<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number 1-2493
CUSIP Number: 649080108
649080207
649080306
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q
[ ] Form N-SAR
For Period Ended: December 31, 1995
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended: _______________________________________________
Read attached instruction sheet before preparing form. Please print or
type.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing check above,
identify the Item(s) to which the notification relates: N/A
PART I. REGISTRANT INFORMATION
Full name of registrant: NEW VALLEY CORPORATION
Former name if applicable:
Address of principal executive office: 100 S.E. SECOND STREET
City, State and Zip Code: MIAMI, FLORIDA 33131
PART II. RULE 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check appropriate box.)
[X] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report
on Form 10-K, 20-F, 11-K or Form N-SAR, or
<PAGE> 2
2
portion thereof will be filed on or before the 15th calendar day
following the prescribed due date; or the subject quarterly report or
transition report on Form 10-Q, or portion thereof will be filed on or
before the fifth calendar day following the prescribed due date; and
[ ] (c) The accountants's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III. NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)
Financial information from a foreign company in which the registrant
has a significant investment, and which is material to the presentation of
certain information in the consolidated financial statements to be included in
the report, has not been finalized, and as a result, the registrant has
experienced delays in completing its consolidated financial statements for the
fiscal year ended December 31, 1995.
PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
negotiation.
<TABLE>
<CAPTION>
GERALD E. SAUTER 305 579-8000
---------------- --- --------
<S> <C> <C>
(Name) (Area code) (Telephone number)
</TABLE>
(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrants were required to file such report(s) been filed? If the answer is
no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[ ] Yes [X] No
<PAGE> 3
3
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
NEW VALLEY CORPORATION
(Name of registrant as specified in charter.)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: April 1, 1996 By: /s/ Gerald E. Sauter
-------------------------
Gerald E. Sauter
Vice President,
Chief Financial Officer
and Treasurer
