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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
COMMISSION FILE NUMBER 1-2493
NEW VALLEY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-5482050
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
100 S.E. Second Street
Miami, Florida 33131
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (305) 579-8000
<PAGE> 2
Part III of the Annual Report on Form 10-K of New Valley Corporation (the
"Company") for the year ended December 31, 1996 is amended in its entirety to
add the following information:
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information, as of March 25, 1997,
with respect to each person who is a director of the Company. Each director is a
citizen of the United States of America. For information concerning the
executive officers of the Company, see Item 4. "Submission of Matters to a Vote
of Security-Holders; Executive Officers of the Registrant".
<TABLE>
<CAPTION>
DIRECTOR
NAME AND ADDRESS AGE PRINCIPAL OCCUPATION SINCE
- ---------------- --- -------------------- -----
<S> <C> <C> <C>
Bennett S. LeBow 59 Chairman of the Board and Chief December
New Valley Corporation Executive Officer of the Company 1987
100 S.E. Second Street
Miami, FL 33131
Howard M. Lorber 48 President and Chief Operating January
New Valley Corporation Officer of the Company 1991
100 S.E. Second Street
Miami, FL 33131
Richard J. Lampen 43 Executive Vice President and June
New Valley Corporation General Counsel 1996
100 S.E. Second Street
Miami, FL 33131
Arnold I. Burns 66 Partner, Proskauer Rose November
Proskauer Rose Goetz & Goetz & Mendelsohn LLP 1994
Mendelsohn LLP
1585 Broadway
New York, NY 10036
Ronald J. Kramer 38 Chairman and Chief Executive November
Ladenburg, Thalmann Officer of Ladenburg, Thalmann 1994
Group Inc. Group Inc.
1209 Orange Street
Wilmington, Delaware 19801
Richard S. Ressler 38 President and Chief Executive Officer, August
Orchard Capital Corporation Orchard Capital Corporation 1990
10960 Wilshire Boulevard
Los Angeles, CA 90024
Henry C. Beinstein 54 Managing Director, November
Milbank, Tweed, Hadley Milbank, Tweed, Hadley & McCloy 1994
& McCloy
1 Chase Manhattan Plaza
New York, NY 10005-1413
</TABLE>
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<TABLE>
<CAPTION>
DIRECTOR
NAME AND ADDRESS AGE PRINCIPAL OCCUPATION SINCE
- ---------------- --- -------------------- -----
<S> <C> <C> <C>
Barry W. Ridings 45 Managing Director, November
Alex. Brown & Sons, Alex. Brown & Sons, 1994
Incorporated Incorporated
787 Seventh Avenue
New York, NY 10019
</TABLE>
The Board of Directors of the Company consists of the foregoing eight
directors, seven of whom were appointed pursuant to the Joint Plan and
subsequently re-elected at the 1995 and 1996 Annual Meetings of Shareholders.
Messrs. Beinstein and Ridings (together, the "Shareholder Designees) are deemed
by the Joint Plan to be directors elected pursuant to the Company's Certificate
of Incorporation by holders of the Class A Senior Preferred Shares, voting as a
class, and by the holders of the Class A Senior Preferred Shares and the Class B
Preferred Shares, voting together as a single class, in each case as a result of
dividend arrearages thereon. See Item 1, "Business - Bankruptcy Reorganization".
Mr. Lampen was elected as a director of the Company at the 1996 Annual Meeting.
BUSINESS EXPERIENCE OF DIRECTORS (OTHER THAN EXECUTIVE OFFICERS)
ARNOLD I. BURNS has been a partner of Proskauer Rose Goetz & Mendelsohn
LLP ("Proskauer"), a New York-based law firm, since September 1988. Mr. Burns
was an Associate Attorney General at the United States Department of Justice in
1986 and Deputy Attorney General from 1986 to 1988.
RONALD J. KRAMER has been Chairman and Chief Executive Officer of
Ladenburg Group since June 1995 and Chairman of the Board and Chief Executive
Officer of Ladenburg since December 1995 and an employee thereof for more than
the past five years. Mr. Kramer currently serves on the Boards of Directors of
Griffon Corporation and Grand Casinos, Inc.
RICHARD S. RESSLER has been President and Chief Executive Officer of
Orchard Capital Corporation, an investment and consulting firm, since January
1994. Mr. Ressler has also been Chairman of MAI since May 1995 and a director
thereof since February 1995. He was Chief Executive Officer of MAI from October
1994 to February 1997 and President from October 1994 to February 1996. From
July 1988 until January 1, 1994, Mr. Ressler held various executive positions at
Brooke and Brooke's predecessor company, Brooke Partners, L.P. and their
respective subsidiaries and affiliates, including Liggett. From July 1990 to
April 1993, he was a director, and from November 1990 to April 1993, he was
Executive Vice President of Brooke. Mr. Ressler owns 10.0% of the outstanding
common stock of Brooke and formerly served as a consultant to Brooke and its
subsidiaries.
HENRY C. BEINSTEIN has been the Managing Director of Milbank, Tweed,
Hadley & McCloy ("Milbank"), a New York-based law firm, since November 1995. Mr.
Beinstein was the Executive Director of Proskauer from April 1985 through
October 1995. Mr. Beinstein is a certified public accountant in the States of
New York and New Jersey and prior to joining Proskauer was a partner and
National Director of Finance and Administration at Coopers & Lybrand.
BARRY W. RIDINGS has been a Managing Director of Alex. Brown & Sons,
Incorporated, an investment banking firm, since March 1990. Mr. Ridings
currently serves on the Board of Directors of TransCor Waste Services, Inc.,
SubMicron Systems Corporation, Norex Industries, Inc., Noodle Kidoodle Inc.,
Search Capital Group, Inc. and Telemundo Group, Inc.
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COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors and executive officers, as
well as persons who own more than 10% of a registered class of the Company's
equity securities (the "Reporting Persons"), to file reports of initial
beneficial ownership and changes in beneficial ownership on Forms 3, 4 and 5
with the SEC. Such Reporting Persons are also required by SEC regulations to
furnish the Company with copies of all such reports that they file.
To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company and representations that no other reports
were required, during and with respect to the fiscal year ended December 31,
1996, all Reporting Persons have timely complied with all filing requirements
applicable to them.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth information concerning compensation
awarded to, earned by or paid during the past three years to those persons who
were, at December 31, 1996, the Company's Chief Executive Officer and the three
other executive officers whose cash compensation exceeded $100,000
(collectively, the "named executive officers").
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE (1)
Long-Term
Compensation
-------------------------
Annual Compensation
-------------------
Securities
Under-
Restricted Lying All
Name Stock Options Other
and Principal Position Year Salary Bonus Award(s) (#) Compensation
---------------------- ---- ------------- --------- ------------ ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Bennett S. LeBow 1996 $2,000,000 -- -- -- --
Chairman and Chief Executive 1995 1,894,823 -- -- -- --
Officer(2) 1994 71,045 -- -- -- --
Howard M. Lorber 1996 $1,250,000 $300,000 $4,356,000(3) 427,000(4) --
President and Chief Operating 1995 956,376 500,000 -- -- --
Officer(2) 1994 56,008 -- -- -- --
Richard J. Lampen 1996 $600,000 $100,000 -- -- --
Executive Vice President and 1995 150,000 100,000 -- -- --
General Counsel(5)
Robert M. Lundgren(6) 1996 $90,000 $15,000 -- -- --
Vice President, Chief Financial
Officer and Treasurer
</TABLE>
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- --------------------------
(1) The aggregate value of perquisites and other personal benefits received
by the named executive officers are not reflected because the amounts
were below the reporting requirements established by the rules of the
SEC.
(2) Messrs. LeBow and Lorber received no compensation or other payments for
services rendered to the Company for any period prior to November 15,
1994 other than compensation (not included in the table) which was
received in their capacities as directors and certain expense
reimbursements.
(3) Represents an award of 36,000 Class A Senior Preferred Shares valued
based on the closing price on the date of issuance. Subject to earlier
vesting upon a change of control (as defined), the shares vest in six
equal annual installments commencing on July 1, 1997. The shares are
identical with all other Class A Senior Preferred Shares issued and
outstanding as of July 1, 1996, including undeclared dividends of
$3,776,000 and declared dividends of $1,080,000. Dividends are payable
on the shares provided that such payments will be deferred until the
time of vesting. At December 31, 1996, the shares had a market value of
$4,320,000 (without giving effect to any diminution in value
attributable to the restrictions).
(4) Represents options to purchase 330,000 Common Shares and 97,000 Class
B Preferred Shares. See "Option Grants in Fiscal 1996".
(5) Mr. Lampen commenced employment with the Company in October 1995.
(6) Effective May 7, 1996, Mr. Lundgren was appointed Vice President, Chief
Financial Officer and Treasurer
of the Company.
The following table sets forth certain information regarding stock
options granted during 1996.
<TABLE>
<CAPTION>
OPTION GRANTS IN FISCAL 1996
----------------------------
Percent of
Number of Total
Securities Options
Underlying Granted to Exercise Grant Date
Options Employees Price Market Value Expiration Grant Date
Name Granted (#) In Fiscal Year ($/Share) ($/Share) Date Present Value ($)(1)
---- ----------- -------------- --------- ------------ ---------- --------------------
<S> <C> <C> <C> <C> <C> <C>
Howard M. Lorber 330,000 Common
Shares 100 .58 2.75 07/01/06 878,000
97,000 Class B
Preferred Shares 100 1.85 9.25 07/01/06 895,000
</TABLE>
- ---------------------------------
(1) The estimated present value at grant date (November 18, 1996) of
options granted during fiscal year 1996 has been calculated using the
Black-Scholes option pricing model, based upon the following
assumptions: volatility of 101% for the Common Shares and 171% for the
Class B Preferred Shares, a risk free rate of 6.2%, an expected life of
10 years, and no expected dividends or forfeiture. The approach used in
developing the assumptions upon which the Black-Scholes valuation was
done is consistent with the requirements of Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based
Compensation".
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STOCK OPTION EXERCISES
There were no stock options exercised by the named executive officers
during 1996.
COMPENSATION OF DIRECTORS
In 1996, each non-employee director of the Company received an annual
fee of $35,000 for serving on the Board of Directors as well as a $1,000 fee for
attendance at each meeting of the Board of Directors or a committee thereof.
EMPLOYMENT AGREEMENTS
Mr. LeBow is a party to an employment agreement with the Company dated
as of June 1, 1995, as amended effective as of January 1, 1996. The agreement
has an initial term of three years effective as of January 18, 1995 (the
"Effective Date"), with an automatic one year extension on each anniversary of
the Effective Date unless notice of non-extension is given by either party
within the sixty-day period prior to such anniversary date. As of January 1,
1997, Mr. LeBow's annual base salary was $2,000,000. Following termination of
his employment without cause (as defined therein), he would continue to receive
his base salary for a period of 36 months commencing with the next anniversary
of the Effective Date following the termination notice. Following termination of
his employment within two years of a change of control (as defined therein), he
is entitled to receive a lump sum payment equal to 2.99 times his then current
base salary. The Joint Plan provides that the annual compensation paid to Mr.
LeBow for services rendered in his capacity as an officer or director of the
Company shall not exceed $2,000,000.
Howard M. Lorber is a party to an employment agreement with the Company
dated June 1, 1995, as amended. The agreement has an initial term of three years
effective as of January 18, 1995 (the "Effective Date"), with an automatic one
year extension on each anniversary of the Effective Date unless notice of
non-extension is given by either party within the sixty-day period prior to such
anniversary date. As of January 1, 1997, Mr. Lorber's annual base salary was
$1,400,000. The Board shall periodically review such base salary and may
increase (but not decrease) it from time to time, in its sole discretion. In
addition, the Board of Directors may award an annual bonus to Mr. Lorber at its
sole discretion. The Board of Directors awarded Mr. Lorber a bonus of $300,000
for 1996. Following termination of his employment without cause (as defined
therein), he would continue to receive his base salary for a period of 36 months
commencing with the next anniversary of the Effective Date following the
termination notice. Following termination of his employment within two years of
a change of control (as defined therein), he is entitled to receive a lump sum
payment equal to 2.99 times the sum of (i) his then current base salary and (ii)
the Bonus Amounts (as defined therein) earned by him for the twelve-month period
ending with the last day of the month immediately preceding the month in which
the termination occurs.
Richard J. Lampen is a party to an employment agreement with the
Company dated September 22, 1995. The agreement has an initial term of two and a
quarter years from October 1, 1995 with automatic renewals after the initial
term for additional one-year terms unless notice of non-renewal is given by
either party within the ninety-day period prior to the termination date. As of
January 1, 1997, his annual base salary was $650,000. In addition, the Board of
Directors may award an annual bonus to Mr. Lampen at its sole discretion. The
Board of Directors awarded Mr. Lampen a bonus of $100,000 for 1996. The Board
shall review such base salary annually and may increase (but not decrease) it
from time to time, in its sole discretion. Following termination of his
employment without cause (as defined therein), he shall receive severance pay in
a lump sum equal to the amount of his base salary he would have received if he
was employed for one year after termination of his employment term.
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company does not currently have a Compensation Committee. The Board
of Directors acts on compensation matters as a Committee of the whole. Mr. LeBow
has been Chairman of the Board of the Company since 1988 and Chief Executive
Officer since November 1994, Mr. Lorber was named President and Chief Operating
Officer of the Company in November 1994, Mr. Kramer was named Chairman of the
Board and Chief Executive Officer of Ladenburg Group in June 1995 and Chairman
of the Board and Chief Executive Officer of Ladenburg in December 1995, and Mr.
Lampen was named Executive Vice President and General Counsel of the Company in
October 1995.
During 1996, Mr. LeBow was Chairman of the Board, President and Chief
Executive Officer of Brooke (a member of the Compensation Committee) and BGLS;
and from July 1996, Mr. Lampen was Executive Vice President of Brooke and BGLS.
For information on the interests of Messrs. LeBow, Lorber and Lampen in
Brooke and certain other relationships and transactions, see Item 1. "Business
- -- Significant Shareholders", Item 12. "Security Ownership of Certain Beneficial
Owners and Management", and Item 13. "Certain Relationships and Related
Transactions".
PENSION PLANS
In connection with the Company's sale of FSI to FFMC, on November 15,
1994, the Western Union Pension Plan (the "Pension Plan") was assumed by FSI and
the Company was released from all obligations thereunder.
None of the current employees of the Company are entitled to any
benefits under the Pension Plan.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding all
persons known by the Company to own beneficially more than 5% of any class of
its voting securities as of March 25, 1997.
<TABLE>
<CAPTION>
NUMBER OF PERCENTAGE
NAME AND ADDRESS TITLE OF CLASS SHARES (1) OF CLASS (1)
- ---------------- -------------- ---------- ------------
<S> <C> <C> <C>
Bennett S. LeBow Class A Senior 618,326(2) 57.7%
Brooke Group Ltd. Preferred Shares
BGLS Inc.
100 S.E. Second Street
Miami, FL 33131
New Valley Holdings, Inc.
204 Plaza Centre
3505 Silverside Road
Wilmington, DE 19810
Bennett S. LeBow Class B 250,885(2) 8.9%
Brooke Group Ltd. Preferred Shares
BGLS Inc.
100 S.E. Second Street
Miami, FL 33131
Bennett S. LeBow Common Shares 3,989,710(2) 41.6%
Brooke Group Ltd.
BGLS Inc.
100 S.E. Second Street
Miami, FL 33131
New Valley Holdings, Inc.
204 Plaza Centre
3505 Silverside Road
Wilmington, DE 19810
ITT Corporation Common Shares 719,571(3) 7.5%
1330 Avenue of the Americas
New York NY 10019
</TABLE>
- ---------------------------
(1) The number of shares beneficially owned by each beneficial owner listed
above is based upon the numbers reported by such owner in documents
publicly filed with the SEC, publicly available information or
information available to the Company. The number of shares and
percentage of class include shares with respect to which such
beneficial owner has the right to acquire beneficial ownership as
specified in Rule 13d-3(d)(1) of the Exchange Act.
(2) According to Amendment No. 16 to Schedule 13D dated January 30, 1996,
relating to the Common Shares and Class A Senior Preferred Shares,
filed jointly by Brooke, BGLS, NV Holdings and Bennett S. LeBow, the
beneficial owner of 52.7% of the common stock of Brooke and the
Chairman of the Board and Chief Executive Officer of the Company and
Amendment No. 1 to Schedule 13D dated January 30, 1996, relating to the
Class B Preferred Shares, filed jointly by the foregoing persons
(except for NV Holdings), BGLS exercises
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sole voting power and sole dispositive power, subject to the Pledge
(as defined below) over: (i) 19,748 Common Shares (less than 1% of
such class); and (ii) 250,885 Class B Preferred Shares (approximately
8.9% of such class) (collectively, the "BGLS Shares"), and NV Holdings
exercises sole voting power and sole dispositive power over, subject
to the Pledge: (i) 3,969,962 Common Shares (approximately 41.4% of
such class); and (ii) 618,326 Class A Senior Preferred Shares
(approximately 57.7% of such class) (collectively, the "NV Holdings
Shares"). Each of BGLS and NV Holdings disclaims beneficial ownership
of the shares beneficially owned by the other under Rule 13d-3
promulgated under the Exchange Act ("Rule 13d-3"), or for any other
purpose. Each of Brooke and Mr. LeBow disclaims beneficial ownership
of the BGLS Shares and NV Holdings Shares under Rule 13d-3, or for any
other purpose.
Pursuant to the indenture relating to BGLS' 15.75% Series B Senior
Secured Notes due 2001 (the "Series B Notes"), BGLS has pledged,
among other security interests, the BGLS Shares, and NV Holdings
pledged the NV Holdings Shares (such pledges being referred to herein
collectively as the "Pledge") to secure the Series B Notes. The
Indenture also provides for restrictions on certain affiliated
transactions between the Company and Brooke, BGLS and their affiliates,
as well as for certain restrictions on the use of future distributions
received from the Company.
For information on interests in and positions held with Brooke and its
affiliates by Mr. LeBow and other directors and officers of the Company
as well as voting and other provisions applicable to Brooke pursuant to
the terms of the Joint Plan, see Item 1. "Business -- Bankruptcy
Reorganization "and" -- Significant Shareholders" and Item 11.
"Executive Compensation - Compensation Committee Interlocks and Insider
Participation".
(3) ITT Corporation has reported that, as of May 15, 1991, it had sole
power to vote or to direct the voting and sole power to dispose or
direct the disposition of 719,571 Common Shares.
The following table sets forth, as of March 25, 1997, the beneficial
ownership of the Company's voting securities by (i) each director of the
Company, (ii) each of the named executive officers and (iii) all directors and
executive officers as a group.
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<TABLE>
<CAPTION>
NUMBER OF PERCENT OF
NAME TITLE OF CLASS SHARES(1) CLASS(1)
- ---- -------------- --------- ----------
<S> <C> <C> <C>
Bennett S. LeBow(2)...................... Class A Senior Preferred Shares 618,326 57.7%
Class B Preferred Shares 250,885 8.9%
Common Shares 3,989,710 41.6%
Howard M. Lorber(3)...................... Class A Senior Preferred Shares 36,000 3.4%
Common Shares 375 -- (5)
Henry C. Beinstein(4).................... Class B Preferred Shares 34,500 1.3%
All directors and executive officers
as a group (9) persons)................ Class A Senior Preferred Shares 654,326 61.1%
Class B Preferred Shares 285,385 10.2%
Common Shares 3,990,085 41.6%
</TABLE>
- ------------------------
(1) The percentage of each class is calculated based on the total number of
shares of each class outstanding on March 25, 1997. Includes shares with
respect to which such person has the right to acquire beneficial ownership
as specified in Rule 13d-3(d)(1) of the Exchange Act.
(2) Represents the BGLS Shares and NV Holding Shares, as to which shares Mr.
LeBow disclaims beneficial ownership. See footnote (2) to the preceding
table.
(3) Mr. Lorber possesses voting power over his Class A Senior Preferred
Shares. See Item 11. "Executive Compensation -- Summary Compensation
Table." Mr. Lorber's Common Shares are held in a Keogh Plan for his
benefit.
(4) Includes 2,500 Class B Preferred Shares held in an individual retirement
account for his spouse, as to which shares Mr. Beinstein disclaims any
beneficial interest.
(5) Less than one percent.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. Lorber, a director and executive officer of the Company, is a
shareholder and registered representative of Aegis Capital Corp. ("Aegis"), a
broker-dealer that has performed services for the Company and its subsidiaries
since before January 1, 1996. During 1996, Aegis received commission and other
income in the aggregate amount of approximately $316,781. Aegis, in the ordinary
course of its business in 1996, engaged in brokerage activities with Ladenburg
on customary terms. Mr. Lorber is also Chairman of the Board and Chief Executive
Officer of Hallman & Lorber and its affiliates, and serves as a consultant to
Brooke and its subsidiaries and is a shareholder of Brooke. During 1996, Hallman
& Lorber and its affiliates received ordinary and customary insurance
commissions aggregating approximately $43,080 on various insurance policies
issued for the Company.
On December 18, 1996, the Company loaned to BGLS $990,000 under a
short-term promissory note due January 31, 1997 and bearing interest at 14%. On
January 2, 1997, the Company loaned to BGLS an additional $975,000 under another
short-term promissory note due January 31, 1997 and bearing interest at 14%.
Both loans including interest were repaid on January 31, 1997.
On January 31, 1997, the Company acquired the BML Shares, representing
99.1% of the outstanding shares of BML from BOL. The Company paid to BOL a
purchase price of $55 million, consisting of $21.5 million in cash and the $33.5
million 9% Note of New Valley. The Note is secured by
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the BML Shares and is payable $21.5 million on June 30, 1997 and $12 million on
December 31, 1997. For further information with respect to this transaction, see
Item 1. "Business -- BrookeMil Ltd".
In 1995, the Company and Brooke entered into an expense sharing
agreement pursuant to which certain lease, legal and administrative expenses are
allocated to the entity incurring the expense. The Company expensed $462,257
under this agreement for the year ended December 31, 1996.
During 1996, the Company entered into a court-approved Stipulation and
Agreement (the "Settlement") with Brooke and BGLS relating to Brooke's and
BGLS's application under the Federal Bankruptcy Code for reimbursement of legal
fees and expenses incurred by them in connection with the Company's bankruptcy
reorganization proceedings. Pursuant to the Settlement, the Company reimbursed
Brooke and BGLS $655,217 for such legal fees and expenses. The terms of the
Settlement were substantially similar to the terms of previous settlements
between the Company and other applicants who had sought reimbursement of
reorganization-related legal fees and expenses.
Mr. Burns is a partner of Proskauer, a law firm which has been engaged
to perform legal services for the Company in the past and which may be so
engaged in the future. The fees received for such legal services in 1996 did not
exceed five percent of the law firm's revenues.
Mr. Beinstein is the Managing Director of Milbank, a law firm which has
been engaged to perform legal services for the Company in the past and which may
be so engaged in the future. The fees received for such legal services in 1996
did not exceed five percent of the law firm's revenues.
Certain Matters Relating to RJR Holdings. For information concerning
certain agreements and transactions between the Company and Brooke relating to
RJR Nabisco, see Item 7. "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Recent Developments - Certain Matters
Relating to RJR Nabisco" and Note 5 (Investment Securities Available for Sale)
and Note 18 (Related Party Transactions) to the Company's Consolidated Financial
Statements.
See, also, Item 11. "Executive Compensation - Compensation Committee
Interlocks and Insider Participation".
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned thereunto duly authorized.
NEW VALLEY CORPORATION
(REGISTRANT)
By: /s/ Richard J. Lampen
----------------------------
Richard J. Lampen
Executive Vice President
Date: March 28, 1997
12
