("Barberry") was adjusted to $21.72 per Share due to an anti-dilution event resulting from an increase in the number of issued Shares. Barberry may be deemed to directly beneficially own 1,472,060 Shares. High River Limited Partnership ("High River") directly beneficially owns 8,027,592 Shares and Dixon Guarantor LLC ("Dixon") directly beneficially owns 262,500 Shares.

F3: On December 14, 2005, pursuant to an Exchange Offcer by the Issuer for New Valley Corporation common stock, Little Meadow Corp. ("Little Meadow") received 10,800 Shares and Tortoise Corp. ("Tortoise") received 671,050 Shares.

F4: Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River, which is the sole member of Dixon. Buffalo Investors Corp. ("Buffalo") is 100 percent owned by Starfire Holding Corporation ("Starfire"). Highcrest Investors Corp. ("Highcrest") is approximately 99.34 percent owned by Buffalo. ACF Industries Holding Corp. ("ACF Holding") is 100 percent owned by Highcrest. Unicorn Associates Corporation ("Unicorn") is 100 percent owned by ACF Holding.

F5: Arnos Corp ("Arnos") is 100 percent owned by Unicorn Associates Corporation ("Unicorn"). Tortoise Corp. ("Tortoise") is 100 percent owned by Arnos. Each of Barberry, Starfire and Little Meadow Corp. ("Little Meadow") are 100 percent owned by Mr. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F6: High River by virtue of its relationship to Dixon, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 262,500 Shares which Dixon owns. High River disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Barberry and Hopper by virtue of their relationship to High River and Dixon, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 8,027,592 Shares which High River owns and the 262,500 Shares which Dixon owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F7: Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire by virtue of their relationship to Tortoise, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 671,050 Shares which Tortoise owns. Each of Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F8: Mr. Icahn by virtue of his relationship to Barberry, Hopper, High River, Dixon, Arnos, Unicorn, ACF Holding, Highcrest, Buffalo, Starfire and Little Meadow may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 1,472,060 Shares (assuming conversion of the Notes into 920,810 Shares) which Barberry owns, the 8,027,592 Shares which High River owns, the 262,500 Shares which Dixon owns, the 671,050 Shares which Tortoise owns and the 10,800 Shares which Little Meadow owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,952 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

6.25% Convertible Subordinated Notes due 2008 ("Notes")SEC Table II · derivative / convertible security · Conversion / exercise price $21.72 · Expires 2008-07-15IndirectPLEASE SEE FOOTNOTES20,000,000 Reported balance After 2005-12-14 transaction · row 2 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 2 · 2005-12-14 · Other · Acquired 0 · Balance 20,000,000

F1: Please see Part I of Form 4 filing dated December 14, 2005, and filed simultaneously hereto.

F2: The conversion price of the Notes held by Barberry Corp. ("Barberry") was adjusted to $21.72 per Share due to an anti-dilution event resulting from an increase in the number of issued Shares. Barberry may be deemed to directly beneficially own 1,472,060 Shares. High River Limited Partnership ("High River") directly beneficially owns 8,027,592 Shares and Dixon Guarantor LLC ("Dixon") directly beneficially owns 262,500 Shares.

F3: On December 14, 2005, pursuant to an Exchange Offcer by the Issuer for New Valley Corporation common stock, Little Meadow Corp. ("Little Meadow") received 10,800 Shares and Tortoise Corp. ("Tortoise") received 671,050 Shares.

F4: Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River, which is the sole member of Dixon. Buffalo Investors Corp. ("Buffalo") is 100 percent owned by Starfire Holding Corporation ("Starfire"). Highcrest Investors Corp. ("Highcrest") is approximately 99.34 percent owned by Buffalo. ACF Industries Holding Corp. ("ACF Holding") is 100 percent owned by Highcrest. Unicorn Associates Corporation ("Unicorn") is 100 percent owned by ACF Holding.

F5: Arnos Corp ("Arnos") is 100 percent owned by Unicorn Associates Corporation ("Unicorn"). Tortoise Corp. ("Tortoise") is 100 percent owned by Arnos. Each of Barberry, Starfire and Little Meadow Corp. ("Little Meadow") are 100 percent owned by Mr. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F6: High River by virtue of its relationship to Dixon, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 262,500 Shares which Dixon owns. High River disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Barberry and Hopper by virtue of their relationship to High River and Dixon, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 8,027,592 Shares which High River owns and the 262,500 Shares which Dixon owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F7: Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire by virtue of their relationship to Tortoise, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 671,050 Shares which Tortoise owns. Each of Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F8: Mr. Icahn by virtue of his relationship to Barberry, Hopper, High River, Dixon, Arnos, Unicorn, ACF Holding, Highcrest, Buffalo, Starfire and Little Meadow may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 1,472,060 Shares (assuming conversion of the Notes into 920,810 Shares) which Barberry owns, the 8,027,592 Shares which High River owns, the 262,500 Shares which Dixon owns, the 671,050 Shares which Tortoise owns and the 10,800 Shares which Little Meadow owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,952 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

Filing footnotes · ownership attribution and instrument terms

F1: Please see Part I of Form 4 filing dated December 14, 2005, and filed simultaneously hereto.

F2: The conversion price of the Notes held by Barberry Corp. ("Barberry") was adjusted to $21.72 per Share due to an anti-dilution event resulting from an increase in the number of issued Shares. Barberry may be deemed to directly beneficially own 1,472,060 Shares. High River Limited Partnership ("High River") directly beneficially owns 8,027,592 Shares and Dixon Guarantor LLC ("Dixon") directly beneficially owns 262,500 Shares.

F3: On December 14, 2005, pursuant to an Exchange Offcer by the Issuer for New Valley Corporation common stock, Little Meadow Corp. ("Little Meadow") received 10,800 Shares and Tortoise Corp. ("Tortoise") received 671,050 Shares.

F4: Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River, which is the sole member of Dixon. Buffalo Investors Corp. ("Buffalo") is 100 percent owned by Starfire Holding Corporation ("Starfire"). Highcrest Investors Corp. ("Highcrest") is approximately 99.34 percent owned by Buffalo. ACF Industries Holding Corp. ("ACF Holding") is 100 percent owned by Highcrest. Unicorn Associates Corporation ("Unicorn") is 100 percent owned by ACF Holding.

F5: Arnos Corp ("Arnos") is 100 percent owned by Unicorn Associates Corporation ("Unicorn"). Tortoise Corp. ("Tortoise") is 100 percent owned by Arnos. Each of Barberry, Starfire and Little Meadow Corp. ("Little Meadow") are 100 percent owned by Mr. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F6: High River by virtue of its relationship to Dixon, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 262,500 Shares which Dixon owns. High River disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Barberry and Hopper by virtue of their relationship to High River and Dixon, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 8,027,592 Shares which High River owns and the 262,500 Shares which Dixon owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F7: Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire by virtue of their relationship to Tortoise, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 671,050 Shares which Tortoise owns. Each of Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F8: Mr. Icahn by virtue of his relationship to Barberry, Hopper, High River, Dixon, Arnos, Unicorn, ACF Holding, Highcrest, Buffalo, Starfire and Little Meadow may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 1,472,060 Shares (assuming conversion of the Notes into 920,810 Shares) which Barberry owns, the 8,027,592 Shares which High River owns, the 262,500 Shares which Dixon owns, the 671,050 Shares which Tortoise owns and the 10,800 Shares which Little Meadow owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,952 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

Transaction history

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Transaction dateCompanyActivity / securityShares / unitsReported priceReported valueDetails
December 14, 2005 Filed Mar 7, 2006 11:14 UTC VECTOR GROUP LTD VGR · Entity 12970 Other6.25% Convertible Subordinated Notes due 2008 ("Notes") · Derivative 0 $20,000,000.00 Strike: $21.72 $0.00
Disclosure

SEC source: 0000928475-06-000102 · frm4iii22806_ex.xml · derivative · entry 2

ICAHN CARL C ET AL · CIK 0000921669 · 10% owner

ARNOS CORP · CIK 0001265024 · 10% owner

TORTOISE CORP · CIK 0000881189 · 10% owner

LITTLE MEADOW CORP · CIK 0001044968 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · PLEASE SEE FOOTNOTES

Disclosed balance after: 20,000,000

Underlying: Shares · 920,810 shares

Expires 2008-07-15

F1 · shares: Please see Part I of Form 4 filing dated December 14, 2005, and filed simultaneously hereto.

F2 · shares: The conversion price of the Notes held by Barberry Corp. ("Barberry") was adjusted to $21.72 per Share due to an anti-dilution event resulting from an increase in the number of issued Shares. Barberry may be deemed to directly beneficially own 1,472,060 Shares. High River Limited Partnership ("High River") directly beneficially owns 8,027,592 Shares and Dixon Guarantor LLC ("Dixon") directly beneficially owns 262,500 Shares.

F3 · shares: On December 14, 2005, pursuant to an Exchange Offcer by the Issuer for New Valley Corporation common stock, Little Meadow Corp. ("Little Meadow") received 10,800 Shares and Tortoise Corp. ("Tortoise") received 671,050 Shares.

F4 · shares: Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River, which is the sole member of Dixon. Buffalo Investors Corp. ("Buffalo") is 100 percent owned by Starfire Holding Corporation ("Starfire"). Highcrest Investors Corp. ("Highcrest") is approximately 99.34 percent owned by Buffalo. ACF Industries Holding Corp. ("ACF Holding") is 100 percent owned by Highcrest. Unicorn Associates Corporation ("Unicorn") is 100 percent owned by ACF Holding.

F5 · shares: Arnos Corp ("Arnos") is 100 percent owned by Unicorn Associates Corporation ("Unicorn"). Tortoise Corp. ("Tortoise") is 100 percent owned by Arnos. Each of Barberry, Starfire and Little Meadow Corp. ("Little Meadow") are 100 percent owned by Mr. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F6 · shares: High River by virtue of its relationship to Dixon, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 262,500 Shares which Dixon owns. High River disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Barberry and Hopper by virtue of their relationship to High River and Dixon, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 8,027,592 Shares which High River owns and the 262,500 Shares which Dixon owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F7 · shares: Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire by virtue of their relationship to Tortoise, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 671,050 Shares which Tortoise owns. Each of Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F8 · shares: Mr. Icahn by virtue of his relationship to Barberry, Hopper, High River, Dixon, Arnos, Unicorn, ACF Holding, Highcrest, Buffalo, Starfire and Little Meadow may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 1,472,060 Shares (assuming conversion of the Notes into 920,810 Shares) which Barberry owns, the 8,027,592 Shares which High River owns, the 262,500 Shares which Dixon owns, the 671,050 Shares which Tortoise owns and the 10,800 Shares which Little Meadow owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,952 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

F1 · ownership.nature: Please see Part I of Form 4 filing dated December 14, 2005, and filed simultaneously hereto.

F2 · ownership.nature: The conversion price of the Notes held by Barberry Corp. ("Barberry") was adjusted to $21.72 per Share due to an anti-dilution event resulting from an increase in the number of issued Shares. Barberry may be deemed to directly beneficially own 1,472,060 Shares. High River Limited Partnership ("High River") directly beneficially owns 8,027,592 Shares and Dixon Guarantor LLC ("Dixon") directly beneficially owns 262,500 Shares.

F3 · ownership.nature: On December 14, 2005, pursuant to an Exchange Offcer by the Issuer for New Valley Corporation common stock, Little Meadow Corp. ("Little Meadow") received 10,800 Shares and Tortoise Corp. ("Tortoise") received 671,050 Shares.

F4 · ownership.nature: Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River, which is the sole member of Dixon. Buffalo Investors Corp. ("Buffalo") is 100 percent owned by Starfire Holding Corporation ("Starfire"). Highcrest Investors Corp. ("Highcrest") is approximately 99.34 percent owned by Buffalo. ACF Industries Holding Corp. ("ACF Holding") is 100 percent owned by Highcrest. Unicorn Associates Corporation ("Unicorn") is 100 percent owned by ACF Holding.

F5 · ownership.nature: Arnos Corp ("Arnos") is 100 percent owned by Unicorn Associates Corporation ("Unicorn"). Tortoise Corp. ("Tortoise") is 100 percent owned by Arnos. Each of Barberry, Starfire and Little Meadow Corp. ("Little Meadow") are 100 percent owned by Mr. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F6 · ownership.nature: High River by virtue of its relationship to Dixon, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 262,500 Shares which Dixon owns. High River disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Barberry and Hopper by virtue of their relationship to High River and Dixon, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 8,027,592 Shares which High River owns and the 262,500 Shares which Dixon owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F7 · ownership.nature: Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire by virtue of their relationship to Tortoise, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 671,050 Shares which Tortoise owns. Each of Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F8 · ownership.nature: Mr. Icahn by virtue of his relationship to Barberry, Hopper, High River, Dixon, Arnos, Unicorn, ACF Holding, Highcrest, Buffalo, Starfire and Little Meadow may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 1,472,060 Shares (assuming conversion of the Notes into 920,810 Shares) which Barberry owns, the 8,027,592 Shares which High River owns, the 262,500 Shares which Dixon owns, the 671,050 Shares which Tortoise owns and the 10,800 Shares which Little Meadow owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,952 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

Read SEC document
December 14, 2005 Filed Mar 7, 2006 11:14 UTC VECTOR GROUP LTD VGR · Entity 12970 OtherCommon Stock $0.10 par value ("Shares") 681,850 $0.00 $0.00
Disclosure

SEC source: 0000928475-06-000102 · frm4iii22806_ex.xml · nonDerivative · entry 1

ICAHN CARL C ET AL · CIK 0000921669 · 10% owner

ARNOS CORP · CIK 0001265024 · 10% owner

TORTOISE CORP · CIK 0000881189 · 10% owner

LITTLE MEADOW CORP · CIK 0001044968 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · PLEASE SEE FOOTNOTES

Disclosed balance after: 9,523,192

F1 · price: Please see Part I of Form 4 filing dated December 14, 2005, and filed simultaneously hereto.

F2 · price: The conversion price of the Notes held by Barberry Corp. ("Barberry") was adjusted to $21.72 per Share due to an anti-dilution event resulting from an increase in the number of issued Shares. Barberry may be deemed to directly beneficially own 1,472,060 Shares. High River Limited Partnership ("High River") directly beneficially owns 8,027,592 Shares and Dixon Guarantor LLC ("Dixon") directly beneficially owns 262,500 Shares.

F3 · price: On December 14, 2005, pursuant to an Exchange Offcer by the Issuer for New Valley Corporation common stock, Little Meadow Corp. ("Little Meadow") received 10,800 Shares and Tortoise Corp. ("Tortoise") received 671,050 Shares.

F4 · price: Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River, which is the sole member of Dixon. Buffalo Investors Corp. ("Buffalo") is 100 percent owned by Starfire Holding Corporation ("Starfire"). Highcrest Investors Corp. ("Highcrest") is approximately 99.34 percent owned by Buffalo. ACF Industries Holding Corp. ("ACF Holding") is 100 percent owned by Highcrest. Unicorn Associates Corporation ("Unicorn") is 100 percent owned by ACF Holding.

F5 · price: Arnos Corp ("Arnos") is 100 percent owned by Unicorn Associates Corporation ("Unicorn"). Tortoise Corp. ("Tortoise") is 100 percent owned by Arnos. Each of Barberry, Starfire and Little Meadow Corp. ("Little Meadow") are 100 percent owned by Mr. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F6 · price: High River by virtue of its relationship to Dixon, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 262,500 Shares which Dixon owns. High River disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Barberry and Hopper by virtue of their relationship to High River and Dixon, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 8,027,592 Shares which High River owns and the 262,500 Shares which Dixon owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F7 · price: Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire by virtue of their relationship to Tortoise, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 671,050 Shares which Tortoise owns. Each of Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F8 · price: Mr. Icahn by virtue of his relationship to Barberry, Hopper, High River, Dixon, Arnos, Unicorn, ACF Holding, Highcrest, Buffalo, Starfire and Little Meadow may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 1,472,060 Shares (assuming conversion of the Notes into 920,810 Shares) which Barberry owns, the 8,027,592 Shares which High River owns, the 262,500 Shares which Dixon owns, the 671,050 Shares which Tortoise owns and the 10,800 Shares which Little Meadow owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,952 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

F1 · ownership.nature: Please see Part I of Form 4 filing dated December 14, 2005, and filed simultaneously hereto.

F2 · ownership.nature: The conversion price of the Notes held by Barberry Corp. ("Barberry") was adjusted to $21.72 per Share due to an anti-dilution event resulting from an increase in the number of issued Shares. Barberry may be deemed to directly beneficially own 1,472,060 Shares. High River Limited Partnership ("High River") directly beneficially owns 8,027,592 Shares and Dixon Guarantor LLC ("Dixon") directly beneficially owns 262,500 Shares.

F3 · ownership.nature: On December 14, 2005, pursuant to an Exchange Offcer by the Issuer for New Valley Corporation common stock, Little Meadow Corp. ("Little Meadow") received 10,800 Shares and Tortoise Corp. ("Tortoise") received 671,050 Shares.

F4 · ownership.nature: Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River, which is the sole member of Dixon. Buffalo Investors Corp. ("Buffalo") is 100 percent owned by Starfire Holding Corporation ("Starfire"). Highcrest Investors Corp. ("Highcrest") is approximately 99.34 percent owned by Buffalo. ACF Industries Holding Corp. ("ACF Holding") is 100 percent owned by Highcrest. Unicorn Associates Corporation ("Unicorn") is 100 percent owned by ACF Holding.

F5 · ownership.nature: Arnos Corp ("Arnos") is 100 percent owned by Unicorn Associates Corporation ("Unicorn"). Tortoise Corp. ("Tortoise") is 100 percent owned by Arnos. Each of Barberry, Starfire and Little Meadow Corp. ("Little Meadow") are 100 percent owned by Mr. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F6 · ownership.nature: High River by virtue of its relationship to Dixon, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 262,500 Shares which Dixon owns. High River disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Barberry and Hopper by virtue of their relationship to High River and Dixon, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 8,027,592 Shares which High River owns and the 262,500 Shares which Dixon owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F7 · ownership.nature: Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire by virtue of their relationship to Tortoise, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 671,050 Shares which Tortoise owns. Each of Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F8 · ownership.nature: Mr. Icahn by virtue of his relationship to Barberry, Hopper, High River, Dixon, Arnos, Unicorn, ACF Holding, Highcrest, Buffalo, Starfire and Little Meadow may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 1,472,060 Shares (assuming conversion of the Notes into 920,810 Shares) which Barberry owns, the 8,027,592 Shares which High River owns, the 262,500 Shares which Dixon owns, the 671,050 Shares which Tortoise owns and the 10,800 Shares which Little Meadow owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,952 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

Read SEC document

Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.