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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): DECEMBER 11, 1996
NEW VALLEY CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
1-2493 13-5482050
(Commission File Number) (I.R.S. Employer Identification No.)
100 S.E. SECOND STREET, MIAMI, FLORIDA 33131
(Address of principal executive offices) (Zip Code)
(305) 579-8000
(Registrant's telephone number, including area code)
(NOT APPLICABLE)
(Former name or former address, if changed since last report)
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ITEM 5. OTHER INFORMATION.
As previously reported, as of the close of business on July 29, 1996,
New Valley Corporation (the "Company") completed its reincorporation from the
State of New York to the State of Delaware and effected a one-for-twenty reverse
stock split of its Common Shares (the "Reverse Split"), as a result of
effectuating two mergers with wholly-owned subsidiaries (the "Merger
Transaction"). The Merger Transaction was approved at its Annual Meeting of
Shareholders held on June 25, 1996.
In connection with the Reverse Split, on September 26, 1996, the Company
applied to list the Common Shares on The Nasdaq SmallCap Market ("NSCM"). On
October 14, 1996, The Nasdaq Stock Market, Inc. ("Nasdaq") denied the Company's
application to list the Common Shares on the NSCM because of the Company's
failure to satisfy the minimum capital and surplus listing requirement. On
November 8, 1996, the Company appealed Nasdaq's decision. On December 11, 1996,
Nasdaq notified the Company that a Nasdaq Listing Qualifications Panel had
denied its appeal and affirmed the staff's decision to deny the Company's NSCM
listing application.
The Common Shares, Class A Senior Preferred Shares, and the Class B
Preferred Shares continue to trade on the OTC Bulletin Board under the symbols
NVYL, NVLYA and NVLYB, respectively.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NEW VALLEY CORPORATION
By: /s/ Richard J. Lampen
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Richard J. Lampen
Executive Vice President
Date: December 19, 1996
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